EXHIBIT 3.1
File Number 5367-825-4
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO WITH AN EAGLE]
To all to whom these presents shall come Greeting:
WHEREAS, ARTICLES OF INCORPORATION OF UNITED TRUST, INC. INCORPORATED UNDER
THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY
OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY
1, A.D. 1984.
Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois at the City of Springfield, this 14th day of
December A.D. 1984 and of the Independence of the United States the two
hundred and 9th. (SEAL)
/s/ Jim Edgar
SECRETARY OF STATE
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
ARTICLES OF INCORPORATION
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE The name of the corporation is United Trust, Inc.
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent Richard Evan Hart
First Name Middle Name Last Name
Registered Office 800 Illinois Building, 6th and Adams Streets
Number Street Suite # (A P.O. Box alone is not acceptable)
Springfield 62701 Sangamon
City Zip Code County
ARTICLE THREE The purpose or purposes for which the corporation is organized
are:
The transaction of any and all lawful businesses for which corporations may
be incorporated under the Business Corporation Act of Illinois, including but
not limited to the purchase and acquisition of other companies which are engaged
in the fields of insurance and finance and the conduct of the business of the
companies so acquired in accordance with the Insurance Laws of the State of
Illinois and the organization and control of a life insurance subsidiary or
subsidiaries in accordance with the Insurance Laws of the State of Illinois.
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
Class *Par Value per share Number of shares authorized
Common No par value 10,000,000
Preferred $2.00 1,500,000
Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the
shares of each class are:
If not sufficient space to cover this point, add one or more
sheets of this size.
See attached Exhibit "A"
ARTICLE FIVE The number of shares to be issued initially, and the consideration
to be received by the corporation therefor, are:
*Par Value Number of shares Consideration to be
Class per share proposed to be issued received therefor
Common No par value 4,825,000 $193,000.00
TOTAL $193,000.00
*A declaration as to a "par value" is optional. This space may be marked "n/a"
when no reference to a par value is desired.
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of
directors of the corporation is ____________, and the names and
addresses of the persons who are to serve as directors until the first
annual meeting of shareholders or until their successors be elected
and qualify are:
Name Residential Address
ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all property to be owned by
the corporation for the following year wherever located will be:
$
(b) It is estimated that the value of the property to be located
within the State of Illinois during the following year will be: $
(c) It is estimated that the gross amount of business which will
be transacted by the corporation during the following year will
be: $
(d) It is estimated that the gross amount of business which will
be transacted from places of business in the State of Illinois
during the following year will be: $
ARTICLE EIGHT OTHER PROVISIONS
Attach a separate sheet of this size for any other provision to
be included in the Articles of Incorporation, e.g., authorizing
pre-emptive rights; denying cumulative voting; regulating internal
affairs; voting majority requirements; fixing a duration other than
perpetual; etc.
NAME & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated 12-12 , 1984
Signatures and Names Post Office Address
1. /s/ Larry E. Ryherd 1. 1703 Seven Pines Road
Signature Street
Larry E. Ryherd Springfield, Illinois 62704
Name (please print) City/Town State Zip
2. 2.
Signature Street
Name (please print) City/Town State Zip
3. 3.
Signature Street
Name (please print) City/Town State Zip
(Signatures must be in ink on original document. Carbon copy, xerox or rubber
stamp signatures may only be used on conformed copies)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or as Assistant Secretary.
EXHIBIT "A"
ARTICLES OF INCORPORATION
UNITED TRUST, INC.
ARTICLE FOUR
Paragraph 2
Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
Common Stock, without par value
("Common Stock")
The holders of shares of Common Stock shall have such rights as are
provided by law and shall be entitled to one vote for each such share held by
them; subject, however, to the applicable express terms of the Preferred Stock.
9% Noncumulative, Convertible Preferred Stock
par value $2.00 per share
("Preferred Stock")
(a) Dividends. The holders of the Preferred Stock shall be entitled to
receive, if, when and as declared by the Board of Directors of the
Corporation out of funds legally available therefor, cash dividends
upon each share held at the rate of, but not exceeding, 9% of the par
value thereof for each fiscal year of the Corporation in preference to
and in priority over dividends (other than stock dividends) on all
other classes of stock of the Corporation. Such dividends on the
Preferred Stock shall be noncumulative from the date upon which such
shares of Preferred Stock were originally issued.
(b) Voting Rights. Cumulative voting rights of all shareholders shall be
eliminated in all circumstances. The Preferred Stock shall be
nonvoting, except as required by law.
(b) Liquidation. In the event of any liquidation, dissolution or winding
up of the affairs of the Corporation, the holders of the Preferred
Stock shall be entitled to receive out of the assets of the
Corporation, whether from capital, surplus or earnings, and before any
distribution shall be made to the holders of any other class of stock
of the Corporation, the sum of Ten Dollars ($10.00) for each such
share of Preferred Stock so held, together with an amount equal to any
unpaid dividends, accumulated or accrued thereon to the date of
dissolution, which have been earned and declared, but without
interest, and no more. In case the net assets of the Corporation
legally available therefor are insufficient to permit the payment upon
all outstanding shares of Preferred Stock to the full preferential
amount to which they are respectively entitled, then such net assets
shall be distributed ratably to all outstanding shares of Preferred
Stock in proportion to the full preferential amount to which each
share is entitled. After payment to holders of Preferred Stock of the
full preferential amounts as aforesaid, holders of the Preferred Stock
as such shall have no right or claim to any of the remaining assets of
the Corporation.
Consolidation or merger of the Corporation with or into any other
corporation, or the sale of all or substantially all of its assets, shall not be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this paragraph (c).
(c) Conversion. The Preferred Stock may, at the option of the holder
thereof, be converted into shares of Common Stock, without par value,
of the Corporation upon the following terms:
(1) Each holder of the Preferred Stock may so convert said Preferred
Stock within a period of six (6) months following the termination
of the initial public offering of securities of the Corporation,
such time period for conversion being referred to herein as the
"Conversion Period." The Corporation, at its option expressed by
resolution of its Board of Directors, may extend the Conversion
Period as the Board in its discretion may deem advisable.
(2) Any holder of any shares of Preferred Stock desiring to convert
said shares as herein provided, shall, during said Conversion
Period, deliver, duly endorsed in blank, the certificate or
certificates representing the shares to be converted to the
Secretary of the Corporation at the Corporation's home office,
and at the same time notify the Secretary in writing over his
signature that he desires to convert his shares into shares of
Common Stock, without par value, of the Corporation pursuant to
these provisions.
(3) Upon receipt by the Secretary of a certificate or certificates
representing shares of Preferred Stock of the Corporation and a
notice that the holder thereof desires to convert the same, the
Corporation shall forthwith cause to be issued to the holders of
the Preferred Stock surrendering same, two (2) shares of Common
Stock, without par value, of the Corporation for each share of
Preferred Stock surrendered, or if the corporation has had a two
for one stock split of the Common Shares outstanding prior to any
Preferred Stock being surrendered for conversion the Corporation
shall forthwith cause to be issued to the holders of such
Preferred Stock surrendering same, four (4) shares of Common
Stock without par value, of the corporation for each share of
Preferred Stock surrendered, and shall deliver to such holder a
certificate in due form for such shares of Common Stock without
par value.
(4) Shares of Preferred Stock converted hereunder shall revert to the
status of unissued shares and shall not be reissued.
(5) The Corporation shall set aside and reserve a sufficient number
of shares of Common Stock, without par value, to be issued in the
event holders of the Preferred Stock exercise their conversion
rights.
(d) Redemption. The Corporation at its option expressed by resolution of
its Board of Directors, may call and redeem all or from time to time
any part of the shares of Preferred Stock not converted by the end of
the Conversion Period, by payment of the call and redemption price of
$10.00 per share.
Notice of each such redemption of shares of Preferred Stock shall be given
by the Corporation by mailing by certified mail, postage prepaid, a copy thereof
at least thirty (30) days prior to the redemption date to the holders of record
of Preferred Stock so to be redeemed at their respective addresses then
appearing on the books of the Corporation. If less than all of the outstanding
shares of Preferred Stock are to be redeemed, the shares to be redeemed shall be
chosen by lot or pro rata, as the Board of Directors may determine.
All shares of Preferred Stock which shall have been redeemed shall be
retired and not reissued.
(e) Pre-Emptive Rights. No shareholder of this Corporation shall have any
pre-emptive or preferential right to purchase or subscribe to any
shares of any class of this Corporation, now or hereafter to be
authorized, or any notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchase shares of
any class, now, or hereafter to be authorized, whether or not the
issue of any such notes, debentures, bonds or other securities, would
adversely affect the dividend or voting rights of such shareholder,
other than such rights, if any, as the Board of Directors in its
discretion from time to time may grant, and at such price as the Board
of Directors in its discretion may fix; and the Board of Directors may
issue shares of any class of this Corporation, or any notes,
debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of any class, without offering
any such shares or securities, either in whole or in part, to the
existing shareholders of any class.
(g) Transfer Limitations. The promoters or organizers of the Corporation
may not sell any of their shares of the corporation (1) until
$1,000,000 of annual premium income has been attained by a corporation
yet to be formed which will be a wholly owned subsidiary of the
corporation, whose purpose will be to sell life insurance, and (2)
until one year after the release of their shares from escrow.
File Number 5367-825-4
STATE OF ILLINOIIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO WITH AN EAGLE]
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
UNITED TRUST, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this
20th day of November A.D. 1987 and of the Independence of the United
States the two hundred and 12th.
(SEAL)
/s/ Jim Edgar
SECRETARY OF STATE
File Number 5367-825-4
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is United Trust, Inc.
(Note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was adopted
on September 1, 1987 in the manner indicated below. ("X" one box only.)
|_| By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
|X| By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
|_| By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors have been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
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(NEW NAME)
All changes other than name, include on page 2
(over)
Page 2
Resolution
Resolved, that the Articles of Incorporation be amended so
that the aggregate number of shares of common stock the
Corporation is authorized to issue is increased from 10,000,000
to 20,000,000.
Page 3
ARTICLE THREE The manner in which any exchange, reclassification or cancellation
of issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment, is as follows: (If not applicable, insert "No
change")
No Change
ARTICLE FOUR (a) The manner in which said amendment effects a change in the
amount of paid-in capital (Paid-in capital replaces the terms Stated
Capital and Paid in Surplus and is equal to the total of these accounts) is
as follows: (If not applicable, insert "No change")
No Change
(b) The amount of paid-in capital (Paid in Capital replaces the
terms Stated Capital and Pain in Surplus and is equal to the
total of these accounts) as changed by this amendment is as
follows: (If not applicable, insert "No change")
No Change
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either Item 1 or 2 below)
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury,
that the facts stated herein are true.
Dated November 20th, 1987 United Trust, Inc.
(Exact Name of Corporation)
attested by /s/ Thomas F. Morrow by /s/ Larry E. Ryherd
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
Thomas F. Morrow, Secretary Larry E. Ryherd, President
(Type or Print Name and Title) (Type or Print Name and Title)
(2) If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated __________________, 19 ______
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Page 4
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected. (ss.
10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
(a) to remove the names and addresses of directors named in the articles
of incorporation;
(b) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant toss.5.10 is also
filed;
(c) to split the issued whole shares and unissued authorized shares by
multiplying them by a whole number, so long as no class or series is
adversely affected thereby;
(d) to change the corporation name by substituting the word "corporation",
"incorporated", "company", "limited", or the abbreviation "corp.",
"inc.", "co.", or "ltd." for a similar word or abbreviation in the
name or by adding a geographical attribution to the name;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance withss.9.05;
(f) to restate the articles of incorporation as currently amended.
(ss.10.15)
NOTE 4: All amendments not adopted underss.10.10 orss.10.15 require (1) that the
board of directors adopt a resolution setting forth the proposed amendment
and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting (either
annual or special) or (2) by consent, in writing, without a meeting.
To be adopted, the amendment must receive the affirmative vote or consent
of the holders of at least 2/3 of the outstanding shares entitled to vote
on the amendment (but if class voting applies, then also at least a 2/3
vote within each class is required).
The articles of incorporation may supercede the 2/3 vote requirement by
specifying any smaller or larger vote requirement not less than a majority
of the outstanding shares entitled to vote and not less than a majority
within each class when class voting applies. (ss.10.20)
NOTE 5: When shareholder approval is by written consent, all shareholders must
be given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have not
signed the consent must be promptly notified of the passage of the
amendment. (ss.ss.7.10 & 10.20)
File Number 5367-825-4
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO WITH AN EAGLE]
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED
TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED
IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION
ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of
Illinois by virtue of the powers vested in me by law, do hereby issue this
certificate and attach hereto a copy of the Application of the aforesaid
corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois at the City of Springfield, this 6th day of
December A.D. 1991 and of the Independence of the United States the two
hundred and 16th.
(SEAL)
/s/ George H. Ryan
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
UNITED TRUST GROUP, INC.
1. CORPORATE NAME: UNITED TRUST, INC.
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted April
9 , 1991 in the manner indicated below. ("X" one box only)
|_| By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
|_| By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
|X| By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
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(NEW NAME)
All changes other than name, include on page 2
(over)
Resolution
Resolved, that the Articles of Incorporation of United
Trust, Inc. be amended so that the aggregate number of shares of
common stock the Corporation is authorized to issue is increased
from 20,000,000 to 25,000,000.
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment, is as follows: (If not applicable, insert "No
change")
No Change
4. (a) The manner in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and
Paid-in Surplus and is equal to the total of these accounts) is as follows:
(If not applicable, insert "No change")
No Change
(b) The amount of paid-in capital (Paid in Capital replaces the terms
Stated Capital and Pain in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not
applicable, insert "No change")
No Change
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either Item 5 or 6 below)
5. The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury,
that the facts stated herein are true.
Dated November 25, 1991 United Trust, Inc.
(Exact Name of Corporation)
attested by /s/ Thomas F. Morrow by /s/ Thomas F. Morrow
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
Thomas F. Morrow, Secretary Thomas F. Morrow, President
(Type or Print Name and Title) (Type or Print Name and Title)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated __________________, 19 ______
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STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO WITH AN EAGLE]
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED
TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED
IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION
ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of
Illinois by virtue of the powers vested in me by law,
do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois at the City of Springfield, this
30th day of March A.D. 1993 and of the Independence of the United
States the two hundred and 17th.
(SEAL)
/s/ George H. Ryan
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
UNITED TRUST GROUP, INC.
1. CORPORATE NAME: United Trust, Inc.
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted March
17 , 1993 in the manner indicated below. ("X" one box only)
|_| By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected; or by a majority of the board of directors, in
accordance with Section 10.10, the corporation having issued no
shares as of the time of adoption of this amendment;
(Note 2)
|_| By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action
not being required for the adoption of the amendment;
(Note 3)
|X| By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. At a meeting of shareholders, not
less than the minimum number of votes required by statute and by
the articles of incorporation were voted in favor of the
amendment;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the minimum number of
votes required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this
amendment.
(Note 4)
When amendment effects a name change, insert the new corporate name below. Use
Page 2 for all other amendments.
Article 1: The name of the corporation is:
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(NEW NAME)
All changes other than name, include on page 2
(over)
Text of Amendment
(Any article being amended is required to be set forth in its entirety)
See Exhibit A attached hereto.
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment, is as follows: (If not applicable, insert "No
change")
No Change
4. (a) The manner in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and
Paid-in Surplus and is equal to the total of these accounts) is as follows:
(If not applicable, insert "No change")
No Change
(b) The amount of paid-in capital (Paid in Capital replaces the terms
Stated Capital and Pain in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change")
No Change
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either Item 5 or 6 below)
5. The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury,
that the facts stated herein are true.
Dated March , 1993 United Trust, Inc.
(Exact Name of Corporation)
attested by /s/ George E. Francis by /s/ Larry E. Ryherd
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
George E. Francis, Secretary Larry E. Ryherd, President
(Type or Print Name and Title) (Type or Print Name and Title)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign belowl
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated __________________, 19 ______
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EXHIBIT A
PROPOSED AMENDMENT TO
ARTICLES OF INCORPORATION
On October 30, 1992, the Board of Directors found that the following
proposed amendment to the Articles of Incorporation was in the best interest of
the Company and directed that it be submitted to the shareholders:
RESOLVED, that the Articles of Incorporation of United Trust, Inc. be
amended as follows:
1. Article FOUR of the Articles of Incorporation of United Trust, Inc.
shall be deleted and in its place the following shall be substituted:
ARTICLE FOUR
Paragraph 1: The aggregate number of shares which the corporation is authorized
to issue is 35,150,000 divided into two classes. The designation of each class,
the number of shares of each class, and the par value, if any, of the shares of
each class, or a statement that the shares of any class are without par value
are as follows:
Par value per share or
Series Number of statement that shares are
Class (if any) shares without par value
Common None 35,000,000 Without par value
Preferred To be fixed 150,000 $100
by the Board
of Directors
Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
Common None
Preferred The Preferred Stock is senior to the Common Stock and the Common
Stock is subject to the rights and preferences of the Preferred Stock.
Paragraph 3: PREFERRED STOCK. The Preferred Stock is senior to the Common Stock,
and the Common Stock is subject to the rights and preferences of the Preferred
Stock as hereinafter set forth.
Series - The Preferred Stock may be issued from time to time in one or more
series in any manner permitted by law, as determined from time to time by the
Board of Directors and stated in the resolution or resolutions providing for the
issuance of such stock adopted by the Board of Directors pursuant to authority
hereby vested in it, each series to be appropriately designated, prior to the
issuance of any shares thereof, by some distinguishing letter or number. All
shares of each series of Preferred Stock shall be alike in every particular
(except as to the dates from which dividends shall commence to accrue). All
shares of Preferred Stock shall be of equal rank and have the same powers,
preferences and rights, and shall be subject to the same qualifications,
limitations, and restrictions, without distinction between the shares of
different series thereof, except only in regard to the following particulars,
which may be different in different series:
(a) the annual rate or rates of dividends payable on shares of such series
and the dates from which such dividends shall commence to accrue;
(b) the amount or amounts payable upon redemption thereof and the manner
in which the same may be redeemed;
(c) the amount or amounts payable to holders thereof upon any voluntary or
involuntary liquidation, dissolution, or winding up of the
corporation;
(d) the provisions relative to a sinking fund, if any, with respect
thereto;
(e) the terms and rates of conversion or exchange thereof, if convertible
or exchangeable; and
(f) the provisions as to voting rights, if any;
provided that if the stated dividends and amounts payable on liquidation are not
paid in full, the shares of all series of the Preferred Stock shall share
ratably in the payment of dividends including accumulation, if any, in
accordance with the sums which would be payable on such shares if all dividends
were declared and paid in full, and in any distribution of assets other than by
way of dividends in accordance with the sums which would be payable on such
distribution if all sums payable were discharged in full.
The designation of each particular series of Preferred Stock and its terms in
respect of the foregoing particulars shall be fixed and determined by the Board
of Directors in any manner permitted by law and stated in the resolution or
resolutions providing for the issuance of such stock adopted by the Board of
Directors pursuant to authority hereby vested in it, before any shares of such
series are issued, and shall be set forth in full or summarized on the stock
certificates for such series. The Board of Directors may from time to time
increase the number of shares of any series of Preferred Stock already created
by providing that any unissued shares of Preferred Stock shall constitute part
of such series, or may decrease (but not below the number of shares thereof then
outstanding) the number of shares of any series of Preferred Stock already
created by providing that any unissued shares previously assigned to such series
shall no longer constitute part thereof. The Board of Directors is hereby
empowered to classify or reclassify any unissued Preferred Stock by fixing or
altering the terms thereof in respect of the above-mentioned particulars and by
assigning the same to an existing or newly created series from time to time
before the issuance of such stock.
