Exhibit 3(i)
Articles of Amendment
to the
Amended and Restated Articles of Incorporation
of
Lincoln Benefit Life Company
Pursuant to the provisions of the Nebraska Business Corporation Act, the
undersigned, Lincoln Benefit Life Company (the "Company"), hereby amends its
Amended and Restated Articles of Incorporation as follows:
1. Name of the Company. The name of the Company is Lincoln Benefit Life
Company.
2. Amendment. The Amended and Restated Articles of Incorporation of the
Company are amended by revoking the current Article I, Section 2 and
adopting the following in substitution thereof:
Section 2. The principal office of the Company shall be located at
1221 N Street, Suite 200, Lincoln, Nebraska 68508.
3. Adoption of Amendment. The amendment contained in these Articles of
Amendment was unanimously adopted by the Board of Directors of the
Company on November 12, 2014 and adopted by the sole shareholder of the
Company by its written consent on January 21, 2015.
4. The number of common shares of the Company outstanding at the time of
such adoption was 25,000.
5. The number of common shares voted for such amendments was 25,000, and
the number of common shares voted against such amendments was zero (0).
6. The foregoing amendment was duly approved and adopted in accordance with
the provisions of Section 21-20,121 Revised Statutes of Nebraska.
IN WITNESS WHEREOF, Lincoln Benefit Life Company has caused these Articles of
Amendment to be executed by its President and Secretary this 21st day of
January, 2015.
/s/ Keith Gubbay /s/ Leigh McKegney
------------------------------------ -----------------------------------
Keith Gubbay, President Leigh McKegney, Secretary
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LINCOLN BENEFIT LIFE COMPANY
September 26, 2000
ARTICLE I
Name and Location
Section 1. The name of this Corporation shall be LINCOLN BENEFIT LIFE
COMPANY, and its principal place of business shall be in the City of Lincoln,
Lancaster County, Nebraska.
Section 2. The principal office of the Corporation shall be located at 2940
South 84/th/ Street, Lincoln, Nebraska.
ARTICLE II
Nature of Business
Section 2. The nature of the business to be transacted, and the objects and
purposes of the Company are:
(a) To make insurance upon the lives of persons, including endowments and
annuities and every insurance pertaining thereto and disability benefits.
(b) To make insurance against loss or expense resulting from the sickness of
the insured, or from bodily injury
or death of the insured by accident, or both, and every insurance pertaining
thereto, including quarantine.
Section 2. The Company may issue every kind of insurance permitted by the
Statutes of the State of Nebraska, and any amendments thereto.
Section 3. The Company may issue all types of life insurance and sickness
and accident insurance permitted by the laws of the State of Nebraska, and any
amendments thereto, to individuals, to "groups of persons" and to "groups of
insureds."
Section 4. The Company, in addition to the powers herein conferred, shall
have all the privileges and powers, and may engage in any activity, permitted
insurance corporations organized under the laws of the State of Nebraska; and
may do and perform all and every lawful act required as deemed expedient for
the conduct of its business, the ownership of its property, or the maintenance,
perpetuity, prosperity or welfare of the Company.
Section 5. The Company shall be authorized to establish separate accounts
for amounts which, pursuant to applicable contracts, are paid to the Company in
connection with pension, retirement or profit sharing plans or annuities. The
income, if any, and the gains or losses, realized or unrealized, on each such
account may be credited to or charged against the amount allocated to such
account in accordance with such contract without regard to other income, gains
or losses of the Company.
ARTICLE III
Investments
The Company shall be authorized to invest its
funds in a manner not prohibited by the laws of the State of Nebraska.
