EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
UTG, INC.
1. Name. The name of the corporation is UTG, Inc. (hereinafter the or this
"Corporation").
2. Registered Office; Registered Agent. The registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400,
New Castle County, Wilmington, Delaware 19808. The Registered Agent at the
same address is Corporation Service Company.
3. Purpose. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Delaware
General Corporation Law.
4. Capital Stock.
A. Classes of Stock. The Corporation is authorized to issue two (2)
classes of stock designated, respectively, "Common Stock" (the "Common
Stock") and "Preferred Stock" (the "Preferred Stock"). The total
number of shares which the Corporation is authorized to issue is Seven
Million One Hundred Fifty Thousand (7,150,000), each with a par value
of $0.001 per share, of which Seven Million (7,000,000) shares shall
be Common Stock and One Hundred Fifty Thousand (150,000) shares shall
be Preferred Stock.
The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or
restrictions thereof in respect of each class of capital stock of the
Corporation.
B. 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.
C. Preferred Stock.
[1]. Rank. 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.
[2]. 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]. 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.
[3]. 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) of shares
of Common Stock or of any other class of stock ranking junior to the
Preferred Stock as to dividends or assets, unless
[a]. 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
[b]. 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.
[4]. 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.
[5]. 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.
[6]. 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.
[7]. 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.
D. No Preemptive Rights. No stockholder of the Corporation shall,
because of his ownership of stock, have a preemptive 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 options or warrants
to purchase stock of the Corporation authorized by 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.
5. Incorporator. The name and original mailing address of the sole
incorporator is as follows: WT&C Corporate Services, Inc., 500 West
Jefferson Street, Suite 2800, Louisville, Kentucky 40202.
6. Elimination of Director Liability. A director of the Corporation shall not
be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law is amended after the filing of the
Certificate of Incorporation of which this Article 6 is a part to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.
7. Bylaws. The Board of Directors of the Corporation is authorized and
empowered from time to time in its discretion to make, alter, amend or
repeal the Bylaws of the Corporation, except as such power may be
restricted or limited by Delaware General Corporation Law.
8. Election of Directors. Directors of the Corporation need not be elected by
written ballot unless otherwise required in the Corporation's Bylaws.
IN WITNESS WHEREOF, this Certificate of Incorporation has been executed by
the Incorporator of UTG, Inc. as of the 1st day of April, 2005.
WT&C CORPORATE SERVICES, INC.
By:____/s/ Barbara G. Mangus _______
Barbara G. Mangus, Vice President
