RESTATED ARTICLES OF INCORPORATION OF MINNESOTA ASSOCIATION OF FARM MUTUAL INSURANCE COMPANIES, INC.
ARTICLE I – CORPORATE NAME
The name of this corporation shall be “Minnesota Association of Farm Mutual Insurance Companies, Inc.” (MAFMIC)
ARTICLE II – PURPOSE
The purpose of this corporation is to promote mutual insurance, to improve methods of transacting business relating to insurance by gathering and disseminating information; to secure the interchange of knowledge among the public generally, relating to the prevention of losses; to assist its membership and others in upholding mutual insurance, and; by united action exert influence upon legislation to promote the best interest of mutual insurance companies.
ARTICLE III – CORPORATION
This corporation shall have no capital stock and shall not afford pecuniary gains, incidentally or otherwise, to its members.
ARTICLE IV – DURATION
The duration of the corporate existence shall be perpetual.
ARTICLE V – REGISTERED OFFICE
The street address of the registered office of this corporation is 601 Elm Street East, Saint Joseph, Minnesota 56374.
ARTICLE VI – DIRECTORS AND OFFICERS
Section One – This corporation and its affairs shall be managed by a Board of Directors (up to Fifteen (15) in number), elected in the manner specified in the By-Laws. Only active officers, directors, managers or employees of a member company shall be eligible to serve as Directors of the corporation. There shall be one director elected from each of the districts (as set forth in the By-Laws) and one director elected from one of the statewide member companies. Directors from the districts and the statewide company shall serve a four (4) year term.
Section Two – The Officers of MAFMIC shall consist of the Chairman of the Board, President, Chairman-Elect, Vice-Chairman, Secretary-Treasurer, and the Immediate Past-Chairman. The office of Chairman and President may be held by the same person.
ARTICLE VII – LIMITED LIABILITY & INDEMNIFICATION
There shall be no personal liability of any of the members of this corporation for corporate obligations and the same shall not be personally enforceable against them. The corporation shall be entitled to indemnify members and other persons in accordance with Minnesota Statutes 317A as it may be amended from time-to-time and any statute thatmay in the future supersede or replace, in whole or in part, the act.
ARTICLE VIII – MEMBERSHIP
Membership of this corporation is limited to such incorporated insurance companies, which are organized in the State of Minnesota, or are authorized to transact business in the State of Minnesota, all of which are doing business on the mutual plan, or companies which package policies with a member company doing business on the mutual plan, as well as other entities, organizations, businesses, and state and national trade associations, all of which must qualify under the rules and regulations specified in the By-Laws of this corporation. Fees for membership and annual dues for members shall be set by the Board of Directors.
ARTICLE IX – REGULATION OF CORPORATE AFFAIRS
These articles may be amended at any annual meeting by two-thirds of the members present, provided that written notice of such proposed changes are filed with the Secretary-Treasurer by the first Friday in November, preceding the annual meeting. The chairman of the Board or president shall give written notice of such proposed amendment(s) to the member companies, by the first Friday in January preceding the annual meeting.
ARTICLE X – MISCELLANEOUS
Section 1 – Corporation Law All references to “the Act” herein shall mean the Minnesota Nonprofit Corporation Act, Chapter 317A, Minnesota Statutes, as it may from time to time be amended and any statute that may in the future supersede or replace, in whole or in part, the Act. The provisions of the Act, as it may from time to time be amended, applicable to all matters relevant to, but not specifically covered by, the Articles and/or By-Laws are hereby, by reference, incorporated herein and made a part hereof.
Section 2 – Articles of Incorporation The term “Restated Articles of Incorporation” or “Restated Articles” as used in the By-Laws means the Restated Articles of Incorporation of the Association, as they may be amended and restated from time to time.
Section 3 – Internal Revenue Code Neither the members of the Association, nor the Board of Directors, shall have power nor authority, to do any act that will prevent the
association from being an organization described in Section 501 (c) (6) of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws.