STATE BOARD OF INSURANCE
STATE OF TEXAS
[STATE OF TEXAS SEAL]
As the chief executive and administrative officer of the State Board of
Insurance, the Commissioner of Insurance is the official custodian of the
records of the agency. TEX. INS. CODE ANN. art 1.09a, TEXAS OPEN RECORDS ACT
TEX. REV. CIV. STAT. ANN. art. 6252-17a SS.5(a). Pursuant to the power vested in
the Commissioner under article 1.09(g), the Commissioner authorizes such
deputies as are necessary to carry out the provisions of the Open Records Act.
As a duly authorized representative of the Commissioner of Insurance, I hereby
certify that the hereunto attached document is a true, complete and correct copy
of:
Amendment to Articles of Incorporation of GREAT AMERICAN RESERVE INSURANCE
COMPANY, Dallas, Texas, as filed in the State Board of Insurance on March 27,
1985, together with Official Order No. 85-1001, consisting of five (5) pages
--------------------------------------------------------------------------------
Be it known that the official records of the State Board of Insurance contain a
copy of aforesaid instrument.
WITNESS MY HAND, and the seal of the Texas State Board of Insurance, this 3rd
day of April, 1985.
[SEAL] TOM BOND
COMMISSIONER OF INSURANCE
By: /s/ R. B. Ashworth
----------------------
<PAGE>
LEGAL DEPARTMENT
NO. 98-1144
OFFICIAL ORDERS
OF THE
COMMISSIONERS OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date: OCT 07, 1998
Subject Considered:
GREAT AMERICAN RESERVE INSURANCE COMPANY
Amarillo, Texas
TDI No. 01-35200
AMENDMENT TO THE ARTICLES OF INCORPORATION
DOCKET NO. R-98-0879
General remarks and official action taken:
On this day came on for consideration by the Commissioner of Insurance, the
application of GREAT AMERICAN RESERVE INSURANCE COMPANY, Amarillo, Texas, for
approval of an amendment to the Articles of Incorporation changing its name from
GREAT AMERICAN RESERVE INSURANCE COMPANY to CONSECO VARIABLE INSURANCE COMPANY
and for a Certificate of Authority evidencing such change. Since the Amendment
to the Articles of Incorporation involves only a name, a hearing is not required
by law.
Action by GREAT AMERICAN RESERVE INSURANCE COMPANY as required and permitted by
TEX. INS. CODE ANN. art. 1.14 and art. 3.05, has been evidenced to the
Commissioner of Insurance. The amendment is properly supported by the required
documents, which evidence that the name CONSECO VARIABLE INSURANCE COMPANY, is
not so similar of that of any other insurance company as to be likely to mislead
the public. The name change endorsement for CONSECO VARIABLE INSURANCE COMPANY,
Amarillo, Texas, Form No. CVIC-7000 has been filed with the Life/Health Group
Division.
Based upon the evidence submitted, it is hereby ORDERED by the Commissioner of
Insurance, that such amendment be, and the same is hereby, approved. It is
further ORDERED that a Certificate of Authority be issued to CONSECO VARIABLE
INSURANCE COMPANY, Amarillo, Texas, evidencing the change effected by the
amendment and that thereupon the prior Certificate of Authority No. 9474, dated
December 31, 1990, be canceled.
ELTON BOMER
COMMISSIONER OF INSURANCE
BY: /s/ Kathy A. Wilcox
------------------------------
Kathy A. Wilcox, Director
Insurer Services
Order 94-0580
Recommended by:
/s/ Jose Flores
---------------------------------
Jose Flores, Insurance Specialist
Insurer Services
<PAGE>
ARTCLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
Pursuant to the provisions of Articles 4.04 of the Texas Business
Corporation Act and Article 3.05 of the Insurance Code of Texas, Great American
Reserve Insurance Company (herein after referred to as the "Company") adopts the
following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
The following amendment to the Articles of Incorporation was adopted by
the sole shareholder of the Company pursuant to Written Consent dated June 3,
1998:
RESOLVED, that Article One of the Articles of Incorporation of
the Company be amended to read as follows:
"ARTICLE ONE
The name of the corporation shall be Conseco Variable Insurance
Company."
ARTICLE TWO
The total number of shares of the Company outstanding at the time of
such adoption was one million forty-three thousand five hundred sixty-five
(1,043,565) and the number of shares entitled to vote thereon was one million
forty-three thousand five hundred sixty-five (1,043,565).
ARTICLE THREE
The holder of all of the one million forty-three thousand five hundred
sixty-five (1,043,565) shares outstanding and entitled to
<PAGE>
vote on said amendment has signed a consent in writing voting for said
amendment. No votes were cast against said amendment.
IN WITNESS WHEREOF, the undersigned officer executes these Articles of
Amendment to the Articles of Incorporation of Great American Reserve Insurance
Company, this 15th day of June 1998.
GREAT AMERICAN RESERVE INSURANCE COMPANY
/s/ Thomas J. Kilian
---------------------------
Thomas J. Kilian, President
Attest:
/s/ Michael A. Colliflower
----------------------------------
Michael A. Colliflower, Assistant
Secretary
STATE OF INDIANA )
)
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State personally
appeared Thomas J. Kilian, President, and Michael A. Colliflower, Assistant
Secretary, of Great American Reserve Insurance Company who acknowledge the
execution of the foregoing instrument, and who, having been duly sworn, stated
that any representations contained therein are true.
Witness my hand and Notarial Seal this 15th day of June, 1998.
/s/ Holley Jeannette Schwab
--------------------------------------
Holley Jeannette Schwab, Notary Public
Residing in Marion County, IN
Commission Expires 6/22/99
<PAGE>
No. 96-0204
OFFICIAL ORDER
OF THE
COMMISSIONER OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date FEB 26 1996
Subject Considered:
GREAT AMERICAN RESERVE INSURANCE COMPANY
Amarillo, Texas
TDI No. 01-35200
AMENDMENT TO THE ARTICLES OF INCORPORATION
CONSENT ORDER
DOCKET NO. C-96-0089
General remarks and official action taken:
On this day came on for consideration by the Commissioner of Insurance, pursuant
to TEX. INS. CODE ANN. art. 3.05 and TEX. BUS. CORP. ACT art. 4.02 and art.
4.04, the application of GREAT AMERICAN RESERVE INSURANCE COMPANY, Amarillo,
Texas, hereinafter referred to as "APPLICANT", for approval of an amendment to
its Articles of Incorporation to change the duration of the Charter.
Staff for the Texas Department of Insurance and the duly authorized
representative of APPLICANT, have consented to the entry of this order as
evidenced by their signatures hereto and request the Commissioner of Insurance
informally dispose of this matter pursuant to the SS.2001.056, and 28 TEX.
ADMIN. CODE SS.1.47.
WAIVER
APPLICANT acknowledges the existence of its right to the issuance and service of
notice of hearing, a public hearing, a proposal for decision, rehearing by the
Commissioner of Insurance, and judicial review of this administrative action, as
provided for in TEX. INS. CODE ANN. art. 1.04 and TEX. GOV'T CODE ANN.
SS.2001.051, 2001.052, 2001.145 and 2001.146, and by the signature of its duly
authorized representative on this order, has expressly waived each and every
such right and acknowledges the jurisdiction of the Commissioner of Insurance.
<PAGE>
96-0204
COMMISSIONER'S ORDER
GREAT AMERICAN RESERVE INSURANCE COMPANY
PAGE 2 of 4
FINDINGS OF FACT
Based upon the express consent of APPLICANT and the recommendation of the Texas
Department of Insurance staff, the Commissioner of Insurance makes the following
findings of fact:
1. APPLICANT is a domestic stock life insurance company.
2. Action by the Board of Directors and Shareholders of APPLICANT
authorizing the proposed charter amendment as required and permitted
by TEX. INS. CODE ANN. art. 3.05 and TEX. BUS. CORP. ACT art. 4.02 and
art. 4.04 has been evidenced to the Commissioner of Insurance.
3. As a result of the amendment to the Articles of Incorporation, Article
V is being amended to change the period of duration of the Charter to
perpetual.
4. The proposed capital and surplus of APPLICANT is equal to or exceeds
the minimum requirements of capital and surplus required by the Texas
Insurance Code for a domestic stock life insurance company, and is the
bona fide, unconditional, and unencumbered property of the company.
5. APPLICANT represents to the Commissioner of Insurance that its
officers, directors and managing executives possess sufficient
insurance experience, ability, and standing to render the continued
success of the company probable.
6. APPLICANT is acting in good faith.
CONCLUSIONS OF LAW
Based upon the foregoing findings of fact, the Commissioner of Insurance makes
the following conclusions of law:
1. The Commissioner of Insurance has authority and jurisdiction over this
application under TEX. INS. CODE ANN. art. 3.05.
2. The Commissioner of Insurance has authority to dispose of this matter
under TEX. GOV'T CODE ANN. SS.2001.056, TEX. INS. CODE ANN. art.
1.33(e), and 28 TEX. ADMIN. CODE SS.1.47.
3. APPLICANT and staff have knowingly and voluntarily waived all
procedural requirements for the entry of this order, including, but
not limited to, notice of hearing, a public hearing, a
<PAGE>
96-0204
COMMISSIONER'S ORDER
GREAT AMERICAN RESERVE INSURANCE COMPANY
PAGE 3 of 4
proposal for decision, rehearing by the Commissioner of Insurance, and
judicial review of the order as provided for in TEX. GOV'T CODE ANN.
SS.2001. 051, 2001.052, 2001.145 and 2001.146, and TEX. INS. CODE ANN. art.
1.04.
4. Action by the Board of Directors and the Shareholders of APPLICANT
authorizing the proposed amendment as required and permitted by TEX. INS.
CODE ANN. art. 3.05 and TEX. BUS. CORP. ACT art. 4.02 and art. 4.04 has
been evidenced to the Commissioner of Insurance.
5. The proposed amendment to the Articles of Incorporation of APPLICANT is
properly supported by the required documents.
IT IS, THEREFORE, THE ORDER of the Commissioner of Insurance that the charter
amendment of GREAT AMERICAN RESERVE INSURANCE COMPANY, Amarillo, Texas, to
change the duration of the Charter, be, and the same is hereby, approved.
ELTON BOMER
COMMISSIONER OF INSURANCE
BY /s/ Kathy A. Wilcox
-------------------------
Kathy A. Wilcox
Director
Insurer Services
Order 94-0580
Recommended By:
/s/ Cindy Thurman
--------------------
Cindy Thurman
Admissions Officer
Insurer Services
Recommended By:
/s/ Cathy Nelson
--------------------
Cathy Nelson
Insurance Technician
Insurer Services
<PAGE>
96-0204
COMMISSIONER'S ORDER
GREAT AMERICAN RESERVE INSURANCE COMPANY
PAGE 4 of 4
Agreed to by:
GREAT AMERICAN RESERVE INSURANCE COMPANY
By: /s/ Lawrence W. Inlow
-------------------------
(printed name) LAWRENCE W. INLOW
Title: EXECUTIVE VICE PRESIDENT
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF GREAT AMERICAN RESERVE INSURANCE COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act and Article 3.05 of the Insurance Code of Texas, Great American
Reserve Insurance Company (herein after referred to as the "Company") adopts the
following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Great American Reserve Insurance Company.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
sole shareholder of the Company pursuant to a written consent dated December 1,
1995:
RESOLVED, that Article V of the Articles of Incorporation of
the Company be amended to read as follows:
"ARTICLE V
The Company shall have perpetual existance."
ARTICLE THREE
The total number of shares of the Company outstanding at the time of
such adoption was one million forty-three thousand five hundred sixty-five
(1,043,565) and the number of shares entitled to vote thereon was one million
forty-three thousand five hundred sixty-five (1,043,565).
ARTICLE FOUR
The holder of all of the one million forty-three thousand five
<PAGE>
hundred sixty-five (1,043,565) shares outstanding and entitled to vote on said
amendment has signed a consent in writing voting for said amendment. No votes
were cast against said amendment.
IN WITNESS WHEREOF, the undersigned officer executes these Articles of
Amendment to the Articles of Incorporation of Great American Reserve Insurance
Company, this 1st day of December 1995.
GREAT AMERICAN RESERVE INSURANCE COMPANY
/s/ Lynn C. Tyson
----------------------
Lynn C. Tyson, President
Attest:
/s/ Eric S. Tooker
----------------------
Eric S. Tooker, Assistant Secretary
STATE OF INDIANA )
)
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State personally
appeared Lynn C. Tyson, President, and Eric S. Tooker, Assistant Secretary, of
Great American Reserve Insurance Company who acknowledge the execution of the
foregoing instrument, and who, having been duly sworn, stated that any
representations contained therein are true.
Witness my hand and Notarial Seal this 1st day of December, 1995.
/s/ Krista A. Pearson
--------------------------
Krista A. Pearson, Notary Public
Residing in Marion County, IN
Commission Expires 12/11/98
<PAGE>
CERTIFICATE
The undersigned, Lynn C. Tyson and Lawrence W. Inlow, hereby certifies
that they are the duly elected, qualified and acting President and Secretary,
respectively, of Great American Reserve Insurance Company, a Texas insurance
corporation (the "Corporation"); that attached hereto is as Exhibit A and as
Exhibit B are true and correct copies of resolutions adopted by the sole
shareholder and by the Board of Directors, respectively, of the Corporation
pursuant to written consents dated December 1, 1995; and that as of the date
hereof said written consents have not been further amended and remain in full
force and effect. The undersigned further certifies that attached hereto as
Exhibit C is a true and correct copy of the Articles of Amendment to the
Articles of Incorporation of the Corporation dated December 1, 1995; and that
such Articles of Amendment have not been further amended and as of the date
hereof remain in full force and effect.
IN WITNESS WHEREOF, This Certificate has been executed this 17th day of
January, 1996.
/s/ Lynn C. Tyson
---------------------
Lynn C. Tyson, President
/s/ Lawrence W. Inlow
----------------------------
Lawrence W. Inlow, Secretary
<PAGE>
NO. 90-2081
FILED 1/3 1991
5:00 P.M.
COMMISSIONER INSURANCE
BY: /s/ Susan Pin
HEARINGS SECTION
OFFICIAL ORDER
OF THE
COMMISSIONER OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date DEC 31 1990
Subject Considered:
GREAT AMERICAN RESERVE INSURANCE COMPANY
Dallas, Texas
CHARTER AMENDMENT
Docket No. 11070
General remarks and official action taken:
On this day came on for consideration by the Commissioner of Insurance, pursuant
to TEX. INS. CODE arts. 3.04 and 3.05, and TEX. BUS. CORP. ACT. arts. 4.02, 4.04
and 9.10, the application of GREAT AMERICAN RESERVE INSURANCE COMPANY, Dallas,
Texas, for the approval of amendments to its charter changing the location of
its home office and changing the number of directors.
On December 27, 1990, a public hearing concerning the charter amendments
proposed by the applicant was held before Will McCann, Hearings Officer, in the
offices of the State Board of Insurance, 1110 San Jacinto, Austin, Texas. The
Commissioner's staff was represented by Ira M. Goodrich, Staff Attorney, and
Cindy Thurman, Insurance Technician. The applicant was represented by Rodney D.
Moore, Attorney, and Joseph L. Maverick, Vice President of GREAT AMERICAN
RESERVE INSURANCE COMPANY. Evidence in the form of exhibits and testimony was
presented at the hearing.
JURISDICTION
The Commissioner of Insurance has jurisdiction over the application of GREAT
AMERICAN RESERVE INSURANCE COMPANY pursuant to TEX. INS. CODE arts. 3.04 and
3.05 and TEX. BUS. CORP. ACT arts. 4.02, 4.04 and 9.10. The notice of hearing,
dated December 11, 1990, was properly addressed and sent by certified mail,
return receipt requested, to the applicant pursuant to TEX. REV. CIV. STAT. art.
6252-13a SS.13. The notice of hearing contained a statement of the time, place
and nature of the hearing, and a statement of the matters asserted and of the
legal authority and jurisdiction under which the hearing was to be held.
