EXHIBIT 4.1
ARTICLES OF INCORPORATION OF UNITED FIRE & CASUALTY COMPANY
THIRD AMENDED AND SUBSTITUTED
ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
ARTICLE I
NAME
The name of this corporation shall be UNITED FIRE & CASUALTY COMPANY.
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
The principal place of business of this corporation shall be at Cedar
Rapids, in the County of Linn, State of Iowa.
ARTICLE III
CORPORATE PERIOD
The corporate period of this corporation began on the date of the issuance
of a Certificate of Incorporation, to-wit: January 2, 1946. It shall have
perpetual existence from said date unless and until dissolved by the vote of
two-thirds (2/3) of the voting stock outstanding and entitled to vote at any
annual meeting of the Stockholders or at any special meeting called for that
Purpose.
ARTICLE IV
OBJECTS, PURPOSES, AND GENERAL
NATURE OF BUSINESS
SECTION 1. GENERAL NATURE OF BUSINESS. The general nature of the business
of this corporation shall be that of insurance and reinsurance business on the
stock plan, and it shall operate as a stock company as authorized by Chapter 515
of the Code of Iowa, 1977, as amended, with all the rights, powers and
privileges granted by Chapter 515 or Chapter 491 of the Code of Iowa, 1977, as
amended, or which may now or hereafter be conferred upon such corporations by
law.
SECTION 2. OBJECTS AND PURPOSES. Without in any manner limiting the
rights, powers and privileges conferred by law, the objects and purposes of this
corporation shall be that of conducting and carrying on insurance and
reinsurance business of the kinds specified in Section 515.48 of the Code of
Iowa, 1977, as heretofore or hereafter amended, and the insuring of any
additional risk not specifically included within any of the classes specifically
described in said Section and which is a proper subject of insurance, is not
prohibited by law, or contrary to sound public policy and which is approved by
the Iowa Commissioner of Insurance in the manner as provided in said Section,
provided, however, that the authority of this corporation to insure certain
risks specified in Section 515.48, Code of Iowa, 1977, as amended, is limited in
the respects provided in Section 515.49 of said Code.
ARTICLE V
CAPITAL STOCK
SECTION 1. AUTHORIZED CAPITAL STOCK. The authorized capital stock of this
corporation is Six Million Six Hundred Sixty-six Thousand Six Hundred Sixty-six
Dollars and Two-thirds Cents divided into
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two million (2,000,000) shares of Common Stock of the par value of Three
Dollars Thirty-three and One-third Cents per share, of which authorized
shares there are presently issued and outstanding eight hundred forty-seven
thousand six hundred sixty-five (847,665) shares.
SECTION 2. PREEMPTIVE RIGHTS DENIED. No holder of the Common Stock shall
be entitled as such, as a matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration.
SECTION 3. VOTING RIGHTS. Each share of Common Stock shall entitle the
holder thereof to one vote upon all matters as to which a vote of the
Stockholders is to be taken at any annual or special meeting of Stockholders.
SECTION 4. CLOSING TRANSFER BOOKS -- RECORD DATE. For the purpose of
determining Stockholders entitled to notice of, or to vote at, any meeting of
Stockholders, or any adjournment thereof, or entitled to receive payment of any
dividends, or in order to make a determination of Stockholders for any other
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period, not exceeding fifty (50) days. If the stock
transfer books shall be closed for such purpose, such books shall be closed for
at least ten (10) days immediately preceding such meeting.
For the purpose of determining stockholders entitled to vote at a meeting
of stockholders or to receive dividends or for other proper purposes, the Bylaws
may provide or, in the absence of an applicable Bylaw, the Directors may fix, in
lieu of the closing of the stock transfer books, the record date for any such
determination of stockholders, which record date shall be, in any case, not more
than fifty (50) days and, in case of a meeting of stockholders, not less than
ten (10) days prior to the date upon which the particular action requiring such
determination of stockholders is to be taken. If the stock record books are not
closed and no record date is fixed, the record date shall be the date ten (10)
days after the mailing of the notice of the stockholders meeting or after the
declaration of the dividend, as the case may be. When a determination of
Stockholders entitled to vote at any meeting of Stockholders has been made as
herein provided, such determination shall apply to any adjournment thereof.
SECTION 5. DIVIDENDS. Out of any earned surplus or net profits or other
fund legally available for the declaration of dividends of this corporation
after making such provision, if any, as the Board of Directors may deem
necessary for working capital, dividends may be declared and paid upon Common
Stock, share and share alike.
SECTION 6. QUORUM. A majority of the Common Stock outstanding represented
in person or by written proxy shall constitute a quorum for the transaction of
business.
