Exhibit 3
RESTATED ARTICLES OF INCORPORATION
OF
FARM BUREAU MULTI-STATE SERVICES, INC.
Pursuant to Section 1007 of the Iowa Business Corporation Act, the
undersigned corporation hereby adopts the following restated Articles of
Incorporation:
ARTICLE I
NAME
The name of the Corporation is FBL Financial Group, Inc. (the
"Corporation").
ARTICLE II
DURATION
The Corporation shall have perpetual duration.
ARTICLE III
POWERS
The Corporation shall have unlimited power to engage in and to do any
lawful act concerning any and all lawful business for which corporations may be
organized under the Iowa Business Corporation Act.
ARTICLE IV
CAPITAL STOCK
The total number of shares of capital stock of all classes which the
Corporation shall have authority to issue is One Hundred Million (100,000,000)
shares which shall be divided into classes of which Ten Million (10,000,000)
shares without par value shall be designated Preferred Stock, Eighty-eight
Million Five Hundred Thousand (88,500,000) shares without par value shall be
designated Class A Common Stock and One Million Five Hundred Thousand
(1,500,000) shares without par value shall be designated Class B Common Stock.
The designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the shares of each class are as follows:
1. The powers, preferences and rights of the Class A Common
Stock and Class B Common Stock, and the qualifications, limitations or
restrictions thereof, shall be in all respects identical, except as
otherwise required by law or expressly provided in this Article IV.
2. Except as required pursuant to the Iowa Business
Corporation Act, all matters submitted to a vote of the stockholders
shall be voted on separately by the holders of the Class A Common Stock
and by the holders of the Class B Common Stock voting as separate
voting groups. At any meeting of stockholders at which any Class A
Directors are elected, each holder of Class A Common Stock shall be
entitled to one (1) vote for each share of Class A Common Stock
standing in such holder's name on the stock transfer records of the
Corporation, for the election of Class A Directors, and the holders of
Class B Common Stock shall not be entitled to any vote with respect to
the election of Class A Directors. At any meeting of stockholders at
which any Class B Directors are elected, each holder of Class B Common
Stock shall be entitled to one (1) vote for each share of Class B
Common Stock standing in such holder's name on the stock transfer
records of the Corporation, for the election of Class B Directors, and
the holders of Class A Common Stock shall not be entitled to any vote
with respect to the election of Class B Directors.
3. If and when dividends on the Class A Common Stock or Class
B Common Stock are declared payable from time to time by the board of
directors from funds legally available therefor, whether payable in
cash, in property or in shares of stock of the Corporation, the holders
of Class A Common Stock and the holders of Class B Common Stock shall
be entitled to share equally, share for share, in such dividends. No
dividend of shares of Class B Common Stock may be paid, and in the
event that a dividend of shares of Class A Common Stock is paid, such
dividend shall be payable, share for share, to the holders of the Class
A Common Stock and to the holders of the Class B Common Stock.
4. (a) The holder of each outstanding share of Class B
Common Stock shall have the right at any time, or from time to time, at
such holder's option to convert such share into one fully paid and
non-assessable share of Class A Common Stock, on and subject to the
terms and conditions hereinafter set forth.
(b) In order to exercise the conversion privilege,
the holder of any shares of Class B Common Stock to be converted shall
present and surrender the certificate representing such shares during
usual business hours at any office or agency of the Corporation
maintained for the transfer of Class B Common Stock and shall deliver a
written notice of the election of the holder to convert the shares
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represented by such certificate or any portion thereof specified in
such notice. Such notice shall also state the name or names (with
address) in which the certificate or certificates for shares of Class A
Common Stock which shall be issuable on such conversion shall be
issued. If so required by the Corporation, any certificate for shares
surrendered for conversion shall be accompanied by instruments of
transfer, in form satisfactory to the Corporation, duly executed by the
holder of such shares or such holder's duly authorized representative.
Except in the case of an automatic conversion pursuant to paragraph 5
of this Article IV, each conversion of shares of Class B Common Stock
shall be deemed to have been effected on the date (the "Conversion
Date") on which the certificate or certificates representing such
shares shall have been surrendered and such notice and any required
instruments of transfer shall have been received as aforesaid, and the
person or persons in whose name or names any certificate or
certificates for shares of Class A Common Stock shall be issuable on
such conversion shall be deemed to have become immediately prior to the
close of business on the Conversion Date the holder or holders of
record of the shares of Class A Common Stock represented thereby.