<PAGE>
90-2081
COMMISSIONER'S ORDER
GREAT AMERICAN RESERVE INSURANCE CO.
PAGE 2 OF 3
FINDINGS OF FACT
Based upon the evidence presented at the hearing and the recommendations of the
Hearings Officer, the Commissioner of Insurance makes the following findings of
fact.
1. GREAT AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas, is a domestic
stock life insurance company engaged in the business of insurance pursuant
to the provisions of Chapter 3 of the Insurance Code.
2. Action by the Board of Directors and the shareholder of GREAT AMERICAN
RESERVE INSURANCE COMPANY authorizing the proposed amendments as required
and permitted by TEX. INS. CODE arts. 3.04 and 3.05 and TEX. BUS. CORP. ACT
arts. 4.02, 4.04 and 9.10 has been evidenced to the Commissioner of
Insurance.
3. As a result of the amendment to Article II of the Articles of
Incorporation, the applicant will change its home office from Dallas,
Texas, to Amarillo, Texas.
4. As a result of the amendment to Article VI of the Articles of
Incorporation, the article will provide for a board of directors of not
less than five nor more than fifteen members, which shall manage the
affairs and property of the corporation.
5. The capital and surplus of GREAT AMERICAN RESERVE INSURANCE COMPANY are
equal to or exceed the minimum requirements of capital and surplus provided
in the Insurance Code for a Chapter 3 company, and are the bona fide,
unconditional and unencumbered property of the company. There is no change
in the capital structure of the company as a result of this amendment.
6. Testimony evidences that the officers, directors and managing executives of
GREAT AMERICAN RESERVE INSURANCE COMPANY possess sufficient insurance
experience, ability and standing to render the continued success of the
company probable.
7. Testimony evidences that GREAT AMERICAN RESERVE INSURANCE COMPANY is acting
in good faith.
CONCLUSION OF LAW
Based upon the foregoing findings of fact, the Commissioner of Insurance makes
the following conclusion of law:
The proposed amendments to the charter of GREAT AMERICAN RESERVE
INSURANCE COMPANY, Dallas, Texas, have been
<PAGE>
90-2081
COMMISSIONER'S ORDER
GREAT AMERICAN RESERVE INSURANCE CO.
PAGE 3 OF 3
evidenced to the Commission of Insurance, are properly supported by
the required documents and meet all the requirements of law for their
approval.
IT IS, THEREFORE, THE ORDER of the Commissioner of Insurance that the charter
amendments of GREAT AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas, changing
the home office of the company from Dallas, Texas, to Amarillo, Texas, and
changing the number of directors, be, and the same are hereby, approved.
IT IS FURTHER ORDERED that a Certificate of Authority be issued to GREAT
AMERICAN RESERVE INSURANCE COMPANY, Amarillo, Texas, evidencing the changes
effected by these amendments, and that thereupon the prior Certificate of
Authority be cancelled.
/s/ A. W. POGUE
-------------------------
A. W. POGUE
COMMISSIONER OF INSURANCE
RECOMMENDED BY;
/s/ WILL MCCANN
---------------
WILL MCCANN
HEARINGS OFFICER
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act and Article 3.05 of the Insurance Code of Texas, Great American
reserve Insurance Company (herein after referred to as the "Corporation") adopts
the following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Great American Reserve Insurance Company.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
sole shareholder of the Corporation pursuant to a written consent dated June 27,
1990:
RESOLVED, that Article II of the Articles of Incorporation of the
Corporation be amended to read as follows:
"ARTICLE II
The location of its home office shall be Amarillo, Potter
County, Texas."
ARTICLE THREE
The following amendment to the Articles of Incorporation was adopted by the
sole shareholder of the Corporation pursuant to a written consent dated June 27,
1990:
RESOLVED, that Article VI of the Articles of Incorporation of the
Corporation be amended to read as follows:
<PAGE>
"ARTICLE VI
The corporation shall have a Board of Directors of not less than
five (5) nor more than fifteen (15), which shall manage the affairs
and property of the corporation. The By-Laws shall specify the number
of directors within the limits herein specified, and such number may
be increased or decreased from time to time by amendment to the
By-Laws of the corporation, but shall never be decreased to less than
five (5) in number. The directors shall be elected annually or as
provided by law and shall hold office until their successors are
elected and qualify. The initial Board of Directors shall consist of
seven (7) directors."
ARTICLE FOUR
The total number of shares of the Corporation outstanding at the time of
such adoption was one million fifty-three thousands five hundred sixty-five
(1,043,565) and the number of shares entitled to vote thereon was one million
forty-three thousand five hundred sixty-five (1,043,565).
ARTICLE FIVE
The holder of all of the one million forty-three thousand five hundred
sixty-five (1,043,565) shares outstanding and entitled to vote on said amendment
has signed a consent in writing voting for said amendment. No votes were cast
against said amendment.
<PAGE>
IN WITNESS WHEREOF, the undersigned officer executes these Articles of
Amendment to the Articles of Incorporation of Great American Reserve Insurance
Company, this 28th day of September, 1990.
GREAT AMERICAN RESERVE INSURANCE
COMPANY
/s/ Donald F. Gongaware
----------------------------------
Donald F. Gongaware, President
Attest:
/s/ Eric S. Tooker
-----------------------------
Eric S. Tooker, Assistant
Secretary
STATE OF INDIANA )
)
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State personally
appeared Donald F. Gongaware, President, and Eric S. Tooker, Assistant
Secretary, of Great American Reserve Insurance Company who acknowledged the
execution of the foregoing instrument, and who, having been duly sworn, stated
that any representations contained therein are true.
Witness my hand and Notarial Seal this 28th day of September, 1990.
/s/ Deborah A. Neal
------------------------------
Deborah A. Neal, Notary Public
Residing in Clinton County, IN
Commission Expires 8/4/94
<PAGE>
STATE OF TEXAS
STATE BOARD OF INSURANCE
Certificate No. 9474 [STATE OF TEXAS SEAL] Company No. 01-35200
CERTIFICATE OF AUTHORITY
THIS IS TO CERTIFY THAT
GREAT AMERICAN RESERVE INSURANCE COMPANY
AMARILLO, TEXAS
has complied with the laws of the State of Texas applicable thereto and is
hereby authorized to transact the business of
Life; Accident; Health;
Variable Annuity and Variable Life
insurance within the State of Texas. This Certificate of Authority shall be in
full force and effect until it is revoked, canceled or suspended according to
law.
[SEAL] IN TESTIMONY WHEREOF, witness
my hand and seal of office at
Austin, Texas, this 31ST day of
DECEMBER, A.D. 1990.
/s/ A.W. POGUE
-----------------------------------
COMMISSIONER OF INSURANCE
<PAGE>
STATE BOARD OF INSURANCE
STATE OF TEXAS
[SEAL OF THE STATE OF TEXAS]
As the chief executive and administrative officer of the State Board of
Insurance, the Commissioner of Insurance is the official custodian of the
records of the agency. TEX. INS. CODE ANN. art. 1.09a, TEXAS OPEN RECORDS ACT
TEX. REV. CIV. STAT. ANN. art. 6252-17a SS.5(a). Pursuant to the power vested in
the Commissioner under article 1.09(g), the Commissioner authorizes such
deputies as are necessary to carry out the provisions of the Open Records Act.
As a duly authorized representative of the Commissioner of Insurance, I hereby
certify that the hereunto attached document is a true, complete and correct copy
of:
Articles of Amendment to the Articles of Incorporation of GREAT
AMERICAN RESERVE INSURANCE COMPANY, Amarillo, Texas, as filed with the
State Board of Insurance and Commissioner's Order No. 90-2081,
together, consisting of six (6) pages;
Be it known that the official records of the State Board of Insurance contain a
copy of aforesaid instrument.
WITNESS MY HAND, and the seal of the Texas State Board of Insurance, this
7th day of January, 1991.
A. W. POGUE
COMMISSIONER OF INSURANCE
By: /s/ Beverly McVey
-------------------------
<PAGE>
No. 88-0418
OFFICIAL ORDER
OF THE
COMMISSIONER OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date Apr 7 1988
Subject Considered: GREAT AMERICAN RESERVE INSURANCE COMPANY,
Dallas, Texas
CHARTER AMENDMENT
Docket No. 9846
General remarks and official action taken:
On this day came on for consideration by the Commissioner of Insurance, pursuant
to TEX. INS. CODE art. 3.05 and TEX. BUS. CORP. ACT arts. 4.02 and 4.04, the
application of GREAT AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas, for the
approval of an amendment to its charter in regard to director liability.
On March 29, 1988, a public hearing concerning the proposed charter amendment
was held before O. A. Cassity, III, Hearings Officer, in the offices of the
State Board of Insurance, 1110 San Jacinto, Austin, Texas. The Commissioner's
staff was represented by Ira M. Goodrich, Staff Attorney, and Cindy Thurman,
Corporate Custodian and Tax Division. GREAT AMERICAN RESERVE INSURANCE COMPANY
was represented by J. Ralph Wood, Jr., Vice President and General Counsel.
Evidence in the form of exhibits and testimony was presented at the hearing.
JURISDICTION
The Commissioner of Insurance has jurisdiction over the application of GREAT
AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas, pursuant to TEX. INS. CODE
art. 3.05 and TEX. BUS. CORP. ACT arts. 4.02 and 4.04. Notice of the hearing,
dated March 3, 1988, was properly addressed and sent by certified mail, return
receipt requested, to GREAT AMERICAN RESERVE INSURANCE COMPANY pursuant to TEX.
REV. CIV. STAT. art. 6252-13a SS.13, and contained a statement of the time,
place and nature of the hearing, and a statement of the matters asserted and of
the legal authority and jurisdiction under which the hearing was to be held.
<PAGE>
COMMISSIONER'S ORDER
GREAT AMERICAN RESERVE INSURANCE COMPANY
PAGE 2 OF 3 88-0418
FINDINGS OF FACT
Based upon the evidence presented at the hearing and the recommendations of the
Hearings Officer, the Commissioner of Insurance makes the following findings of
fact:
1. GREAT AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas, is a domestic
stock life insurance company engaged in the business of insurance pursuant
to the provisions of Chapter 3 of the Insurance Code.
2. Action by the Board of Directors and the shareholders of GREAT AMERICAN
RESERVE INSURANCE COMPANY authorizing the proposed amendment as required
and permitted by TEX. INS. CODE art. 3.05 and TEX. BUS. CORP. ACT arts.
4.02, 40.4, and 9.10 has been evidenced to the Commissioner of Insurance.
3. As a result of the amendment to the Articles of Incorporation, a new
Article VII was added. The amendment permits the limitation of the
liability of a director of the company.
4. Notice of the hearing on the application was published in a newspaper of
general circulation in the county of the home office of GREAT AMERICAN
RESERVE INSURANCE COMPANY.
5. The officers, directors and managing executives of GREAT AMERICAN RESERVE
INSURANCE COMPANY have been shown by the evidence to possess sufficient
insurance experience, ability and standing to render the continued success
of the company probable.
6. GREAT AMERICAN RESERVE INSURANCE COMPANY is acting in good faith.
CONCLUSION OF LAW
Based upon the foregoing findings of fact, the Commissioner of Insurance makes
the following conclusion of law:
The proposed amendment to the Articles of Incorporation of GREAT
AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas, has been evidenced
to the Commissioner of Insurance, is properly supported by the
required documents, and meets all the requirements of law for its
approval.
<PAGE>
COMMISSIONER'S ORDER
GREAT AMERICAN RESERVE INSURANCE COMPANY
PAGE 3 OF 3 88-0418
IT IS, THEREFORE, THE ORDER of the Commissioner of Insurance that the amendment
to the Articles of Incorporation of GREAT AMERICAN RESERVE INSURANCE COMPANY,
Dallas, Texas, pertaining to the liability of a director be, and the same is
hereby, approved.
/s/ R. B. Ashworth
-------------------------
DOYCE R. LEE
COMMISSIONER OF INSURANCE
By R. B. Ashworth
Acting Commissioner
RECOMMENDED BY:
/s/ O. A. Cassity, III
-------------------------
O.A. CASSITY, III
HEARINGS OFFICER
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act and Article 3.05 of the Insurance Code of Texas, the undersigned
corporation adopts the following Articles of Amendment to the Articles of
Incorporation of GREAT AMERICAN RESERVE INSURANCE COMPANY, which amendment has
the effect of eliminating the personal liability of a director of the
corporation to the corporation or its stockholders for monetary damages for an
act of omission in the director's capacity as a director as authorized by
Article 13.02-7.06, Texas Miscellaneous Corporation Laws Act.
ARTICLE ONE
The name of the corporation is GREAT AMERICAN RESERVE INSURANCE COMPANY.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
shareholders of the Corporation on the 17th day of December, 1987. The
Amendment, Article VII, is an addition to the Articles of Incorporation as
amended and the full text of the provision added is as follows:
"ARTICLE VII
A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article does not eliminate or
limit the liability of a director for:
(1) a breach of a director's duty of loyalty to the corporation or
its shareholders;
(2) an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;
(3) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope
of the director's office;
(4) an act or omission for which the liability of a director is
expressly provided for by statute; or
(5) an act related to an unlawful stock.
<PAGE>
No repeal or modification of this Article VII by the shareholders of the
corporation shall adversely affect any right or protection of a director
existing at the time of such repeal or modification with respect to events
or circumstances occurring or existing prior to such time.
ARTICLE THREE
The total number of shares of the corporation outstanding at the time of
such adoption was one million fifty-three thousand five hundred sixty-five
(1,053,565) and the number of shares entitled to vote thereon was one million
forty-three thousand five hundred sixty-five (1,043,565).
ARTICLE FOUR
The holder of all of the one million forty-three thousand five hundred
sixty-five (1,043,565) shares outstanding and entitled to vote on said amendment
has signed a consent in writing voting for said amendment. No votes were cast
against said amendment.
Date: December 17, 1987 GREAT AMERICAN RESERVE INSURANCE
COMPANY
By: /s/ THOMAS C. HARDY
--------------------------------
THOMAS C. HARDY, President
By: /s/ J. RALPH WOOD, JR.
--------------------------------
J. RALPH WOOD, JR., Secretary
THE STATE OF TEXAS )
)
COUNTRY OF DALLAS )
Before me, a Notary Public on this 17th day of December, 1987,
personally appeared Thomas C. Hardy, known to me to be the person whose name is
subscribed to the foregoing document, and being by me first duly sworn, declared
that the statements therein contained are true and correct.
Given under my hand and seal of office, this day of December 17, 1987.
(Notary Seal) /s/ Isobel Woodford
------------------------
Notary Public in and for
The State of Texas
My Commission Expires:
3-23-91
<PAGE>
No. 85-1701
OFFICIAL ORDER
OF THE
COMMISSIONER OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date: Jun 14 1985
GREAT AMERICAN RESERVE INSURANCE COMPANY
Dallas, Texas
Subject Considered:
CHARTER AMENDMENT
Docket No. 9004
General remarks and official action taken:
On this day came on for consideration by the Commissioner of Insurance, pursuant
to TEX. INS. CODE arts. 3.04 and 3.05 and TEX. BUS. CORP. ACT arts. 4.02, 4.04
and 9.10, the application of GREAT AMERICAN RESERVE INSURANCE COMPANY, Dallas,
Texas, for the approval of an amendment to its charter increasing its authorized
capital stock by creating a new class of preferred stock.
On June 13, 1985, a public hearing concerning the charter amendment proposed by
the applicant was held before J. C. Thomas, Hearings Officer, in the offices of
the State Board of Insurance, 1110 San Jacinto, Austin, Texas. The
Commissioner's staff was represented by Ira M. Goodrich, Attorney, and Olin B.
Clemons, Assistant Director, Corporate Custodian and Tax Division. The applicant
was represented by Robert Sneed, Attorney, and John Howard Stecker,
Vice-President and Treasurer. Evidence in the form of exhibits and testimony was
presented at the hearing.
