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ARTICLES OF INCORPORATION
EXHIBIT (6)(a)
ARTICLES OF INCORPORATION
IOWA No. 81507
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
June 30, 1976
NN INVESTORS LIFE INSURANCE COMPANY, INC.
Cedar Rapids, Iowa
has filed new articles of incorporation in this office and is hereby authorized
to transact business as a corporation from June 30, 1976, perpetually, under
the provisions of Chapters 491, 515, 508 and 270, 1973 Code of Iowa, Acts of the
1973 Regular Session,
[SEAL OF STATE OF IOWA 65th General Assembly of Iowa. (New articles of
SECRETARY OF STATE] incorporation in Iowa for purposes of Domiciliary
relocation Under Chapter 270 Acts of 1973 Regular
Session 65th General Assembly, Corporation
originally incorporation Fees Paid:
April 19, 1961 in Wisconsin.
Filing ... $5,591.50
Recording .$ 2.50
^^ILLEGIBLE^^
-------------------------------------------------
SECRETARY OF STATE
BY
------------------------------------------------
DEPUTY
QUALIFICATION ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF
CHAPTER 508.12 OF THE 1975 CODE OF IOWA
OF
NN INVESTORS LIFE INSURANCE COMPANY, INC.
ARTICLE I
---------
NAME
The name of this corporation is NN Investors Life Insurance Company,
Inc. The corporation was incorporated under the laws of the State of Wisconsin
on April 19, 1961, but pursuant to Chapter 508.12 of the 1975 Code of Iowa, the
corporation will become a corporation organized for pecuniary profit under
Chapter 491 of the Iowa Code effective June 30, 1976.
ARTICLE II
----------
PLACE OF BUSINESS
The location of the corporation's principal place of business and
resident office is the Life Investors Building, 4333 Edgewood Road NE, Cedar
Rapids, Linn County, Iowa.
ARTICLE III
-----------
OBJECTS AND POWERS
The objects and powers of this corporation shall be:
1. To insure the lives of individuals on the level premium or level
reserve plans; to grant, purchase and dispose of annuities (including variable
annuities), receive and execute trusts, including the power to hold in trust the
proceeds of any life insurance policy issued by it; to insure either
individually, or on the group or franchise plan the health of persons and
against personal injuries, disablement, or death, resulting from accident; and
to reinsure any part of said risks. To have all the powers conferred by the laws
of the State of Iowa upon corporations organized for the purposes of insuring
the lives of individuals, and to issue all such forms of insurance contracts as
pertain to or may be connected with the business of life insurance as it now is
or may be hereafter carried on in the United States.
2. To have the right to buy, hold, sell, and convey personal
property and such real estate as may be necessary or convenient for the proper
conduct of the affairs of the corporation, or as may be permitted by law.
3. To have all the powers conferred by law on a life insurance
company organized for the purposes above set forth; and in connection therewith
to have all powers conferred by law on all corporations organized and doing
business under and by authority of Chapters 491, 506, 507, 508, 509, 511 and 515
of the Code of Iowa, 1958.
4. To organize an investment company or companies within the meaning
of Section 508.33, Code of Iowa, as now or hereafter amended, and to own stock
in such investment company.
ARTICLE IV
----------
CAPITAL STOCK
The authorized capital stock of the Company shall be Five Million
Dollars ($5,000,000.00) divided into Five Hundred Thousand (500,000) shares of
Common Stock of a Par Value of Ten Dollars ($10.00) each. All stock issued by
the corporation shall be Common Stock. All stock shall be issued for cash or
-1-
property as provided by law and when issued shall be fully paid and non-
assessable and shall be issued at such times and in such amounts as the Board of
Directors of the corporation may from time to time determine, subject to such
approval of the Insurance Commissioner as may be required by law. One Hundred
Ten Thousand (110,000) shares of the Common Stock shall be the initial issued
and outstanding shares of the Company.
