Exhibit 3 (a)
ARTICLES OF INCORPORATION ------------
OF
EMC INSURANCE GROUP INC.
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
We, the undersigned, acting as incorporators of a corporation under the
Iowa Business Corporation Act, Chapter 496A, Code of Iowa, adopt the following
Articles of Incorporation for such corporation:
I. The name of the corporation is EMC Insurance Group Inc.
II. The period of its duration is perpetual.
III. The purpose which the corporation is authorized to pursue is, or
includes, the transaction of any or all lawful business for which
the corporation may be incorporated under the Iowa Business
Corporation Act.
IV. The aggregate number of shares which the corporation has authority
to issue is:
Twenty million (20,000,000) shares of common stock
of the par value of one dollar ($1.00) per share.
V. The address of the initial registered office of the corporation in
the County of Polk, is 717 Mulberry Street, Des Moines, Iowa 50309,
and the name of its initial registered agent at such address is
Philip T. Van Ekeren.
VI. The number of directors constituting the initial board of directors
of the corporation is five, 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 are elected and shall
qualify are:
Name Address
---- -------
Robb B. Kelley 717 Mulberry Street
Des Moines, Iowa 50309
D. B. Southern 717 Mulberry Street
Des Moines, Iowa 50309
G W. Kochheiser 717 Mulberry Street
Des Moines, Iowa 50309
W. Z. Proctor 11th Floor,
Des Moines Building
Des Moines, Iowa 50309
Edward W. Bird 717 Mulberry Street
Des Moines, Iowa 50309
VII. The name and address of each incorporator is:
Name Address
---- -------
Robb B. Kelley 717 Mulberry Street
Des Moines, Iowa 50309
D. B. Southern 717 Mulberry Street
Des Moines, Iowa 50309
G W. Kochheiser 717 Mulberry Street
Des Moines, Iowa 50309
VIII. Except as may be otherwise provided by the Iowa Business Corporation
Act, all corporate powers shall be exercised by or under authority
of, and the business and affairs of the corporation shall be managed
under the direction of the board of directors.
A director of this corporation shall not be personally liable
to the corporation or its shareholders for monetary damage 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
shareholders, (II) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (III)
for any transaction from which the director derived an improper
personal benefit, (IV) under Section 496A.44 of the Code of Iowa, or
(V) for any act or omission occurring prior to the date this
paragraph becomes effective. If Chapter 496A of the Code of Iowa is
amended to authorize corporate action further eliminating or limiting
personal liability of directors, then the liability of a director of
the corporation shall be eliminated or limited to the fullest extent
permitted by Chapter 496A of the Code of Iowa, as so amended. Any
repeal or modification of the provisions of this Article shall not
adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
IX. The by-laws may provide that the directors be divided into either
two or three classes, each class to be nearly equal in number as
possible, the term of office of directors of the first class to
expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual
meeting after their election, and that of the third class, if any,
to expire at the third annual meeting after their election; that at
each annual meeting after such classification the number of directors
equal to the number of the class whose term expires at the time of
such meeting shall be elected to hold office until the second
succeeding annual meeting, if there be two classes or until the third
succeeding annual meeting, if there be three classes; and that no
classification of directors shall be effective prior the first annual
meeting of shareholders. In the absence of such provision in the
by-laws, the whole number of directors shall be elected annually.
X. The corporation is expressly empowered to indemnify officers,
directors, employees or agents, possessing all rights and powers
with respect thereto:
(a) now or hereafter permitted by section 4, subsection 19
of the Iowa Business Corporation Act, or
(b) otherwise permitted by law.
XI. The shareholders shall have no preemptive right to acquire unissued
or treasury shares of the corporation, or securities of the
corporation convertible into or carrying a right to subscribe or
acquire shares.