JURISDICTION
The Commissioner of Insurance has jurisdiction over the application of GREAT
AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas, pursuant to TEX. INS. CODE
arts 3.04 and 3.05. Notice of the hearing, dated May 29, 1985, was properly
addressed and sent by certified mail, return receipt requested, to the applicant
by the Commissioner of Insurance, pursuant to TEX. REV. CIV. STAT. art. 6252-13a
SS.13, and contained a statement of the time, place and nature of the hearing,
and a statement of the matters asserted and of the legal authority and
jurisdiction under which the hearing was to be held.
FINDINGS OF FACT
Based upon the evidence presented at the hearing and the recommendation of the
Hearings Officer, the Commissioner of Insurance makes the following findings of
fact:
1. GREAT AMERICAN RESERVE INSURANCE COMPANY is a domestic stock life
insurance company engaged in the business of insurance pursuant to the
provisions of Chapter 3 of the Texas Insurance Code.
2. Action by the Board of Directors and the Shareholders of GREAT
AMERICAN RESERVE INSURANCE COMPANY authorizing the proposed amendment
as required and permitted by TEX. INS. CODE arts. 3.04 and 3.05 and
TEX. BUS. CORP. ACT arts. 4.02, 4.04 and 9.10 had been evidenced to
the Commissioner of Insurance.
<PAGE>
GREAT AMERICAN RESERVE
INSURANCE COMPANY
PAGE 2 OF PAGE 2 85-1701
3. As a result of the charter amendment the company will increase its
authorized capital stock from $5,112,000.00 divided into 1,065,000
shares of common stock with a par value of $4.80 per share to
$9,112,000.00 divided into 1,065,000 shares of common stock with a par
value of $4.80 per share, and 40,000 shares of preferred stock with a
par value of $100.00 per share.
4. As of the date of the hearing, 1,043,565 shares of common stock,
representing more than 50% of the authorized capital stock, had been
subscribed to and fully paid for by the sole shareholder of the
company.
5. The amendment will not increase the stated capital of GREAT AMERICAN
RESERVE INSURANCE COMPANY.
6. The capital and surplus of GREAT AMERICAN RESERVE INSURANCE COMPANY,
as of the date of the hearing and upon approval of the charter
amendment, exceeds the minimum requirements of capital and surplus
provided in the Texas Insurance Code, and is the bona fide,
unconditional and unencumbered property of the company.
7. The officers, directors and managing executives of GREAT AMERICAN
RESERVE INSURANCE COMPANY have been shown by the evidence to possess
sufficient insurance experience, ability and standing to render the
continued success of the company probable.
8. The testimony evidences that GREAT AMERICAN RESERVE INSURANCE COMPANY
is acting in good faith.
CONCLUSIONS OF LAW
Based upon the foregoing findings of fact, the Commissioner of Insurance makes
the following conclusions of law:
The proposed amendment to the Articles of Incorporation of GREAT AMERICAN
RESERVE INSURANCE COMPANY, Dallas, Texas, has been evidenced to the
Commissioner of Insurance, is properly supported by the required documents,
and meets all the requirements of law for its approval.
IT IS, THEREFORE, THE ORDER of the Commissioner of Insurance that the charter
amendment increasing the authorized capital stock of GREAT AMERICAN RESERVE
INSURANCE COMPANY, Dallas, Texas, from $5,112,000.00 divided into 1,065,000
shares of common stock with a par value of $4.80 per share to $9,112,000.00
divided into 1,065,000 shares of common stock with a par value of $4.80 per
share, and 40,000 shares of preferred stock with a par value of $100.00 per
share be, and the same is hereby, approved.
/s/ TOM BOND
-------------------------
TOM BOND
COMMISSIONER OF INSURANCE
Recommended By:
/s/ J. C. THOMAS By: /s/ Nicholas Murphy
------------------------- -------------------------
J. C. THOMAS Deputy Commissioner
HEARINGS OFFICER
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act and Article 3.05 of the Insurance Code of Texas, the undersigned
corporation adopts the following Articles of Amendment to the Articles of
Incorporation of GREAT AMERICAN RESERVE INSURANCE COMPANY, which amendment has
the effect of increasing the authorized capital stock from $5,112,000.00 to
$9,112,000.00 by creating a new class of preferred stock of 40,000 shares of the
par value of $100.00 each so that the capital stock of the corporation shall be
$9,112,000.00 divided into 1,065,000 shares of common stock of the par value of
$4.80 each and 40,000 shares of preferred stock of the par value of $100.00
each.
ARTICLE ONE
The name of the corporation is GREAT AMERICAN RESERVE INSURANCE COMPANY.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
shareholders on the 28th day of May, 1985.
"Article IV of the Article of Incorporation of GREAT AMERICAN RESERVE
INSURANCE COMPANY is hereby amended so as to hereafter read as
follows:
ARTICLE IV.
"The aggregate amount of the authorized capital stock of this
corporation shall be $9,112,000.00, divided into: (1) 1,065,000 shares
of common stock, each of the par value of $4.80; and (2) 40,000 shares
of preferred stock, each of the par value of $100.00
"The preferred stock may be issued in one or more series. The
designations, preferences and other special rights, of the preferred
stock of each series shall be such as are stated and expressed herein
and, to the extent not stated and expressed herein, shall be such as
may be fixed by the Board of Directors (authority so to do being
hereby expressly granted) and stated and expressed in a resolution or
resolutions adopted by the Board of Directors providing for the issue
of preferred stock of such series. Such resolution or resolutions shall
(a) specify the series to which the preferred stock shall belong, (b)
state whether a dividend shall be payable in cash, stock or otherwise,
whether such dividend shall be cumulative or non-cumulative and
whether the preferred stock of such series shall rank on
1
<PAGE>
parity with any other series of preferred stock as to dividend and fix
the dividend rate therefor (or the manner of computing the rate of
such dividends thereon), (c) fix the amount which the holders of the
preferred stock of such series shall be entitled to be paid in the
event of a voluntary or involuntary liquidation, dissolution or
winding up of the corporation, (d) state whether or not the preferred
stock of such series shall be redeemable and at what times and under
what conditions and the amount or amounts payable thereon in the event
of redemption; and may provide for a sinking fund for the purchase or
redemption; or a purchase fund for the purchase of shares of such
series and the terms and provisions governing the operation of any
such fund and the status as to reissuance of shares of preferred stock
purchased or otherwise reacquired or redeemed or retired through
operation thereof, and that so long as the corporation is in default
as to such sinking or purchase fund the corporation shall not (with
such exceptions, if any, as may be provided) pay any dividends upon or
purchase or redeem shares of capital common stock with respect to
dividends or distribution of assets upon liquidation; and grant such
other special rights to the holders of shares of such series as the
Board of Directors may determine and as shall not be inconsistent with
the provisions of this Article."
ARTICLE THREE
The total number of shares of the corporation outstanding at the time of
such adoption was one million forty-three thousand five hundred sixty-five
(1,043,565) and the number of shares entitled to vote thereon was one million
forty-three thousand five hundred sixty-five (1,043,565).
ARTICLE FOUR
The holder of all of the one million forty three thousand five hundred
sixty five (1,043,565) shares outstanding and entitled to vote on said amendment
has signed a consent in writing voting for said amendment. No votes were cast
against said amendment.
ARTICLE FIVE
The amendment does not provide for any exchange, reclassification or
cancellation of issued shares. The amendment does not change the amount of
stated capital, but creates a new class of shares, same being forty thousand
(40,000) preferred shares of $100.00 par value, with all the rights and
privileges specified in Article Two hereof, which will be authorized but
unissued. If any of such preferred shares are issued, the amount of stated
capital will be increased by a sum equal to the par value of those shares
issued.
2
<PAGE>
DATED: MAY 28, 1985.
Filed with State Board of In-
surance of the State of
Texas This 14TH
Day of JUNE 1985
Commissioner of Insurance
By /s/ S R
GREAT AMERICAN RESERVE INSURANCE COMPANY
By: /s/ THOMAS C. HARDY
----------------------------------------
THOMAS C. HARDY, President
By: /s/ J. RALPH WOOD, JR.
----------------------------------------
J. RALPH WOOD, JR. Secretary
THE STATE OF TEXAS
COUNTY OF DALLAS
I, Wanda Lee, a Notary Public, do hereby certify that on this the 28th day
of May, 1985, personally appeared before me Thomas C. Hardy, who declared that
he is President of the corporation executing the foregoing instrument, and being
by me first duly sworn, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I hereunto set my hand and seal of office, the date and
year before written.
(Notary Seal) /s/ Wanda Lee
------------------------
Notary Public in and for
The State of Texas
My commission expires:
WANDA LEE, Notary Public Wanda Lee
----------------------------------- ------------------------
in and for the State of Texas (Printed Name of Notary)
My Commission expires November 30, 1988
THE STATE OF TEXAS
COUNTY OF DALLAS
I, Wanda Lee, A Notary Public, do hereby certify that on this the 28th day
of May, 1985, personally appeared before me J. Ralph Wood, Jr., who declared
that he is Secretary of the corporation executing the foregoing instrument, and
being by me first duly sworn, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I hereunto set my hand and seal of office, the date and
year before written.
(Notary Seal) /s/ Wanda Lee
------------------------
Notary Public in and for
The State of Texas
My commission expires:
WANDA LEE, Notary Public Wanda Lee
----------------------------------- ------------------------
in and for the State of Texas (Printed Name of Notary)
<PAGE>
STATE BOARD OF INSURANCE
STATE OF TEXAS
[TEXAS STATE SEAL]
As the chief executive and administrative officer of the State Board of
Insurance, the Commissioner of Insurance is the official custodian of the
records of the agency. TEX. INS. CODE ANN. art. 1.09a, TEXAS OPEN RECORDS ACT
TEX. REV. CIV. STAT. ANN. art. 6252-17a SS.5(a). Pursuant to the power vested in
the Commissioner under article 1.09(g), the Commissioner authorizes such
deputies as are necessary to carry out the provisions of the Open Records Act.
As a duly authorized representative of the Commissioner of Insurance, I hereby
certify that the hereunto attached document is a true, complete and correct copy
of:
The Amendment to the Articles of Incorporation of GREAT AMERICAN RESERVE
INSURANCE COMPANY, Dallas, Texas, together with Commissioner Order No. 88-0418,
dated April 7, 1988, consisting of five (5) pages.
Be it known that the official records of the State Board of Insurance contain a
copy of aforesaid instrument.
WITNESS MY HAND, and the seal of the Texas State Board of Insurance, this
2ND day of NOVEMBER, 1988.
DOYCE R. LEE
COMMISSIONER OF INSURANCE
By: /s/ Jack Illegible
-------------------------
<PAGE>
No. 85-1001
OFFICIAL ORDER
OF THE
COMMISSIONER OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date Mar 27 1985
Subject Considered:
GREAT AMERICAN RESERVE INSURANCE COMPANY
Dallas, Texas
CHARTER AMENDMENT
Docket No. 7955
General remarks and official action taken:
On this day came on for consideration by the Commissioner of Insurance, pursuant
to TEX. INS. CODE arts. 3.04 and 3.05 and TEX. BUS. CORP. ACT arts. 4.02, 4.04
and 9.10, the application of GREAT AMERICAN RESERVE INSURANCE COMPANY, Dallas,
Texas, for the approval of an amendment to its charter increasing its authorized
capital stock through an increase in the par value of such stock.
On March 15, 1985, a public hearing concerning the charter amendment proposed by
the applicant was held before John Brady, Hearings Officer, in the offices of
the State Board of Insurance, 1110 San Jacinto, Austin, Texas. The
Commissioner's staff was represented by Ira M. Goodrich, Attorney, and Olin B.
Clemmons, Assistant Director, Corporate Custodian and Tax Division. The
applicant was represented by Robert C. Sneed, Attorney, John Howard Stecker,
Vice-President and Treasurer, and Ralph Wood, Jr., Vice-President and General
Counsel. Evidence in the form of exhibits and testimony was presented at the
hearing.
JURISDICTION
The Commissioner of Insurance has jurisdiction over the application of GREAT
AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas, pursuant to TEX. INS. CODE
arts. 3.04 and 3.05. Notice of the hearing, dated February 22, 1985, was
properly addressed and sent by certified mail, return receipt requested, to the
applicant by the Commissioner of Insurance, pursuant to TEX. REV. CIV. STAT.
art. 6252-13a SS.13, and contained a statement of the time, place and nature of
the hearing, and a statement of the matters asserted and of the legal authority
and jurisdiction under which the hearing was to be held.
FINDINGS OF FACT
Based upon the evidence presented at the hearing and the recommendation of the
Hearings Officer, the Commissioner of Insurance makes the following findings of
fact:
1. GREAT AMERICAN RESERVE INSURANCE COMPANY is a domestic stock life
insurance company engaged in the business of insurance pursuant to the
provisions of Chapter 3 of the Texas Insurance Code.
2. Action by the Board of Directors and the Shareholders of GREAT
AMERICAN RESERVE INSURANCE COMPANY authorizing the proposed amendment
as required and permitted by TEX. INS. CODE arts. 3.04 and 3.05 and
TEX. BUS. CORP. ACT arts. 4.02, 4.04 and 9.10 has been evidenced to
the Commissioner of Insurance.
<PAGE>
COMMISSIONER'S ORDER
PAGE 2 85-1001
3. As a result of the proposed amendment to Article IV of the Articles of
Incorporation, the applicant will increase its authorized capital
stock from $2,130,000.00 divided into 1,065,000 shares with a par
value of $2.00 per share and to $5,112,000.00 divided into 1,065,000
shares with a par value of $4.80 per share.
4. As of the date of the hearing and upon approval of the charter
amendment 1,043,565 shares, representing more than 50% of the
authorized capital stock, have been issued and are outstanding.
5. The proposed amendment will increase the stated capital of GREAT
AMERICAN RESERVE INSURANCE COMPANY from $2,087,130.00 to $5,009,112.00
and will be effected by the transfer of $2,921,982.00 from contributed
surplus of the company to its capital account. The present outstanding
shares of $2.00 par value common stock shall be exchanged share for
share for $4.80 common stock.
6. The capital and surplus of GREAT AMERICAN RESERVE INSURANCE COMPANY,
as of the date of the hearing and upon approval of the charter
amendment, exceeds the minimum requirements of capital and surplus
provided in the Texas Insurance Code, and is the bona fide,
unconditional and unencumbered property of the company.
7. The officers, directors and managing executives of GREAT AMERICAN
RESERVE INSURANCE COMPANY have been shown by the evidence to possess
sufficient insurance experience, ability and standing to render the
continued success of the company probable.
8. The testimony evidences that GREAT AMERICAN RESERVE INSURANCE COMPANY
is acting in good faith.
CONCLUSIONS OF LAW
Based upon the foregoing findings of fact, the Commissioner of Insurance makes
the following conclusions of law:
The proposed amendment to the Articles of Incorporation of GREAT AMERICAN
RESERVE INSURANCE COMPANY, Dallas, Texas, has been evidenced to the
Commissioner of Insurance, is properly supported by the required documents
and meets all the requirements of law for its approval.
IT IS, THEREFORE, THE ORDER of the Commissioner of Insurance that the charter
amendment increasing the authorized capital stock of GREAT AMERICAN RESERVE
INSURANCE COMPANY, Dallas, Texas, from $2,130,000 divided into 1,065,000 shares
with a par value of $2.00 per share to $5,112,000.00 divided into 1,065,000
shares with a par value of $4.80 per share be, and the same is hereby, approved.
/s/ Tom Bond
-------------------------
TOM BOND
COMMISSIONER OF INSURANCE
Recommended By:
/s/ John Brady
----------------
JOHN BRADY
HEARINGS OFFICER
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act and Article 3.05 of the Insurance Code of Texas, the undersigned
corporation adopts the following Articles of Amendment to the Articles of
Incorporation of GREAT AMERICAN RESERVE INSURANCE COMPANY, which amendment has
the effect of increasing the authorized capital stock from $2,130,000.00 to
$5,112,000.00 by increasing the par value of the shares of common stock from Two
and No/100 Dollars ($2.00) par value to Four and 80/100 Dollars ($4.80) par
value: the number of authorized shares remains unchanged.
