ARTICLES OF INCORPORATION
OF
BUSINESS MEN'S ASSURANCE
COMPANY OF AMERICA
ARTICLE I
The name of this Corporation is Business Men's Assurance Company of America.
ARTICLE II
The principal office of the Corporation shall be located in Kansas City,
Missouri.
ARTICLE III
The duration of the Corporation is perpetual.
ARTICLE IV
The Corporation is formed for the purpose of making insurance upon the lives of
individuals and every assurance pertaining thereto or connected therewith, and
to grant, purchase and dispose of annuities and endowments of every kind and
description whatsoever, and to provide an indemnity against death, and for
weekly or other periodic indemnity for disability occasioned by accident or
sickness to the person of the insured, and generally to do all such other things
as shall be permitted a Corporation of this kind by law, and not expressly
prohibited by applicable provisions of Missouri law. The accident and health
insurance and life insurance shall be made separate departments of the
Corporation.
In order to carry out the purpose for which it is organized, the Corporation
shall have the following rights and powers to the extent not inconsistent with
or expressly prohibited by applicable provisions of Missouri law:
A. To enter into any lawful contract or contracts with person, firms,
corporations, other entities, governments or any agencies or subdivisions
thereof, including guaranteeing the performance of any contract or any
obligation of any person, firm, corporation or other entity.
B. To purchase and acquire, as a going concern or otherwise, and to carry
on, maintain and operate all or any part of the property or business of any
corporation, firm, association, entity, syndicate or person whatsoever, deemed
to be of benefit to the Corporation, or for use in any manner in connection with
any of its purposes; and to dispose thereof upon such terms as may seem
advisable to the Corporation.
C. To purchase or otherwise acquire, hold, sell, pledge, reissue, transfer
or otherwise deal in, shares of the Corporation's own stock, provided that it
shall not use its funds or property for the purchase of its own shares of stock
when such use would be prohibited by law, by the Articles of Incorporation, or
by the Bylaws of the Corporation; and, provided further, that shares of its own
stock belonging to it shall not be voted upon directly or indirectly.
D. To invest, lend and deal with moneys of the Corporation in any lawful
manner, and to acquire by purchase, by the exchange of stock or other securities
of the Corporation, by subscription or otherwise, and to invest in, to hold for
investment or for any other purpose, and to use, sell, pledge or otherwise
dispose of, and in general to deal in any interest concerning, or enter into any
bonds, notes, debentures, certificates, receipts and other securities and
obligations of any government, state, municipality, corporation, association or
other entity, including individuals and partnerships and, while owner thereof,
to exercise all of the rights, powers and privileges of ownership, including
among other things, the right to vote thereon for any and all purposes, and to
give consents with respect thereto.
E. To borrow or raise money for any purpose of the Corporation, and to
secure any loan, indebtedness or obligation of the Corporation and the interest
accruing thereon, and for that or any other purpose to mortgage, pledge,
hypothecate or charge all or any part of the present or hereafter acquired
property, rights and franchises of the Corporation, real, personal, mixed or of
any character whatever, subject only to limitations specifically imposed by law.
F. To advise and counsel others, and to act for and on behalf of others
concerning the acquisition, organization, promotion, development, financing,
operation, management, disposition and termination of corporations,
associations, partnerships, firms and investments of all kinds, and to perform
any and all services relating to the foregoing and otherwise, and to enter into
and perform contracts, agreements and undertakings in connection therewith.
G. To buy, lease, rent or otherwise acquire, own, hold, use, divide,
partition, develop, improve, operate and sell, lease, mortgage or otherwise
dispose of, deal in and turn to account real estate, leaseholds, and any and all
interests or estates therein or appertaining thereto; and to construct, acquire,
manage, operate, improve, maintain, own, sell, lease or otherwise dispose of or
deal in buildings, structures and improvements situated or to be situated on any
real estate or leasehold.
H. To do any and all of the things hereinabove enumerated alone for its own
account, or for the account of others, or as the agent for others, or in
association with others, or by or through others, and to enter into all lawful
contracts and undertakings in respect thereof.
I. In general, to carry on any other business in connection with each and
all of the foregoing or incidental thereto, and to carry on, transact and engage
in any and every lawful business or other lawful things calculated to be of
gain, profit or benefit to the Corporation as fully and freely as a natural
person might do, to the extent and in the manner, and anywhere within and
without the State of Missouri, as it may from time to time determine; and to
have and exercise each and all of the powers and privileges, either direct or
incidental, which are given and provided by or are available under the laws of
the State of Missouri applicable to life insurance companies or applicable to
all insurance companies.
None of the purposes and powers specified in any of the paragraphs of this
Article IV shall be in any way limited or restricted by reference to or
inference from the terms of any other paragraph, and the purposes and powers
specified in each of the paragraphs of this Article IV shall be regarded as
independent purposes and powers. The enumeration of specific purposes and powers
in this Article IV shall not be construed to restrict in any manner the general
purposes and powers of this Corporation, nor shall the expression of one thing
be deemed to exclude another, although it be of like nature. The enumeration of
purposes or powers herein shall not be deemed to exclude, or in any way limit by
inference, any purposes or powers which this Corporation has power to exercise,
whether expressly by the laws of the State of Missouri now or hereafter in
effect, or impliedly by any reasonable construction of such laws.
