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EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
REINSURANCE GROUP OF AMERICA, INCORPORATED
Reinsurance Group of America, Incorporated, a Missouri
corporation, does hereby restate its Articles of Incorporation and certifies
that the Restated Articles of Incorporation correctly sets forth, without
change, the corresponding provisions of the Articles of Incorporation as
theretofore amended and that the Restated Articles of Incorporation supersede
the original Articles of Incorporation and all amendments thereto.
ARTICLE ONE
NAME
The name of the corporation (hereinafter referred to as the
"Corporation") is: Reinsurance Group of America, Incorporated.
ARTICLE TWO
REGISTERED OFFICE AND AGENT
The address, including street and number, if any, of the
Corporation's initial registered office in this state is 700 Market Street, St.
Louis, Missouri 63101. The name of its initial agent at such address is James E.
Sherman.
ARTICLE THREE
CAPITAL STOCK
A. Class and Number of Shares. The aggregate number, class and
par value, if any, of shares which the Corporation shall have authority to issue
is 85,000,000 shares, consisting of 75,000,000 shares of Common Stock, par value
$.0l per share, and 10,000,000 shares of Preferred Stock, par value $.0l per
share ($850,000.00 aggregate total).
B. Voting Rights of the Common Stock. Each holder of the
Common Stock shall been titled to one vote per share of Common Stock on all
matters to be voted on by the shareholders.
C. Issuance of Preferred Stock, Rights and Preferences
Thereof.
1. The Preferred Stock may be issued from time to time in
one or more series, with such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall be stated in the resolution or resolutions providing for the issuance
of such stock adopted from time to time by the Board of Directors. Without
limiting the generality of the foregoing, in the resolution or resolutions
providing for the issuance of such
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shares of each particular series of Preferred Stock, subject to
the requirements of the laws of the State of Missouri, the Board of Directors is
also expressly authorized:
(a) To fix the distinctive serial designation of the shares
of the series;
(b) To fix the consideration for which the shares of the
series are to be issued;
(c) To fix the rate or amount per annum, if any, at which
the holders of the shares of the series shall be entitled to receive dividends,
the dates on which and the conditions under which dividends shall be payable,
whether dividends shall be cumulative or noncumulative, and if cumulative, the
date or dates from which dividends shall be cumulative;
(d) To fix the price or prices at which, the times during
which, and the other terms, if any, upon which the shares of the series may be
redeemed;
(e) To fix the rights, if any, which the holders of shares
of the series have in the event of dissolution or upon distribution of the
assets of the Corporation;
(f) From time to time to include additional shares of
Preferred Stock which the Corporation is authorized to issue in the series;
(g) To determine whether or not the shares of the series
shall be made convertible into or exchangeable for other securities of the
Corporation, including shares of the Common Stock of the Corporation or shares
of any other series of the Preferred Stock of the Corporation, now or hereafter
authorized, or any new class of Preferred Stock of the Corporation hereafter
authorized, the price or prices or the rate or rates at which conversion or
exchange may be made, and the terms and conditions upon which the conversion or
exchange rate shall be exercised;
(h) To determine if a sinking fund shall be provided for
the purchase or redemption of shares of the series and, if so, to fix the terms
and the amount or amounts of the sinking fund; and
(i) To fix the other preferences and rights, privileges and
restrictions applicable to the series as may be permitted law.
D. Conversion.
1. All outstanding shares of Non-Voting Common Stock, par
value $.0l per share, of RGA ("Non-Voting Common Stock") previously authorized
by the Certificate of Amendment of Articles of Incorporation of the Corporation
issued on May 29, 1998, shall, as of the date of effectiveness of this
Certificate of Amendment, be converted, without the action of any holder
thereof, into 0.97 shares of Common Stock. The Non-Voting Common Stock shall no
longer be authorized by the Corporation.
