EXHIBIT 3.1
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) Date Received
AUG 26 1985
FILED
AUG 26 1985
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
CORPORATION IDENTIFICATION NUMBER 349-599
ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read instructions and Paperwork Reduction act notice on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executives the following Articles:
ARTICLE I
The name of the corporation is: Star Holding Company
ARTICLE II
The purpose or purposes for which the corporation is organized is to engage in
any activity within the purposes for which corporations may be organized under
the Business Corporation Act of Michigan.
ARTICLE III
The total authorized capital stock is:
1. Common Shares 5,000,000 Par Value Per Share $ 0.01
------------ ------
Preferred Shares N/A Par Value Per Share $
------------ ------
and/or shares without par value as follows:
2. Common Shares N/A Stated Par Value Per Share $
------------ ------
Preferred Shares N/A Stated Par Value Per Share $
------------ ------
3. A statement of all or any of the relative rights, preferences and
limitation of the shares of each class is as follows:
None
SEAL APPEARS ONLY ON ORIGINAL
ARTICLE IV
1. The address of the registered office is:
24370 Northwestern Highway Southfield, Michigan 48075
-------------------------------------------------- ---------
(Street Address) (City) (Zip Code)
2. The mailing address of the registered office if different than above:
, Michigan
-------------------------------------------------- ---------
(P.O. Box) (City) (Zip Code)
3. The name of the resident agent at the registered office is: Merton J. Segal
ARTICLE V
The name and address of the incorporator is as follows:
Name Residence or Business Address
Jeanette M. Sermo 2290 First National Building, Detroit, Michigan 48226
ARTICLE VI
Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so taken,
is signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.
SEAL APPEARS ONLY ON ORIGINAL
Use space below for additional Articles or for continuation of pervious
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.
I, the incorporator sign my name this 23rd day of August, 1985.
/s/ Jeanette M. Sermo
Jeanette M. Sermo
SEAL APPEARS ONLY ON ORIGINAL
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY) Date Received
FILED JAN 20 1988
-------------
FEB 25 1988 FEB 25 1988
-------------
Administrator
MICHIGAN DEPARTMENT OF COMMERCE -------------
Corporation & Securities Bureau
- --------------------------------------------------------------------------------
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read instructions and Paperwork Reduction Act notice on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned corporation executes the following Certificate:
- --------------------------------------------------------------------------------
1. The present name of the corporation is: Star Holding Company
2. The corporation identification number (CID) assigned by the Bureau is:
349-599
3. The location of its registered office is:
24370 Northwestern Highway, Southfield, , Michigan 48075
------------------------------------------------- ----------
(Street Address) (City) (ZIP Code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. Article III of the Articles of Incorporation is hereby amended to read as
follows:
The Articles of Incorporation are hereby amended to authorize
5,000,000 shares of Class A Common Stock (par value $.01); Such shares
shall be subject tot he following terms and conditions:
(a) Each such shares shall have a full equity right as that of other shares
of Common Stock;
(b) Each share of Class A Common shall have 1/3 vote;
(c) Each share may be redeemed at the request of the shareholder if, after
three years from the date of issuance Star Holding has not commenced a
public offering of all classes of its common stock. Such right of
redemption must be exercised within six months of the end of the third
year by giving written notice to the Company at its registered office.
The Company may elect to repurchase the shares at book value,
determined as of the last audited financial statement. The Company may
pay for the shares in five equal annual installments, plus interest on
the unpaid balance at the six month U.S. Treasury Bill rate applicable
on January 1, of each year. Such right to redeem is contingent on any
applicable insurance department regulation, requirement or prohibition
and must not unduly impair the Company's capital and surplus. This
"put" right is inherent in this class of stock as per MCLA 450 1363.
- --------------------------------------------------------------------------------
GOLD SEAL APPEARS ONLY ON ORIGINAL
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS OR TRUSTEES; OTHERWISE. COMPLETE SECTION (b)
a. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the __________ day of _______________, 19______, in
accordance with the provisions of the Act by the unanimous consent
of the incorporator(s) before the first meeting of the board of
directors or trustees.
Signed this _____ day of __________________________________, 19______
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
(Signatures of all incorporators; type or print name under each signature)
---
b. /x/ The foregoing amendment to the Articles of Incorporation was duly
adopted on the 28th day of, October, 1987. The amendment: (check one
of the following)
/x/ was duly adopted in accordance with Section 611(2) of the Act by
the vote of the shareholders if a nonprofit corporation, or by
the vote of the shareholders or members if a nonprofit
corporation, or by the vote of the directors if a nonprofit
corporation organized on a nonstock directorship basis. The
necessary votes were cast in favor of the amendment.
/ / was duly adopted by the written consent of all the directors
---
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.
/ / was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes
required by statute in accordance with Section 407(1) and (2) of
the Act. Written notice to shareholders or members who have not
consented in writing has been given. (Note: Written consent by
less than all of the shareholders or members is permitted only
---
if such provision appears in the Articles of Incorporation.)
/ / was duly adopted by the written consent of all the shareholders
or members entitled to vote in accordance with Section 407(3)
of the Act.
Signed this 28th day of October, 1987
By Robert S. Cubbin
----------------------------------------------
(Signature)
Robert S. Cubbin, Vice President - General Counsel
--------------------------------------------------
(Type or Print Name) (Type or Print Title)
GOLD SEAL APPEARS ONLY ON ORIGINAL
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS Name of person or organization
INDICATED IN THE BOX BELOW. Include name, street and number remitting fees:
(or P.O. box), city, state and ZIP code.
Star Holding Company
-------------------------------
Robert S. Cubbin
-------------------------------
Robert S. Cubbin Preparer's name and business
Vice President, General Counsel telephone number:
Star Holding Company
24370 Northwestern Hwy. Robert S. Cubbin
Southfield, MI 48075 -------------------------------
(313) 358-1100
-------------------------------
INFORMATION AND INSTRUCTIONS
1. This form is issued under the authority of Act 284, P.A. of 1972, as amended, and Act 162, P.A.
of 1982, as amended. The amendment cannot be filed until this form, or a comparable document,
is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the
records of the Corporation and Securities Bureau. The original copy will be returned to the address
appearing in the box above as evidence of filing.
Since this document must be microfilmed, it is important that the filing be legible. Documents with
poor black and white contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of
amending the articles of incorporation of a domestic profit or nonprofit corporation. Do not use this
form for restated articles. A nonprofit corporation is one incorporated to carry out any lawful purpose
or purposes not involving pecuniary profit or gain for its directors, officers, shareholders, or members.
A nonprofit corporation organized on a nonstock directorship basis, as authorized by Section 302 of the
Act, may or may not have members, but if its has members, the members are not entitled to vote.
4. Item 2 -- Enter the identification number previously assigned by the Bureau. If this number is unknown,
leave it blank.
