EX-3.1 3 d13496exv3w1.txt RESTATED AND AMENDED ARTICLES OF INCORPORATION EXHIBIT 3.1 RESTATED AND AMENDED ARTICLES OF INCORPORATION OF CITIZENS, INC. Citizens, Inc., a Colorado corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Colorado Business Corporation Act, hereby certifies to the Secretary of State of Colorado that: FIRST: The Corporation desires to restate and amend its Articles of Incorporation as currently in effect as hereinafter provided. SECOND: The provisions set forth in these Restated and Amended Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. These Restated and Amended Articles of Incorporation correctly set forth the provisions of the Articles of Incorporation, as amended, of the Corporation. THIRD: The Articles of Incorporation of the Corporation are hereby amended and restated by striking in their entirety all previous articles, and by substituting in lieu thereof the following: ARTICLE I Name The name of the corporation is Citizens, Inc. ARTICLE II Purpose The objects and purposes for which this Corporation is formed and incorporated are: To purchase, hold, pledge, transfer, sell, or otherwise dispose of or deal in, the shares of the capital stock, bonds, debentures, notes or other securities or evidences of indebtedness of any corporation; to receive, collect and dispose of dividends, interest or other income on any such securities held by it; and do any and all acts and things tending to increase the value of said corporation; to issue bonds and secure the same by pledge or deed of trust of or upon any part of such securities or other property held or owned by the Corporation and to sell or pledge such bonds for proper corporate purposes and in the promotion of its corporate business; to purchase, receive, hold and dispose of any securities of any person or corporation, whether such securities shall be bonds, mortgages, debentures, notes, shares of capital stock or otherwise, and in respect to any such securities, to exercise any and all rights and privileges of ownership thereof; to borrow and lend money and negotiate loans; to know, accept, endorse, buy and sell promissory notes, bonds, stocks, debentures, coupons and other securities; to issue, subscribe for, take, acquire, hold, sell, exchange and deal in shares, stocks, bonds, obligations, and securities of any government, authority, or company; to form, promote, subsidize and assist companies, syndicates or partnerships of all kinds, and to finance and refinance the same. To engage in any lawful act or activity for which corporations may be organized under the Colorado Business Corporation Act. ARTICLE III SHARES The total number of shares of all classes which the Corporation has authority to issue is 127,000,000 of which 102,000,000 shares shall be Common Stock, and 25,000,000 shares shall be Preferred Stock. The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications, and terms and conditions of redemption of the shares of each class of stock are as follows: COMMON STOCK Subject to all of the rights of the Preferred Stock as expressly provided herein, by law or by the Board of Directors pursuant to this Article, the common stock is divided into two (2) classes as follows: A. 100,000,000 shares of Class A Common Stock of no par value per share; and B. 2,000,000 shares of Class B Common Stock of no par value per share. Cumulative voting shall be denied as to each class of common stock and no shareholder of either class shall have any pre-emptive right to acquire any share of stock to be issued by the Corporation. The Common Stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges in these Articles of Incorporation. The Class A Common Stock and the Class B Common Stock shall be equal in all respects, except that: 1. The cash dividends paid upon each share of Class A Common Stock shall be twice the cash dividends paid on each share of Class B Common Stock. 2. The holders of the Class B Common Stock shall have the exclusive right to elect a simple majority of the members of the Board of Directors of the Corporation; and the holders of Class A Common Stock shall have the exclusive right to elect the remaining Directors. PREFERRED STOCK The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The description of shares of each series of Preferred Stock, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications, and terms and conditions of redemption shall be as set forth in resolutions adopted by the Board of Directors and in Articles of Amendment to State Terms of Series Shares filed as required by law from time to time prior to the issuance of any shares of such series. The Board of Directors is expressly authorized, prior to issuance, by adopting resolutions providing for the issuance of, or providing for a change in the number of, shares of any particular series of Preferred Stock and, if and to the extent from time to time required by law, by filing Articles of Amendment to State Terms of Series Shares to set or change the number of shares to be included in each series of Preferred Stock and to set or change in any one or more respects the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms and conditions of redemption relating to the shares of each such series. Notwithstanding the foregoing, the Board of Directors shall not be authorized to change the right of the Common Stock of the Corporation to vote one vote per share on all matters submitted for stockholder action. