RESTATED CHARTER
OF
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
UNDER SECTION 807 OF THE NEW YORK BUSINESS
CORPORATION LAW
AND SECTION 1206 OF THE NEW YORK INSURANCE LAW
1. The name of the corporation is ReliaStar Bankers Security Life
Insurance Company. The name under which the corporation was originally
incorporated was the Morris Plan Insurance Society. The name was changed to
ReliaStar Bankers Security Life Insurance Company by Charter Amendment of August
19, 1996.
2. The Charter was filed in the office of the Superintendent of
Insurance of the State of New York on June 11, 1917.
3. The Charter is amended at Article I by changing the name of the
corporation to "ReliaStar Life Insurance Company of New York." The text of the
Charter is hereby restated as amended to read as set forth below in full, and
such Restated Charter shall be effective January 1, 1998:
ARTICLE I
The name of the Corporation shall be "ReliaStar Life Insurance
Company of New York ".
ARTICLE II
The principal office of the Corporation shall be located in
the County of Nassau, State of New York. The Corporation may establish
and maintain other offices, agencies or branches within or without the
State of New York and in any part of the world.
ARTICLE III
The Corporation is formed for the following purposes:
To transact the following kinds of insurance business as
defined in Section 1113(a)(1), (2) and (3) of the New York Insurance
Law:
"1. `Life insurance,' means every insurance upon the lives of
human beings, and every insurance appertaining thereto, including the
granting of endowment benefits, additional benefits in the event of
death by accident, additional benefits to safeguard the contract from
lapse, accelerated payments of part or all of the death benefit or a
special surrender value upon diagnosis (A) of terminal illness defined
as a life expectancy of twelve months or less, or (B) of a medical
condition requiring extraordinary medical care or treatment regardless
of life expectancy, or provide a special surrender value, upon total
and permanent disability of the insured, and optional modes of
settlement of proceeds. "Life insurance" also includes additional
benefits to safeguard the contract against lapse in the event of
unemployment of the insured. Amounts paid the insurer for life
insurance and proceeds applied under optional modes of settlement or
under dividend options may be allocated by the insurer to one or more
separate accounts pursuant to section four thousand two hundred forty
of this chapter.
2. `Annuities,' means all agreements to make periodical
payments for a period certain or where the making or continuance of all
or some of a series of such payments, or the amount of any such
payment, depends upon the continuance of human life, except payments
made under the authority of paragraph one hereof. Amounts paid the
insurer to provide annuities and proceeds applied under optional modes
of settlement or under dividend options may be allocated by the insurer
to one or more separate accounts pursuant to section four thousand two
hundred forty of this chapter.
3. `Accident and health insurance,' means (i) insurance
against death or personal injury by accident or by any specified kind
or kinds of accident and insurance against sickness, ailment or bodily
injury, including insurance providing disability benefits pursuant to
article nine of the workers' compensation law, except as specified in
item (ii) hereof; and (ii) non-cancelable disability insurance, meaning
insurance against disability resulting from sickness, ailment or bodily
injury (but excluding insurance solely against accidental injury) under
any contract which does not give the insurer the option to cancel or
otherwise terminate the contract at or after one year from its
effective date or renewal date."
To do such other business as a stock life insurance company
now is or hereafter may be permitted to do under the Insurance Law of
the State of New York and for which the Corporation shall have the
required capital and surplus.
ARTICLE IV
The amount of the capital of the Corporation shall be Two
Million Seven Hundred Fifty Five Thousand Seven Hundred Twenty Six
Dollars ($2,755,726) to consist of One Million Three Hundred Seventy
Seven Thousand Eight Hundred Sixty Three (1,377,863) shares of Capital
Stock of the par value of Two Dollars ($2.00) each.