5. Item 4 -- The article being amended must be set forth in its entirety. However, if the article being
amended is divided into separately identifiable sections, only the sections being amended need to be
included.
6. This document is effective on the date approved and filed by the Bureau. A later effective date, no more
than 90 days after the date of delivery, may be stated.
7. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be
completed and signed in ink by all of the incorporators listed in Article V of the Articles of
Incorporation. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by
the president, vice president, chairperson, or vice-chairperson of the corporation.
8. FEES: Filing fee (Make remittance payable to State of Michigan) ................................... $10.00
Franchise fee for profit corporations (payable only if authorized capital stock has increased) -- 1/2
mill (.0005) on each dollar of increase over highest previous authorized capital stock.
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, MI 48909
Telephone: (517) 334-6302
GOLD SEAL APPEARS ONLY ON ORIGINAL
C & S-2500 M-90) FOR BUREAU USE ONLY 911A#9697 0515 P-MAR $15.00
MICHIGAN DEPARTMENT
OF COMMERCE 911A#9697 0515 DRG&FI $5.00
---------------------------------------------------
1991 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
(Please read instructions before completing form)
This report shall be filed by all profit corporations no later than May
15, 1991 showing the corporate condition at the close of business on December
31 or upon the date of the close of the latest fiscal year next preceding the
time for filing. ONLY those corporations incorporated or admitted after
December 31, 1990 and before May 15, 1991 are exempt from filing. The report is
required in accordance with the provisions of Section 911, Act 284, Public Acts
of 1972. Penalties may be assessed under the Act for failure to file.
- --------------------------------------------------------------------------------
This Report Must | Report of Condition on | Corporation
be Filed before May 16, 1991 | December 31, 1990 or ___ | Number 349599
- --------------------------------------------------------------------------------
1. Corporate Name
- --------------------------------------------------------------------------------
STAR HOLDING COMPANY | 7
SOUTHFIELD MI | 8
48075 | 9
- --------------------------------------------------------------------------------
2. Resident Agent -- do not | 4. Federal Employer No. | 5. Term of Existence
alter preprinted information | |
in this Item or Item 3. | 38-2626206 | PERPETUAL
MERTON J. SEGAL | |
- --------------------------------------------------------------------------------
3. Registered Office Address | 6. Incorporation Date | 7. State of Incorporation
in Michigan -- No., Street, | 08/26/1985 | MI
City, Zip |--------------------------------------------------
| 8. Date of Admittance | 9. Act Under Which
| (Foreign Corp.) | Incorporated (if other
SOUTHFIELD 48075 | | than 1931, P.A. 327 or
| | 1972, P.A. 284)
| |
- --------------------------------------------------------------------------------
10. COMPLETE THIS SECTION ONLY IF THE RESIDENT AGENT IN ITEM 2 OR THE
REGISTERED OFFICE IN ITEM 3 HAS CHANGED.
- --------------------------------------------------------------------------------
a. The name of the successor resident agent is: FILED BY DEPARTMENT JUL 24 '91
b. The address of the registered office is changed to:
26600 Telegraph Rd. Southfield, Michigan 48034
----------------------------------------------- -------------------------
(Street Address) (City) (ZIP Code)
c. The mailing address of the registered office if different than 10b. is:
26600 Telegraph Rd. Southfield, Michigan 48034
----------------------------------------------- -------------------------
(Address) (City) (ZIP Code)
ADD $5.00 TO THE $15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED
- --------------------------------------------------------------------------------
11. Corporate Stock Report - Total Authorized Shares (not merely outstanding).
- --------------------------------------------------------------------------------
Amount Amount
Type of Stock No. of Shares Authorized Subscribed Paid-in
COMMON 5,000,000.000 $ $6859352.-
- --------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------
12. The corporation states that the address of its registered office and the
address of the business office of its resident agent are identical. Any
changes were authorized by resolution duly adopted by its board of
directors, except when filed by the resident agent to change the address of
the registered office.
Signed this 8 day of May, 19 91 .
/s/ Charles Reynolds --- ----- ----
Executive Vice President
By /s/ Celeska B. Fredianelli
----------------------------------------------
COMPLETE (SIGNATURE OF AUTHORIZED OFFICER OR AGENT)*
BOTH SIDES
/s/ Celeska Fredianelli Controller MAY 15 1991
-------------------------------------------------
(Type or Print Name and Title)
*If Item 10 is completed, this report must be
signed by the president, vice-president,
chairperson, vice-chairperson, secretary or
assistant secretary of the corporation. If only
the registered office address is changed, it may
be signed by the resident agent.
GOLD SEAL APPEARS ONLY ON ORIGINAL
13. The following is a statement of assets and liabilities as shown by the books
of the corporation on December 31, 1990 or _________________________ (close
of fiscal year next preceding May 15, 1991) listed separately as to property
within and without Michigan. The balance sheet of a Michigan corporation
must be the same balance sheet as furnished to shareholders.
<Table>
<Caption>
WITHIN WITHOUT
ASSETS TOTAL MICHIGAN MICHIGAN LIABILITIES AND EQUITY
Cash 2278004 Notes and Accounts Payable, Trade 1744463
Notes and Accounts Receivable 1137872 Notes and Accounts Payable, Other 9765474
Inventories Accrued Expenses
Prepaid Expenses Long Term Indebtedness
Non-current Notes and
Accounts Receivable Reserves and Contingent Liabilities
Land Deferred Income Tax
Depreciable Assets
Machinery and Equipment
Furniture and Fixtures
Buildings Stockholders Equity
Other Common Stock 3328153
Preferred Stock
Less Depreciation
Net Depreciable Assets Additional Paid-In Capital 6859352
Investments Retained Earnings (deficit) 2630581
Investments in Subsidiaries Other
Other Investments 5155495 Total Stockholders Equity
Other Assets 15756652
TOTAL ASSETS 24328023 TOTAL LIABILITIES & EQUITY 24328023
</Table>
14. Corporate Officers and Directors
<Table>
<Caption>
OFFICE NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
President Morton J. Segal, 26600 Telegraph Rd., Southfield, MI 48034
If Different than President
Secretary Cheryl L. Reno Same
Treasurer Lee F. Kelly Same
Vice-President Charles M. Reynolds Same Also
on Separate
If Different than Officers List
VP & Gen. Council Robert S. Cubbin Same
Asst. Secretary Mary Jo Renaud Same
Asst. Treasurer Cynthia G. Murdock Same
Director
</Table>
15. Principal business office, and, if different, principal place of business in
Michigan:
16. Nature and type of business in which corporation is engaged: Insurance
Holding Company
17. a. Name of parent corporation: N/A
b. List any subsidiary corporations: Star Insurance Company
After filing, this report is open to reasonable inspection by the public
pursuant to Section 915 of the Act, Public Acts of 1972, as amended.