Dividends - The holders of Preferred Stock of each series shall be entitled to
receive, out of any funds legally available for the purpose, when and as
declared by the Board of Directors, cash dividends thereon at such rate per
annum as shall be fixed by resolution of the Board of Directors for such series,
and no more, payable as determined by the Board of Directors in the resolution
creating such series. Such dividends shall be cumulative or non-cumulative, as
determined by the Board of Directors in fixing the rights and preferences of
such series, and if cumulative shall be deemed to accrue from day to day
regardless of whether or not earned or declared, and shall commence to accrue
with respect to each share of Preferred Stock from such date or dates as may be
fixed by the Board of Directors prior to the issue thereof.
In no event, so long as any Preferred Stock shall remain outstanding, shall any
dividend whatsoever (other than a dividend payable in shares of stock ranking
junior to the Preferred Stock as to the dividends and assets) be declared or
paid upon, nor shall any distribution be made or ordered in respect of, the
Common Stock or any class of stock ranking junior to the Preferred Stock as to
dividends or assets, nor shall any moneys (other than the net proceeds received
from the sale of stock ranking junior to the Preferred Stock as to dividends and
assets) be set aside for or applied to the purchase or redemption (through a
sinking fund or otherwise) or shares of Common Stock or of any other class of
stock ranking junior to the Preferred Stock as to dividends or assets, unless
(i) all dividends on the Preferred Stock of all series for past dividend
periods shall have been paid and the full dividend on all outstanding shares of
Preferred Stock of all series for the then current dividend period shall have
been paid or declared and set apart for payment; and
(ii) the corporation shall have set aside all amounts, if any, theretofore
required to be set aside as and for sinking funds, if any, for the Preferred
Stock of all series for the then current year, and all defaults, if any, in
complying with any such sinking fund requirements in respect of previous years
shall have been made good.
Redemption - The corporation, at the option of the Board of Directors, may at
any time redeem the whole, or from time to time may redeem any part of any
series of Preferred Stock by paying therefor in cash the amount which shall have
been determined by the Board of Directors, in the resolution or resolutions
authorizing such series, to be payable upon the redemption of such shares at
such time. Redemption may be made of the whole or any part of the outstanding
shares of any one or more series, in the discretion of the Board of Directors;
if the redemption be a part of a series, the shares to be redeemed may be
selected by lot, or all of the shares of such series may be redeemed pro rata,
in such manner as may be prescribed by resolutions of the Board of Directors.
Subject to the foregoing provisions and to any qualifications, limitations, or
restrictions applicable to any particular series of Preferred Stock which may be
stated in the resolution or resolutions providing for the issuance of such
series, the Board of Directors shall have authority to prescribe from time to
time the manner in which any series of Preferred Stock shall be redeemed.
Liquidation - Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the Preferred Stock of each
series shall be entitled, before any distribution shall be made to the Common
Stock or to any other class of stock junior to the Preferred Stock as to
dividends or assets to be paid the full preferential amount or amounts fixed the
Board of Directors for such series as herein authorized, but the Preferred Stock
shall not be entitled to any further payment and any remaining net assets shall
be distributed ratably to the holders of the outstanding Common Stock. If upon
such liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, the net assets of the corporation shall be
insufficient to permit the payment to the holders of all outstanding shares of
Preferred Stock of all series of the full preferential amounts to which they are
respectively entitled, then the entire net assets of the corporation shall be
distributed ratably to the holders of all outstanding shares of Preferred Stock
in proportion to the full preferential amount to which each such share is
entitled. Neither a consolidation nor a merger of the corporation with or into
any corporation or corporations nor the sale of all or substantially all of the
assets of the corporation shall be deemed to be a liquidation, dissolution or
winding up within the meaning of this clause.
Voting - The holders of the Preferred Stock of each series shall be entitled to
such voting rights, if any, as shall be fixed by resolution of the Board of
Directors in creating such series. If so provided in the resolution creating any
series of Preferred Stock, the shares of such series may be nonvoting.
Conversion or Exchange - Any series of Preferred Stock may be made convertible
into, or exchangeable for, at the option of either the holder or the corporation
or upon the happening of a specified event, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation, at such price or prices or at such rate or rates of exchange and
with such adjustments as shall be stated in the resolution or resolutions
providing for the issuance of such stock adopted by the Board of Directors.
Paragraph 4: COMMON STOCK. The holders of the Common Stock shall be entitled to
receive such dividends as the Board of Directors may declare from time to time,
provided that any and all preferred dividends on the Preferred Stock for the
then current quarter have been theretofore set aside or paid, and all prior
quarterly dividends on the Preferred Stock have been paid in full. Upon the
liquidation of the corporation, the holders of the Common Stock shall receive,
share and share alike, all of the net assets of the corporation remaining after
the payment of the liquidation preference payable with respect to the Preferred
Stock. The Common Stock shall not be subject to redemption or retirement. Each
holder of the Common Stock shall be entitled to one vote for each share of such
stock standing in his name on the books of the corporation. The holders of the
Common Stock shall not have cumulative voting rights in the election of
directors.
Paragraph 5: NO PRE-EMPTIVE RIGHTS. No stockholder of the corporation shall,
because of his ownership of stock, have a pre-emptive or other right to
purchase, subscribe for or take any part of any stock or any part of the notes,
debentures, bonds, or other securities convertible into or carrying options or
warrants to purchase stock of the corporation. Any part of the capital stock and
any part of the notes, debentures, bonds or other securities convertible into or
carrying the Articles of Incorporation or any amendment thereto, may at any time
be issued, optioned for sale, and sold or disposed of by the corporation
pursuant to resolutions of its Board of Directors to such persons and upon such
terms as may to such Board seem proper without first offering such stock or
securities or any part thereof to existing stockholders.
File Number 5367-825-4
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, ARTICLES OF MERGER OF UNITED TRUST, INC. INCORPORATED UNDER THE
LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF
STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1,
A.D. 1984.
Now Therefore, I, Jesse White, Secretary of State of the State of Illinois
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois at the City of Springfield, this
28th day of July A.D. 1999 and of the Independence of the United
States the two hundred and 24th.
(SEAL)
/s/ Jesse White
SECRETARY OF STATE
ARTICLES OF MERGER
CONSOLIDATION OR EXCHANGE
Names of the corporation proposing to merge, and the state or country of their
incorporation:
Name of Corporation State or Country Corporation
of Incorporation File Number
United Trust, Inc. Illinois 5367-825-4
United Income, Inc. Ohio 711653
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The laws of the state or country under which each corporation is incorporated
permits such merger, consolidation or exchange.
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3. (a) Name of the surviving corporation: United Trust, Inc.
(b) it shall be governed by the laws of: Illinois
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If not sufficient space to cover this point, add one or more sheets of this size.