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2. Following the effective date of this Certificate of
Amendment, each certificate representing shares of Non-Voting Common Stock shall
be deemed to be a certificate representing 0.97 shares of Common Stock. No
fractional shares will be issued in connection with this amendment. Rather,
holders of Non-Voting Common Stock who would otherwise be entitled to receive a
fraction of a share of Voting Common Stock (after taking into account all
certificates held by such shareholder) will receive in lieu thereof cash
(without interest) in an amount equal to such fractional part of a share of
Voting Common Stock multiplied by the closing sales price of Voting Common Stock
on the date this amendment is filed with the Missouri Secretary of State. No
holder of Non-Voting Common Stock will be entitled to dividends, voting rights
or any other rights as a shareholder in respect of any fractional share.
ARTICLE FOUR
ADDITIONAL PROVISIONS REGARDING
CERTAIN SHAREHOLDER RIGHTS
A. Preemptive Rights. All preemptive rights of shareholders
are hereby denied, so that no stock or other security of the Corporation shall
carry with it and no holder or owner of any share or shares of stock or other
security or securities of the Corporation shall have any preferential or
preemptive right to acquire additional shares of stock or any other security of
the Corporation.
B. Cumulative Voting. All cumulative voting rights are hereby
denied, so that none of the Common Stock, the Preferred Stock or any other
security of the Corporation shall carry with it and no holder or owner of any
Common Stock, Preferred Stock or any other security shall have any right to
cumulative voting in the election of directors or for any other purpose.
ARTICLE FIVE
INCORPORATOR
The name and place of residence of the incorporator is:
Donna J. Holsten
6140 Wanda
St. Louis, Missouri 63116
ARTICLE SIX
DIRECTORS
A. Number and Classes of Directors. The number of directors to
constitute the initial Board of Directors of the Corporation is three.
Thereafter, the number of directors shall be fixed by, or in the manner provided
in, the Bylaws of the Corporation. The Board of Directors shall be divided into
three classes, as nearly equal in number as possible, with the mode of such
classification to be provided for in the Bylaws of the Corporation. Directors
other than certain Directors elected to the initial Board of Directors shall be
elected to hold office for a
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term of three years, with the term of office of one class expiring each year. As
used in these Articles of Incorporation, the term "entire Board of Directors"
means the total number of Directors fixed by, or in accordance with, these
Articles of Incorporation or the Bylaws of the Corporation.
B. Removal of Directors. Subject to the rights, if any, of the
holders of any class of capital stock of the Corporation (other than the Common
Stock) then outstanding, (1) any Director, or the entire Board of Directors, may
be removed from office at any time prior to the expiration of his term of office
only for cause and only by the affirmative vote of the holders of record of
outstanding shares representing at least 85% of all of the then outstanding
shares of capital stock of the Corporation then entitled to vote generally in
the election of Directors, voting together as a single class at a special
meeting of shareholders called expressly for that purpose (such vote being in
addition to any required class or other vote); and (2) any Director may be
removed from office by the affirmative vote of a majority of the entire Board of
Directors at any time prior to the expiration of his term of office, as provided
by law, in the event that the Director fails to meet any qualifications stated
in the Bylaws for election as a Director or in the event that the Director is in
breach of any agreement between the Director and the Corporation relating to the
Director's service as a Director or employee of the Corporation.
C. Nominations. Subject to the rights, if any, of holders of
any class of capital stock of the Corporation (other than the Common Stock) then
outstanding, nominations for the election of Directors may be made by the
affirmative vote of a majority of the entire Board of Directors or by any
shareholder of record entitled to vote generally in the election of Directors.
