ARTICLES OF AMENDMENT OF
AFLAC INCORPORATED
Pursuant to the Georgia Business Corporation Code, AFLAC Incorporated,
a Georgia corporation, hereby submits the following Articles of Amendment:
I.
The name of the Corporation is AFLAC Incorporated and the Charter
Number of the Corporation is J506758.
II.
The first sentence of Article IV is amended to read in its entirety as
follows:
"The Corporation shall have the authority to issue one billion
(1,000,000,000) shares of common stock having a par value of $.10 per
share (the "Common Stock")."
III.
The amendment was adopted on May 1, 2000 by the vote of the holders of
three hundred seventy-nine million four hundred thirty-two thousand thirty-
five (379,432,035) votes representing fifty-four percent (54%) of the votes
outstanding and entitled to vote their own. The affirmative vote of the
holders of the majority of the outstanding voting rights of common stock
entitled to vote is required to amend the Articles of Incorporation.
IN WITNESS THEREOF, AFLAC Incorporated has caused these Articles of
Amendment to be executed and its corporate seal to be affixed and has caused
the foregoing to be attested, all by its duly authorized officers, this the
5th day of May, 2000.
AFLAC INCORPORATED
By: /s/ Daniel P. Amos
-------------------------------
Daniel P. Amos
President and Chief Executive Officer
Attest: /s/ Joey M. Loudermilk
-----------------------------
Joey M. Loudermilk
Secretary
(Corporate Seal)
1
ARTICLES OF AMENDMENT
The shareholders of AFLAC INCORPORATED, a corporation organized and
existing under the laws of the State of Georgia, did on May 5, 1997, adopt
an amendment to the Articles of Incorporation of said corporation such that
the first sentence of Article IV is amended to read in its entirety as
follows:
"The corporation shall have the authority to issue four
hundred million (400,000,000) shares of common stock having a
par value of $.10 per share (the "Common Stock")."
Such amendment was adopted by the vote of the holders of
272,329,338.797 votes, there being 386,258,207 votes outstanding and
entitled to vote thereon. The affirmative vote of the holders of a majority
of the outstanding voting rights of Common Stock entitled to vote is
required to amend the Articles of Incorporation.
IN WITNESS WHEREOF, AFLAC INCORPORATED has caused these Articles of
Amendment to be executed and its corporate seal to be affixed and has caused
the foregoing to be attested, all by its duly authorized officers, on this
6th day of May, 1997.
By: /s/ Daniel P. Amos
------------------------------------
Name: DANIEL P. AMOS, President
Title: and Chief Executive Officer
ATTEST: /s/ Joey M. Loudermilk
---------------------------
Name: JOEY M. LOUDERMILK
Title: Secretary
(Corporate Seal)
2
ARTICLES OF AMENDMENT
Pursuant to the provisions of the Georgia Business Corporation Code,
Section 14-2-1006, the undersigned corporation hereby amends its Articles of
Incorporation, and for that purpose, submits the following statement:
(1) The name of the corporation is: American Family Corporation
(2) The text of each amendment adopted is:
"The name of the corporation is AFLAC Incorporated"
"The title of the Bylaws of the Corporation be, effective January 1, 1992,
amended to read as follows: 'Bylaws of AFLAC Incorporated.'"
(3) The manner of implementation of any exchange reclassification, or
cancellation of issued shares is as follows: All outstanding shares of
American Family Corporation will be honored as shares of AFLAC Incorporated;
all reissued or newly issued shares after January 1, 1992 will be in the
name of AFLAC Incorporated.
(4) The amendment was duly adopted on December 10, 1991 by the board
of directors without shareholder approval, as such approval is not required.
(5) The date said name change will be effective is January 1, 1992.
(6) The corporation certifies that a notice of Intent to File Articles
of Amendment to change name of corporation and a publishing fee of $40.00
has been delivered to the Columbus Ledger-Enquirer, as required by law, the
date below written.
American Family Corporation
DATE: December 10, 1991
/s/ Joey M. Loudermilk
-----------------------------------
JOEY M. LOUDERMILK
General Counsel and
Assistant Corporate Secretary
3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN FAMILY CORPORATION
I. The name of the corporation is American Family Corporation (the
"Corporation"),
II. These Articles of Amendment amend Article IV, Section (iii) of
the Articles of Incorporation of the Corporation by adding the following
sentence following the word "therefore":
"Shares purchased by the Corporation shall become Treasury
shares and may be reissued."
III. The amendment was adopted by the Board of Directors of the
Corporation on October 15, 1990. In accordance with Section 14-2-631(d) of
the Georgia Business Corporation Code, no shareholder action was required
for the amendment.
IN WITNESS WHEREOF, American Family Corporation has caused these
Restated Articles of Amendment to be executed and its corporate seal to be
affixed and has caused the foregoing to be attested by its duly authorized
officer, on this 26th day of March, 1991.
AMERICAN FAMILY CORPORATION
By: /s/ Daniel P. Amos
------------------------------
Daniel P. Amos
Title: Chief Executive Officer
------------------------------
(Corporate Seal)
ATTEST:
/s/ Louis A. Hazouri, Jr.
- ------------------------------------
Louis A. Hazouri, Jr.
