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11-10-25-R
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11-10-25-R
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ARTICLES OF MERGER <br />OF <br />CATHOLIC UNTIED FINANCIAL <br />INTO <br />TRUSTED FRATERNAL LIFE <br />The undersigned hereby adopt these Articles of Merger pursuant to the provisions of <br />Minnesota Statutes, Chapter 317A. <br />Catholic United Financial is a Minnesota domiciled fraternal benefit society licensed pursuant <br />to Minnesota Statutes, Chapter 64B, and formed as a Minnesota nonprofit corporation <br />pursuant to Chapter 317A. Trusted Fraternal Life is a Wisconsin domiciled fraternal benefit <br />society licensed pursuant to Wisconsin Statutes, Chapter 614, and formed as a Wisconsin <br />nonstock corporation pursuant to Wisconsin Statutes, Chapter 181. Catholic United Financial <br />and Trusted Fraternal Life are referred to as the "Parties". <br />2. Pursuant to the Plan and Agreement of Merger (the "Plan of Merger") entered into by the <br />Parties on June 27, 2024, and appended to these Articles, Catholic United Financial will merge <br />with and into Trusted Fraternal Life as the surviving corporation effective on January 1, 2025 <br />(the 'Effective Date"). <br />3. The Plan of Merger has been approved by board of directors and members with voting rights <br />of each of the Parties. <br />4. Notice to the attorney general pursuant to Minnesota Statutes, Section 317A.811 is not <br />required because neither of the Parties holds assets for a charitable purpose, or have a tax <br />exemption under section 501(c)(3) of the Internal Revenue Code of 1986. <br />5. Catholic United Financial irrevocably appoints the Minnesota Secretary of State as its <br />agent to accept service of process in any proceeding. Any such process may be <br />forwarded to 3499 Lexington Avenue North, St. Paul Minnesota, 55126, attention: <br />Michael Ahles. <br />STATE OF (011`ii\1CSOTA <br />DEPARTP,`.--NT 0I= COMMERCE <br />I hereby certify that this is a true <br />anti con�Vote copy or the docuriient cs <br />filed for record in this office. <br />Datcd: -A?-j -Z�L-jZk--)2iA __ <br />G^���niissic ^r�i C,c�r��rr�erc4 <br />Ey: <br />CORE/2062072.0032/193551223.2 <br />Catholic United Financial <br />By: u-t <br />Michael M. Ahles, <br />President, CEO and Chair of the Board <br />Trusted Fraternal Life <br />By: 4�&Yo�� <br />John T. Borgen, <br />President and Chief Executive Officer <br />
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