Attached files
| file | filename |
|---|---|
| 8-K - FedNat Holding Co | v209061_8k.htm |
| EX-2.1 - FedNat Holding Co | v209061_ex2-1.htm |
| EX-10.1 - FedNat Holding Co | v209061_ex10-1.htm |
Exhibit
99.1
ARTICLES
OF MERGER
OF
FEDERATED
NATIONAL INSURANCE COMPANY
(a
Florida corporation)
WITH
AND INTO
AMERICAN
VEHICLE INSURANCE COMPANY
(a
Florida corporation)
_______________________________
Pursuant
to Section 607.1105
of the
Florida Business Corporation Act
_______________________________
Pursuant
to Section 607.1105 of the Florida Business Corporation Act (the “FBCA”), these
Articles of Merger provide as follows:
ARTICLE
I
State of Incorporation;
Surviving Corporation
The name
and state of incorporation of each of the constituent corporations of the merger
is as follows:
|
Name
|
State
of Incorporation
|
|
|
Federated
National Insurance Company
|
Florida
|
|
|
American
Vehicle Insurance Company
|
Florida
|
American
Vehicle Insurance Company, a Florida Corporation, shall be the surviving
corporation.
ARTICLE
II
Plan of
Merger
The
Agreement and Plan of Merger providing for the merger of Federated National
Insurance Company (“FNIC”), with and into American Vehicle Insurance Company
(“AVIC”), is attached hereto as Exhibit A (the “Agreement and Plan of
Merger”).
ARTICLE
III
Approval of the
Plan
The Board
of Directors of FNIC reviewed, considered and, on December 10, 2010 pursuant to
an action by unanimous written consent in accordance with Section 607.0821 of
the FBCA, duly adopted the Agreement and Plan of Merger, and presented the
Agreement and Plan of Merger to the sole shareholder of FNIC in accordance with
Section 601.1101 of the FBCA. Thereafter, the sole shareholder of FNIC adopted
and approved the Agreement and Plan of Merger on December 14, 2010 pursuant to
an action by written consent in accordance with section 607.0704 of the
FBCA
The Board
of Directors of AVIC, reviewed, considered and, on December 10, 2010 pursuant to
an action by unanimous written consent in accordance with Section 607.0821 of
the FBCA, duly adopted the Agreement and Plan of Merger, and presented the
Agreement and Plan of Merger to the sole shareholder of AVIC in accordance with
Section 607.1101 of the FBCA. Thereafter, the sole shareholder of AVIC adopted
and approved the Agreement and Plan of Merger on December 14, 2010 pursuant to
an action by written consent in accordance with Section 607.0704 of the
FBCA
ARTICLE
IV
Effective
Time
These
Articles of Merger shall become effective on the date and at the time accepted
for filing by the Department of State of the State of Florida.
[Signatures
on Next Page]
IN WITNESS WHEREOF, the
undersigned duly authorized officers of the constituent corporations have caused
these Articles of Merger to be executed this 26th day of
January, 2011.
|
FEDERATED NATIONAL INSURANCE
COMPANY, a Florida Corporation
|
|||
|
By:
|
/s/ Michael H.
Braun
|
||
|
Name:
|
Michael H. Braun
|
||
|
Title:
|
President
|
||
|
By:
|
/s/ George S.
Berwig
|
||
|
Name:
|
George S. Berwig
|
||
|
Title:
|
Secretary
|
||
|
AMERICAN VEHICLE INSURANCE
COMPANY, a Florida Corporation
|
|||
|
By:
|
/s/ Michael H.
Braun
|
||
|
Name:
|
Michael H. Braun
|
||
|
Title:
|
President
|
||
|
By:
|
/s/ Glenna M.
Guess
|
||
|
Name:
|
Glenna M. Guess
|
||
|
Title:
|
Secretary
|
||
[Execution
Page to Article of Merger]