<Table>
Filing Fee $15.00 (without change of agent or RETURN TO:
registered office) DEPARTMENT OF COMMERCE
Filing Fee $20.00 (with change of agent or CORPORATION AND SECURITIES BUREAU
registered office in Item 10) CORPORATION DIVISION
6546 MERCANTILE WAY
MAKE REMITTANCE PAYABLE TO: "STATE OF MICHIGAN" P.O. BOX 30057
LANSING, MICHIGAN 48909
Include Corporation Name and CID Number on Check or Money Order
</Table>
GOLD SEAL APPEARS ONLY ON ORIGINAL
Star Holding Co. and Subsidiary
38-2626206
List of Officers and Directors
President Merton J. Segal
Secretary Cheryl L. Reno
Treasurer Lee F. Kelly
Executive
Vice President Charles M. Reynolds
Vice President
General Council Robert S. Cubbin
Assistant
Secretary Mary Jo Renaud
Assistant
Treasurer Cynthia G. Murdock
Director Merton J. Segal
Director Joseph S. Dresner
Director William E. Stirton Jr.
Director Joseph F. Slavik
Director Irvin F. Swider
Director Herbert Tyner
Director Hugh Greenberg
GOLD SEAL APPEARS ONLY ON ORIGINAL
095E#8361 1117 ORG&FI 5012.50
- --------------------------------------------------------------------------------
518 MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
NOV 16 1995
- --------------------------- FILED
NOV 17 1995
Name Jeanette M. Russow ADMINISTRATOR
Honigman Miller Schwartz and Cohn MICHIGAN DEPARTMENT OF COMMERCE
- -------------------------------------------- CORPORATION & SECURITIES BUREAU
Address
2290 First National Building
- --------------------------------------------
City State Zip Code
Detroit MI 48226 EFFECTIVE DATE: 2-25-1988
- --------------------------------------------------------------------------------
/\ Document will be returned to the name and address you enter above /\
CERTIFICATE OF CORRECTION
FOR USE BY CORPORATIONS AND LIMITED LIABILITY COMPANIES
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or
act 23, Public acts of 1993 (limited liability companies), the undersigned
corporation or limited liability company executes the following Certificate:
1. The name of the corporation or limited liability company is: Star Holding
Company
2. The identification number assigned by the Bureau is: 349-599
3. The corporation or limited liability company is formed under the laws of
the State of Michigan
4. That a Certificate of Amendment to the Articles of Incorporation was filed
by the Bureau on February 25, 1988 and that said document requires
correction.
5. Describe the inaccuracy or defect contained in the above named document:
The amendment as described is incomplete.
GOLD SEAL APPEARS ONLY ON ORIGINAL
6. The document is corrected as follows:
Article III of the Articles of Incorporation is hereby amended to read in
its entirety as follows:
The total authorized stock is: 10,000,000 Shares, $0.01 Par Value,
divided into:
Common Shares: 5,000,000
Class A Common Shares: 5,000,000
A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
Common Stock:
The holders of the Common Stock shall have 3 votes for each share on
each matter submitted to a vote of the shareholders of the
corporation.
Class A Common Stock:
(a) The holders of the Class A Common Stock shall have a full
equity right as that of other shares of Common Stock;
(b) The holders of Class A Common Stock shall have one (1) vote
for each share on each matter submitted to a vote of the
shareholders of the corporation;
(c) Each share of the Class A Common Stock may be redeemed at the
request of the shareholder if, after three years from the date
of issuance, Star Holding Company has not commenced a public
offering of all classes of its Common Stock. Such right of
redemption must be exercised within six months of the end of
the third year by giving written notice to the corporation
at its registered office. The corporation may elect to
repurchase the shares at book value, determined as of the
last audited financial statement. The corporation may pay
for the shares in five equal annual installments, plus
interest on the unpaid balance at the six month U.S. Treasury
Bill rate applicable on January 1 of each year. Such right to
redeem is contingent on any applicable insurance department
regulation, requirement or prohibition and must not duly impair
the corporation's capital and surplus. This "put" right is
inherent in this class of stock as per MCLA 450.1363.
Signed this 14th day of November, 1995
/s/ Warren D. Gardner
-----------------------------
Warren D. Gardner, President
GOLD SEAL APPEARS ONLY ON ORIGINAL
095E#9131 1121 ORG&FI $25.00
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received Adjusted per telephone 095E#8360 1117 ORG&FI $125.00
authorization from
NOV 20 1995 Jeannette Russow. FILED
- --------------------------------------- NOV 20 1995
Administrator
2 of 3 MICHIGAN DEPARTMENT OF COMMERCE
Corporation and Securities Bureau
Name Jeanette M. Russow
Honigman Miller Schwartz and Cohn
- ----------------------------------------------
Address
2290 First National Building
- ----------------------------------------------
City State Zip Code
Detroit MI 48226 EFFECTIVE DATE:
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF SHARE EXCHANGE
For use by Domestic Profit or Foreign Acquiring Profit Corporations
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), the undersigned corporations execute the following Certificate:
1. a. The name of each corporation whose shares will be acquired and its
corporation identification number is:
Star Holding Company 3 4 9 - 5 9 9
--------------------------------------------------------------------------
Meadowbrook, Inc. 0 9 9 - 2 1 9
--------------------------------------------------------------------------
b. The name of the surviving (new) corporation and its corporation
identification number is:
Star Holding Company 3 4 9 - 5 9 9
--------------------------------------------------------------------------
2. The manner and basis of exchanging the shares to be acquired as set forth
in the plan of exchange:
See Rider attached hereto.
3. (Complete for any foreign corporation only)
This share exchange is permitted by the laws of the state of _______________
the jurisdiction under which _______________________________________________
(name of foreign corporation)
is organized and the plan of share exchange was adopted and approved by such
corporation pursuant to and in accordance with the laws of that jurisdiction.
GOLD SEAL APPEARS ONLY ON ORIGINAL
4. (Complete only if an effective date is desired other than the date of
filing. This date must be no more than 90 days after receipt by the
administrator).
The share exchange shall be effective on the day of , 19 .
----- ---- --
4. (Complete applicable section for each constituent corporation)
a. The plan of share exchange has been adopted by the Board of Directors
of the following corporations in accordance with Section 702 of the
Act:
Star Holding Company
Meadowbrook, Inc.
b. The plan of share exchange was approved by the shareholders of the
following constituent corporations in accordance with Section 703a:
Star Holding Company
Meadowbrook, Inc.
6. The plan of share exchange will be furnished by the acquiring corporation,
on request and without cost, to any shareholder of any constituent
corporation.
Signed this 20th day of November, 1995.
STAR HOLDING COMPANY
----------------------------------------------
By Robert S. Cubbin VICE-PRESIDENT
-------------------------------------------
(Only signature of: President, Vice-President,
Chairperson or Vice-Chairperson)
Signed this 20th day of November, 1995.
