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Articles of Incorporation |
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2002 |
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File Number 5367-825-4
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO WITH AN EAGLE]
To all to whom these presents shall come Greeting:
WHEREAS, ARTICLES OF INCORPORATION OF UNITED TRUST, INC. INCORPORATED UNDER
THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY
OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY
1, A.D. 1984.
Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois at the City of Springfield, this 14th day of
December A.D. 1984 and of the Independence of the United States the two
hundred and 9th. (SEAL)
/s/ Jim Edgar
SECRETARY OF STATE
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
ARTICLES OF INCORPORATION
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE The name of the corporation is United Trust, Inc.
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent Richard Evan Hart
First Name Middle Name Last Name
Registered Office 800 Illinois Building, 6th and Adams Streets
Number Street Suite # (A P.O. Box alone is not acceptable)
Springfield 62701 Sangamon
City Zip Code County
ARTICLE THREE The purpose or purposes for which the corporation is organized
are:
The transaction of any and all lawful businesses for which corporations may
be incorporated under the Business Corporation Act of Illinois, including but
not limited to the purchase and acquisition of other companies which are engaged
in the fields of insurance and finance and the conduct of the business of the
companies so acquired in accordance with the Insurance Laws of the State of
Illinois and the organization and control of a life insurance subsidiary or
subsidiaries in accordance with the Insurance Laws of the State of Illinois.
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
Class *Par Value per share Number of shares authorized
Common No par value 10,000,000
Preferred $2.00 1,500,000
Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the
shares of each class are:
If not sufficient space to cover this point, add one or more
sheets of this size.
See attached Exhibit "A"
ARTICLE FIVE The number of shares to be issued initially, and the consideration
to be received by the corporation therefor, are:
*Par Value Number of shares Consideration to be
Class per share proposed to be issued received therefor
Common No par value 4,825,000 $193,000.00
TOTAL $193,000.00
*A declaration as to a "par value" is optional. This space may be marked "n/a"
when no reference to a par value is desired.
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of
directors of the corporation is ____________, and the names and
addresses of the persons who are to serve as directors until the first
annual meeting of shareholders or until their successors be elected
and qualify are:
Name Residential Address
ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all property to be owned by
the corporation for the following year wherever located will be:
$
(b) It is estimated that the value of the property to be located
within the State of Illinois during the following year will be: $
(c) It is estimated that the gross amount of business which will
be transacted by the corporation during the following year will
be: $
(d) It is estimated that the gross amount of business which will
be transacted from places of business in the State of Illinois
during the following year will be: $
ARTICLE EIGHT OTHER PROVISIONS
Attach a separate sheet of this size for any other provision to
be included in the Articles of Incorporation, e.g., authorizing
pre-emptive rights; denying cumulative voting; regulating internal
affairs; voting majority requirements; fixing a duration other than
perpetual; etc.
NAME & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated 12-12 , 1984
Signatures and Names Post Office Address
1. /s/ Larry E. Ryherd 1. 1703 Seven Pines Road
Signature Street
Larry E. Ryherd Springfield, Illinois 62704
Name (please print) City/Town State Zip
2. 2.
Signature Street
Name (please print) City/Town State Zip
3. 3.
Signature Street
Name (please print) City/Town State Zip
(Signatures must be in ink on original document. Carbon copy, xerox or rubber
stamp signatures may only be used on conformed copies)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or as Assistant Secretary.
EXHIBIT "A"
ARTICLES OF INCORPORATION
UNITED TRUST, INC.
ARTICLE FOUR
Paragraph 2
Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
Common Stock, without par value
("Common Stock")
The holders of shares of Common Stock shall have such rights as are
provided by law and shall be entitled to one vote for each such share held by
them; subject, however, to the applicable express terms of the Preferred Stock.
9% Noncumulative, Convertible Preferred Stock
par value $2.00 per share
("Preferred Stock")
(a) Dividends. The holders of the Preferred Stock shall be entitled to
receive, if, when and as declared by the Board of Directors of the
Corporation out of funds legally available therefor, cash dividends
upon each share held at the rate of, but not exceeding, 9% of the par
value thereof for each fiscal year of the Corporation in preference to
and in priority over dividends (other than stock dividends) on all
other classes of stock of the Corporation. Such dividends on the
Preferred Stock shall be noncumulative from the date upon which such
shares of Preferred Stock were originally issued.
(b) Voting Rights. Cumulative voting rights of all shareholders shall be
eliminated in all circumstances. The Preferred Stock shall be
nonvoting, except as required by law.
(b) Liquidation. In the event of any liquidation, dissolution or winding
up of the affairs of the Corporation, the holders of the Preferred
Stock shall be entitled to receive out of the assets of the
Corporation, whether from capital, surplus or earnings, and before any
distribution shall be made to the holders of any other class of stock
of the Corporation, the sum of Ten Dollars ($10.00) for each such
share of Preferred Stock so held, together with an amount equal to any
unpaid dividends, accumulated or accrued thereon to the date of
dissolution, which have been earned and declared, but without
interest, and no more. In case the net assets of the Corporation
legally available therefor are insufficient to permit the payment upon
all outstanding shares of Preferred Stock to the full preferential
amount to which they are respectively entitled, then such net assets
shall be distributed ratably to all outstanding shares of Preferred
Stock in proportion to the full preferential amount to which each
share is entitled. After payment to holders of Preferred Stock of the
full preferential amounts as aforesaid, holders of the Preferred Stock
as such shall have no right or claim to any of the remaining assets of
the Corporation.
Consolidation or merger of the Corporation with or into any other
corporation, or the sale of all or substantially all of its assets, shall not be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this paragraph (c).