Any shareholder who otherwise desires to nominate one or more persons for
election as a Director at any meeting of shareholders held at any time may do so
only if the shareholder has delivered timely notice of the shareholder's intent
to make such nomination or nominations, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation not less than
60 days nor more than 90 days prior to the meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to shareholders, such notice by the shareholder to be timely
must be received not later than the close of business on the 10th day following
the day on which the notice of the date of meeting was mailed or public
disclosure was made, whichever occurs first. A shareholder's notice to the
Secretary shall set forth: (1) the name and address of record of the shareholder
who intends to make the nomination; (2) a representation that the shareholder is
a holder of record of shares of capital stock of the Corporation entitled to
vote at the meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (3) the class and
number of shares of the capital stock that are beneficially owned by the
shareholder on the date of such notice; (4) the name, age, business and
residential address, and principal occupation or employment of each proposed
nominee; (5) the class and number of shares of capital stock that are
beneficially owned by such nominee on the date of such notice; (6) a description
of all arrangements or understandings between the shareholder and each nominee
and the name of any other person or persons pursuant to which the nomination or
nominations are to be made by the shareholder; (7) any other information
regarding each proposed nominee that would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (8) the written consent of each proposed nominee to being named
as a nominee in the proxy statement and to serve as a Director of the
Corporation if
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so elected. The Corporation may require any proposed nominee to furnish any
other information it may reasonably require to determine the eligibility of the
proposed nominee to serve as a Director of the Corporation. The presiding
officer of the meeting may, if the facts warrant, determine that a nomination
was not made in accordance with the foregoing procedure, and if he should make
that determination, he shall so declare at the meeting and the defective
nomination shall be disregarded.
D. Vacancies. Subject to the rights, if any, of the holders of
any class of capital stock of the Corporation (other than the Common Stock) then
outstanding, any vacancies in the Board of Directors which occur for any reason
prior to the expiration of the term of office of the class in which the vacancy
occurs, including vacancies which occur by reason of an increase in the number
of Directors, shall be filled only by the Board of Directors, acting by the
affirmative vote of a majority of the remaining Directors then in office
(although less than a quorum).
ARTICLE SEVEN
DURATION
The duration of the Corporation is perpetual.
ARTICLE EIGHT
PURPOSES
The Corporation is formed for the following purposes:
1. To purchase, take, receive, subscribe or otherwise acquire,
own, hold, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of,
and otherwise deal in and with the shares or other interests in, or obligations
of, other domestic and foreign corporations, associations, partnerships or
individuals;
2. To be a general or limited partner in any general or
limited partnership;
3. To take such actions and transact such other business as
are incidental to and connected with the purposes set forth above; and
4. To do anything permitted of corporations pursuant to the
provisions of The General and Business Corporation Law of Missouri, as amended
from time to time.
ARTICLE NINE
SHAREHOLDERS' MEETINGS
A. Special Meetings. A special meeting of the shareholders may
be called only by the Board of Directors pursuant to a resolution adopted by the
affirmative vote of a majority of the entire Board of Directors or by the
Chairman of the Board of Directors or the President. Only such business shall be
conducted, and only such proposals shall be acted upon, as are specified in the
call of any special meeting of shareholders.
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B. Annual Meetings. At any annual meeting of shareholders only
such business shall be conducted, and only such proposals shall be acted upon,
as shall have been properly brought before the meeting by the Board of Directors
or by a shareholder of record entitled to vote at such meeting. For a proposal
to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice, either by personal delivery or by
United States mall, postage prepaid, to the Secretary of the Corporation not
less than 60 days nor more than 90 days prior to the annual meeting; provided,
however, that if less than 70 days' notice or prior public disclosure of the
date of the annual meeting is given or made to shareholders, notice by the
shareholder to be timely must be received not later than the close of business
on the 10th day following the earlier of (1) the day on which notice of the date
of the annual meeting was mailed or (2) the day on which public disclosure was
made. A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the annual meeting: (a) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting this business at the annual meeting; (b) the name and
address of record of the shareholder proposing the business and any other
shareholders known by such shareholder to be supporting the proposal; (c) the
class and number of shares of the capital stock which are beneficially owned by
the shareholder on the date of the shareholder notice and by any other
shareholders known by such shareholder to be supporting the proposal on the date
of the shareholder notice; and (d) any material interest of the shareholder in
the proposal.
The Board of Directors may reject any shareholder proposal
submitted for consideration at the annual meeting which is not made in
accordance with the terms of this Article Nine or which is not a proper subject
for shareholder action in accordance with provisions of applicable law.
