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Exhibit 99A(6)(a)
ARTICLES OF REDOMESTICATION
OF
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
The name of this corporation is The Manufacturers Life Insurance Company
(U.S.A.) (the "Corporation"). In connection with its redomestication from the
State of Maine to the State of Michigan, the Consolidated Charter of The
Manufacturers Life Insurance Company (U.S.A.) as of June 1, 1984 (the "Charter")
are hereby amended and restated in their entirety, to read as set forth in
Articles I through XII below, to conform to Michigan law and to effect the
following changes:
1. To designate the executive offices of the corporation to be Suite 250, 500
North Woodward Avenue, Bloomfield Hills, Michigan 48013;
2. To increase the authorized common and preferred stock to 50,000,000 shares;
3. To omit matters of historical interest such as the name and address of each
incorporator, the number of and the names and addresses of the members of
the initial Board of Directors, the street address of the initial
registered office and the name of the initial registered agent of the
Corporation.
These Articles of Redomestication of the Corporation as set forth below were
duly adopted by Unanimous Written Consent of the Sole Shareholder of the
Corporation dated December 2, 1992 and by the Board of Directors on December 2,
l992, and all amendments included in such Articles of Redomestication have been
adopted pursuant to the Michigan Insurance Code and there is no discrepancy
between the Charter and the Articles of Redomestication set forth below, other
than the inclusion of amendments adopted herein, and the omission of matters of
historical interest.
The provisions set forth in these Articles of Redomestication and Amended and
Restated Articles of Incorporation shall be effective on the date the Michigan
Insurance Department grants the corporation's application to redomesticate to
Michigan. These Articles supersede the original Charter and all amendments
thereto. These Articles of Redomestication and Amended and Restated Articles
correctly set forth the provisions of the Charter, as amended, of the
Corporation.
ARTICLE I
The name assumed by this corporation and by which it shall be know in law is:
The Manufacturers Life Insurance Company (U.S.A.)
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and its principal office for the transaction of business shall be in the City of
Bloomfield Hills, State of Michigan.
ARTICLE II
This corporation is organized for the following purposes, as authorized by
Chapter 6, Act No. 218 of the Public Acts of 1956, as amended, namely:
1. To insure the lives of individuals under life insurance plans both fixed
and variable, individual, group and franchise; to grant, purchase and
dispose of annuities both fixed and variable, individual, group and
franchise; to insure either individually, or on a group or franchise plan,
the health of persons against personal injuries, disablement, or death,
resulting from accident and/or sickness; and to reinsure any part of said
risks and to assume any other like risks. To have all the power conferred
by the laws of the State of Michigan upon a corporation organized for the
purpose of insuring the lives of individuals, and to issue all such forms
of insurance contracts as pertain to or may be connected with the business
of life insurance as it now is or may be hereafter carried on in the United
States of America.
2. To issue any or all of its policies or contracts with or without
participation in profits, savings or surplus; to classify policies issued
on a participating or nonparticipating basis, and to determine the right to
participate and the extent of participation of any class or classes of
policies.
3. To have the power to establish either or both general and/or separate
accounts in connection with the business authorized hereunder and to have
the power to act as, or to establish, an investment advisor.
4. To have the right to buy, hold, sell, and convey personal property and such
real estate, or interests therein, as may be necessary or convenient for
the proper conduct of the affairs of the corporation as may be permitted by
law.
5. To have all the powers conferred by law on a life insurance company
organized for the purposes above set forth; and in connection therewith to
have all powers conferred by law on all corporations organized and doing
business under and by the authority of Chapter 52 of the Insurance Code.
ARTICLE III
The term of existence of the Corporation shall be perpetual.
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ARTICLE IV
The annual meeting of the stockholders shall be held on the 2nd Tuesday of May
each year at Three o'clock (3:00) p.m. at a place designated by the Board of
Directors either within or without the State of Michigan.
ARTICLE V
The authorized capital stock of the corporation shall be 50,000,000 shares of
Common Stock of a par value of $1.00 each and 50,000,000 shares of Preferred
Stock of a par value of $1.00 each. All stock shall be issued for cash or
property as provided by the law and when issued shall be fully paid
non-assessable and shall be issued at such times and in such amounts as the
Board of Directors of the corporation shall from time to time determine, subject
to such approval of the Insurance Commissioner of the State of Michigan as may
be required by law.
The designations and the voting powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions hereof, of the Preferred Stock and the Common Stock are as follows:
A. DIVIDENDS - The holders of the Preferred Stock, in preference to the
holders of Common Stock or any other Junior Stock, shall be entitled to
receive, as and when declared by the Board of Directors out of any funds
legally available therefore, cash dividends at the rate of Ten Cents ($.10)
per year for each share of preferred stock held, and no more, payable on
the date as the Board of Directors may establish. Such dividends shall be
non-cumulative. The term "Junior Stock" whenever used in this Article V
with reference to the Preferred Stock, shall mean any stock of the
corporation over which the Preferred Stock has preference in the payment of
dividends or in the distribution of assets in any liquidation or
dissolution or winding up of the corporation, and shall include Common
Stock.