Secretary
4
ARTICLES OF AMENDMENT
The shareholders of AMERICAN FAMILY CORPORATION, a corporation
organized and existing under the laws of the State of Georgia, did on April
25, 1988, adopt an amendment to the Articles of Incorporation of said
Corporation as follows:
"No director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of duty of care
or other duty as a director. Notwithstanding the foregoing, a
director shall be liable to the extent provided by applicable
law: (i) for the appropriation in violation of his duties of
any business opportunity of the corporation; (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) for any action
for which the director could be found liable pursuant to
Section 14-2-154 of the Official Code of Georgia Annotated, or
any amendment thereto or successor provision thereto; and
(iv) for any transaction from which the director derived an
improper personal benefit. This provision shall not eliminate
or limit the liability of a director for any act or omission
occurring prior to April 26, 1988 (the effective date of the
amendment). If the Official Code of Georgia Annotated hereafter
is amended to authorize the further elimination or limitation
of the liability of directors, then the liability of the director
of the corporation, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent
permitted by the amended Official Code of Georgia Annotated. No
amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director
of the corporation for or with respect to any acts or omission
of such director occurring prior to the effective date of such
amendment."
Said amendment was adopted by the vote of the holders of
234,783,541.672 votes, there being 80,957,884 shares outstanding and
entitled to vote thereon. The vote of a majority of shareholders entitled
to vote is required to amend the Articles of Incorporation.
IN WITNESS WHEREOF, the American Family Corporation has caused these
Articles of Amendment to be executed and its corporate seal to be affixed
and has caused the foregoing to be attested, all by its duly authorized
officers, on this 25th day of April, 1988.
By: /s/ Joey M. Loudermilk
-------------------------------
Vice President
ATTEST: /s/ Jay W. Hobson
----------------------------
Assistant Secretary
(Corporate Seal)
5
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN FAMILY CORPORATION
I.
The name of the Corporation is American Family Corporation.
II.
The Articles of Incorporation of American Family Corporation are hereby
amended by striking in its entirety the first sentence of Article IV of said
Articles and adding thereto the following new first sentence of Article IV
so that the Articles of Incorporation of American Family Corporation, as
amended, shall read as follows: "The Corporation shall have authority to
issue one hundred seventy-five million (175,000,000) shares of common stock
having a par value of $.10 per share (the "Common Stock").
III.
The amendment to the Articles of Incorporation of the Corporation set
forth in Section II hereof was adopted by the shareholders of the
Corporation at a meeting duly held on April 27, 1987.
IV.
(a) The vote of the shareholders of the Corporation required to adopt
the Amendment set forth in Section II hereof was the vote of the holders of
a majority of the stock of the Corporation having voting power defined as
follows: Except as otherwise provided in subparagraph (2) of this paragraph
(a), every holder of record of the Corporation's common stock shall be
entitled to:
(1) Vote in person or by proxy on each matter submitted to a vote
at a meeting of shareholders for each share of the common stock of record by
such holder as of the record date of such meeting.
(2) Notwithstanding subparagraph (1) of this paragraph (a), a
holder of record of a share of the common stock which share meets one or
both of the following criteria, shall be entitled to ten (10) votes on each
matter submitted to a vote at a meeting of shareholders for each share of
the common stock so owned by such holder of record as of the record of such
meeting.
(i) Such share of the common stock has had the same
beneficial owner since April 22, 1985, or
(ii) Such share of the common stock has had the same
beneficial owner for a continuous period of greater than 48 months prior to
the record date of such meeting.
6
(b) The number of shares of the Corporation's common stock which were
issued and outstanding and entitled to vote as of March 6, 1987 the record
date for said shareholders' meeting, was 80,512,901. Of said shares,
50,306,837 shares had the right to vote one vote per share and 30,206,064
shares had the right to vote ten votes per share. The total number of
voting rights represented by said shares was 352,367,477.
(c) The number of voting rights required to be voted to adopt the
Amendment was 176,183,739 representing the majority of the voting rights
represented by the issued and outstanding shares entitled to vote thereon.
The number of voting rights of the Corporation's common stock being voted in
favor of said Amendment, voting generally and as a class, was 227,157,291 or
64.5 percent of the voting rights represented by the issued and outstanding
shares entitled to vote. The number of voting rights being voted against
the Amendment was 16,015,896. The number of voting rights which
affirmatively abstained from voting on the Amendment were 2,406,842.
V.
The majority of the votes cast by the shareholders entitled to vote at
the meeting of shareholders were voted to adopt said amendment in accordance
with the provisions of the charter and Section 14-2-191 of the Official Code
of Georgia Annotated.
VI.
The Amendment to the Articles of Incorporation of the Corporation set
forth in Section II hereof does not provide for an exchange or cancellation
of any issued shares of the Corporation.
VII.
The Amendment effects no change in the stated capital of the
Corporation.
IN WITNESS WHEREOF, American Family Corporation has caused these
Articles of Amendment to be executed and its corporate seal to be affixed
and has caused the foregoing to be attested, all by its duly authorized
officers, on this 11th day of June, 1987.
AMERICAN FAMILY CORPORATION
By: /s/ John B. Amos
-------------------------------
Chairman of the Board
Attest:
/s/ Louis A. Hazouri, Jr.
- -------------------------------
Secretary
(Corporate Seal)
7
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN FAMILY CORPORATION
I.
The name of the Corporation is American Family Corporation.
II.
The Articles of Incorporation of American Family Corporation are hereby
amended by striking in its entirety the first sentence of Article IV of said
Articles and adding thereto the following new first sentence of Article IV
so that the Articles of Incorporation of American Family Corporation, as
amended, shall read as follows: "The Corporation shall have authority to
issue not more than 100,000,000 shares of common stock having a par value of
$.10 per share."
III.
The amendment to the Articles of Incorporation of the Corporation set
forth in Section II hereof was adopted by the shareholders of the
Corporation at a meeting duly held on April 28, 1986.
IV.
