Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
HORACE MANN EDUCATORS CORPORATION
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We, Louis G. Lower II, President, and Ann M. Caparros, Corporate Secretary
of Horace Mann Educators Corporation, a corporation duly organized and existing
under the laws of the State of Delaware as Horace Mann Educators Corporation and
having its original Certificate of Incorporation filed with the Secretary of
State on the 7/th/ day of February 1968, do hereby declare that this Restated
Certificate of Incorporation was duly adopted at a meeting of the Board of
Directors held on May 29, 2003, in accordance with Section 245(c) of the General
Corporation Law of Delaware and that this restated certificate only restates and
integrates and does not further amend the Corporation's Certificate of
Incorporation as theretofore amended or supplemented and there is no discrepancy
between the provisions of the Corporation's Certificate of Incorporation as
theretofore amended or supplemented and the provisions of the Restated
Certificate of Incorporation.
FIRST. The name of the Corporation is
HORACE MANN EDUCATORS CORPORATION.
SECOND. The address of its registered office in the State of Delaware
is 2711 Centerville Road Suite 400, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is Corporation Service
Company.
THIRD. The nature of the business or purposes to be conducted or
promoted is:
To acquire by purchase, subscription or otherwise, and to own,
hold, sell, negotiate, assign, hypothecate, deal in, exchange,
transfer, mortgage, pledge or otherwise dispose of alone or in
syndicate or otherwise in conjunction with others: any shares of the
capital stock, script, rights, participating certificates,
certificates of interest, or any voting trust certificates in respect
of the shares of capital stock of or any bonds, mortgages, securities,
evidences of indebtedness, acceptances, commercial paper, choses in
action and obligations of every kind and description (all of the
foregoing being hereinafter sometimes call securities) issued or
created by any public, quasi-public or private corporation, joint
stock company, association, partnership, common law trust, firm or
individual, or of any combinations, organizations or entities
whatsoever irrespective of their forms or the names by which they may
be described, or of the Government of the United States of America or
any foreign government, or of any state, territory, municipality or
other political subdivision, or of any governmental agency; and to
issue in exchange therefore, in the manner permitted by law, shares of
the capital stock, bonds or other obligations of the Corporation; and
while the holder or
owners of any such securities, to possess and exercise in respect
thereof any and all rights, powers and privileges of ownership,
including the right to vote thereon; and, to the extent now or
hereafter permitted by law, to aid by loan, guarantee or otherwise
those issuing, creating or responsible for any such securities; and to
do any and all lawful things designed to protect, preserve, improve or
enhance the value of any such securities.
To conduct any lawful business, to exercise any lawful purpose
and power, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.
In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of Delaware or by
any other law of Delaware or by this Certificate of Incorporation
together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the Corporation.
FOURTH. The total number of shares which the Corporation shall have
authority to issue is seventy-six million (76,000,000), consisting of:
(a) 75,000,000 shares of common stock, par value $0.001 per share (the
"Common Stock");
(b) 1,000,000 shares of Preferred Stock, par value $0.001 per share
("Preferred Stock"). The Preferred Stock may be issued from time to time in
one or more series. The Board of Directors of the Corporation is hereby
vested with authority to fix by resolution or resolutions the designations
and the powers, preferences and relative participation, optional or other
special rights, and qualifications, limitations or restrictions thereof,
including without limitation the dividend rate, conversion or exchange
rights, redemption price and liquidation preference, of any series of the
Preferred Stock, and to fix the number of shares constituting any such
series, and to increase or decrease the number of shares of any such series
(but not below the number of shares thereof outstanding). In case the
number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to
the adoption of the resolution or resolutions originally fixing the number
of shares of such series.
FIFTH. Each share of Common Stock shall entitle the holder thereof to
one vote, in person or by proxy, at any and all meeting of the Stockholders of
the Corporation, on all propositions before such meetings.
In all elections for Directors, every Stockholder shall have the right to
one vote for each share of stock owned by that stockholder and that stockholder
can cast his or her votes in person or by proxy for as many persons as there are
Directors to be elected.
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All other preferences and rights, and the qualifications, limitations or
restrictions in respect to each class of stock shall be as stated in the By-laws
and on the back of the certificates of such class of stock.
SIXTH. The name and mailing address of the incorporator are Alexander
Polikoff, 231 South LaSalle Street, Chicago, Illinois.
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the By-laws of the Corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation.
To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
To designate one or more committees, by resolution of a majority of
the whole Board, each committee to consist of two or more of the Directors
of the Corporation. The Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee
shall have and may exercise such powers as are provided for in the
resolution creating the same or in the By-laws of the Corporation, and may
authorize the seal of the Corporation to be impressed on all papers which
may require it.
EIGHTH. To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a Director of
this Corporation shall not be liable to the Corporation or its Stockholders for
monetary damages for breach of fiduciary duty as a Director.
Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a Director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such repeal or
modification.
NINTH. The Corporation shall indemnify each Director, Officer,
employee or agent of the Corporation and each person who is or was serving at
the request of the Corporation as a Director, Officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise in
the manner and to the extent provided in the By-laws of the Corporation as the
same may be amended from time to time.
TENTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its Stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or
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Stockholder thereof, or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the Stockholders or class of Stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the Stockholders or class of
Stockholders of this Corporation, as the case may be agree to any compromise or
arrangement, and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made be binding on all the creditors or class of creditors and/or on
all the Stockholders or class of Stockholders, of this Corporation, as the case
may be, and also on this Corporation.
ELEVENTH. Meetings of Stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-laws of the Corporation.
TWELFTH. In the absence of fraud, no contract or transaction between the
Corporation and any other corporation shall be void or voidable solely because
one or more of the Directors of the Corporation has a pecuniary or other
interest in, or is an officer or director of, the other corporation. Any
Director of the Corporation, either individually or as a member of any firm or
association, may have a pecuniary or other interest in any contract or
transaction of the corporation; and any such Director who is also a director of
such corporation, or who has an interest in such contract or transaction, may be
counted in determining the existence of a quorum at any meeting of the Board or
of any Committee meeting of the Corporation, which authorized said contract or
transaction, and may vote to authorize the contract or transaction so long as:
1. The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the
Board or the Committee, and the Board or Committee, in good faith
authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or
2. The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
3. The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board,
Committee or Stockholders.
Any contract, transaction or act of the Corporation of the
Directors or of any Committee which shall be ratified by a majority of
a quorum of the
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Stockholders having voting powers at any annual meeting, or at any
special meeting called for such purpose, shall, so far as permitted by
law and by this Certificate of Incorporation, be as valid and as
binding as though ratified by every Stockholder of the Corporation.
THIRTEENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, provided, however, that Article
FIFTH may be amended only upon the affirmative vote of the holders of not less
than seventy-five percent (75%) of the Common Stock, and all rights conferred
upon Stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned have executed this Restated Certificate
of Incorporation on this 20/th/ day of June, 2003.
By: /s/ Louis G. Lower
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Louis G. Lower II, President
By: /s/ Ann M. Caparros
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Ann M. Caparros, Corporate Secretary
STATE OF ILLINOIS )
) SS.
COUNTY OF SANGAMON )
On this 20/th/ day of June, 2003, before me, a notary public in and for
said County and State, personally appeared Louis G. Lower II, President, and Ann
M. Caparros, Corporate Secretary, known to me to be the persons whose names are
subscribed to the foregoing instrument, and acknowledged to me that they
executed the same.
Linea K. Nelson
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(Notary Seal) Notary Public
My commission expires September 5, 2004.
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