<PAGE> 1
EXHIBIT 3A
ARTICLES OF INCORPORATION
OF
MIDWEST MEDICAL INSURANCE
HOLDING COMPANY
To form a Minnesota business corporation pursuant to Minnesota
Statutes, Chapter 302A, as amended, the following Articles of Incorporation are
adopted:
ARTICLE 1
1. The name of the corporation shall be Midwest Medical Insurance
Holding Company.
ARTICLE 2
2. The address of the registered office of the corporation in
Minnesota is 2221 University Avenue Southeast, Suite 220, Minneapolis,
Minnesota 55414.
ARTICLE 3
3. The aggregate number of shares the corporation is authorized to
issue is:
Class A Common: One Hundred Thousand (100,000) shares, par
value $.01 per share.
Class B Voting: one share, par value $1,000 per share.
ARTICLE 4
4. The relative rights and preferences of Class A and Class B Shares
are as follows:
A. Class A Common. Following the transaction in which the
corporation acquires all of the capital stock of Midwest Medical Insurance
Company, eligibility for ownership of Class A Common Shares shall be limited to
physicians who are members of the Minnesota Medical Association, or other state
medical
-1-
<PAGE> 2
association and are insured for medical practice liabilities by Midwest
Insurance Company. The voting rights and limitations of Class A Common Shares
are:
(i) Class A shareholders do not have the right to
vote for directors of the corporation except in the
event of redemption by the corporation of the Class B
Shares.
(ii) Class A shareholders shall be entitled to only
one vote per physician shareholder regardless of the
number of Class A Shares held by the shareholder.
(iii) The Class A shareholders have the right to
approve or disapprove any of the following transactions:
(a) Amendment of the Articles of Incorporation;
(b) Redemption of Class B Share;
(c) Merger into or acquisition by another
corporation;
(d) Exchange of one or more classes or series of
the shares of the corporation for shares of
one or more other corporations;
(e) Liquidation or voluntary dissolution of the
corporation;
(f) Sale, lease, transfer or other disposition
of all or substantially all of the corporate
assets, including its goodwill, not in the
usual and regular course of business;
(g) Authorization of the corporation as the sole
shareholder of Midwest Medical Insurance
Company to amend, change or repeal the
Articles or Bylaws of Midwest-Medical
Insurance Company.
Approval of any of the above transactions must be by an
affirmative vote of two-thirds of the Class A shareholders voting on the
transaction, provided that a majority of all Class A shareholders have also
affirmatively voted for the transaction.
-2-
<PAGE> 3
(iv) Class A shareholders shall have no preemptive
rights in any future issuance of stock by the
corporation.
B. Class B Voting Share. The only shareholder eligible to own
the Class B Voting Share is the Minnesota Medical Association. The Class B
Share shall have the right to elect the directors of the corporation as
provided in the Bylaws. The Class B Share has no other voting rights and has
no other right or preference with respect to the corporation. The Class B
Voting Share is redeemable at par value at any time by the corporation as
provided by these Articles and by the legend on the Class B certificate.
ARTICLE 5
The principal nature of the corporation's business shall be to own
or invest in one or more insurance companies; to provide management services
and facilities to sure insurance companies and other insurance businesses; and
to engage in such other purposes as may be permitted by law.
ARTICLE 6
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on breach of the duty of
loyalty to the corporation or the shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) liability under Minn. Stat. Section 302A.559 or under
Minn. Stat. 80A.23; (iv) liability for any transaction from which the director
derived an improper personal benefit; (v) liability for an act or omission
occurring prior to the date this Article 6 becomes effective. If Chapter 302A,
the Minnesota Business Corporation Act, hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.
No amendment to or repeal of this Article 6 shall apply to or have any effect
on the liability or alleged liability of any director of the corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
-3-
<PAGE> 4
ARTICLE 7
4. The name and address of the incorporators, who are natural
persons of full age, are:
Name Address
Robert S. Flom, M.D. 330 Lowry Medical Arts Building
St. Paul, Minnesota 55102
George V. Tangen, M.D. 322 Medical Arts Building
Minneapolis, Minnesota 55402
Dated: February 16, 1988
/s/ ROBERT S. FLOM, M.D.
-------------------------------------
Incorporator
/s/ GEORGE V. TANGEN, M.D.
-------------------------------------
Incorporator
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 16th day of
February, 1988 by Robert S. Flom and George V. Tangen.
