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EXHIBIT 1. (6)
AMENDED AND RESTATED CHARTER
OF
MONY LIFE INSURANCE COMPANY
UNDER SECTIONS 1206 AND 7312
OF THE NEW YORK INSURANCE LAW AND
SECTION 807
OF THE BUSINESS CORPORATION LAW
The undersigned, being Chairman and Chief Executive Officer and Senior
Vice President and Secretary, of MONY Life Insurance Company, do hereby
certify:
1. The name of the corporation is MONY Life Insurance Company (the
"Corporation"). The name under which the Corporation was formed is The Mutual
Life Insurance Company of New York.
2. The Charter of said Corporation was filed by the County Clerk's
Office of the City and County of New York on April 12, 1842, pursuant to Chapter
246 of the Laws of New York.
3. The Charter of the Corporation is hereby amended, as authorized
by Sections 1206 and 7312 of the Insurance Law of the State of New York ("the
Insurance Law") and Section 801 of the Business Corporation Law of the State of
New York, in connection with the reorganization of the Corporation from a mutual
life insurance company to a stock life insurance company pursuant to Section
7312 of the Insurance Law (a) to change the name of the Corporation from The
Mutual Life Insurance Company of New York to MONY Life Insurance Company, (b) to
establish the stated capital of the Corporation in the amount of $2,000,000 and
to authorize 2,000,000 Common Shares, par value $1.00 per share, as the shares
of the Corporation, (c) to change references in the Charter from "mutual" to
"stock," from "trustee" to "director" and from "policyholder" to "shareholder,"
(d) to revise the provisions relating to (i) the composition of the Board of
Directors and (ii) the time and place of the annual shareholders meeting and (e)
to add a provision limiting the personal liability of directors.
4. The text of the Charter, as amended by the filing of this Amended
and Restated Charter, is hereby amended and restated to read in full as follows:
ARTICLE I
The name of the Corporation shall be MONY Life Insurance Company.
ARTICLE II
The principal office of the Corporation shall be located in The City of
New York, County of New York, State of New York.
ARTICLE III
SECTION 1. The Corporation shall have power to do any and all kinds of business
specified in paragraphs (1), (2), and (3) of subsection (a) of Section 1113 of
the Insurance Law, as follows:
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(1) "Life Insurance," meaning 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
payment 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 upon (C)
certification by a licensed health care practitioner of any condition which
requires continuous care for the remainder of the insured's life in an
eligible facility or at home when the insured is chronically ill as defined
by Section 7702(B) of the Internal Revenue Code and regulations thereunder,
provided the accelerated payments qualify under Section 101(g)(3) of the
Internal Revenue Code and all other applicable sections of federal law in
order to maintain favorable tax treatment, 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 the Insurance Law;
(2) "Annuities," meaning 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 above. 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 the Insurance Law;
(3) "Accident and health insurance," meaning (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-cancellable 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;
and any amendments to such paragraphs or provisions in substitution therefor
which may be hereafter adopted, together with any other kind or kinds of
business to the extent necessarily or properly incidental to the kinds of
insurance business which the Corporation is so authorized to do.
SECTION 2. The Corporation shall also have the general rights, powers and
privileges of a corporation, as the same now or hereafter are declared by the
laws of the State of New York and any and all other rights, powers and
privileges now or hereafter granted by the Insurance Law or any other law or
laws of the State of New York to stock life insurance companies having power to
do the kinds of business hereinabove referred to.
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ARTICLE IV
The amount of the capital of the Corporation shall be $2,000,000 and
consist of 2,000,000 Common Shares, par value $1.00 per share.
ARTICLE V
SECTION 1. The corporate powers of the Corporation shall be exercised by a Board
of Directors and by such committees, officers, employees and agents as the Board
of Directors may authorize, elect or appoint.
SECTION 2. The Board of Directors shall consist of not less than thirteen
(except for vacancies temporarily unfilled) nor more than eighteen directors, as
may be determined from time to time by the Board of Directors. Not less than one
third of the 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.
SECTION 3. The Board of Directors shall have power to make from time to time
such by-laws, rules and regulations for the transaction of the business of the
Corporation and the conduct of its affairs, not inconsistent with this charter
or the laws of the State of New York, as may be deemed expedient, and to amend
or repeal such by-laws, rules and regulations. Such by-laws shall provide for
the election or appointment of executive officers annually by the Board of
Directors at its first meeting following the annual meeting of shareholders.
SECTION 4. No director shall be personally liable to the Corporation or its
shareholders for damages for any breach of duty in such capacity, except that
this provision shall not eliminate or limit the liability of any director if a
judgement or other final adjudication adverse to such director establishes that
such director's acts or omissions were in bad faith or involved intentional
misconduct, or that such director personally gained in fact a financial profit
or other advantage to which such director was not legally entitled, or were acts
or omissions which (a) he or she knew or reasonably should have known violated
the Insurance Law or (b) violated a specific standard of care imposed on
directors directly, and not by reference, by a provision of the Insurance Law
(or any regulations promulgated thereunder) or (c) constituted a knowing
violation of any other law.
