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PROPOSED CERTIFICATE OF ORGANIZATION
OF
ANTHEM HEALTH PLANS OF MAINE, INC.
STATE OF MAINE
CERTIFICATE OF ORGANIZATION
(Articles of Incorporation)
Anthem Health Plans of Maine, Inc.
(A quasi-public corporation under 13-A M.R.S.A. § 404,
in the business of insurance)
Pursuant to Title 24-A M.R.S.A., Chapter 47, Sections 3306-3309 and all other applicable law, the undersigned, acting as incorporators, hereby associate ourselves together with the intention of forming a private, domestic stock mutual insurer, and adopt this Certificate of Organization, stating the following:
ARTICLE ONE
The name of the corporation is Anthem Health Plans of Maine, Inc. (hereinafter referred to as "Corporation") and its principal business location in Maine is in South Portland (Cumberland County). The address of the Corporation's registered office in the State of Maine is One Monument Square, Portland, Maine 04101. The name of its Clerk at such address is: James B. Zimpritch.
ARTICLE TWO
The Corporation is to have perpetual existence.
ARTICLE THREE
The Corporation is organized as a quasi-public corporation, within the meaning of 13-A M.R.S.A. § 404, for the purpose of transacting the following kind of insurance as defined by Title 24-A: health insurance.
ARTICLE FOUR
The total number of shares of stock which the Corporation has authority to issue is 1,000 shares of Common Stock, all one class, with par value of $1,000.00 per share. Each outstanding share has equal rights in every respect with every other share, except that treasury stock does not have dividend or voting rights. Shares without par value are not authorized.
ARTICLE FIVE
The shares of the Corporation's stock shall not be subject to assessment.
ARTICLE SIX
The name and residence address of the Incorporators of the Corporation is as follows:
Douglas R. Fauth
12147 Bayhill Drive
Carmel, IN 46033James B. Zimpritch
1 Ricker Park
Portland, ME 04101Steven J. Scott
6 Mackworth Street
Portland, ME 04103
Each of the Incorporators is a citizen of the United States.
ARTICLE SEVEN
The number of directors constituting the initial board of directors of the Corporation is seven (7). The names and mailing addresses of the initial Board of Directors, who shall serve until the first annual meeting of the shareholders or until their successors are elected and shall qualify, are as follows:
David R. Frick
120 Monument Circle
Indianapolis, IN 46024Larry C. Glasscock
120 Monument Circle
Indianapolis, IN 46024Michael L. Smith
120 Monument Circle
Indianapolis, IN 46024Nancy L. Purcell
120 Monument Circle
Indianapolis, IN 46024Douglas R. Fauth
120 Monument Circle
Indianapolis, IN 46024George D. Martin
120 Monument Circle
Indianapolis, IN 46024Robert F. Schneider
120 Monument Circle
Indianapolis, IN 46024
The Board of Directors is authorized to increase or decrease the number of directors. The minimum number shall be seven (7) and the maximum number shall be fifteen (15).
ARTICLE EIGHT
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation.
ARTICLE NINE
Meetings of stockholders may be held within or without the State of Maine, as the By-Laws may provide. The books of the Corporation may be kept outside the state of Maine at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.
ARTICLE TEN
The are no preemptive rights.
ARTICLE ELEVEN
To the fullest extent permitted by the Maine Business Corporation Act as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of any duty as a director. Any repeal or modification of this Article Eleven shall not adversely affect any right or protection of a director of the Corporation existing or arising out of facts or incidents prior to the time of such repeal or modification.
ARTICLE TWELVE
To the fullest extent permitted by the Maine Business Corporation Act as the same exists or may hereinafter be amended, the Corporation may indemnify persons for monetary damages and/or payment of corporate debts. Any repeal or modification of this Article Twelve shall not adversely affect any right or protection of a director of the Corporation existing or arising out of facts or incidents prior to the time of such repeal or modification.
ARTICLE THIRTEEN
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Organization in the manner now or hereinafter prescribed herein and by the laws of the State of Maine, and all rights conferred upon stockholders herein are granted subject to this reservation.
THE UNDERSIGNED, being an Incorporator hereinbefore named, for the purpose of forming a domestic stock insurer pursuant to Maine Insurance Code , does make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand this ____ day of ______________, .
Douglas R. Fauth
Incorporator
THE UNDERSIGNED, being an Incorporator hereinbefore named, for the purpose of forming a stock insurer pursuant to Maine Insurance Code , does make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand this ____ day of ______________, .
James B. Zimpritch
Incorporator
THE UNDERSIGNED, being an Incorporator hereinbefore named, for the purpose of forming a stock insurer pursuant to Maine Insurance Code, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand this ____ day of ______________, .
Steven J. Scott
Incorporator
STATE OF MAINE ,
CUMBERLAND, ss.
Then personally appeared the above-named Douglas R. Fauth, an Incorporator of the foregoing Corporation, and made oath to the foregoing articles by him described, that the same is true.
Before me,
Attorney-at-Law
STATE OF MAINE ,
CUMBERLAND, ss.
Then personally appeared the above-named James B. Zimpritch, an Incorporator of the foregoing Corporation, and made oath to the foregoing articles by him described, that the same is true.
Before me,
Attorney-at-Law
STATE OF MAINE ,
CUMBERLAND, ss.
Then personally appeared the above-named Steven J. Scott, an Incorporator of the foregoing Corporation, and made oath to the foregoing articles by him described, that the same is true.
Before me,
Attorney-at-Law
CERTIFICATION AND APPROVAL
STATE OF MAINE
Office of Attorney General
I hereby certify that I have reviewed the foregoing Certificate of Organization (Articles of Incorporation) of Anthem Health Plans of Maine, Inc., and said Certificate complies with law as to form and contents, pursuant to the provisions of 24-A M.R.S.A. § 3307.
Dated: ,
Assistant Attorney General
CERTIFICATE OF APPROVAL
STATE OF MAINE
Department of Professional and Financial Regulation
Bureau of Insurance
I have reviewed the foregoing Certificate of Organization (Articles of Incorporation) of Anthem Health Plans of Maine, Inc., and hereby approve such amendment pursuant to 24-A M.R.S.A. § 3309.
Dated: ,
Superintendent of Insurance