ARTICLE IV
Additional Powers
Section 1. The Board of Directors may from time to time vote to indemnify
and reimburse any director or officer or former director or officer of the
corporation, or any person who may have served at its request as a director or
officer of another corporation in which it owns shares of capital stock or of
which it is a creditor, his or her heirs, estate or personal representatives,
for any loss, cost or expense he or she may suffer, including court costs,
attorneys' fees and incidental expenses, and further including the amount of
any payment properly made to settle or compromise any proceedings in which such
director or officer is made a party to any legal proceedings, including appeals
therefrom, because of his or her being or having been a director or officer of
the Company. Provided, however, the directors shall have no power to indemnify
or reimburse a director or officer or former director or officer of the
Corporation in any cause in which he or she shall finally be adjudged in such
proceedings to be liable for negligence or misconduct in the performance of his
or her duties as such officer or director or former director or officer. The
foregoing right of indemnity and reimbursement shall not be exclusive of other
rights to which a director or officer may be entitled by law, agreement, vote
of stockholders, or otherwise.
ARTICLE V
Plan and Capital Stock
Section 1. The Company shall do business upon the
stock legal reserve plan.
Section 2. The authorized capital stock of this Company shall be $3,000,000
divided into 30,000 shares of a par value of $100 each.
Section 3. The stock shall be transferable only by the actual delivery of
the stock certificate or certificates properly endorsed, and the transfer duly
recorded on the stock transfer books of the Company.
The Board of Directors, after an affirmative vote at an annual or special
shareholders' meeting of at least one-half of the outstanding shares, shall be
authorized and empowered to issue and dispose of all or any of the authorized
but unissued shares of the capital stock of the Company, at not less than par,
from time to time as it may determine to be in the best interests of the
Company and the stockholders thereof.
ARTICLES VI
Time of Commencement
The Corporation shall begin transaction of business under these articles
when the same have been filed and approved according to the laws of the State
of Nebraska, and shall have perpetual existence, unless sooner resolved by or
in accordance with the laws of the State of Nebraska.
ARTICLE VII
Property of Shareholders
The private property of the shareholders shall not be subject to the debts
of the Corporation. The shares
of the Corporation shall be fully paid and nonassessable.
ARTICLE VIII
Officers and Directors
Section 1. The Board of Directors shall consist of not less than five
(5) nor more than twenty-one (21) persons. At each annual meeting of the
stockholders the number to be elected and their election shall take place as
provided by the By-Laws of the Company. The personnel of the directors shall be
made up of qualified persons, as provided under the laws of the State of
Nebraska.
Section 2. The Board of Directors shall have the general management and
control of the business of the Company.
Section 3. The officers of the Company shall consist of a President, one or
more Vice Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, one or more Assistant Treasurers, and such other officers as may be
provided for in the By-Laws, and all the officers shall be elected by the Board
of Directors in such manner and for such terms as the By-Laws may prescribe.
ARTICLE IX
Annual Meeting of the Stockholders
Section 1. The stockholders shall meet annually on a date prescribed in the
By-Laws at the home office of the Company for the purpose of electing directors
and transacting such other business as may properly come
before the stockholders.
Section 2. Each stockholder shall have the right to vote in person or by
proxy, and shall be entitled to one vote for each share of stock held by him or
her according to the stock transfer books of the Company at the annual meetings
and at all special meetings legally called. They By-Laws of the Company shall
provide a date when the stock transfer books of the Company shall be closed for
the purposes of determining the stockholders of record for the annual or
special meeting to be held.
ARTICLE X
Amendments
Amendments to these Articles of Incorporation shall be adopted by two-thirds
vote of all the directors, thereafter approved by the Department of Insurance,
and thereafter approved by two-thirds vote of all the stock voting in person or
by proxy at that annual or legally called special meeting. Notice of such
proposed amendments to these Articles of Incorporation shall be sent to all
stockholders of record as required in the By-Laws of the Company.
ARTICLE XI
Corporate Seal
The corporate seal of the Company shall contain the words, "Lincoln Benefit
Life Company", surrounding the words "Corporate Seal".
LINCOLN BENEFIT LIFE COMPANY
By: /s/ B. Eugene Wraith
------------------------------
B. Eugene Wraith, President
Attest:
/s/ Carol S. Watson
--------------------------
Carol S. Watson, Secretary
SEAL