RESTATED ARTICLES OF INCORPORATION

                                     OF

                  NATIONAL WESTERN LIFE INSURANCE COMPANY

 

 

Pursuant to the  provisions of Section  60 of the  Colorado Corporation Act,

the undersigned  corporation  adopts  the  following  Restated  Articles  of

Incorporation:

 

FIRST: The  corporate  name  and style  of  our  said  corporation shall  be

NATIONAL WESTERN LIFE INSURANCE COMPANY.

 

SECOND: The objects  for which said  corporation is formed  and incorporated

are as follows:

 

     A.  To  make insurance or  reinsurance upon  the lives of  persons, and

every insurance  appertaining  thereto  or  connected  therewith,  including

health and  accident  insurance,  and  to  grant,  purchase  or  dispose  of

annuities.

 

     B.  To reinsure with any company or association as provided by laws any

risks undertaken by this corporation; to enter into contracts or reinsurance

upon any  lawful terms;  to make  such contracts  and agreements  with other

insurance companies or associations for  the purchase of the  assets and the

assumption and guarantee  of their liabilities  or the reinsurance  of their

risks as provided by  law and deemed  by the Directors  advantageous and for

the best interest of this corporation.

 

     C.  To  acquire, hold, pledge,  encumber, assign, lease  and dispose of

such real estate and personal property as may be permitted by law.

 

     D.  To invest such moneys as may come into its possession in the course

of its business in real or personal property  in any manner not inconsistent

with, nor prohibited by the laws of the State  of Colorado, and to loan such

money upon mortgages or other security or securities.

 

     E.  To do any  or all of the  aforementioned things in any  part of the

world; and to do all acts  and things and possess all such  powers as are in

any manner incident or necessary to conduct the  business for which our said

company is  formed; and  to  have, enjoy  and exercise  all  rights, powers,

franchises and privileges  now conferred  by law or  which may  hereafter be

lawfully conferred or acquired.

 

THIRD: The term of existence of our said corporation is perpetual.

 

FOURTH: The amount of the  total authorized capital stock  of the company is

SEVEN MILLION, SEVEN  HUNDRED THOUSAND DOLLARS  ($7,700,000.00) divided into

Seven Million, Five  Hundred Thousand (7,500,000)  shares of Class  A common

stock with a par value of One Dollar  ($1.00) each, and Two Hundred Thousand

(200,000) shares of  Class B  common stock  with a par  value of  One Dollar

($1.00) each.  Class A common stock and Class  B common stock shall be alike

in all respects except that:

 

(a) Class A common stock  shall have the exclusive right  to elect One Third

(1/3) of  the total  number  of directors  constituting the  whole  Board of

Directors (treating  any fraction  as an  additional director)  and  Class B

common  stock  shall  have  the  exclusive  right  to  elect  the  remaining

directors.

 

(b) The cash or in  kind dividends to be  paid on each share of  the Class B

common stock per  annum shall be only one-half (1/2) of the cash  or in kind

dividends to be paid on each share of the Class A common stock per annum.

 

(c)   In the  event of  the dissolution  or winding  up of  the corporation,

whether voluntary or involuntary, the assets  shall be distributed among the

Class A and Class B stockholders in the following manner:

 

     (i) the Class A stockholders shall first receive the par value of their

shares;

     (ii) the Class B stockholders shall then receive the par value of their

shares;

     (iii) the remaining assets of the corporation shall then be divided and

distributed to and among the holders of all the   stock of  the  corporation

in proportion  to  the number  of  shares  of stock  held  by each,  without

preference of any one class of stock over any other class.

 

In the event of a vacancy  on the Board of Directors,  such vacancy shall be

filled by a vote of  the majority of the remaining  directors elected by the

class who elected  the directors  whose position  is being  filled.   In the

event that there is no  majority of such directors,  then such vacancy shall

be filled at a special meeting of the  shareholders who elected the director

whose position is being filled.