ARTICLE ONE
The name of the corporation is GREAT AMERICAN RESERVE INSURANCE COMPANY.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
shareholders on the 8th day of November, 1984.
"Article IV of the Articles of Incorporation of GREAT AMERICAN RESERVE
INSURANCE COMPANY is hereby amended so as to hereafter read as
follows:
"ARTICLE IV.
"The amount of the authorized capital stock of this corporation shall
be $5,112,000.00, divided into 1,065,000 shares of common stock of the
par value of $4.80 each."
ARTICLE THREE
The total number of shares of the corporation outstanding at the time of
such adoption was one million forty-three thousand five hundred sixty-five
(1,043,565) and the number of shares entitled to vote thereon was one million
forty-three thousand five hundred sixty-five. (1,043,565).
-1-
<PAGE>
ARTICLE FOUR
The holder of all of the shares outstanding and entitled to vote on said
amendment has signed a consent in writing adopting said amendment.
ARTICLE FIVE
The amendment does not provide for any reclassification or cancellation of
issued shares; present shares of $2.00 par value will be exchanged for shares of
$4.80 par value.
ARTICLE SIX
The manner in which such amendments effect a change in the amount of the
stated capital, and the amount of stated capital as changed by such amendment,
are as follows: The amount of stated capital is increased from Two Million
Eighty-seven Thousand One Hundred Thirty and No/100 Dollars ($2,087,130.00) to
Five Million Nine Thousand One Hundred Twelve and No/100 Dollars
($5,009,112.00), and the number of authorized shares representing such capital
shall remain the same but the par value of each share shall be increased from
Two and No/100 Dollars ($2.00) to Four and 80/100 Dollars ($4.80). Such increase
in stated capital will be effected by a transfer of Two Million Nine Hundred
Twenty-one Thousand Nine Hundred Eighty-two and No/100 Dollars ($2,921,982.00)
from contributed surplus of the corporation to its capital account. Present
outstanding shares of $2.00 par value common stock shall be exchanged share for
share for $4.80 par value common stock.
DATED: November 8, 1984
GREAT AMERICAN RESERVE INSURANCE
COMPANY
By: /s/ Tom Hardy
-------------------------------
Tom Hardy, President
AND
By: /s/ Terrence L. Whitworth
-------------------------------
Terrence L. Whitworth Secretary
-2-
<PAGE>
THE STATE OF TEXAS
COUNTY OF DALLAS
I, NANCY L. CASPER, a Notary Public, do hereby certify that on this the 8th
day of November, 1984, personally appeared before me Tom Hardy, who declared
that he is President of the corporation executing the foregoing instrument, and
being by me first duly sworn, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I hereunder set my hand and seal of office, the date
and year before written.
[Notary seal] /s/ Nancy L. Casper
------------------------
Notary Public in and for
The State of Texas
Nancy L. Casper
My Commission Expires: ------------------------
May 24, 1988 (Printed Name of Notary)
THE STATE OF TEXAS
COUNTY OF DALLAS
I, NANCY L. CASPER, a Notary Public, do hereby certify that on this the 8TH
day of NOVEMBER, 1984, personally appeared before me TERRENCE L. WHITWORTH, who
declared that HE is Secretary of the corporation executing the foregoing
instrument, and being by me first duly sworn, acknowledged that HE signed the
foregoing document in the capacity therein set forth and declared the statements
therein contained are true.
IN WITNESS WHEREOF, I hereunder set my hand and seal of office, the date
and year before written.
[Notary seal] /s/ Nancy L. Casper
------------------------
Notary Public in and for
The State of Texas
Nancy L. Casper
My Commission Expires: ------------------------
May 24, 1988 (Printed Name of Notary)
Filed with State Board of In-
surance of the State of
Texas This 27TH
Day of MARCH 1985
Commissioner of Insurance
By /s/ SR
-3-
<PAGE>
STATE BOARD OF INSURANCE
STATE OF TEXAS
[STATE OF TEXAS SEAL]
As the chief executive and administrative officer of the State Board of
Insurance, the Commissioner of Insurance is the official custodian of the
records of the agency. TEX. INS. CODE ANN. art. 1.09a, TEXAS OPEN RECORDS ACT
TEX. REV. CIV. STAT. art. 6252-17a SS.5(a). Pursuant to the power vested in the
Commissioner under article 1.09(g), the Commissioner authorizes such deputies as
are necessary to carry out the provisions of the Open Records Act.
As a duly authorized representative of the Commissioner of Insurance, I hereby
certify that the hereunto attached document is a true, complete and correct copy
of:
Amendment to Articles of Incorporation of GREAT AMERICAN INSURANCE COMPANY,
Dallas, Texas, as filed in the State Board of Insurance on June 14, 1985,
together with Official Order No. 85-1701, consisting of five (5) pages:
Be it known that the official records of the State Board of Insurance contain a
copy of aforesaid instrument.
WITNESS MY HAND, and the seal of the Texas State Board of Insurance, this 21ST
day of AUGUST, 1985.
DOYCE R. LEE
COMMISSIONER OF INSURANCE
By: /s/ R B Ashworth
-------------------------
<PAGE>
[SEAL]
THE ATTORNEY GENERAL
OF TEXAS
AUSTIN 11, TEXAS
WAGGONER CARR
ATTORNEY GENERAL
Austin, July 30 1965
CERTIFICATE
I hereby certify that the attached Charter Amendment to Articles of
Incorporation of Great American Reserve Insurance Company, together with all
supporting documents, which were heretofore approved by the order of the
Commissioner of Insurance, DATED July 28, 1965, were submitted on the 29th day
of July 1965 and, being examined only as to formal compliance with the
Constitution and laws of the State of Texas and not as to solvency or financial
condition, is in this respect in conformity with the law of Texas.
/s/ WAGGONER CARR
---------------------
WAGGONER CARR
Attorney General
[SEAL] Filed with State Board of In-
surance of the State of
Texas this 3rd
Day of August 1965
Commissioner of Insurance
By _____________
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act and the provisions of Chapter 3 of the Insurance Code of Texas,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
ARTICLE ONE. The name of the corporation is GREAT AMERICAN RESERVE
INSURANCE COMPANY.
ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by the shareholders of the corporation on April 28, 1965. Article IV
of the Articles of Incorporation was amended to increase the capital stock of
the corporation from $2,100,000.00, divided into 1,050,000 shares of common
stock of the par value of $2.00 each to $2,130,000.00 by increasing the number
of shares to 1,065,000 of the common stock of the par value of $2.00 each.
The amendment changes Article IV of the Articles of Incorporation, and
said Article IV is hereby amended to read as follows:
"ARTICLE IV.
"The amount of the authorized capital stock of this corporation shall
be $2,130,000.00 divided into 1,065,000 shares of common stock of the par value
of $2.00 each."
ARTICLE THREE. The number of shares outstanding at the time of the
adoption of such amendment was 1,050,000 of common stock, all of the same class
and all entitled to vote.
-1-
<PAGE>
ARTICLE FOUR. The number of shares voting for such amendment was
959,014 and the number of shares voting against such amendment was none.
ARTICLE FIVE. The manner in which the amendment shall be effected is
as follows:
14,900 shares will be issued to the stockholders of Hub Insurance
Company pursuant to Articles of Merger filed contemporaneously herewith.
ARTICLE SIX. The manner in which such amendment effects a change in
the amount of stated capital, and the amount of stated capital as changed by the
amendment, are as follows:
The amount of stated capital is increased from $2,100,000.00 to
$2,129,800.00. Said increase results from the application to capital of
$29,800.00 of earned surplus of the Company. The remaining 100 shares have not
been issued or paid for, and shall not constitute capital or stock or capital
stock of this company.
Dated this 3rd day of May, 1965.
GREAT AMERICAN RESERVE INSURANCE COMPANY
By /s/ C. D. Scott
----------------------------------------
Its President
And /s/ C. Robert Hall, Jr.
----------------------------------------
Its Secretary
<PAGE>
THE STATE OF TEXAS
COUNTY OF DALLAS
I, Peggy L. Edwards, a Notary Public, do hereby certify that on the
3rd day of May, 1965, personally appeared before me C. D. SCOTT and C. ROBERT
HALL, JR., who declared to me that they are President and Secretary,
respectively, of the corporation executing the foregoing document, and being
first duly sworn, each acknowledged that they signed the foregoing document in
the capacities therein set forth and declared that the said statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ PEGGY L. EDWARDS
-----------------------------------
Notary Public, Dallas County, Texas
My Commission Expires:
June 1, 1965
<PAGE>
No. 19071
OFFICIAL ORDER
OF THE
COMMISSIONER OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date JUL 28 1965
CHARTER AMENDMENT
GREAT AMERICAN RESERVE INSURANCE COMPANY
Dallas, Texas
Subject Considered:
MERGER
HUB INSURANCE COMPANY
Hye, Texas
AND
GREAT AMERICAN RESERVE INSURANCE COMPANY
Dallas, Texas
----------------------------------------
General remarks and official action taken:
On this day, came on for consideration by the Commissioner of Insurance,
the merger between HUB INSURANCE COMPANY, Hye, Texas, and GREAT AMERICAN
RESERVE INSURANCE COMPANY, Dallas, Texas, and the amendment to the charter
of GREAT AMERICAN RESERVE INSURANCE COMPANY, the surviving corporation,
increasing its authorized capital from TWO MILLION ONE HUNDRED THOUSAND
DOLLARS ($2,100,000) divided into One Million Fifty Thousand (1,050,000)
shares of stock of the par value of TWO DOLLARS ($2.00) per share to TWO
MILLION ONE HUNDRED THIRTY THOUSAND DOLLARS ($2,130,000) divided into One
Million Sixty-five Thousand (1,065,000) shares of stock of the par value of
TWO DOLLARS ($2.00) per share, not less than fifty percent (50%) of which
shares have been fully subscribed and paid for.
After proper notice to both companies, a public hearing was held before the
Commissioner of Insurance, in the offices of the State Board of Insurance,
1110 San Jacinto, Austin, Texas, on July 23, 1965. GREAT AMERICAN RESERVE
INSURANCE COMPANY has furnished a publisher's affidavit that the notice of
the hearing concerning the charter amendment was published in a newspaper
of general circulation in the county of the home office of that company at
least ten (10) days prior to such hearing. Representatives of the companies
appeared at such hearing and gave evidence and testimony in support of the
merger and the charter amendment.
Evidence was presented that the proposed charter amendment of GREAT
AMERICAN RESERVE INSURANCE COMPANY was for the purpose of increasing its
authorized shares of stock so that such stock can be issued to the
shareholders of HUB INSURANCE COMPANY to effect a merger of the two
companies, and that upon consummation of the merger GREAT AMERICAN RESERVE
INSURANCE COMPANY will succeed to all of the assets and liabilities of HUB
INSURANCE COMPANY.
Action of the Board of Directors and the stockholders of GREAT AMERICAN
INSURANCE COMPANY, as required and permitted by Article 3.05 of the Texas
Insurance Code and Articles 4.02 and 4.04 of the Texas Business Corporation
Act, has been evidenced to the Commissioner of Insurance and the charter
amendment is properly supported by other required documents and papers.
<PAGE>
Commissioner's Order -2- Great American Reserve
It appears to the Commissioner from the Plan of Merger and the Articles of
Merger and from the evidence and testimony presented at the hearing that the two
companies meet the requirements of Article 21.25 of the Texas Insurance Code,
and may lawfully merge, and that the Board of Directors and stockholders of each
company have taken the required, necessary and permitted action as set out in
Article 21.25 of the Texas Insurance Code. It further appears that the Plan of
Merger and the Articles of Merger are in accordance with Article 21.25 of the
Texas Insurance Code, and the applicable provisions of the Texas Business
Corporation Act, and that GREAT AMERICAN RESERVE INSURANCE COMPANY will take
over and assume all of the assets and liabilities of HUB INSURANCE COMPANY.
Based upon the evidence presented, the Commissioner finds: (1) that the minimum
capital and surplus, as required by law, is the bona fide property of GREAT
AMERICAN RESERVE INSURANCE COMPANY; (2) that the officers, directors and
managing executives of GREAT AMERICAN RESERVE INSURANCE COMPANY have sufficient
insurance experience, ability and standing to render success of the company
probable; and (3) that GREAT AMERICAN RESERVE INSURANCE COMPANY is acting in
good faith.
Based upon the evidence and testimony presented at the hearing and the documents
filed, it appears to the Commissioner of Insurance that the Plan of Merger does
not substantially reduce the security of and service to be rendered the
policyholders of the companies; and that such plan is not contrary to law nor
contrary to the best interests of the policyholders affected by the plan.
THEREFORE, the Commissioner of Insurance, as required by Article 21.25 of the
Texas Insurance Code, hereby gives approval of such merger, with such merger to
become effective on the date of this Order. The Commissioner further orders that
proper notation be made upon all records of this Department to the effect that
GREAT AMERICAN RESERVE INSURANCE COMPANY is the surviving corporation.
The Commissioner of Insurance hereby enters this as his ORDER OF APPROVAL of the
charter amendment of GREAT AMERICAN RESERVE INSURANCE COMPANY and directs that,
as required by Articles 3.04 and 3.05, Texas Insurance Code, the pertinent
papers filed herein be referred to the Attorney General of the State of Texas
for his approval of the charter amendment.
/s/ J. N. NUTT
-----------------------------
J. N. NUTT
COMMISSIONER OF INSURANCE
Prepared by:
/s/ PAUL D. CONNOR
-----------------------------
PAUL D. CONNOR
Assistant to the Commissioner
<PAGE>
[SEAL]
THE ATTORNEY GENERAL
OF TEXAS
AUSTIN 11, TEXAS
WAGGONER CARR
ATTORNEY GENERAL
Austin, April 8, 1964
CERTIFICATE
I hereby certify that the attached Charter Amendment to Articles of
Incorporation of Great American Reserve Insurance Company, together with all
supporting documents, which were heretofore approved by the order of the
Commissioner of Insurance, dated April 6, 1964, were submitted on the 7th day of
April, 1964, and, being examined only as to formal compliance with the
Constitution and laws of the State of Texas and not as to solvency or financial
condition, is in this respect in conformity with the law of Texas.
/s/ WAGGONER CARR
---------------------
WAGGONER CARR
Attorney General
[SEAL] Filed with State Board of In-
surance of the State of
Texas This 9th
Day of April 1964
<PAGE>
GREAT AMERICAN RESERVE INSURANCE COMPANY
----------------------------------------
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of Art. 4.04 of the Texas Business
Corporation Act and the provisions of Chapter 3 of the Insurance Code of Texas,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
ARTICLE ONE. The name of the corporation is GREAT AMERICAN RESERVE
INSURANCE COMPANY.
ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by the shareholders of the corporation on March 10, 1964. Article IV
of the Articles of Incorporation was amended to increase the capital stock of
the corporation from $1,545,000.00 to $2,100,000.00, reducing the par value of
shares from $3.00 to $2.00 per share, and thus increasing the number of shares
from 515,000 of common stock of par value of $3.00 per share to 1,050,000 shares
of common stock of the par value of $2.00 per share.
The amendment changes Article IV of the Articles of Incorporation, and
said Article IV is hereby amended to read as follows:
"ARTICLE IV
"The amount of capital stock of this corporation shall be
$2,100,000.00, divided into 1,050,000 shares of common stock of the
par value of $2.00 each."
ARTICLE THREE. The number of shares outstanding at the time of the
adoption of such amendment was 515,000 of common stock, all of the same class
and all entitled to vote.
ARTICLE FOUR. The number of shares voting for such amendment was
428690 and the number voting against such amendment was none.
ARTICLE FIVE. The manner in which the amendment shall be effected is
as follows:
-1-
<PAGE>
To accomplish the net result of the reduction in par value and the
stock dividend, one additional share will be issued for each outstanding share.
ARTICLE SIX. The manner in which such amendment effects a change in
the amount of stated capital, and the amount of stated capital as changed by the
amendment, are as follows:
The amount of stated capital is increased from $1,545,000.00 to
$2,060,000.00. Said increase results from the application to capital of
$515,000.00 of surplus of the Company, for which a stock dividend of 257,500
shares of the par value of $2.00 each has been declared pro rata to all
stockholders of record as of March 6, 1964. The remaining 20,000 authorized
shares have not been issued or paid for, and shall not constitute capital or
stock or capital stock of this Company.
