Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485BPOS Registration Statement With Exhibits 6 32K
2: EX-99.A Exhibit A 2 18K
3: EX-99.B Exhibit B 2 13K
4: EX-99.C.(1) Exhibit C(1) 23 93K
5: EX-99.C.(2) Exhibit C(2) 23 92K
6: EX-99.C.(3) Exhibit C(3) 6 28K
13: EX-99.D(7) Exhibit D(7) 5 15K
7: EX-99.D.(1) Exhibit D(1) 7± 28K
8: EX-99.D.(2) Exhibit D(2) 4 24K
9: EX-99.D.(3) Exhibit D(3) 5 14K
10: EX-99.D.(4) Exhibit D(4) 3 12K
11: EX-99.D.(5) Exhibit D(5) 5 14K
12: EX-99.D.(6) Exhibit D(6) 2 10K
14: EX-99.E(1) Exhibit E(1) 6 27K
15: EX-99.E.(2) Exhibit E(2) 2 10K
16: EX-99.F Exhibit F 10± 36K
EX-99.D.(2) — Exhibit D(2)
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EXHIBIT D(2)
Charter of American International Life Assurance Company of New York, dated
March 5, 1962
DECLARATION OF INTENTION
AND
CHARTER
OF
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
--------------------------------------------------------------------------------
We, the undersigned, all being natural persons of full age, and at least
two-thirds of us citizens of the United States, and at least three of us
residents of the State of New York, do hereby declare our intention to form a
stock life insurance company for the purpose of doing the kinds of insurance
business authorized by paragraphs "1", "2", "3" and "23" of Section 46 of the
Insurance Law of the State of New York, and for that purpose do adopt the
following charter:
CHARTER OF AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
--------------------------------------------------------------------------------
Sec. 1. The name of this corporation shall be AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK.
Sec. 2. The principal office of the corporation shall be located at 102
Maiden Lane, in the City, County and State of New York.
Sec. 3. The kinds of insurance to be transacted by the corporation shall be:
(1) "Life Insurance", meaning every insurance upon the lives of human
beings and every insurance appertaining thereto. The business of life insurance
shall be deemed to include the granting of endowment benefits; additional
benefits in the event of death by accident or accidental means; additional
benefits operating to safeguard the contract from lapse, or to provide a special
surrender value, in the event of total and permanent disability of the insured;
and optional modes of settlement of proceeds.
(2) "Annuities", meaning all agreements to make periodical payments where
the making or continuance of all or of some of a series of such payments, or the
amount of any such payment, is dependent upon the continuance of human life,
except payments made under the authority f the preceding paragraph.
(3) "Accident and Health Insurance", meaning
(a) 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 workmen's compensation law, except as specified in
subparagraph (b) following; and
(b) Non-cancellable disability insurance, meaning insurance against
disability resulting from sickness, ailment or bodily injury, (but not including
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 such other kind or
kinds of business to the extent necessarily or properly incidental to the kind
or kinds of business which the corporation is specifically authorized to
transact as stated above.
Sec. 4. The corporate powers of this corporation shall be exercised through
a Board of Directors and through such officers and agents as such Board shall
empower.
Sec. 5. The Board of Directors of this corporation shall not be less than
thirteen (13) nor more than twenty-five (25) in number, as from time to time
determined in accordance with the provisions of the By-Laws. However, in no case
shall the number of directors be less than thirteen (13). Directors shall be
elected at each annual meeting of stockholders and each director so elected
shall hold office until the next annual meeting of stockholders and until his
successor is elected and qualified. In the event that the number of directors
duly elected and serving shall be less than thirteen (13), the corporation shall
not for that reason be dissolved, but the vacancy or vacancies shall be filled
as provided in Section 7 hereof.
Sec. 6. The annual meeting of the stockholders of the corporation shall be
held in the State of New York and in accordance with the By-Laws on the fourth
Wednesday of March in each and every year, or, if such day in any year by a
legal holiday, then on the next succeeding business day. Notice of the time and
place of such meeting shall be given as prescribed in the By-Laws and as
required by law, including notice to the Superintendent of Insurance of the
State of New York to the extent required by law. At such meeting the
stockholders shall elect a Board of Directors and shall transact such other
business as may legally come before the meeting.
At any meeting of the stockholders the holders of a majority of the shares
of the capital stock of the corporation, present in person or represented by
proxy, shall constitute a quorum of the stockholders for all purposes, unless
the representation of a larger number shall be required by law, and, in that
case, the representation of the number so required shall constitute a quorum.
At any regular or special stockholders' meeting, each stockholder shall be
entitled to vote in person, or by general power of attorney, or by proxy,
appointed by an instrument in writing, subscribed by such stockholder, or by his
duly authorized attorney, and delivered to the Secretary, and shall have one
vote for each share of stock standing registered in his name on the stock books
of the corporation. The Board of Directors may fix a day, not more than forty
(40) days prior to the day of holding any meeting of the stockholders as the day
as of which stockholders entitled to notice of and to vote at such meeting shall
be determined, and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.
Sec. 7. At all times a majority of the directors shall be citizens and
residents of New York or of adjoining states and not less than three (3) thereof
shall be residents of New York. The directors need to be stockholders of the
corporation. The directors who are salaried officers or employees of the
corporation shall at all times be less than a quorum of the Board of Directors.
If any vacancies shall occur in the Board of Directors by death or
resignation or removal or otherwise, the remaining members of the Board at a
meeting called for that purpose on such notice as may be provided for in the
By-Laws, or at any regular meeting, shall elect a director or directors to fill
the vacancy or vacancies occasioned and each director so elected shall hold
office until the next annual meeting of stockholders. Notice of any election of
a director or directors under the provisions of this Section 7 shall be given to
the Superintendent of Insurance of the State of New York in the manner and to
the extent required by law.