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following: (a) the distinctive serial designation of such series and the number of shares constituting such series (provided that the aggregate number of shares constituting all series of Preferred Stock shall not exceed 25,000,000); (b) the annual distribution rate on shares of such series, whether distributions shall be cumulative and, if so, from which date or dates; (c) whether the shares of such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon and after which such shares shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (d) the obligation, if any, of the Corporation to redeem or repurchase shares of such series pursuant to a sinking fund; (e) whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any; (f) whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (g) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and (h) any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series which may be authorized or permitted under the Colorado Business Corporation Act. The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative. ARTICLE IV Duration The term of existence of the Corporation shall be perpetual. ARTICLE V Directors The business and affairs of the Corporation shall be under the control and management of a Board of Directors consisting of not less than five (5) members and not more than fifteen (15) members, the number to be fixed by the by-laws of the Corporation. ARTICLE VI No Pre-emptive Rights Shareholders shall not have a pre-emptive right to subscribe for additional shares of the Corporation issued from time to time by the Corporation. ARTICLE VII Bylaws The Board of Directors shall have power to enact, alter, amend and repeal the by-laws of the Corporation not inconsistent with the laws of the State of Colorado and these Articles of Incorporation as it may deem best for the management of the Corporation. ARTICLE VIII Elimination of Personal Liability of a Director No director shall be liable to the Corporation or any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director (a) shall be liable under C.R.S. Section 7-5-114 or any amendment thereto or successor provision thereto; (b) shall have breached the director's duty of loyalty to the Corporation or its. shareholders; (c) shall not have acted in good faith or, in failing to act shall not have acted in good faith; (d) shall have acted or failed to act in a manner involving intentional misconduct or a knowing violation of law; or (e) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article, nor the adoption of any provision in the Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect to any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision. This Article shall apply to the full extent now permitted by Colorado law or as may be permitted in the future by changes or enactments in Colorado law, including without limitation C.R.S. Section 7-2-102 and/or C.R.S. Section 7-3-101. ARTICLE IX Voting Requirements When, with respect to any action to be taken by shareholders of the Corporation, the Colorado Corporation Code requires the affirmative vote of the holders of two-thirds of the outstanding shares entitled to vote thereon, or of any class or series, such action may be taken by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote on such action, unless any class of shares is entitled to vote thereon as a class, in which event the proposed action may be taken upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon. ARTICLE X Incorporators The name and address of each incorporator is:
NAME ADDRESS ---- ------- Dr. Bruce Holman 3401 East Kentucky Avenue Denver, Colorado 80209 Stanford E. Ernest 3280 Dartmouth Avenue Boulder, Colorado 80302 Max P. Osborn 2445 Vance Lakewood, Colorado 80215 Howard M. Jeffries 7720 South Race Littleton, Colorado 80122 George A. Powell 6601 South Marion Court Littleton, Colorado 80121 Thomas J. Murphy 3361 South Ulster Court Denver, Colorado 80321 James F. Martin 1216 Pierce, No. A-13 Lakewood, Colorado 80215
FOURTH: By resolution of the Board of Directors of the Corporation at a duly called meeting on January 9, 2004, the Board of Directors approved these Restated and Amended Articles of Incorporation and advised to the stockholders of the Corporation the same, and by vote of the stockholders of the Corporation at a duly called meeting on March 4, 2004, the stockholders duly approved these Restated and Amended Articles of Incorporation in compliance with the CBCA. FIFTH: The number of votes cast for the amendments contained in these Restated and Amended Articles of Incorporation by each voting group entitled to vote separately on the amendments was sufficient for approval by that voting group. The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing and to which the Secretary of State may deliver notice if filing of this document is refused, are: David A. Thayer, Esq., Jones & Keller, P.C., 1625 Broadway, Suite 1600