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EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN MUTUAL HOLDING COMPANY
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
The corporation hereinafter named ("Corporation") does hereby adopt the
following Amended and Restated Articles of Incorporation:
1. The name of the Corporation is American Mutual Holding Company. These amended
and restated articles of incorporation change the name of the Corporation to
"AmerUs Group Co." and effect other corporate changes.
2. The Articles of Incorporation of the Corporation are amended and restated so
as henceforth to read in their entirety as follows:
ARTICLE I
NAME
The name of the corporation is AmerUs Group Co. (the "Corporation") by which
name it shall continue to do business and shall have and retain all of its
property, rights and privileges.
ARTICLE II
PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT
The location of the principal executive office of the Corporation is 699 Walnut
Street, Des Moines, Iowa 50309. The registered office of the Corporation shall
be at the same address and the name of its initial registered agent under these
Amended and Restated Articles of Incorporation at that office is James A.
Smallenberger.
ARTICLE III
PERPETUAL EXISTENCE
The Corporation shall have perpetual existence.
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ARTICLE IV
PURPOSES
The purpose for which the Corporation is organized is the transaction of any and
all lawful business for which corporations may be organized under the Iowa
Business Corporation Act.
ARTICLE V
EXEMPTION OF PRIVATE PROPERTY
The private property of the shareholders, directors, officers, agents and
managers of the Corporation shall in no case be liable for corporate debts, but
shall be exempt therefrom.
ARTICLE VI
CAPITALIZATION
SECTION 1.
The aggregate number of shares of all classes of capital stock which the
Corporation shall have authority to issue is two hundred and fifty million
(250,000,000) shares, of which twenty million (20,000,000) shares shall be
preferred stock, no par value, issuable in one or more series and two hundred
thirty million (230,000,000) shares shall be common stock, no par value.
SECTION 2.
The shares of common stock of the Corporation shall, in all respects, entitle
the holder to the same rights and preferences, and subject the holder to the
same qualifications, limitations and restrictions as all other holders of common
stock. The shares of common stock of the Corporation are and shall be subject to
the relative rights, preferences, qualifications, limitations, and restrictions
of any class or series of preferred stock now or hereafter issued by the
Corporation.
SECTION 3.
The Board of Directors of the Corporation is hereby expressly authorized, at any
time and from time to time, to divide the shares of preferred stock into one or
more series, to issue from time to time in whole or in part the shares of
preferred stock or the shares of any series thereof, and in the resolution or
resolutions providing for the issue of shares of preferred stock or of a
particular series to fix and determine the voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof that may be desired, to the fullest extent now or hereafter
permitted by Section 490.602 of the Iowa Business Corporation Act, as amended
from time to time; provided, however, in no event shall preferred stock have
more than one vote for each share of preferred stock.
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SECTION 4.
No shareholder of the Corporation shall be entitled to exercise any right of
cumulative voting.
ARTICLE VII
MANAGEMENT
SECTION 1.
The business and affairs of the Corporation shall be under the direction of the
Board of Directors. The authorized number of directors shall in no case be fewer
than seven (7) or more than twenty-one (21). The exact number of directors
within such range shall be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by the affirmative vote of a majority of the
entire Board of Directors then in office.
SECTION 2.
The directors of the Corporation, other than those who may be elected by the
holders of any class or series of preferred stock, shall be divided into three
classes, as nearly equal in number as reasonably possible, determined by terms
expiring in successive years: Class I, Class II and Class III. The directors in
Class I shall be Wesley H. Boldt, Des Moines, Iowa; Roger K. Brooks, Des Moines,
Iowa; and F. A. Wittern, Jr., West Des Moines, Iowa; and each such person shall
serve a term expiring at the first annual shareholders' meeting following the
effective date hereof; the directors in Class II shall be John R. Albers,
Dallas, Texas; Dr. Joseph A. Borgen, St. Charles, Iowa; Thomas F. Gaffney,
Tierra Verde, Florida; and Jack C. Pester, Houston, Texas; and each such person
shall serve a term expiring at the second annual shareholders' meeting following
the effective date hereof; and the directors in Class III shall be Malcolm
Candlish, Osprey, Florida; Ralph W. Laster, Jr., Topeka, Kansas; John W. Norris,
Jr., Richardson, Texas; and John A. Wing, Evanston, Illinois; and each such
person shall serve a term expiring at the third annual shareholders' meeting
following the effective date hereof. After the initial term of the directors of
a class of directors under these Amended and Restated Articles of Incorporation,
each director of such class as may be elected shall be elected for a term
expiring on the third annual shareholders' meeting following the annual meeting
at which such director is elected. No decrease in the number of directors shall
shorten the term of any incumbent director. Each director shall serve until a
successor is duly elected and qualified, and shall be eligible for re-election.
SECTION 3.
The Board of Directors shall have the power without the assent or vote of the
shareholders of the Corporation to adopt such Bylaws and rules and regulations
for the transaction of business of the Corporation not inconsistent with these
Amended and Restated Articles of Incorporation or the laws of the State of Iowa,
and to amend, alter or repeal such Bylaws, rules or regulations. Advance notice
of nominations for the election of directors and of business to be brought by
shareholders before any meeting of shareholders of the Corporation shall be
given in the manner and to the extent provided in the Bylaws of the Corporation.