ARTICLE V
---------
CORPORATE PERIOD
The corporate period of this corporation is perpetual, and shall
continue to be, unless sooner dissolved by a majority vote of the stockholders
at any annual meeting or a special meeting called for that purpose or by
unanimous consent as by law provided.
ARTICLE VI
----------
DIRECTORS AND OFFICERS
The affairs of this corporation shall be managed by a Board of
Directors of not less than five (5) nor more than ten (10).
The Directors shall elect a Chairman of the Board, a President, one or
more Vice Presidents, a Secretary, a Treasurer and such other officers,
including an Executive Committee, with authority to act for the Board, as they
see fit or as may be provided for by the By-Laws of the corporation. The term of
such officers shall be for one (1) year.
The Directors who now constitute the Board and who will continue to
serve until the next annual stockholders' meeting are: Ronald L.
Jensen, Donald E. Flynn, Harvey L. Clark, Theron P. Thomsen, Neal A.
Farmer, William L. Busler, and Delbert L. Brehmer, all of Cedar
Rapids, Iowa and Leo C. Barry and Robert W. Warner of Marion, Iowa.
The number of Directors shall be fixed by the By-Laws. Directors and
officers shall serve until their successors have been elected and qualified. The
Board of Directors shall have the authority to fill all vacancies for the
unexpired portion of a term.
The stock of the Company shall be entitled to one vote per share. In
all elections for Directors, every shareholder shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected or to cumulate said votes, and give one
candidate as many votes as the number of Directors multiplied by the number of
his cumulative votes shall equal or to distribute them on the same principle
among the number of candidates he shall think fit.
ARTICLE VII
-----------
ANNUAL AND SPECIAL MEETINGS
The annual meeting of this corporation shall be held on the last
Thursday of April of each calendar year at Ten O'clock (10:00) A.M. The meeting
shall be at the office of the corporation unless otherwise specified by the
Board of Directors. No notice of said meeting shall required if held at the
corporation's office, but if held elsewhere, or in the event of a special
meeting, a notice shall be mailed to each stockholder by regular mail at least
ten (10) days prior to the date of such meeting, addressed to the last address
of the stockholder as it appears on the stock books of the corporation, on a day
to be fixed by the Board of Directors, which shall not be more than thirty (30)
days prior to the meeting date. Five percent (5%) of the number of shares of
outstanding stock, represented personally or by proxy shall constitute a quorum.
In the event a quorum is not present when the meeting is called, the meeting
shall be adjourned from day to day, until a quorum is achieved.
-2-
ARTICLE VIII
------------
PROXIES
No proxy shall be valid for more than sixty (60) days from the date of
its execution, and shall not be valid more than thirty (30) days after the
meeting for which it is executed. It may be revoked at any time by the
stockholder who executed it.
Corporate shareholders may vote through a properly designated
representative or through a properly executed proxy. All proxies must be filed
with the Secretary at least one (1) day prior to an election or meeting at which
they are to be used or for such additional time as may be provided by the By-
Laws.
ARTICLE IX
----------
CORPORATE INSTRUMENTS - SEAL
All instruments executed by the corporation which are required to be
acknowledged and which affect an interest in real estate, shall be executed by
the President or any Vice President and attested by the Secretary or Assistant
Secretary, and all other instruments executed by the corporation, including any
releases, mortgages or liens, may be executed by the President or any Vice
President, or the Secretary or the Treasurer or any Assistant Secretary or
Assistant Treasurer. Notwithstanding any of the foregoing provisions, any
written instrument may be executed by any officer or officers, agent or agents
or other person or persons specifically designated by resolution of the Board of
Directors of this corporation. The corporation shall have a corporate seal which
shall bear the words, "NN Investors Life Insurance Company, Inc." around the
edge, with the words, "Corporate Seal" in the middle.