 

Said Classes of stock shall be fully paid  and non-assessable.  No holder of

any stock  of the  company  shall, as  such,  have any  preemptive  right to

purchase or  subscribe for  any shares  of the  capital  stock or  any other

securities of the  company which it  may issue or  sell, whether out  of the

number of shares authorized by the Articles  of Incorporation of the company

as originally filed or by any amendment thereof, or out of the shares of the

capital stock of the company acquired by it  after the issuance thereof, nor

shall any holder of any such  stock, as such, have any  right to purchase or

subscribe for any obligation which the company may  issue or sell that shall

be convertible into or exchangeable  for any shares of  the capital stock of

the company, or  to which shall  be attached  or appertained any  warrant or

warrants or any instrument or  instruments that shall confer  upon the owner

of such obligation,  warrant or  instrument the right  to subscribe  for, or

purchase from the company, any shares of its  capital stock.  Article IV (b)

and (c) shall not be  subject to amendment except  upon the affirmative vote

of the holders of 75% of the issued and outstanding Class A common stock.

 

FIFTH: The affairs  and management of  our said  company shall be  under the

control of a Board  of Directors consisting of  not less than  seven (7) nor

more than  twenty-seven  (27)  persons who  shall  be  stockholders of  this

company, and who,  upon being duly  elected and qualified,  shall manage the

affairs and concerns of our  said company until their  successors are chosen

and qualified, and

 

          A. Vaughn Ayers          4680 West Mexico Ave.

                                   Denver, Colorado

 

          Stanford L. Hyman        421 Magnolia Street

                                   Denver, Colorado

 

          James A. Matson          4960 S. Lafayette St.

                                   Englewood, Colorado

 

          Harold M. Quiat          788 Milwaukee Street

                                   Denver, Colorado

 

          Lars O. Prestrud         118 Krameria Street

                                   Denver, Colorado

 

are hereby designated as the  Directors of this company  to serve until such

time as a complete Board  of Directors shall be  elected by the stockholders

and enter upon the duties of their office.   The Directors are to be elected

by the holders of Class A common stock and  Class B common stock as provided

for in Article IV hereof.

 

SIXTH: The location of the  principal office of our company  in the State of

Colorado is  5670 E.  Evans, Suite  103, Denver,  Colorado.   The registered

office of  the  company  is  1900  First  National  Bank  Building,  Denver,

Colorado, and  Arthur  K.  Underwood,  Jr.,  is  hereby  designated  as  the

registered agent of the company at said address.

 

SEVENTH: The operations  of our  said company  are to be  carried on  in the

State of Colorado  and in such  other states  and territories of  the United

States and in such foreign countries as the Board of Directors may from time

to time determine.

 

EIGHTH: The Board  of Directors  shall have  the power  to make,  alter, and

repeal  such  prudential  bylaws  as  they  may  determine  proper  for  the

management of the affairs of this company in accordance with the statutes in

such case made and provided.

 

NINTH: Cumulative voting shall not be allowed.

 

TENTH: Meetings of the Board  of Directors and meetings  of the stockholders

of said  company may  be held  beyond the  limits of  the State  of Colorado

whenever and at  such place or  places as may  be directed by  the bylaws of

this company, or by the Board of Directors.

 

ELEVENTH: One half (1/2) of the shares entitled to vote, represented in

person or by proxy, shall constitute a quorum at any meeting of the

shareholders.  If a quorum is present, the affirmative vote of the majority

of the shares represented at the meeting and entitled to vote on the subject

matter shall be the  act of the shareholders, unless the vote of  a greater 

number of shares is required  by law.   In the election of Directors a 

quorum shall consist of one half (1/2) of  the shares  of Class  A common 

stock entitled thereat and one half (1/2) of the shares of Class B  common

stock entitled to vote thereat.   Whenever, with respect  to any  action to 

be taken  by the shareholders, the vote or concurrence  of the holders of 

more than one half (1/2) of the shares  as required  by  law with  respect

to  such  action, the provision of the law shall control.

 

TWELFTH: The Restated Articles of Incorporation  correctly set forth without

change the  corresponding provisions  of  the Articles  of  Incorporation as

heretofore amended, and supersede the original Articles of Incorporation and

all amendments thereto.

 

Dated April 10, 1968.

 

                           NATIONAL WESTERN LIFE INSURANCE COMPANY

 

                           By     /s/ Harold E. Riley                      

                                  Its President

 

 

 

               AMENDMENT TO THE ARTICLES OF INCORPORATION OF

                  NATIONAL WESTERN LIFE INSURANCE COMPANY

 

 

 

PURSUANT to the provisions of  the Colorado Insurance Code  and the Colorado

Corporation Act, the  undersigned corporation adopts  the following Articles

of Amendment to its Articles of Incorporation:

 

Article One.  The name of the corporation is NATIONAL WESTERN LIFE INSURANCE

COMPANY.