(a) The vote of the shareholders of the Corporation required to adopt
the Amendment set forth in Section II hereof was the vote of the holders of
a majority of the stock of the Corporation having voting power defined as
follows: Except as otherwise provided in subparagraph (2) of this paragraph
(a), every holder of record of the Corporation's common stock shall be
entitled to:
(1) Vote in person or by proxy on each matter submitted to a vote
at a meeting of shareholders for each share of the common stock held of
record by such holder as of the record date of such meeting.
(2) Notwithstanding subparagraph (1) of this paragraph (a), a
holder of record of a share of the common stock, which share meets one or
both of the following criteria, shall be entitled to ten (10) votes on each
matter submitted to a vote at a meeting of shareholders for each share of
the common stock so owned by such holder of record as of the record of such
meeting.
(i) Such share of the common stock has had the same
beneficial owner since April 22, 1985, or
(ii) Such share of the common stock has had the same
beneficial owner for a continuous period of greater than 48 months prior to
the record date of such meeting.
8
(b) The number of shares of the Corporation's common stock which were
issued and outstanding and entitled to vote as of March 7, 1986, the record
date for said shareholders' meeting, was 39,986,385. Of said shares,
22,800,839 shares had the right to vote one vote per share and 17,185,545.6
shares had the right to vote ten votes per share. The total number of
voting rights represented by said shares was 194,656,295.
(c) The number of voting rights required to be voted to adopt the
Amendment was 97,328,148, representing the majority of the voting rights
represented by the issued and outstanding shares entitled to vote thereon.
The number of voting rights of the Corporation's common stock being voted in
favor of said Amendment, voting generally and as a class, was 141,679,373,
or 72.8 percent of the voting rights represented by the issued and
outstanding shares entitled to vote. The number of voting rights being
voted against the Amendment was 2,965,271. The number of voting rights
which affirmatively abstained from voting on the Amendment were 1,141,565.
The number of voting rights which were represented by proxies at said
meeting and which did not vote on the Amendment were 135. The number of
voting rights which were not represented by proxy at the meeting and which
were unvoted was 48,869,953.
V.
The majority of the votes cast by the shareholders entitled to vote at
the meeting of shareholders were voted to adopt said amendment in accordance
with the provisions of the Charter and Section 14-2-191 of the Official Code
of Georgia Annotated.
VI.
The Amendment to the Articles of Incorporation of the Corporation set
forth in Section II hereof does not provide for an exchange or cancellation
of any issued shares of the Corporation.
VII.
The Amendment effects no change in the stated capital of the
Corporation.
IN WITNESS WHEREOF, American Family Corporation has caused these
Articles of Amendment to be executed and its corporate seal to be affixed
and has caused the foregoing to be attested, all by its duly authorized
officers, on this 21st day of July, 1986.
AMERICAN FAMILY CORPORATION
By: /s/ Salvador Diaz-Verson, Jr.
--------------------------------
Attest: President
/s/ Louis A. Hazouri, Jr.
- -----------------------------
Secretary
(CORPORATE SEAL)
9
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN FAMILY CORPORATION
I.
The name of the corporation is American Family Corporation (hereinafter
referred to as the "CORPORATION").
II.
These Articles of Amendment amend Article IV of the Articles of
Incorporation of the Corporation as follows:
(A) By striking the first sentence in Article IV in its entirety and
substituting in lieu thereof the following:
"The CORPORATION shall have authority to issue Seventy-Five
Million (75,000,000) shares of common stock having a par value
of $.10 per share (the "Common Stock")."
(B) By amending Article IV by adding the provisions set forth below at
the end of the first sentence of the first paragraph:
"The Common Stock shall have the following voting rights:
(a) Except as otherwise provided in paragraph (b) of this
Section (i) every holder of record of the Common Stock shall be
entitled to one (1) vote in person or by proxy on each matter
submitted to a vote at a meeting of shareholders for each share
of the Common Stock held of record by such holder as of the record
date of such meeting.
(b) Notwithstanding paragraph (a) of this Section (i), a
holder of record of a share of the Common Stock, which share
meets one or both of the following criteria, shall be entitled
to ten (10) votes on each matter submitted to a vote at a meeting
of shareholders for each share of the Common Stock so owned by
such holder of record as of the record date of such meeting:
(1) such share of the Common Stock has had the same beneficial
owner since April 22, 1985;
or
(2) such share of the Common Stock has had the same beneficial
owner for a continuous period of greater than 48 months prior
to the record date of such meeting.
(c) For purposes of paragraphs (b) and (e) of this Section
(i), any transferee of a share of the Common Stock where such
share of the Common Stock was transferred by gift, devise,
10
bequest or otherwise through the law of inheritance, descent or
distribution from the estate of the transferor or to a trust
beneficiary or beneficiaries by a trustee holding such share of
the Common Stock for said beneficiary or benefit of the
beneficiaries of said trust shall be deemed to be the same
"beneficial owner" as the transferor. Additionally, any shares
of Common Stock acquired by the beneficial owner as a direct
result of a stock split, stock dividend or other type of
distribution of shares with respect to existing shares ("dividend
shares") will be deemed to have been acquired and held
continuously from the date on which the shares with regard to
which the dividend shares were issued were acquired.
(d) For purposes of paragraph (b) of this Section (i),
shares of the Common Stock acquired pursuant to a stock option
shall be deemed to have been acquired on the date the option
was granted.