Dated this 10th day of March, 1964.
GREAT AMERICAN RESERVE INSURANCE COMPANY
By /s/ C. D. Scott
----------------------------------------
Its President
And /s/ C. Robert Hall, Jr.
----------------------------------------
Its Secretary
THE STATE OF TEXAS
COUNTY OF DALLAS
I, David L. Rockman, a Notary Public, do hereby certify that on the
13th day of March, 1964, personally appeared before me C. D. SCOTT and C. ROBERT
HALL, JR., who declared to me that they are President and Secretary,
respectively, of the corporation executing the foregoing document, and being
first duly sworn, each acknowledged that they signed the foregoing document in
the capacities therein set forth and declared that the said statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ David L. Rockman
-----------------------------------
Notary Public, Dallas County, Texas
My Commission Expires
June 1, 1965
-2-
<PAGE>
No. 15945
OFFICIAL ORDER
OF THE
COMMISSIONER OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date APR 6- 1964
Subject Considered:
GREAT AMERICAN RESERVE INSURANCE COMPANY
Dallas, Texas
CHARTER AMENDMENT
----------------------------------------
General remarks and official action taken:
On this day, came on for consideration by the Commissioner of Insurance,
the amendment to the charter of GREAT AMERICAN RESERVE INSURANCE COMPANY,
Dallas, Texas, increasing its authorized capital from ONE MILLION FIVE
HUNDRED FORTY-FIVE THOUSAND DOLLARS ($1,545,000) divided into Five Hundred
Fifteen Thousand (515,000) shares of stock of the par value of THREE
DOLLARS ($3.00) per share to TWO MILLION ONE HUNDRED THOUSAND DOLLARS
($2,100,000) divided into One Million Fifty Thousand (1,050,000) shares of
stock of the par value of TWO DOLLARS ($2.00) per share, not less than
fifty percent (50%) of which shares have been fully subscribed and paid
for, by reducing the par value of the stock, declaring a stock dividend and
transferring FIVE HUNDRED FIFTEEN THOUSAND DOLLARS ($515,000) from surplus
to capital.
A public hearing was deemed necessary by the Commissioner of Insurance on
the charter amendment, and due and proper notice was given to the company,
and the company has furnished a publisher's affidavit that the notice of
the hearing was published at least ten (10) days prior to the hearing in a
newspaper of general circulation in the county of the home office of the
company.
On April 6, 1964, a public hearing was held before Joe B. Roberts, Hearing
Officer for the State Board of Insurance, in the offices of the State Board
of Insurance, 1110 San Jacinto, Austin, Texas, concerning the proposed
charter amendment, and the company appeared by and through C. Robert Hall,
Secretary, and offered evidence and testimony in support of the amendment.
Action of the Board of Directors and the stockholders of the company, as
required and permitted by Article 3.05 of the Texas Insurance Code and
Articles 4.02 and 4.04 of the Texas Business Corporation Act, has been
evidenced to the Commissioner of Insurance, and the amendment is properly
supported by other required documents and papers.
Based upon the evidence presented and the findings and recommendations of
the Hearing Officer, the Commissioner finds: (1) the minimum capital and
surplus, as required by law, is the bona fide property of the company; (2)
the officers, directors and managing executives have sufficient insurance
experience, ability and standing to render success of the company probable;
(3) the company is acting in good faith. THEREFORE, the Commissioner of
Insurance hereby enters this as his ORDER OF APPROVAL of such charter
amendment.
<PAGE>
Commissioner's Order -2- Great American Reserve
It is further ordered that, as required by Articles 3.04 and 3.05, Texas
Insurance Code, the charter amendment now be referred to the Attorney General of
this State for his approval.
/s/ J. N. NUTT
-------------------------
J. N. NUTT
COMMISSIONER OF INSURANCE
Prepared by:
/s/ P. FRANK LAKE
-----------------
P. FRANK LAKE
Legal Counsel
<PAGE>
[SEAL]
THE ATTORNEY GENERAL
OF TEXAS
AUSTIN 11, TEXAS
WILL WILSON
ATTORNEY GENERAL
Austin, May 6, 1960
CERTIFICATE
I hereby certify that the attached Charter Amendment to Articles of
Incorporation of Great American Reserve Insurance Company together with all
supporting documents, which were heretofore approved by the order of the
Commissioner of Insurance dated March 31, 1960, were submitted on the 31st day
of March 1960 and, being examined only as to formal compliance with the
Constitution and laws of the State of Texas and not as to solvency or financial
condition, is in this respect in conformity with the law of Texas.
/s/ WILL WILSON
---------------
Will Wilson
Attorney General
[SEAL] Filed with State Board of In-
surance of the State of
Texas This 10th
Day of March 1960
<PAGE>
AMENDMENT TO THE ARTICLES OF INCORPORATION
OF GREAT AMERICAN RESERVE INSURANCE COMPANY
INCREASING ITS CAPITAL STOCK
TO $1,545,000.00
-------------------------------------------
THE STATE OF TEXAS
COUNTY OF DALLAS
WHEREAS, at the regular meeting of the stockholders of Great American
Reserve Insurance Company, a corporation heretofore duly organized and chartered
under the laws of the State of Texas, held at the office of the company in the
City of Dallas, Dallas County, Texas, on the 8th day of March, 1960, in
conformity with the laws of this State and the By-Laws of said corporation, a
majority of the stockholders of said corporation voted to increase the
authorized capital of said corporation from $1,030,000.00 to $1,545,000.00, by
increasing the number of shares to 515,000 and reducing the par value of all
shares to $3.00 per share; and
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company held on the 8th day of March, 1960 in the City of
Dallas, Texas, a quorum of said Board of Directors being present, pursuant to
the action and vote of the stockholders of said corporation above referred to,
said Board of Directors did unanimously vote to amend the Charter and Articles
of Incorporation of said Great American Reserve Insurance Company by increasing
the capital stock of said corporation from the present authorized capital of
$1,030,000.00 to the amount of $1,545,000.00, by increasing the number of shares
to 515,000 and reducing the par value of all shares to $3.00 per share; and
WHEREAS, pursuant to Resolutions of the stockholders and Board of
Directors, $515,000.00 of the increase in capital stock has been paid in by
application of earned surplus to capital and a stock dividend has been declared,
authorizing the issuance of an additional 171,666-2/3 shares of common stock of
the par value of $3.00 each, all as reflected in the certified copy of the
Resolutions and the affidavits of the officers of said corporation hereto
attached and accompanying this amendment, and the said amount of $515,000.00
being now in possession of the company and credited to capital:
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being a majority of the Board of Directors
of said Great American Reserve Insurance Company, and also being stockholders of
said corporation, by virtue of the laws of the State of Texas and the authority
vested in us by the action of the stockholders and the Board of Directors of
said corporation above referred to, do hereby amend Article IV of the Articles
of Incorporation of said Great American Reserve Insurance Company now on file
with the State Board of Insurance of Texas, by changing and increasing the
amount of authorized capital stock of said corporation from $1,030,000.00 to
$1,545,000.00, dividend into 515,000 shares of the par value of $3.00 each, so
that said
<PAGE>
Article IV shall hereafter read as follows:
"ARTICLE IV.
"The amount of the capital stock of this corporation shall
be $1,545,000.00, divided into 515,000 shares of common stock of
the par value of $3.00 each."
And we do hereby adopt, authenticate and certify this
amendment to the State Board of Insurance of Texas for the purpose and
to the end that this amendment when approved and filed, together with
the original Charter and Articles of Incorporation and all prior
amendments thereto filed with said State Board of Insurance of Texas,
shall constitute the amended Articles of Incorporation and Charter of
said Great American Reserve Insurance Company.
IN WITNESS WHEREOF, we have hereunto subscribed our names
this the 15 day of March, 1960.
/s/ EARLE E. BAILEY
------------------------
Earle E. Bailey
/s/ E. E. COMBEST
------------------------
E. E. Combest
/s/ JEROME K. CROSSMAN
------------------------
Jerome K. Crossman
/s/ L. E. ELLIOTT
------------------------
L. E. Elliott
/s/ RICHARD J. HAMBLETON
------------------------
Richard J. Hambleton
/s/ ORLO L. KARSTEN
------------------------
Orlo L. Karsten
/s/ BLAGDEN MANNING
------------------------
Blagden Manning
/s/ AVERY MAYS
------------------------
Avery Mays
/s/ HENRY NEUHOFF, JR.
------------------------
Henry Neuhoff, Jr.
/s/ W. H. PIERCE
------------------------
W. H. Pierce
/s/ CHARLES D. SCOTT
------------------------
Charles D. Scott
/s/ GLEN WALLACE
------------------------
Glen Wallace
/s/ TRAVIS T. WALLACE
------------------------
Travis T. Wallace
/s/ JOHN W. CROMWELL
------------------------
John W. Cromwell
<PAGE>
THE STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, on this day personally appeared
Earle E. Bailey, E. E. Combest, John W. Cromwell, Jerome K. Crossman, L. E.
Elliott, Richard J. Hambleton, Orlo L. Karsten, Blagden Manning, Avery Mays,
Henry Neuhoff, Jr., W. H. Pierce, Charles D. Scott, Glen Wallace and Travis T.
Wallace, known to me to be the persons whose names are subscribed to the
foregoing instrument (Amendment to the Charter and Articles of Incorporation of
Great American Reserve Insurance Company) and severally acknowledged to me that
they each executed the same for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of March, 1960.
/s/ PAT HOFFMAN
-----------------------------------
Notary Public, Dallas County, Texas
My commission expires June 1, 1961
<PAGE>
No. 6077
OFFICIAL ORDER
OF THE
COMMISSIONER OF INSURANCE
OF THE
STATE OF TEXAS
AUSTIN, TEXAS
Date MAR 31 1960
Subject Considered:
GREAT AMERICAN RESERVE INSURANCE COMPANY
Dallas, Texas
CHARTER AMENDMENT
----------------------------------------
General remarks and official action taken:
On this day, came on for consideration by the Commissioner of Insurance, the
charter amendment of GREAT AMERICAN RESERVE INSURANCE COMPANY, Dallas, Texas,
increasing its capital from ONE MILLION, THIRTY THOUSAND DOLLARS ($1,030,000)
divided into One Hundred and Three Thousand (103,000) shares of stock of the par
value of TEN DOLLARS ($10.00) per share, to ONE MILLION, FIVE HUNDRED AND
FORTY-FIVE THOUSAND DOLLARS ($1,545,000) divided into Five Hundred and Fifteen
Thousand (515,000) shares of stock of the par value of THREE DOLLARS ($3.00) per
share.
As the charter amendment involved only a stock dividend by means of lawful
transfer of surplus to capital, and a stock split, a public hearing was not
deemed necessary.
Action of the company stockholders, as required and permitted by Article 3.05,
Texas Insurance Code, has been evidenced to the Commissioner of Insurance and
the amendment is properly supported by other required documents and papers.
Based upon the evidence presented, the Commissioner finds: (1) the minimum
capital and surplus, as required by law, is the bona fide property of the
company; (2) the officers, directors and managing executives have sufficient
insurance experience, ability and standing to render success of the company
probable; (3) the company is acting in good faith. THEREFORE, the Commissioner
hereby enters this as his ORDER OF APPROVAL of such charter amendment.
It is further directed that, as required by Articles 3.04 and 3.05, Texas
Insurance Code, the charter amendment now be referred to the Attorney General of
the State of Texas for his approval.
/s/ WILLIAM A. HARRISON
-------------------------
WILLIAM A. HARRISON
COMMISSIONER OF INSURANCE
Prepared by:
/s/ CLAY COTTER
-------------------------
CLAY COTTER
<PAGE>
[SEAL]
THE ATTORNEY GENERAL
OF TEXAS
AUSTIN 11, TEXAS
Austin, April 18, 1955
CERTIFICATE
I hereby certify that the attached Amendment to Articles of Incorporation
of Great American Reserve Insurance Company were submitted to me on the 18th day
of APRIL, 1955 and, having carefully examined them as to form only, I find them
to be in conformity with the law of this State in that regard.
/s/ John Ben Sheppard
---------------------
Attorney General
[SEAL] Filed in the Department of
Insurance of the State of
Texas This 18th
Day of April, 1955
Commissioner of Life Insurance
By /s/ L. Wilson
-------------
<PAGE>
AMENDMENT TO THE CHARTER OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
INCREASING ITS CAPITAL STOCK
TO $1,030,000.00
----------------------------------------
THE STATE OF TEXAS
COUNTY OF DALLAS
WHEREAS, at the regular annual meeting of the Stockholders of Great
American Reserve Insurance Company held at the office of said company in the
City of Dallas, Dallas County, Texas, on the 8th day of March, 1955, in
conformity with the laws of this State and the By-laws of said corporation, the
Stockholders of said corporation by a vote of more than a majority of all the
stock of said company, voted to increase the authorized capital of said
corporation; and
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company held on the 8th day of March, 1955, in the office of
said company in the City of Dallas, Texas, a quorum of said Board of Directors
being present, pursuant to the action and vote of the Stockholders of said
corporation above referred to, said Board of Directors did unanimously vote to
amend the Charter of said Great American Reserve Insurance Company by increasing
the capital stock of said corporation from the present authorized capital of
$400,000.00 to the amount of $1,030,000.00, said total capital of said
$1,030,000.00 to be divided into 103,000 shares of the par value of $10.00 each;
and
Whereas, pursuant to Resolutions of the Stockholders and Board of
Directors, $600,000.00 of the increase in capital stock has been paid in by
application of earned surplus to capital and a stock dividend has been declared,
authorizing the issuance of an additional 60,000 shares of common stock of the
par value of $10.00 each, all as reflected in the certified copy of the
Resolutions and the affidavits of the officers of said corporation hereto
attached and accompanying this amendment, and the said amount of $600,000.00 is
now in possession of the company and credited to capital; and
WHEREAS, the remaining 3,000 shares of the increase of capital was
subscribed by Travis T. Wallace, as Trustee, and paid in cash and is now in
possession of the company; NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS:
That we, Travis T. Wallace and John W. Cromwell, being the President
and Secretary respectively of said Great American Reserve Insurance Company, and
also being Stockholders and Directors of said corporation, by virtue of the laws
of the State of Texas and the authority vested in us by action of the
Stockholders and the Board of Directors of said corporation above referred to,
do hereby amend Article IV of the Charter of said Great American Reserve
Insurance Company now on file with the Board of Insurance Commissioners of the
State of Texas, by changing and increasing the amount of authorized capital
stock of said corporation from $400,000.00 to $1,030,000.00 divided into 103,000
shares of the par value of $10.00 each; and we do hereby adopt, authenticate and
certify this amendment to the Board of Insurance Commissioners of the State of
Texas for action thereon as required by law, for the purpose and to the end that
this amendment when approved and
<PAGE>
filed, together with the original Charter and all prior amendments thereto filed
with the Board of Insurance Commissioners of the State of Texas, shall
constitute the amended Charter of said Great American Reserve Insurance Company.
IN WITNESS WHEREOF we have hereunto subscribed our names this the 23rd
day of MARCH, 1955.
/s/ Travis T. Wallace
---------------------
President
/s/ John W. Cromwell
---------------------
Secretary
THE STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, on this day personally appeared
Travis T. Wallace and John W. Cromwell, President and Secretary respectively of
Great American Reserve Insurance Company, known to me to be the persons whose
names are subscribed to the foregoing instrument (Amendment to the Charter of
Great American Reserve Insurance Company), and severally acknowledged to me that
they each executed the same for the purposes and consideration therein
expressed, and in the capacities therein stated.
GIVEN under my hand and seal of office this 23rd day of March, 1955.
/s/ Ruth Wylie
------------------------------------
Notary Public, Dallas County, Texas.