SECTION 7. TRANSFER OF STOCK. All shares of stock shall be transferable
but only by assignment in writing, and such assignment shall not be complete as
against the corporation until entered upon the records of the corporation.
SECTION 8. ISSUANCE ONLY FOR CASH OR PROPERTY. No stock shall be issued
until the corporation has received the payment in full therefor in cash or
property, provided, however, that when stock is to be issued for anything other
than money such issue of stock must be approved by the Insurance Commissioner of
the State of Iowa, as provided in Sections 492.6 and 492.7 of the Code of Iowa,
1977. Without action by or consent of the Stockholders, the Board of Directors
may issue all or so
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much of the authorized Common Stock for such consideration as it shall
determine, but not less than par value thereof, and any and all such stock so
issued, when the consideration therefor as so fixed by said Board has been
fully paid or delivered, shall be fully paid stock and not liable to any
further call or assessment.
SECTION 9. INCREASE OF CAPITAL. Subject to the limitations and
restrictions hereinbefore provided for, the capital stock hereby authorized may
be increased by a vote of two-thirds (2/3) of the Common Stock of the
corporation then issued and outstanding.
ARTICLE VI
STOCKHOLDERS' MEETINGS
SECTION 1. ELECTION AND COMPOSITION OF BOARD OF DIRECTORS.
(a) ELECTION BY SHAREHOLDERS. The business and affairs of this
corporation shall be conducted by a Board of Directors consisting of not less
than nine (9) nor more than fifteen (15) members, to be elected by the
stockholders in the manner hereinafter provided.
(b) NUMBER FIXED BY BOARD. At least fifteen (15) days prior to each
annual meeting of the stockholders the Board of Directors shall fix the number
of directors which shall comprise the Board of Directors for the ensuing year
and give notice thereof to stockholders. If the number of directors of the
class to be elected by the stockholders at the meeting following the fixing of
such number by the Board is increased over the number of such class elected at
the last election of such class by the shareholders, then each other class of
directors shall be increased by the same number and the additional directors of
each such other class shall be elected by the Board to hold office from the time
of the stockholders annual meeting until the expiration of the term of the class
to which they are elected. If the Board of Directors fails to fix the number of
directors which shall comprise the Board of Directors for the ensuing year or
fails to give the notice herein prescribed to the stockholders, then the number
of directors to be elected at the next annual meeting to comprise the class to
be elected at such meeting shall be the same number of directors that was
elected at the last prior election of such class.
(c) CLASSES OF DIRECTORS. The Board of Directors shall be divided into
classes to be designated Class A, Class B and Class C respectively. At the
first election to be held immediately following the adoption of these Articles
and their becoming effective four (4) Class A Directors shall be elected for a
term of three (3) years, three (3) Class B Directors for a term of two (2)
years, and three (3) Class C Directors for a term of one (1) year. In
nominating directors for election at such first election, the nominees shall be
designated as to class. After such first annual election only one class shall
be elected at each annual meeting of stockholders, each class to be elected for
a term of three years.
(d) PROPORTIONATE REPRESENTATION. The holder or holders, jointly or
severally, of not less than one-fifth but less than a majority of the shares of
the Common Stock of the corporation shall be entitled to nominate Directors for
election at the annual Stockholders meeting. In the event such nomination is
made there shall be elected, to the extent that the total number to be elected
by Common Stockholders is divisible, such proportionate number from the persons
so nominated as the shares of stock held by persons making such nominations bear
to the whole number of shares issued; provided, the holder or holders of the
minority shares of stock shall only be shall be held on year unless such meeting
shall be entitled to one-fifth (disregarding fractions) of the total number of
Directors to be elected by the Common Stockholders for each one-fifth of the
entire capital stock of such corporation
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so held by them; and provided further that this Section shall not be
construed to prevent the holders of a majority of the stock of the
corporation from electing the majority of the Directors to be elected by the
Common Stockholders.
(e) VACANCIES. Vacancies in the Board of Directors occurring between
annual meetings may be filled by the Board of Directors for the remainder of the
unexpired term of the Director whose office is vacated.
SECTION 2. STOCKHOLDERS' MEETINGS.
(a) ANNUAL MEETINGS. The annual meeting of the Stockholders shall be held
on the third Wednesday in the month of May in each year unless such day shall be
a legal holiday, in which case said meeting shall be held on the day following.
(b) SPECIAL MEETINGS. Special meetings of the Stockholders may be called
at any time by the President upon giving notice as herein provided, and shall be
called by him upon the written request of Stockholders representing at least
fifty-one percent (51%) of the total Common Stock outstanding. In the event of
the President's failure or refusal to issue a call upon such request, the
Stockholders representing at least fifty-one percent (51%) of the total stock
outstanding may join in issuing a call to Stockholders for a special meeting.