(e) For purposes of paragraph (b) of this Section (i), any
share of the Common Stock held in "street" or "nominee" name shall
be presumed to have been acquired by the beneficial owner
subsequent to April 22, 1985 and to have had the same beneficial
owner for a continuous period of less than 48 months prior to the
record date of the meeting in question. This presumption shall be
rebuttable by presentation to the Company by such beneficial
owner of satisfactory evidence that such share has had the same
beneficial owner continuously since April 22, 1985 or such share
has had the same beneficial owner for a period greater than 48
months prior to the record date of the meeting in question. Any
disputes arising pursuant to this paragraph (e) of this Section
(i) shall be definitively resolved by a determination of the
Board of Directors made in good faith."
(C) By amending Article IV further to insert "(i)" before the first
word of the first paragraph of Article IV, "(ii)" before the first word of
the paragraph beginning "The Corporation shall have authority to issue not
more than 2,300,000 shares...", "(iii)" before the first word of the
paragraph beginning "Except as specifically provided above the Corporation
shall have the full power to purchase and otherwise acquire..." and "(iv)"
before the last paragraph of Article IV."
III.
The amendment to the Articles of Incorporation of the Corporation set
forth in Section II hereof was adopted by the shareholders of the
CORPORATION at a meeting duly held on April 22, 1985.
IV.
(a) The vote of the shareholders of the CORPORATION required to adopt
the Amendment to the Articles of Incorporation of the Corporation set forth
in Section II hereof was a majority of all shares of common stock, par value
($.10) per share, of the CORPORATION issued now standing and entitled to
vote, both generally and as a class (said common stock being the only
capital stock of the CORPORATION issued and outstanding).
11
(b) The number of shares of the Common Stock, par value $.10 per
share, of the CORPORATION issued and outstanding and entitled to vote as of
April 22, 1985, the record date for the meeting of shareholders of the
CORPORATION on April 22, 1985, at which said Amendment was adopted was
19,875,312 shares.
(c) The number of shares of the Common Stock, par value $.10 per
share, of the CORPORATION voting for the said Amendment, voting generally
and as a class, was 14,260,004 shares or 71.7 percent of the shares of such
stock issued and outstanding and entitled to vote, with 1,147,144 shares of
such stock being voted against the Amendment and 4,468,164 shares of such
stock not voting. The number of shares which must be voted to adopt the
amendment is 9,937,657, representing a majority of the issued and
outstanding shares entitled to vote thereon.
V.
The Amendment to the Articles of Incorporation of the Corporation set
forth in Section II hereof does not provide for an exchange or cancellation
of any issued shares of the corporation. The extent to which the Amendment
to the Articles of Incorporation set forth in Section II hereof provides for
a reclassification of issued shares of the CORPORATION is set forth in the
Amendment.
VI.
The Amendment to the Articles of Incorporation of the Corporation set
forth in Section II hereof does not effect a change in the stated capital of
the CORPORATION.
AMERICAN FAMILY CORPORATION
By: /s/ John B. Amos
-------------------------------
JOHN B. AMOS
Chairman of the Board and
Chief Executive Officer
(Seal)
Attest:
/s/ George W. Jeter
- -----------------------------
GEORGE W. JETER
Secretary of American Family Corporation
12
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN FAMILY CORPORATION
I.
The name of the corporation is American Family Corporation.
II.
The Articles of Incorporation of American Family Corporation are hereby
amended by striking in its entirety the first sentence of Article IV of said
Articles and adding thereto the following new first sentence of Article IV
so that the Articles of Incorporation of American Family Corporation, as
amended, shall read as follows: "The Corporation shall authority to issue
not more than 25,000,000 shares of common stock having a par value of $.10
per share."
III.
On April 23, 1984 the amendment was adopted by the vote of 14,079,909
shares, there being 17,846,550 shares outstanding and entitled to vote
thereon. The vote of a majority of shareholders entitled to vote is
required to amend the Articles of Incorporation.
IV.
The amendment does not provide for an exchange, reclassification or
cancellation of any issued shares of the Corporation.
V.
The amendment does not effect a change in the stated capital of the
Corporation.
13
VI.
IN WITNESS WHEREOF, American Family Corporation has caused these
Articles of Amendment to be executed and its corporate seal to be affixed
and has caused the foregoing to be attested, all by its duly authorized
officers, on this 24th day of May, 1984.
AMERICAN FAMILY CORPORATION
By: /s/ John B. Amos
-------------------------------
JOHN B. AMOS
Chairman of the Board and
Chief Executive Officer
(Corporate Seal)
Attest:
/s/ George W. Jeter
- -----------------------------
GEORGE W. JETER
Secretary
14
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN FAMILY CORPORATION
(1) The name of the Corporation is American Family Corporation (herein
referred to as the "corporation").
(2) These articles of amendment amend Article IV of the articles of
incorporation of the corporation (A) by changing the first word of the
second paragraph of said Article IV from "The" to "the" and adding at the
beginning of such paragraph before the "the" the words "Except as
specifically provided above," and (B) by adding the provisions set forth
below after the first paragraph of said Article IV and before the second
paragraph of said Article IV:
The corporation shall have authority to issue not more than
2,300,000 shares of nonvoting cumulative preferred stock having
a par value of $12.75 per share upon the following terms and
conditions.
(a) If issued, the preferred stock of the corporation
authorized herein may be issued only in one series on a single
date (the "issuance date"). The shares of such series shall be
designated "Nonvoting Cumulative Preferred Stock, 1980 Series,"
with the year of the issuance date to be inserted in the title
(hereinafter called the "preferred stock"). After the issuance
date, no additional shares of the preferred stock shall be
issued.