/s/ JUDITH R. GARTNER
--------------------------------------
Notary Public
JUDITH R. GARTNER
NOTARY PUBLIC - MINNESOTA
HENNEPIN COUNTY
My Commission expires ILLEGIBLE
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
FEB 16 1988
JOAN ANDERSON GROWE
SECRETARY OF STATE
-4-
<PAGE> 5
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MIDWEST MEDICAL INSURANCE HOLDING COMPANY
The undersigned, President of Midwest Medical Insurance Holding Company, a
corporation existing under the provisions of Minnesota Statutes, Chapter 302A,
hereby certifies that at a meeting of the shareholders held on November 24,
1992, by the affirmative vote of a majority of the shareholders of the
corporation and two-thirds of the shareholders voting in person or by proxy at
the meeting, resolutions were adopted amending Article 3 and Article 4, clause
A(iv), of the corporation's Articles of Incorporation to state as follows:
ARTICLE 3
The aggregate number of shares the corporation is authorized to issue is:
Class A Voting Common: Three Hundred Thousand (300,000) shares,
par value $.01 per share.
Class B Voting Common: One share, par value $1,000 per share.
ARTICLE 4
A(iv). Class A shareholders shall have no preemptive rights in any
future issuance of stock by the corporation and shall not have cumulative
voting rights.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th day
of February, 1993.
/s/David P. Bounk,
------------------------------
David P. Bounk, President
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
FEB 25 1993
JOAN ANDERSON GROWE
SECRETARY OF STATE
<PAGE> 6
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MIDWEST MEDICAL INSURANCE HOLDING COMPANY
David P. Bounk, President of Midwest Medical Insurance Holding Company, a
corporation existing under the provisions of Chapter 302A, Minnesota Statutes,
does herby certify that at a meeting of the shareholders duly held on February
14, 1996, the resolutions, as hereinafter set forth, were adopted by the
affirmative vote of the holders of the majority of the voting power of shares
entitled to vote at the meeting:
RESOLVED, that the first paragraph of Article 4A of the Restated Articles
of Incorporation of the Company shall be amended, effective immediately, to
read as follows:
ARTICLE 4
The relative rights and preferences of Class A and Class B shares are as
follows:
A. Class A Common. Except with respect to physicians licensed to
practice, and practicing, in the State of Nebraska, eligibility for
ownership of Class A Common Shares shall be limited to physicians who
are members of the Minnesota Medical Assocation, or other state
medical association and are insured for medical practice liabilities
by Midwest Medical Insurance Company. The voting rights and
limitations of Class A Common shares are:
(remainder of Article 4 is unchanged)
RESOLVED, that effective January 1, 1997 the first paragraph of Article 4A
of the Restated Articles of Incorporation of the Company shall be amended to
read as follows:
<PAGE> 7
ARTICLE 4
The relative rights and preferences of Class A and Class B shares are as
follows:
A. Class A Common. Eligibility for ownership of Class A Common
Shares shall be limited to physicians who are insured for
medical practice liabilities by Midwest Medical Insurance Company.
The voting rights and limitations of Class A Common shares are:
(the remainder of Article 4 is unchanged.)
/S/David P. Bounk
----------------------------------
David P. Bounk, President
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
MAR ILLEGIBLE
JOAN ANDERSON GROWE
SECRETARY OF STATE
-2-
<PAGE> 8
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MIDWEST MEDICAL INSURANCE HOLDING COMPANY
The undersigned, President of Midwest Medical Insurance Holding Company, a
corporation existing under the provisions of Minnesota Statutes, Chapter 302A,
hereby certifies that at a meeting of the shareholders held on June 29, 2000,
by the affirmative vote of holders of a majority of the outstanding shares of
the corporation, and holders of two-thirds of the shares voting in person or by
proxy at the meeting, resolutions were adopted adding Article 4.C., to the
corporation's Articles of Incorporation, to state as follows:
ARTICLE 4
4.C. Additional Classes. The Board of Directors is authorized to
establish one or more additional series and classes of common or
preferred stock, setting forth the designation of each such series or
class,and fixing the relative rights and preferences of each such
series or class. Such shares shall be issued out of the number
authorized to be issued as Class A shares.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 29th
day of June, 2000.
/s/ DAVID P. BOUNK
---------------------------------------
David P. Bounk, President
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
JUN 20 2000
DUP COPY
MARY KIFFMEYER
SECRETARY OF STATE
<PAGE> 9
MIDWEST MEDICAL INSURANCE HOLDING COMPANY
CERTIFICATE OF DESIGNATION
OF
RIGHTS, PREFERENCES AND LIMITATIONS
OF
CLASS C COMMON STOCK
The undersigned, President of Midwest Medical Insurance Holding Company, a
Minnesota corporation, hereby certifies that the following resolution
establishing Class C Common Stock of the Corporation pursuant to Minnesota
Statutes, Section 302A.401 was duly adopted by the directors of the Corporation
on October 27, 1999:
RESOLVED, that, subject to and upon approval of the above-referenced
Amendment to the Articles of Incorporation by the shareholders, there
shall be formed a new class of stock of the corporation, designated
"Class C Stock". The President shall file a Certificate of Designation
with the Minnesota Secretary of State creating such class, as required,
and shall take all other action in necessary or desirable in furtherance of
creation of this class. This new class of stock shall have the following
rights and preferences:
A. Eligibility of ownership shall be limited to physicians, and their
respective medical practice entities or clinics as joint tenants,
who are insured for medical practice liabilities by Midwest Medical
Insurance Company.
