EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN MEDICAL SECURITY GROUP, INC.
The following Amended and Restated Articles of Incorporation, duly
adopted pursuant to the authority and provisions of Chapter 180 of the Wisconsin
Statutes, supersede and take the place of the existing Restated Articles of
Incorporation and all amendments thereto:
ARTICLE I - NAME
The name of the corporation shall be AMERICAN MEDICAL SECURITY GROUP,
INC.
ARTICLE II - PURPOSES
The purposes of this Corporation are to engage in any lawful activity
within the purposes for which corporations may be organized under the Wisconsin
Business Corporation Law, Chapter 180 of the Wisconsin Statutes.
ARTICLE III - CAPITAL STOCK
a. The aggregate number of authorized shares of Common Stock of the
Corporation shall be Fifty Million (50,000,000) shares, designated as "Common
Stock", and having no par value per share.
b. The aggregate number of authorized shares of Preferred Stock of the
Corporation shall be Five Hundred Thousand (500,000) shares, designated as
"Preferred Stock", and having no par value per share. Authority is hereby vested
in the Board of Directors from time to time to issue the Preferred Stock as
Preferred Stock in one or more series of any number of shares and, in connection
with the creation of each such series, to fix, by resolution providing for the
issue of shares thereof, the voting rights, if any; the designations,
preferences, limitations and relative rights of such series in respect to the
rate of dividend, the price, the terms and conditions of redemption; the amounts
payable upon such series in the event of voluntary or involuntary liquidation;
sinking fund provisions for the redemption or purchase of such series of shares;
and, if the shares of any series are issued with the privilege of conversion,
the terms and conditions on which such series of shares may be converted. In
addition to the foregoing, to the full extent now or hereafter permitted by
Wisconsin law, in connection with each issue thereof, the Board of Directors may
at its discretion assign to any series of the Preferred Stock such other terms,
conditions, restrictions, limitations, rights and privileges as it may deem
appropriate. The aggregate number of preferred shares issued and not canceled of
any and all preferred series shall not exceed the total number of shares of
Preferred Stock hereinabove authorized. Each series of Preferred Stock shall be
distinctively designated by letter or descriptive words or both.
DESIGNATION OF SERIES B JUNIOR CUMULATIVE PREFERRED STOCK
EFFECTED BY ARTICLES OF AMENDMENT FILED AUGUST 14, 2001.
Pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the "Board of Directors" or
the "Board") in accordance with the provisions of the Restated Articles of
Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, no par value per share (the "Preferred Stock"), of the Corporation and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:
"Series B Junior Cumulative Preferred Stock:
Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series B Junior Cumulative Preferred Stock" (the "Series B
Preferred Stock") and the number of shares constituting the Series B Preferred
Stock shall be Ten Thousand (10,000).
Section 2. DIVIDENDS AND DISTRIBUTIONS.
A. Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and
superior to the Series B Preferred Stock with respect to dividends, the
holders of shares of Series B Preferred Stock, in preference to the
holders of Common Stock, no par value per share (the "Common Stock"),
of the Corporation, and of any other junior stock, shall be entitled to
receive, when and as declared by the Board of Directors out of funds
legally available for the purpose, cumulative dividends payable in cash
quarterly on the first days of January, April, July and October in each
year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series B
Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1 or (b) subject to the provision for
adjustment hereinafter set forth, 10,000 times the aggregate per share
amount of all cash dividends, and 10,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series B Preferred Stock. In the
event the Corporation shall at any time after August 9, 2001 (the
"Rights Declaration Date") declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock
(by reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount to which holders of
shares of Series B Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock
outstanding immediately after such event and the denominator of which
is the number of shares of Common Stock that were outstanding
immediately prior to such event.
B. The Corporation shall declare a dividend or distribution on
the Series B Preferred Stock as provided in paragraph A of this Section
immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1 per share on the Series B Preferred
Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
C. Dividends shall begin to accrue and be cumulative on
outstanding shares of Series B Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares,
unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of
holders of shares of Series B Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares
of Series B Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series B Preferred Stock
entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.
Section 3. VOTING RIGHTS. The holders of shares of Series B Preferred
Stock shall have the following voting rights:
A. Subject to the provision for adjustment hereinafter set
forth, each share of Series B Preferred Stock shall entitle the holder
thereof to 10,000 votes on all matters submitted to a vote of the
Shareholders of the Corporation. In the event the Corporation shall at
any time after the Rights Declaration Date declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series B Preferred Stock were
entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
B. Except as otherwise provided herein, in any other amendment
creating a series of Preferred Stock or any similar stock, or by law or
by the resolution or resolutions providing for the issue of any series
of Preferred Stock, the holders of shares of Series B Preferred Stock
and the holders of shares of Common Stock and any other capital stock
of the Corporation having general voting rights shall vote together as
one class on all matters submitted to a vote of shareholders of the
Corporation.
