1
EXHIBIT 1A(6)(a)
IOWA NO. W00225282
SECRETARY OF STATE Date: 12/23/1999
490 DP-000235378
PEOPLES BENEFIT LIFE INSURANCE COMPANY
ACKNOWLEDGMENT OF DOCUMENT FILED
The Secretary of State acknowledges receipt of the following document:
Articles of Incorporaton
The document was filed on December 22, 1999, at 04:16 PM, to be effective as of
December 31, 1999, at 12:01 AM.
The amount of $50.00 was received in full payment of the filing fee.
This acknowledgment is issued in accordance with Iowa Code section 490.902.
[SEAL] /s/ CHESTER J. CULVER
------------------------------------------
CHESTER J. CULVER SECRETARY OF STATE
2
ARTICLES OF REDOMESTICATION AND REINCORPORATION
OF
PEOPLES BENEFIT LIFE INSURANCE COMPANY
Pursuant to Sections 1006 and 1007 of the Iowa Business Corporation Act,
the undersigned Corporation adopts the following Articles of Redomestication and
Reincorporation:
1. The name of the Corporation is Peoples Benefit Life Insurance
Company.
2. The Articles of Redomestication and Reincorporation adopted are
as attached as Exhibit 1.
3. The date of adoption of the Articles of Redomestication and
Reincorporation was December 8, 1999, to be effective December
31, 1999.
4. The Articles of Redomestication and Reincorporation were
approved by the shareholders. The designation, number of
outstanding shares, number of votes entitled to be cast by each
voting group entitled to vote separately, and the number of
votes of each voting group indisputably represented is as
follows:
DESIGNATION
OF SHARES VOTES ENTITLED VOTES
GROUP OUTSTANDING TO BE CAST REPRESENTED
Common 916,000 916,000 916,000
Preferred 2,290,000 2,290,000 2,290,000
The total number of undisputed votes cast for the amendment was:
VOTING VOTES
GROUP FOR
Common 916,000
Preferred 2,290,000
The number of votes cast for the Articles of Redomestication and
Reincorporation by each voting group was sufficient for approval by that voting
group.
PEOPLES BENEFIT LIFE
INSURANCE COMPANY
By: /s/ CRAIG D. VERMIE
----------------------------------
Craig D. Vermie
Secretary
3
ARTICLES OF REDOMESTICATION AND REINCORPORATION
OF
PEOPLES BENEFIT LIFE INSURANCE COMPANY
(AN EXISTING MISSOURI CORPORATION)
PURSUANT TO THE PROVISIONS OF
SECTION 490.902, CHAPTER 490, AND SECTION 508.12, CHAPTER 508,
OF THE CODE OF IOWA
The undersigned, PEOPLES BENEFIT LIFE INSURANCE COMPANY, a corporation
organized under the laws of the State of Missouri for the purpose of continuing
its existence, without interruption, as a corporation organized under the laws
of the State of Iowa, does hereby elect, pursuant to the laws of the State of
Iowa (Iowa Code, Sections 490.902 and 508.12), to become redomesticated and
reincorporated as an Iowa Corporation. Upon the taking of effect of these
Articles of Redomestication and Reincorporation, Peoples Benefit Life Insurance
Company shall be and continue to be possessed of all privileges, franchises and
powers to the same extent as if it had been originally incorporated under the
laws of the State of Iowa; and all privileges, franchises and powers belonging
to said corporation, and all property, real, personal and mixed, and all debts
due on whatever account, all certificates of authority, agent appointments,
outstanding insurance policies, capital structure, and all choices in action,
shall be and the same are hereby ratified, approved, confirmed and assured to
Peoples Benefit Life Insurance Company, with like effect and to all intents and
purposes as if it had been originally incorporated under the laws of the State
of Iowa. Without limitation of the foregoing, Peoples Benefit Life Insurance
Company shall be given recognition as a domestic insurance company of the State
of Iowa for all purposes from and after August 6, 1920, the date of its initial
authorization as an insurer under the laws of the State of Missouri.
For the purpose of setting forth its charter as an Iowa Corporation,
Peoples Benefit Life Insurance Company hereby adopts the following Articles of
Redomestication and Reincorporation:
4
ARTICLE I
The name of the corporation shall be Peoples Benefit Life Insurance
Company.
[The remainder of this page was intentionally left blank]
2
5
ARTICLE II
The principal office for the transaction of business of the Corporation
shall be located at 4333 Edgewood Road NE, Cedar Rapids, Iowa 52499. The
registered agent for the Corporation shall be Craig D. Vermie, 4333 Edgewood
Road NE, Cedar Rapids, Iowa 52499.
