Attached files
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8-K - FORM 8-K - FPIC INSURANCE GROUP INC | y93141e8vk.htm |
EX-3.2 - EX-3.2 - FPIC INSURANCE GROUP INC | y93141exv3w2.htm |
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FPIC INSURANCE GROUP, INC.
ARTICLES OF INCORPORATION
OF
FPIC INSURANCE GROUP, INC.
Pursuant to the provisions of Section 607.1007 of the Florida Business Corporation Act, the
undersigned hereby adopts the following Amended and Restated Articles of Incorporation:
1. The name of the corporation is FPIC INSURANCE GROUP, INC. (the Corporation). The date of
filing the original Articles of Incorporation with the Secretary of State was February 12, 1996.
2. The Amended and Restated Articles of Incorporation were unanimously adopted and approved by
the Board of Directors and Shareholders of the Corporation on October 19, 2011, in accordance with
Sections 607.1003, 607.1006, and 607.1007 of the Florida Business Corporation Act.
The Articles of Incorporation are hereby amended and restated in their entirety as follows:
ARTICLE I
The name of the corporation is FPIC Insurance Group, Inc. (hereinafter the Corporation).
ARTICLE II
The address of the principal office and mailing address of the Corporation is 185 Greenwood
Road, Napa, California 94558.
ARTICLE III
The purpose for which the Corporation is organized is to transact any lawful business.
ARTICLE IV
The Corporation shall have the authority to issue Ten Thousand (10,000) shares of Common Stock
having a par value of $0.001 per share. Each issued and outstanding share of Common Stock shall be
entitled to one vote on each matter submitted to a vote at a meeting of the shareholders.
ARTICLE V
The street address of the Corporations initial registered office is 515 East Park Avenue,
Tallahassee, Florida 32301 and the name of its initial registered agent at such office is NRAI
Services, Inc.
ARTICLE VI
Section 6.1 Limitation of Liability
To the full extent that the Florida Business Corporation Act, as it exists on the date hereof
or may hereafter be amended, permits the limitation or elimination of the liability of directors or
officers, a director or officer of this Corporation shall not be liable to this Corporation or its
shareholders for any monetary damages.
Section 6.2 Indemnification
(a) This Corporation shall indemnify a director or officer of this Corporation who is or was
a party to any proceeding by reason of the fact that he or she is or was such a director or officer
or is or was serving at the request of this Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan or other profit or
non-profit enterprise against all liabilities and expenses incurred in the proceeding except such
liabilities and expenses as are incurred because of his or her willful misconduct or knowing
violation of the criminal law. Unless a determination has been made that indemnification is not
permissible, this Corporation shall make advances and reimbursements for expenses incurred by a
director or officer in a proceeding upon receipt of an undertaking from him or her to repay the
same if it is ultimately determined that he or she is not entitled to indemnification. Such
undertaking shall be an unlimited, unsecured general obligation of the director or officer and
shall be accepted without reference to his or her ability to make repayment. The Board of Directors
is hereby empowered, by majority vote of a quorum of disinterested directors, to contract in
advance to indemnify and advance the expenses of any director or officer.
(b) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested
directors, to cause this Corporation to indemnify or contract in advance to indemnify any person
not specified in Section 6.2(a) who was or is a party to any proceeding, by reason of the fact that
he or she is or was an employee or agent of this Corporation, or is or was serving at the request
of this Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other profit or non-profit enterprise, to the same
extent as if such person were specified as one to whom indemnification is granted in Section
6.2(a).
Section 6.3 Insurance
This Corporation may purchase and maintain insurance to indemnify it against the whole or any
portion of the liability assumed by it in accordance with this Article and may also procure
insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is
or was a director, officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability asserted against or
incurred by such person in any such capacity or arising from his or her status as such, whether or
not this Corporation would have power to indemnify him or her against such liability under the
provisions of this Article VI.
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Section 6.4 Change in Board of Directors
In the event there has been a change in the composition of a majority of the Board of
Directors after the date of the alleged act or omission with respect to which indemnification is
claimed, any determination as to indemnification and advancement of expenses with respect to any
claim for indemnification made pursuant to Section 6.2(a) shall be made by special legal counsel
agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and
the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors
and the proposed indemnitee each shall select a nominee, and the nominees shall select such special
legal counsel.
Section 6.5 Application
The provisions of this Article VI shall be applicable to all actions, claims, suits or
proceedings commenced after the adoption hereof, whether arising from any action taken or failure
to act before or after such adoption. No amendment, modification or repeal of this Article shall
diminish the rights provided hereby or diminish the right to indemnification with respect to any
claim, issue or matter in any then pending or subsequent proceeding that is based in any material
respect on any alleged action or failure to act prior to such amendment, modification or repeal.
Section 6.6 Covered Persons
Reference herein to directors, officers, employees or agents shall include former directors,
officers, employees and agents and their respective heirs, executors and administrators.
Section 6.7 Amendment
Notwithstanding any other provisions of the Articles of Incorporation or the Bylaws of this
Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, the
Articles of Incorporation or the Bylaws of this Corporation), the provisions of this Article may be
altered, amended or repealed only by the affirmative vote of 75% or more of the voting power of all
the then outstanding shares of this Corporations capital stock entitled to vote on the election of
directors, voting together as a single class.
IN WITNESS WHEREOF, the undersigned, being the Secretary of the Corporation, has signed these
Amended and Restated Articles of Incorporation pursuant to the Florida Business Corporation Act
this 19th day of October, 2011.
/s/ David McHale | ||||
David McHale | ||||
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