ARTICLES OF INCORPORATION
OF THE
PAN-AMERICAN ASSURANCE COMPANY
ARTICLE I.
The name and title of this corporation shall be "PAN-AMERICAN ASSURANCE
COMPANY," and its duration shall be perpetual; it shall have power in its
corporate name to sue and be sued; to make and use a corporate seal and the same
to break or alter at pleasure; to purchase, own, hold, lease, accept by
donation, or acquire in any other manner authorized by law, real, personal, or
mixed property of every sort and description; to alienate, sell, hypothecate,
mortgage, lease, or pledge any or all of its real, personal or mixed property,
rights or franchises; to borrow and loan money; to give and receive securities
by mortgage, pledge or in any other legal manner; and generally to do and
perform all things necessary or incident to the proper conduct of the affairs of
this corporation, and which may not be specifically enumerated in this charter.
ARTICLE II.
In this chart The objects and purposes for which this corporation is organized
are declared to be the transaction of the business of life insurance, health
insurance, and accident insurance, and reinsurance of all the aforesaid. For the
purposes of these articles of incorporation, life insurance is intended to mean
insurance on human life and insurance appertaining thereto or connected
therewith. It shall include the granting of annuities or survivorship benefits;
additional benefits in the event of death by accident; additional benefits in
the event of total and permanent disability of the insured; and optional modes
of settlement of proceeds. Health and Accident insurance is intended to mean
insurance against bodily injury; disablement or death by accident; and against
disablement resulting from sickness; and every insurance appertaining thereto.
All such insurances and reinsurances may be transacted on the participating or
non-participating plan at the option of the corporation.
The corporation may transact any or all such businesses in any other state,
territory, or district of the United States or in any foreign country. No policy
or contract issued by the corporation shall ever be subject to assessment. It
shall, in general, engage in any type of lawful commercial operation related to
its principal purpose as its Board of Directors may from time to time determine,
including, but not limited to, the entering into of contracts for segregated
funds and for the management of and administration of self-insured plans. The
corporation shall have authority to do any and all things permitted to a life
and health and accident insurer under the laws of Louisiana as presently
constituted or as hereafter amended.
ARTICLE III.
The registered office of this corporation shall be at the Pan-American
Life Center, City of New Orleans, Parish of Orleans, State of Louisiana 70130,
and all citations or other legal process shall be served, at that address, upon
its registered agents, Wallace B. Schmitz, President of the Corporation, and in
the event of his absence or inability to act, upon F. Donald Gibson, Secretary
of the Corporation, or their successors to these offices subsequent to the
filing of a written notice of change of registered agent with the Secretary of
State.
ARTICLE IV.
The total authorized capital stock of this corporation is two million
five hundred thousand and no/100 ($2,500,000.00) dollars, divided into and
represented by two hundred fifty thousand (250,000) shares of the par value of
ten ($10.00) dollars each, and such capital stock shall be evidenced by
certificates which shall be transferable only on the books of the Company.
ARTICLE V.
The amount of paid-in capital with which this corporation shall begin
business is one million and no/100 ($1,000,000.00) dollars.
ARTICLE VI.
The minimum surplus with which this corporation shall begin business is five
million and no/100 ($5,000,000.00) dollars.
ARTICLE VII.
The names of post office addresses of the first directors, each of whom
must own at least ten shares of the capital stock of the corporation, and their
classification and terms of office are as follows:
Initial Term of
Name Post Office Address Office Expires:
G. Frank Purvis, Jr. Pan-American Life Center March 28, 1984
New Orleans, LA 70130
Wallace B. Schmitz Pan-American Life Center March 28, 1984
New Orleans, LA 70130
John K. Roberts Pan-American Life Center March 28, 1983
New Orleans, LA 70130
Robert E. VanArsdall Pan-American Life Center March 28, 1983
New Orleans, LA 70130
Donald P. Murray Pan-American Life Center March 28, 1982
New Orleans, LA 70130
Warren S. Newton, Jr. Pan-American Life Center March 28, 1982
New Orleans, LA 70130
The election of Directors to fill the vacancy caused by the expiration
of the term of any director shall be held annually at the general meeting of the
stockholders. Beginning with the annual meeting in 1982 and annually thereafter,
the term of each director elected shall be for a three year period.
The directors in office shall continue until their successors are duly elected
and qualified.
ARTICLE VIII.
The names and post office addresses of the incorporators and a
statement of the number of shares subscribed by each are as follows:
G. Frank Purvis, Jr. Pan-American Life Center 10 shares
New Orleans, LA 70130
Wallace B. Schmitz Pan-American Life Center 10 shares
New Orleans, LA 70130
John K. Roberts Pan-American Life Center 10 shares
New Orleans, LA 70130
Robert E. VanArsdall Pan-American Life Center 10 shares
New Orleans, LA 70130
Donald P. Murray Pan-American Life Center 10 shares
New Orleans, LA 70130
Warren S. Newton, Jr. Pan-American Life Center 10 shares
New Orleans, LA 70130
The remaining 99,940 shares have been subscribed by Pan-American Life
Insurance Company, whose post office address is Pan- American Life Center, New
Orleans, LA 70130.