 

Article Two.  The following  amendment to the Articles  of Incorporation was

duly submitted  to and  adopted by  the stockholders  of the  corporation on

April 25, 1978.  Article IV of the  Articles of Incorporation of the Company

is  amended  by  the  addition  thereto  of  subparagraph  "(d)",  and  said

subparagraph "(d)" of Article IV shall read and provide as follows:

 

"(d) In the event of any 'spin-off' or  distribution 'in-kind' of the shares

of a  subsidiary  corporation  of  the  Corporation,  and  which  subsidiary

corporation has only one class  of stock issued and  outstanding, each share

of Class B  common stock shall  receive only one-half (1/2) of the number of

shares of the subsidiary corporation as are to  be received by each share of

the Class A common stock; and, in the event that such subsidiary corporation

has two classes of stock  which are similar in rights  and privileges to the

Class A common stock  and Class B  common stock of  the Corporation provided

for in this Article, then  the Class A common stock  shall receive 'in-kind'

only that class of shares of the subsidiary  corporation which is similar to

the Class A  common shares,  and the Class  B common  stock shall receive

'in-kind' only that  class of shares  of the subsidiary  corporation which is

similar to the Class B common shares."

 

Article Three.   The total number  of shares of  the corporation outstanding

and entitled to vote at the date of  such adoption was 3,411,682, consisting

of 3,211,682 Class A shares and  200,000 Class B shares.   All of the shares

of each class of stock were entitled to vote  thereon within each class as a

separate class.

 

Article Four.  The number  of shares voted for  such amendment was 2,520,409

(78.48%) of the Class A shares and 200,000 (100%) of the Class B shares; and

the number of shares voted against such amendment  was 48,454 (1.51%) of the

Class A shares.  None of the Class B shares voted against the amendment.

 

DATED this 28  day of April, 1978.

 

 

                    NATIONAL WESTERN LIFE INSURANCE COMPANY

 

                    /s/ Harry L. Edwards             

                    Harry L. Edwards, President

 

                    /s/ James V. Robinson                               

                    James V. Robinson, Secretary

 

 

 

               AMENDMENT TO THE ARTICLES OF INCORPORATION OF

                  NATIONAL WESTERN LIFE INSURANCE COMPANY

 

 

PURSUANT to the provisions of  the Colorado Insurance Code  and the Colorado

Corporation Act, the  undersigned corporation adopts  the following Articles

of Amendment to its Articles of Incorporation:

 

Article One.  The name of the corporation is NATIONAL WESTERN LIFE INSURANCE

COMPANY.

 

Article Two.  The following  amendment to the Articles  of Incorporation was

duly submitted  to and  adopted by  the stockholders  of the  corporation on

April 24,  1979.   Article Eight  of the  Articles  of Incorporation  of the

Company is amended to hereafter  read and provide as follows:

 

"ARTICLE EIGHT: The Board  of Directors shall  have the power  to (a) adopt,

amend, and repeal  such bylaws as  they may determine  to be proper  for the

management of the affairs of  this Company and which  are in accordance with

the statutes of Colorado, and  (b) to adopt plans  relating to dividends and

distributions  in  partial   liquidation,  to  declare   dividends,  and  to

distribute to the  shareholders in partial  liquidation, out of  the capital

surplus of the company, a portion of its assets in cash or property, subject

only to the statutes of  Colorado relating to the  payment of such dividends

or distributions in partial liquidation."

 

Article Three.   The total number  of shares of  the corporation outstanding

and entitled to vote at the date of  such adoption was 3,411,390, consisting

of 3,211,390 Class A shares and  200,000 Class B shares.   All of the shares

of each class of stock were entitled to vote  thereon within each class as a

separate class.

 

Article Four.   The  total number  of shares  voted  for such  amendment was

2,366,406 (69.37%).   2,166,406 (67.46%) of  the Class A  shares and 200,000

(100%) of the Class  B shares voted for  such amendment.   16,022 (0.50%) of

the Class A shares voted against such amendment.  None of the Class B shares

voted against the amendment.