B. Class C shareholders shall not have the right to vote for directors
of the corporation except in the event of redemption by the
corporation of the Class B shares.
C. No individual physician may hold more than one share of Class C
common stock. In the case of jointly held shares, the joint Class
C shareholders shall be entitled to only one vote per physician
shareholder.
D. The Class C shareholders have the right to approve or disapprove, as
a class, any of the following transactions:
(i) Amendment to the Articles of Incorporation;
(ii) Redemption of Class B Shares;
(iii) Merger into or acquisition by another corporation;
(iv) Exchange of one or more classes or series of the shares of the
corporation for shares of one or more other corporations;
(v) Liquidation or voluntary dissolution of the corporation;
<PAGE> 10
(vi) Sale, lease, transfer or other disposition of all or
substantially all of the corporate assets, including its
goodwill, not in the usual and regular course of business;
(vii) Authorization of the corporation as the sole shareholder of
Midwest Medical Insurance Company to amend, change or repeal
the Articles or Bylaws of Midwest Medical Insurance Company.
E. Approval of any of the above transactions must be by an affirmative
vote of two-thirds of the Class C shareholders voting on the
transaction, provided that a majority of all Class C shareholders have
also affirmatively voted for the transaction.
F. Class C shareholders shall have no preemptive rights in any future
issuance of stock by the corporation.
G. Except as otherwise provided herein, no Class C common stock may be
pledged, sold, assigned, or otherwise transferred in any way to any
person other than the corporation.
H. No certificates evidencing Class C common stock shall be issued by
the corporation.
I. The Board of Directors of the corporation is authorized to issue
shares of Class C common stock to eligible physicians and jointly to
medical practice entities or clinics by resolution, in its discretion.
J. Upon (i) any merger or consolidation into or acquisition by another
corporation, (ii) the exchange of one or more classes or series of
shares of the corporation for shares of one or more other
corporations, (iii) the liquidation or voluntary dissolution of the
corporation, or similar transaction or event involving the corporation
(a "Transaction"), the Class A shares and the Class C shares shall
share the total consideration from any Transaction ("Transaction
Consideration") as follows:
1. The Class A shareholders shall be allocated "Distribution Units"
equal to the number of Class A shares held by such shareholder at
the effective date of a Transaction;
2. Each Class C shareholder shall be allocated Distribution Units
for each year of continuous qualifying coverage (pro-rated for
periods less than a year) by Midwest Medical Insurance Company
prior to the Transaction as determined by application of and
Board policies which exist from time to time and the allocation
schedule prepared from year to year by the Company for this
purpose, based upon the underwriting risk classifications used by
Midwest Medical Insurance Company, and which shall be
approximately equivalent to the allocation schedule used in
issuance of Class A shares;
<PAGE> 11
3. The total Distribution Units allocated to Class A and Class C
shareholders shall be determined; and
4. Each Class A or class C shareholder shall receive, respectively, a
percentage of the total Transaction Consideration equal to the percentage of the
total Distribution Units represented by the Distribution Units allocated to such
shareholder in subsection 1 or subsection 2 above.
K. The corporation shall have the right to, and shall, redeem any and
all Class C common stock of the corporation held by an individual
physician or jointly held by such physician and his or her medical
practice group or clinic, upon the expiration or termination for any
reason of the professional liability insurance policy issued by
Midwest Medical Insurance Company insuring such physician. The
redemption price shall be $0.00 per share.
L. The Class C shares shall have no par value.
I further certify that, at a duly called and held meeting of the
shareholders held on June 29, 2000, the Amendment to the Articles of
Incorporation referred to in this resolution (granting the Board of Directors
the power to establish classes of stock and designate their rights and
preferences) was adopted by the required vote of the shareholders of the
corporation, thus giving effect to the Directors' Resolution.
IN WITNESS WHEREOF, I have subscribed my name this 29th day of June, 2000.
/s/ DAVID P. BOUNK
-------------------------
David P. Bounk, President
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
JUN 29, 2000
DUP COPY
MARY KIFFMEYER
SECRETARY OF STATE
