In witness whereof, we have hereunto set our hands and seals this 14th day of May, 1900. DAVID W. EDWARDS, [Seal] WARREN GILLELEN, MILO BAKER, [Seal] [Seal] [Seal] On this 14th day of May, A. D. 1900, before me, Walter C. Durgin, a Notary Public in and for the said county of Los Angeles, residing therein, duly commissioned and sworn, personally appeared David W. Edwards, Frederick H. Rindge, R. W. Kenny, Warren Gillelen, Milo Baker, Wilbur S. Tupper, Thos. B. Inch, H. G. Brainerd, Geo. I. Cochran, John R. Haynes, Lee A. Phillips, W. J. Williams, W. W. Beckett, Alfred W. Morgan, A. M. Hough, E. B Mapel, J. M. Talerday, A. M. F. McCollough, R. B. Williamson, George Sinsabaugh, Gail B. Johnson, W. F. Botsford, Arthur Letts, E. P. Clark, H. V. Carter, Geo. W. Walker, and Chas. H. Howland, known to me to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same. In Witness Whereof I have hereunto set my hand and affixed my official seal, the day and year in this certificate first written. WALTER C. DURGIN, Notary Public in and for the County of Los Angeles, State of California. (Notarial Seal.) State of California, County of Los Angeles I, C. W. Bell, County Clerk and ex-officio Clerk of the Superior Court, do hereby certify the foregoing to be a full, true and correct copy of the original Articles of Incorporation of the "Conservative Life Insurance Company," on file in my office, and that I have carefully compared the same with the original. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Superior Court, this 14th day of May, 1900. (Seal of the Superior Court.) C. W. BELL, By SAM KUTZ, Deputy. BY-LAWS. The name of the Corporation shall be the Conservative Life Insurance Company. ARTICLE I. Corporate Powers. The Corporate Powers of this Corporation shall be vested in a Board of seven (7) Directors, who shall be stockholders holding one or more shares of stock in their own names on the books of the Corporation, and four shall constitute a quorum for the transaction of business. ARTICLE II. Election of Directors. The Directors shall be elected by ballot at the annual meeting of the stockholders, to serve for one year and until their successors are elected. Their term of office shall begin immediately after election. ARTICLE III. Vacancies. Vacancies in the Board of Directors shall be filled by the other Directors in office and such persons shall hold office until the first meeting of the stockholders thereafter. ARTICLE IV. Powers of Directors. The Directors shall have the power: Ist. To call special meetings of the stockholders when they deem it necessary. And they shall call a meeting at any time upon the written request of stockholders holding one-half of all the capital stock. 2nd. To appoint and remove at pleasure, all officers, agents, and employees of the Corporation, prescribe the duties, fix their compensation (except as hereinafter specified), and require from them such security for faithful service as said Board may direct. 3rd. To conduct, manage and control the affairs and business of the Corporation, and to make rules and regulations not inconsistent with the laws of the State of California, or the By-Laws of the Corporation, for the guidance of the officers and management of the affairs of the Corporation. ARTICLE V. Duties of Directors. It shall be the duty of the Di rectors: Ist. To cause to be kept a complete record of all their minutes and acts, of the proceedings of the stockholders and present a full statement at the regular annual meeting of the stockholders, showing, in detail, the assets and liabilities of the Corporation, and generally, the condition of its affairs. A similar statement shall be presented at any other meeting of the stockholders when thereto requested by persons holding at least one-half of the capital stock of the Corporation. 2nd. To declare dividends out of the surplus profits, when such profits, in the opinion of the Directors, shall warrant the same. 3rd. To hold regular meetings of the Board, at the office of the Company, in the city of Los Angeles, on the third Tuesday of each month, 10 A. M., and to change the dates of such meetings from time to time only by vote of two-thirds of the Board of Directors. 4th. To supervise all officers and employees and agents, and see that their duties are properly performed. To cause to be issued to the stockholders in proportion to their several interests, certificates of stock not to exceed in the aggregate two hundred thousand dollars. ARTICLE VI. Officers. The officers shall be a President, 1st VicePresident, 2nd Vice-President, and 3rd Vice-President, Secretary and Treasurer, which officers shall be elected by and hold office at the pleasure of the Board of Directors. The compensation and tenure of the office of all of the officers of the Corporation (other than Directors) shall be fixed and determined by a majority vote of the entire Board of Directors at any regular meeting of the Board of Directors, and not otherwise. And the President, Ist Vice-President and 2nd Vice-President shall be chosen from among the members of the Board of Directors at its first regular meeting. The President shall, with the advice and consent of the Board, appoint a general counsel to hold office at the pleasure of the Board of Directors, and said counsel shall with the consent of said Board appoint such associate counsel or assistant counsel as the Board may deem necessary. There shall be a superintendent of agencies and such other officers, managers, agents and employees as may be necessary; and the same shall be appointed by the President with the advice and consent of the Board. ARTICLE VII. President. The Board of Directors shall at their first regular meeting elect one of their number as President. |