(c) NOTICES AND CALLS OF REGULAR AND SPECIAL MEETINGS. All calls or
requests for regular or special Stockholders' meetings shall state what business
is to be presented at the meeting, shall be in writing, and shall be made by the
President of the corporation or under the signature of the owners of at least
fifty-one percent (51%) of the total stock outstanding, giving ten (10) days
written notice in person or by United States mail addressed to the Stockholders
of record, which notice shall be considered given when addressed and mailed to
the addressee at the address, as shown by the records of the corporation, of the
person, firm or corporation appearing of record as a Stockholder.
SECTION 3. PLACE OF MEETINGS. All meetings of the Stockholders shall be
held at the office of the corporation in Cedar Rapids, Iowa.
SECTION 4. AMENDMENTS CHANGING SECTION 1 OF THIS ARTICLE VI. Any
amendment changing any of the provisions of Section 1 of this Article VI shall
require the affirmative vote of two-thirds (2/3) of the Common Stock of the
corporation issued and outstanding.
ARTICLE VII
BOARD OF DIRECTORS AND OFFICERS
SECTION 1. TERM OF OFFICE OF MEMBERS OF BOARD. The Directors elected by
the Stockholders or Directors appointed to fill a vacancy shall serve until
their successors have been elected and qualify.
SECTION 2. OFFICERS. The Board of Directors shall meet annually
immediately following the annual meeting of the Stockholders. The Board of
Directors shall elect a President, one or more Vice Presidents, a Secretary, and
a Treasurer, and such other officials, including an Executive Committee, as they
may determine or as may be provided by the Bylaws of this corporation. Any
person may hold one or more offices at the same time. No officer of the
corporation need be a Stockholder or a Director except the President.
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SECTION 3. DIRECTOR'S QUALIFICATION. Every Director shall be a
Stockholder, and if any Director shall sell or transfer his stock in this
corporation, such Director shall at once cease to be a Director.
SECTION 4. SPECIAL POWERS OF BOARD. The Board of Directors may adopt,
alter or repeal the Bylaws of the corporation and may generally do any act or
thing deemed necessary for the conduct and management of the business of the
corporation, subject only to the limitations imposed by law or by these
Articles, including, without being limited thereto, the power to qualify the
corporation for the transaction of business anywhere in the United States and
Canada if it shall conclude that it is to the best interests of the corporation
to do so, and shall be authorized to take whatever action may be necessary in
the premises, and in the event an Executive Committee is elected, said Board may
vest said Executive Committee with the right to exercise any or all of the
powers of Directors when the said Board is not in session, excepting the power
to adopt, amend or alter Bylaws or fill vacancies on the Board of Directors or
officers.
SECTION 5. QUORUM OF BOARD. A majority of the Board of Directors shall
constitute a quorum for the transaction of business.
SECTION 6. GENERAL POWERS OF OFFICERS. The officers elected by the Board
of Directors shall have such power, perform such duties and shall be entitled to
such compensation as may be prescribed by the Board of Directors, and the Board
shall have the right to remove any officer with or without cause and to fill
vacancies in office by a majority vote at a Directors' meeting.
SECTION 7. PRESENT DIRECTORS. The following persons were duly elected as
Directors of the corporation at the last annual meeting of the Stockholders,
they are now serving as such, and their terms of office will continue until
their successors have been elected and have qualified, to-wit:
Scott McIntyre, Jr. Lyman T. Evans
Balz Kamm, Jr. C. J. Lynch
Theodore H. Lundt R. W. Courson
Roy L. Ewen Gerald D. Seidl
James T. Brophy W. H. Horner
SECTION 8. PRESENT OFFICERS. At the last annual meeting of the Board of
Directors the following persons were elected to the offices set opposite their
respective names, which offices they now hold pursuant to their said election
and qualification:
Scott McIntyre, Jr. President and Treasurer
Wallace H. Horner Vice President - Claims
Roy L. Ewen Vice President - Underwriting
Richard J. Ehlinger Vice President - Surety & Fidelity
Harold A. Hagen Vice President - Marketing
Glen H. Smith, Jr. Secretary
Maynard L. Hansen Assistant Secretary
John R. Cruise Assistant Secretary
SECTION 9. INDEMNIFICATION OF OFFICER. The corporation shall indemnify
its officers and Directors against expenses actually and necessarily incurred in
connection with the defense of any action, suit or proceedings. in which such
officer or Director is made a party by reason of his having been or being an
officer or Director of the corporation, except in relation to matters as to
which he shall be adjudged in such action, suit or proceedings to be liable for
misfeasance in the performance of his
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duties as such officer or Director; such right of indemnification shall not
be deemed exclusive of any other right to which he may be entitled under any
Bylaw, agreement, action of Directors, or otherwise.