Plan of merger is as follows:
See attached:
Please note that pursuant to the Agreement and Plan of Reorganization and the
Articles of Merger and simultaneous to the merger of United Income, Inc. into
United Trust, Inc. (the surviving Illinois company) that United Trust, Inc.'s
name was changed to United Trust Group, Inc.
5. Plan of merger was approved as to each corporation not organized in
Illinois, in compliance with the laws of the state under which it is
organized, and as to each Illinois corporation, as follows:
(The following items are not applicable to mergers underss.11.30 - 90%
owned subsidiary provisions. See Article 7.)
(Only "X" one box for each Illinois corporation)
By the shareholders, a
resolution of the board of
directors having been duly By written consent of the
adopted and submitted to a shareholders having not less
vote at a meeting of share- than the minimum number of
holders. Not less than the votes required by statute and By written consent
minimum number of votes by the articles of incorporation. of ALL the share-
required by statute and by Shareholders who have not holders entitled to
the articles of incorporation consented in writing have vote on the action,
voted in favor of the action been given notice in accord- in accordance with
taken. (ss.11.20) ance withss.7.10 (ss.11.20) ss.7.10 andss.11.20
Name of
Corporation
United Trust, Inc. |X| |_| |_|
- ------------ |-| |-| |-|
- ------------ |-| |-| |-|
- ------------ |-| |-| |-|
- ------------ |-| |-| |-|
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6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of
Illinois:
a. The surviving, new or acquiring corporation may be served with process
in the State of Illinois in any proceeding for the enforcement of any
obligation of any corporation organized under the laws of the State of
Illinois which is a party to the merger, consolidation or exchange and
in any proceeding for the enforcement of the rights of a dissenting
shareholder of any such corporation organized under the laws of the
State of Illinois against the surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby is
irrevocably appointed as the agent of the surviving, new or acquiring
corporation to accept service of process in any such proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to the
dissenting shareholders of any corporation organized under the laws of
the State of Illinois which is a party to the merger, consolidation or
exchange the amount, if any, to which they shall be entitled under the
provisions of "The Business Corporation Act of 1983" of the State of
Illinois with respect to the rights of dissenting shareholders.
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7. (Complete this item if reporting a merger underss.11.30 - 90% owned
subsidiary provisions.)
a. The number of outstanding shares of each class of each merging
subsidiary corporation and the number of such shares of each class
owned immediately prior to the adoption of the plan of merger by the
parent corporation, are:
Total Number of Shares Number of Shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
- -------------------- ----------------- -------------------------
- -------------------- ----------------- -------------------------
- -------------------- ----------------- -------------------------
- -------------------- ----------------- -------------------------
- -------------------- ----------------- -------------------------
b. (Not applicable to 100% owned subsidiaries) The date of mailing a copy
of the plan of merger and notice of the right to dissent to the
shareholders of each merging subsidiary corporation was ________,
----.
Was written consent for the merger or written waiver of the 30-day
period by the holders of all the outstanding shares of all subsidiary
corporations received? |_|yes |_|no
(If the answer is "No," the duplicate copies of the Articles of Merger
may not be delivered to the Secretary of State until after 30 days
following the mailing of a copy of the plan of merger and of the
notice of the right to dissent to the shareholders of each merging
subsidiary corporation.)
8. The undersigned corporations have caused these articles to be
signed by their duly authorized officers, each of whom affirms,
under penalties of perjury, that the facts stated herein are
true. (All signatures must be in BLACK INK.)
Dated July 26, 1999 United Trust, Inc.
(Month & Day) (Year) (Exact Name of Corporation)
attested by /s/ Patricia G. Fowler_ by /s/ George E. Francis
(Signature of Assistant Secretary) (Signature of Vice President)
Patricia G. Fowler George E. Francis
(Type or Print Name and Title) (Type or Print Name and Title)
Dated July 26, 1999 United Income, Inc.
(Month & Day) (Year) (Exact Name of Corporation)
attested by /s/ Patricia G. Fowler_ by /s/ George E. Francis
(Signature of Assistant Secretary) (Signature of Vice President)
Patricia G. Fowler George E. Francis
(Type or Print Name and Title) (Type or Print Name and Title)
Dated ,
(Month & Day) (Year) (Exact Name of Corporation)
attested by by
((Signature of Assistant Secretary) (Signature of Vice President)
(Type or Print Name and Title) (Type or Print Name and Title)
Exhibit A
To Agreement and Plan
Of Reorganization
AGREEMENT AND ARTICLES OF MERGER
Merging
UNITED INCOME, INC.
a corporation of the State of Ohio
With and Into
UNITED TRUST, INC.
a corporation of the State of Illinois
Agreement and Articles of Merger, dated July 26, 1999, by and between
United Trust, Inc., an Illinois corporation ("UTI") and United Income, Inc., an
Ohio corporation ("UII"), said corporations being together hereinafter sometimes
referred to as the "constituent Corporations".
Whereas, UTI is a corporation duly organized and existing under the laws of
the State of Illinois and has authorized capital stock of 3,500,000 shares of
Common Stock, no par value, of which 2,518,438 shares are issued and outstanding
with 29,260 shares being held in the treasury and 150,000 shares of Preferred
Stock, par value $100 per share of which no shares are outstanding.
Whereas, UII is a corporation duly organized and existing under the laws of
the State of Ohio and has authorized capital stock of 2,310,001 shares of Common
Stock, no par value, of which 1,569,509 shares are issued and outstanding with
177,590 shares being held in the treasury and 150,000 shares of Preferred Stock,
par value $100 per share of which no shares are outstanding.
Whereas, the Board of Directors of each of the Constituent Corporations has
adopted resolutions declaring advisable and to the best interests of the
Constituent Corporations and their respective stockholders that UII be merged
with and into UTI, and that simultaneously UTI will change its name to United
Trust Group, Inc. (the "Surviving Corporation"), under and pursuant to the
Illinois Business Corporation Act and the Ohio General Corporation Law, and on
the terms and conditions herein contained (the "Merger").
ARTICLE I
1.1 UTI and UII agree to effect the Merger of UII with and into UTI. UTI
and UII jointly own 100% of the outstanding capital stock of United Trust Group,
Inc., an Illinois corporation ("UTG"). Immediately following the merger, UTI
will liquidate UTG. UTI will change its name to UTG and shall be the Surviving
Corporation and shall continue to be governed by the laws of the State of
Illinois. The name of the Surviving Corporation shall be "United Trust Group,
Inc." The terms and conditions of the Merger and the manner of carrying the same
into effect are as set forth in this Agreement and Articles of Merger
(hereinafter referred to as this "Agreement").
1.2 The Certificate of Incorporation of UTI, as in effect immediately
prior to the Effective Date, until further amended, shall be and
constitute the Certificate of Incorporation of the Surviving
Corporation, and an amendment to said Certificate of Incorporation
shall be effected as a result of the Merger to reflect its name change
to United Trust Group, Inc.
