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Exhibit 6
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
I, Glenn W. Soden, Assistant Secretary of NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY, hereby certify that the attached is a true and correct copy
of the AMENDED ARTICLES OF INCORPORATION of NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY.
I further certify that the AMENDED ARTICLES OF INCORPORATION dated
January 30, 1995, have not been amended, altered, or repealed and are now in
full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the
corporate seal of NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY to be hereto
affixed this 14th day of September, 2000.
/s/ GLENN W. SODEN
-------------------------
Glenn W. Soden
Assistant Secretary
(seal)
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AMENDED ARTICLES OF INCORPORATION
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
*FIRST: The name of said Corporation shall be "NATIONWIDE LIFE AND
ANNUITY INSURANCE COMPANY."
SECOND: Said Corporation is to be located, and its principal offices
maintained, in the City of Columbus, County of Franklin, State of
Ohio.
THIRD: This Corporation is formed for the purpose of making insurance
upon the lives of individuals, and every type of insurance
appertaining thereto or connected therewith, and granting,
purchasing or disposing of annuities, as authorized by Section
3907.01, Ohio Revised Code, as it now exists or may hereafter be
amended.
FOURTH: The maximum number of shares which the Corporation is authorized
to have outstanding is Sixty-Six Thousand (66,000) shares, all of
which shall be with par value of Forty Dollars ($40.00) each.
FIFTH: The amount of capital with which the Corporation will begin
business is One Million Forty Thousand Dollars ($1,040,000.00).
SIXTH: The corporate powers and business of the Corporation shall be
exercised, conducted and controlled, and the corporate property
managed by a board of directors consisting of not less than five
(5), nor more than twenty-one (21), as may from time to time be
fixed by the Code of Regulations of the Corporation. At the first
election of directors one-third of the directors shall be elected
to serve until the next annual meeting, one-third shall be
elected to serve until the second annual meeting, and one-third
shall be elected to serve until the third annual meeting;
therefore all directors shall be elected to serve for terms of
three (3) years each, and until their successors are elected and
qualified. Vacancies in the board of directors, arising from any
cause, shall be filled by the remaining directors.
The directors shall be elected at the annual meetings of the
stockholders by a majority of the stockholders present in person
or by proxy, provided that vacancies may be filled as herein
provided for.
The stockholders of the Corporation shall have the right, subject
to the statutes of the State of Ohio and these Articles of
Incorporation, to adopt a Code of Regulations governing the
transaction of the business and affairs of the Corporation which
may be altered, amended or repealed in a manner provided by law.
* Amended effective January 30, 1995
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The board of directors shall elect from their own number a
Chairman of the Board of Directors, a General Chairman, and a
President. The board of directors shall also elect a Vice
President and a Secretary and a Treasurer, or a
Secretary-Treasurer. The board of directors may also elect or
appoint such additional vice presidents, assistant secretaries
and assistant treasurers as may be deemed advisable or necessary,
and may fix their duties. The board of directors may appoint such
other officers as may be provided in the Code of Regulations. All
officers, unless sooner removed by the board of directors, shall
hold office for one (1) year, or until their successors are
elected and qualified. Other than the Chairman of the Board of
Directors, the General Chairman and the President, the officers
need not be members of the board of directors. Officers shall be
elected at each annual organization meeting of the board of
directors, but elections or appointments to fill vacancies may be
had at any meeting of the directors.
SEVENTH: The annual meeting of the stockholders of the Corporation shall
be held at such time as may be fixed in the Code of Regulations
of the Corporation. Any meeting of the stockholders, annual or
special, may be held in or outside the State of Ohio. Reasonable
notice of all meetings of stockholders should be given, by mail
or publication, or as prescribed by the Code of Regulations or by
law.
Amended effective January 30, 1995