Alternatively, if the Board of Directors fails to consider the validity of any
shareholder proposal, the presiding officer of the annual meeting may, if the
facts warrant, determine and declare at the annual meeting that the shareholder
proposal was not made in accordance with the terms of this Article Nine and, if
he should make that determination, he shall so declare at the meeting and the
business or proposal shall not be acted upon. This provision shall not prevent
the consideration and approval or disapproval at the annual meeting of reports
of officers, directors and committees of the Board of Directors, but, in
connection with such reports, no new business shall be acted upon at the meeting
unless stated, filed and received as herein provided.
C. Action by Written Consent. Any action required or permitted
to be taken by the shareholders of the Corporation may, if otherwise allowed by
law, be taken without a meeting of shareholders only if consents in writing,
setting forth the action so taken, are signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE TEN
AMENDMENT OF BYLAWS
The Bylaws of the Corporation may be amended, altered, changed
or repealed, and a provision or provisions inconsistent with the provisions of
the Bylaws as they exist from time to time may be adopted, only by the majority
of the entire Board of Directors.
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ARTICLE ELEVEN
AMENDMENT OF ARTICLES OF
INCORPORATION
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by law, and all rights and powers conferred herein
on the shareholders, directors and officers of the Corporation are subject to
this reserved power; provided, that (in addition to any required class or other
vote) the affirmative vote of the holders of record of outstanding shares
representing at least 85% of all of the outstanding shares of capital stock of
the Corporation then entitled to vote generally in the election of Directors,
voting together as a single class, shall be required to amend, alter, change or
repeal, or adopt any provision or provisions inconsistent with Articles Four,
Six, Nine, Ten, Twelve, or this Article Eleven of these Articles of
Incorporation.
ARTICLE TWELVE
INDEMNIFICATION AND RELATED MATTERS
A. Actions Involving Directors and Officers. The Corporation
shall indemnify each person (other than a party plaintiff suing on his own
behalf or in the right of the Corporation) who at any time is serving or has
served as a director or officer of the Corporation against any claim, liability
or expense incurred as a result of this service, or as a result of any other
service on behalf of the Corporation, or service at the request of the
Corporation as a director, officer, employee, member or agent of another
corporation, partnership, joint venture, trust, trade or industry association or
other enterprise (whether incorporated or unincorporated, for-profit or
not-for-profit), to the maximum extent permitted by law. Without limiting the
generality of the foregoing, the Corporation shall indemnify any such person who
was or is a party (other than a party plaintiff suing on his own behalf or in
the right of the Corporation), or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, but not limited to, an
action by or in the right of the Corporation) by reason of such service against
expenses (including, without limitation, attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding.
B. Actions Involving Employees or Agents.
1. The Corporation may, if it deems appropriate and as may
be permitted by this Article, indemnify any person (other than a party plaintiff
suing on his own behalf or in right of the Corporation) who at any time is
serving or has served as an employee or agent of the Corporation against any
claim, liability or expense incurred as a result of such service or as a result
of any other service on behalf of the Corporation, or service at the request of
the Corporation as a director, officer, employee, member or agent of another
corporation, partnership, joint venture, trust, trade or industry association or
other enterprise (whether incorporated or unincorporated, for-profit or
not-for-profit), to the maximum extent permitted by law or to such lesser extent
as the Corporation, in its discretion, may deem appropriate. Without limiting
the generality of the foregoing, the Corporation may indemnify any such person
who was or is a party (other than a party plaintiff suing on his own behalf or
in the right of the
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Corporation), or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, but not limited to, an action by or in the right of
the Corporation) by reason of such service against expenses (including, without
limitation, attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding.
2. To the extent that an employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section B (l) of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the action, suit or preceding.
C. Determination of Right to Indemnification in Certain
Circumstances. Any indemnification required under Section A of this Article or
authorized by the Corporation in a specific case pursuant to Section B of this
Article (unless ordered by a court) shall be made by the Corporation unless a
determination is made reasonably and promptly that indemnification of the
director, officer, employee or agent is not proper under the circumstances
because he has not met the applicable standard of conduct set forth in or
established pursuant to this Article. Such determination shall be made (1) by
the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by majority
vote of the shareholders; provided that no such determination shall preclude an
action brought in an appropriate court to challenge such determination.