No holder of stock of the Corporation shall be entitled, as
such, to any pre-emptive rights to subscribe for the purchase of or to
receive any part of any issue of shares, or of bonds, notes,
debentures, preferred stock, or other securities convertible into
shares, of the Corporation whether now or hereafter authorized or
issued; and the Corporation shall have the right from time to time,
without offering the same to the holders of shares of any class then
outstanding, to issue and sell shares of its stock of any class, or any
such bonds, notes, debentures, or other securities convertible into
stock, to such person or persons as the Board of Directors from time to
time shall determine. As used in this paragraph the expression
"securities convertible into stock" shall be deemed to include
securities to which are attached or with which are issued warrants or
other instruments evidencing the right to purchase or otherwise acquire
shares to any class of stock of the Corporation.
ARTICLE V
Section 1. The corporate powers shall be exercised by a Board
of Directors and by a president and by one or more vice presidents, a
secretary and a treasurer and by such other officers and such
committees as the Board of Directors may elect or appoint and empower.
The number of Directors shall be not less than thirteen nor more than
twenty-two. The actual number of Directors of the Corporation shall be
such as from time to time shall be fixed by or in the manner provided
in the By-laws.
Section 2. The Board of Directors or the Stockholder(s) shall
have the powers to make, prescribe amend or repeal the By-Laws. The
Board of Directors shall also have the powers to make and prescribe
rules and regulations for the transaction of business of the
Corporation and the conduct of its affairs, not inconsistent with this
Charter or the laws of the State, and to amend or repeal the same.
ARTICLE VI
Section 1. The directors shall be elected by the stockholders,
as prescribed by the laws of the State of New York or by By-laws not
inconsistent with this charter or the laws of the State of New York. An
election of directors shall be held each year on the second Thursday of
April, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day not a legal holiday at such time and place as
specified by the Board of Directors, or, in the event the Board of
Directors shall fail to specify such a time and place, at the
Corporation's Executive Office at 9:00 a.m. The stockholders by a
majority vote at a meeting may remove any directors with or without
cause. Any director may be removed by the Board of Directors for cause,
at any time, or whenever such action is requested by the Superintendent
of Insurance of the State of New York.
Section 2. The president, one or more vice presidents, a
secretary and a treasurer shall be elected annually by the Directors at
the first meeting of the Board of Directors held after the election of
the Directors as provided in Section 1 of this Article; and each of
them shall hold office until the election of his successor. All other
officers shall be elected or appointed by the Board of Directors, or in
such manner as the By-laws may prescribe. Any officers may be removed
at any time by the Board of Directors.
Section 3. Whenever any vacancy or vacancies shall occur in
the Board of Directors by death, resignation, removal or otherwise, a
majority of the remaining members of the Board, at a meeting called for
that purpose, or at any regular meeting, shall elect a Director or
Directors to fill the vacancy or vacancies thus occasioned and each
Director so elected shall serve until his successor is elected and is
qualified. If, because of any vacancy or vacancies in the Board of
Directors, the number of Directors shall be less than thirteen, the
Corporation shall not for that reason be dissolved, but every Director
shall continue to hold office and discharge his duties until his
successor shall have been elected and qualified.
Section 4. Vacancies in any office may be filled for the
remainder of the term of the term in which the same shall occur by a
majority vote of the Board of Directors.
Section 5. At all times, not less than three directors shall
be residents of New York, at least a majority shall be citizens and
residents of the United States, and no director shall be less than
eighteen years of age. Not less than one-third of the Board of
Directors shall be persons who are not officers or employees of the
Corporation or any entity controlling, controlled by, or under common
control with the Corporation and who are not beneficial owners of a
controlling interest in the voting stock of the Corporation or any such
entity. Directors need not be stockholders.
