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EX-99.1
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a2041879zex-99_1.txt
EXHIBIT 99.1
RESOLUTIONS ADOPTED BY
THE BOARD OF DIRECTORS OF
MODERN WOODMEN OF AMERICA
March 30, 2001
WHEREAS, the Board of Directors of Modern Woodmen of America (the "Society") has
analyzed adding variable annuity contracts to the Society's product portfolio
and has determined it is advisable to so add such contracts; and
WHEREAS, to issue variable annuity contracts, the Society must establish a
separate account pursuant to the insurance laws of the State of Illinois.
NOW, THEREFORE, BE IT RESOLVED, that the Society obtain the required approvals,
authorizations and/or licenses to issue variable annuity contracts in states
where the Society is licensed and approved to transact business; and
FURTHER RESOLVED, that the Board of Directors of the Society hereby establishes
a separate account, pursuant to the provisions of Chapter 215, Section 5/303.1
of the insurance laws of the State of Illinois, designated Modern Woodmen of
America Variable Annuity Account (hereinafter the "Annuity Account"), for the
following use and purposes, and subject to such conditions as hereinafter set
forth; and
FURTHER RESOLVED, that the Annuity Account is established for the purpose of
providing for the issuance by the Society of certain variable annuity contracts
(the "Contracts"), and shall constitute a funding medium to support reserves
under such Contracts issued by the Society; and
FURTHER RESOLVED, that the income, gains and losses, realized or unrealized,
from assets allocated to the Annuity Account shall be credited to or charged
against the Annuity Account, without regard to other income, gains or losses of
the Society; and
FURTHER RESOLVED, that the assets of the Annuity Account equal to the reserves
and other liabilities under the Contracts and any other variable annuity
contracts issued through the Annuity Account may not be charged with liabilities
arising out of any other business the Society may conduct; and
FURTHER RESOLVED, that the Annuity Account shall be divided into investment
subaccounts (the "Subaccounts"), each of which shall invest in the shares of a
mutual fund portfolio, and net payments under the Contracts shall be allocated
among the Subaccounts in accordance with instructions received from the persons
controlling the Contracts; and
FURTHER RESOLVED, that a majority of the Board of Directors be, and hereby is,
authorized to add or remove any Subaccount of the Annuity Account or add or
remove any mutual fund portfolio as may hereafter be deemed necessary or
appropriate; and
FURTHER RESOLVED, that the income, gains and losses, realized or unrealized,
from assets allocated to each Subaccount of the Annuity Account shall be
credited to or charged against such Subaccount of the Annuity Account, without
regard to other income, gains or losses of any other Subaccount of the Annuity
Account; and
FURTHER RESOLVED, that a majority of the Board of Directors be, and hereby is,
authorized to invest such amount or amounts of the Society's cash in the Annuity
Account or in any Subaccount thereof or in any mutual fund portfolio as may be
deemed necessary or appropriate to facilitate the commencement of the Annuity
Account's and/or the mutual fund portfolio's operations and/or to meet any
minimum capital requirements under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
FURTHER RESOLVED, that the President, National Secretary, Treasurer/Investment
Manager and General Counsel (hereafter, the "empowered officers") and each of
them, with full power to act without the others, be, and they hereby are,
severally authorized to transfer cash from time to time from the Society's
general account to the Annuity Account, or from the Annuity Account to the
general account, as deemed necessary or appropriate and consistent with the
terms of the Contracts; and
FURTHER RESOLVED, that the Board of Directors of the Society reserves the right
to change the designation of the Annuity Account hereafter to such other
designation as it may deem necessary or appropriate; and
FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, with such assistance from the Society's independent
certified public accountants, legal counsel and independent consultants or
others as they may require, be, and they hereby are, severally authorized and
directed to take all action necessary to: (a) register the Annuity Account as a
unit investment trust under the 1940 Act; (b) register the Contracts under the
Securities Act of 1933 (the "1933 Act"), and (c) take all other actions that are
necessary in connection with the offering of the Contracts for sale and the
operation of the Annuity Account in order to comply with the 1940 Act, the 1933
Act, the Securities Exchange Act of 1934 and other applicable federal laws,
including the filing of any registration statements, any undertakings, no-action
requests, consents, applications for exemptions from the 1940 Act or other
applicable federal laws, and any amendments to the foregoing as the empowered
officers of the Society shall deem necessary and appropriate; and
FURTHER RESOLVED, that the empowered officers, and each of them, with full power
to act without the others, are severally authorized to prepare, execute and
cause to be filed with the Securities and Exchange Commission on behalf of the
Annuity Account, and by the Society as sponsor and depositor, a Notification of
Registration on Form N-8A, a registration statement on Form N-4 registering the
Annuity Account under the 1940 Act and registering the Contracts under the 1933
Act, and any and all amendments to the foregoing on behalf of the Annuity
Account and the Society and on behalf of and as attorneys-in-fact for the
empowered officers and/or any other officer of the Society; and
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FURTHER RESOLVED, that C. Ernest Beane, General Counsel (and any successor to
such position), is duly appointed as agent for service under any such
registration statement, duly authorized to receive communications and notices
from the Securities and Exchange Commission with respect thereto; and
FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, are severally authorized on behalf of the Annuity
Account and on behalf of the Society to take any and all such action that each
of them may deem necessary or advisable in order to offer and sell the
Contracts, including any registrations, filings and qualifications both of the
Society, its officers, agents and employees, and of the Contracts, under the
insurance and securities laws of any of the states of the United States of
America or other jurisdictions, and in connection therewith to prepare, execute,
deliver and file all such applications, requests, undertakings, reports,
covenants, resolutions, applications for exemptions, consents to service of
process and other papers and instruments as may be required under such laws, and
to take any and all further action which such officers or legal counsel of the
Society may deem necessary or desirable (including entering into whatever
agreements and contracts may be necessary) in order to maintain such
registrations or qualifications for as long as the officers or legal counsel
deem it to be in the best interests of the Annuity Account and the Society; and
FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, be, and they hereby are, severally authorized in the
names and on behalf of the Annuity Account and the Society: (a) to execute and
file irrevocable written consents on the part of the Annuity Account and of the
Society to be used in such states wherein such consents to service of process
may be required under the insurance or securities laws therein in connection
with the registration or qualification of the Contracts; and (b) to appoint the
appropriate state official, or such other person as may be allowed by insurance
or securities laws, agent of the Annuity Account and of the Society for the
purpose of receiving and accepting process; and
FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, be, and hereby are, severally authorized to establish
procedures under which the Society will provide voting rights for persons
controlling the Contracts with respect to securities owned by the Annuity
Account; and
FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, are hereby severally authorized to execute such
agreement or agreements as deemed necessary and appropriate (a) with a qualified
entity under which such entity will be appointed principal underwriter and
distributor for the Contracts, (b) with one or more qualified entities to
provide administrative services in connection with
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the establishment and maintenance of the Annuity Account and the administration
of the Contracts, and (c) with the designated mutual fund portfolios and/or the
principal underwriter and distributor of such mutual fund portfolios for the
purchase and redemption of portfolio shares; and
FURTHER RESOLVED, that the empowered officers and each of them, with full power
to act without the others, are hereby severally authorized to execute and
deliver such agreements and other documents and do such acts and things as each
of them may deem necessary or desirable to carry out the foregoing resolutions
and the intent and purposes thereof.
The foregoing Resolutions were approved by the Board of Directors of Modern
Woodmen of America on March 30, 2001.
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