Exhibit 3(i)
MARKEL HOLDINGS INC.
ARTICLES OF INCORPORATION
ARTICLE I
NAME
The name of the Corporation is Markel Corporation.
ARTICLE II
PURPOSE
The Corporation is organized to engage in any lawful business not required
by the Virginia Stock Corporation Act to be stated in the Articles of
Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The number and designation of shares, which
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shall have no par value, which the Corporation shall have the authority to issue
are as follows:
Class Number of Shares
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Preferred 10,000,000
Common 50,000,000
3.2 Preemptive Rights. No holder of outstanding shares of any class shall
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have any preemptive right with respect to (i) any shares of any class of the
Corporation, whether now or hereafter authorized, (ii) any warrants, rights or
options to purchase any such shares or (iii) any obligations convertible into or
exchangeable for any such shares or into warrants, rights or options to purchase
any such shares.
ARTICLE IV
PREFERRED SHARES
4.1 Issuance in Series. The Board of Directors is authorized to issue the
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Preferred Shares from time to time in one or more series and to provide for the
designation, preferences, limitations and relative rights of the shares of each
series by the adoption of Articles of Amendment to the Articles of Incorporation
of the Corporation setting forth:
(i) The maximum number of shares in the series and the designation
of the series, which designation shall distinguish the shares thereof from
the shares of any other series or class;
(ii) Whether shares of the series shall have special, conditional or
limited voting rights, or no right to vote, except to the extent prohibited
by law;
(iii) Whether shares of the series are redeemable or convertible (A)
at the option of the Corporation, a shareholder or another person or upon
the occurrence of a designated event, (B) for cash, indebtedness,
securities or other property, and (C) in a designated amount or in an
amount determined in accordance with a designated formula or by reference
to extrinsic data or events;
(iv) Any right of holders of shares of the series to distributions,
calculated in any manner, including the rate or rates of dividends, and
whether dividends shall be cumulative, noncumulative or partially
cumulative;
(v) The amount payable upon the shares of the series in the event
of voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;
(vi) Any preference of the shares of the series over the shares of
any other series or class with respect to distributions, including
dividends, and with respect to distributions upon the liquidation,
dissolution or winding up of the affairs of the Corporation; and
(vii) Any other preferences, limitations or specified rights
(including a right that no transaction of a specified nature shall be
consummated while any shares of such series remain outstanding except upon
the assent of all or a specified portion of such shares) now or hereafter
permitted by the laws of the Commonwealth of Virginia and not inconsistent
with the provisions of this Section 4.1.
4.2 Articles of Amendment. Before the issuance of any shares of a series,
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Articles of Amendment establishing such series shall be filed with and made
effective by the State Corporation Commission of Virginia, as required by law.
ARTICLE V
COMMON SHARES
5.1 Voting Rights. The holders of outstanding Common Shares shall, to the
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exclusion of the holders of any other class of shares of the Corporation, have
the sole power to vote for the election of directors and for all other purposes
without limitation, except (i) as otherwise provided in the Articles of
Amendment establishing any series of Preferred Shares or (ii) as may be required
by law.
5.2 Distributions. Subject to the rights of the holders of shares, if
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any, ranking senior to the Common Shares as to dividends or rights in the
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of the Common Shares shall be entitled to distributions, including
dividends, when declared by the Board of Directors and to the net assets of the
Corporation upon the liquidation, dissolution or winding up of the affairs of
the Corporation.
ARTICLE VI
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation, which is
located in the County of Henrico, Virginia, is 5441 Cox Road, Glen Allen,
Virginia 23060. The initial registered agent of the Corporation is Gregory B.
Nevers, whose business office is identical with the registered office and who is
a resident of Virginia and a member of the Virginia State Bar.
ARTICLE VII
INDEMNIFICATION
7.1 Definitions. For purposes of this Article the following definitions
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shall apply:
(i) "Corporation" means this Corporation only and no predecessor
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entity or other legal entity;
(ii) "expenses" include counsel fees, expert witness fees, and costs
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of investigation, litigation and appeal, as well as any amounts expended in
asserting a claim for indemnification;
(iii) "liability" means the obligation to pay a judgment, settlement,
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penalty, fine, or other such obligation, including, without limitation, any
excise tax assessed with respect to an employee benefit plan;
(iv) "legal entity" means a corporation, partnership, limited
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liability company, joint venture, trust, employee benefit plan or other
enterprise;
(v) "predecessor entity" means a legal entity the existence of
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which ceased upon its acquisition by the Corporation in a merger or
otherwise; and
(vi) "proceeding" means any threatened, pending, or completed
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action, suit, proceeding or appeal whether civil, criminal, administrative
or investigative and whether formal or informal.