1.3 The Bylaws of UTI, as in effect immediately prior to the Effective
Date, until further amended, shall be and constitute the Bylaws of the
Surviving Corporation.
1.4 The Board of Directors of UTI shall not be changed as a result of the
Merger.
1.5 The officers of UTI shall not be changed as a result of the Merger.
ARTICLE II
2.1 The existence of UII shall cease on the Effective Date of the Merger,
and the existence of UTI shall continue unaffected and unimpaired by
the Merger. On the Effective Date of the Merger, in addition to the
general powers of corporations, UTI shall enjoy the rights, franchises
and privileges possessed by each of the Constituent Corporations,
subject to the restrictions, liabilities, duties and provisions of a
corporation organized under the Illinois Business Corporation Act; and
all the rights, privileges, franchises and interest of each of the
Constituent Corporations, and all the property, real, personal and
mixed, and all the debts due on whatever account to either of them, as
well as all stock subscriptions, securities and other things in action
belonging to either of them, shall be taken and deemed to be
transferred to and vested in the Surviving Corporation, without
further act or deed; and all claims, demands, property and every
interest shall be the property of the Surviving Corporation as they
were of the Constituent Corporation, shall not be deemed to revert or
deemed to be in any way impaired by reason of the Merger, but shall be
vested in the Surviving Corporation; provided, however, that rights of
creditors and all liens upon any property of any of the Constituent
Corporations shall not in any manner be impaired, nor shall any
liability or obligation due or to become due, or any claim or demand
for any cause existing against any such corporation be released or
impaired by such Merger, but the Surviving Corporation shall be deemed
to have assumed and shall be liable for liabilities and obligations of
either of the Constituent Corporations, in the same manner as if the
Surviving Corporations, in the same manner as if the Surviving
Corporation had itself incurred such liabilities or obligations.
2.2 The Surviving Corporation may be served with process in the State of
Ohio in any proceeding therein for enforcement of any obligation of
UII as well as for enforcement of any obligation UII or the Surviving
Corporation arising from the Merger, and the Surviving Corporation
does hereby irrevocably appoint the Secretary of the State of Ohio as
its agent to accept service of process in any such suit or other
proceeding. The address to which a copy of such process shall be
mailed to said agent is c/o United Trust Group, Inc., 5250 South Sixth
Street Road, Springfield, Illinois 62703, until UTG shall have
hereafter designated in writing to the said agent a different address
for such purpose. Service of such process may be made by personally
delivering to and leaving with said agent duplicate copies of such
process, one of which copies the agent shall forthwith send by
registered mail to UTG at the above address.
2.3 The Surviving Corporation will promptly pay to dissenting stockholders
of UII the amount, if any, to which they are entitled under the
relevant provisions of the Ohio General Corporation Law.
2.4 Subject to the terms and conditions herein provided, this Agreement
shall be certified, executed and acknowledged to comply with
applicable filing and recording requirements of the Illinois Business
Corporation Act and the Ohio General Corporation Law on the closing
date referred to in Section 6.8 of that certain Agreement and Plan of
Reorganization, dated March 31, 1998, between the Constituent
Corporations (the "Acquisition Agreement"), (the date of such
certification, execution and acknowledgement being herein referred to
as the "Closing Date"). On the Closing Date or as soon thereafter as
practicable, a certified Agreement and Articles of Merger
incorporating this Agreement shall be filed pursuant to Illinois
Business Corporation Act and the Ohio General Corporation Law with the
Secretary of the State of Illinois and Ohio, respectively, and a
certified copy thereof shall be recorded in the Office of the Recorder
of the appropriate county or counties in Illinois and Ohio,
respectively. This Agreement shall become effective in the State of
Illinois at the close of business on the day on which such filing is
completed, and shall become effective in the State of Ohio upon the
issuance by the Secretary of the State of Ohio of a Certificate of
Merger (the latter of which dates is herein referred to as the
"Effective Date").
ARTICLE III
3.1 The manner of converting or exchanging the shares of UII into shares
of UTI shall be as hereinafter set forth in this Article III.
3.2 Each share of UTI Common Stock issued and outstanding immediately
prior to the Effective Date shall continue to be an issued and
outstanding share of UTI, fully paid and non-assessable.
3.3 Each share of UII Common Stock issued and outstanding immediately
prior to the Effective Date (excluding shares of UII Common Stock held
by UII as treasury stock, which shares shall be cancelled and
extinguished at the Effective Date) and all rights in respect thereof
shall, upon the Effective Date, by virtue of the Merger and without
any action on the part of the holder thereof, be exchanged for and
converted into one share of UTI Common Stock.
3.4 Each share of UTI Common Stock issued pursuant to this Article III
shall be fully paid and non-assessable. From and after the Effective
Date, each certificate which theretofore represented shares of UII
Common Stock shall evidence ownership of shares of the UTI Common
Stock on the basis hereinafter set forth, and the exchange and
conversion shall be complete and effective on the Effective Date
without regard to the date or dates on which outstanding UII Common
Stock shall be cancelled.
3.5 On the Effective Date, UTI will deliver to the Exchange Agent
certificates representing the number of shares of UTI Common Stock
that will be required for delivery to the stockholders of UII pursuant
to the Merger, and will take such further action as may be necessary
in order that certificates for shares of the UTI Common Stock may be
delivered to the stockholders of UII. Dividends or other distributions
payable after the Effective Date to holder of record in respect of
such shares of the UTI Common Stock issued in exchange for UII Common
Stock shall not be paid to holders thereof until certificates
evidencing the UII Common Stock are surrendered for exchange as
aforesaid.
ARTICLE IV
4.1 The obligations of UTI and UII to effect the Merger shall be subject
to all of the terms and conditions of the Acquisition Agreement.
4.2 This Agreement may be terminated or amended prior to the Filing Date
in the manner and upon the conditions set forth in the Acquisition
Agreement.
4.3 This Agreement may be executed in any number of counterparts, each of
which shall be deemed and original but all of which together shall
constitute but one instrument.
IN WITNESS WHEREOF, each of the Constituent Corporations has caused this
Agreement to be duly executed by its duly authorized officer, attested to by its
Secretary and its corporate seal, all as of the date first above written.
UNITED TRUST, INC.
ATTEST:
/s/ George E. Francis /s/ Larry E. Ryherd
George E. Francis Larry E. Ryherd
Secretary Chief Executive Officer
[CORPORATE SEAL]
UNITED INCOME, INC.
