<PAGE> 1
EXHIBIT 3.1
C&S 505 (Rev. 10/98)
--------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
--------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
JUL 06 2000 FILED
JUL 06 2000
Administrator
CORP. SECURITIES & LAND
Name: Kristan L. Richardson DEV BUREAU
-----
Address: Dykema Gossett, PLLC
-------- 800 Michigan National Tower
City: Lansing State: MI Zip Code: 48933
-------------------------------------------------------------------------------
EFFECTIVE DATE:
--------------------------------------------------------------------------------
Document will be returned to the name and address you enter above
------------------------
| |
| |
------------------------
ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
OF
AMERICAN PHYSICIANS CAPITAL, INC.
These articles of incorporation are signed by the incorporator to form
a profit corporation under the Michigan Business Corporation Act (1972 P 284, as
amended).
ARTICLE I
NAME
The name of the Corporation is American Physicians Capital, Inc.
ARTICLE II
PURPOSE
The purpose or purposes for which the Corporation is formed is to
engage in any activity within the purposes for which corporations may be formed
under the Business Corporation Act of Michigan, as amended (the "MBCA").
1
<PAGE> 2
ARTICLE III
AUTHORIZED SHARES
The total authorized capital stock is:
Common Shares: 50,000,000 shares
Preferred Shares: 5,000,000 shares
(A) A statement of all or any of the relative rights, preferences and
limitations of the Common Shares is as follows:
Subject to the preferences accorded the holders of Preferred Shares
pursuant to these Articles of Incorporation or action of the Board of Directors
taken with respect to such preferences, holders of Common Shares are entitled to
receive such dividends as may be declared by the Board of Directors of the
Corporation from time to time and, in the event of any liquidation, dissolution
or winding up of the Corporation, the holders of Common Shares will be entitled
to receive pro rata all of the remaining assets of the Corporation available for
distribution. Each issued and outstanding Common Share is entitled to one vote.
(B) The relative rights, preferences and limitations of the Preferred
Shares shall be determined as follows:
The board of directors is empowered and authorized from time to time to
issue Preferred Shares in one or more series, each series to bear a distinctive
designation and to have such relative rights, powers, preferences, limitations
and restrictions as shall be stated in the resolution or resolutions of the
board of directors providing for the issuance thereof. Such resolutions, when
filed, shall constitute amendments to these Articles of Incorporation.
ARTICLE IV
REGISTERED OFFICE AND RESIDENT AGENT
The address and mailing address of the initial registered office is
1301 North Hagadorn Road, East Lansing, Michigan 48823. The name of the initial
resident agent is William B. Cheeseman.
ARTICLE V
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors consisting of not less than three nor
more than fifteen directors, the exact number of directors to be determined
from time to time by resolution adopted by affirmative vote of a majority of the
Board of Directors elected and serving. The directors shall be divided into
three classes, designated Class I, Class II, and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. At the 2001 annual meeting
of shareholders, Class I directors shall be elected for a one-year term, Class
II directors for a two-year term and Class III directors for a three-year term.
At each succeeding annual meeting of shareholders beginning in 2001, successors
to the class of directors whose term expires at that
2
<PAGE> 3
annual meeting shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. A director or the entire Board of Directors may be removed
only for cause. Any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled by a majority of the Board of
Directors elected and serving, and any other vacancy occurring in the Board of
Directors may be filled by a majority of the directors elected and serving,
although less than a quorum, or by a sole remaining director. Any director
elected to fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of these articles of incorporation applicable thereto, and such directors
so elected shall not be divided into classes pursuant to this Article V unless
expressly provided by such terms.
ARTICLE VI
LIMITATION OF DIRECTOR LIABILITY
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for money damages for any action taken or any
failure to take any action except liability for any of the following: (i) the
amount of a financial benefit received by a director to which he or she is not
entitled; (ii) intentional infliction of harm on the Corporation or its
shareholders; (iii) a violation of ss.551 of the MBCA; or (iv) an intentional
criminal act.
If the MBCA hereafter is 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 contained
herein, shall be limited to the fullest extent permitted by the amended MBCA as
so amended. No amendment or repeal of this Article VI shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
ARTICLE VII
AMENDMENT
The Bylaws of the Corporation may be amended, added to or repealed, in
whole or in part, in any manner not inconsistent with the provisions of these
articles of incorporation by the Board of Directors or by the shareholders of
the Corporation with the affirmative vote of the holders of not less than
two-thirds of the then outstanding shares of capital stock of the Corporation
entitled to vote at any meeting duly called and held in accordance with the
Bylaws and applicable law, provided that notice of the meeting includes notice
of the proposed amendment, addition or repeal.
3
<PAGE> 4
Any amendment, addition to or repeal of Article V, Article VII or
Article VIII of these Articles of Incorporation, or any other amendment of these
articles of incorporation which will have the effect of modifying or permitting
circumvention of any such Article, shall require the affirmative vote of the
holders of not less than two-thirds of the then outstanding shares of capital
stock of the Corporation entitled to vote at any meeting duly called and held in
accordance with the Bylaws and applicable law; provided, that notice of the
meeting includes notice of the proposed amendment, addition or repeal; provided,
further, that such two-thirds vote shall not be required for any such amendment,
addition or repeal recommended to shareholders by the affirmative vote of not
less than three-fourths of the Board of Directors, and such amendment, change,
or repeal so recommended shall require only the vote, if any, required under the
applicable provision of the MBCA.
ARTICLE VIII
ACTION BY CONSENT
Any action required or permitted to be taken at any annual or special
meeting of shareholders of the Corporation, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of all of the outstanding
shares of capital stock of the Corporation entitled to vote.
ARTICLE IX
INCORPORATOR
The name and business address of the incorporator is Monte D. Jahnke,
One Detroit Center, 500 Woodward Avenue, #2500, Detroit, Michigan 48226
* * *
I, the incorporator, sign my name this 6th day of July, 2000.
/s/ Monte D. Jahnke
______________________________________
Monte D. Jahnke, Incorporator
RETURN DOCUMENT TO:
Kristan L. Richardson
800 Michigan National Tower
Lansing, Michigan 48933
NAME OF ORGANIZATION REMITTING FEES:
Mutual Insurance Corporation of America
PREPARER'S NAME AND BUSINESS TELEPHONE NUMBER:
Kristan L. Richardson
800 Michigan National Tower
Lansing, Michigan 48933
(517) 374-9113
