EXHIBIT 3.1
COPY OF THE CHARTER
OF
THE TRAVELERS INSURANCE COMPANY
Hartford, Connecticut
AS EFFECTIVE
OCTOBER 19, 1994
CHARTER
OF
THE TRAVELERS INSURANCE COMPANY
SECTION 1 . James G. Batterson, John L. Bunce, Gustavus F. Davis, George
Sexton, William L. Collins, Elijah H. Owen, James L. Howard, Charles F. Howard,
Alfred E. Burr, Henry Keeney, William H. D. Callender, George S. Gilman, and all
others who may become associated with them as shareholders, as is hereinafter
provided, their successors and assigns forever be and they hereby are created
and made a body corporate and politic by the name of The Travelers Insurance
Company and under that name shall have all the powers specially granted to it by
law and, in addition, ail powers granted by the general statutes as now enacted
or hereafter amended, to corporations formed under the Connecticut Stock
Corporation Act.
SECTION 2 . The business, purposes and powers of said corporation,
including all those set forth in special acts of the Connecticut General
Assembly pertaining to it, shall be:
(A) Insuring persons against the accidental loss of life, or personal
injury, sustained while traveling by railways, steamboats or other modes of
conveyance;
(B) To insure persons against and to make all and every insurance
connected with accidental loss of life or personal injury sustained by
accident of every description;
(C) To insure persons against loss of life or personal injury
resulting from any cause;
(D) To confer endowments, grant and purchase annuities upon such
conditions and for such periods of time as may be determined by said
corporation;
(E) To issue policies, stipulated to be with or without participation
in profits, and all dividends allocated to such participating policies,
which shall not be claimed and called for within two years after the same
shall have been declared, shall be forfeited to said company;
(F) To reinsure any and all risks taken under its charter;
(G) To insure persons and corporations against loss on account of
liability to others for personal injuries, fatal or otherwise, or injury to
property connected with personal injuries, resulting from accidental
causes; and
(H) To make all investments which insurance companies are now or
hereafter may be authorized to make under the laws of this state.
SECTION 3 . The capital with which the corporation shall commence business
shall be an amount not less than one hundred thousand dollars. The authorized
capital stock of the corporation shall be 40,000,000 shares of common capital
stock of the par value of $2.50 per share. Said corporation may from time to
time increase its capital stock to an amount not exceeding one hundred fifty
million dollars by the issue of additional shares of stock with the par value
then authorized, and is authorized from time to time to change the par value and
number of shares of its issued and outstanding capital stock, provided the par
value shall be not less than Two Dollars Fifty Cents ($2.50) for each share and
the aggregate par value be not altered by such change.
SECTION 4 . The business, property and affairs of the corporation shall be
managed by the chief executive officer and his delegated officers under the
direction of the Board of Directors. The Board of Directors shall be charged
with the following responsibilities and duties: selection, surveillance and
removal of the chief executive officer and, subject to the provisions of any
applicable by-laws, other corporate officers; provision of periodic statements
to the shareholders concerning the operation and financial status of the
corporation; amendment of the charter and by-laws; authorization or approval of
major acquisitions and dispositions of assets; authorization or approval of
mergers, consolidations and reorganizations; the taking of action with respect
to the issuance, acquisition, retirement or cancellation, redemption or
determination of terms, limitations and relative rights and preferences of the
corporation's capital stock or any class thereof; the incurrence of major
corporate indebtedness; declaration of dividends with respect to outstanding
shares of the corporation's capital stock; action with respect to the
dissolution of the corporation; and such other responsibilities and duties as
may be required by law.
SECTION 5 . The personal liability to the corporation or its shareholders
of a person who is or was a director of the corporation for monetary damages
for breach of duty as a director shall be limited to the amount of the
compensation received by the director for serving the corporation during the
year of the
violation if such breach did not (a) involve a knowing and culpable violation of
law by the director, (b) enable the director or an associate, as defined in
subdivision (3) of Section 33-374d of the Connecticut Stock Corporation Act as
in effect on the effective date hereof or as it may be amended from time to
time, to receive an improper personal economic gain, (c) show a lack of good
faith and a conscious disregard for the duty of the director to the corporation
under circumstances in which the director was aware that his conduct or omission
created an unjustifiable risk of serious injury to the corporation, (d)
constitute a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the corporation, or (e) create liability
under Section 33-321 of the Connecticut Stock Corporation Act as in effect on
the effective date hereof or as it may be amended from time to time. This
Section 5 shall not limit or preclude the liability of a person who is or was a
director for any act or omission occurring prior to the effective date hereof on
the date of filing of a Certificate of Amendment amending the Charter of the
corporation with the Secretary of the State of the State of Connecticut. The
personal liability of a person who is or was a director to the corporation or
its shareholders for breach of duty as a director shall further be limited to
the full extent allowed by the Connecticut Stock Corporation Act as it may be
amended from time to time. Any lawful repeal or modification of this Section 5
or the adoption of any provision inconsistent herewith by the Board of Directors
and the shareholders of the corporation shall not, with respect to a person who
is or was a director, adversely affect any limitation of liability, right or
protection existing at or prior to the effective date of such repeal,
modification or adoption of a provision inconsistent herewith.