<PAGE>
AMENDMENT TO THE CHARTER OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
INCREASING ITS CAPITAL STOCK
TO $1,030,000.00
----------------------------------------
THE STATE OF TEXAS
COUNTY OF DALLAS
WHEREAS, at the regular annual meeting of the Stockholders of Great
American Reserve Insurance Company held at the office of said company in the
City of Dallas, Dallas County, Texas, on the 8th day of March, 1955, in
conformity with the laws of this State and the By-laws of said corporation, the
Stockholders of said corporation by a vote of more than a majority of all the
stock of said company, voted to increase the authorized capital of said
corporation; and
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company held on the 8th day of March, 1955, at the office of
said company in the City of Dallas, Texas, a quorum of said Board of Directors
being present, pursuant to the action and vote of the Stockholders of said
corporation above referred to, said Board of Directors did unanimously vote to
amend the Charter of said Great American Reserve Insurance Company by increasing
the capital stock of said corporation from the present authorized capital of
$400,000.00 to the amount of $1,030,000.00, said total capital of said
$1,030,000.00 to be divided into 103,000 shares of the par value of $10.00 each;
and
Whereas, pursuant to Resolutions of the Stockholders and Board of
Directors, $600,000.00 of the increase in capital stock has been paid in by
application of earned surplus to capital and a stock dividend has been declared,
authorizing the issuance of an additional 60,000 shares of common stock of the
par value of $10.00 each, all as reflected in the certified copy of the
Resolutions and the affidavits of the officers of said corporation hereto
attached and accompanying this amendment, and the said amount of $600,000.00 is
now in possession of the company and credited to capital; and
WHEREAS, the remaining 3,000 shares of the increase of capital was
subscribed by Travis T. Wallace, as Trustee, and paid in cash and is now in
possession of the company; NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being a majority of the Board of Directors
of said Great American Reserve Insurance Company, and also being Stockholders of
said corporation, by virtue of the laws of the State of Texas and the authority
vested in us by the action of the Stockholders and the Board of Directors of
said corporation above referred to, do hereby amend Article IV of the Charter of
said Great American Reserve Insurance Company now on file with the Board of
Insurance Commissioners of the State of Texas, by changing and increasing the
amount of authorized capital stock of said corporation from $400,000.00 to
$1,030,000.00 divided into 103,000 shares of the par value of $10.00 each; and
we do hereby adopt, authenticate and certify this amendment to the Board of
Insurance Commissioners of the State of Texas for the purpose and to the end
that this amendment when approved and filed, together
<PAGE>
with the original Charter and all prior amendments thereto filed with the Board
of Insurance Commissioners of the State of Texas, shall constitute the amended
Charter of said Great American Reserve Insurance Company.
IN WITNESS WHEREOF, we have hereunto subscribed our names this the 8th
day of April, 1955.
/s/ E. E. Combest
----------------------
/s/ C. O. Hambleton
----------------------
/s/ Clarence C. Martin
----------------------
/s/ Travis T. Wallace
----------------------
/s/ Cecil H. Jones
----------------------
/s/ Charles D. Scott
----------------------
/s/ John W. Cromwell
----------------------
/s/ Earle E. Bailey
----------------------
/s/ L. E. Elliott
----------------------
THE STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, on this day personally appeared
Travis T. Wallace, C. O. Hambleton, Earle E. Bailey, E. E. Combest, Charles D.
Scott, Cecil H. Jones, John W. Cromwell, L. E. Elliott and C. C. Martin, Sr.,
known to me to be the persons whose names are subscribed to the foregoing
instrument (Amendment to the Charter of Great American Reserve Insurance
Company), and severally acknowledged to me that they each executed the same for
the purposes and consideration therein expressed, and in the capacities therein
stated.
GIVEN under my hand and seal of office this 8th day of April, 1955.
/s/ Sally Jones
------------------------------------
Notary Public, Dallas County, Texas.
<PAGE>
[SEAL] Attorney General's Office
Austin, March 9, 1949
----------
CERTIFICATE
----------
I hereby Certify that the attached amended Articles of Incorporation of Great
American Reserve Insurance Company, were submitted to me on the 9th day of
March, 1949 and having carefully examined the same I find them in accordance
with the provisions of Chapter 3, Title 78 of the Revised Statutes of Texas, and
not in conflict with the laws of the United States or the State of Texas.
/s/ Price Daniel
-----------------------
Attorney General
/s/ Ned McDaniel
-----------------------
Ned McDaniel, Assistant
Filed in the Department of
Insurance of the State of
Texas This 9th
Day of March, 1949
<PAGE>
AMENDMENT OF CHARTER OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
INCREASING ITS CAPITAL STOCK
TO $400,000.00
----
THE STATE OF TEXAS)
(
COUNTY OF DALLAS )
WHEREAS, at the regular annual meeting of the Stockholders of Great
American Reserve Insurance Company held at the office of said company in the
City of Dallas, Dallas County, Texas, on the 8th day of March, 1949, in
conformity with the laws of this State and the By-laws of said corporation, the
Stockholders of said corporation by a vote of more than two-thirds of all the
stock of said company, voted to increase the authorized capital of said
corporation; and,
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company held on the 8th day of March, 1949, in the office of
said company in the City of Dallas, Texas, a quorum of said Board of Directors
being present, pursuant to the action and vote of the Stockholders of said
corporation above referred to, said Board of Directors did unanimously vote to
amend the Charter of said Great American Reserve Insurance Company by increasing
the capital stock of said corporation from the present authorized capital of
$250,000.00 to the amount of $400,000.00, said total capital of said $400,000.00
to be divided into 40,000 shares of the par value of $10.00 each, and did
furthermore authorize and direct said corporation to take all necessary and
proper legal steps to certify the Amendment to the Charter and the increase in
the capital of said corporation to the Board of Insurance Commissions of the
State of Texas for the purpose and to the end that said amendment and the
original Charter now on file with said Board of Insurance Commissioners,
together with all amendments thereto heretofore made, shall constitute the
amended Charter of said corporation; and,
WHEREAS, the said Stockholders and Board of Directors did by
Resolution duly adopted, authorize and declare a stock dividend of $150,000.00,
by increasing the 10,000 shares of the par value of $25.00 each to 40,000 shares
of the par value of $10.00 each; NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS: that
We, Travis T. Wallace and Cecil H. Jones, being the President and
Secretary respectively of said Great American Reserve Insurance Company, and
also being Stockholders and Directors of said corporation, by virtue of the laws
of the State of Texas and the authority vested in us by action of the
Stockholders and the Board of Directors of said corporation above referred to,
do hereby amend Article IV of the original Charter of said Great American
Reserve Insurance Company now on file with the Board of Insurance Commissioners
of the State of Texas, by changing and increasing the amount of authorized
capital stock of said corporation from $250,000.00 to $400,000.00, divided into
40,000 shares of $10.00 each; and we do hereby adopt, authenticate and certify
this amendment to the Board of Insurance Commissioners of the State of Texas for
action thereon as required by law, for the purpose and to the end that this
amendment, when ap-
<PAGE>
proved and filed, together with the original Charter and all prior amendments
thereto filed with the Board of Insurance Commissioners of the State of Texas,
shall constitute the amended Charter of said Great American Reserve Insurance
Company.
IN WITNESS WHEREOF we have hereunto subscribed our names this the 8th
day of March, 1949.
/s/ Travis T. Wallace
---------------------
President
/s/ Cecil H. Jones
---------------------
Secretary
THE STATE OF TEXAS )
(
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
Travis T. Wallace and Cecil H. Jones, President and Secretary respectively of
Great American Reserve Insurance Company, known to me to be the persons whose
names are subscribed to the foregoing instrument (Amendment to the Charter of
Great American Reserve Insurance Company), and severally acknowledged to me that
they each executed the same for the purposes and consideration therein
expressed, and in the capacities therein stated.
GIVEN under my hand and seal of office this 8th day of March, 1949.
/s/ Ruth Wylie
-----------------------------
Notary Public, Dallas County,
Texas.
<PAGE>
THE STATE OF TEXAS )
(
COUNTY OF DALLAS )
We, Travis T. Wallace and Cecil H. Jones, President and Secretary
respectively of Great American Reserve Insurance Company of Dallas, Texas, being
duly sworn, do jointly and severally depose and say:
That all of the material allegations and facts set forth and contained
in the annexed and foregoing Amendment to the Charter of Great American Reserve
Insurance Company of Dallas, Texas, are true as therein stated, and that they
are personally cognizant of all the said facts.
That the earned surplus of said corporation is in excess of said sum
of $150,000.00; that the Great American Reserve Insurance Company actually has
on hand on this date, in cash and other admissable property and securities under
the laws of the State of Texas, surplus in excess of said $150,000.00; that the
same is the bona fide property of said Great American Reserve Insurance Company,
and that there are no liens or claims of any kind against the same, and it is
available for transfer to the capital of said corporation as of this date.
/s/ Travis T. Wallace
-----------------------------
President
/s/ Cecil H. Jones
-----------------------------
Secretary
SUBSCRIBED and sworn to before me by Travis T. Wallace and Cecil H.
Jones this the 8th day of March, 1949.
/s/ Ruth Wylie
-----------------------------
Notary Public, Dallas County,
Texas.
<PAGE>
THE STATE OF TEXAS )
(
COUNTY OF DALLAS )
We, Travis T. Wallace, President, and Cecil H. Jones, Secretary, of
Great American Reserve Insurance Company, being duly sworn, do jointly and
severally depose and say:
That the above and foregoing is a true and correct statement of the
financial condition of Great American Reserve Insurance Company as of December
31, 1948, and shows an earned surplus in excess of $150,000.00, which said
surplus is possessed by Great American Reserve Insurance Company in cash and
other admitted assets, and that the amount of said earned surplus of said
corporation on March 8, 1949, is equal to or in excess of the surplus shown by
said statement as of December 31, 1948.
That the cash balances in bank, as shown by the attached and foregoing
statement, do not to any extent, directly or indirectly, represent borrowed
money; that the company is not indebted to said banks or to any of them, or to
any one else for the whole or any part of the funds represented by such bank
balances; that the same are unconditionally the property of the company, and
that there are no collateral agreements by which such funds or any part thereof
are withdrawals by any one except by the company for its own proper uses, and as
its unconditional assets; that the cash, securities and other property of the
company are unconditionally the assets of the company, and sufficiently in
amount and value to provide the payment of the increased capital stock of
$150,000.00 in full, with surplus in addition thereto of approximately
$400,000.00.
/s/ Travis T. Wallace
-----------------------------
President
/s/ Cecil H. Jones
-----------------------------
Secretary
SUBSCRIBED and sworn to before me by Travis T. Wallace and Cecil H.
Jones this the 8th day of March, 1949.
/s/ Ruth Wylie
-----------------------------
Notary Public, Dallas County,
Texas
<PAGE>
[SEAL] Attorney General's Office
Austin, December 31, 1946
-----------
CERTIFICATE
-----------
I hereby Certify that the attached amendment to the Articles of
Incorporation of Great American Reserve Insurance Company, Dallas, Texas were
submitted to me on the 31st day of December, 1946 and having carefully examined
the same I find them in accordance with the provisions of Chapters 2 and 3,
Title 78 of the Revised Statutes of Texas, and not in conflict with the laws of
the United States or the State of Texas.
/s/ Grover Sellers
--------------------------
Attorney General
/s/ J.C. Davis, Jr.
--------------------------
Assistant Attorney General
Filed in the Department of
Insurance of the State of
Texas This 31st
Day of December, 1946
<PAGE>
AMENDMENT OF CHARTER
OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
INCREASING ITS CAPITAL STOCK TO $250,000.00
----
THE STATE OF TEXAS
COUNTY OF DALLAS
WHEREAS, at a Special Meeting of the stockholders of Great American
Reserve Insurance Company held at the office of said company in the City of
Dallas, Dallas County, Texas, on the 30th day of December, A.D., 1946, in
conformity with the laws of this state and the By-laws of said Corporation, the
stockholders of said Corporation by a vote of more than two-thirds of all the
stock of said company, voted to increase the authorized capital of said
Corporation; and,
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company held on the 30th day of December, 1946, in the office
of said company in the City of Dallas, Dallas County, Texas, a quorum of said
Board of Directors being present, pursuant to the action and vote of the
stockholders of said Corporation above referred to, said Board of Directors did
unanimously vote to amend the Charter of the said Great American Reserve
Insurance Company by increasing the capital stock of said Corporation from the
present authorized capital of $100,000.00 to the amount of $250,000.00, said
total capital of $250,000.00 to be divided into 10,000 shares of the par value
of $25.00 each, and did furthermore authorize and direct said Corporation to
take all necessary and proper legal steps to certify the amendment to the
Charter and the increase in the capital of said Corporation to the Board of
Insurance Commissioners of the State of Texas for the purpose and to the end
that said amendment and the original Charter now on file with the said Board of
Insurance Commissioners, together with all amendments thereto heretofore made,
shall constitute the amended charter of said Corporation; and,
WHEREAS, the said stockholders and Board of Directors did by
Resolutions duly adopted, authorize and declare a stock dividend of 150% by
increasing the par value of each share of issued and outstanding stock of said
Corporation from its present par value to the par value of $25.00:
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: that we, Travis T.
Wallace and Earle E. Bailey, being the President and Secretary, respectively, of
said Great American Reserve Insurance Company, and also being stockholders and
directors of said Corporation, by virtue of the laws of the State of Texas and
the authority vested in us by action of the stockholders and Board of Directors
of said Corporation above referred to, do hereby amend Article IV of the
Original Charter of the said Great American Reserve Insurance Company now on
file with the Board of Insurance Commissioners of the State of Texas, by
changing and increasing the amount of authorized capital stock of said
Corporation from $100,000.00 to $250,000.00, divided into 10,000 shares of
$25.00 each, and we do hereby adopt, authenticate and certify this amendment to
the Board of Insurance Commissioners of the State of Texas for action thereon as
required by law, for the purpose and to the end that this amendment, when
approved and filed, together with the original Charter and all prior amendments
thereto filed with the Board
<PAGE>
of Insurance Commissioners of the State of Texas shall constitute the Amended
Charter of said Great American Reserve Insurance Company.
IN WITNESS WHEREOF we have hereunto subscribed our names this the 30th
day of December, 1946.
/s/ Travis T. Wallace
---------------------
/s/ Earle E. Bailey
---------------------
THE STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, on this day personally appeared
TRAVIS T. WALLACE and EARLE E. BAILEY, known to me to be the persons whose names
are subscribed to the foregoing instrument (Amendment to the Charter of Great
American Reserve Insurance Company) and severally acknowledged to me that they
each executed the same for the purposes and consideration therein expressed, and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 30th day of December,
1946.
/s/ Sally Jones
-----------------------------
Notary Public, Dallas County,
Texas.
------
<PAGE>
THE STATE OF TEXAS
COUNTY OF DALLAS
WE, Travis T. Wallace and Earle E. Bailey, President and Secretary,
respectively, of the Great American Reserve Insurance Company, of Dallas, Texas,
being duly sworn, do jointly and severally depose and say:
That all of the material allegations and facts set forth and contained
in the annexed and foregoing amendment to the Charter of the Great American
Reserve Insurance Company of Dallas, Texas, are true, as therein stated, and
that they are personally cognizant of all the said facts.
That the earned surplus of said Corporation is in excess of the said
sum of $150,000.00. That the Great American Reserve Insurance Company actually
has on hand on this date in cash and other admissable property and securities,
under the laws of the State of Texas, surplus in excess of said amount of
$150,000.00; that the same is the bona fide property of said Great American
Reserve Insurance Company.
/s/ Travis T. Wallace
-----------------------------
President
/s/ Earle E. Bailey
-----------------------------
Secretary
SUBSCRIBED AND SWORN TO before me by Travis T. Wallace and Earle E.
Bailey, this the 30th day of December, 1946.
/s/ Sally Jones
-----------------------------
Notary Public, Dallas County,
Texas.
