Exhibit 3.1
AMENDED AND RESTATED
CHARTER
OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
The Prudential Insurance Company of America was created as a
stock life insurance corporation by Chapter 521 of the Private Laws of the year
1873 of the State of New Jersey, the charter of which thereby granted was
amended by Chapter 40 of the Private Laws of the year 1875 and from time to time
further amended by action of directors and stockholders as authorized by the
general laws of the State of New Jersey, which corporation became a mutual life
insurance corporation by virtue of the provisions of Article Eight of Chapter
Thirty-four of Title 17 of the Revised Statutes and did adopt, pursuant to the
provisions of Chapter 14 of the Laws of New Jersey of the year 1943, an amended
charter, and does hereby adopt, pursuant to the provisions of Subtitle 3 of
Title 17B and Chapter 9 of Title 14A of the New Jersey Statutes, in connection
with the reorganization of the corporation from a mutual life insurance
corporation to a stock life insurance corporation pursuant to Chapter 17C of
Title 17 of the New Jersey Statutes, this Amended and Restated Charter setting
forth fully and completely all of the terms and conditions of the Charter under
which the corporation shall hereafter transact business.
FIRST: The name of the corporation shall continue to be The Prudential
Insurance Company of America (hereinafter the "corporation").
SECOND: The address of the principal and registered office of the
corporation in the State of New Jersey is 751 Broad Street, in the City of
Newark, County of Essex, 07102. The registered agent of the corporation at that
address is Susan L. Blount.
THIRD: The business of the corporation shall be that of a stock life
insurance corporation, with all of the rights, privileges and powers conferred
upon such corporation by the general laws of New Jersey, and such as may from
time to time be conferred by law upon such corporations. The kinds of insurance,
reinsurance and annuities to be written by the corporation may include "Life
insurance" as defined in Section 17B:17-3 of Subtitle 3 of Title 17B of the New
Jersey Statutes, "Health insurance" as defined in Section 17B:17-4 of said
Subtitle 3, "Annuity" as defined in Section 17B:17-5 of said Subtitle 3, "Legal
services insurance" as defined in and
authorized by Section 17:46C-1, et. seq. of Title 17 of the New Jersey Statutes,
"Reinsurance" as defined in and authorized by Sections 17B:18-62 and 17B:18-63
of said Subtitle 3, "Extended reinsurance" as defined in and authorized by
Section 17B:18-65 of said Subtitle 3, and such other insurance and reinsurance
as may be permitted under the laws of the State of New Jersey to be written by
an insurer authorized to do the kinds of business described in Sections
17B:17-3, 17B:17-4 and 17B:17-5 of said Subtitle 3. Independently of any
insurance or annuity contract, the corporation may provide services of the kinds
authorized for a domestic life insurance corporation by Section 17B:18-43 of
said Subtitle 3, subject to provisions of said Section, and such as may from
time to time be authorized for a domestic life insurance corporation by the laws
of New Jersey.
FOURTH: The corporation shall be a stock insurer.
FIFTH: The corporation is authorized to issue 500,000 shares of Common
Stock, each having a par value of five dollars ($5.00), all of which shall be
outstanding.
SIXTH: The duration of the corporation's life shall be unlimited.
SEVENTH: The following provisions are inserted for the management of
the business and the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and shareholders:
(a) The business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors.
(b) The number of directors of the corporation shall be as
from time to time fixed by, or in the manner provided in, the By-Laws
of the corporation.
(c) The election of directors need not be by written ballot
unless the By-Laws so provide. At each annual meeting of the
shareholders of the corporation, directors shall be elected to hold
office for a term expiring at the next annual meeting of shareholders
and until their successors shall have been elected and qualified.
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(d) Newly created directorships resulting from any increase in
the number of directors and any vacancies on the Board of Directors,
however resulting, may be filled by the affirmative vote of a majority
of the remaining directors then in office, even though less than a
quorum of the Board of Directors, or by a sole remaining director.
(e) One or more or all of the directors may be removed for
cause or without cause by the affirmative vote of the majority of the
votes cast by the holders of shares entitled to vote for the election
of directors.
(f) No director shall be personally liable to the corporation
or any of its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii)
for acts or omissions not in good faith or which involve a knowing
violation of law, or (iii) for any transaction from which the director
derived or received an improper personal benefit. Any repeal or
modification of this Article SEVENTH by the shareholders of the
corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification with respect to acts or omissions occurring prior to such
repeal or modification.
(g) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the corporation, subject, nevertheless,
to the provisions of the New Jersey Business Corporation Act (BCA), the
New Jersey Life and Health Insurance Code, this Charter, and any
By-Laws adopted by the shareholders; PROVIDED, HOWEVER, that no By-Laws
hereafter adopted by the shareholders shall invalidate any prior act of
the directors which would have been valid if such By-Laws had not been
adopted.
EIGHTH: (a) Meetings of shareholders may be held within or
without the State of New Jersey, as the By-Laws may provide. The books of the
corporation may be kept within or outside the State of New Jersey (subject to
the provisions of the BCA and the Life and Health Insurance Code).
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(b) Subject to the provisions of the BCA, any action required
or permitted to be taken at a meeting of shareholders may be effected by a
consent in writing adopted by all such holders.
NINTH: The holders of at least a majority of the shares
entitled to cast votes at a meeting shall constitute a quorum at all meetings of
the shareholders for the transaction of business.
TENTH: The Board of Directors of the corporation shall have
the power to make, alter, amend and repeal the By-Laws (except so far as the
By-Laws adopted by the shareholders shall otherwise provide). Any By-Laws made
by the directors under the powers conferred hereby may be altered, amended or
repealed by the directors or by the shareholders.
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