ATTEST:
/s/ George E. Francis /s/ James E. Melville
George E. Francis James E. Melville
Secretary President
[CORPORATE SEAL]
THE UNDERSIGNED, Chief Executive Officer of United Trust, Inc. who executed
on behalf of said corporation the foregoing Agreement and Articles of Merger, of
which this Certificate is made a part, hereby acknowledges, in the name of and
on behalf of said corporation, the foregoing Agreement and Articles of Merger to
be the corporate act of said corporation and further certifies that, to the best
of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material respects,
under the penalties of perjury.
Larry E. Ryherd
Chief Executive Officer
THE UNDERSIGNED, President of United Income, Inc. who executed on behalf of
said corporation the foregoing Agreement and Articles of Merger, of which this
Certificate is made a part, hereby acknowledges, in the name of and on behalf of
said corporation, the foregoing Agreement and Articles of Merger to be the
corporate act of said corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under the
penalties of perjury.
James E. Melville
President
File Number 5367-825-4
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF UNITED
TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED
IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION
ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, Jesse White, Secretary of State of the State of Illinois
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois at the City of Springfield, this
28th day of July A.D. 1999 and of the Independent of the United States
the two hundred and 24th.
(SEAL)
/s/ Jesse White
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
UNITED TRUST GROUP, INC.
CORPORATE NAME: United Trust Group, Inc.
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
July 26 , 1999 in the manner indicated below. ("X" one box only)
(Month & Day) (Year)
|_| By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected;
(Note 2)
|_| By a majority of the board of directors, in accordance with
Section 10.10, the corporation having issued no shares as of the
time of adoption of this amendment;
(Note 2)
|_| By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action
not being required for the adoption of the amendment;
(Note 3)
|X| By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. At a meeting of shareholders, not
less than the minimum number of votes required by statute and by
the articles of incorporation were voted in favor of the
amendment;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the minimum number of
votes required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
(Note 4 & 5)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this
amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
-------------------------- --------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)
See attached Exhibit A.
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or effected by this amendment, is as follows:
(If not applicable, insert "No change")
No change
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total of
these accounts) is as follows: (If not applicable, insert "No change")
No change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not
applicable, insert "No change")
No change
Before Amendment After Amendment
Paid-in Capital $ ___________ $ ___ _________
(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated July 26, 1999 United Trust Group, Inc.
(Month & Day) (Year) (Exact Name of Corporation at date of execution)
attested by /s/ Patricia G. Fowler_ by /s/ George E. Francis
(Signature of Assistant Secretary) (Signature of Vice President)
Patricia G. Fowler George E. Francis
(Type or Print Name and Title) Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.
Dated ______________________________ , _________
(Month and Day) (Year)
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected. (ss.
10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
(g) to remove the names and addresses of directors named in the articles
of incorporation;
(h) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant toss.5.10 is also
filed;
(i) to split the issued whole shares and unissued authorized shares by
multiplying them by a whole number, so long as no class or series is
adversely affected thereby;
(j) to change the corporation name by substituting the word "corporation",
"incorporated", "company", "limited", or the abbreviation "corp.",
"inc.", "co.", or "ltd." for a similar word or abbreviation in the
name or by adding a geographical attribution to the name;
(k) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance withss.9.05,
(l) to restate the articles of incorporation as currently amended.
(ss.10.15)
NOTE 4: All amendments not adopted underss.10.10 orss.10.15 require (1) that the
board of directors adopt a resolution setting forth the proposed amendment
and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting (either
annual or special) or (2) by consent, in writing, without a meeting.
To be adopted, the amendment must receive the affirmative vote or consent
of the holders of at least 2/3 of the outstanding shares entitled to vote
on the amendment (but if class voting applies, then also at least a 2/3
vote within each class is required).
The articles of incorporation may supercede the 2/3 vote requirement by
specifying any smaller or larger vote requirement not less than a majority
of the outstanding shares entitled to vote and not less than a majority
within each class when class voting applies. (ss.10.20)
NOTE 5: When shareholder approval is by written consent, all shareholders must
be given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have not
signed the consent must be promptly notified of the passage of the
amendment. (ss.ss.7.10 & 10.20)
EXHIBIT A
PROPOSED AMENDMENT TO
ARTICLES OF INCORPORATION
On July 26, 1999, the following proposed amendment to the Articles of
Incorporation, having been duly authorized and adopted by the Board of Directors
of United Trust Group, Inc. was approved and adopted by the stockholders of
United Trust Group, Inc. at a Special Meeting of the Shareholders.
RESOLVED, that the Articles of Incorporation of United Trust Group, Inc. be
amended as follows:
8. Article FOUR of the Articles of Incorporation of United Trust Group, Inc.
shall be deleted and in its place the following shall be substituted:
ARTICLE FOUR
Paragraph 1: The aggregate number of shares which the corporation is authorized
to issue is $7,150,000 divided into two classes. The designation of each class,
the number of shares of each class, and the par value, if any, of the shares of
each class, or a statement that the shares of any class are without par value
are as follows:
Par value per share or
Series Number of statement that shares are
Class (if any) shares without par value
Common None 7,000,000 Without par value
Preferred To be fixed 150,000 $100
by the Board
of Directors
Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
Common None
Preferred The Preferred Stock is senior to the Common Stock and the Common
Stock is subject to the rights and preferences of the Preferred Stock.
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Paragraph 3: PREFERRED STOCK. The Preferred Stock is senior to the Common Stock,
and the Common Stock is subject to the rights and preferences of the Preferred
Stock as hereinafter set forth.
Series - The Preferred Stock may be issued from time to time in one or more
series in any manner permitted by law, as determined from time to time by the
Board of Directors and stated in the resolution or resolutions providing for the
issuance of such stock adopted by the Board of Directors pursuant to authority
hereby vested in it, each series to be appropriately designated, prior to the
issuance of any shares thereof, by some distinguishing letter or number. All
shares of each series of Preferred Stock shall be alike in every particular
(except as to the dates from which dividends shall commence to accrue). All
shares of Preferred Stock shall be of equal rank and have the same powers,
preferences and rights, and shall be subject to the same qualifications,
limitations, and restrictions, without distinction between the shares of
different series thereof, except only in regard to the following particulars,
which may be different in different series:
(a) dates from which such dividends shall commence to accrue;
(b) the amount or amounts payable upon redemption thereof and the manner
in which the same may be redeemed;
(c) the amount or amounts payable to holders thereof upon any voluntary or
involuntary liquidation, dissolution, or winding up of the
corporation;
(d) the provisions relative to a sinking fund, if any, with respect
thereto;
(e) the terms and rates of conversion or exchange thereof, if convertible
or exchangeable; and
(f) the provisions as to voting rights, if any;
provided that if the stated dividends and amounts payable on liquidation are not
paid in full, the shares of all series of the Preferred Stock shall share
ratably in the payment of dividends including accumulation, if any, in
accordance with the sums which would be payable on such shares if all dividends
were declared and paid in full, and in any distribution of assets other than by
way of dividends in accordance with the sums which would be payable on such
distribution if all sums payable were discharged in full.