MEADOWBROOK, INC.
----------------------------------------------
By Robert S. Cubbin vice-president
-------------------------------------------
(Only signature of: President, Vice-President,
Chairperson or Vice-Chairperson)
GOLD SEAL APPEARS ONLY ON ORIGINAL
RIDER
TO CERTIFICATE OF SHARE EXCHANGE
STAR HOLDING COMPANY
CID 349 - 599
-----------
2. The manner and basis of exchanging the shares to be acquired as set forth
in the plan of exchange:
The authorized capital stock of Meadowbrook, Inc. consists solely of
1,500,000 common shares, $0.01 stated value (the "Meadowbrook Shares"),
585,192 shares (including 78,186 fully vested Meadowbrook Stock Awards) of
which are issued and outstanding. All of the Meadowbrook Shares have
identical rights, benefits and attributes.
The authorized capital stock of Star Holding Company consists solely of
5,000,000 Common Shares, par value $0.01 per share (the "Star Shares"),
1,392,389 of which are issued and outstanding, and 5,000,000 shares of
Class A Common Stock, par value $0.01 per share, 124,668 shares of which
are issued and outstanding.
(a) On the effective date of the Share Exchange, the shareholders of
Meadowbrook, Inc. will exchange all of their Meadowbrook Shares for,
in the aggregate, 735,159 Star Shares on the following basis: each
Meadowbrook Share will be exchanged for 1.45 Star Shares.
(b) Each Meadowbrook Option will be cancelled and retired and cease to
exist and will be converted into an option under the 1995 Meadowbrook
Insurance Group, Inc. Stock Option Plan (each a "Star Option") to
purchase the number of Star Shares as calculated by Coopers & Lybrand,
L.L.P. and as set forth in the section entitled "The Recapitalization"
from the Prospectus dated November 21, 1995.
(c) Each Meadowbrook Stock Award which, as of the effective date of the
Share Exchange, is fully vested will be cancelled and retired and will
cease to exist. In exchange therefor, the holders of such Meadowbrook
Stock Awards will receive a cash payment from Star Holding Company
equal to the per share price to the public in the initial public
offering of Star Shares which is contemplated to occur on the
effective date of the Share Exchange.
Rider
Page 1 of 2 Pages
GOLD SEAL APPEARS ONLY ON ORIGINAL
(d) Each Meadowbrook Stock Award which, as of the effective date of the
Share Exchange, is not vested will be cancelled and retired, will
cease to exist and will be converted into a Star Option to purchase
the number of Star Shares as calculated by Coopers & Lybrand, L.L.P.
and as set forth in the section entitled "The Recapitalization" from
the Prospectus dated November 21, 1995.
(e) Notwithstanding the foregoing, no fractional Star Shares will be
granted with respect to any such Meadowbrook Option or Meadowbrook
Stock Award and any rights for fractional Star Shares shall be null
and void.
Rider
Page 2 of 2 Pages
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
FILING ENDORSEMENT
This is to Certify that the CERTIFICATE OF AMENDMENT - CORPORATION
for
MEADOWBROOK INSURANCE GROUP, INC.
ID NUMBER: 349599
received by facsimile transmission on September 21, 1999 is hereby endorsed
Filed on September 21, 1999 by the Administrator.
The document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.
In testimony whereof, I have hereunto set my hand
and affixed the Seal of the Department, in the
City of Lansing, this 21st day of September, 1999.
/s/ Julie Croll, Director
Corporation, Securities and Land Development Bureau
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
Name Jeanette M. Russow
Honigman Miller Schwartz and Cohn
Address
2290 First National Building
City State Zip Code
Detroit MI 48226 EFFECTIVE DATE: 11-20-95
/\ Document will be returned to the name and address you enter above /\
RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
1. The present name of the corporation is: Star Holding Company
2. The identification number assigned by the Bureau is: 349-599
3. All former names of the corporation are: None
4. The date of filing the original Articles of Incorporation was: August 26,
1985
The following Restated Articles of Incorporation supersede the Articles of
Incorporation as amended and shall be the Articles of Incorporation for the
corporation:
ARTICLE I
The name of the corporation is: Meadowbrook Insurance Group, Inc.
ARTICLE II
The purpose of purposes for which the corporation is formed are: To engage in
any activity within the purposes for which corporations may be formed under the
Michigan Business Corporation Act.
ARTICLE III
The total authorized shares:
Common shares 20,000,000 Preferred shares 1,000,000
A statement of all or any of the relative rights, preferences and limitations of
the shares of each class is as follows:
The holder of each outstanding common share shall have one vote per share
with respect to all matters submitted to a vote of shareholders.
The preferred shares shall be issued from time to time in one or more
series of such number of shares with such distinctive serial designations
and (a) may have such voting powers, full or limited, or may be without
voting powers; (b) may be subject to redemption at such time or times and
at such prices; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions,
and at such times and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or series of shares; (d)
may have such rights upon the dissolution of, or upon any distribution of
the assets of, the corporation; (e) may be made convertible into, or
exchangeable for, shares of any other class or classes or of any other
series of the same or any other class or classes or of any other series of
the same or any other class or classes of shares of the corporation, at
such price or prices or at such rates of exchange, and with such
adjustments; and (f) may have such other relative, participating, optional
or other special rights, qualifications, limitations or restrictions
thereof, all as shall hereafter be (*)" stated and expressed in the
resolution or resolutions providing for the issue of each such series of
preferred shares from time to time adopted by the board of directors
pursuant to authority so to do which is hereby expressly vested in the
board of directors.
The number of authorized shares of any class of shares of the corporation,
including without limitation, the common shares and the preferred shares,
may be increased or decreased by the affirmative vote of the holders of the
majority of the shares of the corporation entitled to vote, without regard
to class.
ARTICLE IV
1. The address of the current registered office is:
26600 Telegraph, Southfield, Michigan 48034
2. The mailing address of the current registered office if different than
above:
N/A
3. The name of the current resident agent is:
Merton J. Segal
ARTICLE V
Whenever a compromise or arrangement is proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
shareholders or any class of them, any court of equitable jurisdiction within
the State of Michigan may, on the application in a summary way of this
corporation or of any creditor or shareholder thereof, or on the application
or any receiver or receivers appointed for this corporation under the
provisions of Michigan law or on application of trustees in dissolution or of
any receiver or receivers appointed for this corporation under the provisions
of Michigan Law order a meeting of the creditors or class of creditors, and/or
of the shareholders or class of shareholders of this corporation, as the case
may be, to be summoned in such manner as the said court directs.
If a majority in number representing three-fourths in value of the creditors
or class of creditors, and/or of the shareholders or class of shareholders of
this corporation, as the case may be, agree to any compromise or arrangement,
the said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the application has been made, be binding on
all of the shareholders or class of shareholders, of this corporation, as the
case may be, and also on this corporation.