ARTICLE X
---------
STOCKHOLDERS' LIABILITY
The private property of the shareholders of this corporation shall be
exempt from corporate liabilities, and this Article shall not be amended.
ARTICLE XI
----------
BY-LAWS
The Board of Directors, at any regular or special meeting, is
authorized to adopt, alter, amend or repeal By-Laws and to adopt new By-Laws not
inconsistent with the law or these Articles of Incorporation, by an affirmative
vote of a majority of the membership of the Board as distinguished from a
majority of a quorum.
The stockholders of the corporation may at any regular or special
meeting called for the purpose, repeal, alter, or amend any existing By-Laws
made by the Board of Directors, or adopt such By-Laws as they deem appropriate
by a majority vote.
ARTICLE XII
-----------
AMENDMENTS
Subject to the approval of the Insurance Commissioner of the State
of Iowa, these Articles, except Article X, may be amended at any annual meeting
of the shareholders or at any special meeting thereof called for that purpose,
and such amendment shall be made by the affirmative vote of a majority of the
shares of Common Stock in attendance at said meeting, in person or by proxy,
provided, however, that a quorum is present at said meeting. For the purpose of
this Article, as well as all other Articles of these Articles of Incorporation,
a quorum
-3-
is hereby established to be the stockholders in person or by proxy representing
five percent (5%) of the issued and outstanding stock of the corporation. At any
meeting of the stockholders to consider and act upon any proposed amendment to
the Articles of Incorporation, the stockholders may adopt any modification or
revision thereof proposed at said meeting.
ARTICLE XIII
------------
LIABILITY OF OFFICERS AND DIRECTORS
Each Director and Officer of this corporation, and his heirs,
executors and administrators, shall be and are hereby indemnified by the
corporation against personal liability arising out of judgments, decrees,
demands and claims of every name, nature and description whatsoever, together
with related expenses (including attorneys' fees), including payments in
compromise and related expenses (including attorneys' fees), in settling cases,
reasonably incurred by him in connection with any claim, action, suit or
proceeding made or instituted by or on behalf of any person, firm or
corporation, against him by reason of his being or having been a Director or
Officers of this corporation, except as to which: 1) he shall have been adjudged
in any such action, suit or proceeding to have been derelict in the performance
of his duty as such Director or Officer, or 2) in the event no adjudication
shall have been made in any action, suit or proceeding with respect to the
presence or absence of such dereliction, he shall be adjudged by the Board of
Directors to have been derelict in the performance of his duties as such
Director or Officer; provided, however, that in the event the liability and
expenses against which indemnification is hereby granted shall be incurred by
more than one Director, then, if the Directors who shall have not incurred such
liability and expenses shall not constitute a majority of the Directors, such an
adjudication may be made by the stockholders of the corporation holding a
majority of the voting stock of the corporation outstanding and entitled to
vote.
Without limiting or affecting the scope of the foregoing obligation to
indemnify said Officers and Directors, each Officer and Director shall be fully
indemnified and protected by this corporation in any action or omission to act
taken in good faith in accordance with the advice, recommendation or opinion of
the attorneys for this corporation or the accountants employed from time to time
to supervise or audit the books and accounts of this corporation. The foregoing
right of indemnification shall not be exclusive of other rights to which each
such person may be entitled by law, and shall be available whether or not the
Director or Officer shall be a Director or Officer at the time of incurring such
expense and liability.
ARTICLE XIV
-----------
PROPORTIONATE REPRESENTATION
The holder or holders, jointly or severally, of not less than one-
fifth but less than a majority of the shares of the capital stock of the
corporation shall be entitled to nominate Directors as provided in Section
523.5, Code of Iowa.
The foregoing Qualification Articles of Incorporation (which in effect
also serve to amend the existing Articles of Incorporation) were adopted by the
shareholders of the corporation on June 28, 1976. There were 33 shares of
outstanding capital stock entitled to vote on the adoption or rejection of these
Qualification Articles of Incorporation and all 33 shares voted in favor of
same.
