Attached files
| file | filename |
|---|---|
| EX-3.4 - EX-3.4 - METROPOLITAN LIFE INSURANCE CO | d168710dex34.htm |
| EX-3.3 - EX-3.3 - METROPOLITAN LIFE INSURANCE CO | d168710dex33.htm |
| EX-3.2 - EX-3.2 - METROPOLITAN LIFE INSURANCE CO | d168710dex32.htm |
| 8-K - 8-K - METROPOLITAN LIFE INSURANCE CO | d168710d8k.htm |
Exhibit 3.1
AMENDED AND RESTATED CHARTER OF
METROPOLITAN LIFE INSURANCE COMPANY
Under
Section 1206 of the Insurance Law
and Sections 801 and 807 of the Business Corporation Law
1. The name of the corporation is Metropolitan Life Insurance Company.
2. The corporation was incorporated on May 4, 1866 under the name “National Travelers Insurance Company.” The name of the corporation was changed to “Metropolitan Life Insurance Company” on March 24, 1868.
3. The Charter of the corporation is hereby amended, as authorized by Section 1206 of the Insurance Law of New York (the “Insurance Law”) and Sections 801 and 807 of the Business Corporation Law
of New York, to specifically provide that the corporation’s powers include the provision of legal services insurance and to update the definition of life insurance, provide for the date of each annual meeting of shareholders, to provide for how officers of the company
shall be determined, and to require the consent of the Superintendent of Financial Services of the State of New York (or any governmental officer, body or authority that succeeds the Superintendent as the primary regulator of the corporation’s
insurance business under applicable law) for the issuance of any additional shares of Common Stock of the corporation.
4. On October 23,
2001February 24, 2016, the amendment and restatement of the Charter was authorized by a majority vote of the Board of Directors of the corporation and thereafter consented to and authorized by the holder of all of the issued and outstanding capital stock of the corporation
entitled to vote thereon, effective upon the filing of the amended and restated Charter in the office of the Superintendent of Financial Services of the State of New York with his
approval endorsed thereon.
5. The text of the Charter, as amended by the filing of this Amended and Restated Charter, is hereby restated to read in full as follows:
ARTICLE I
CORPORATE NAME
The name of the corporation shall continue to be “Metropolitan Life Insurance Company.” The corporation may use, in the transaction of any or all of its business and affairs in Canada, including the exercise of any or all of its rights, such name or such name expressed in the French language. Such name when so expressed shall be “La Métropolitaine, compagnie d’assurance vie.”
ARTICLE II
PLACE OF BUSINESS
The corporation shall be located and have its principal place of business in the Borough of Manhattan, City of New York, County of New York, and State of New York.
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ARTICLE III
ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of the corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held on the fourth second Tuesday of
AprilJune, or otherwise, within 60 30 days thereafterbefore or after that date, as the Board may
determine, provided that the Superintendent of Financial Services Insurance of the State of New York (or
any governmental officer, body or authority that succeeds the Superintendent as the primary regulator of the corporation’s insurance business under applicable law) is given notice of the date determined by the Board prior to such date, at such
place, either within or without the State of New York, as may be fixed from time to time by resolution of the Board and set forth in the notice or waiver of notice of the meeting.
ARTICLE IV
BUSINESS OF THE CORPORATION
The business of the corporation and the kinds of insurance to be undertaken by it are:
| (1) | “life insurance,” meaning every insurance upon the lives of human beings, and every insurance appertaining thereto, including the granting of
endowment benefits, additional benefits in the event of death by accident, additional benefits to safeguard the contract from lapse, accelerated payments of part or all of the death benefit or a special surrender value upon (A) diagnosis of terminal
illness defined as a life expectancy of twelve months or less, (B) diagnosis of a medical condition requiring extraordinary medical care or treatment regardless of life expectancy, (C) certification by a licensed health care practitioner of any
condition which requires continuous care for the remainder of the insured’s life in an eligible facility or at home when the insured is chronically ill as defined by Section 7702(B) of the Internal Revenue Code and regulations thereunder,
provided the accelerated payments qualify under Section 101(g)(3) of the Internal Revenue Code and all other applicable sections of federal law in order to maintain favorable tax treatment, |
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| event of unemployment of the insured or in the event the insured is a resident of a nursing home. Amounts paid the insurer for life insurance and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to Section 4240 of the Insurance Law; |
| (2) | “annuities,” meaning all agreements to make periodical payments for a period certain or where the making or continuance of all or some of a series of such payments, or the amount of any such payment, depends upon the continuance of human life, except payments made under the authority of paragraph one hereof. Amounts paid the insurer to provide annuities and proceeds applied under optional modes of settlement or under dividend options may be allocated by the insurer to one or more separate accounts pursuant to Section 4240 of the Insurance Law; |
| (3) | “accident and health insurance,” meaning (i) insurance against death or personal injury by accident or by any specified kind or kinds of accident and insurance against sickness, ailment or bodily injury, including insurance providing disability benefits pursuant to article nine of the workers’ compensation law, except as specified in item (ii) hereof; and (ii) non-cancellable disability insurance, meaning insurance against disability resulting from sickness, ailment or bodily injury (but excluding insurance solely against accidental injury) under any contract which does not give the insurer the option to cancel or otherwise terminate the contract at or after one year from its effective date or renewal date; and |
| (4) | “legal services insurance” meaning insurance providing legal services or reimbursement of the cost of legal services; |
as heretofore authorized by and under this Charter and paragraphs 1, 2, 3 and 29 of Section 1113(a) of the Insurance Law; together with such reinsurance business (in addition to reinsurance of the kinds of insurance business hereinabove stated) as may be permitted to the corporation by Section 1114 of said Law; together with such business in which the corporation may be authorized to engage pursuant to any amendment to paragraphs 1, 2, 3 and 29 of Section 1113(a) or Section 1114 of said Law which may be hereafter adopted; and together with any other kind or kinds of business to the extent reasonably ancillary or necessarily or properly incidental to the kinds of insurance business which the corporation is so authorized to do.