ARTICLE VI
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of the
director's fiduciary duty. However, this Article shall not eliminate or limit
the liability of a director for any of the following:
(1) A breach of the director's duty of loyalty to the corporation or
its shareholders.
(2) Acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law.
(3) A violation of Section 55 l(1) of the Michigan Business Corporation
Act.
(4) A transaction from which the director derived an improper personal
benefit.
(5) An act or omission occurring before the effective date of this
Article.
Any repeal or modification of this Article by the shareholders of the
corporation shall not adversely affect any right or protection of any director
of the corporation existing at the time of, or for or with respect to, any
acts or omissions occurring before such repeal or modification.
ARTICLE VII
The board of directors shall be divided into three classes as nearly equal in
number as possible, with the term of officer of one class expiring each year.
During the intervals between annual meetings of shareholders, any vacancy
occurring in the board of directors caused by resignation, death or other
incapacity and any newly created directorships resulting from an increase in
the number of directors shall be filled by a majority vote of the directors
then in office, whether or not a quorum. Each director chosen to fill a
vacancy shall hold office for the unexpired term in respect of which such
vacancy occurred. Each director chosen to fill a newly created directorship
shall hold office until the next election of the class for which such director
shall have been chosen. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be apportioned
among the classes as to make all classes as nearly equal in number as
possible.
Any director may be removed from office as a director at any time, with cause,
by the affirmative vote or consent of shareholders of record holding a
majority of shares of the corporation entitled to vote at an election of
directors, or without cause, by the affirmative vote or consent of
shareholders of record holding 80% of the outstanding shares of the
corporation entitled to vote in elections of directors.
The shareholders of the corporation shall not have the right to amend, modify
or repeal any or all provisions of this Article VII, unless so adopted by the
affirmative vote or consent of the holders of not less than 80% of the
outstanding shares entitled to vote in elections of directors.
These Restated Articles of Incorporation were duly adopted on the 22nd day of
August, 1995, in accordance with the provisions of Section 642 of the Act and
were duly adopted by the shareholders. The necessary number of shares as
required by statute were voted in favor of these Restated Articles.
Signed this 20th day of November, 1995
By: /s/ Robert S. Cubbin
-----------------------------------
Robert S. Cubbin, Vice President
Name of person or organization Preparer's name and business
remitting fees: telephone number:
Honigman Miller Schwartz and Cohn Jeanette M. Russow
(313) 256-7634
INFORMATION AND INSTRUCTIONS
1. The articles of incorporation cannot be restated until this form, or a
comparable document, is submitted.
2. Submit one original of this document. Upon filing, the document will be added
to the records of the Corporation and Securities Bureau. The original will be
returned to the address appearing in the box on the front as evidence of
filing.
Since this document will be maintained on optical disk media, it is important
that the filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This document is to be used pursuant to sections 641 through 643 of the Act
for the purpose of restating the articles of incorporation of a domestic
profit corporation. Restated articles of incorporation are an integration
into a single instrument of the current provisions of the corporation's
articles of incorporation, along with any desired amendments to those
articles.
4. Restated articles of incorporation which do not amend the articles of
incorporation may be adopted by the board of directors without a vote of the
shareholders. Restated articles of incorporation which amend the articles of
incorporation require adoption by the shareholders. Restated articles of
incorporation submitted before the first meeting of the board of directors
require adoption by all of the incorporators.
5. Item 2 - Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.
6. The duration of the corporation should be stated in the restated articles of
incorporation only if it is not perpetual.
7. This document is effective on the date endorsed "filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may be
stated as an additional article.
8. If the restated articles are adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of the
incorporators. Other restated articles must be signed by the president,
vice-president, chairperson or vice-chairperson.
9. FEES: Make remittance payable to the State of Michigan. Include corporation
name and identification number on check or money order.
NONREFUNDABLE FEE......................................................................................... $10.00
TOTAL MINIMUM FEE......................................................................................... $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES ARE:
each additional 20,000 authorized shares or portion thereof....................................... $30.00
maximum fee for first 10,000,000 authorized shares............................................... $5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares........ $30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares....................... $200,000.00
10. Mail form and fee to: The office is located at:
Michigan Department of Commerce 6566 Mercantile Way
Corporation and Securities Bureau Lansing, MI 48910
Corporation Division Telephone: (517)334-6302
P.O. Box 30054
Lansing, MI 48909-7554
CERTIFICATE OF DESIGNATION
OF
PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK
OF
MEADOWBROOK INSURANCE GROUP, INC.
(Pursuant to Section 302 of the Michigan Business Corporation Act)
Meadowbrook Insurance Group, Inc., a corporation organized and
existing under the Michigan Business Corporation Act (the "Corporation"),
hereby certifies that pursuant to the authority conferred upon the Board of
Directors by the Articles of Incorporation of the Corporation the following
resolution was adopted by unanimous written consent of the Board of
Directors of the Corporation as required by Section 302 of the Business
Corporation Act on September 15, 1999:
RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of the Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of its Articles
of Incorporation, the Board of Directors hereby creates a series of
preferred stock of the Corporation and hereby states the designation and
number of shares, and voting power, preferences and relative participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof as follows:
SECTION 1. Designation and Amount. The shares of such series shall be
designated as "Series A Preferred Stock" (the "Series A Preferred Stock")
and the number of shares initially constituting the Series A Preferred Stock
shall be 150,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall
reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.
SECTION 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any
series of preferred stock of the Corporation (the "Preferred Stock") (or any
similar stock) ranking prior and superior to the Series A Preferred Stock
with respect to dividends, the holders of shares of Series A Preferred
Stock, in preference to the holders of shares of the common stock of the
Corporation (the "Common Stock"), and of any other junior stock, shall be
entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable in
cash on the last day of March, June, September, and December in each year
(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (i) $1.00 in cash, or (ii)
GOLD SEAL APPEARS ONLY ON ORIGINAL
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time after
the Record Date specified in that certain Rights Agreement approved and adopted
by the Corporation of even date herewith between the Corporation and First
Chicago Trust Company of New York as Rights Agent (the "Declaration Date"),
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the preceding subclause (ii) shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section 2
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, if no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and all next succeeding
Quarterly Dividend Payment Date, a dividend of $1.00 per share payable in cash
on the Series A Preferred Stock shall nevertheless accrue and be cumulative on
the outstanding shares of Series A Preferred Stock as provided in (C) of this
Section 2.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.
SECTION 3. Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time after the Declaration Date
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.
SECTION 4. Certain Restrictions.
(A) The Corporation shall not declare any dividend on, make any
distribution on, or redeem or purchase or otherwise acquire for consideration
any shares of Common Stock after the first issuance of a share or fraction of a
share of Series A Preferred Stock unless concurrently therewith it shall declare
a dividend on the Series A Preferred Stock as required by Section 2 hereof.