-4-
Simultaneously with the effective date of these Qualification Articles
of Incorporation (June 30, 1976) the corporation shall cancel the existing 33
shares of Conmon Stock, $50,000 par value, which are currently outstanding and
shall immediately issue in lieu thereof 110,000 shares of Common Stock, $10 par
value, which stock, when issued, shall represent the initial outstanding capital
stock of the corporation.
Dated this 29th day of June, 1976.
NN INVESTORS LIFE INSURANCE COMPANY, INC.
BY /s/ Ronald L. Jensen
----------------------------------
Ronald L. Jensen, President
ATTEST:
/s/ Harvey L. clark
------------------------------
Harvey L. Clark, Secretary
STATE OF IOWA )
) ss.
COUNTY OF LINN )
Subscribed and sworn to before me by Ronald L. Jensen and Harvey L.
Clark this 29th day of June, 1976.
/s/ Judy K. Neve
-----------------------------------------
Judy K. Neve, Notary Public in and
for the State of Iowa
My Commission Expires: September 30, 1976
Approved
William D. Hagen
Assistant Attorney General
June 29, 1976
-5-
ARTICLES OF AMENDMENT TO THE
QUALIFICATION ARTICLES OF INCORPORATION OF
NN INVESTORS LIFE INSURANCE COMPANY, INC.
(1) The name of the Corporation is NN Investors Life Insurance
Company, Inc. The Corporation was originally incorporated under the laws of
the State of Wisconsin on April 19, 1961, but pursuant to Chapter 508.12 of
the 1975 Code of Iowa, the Corporation become a corporation organized for
pecuniary profit under Chapter 491 of the Iowa Code effective June 20,
1976.
(2) The first sentence of Article VI of the Qualification Articles of
Incorporation of NN Investors Life Insurance Company, Inc., be and it
hereby is amended to read as follows:
"The affairs of this Corporation shall be managed by a Board of
Directors of not less than five (5) nor more than twelve (12)".
(3) The foregoing Amendment to said Articles of Incorporation was
adopted by the stockholders at a special stockholders' meeting held on
January 24, 1984.
(4) There were 100,000 shares of stock outstanding and entitled to
vote thereon, and all such shares were voted in favor of the foregoing
Amendment to said Articles of Incorporation.
(5) The foregoing Amendment shall become effective on June 20, 1984.
Dated this 18th day of May, 1984.
NN INVESTORS LIFE INSURANCE COMPANY, INC.
By: /s/ Robert D. Ray
-------------------------------------
Robert D. Ray, Chairman of the Board
and President
By: /s/ George R. Lambert
-------------------------------------
George R. Lambert, Secretary
State of Iowa )
) SS
County of Linn )
On this 18th day of May, 1984, before me, a Notary Public in and for
said County and State, personally appeared Robert D. Ray and George R. Lambert,
to me personally known, who being duly sworn did say that they are the Chairman
of the Board and President and Secretary of NN Investors Life Insurance
Company, Inc., respectively, that the seal affixed to said instrument is the
seal of said Company by authority of the Board of Directors and the said Robert
D. Ray and George R. Lambert acknowledged the execution of said instrument to be
the voluntary act and deed of said Company by them voluntarily executed.
/s/ LuAnn Roby
------------------------------------
LuAnn Roby, Notary Public in and for
said County and State.
My Commission expires September 8, 1985.
CERTIFICATE OF APPROVAL
The foregoing Articles of Amendment to the Qualification Articles of
Incorporation of NN Investors Life Insurance Company, Inc. are approved as being
in accordance with Title XX of the Iowa Code, the laws of the United States, and
the Constitution and laws of the state.
Dated this 13th day of June, 1984.
