ARTICLES OF INCORPORATION OF MMIC GROUP MUTUAL INSURANCE HOLDING COMPANY. Article I Name. Article II Formation and Purpose

Transcription

1 ARTICLES OF INCORPORATION OF MMIC GROUP MUTUAL INSURANCE HOLDING COMPANY The undersigned, being natural persons of full age, for the purpose of forming a mutual insurance holding company under Minnesota Statutes, Chapter 66A and Chapter 302A, adopt the following Articles of Incorporation: Article I Name The name of the company shall be MMIC Group Mutual Insurance Holding Company (the Company ). Article II Formation and Purpose The Company is a mutual insurance holding company formed in connection with the reorganization of the former MMIC Group, Inc. pursuant to Minnesota Statutes, Sections 66A.40 and 66A.42. Pursuant to the reorganization, the Company shall receive all of the initial shares of capital stock of MMIC Insurance, Inc. and shall at all times own, directly or through one or more intermediate holding companies, voting shares of the capital stock of MMIC Insurance, Inc. or its successors representing a majority of the voting power of MMIC Insurance, Inc. or its successors. The Company is formed for the purpose of owning a majority of the voting stock of MMIC Insurance, Inc., either directly or through one or more intermediary holding companies, as permitted by the laws of the State of Minnesota. Subject to any approval by the members of the Board of Directors of the Company required by Article X, the Company may do any and all other acts permitted or not prohibited under the laws of the State of Minnesota for a mutual insurance holding company, to the extent such acts are consistent with Article V below. Article III Operation The Company is incorporated under Minnesota Statutes, Section 66A.40, Subdivision 6, Section 60A.07, Subdivision 1 and Chapter 302A. The Company shall operate on the mutual plan as a mutual insurance holding company pursuant to Minnesota Statutes, Section 66A.40, as the same currently exist or are hereafter amended. The Company shall not dissolve or liquidate without the approval of the members of the Board of Directors required by Article X below, and without the approval of the Minnesota Commissioner of Insurance or as ordered by a court of competent jurisdiction. Article IV Place of Business The Company s principal place of business and its registered office shall be located at 7701 France Avenue South, Suite 500, Minneapolis, MN

2 Article V General Nature of Business The principal nature of the business of the Company and its subsidiaries is professional liability insurance for physicians, hospitals and other health care professionals. The focus of the Company s business operations are states in the Upper Midwest of the United States. The predecessor to this Company was formed by physicians working with medical societies to serve the professional liability needs of physicians and that principal remains fundamental to the operations of this Company. The Company is physician led and governed and committed to serving the professional liability insurance needs of the health care industry. Subject to any approval of the members of the Board of Directors of the Company required by Article X below, the Company may engage in such other business activities as are permitted by law. Article VI Duration The period of the Company s duration shall be perpetual. Article VII Incorporators The names and places of residence of the incorporators are as follows: Name Niles A. Cole Lori M. Trygg Ross C. Formell Address MMIC Group, Inc France Avenue South, Suite 500 Minneapolis, MN MMIC Group, Inc France Avenue South, Suite 500 Minneapolis, MN Best & Flanagan LLP 225 South Sixth Street, Suite 4000 Minneapolis, MN Article VIII Initial Meeting of Members The initial annual meeting of the members (the Members ) of the Company shall be held on the 19th day of April, 2012, at 9:00 a.m., at 7701 France Avenue South, Suite 500, Minneapolis, Minnesota

3 Article IX Board of Directors Management of this Company shall be vested in its Board of Directors, consisting of not fewer than five (5) persons. Within the limits prescribed herein and by law, the number of directors, the manner of their election and the terms of their offices shall be determined by the applicable provisions of the Bylaws of this Company, as amended from time to time. The names, addresses and terms of office of those comprising the initial Board of Directors who shall serve until their successors are elected at the initial annual meeting of the Members on the 19th day of April, 2012, or until their earlier death, resignation, removal or disqualification: Name Address Term Michael D. Abrams 1001 Grand Ave West Des Moines, IA Robert W. Beattie, M.D. 501 N. Columbia Rd. P.O. Box 9037 Grand Forks, ND Mary S. Carpenter, M.D. P O Box East 8th Street Winner, SD Mark O. Liaboe, M.D Delhi Street, #100 Dubuque, IA Paul C. Matson, M.D. William J. McDonough Robert K. Meiches, M.D. Mark D. Odland, M.D. Darrell R. Tukua 1431 Premier Dr PO Box 4369 Mankato, MN Edinborough Way Suite 400 Minneapolis, MN Godward St. NE Suite 2500 Minneapolis, MN Park Ave. South Minneapolis, MN Aspen Lake Drive NE Blaine, MN year 3 year 2 year 3 year 1 year Article X Restrictions on Board of Director Actions In order to protect the unique character and governance structure of the Company, a minimum twothirds (2/3) vote of all members of the Board of Directors, and a minimum twothirds (2/3) vote of all Ex Officio Directors (as defined in the Bylaws of the Company), shall be required to approve any of the following matters: (i) Any amendment to Article V above (an Article V Amendment ), and any Board recommendation to the Members to vote in favor of the approval of any Article V Amendment. 3