The corporation shall also have the general rights, powers and privileges now or hereafter granted by the Insurance Law or any other law to stock life insurance companies having power to do the kinds of business hereinabove referred to and any and all other rights, powers and privileges of a corporation, as the same may now or hereafter be declared by applicable law.
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ARTICLE V
CORPORATE POWERS
Section 1. The business of the corporation shall be managed under the direction of its Board, by committees thereof and by such officers and agents as the Board or such committees may empower.
Section 2. The Board shall consist of not less than thirteen seven directors (except for vacancies temporarily unfilled) nor more than thirty directors, as may be determined
by the Board by resolution adopted by a majority of the authorized number of directors immediately prior to such determination. Not less than one-third of the directors shall be persons who are not officers or employees of the corporation or of any
entity controlling, controlled by, or under common control with the corporation, and who are not beneficial owners of a controlling interest in the voting stock of the corporation or any such entity (“Outside Directors”).
Section 3. The Board shall have power to make and prescribe such By-Laws, rules and regulations for the transaction of the business of the corporation and the conduct of its affairs, not inconsistent with the laws of the State of New York and this Charter as may be deemed expedient, and to amend or repeal such By-Laws, rules and regulations, except as otherwise provided in such By-Laws.
Section 4. The Board shall have the power to declare by by-law what number of directors shall constitute a quorum for the transaction of business; provided, however, that such number shall be no less than a majority of the authorized number of directors, at least one of whom shall be an Outside Director.
Section 5. The Board shall elect or appoint a Chairman, a Chief Executive Officer, a President, one or more Vice-Presidents, a Chief Financial Officer, a Secretary, a Treasurer, a Controller and a General Counsel and such other officers as it may deem appropriate, except that officers of the rank of Vice-President and below may be elected or appointed by the Compensation Committee of the Board. Officers shall have such powers and perform such duties as may be authorized by the By-Laws or by or pursuant to authorization of the Board or the Chief Executive Officer.
ARTICLE VI
ELECTION OF DIRECTORS AND OFFICERS
Section 1. The directors of the corporation shall be elected by the
shareholders as prescribed by law and the By-Laws of the corporation. The shareholders of the corporation shall have the power to elect or appoint such officers as they may
deem appropriate, but may not elect or appoint any Chief Executive Officer, Chairman, President, Chief Financial Officer, Secretary, Treasurer, Controller, General Counsel, officer of the rank of Executive Vice President or higher, or any officer
who is deemed to be a principal officer of the corporation under Section 1202(b) of the New York Insurance Law. The officers of the corporation shall otherwise be elected or appointed as provided in the By-Laws of the corporation. Each director shall be at least 18 years old, at all
times a majority of the directors shall be citizens and residents of the United States and not less than three one shall be a
residents of the State of New York.
Section 2. Vacancies in the Board, including vacancies resulting from any increase in the authorized number of directors or the removal of any director, except a removal of a director without cause, shall be filled by a vote of the Board until the next annual meeting of shareholders of the corporation, except that if the number of directors then in office is less than a quorum, such vacancies may be filled by a vote of a majority of directors then in office.
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ARTICLE VII
LIABILITY OF DIRECTORS
No director shall be personally liable to the corporation or any of its shareholders or any of its policyholders for damages for any breach of duty as a director; provided, however, that the foregoing provision shall not eliminate or limit:
(i) the liability of a director if a judgment or other final adjudication adverse to the director establishes that the director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or establishes that the director’s acts or omissions were in bad faith or involved intentional misconduct or were acts or omissions (a) which the director knew or reasonably should have known violated the Insurance Law or (b) which violated a specific standard of care imposed on directors directly, and not by reference, by a provision of the Insurance Law (or any regulations promulgated thereunder), or (c) which constituted a knowing violation of any other law; or
(ii) the liability of a director for any act or omission prior to April 26, 1990.
ARTICLE VIII
STOCK
The amount of authorized capital of the corporation shall be $10,000,000 and shall consist of 1,000,000,000 authorized shares of Common Stock, par value $.01 per share. No additional shares that the corporation has authority to issue shall be issued without the prior written consent of the Superintendent of Financial Services of the State of New York (or any governmental officer, body or authority that succeeds the Superintendent as the primary regulator of the corporation’s insurance business under applicable law).
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ARTICLE IX
DURATION
The duration of the corporation shall be perpetual.
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