(b) The holders of the preferred stock shall be entitled
to receive, when, as and if declared by the Board of Directors
of the corporation, out of the earnings and other funds and
assets of the corporation legally available for the payment of
cash dividends, cash dividends at the annual rates of $.90 per
share for the first 5 years, $2.20 per share for the 6th year,
$2.60 per share for the 7th year, $3.69 per share for the 8th
year, $4.36 per share for the 9th year, and $5.18 per share for
the 10th and subsequent years. The years for which the
aforesaid annual dividend rates shall apply shall commence on
the issuance date of the preferred stock and each anniversary
thereof. The dividends shall be payable for each calendar
quarter (ending on the last day of every March, June, September
and December) on the first day of every March, June, September
and December included in such quarter (or, if such date is one
on which the New York Stock Exchange is not open for trading,
then on the next succeeding day on which such exchange is open
for trading) to holders of record of the preferred stock at the
end of the 15th day of the preceding month. The first dividend,
however, shall be payable on the payment date during and for the
first calendar quarter commencing on or after the issuance date,
and shall be in an amount, determined at the initial annual rate
of $.90, for the period from the issuance date until the end of
15
such first calendar quarter. Cash dividends on the preferred
stock shall commence to accrue and be accumulative from the
issuance date. So long as any shares of the preferred stock
shall remain outstanding, no dividend whatsoever shall be
declared or paid or set apart for any shares of common stock,
par value $.10 per share, of the corporation (hereinafter called
the "common stock") or any other capital stock of the
corporation ranking junior to the preferred stock in payment of
dividends, nor shall any shares of the common stock, the
preferred stock or any other capital stock of the corporation
ranking on a parity with or junior to the preferred stock in
payment of dividends be redeemed or purchased by the corporation
or any subsidiary thereof, nor shall any monies be paid to or
made available for a sinking fund for the redemption or purchase
of any shares of such stock or otherwise applied to such
redemption or purchase, unless in each instance all cash
dividends on all outstanding shares of the preferred stock
through and including the dividend payable on the last quarterly
payment date shall have been paid, or dividends in such amount
shall have been declared and sufficient funds set aside for the
payment thereof; provided, however, that notwithstanding the
foregoing limitation, any monies deposited (not in violation of
the aforesaid limitation at the time of deposit) in any sinking
fund in compliance with the provisions of such sinking fund may
thereafter be applied to the purchase or redemption of stock in
accordance with the terms of the sinking fund; and provided
further, that notwithstanding the foregoing limitation,
dividends payable solely in shares of the common stock may be
paid upon shares of the common stock. For purposes of this
paragraph (b), no share of the preferred stock shall be deemed
to be issued or outstanding at any time at which it is held by
or for the account of the corporation, but the same shall be
deemed to be issued and outstanding if held by or for the
account of a subsidiary of the corporation. Accumulation of
dividends on the preferred stock shall not bear interest.
(c) At any time or from time to time after the 5th
anniversary of the issuance date, the corporation may call for
and require the redemption of all or any portion of the
outstanding shares of the preferred stock effective in each case
as of a date (the "redemption date") after the 5th anniversary
of the issuance date. Such action must be authorized by
resolution of the Board of Directors, and if less than all
outstanding shares of the preferred stock are to be redeemed,
the particular shares to be redeemed shall be chosen by
allocation among the respective holders of the shares of the
preferred stock pro rata or substantially pro rata as may be
determined by resolution of the Board of Directors. The
corporation may, however, exclude from any redemption, to the
extent set forth in a resolution of the Board of Directors of
the corporation any or all shares of the preferred stock held by
or for the account of the corporation or any subsidiary of the
corporation. Written notice of the redemption and of any change
in the shares to be redeemed or the allocation thereof among
holders thereof shall be given by first class mail, postage
prepaid, at least 30 but not more than 90 days prior to the
redemption date to each record holder of the preferred stock at
16
such holder's address as it shall appear on the stock records of
the corporation. Notice so mailed shall be conclusively
presumed to have been duly given whether or not actually
received. The redemption price shall be $14.00 per share,
together within each case an amount equal to any dividend
arrearages on the preferred stock payable but undeclared or
unpaid prior to the redemption date plus a pro rata (based on a
30 day month and a 360 day year) accrual in respect of preferred
stock dividends, if any, not yet payable as of the redemption
date but accruing for the period from the end of the last full
calendar quarter (ending the last day of March, June, September
or December) to the redemption date. On and after the date
fixed on any notice of redemption as the date of redemption, and
if funds sufficient to redeem such shares have been irrevocably
set aside, all rights of holders of the preferred stock to be
redeemed as stockholders of the corporation shall cease and
terminate, except the right to receive the redemption price,
without interest, as provided herein. Alternatively, if the
corporation shall so elect, on and after a date, which shall be
the redemption date or any date prior therein but not earlier
than the 5th anniversary of the issuance date and which shall be
the later of (i) the date on which written notice of redemption
is mailed to holders of the preferred stock as provided above
and (ii) the date on which funds sufficient in amount to pay on
the redemption date the aggregate redemption price (determined
as provided above as of the redemption date) have been deposited
with a commercial bank in the United States duly designated as
paying agent by the corporation by resolution of its board of
directors (provided the notice of redemption shall state the
name and address of such paying agent and the intention of the
corporation to deposit said funds on or before the redemption
date with the paying agent or the fact of such deposit), all
rights of holders of the preferred stock to be redeemed as
stockholders of the corporation shall cease and terminate, except
the right to receive the redemption price, without interest, as
provided herein. Any monies so deposited with a paying agent
which shall be unclaimed by holders of the preferred stock so
called for redemption at the end of a period, not less than one
full year after the redemption date, designated by the
corporation by resolution of its board of directors, shall be
paid by the paying agent to the corporation, and thereafter the
holders of the preferred stock called for redemption shall look
only to the corporation for payment thereof, without interest.