ARTICLE VIII
STOCKHOLDER'S PRIVATE PROPERTY EXEMPT
FROM CORPORATE DEBTS
The private property of the Stockholders of this corporation shall not be
liable for corporate debts and this Article shall not be amended or changed
except by the unanimous consent of all the Stockholders of the corporation in
writing.
ARTICLE IX
EXECUTION OF WRITTEN INSTRUMENTS
All deeds, mortgages, conveyances and contracts relating to real property
of the corporation shall be signed on behalf of this corporation by its
President, or one of its Vice Presidents, and countersigned by its Secretary, or
one of its Assistant Secretaries. All notes, bonds, stock certificates, or
other contracts or evidences of indebtedness and all releases and assignments
shall be signed by the President, or one of its Vice Presidents, and
countersigned by its Secretary, or one of its Assistant Secretaries. All
releases of mortgage liens, liens, judgments or other claims that are required
by law to be made of record shall-be executed on behalf of the corporation by
the President, or any one of its Vice Presidents, or the Secretary, or Treasurer
of the corporation.
ARTICLE X
CORPORATE SEAL
This corporation shall have a corporate seal upon which shall be inscribed
"UNITED FIRE & CASUALTY COMPANY, CEDAR RAPIDS, IOWA, CORPORATE SEAL."
ARTICLE XI
MERGER, CONSOLIDATION OR SALE OF ALL ASSETS
The affirmative vote of two-thirds (2/3) of all outstanding shares of this
corporation shall be required to approve any plan of merger, consolidation, or
sale or exchange of all or substantially all of the assets of this corporation.
If any shares of this corporation are held by or for any corporation with which
this corporation is to be merged or consolidated or to which the assets are to
be sold or exchanged, or by any person, firm, or corporation in control of or
controlled by any such corporation, then the favorable vote of two-thirds (2/3)
of all other shares shall be required to approve such plan.
ARTICLE XII
AMENDMENTS
Except as otherwise provided herein or by law these Articles may be
amended at any annual meeting of the Stockholders or special meeting of
Stockholders called or that purpose by a vote of two-thirds (2/3) of the shares
of the corporation issued and outstanding.
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the Stockholders at
the above named meeting, we,
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the President and Secretary of said corporation, have executed this
instrument and do sign and acknowledge the same for and on behalf of said
corporation this 31st day of May, 1978.
/s/ Scott McIntyre, Jr.
-------------------------------------------------
President
/s/ Glen H. Smith, Jr.
-------------------------------------------------
Secretary
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 31st day of May, 1978, before me, the undersigned,
a Notary Public in and for the State of Iowa, personally appeared Scott
McIntyre, Jr., and Glen H. Smith, Jr., each of whom to me is personally known,
and each of whom by me being severally sworn, on oath for himself did say that
Scott McIntyre, Jr., is President and Glen H. Smith, Jr., is Secretary of United
Fire & Casualty Company, and that the Seal affixed to the foregoing instrument
is the seal of said corporation, and that the foregoing Third Amended and
Substituted Articles of Incorporation were signed and sealed on behalf of said
corporation pursuant to the action taken by the Stockholders of said corporation
at a meeting of said Stockholders, duly and legally called and held, and the
said Scott McIntyre, Jr., as President and the said Glen H. Smith, Jr., as
Secretary did severally acknowledge the execution of said instrument to be the
voluntary act and deed of said corporation, by it voluntarily executed.
/s/ Richard J. Ehlinger
-----------------------------------
Notary Public in and for Linn
County, State of Iowa
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CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Glen H. Smith, Jr., do hereby certify that I am the duly elected and
qualified Secretary and keeper of the records and corporate seal of United Fire
& Casualty Company, a corporation organized and existing under the laws of the
State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
17, 1978, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that the Third Amended and Substituted Articles of
Incorporation of United Fire & Casualty Company as approved by the Board of
Directors of this Corporation for action of the stockholders at this meeting be
adopted as the Articles of Incorporation of this corporation.
RESOLVED FURTHER, that the President and Secretary, or either of them, be
and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said Third Amended and Substituted
Articles of Incorporation and do all things requisite or necessary to make the
same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
31st day of May, 1978.
/s/ Glen H. Smith, Jr.
-----------------------------------
Secretary
CERTIFICATE OF APPROVAL
The foregoing Third Amended and Substituted Articles of Incorporation of
United Fire & Casualty Company have been examined and found to be in accordance
with the provisions of Chapter 515, Code of Iowa, 1977, the laws of the United
States and the Constitution and laws of the State of Iowa.