ARTICLE IX.
The general officers of the corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary, and a Treasurer.
The Chairman of the Board and the President of the corporation, both of whom
shall be members of the Board, and the Secretary shall be elected annually by
the Board of Directors. The corporation shall have such other officers as may
from time to time be determined by the Board of Directors. The other officers
shall be appointed by the President. the Board may, in
its discretion combine any two or more of the above offices, except President
and Secretary, and it may add additional descriptive titles to any of those
provided herein.
ARTICLE X.
A. Unless and until otherwise provided in the by-laws, all of the
corporate powers of this corporation shall be vested in, and all
of the business and affairs of this corporation shall be managed
by, a board of six directors. The number of directors may be
increased or decreased by a majority vote of the Board of
Directors, within the limits for the number of directors provided
by law.
B. The Board of Directors shall have authority to make and alter
by-laws, including the right to make and alter by-laws fixing
their qualifications, classifications, or terms of office, or
fixing or increasing their compensation, subject to the power of
the stockholders to change or repeal the by-laws so made.
C. The Board shall further have authority to exercise all such other
powers and to do all such other lawful acts and things which this
corporation or its stockholders might do, unless prohibited from
doing so by applicable laws, or by the articles of incorporation,
or by the by-laws of the corporation.
D. The number, classification, qualifications, term of office,
manner of election, time and place of meeting, whether within or
outside the State of Louisiana, and the powers and duties of the
directors may be from time to time fixed, changed, increased, or
reduced by the by-laws.
E. A vacancy on the Board of Directors for an unexpired term shall
be filled by the directors.
F. The Board of Directors shall meet at least six times a year.
Until otherwise provided in the by-laws, any director absent from a meeting may
be represented by any other person, whether or not he is a director or
stockholder, who may cast the vote of the absent director according to the
written instructions, general or special, of the absent director, filed with the
Secretary of the Corporation.
G. Upon the written request of stockholders holding 51% of the
voting stock of this corporation issued and outstanding, any
member of the Board of Directors of this corporation may be
replaced by a director designated by such stockholders in writing
at any time, whether or not his term of office shall have
expired.
ARTICLE XI.
The general meeting of the stockholders shall be held at the registered
office of the corporation, unless and until otherwise provided in the by-laws,
and shall take place on the 28th day of March of each year. If that day is a
legal holiday, the meeting shall be held on the first business day thereafter,
beginning in 1982 unless or until otherwise provided in the by-laws. At any
meeting of the stockholders every stockholder having the right to vote shall be
entitled to vote each share of stock which he holds in his own name, or by proxy
appointed by an instrument in writing subscribed by such stockholder. Any proxy
may be revoked at any time by the owner of the shares upon written notice to the
Secretary of the company or the presiding officer at any meeting.
ARTICLE XII.
The Chairman of the Board shall preside at all meetings of the
directors and of the stockholders. In the event of any vacancy in that office or
in the absence of the Chairman, the President shall perform these duties.
The Secretary shall keep a record of the votes and proceedings of all
meetings of the directors and stockholders, a list of the stockholders, the
number of shares standing in the name of each, a record of all transfers of
shares and of policies issued and all authorized assignments, cancellations, and
transfers thereof. He shall keep such other books and perform such other duties
as the President and board of directors may require.
ARTICLE XIII.
The articles of incorporation may be amended at a meeting of the
stockholders or members duly called for this purpose upon written notice of at
least ten days but not more than sixty days prior to the day fixed for the
meeting. Such amendment altering the articles may be adopted by a vote of
two-thirds (2/3) of the voting power of all persons present or represented by
proxy entitled under the articles to vote.
After the amendment has been duly adopted, an authentic act setting
forth this amendment shall be executed by the President and the Secretary of the
corporation. A full copy of the minutes of the meeting at which the amendment
was adopted, certified as a true copy by the secretary shall be annexed to the
authentic act. Approval and recordation of the amendment shall be in the manner
provided by the Louisiana Insurance Code.
ARTICLE XIV.
Restrictions against, and regulation of, the sale and any other
transfers of stock in this corporation may be prescribed in the by-laws or by
stockholders' agreements as permitted and provided in the Louisiana Insurance
Code.
CERTIFICATE
The foregoing is a true and correct copy of the Charter of the
Pan-American Assurance Company, as approved for recordation by the Insurance
Commissioner for the State of Louisiana on May 18, 1981, with all amendments to
date.
Given under my Signature and the Seal of the Company at New Orleans,
Louisiana, on the 13th day of November, 2000.
------------------------------------------
William T. Steen
Corporate Secretary
SEAL