ARTICLE III
The Corporation shall be formed for the following purposes: To make
insurance upon the lives of individuals (including variable life) and every
assurance pertaining thereto or connected therewith; to grant, purchase and
dispose of annuities (including variable annuities) and endowments of every kind
and description whatsoever; to provide for contracts of indemnity against death
and for weekly or other periodic indemnities for disability occasioned by
accident or sickness to the person of the insured, and to do such other things
as may be permitted a corporation of this kind by law, and not prohibited by
Chapters 490, 506, 507, 508, 508A, 509, 511, 514A and 515 of the Code of Iowa,
as amended.
ARTICLE IV
Authorized Shares
The aggregate number of shares of capital stock which the Corporation
has authority to issue is 3,436,000 shares, consisting of:
1. 1,146,000 shares of Common Stock, par value $11.00 per
share (the "Common Stock"); and
2. 2,290,000 shares of Preferred Stock, par value $11.00
per share (the "Preferred Stock").
Common Stock
Except as may otherwise be required by applicable law, all shares of
Common Stock shall be identical in all respects and shall entitle the holders
thereof to the same rights and privileges, subject to the same qualifications,
limitations and restrictions.
3
6
1. Voting Rights. Each share of the Common Stock shall be
entitled to one vote per share on all matters to be voted upon
by the shareholders of the Corporation.
2. Dividends. As and when dividends are declared or paid
thereon, whether in cash, property or securities of the
Corporation, the holders of the Common Stock shall be entitled
to participate in such dividends ratably on a per share basis.
3. Liquidation. Subject to the provisions of the Preferred
Stock, the holders of the Common Stock shall be entitled to
participate ratably on a per share basis in all distributions to
the holders of the Common Stock in any liquidation, dissolution
or winding up of the Corporation.
Preferred Stock
Except as may otherwise be required by applicable law, all shares of the
Preferred Stock shall be identical in all respects and shall entitle the holders
thereof to the same rights and privileges, subject to the same qualifications,
limitations and restrictions.
1. Voting Rights. The shares of the Preferred Stock shall
not have any voting rights with respect to matters to be voted
upon by the shareholders of the Corporation.
2. Dividends. The holders of the Preferred Stock shall be
entitled to receive a cumulative dividend equal to eight and
one-half percent (8%) per annum of the Liquidation Value of the
Preferred Stock. Such dividends shall accrue whether or not they
have been declared or whether or not there are any profits,
surplus or other funds of the Corporation legally available for
the payment of dividends. In the event that dividends are not
paid on the Preferred Stock, then the dividends shall
accumulate, and such accumulated dividends must be paid prior to
the payment of any dividend declared
4
7
by the Corporation on any share of its Common Stock or Preferred
Stock authorized and issued by the Corporation.
3. Liquidation. Upon any liquidation, dissolution or
winding up of the Corporation, the holders of the Preferred
Stock will be entitled to be paid out of the assets of the
Corporation available for distribution, before any distribution
or payment is made upon any of the Corporation's equity
securities, an amount in cash equal to $240.00 per share (the
"Liquidation Value"), plus all accrued and unpaid dividends
thereon to and including the date of payment. In the event that
the assets of the Corporation available for distribution to the
holders of shares of the Preferred Stock upon any liquidation,
dissolution or winding up of the Corporation are insufficient to
pay in full all amounts to which such holders are entitled
pursuant to this Paragraph 3, proportionate distributive amounts
shall be paid on account of the shares of the Preferred Stock,
ratably, in proportion to the full distributive amounts to which
the holders of all such shares are respectively entitled upon
such liquidation, dissolution or winding up.
4. Redemption. The Corporation may at any time, commencing
five (5) years after the date on which the Preferred Stock is
issued, redeem all or any portion of the Preferred Stock then
outstanding at a price per share equal to the Liquidation Value
thereof (plus all accrued and unpaid dividends thereon),
provided that all such redemptions are made pro rata among the
holders of the Preferred Stock on the basis of the number of
shares of Preferred Stock held by such holder.
Regulatory Approval
So long as the Corporation is subject to registration under Iowa Code
Section 521A.4, no annual or cumulative dividend shall be paid by the
Corporation to shareholders, nor shall any other distribution be made to
shareholders with regard to the Common Stock or the Preferred Stock, without
complying with the
5
8
requirements of Iowa Code Section 521A.5.
