EXHIBIT 3.1
THE RESTATED
ARTICLES OF INCORPORATION
OF
FORTIS BENEFITS INSURANCE COMPANY
We, Robert B. Pollock and Katherine L. Greenzang President and Secretary,
respectively, of FORTIS BENEFITS INSURANCE COMPANY, a corporation organized and
existing under the laws of the State of Minnesota, hereby certify that said
Company through written consent, of the sole stockholder executed on the 30th
day of September, 2004, and acting pursuant to Section 490.1007 of the Iowa
Business Corporation Act, restated its Articles of Incorporation as follows:
RESTATED ARTICLES OF INCORPORATION OF FORTIS BENEFITS INSURANCE
COMPANY. ADOPTED PURSUANT TO SECTION 490.1007 OF THE IOWA BUSINESS
CORPORATION ACT, AND IN COMPLIANCE WITH SECTION 508.3 OF THE IOWA
INSURANCE CODE.
ARTICLE I.
The name of the corporation shall be FORTIS BENEFITS INSURANCE COMPANY.
ARTICLE II.
The name of the business, objects, and purposes proposed to be transacted,
promoted and carried on are:
(1) To make contracts of life and endowment insurance, to grant,
purchase, or dispose of annuities or endowments of any kin;: and,
in such contracts, or in contracts supplemental thereto to provide
for additional benefits in the event of death of the insured by
accidental means, total and permanent disability of the insured, or
specific dismemberment or disablement suffered by the insured.
(2) To insure against loss or damage by the sickness, bodily injury,
or death by accident of the insured or his dependents.
(3) To make or effect reinsurance of any risks.
(4) In addition to all powers it shall have power to transact within
and without the State of Iowa, any kinds or classes of insurance
business which companies of its kind are now or may hereafter be
permitted by law to transact, whether or not such kinds of classes
of insurance are specifically enumerated elsewhere in these Articles
of Incorporation or existing amendments thereto.
(5) Any policy issued by the Company may cover any one or more of
the risks it is authorized to insure.
(6) The powers herein conferred upon the Company are in furtherance
and not in limitation of the powers conferred by the statutes of the
State of Iowa as from time to time in force and effect, and the
Company shall have in addition to such authorized statutory powers
as are in these Articles of Incorporation recited, all other powers
and privileges conferred by the statutes of the State of Iowa now
existing or hereinafter enacted.
ARTICLE III.
The address of the registered office and principal place of business of
the Corporation in the State of Iowa is 729 Insurance Exchange Building,
Des Moines, Iowa 50309, and the name of the registered agent at this
address is Corporate Service Company.
ARTICLE IV.
The existence of this corporation shall be perpetual.
ARTICLE V.
The names and places of residence of each of the incorporators as follows:
Name Place of Residence
R. B. Richardson Helena, Montana
A. B. Jackson St. Paul, Minnesota
R. M. Hubbs St. Paul, Minnesota
ARTICLE VI.
The management of the Company shall be vested in a Board of Directors. The
number of Directors shall be not less than three (3) and shall be fixed by
the Bylaws. Directors shall hold office until the annual meeting of the
stockholders to be held on the first Wednesday after the first Tuesday in
February, and until their successors shall have been elected and
qualified. Subsequent Annual Meetings of the stockholders shall be held
each year at such time and place within and without the State of Iowa as
the Board of Directors shall determine.
ARTICLE VII.
The corporation shall have the authority to issue capital stock in the
amount of five million dollars ($5,000,000.00) comprised of one million
(1,000,000) shares of capital stock of the par value of five dollars
($5.00) per share, all of which shares shall be of one class and shall be
designated as Common Stock.
ARTICLE VIII.
The highest amount of indebtedness and liability to which the corporation
shall at any time be subject, exclusive of policy liabilities and other
reserves, shall be One Hundred Million Dollars ($100,000,000).
ARTICLE IV.
The above and foregoing duly adopted Restated Articles of Incorporation
supersede the original and all prior versions of the Articles of
Incorporation and all amendments thereto.
CERTIFICATION
We, Robert B. Pollock and Katherine L. Greenzang, President and Secretary,
respectively, of Fortis Benefits Insurance Company, a corporation organized and
existing under the laws of the State of Minnesota, hereby certify that by
Written Statement of Consent of the sole stockholder executed on September 30,
2004, the stockholder adopted a Resolution to Restate the Articles of
Incorporation of said Company as herein above indicated with the vote of the
stockholder being as follows:
We, Robert B. Pollock and Katherine L. Greenzang, President and Secretary,
respectively of Fortis Benefits Insurance Company, do hereby certify that the
foregoing Restated Articles of Incorporation are a true and correct copy of the
Restated Articles of Incorporation as of this 30th day of September, 2004.
FORTIS BENEFITS INSURANCE COMPANY
(Corporate Seal) By: /s/ Robert B. Pollock
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Robert B. Pollock, President
Fortis Benefits Insurance Company
Dated: 9/29/04
By: /s/ Katherine L. Greenzang
---------------------------------------
Katherine L. Greenzang, Secretary
Fortis Benefits Insurance Company
Dated: 9/29/04
VERIFICATION
STATE OF New York )
)ss.
COUNTY OF New York )
On September 29, 2004, before me, Lisa Richter, a Notary Public,
personally appeared Robert Polloch and Katherine Greenzang, personally known to
me to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacity, and
that by their signatures on the instrument the person or the entity upon behalf
of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature: /s/ Lisa P. Richter
--------------------------------------
(this area for official notarial seal)
LISA P. RICHTER
Notary Public-State of New York
No. 01R16006763
Qualified in Kings County
My Commission Expires 5-4-06
CERTIFICATE OF APPROVAL
ATTORNEY GENERAL
Pursuant to provisions of the Iowa Code, the undersigned approves the Restated
Articles of Incorporation of FORTIS BENEFITS INSURANCE COMPANY (effective
October 1, 2004) and finds them in conformance with the laws and Constitution of
the State of Iowa.
THOMAS J. MILLER
Attorney General of Iowa
Date 10-1-04 By: /s/ Jeanie Kunkle Vaudt
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JEANIE KUNKLE VAUDT
Assistant Attorney General
CERTIFICATE OF APPROVAL
COMMISSIONER OF INSURANCE
Pursuant to provisions of the Iowa Code, the undersigned approves the Restated
Articles of Incorporation of FORTIS BENEFITS INSURANCE COMPANY (effective
October 1, 2004).
THERESE M. VAUGHAN
Commissioner of Insurance
Date 10-1-04 By: /s/ James N. Armstrong
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JAMES N. ARMSTRONG
Deputy Commissioner of Insurance