(c) As promptly as practicable after the presentation
and surrender for conversion, as herein provided, of any certificate
for shares of Class B Common Stock, the Corporation shall issue and
deliver at such office or agency, to or upon the written order of the
holder thereof, certificates for the number of shares of Class A Common
Stock issuable upon such conversion. In case any certificate for shares
of Class B Common Stock shall be surrendered for conversion of a part
only of the shares represented thereby, the Corporation shall deliver
at such office or agency, to or upon the written order of the holder
thereof, a certificate or certificates for the number of shares of
Class B Common Stock represented by such surrendered certificate, which
are not being converted. The issuance of certificates for shares of
Class A Common Stock issuable upon the conversion of shares of Class B
Common Stock shall be made without charge to the converting holder for
any tax imposed on the Corporation in respect of the issue thereof. The
Corporation shall not, however, be required to pay any tax which may be
payable with respect to any transfer involved in the issue and delivery
of any certificate in a name other than that of the holder of the
shares being converted, and the Corporation shall not be required to
issue or deliver any such certificate unless and until the person
requesting the issue thereof shall have paid to the Corporation the
amount of such tax or has established to the satisfaction of the
Corporation that such tax has been paid.
(d) Upon any conversion of shares of Class B Common
Stock into shares of Class A Common Stock pursuant hereto, no
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adjustment with respect to dividends shall be made; only those
dividends shall be payable on the shares so converted as may be
declared and may be payable to holders of record of shares of Class B
Common Stock on the date prior to the Conversion Date with respect to
the shares so converted; and only those dividends shall be payable on
shares of Class A Common Stock issued upon such conversion as may be
declared and may be payable to holders of record of shares of Class A
Common Stock on or after such Conversion Date.
(e) All shares of Class B Common Stock which shall
have been surrendered for conversion as herein provided shall no longer
be deemed to be outstanding, and all rights with respect to such
shares, including the rights, if any, to receive notices and to vote,
shall thereupon cease and terminate, except only the right of the
holders thereof, subject to the provisions of subparagraph (c) of this
paragraph 4, to receive shares of Class A Common Stock in exchange
therefor. All shares of Class B Common Stock surrendered for conversion
shall be canceled and may not be reissued.
(f) Such number of shares of Class A Common Stock as
may from time to time be required for such purpose shall be reserved
for issuance upon conversion of outstanding shares of Class B Common
Stock.
5. (a) No person holding shares of Class B Common Stock
(hereinafter called "Class B holder") may transfer, and the Corporation
shall not register the transfer of, such shares of Class B Common
Stock, whether by sale, assignment, gift, bequest, appointment or
otherwise, except as permitted in any Class B Common Stockholder
agreement to which the Class B holder and the Corporation is a party.
(b) Any purported transfer of shares of Class B
Common Stock not permitted hereunder shall result, without further
action, in the automatic conversion of the transferee's shares of Class
B Common Stock, on a one for one basis, into shares of Class A Common
Stock, effective on the date of such purported transfer. The
Corporation may, as a condition to the transfer or the registration of
transfer of shares of Class B Common Stock, require the furnishing of
such affidavits or other proof as it deems necessary to establish that
such transfer is permitted by the terms of any Class B Common
Stockholder agreement to which the holder of such Class B Common Stock
is a party.
6. The Corporation shall note on the certificates representing
the shares of Class B Common Stock that there are restrictions on
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transfer and registration of transfer imposed by, or as described in,
paragraph 5.
7. The Class A Common Stock and Class B Common Stock is
subject to all the powers, rights, privileges, preferences and
priorities of the Preferred Stock as may be stated herein and as shall
be stated and expressed in any resolution or resolutions adopted by the
board of directors pursuant to authority expressly granted to and
vested in it by the provisions of this Article IV.
8. Authority is hereby expressly granted to the board of
directors of the Corporation, subject to the provisions of this Article
IV and to the limitations prescribed by law, by delivering to the Iowa
Secretary of State for filing articles of amendment hereto, which will
be effective without shareholder action, to authorize the issuance of
one or more series of Preferred Stock and with respect to each series
to fix by resolution or resolutions providing for the issuance of the
series the voting powers, full or limited, if any, of the shares of the
series and the designations, preferences and relative, participating
optional or other special rights, and the qualifications, limitations
or restrictions thereof. Each series shall consist of such number of
shares as shall be stated and expressed in the resolution or
resolutions providing for the issuance of the stock of the series
together with such additional number of shares as the board of
directors by resolution or resolutions may from time to time determine
to issue as a part of the series. The board of directors may from time
to time decrease the number of shares of any series of Preferred Stock
(but not below the number thereof then outstanding) by providing that
any unissued shares previously assigned to the series shall no longer
constitute a part thereof and may assign the unissued shares to an
existing or newly created series.