---- ---- ----
THOMAS J. MILLER
Attorney General
/s/ Fred M. Haskins
--------------------
BY: FRED M. HASKINS
Assistant Attorney General
ARTICLES OF AMENDMENT
TO THE QUALIFICATION ARTICLES OF INCORPORATION
OF
NN INVESTORS LIFE INSURANCE COMPANY, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to Section 1006 of the Iowa Business Corporation Act, the
undersigned corporation adopts the following amendment to the Corporation's
Qualification Articles of Incorporation.
1. The name of the corporation is NN Investors Life Insurance Company, Inc.
2. The first sentence of Article I is amended to read as follows:
"The name of the corporation is PFL Life Insurance Company."
3. The date of adoption of the amendment was April 26, 1990.
4. The amendment was approved by the sole shareholder. The designation, number
of outstanding shares, number of votes entitled to be cast by each voting group
entitled to vote separately on the amendment, and the number of votes of each
voting group indisputably represented at the meeting is as follows:
Votes Entitled Votes
Designation Shares To Be Cast On Represented
of Group Outstanding Amendment At Meeting
Sole 266,000 266,000 266,000
Shareholder
4B. The total number of undisputed votes cast for the amendment by each voting
group was:
Voting Votes
Group For
Sole 266,000
Shareholder
The number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.
The effective date of this document is January 1, 1991 or such later
date as the appropriate regulatory authorities have approved such name change.
NN INVESTORS LIFE
INSURANCE COMPANY, INC.
By: /s/ Donald J. Shepard
---------------------------
Donald J. Shepard
Chairman of the Board and
President
CERTIFICATE OF APPROVAL
The foregoing Articles of Amendment to the Qualification Articles of
Incorporation of NN Investors Life Insurance Company are approved as being in
accordance with Title XX of the Iowa Code, the laws of the United States, and
the Constitution and laws of the State.
Dated this 10th day of May, 1990.
THOMAS J. MILLER
Attorney General
By: Fred M. Haskins
-----------------------------
FRED M. HASKINS
Assistant Attorney General
[LETTERHEAD OF IOWA]
490 DP-000069666 No. W00264330
TRANSAMERICA LIFE INSURANCE COMPANY Date: 01/05/2001
ACKNOWLEDGMENT OF DOCUMENT FILED
The Secretary of State acknowledges receipt of the following document:
Articles of Amendment
The document was filed on December 27, 2000, at 02:55 PM, to be effective as of
December 27, 2000, at 02:55 PM.
The amount of $50.00 was received in full payment of the filing fee.
/s/ Chester J. Culver
[LOGO] -------------------------------------
CHESTER J. CULVER SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE QUALIFICATION ARTICLES OF INCORPORATION
OF
PFL LIFE INSURANCE COMPANY
Pursuant to Section 1006 of the Iowa Business Corporation Act, the
undersigned Corporation adopts the following amendment to the Corporation's
Qualification Article of Incorporation:
1. The name of the Corporation is PFL Life Insurance Company.
2. Article IV of the Qualification Articles of Incorporation of PFL Life
Insurance Company be and it is amended to read as follows:
"The authorized capital stock of the Company shall be Five Million
Four Hundred Twenty-Five Thousand Dollars ($5,425,000) represented by
Five Hundred Thousand (500,000) shares of Common Stock of a Par Value
of Ten Dollars ($10.00) each, and Forty-Two Thousand Five Hundred
(42,500) shares of Non-Voting Preferred Stock of the Par Value of Ten
Dollars ($10.00) each.
All stock shall be issued for cash or property as provided by law and
when issued shall be fully paid and non-assessable and shall be issued
at such times and in such amounts as the Board of Directors of the
Company may from time to time determine, subject to such approval of
the Insurance Commissioner as may be required by law."
3. The date of adoption of the amendment was December 19, 2000.
4. The amendment was approved by the sole shareholder.
VOTES ENTITLED
SHARES TO BE CAST ON VOTES REPRESENTED
OUTSTANDING AMENDMENT AT MEETING
----------- --------- ----------
266,000 266,000 266,000
The total number of undisputed votes cast for the amendment was:
VOTES FOR
---------
266,000
The number of votes cast for the amendment was sufficient for approval.
