EXHIBIT 1.(A)(6)(A)
Articles of Incorporation of First Ameritas Life Insurance Corp. of New York
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EXHIBIT 1.(A)(6)(A)
Articles of Incorporation of First Ameritas Life Insurance Corp. of New York
CHARTER OF THE
FIRST AMERITAS LIFE INSURANCE CORP. OF NEW YORK
ARTICLE I
NAME AND PRINCIPAL OFFICE
SECTION 1. NAME. The name of the Company shall be First Ameritas Life
Insurance Corp. of New York.
SECTION 2. PRINCIPAL OFFICE. The principal office of this Company
shall be located in the County of Rockland, State of New York.
ARTICLE II
PURPOSE AND POWERS
SECTION 1. PURPOSES. The purpose of which the Company is organized is
to transact the kinds of life and health insurance business specified in
Paragraphs 1, 2 and 3 of Subsection (a) of Section 1113 of the Insurance Law of
the State of New York, as follows:
(1) "Life insurance": every insurance upon the lives of
human beings, and every insurance appertaining thereto, including the
granting of endowment benefits, additional benefits in the event of
death by accident, additional benefits to safeguard the contract from
lapse, accelerated payments of part or all of the death benefit or a
special surrender value upon diagnosis (A) of terminal illness
defined as a life expectancy of twelve months or less, or (B) of a
medical condition requiring extraordinary medical care or treatment
regardless of life expectancy, or provide a special surrender value,
upon total
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and permanent disability of the insured, and optional modes of
settlement of proceeds. Amounts paid the insurer for life insurance
and proceeds applied under optional modes of settlement or under
dividend options may be allocated by the insurer to one or more
separate accounts pursuant to section four thousand two hundred forty
of the Insurance Law of the State of New York;
(2) "Annuities": all agreements to make periodical
payments for a period certain or where the making or continuance of
all or some of a series of such payments, or the amount of any such
payment, depends upon the continuance of human life, except payments
made under the authority of paragraph (1) above. Amounts paid the
insurer to provide annuities and proceeds applied under optional
modes of settlement of under dividend options may be allocated by the
insurer to one or more separate accounts pursuant to section four
thousand two hundred forty of the Insurance Law of the State of New
York;
(3) "Accident and health insurance": (i) insurance against
death or personal injury by accident or by any specified kind or
kinds of accident and insurance against sickness, ailment or bodily
injury, including insurance providing disability benefits pursuant to
article nine of the workers' compensation law, except as specified in
item (ii) hereof; and (ii) non-cancelable disability insurance,
meaning insurance against disability resulting from sickness, ailment
or bodily injury (but excluding insurance solely against accidental
injury) under any contract which does not give the insurer the option
to cancel or otherwise terminate the contract at or after one year
from its effective date or renewal date;
and any amendments to such paragraphs or provisions in substitution therefor
which may be hereafter adopted; and such other kind or kinds of business to the
extent necessarily or properly incidental to the kind or kinds of insurance
business which the corporation is authorized to do.
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The corporation shall also have all other rights, powers, and
privileges now or hereafter authorized or granted by the Insurance Law of the
State of New York or any other law or laws of the State of New York to stock
life insurance companies having power to do the kind or kinds of business
hereinabove referred to and any and all other rights, powers, and privileges of
a corporation now or hereafter granted by the laws of the State of New York and
not prohibited to such stock life insurance companies.
The Company may have and exercise such other powers as are conferred
upon it by law.
SECTION 2. MODE AND MANNER OF EXERCISING POWERS. The mode and manner
in which the corporate powers of this Company shall be exercised are through a
Board of Directors and through such officers, employees and agents as such Board
shall employ.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER OF DIRECTORS. The number of Directors of the
Company shall be thirteen, not less than one-third of whom shall be persons who
are not officers or employees of the Company or of any entity controlling,
controlled by or under common control with such Company and who are not
beneficial owners of a controlling interest in the voting stock of such Company
or any such entity.
At all times, the majority of the Directors shall be citizens and
residents of the United States and not less than three of the Directors will be
resident of the State of New York. Directors shall be at least 18 years of age
but need not be shareholders.
SECTION 2. ELECTION OF DIRECTORS. The election of Directors of this
Company shall be at the Annual Meeting of the stockholders of the Company.
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SECTION 3. ANNUAL MEETING. The Annual Meeting of the stockholders of
the Company shall be held on the first Monday in March of each and every year,
or if the first Monday in March in any year is a legal holiday, then the next
succeeding business day. At such Annual Meeting, all Directors shall be elected
for the ensuing year, and the Directors shall take office immediately upon
election and shall hold office until the next Annual Meeting and until their
successors are elected. At each Annual Meeting, each stockholder of record on
the books of the Company shall have held his or her shares in his or her own
name for at least thirty days prior to the meeting, shall be entitled to one
vote in person or by proxy for each share of stock so held by the stockholder.
Directors shall be chosen and elected by a plurality of the whole number of the
shares voted at the meeting.
SECTION 4. VACANCY OF THE BOARD OF DIRECTORS. Whenever any vacancy
shall occur in the Board of Directors by death, resignation, removal, or
otherwise, the remaining members of the Board, at a meeting called for that
purpose, or at any regular meeting, shall elect a Director or Directors to fill
the vacancy or vacancies thus occasioned, and each Director so elected shall
hold office for the unexpired term of the Director whose place the individual
has taken.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the Company shall be elected by
the Board of Directors at an annual meeting held at any time prior to the first
Annual Meeting of the Board and thereafter at its Annual Meeting, which shall be
held immediately after the Annual Meeting of the stockholders. The Board shall
elect a Chairman of the Board, a President, one or more Vice- Presidents, a
Secretary, and a Treasurer, and it may, at its option at any time appoint or
elect such other officers as shall be provided in the by-laws. In case a quorum
is not present, the same shall be
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adjourned to another day by the Directors present. Officers elected by the Board
shall respectively hold office until the next Annual Meeting, and until their
successors are chosen and have qualified. Other officers shall serve at the
pleasure of the Board, unless otherwise provided in the by-laws. Vacancies in
the elective offices occurring in the interval between Annual Meetings may be
filled at any time by the Board of Directors, and a person so selected shall
hold office until his successor is chosen and has qualified. One person may hold
two or more offices, except the offices of President and Secretary, if it shall
be so provided in the by-laws or by action of the Board.
ARTICLE V
TERM AND CAPITAL
SECTION 1. TERM OF THE COMPANY. The duration of the corporate
existence of the Company shall be perpetual.
SECTION 2. CAPITAL. The capital of the Company shall be Two Million
and 00/100 Dollars (2,000,000.00) which shall consist of two thousand shares of
common stock with a par value of One Thousand and 00/100 Dollars ($1,000) each.
ARTICLE VI
AMENDMENTS
This charter or provisions thereof may be amended at any time in
accordance with the provisions of Section 1206 of the New York Insurance Law as
the same may be amended from time to time.
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