Dated this 27th, day of June, 1978.
RICHARD C. TURNER
Attorney General
/s/ Glen H. Smith, Jr.
----------------------------------
BRUCE W. FOUDREE
Assistant Attorney General
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FIRST AMENDMENT TO THE
THIRD AMENDED AND
SUBSTITUTED ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That at the annual meeting of the stockholders of United Fire & Casualty
Company, a corporation duly organized and existing under the laws of the State
of Iowa, duly called and held at the office of the corporation in Cedar Rapids,
Iowa, pursuant to notice thereof, on the 19th day of May, 1982, at 10:00 A.M.,
the First Amendment to the Third Amended and Substituted Articles of
Incorporation as hereinafter set out was adopted by the following vote of
stockholders:
Total Shares Total Present Percent
Common Stock or Represented Total Voting Total Voting
Outstanding at Meeting in Favor of In Favor
----------- --------------- ------------- -------------
1,764,809 1,552,605 1,552,317 87.96
That the amendment so adopted is as follows:
BE IT RESOLVED THAT the Third Amended and Substituted Articles of
Incorporation be amended as follows:
"Article V, Section 1. is amended to read: The authorized capital
stock of this Corporation is Sixteen Million Six Hundred Sixty-six
Thousand Six Hundred Sixty-six Dollars and Two-thirds Cents divided
into five million (5,000,000) shares of common stock of the par value
of Three Dollars Thirty-three and one-third Cents per share, of which
authorized shares there are presently issued and outstanding one
million seven hundred sixty-one thousand eight hundred sixty
(1,761,860) shares."
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the stockholders at
the above meeting, we, the President and Secretary of said Corporation, have
executed this instrument and do sign and acknowledge the same for and on behalf
of said Corporation this 27th day of May, 1982.
/s/ Scott McIntyre, Jr.
------------------------------------------
Scott McIntyre, Jr., President
/s/ Glen H. Smith, Jr.
------------------------------------------
Glen H. Smith, Jr., Secretary
UNITED FIRE & CASUALTY COMPANY
STATE OF IOWA )
) ss:
COUNTY OF LINN )
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On this 27th day of May, 1982, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Scott McIntyre, Jr., and Glen
H. Smith, Jr., each of whom to me is personally known, and each of whom by me
being severally sworn, on oath for himself did say that Scott McIntyre, Jr., is
President and Glen H. Smith, Jr., is Secretary of United Fire & Casualty
Company, and that the seal affixed to the foregoing instrument is the seal of
said corporation, and that the foregoing First Amendment to the Third Amended
and Substituted Articles of Incorporation was signed and sealed on behalf of
said corporation pursuant to the action taken by the Stockholders of said
corporation at a meeting of said Stockholders, duly and legally called and held,
and the said Scott McIntyre, Jr., as President and the said Glen H. Smith, Jr.,
as Secretary did severally acknowledge the execution of said instrument to be
the voluntary act and deed of said corporation, by it voluntarily executed.
/s/ Shona Frese
------------------------------------------
Notary Public in and for Linn County,
State of Iowa
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CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Glen H. Smith, Jr., do hereby certify that I am the duly elected
and qualified Secretary and keeper of the records and corporate seal of United
Fire & Casualty Company, a corporation organized and existing under the laws of
the State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
19, 1982, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that Article V, Section 1 be amended to read:
Section 1. AUTHORIZED CAPITAL STOCK. The authorized capital stock of this
corporation is sixteen million, six hundred sixty-six thousand, six hundred
sixty-six dollars and two-thirds cents divided into five million (5,000,000)
shares of common stock of the par value of three dollars thirty-three and one-
third cents per share of which authorized shares there are presently issued and
outstanding one million, seven hundred sixty-one thousand, eight hundred sixty
(1,761,860) shares.
RESOLVED FURTHER, that the President and Secretary, or either of them,
be and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said First Amendment to the Third
Amended and Substituted Articles of Incorporation and do all things requisite or
necessary to make same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
27th day of May, 1982.
/s/ Glen H. Smith, Jr.
CERTIFICATE OF APPROVAL
The foregoing First Amendment to the Third Amended and
Substituted Articles of Incorporation of United Fire and
Casualty Company is approved as being in accordance with
Title XX of the Iowa Code, the laws of the United States,
and the Constitution and laws of the state.
Dated this 4th day of June, 1982.