ARTICLE VII
The names and post office residence addresses of the Directors
who shall serve until the next annual meeting of stockholders and until
their successors are duly elected are:
Name Residence
Stephen A. Carb 254 East 68th Street
New York, NY 10021
R. Michael Conley 2910 Holly Lane
Plymouth, MN 55447
Richard R. Crowl 1439 Tyrol Trail
Golden Valley, MN 55416
John H. Flittie 13970 Oakland Place
Minnetonka, MN 55343
James T. Hale 6420 Pioneer Trail
Corcoran, MN 55357
Wayne R. Huneke 6100 Sherman Circle
Edina, MN 55436
Kenneth U. Kuk 6306 Maple Ridge
Excelisor, MN 55331
Richard E. Nolan 271 Central Park West
New York, NY 10024
Fioravante G. Perrotta 13 Clark Lane
Essex, CT 06426
Robert C. Salipante 14555 Durham Road
Minnetonka, MN 55345
John G. Turner 3424 West Calhoun Parkway
St. Louis Park, MN 55416
Charles B. Updike P.O. Box 263, S. Main Street
Westport, NY 12993
Ross M. Weale 56 Cove Road
S. Salem, NY 10590
Steven W. Wishart 1957 Sheridan South
Minneapolis, MN 55405
ARTICLE VIII
Any person made a party to any action, suit or proceeding,
civil or criminal, by reason of the fact that he or she is or was an
officer or employee of the Corporation, or of any corporation which he
or she served as such at the request of the Corporation, shall be
indemnified by the Corporation against the reasonable expenses,
including attorney's fees, actually and necessarily incurred by him or
her in connection with the defense of such action, suit or proceeding,
civil or criminal, or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action,
suit or proceeding that he or she is liable for negligence or
misconduct in the performance of his or her duties. No director shall
be personally liable to the Corporation or any of its stockholders for
damages for any breach of duty as a director; provided, however, that
the foregoing provision shall not eliminate or limit (i) the liability
of a director if a judgment or other final adjudication adverse to him
or her establishes that his or her acts or omissions were in bad faith
or involved intentional misconduct or any violation of the Insurance
Law or a knowing violation of any other law or that he or she
personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled; or (ii) the liability of a
director for any act or omission prior to the adoption of this
amendment by the stockholders of the Corporation. Any amount payable by
way of indemnity shall be determined and paid in such manner as the
Board of Directors may determine or the stockholders by appropriate
resolution may specify: provided, however, that if such amount is paid
otherwise than pursuant to a court order or by resolution of the
stockholders, the Corporation shall, not later than the next annual
meeting of stockholders unless such meeting is held within three months
of the date of payment and, in any event, within fifteen months of the
date of such payment, mail to its stockholders of record at the time
entitled to vote for the election of directors a statement specifying
the persons paid, the amounts paid and the nature and status at the
time of such payment of the litigation or threatened litigation.
ARTICLE IX
The duration of the corporate existence of the Corporation
shall be perpetual.
4. The said amendment to the charter was authorized by the Board of
Directors at a meeting held on July 23, 1997 and this Restated Charter was
authorized by the sole shareholder of the corporation at a meeting held on
October 28, 1997.
IN WITNESS WHEREOF This Restated Charter has been signed this 11th
day of December, 1997.
RELIASTAR BANKERS SECURITY
LIFE INSURANCE COMPANY
By /s/ Richard R. Crowl
----------------------------------
Richard R. Crowl, Senior Vice President
and General Counsel
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On _______, 1997, before me personally came Richard R. Crowl, to me
personally known and known to me to be the person who executed the foregoing
instrument, and he duly acknowledged before me that he executed the same.
/s/ Patricia A. Thompson
--------------------------------
Notary Public
By /s/ Susan M. Bergan
--------------------------------
Susan M. Bergen, Secretary
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On December 11, 1997, before me personally came Susan M. Bergen, to
me personally known and known to me to be the person who executed the
foregoing instrument, and she duly acknowledged before me that she executed the
same.
/s/ Patricia A. Thompson
-----------------------------------
Notary Public
RELIASTAR LIFE INSURANCE COMPANY
OF NEW YORK
Bylaws
as amended and restated
Effective January 1, 1998
Home Office: 1000 Woodbury Road, Suite 102, P.O. Box 9004, Woodbury, NY
11797
Incorporated Under the Laws of the State of New York