The designation of each particular series of Preferred Stock and its terms in
respect of the foregoing particulars shall be fixed and determined by the Board
of Directors in any manner permitted by law and stated in the resolution or
resolutions providing for the issuance of such stock adopted by the Board of
Directors pursuant to authority hereby vested in it, before any shares of such
series are issued, and shall be set forth in full or
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summarized on the stock certificates for such series. The Board of Directors may
from time to time increase the number of shares of any series of Preferred Stock
already created by providing that any unissued shares of Preferred Stock shall
constitute part of such series, or may decrease (but not below the number of
shares thereof then outstanding) the number of shares of any series of Preferred
Stock already created by providing that any unissued shares previously assigned
to such series shall no longer constitute part thereof. The Board of Directors
is hereby empowered to classify or reclassify any unissued Preferred Stock by
fixing or altering the terms thereof in respect of the above-mentioned
particulars and by assigning the same to an existing or newly created series
from time to time before the issuance of such stock.
Dividends - The holders of Preferred Stock of each series shall be entitled to
receive, out of any funds legally available for the purpose, when and as
declared by the Board of Directors, cash dividends thereon at such rate per
annum as shall be fixed by resolution of the Board of Directors for such series,
and no more, payable as determined by the Board of Directors in the resolution
creating such series. Such dividends shall be cumulative or non-cumulative, as
determined by the Board of Directors in fixing the rights and preferences of
such series, and if cumulative shall be deemed to accrue from day to day
regardless of whether or not earned or declared, and shall commence to accrue
with respect to each share of Preferred Stock from such date or dates as may be
fixed by the Board of Directors prior to the issue thereof.
In no event, so long as any Preferred Stock shall remain outstanding, shall any
dividend whatsoever (other than a dividend payable in shares of stock ranking
junior to the Preferred Stock as to the dividends and assets) be declared or
paid upon, nor shall any distribution be made or ordered in respect of, the
Common Stock or any class of stock ranking junior to the Preferred Stock as to
dividends or assets, nor shall any moneys (other than the net proceeds received
from the sale of stock ranking junior to the Preferred Stock as to dividends and
assets) be set aside for or applied to the purchase or redemption (through a
sinking fund or otherwise) or shares of Common Stock or of any other class of
stock ranking junior to the Preferred Stock as to dividends or assets, unless
(i) all dividends on the Preferred Stock of all series for past dividend
periods shall have been paid and the full dividend on all outstanding shares of
Preferred Stock of all series for the then current dividend period shall have
been paid or declared and set apart for payment; and
(ii) the corporation shall have set aside all amounts, if any, theretofore
required to be set aside as and for sinking funds, if any, for the Preferred
Stock of all series for the then current year, and all defaults, if any, in
complying with any such sinking fund requirements in respect of previous years
shall have been made good.
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Redemption - The corporation, at the option of the Board of Directors, may at
any time redeem the whole, or from time to time may redeem any part of any
series of Preferred Stock by paying therefor in cash the amount which shall have
been determined by the Board of Directors, in the resolution or resolutions
authorizing such series, to be payable upon the redemption of such shares at
such time. Redemption may be made of the whole or any part of the outstanding
shares of any one or more series, in the discretion of the Board of Directors;
if the redemption be a part of a series, the shares to be redeemed may be
selected by lot, or all of the shares of such series may be redeemed pro rate,
in such manner as may be prescribed by resolutions of the Board of Directors.
Subject to the foregoing provisions and to any qualifications, limitations, or
restrictions applicable to any particular series of Preferred Stock which may be
stated in the resolution or resolutions providing for the issuance of such
series, the Board of Directors shall have authority to prescribe from time to
time the manner in which any series of Preferred Stock shall be redeemed.
Liquidation - Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the Preferred Stock of each
series shall be entitled, before any distribution shall be made to the Common
Stock or to any other class of stock junior to the Preferred Stock as to
dividends or assets to be paid the full preferential amount or amounts fixed the
Board of Directors for such series as herein authorized, but the Preferred Stock
shall not be entitled to any further payment and any remaining net assets shall
be distributed ratably to the holders of the outstanding Common Stock. If upon
such liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, the net assets of the corporation shall be
insufficient to permit the payment to the holders of all outstanding shares of
Preferred Stock of all series of the full preferential amounts to which they are
respectively entitled, then the entire net assets of the corporation shall be
distributed ratably to the holders of all outstanding shares of Preferred Stock
in proportion to the full preferential amount to which each such share is
entitled. Neither a consolidation nor a merger of the corporation with or into
any corporation or corporations nor the sale of all or substantially all of the
assets of the corporation shall be deemed to be a liquidation, dissolution or
winding up within the meaning of this clause.
Voting - The holders of the Preferred Stock of each series shall be entitled to
such voting rights, if any, as shall be fixed by resolution of the Board of
Directors in creating such series. If so provided in the resolution creating any
series of Preferred Stock, the shares of such series may be nonvoting.
Conversion or Exchange - Any series of Preferred Stock may be made convertible
into, or exchangeable for, at the option of either the holder or the corporation
or upon the happening of a specified event, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation, at such price or prices
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or at such rate or rates of exchange and with such adjustments as shall be
stated in the resolution or resolutions providing for the issuance of such stock
adopted by the Board of Directors.
Paragraph 4: COMMON STOCK. The holders of the Common Stock shall be entitled to
receive such dividends as the Board of Directors may declare from time to time,
provided that any and all preferred dividends on the Preferred Stock for the
then current quarter have been theretofore set aside or paid, and all prior
quarterly dividends on the Preferred Stock have been paid in full. Upon the
liquidation of the corporation, the holders of the Common Stock shall receive,
share and share alike, all of the net assets of the corporation remaining after
the payment of the liquidation preference payable with respect to the Preferred
Stock. The Common Stock shall not be subject to redemption or retirement. Each
holder of the Common Stock shall be entitled to one vote for each share of such
stock standing in his name on the books of the corporation. The holders of the
Common Stock shall not have cumulative voting rights in the election of
directors.
Paragraph 5: NO PRE-EMPTIVE RIGHTS. No stockholder of the corporation shall,
because of his ownership of stock, have a pre-emptive or other right to
purchase, subscribe for or take any part of any stock or any part of the notes,
debentures, bonds, or other securities convertible into or carrying options or
warrants to purchase stock of the corporation. Any part of the capital stock and
any part of the notes, debentures, bonds or other securities convertible into or
carrying the Articles of Incorporation or any amendment thereto, may at any time
be issued, optioned for sale, and sold or disposed of by the corporation
pursuant to resolutions of its Board of Directors to such persons and upon such
terms as may to such Board seem proper without first offering such stock or
securities or any part thereof to existing stockholders.
