EX-99.27(F)(2)(C) 8 dex9927f2c.txt AMENDMENT TO BY-LAWS [LOGO OF Manulife Financial] THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) SECRETARY'S CERTIFICATE I, KWONG L. YIU, Assistant Secretary of THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) (the "Company"), a corporation existing under the laws of the State of Michigan, hereby certify that the attached document is a true copy of the Company's By-laws dated December 2nd, 1992, as amended, and that the same remains in full force and effect to date. GIVEN AND CERTIFIED, at the City of Toronto, Province of Ontario, with the Common Seal hereto affixed by the undersigned having custody of the same as Assistant Secretary of the Company, this 6th day of August, 2004. THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) By: /s/ K.L. Yiu ----------------------------- Assistant Secretary Period LOGO OF STATE OF MICHIGAN July 27/04 STATE OF MICHIGAN OFFICE OF FINANCIAL AND INSURANCE JENNIFER M. GRANHOLM SERVICES LINDA A. WATTERS GOVERNCR DEPARTMENT OF LABOR & ECONOMIC GROWTH COMMISSIONER DAVID C. HOLLISTER, DIRECTOR July 20, 2004 Mr. Kwong L. Yiu Assistant Secretary The Manufacturers Life Insurance Company (U.S.A.) Executive Office 200 Bloor Street, East Toronto Ontario M4W 1E5 RE: The Manufacturers Life Insurance Company (U.S.A.) DearMr. Yiu: This acknowledges receipt of the bylaw amendments of The Manufacturers Life Insurance Company (U.S.A.) as adopted by the Board of Directors on June 2, 2004. These are filed pursuant to the provision of Section 5228 of the Michigan Insurance Code. The bylaws have been filed without review, in the Company's corporate file. Sincerely, /s/ Sue A. Houseman ---------------------------------- Sue A. Houseman Application Coordinator Enterprise Monitoring & Insurance Examination Division 611 W. OTTAWA STREET . P.O. BOX 30220 . LANSING, MICHIGAN (Pounds)309.7720 TOLL FREE (677) 99S-644J LOCAL (517) 373-0220 [LOGO OF Manulife Financial] Kwong L. Yiu Assistant Secretary Phone:(416)926-6313 Fax: (4 16)926-5403 E-mail: Kwong yiu@manulife.com July 16,2004 By Courier Hon. Commissioner of Insurance Michigan Office of Financial and Insurance Services Department of Consumer & Industry Services 611 W. Ottawa St. 3rd floor Lansing, Michigan 48909 Attn: Sue Houseman Dear Ms. Houseman: RE: The Manufacturers Life Insurance Company (U.S.A.) (the "Company") Amendment to Company's By-laws, Article I Please be advised that at its Board of Directors' meeting held on June 2nd, 2004, the Company has adopted a resolution approving the change of the Company's name, to take effect January 1. 2005, by amending Article I of its By-Jaws by the said Article in its entirety and replacing same with the following: ARTICLE I-NAME This corporation shall be known as John Hancock Life Insurance Company (U.S.A.) (formerly The Manufacturers Life Insurance Company (U.S.A.)). Please accept for filing the attached Secretary's Certificate (in triplicate) regarding the change of name to the Company's By-laws, Thank you for your attention, and if you have any questions, please let me know. Yours truly, Kwong L. Yiu ------------------------- Kwong L. Yiu /mh The Manufacturers Life Insurance Company (U.S.A.) Executive Office 200 Bloor Street, East Toronto. ON M4W 1E5 www.manulife.com Manulife Financial and the block design are registered service marks and trademarks of the Manufactures Life insurance company and are used by affiliates including Menulife financial corporation. [LOGO OF Gil Manulife Financial] THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) SECRETARY'S CERTIFICATE I, KWONG L. YIU, Assistant Secretary of THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) (the "Company"), a corporation existing under the laws of the State of Michigan, hereby certify that the following is a true copy of a Resolution adopted by the Board of Directors at its meeting held on Wednesday, June 2nd, 2004, and that the same has not been revoked or modified and remains in full force and effect as of the date of this Certificate: Approval of Name Change RESOLVED, that subject to approval of the stockholder and the Michigan Office of financial Insurance Services, the Articles of Redomestication of the Company be amended by changing the name of the Company from The Manufacturers Life Insurance Company (U.S.A.) to John Hancock Life Insurance Company (U.S.A.) and specifically, Article I of the Company's Articles of Redomestication (The "Articles") shall be amended to read in its entirety as follows: Article I "The name assumed by this corporation and by which it shall be known in law is: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) and its principal office for the transaction of business shall be in the City of Bloomfield Hills, State of Michigan." FURTHER RESOLVED, that the change of the Company's name shall take effect on the later of January 1, 2005 or the date approval of the revised Articles by the Michigan Office of Financial Insurance Services is received; FURTHER RESOLVED, that the change of the Company's name be recommended to the stockholder of the Company; FURTHER RESOLVED, that on such date the change of the Company's name shall take effect. Article I of the By-laws of the Company shall be deleted in its entirety and replaced with the following: ARTICLE I - NAME This corporation shall be known as John Hancock Life Insurance Company (U.S.A.) The Manufacturers Life Insurance Company (U.S.A.) Executive Office 200 Bloor Street East, Toronto, ON M4W 1E5 www. manulife.com Manulife Financial and the block design are registered service marks and trademarks of the Manufactures Life insurance company and are used by affiliates including Menulife financial corporation. FURTHER RESOLVED that if any state requires the re-appointment of the Commissioner of Insurance or any other public official as attorney to accept service of process for (Company name) that such, official is hereby so appointed, FURTHER RESOLVED, that the President, the Chief Financial Officer, the Chief Administrative Officer, and the General Counsel and Secretary of the Company, or any one of them, be and hereby are, authorized and directed to file or caused to be filed with Michigan Office of Financial Insurance Services and any other official in the states in which the Company conducts business such Certificate of Amendment and and and all other documents including, but not limited. Application to amend the Company's Certificate of Authority, Consent to Service of Process, Appointment of Attorney to Accept Service of Process, and to take all such actions as he or she may deem necessary or appropriate to effectuate the change of the Company's name provided for in these resolutions. GIVEN AND CERTIFIED, at the City of Toronto, Province of Ontario, with the Common Seal hereto affixed by the undersigned having custody of the same as Secretary of the Company, this 16th day of July, 2004. THE MANUFACTURERS LIFE INSURANCE,COMPANY (U.S.A.) By: /s/ K.L.Yiu ----------------------------- Assistant Secretary -2-