ARTICLE VI
SECTION 1. The directors shall be elected at each annual meeting of the
shareholders of the Corporation in the manner prescribed by law. The annual
meeting of shareholders shall be held at such place, and at such time as may be
fixed by or under the By-laws. Effective upon the effectiveness of the
Corporation's reorganization pursuant to Section 7312 of the Insurance Law, the
Board of Directors shall no longer be divided into three classes.
SECTION 2. Vacancies in the Board of Directors, including vacancies resulting
from any increase in the authorized number of directors, may be filled by the
Board of Directors by a vote of the majority of those present at any meeting.
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SECTION 3. Each director shall be at least eighteen years of age, and a majority
of directors shall at all times be citizens and residents of the United States
and not less than three thereof shall be residents of the State of New York.
ARTICLE VII
The Corporation shall have perpetual existence.
5. The foregoing Amendment and Restatement of the Charter was
authorized by the affirmative vote of two-thirds of all votes cast on November
2, 1998, by policyholders entitled to vote on the plan of reorganization of the
Corporation pursuant to Section 7312 of the Insurance Law.
IN WITNESS WHEREOF, the undersigned have signed this Charter this 11th day
of November, 1998.
/s/ MICHAEL I. ROTH
-----------------------------------
(Signature)
Name: Michael I. Roth
Title: Chairman and Chief Executive Officer
/s/ THOMAS J. CONKLIN
-----------------------------------
(Signature)
Name: Thomas J. Conklin
Title: Senior Vice President and Secretary
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AMENDED AND RESTATED BY-LAWS OF
MONY LIFE INSURANCE COMPANY
as of November 11, 1998
BOARD OF DIRECTORS
I. An annual meeting of the shareholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held annually on the first
Monday in June at such place and at such time as the Board of Directors shall
each year fix.
II. If the office of any director becomes vacant, by reason of death,
resignation, disqualification, removal or other cause, or if a new directorship
is created through an increase in the number of directors who shall constitute
the whole Board, a majority (whether or not a quorum) of the directors remaining
in office may elect a new director for the unexpired term and until his or her
successor is elected and qualified or until his or her earlier resignation or
removal; provided, however, that no new director shall succeed to the vacant
directorship of an Outside Director (as hereinafter defined) unless such new
director is an Outside Director.
III. Regular meetings of the Board shall be held at such place or places, on
such date or dates, and at such time or times as shall have been established by
the Board and publicized among all directors. A notice of each regular meeting
shall not be required.
IV. Special meetings may be called by direction of the Chairman of the Board or
the President, and shall be called whenever three directors shall request of
either of them in writing that it be done, but no business shall be taken up or
considered at a special meeting except that referred to in the notice of
meeting, unless with the consent of a majority of the members of the Board.
V. All meetings of the Board shall be called by giving personally or by
mailing or telegraphing to each director a notice at least two days in advance
of the day on which the meeting is to be held. Waiver of notice of any meeting
shall be in writing and may be given before or after a meeting. A director's
attendance at a meeting without protesting prior thereto or at its commencement
the lack of notice to him shall constitute waiver of such notice.
Any director may participate in a meeting of the Board or any committee
thereof by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear one another
at the same time, and such participation shall constitute presence in person at
such meeting. When time is of the essence, but not in lieu of a regular
scheduled meeting of the Board, any action required or permitted to be taken by
the Board or any committee thereof may be taken without a meeting if all members
of the Board or such committee, as the case may be, consent in writing to the
adoption of a resolution authorizing the action and such written consents and
resolution are filed with the minutes of the Board or such committee, as the
case may be.
VI. A majority of the members of the entire Board shall constitute a quorum for
the transaction of business, but a lesser number may adjourn from time to time
until a quorum is present. At least one director who is not an officer or
employee of the Corporation or any entity controlling, controlled by or under
common control with the Corporation and who is not a beneficial owner of a
controlling interest in the voting stock of the Corporation or any such entity
(hereinafter an "Outside Director") must be included in any quorum for the
transaction of business at any meeting of the Board.
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VII. The Chairman of the Board, or in his absence the President, or in his
absence an officer, who is also a director, designated by the Chairman or the
Board or the President, shall preside at meetings of the Board. If no such
officer has been so designated, the chairman of the meeting shall be elected by
the Board.
COMMITTEES
VIII. At any regular or special meeting called for the purpose, the Board, by
resolution adopted by a majority of the entire Board, may designate from among
its members committees, each of which, to the extent provided in the resolution
establishing such committee, shall have all the authority of the Board relating
to the portions of the business and affairs of the Corporation which are under
its control and supervision, except that no such committee shall have authority
as to the following matters:
1. The filling of vacancies in the Board or in any committee.
2. The fixing of compensation of the directors for serving on the
Board or any committee.
3. The amendment or repeal of the By-laws, or the adoption of
any By-laws, or
4. The amendment or repeal of any resolution of the Board which
by its terms shall not be so amendable or repealable.