THOMAS J. MILLER
Attorney General
/s/ Fred M. Haskins
------------------------------------------
BY: FRED M. HASKINS
Assistant Attorney General
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SECOND AMENDMENT TO THE
THIRD AMENDED AND
SUBSTITUTED ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That at the annual meeting of the stockholders of United Fire & Casualty
Company, a corporation duly organized and existing under the laws of the State
of Iowa, duly called and held at the office of the corporation in Cedar Rapids,
Iowa, pursuant to notice thereof, on the 18th day of May, 1988, at 10:00 A.M.,
the Second Amendment to the Third Amended and Substituted Articles of
Incorporation as hereinafter set out was adopted by the following vote of
stockholders:
Total Shares Total Present Percent
Common Stock or Represented Total Voting Total Voting
Outstanding at Meeting in Favor of In Favor
------------ -------------- ------------ ------------
3,363,841 3,055,165 3,031,026 90.11%
That the amendment so adopted is as follows:
BE IT RESOLVED THAT the Third Amended and Substituted Articles of
Incorporation be amended as follows:
"Article VII, Section 9. Indemnification of Directors is amended to
read: 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, 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 law, (iii)
under Iowa Code Section 496A.44 or 491.41, (iv) for any transaction
from which the director derived an improper personal benefit or (v)
for an act or omission occurring prior to the date when this provision
becomes effective. If the Iowa Business Corporation Act, Iowa Code
Chapter 496A or 491 is amended after approval by the shareholders of
this article 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 or former director of the corporation for
acts, errors or omissions occurring prior to the date of repeal or
modification."
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IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the stockholders at
the above meeting, we, the President and Secretary of said Corporation, have
executed this instrument and do sign and acknowledge the same for and on behalf
of said Corporation this 21st day of June, 1988.
/s/ Scott McIntyre, Jr.
------------------------------------------
Scott McIntyre, Jr., President
/s/ Mary D. Schoop
------------------------------------------
Mary D. Schoop, Secretary
UNITED FIRE & CASUALTY COMPANY
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 21st day of June, 1988, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Scott McIntyre, Jr., and Mary
D. Schoop, each of whom to me is personally known, and each of whom by me being
severally sworn, on oath for himself/herself did say that Scott McIntyre, Jr.,
is President and Mary D. Schoop is Secretary of United Fire & Casualty Company,
and that the seal affixed to the foregoing instrument is the seal of said
corporation, and that the foregoing Second Amendment to the Third Amended and
Substituted Articles of Incorporation was signed and sealed on behalf of said
corporation pursuant to the action taken by the Stockholders of said corporation
at a meeting of said Stockholders, duly and legally called and held, and the
said Scott McIntyre, Jr., as President and the said Mary D. Schoop, as Secretary
did severally acknowledge the execution of said instrument to be the voluntary
act and deed of said corporation, by it voluntarily executed.
/s/ Shona Frese
------------------------------------------
Notary Public in and for Linn County,
State of Iowa
CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Mary D. Schoop, do hereby certify that I am the duly elected and
qualified Secretary and keeper of the records and corporate seal of United Fire
& Casualty Company, a corporation organized and existing under the laws of the
State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
18, 1988, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that Article VII, Section 9 be amended to read:
Section 9. INDEMNIFICATION OF DIRECTORS. 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,
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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 law,
(iii) under Iowa Code Section 496A.44 or 491.41, (iv) for any transaction
from which the director derived an improper personal benefit or (v) for an
act or omission occurring prior to the date when this provision becomes
effective. If the Iowa Business Corporation Act, Iowa Code Chapter 496A or
491 is amended after approval by the shareholders of this article 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 or former director of the corporation for acts, errors
or omissions occurring prior to the date of repeal or modification.
RESOLVED FURTHER, that the President and Secretary, or either of them,
be and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said Second Amendment to the Third
Amended and Substituted Articles of Incorporation and do all things requisite or
necessary to make same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
21st day of June, 1988.
/s/ Mary D. Schoop
------------------------------------------
Secretary
CERTIFICATE OF APPROVAL
The foregoing Second Amendment to the Third Amended and Substituted
Articles of Incorporation of United Fire and Casualty Company are
approved as being in accordance with Title XX of the Iowa Code, the
laws of the United States, and the Constitution and laws of the state.
Dated this 29th day of June, 1988.