Dated this 20/th/ day of December, 2000.
PFL LIFE INSURANCE COMPANY
By: /s/ Craig D. Vermie
--------------------------------
Craig D. Vermie, Vice President
Secretary & General Counsel
15
CERTIFICATE OF APPROVAL
ATTORNEY GENERAL
Pursuant to provisions of the Iowa Code, the undersigned approves the
Articles of Amendment to the Qualification Articles of Incorporation of PFL Life
Insurance Company (adopted December 19,200O) and finds them in conformance with
the laws of the United States and with the laws and Constitution of the State of
Iowa.
THOMAS J. MILLER
Attorney General of Iowa
12-27-00 /s/ Scott M. Galenbeck
------------- -----------------------------
Date By: SCOTT M. GALENBECK
Assistant Attorney General
CERTIFICATE OF APPROVAL
COMMISSIONER OF INSURANCE
Pursuant to the provisions of the Iowa Code, the undersigned approves
the Articles of Amendment to the Qualification Articles of Incorporation of PFL
Life Insurance Company (adopted December 19, 200O).
THERESE M. VAUGHAN
Commissioner of Insurance
12.27.00 /s/ Robert L. Howe
------------- ------------------------------
Date By: ROBERT L. HOWE
Deputy Commissioner of Insurance
FILED
IOWA
SECRETARY OF STATE
16
ARTICLES OF AMENDMENT
TO THE QUALIFICATION ARTICLES OF INCORPORATION
OF
PFL LIFE INSURANCE COMPANY
Pursuant to Section 1006 of the Iowa Business Corporation Act, the
undersigned Corporation adopts the following amendment to the Corporation's
Qualification Articles of Incorporation:
1. The name of the Corporation is PFL Life Insurance Company.
2. The first sentence of Article I is amended to read as follows:
"The name of this Corporation is Transamerica Life Insurance
Company"
3. The date of adoption of the amendment was November 13, 2000.
4. The amendment was approved by the sole shareholder.
VOTES ENTITLED
SHARES TO BE CAST ON VOTES REPRESENTED
OUTSTANDING AMENDMENT AT MEETING
----------- --------- ----------
266,000 266,000 266,000
The total number of undisputed votes cast for the amendment was:
VOTES
FOR
---
266,000
The number of votes cast for the amendment was sufficient for approval.
The effective date of this document is March 1, 2001 or such later date
as the appropriate regulatory authorities have approved such name change.
PFL LIFE INSURANCE COMPANY
By: /s/ Craig D. Vermie
------------------------------
Craig D. Vermie
Vice President, Secretary
and General Counsel
17
CERTIFICATE OF APPROVAL
ATTORNEY GENERAL
Pursuant to provisions of the Iowa Code, the undersigned approves the
"Articles of Amendment to the Qualification Articles of Incorporation" for PFL
Life Insurance Company (adopted November 13, 2000, to be effective March
1,2001) and finds them in conformance with the laws of the United States and
with the laws and Constitution of the State of Iowa.
THOMAS J. MILLER
Attorney General of Iowa
11.30.00 /s/ Scott M. Galenbeck
-------------- -----------------------
Date By: SCOTT M. GALENBECK
Assistant Attorney General
CERTIFICATE OF APPROVAL
COMMISSIONER OF INSURANCE
Pursuant to the provisions of the Iowa Code, the undersigned approves
the "Articles of Amendment to the Qualification Articles of Incorporation" for
PFL Life Insurance Company (adopted November 13, 2000, to be effective March
1, 2001).
THERESE M. VAUGHAN
Commissioner of Insurance
11.30.00 /s/ Robert L. Howe
------------- ---------------------------
Date By: ROBERT L. HOWE
Deputy Commissioner of Insurance
18