AMENDED AND RESTATED
ARTICLES OF REDOMESTICATION
OF
PM GROUP LIFE INSURANCE COMPANY
The Articles of Redomestication of PM Group Life Insurance Company are
hereby amended and restated, effective as of September 30, 1990, to read as
follows:
We, the undersigned, acting as incorporators for the purpose of redomesticating
PM Group Life Insurance Co., a California corporation, which intends to
simultaneously redomesticate to Arizona and merge with Pacific Financial Life
Insurance Company of Arizona, an Arizona corporation, without interruption, as a
corporation organized under the laws of the State of Arizona pursuant to Arizona
Revised Statutes Section 20-231.A, do hereby adopt the following Articles of
Redomestication for said corporation.
ARTICLE I
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The name of the corporation shall be PM Group Life Insurance Company.
ARTICLE II
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The corporation was incorporated in the State of California on
September 20, 1982.
ARTICLE III
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The existence of the corporation shall be perpetual.
ARTICLE IV
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Upon the approval of these Articles of Redomestication, PM Group 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 Arizona; 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, and all choses in
action, shall be and the same are hereby ratified, approved, confirmed and
assured to PM Group 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 Arizona. Said corporation shall be given recognition as a domestic
insurer of the State of Arizona from and after September 20, 1982, the date of
its initial incorporation under the laws of the State of California.
ARTICLE V
---------
The purpose for which this corporation is organized is the
transaction, direct and as a reinsurer, of life and disability insurance and
such other lines of insurance as it may be authorized to transact.
In no event shall the corporation incur indebtedness in excess of the
amount authorized by law.
ARTICLE VI
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The authorized amount of capital stock of the corporation shall be
Five Million (5,000,000) shares of common stock with a par value of One Dollar
($1.00) per share. Two Million Nine Hundred Thousand (2,900,000) shares have
been issued, and are fully paid and non-assessable. Any additional shares of
common stock shall be issued and paid for at such time or times and in such
manner as the Board of Directors shall determine and, when issued and paid for
shall be non-assessable, except as provided by Article 14, Section 11 of the
Constitution of Arizona.
ARTICLE VII
-----------
The affairs of the corporation shall be conducted by a Board of
Directors consisting of not less than five (5) nor more than fifteen (15)
directors as fixed by the Bylaws, and such officers as the said directors may at
any time elect or appoint. No officer or director need be a shareholder of this
corporation.
The directors shall be elected by the shareholders during the annual
meeting of each year, beginning in 1990. The annual meeting shall be held at
the principal office of the corporation in Phoenix, Arizona, or at any place
determined by the Board of Directors at an hour to be named in the Notice of
Meeting or Waiver of Notice of Meeting. If the date of the annual meeting falls
on a legal holiday, the meeting shall be held on the next succeeding business
day. A director shall serve until his successor is duly elected and qualified.
The Board of Directors shall have the power to adopt, amend, alter and
repeal the Bylaws. Bylaws made by the Board may be altered or repealed and new
Bylaws made by the shareholders, in accordance with the provisions contained in
said Bylaws and these Articles. The Board of Directors shall have the power to
manage the corporate affairs and make all rules and regulations necessary for
the management of the affairs of the corporation, to appoint or remove any
officer and to fill all vacancies occurring on the Board or in any office for
any cause, and to appoint from their own number an Executive Committee and other
committees and invest said committee with all the powers permitted by the
Bylaws.
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ARTICLE VIII
------------
The private property of the shareholders, directors and officers of
the corporation shall be forever exempt from debts and obligations of the
corporation.