(c) Conversion. The Preferred Stock may, at the option of the holder
thereof, be converted into shares of Common Stock, without par value,
of the Corporation upon the following terms:
(1) Each holder of the Preferred Stock may so convert said Preferred
Stock within a period of six (6) months following the termination
of the initial public offering of securities of the Corporation,
such time period for conversion being referred to herein as the
"Conversion Period." The Corporation, at its option expressed by
resolution of its Board of Directors, may extend the Conversion
Period as the Board in its discretion may deem advisable.
(2) Any holder of any shares of Preferred Stock desiring to convert
said shares as herein provided, shall, during said Conversion
Period, deliver, duly endorsed in blank, the certificate or
certificates representing the shares to be converted to the
Secretary of the Corporation at the Corporation's home office,
and at the same time notify the Secretary in writing over his
signature that he desires to convert his shares into shares of
Common Stock, without par value, of the Corporation pursuant to
these provisions.
(3) Upon receipt by the Secretary of a certificate or certificates
representing shares of Preferred Stock of the Corporation and a
notice that the holder thereof desires to convert the same, the
Corporation shall forthwith cause to be issued to the holders of
the Preferred Stock surrendering same, two (2) shares of Common
Stock, without par value, of the Corporation for each share of
Preferred Stock surrendered, or if the corporation has had a two
for one stock split of the Common Shares outstanding prior to any
Preferred Stock being surrendered for conversion the Corporation
shall forthwith cause to be issued to the holders of such
Preferred Stock surrendering same, four (4) shares of Common
Stock without par value, of the corporation for each share of
Preferred Stock surrendered, and shall deliver to such holder a
certificate in due form for such shares of Common Stock without
par value.
(4) Shares of Preferred Stock converted hereunder shall revert to the
status of unissued shares and shall not be reissued.
(5) The Corporation shall set aside and reserve a sufficient number
of shares of Common Stock, without par value, to be issued in the
event holders of the Preferred Stock exercise their conversion
rights.
(d) Redemption. The Corporation at its option expressed by resolution of
its Board of Directors, may call and redeem all or from time to time
any part of the shares of Preferred Stock not converted by the end of
the Conversion Period, by payment of the call and redemption price of
$10.00 per share.
Notice of each such redemption of shares of Preferred Stock shall be given
by the Corporation by mailing by certified mail, postage prepaid, a copy thereof
at least thirty (30) days prior to the redemption date to the holders of record
of Preferred Stock so to be redeemed at their respective addresses then
appearing on the books of the Corporation. If less than all of the outstanding
shares of Preferred Stock are to be redeemed, the shares to be redeemed shall be
chosen by lot or pro rata, as the Board of Directors may determine.
All shares of Preferred Stock which shall have been redeemed shall be
retired and not reissued.
(e) Pre-Emptive Rights. No shareholder of this Corporation shall have any
pre-emptive or preferential right to purchase or subscribe to any
shares of any class of this Corporation, now or hereafter to be
authorized, or any notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchase shares of
any class, now, or hereafter to be authorized, whether or not the
issue of any such notes, debentures, bonds or other securities, would
adversely affect the dividend or voting rights of such shareholder,
other than such rights, if any, as the Board of Directors in its
discretion from time to time may grant, and at such price as the Board
of Directors in its discretion may fix; and the Board of Directors may
issue shares of any class of this Corporation, or any notes,
debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of any class, without offering
any such shares or securities, either in whole or in part, to the
existing shareholders of any class.
(g) Transfer Limitations. The promoters or organizers of the Corporation
may not sell any of their shares of the corporation (1) until
$1,000,000 of annual premium income has been attained by a corporation
yet to be formed which will be a wholly owned subsidiary of the
corporation, whose purpose will be to sell life insurance, and (2)
until one year after the release of their shares from escrow.
File Number 5367-825-4
STATE OF ILLINOIIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO WITH AN EAGLE]
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
UNITED TRUST, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this
20th day of November A.D. 1987 and of the Independence of the United
States the two hundred and 12th.
(SEAL)
/s/ Jim Edgar
SECRETARY OF STATE
File Number 5367-825-4
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is United Trust, Inc.
(Note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was adopted
on September 1, 1987 in the manner indicated below. ("X" one box only.)
|_| By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
|X| By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
|_| By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors have been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
---------------------------------------------------------------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
Page 2
Resolution
Resolved, that the Articles of Incorporation be amended so
that the aggregate number of shares of common stock the
Corporation is authorized to issue is increased from 10,000,000
to 20,000,000.
Page 3
ARTICLE THREE The manner in which any exchange, reclassification or cancellation
of issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment, is as follows: (If not applicable, insert "No
change")
No Change
ARTICLE FOUR (a) The manner in which said amendment effects a change in the
amount of paid-in capital (Paid-in capital replaces the terms Stated
Capital and Paid in Surplus and is equal to the total of these accounts) is
as follows: (If not applicable, insert "No change")
No Change
(b) The amount of paid-in capital (Paid in Capital replaces the
terms Stated Capital and Pain in Surplus and is equal to the
total of these accounts) as changed by this amendment is as
follows: (If not applicable, insert "No change")
No Change
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either Item 1 or 2 below)
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury,
that the facts stated herein are true.
Dated November 20th, 1987 United Trust, Inc.
(Exact Name of Corporation)
attested by /s/ Thomas F. Morrow by /s/ Larry E. Ryherd
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
Thomas F. Morrow, Secretary Larry E. Ryherd, President
(Type or Print Name and Title) (Type or Print Name and Title)
(2) If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated __________________, 19 ______
--------------------------------- ------------------------------
--------------------------------- ------------------------------
--------------------------------- ------------------------------
--------------------------------- ------------------------------
Page 4
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected. (ss.
10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
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