4 (ii) Any amendment to this Article X (an Article X Amendment ), and any Board recommendation to Members to vote in favor of the approval of any Article X Amendment. (iii) Any amendment to Article XV below (an Article XV Amendment ), and any Board recommendation to Members to vote in favor of the approval of any Article XV Amendment. (iv) Any amendment to the Bylaws of the Company that changes (1) the size or composition requirements of the Board of Directors or the Nominating Committee or the Governance Committee of the Board of Directors, or (2) the amendment provisions of the Bylaws, or (3) the provisions of the Bylaws relating to the voting or purchase and sale of securities acquired or held by the Company (any such amendment listed in clause (1), (2) or (3) is Material Bylaw Amendment ), and (B) any Board recommendation to Members to vote in favor of the approval of any Material Bylaw Amendment. (v) The Company s exit from the medical professional liability insurance line of business, or entrance into any new lines of business (including other types of insurance), unless the new line of business relates directly to the medical professional liability insurance business or is de minimus in size relative to the Company s other business operations. (vi) Any corporate reorganization or recapitalization of the Company. (vii) Any merger or consolidation of the Company with a third party (unless the Company survives the merger or consolidation and continues after the transaction to be at least 90% owned by the policyholders owning the Company immediately prior to the transaction), or a sale of all or substantially all of the assets of the Company. (viii) Any liquidation and dissolution of the Company. (ix) Any material acquisition of another company; a material acquisition is any transaction in which the target company has surplus greater than 10% of the Company s total surplus (as defined under Minnesota law) immediately prior to the transaction. (x) Any sale of a significant subsidiary or sale or issuance of securities of a subsidiary to any person other than the Company; a significant subsidiary is any subsidiary which has surplus greater than 10% of the Company s total surplus immediately prior to the transaction. (xi) Any mortgage or pledge of all or substantially all of the assets of the Company. (xii) Any direction to the Chief Executive Officer or any other officer or person to vote (by ballot or proxy or pursuant to a written action in lieu of meeting) the shares of any insurance company subsidiary of the Company on any matter of a type described in the restrictions set forth in this Article X; an insurance company subsidiary is any company authorized to conduct the business of insurance of which 10% or more of the voting shares thereof are owned by the Company. 4

5 Article XI Limitation of Director Liability A director of this Company shall not be personally liable to the Company or its Members for monetary damages for breach of fiduciary duty as director, except for liability for (1) for any breach of the director s duty of loyalty to the Company or its Members; (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) under Minnesota Statutes, Section 302A.559 (relating to illegal distributions) or Section 80A.23 (relating to violation of state securities laws); or (4) for a transaction from which the director derives any improper personal benefit. A repeal or modification of this Article shall not apply to any act or omission by a director which occurs prior to the effective date of such repeal or modification. Article XII Directors Action without a Meeting An action required or permitted to be taken at a meeting of the Board of Directors may be taken by a writing action signed, or consent to by authenticated electronic communication, by all of the directors. Any action, other than an action requiring Member approval, may be taken by written action signed, or consent to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. All directors shall be notified immediately of the text and effective date of any action so taken. Article XIII Dividends The Company shall not pay dividends or make other distributions to its Members except as approved by the Board of Directors and the Commissioner of Commerce of the State of Minnesota, or his or her successor of whatever title, or as part of the dissolution or liquidation of the Company. Nothing herein shall be deemed to limit the payment of policyholder dividends pursuant to any insurance policy issued by a subsidiary of the Company. Article XIV Membership and Voting Rights All policyholders of any insurance company subsidiary of the Company shall be Members of the Company, entitled to vote on all matters presented to the Members for a vote. Policyholders will remain Members so long as their policy is in effect, and upon nonrenewal or cancellation of their policy, their membership shall cease. In order to reflect fair and equitable representation of the interests of the policyholders of the Company, the voting rights of Members shall be based on the following schedule, which the Board of Directors may revise and update periodically, as appropriate. Each Member shall have the number of votes on any matter to come before the Members for a vote based upon the annual policy premium for the insurance policy issued to that Member by an insurance company subsidiary of the Company, as follows: 5

6 Policy Premium Votes Per Policy $0 to $10,000 1 $10,001 to $25,000 2 $25,001 to $100,000 5 $100,001 to $250, $250,001 to $1,000, > $1,000, Article XV Amendments The Articles of Incorporation may be amended by an affirmative vote of the majority of the voting power of the Members pursuant to Minnesota Statutes, Section 60A.07, Subdivision 1(d); provided, however, that, if an Article V Amendment, Article X Amendment or Article XV Amendment is submitted for adoption to the Members without having been approved by the members of the Board of Directors in accordance with Article X, adoption of such amendment shall require a vote of at least twothirds (2/3) of the voting power of the Members. IN WITNESS WHEREOF, the undersigned have subscribed these Articles of Incorporation this day of, Niles A. Cole Lori M. Trygg Ross C. Formell 6