ARTICLE IX
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Subject to the further provisions hereof, the corporation shall
indemnify and hold harmless any and all of its existing and former directors and
officers against all expenses incurred by them, including but not limited to
legal fees, judgments and penalties which may be incurred, rendered or levied in
any legal action brought against any of them, for or on account of any action or
omission alleged to have been committed while acting within the scope of
employment as director or officer of the corporation. Whenever any such person
has ground to believe that he may incur any such aforementioned expense he shall
promptly make a full report of the matter to the president and the secretary of
the corporation. Thereafter, the Board of Directors of the corporation shall,
within a reasonable time, determine if such person acted, or failed to act, in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. If
the Board of Directors determines that such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, then indemnification shall
be mandatory and shall be automatically extended as specified herein, provided,
however, that the corporation shall have the right to refuse indemnification,
wholly or partially, in any instance in which the person to which
indemnification would have otherwise been applicable, shall have unreasonably
refused to permit the corporation, at its own expense and through counsel of its
own choosing, to defend him in the action, or shall have unreasonably refused to
cooperate in the defense of such action.
To the fullest extent permitted by Title 10, Chapter 1 of the Arizona
Revised Statutes as the same exists or may hereafter be amended, no director
shall be liable to the corporation or its shareholders for monetary damages for
breach of fiduciary duties as director.
ARTICLE X
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The fiscal year of the corporation shall be the calendar year.
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ARTICLE XI
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J. Michael Low, of Low & Childers, P.C., whose address is 1221 East
Osborn Road, Suite 104, Phoenix, Arizona 85014, having been a bonafide resident
of Arizona for at least three (3) years is hereby appointed statutory agent of
the corporation in the State of Arizona, upon whom notices and processes,
including service of summons may be served, and which, when so served, shall
have lawful personal service on the corporation. The Board of Directors may
revoke this appointment at any time, and shall fill the vacancy in such position
whenever one exists.
ARTICLE XII
-----------
The corporation reserves the right to amend, alter, change or repeal
any provisions contained in these Articles of Redomestication in the manner now
or hereafter prescribed by law, and all rights and powers conferred herein on
shareholders, directors or officers are subject to this reserve power.
ARTICLE XIII
------------
The incorporators of the corporation are:
J. Michael Low
1221 East Osborn Road
Suite 104
Phoenix, Arizona 85014
S. David Childers
1221 East Osborn Road
Suite 104
Phoenix, Arizona 85014
Steven R. Henry
1221 East Osborn Road
Suite 104
Phoenix, Arizona 85014
Carrie M. McDonald
1221 East Osborn Road
Suite 104
Phoenix. Arizona 850l4
Robin Bradshaw
1221 East Osborn Road
Suite 104
Phoenix, Arizona 85104
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The initial Directors of the corporation are:
Mr. William L. Ferris
PM Group Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
Ms. Audrey L. Milfs
PM Group Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
Mr. Thomas C. Sutton
PM Group Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
Mr. Harold G. Joanning
PM Group Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
Mr. Glenn S. Schafer
PM Group Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
All individual incorporators are eighteen (18) years of age or older.
All powers, duties and responsibilities of the incorporators shall
cease at the time of delivery of these Articles of Redomestication to the
Arizona Corporation Commission for filing.
WHEREOF, we have hereunto affixed our signatures this 29th day of October, 1990.
(signed) (signed)
- ------------------------ ------------------------
J. Michael Low S. David Childers
(signed) (signed)
- ------------------------ ------------------------
Steven R. Henry Carrie M. McDonald
(signed)
- ------------------------
Robin G. Bradshaw
******************************************************
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STATE OF ARIZONA )
) ss.
County of Maricopa )
IN WITNESS WHEREOF, I, Lori M. Barker, hereby place my hand and
official seal as acknowledgement that J. Michael Low, S. David Childers, Steven
R. Henry, Carrie M. McDonald and Robin R. Bradshaw, being the persons
represented herein, placed their hand as of the 29th day of October, 1970.
(signed)
--------------------------
Lori M. Barker
My Commission~Expires:
8/15/91
- -------------------------
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ACCEPTANCE OF NOTIFICATION
OF
APPOINTMENT AS STATUTORY AGENT
I, J. Michael Low, hereby acknowledge that I have been notified of my
appointment as Statutory Agent for PM Group Life Insurance Company, an Arizona
corporation, and I hereby agree to serve in such capacity until removal by
Company or written resignation as permitted by Arizona Revised Statute.
(signed)
--------------------------------
J. Michael Low, Esq.
1221 East Osborn Road, Suite 104
Phoenix, Arizona 85014
pacific art.red
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