D. Advance Payment of Expenses. Expenses incurred by a person
who is or was a director or officer of the Corporation in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of an action, suit or proceeding, and expenses incurred
by a person who is or was an employee or agent of the Corporation in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by or at the direction of the Board of Directors, in either case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in or pursuant to
this Article.
E. Not Exclusive Right. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled, whether under the Bylaws of the Corporation or
any statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office.
F. Indemnification Agreements Authorized. Without limiting the
other provisions of this Article, the Corporation is authorized from time to
time, without further action by the shareholders of the Corporation, to enter
into agreements with any director, officer,
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employee or agent of the Corporation providing such rights of indemnification as
the Corporation may deem appropriate, up to the maximum extent permitted by law.
Any agreement entered into by the Corporation with a director may be authorized
by the other directors, and such authorization shall not be invalid on the basis
that similar agreements may have been or may thereafter be entered into with
other directors.
G. Standard of Conduct. Except as may otherwise be permitted
by law, no person shall be indemnified pursuant to this Article (including
without limitation pursuant to any agreement entered into pursuant to Section F
of this Article) from or on account of such person's conduct which is finally
adjudged to have been knowingly fraudulent, deliberately dishonest or willful
misconduct. The Corporation may (but need not) adopt a more restrictive standard
of conduct with respect to the indemnification of any employee or agent of the
Corporation.
H. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or who is or was otherwise serving on behalf or at the
request of the Corporation against any claim, liability or expense asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article.
I. Certain Definitions. For the purposes of this Article:
1. Any director or officer of the Corporation who shall
serve as a director, officer or employee of any other corporation, partnership,
joint venture, trust or other enterprise of which the Corporation, directly or
indirectly, is or was the owner of 20% or more of either the outstanding equity
interests or the outstanding voting stock (or comparable interests), shall be
deemed to be so serving at the request of the Corporation, unless the Board of
Directors of the Corporation shall determine otherwise. In all other instances
where any person shall serve as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise of
which the Corporation is or was a shareholder or creditor, or in which it is or
was otherwise interested, if it is not otherwise established that such person is
or was serving as a director, officer, employee or agent at the request of the
Corporation, the Board of Directors of the Corporation may determine whether
such service is or was at the request of the Corporation, and it shall not be
necessary to show any actual or prior request for such service.
2. References to a corporation include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a director, officer,
employee or agent of a constituent corporation or is or was serving at the
request of a constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would if he had served
the resulting or surviving corporation in the same capacity.
3. The term "other enterprise" shall include, without
limitation, employee benefit plans and voting or taking action with resect to
stock or other assets therein; the term "serving at the request of the
corporation" shall include, without limitation, any service
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as a director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, a director, officer, employee or agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have satisfied any standard of care required by or pursuant
to this Article in connection with such plan; the term "fines" shall include,
without limitation, any excise taxes assessed on a person with respect to an
employee benefit plan and shall also include any damages (including treble
damages) and any other civil penalties.
J. Survival. Any indemnification rights provided pursuant to
this Article shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. Notwithstanding any other
provision in these Articles of Incorporation, any indemnification rights arising
under or granted pursuant to this Article shall survive amendment or repeal of
this Article with respect to any acts or omissions occurring prior to the
effective time of such amendment or repeal and persons to whom such
indemnification rights are given shall be entitled to rely upon such
indemnification rights with respect to such acts or omissions as a binding
contract with the Corporation.
K. Liability of the Directors. It is the intention of the
Corporation to limit the liability of the directors of the Corporation, in their
capacity as such, whether to the Corporation, its shareholders or otherwise, to
the fullest extent permitted by law. Consequently, should The General and
Business Corporation Law of Missouri or any other applicable law be amended or
adopted hereafter so as to permit the elimination or limitation of such
liability, the liability of the directors of the Corporation shall be so
eliminated or limited without the need for amendment of these Articles or
further action on the part of the shareholders of the Corporation.
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