The authority of the board of directors with respect to each
series shall include, but not be limited to, the determination or
fixing of the following:
(a) The designation of the series.
(b) The dividend rate of the series, the conditions
and dates upon which dividends shall be payable, the relation which the
dividends shall bear to the dividends payable on any other class or
classes of stock, and whether the dividends shall be cumulative or
non-cumulative.
(c) Whether the shares of the series shall be subject
to redemption by the Corporation and, if made subject to redemption,
the times, prices and other terms and conditions of the redemption.
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(d) The rights of the holders of the shares of the
series upon the dissolution of, or upon the distribution of assets of,
the Corporation, and the amount payable on the shares in the event of
voluntary or involuntary liquidation.
(e) The terms and amount of any sinking fund provided
for the purchase or redemption of the shares of the series.
(f) Whether or not the shares of the series shall be
convertible into or exchangeable for shares of any other class or
classes or of any other series of any class or classes of stock of the
Corporation and, if provision be made for conversion or exchange, the
times, prices, rates, adjustments, and other terms and conditions of
the conversion or exchange.
(g) The extent, if any, to which the holders of the
shares of the series shall be entitled to vote with respect to the
election of directors or otherwise.
9. The holders of shares of each series of Preferred Stock
shall be entitled to receive, when and as declared by the board of
directors, out of funds legally available for the payment of dividends,
dividends at the rates fixed by the board of directors for such series,
and no more, before any dividends, other than dividends payable in
Class A Common Stock, shall be declared and paid, or set apart for
payment, on the Class A Common Stock and the Class B Common Stock with
respect to the same dividend period.
10. Whenever, at any time, dividends on the then outstanding
Preferred Stock as may be required with respect to any series
outstanding shall have been paid or declared and set apart for payment,
and after complying with respect to any retirement or sinking fund or
funds for any series of Preferred Stock, the board of directors may,
subject to the provisions of the resolution or resolutions creating any
series of Preferred Stock, declare and pay dividends on the Class A
Common Stock and the Class B Common Stock out of funds legally
available for the payment of dividends, and the holders of shares of
Preferred Stock shall not be entitled to share therein.
11. The holders of shares of each series of Preferred Stock
shall be entitled upon liquidation or dissolution or upon the
distribution of the assets of the Corporation to such preferences as
provided in the resolution or resolutions creating the series, and no
more, before any distribution of the assets of the Corporation shall be
made to the holders of shares of Class A Common Stock and Class B
Common Stock.
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Whenever the holders of shares of Preferred Stock shall have been paid
the full amounts to which they shall be entitled, the holders of shares
of the Class A Common Stock and Class B Common Stock shall be entitled
to share ratably in all the remaining assets of the Corporation.
12. Except as otherwise required by law and except for such
voting powers with respect to the election of directors or other
matters as may be stated in the resolution or resolutions of the board
of directors providing for the issuance of any series of Preferred
Stock, the holders of the series shall have no voting power whatsoever.
13. No holder of any share of any class of stock of the
Corporation shall have any preemptive right to subscribe for or acquire
additional shares of stock of any class of the Corporation or warrants
or options to purchase, or securities convertible into, shares of any
class of stock of the Corporation.
ARTICLE V
REGISTERED OFFICE AND AGENT
The street address of the registered office of the Corporation is 5400
University Avenue, West Des Moines, Iowa 50266, and the name of the Registered
Agent at that office is Stephen M. Morain.
ARTICLE VI
DIRECTORS
1. Definitions: For purpose of these restated articles of
incorporation, the following terms have the meanings given below.
(a) "Class A Director" means a director elected by the holders of the
Class A Common Stock and any director appointed to fill a vacancy in
the position of a director so elected.
(b) "Class B Director" means a director elected by the holders of the
Class B Common Stock and any director appointed to fill a vacancy in
the position of a director so elected.
2. Number: The number of Class A Directors of the Corporation shall be
not less than three (3) nor more than (5). The number of Class B Directors shall
be not less than ten (10) nor more than twenty (20).