THOMAS J. MILLER
Attorney General
/s/ Fred M. Haskins
------------------------------------------
BY: FRED M. HASKINS
Assistant Attorney General
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THIRD AMENDMENT TO THE
THIRD AMENDED AND
SUBSTITUTED ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That at the annual meeting of the stockholders of United Fire & Casualty
Company, a corporation duly organized and existing under the laws of the State
of Iowa, duly called and held at the office of the corporation in Cedar Rapids,
Iowa, pursuant to notice thereof, on the 20th day of May, 1992, at 10:00 A.M.,
the Third Amendment to the Third Amended and Substituted Articles of
Incorporation as hereinafter set out was adopted by the following vote of
stockholders:
Total Shares Total Present Percent
Common Stock or Represented Total Voting Total Voting
Outstanding at Meeting in Favor of In Favor
----------- --------------- ------------ ------------
3,209,111 2,637,421 2,513,002 78.31%
That the amendment so adopted is as follows:
BE IT RESOLVED THAT the Third Amended and Substituted Articles of
Incorporation be amended as follows:
"Article V, Section 1. is amended to read: The authorized capital
stock of this Corporation is Sixty-six Million Six Hundred Sixty-six
Thousand Six Hundred Sixty-six Dollars and Two-thirds Cents divided
into twenty million (20,000,000) shares of common stock of the par
value of Three Dollars Thirty-three and one-third Cents per share, of
which authorized shares there are presently issued and outstanding
three million two hundred nine thousand one hundred eleven (3,209,111)
shares."
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the stockholders at
the above meeting, we, the Chairman and Secretary of said Corporation, have
executed this instrument and do sign and acknowledge the same for and on behalf
of said Corporation this 26th day of May, 1992.
/s/ Scott McIntyre, Jr.
------------------------------------------
Scott McIntyre, Jr., Chairman
/s/ Mary D. Schoop
------------------------------------------
Mary D. Schoop, Secretary
UNITED FIRE & CASUALTY COMPANY
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STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 26th day of May, 1992, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Scott McIntyre, Jr., and Mary
D. Schoop, each of whom to me is personally known, and each of whom by me being
severally sworn, on oath for himself did say that Scott McIntyre, Jr., is
Chairman and Mary D. Schoop, is Secretary of United Fire & Casualty Company, and
that the seal affixed to the foregoing instrument is the seal of said
corporation, and that the foregoing Third Amendment to the Third Amended and
Substituted Articles of Incorporation was signed and sealed on behalf of said
corporation pursuant to the action taken by the Stockholders of said corporation
at a meeting of said Stockholders, duly and legally called and held, and the
said Scott McIntyre, Jr., as Chairman and the said Mary D. Schoop, as Secretary
did severally acknowledge the execution of said instrument to be the voluntary
act and deed of said corporation, by it voluntarily executed.
/s/ Lois M. Schuchmann
------------------------------------------
Notary Public in and for Linn County,
State of Iowa
-16-
CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Mary D. Schoop, do hereby certify that I am the duly elected and
qualified Secretary and keeper of the records and corporate seal of United Fire
& Casualty Company, a corporation organized and existing under the laws of the
State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
20, 1992, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that Article V, Section 1 be amended to read:
Section 1. AUTHORIZED CAPITAL STOCK. The authorized capital stock of this
Corporation is Sixty-six Million Six Hundred Sixty-six Thousand Six Hundred
Sixty-six Dollars and Two-thirds Cents divided into twenty million (20,000,000)
shares of common stock of the par value of Three Dollars Thirty-three and one-
third Cents per share, of which authorized shares there are presently issued and
outstanding three million two hundred nine thousand one hundred eleven
(3,209,111) shares.
RESOLVED FURTHER, that the Chairman and Secretary, or either of them,
be and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said Third Amendment to the Third
Amended and Substituted Articles of Incorporation and do all things requisite or
necessary to make same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
26th day of May, 1992.
/s/ Mary D. Schoop
------------------------------------------
Secretary
UNITED FIRE & CASUALTY COMPANY
CERTIFICATE OF APPROVAL
The foregoing Third Amendment to the Third Amended and Substituted
Articles of Incorporation of United Fire and Casualty Company is
approved as being in accordance with Title XX of the Iowa Code, the
laws of the United States, and the Constitution and laws of the state.
Dated this 3rd day of June, 1992.
BONNIE J. CAMPBELL
Attorney General of Iowa
By: /s/ Debra West
------------------------------------------
DEBRA WEST
Assistant Attorney General
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FOURTH AMENDMENT TO THE
THIRD AMENDED AND
SUBSTITUTED ARTICLES OF INCORPORATION
OF
UNITED FIRE & CASUALTY COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That at the annual meeting of the stockholders of United Fire & Casualty
Company, a corporation duly organized and existing under the laws of the State
of Iowa, duly called and held at the office of the corporation in Cedar Rapids,
Iowa, pursuant to notice thereof, on the 19th day of May, 1993, at 10:00 A.M.,
the Fourth Amendment to the Third Amended and Substituted Articles of
Incorporation as hereinafter set out was adopted by the following vote of
stockholders:
Total Shares Total Present Percent
Common Stock or Represented Total Voting Total Voting
Outstanding at Meeting in Favor of In Favor
------------ -------------- ------------ ------------
4,813,443 4,319,322 4,185, 814 86.96%
That the amendment so adopted is as follows:
BE IT RESOLVED THAT Article VII, Section 9, of the Second Amendment to
the Third Amended and Substituted Articles of Incorporation is deleted
and the following is substituted therefor:
"Article VII, Section 9. Personal Liability - Directors. 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, 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 law, (iii) under Iowa
Code Section 490.833, (iv) for any transaction from which the director
derived an improper personal benefit. If the Iowa Business
Corporation Act, Iowa Code Chapter 490 is amended after approval by
the shareholders of this article to authorize corporate action further
eliminating or limiting the personal liability of the 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 or former director of the corporation for
acts, errors or omissions occurring prior to the date of repeal or
modification."
