<PAGE>
Exhibit 2.01
ARTICLES OF INCORPORATION
OF
BROOKE FINANCIAL SERVICES INC.
I, THE UNDERSIGNED incorporator, forms and establishes a corporation
for profit under the laws of the State of Kansas.
ARTICLE I
The name of this corporation is BROOKE FINANCIAL SERVICES, INC.
ARTICLE II
The registered office of the corporation in the state of Kansas,
County of Smith, is at 133 South Main, Smith Center, Kansas 66967. The resident
agent at that address is Robert D. Orr.
ARTICLE III
This corporation is organized for profit and the nature of its
business or purposes to be conducted or promoted is:
1. To engage in the business of purchasing, acquiring, soliciting,
selling, negotiating and otherwise dealing in the business of insurance through
the use of agents employed by said corporation, which agents are lawfully
licensed and authorized to transact insurance business within the state of
Kansas;
2. To engage in any lawful conduct or activity for which corporations
may be organized under the Kansas Corporation Code.
ARTICLE IV
This corporation is authorized to issue One Million (1,000,000) shares
of common stock at One Dollar ($1.00) par value.
ARTICLE V
The power to adopt, repeal and amend the bylaws of this corporation
shall reside in the Board of Directors of this corporation.
<PAGE>
ARTICLE VI
The stockholders of this corporation shall not be personally liable
for the payment of the corporations' debts, except as they may be liable for the
reason of their own conduct or acts.
ARTICLE VII
The name and mailing address of the incorporator is as follows:
Robert D. Orr
RR 1 Box 9
Smith Center, Ks 66967
ARTICLE VIII
The powers of the incorporator are to terminate upon the filing of
these Articles of Incorporation, and the name and mailing address of each person
who is to serve as director until the first annual meeting of stockholders or
until a successor is elected and qualified is as follows:
Robert D. Orr
RR 1 Box 9
Smith Center, Ks 66967
ARTICLE IX
The term for which this corporation is to exist is perpetual.
IN TESTIMONY WHEREOF, I have hereunto set my name this 17th day of
January, 1986.
/s/ Robert D. Orr
------------------------------------------
Robert D. Orr
<PAGE>
STATE OF KANSAS )
) ss:
COUNTY OF SMITH )
Personally appeared before me, a Notary Public, in and for
said County and said State, the above named, who is personally known to
me to be the same person who executed the foregoing instrument in
writing, and duly acknowledged the execution of the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
17th day of January, 1986
/s/ John E. Ballhorst
------------------------------------------
Notary Public
My Appointment Expires:
May 1, 1989