7.2 Indemnification of Directors and Officers. The Corporation shall
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indemnify any individual who is, was or is threatened to be made a party to a
proceeding (including a proceeding by or in the right of the Corporation)
because such individual is or was a director or officer of the Corporation or
because such individual is or was serving the Corporation, or any other legal
entity in any capacity at the request of the Corporation while a director or
officer of the Corporation, against all liabilities and reasonable expenses
incurred in the proceeding except such liabilities and expenses as are incurred
because of such individual's willful misconduct or knowing violation of the
criminal law. Service as a director or officer of a legal entity controlled by
the Corporation shall be deemed service at the request of the Corporation. The
determination that indemnification under this Section 7.2 is permissible and the
evaluation as to the reasonableness of expenses in a specific case shall be
made, in the case of a director, as provided by law, and in the case of an
officer, as provided in Section 7.3 of this Article; provided that if a majority
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of the directors of the Corporation has changed after the date of the alleged
conduct giving rise to a claim for indemnification, such determination and
evaluation shall, at the option of the person claiming indemnification, be made
by special legal counsel agreed upon by the Board of Directors and such person.
Unless a determination has been made that indemnification is not permissible,
the Corporation shall make advances and reimbursements for expenses incurred by
a director or officer in a proceeding upon receipt of an undertaking from such
director or officer to repay the same if it is ultimately determined that such
director or officer is not entitled to indemnification. Such undertaking shall
be an unlimited, unsecured general obligation of the director or officer and
shall be accepted without reference to such director's or officer's ability to
make repayment. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that a director or officer acted in such a manner as
to make such director or officer ineligible for indemnification. The
Corporation is authorized to contract in advance to indemnify and make advances
and reimbursements for expenses to any of its directors or officers to the same
extent provided in this Section 7.2.
7.3 Indemnification of Others. The Corporation may, to a lesser extent or
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to the same extent that it is required to provide indemnification and make
advances and reimbursements for expenses to its directors and officers pursuant
to Section 7.2, provide indemnification and make advances and reimbursements for
expenses to its employees and agents, the directors, officers, employees and
agents of its subsidiaries and predecessor entities, and any person serving any
other legal entity in any capacity at the request of the Corporation, and may
contract in advance to do so. The determination that indemnification under this
Section 7.3 is permissible, the authorization of such indemnification and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as authorized from time to time by general or specific action of the Board of
Directors, which action may be taken before or after a claim for indemnification
is made, or as otherwise provided by law. No person's rights under Section 7.2
of this Article shall be limited by the provisions of this Section 7.3.
7.4 Miscellaneous. The rights of each person entitled to indemnification
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under this Article shall inure to the benefit of such person's heirs, executors
and administrators. Special legal counsel selected to make determinations under
this Article may be counsel for the Corporation. Indemnification pursuant to
this Article shall not be exclusive of any other right of indemnification to
which any person may be entitled, including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and
indemnification under policies of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent such person is indemnified by another,
including an insurer. The Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Article or to protect any
of the persons named above against any liability arising from their service to
the Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Article shall not be deemed to preclude the Corporation from
entering into contracts otherwise permitted by law with any individuals or legal
entities, including those named above. If any provision of this Article or its
application to any person or circumstance is held invalid by a court of
competent jurisdiction, the invalidity shall not affect other provisions or
applications of this Article, and to this end the provisions of this Article are
severable.
7.5 Amendment. No amendment, modification or repeal of this Article VII
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shall diminish the rights provided hereunder to any person arising from conduct
or events occurring before the adoption of such amendment, modification or
repeal.
ARTICLE VIII
ELIMINATION OF LIABILITY
In every instance in which the Virginia Stock Corporation Act, as it exists
on the date hereof or may hereafter be amended, permits the limitation or
elimination of liability of directors or officers of a corporation to the
corporation or its shareholders, the directors and officers of this Corporation
shall not be liable to the Corporation or its shareholders. No amendment,
modification or repeal of this Article VIII shall diminish the rights provided
hereunder to any person arising from conduct or events occurring before the
adoption of such amendment, modification or repeal.
Dated: August 24, 1999
/s/ Leslie A. Grandis
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Leslie A. Grandis, Incorporator