ARTICLE V
The Corporation shall be managed and controlled by a Board of Directors
composed of not less than seven or more than twenty-one, which said Board of
Directors shall elect a Chairman of the Board, President, Vice President,
Secretary and Treasurer of the Corporation. In addition, said Board of Directors
may elect one or more Senior Vice Presidents, one or more Executive Vice
Presidents, additional Vice Presidents, Assistant Secretaries and Assistant
Treasurers and may appoint or employ such agents and employees for the
Corporation as is deemed necessary or advisable for the. proper conduct of the
business of the Corporation. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, if less than seven (7) members are present at said meeting, a
majority of the Directors present may adjourn the meeting without further
notice. The Bylaws of the Corporation may provide for such other powers and
duties of the Board of Directors, not inconsistent with the constitution and
laws of the State of Iowa, as may be deemed advisable and in the best interest
of the Corporation.
The Board of Directors shall be elected annually at an annual meeting of
the shareholders to be held on the first Thursday in May of each and every year
hereafter, and if not so held in any year, through oversight or otherwise, then
at such time as may be fixed by the Board of Directors by resolution. Five
percent (5%) of the number of shares of outstanding stock, represented
personally or by proxy shall constitute a quorum. In the event a quorum is not
present when the meeting is called, the meeting shall be adjourned from day to
day, until a quorum is achieved. The directors elected at any annual meeting of
the shareholders shall continue in office one year and until their successors
are duly elected and qualified; and in the event any vacancy shall occur in the
Board of Directors from any cause, the remaining directors shall elect a
director to fill such vacancy, which said director so elected shall hold office
until the next annual meeting of the shareholders and until his successor shall
have been elected and qualified.
6
9
ARTICLE VI
The duration of the Corporation is perpetual.
ARTICLE VII
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director or officer, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) for any transaction from which the director
derived any improper personal benefit, or (iv) under Section 490.833 of the Iowa
Business Corporation Act. If the Iowa Business Corporation Act is amended after
these Articles of Incorporation become effective to authorize corporate action
further eliminating or limiting the personal liability of directors then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Iowa Business Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
Service on the Board of Directors of the corporation, or as an officer,
or employee thereof, or any such service at the request of the corporation in a
like position on behalf of any other corporation, partnership, joint venture,
trust, employee benefit plan, or other entity, is deemed by the corporation to
have been undertaken and carried on in reliance by such persons on the full
exercise by the corporation of all powers of indemnification which are granted
to it under the Iowa Business Corporation Act as amended from time to time.
Accordingly, the corporation shall exercise all of its permissive powers
whenever, as often as necessary and to the fullest extent possible to indemnify
such persons. Such indemnification shall be limited or denied only when and to
the extent that the Iowa Business Corporation Act or other applicable legal
principles limit or deny the corporation's authority to so act. This provision
and the indemnification provisions of the Iowa Business Corporation Act (to the
extent not
7
10
otherwise governed by controlling precedent) shall be construed liberally in
favor of the indemnification of such persons.
IN WITNESS WHEREOF, the undersigned President has executed this
instrument and the Secretary of the Company has affixed the corporate seal of
the Company hereto and attested said seal of this 9th day of December, 1999.
------ --------
/s/ BART HERBERT
------------------------------------
Bart Herbert, Jr. ,President
/s/ CRAIG D. VERMIE
------------------------------------
Craig D. Vermie ,Secretary
STATE OF IOWA )
)
COUNTY OF LINN )
The foregoing instrument was acknowledged before me this 9th day of
-----
December , 1999, by the President and Secretary respectively of Peoples Benefit
- ---------
Life Insurance Company.
/s/ COLLEEN S. HANSEN
---------------------------------------
Notary Public
My commission expires: 6/12/2001
-------------------------
8
11
CERTIFICATE OF APPROVAL
ATTORNEY GENERAL
Pursuant to provisions of the Iowa Code, the undersigned approves the
"Articles of Redomestication and Reincorporation" for Peoples Benefit Life
Insurance Company (adopted December 8, 1999) and finds them in conformance with
the laws of the United States and with the laws and Constitution of the State of
Iowa.
THOMAS J. MILLER
Attorney General of Iowa
12-22-99 /s/ SCOTT M. GALENBECK
- --------------------- ---------------------------------------
Date By: SCOTT M. GALENBECK
Assistant Attorney General
CERTIFICATE OF APPROVAL
COMMISSIONER OF INSURANCE
Pursuant to the provisions of the Iowa Code, the undersigned approves
the "Articles of Redomestication and Reincorporation" for Peoples Benefit Life
Insurance Company (adopted December 8, 1999).
THERESE M. VAUGHAN
Commissioner of Insurance
12-22-99 /s/ ROBERT L. HOWE
- ------------- ---------------------------------
Date By: ROBERT L. HOWE
Deputy Commissioner of Insurance
12
490 DP-000235378
PEOPLES BENEFIT LIFE INSURANCE COMPANY
PEOPLES BENEFIT LIFE INS CO
4333 EDGEWOOD RD NE
PO BOX 1447
CEDAR RAPIDS, IA 52499