IN WITNESS WHEREOF and in conformity with the directions given to us and
the authority conferred upon us by the Resolution adopted by the stockholders at
the above meeting, we, the Chairman and Secretary of said Corporation, have
executed this instrument and do sign and acknowledge the same for and on behalf
of said Corporation this 26th day of May, 1993.
/s/ Scott McIntyre, Jr.
------------------------------------------
Scott McIntyre, Jr., Chairman
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/s/ Mary D. Schoop
------------------------------------------
Mary D. Schoop, Secretary
UNITED FIRE & CASUALTY COMPANY
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 26th day of May, 1993, before me, the undersigned, a Notary Public
in and for the State of Iowa, personally appeared Scott McIntyre, Jr., and Mary
D. Schoop, each of whom to me is personally known, and each of whom by me being
severally sworn, on oath for himself did say that Scott McIntyre, Jr., is
Chairman and Mary D. Schoop is Secretary of United Fire & Casualty Company, and
that the seal affixed to the foregoing instrument is the seal of said
corporation, and that the foregoing Fourth Amendment to the Third Amended and
Substituted Articles of Incorporation was signed and sealed on behalf of said
corporation pursuant to the action taken by the Stockholders of said corporation
at a meeting of said Stockholders, duly and legally called and held, and the
said Scott McIntyre, Jr., as Chairman and the said Mary D. Schoop, as Secretary
did severally acknowledge the execution of said instrument to be the voluntary
act and deed of said corporation, by it voluntarily executed.
/s/ R. D Medroth
----------------------------------------
Notary Public in and for Linn County,
State of Iowa
-19-
CERTIFIED RESOLUTION OF ANNUAL MEETING OF STOCKHOLDERS
I, Mary D. Schoop, do hereby certify that I am the duly elected and
qualified Secretary and keeper of the records and corporate seal of United Fire
& Casualty Company, a corporation organized and existing under the laws of the
State of Iowa and that the following is a true and correct copy of a certain
resolution duly adopted at the Annual Meeting of the Common Stockholders on May
19, 1993, and held in accordance with the Articles of Incorporation and the By-
Laws of said corporation:
BE IT RESOLVED, that Article VII, Section 9, of the Second Amendment
to the Third Amended and Substituted Articles of Incorporation is deleted and
the following is substituted therefor: "Article VII, Section 9. Personal
Liability - Directors. 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, 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 law, (iii) under Iowa Code Section 490.833, (iv) for any
transaction from which the director derived an improper personal benefit. If
the Iowa Business Corporation Act, Iowa Code Chapter 490 is amended after
approval by the shareholders of this article to authorize corporate action
further eliminating or limiting the personal liability of the 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 or former director of the corporation for acts, errors
or omissions occurring prior to the date of repeal or modification."
RESOLVED FURTHER, that the Chairman and Secretary, or either of them,
be and they are hereby authorized to sign, acknowledge, execute, file, place of
record and publish as required by law the said Fourth Amendment to the Third
Amended and Substituted Articles of Incorporation and do all things requisite or
necessary to make same fully effective.
In Witness Whereof, I have hereunto affixed my name as Secretary, and
have caused the corporate seal of said corporation to be hereto affixed this
26th day of May, 1993.
/s/ Mary D. Schoop
------------------------------------------
Secretary
UNITED FIRE & CASUALTY COMPANY
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CERTIFICATE OF APPROVAL
The foregoing Fourth Amendment to the Third Amended and Substituted
Articles of Incorporation of United Fire and Casualty Company are
approved as being in accordance with Title XX of the Iowa Code, the
laws of the United States, and the Constitution and laws of the state.
Dated this 3rd day of June, 1993.
BONNIE J. CAMPBELL
Attorney General of Iowa
By: /s/ Debra West
-----------------------------
DEBRA WEST
Assistant Attorney General
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