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CHARTER
OF
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
Originally Filed March 4, 1918
As Amended September 11, 2000
ARTICLE ONE
This corporation shall be named "Teachers Insurance and Annuity Association of
America."
ARTICLE TWO
The place where the corporation is to be located and have its principal
office for the transaction of business is the City of New York, State of New
York.
ARTICLE THREE
The corporation shall have power to do any and all kinds of business
specified in paragraphs 1, 2 and 3 of Section 46 of the Insurance Law of the
State of New York, being Chapter 882 of the Laws of 1939, as amended, and any
amendments to such paragraphs or provisions in substitution therefor which may
be hereafter adopted, provided the corporation is qualified under such
amendments to do such kinds of business, together with any other kind or kinds
of business to the extent necessarily or properly incidental to the kinds of
insurance business which the corporation is so authorized to do. The corporation
shall also have the general rights, powers and privileges of a corporation, as
the same now or hereafter are declared by the applicable laws of the State of
New York and any and all other rights, powers and privileges now or hereafter
granted by the Insurance Law of the State of New York or any other law or laws
of the State of New York to life insurance companies having power to do the
kinds of business hereinabove referred to. The corporation shall transact its
business exclusively on a non-mutual basis and shall issue only nonparticipating
policies.
ARTICLE FOUR
The corporate powers of the corporation shall be vested in and exercised by
a board of trustees, and by such officers and agents as the board of trustees
may from time to time elect or appoint.
ARTICLE FIVE
Section 1. The board of trustees shall consist of four classes of trustees,
each class to consist of four trustees, and the trustees of one class shall be
elected at the annual election in each year, each to serve for a term of four
years. The term of office of each trustee so elected shall commence at the close
of the meeting of the board of trustees next succeeding such election, and shall
continue until a successor shall take office. A majority of trustees shall be
citizens and residents of the United States, and not less than three trustees
shall be residents of the State of New York. A trustee need not be a
stockholder. The number of trustees shall in no case be less than the minimum
number of incorporators required to organize a life insurance corporation.
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Section 2. The annual meeting of stockholders for the election of trustees
shall be held each year in the month of November on a date and at an hour
specified by notice mailed at least thirty days in advance. Any vacancy in the
board of trustees occurring in an interval between the annual meetings of
stockholders may be filled for the unexpired portion of such trustee's term by
the board of trustees in such manner as the bylaws of the corporation may
provide.
Section 3. The board of trustees shall have power to adopt bylaws providing
for the appointment of an executive committee, not less than three in number, to
exercise all the powers of the trustees in the intervals between meetings of the
board of trustees, and prescribing such other rules and regulations, not
inconsistent with law or this charter, for the conduct of the affairs of the
corporation as may be deemed expedient, and such bylaws may be amended or
repealed by them at pleasure. The board of trustees shall also have all other
powers usually vested in boards of directors of life insurance companies not
inconsistent with law or this charter, and may at any time accept or exercise
any and all additional powers and privileges which may be conferred upon this
corporation, or upon life insurance companies in general. One-third of the
trustees shall constitute a quorum at all meetings of the board.
ARTICLE SIX
The board of trustees, at each annual meeting, shall elect the executive
officers of the corporation as provided in the bylaws. Other officers may be
elected or appointed as provided in the bylaws. One person may hold more than
one office, except that no person shall be both president and secretary. The
chairman and the president shall be members of the board of trustees, but no
other officer need be a trustee.
ARTICLE SEVEN
The capital of the corporation shall be Two Million Five Hundred Thousand
Dollars ($2,500,000) which shall be divided into two thousand five hundred
(2,500) shares of One Thousand Dollars ($1,000) each.
ARTICLE EIGHT
The purpose of the corporation is to aid and strengthen nonprofit colleges,
universities, institutions engaged primarily in education or research,
governments and their agencies and instrumentalities, and other nonprofit
institutions by providing annuities, life insurance, and accident and health
insurance, suited to the needs of such entities, their employees and their
families, on terms as advantageous to the holders and beneficiaries of such
contracts and policies as shall be practicable, and by counseling such entities
and individuals concerning pension plans or other measures of security, all
without profit to the corporation or its stockholders. The corporation may
receive gifts and bequests to aid it in performing such services.
ARTICLE NINE
The fiscal year of the corporation shall commence on the first day of
January and shall end on the thirty-first day of December.
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