ARTICLE V
The aggregate number of shares of Capital Stock which the Company is authorized
to issue is 27,000,000, divided into the following classes:
3,000,000 shares of Preferred Stock of the par value of $1.00
per share, which is hereinafter referred to as "Preferred
Stock," and
24,000,000 shares of Common Stock of the par value of $1.00
per share, which is hereinafter referred to as "Common Stock."
The designations, preferences and relative, participating, optional or other
special rights or each class of stock, and the qualifications, limitations or
restrictions of such preferences and/or rights are, or shall be determined, as
follows:
A. Provisions Applicable to Preferred Stock
1. Issuance of Shares
(a) Shares of Preferred Stock may be issued form time
to time in one or more series as provided herein.
Each such series shall be designated so as to
distinguish the shares thereof from the shares of all
other series, and shall have such voting powers,
full, special or limited, or no voting powers, and
such designations, preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the Articles of
Incorporation or any amendment thereto, or in the
resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors pursuant
to authority expressly vested in it by the provisions
of these Articles of Incorporation. The shares of
Preferred Stock of all series shall be of equal rank,
and all shares of any particular series of Preferred
Stock shall be identical, except that if the
dividends thereon are cumulative, the date or dates
from which they shall be cumulative may differ. The
terms of any series of Preferred Stock may vary from
the terms of any other series of Preferred Stock to
the full extent now or hereafter permitted by
Missouri law, and the terms of each series shall be
fixed, prior to the issuance thereof, in the manner
provided in subparagraph (b) of this paragraph 1.
Without limiting the generality of the foregoing,
shares of Preferred Stock of different series may,
subject to any applicable provisions of law, vary
with respect to the following terms:
(1) The distinctive designation of such
series and the number of shares of such series;
(2) The rate or rates at which shares of
such series shall be entitled to receive dividends,
the conditions upon, and the times of payment of such
dividends, the relationship and preference, if any,
of such dividends to dividends payable on any other
class or classes or any other series of stock, and
whether such dividends shall be cumulative or
non-cumulative, and if cumulative, the date or dates
from which such dividends shall be cumulative;
(3) The right, if any, to exchange or
convert the shares of such series into shares of any
other class or classes, or of any other series of the
same or any other class or classes of stock of the
Company, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange,
and the adjustments, if any, at which such conversion
or exchange may be made;
(4) If shares of such series are subject to
redemption, the time or times and the price or prices
at which, and the terms and conditions on which, such
shares shall be redeemable;
(5) The preference of the shares of such
series as to both dividends and assets in the event
of any voluntary or involuntary liquidation or
dissolution, or winding up or distribution of assets
of the Company;
(6) The obligation, if any, of the Company
to purchase, redeem or retire shares of such series,
and/or maintain a fund for such purposes and the
amount or amounts to be payable from time to time for
such purposes or into such fund, the number of shares
to be purchased, redeemed or retired, and the other
terms and conditions of any such obligation;
(7) The voting rights, if any, full, special
or limited, to be given the shares of such series,
including without limiting the generality of the
foregoing, the right, if any, as a series or in
conjunction with other series or classes, to elect
one or more members of the Board of Directors either
generally or at certain specified times, or under
certain circumstances and restrictions, if any, on
particular corporate acts without a specified vote or
consent of holders of such shares (such as, among
others, restrictions on modifying the terms of such
series of Preferred Stock, authorizing or issuing
additional shares of Preferred Stock, or creating any
class of stock ranking prior to or on a parity with
the Preferred Stock as to dividends or assets); and
(8) Any other preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions thereof.
(b) Authority is hereby expressly granted to and
vested in the Board of Directors at any time, or from
time to time, to issue the Preferred Stock as
Preferred Stock of any series, and in connection with
the creation of each such series, so far as not
inconsistent with the provisions of this Article V
applicable to all series of Preferred Stock, to fix,
prior to the issuance thereof, by resolution or
resolutions providing for the issue of shares
thereof, the authorized number of shares of such
series, which number may be increased, unless
otherwise provided by the Board of Directors in
creating such series, or decreased, but not below the
number of shares thereof then outstanding, from time
to time by like action of the Board of Directors, the
voting powers of such series and the designations,
rights, preferences, and relative, participating,
option or other special rights, and the
qualifications, limitations or restrictions thereof,
of such series.
II. Provisions Applicable to Common Stock
1. Dividends. Subject to the provisions of law and the rights
of the Preferred Stock, and any other class or series of stock
having a preference as to dividends over the Common Stock then
outstanding, the holders of Common Stock shall be entitle to
receive dividends at such times and in such amounts as the
Board of Directors shall determine.