(B) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;
GOLD SEAL APPEARS ONLY ON ORIGINAL
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity with the Series A Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.
(C) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
SECTION 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject
to the conditions and restrictions on issuance set forth herein, in the
Articles of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.
SECTION 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (A)
to the holders of shares of stock ranking junior (either as to dividends or as
to amounts payable upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received an amount per share (rounded to the nearest
cent) equal to the greater of (i) $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, or (ii) an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, plus an amount equal to accrued and unpaid dividends and
distributions on the Series A Preferred Stock whether or not declared, to the
date of such payment or (B) to the holders of shares of stock ranking on a
parity (either as to dividends or as to amounts payable upon liquidation,
dissolution or winding up) with the Series A Preferred Stock, except
distributions made ratably on the Series A Preferred Stock and all such parity
stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or
GOLD SEAL APPEARS ONLY ON ORIGINAL
otherwise) into a greater or lesser number of shares of Common Stock; then in
each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the
proviso in clause (A)(ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
SECTION 7. Consolidation Merger, Etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the time be similarly exchanged or changed
into an amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare after the Declaration Date or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
SECTION 8. No Redemption. The shares of Series A Preferred Stock shall not
be redeemable.
SECTION 9. Rank. The Series A Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock, unless the terms of
any such series shall provide otherwise.
SECTION 10. Amendment. The Articles of Incorporation of the Corporation shall
not be further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least a
majority of the outstanding shares of Series A Preferred Stock, voting together
as a single class.
SECTION 11. Fractional Shares. Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
GOLD SEAL APPEARS ONLY ON ORIGINAL
IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf
of the Corporation on this 15th day of September, 1999.
Robert S. Cubbin
------------------------------
Name: Robert S. Cubbin
Title: President
ATTEST:
Michel G. Costello
- -----------------------------
Name: Michel G. Costello
Title: Secretary
[UNITED STATES OF AMERICA THE STATE OF MICHIGAN SEAL]
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
LANSING, MICHIGAN
This is to Certify that the annexed copy has been compared by me with the record
on file in this Department and that the same is a true copy thereof.
This certificate is in due form, made by me as the proper officer, and is
entitled to have full faith and credit given it in every court and office
within the United States.
In testimony whereof, I have hereunto set my
hand, in the City of Lansing, this 2nd day
of October, 2001
Andrew L. Metcalf, Jr., Director
Bureau of Commercial Services
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY) FILED
JUN 06 2000
This document is effective on the date filed, unless
a subsequent effective date within 90 days after Administrator
received date is stated in the document. CORP SECURITIES & LAND DEV BUREAU
Warr Info: 1 3089444-1 05/22/2000
Chk#: 3156
ID: Amt: $15,010.00
MEADOWBROOK INSURANCE GROUP
Name
Michael E. O'Shea, Meadowbrook Insurance Group, Inc.
Address
26600 Telegraph Road (Attn: Legal Department)
City State Zip Code
Southfield, Michigan 48034 EFFECTIVE DATE:
/\ DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE./\
IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:
1. The present name of the corporation is: Meadowbrook Insurance Group,
Inc.
2. The identification number assigned by the Bureau is: 349-599
PLEASE SEE THE ATTACHED.
3. Article III of the Articles of Incorporation is hereby amended to read
as follows:
ATTACHMENT
ARTICLE III OF THE ARTICLES OF INCORPORATION IS HEREBY AMENDED TO READ AS
FOLLOWS:
The total authorized shares;
Common shares 30,000,000 Preferred shares 1,000,000
A statement of all or any of the relative rights, preferences and limitations
of the shares of each class is as follows:
The holder of each outstanding common share shall have one vote per share with
respect to all matters submitted to a vote of shareholders.
The preferred shares shall be issued from time to time in one or more series of
such number of shares with such distinctive serial designations and (a} may have
such voting powers, full or limited, or may be without voting powers; (b) may be
subject to redemption at such time or times and at such prices; (c) may be
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rate or rates, on such conditions, and at such times and payable in
preference to, or in such relation to, the dividends payable on any other class
or classes or series of shares; (d) may have such rights upon the dissolution
of, or upon any distribution of the assets of the corporation; (e) may be made
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or any other class or classes or of any other
series of the same or any other class or classes of shares of the corporation,
at such price or prices or at such rates of exchange, and with such adjustments;
and (f) may have such other relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, all as shall
hereafter be stated and expressed in the resolution or resolutions providing for
the issue of each such series of preferred shares from time to time adopted by
the board of directors pursuant to authority so to do which is hereby expressly
vested in the board of directors.
The number of authorized shares of any class of shares of the corporation,
including without limitation, the common shares and the preferred shares, may be
increased or decreased by the affirmative vote of the holders of the majority of
the shares of the corporation entitled to vote, without regard to class.
COMPLETE ONLY ONE OF THE FOLLOWING:
4. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the day of , in accordance
------------- ---------------- --------------
with the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the Board of Directors or
Trustees.
Signed this day of ,
---------- ----------------- -----------
--------------------------------- ------------------------------
(Signature) (Signature)
--------------------------------- ------------------------------
(Type or Print Name) (Type or Print Name)
--------------------------------- ------------------------------
(Signature) (Signature)
--------------------------------- ------------------------------
(Type or Print Name) (Type or Print Name)
5. (FOR PROFIT AND NONPROFIT CORPORATIONS WHOSE ARTICLES STATE THE CORPORATION
IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the 15th day of May , 2000 by the
-------- ------------- ------
shareholders if a profit corporation, or by the shareholders or members if a
nonprofit corporation (check one of the following)
[X] at a meeting the necessary votes were cast in favor of the amendment.
[ ] by written consent of the shareholders or members having not less than
the minimum number of votes required by statute in accordance with
Section 407(l) and (2) of the Act if a nonprofit corporation, or
Section 407(l) of the Act if a profit corporation. Written notice to
shareholders or members who have not consented in writing has been
given. (Note: Written consent by less than all of the shareholders or
members is permitted only if such provision appears in the Articles of
Incorporation.)
[ ] by written consent of all the shareholders or members entitled to vote
in accordance with section 407(3) of the Act if a nonprofit
corporation, or Section 407(2) of the Act if a profit corporation.
[ ] by the board of a profit corporation pursuant to section 611(2).
Profit Corporations Nonprofit Corporations
Signed this 16th day of May , 2000 Signed this day of ,
------ ----------- ------- ------------------ ------------
By /s/ Michael G. Costello By
--------------------------------------------------- -----------------------------------------------------
(Signature of an authorized officer or agent) (Signature of President, Vice-President,
Chairperson or Vice-Chairperson)
Michael G. Costello, V.P., Gen. Counsel and Secretary
- ----------------------------------------------------- --------------------------------------------------------
(Type or Print Name) (Type or Print Name) (Type or Print Title)
UNITED STATES OF AMERICA
THE STATE OF MICHIGAN
[STATE SEAL]
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
LANSING, MICHIGAN
This is to Certify that the annexed copy has been compared by me with the record
on file in this Department and that the same is a true copy thereof.