On and after the date fixed in any notice as the date of
redemption, the respective holders of record of the preferred
stock shall be entitled to receive the redemption price, without
interest, upon actual delivery to the corporation or to the duly
designated paying agent of certificates for the shares to be
redeemed, each such certificate, if required by the corporation,
to be duly endorsed in blank or accompanied by proper
instruments of assignment and transfer thereof duly executed in
blank. In the event the corporation shall fail to set aside
irrevocably (by deposit with a paying agent or otherwise) prior
to the redemption date sufficient funds to make, or shall
default in making, redemption payments for preferred stock which
has been called for redemption, until such failure or default
shall be cured through irrevocable set aside (by deposit with a
17
paying agent or otherwise) or payment or tender of payment to
all remaining holders of preferred stock called for redemption
of the redemption price, which price shall in the event of such
failure or default include the amount of dividends which are
payable but undeclared or unpaid or have accrued through the
date of such irrevocable set aside, payment or tender of payment
curing such failure or default (determined in the same manner as
provided above with respect to dividends through the redemption
date), no dividend whatsoever shall be declared or paid or set
apart for the common stock or any other capital stock of the
corporation ranking junior to the preferred stock in payment of
dividends, nor shall any shares of the common stock, the
preferred stock or any other capital stock of the corporation
ranking on a parity with or junior to the preferred stock in
payment of dividends be redeemed or purchased by the corporation
or any subsidiary thereof, nor shall any monies be paid to or
made available for a sinking fund for the redemption or purchase
of any shares of such stock or otherwise applied to such
redemption or purchase; provided, however, that notwithstanding
the foregoing limitation, any monies deposited (not in violation
of the aforesaid limitation at the time of deposit) in any
sinking fund in compliance with the provisions of such sinking
fund may thereafter be applied to the purchase or redemption of
stock in accordance with the terms of the sinking fund; and
provided further, that notwithstanding the foregoing limitation,
dividends payable solely in shares of the common stock may be
paid upon shares of the common stock. A holder of the preferred
stock shall not have any right to cause the corporation to
redeem any shares of the preferred stock.
(d) in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the corporation, the
holders of the preferred stock then outstanding shall be
entitled to receive out of the assets of the corporation
available for distribution to holders of its capital stock,
whether from capital, surplus or earnings of any nature, before
any payment shall be made to holders of the common stock or any
other capital stock of the corporation ranking junior to the
preferred stock as to distribution on liquidations, an amount
equal to $12.75 per share together with in each case an amount
equal to any dividend arrearages on the preferred stock payable
but undeclared or unpaid plus a pro rata (based on a 30 day
month and a 360 days year) accrual in respect of preferred stock
dividends not yet payable as of the payment date but accruing
for the period from the end of the last full calendar quarter
(ending on the last day of March, June, September, or December)
to the payment date. If the assets of the corporation available
for distribution upon liquidation, dissolution or winding up of
the corporation to the holders of the preferred stock and any
other capital stock of the corporation ranking on a parity with
the preferred stock as to distributions on liquidation upon the
liquidation are insufficient to pay the holders thereof the full
amounts to which they are entitled in such event, such holders
shall share ratably in the assets which are so available.
Holders of the preferred stock shall not be entitled to any
further participation in the assets of the corporation upon its
liquidation, dissolution or winding up. Written notice of any
18
voluntary or involuntary liquidation, dissolution or winding up
of the corporation within the meaning of this paragraph (d),
stating a payment date and the place where the distributable
amounts shall be payable, shall be given by first-class mail,
postage prepaid, at least 30 but not more than 90 days prior to
the payment date stated therein to each record holder of the
preferred stock at such holder's address as it shall appear on
the stock records of the corporation. Notice so mailed shall be
conclusively presumed to have been duly given whether or not
actually received. Neither the sale, transfer or exchange of
all or substantially all the assets of the corporation, nor the
merger or consolidation of the corporation with or into any
other company, nor the sale, transfer or exchange of all or
substantially all the assets of the corporation in exchange for
securities of another corporation, followed by liquidation of
the corporation and the distribution of such securities to the
holders of the capital stock of this corporation, shall be
deemed to be a liquidation, dissolution or winding up of the
corporation within the meaning of this paragraph (d).
(e) Except as may be required by Georgia law and as set
forth in paragraph (h) hereof, the holders of the preferred
stock shall have no voting rights whatsoever in respect of the
affairs of the corporation.
(f) The holders of the preferred stock shall have no
rights whatsoever to convert their shares of preferred stock
into shares of the common stock or shares of any other stock or
other securities of the corporation.
(g) Any shares of the preferred stock redeemed, purchased
or otherwise acquired by the corporation shall not be reissued
or otherwise disposed of. The foregoing sentence does not apply
to shares of the preferred stock purchased or otherwise acquired
by a subsidiary of the corporation. The corporation may from
time to time cause any or all shares of the preferred stock
which has been redeemed, purchased or otherwise acquired by the
corporation to be retired in the manner provided by law.
(h) Except as may be provided by amendment to the articles
of incorporation of the corporation approved by holders of a
majority of the outstanding shares of the preferred stock voting
as a class, the common stock and all other common or preferred
capital stock of the corporation shall be junior to the
preferred stock as to dividends and amounts distributable on
liquidation, dissolution or winding up of the corporation, as
provided in paragraphs (b) and (d) hereof, and the holders of
the preferred stock shall be entitled to receive payments of all
dividends payable (including any arrearages of cumulative
dividends) or of all amounts distributable on liquidation with
respect to the preferred stock, as the case may be, before or in
preference and priority to any such payments with respect to any
other capital stock of the corporation. The shares of the
preferred stock shall not be subject to the operation of or to
the benefit of any retirement or sinking fund. The shares of
the preferred stock shall not have any relative, participating,
optional or other special rights and powers other than as set
19
forth herein. For purposes of paragraphs (b), (c) and (g) hereof, the
term "subsidiary" shall mean any company owned directly or indirectly
50% or more by the corporation.
