Articles of Incorporation
1. Corporate Name: RLI Corp.
2. Initial Registered Agent: Camille J. Hensey
Initial Registered Office: 9025 North Lindbergh Drive
Peoria, Illinois 61615
Peoria County
3. Purpose or purposes for which the corporation is organized:
To do any and all acts and things for which corporations
may be incorporated under The Business Corporation Act of
1983 of the State of Illinois.
4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:
# of Shares
Par Value # of Shares Proposed to Consideration to be
Class per Share Authorized be Issued Received Therefore
Common $1.00 50,000,000 1,000 $1,000.00
Paragraph 2: The preferences, qualifications, limitations, restrictions
and special or relative rights in respect of the shares of each class are:
Denial of Cumulative Voting Rights
No holder of any class or series of shares of this corporation shall have
cumulative voting rights with respect to any matter voted upon by the holders of
such shares.
5. Optional
6. Optional:
(a) It is estimated that the value of all property
to be owned by the corporation for the following
year wherever located will be: $116,778,993.
(b) It is estimated that the value of the property
to be located within the State of Illinois
during the following year will be: $444,870.
(c) It is estimated that the gross amount of
business that will be transacted by the
corporation during the following year
will be: $7,554,638.
(d) It is estimated that the gross amount of
business that will be transacted from places
of business in the State of Illinois during
the following year will be: $14,723.
7. Optional: Other Provisions
Staggered Director Terms
In accordance with the provisions of Section 8.10(e) Number, election and
resignation of directors, of the Business Corporation Act of 1983, the Board of
Directors of the Corporation shall consist of nine members. The members of the
Board of Directors shall be divided into three equal classes. The term of
office of directors of the first class shall expire at the first annual meeting
of shareholders after their election, that of the second class shall expire at
the second annual meeting of shareholders after their election, and that of the
third class shall expire at the third annual meeting of the shareholders after
their election. At each annual meeting, the number of directors equal to the
number of the class whose terms expire at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting of the
shareholders.
Removal of Directors
In accordance with the provisions of Section 8.35(4) Removal of Directors of the
Business Corporation Act of 1983, a director of this Corporation may be removed
only for cause.
Merger: Majority Shareholder Vote Required
In accordance with the provisions of Section 11.20 Approval by Shareholders, of
the Business Corporation Act of 1983, any plan of merger, consolidation or
exchange shall be approved upon receiving the affirmative vote of the holders of
at least a majority of the outstanding shares entitled to vote on the issue.
Indemnification of officers, directors, employees and agents; insurance.
(a) This corporation shall indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation or with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.
(b) This corporation shall indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to the
best interests of the corporation, provided that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of this
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred by
such person in connection therewith.
(d) Any indemnification under subsections (a) and (b), unless ordered by a
court, shall be made by the corporation only as authorized in the specific case,
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in subsections (a) or (b). Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by the board of directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
officer, employee or
agent to repay such amount, unless it shall ultimately be determined that he or
she is entitled to be indemnified by the corporation as authorized in this
section.
(f) The indemnification provided by this section shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
any by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a person.
(g) This corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation
or who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this section.
(h) If the corporation has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
(i) For purposes of this section, references to "the corporation" or "this
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers and employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprises,
shall stand in the same position under the provisions of this section with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.
(j) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee or
agent with respect to an employee benefit plan, its
participants or beneficiaries. A person who acted in good faith and in a manner
he or she reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this section.