This certificate is in due form, made by me as the proper officer, and is
entitled to have full faith and credit given it in every court and office within
the United States.
In testimony whereof, I have hereunto
set my hand, in the City of Lansing,
this 3rd day of May, 2002
[sig] , Director
Bureau of Commercial Services
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
DATE RECEIVED (FOR BUREAU USE ONLY)
MAY 03 2002
This document is effective on the date filed, unless a
subsequent effective date within 90 days after received
date is stated in the document.
Name
Meadowbrook Insurance Group, Inc.
- ------------------------------------------------
Address FILED
26600 Telegraph Road MAY 03 2002
- ------------------------------------------------ ADMINISTRATOR
City State Zip Code BUREAU OF COMMERCIAL SERVICES
Southfield Michigan 48034 EFFECTIVE DATE
- ------------------------------------------------
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigend corporation executes the following Certificate:
1. The present name of the corporation is: Meadowbrook Insurance Group, Inc.
2. The identification number assigned by the Bureau is: 349-599
3. Article III of the Articles of Incorporation is hereby amended
to read as follows:
( Please see the attached )
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-515 (Rev. 09/01)
COMPLETE ONLY ONE OF THE FOLLOWING:
4. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the_____________day of_____________________,__________, in accordance
with the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the Board of Directors or
Trustees.
Signed this______day of____________,_______________
___________________________________ _______________________________________
(Signature) (Signature)
___________________________________ _______________________________________
(Type of Print Name) (Type of Print Name)
___________________________________ _______________________________________
(Signature) (Signature)
___________________________________ _______________________________________
(Type of Print Name) (Type of Print Name)
5. (FOR PROFIT AND NONPROFIT CORPORATIONS WHOSE ARTICLES STATE THE CORPORATION
IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)
The foregoing amendment to the Articles of Incorporation was duly
adopted on the 1st day of May, 2002, by the shareholders if a profit
corporation, or by the shareholders or members if a nonprofit
corporation (check one of the following)
[X] at a meeting the necessary votes were cast in favor of the
amendment.
[ ] by written consent of the shareholders or members having not less
than the minimum number of votes required by statute in
accordance with Section 407(1) and (2) of the Act if a nonprofit
corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders or members who have
not consented in writing has been given. (Note: Written consent
by less than all of the shareholders or members is permitted only
if such provision appears in the Articles of Incorporation.)
[ ] by written consent of all the shareholders or members entitled to
vote in accordance with section 407(3) of the Act if a nonprofit
corporation, or Section 407(2) of the Act if a profit
corporation.
[ ] by consents given by electronic transmission in accordance with
Section 407(3) if a profit corporation.
[ ] by the board of a profit corporation pursuant to section 611(2).
Profit Corporations and Professional Service Corporations
Signed this 1st day of May, 2002
By [sig]
- ---------------------------------------------
(Signature of an authorized officer or agent)
Michael G. Costello, V.P., Secretary & Gen'l Counsl
- ---------------------------------------------------
(Type or Print Name)
Nonprofit Corporations
Signed this____ day of ____________,_____
By
- ---------------------------------------------------------------------
(Signature President, Vice-President, Chariperson or Vice-Chairperson)
- ---------------------------------------------------
(Type or Print Name)
GOLD SEAL APPEARS ONLY ON ORIGINAL
ATTACHMENT
ARTICLE III OF THE ARTICLES OF INCORPORATION IS HEREBY AMENDED TO READ AS
FOLLOWS:
"The total authorized shares:"
"Common shares 50,000,000 Preferred shares 1,000,000."
"A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:"
"The holder of each outstanding common share shall have one vote per share
with respect to all matters submitted to a vote of shareholders."
"The preferred shares shall be issued from time to time in one or more
series of such number of shares with such distinctive serial designations and
(a) may have such voting powers, full or limited or may be without voting
powers; (b) may be subject to redemption at such time or times and at such
prices; (c) may be entitled to receive dividends (which may be cumulative or
non-cumulative) at such rate or rates, on such conditions and as such times and
payable in preference to, or in such relation to, the dividends payable on any
other class or classes or series of shares; (d) may have such rights upon the
dissolution of, or upon any distribution of the assets of, the corporation; (e)
may be made convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or classes of
shares of the corporation, at such price or prices or at such rates of exchange,
and with such adjustments; and (f) may have such other relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, all as shall hereafter be stated and expressed in the resolution or
resolutions providing for the issue of each such series of preferred shares from
time to time adopted by the Board of Directors pursuant to authority so to do
which is hereby expressly vested in the Board of Directors."
"The number of authorized shares of any class of shares of the
corporation, including without limitation, the common shares and the preferred
shares, may be increased or decreased by the affirmative vote the holders of the
majority of the shares of the corporation entitled to vote, without regard to
class."
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-515 (Rev. 09/01)
Name of person or organization remitting fees:
Meadowbrook Insurance Group, Inc
--------------------------------
--------------------------------
Preparer's name and business telephone number:
Michael E. O'Shea
--------------------------------
(248) 204-8281
--------------------------------
INFORMATION AND INSTRUCTIONS
1. This form may be used to draft your Certificate of Amendment to the Articles
of Incorporation. A document required or permitted to be filed under the act
cannot be filed unless it contains the minimum information required by the
act. The format provided contains only the minimal information required to
make the document fileable and may not meet your needs. This is a legal
document and agency staff cannot provide legal advice.
2. Submit one original of this document. Upon filing, the document will be added
to the records of the Bureau of Commercial Services. The original will be
returned to your registered office address, unless you enter a different
address in the box on the front of this document.
Since the document will be maintained on electronic format, it is important
that the filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This Certificate is to be used pursuant to the provisions of section 631 of
Act 284, P.A. of 1972, or Act 162 P.A. of 1982, for the purpose of amending
the Articles of Incorporation of a domestic profit corporation or nonprofit
corporation. Do not use this form for restated articles.
4. Item 2 - Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.
5. Item 3 - The article(s) being amended must be set forth in its entirety.
However, if the article being amended is divided into separately identifiable
sections, only the sections being amended need be included.
6. For nonprofit charitable corporation, if an amendment changes the term of
existence to other than perpetual, Attorney General Consent should be
obtained at the time of dissolution. Contact Michigan Attorney General,
Consumer Protection and Charitable Trust Division at (517) 373-1152.
7. This document is effective on the date endorsed "filed" by the Bureau. A
later effective date, no more than 90 days after the date of deliver, may be
stated as an additional article.
8. SIGNATURES:
PROFIT CORPORATIONS: (Complete either Item 4 or Item 5)
1) Item 4 must be signed by at least a majority of the
incorporators listed in the Articles of Incorporation.