No dividend shall be paid upon, or declared or set apart for, any share of
Preferred Stock for any annual period unless at the same time a like
proportionate dividend for the same annual period shall be paid upon, or
declared and set apart for, all shares of Preferred Stock then issued and
outstanding and entitled to receive such dividend.
In no event, so long as any shares of Preferred Stock shall be outstanding,
shall any dividend, whether in cash or property, be paid or declared, nor
shall any distribution be made, on Common Stock or other Junior Stock nor
shall any shares of Common Stock or other Junior Stock be purchased,
redeemed, or otherwise acquired for value by the corporation, unless
dividends on the Preferred Stock of the then current annual dividend period
shall have been paid or declared and a sum sufficient for the payment
thereof set apart.
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In addition to such annual dividends, the holders of the Preferred Stock
shall be entitled to participate share for share with the holders of the
Common Stock in any dividends, whether in cash or property, paid or set
apart on Common Stock or other Junior Stock. The foregoing provisions of
this paragraph shall not, however, apply to a dividend payable in Common
Stock or other Junior Stock or to the acquisition of shares of Common Stock
or other Junior Stock in exchange for, or through application of the
proceeds of the sale of, shares of Common Stock or other Junior Stock.
B. LIQUIDATION OR DISSOLUTION - In the event of any liquidation or dissolution
or winding up of the corporation, the holders of the Preferred Stock shall
be entitled to receive, out of the assets of the corporation available for
distribution to its stockholders, before any distribution of assets shall
be made to the holders of the Common Stock or another Junior Stock the sum
of $1.00 per share; and the holders of the Common Stock and other Junior
Stock shall be entitled, to the share in all the assets of the corporation
then remaining in accordance with their respective rights and preferences.
If upon any liquidation or dissolution or winding up of the corporation the
assets available for distribution shall be insufficient to pay the holders
of all outstanding shares of the Preferred Stock the full amounts to which
they shall be entitled, the holders of shares of Preferred Stock shall
share ratably in any distribution of assets according to the respective
amounts which would be payable if all amounts payable on or with respect to
the Preferred Stock were paid in full. Neither a statutory merger nor
consolidation of the corporation into or with any other corporation, nor a
statutory merger or consolidation of any other corporation into or with the
corporation, nor a sale, transfer or lease of all or any part of the assets
of the corporation, shall be deemed to be a liquidation, dissolution or
winding up of the corporation within the meaning of this Section B.
C. REDEMPTION - The Preferred Stock or any part thereof, at any time
outstanding may be redeemed by the corporation, at its election expressed
by resolution of the Board of Directors, at any time or from time to time,
at the redemption price of $1.00 per share. If less than all the
outstanding shares of Preferred Stock are to be redeemed, the selection of
shares for redemption may be made either by lot or pro rata in such manner
as may be prescribed by resolution of the Board of Directors.
Notice of every redemption of Preferred Stock shall be mailed, addressed to
the holders of record of the shares to be redeemed at their respective
addresses as they shall appear on the stock books of the corporation (but
no failure to mail such notice or any defect therein or in the mailing
thereof shall affect the validity of the proceedings for such redemption
except as to the holder to whom the corporation has failed to mail such
notice or except as to the holder whose notice was defective).
If notice of redemption shall have been duly mailed and if, on or before
the redemption date specified in the notice, the Redemption Price shall
have been set
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aside by the corporation, separate and apart from its other funds, in trust
for the pro rata benefits of the holders of the shares so called for
redemption, so as to be and continue to be available therefor, then, from
and after the date of redemption so designated, notwithstanding that any
certificate for shares of Preferred Stock so called for redemption shall
not have been surrendered for cancellation, the shares represented thereby
shall no longer be deemed outstanding, the dividends thereon shall cease to
be payable, and all rights with respect to the shares of Preferred Stock so
called for redemption shall forthwith on the redemption date cease and
terminate, except only the right of the holders thereof to receive the
redemption price of the shares so redeemed, including full dividends due on
the redemption date.
D. VOTING - Except by statute specifically otherwise provided, the Preferred
Stock shall not entitle the holder thereof to vote at any meeting of
stockholders, as the Preferred Stock shall have no voting rights
whatsoever.
E. PURCHASE OF PREFERRED STOCK - Shares of the Preferred Stock heretofore or
hereafter purchased by the corporation out of surplus may be resold for
such consideration as shall be fixed from time to time by the Board of
Directors; shares of the Preferred stock redeemed by the corporation shall
be cancelled and shall not be reissued.
ARTICLE VI
The affairs of this corporation shall be managed by a Board of Director of not
fewer than seven (7) nor more than seventeen (17). All Directors will be elected
each year at the meeting of the shareholders.
The Directors shall elect a Chairman of the Board, and shall elect a President,
one or more Vice Presidents, a Secretary, a Treasurer and such other officers,
including an Executive Committee, with authority to act for such Board of
Director as they see fit or as may be provided for by the By-Laws of the
corporation. The term of office for such officers and members of the Executive
Committee shall be for one (1) year.