3. Class A Director Qualifications and Removal. Not less than three nor
more than five Class A Directors (the exact number to be set from time to time
by
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resolution of the Board of Directors) shall be elected annually by the holders
of the Class A Common Stock. Class A Directors may be removed without cause by
the holders of a majority of the outstanding Class A Common Stock. A person who
is an officer, director or employee of a Class B Common Stockholder, any other
Farm Bureau organization or any affiliate thereof shall not be qualified to
serve as a Class A Director.
4. Class B Director Qualifications and Removal. Not less than ten nor
more than twenty Class B Directors (the exact number to be set from time to time
by the terms of an agreement among the Class B Common Stockholders) shall be
elected annually by the holders of the Class B Common Stock. Class B Directors
may be removed without cause by the holders of a majority of the outstanding
Class B Common Stock.
ARTICLE VII
PERSONAL LIABILITY OF DIRECTORS
A Director of this Corporation shall not be personally liable to the
Corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (1) 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 knowing
violation of the law, (iii) for any transaction from which the Director derives
an improper personal benefit or (iv) under Section 490.833, Code of Iowa. No
amendments to or repeal of this Article 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 omissions of said Director occurring prior to such
amendment or repeal. If Iowa law is hereafter changed to permit further
elimination or limitation of the liability of Directors for monetary damages to
the Corporation or its shareholders, then the liability of a Director of this
Corporation shall be automatically eliminated or limited to the full extent then
permitted without further action of the Corporation or its Board of Directors.
The Directors of this Corporation have agreed to serve and assume the duties of
Directors in reliance upon the provisions of this Article.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS
Each individual who is or was a Director of the Corporation (and the
heirs, executors, personal representatives of administrators of such individual)
who was or is made a party to, or is involved in any threatened, pending or
completed action, suit
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or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a Director of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise ("Indemnitee"), shall
be indemnified and held harmless by the Corporation to the fullest extent
permitted by applicable law, as the same exists or may hereafter be amended. In
addition to the indemnification conferred in this Article, the Indemnitee shall
also be entitled to have paid directly by the Corporation the expenses
reasonably incurred in defending any such proceeding against such Indemnitee in
advance of its final disposition, to the fullest extent authorized by applicable
law, as the same exists or may hereafter be amended. This Article shall prevail
over any inconsistent bylaw or resolution adopted by the Corporation.
ARTICLE IX
RECLASSIFICATION OF CAPITAL STOCK
Each share of the par value of $100.00 of the capital stock of this
Corporation outstanding at the effective date and time of these restated
articles of incorporation shall automatically and without any further action by
the Corporation or the shareholders be and become nineteen hundred (1,900)
shares without par value of the Class A Common Stock of this Corporation and one
hundred (100) shares without par value of the Class B Common Stock of this
Corporation.
CERTIFICATE OF ADOPTION
A. The duly adopted restated articles of incorporation set forth above
supersede the original articles of incorporation of the Corporation and all
amendments to them.
B. The restated articles of incorporation amend the articles of
incorporation requiring shareholder approval. The restated articles of
incorporation were approved by the shareholders on March 12, 1996. The
designation, number of outstanding shares, number of votes entitled to be cast
by each voting group entitled to vote
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separately on the restated articles of incorporation, and the number of votes of
each voting group indisputably represented at the meeting are as follows:
VOTES ENTITLED TO VOTES
DESIGNATION SHARES BE CAST ON REPRESENTED
OF GROUP OUTSTANDING RESTATED ARTICLES AT MEETING
-------- ----------- ----------------- ----------
Par Value $100.00 Shares 11,929.9 11,929.9 11,929.9
C. The total number of votes cast for and against the restated articles
of incorporation by each voting group entitled to vote separately on the
restated articles of incorporation is as follows:
VOTING VOTES VOTES
GROUP FOR AGAINST
----- --- -------
Par Value $100.00 Shares 11,929.9 None
D. The total number of undisputed votes cast for the restated articles
of incorporation by each voting group was:
VOTING VOTES
GROUP FOR
----- ---
Par Value $100.00 Shares 11,929.9
E. The number of votes cast for the restated articles of incorporation
by each voting group was sufficient for approval by that voting group.
FARM BUREAU MULTI-STATE
SERVICES, INC.
March 19, 1996 By: /s/ Eugene R. Maahs
Eugene R. Maahs, Senior Vice President,
Secretary and Treasurer
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