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> Document 509 : INS 99-14 : Hearing Decision
March 7, 2000 VIA HAND DELIVERY Alessandro A. Iuppa Superintendent of Insurance c/o Lyndy Morgan Docket No. INS-99-14 Maine Department of Professional & Financial Regulation Bureau of Insurance 124 Northern Avenue Gardiner, Maine 04345 Re: Anthem / Blue Cross Blue Shield of Maine: Anthem Health Plans of Maine, Inc. Certificate of Organization Dear Superintendent Iuppa: Pursuant to 24-A M.R.S.A. § 3307(1) and Item 2 of the Order on Completeness dated February 25, 2000, I enclose four executed originals of the Certificate of Organization of Anthem Health Plans of Maine, Inc. As required by the Order, the Certificate of Organization, originally submitted in draft form at Tab 5B of the Initial Consolidated Filing on September 15, 1999, has been changed in the following ways:
Please let me know if I can be of further assistance in this matter. Very truly yours,
James B. Zimpritch
Enclosures cc: Robert S. Frank, Esq. (via hand delivery) Judith Chamberlain, Esq. (via hand delivery) William Laubenstein, Esq. (via hand delivery) Michele M. Garvin, Esq. (via email) Gordon H. Smith, Esq. (via email) Gregory A. Brodek, Esq. (via email) Joseph P. Ditre, Esq. (via email) Robert I. Goldman (via email) Bonnie Post (via email) John Dieffenbacher-Krall (via email) Donald E. Quigley, Esq. (via email) Sandra L. Parker, Esq. (via email) Kellie P. Miller, M.S. (via email) Edward Miller (via email) CERTIFICATE OF ORGANIZATION 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 and agent for service of process 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 health insurance as defined by Title 24-A and operating a health maintenance organization as a line of business. ARTICLE FOUR The total number of shares of stock which the Corporation has authority to issue is 2,500 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: Name Residence Address Douglas R. Fauth 12147 Bayhill Drive Carmel, IN 46033 James B. Zimpritch 1 Ricker Park Portland, ME 04101 Steven 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: Name Mailing Address David R. Frick 120 Monument Circle, Indianapolis, IN 46024 Larry C. Glasscock 120 Monument Circle, Indianapolis, IN 46024 Michael L. Smith 120 Monument Circle, Indianapolis, IN 46024 Nancy L. Purcell 120 Monument Circle, Indianapolis, IN 46024 Douglas R. Fauth 120 Monument Circle, Indianapolis, IN 46024 George D. Martin 120 Monument Circle, Indianapolis, IN 46024 Robert 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 The books of the Corporation shall be kept at its principal place of business and home office in the State of Maine and shall not be removed from the State of Maine without the prior written consent of the Superintendent of Insurance in accordance with Title 24-A M.R.S.A. § 3408. 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 March, 2000.
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 March, 2000.
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 March, 2000.
Steven J. Scott Incorporator STATE OF MAINE March , 2000 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, Notary Public/Attorney-at-Law
STATE OF MAINE March , 2000 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,
Notary Public/Attorney-at-Law
STATE OF MAINE March , 2000 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,
Notary Public/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: March , 2000 Assistant Attorney General
CERTIFICATE OF APPROVAL STATE OF MAINE
I have reviewed the foregoing Certificate of Organization (Articles of Incorporation) of Anthem Health Plans of Maine, Inc., and hereby approve said Certificate as to form and contents, pursuant to the provisions of 24-A M.R.S.A. § 3307. Dated: March , 2000 Superintendent of Insurance
CERTIFICATE OF SERVICE The undersigned hereby certifies that on March 7, 2000 a copy of Anthem Health Plans of Maine, Inc.’s Certificate of Organization was served by electronic mail, or, where indicated, by hand delivery, on each of the persons listed below.
DATED: March 7, 2000
_________________________ James B. Zimpritch, Esq. Jeffrey M. White, Esq. Catherine R. Connors, Esq. PIERCE ATWOOD Portland, Maine 04101 (207) 791-1100 Attorneys for Anthem Insurance
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