(3) The amendment to the articles of incorporation of the corporation
set forth in section (2) hereof was adopted by the stockholders of the
corporation at a meeting duly held on September 22, 1980.
(4)(a) The vote of the stockholders of the corporation required to
adopt the amendment to the articles of incorporation of the corporation set
forth in section (2) hereof was a majority of all shares of common stock,
par value $.10 per share, of the corporation issued and outstanding and
entitled to vote, both generally and as a class (said common stock being the
only capital stock of the corporation issued and outstanding). (b) The
number of shares of the common stock, par value $.10 per share, of the
corporation issued and outstanding and entitled to vote as of August 15,
1980, the record date for the meeting of stockholders of the corporation on
September 22, 1980, at which said amendment was adopted, was 12,156,676
shares (excluding 96,600 treasury shares not entitled to vote). (c) The
number of shares of the common stock, par value $.10 per share, of the
corporation voted for the said amendment, voting generally and as a class,
was 7,428,203 shares or 60.09% of the shares of such stock issued and
outstanding and entitled to vote, with 135,404 shares of such stock being
voted against the amendment and 4,728,473 shares of such stock not voting.
(5) The amendment to the articles of incorporation of the corporation
set forth in section (2) hereof does not provide for an exchange,
reclassification or cancellation of any issued shares of the corporation.
(6) The amendment to the articles of incorporation of the corporation
set forth in section (2) hereof does not effect a change in the stated
capital of the corporation.
AMERICAN FAMILY CORPORATION
(Seal)
By: /s/ John B. Amos
--------------------------------
Attest: JOHN B. AMOS
Chairman of the Board and Chief
Executive Officer
/s/ George W. Jeter American Family Corporation
- -----------------------------
GEORGE W. JETER
Secretary
American Family Corporation
20
ARTICLES OF AMENDMENT
OF CORPORATE CHARTER OF
AMERICAN FAMILY CORPORATION
The shareholders of American Family Corporation, a corporation
organized and existing under the laws of the State of Georgia, did on April
25, 1977, adopt the following resolution:
"RESOLVED, that the first sentence of Article 4 of the Articles of
Incorporation of American Family Corporation shall be amended to read
as follows: `The corporation shall have authority to issue not more
than 20,000,000 shares of common stock having a par value of $.10 per
share.' Said Articles of Incorporation are hereby amended by deleting
from Article 4 the first sentence as follows: `The corporation shall
have authority to issue not more than 12,500,000 shares of common stock
having a par value of $.10 per share.' and inserting in lieu thereof,
the following: `The corporation shall have authority to issue not more
than 20,000,000 shares of common stock having a par value of $.10 per
share.' Said Article 4 as amended and restated is as follows:
`The corporation shall have authority to issue not more than 20,000,000
shares of common stock having a par value of $.10 per share.
The corporation shall have the full power to purchase and otherwise
acquire and dispose of, its own shares and securities granted by the
laws of the State of Georgia and shall have the right to purchase its
shares out of its unreserved and unrestricted capital surplus available
therefor, as well as out of its unreserved and unrestricted earned
surplus available therefor.
The Board of Directors may from time to time distribute to
shareholders out of capital surplus of the corporation a portion of its
assets in cash or in property.'"
Said amendment was adopted by the vote of the holders of 6,082,910
shares out of a total of 9,309,673 shares eligible to vote of which
6,225,817 shares were represented at said meeting in person or by proxy. A
majority of the shareholders voted to adopt said amendment in accordance
with the provisions of the charter and Section 22-902 of the Georgia Code
Annotated. The amendment does not provide for an exchange, reclassification
or cancellation of issued shares. The amendment does not effect a change in
the amount of stated capital.
IN WITNESS WHEREOF, American Family Corporation has caused these
Articles of Amendment to be executed and its corporate seal to be affixed
and has caused the foregoing to be attested all by its duly authorized
officers on this 16th day of September, 1977.
AMERICAN FAMILY CORPORATION
By: /s/ John B. Amos
--------------------------------
John B. Amos, President
Attest: /s/ Frances B. King
----------------------------
Asst. Secretary
(SEAL)
21
ARTICLES OF INCORPORATION
I.
The name of the corporation is:
American Family Corporation
II.
The corporation shall have perpetual duration.
III.
The corporation is organized for the following purposes:
To purchase, own and hold the stock of other corporations,
and to direct the operations of other corporations through the ownership of
stock therein, to purchase, subscribe for, acquire, own, hold, sell,
exchange, assign, transfer, create security interests in, pledge, or
otherwise dispose of shares or voting trust certificates for shares of the
capital stock, or any bonds, notes, securities, or evidences of indebtedness
created by any other corporation or corporations organized under the laws of
this state or any other state or district or country, nation or government,
including without limitation insurance companies, insurance agencies and
other businesses related to insurance, and also bonds or evidences of
indebtedness of the United States or of any state, district, territory,
dependency or country or subdivision or municipality thereof; to issue in
exchange therefor shares of the capital stock, bonds, notes, or other
obligations of this corporation and while the owner thereof to exercise all
the rights, powers, and privileges of ownership including the right to vote
any shares of stock or voting trust certificates so owned, to promote, lend
money to, and guarantee the dividends, stocks, bonds, notes, evidences of
indebtedness, contracts, or other obligations of, and otherwise aid in any
manner which shall be lawful, any corporation or association of which any
bonds, stocks, voting trust certificates, or other securities or evidences
of indebtedness shall be held by or for this corporation, or in which, or in
the welfare of which, the corporation shall have any interest, to do any
acts and things permitted by law and designed to protect, preserve, improve,
or enhance the value of any such bonds, stocks, or other securities or
evidences of indebtedness or the property of this corporation, and to
generally engage in the business of and to act as a holding company.