 

DATED this 1 day of May, 1979.

 

                    NATIONAL WESTERN LIFE INSURANCE COMPANY

 

 

                    /s/ Harry L. Edwards                               

                    Harry L. Edwards, President

 

 

                    /s/ James V. Robinson                              

                    James V. Robinson, Secretary

 

 

 

 

RELEVANT PORTIONS OF COMPANY'S ARTICLES OF INCORPORATION

 

 

FOURTH: The amount of the total authorized capital stock of the Company is SEVEN MILLION, SEVEN HUNDRED THOUSAND DOLLARS ($7,700,000.00) divided into Seven Million Five Hundred Thousand (7,500.00) shares of Class A common stock with a par value of One Dollar ($1.00) each, and Two Hundred Thousand (200,000) shares of Class B common stock with a par value of One Dollar ($1.00) each.

Class A and Class B common stock shall be alike in all respects except that:

(a)                 Class A common stock have the exclusive right to elect one-third (1/3) of the total number of directors constituting the whole Board of Directors (treating any fraction as an additional director) and Class B common stock shall have the exclusive right to elect the remaining directors.

(b)                 The cash or in-kind dividends to be paid on each share of the Class B common stock per annum shall be only one-half (1/2) of the cash or in-kind dividends to be paid on each share of the Class A common stock per annum.

(c)                 In the event of the dissolution or winding up of the corporation, whether voluntary or involuntary, the assets shall be distributed among the Class A and Class B stockholders in the following manner:

(i)                 Class A stockholders shall first receive the par value of their shares;

(ii)                 Class B stockholders shall first receive the par value of their shares;

(iii)                 the remaining assets of the corporation shall then divided and distributed to and among the holders of all the stock of the corporation in proportion to the number of shares of the stock held by each, without preference of any one class of stock over any other class.

(d)                 In the event of any spin-off or distribution in-kind of the shares of  a subsidiary corporation of the Corporation, and which subsidiary corporation has only one class of stock issued and outstanding, each share of Class B common stock shall receive only one-half (1/2) of the number of shares of the subsidiary corporation as are to be received by each share of the Class A common stock; and, in the event that such subsidiary corporation has two classes of stock which are similar in rights and privileges to the Class A common stock and Class B common stock of the Corporation provided for in this article, then the Class A common stock shall receive in-kind only that class of shares of the subsidiary corporation which is similar to the Class A common shares, and the Class B common stock shall receive in-kind only that class of shares of the subsidiary corporation which is similar to the Class B common shares.

In the event of a vacancy on the Board of Directors, such vacancy shall be filled by a vote of the majority of the remaining directors elected by the class who elected the directors whose position is being filled.  In the event that there is no majority of such directors, then such vacancy shall be filled at a special meeting of the shareholders who elected the directors whose position is being filled.

Said classes of stock shall be fully paid and non-assessable.  No holder of any stock of the Company shall, as such, have any preemptive right to purchase or subscribe for any shares of the capital stock or any other securities of the Company which it may issue or sell, whether out of the number of shares authorized by the Articles of Incorporation of the Company as originally filed or by any amendment thereof, or out of the shares of the capital stock of the Company acquired by it after the issuance thereof, nor shall any holder of any such stock, as such, have any right to purchase or subscribe for any obligation which the Company may issue or sell that shall be convertible into or exchangeable for any shares of the capital stock of the Company, or to which shall be Attached or appertained any warrant or warrants or any instrument or instruments that shall confer upon the owner of such obligation, warrant, or instrument the right to subscribe for or purchase from the Company, any shares of its capital stock.  Article IV (b) and (c) shall not be subject to amendment except upon the affirmative vote of the holders of 75% of the issued and outstanding Class A common stock.

NINTH:  Cumulative voting shall not be allowed.

ELEVENTH:  One half (1/2) of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of the shareholders.  If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shares is required by law.  In the election of the Directors a quorum shall consist of one- half (1/2) of the shares of Class A common stock entitled thereat and one-half (1/2) of the shares of Class B common stock entitled to vote thereat.   Whenever, with respect to any action to be taken by the shareholders, the vote or concurrence of the holders of more than one-half (1/2) of the shares as required by law with respect to such action, the provision of the law shall control.

[As Filed: 09/05/2008]