Exhibit 3.1 Articles of Incorporation, as amended to date.
The Articles of Incorporation were filed as an exhibit to the Company's
Form 10-K for the fiscal year ended December 31, 1994, and are incorporated
herein by this reference. The Articles of Incorporation have been modified since
that time as follows:
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
MERCURY GENERAL CORPORATION
George Joseph and Judy Walters certify that:
1. They are the chairman of the board of directors and the secretary,
respectively, of MERCURY GENERAL CORPORATION, a California corporation.
2. Article SEVEN of the articles of incorporation is amended to read:
"SEVEN: The corporation is authorized to issue only one class of shares
to be designated "Common Stock." The total number of said shares which the
corporation shall have the authority to issue is Thirty-Five Million
(35,000,000) shares; and, the shares shall be without par value."
3. The amendment herein set forth has been duly approved by the board of
directors.
4. The amendment herein set forth has been duly approved by the required
vote of the shareholders in accordance with Section 902 of the Corporations
Code. The corporation has only one class of shares and the number of outstanding
shares is 27,531,425. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required for the
approval of the amendment herein set forth was not less than 66-2/3% of the
voting power of the corporation.
/s/ George Joseph
---------------------------
George Joseph, Chairman of
the Board of Directors
/s/ Judy Walters
----------------------------
Judy Walters, Secretary
The undersigned further declare under penalty of perjury under the laws
of the State of California that they have read the foregoing certificate and
know the contents thereof and that the same is true of their own knowledge.
Executed at Los Angeles, California on August 14, 1997.
/s/ George Joseph
---------------------------
George Joseph
/s/ Judy Walters
----------------------------
Judy Walters
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
MERCURY GENERAL CORPORATION
George Joseph and Judy Walters certify that:
1. They are the chairman of the board of directors and the secretary,
respectively, of MERCURY GENERAL CORPORATION, a California corporation.
2. Article SEVEN of the articles of incorporation is amended to read:
"SEVEN: The corporation is authorized to issue only one class of
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shares to be designated "Common Stock." The total number of said shares which
the corporation shall have the authority to issue is Seventy Million
(70,000,000) shares; and, the shares shall be without par value. Upon the
amendment of this Article to read as hereinabove set forth, each outstanding
share is split up and converted into two shares of Common Stock."
3. The amendment herein set forth has been duly approved by the board of
directors.
4. Pursuant to Section 902(c) of the California Corporations Code, the
vote of the shareholders of the corporation is not required to effect the
foregoing amendment of articles of incorporation.
5. The corporation has only one class of shares outstanding and the
amendment effects only a stock split and an increase in the authorized number
of shares in proportion to the split.
/s/ George Joseph
---------------------------
George Joseph, Chairman of
the Board of Directors
/s/ Judy Walters
----------------------------
Judy Walters, Secretary
The undersigned further declare under penalty of perjury under the laws
of the State of California that they have read the foregoing certificate and
know the contents thereof and that the same is true of their own knowledge.
Executed at Los Angeles, California on August 27, 1997.
/s/ George Joseph
---------------------------
George Joseph
/s/ Judy Walters
----------------------------
Judy Walters