2) Item 5 must be signed by an authorized officer or agent of the
corporation.
NONPROFIT CORPORATIONS: (Complete either Item 4, Item 5 or Item 6)
1) Item 4 must be signed by all of the incorporators listed in
the Article of Incorporation.
2) Item 5 or 6 must be signed by either the president,
vice-president, chairperson or vice-chairperson.
9. NONREFUNDABLE FEES: Make remittance payable to the State of Michigan.
Include corporation name and identification number on check or
money order ...........................................................$10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS
ARE:
each additional 20,000 authorized shares or portion thereon............$30.00
maximum fee per filing for first 10,000,000 authorized shares.......$5,000.00
each additional 20,000 authorized shares or portion thereof in
excess of 10,000,000 shares.......................................$30.00
maximum fee per filing for authorized shares in excess of
10,000,000 shares............................................$200,000.00
To submit by mail:
Michigan Department of Consumer & Industry Services
Bureau of Commercial Services - Corporation Division
7150 Harris Drive
P.O. Box 30054
Lansing, MI 48909
To submit in person:
6546 Mercantile Way
Lansing, MI
Telephone: (517) 241-6400
Fees may be paid by VISA or Mastercard when delivered in person to
our office.
MICH-ELF (Michigan Electronic Filing System):
First Time Users: Call (517) 241-6420, or visit our website at
http://www.cis.state.mi.us/bcs/corp/
Customer with MICH-ELF Filer Account: Send document to (517) 241-9845
The Department of Consumer & Industry Services will not discriminate against any
individual or group because of race, sex, religion, age, national origin,
color, marital status, disability or political beliefs. If you need help with
reading, writing, hearing, etc., under the Americans with Disabilities Act, you
may make your needs known to this agency.
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
FILING ENDORSEMENT
This is to Certify that the CERTIFICATE OF AMENDMENT - CORPORATION
for
MEADOWBROOK INSURANCE GROUP, INC.
ID NUMBER:349599
received by facsimile transmission on May 14, 2007 is hereby endorsed
Filed on May 14, 2007 by the Administrator.
The document is effective on the date filed, unless a subsequent effective date
within 90 days after received date is stated in the document.
[SEAL] In testimony whereof, I have hereunto set my hand
and affixed the Seal of the Department, in the
City of Lansing, this 14TH day of May, 2007.
/s/ Andrew L. Metcalf Jr.,
-------------------------------- ,Director
Bureau of Commercial Services
Sent by Facsimile Transmission 07134
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
(FOR BUREAU USE ONLY)
Data Received
This document is effective on the date filed, unless & subsequent effective date
within 90 days after received data is stated in the document.
Name
Jill H. Karana, Esq. - Howard & Howard, PC
Address
39400 Woodward Avenue, Suite 101
City State ZIP Code EFFECTIVE DATE:
Bloomfield Hills, Michigan 48304
- Document will be returned to the name and address you enter above. -
If left blank document will be mailed to the registered office.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284,Public Acts of 1972, (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigend corporation executes the following Certificate:
1. The present name of the corporation is: Meadowbrook Insurance Group, Inc.
2. The identification number assigned
by the Bureau is: 349-599
3. Article III of the Articles of Incorporation is hereby amended to read as
follows:
(Please see attachment)
[SEAL]
GOLD SEAL APPEARS ONLY ON ORIGINAL
ATTACHMENT TO CERTIFICATE OF AMENDMENT
ARTICLE III OF THE ARTICLES OF INCORPORATION IS HEREBY AMENDED TO READ AS
FOLLOWS:
"The total authorized shares:"
"Common shares 75,000,000 Preferred shares 1,000,000."
"A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:"
"The holder of each outstanding common share shall have one vote per share
with respect to all matters submitted to a vote of shareholders."
"The preferred shares shall be issued from time to time in one or more
series of such number of shares with such distinctive serial designations and
(a) may have such voting powers, full or limited or may be without voting
powers; (b) may be subject to redemption at such time or times and at such
prices; (c) may be entitled to receive dividends (which may be cumulative or
non-cumulative) at such rate or rates, on such conditions and as such times and
payable in preference to, or in such relation to, the dividends payable on any
other class or classes or series of shares; (d) may have such rights upon the
dissolution of, or upon any distribution of the assets of, the corporation; (e)
may be made convertible into, or exchangeable for, shares or any other class or
classes or of any other series of the same or any other class or classes of
shares of the corporation, at such price or prices or at such rates of exchange,
and with such adjustments; and (f) may have such other relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, all as shall hereafter be stated and expressed in the resolution or
resolutions providing for the issue of each series of preferred shares from time
to time adopted by the Board of Directors pursuant to authority so to do which
is hereby expressly vested in the Board of Directors."
"The number of authorized shares of any class of shares of the
corporation, including without limitation, the common shares and the preferred
shares, may be increased or decreased by the affirmative vote the holders of the
majority of the shares of the corporation entitled to vote, without regard to
class."
#267984-vl
GOLD SEAL APPEARS ONLY ON ORIGINAL
COMPLETE ONLY ONE OF THE FOLLOWING:
4. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the ______________ day of __________, ___________, in accordance with
the provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the Board of Directors or Trustees.
Signed this ______________ day of ______________________, __________
- --------------------------------- ------------------------------------
(Signature) (Signature)
- --------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
- --------------------------------- ------------------------------------
(Signature) (Signature)
- --------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
5. (FOR PROFIT AND NONPROFIT CORPORATIONS WHOSE ARTICLES STATE THE CORPORATION
IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the 9th day of May, 2007, by the shareholders if a profit corporation,
or by the shareholders or members if a nonprofit corporation (Check one of
the following)
[X] at a meeting the necessary votes were cast in favor of the
amendment.
[ ] by written consent of the shareholders or members having not less
than the minimum number of votes required by statute in accordance
with Section 407(1) and (2) of the Act if a nonprofit corporation,
or Section 407(1) of the Act if a profit corporation. Written notice
to shareholders of members who have not consented in writing has
been given. (Note: Written consent by less than all of the
shareholders or members is permitted only if such provision appears
in the Articles of Incorporation.)
[ ] by written consent of all the shareholders or members entitled to
vote in accordance with section 407(3) of the act if a nonprofit
corporation, or Section 407(2) of the Act if a profit corporation.
[ ] by consents given by electronic transmission in accordance with
Section 407(3) if a profit corporation.
[ ] by the board of a profit corporation pursuant to section 611(2).
Profit Corporations and Professional Nonprofit Corporations
Service Corporations
Signed this 14 day of May, 2007 Signed this _____ day of ________, ____
By __________________________________ By __________________________________
(Signature of an authorized officer (Signature President, Vice-President,
or agent) Chairperson or Vice-Chairperson)
Michael G. Costello
- ------------------------------------ ---------------------------------------
(Type or Print Name) (Type or Print Name)