2. Liquidation Rights. In the event of any voluntary or
involuntary dissolution, liquidation or winding up of the
Company, the holders of Common Stock, after payment in full
to the holders of Preferred Stock, or after provision for
such payment shall have been made, all in accordance with
the terms governing such Preferred Stock, shall be entitled
to payment and distribution of the assets of the Company
ratably in accordance with the number of shares held by them
respectively.
III. General Provisions
1. Voting Rights. Except as may be provided pursuant to
paragraph 1 of section A. of this Article V, the holders of
outstanding stock, regardless of class, shall be entitled to
one vote for each share held on each matter submitted to a
vote at a meeting of stockholders.
2. Preemptive Rights. No holder of any of the shares of any
class or series of stock or of options, warrants or other
rights to purchase shares of any class or series of stock, or
of other securities of the Corporation shall have any
preemptive right to purchase or subscribe for any unissued
stock of any class or series, or any additional shares of any
class or series to be issued by reason of any increase in the
authorized Capital Stock of the corporation of any class or
series, or bonds, certificates of indebtedness, debentures or
other securities convertible into or exchangeable for stock of
the Corporation of any class or series, or carrying any right
to purchase stock of any class or series, but any such
unissued stock, additional authorized issue of shares of any
class or series of stock, or securities convertible into or
exchangeable for stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of
the Shareholders to such persons, firms, corporations or
associations, whether such holders or others, and upon such
terms as may be deemed advisable by the Shareholders in the
exercise of their sole discretion.
3. The relative powers, preferences and rights of each series
of Preferred Stock in relation to the powers, preferences and
rights of each other series of Preferred Stock shall, in each
case, be as fixed from time to time by the Board of Directors
in the resolution or resolutions adopted pursuant to authority
granted in subparagraph (b) of paragraph 1, section A. of this
Article V, and the consent, by class or series vote or
otherwise, of the holders of such of the series of Preferred
Stock as are from time to time outstanding shall not be
required for the issuance by the Board of Directors of any
other series of Preferred Stock whether or not the powers,
preferences and rights of such other series shall be fixed by
the Board of Directors as senior to, or on a parity with, the
powers, preferences and rights of such outstanding series, or
any of them; provided, however, that the Board of Directors
may provide in the resolution or resolutions as to any series
of Preferred Stock adopted pursuant to subparagraph (b) of
section A of this Article V that the consent of the holders of
a majority (or such greater proportion as shall be therein
fixed) of the outstanding shares of such series voting thereon
shall be required for the issuance of any or all other series
of Preferred Stock.
4. Subject to the provisions of paragraph 3 of this section C,
shares of any series of Preferred Stock may be issued from
time to time as the Board of Directors of the Corporation
shall determine, and on such terms and for such consideration
as shall be fixed by the Board of Directors.
5. Shares of Common Stock may be issued from time to time as
the Board of Directors of the Corporation shall determine, and
on such terms and for such consideration as shall be fixed by
the Board of Directors.
6. The authorized amount of shares of Common Stock and of
Preferred Stock may, without a class or series vote, be
increased or decreased from time to time by the affirmative
vote of the holders of a majority of the stock of the
Corporation entitled to vote thereon.
ARTICLE VI
The number of Directors to constitute the present Board of Directors of the
Corporation is fifteen. Hereafter, the number of Directors of the Corporation
shall be fixed by, or in the manner provided in, and elected in the manner
provided in, the Bylaws of the Corporation, the applicable provisions of which
shall be consistent with those provisions of The General and Business
Corporation Law of Missouri relating to election of Directors, and not
prohibited by applicable insurance law. Vacancies in the Board of Directors may
be filled by vote of a majority of Directors at any annual or special meeting.
Directors need not be shareholders unless the Bylaws of the Corporation require
them to be shareholders.
ARTICLE VII
1. Except as may be otherwise specifically provided by statute or the Articles
of Incorporation or Bylaws of the Corporation, as from time to time amended, all
powers of management, direction and control of the Corporation shall be, and
hereby are, vested in the Board of Directors, and shall be exercised by them and
by such officers and agents as they may from time to time appoint and empower.
The Board shall have the power to make such bylaws, rules and regulations for
the transaction of the business of the Corporation as are not inconsistent with
these Articles of Incorporation or the laws of the State of Missouri.
2. The Bylaws of the Corporation may from time to time be altered, amended,
suspended or repealed, or new bylaws may be adopted, either of the following
ways: (i) by the affirmative vote, at any annual or special meeting of the
shareholders, of the holders of a majority of the outstanding shares of stock of
the Corporation entitled to vote; or (ii) by resolution adopted by a majority of
the full Board of Directors; provided, however, that the power of the Directors
to alter, amend, suspend or repeal the Bylaws or any portion thereof may be
denied as to any bylaws or portion thereof enacted by the shareholders if at the
time of such enactment the shareholders shall so expressly provide.
ARTICLE VIII
The Corporation reserves the right at any annual or special meeting of the
shareholders to alter, amend or repeal any provision contained in its Articles
of Incorporation in the manner now or hereafter prescribed by the statutes of
Missouri, and all rights and powers conferred herein are granted, subject to
this reservation.