-------
<PAGE>
[SEAL]
ATTORNEY GENERAL'S OFFICE
Austin, March 27, 1944
-----------
CERTIFICATE
-----------
I hereby Certify that the attached amended Articles of Incorporation of
Great American Reserve Insurance Company of Dallas, Texas, were submitted to me
on the 27th day of March, 1944 and having carefully examined the same I find
them in accordance with the provisions of Chapter 3 Title 78 of the Revised
Statutes of Texas, and not in conflict with the laws of the United States or of
the State of Texas.
/s/ Illegible
---------------
Acting Attorney General
BY /s/ Ardell Williams
-----------------------
Ardell Williams
Assistant
[SEAL]
<PAGE>
THE STATE OF TEXAS: )
COUNTY OF DALLAS: (
WHEREAS, at a special meeting of the stockholders of Great American
Reserve Insurance Company, held at the offices of said company in the City of
Dallas, Dallas County, Texas, on the 14th day of March, A. D. 1944, in
conformity with the laws of this State and the By-Laws of said corporation, the
stockholders of said corporation, by a vote of a majority of all of the
stockholders of said company, voted to change, amend and modify the purpose
clause of said corporation; and,
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company, held on the 14th day of March, A. D. 1944, at the
offices of said company in the City of Dallas, Dallas County, Texas, a quorum of
said Board of Directors being present, pursuant to the action and vote of the
stockholders of said corporation above referred to, did vote to amend Article
III of the Charter of said corporation, changing, amending and modifying the
purpose clause of the Charter of said corporation; and did further authorize and
direct the President and Secretary of said corporation to take all necessary and
proper legal steps to certify the said amendment to the charter of said
corporation to the Board of Insurance Commissioners of the State of Texas:
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, That we, Travis T.
Wallace and Earle E. Bailey, being the President and Secretary respectively of
said Great American Reserve Insurance Company, by virtue of the laws of the
State of Texas and the authority vested in us by the action of the stockholders
and Board of Directors of said corporation above referred to;
DO HEREBY CERTIFY that Article III of the Charter of this corporation
has been, and is hereby amended to read as follows:
<PAGE>
"ARTICLE III. The purpose for which this corporation is formed is
to engage in the life, health and accident insurance business, in
accordance with and as defined by Chapter 3 of Title 78 of the Revised
Statutes of the State of Texas, and to do and perform all other kinds
and character of business, as such life, health and accident insurance
company is permitted or authorized to do by the laws of the State of
Texas."
AND WE DO HEREBY ADOPT, AUTHENTICATE AND CERTIFY this Amendment to the
Board of Insurance Commissioners of the State of Texas for action thereon as
required by law, for the purpose and to the end that this Amendment, when
approved and filed by said Board, together with the original Charter and former
amendments now on file with said Board of Insurance Commissioners, shall
constitute the amended charter of said Great American Reserve Insurance Company.
IN WITNESS WHEREOF, we hereunto subscribe our name, this the 15th day
of March, A. D. 1944.
/s/ Travis T. Wallace
-------------------------
President
/s/ Earle E. Bailey
----------------------
Secretary
THE STATE OF TEXAS )
COUNTY OF DALLAS (
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
Travis T. Wallace and Earle E. Bailey, known to me to be the persons whose
names are subscribed to the foregoing instrument, (amendment to the charter
of Great American Reserve Insurance Company) and severally, as President and
Secretary, respectively, of the Great American Reserve Insurance Company,
acknowledged to me that they each executed the same for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 16th day of March, A.
D. 1944.
/s/ H. Wallace
------------------
Notary Public, Dallas County, Texas.
<PAGE>
THE STATE OF TEXAS )
COUNTY OF DALLAS (
We, Travis T. Wallace, President, and Earle E. Bailey, Secretary,
respectively, of the Great American Reserve Insurance Company, being duly sworn,
do jointly and severally depose and say:
That all of the material allegations of fact set forth and contained in
the annexed and foregoing amendment to the Charter of the Great American Reserve
Insurance Company of Dallas, Texas, are true as therein stated, and that we are
personally cognizant of all of said facts.
/s/ Travis T. Wallace
---------------------
President
/s/ Earle E. Bailey
-------------------
Secretary
[Seal]
SUBSCRIBED AND SWORN to before me by Travis T. Wallace and Earle E.
Bailey, this the 16th day of March, A. D. 1944.
/s/ H. Wallace
-----------------
Notary Public, Dallas County,
Texas.
<PAGE>
[SEAL]
ATTORNEY GENERAL'S OFFICE
Austin, March 17, 1943
-----------
CERTIFICATE
-----------
I hereby Certify that the attached Amendment to the Articles of
Incorporation of the Great American Reserve Insurance Company Dallas, Texas were
submitted to me on the 15th day of March, 1943 and having carefully examined the
same I find them in accordance with the provisions of Chapter 3 Title 78 of the
Revised Statutes of Texas, and not in conflict with the laws of the United
States or of the State of Texas.
/s/ Illegible
--------------
First Assistant Attorney General
By: /s/ Ardell Williams
-----------------------
Ardell Williams
Assistant
[STAMP]
<PAGE>
AMENDMENT TO THE CHARTER OF
GREAT AMERICAN RESERVE INSURANCE COMPANY
INCREASING ITS CAPITAL STOCK TO $100,000.00.
THE STATE OF TEXAS )
COUNTY OF DALLAS (
WHEREAS, at the annual meeting of the stockholders of Great American
Reserve Insurance Company, held at the office of said Company in the City of
Dallas, Dallas County, Texas, on the 9th day of March, A. D. 1943, in conformity
with the laws of this State, and the By-Laws of said corporation, the
stockholders of said corporation by vote of more than two-thirds of all of the
stock of said Company, voted to increase the authorized capital of said
corporation; and,
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company held on the 9th day of March, A. D. 1943 at the
offices of said Company in the City of Dallas, Dallas County, Texas, a quorum of
said Board of Directors being present, pursuant to the action and vote of the
stockholders of said corporation above referred to, said Board of Directors did
unanimously vote to amend the Charter of the said Great American Reserve
Insurance Company by increasing the capital stock of said corporation from the
present authorized capital of $33,330.00 to the amount of $100,000.00, said
total capital of $100,000.00 to be divided into 10,000 shares of the par value
of $10.00 each, and did furthermore authorize and direct the President and
Secretary of said corporation to take all necessary and proper legal steps to
certify the amendment to the Charter and the increase in the capital of said
corporation to the Board of Insurance Commissioners of the State of Texas, for
the purpose and to the end that said amendment and the original Charter now on
file with said board of Insurance Commissioners, together with all amendments
thereto heretofore made, shall con- [COPY MISSING]
<PAGE>
WHEREAS, the said stockholders and Board of Directors did, by
Resolution duly adopted, authorize and declare a stock dividend of two hundred
per cent (200%), being 6,666 shares of said increased capital stock to be issued
to the present stockholders of said corporation; and,
WHEREAS, the full amount of the balance of said increased capital,
namely $10.00, has been in good faith subscribed and paid in, and is possessed
by said Company in money, all of the aforesaid authorizations, actions and
proceedings of the stockholders and directors of said corporation, and the
subscriptions and payment to capital being reflected and set forth in the
certified copy of Resolution and the affidavit of the officers of said
corporation hereto attached, and accompanying this amendment.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, That We, Travis T.
Wallace and C. O. Hambleton, being the President and Secretary, respectively, of
said Great American Reserve Insurance Company, and also being stockholders and
directors of said corporation, by virtue of the laws of the State of Texas and
the authority vested in us by action of the stockholders and Board of Directors
of said corporation above referred to, do hereby amend Article IV, of the
original Charter of said Great American Reserve Insurance Company, now on file
with the Board of Insurance Commissioners of the State of Texas, by changing and
increasing the amount of authorized capital stock of said corporation from
$33,330.00 to $100,000.00 to be divided into 10,000 shares of $10.00 each, and
do hereby adopt, authenticate and certify this amendment to the Board of
Insurance Commissioners of the State of Texas for action thereon as required by
law, for the purpose and to the end that this amendment, when approved and
filed, together with the original Charter and all amendments thereon filed with
the Board of Insurance Commissioners of the State of Texas, shall constitute the
amended Charter of said Great American Reserve Insurance Company.
<PAGE>
IN WITNESS WHEREOF, we hereunto subscribe our names, this the 9th day
of March, A. D. 1943.
/s/ Travis T. Wallace
-------------------------
/s/ C.O. Hambleton
------------------------
THE STATE OF TEXAS )
COUNTY OF DALLAS (
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
Travis T. Wallace and C. O. Hambleton, known to me to be the persons whose names
are subscribed to the foregoing instrument (amendment to the Charter of Great
American Reserve Insurance Company) and severally acknowledged to me that they
each executed the same for the purposes and consideration therein expressed, and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 9th day of March, A.
D. 1943.
/s/ E. Achilles
---------------
E. Achilles,
Notary Public, Dallas County,
Texas.
<PAGE>
THE STATE OF TEXAS )
COUNTY OF DALLAS (
WE, Travis T. Wallace and C. O. Hambleton, President and Secretary,
respectively, of the Great American Reserve Insurance Company, of Dallas, Texas,
being duly sworn, do jointly and severally depose and say:
That all of the material allegations and facts set forth and contained
in the annexed and foregoing amendment to the Charter of Great American Reserve
Insurance Company of Dallas, Texas, are true, as therein stated, and that we are
personally cognizant of all of said facts.
That the sum of $20.00 in cash representing one (1) share of the
increased capital stock of said Great American Reserve Insurance Company, and an
increase in the surplus of said Company of a like amount, has been actually
deposited by Travis T. Wallace to the credit of Great American Reserve Insurance
Company in the Texas Bank & Trust Company of Dallas, Texas, and is possessed by
said Company, and that the same is the bona fide property of the said Great
American Reserve Insurance Company. That the Great American Reserve Insurance
Company actually has on hand on this date, in cash and other admissible property
and securities, under the laws of the State of Texas, surplus in the amount of
$66,660.00; that the same is the bona fide property of said Great American
Reserve Insurance Company.
/s/ Travis T. Wallace
-------------------------
President
/s/ C. O. Hambleton
------------------------
Secretary
SWORN TO AND SUBSCRIBED before me, by Travis T. Wallace and C. O.
Hambleton, this the 9th day of March, A. D. 1943.
/s/ E. Achilles
-----------------
E. Achilles,
Notary Public, Dallas County,
Texas.
<PAGE>
THE STATE OF TEXAS )
COUNTY OF DALLAS (
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared E. O. Terry, President of Texas Bank & Trust Company, of
Dallas, Texas, who, after being by me duly sworn, deposes and says: That he is
President of the Texas Bank & Trust Company, of Dallas. That the Great American
Reserve Insurance Company has on deposit in said Bank on this date the sum of
$53,958.79, and that said funds are free of all claims of any kind or character
insofar as said bank is concerned, and is the bona fide property of the said
Great American Reserve Insurance Company insofar as affiant has any knowledge
of.
Affiant further says that he is cognizant of the facts herein stated,
and makes this affidavit for the purpose of assisting the Great American Reserve
Insurance Company in securing an amendment to its charter, by which the capital
stock of said Company is increased from $33,330.00 to $100,000.00, one (1) share
of which has been paid by the deposit of Travis T. Wallace in this bank to the
credit of said corporation this date in the sum of $20.00.
/s/ E. O. Terry
-----------------
President, Texas Bank & Trust
Company of Dallas, Texas.
SUSCRIBED AND SWORN TO BEFORE ME this the 9th day of March, A. D. 1943.
/s/ E. Achilles
-----------------
E. Achilles,
Notary Public, Dallas County,
Texas
<PAGE>
ATTORNEY GENERAL'S OFFICE
Austin, June 10, 1942
-----------
CERTIFICATE
-----------
I hereby Certify that the attached Amendment to the Articles of
Incorporation of the Great American Reserve Insurance Company, Dallas, Texas,
Company was submitted to me on the 8th day of June 1942 and having carefully
examined the same I find it in accordance with the provisions of Chapter Three
Title 78 of the Revised Statutes of Texas, and not in conflict with the laws of
the United States or of the State of Texas.
/s/ Gerald C. Mann
------------------
Attorney General
/s/ Ardell Williams
-----------------------
By: Ardell Williams, Assistant
Filed in the Department of
Insurance of the State of
Texas this 12th Day of June 1942
Commissioner of Life Insurance
By /s/ U. S.
---------
<PAGE>
THE STATE OF TEXAS )
(
COUNTY OF DALLAS )
WHEREAS, at a meeting of the stockholders of Great American Reserve
Insurance Company, held at the Home Office of said corporation in the City of
Dallas, Dallas County, Texas, on the 10th day of March, A. D. 1942, in
conformity with the laws of this State and the by-laws of said corporation, the
stockholders of said corporation by a vote of more than two-thirds of all the
stock of said company voted to increase the authorized capital stock of said
corporation; and
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company, held on the 10th day of March, A. D. 1942, at the
offices of said company in the City of Dallas, Dallas County, Texas, a quorum of
said Board of Directors being present, pursuant to the action and vote of the
stockholders of said corporation above referred to, said Board of Directors did
unanimously vote to amend the charter of said Great American Reserve Insurance
Company by increasing the capital stock of said corporation from $31,000.00 to
$33,330.00, said total capital of $33,330.00 to be divided into 3,333 shares of
the par value of $10.00 each; and did furthermore authorize and direct the
President and Secretary of said corporation to take all necessary and proper
legal steps to certify the amendment to its charter and the increase in the
capital stock of said corporation to the Board of Insurance Commissioners of the
State of Texas, for the purpose and to the end that said amendment and the
original charter now on file with said Board of Insurance Commissioners,
together with such other amendments as have heretofore been approved, shall
constitute the amended charter of said corporation; and
WHEREAS, said increased capital to the number of 233 shares has been in
good faith subscribed, and the sum of $2,330.00 is possessed by said company in
money, and in addition thereto the sum
<PAGE>
of $1165.00 has been in good faith subscribed and paid in cash to the surplus of
said corporation; and
WHEREAS, the stockholders and directors of said corporation have voted
to issue 233 shares of stock as set out and reflected in the certified copy of
resolution and the affidavit of the officers of said corporation hereto attached
and accompanying this amendment; NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, That we, Travis T. Wallace, President,
and C. O. Hambleton, Secretary, of the said Great American Reserve Insurance
Company, by virtue of the laws of the State of Texas and the authority vested in
us by the action of the stockholders and the Board of Directors of said
corporation, above referred to, do hereby amend Article V of the original
charter of said Great American Reserve Insurance Company, now on file with the
Board of Insurance Commissioners of the State of Texas, by changing and
increasing the amount of the authorized capital of said corporation from
$31,000.00 to $33,330.00, to be divided into 3,333 shares of $10.00 each, and we
do hereby adopt, authenticate and certify this amendment to the Board of
Insurance Commissioners of the State of Texas for action thereon as required by
law, for the purpose and to the end that this amendment, when approved and filed
by them, together with the original charter and prior amendment now on file with
said Board of Insurance Commissioners, shall constitute the amended charter of
said Great American Reserve Insurance Company.
IN WITNESS WHEREOF, we hereunto subscribe our names, this 10th day of
March, A. D. 1942.
/s/ Travis T. Wallace
-------------------------
President
/s/ C. O. Hambleton
-----------------------
Secretary
<PAGE>
THE STATE OF TEXAS: )
)
COUNTY OF DALLAS: (
Before me, the undersigned authority, on this day personally appeared
Travis T. Wallace and C. O. Hambleton, known to me to be the persons whose names
are subscribed to the foregoing instrument (amendment to charter of Great
American Reserve Insurance Company), and severally acknowledged to me that they
each executed the same for the purposes and consideration therein expressed and
in the capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 10th day of March, A. D.
1942.
/s/ H. Johnsey
-----------------
Notary Public, Dallas County, Texas
H. JOHNSEY, Notary Public in and for Dallas County, Texas
<PAGE>
THE STATE OF TEXAS )
(
COUNTY OF DALLAS )
We, Travis T. Wallace, President, and C. O. Hambleton, Secretary,
respectively, of the Great American Reserve Insurance Company of Dallas, Texas,
being duly sworn, do jointly and severally depose and say:
That all of the material allegations and facts set forth and contained
in the annexed and foregoing amendment to the charter of Great American Reserve
Insurance Company are true as therein stated, and that we are personally
cognizant of all of said facts.