The Board of Directors may fix reasonable compensation of the directors for
their services.
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SECTION 4.
A majority of the directors then in office, in their sole discretion, and
whether or not consisting of less than a quorum, may elect a replacement
director to serve during the unexpired term of any director previously elected
whose office is vacant as a result of death, resignation, retirement,
disqualification, removal or otherwise, and may elect directors to fill any
newly created directorships. Except as otherwise expressly provided by law and
subject to the terms of any preferred stock, the shareholders may not elect a
replacement director to fill any vacancy on the Board of Directors caused by
death, resignation, retirement, disqualification, removal or otherwise, and may
not elect directors to fill any newly created directorships. At any election of
directors by the Board of Directors to fill any vacancy caused by an increase in
the number of directors, the terms of the office for which candidates are
nominated and elected shall be divided as set forth in Section 2 of this Article
VII. A director may be removed with or without cause by the shareholders.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify a director, officer or employee of the
Corporation, whether serving before or after its conversion from a mutual
insurance holding company to a stock company, and each director, officer or
employee of the Corporation who is serving or who has served, whether before or
after its conversion from a mutual insurance holding company to a stock company,
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise or employee
benefit plan to the fullest extent possible, as provided in Sections 850 through
858 of the Iowa Business Corporation Act, and the Corporation's Bylaws, subject
to such limitations as may be established by the Board of Directors. Any repeal
or modification of this Article VIII or of Sections 850 through 858 of the Iowa
Business Corporation Act, shall not adversely affect any right of
indemnification of a director, officer or employee of the Corporation existing
at any time prior to such repeal or modification.
ARTICLE IX
DIRECTORS NOT PERSONALLY LIABLE
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 a 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) for a transaction from which the director derives an improper
personal benefit, or (iv) under section 490.833 of the Iowa Business Corporation
Act. If the Iowa Business Corporation Act is hereafter amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be eliminated or limited to the extent
of such amendment, automatically and without any further action, to the maximum
extent permitted by law. Any repeal or modification of this Article by the
shareholders of the Corporation shall be prospective only and shall not
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adversely affect any limitation on the personal liability or any other right or
protection of a director of the Corporation with respect to any state of facts
existing at or prior to the time of such repeal or modification.
ARTICLE X
ADOPTION OF IOWA BUSINESS CORPORATION ACT
The Corporation voluntary elects to adopt the provisions of the Iowa Business
Corporation Act pursuant to Section 490.1701, of the Iowa Business Corporation
Act.
ARTICLE XI
CORPORATE SEAL
The Corporation shall have no corporate seal.
1. The date of adoption of the Amended and Restated Articles of Incorporation by
the Board of Directors of the Corporation was December 17, 1999.
2. The duly adopted Amended and Restated Articles of Incorporation supersedes
the original articles of incorporation and all amendments therein.
3. The Amended and Restated Articles of Incorporation amend the original
articles of incorporation. The designation, number of members of the Corporation
qualified to vote, number of votes entitled to be cast by each voting group
entitled to vote separately on the Amended and Restated Articles of
Incorporation, and the number of votes of each voting group indisputably
represented at the meeting is as follows:
<TABLE>
<CAPTION>
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DESIGNATION OF GROUP NUMBER OF MEMBERS ENTITLED VOTES ENTITLED TO BE CAST VOTES REPRESENTED AT MEETING
TO VOTE ON RESTATED ARTICLES
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<S> <C> <C> <C>
MEMBERS QUALIFIED TO VOTE 295,126 295,126 101,837
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</TABLE>
4a. The total number of votes cast for and against the Amended and Restated
Articles of Incorporation by each voting group entitled to vote separately on
the Amended and Restated Articles of Incorporation is as follows:
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VOTING GROUP VOTES FOR VOTES AGAINST
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MEMBERS QUALIFIED TO VOTE 99,337 2,500
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The number of votes cast for the Amended and Restated Articles of Incorporation
by each voting group was sufficient for approval by that voting group.
5. The effective time and date of these Amended and Restated Articles of
Incorporation shall be September 20, 2000 at 12:02 A.M.
IN WITNESS WHEREOF, American Mutual Holding Company has caused this Amended and
Restated Articles of Incorporation to be signed by Roger K. Brooks, its
Chairman, President and Chief Executive Officer, this 20th day of September,
2000.
American Mutual Holding Company
By: /s/ Roger K. Brooks
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Roger K. Brooks, Chairman, President
and Chief Executive Officer
ATTEST:
/s/ James A. Smallenberger
---------------------------------
James A. Smallenberger, Secretary
STATE OF IOWA )
)SS
COUNTY OF POLK )
On this 20th day of September, 2000, before me, the undersigned, a Notary Public
in and for said State, personally appeared Roger K. Brooks and James A.
Smallenberger, being by me duly sworn, did say that Roger K. Brooks is the
Chairman, President and Chief Executive Officer and that James A. Smallenberger
is the Secretary of American Mutual Holding Company, executing the within and
foregoing instrument; that said instrument was signed on behalf of said
Corporation by authority of its Board of Directors; and the said Chairman,
President and Chief Executive Officer, and Secretary, severally as such officer,
acknowledged the execution of said instrument to be the voluntary act and deed
of said Corporation, by it and by him voluntarily executed.
/s/ Juli L. Aldrich
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Notary Public in and for said State
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