All major committees shall consist of five or more directors. All other
committees shall consist of three or more directors. Not less than one-third of
the members of each committee shall be Outside Directors.
The Board may designate one or more directors as alternate members of any
such Committee, who may replace any absent member or members at any meeting of
such Committee; provided, however, that no Outside Director who is absent at any
such meeting shall be replaced at such meeting except by another Outside
Director.
Each such Committee shall serve at the pleasure of the Board, subject to
the requirements of Section 1202(b) of the New York Insurance Law.
IX. Except as the Board shall otherwise direct, and except as provided in the
immediately following paragraph, the Chairman of the Board, or in his absence
the President, shall preside at the meetings of all committees. In the absence
of the Chairman of the Board and the President, an officer who is also a
director, designated by the Chairman of the Board or the President, shall
preside. If no such officer has been so designated, the members of such
committee may choose their own chairman.
The Board shall establish one or more committees comprised solely of
Outside Directors. Such committees shall have responsibility for recommending
the selection of independent certified public accountants, reviewing the
Corporation's financial condition, the scope and results of the independent
audit and any internal audit, nominating candidates for director for election by
shareholders, evaluating the performance of officers deemed to be principal
officers of the Corporation, recommending to the Board the selection and
compensation of such principal officers and recommending to the Board any plan
to issue options to the officers and employees for the purchase of shares of
stock, pursuant to
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Section 1207 of the Insurance Law of the State of New York. The Board shall
designate the respective chairmen of such committees.
A majority of the members of a committee shall constitute a quorum for
the transaction of business. No committee shall sit in the absence of a quorum
and a majority of the number of members counted for a quorum at any meeting of a
committee shall not also be officers of the Corporation. At least one Outside
Director must be included in any quorum for the transaction of business at any
meeting of any committee.
X. All meetings of committees shall be held on notice given personally or by
mail or telegraph to each member thereof. Waiver of notice of any meeting shall
be in writing and may be given before or after a meeting. A director's
attendance at a meeting without protesting prior thereto or at its commencement
the lack of notice to him shall constitute waiver of such notice.
XI. Minutes of the meetings of each committee shall be kept in books provided
for the purpose and signed by the chairman of the meeting or by the secretary
of the meeting. Every report of a committee not entered in the minutes shall
be in writing and signed by the members of the committee assenting thereto.
The minutes of committee meetings and reports of a committee not entered in
the minutes, or duly certified copies thereof, shall be submitted to the next
regular meeting of the Board.
Where time does not permit the preparation of minutes or reports of a
committee before any regular meeting of the Board, a report may be made to such
meeting regarding the action taken and the minutes or report of the committee
shall be submitted to the following regular meeting of the Board.
OFFICERS
XII. At the monthly meeting of the Board following the annual meeting of
shareholders, the Board shall appoint a Chairman of the Board, a President and
Secretary, and may appoint a Vice Chairman of the Board, and such other officers
as the Board shall determine, each of whom shall hold office at the pleasure of
the Board. Any one person may hold any two or more such offices, except that no
person may hold the office of both President and Secretary. The Chairman of the
Board or the President shall be the Chief Executive Officer of the Corporation
as the Board from time to time shall determine.
The Board may, at any meeting, appoint such officers whose appointment is
not otherwise provided for, or as may be deemed necessary and may define their
duties.
XIII. All officers appointed by the Board are subject to removal by a majority
vote of the directors present at a meeting of the Board.
CONTRACTS
XIV. The Chairman of the Board, the President or any other officer appointed by
the Board is hereby empowered to execute, either without the corporate seal or
under the corporate seal properly attested by the Secretary, or an Assistant
Secretary, or the Treasurer, or an Associate Treasurer, or an Assistant
Treasurer, contracts of, or other instruments requiring execution by the
Corporation.
The Board, or any committee thereof, may authorize the execution of such
contracts or other instruments under the corporate seal by other officers or
employees, and may authorize the execution of
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such contracts or other instruments not under the corporate seal by other
officers or employees or agents. Such authorizations may be general or limited
to specific instances.
If any officer whose facsimile signature has been placed upon any
instrument shall have ceased to be such officer before such instrument is issued
by the Corporation, it may be issued with the same effect as if he had been such
officer at the time of its issue.
INDEMNIFICATION
XV. Each person (and the heirs, executors and administrators of such person)
made or threatened to be made a party to any action, civil or criminal, by
reason of being or having been a director, officer or employee of the
Corporation (or by reason of serving any other organization at the request of
the Corporation) shall be indemnified to the extent permitted by the law of the
State of New York and in the manner prescribed therein. To this end, and as
authorized by Section 722 of the Business Corporation Law of the State of New
York, the Board may adopt all resolutions, authorize all agreements and take all
actions with respect to the indemnification of directors and officers, and the
advance payment of their expenses in connection therewith.
AMENDMENT
XVI. These By-laws may be amended at any meeting of the Board, by a vote of a
majority of the directors present; provided notice of the nature of the
proposed amendments shall be given at a meeting preceding their adoption.