That the sum of $2,330.00 in cash, representing the full amount of
subscription for 233 shares of increased capital stock of the Great American
Reserve Insurance Company, and $1165.00 in cash, representing the increase in
surplus of said company, is now on deposit in the Texas Bank & Trust Company of
Dallas, Texas, to the credit of said Great American Reserve Insurance Company
and subject to the check of said company; that said amount of said capital and
surplus has been paid in and is possessed by said company in money, and that the
same is the bona fide property of the said Great American Reserve Insurance
Company. The certificate of the said Texas Bank & Trust Company is hereto
attached and made a part hereof showing such cash to be so deposited and held by
said bank.
/s/ Travis T. Wallace
-------------------------
President
/s/ C. O. Hambleton
-----------------------
Secretary
SWORN TO AND SUBSCRIBED BEFORE ME by Travis T. Wallace and C. O.
Hambleton, this 10th day of March, A. D. 1942.
/s/ H. Johnsey
------------------
Notary Public, Dallas County Texas
H. JOHNSEY, Notary Public in and for Dallas County, Texas
<PAGE>
ATTORNEY GENERAL'S OFFICE
Austin, March 25th 1940
-------------
CERTIFICATE
-------------
I hereby certify that the attached amendment to the Articles of
Incorporation of GREAT AMERICAN RESERVE INSURANCE Company were submitted to me
on the 20th day of March 1940 and having carefully examined the same I and them
in accordance with the provisions of Chapter 3 Title 78 of the Revised Statutes
of Texas, and not in conflict with the laws of the United States or of the State
of Texas.
/s/ Gerald C. Mann
------------------
Attorney General
/s/ Illegible
-------------
Assistant Attorney General
Filed in the Department of
Insurance of the State of
Texas This 27th
Day of March 1943
Commissioner of LIFE INSURANCE
By U.S.
----
<PAGE>
THE STATE OF TEXAS )
COUNTY OF DALLAS (
WHEREAS, at a meeting of the stockholders of Great American Reserve
Insurance Company, held at the Home Office of said corporation in the City of
Dallas, Dallas County, Texas, on the 12th day of March, A. D. 1940, in
conformity with the laws of this State and the by-laws of said corporation, the
stockholders of said corporation by vote of more than two-thirds of all of the
stock of said company voted to increase the authorized capital stock of said
corporation; and,
WHEREAS, at a meeting of the Board of Directors of said Great American
Reserve Insurance Company, held on the 12th day of March, A. D. 1940, at the
offices of said company in the City of Dallas, Dallas County, Texas, a quorum of
said Board of Directors being present, pursuant to the action and vote of the
stockholders of said corporation above referred to, said board of Directors did
unanimously vote to amend the charter of said Great American Reserve Insurance
Company by increasing the capital stock of said corporation from $25,000.00 to
$31,000.00, said total capital of $31,000.00 to be divided into 3,100 shares of
the par value of $10.00 each; and did furthermore authorize and direct the
President and Secretary of said corporation to take all necessary and proper
legal steps to certify the amendment to its charter and the increase in the
capital of said corporation to the Board of Insurance Commissioners of the State
of Texas, for the purpose and to the end that said amendment and the original
charter now on file with said Board of Insurance Commissioners, together with
such other amendments as have heretofore been approved, shall constitute the
amended charter of said corporation; and,
1
<PAGE>
WHEREAS, said increased capital to the number of 600 shares, has been
in good faith subscribed, and the sum of $6,000.00 is possessed by said company
in money, and in addition thereto the sum of $3,000.00 has been in good faith
subscribed and paid in cash to the surplus of said corporation; and,
WHEREAS, the stockholders and directors of said corporation have voted
to issue 600 shares of stock as set out and reflected in the certified copy of
resolution and the affidavit of the officers of said corporation hereto attached
and accompanying this amendment; NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, That we, Travis T. Wallace, President,
and C. O. Hambleton, Secretary, of the said Great American Reserve Insurance
Company, by virtue of the laws of the State of Texas and the authority vested in
us by the action of the stockholders and Board of Directors of said corporation,
above referred to, do hereby amend Article V of the original charter of said
Great American Reserve Insurance Company, now on file with the Board of
Insurance Commissioners of the State of Texas, by changing and increasing the
amount of the authorized capital of said corporation from $25,000.00 to
$31,000.00, to be divided into 3,100 shares of $10.00 each, and we do hereby
adopt, authenticate and certify this amendment to the Board of Insurance
Commissioners of the State of Texas for action thereon as required by law, for
the purpose and to the end that this amendment, when approved and filed by them,
together with the original charter and prior amendment now on file with said
Board of Insurance Commissioners, shall constitute the amended charter of said
Great American Reserve Insurance Company.
2
<PAGE>
IN WITNESS WHEREOF, we hereunto subscribe our names, this 12th day of
March, A. D. 1940.
/s/ Travis T. Wallace
--------------------------
President
/s/ C. O. Hambleton
-------------------------
Secretary
THE STATE OF TEXAS )
COUNTY OF DALLAS (
Before me, the undersigned authority, on this day personally appeared
Travis T. Wallace and C. O. Hambleton, known to me to the persons whose names
are subscribed to the foregoing instrument (amendment to charter of Great
American Reserve Insurance Company), and severally acknowledged to me that they
each executed the same for the purposes and consideration therein expressed and
in the capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 14th day of March, A. D.
1940.
/s/ H. Johnsey
-----------------
Notary Public, Dallas County,
Texas.
3
<PAGE>
THE STATE OF TEXAS (
COUNTY OF DALLAS )
We, Travis T. Wallace, President, and C. O. Hambleton, Secretary,
respectively, of the Great
American Reserve Insurance Company of Dallas, Texas, being duly sworn,
do jointly and severally depose and say:
That all of the material allegations and facts set forth and contained
in the annexed and foregoing amendment to the charter of Great American Reserve
Insurance Company are true as therein stated, and that we are personally
cognizant of all of said facts.
That the sum of $6,000.00 in cash, representing the full amount of
subscriptions for 600 shares of increased capital stock of the Great American
Reserve Insurance Company, and $3,000.00 in cash, representing the increase in
surplus of said company, is now on deposit in the Texas Bank & Trust Company of
Dallas, Texas, to the credit of said Great American Reserve Insurance Company
and subject to the check of said company; that said amount of said capital and
surplus has been paid in and is possessed by said company in money, and that the
same is the bona fide property of the said Great American Reserve Insurance
Company. The certificate of said Texas Bank & Trust Company is hereto attached
and made a part hereof showing such cash to be so deposited and held by said
bank.
/s/ Travis T. Wallace
-------------------------
President
/s/ C. O. Hambleton
-------------------
Secretary
SWORN TO AND SUBSCRIBED BEFORE ME by Travis T. Wallace and C. O.
Hambleton, this 14th day of March, A. D. 1940.
/s/ H. Johnsey
-----------------
Notary Public, Dallas County,
Texas.
<PAGE>
[SEAL]
ATTORNEY GENERAL'S OFFICE
Austin February 10, 1937
-------------
CERTIFICATE
-------------
I hereby Certify that the attached Articles of Incorporation of All American
Assurance Company were submitted to me on the 10 day of February 1937 and having
carefully examined the same I find them in accordance with the provisions of
Chapter 13 Title 78 of the Revised Statutes of Texas, and not in conflict with
the laws of the United States or of the State of Texas.
/s/ T. F. Morrow
--------------------------
T.F. Morrow
Assistant Attorney General
<PAGE>
THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS )
That we, C. V. Compton, T. W. Reagan, William Crawford III, T. V. Meyer
and Julia Shapard, all residents of the City and County of Dallas and citizens
of the State of Texas, under and by virtue of the laws of this State, do hereby
form and organize a body corporate for the purpose of transacting a health, life
and accident insurance business, and to that end we do hereby adopt and
subscribe the following Charter and Articles of Incorporation:
ARTICLE I.
The name of this company shall be
ALL AMERICAN INSURANCE COMPANY
ARTICLE II.
The principal business office of said company shall be located at the
City of Dallas, County of Dallas, State of Texas.
ARTICLE III.
The purpose for which this corporation is formed is to engage in the
life, health, and accident insurance business, and it shall have power only to
transact business within this State, and to write insurance only on the weekly
or monthly premium plan, and to issue no policy promising to pay more than one
thousand dollars in the event of death of the insured from natural causes, nor
more than two thousand dollars in the event of death of any person from
accidental causes, and it may issue, combined or separately, life, accident or
health insurance policies; all of which business may be conducted in one
department, and to do and perform all other kinds and character of business, as
such limited capital stock,
1
<PAGE>
life, health, and accident insurance company, permitted or authorized by the
laws of the State of Texas.
ARTICLE IV.
The amount of its capital stock shall be $25,000.00, divided into 2,500
shares of $10.00 each. The entire amount of said capital has been subscribed
and paid in and is possessed by said company in money and the same is the bona
fide property of the said company.
ARTICLE V.
The period of time for which this company shall exist shall be 100
years.
ARTICLE VI.
The business and affairs of this corporation shall be supervised,
managed and controlled by a Board of Directors, the number of which is fixed at
this time at seven.
IN TESTMONY WHEREOF we hereunto subscribe our names this the 8th day of
February, A.D. 1937.
NAME ADDRESS
/s/ C. V. Compton Dallas, Texas
----------------
C. V. Compton
/s/ T. W. Reagan Dallas, Texas
----------------
T. W. Reagan
/s/ Julia Shapard Dallas, Texas
-----------------
Julia Shapard
/s/ William Crawford, III Dallas, Texas
-------------------------
William Crawford, III
/s/ T. V. Meyer Dallas, Texas
---------------
T. V. Meyer
2
<PAGE>
THE STATE OF TEXAS (
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public, in and for the
County of Dallas, State of Texas, on this day personally appeared C. V. Compton,
T. W. Reagan, William Crawford III, T. V. Meyer and Julia Shapard, of Dallas
County, Texas, who being by me duly sworn do jointly and severally depose and
say:
That all of the material allegations and facts set forth and contained
in the annexed and foregoing Charter and Articles of Incorporation are true as
therein stated, and we are and each of us is personally cognizant of all of said
facts.
That the $27,500.00 in cash representing the present capital stock of
said company and $2,500.00 surplus is now actually on deposit with the First
National Bank in Dallas, Texas, to the credit of said insurance company and that
the entire amount thereof has been paid in and is possessed by said company in
money and that the same is the bona fide property of said insurance company.
WITNESS our hands this the 9th day of February, A.D. 1937.
/s/ C. V. Compton
-----------------
C. V. Compton
/s/ T. W. Reagan
----------------
T. W. Reagan
/s/ Julia Shapard
-----------------
Julia Shapard
/s/ William Crawford, III
-------------------------
William Crawford, III
/s/ T. V. Meyer
---------------
T. V. Meyer
SWORN TO AND SUBSCRIBED BEFORE ME, by C. V. Compton, T. W. Reagan,
William Crawford III, T. V. Meyer and Julia Shapard, this the 9th day of
February, A. S. 1937.
/s/ Fae Wells
-----------------------------
Notary Public, Dallas County,
Texas.
<PAGE>
THE STATE OF TEXAS (
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, within and for the County of
Dallas, State of Texas, on this day personally appeared C. B. Parrott, who being
duly sworn, says on oath:
I am Active Vice President of the First National Bank in Dallas, of
Dallas, Texas, and am duly authorized to make this affidavit.
That all American Assurance Company, of Dallas, Texas, now in process
of being chartered, has now in the said First National Bank in Dallas, Texas, to
its credit, subject to its draft when organized, in actual cash, $27,500.00, the
amount of its capital stock and surplus; that said funds belong to and are the
property of the said proposed corporation and that said funds are absolutely and
unconditionally the property of the said corporation.
WITNESS MY HAND at Dallas, Texas, this the 9th day of February, A. D. 1937.
/s/ C. B. Parrott
-----------------
C. B. Parrott
SUBSCRIBED AND SWORN TO BEFORE ME, this the 9th day of February, A. D.
1937.
/s/ Jack C. (Illegible)
-------------------------
Jack C. (Illegible)
Notary Public, Dallas County,
Texas.
<PAGE>
[SEAL]
ATTORNEY GENERAL'S OFFICE
Austin, July 27th 1937
-------------
CERTIFICATE
-------------
I hereby Certify that the attached amendment to the Charter of the All
American Assurance Company, changing the name of said corporation to the Great
American Reserve Insurance Company was submitted to me on the 27th day of July
1937 and having carefully examined the same I find it in accordance with the
provisions of Chapters 1, 2 and 3 Title 78 of the Revised Statutes of Texas, and
not in conflict with the laws of the United States or of the State of Texas.
William McCraw
Attorney General
BY: /s/ Dick Stout
-----------------
DICK STOUT
ASSISTANT ATTORNEY GENERAL
Filed in the Department of
Insurance of the State of
Texas This 12th
Day of June 1942
Commissioner of LIFE INSURANCE
By U.S.
----
<PAGE>
THE STATE OF TEXAS :
:
COUNTY OF DALLAS :
WHEREAS, at a special meeting of the Stockholders of All American
Assurance Company, held at the office of said Company, in the City of Dallas,
Dallas County, Texas, on the 16th day of July, A. D. 1937, in conformity with
the laws of the State and the by-laws of said corporation, the stockholders of
said corporation by a vote of more than two-thirds of all of the stock of said
company voted to change the name of said corporation; and,
WHEREAS, at a meeting of the Board of Directors of said All American
Assurance Company, held on the 16th day of July, A. D. 1937, at the office of
the Company, in the City of Dallas, Dallas County, Texas, a quorum of said Board
of Directors being present, pursuant to the action and vote of the stockholders
of said corporation above referred to, the said Board of Directors did
unanimously vote to amend Article I of the Charter of said corporation by
changing the name of said corporation; and did further authorize and direct the
President and Assistant Secretary of said corporation to take all necessary and
proper legal steps to certify the aforesaid amendment to the Charter of said
corporation to the Board Insurance Commissioners of the State of Texas, for the
purpose and to the end that said amendment and the original Charter now on file
with said Board of Insurance Commissioners shall constitute the amended Charter
of said corporation; and,
1
<PAGE>
WHEREAS, all the aforesaid authorizations, actions and proceedings of
the stockholders and directors of said corporation are reflected and set forth
in certified copies of the resolutions hereto attached and accompanying this
amendment.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, That we, C.V. Compton,
President, and T.V. Meyer, Assistant Secretary, of said All American Assurance
Company, by virtue of the laws of the State of Texas and the authority vested in
us by the action of the stockholders and board of Directors of said corporation
above referred to,
DO HEREBY CERTIFY that Article I of the Charter of this corporation has
been and is hereby amended to read as follows:
"ARTICLE I.
"The name of this corporation shall be
GREAT AMERICAN RESERVE INSURANCE COMPANY."
And we do hereby adopt, authenticate and certify this amendment to the
Board of Insurance Commissioners of the State of Texas for action on as required
by law, for the purpose and to the end that this amendment when approved and
filed by said Board, together with the original Charter now on file with said
Board of Insurance Commissioners, shall constitute the amended charter of said
All American Assurance Company.
IN WITNESS WHEREOF we hereunto subscribe our names, this 16th day of
July, A. D. 1937.
/s/ C. V. Compton
---------------------
PRESIDENT
/s/ T. V. Meyer
-------------------
ASSISTANT SECRETARY
2
<PAGE>
THE STATE OF TEXAS :
:
COUNTY OF DALLAS :
BEFORE ME, the undersigned authority, on this day personally appeared
C.V. Compten and T.V. Meyer, known to me to be the persons whose names are
subscribed to the foregoing instrument (amendment to the charter of All American
Assurance Company), and severally, as President and Assistant Secretary,
respectively, of the All American Assurance Company, acknowledged to me that
they executed the same for the purposes and consideration therein expressed, and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 16th day of July, A. D.
1937.
/s/ Illegible
-----------------------------
Notary Public, Dallas County,
Texas.
3