A director may be removed by the majority vote of the stockholders at any
meeting of stockholders. If a request is received from the Superintendent of
Insurance of the State of New York for the removal of a director, the President
or Secretary shall immediately call a Special Meeting of Directors and such
director may be removed by the vote of a majority of the remaining directors
present at such Special Meeting.
Sec. 8. The names and post-office residence addresses of the directors who
shall serve until the first annual meeting of such corporation are as follows:
Name Post-Office Residence Address
---- -----------------------------
John Ahlers 160 Cabrini Blvd., New York 33, N.Y.
Paul M. Anderson 1158 Fifth Avenue, New York 29, N.Y.
Gerarld F. Beal 1 Beekman Place, New York 22, N.Y.
Creighton P. Cunningham 7 Fairview Terrace, Maplewood, N.J.
W. Palmer Dixon 550 Park Avenue, New York 21, N.Y.
Maurice R. Greenberg 1001 Park Avenue, New York 28, N.Y.
Francis F. Randolph 129 East 69th Street, New York 21, N.Y.
Ralph T. Reed 435 East 52nd Street, New York 22, N.Y.
Jack J. Reynolds 1158 Fifth Avenue, New York 29, N.Y.
Cornelius V. Starr 930 Fifth Avenue, New York 21, N.Y.
Gordon B. Tweedy 520 East 86th Street, New York 28, N.Y.
John S. Woodbridge Scott's Cove, Darien, Conn.
William S. Youngman 778 Park Avenue, New York 21, N.Y.
Sec. 9. The duration of the corporate existence of this corporation shall
be perpetual.
Sec. 10. The amount of the capital of this corporation shall be One Million
Dollars ($1,000,000) and shall consist of Ten Thousand (10,000) shares of the
par value of One Hundred Dollars ($100) each.
Sec. 11. The Annual Meeting of the Board of Directors shall be held in the
month of May of each year on a date, time and place which the directors shall
set by resolution at the first quarterly meeting held in March of each year. At
such annual meeting the directors may elect a Chairman of the Board and shall
elect a President from their own number, and also shall elect from their own
number or otherwise, at their discretion, such Vice Presidents and other
officers as may seem advisable to them for the conduct of the corporation's
business, including a Secretary and a Treasurer, who shall hold their offices at
the pleasure of the Board of Directors from the time of their election until the
next succeeding annual meeting and until their successors are elected and
qualified. Any two or more offices may be held by the same person, except that
the duties of President and Secretary shall not be performed by the same person.
In the event of the death, resignation, or removal of any elected officer the
Board of Directors may fill the vacancy. The Board of Directors shall have the
power to delegate powers and duties to persons and to committees to be appointed
by it. At any meeting of the Board of Directors a majority of the Board shall
constitute a quorum for the transaction of business, unless otherwise required
by law or this Charter.
IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed our
seals as of this ______ day of March, 1962.
/s/ Gordon B. Tweedy /s/ Jack J. Reynolds
------------------------------ -------------------------------
Gordon B. Tweedy Jack J. Reynolds
/s/ Frank G. Sterritte /s/ John Ahlers
------------------------------ -------------------------------
Frank G. Sterritte John Ahlers
/s/ Augustus K. Karg /s/ Kenyon D. Ettinger
------------------------------ -------------------------------
Augustus K. Karg Kenyon E. Ettinger
/s/ Arthur F. Searing Creighton P. Cunningham
------------------------------ -------------------------------
Arthur F Searing Creighton P. Cunningham
/s/ Robert L. White /s/ Richard A. McCarthy
------------------------------ -------------------------------
Robert L. White Richard A. McCarthy
/s/ Robert A. McCorkle /s/ Arthur O. King
------------------------------ -------------------------------
Robert A. McCorkle Arthur O. King
/s/ William S. Youngman
-------------------------------
William S. Youngman
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ACKNOWLEDGMENT
STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK)
On this 5th day of March, 1962, before me personally came the
following-named individuals, to me known, who being by me duly sworn did each
acknowledge to me that he resides at the address shown after his respective
name:
Name Post-Office Residence Address
Gordon B. Tweedy 520 East 86th Street, New York 28, N.Y.
Jack J. Reynolds 1158 Fifth Avenue, New York 29, N.Y.
Frank G. Sterritte 28 Fairview Avenue, East Williston, N.Y.
John Ahlers 160 Cabrini Blvd., New York 33, N.Y.
Augustus K. Karg 43 Noe Avenue, Madison, N.J.
Kenyon D. Ettinger 137 Asharoken Avenue, Northport, N.Y.
Arthur F. Searing 200 East 57th Street, New York, 22, N.Y.
Creighton P. Cunningham 7 Fairview Terrace, Maplewood, N.J.
Robert L. White 20 Stone Fence Road, Allendale, N.J.
Richard A. McCarthy 86 Princeton Street, Garden City, N.Y.
Robert A. McCorkle 200 East 71st Street, New York 21, N.Y.
Arthur O. King 1 Washington Sq. Village, New York 12, N.Y.
William S. Youngman 778 Park Avenue, New York 21, N.Y.
and that he is a proposed incorporator of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK and that in such capacity he signed the foregoing
Declaration of Intention and Charter of the said American International Life
Assurance Company of New York as his free act and deed.
/s/ James A. Mackinnon
------------------------
Notary Public
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