To do each and every thing necessary, suitable or proper
for the accomplishment of any of the purposes or the attainment of any one
or more of the objects herein enumerated, or which shall at any time appear
conducive to or expedient for the protection or benefit of the corporation.
IN FURTHERANCE OF AND NOT IN LIMITATION of the general
powers conferred by the laws of the State of Georgia and the objects and
purposes herein set forth, it is expressly provided that to such extent as a
corporation organized under the Georgia Business Corporation Code may now or
hereafter lawfully do, the corporation shall have power to do, either as
22
principal or agent and either alone or in connection with other
corporations, firms or individuals, all and everything necessary, suitable,
convenient or proper for, or in connection with, or incident to, the
accomplishments of any of the purposes or the attainment of any one or more
of the objects herein enumerated, or designed directly or indirectly to
promote the interests of the corporation or to enhance the value of its
properties; and in general to do any and all things and exercise any and all
powers, rights and privileges which a corporation may now or hereafter be
authorized to do or to exercise under the Georgia Business Corporation Code
or under any act amendatory thereof, supplemental thereto or substituted
therefor.
The foregoing provisions of this Article III shall be
construed both as purposes and powers and each as an independent purpose and
power. The foregoing enumeration of specific purposes and powers herein
specified shall, except when otherwise provided in this Article III, be in
no wise limited or restricted by reference to, or inference from the terms
of any provision of this or any other Article of these Articles of
Incorporation.
IV.
The corporation shall have authority to issue not more than
12,500,000 shares of common stock having a par value of $.10 per share.
The corporation shall have the full power to purchase and
otherwise acquire, and dispose of, its own shares and securities granted by
the laws of the State of Georgia and shall have the right to purchase its
shares out of its unreserved and unrestricted capital surplus available
therefor, as well as out of its unreserved and unrestricted earned surplus
available therefor.
The Board of Directors may from time to time distribute to
shareholders out of capital surplus of the corporation a portion of its
assets, in cash or in property.
V.
The corporation shall have the power to create and issue,
whether or not in connection with the issuance and sale of any of its shares
or other securities, rights or options entitling the holders thereof to
purchase from the corporation, for such consideration and upon such terms
and conditions as may be fixed by the Board of Directors, shares of any
class or series of the corporation, whether authorized but unissued shares
or treasury shares; provided that the price or prices so fixed by the Board
of Directors for shares so issued shall not be less than the par value of
the said shares.
VI.
None of the holders of any stock or other securities of the
corporation of any kind, class or series now or hereafter authorized shall
have pre-emptive rights with respect to any shares of capital stock or other
securities of the corporation, of any kind, class or series now or hereafter
authorized.
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VII.
The initial registered office of the corporation shall be
at 1932 Wynnton Road, Columbus, Georgia. The initial registered agent of
the corporation shall be George W. Jeter.
VIII.
The initial Board of Directors shall consist of eighteen
members, who shall be as follows:
(1) John B. Amos (10) Hashem Naraghi
1932 Wynnton Road P. O. Box 7
Columbus, Georgia 31906 Escalon, California 95320
(2) William L. Amos (11) John M. Pope
1932 Wynnton Road P. O. Box 786
Columbus, Georgia 31906 Americus, Georgia 31709
(3) James Graham (12) Norman Reitman
1932 Wynnton Road 1 Rockefeller Plaza
Columbus, Georgia 31906 New York, New York 10020
(4) G. Othell Hand, Th.D. (13) Jack S. Schiffman
1660 Flournoy Drive 1363 - 13th Street
Columbus, Georgia 31906 Columbus, Georgia 31901
(5) Louis A. Hazouri, M.D. (14) Henry C. Schwob
P. O. Box 5196 P. O. Box 1300
Columbus, Georgia 31906 Columbus, Georgia 31902
(6) Elmer Loftin (15) J. Kyle Spencer
P. O. Box 151 P. O. Box 2847
Manchester, Georgia Columbus, Georgia 31902
(7) John P. McGoff (16) J. R. Thompson
P. O. Box 1860 1932 Wynnton Road
East Lansing, Michigan 48823 Columbus, Georgia 31906
(8) Mark T. McKee (17) Floyd Davis Wade
580 Oxford Road P. O. Box 149
Oxford, Connecticut 06483 Douglas, Georgia 31533
(9) Gordon L. Mullis (18) Joe M. Webber, M.D.
P. O. Box 345 1932 Wynnton Road
Camilla, Georgia 31730 Columbus, Georgia 31906
IX.
The names and addresses of the incorporators are:
John B. Amos W. L. Amos J. R. Thompson
1932 Wynnton Road 1932 Wynnton Road 1932 Wynnton Road
Columbus, Georgia 31906 Columbus, Georgia 31906 Columbus, Georgia 31906
24
X.
The corporation shall not commence business until it shall
have received not less than $500.00 in payment for the issuance of shares of
stock.
IN WITNESS WHEREOF, the undersigned executed these Articles
of Incorporation.
/s/ John B. Amos
------------------------------
JOHN B. AMOS
/s/ W. L. Amos
------------------------------
W. L. AMOS
/s/ J. T. Thompson
------------------------------
J. R. THOMPSON
25