C. Except as set forth herein or as otherwise provided by
law, the holders of Series B Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.
Section 4. CERTAIN RESTRICTIONS.
A. Whenever quarterly dividends or other dividends or
distributions payable on the Series B Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series B Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series B Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series B Preferred Stock, except
dividends paid ratably on the Series B Preferred Stock and all
such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all
such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series B Preferred Stock, provided that the Corporation
may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock
of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series B
Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series B Preferred Stock, or any
shares of stock ranking on a parity with the Series B
Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and
preferences of
the respective Series and classes, shall determine in good
faith will result in fair and equitable treatment among the
respective series or classes.
B. The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph A of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
Section 5. REACQUIRED SHARES. Any shares of Series B Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Restated Articles of Incorporation, or in any other amendment creating a series
of Preferred Stock or any similar stock or as otherwise required by law.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series B
Preferred Stock unless, prior thereto, the holders of shares of Series B
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series B
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 10,000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series B Preferred Stock, except distributions made ratably on the Series B
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock then in each such case the aggregate amount to which
holders of shares of Series B Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series B Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 10,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time after the Rights Declaration Date declare any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series B Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 8. REDEMPTION. The shares of Series B Preferred Stock shall
not be redeemable.
Section 9. RANK. The Series B Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all other
series of the Corporation's Preferred Stock, unless the terms of any such series
shall provide otherwise.
Section 10. AMENDMENT. At any time when any shares of Series B
Preferred Stock are outstanding, the Restated Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series B Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series B Preferred Stock, voting
together as a single class.
Section 11. FRACTIONAL SHARES. Series B Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series B Preferred Stock."
ARTICLE IV - REGISTERED OFFICE AND REGISTERED AGENT
The registered office is 3100 AMS Boulevard, Green Bay, Wisconsin,
54313, and the registered agent at such address is Timothy J. Moore.
ARTICLE V - BOARD OF DIRECTORS
a. The number of directors of the Corporation shall be as is provided
in the bylaws, provided that such number shall be no less than eight (8) and no
more than twelve (12), as determined by the Board of Directors. The general
powers, number, classification, and requirements for nomination of directors
shall be as set forth in Articles II and III of the bylaws of the Corporation
(and as such sections shall exist from time to time). The Board of Directors of
the Corporation shall be divided into three (3) classes, as nearly equal in
number as possible, as determined by the Board of Directors. The term of office
of the first class of directors shall expire at the first annual meeting after
their initial election under the provisions of this Article V,
the term of office of the second class shall expire at the second annual meeting
after their initial election under the provisions of this Article V, and the
term of office of the third class shall expire at the third annual meeting after
their initial election under the provisions of this Article V. At each annual
meeting after the initial classification of the Board of Directors under this
Article V, the class of Directors whose term expires at the time of such
election shall be elected to hold office until the third succeeding annual
meeting.
b. A director may be removed from office only by affirmative vote of at
least 80% of the outstanding shares entitled to vote for the election of such
director, taken at an annual meeting or a special meeting of shareholders called
for that purpose, and any vacancy so created may be filled by the affirmative
vote of at least 80% of such shares.
c. Notwithstanding any other provision of these Amended and Restated
Articles of Incorporation (and notwithstanding the fact that a lesser
affirmative vote may be specified by law), the affirmative vote of shareholders
possessing at least 66 2/3% of the voting power of the then outstanding shares
of all classes of stock of the Corporation generally possessing voting rights in
elections of directors, considered for this purpose as one class, shall be
required to amend, alter, change or repeal, or adopt any provision inconsistent
with, the provisions of this Article V.
d. Notwithstanding the foregoing and provisions in the bylaws of the
Corporation, whenever the holders of any one or more series of Preferred Stock
issued by the Corporation pursuant to Article III hereof have the right, voting
separately as a class or by series, to elect directors at an annual or special
meeting of shareholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of the
series of Preferred Stock applicable thereto, and such directors so elected
shall not be divided into classes unless expressly provided by the terms of the
applicable series.
ARTICLE VI - AMENDMENTS
These articles may be amended in the manner provided by law at the time
of adoption of the amendment.
* * * * *
CERTIFICATE
This is to certify that the foregoing Amended and Restated Articles of
Incorporation contain amendments that were approved by the Board of Directors of
the corporation on February 19, 2003, and adopted by the shareholders of the
corporation on May 21, 2003, in accordance with Sec. 180.1003 Wis. Stats.
Dated as of the 27th day of May, 2003.
AMERICAN MEDICAL SECURITY GROUP, INC.
By: /s/ Julie A. VanStraten
Name: Julie A. VanStraten
Title: Vice President, Corporate Legal and
Assistant Secretary
This document was drafted by:
Jeffrey B. Bartell
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee WI 53202-4497