Directors and Officers shall serve until their successors have been elected and
qualified. The Board of Directors shall have the authority to fill vacancies for
the unexpired portion of a term.
ARTICLE VII
Corporate shareholders may vote through a properly designated representative or
through a properly executed proxy. All proxies must be filed with the Secretary
at least one (1) day prior to an election or meeting at which they are to be
used or for such additional time as may be provided by the By-Laws.
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No proxy shall be valid for more than sixty (60) days from the date of its
execution, and shall not be valid more than (30) days after the meeting for
which it is executed. It may be revoked at any time by the stockholder who
executed it.
ARTICLE VIII
All instruments executed by the corporation which are required to be
acknowledged and which affect an interest in real estate, shall be executed by
the President or any Vice President and attested by the Secretary, and all other
instruments executed by the corporation, including any releases or mortgages, or
liens, may be executed by the President or any Vice President, or the Secretary
or the Treasurer. Notwithstanding any of the foregoing provisions, any written
instrument may be executed by any Officer or Officers, agent or agents, or other
person or persons specifically designated by resolution of the Board of
Directors of this corporation. The corporation shall have a corporate seal which
shall bear the words: "The Manufacturers Life Insurance Company (U.S.A.)."
ARTICLE IX
The private property of the shareholders of this corporation shall be exempt
from corporate liabilities, and this Article shall not be amended.
ARTICLE X
The Board of Directors, at any regular or special meeting, is authorized to
adopt, alter, amend or repeal By-Laws and to adopt new By-Laws not inconsistent
with the law or these Articles of Incorporation, by an affirmative vote of a
majority of a quorum.
A majority of the Board of Directors constitutes a quorum for the transaction of
business, and the acts of a majority of the Directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors. Upon
written notice of the time and place and purpose or purposes of any special
meeting any of the Directors in between regular meetings of the Board of
Directors may consent in writing to any specific action to be taken by the
corporation; if approved by a majority of the Directors at such special meeting,
including those consenting in writing, such action shall be as valid a
corporation action as though authorized at a regular meeting of the Directors.
The minutes of such approval and action shall be fully recorded, each written
consent shall be reviewed at the next regular meeting of the Board of Directors.
The stockholders of the corporation may at any regular or special meeting called
for the purpose, repeal, alter or amend any existing By-Laws made by the Board
of Directors, or adopt such By-Laws as they deem appropriate by a majority vote.
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ARTICLE XI
Subject to the approval of the Insurance Commissioner of the State of Michigan,
these Articles, except Article IX, may be amended at any annual meeting of the
shareholders or at any special meeting thereof called for that purpose, and such
amendment shall be made by the affirmative vote of a majority of the shares of
common stock in attendance at said meeting, in person or by proxy, provided,
however, that a quorum is present at said meeting. For the purpose of this
Article, as well as all other Articles of these Articles of Incorporation, a
quorum is hereby established to be the stockholders in person or by proxy
representing fifty-one (51%) percent of the issued and outstanding stock of the
corporation. At any meeting of the stockholders to consider and act upon any
proposed amendment of the Articles of Incorporation, the stockholders may adopt
any modification or revision thereof proposed at said meeting.
ARTICLE XII
No director of this Corporation shall be personally liable to the Corporation or
its shareholders or policyholders for monetary damages for breach of the
director's fiduciary duty, provided that the foregoing shall not eliminate or
limit the liability of a director for any of the following:
i) a breach of the director's duty or loyalty to the Corporation or its
shareholders or policyholders;
ii) acts or omissions not in good faith or that involve intentional misconduct
or knowing violation of law;
iii) a violation of Sections 5036, 5276 or 5280 of the Michigan Insurance Code,
being MCLA 500.5036, 500.5276 and 500.5280;
iv) a transaction from which the director derived an improper personal benefit;
or
v) an act or omission occurring on or before the date of filing of these
Articles of Incorporation.
If the Michigan Insurance Code 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
contained herein, shall be eliminated or limited to the fullest extent permitted
by the Michigan Insurance Code as so amended. No amendment or repeal of this
Article XII 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 the effective date of any such
amendment or repeal.
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IN WITNESS WHEREOF, We, the parties hereby associating, for the purpose of
giving legal effect to these Articles of Incorporation, hereunto sign our names
this 3rd day of December, A.D. 1992.
By: (sd.)
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Geoffrey Guy, Vice President & Actuary
By: (sd.)
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Stephen Rosen, Assistant Secretary
PROVINCE OF ONTARIO )
COUNTY OF YORK )
On this 3rd day of December, 1992 before me, a notary public in and for said
county, personally appeared GEOFFREY GUY & STEPHEN ROSEN (list names) known to
me to be the persons named in and who executed the foregoing instrument for the
intents and purposes therein mentioned.
(sd.)
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JOHN J. O'CONNOR
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Name
Notary Public, County of York
Province of Ontario
My Commission is for life
