ARTICLES OF ASSOCIATION
OF
STONEVILLE INSURANCE COMPANY
We, the undersigned residents of the State of Mississippi,
having associated ourselves together for the purpose of forming a
corporation under and by virtue of Chapter 19, Title 83,
Mississippi Code of 1972, as amended, hereby adopt the following
Articles of Association:
ARTICLE I
NAME
The name of the corporation shall be Stoneville Insurance
Company.
ARTICLE II
DURATION
The period of its duration shall be ninety-nine (99) years.
ARTICLE III
PURPOSES
The purposes for which the corporation shall be organized,
and the powers of the corporation, shall be as follows:
1. To insure houses, buildings, vehicles, and all other
kinds of property against direct or consequential loss or damage
by fire, lightning, theft, explosion, or storm; to insure against
loss or damage to any goods or premises by water, arising from
the breakage or leakage of sprinklers or water pipes; and to make
any and all kinds of insurance against loss or damage to goods,
merchandise, or other property caused by fire, risks of inland
transportation or navigation, the action of the elements, or
adverse manifestations of nature, as well as all and every risk
or peril to property or interest in property or which may arise
from the ownership, maintenance, or use of property to which the
subject of insurance may be exposed, against which it is not
contrary to public policy to insure, including every insurable
interest therein or in the use thereof, or profit or income
therefrom, or legal liability therefor, but not to include injury
to the person.
2. To insure vessels, craft, cars, aircraft, automobiles
and other vehicles, whether operated on or under water or land or
in the air, in any place or situation, and whether complete, or
in process of, or awaiting construction; also all goods,
freights, cargoes, merchandise, effects, disbursements, profits,
money, bullion, precious stones, securities, chooses in action,
evidences of debt, including money loaned on bottomry or
respondentia, valuable papers, and all other kinds of property
and interest therein, including liabilities and liens of every
description, in respect to any and all risks and perils while in
course of navigation, transit, travel or transportation on or
under any seas or other waters, on land, in the air, or while in
preparation for or while awaiting the same, or during any delays,
storage, transshipment or reshipment incident thereto, including
builders' risks, war risks, and for loss of or damage to property
or injury or death of any person, whether legal liability results
therefrom or not, during, awaiting, or arising out of navigation,
transit, travel, transportation, or the construction or repair of
vessels.
3. To guarantee the fidelity of persons in positions of
trusts, private or public, and to act as surety on official bonds
and for the performance of other obligations, and to insure
against loss through wrongful conversion, concealment, and
disposal of personal property.
4. To insure against loss or damage to property of the
assured, or loss or damage to the life, person, or property of
another for which the assured is liable, caused by the explosion
of steam boilers.
5. To insure any person against bodily injury or death by
accident, or any person, firm, or corporation against loss or
damage on account of the bodily injury or death by accident of
any person for which loss or damage said person, firm, or
corporation is responsible.
6. To insure against the breakage of plate glass, local or
in transit.
7. To insure against loss or damage by water or steam to
any goods or premises, arising from leakage of sprinklers and
water pipes, plumbing, leaking roofs, heating systems, and other
similar causes.
8. To insure against loss or damage to property arising
from accidents to elevators, bicycles, and vehicles, including
aircraft, except rolling stock of railways.
9. To carry on the business commonly known as credit
insurance or guaranty, either by agreeing to purchase
uncollectible debts or otherwise to insure against loss or damage
from the failure of persons indebted to the assured to meet their
liabilities.
10. To carry on the business commonly known as health
insurance.
11. To insure against loss or damage by bombardment,
invasion, insurrection, riot, civil war, or commotion, military,
or usurped power.
12. To insure against loss or damage by insects or disease
to farm crops or products, and loss of rental value of land
producing such crops or products.
13. To insure against loss or damage of personal property,
local or in transit.
14. To provide any and all other types of insurance
permitted by law.
15. To enter into reinsurance agreements of all kinds with
other insurance companies, to reinsure its own insurance risks of
all types with other insurance companies and to reinsure the
insurance risks of other insurance companies.
16. To provide coverage for an employer's liability for
injuries, disability or death to persons in their employment,
without regard to fault, as prescribed by state workers'
compensation laws.
17. Without limiting the generality of the foregoing powers
and purposes, to do every other thing or act permitted by law.
ARTICLE IV
AUTHORIZED STOCK
The authorized amount of capital stock of the corporation
shall be one hundred million (100,000,000) shares of common stock
of the par value of One Dollar ($1.00) per share.
ARTICLE V
REQUIRED CAPITAL
No insurance policies shall be issued until the corporation
shall have met capital and surplus statutory requirements and
shall have obtained a license to engage in business issued by the
Commissioner of Insurance of the State of Mississippi.
ARTICLE VI
LIMITATION OF LIABILITY
No director shall be liable to the corporation or its
shareholders for money damages for any action taken, or any
failure to take any action, as a director, except liability for:
(i) The amount of a financial benefit received by a
director to which he is not entitled;
(ii) An intentional infliction of harm on the
corporation or the shareholders;
(iii) A violation of Section 79-4-8.33 of the
Mississippi Code of 1972, as amended, or any successor
section thereto; or
(iv) An intentional violation of criminal law.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The address of the corporation's initial registered office
is 633 North State Street, Jackson, Mississippi 39202, and the
name of its initial registered agent at such address is David L.
Martin. The home office of the corporation shall be located in
Jackson, Hinds County, Mississippi.
ARTICLE VIII
NAMES OF CORPORATORS
The name and address of each proposed incorporator is:
NAME ADDRESS
S. H. Barret, Jr. P. O. Box 718
Belzoni, MS 39038
Bruce J. Brumfield P. O. Box 165
Inverness, MS 38753
William L. Kennedy P. O. Box 264
Inverness, MS 38753
David L. Martin P. O. Box 427
Jackson, MS 39205
Chip Morgan P. O. Box 257
Stoneville, MS 38776
Merlin Richardson P. O. Box 220
Rolling Fork, MS 39159
W. T. Robertson P. O. Box 95
Holly Ridge, MS 38749
Harry E. Vickery P. O. Box 5037
Greenville, MS 38704
David R. White P. O. Drawer 14067
Jackson, MS 39236
Aven Whittington Rt. 3, Box 65
Greenwood, MS 38930
William F. Winter P. O. Box 427
Jackson, MS 39205
IN WITNESS WHEREOF, we hereunto affix our signatures as of
the 2nd day of December, 1996.
/S/ /S/
S. H. Barret, Jr. W. T. Robertson
/S/ /S/
Bruce J. Brumfield Harry E. Vickery
/S/ /S/
William L. Kennedy David R. White
/S/ /S/
David L. Martin Aven Whittington, Jr.
/S/ /S/
Chip Morgan William F. Winter
/S/
Merlin Richardson