EXHIBIT 3.1
EXH 3.1
BYLAWS
OF
AMERICAN FAMILY CORPORATION
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be in the
State of Georgia, County of Muscogee.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of Georgia as the Board
of Directors may from time to time determine and the business of the
Corporation may require or make desirable.
ARTICLE II
SHAREHOLDERS MEETINGS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders of
the Corporation shall be held at the principal office of the Corporation or
at such other place in the United States as may be determined by the Board of
Directors, on the fourth Monday in April of each calendar year (or on the
next succeeding business day if said fourth Monday in April is a legal
holiday in any year) or at such other time and date as shall be determined by
the Board of Directors, for the purpose of electing directors and transacting
such other business as may properly be brought before the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
shall be held at the principal office of the Corporation or at such other
place in the United States as may be designated in the notice of said
meetings, upon call of the Chairman of the Board of Directors or the Chief
Executive Officer and shall be called by the President or the Secretary when
so directed by the Board of Directors or at the request in writing of the
holders of shares representing all of the votes entitled to be cast by the
holders of all the issued and outstanding capital stock of the Corporation
entitled to vote thereat. Any such request shall state the purpose for which
the meeting is to be called.
SECTION 3. NOTICE OF MEETINGS. Written notice of every meeting of
shareholders, stating the place, date and hour of the meeting, shall be given
personally or by mail to each shareholder of record entitled to vote at such
meeting not less than 10 nor more than 60 days before the date of the
meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid
addressed to the shareholder at his address as it appears on the Corporation'
s record of stockholders. Attendance of a shareholder at a meeting of
shareholders shall constitute a waiver of objection to: (a) lack of notice or
defective notice of such meeting unless the shareholder at the beginning of
the meeting, objects to holding the meeting or transacting business at the
meeting, and (b) consideration of a particular matter at the meeting which is
not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
Notice need not be given to any shareholder who signs a waiver of notice, in
person or by proxy, either before or after the meeting.
SECTION 4. QUORUM. The holders of shares representing a majority of
the votes entitled to be cast by the holders of all the issued and
outstanding stock of the Corporation entitled to vote thereat, present in
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person or represented by proxy, shall constitute a quorum for the transaction
of business at all meetings of the shareholders except as otherwise provided
by statute, by the Articles of Incorporation, or by these Bylaws. If a
quorum is not present or represented at any meeting of the shareholders, the
holders of shares representing a majority of the votes entitled to be cast by
those present in person or represented by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If after
the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.
SECTION 5. VOTING. When a quorum is present at any meeting, the vote
of the holders of stock representing a majority of the voting power, as
defined in the Articles of Incorporation, present in person or represented by
proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of law or of the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of the question. Each
shareholder shall at every meeting of the shareholders be entitled to vote,
as defined, in person or by proxy for each share of the capital stock having
voting power registered in his name on the books of the Corporation, but no
proxy shall be voted or acted upon after 11 months from its date, unless
otherwise provided in the proxy.
SECTION 6. CONSENT OF SHAREHOLDERS. Any action required or permitted
to be taken at any meeting of the shareholders may be taken without a meeting
if all of the shareholders entitled to vote on the action consent thereto in
writing, setting forth the action so taken, and signing and delivering such
consent to the Secretary of the Corporation. Such consent shall have the
same force and effect as a unanimous vote of shareholders.
SECTION 7. LIST OF SHAREHOLDERS. The Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving their names
and addresses and the number, class and series, if any, of the shares held by
each. The officer who has charge of the stock transfer books of the
Corporation shall prepare and make, before every meeting of shareholders or
any adjournment thereof, a complete list of the shareholders entitled to vote
at the meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number and class and series, if any, of shares
held by each. The list shall be produced and kept open at the time and place
of the meeting and shall be subject to inspection by any shareholder during
the whole time of the meeting for the purposes thereof. The said list may be
the Corporation's regular record of shareholders if it is arranged in
alphabetical order or contains an alphabetical index and otherwise conforms
with the requirements specified by law.
ARTICLE III
DIRECTORS
SECTION 1. POWERS. The property, affairs and business of the
Corporation shall be managed and directed by its Board of Directors, which
may exercise all powers of the Corporation and do all lawful acts and things
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which are not by law, by the Articles of Incorporation or by these Bylaws
directed or required to be exercised or done by the shareholders.
SECTION 2. NUMBER, ELECTION AND TERM. The number of directors which shall
constitute the whole Board shall be not less than three (3) or more than
twenty-five (25). The specific number of directors within such range shall
be fixed or changed from time to time by a majority of the Board of Directors
then in office. A decrease in the number of directors shall not have the
effect of shortening the term of any incumbent director. Except as otherwise
provided in these Bylaws, shareholders shall elect directors by a vote of not
less than a plurality of the votes present in person or represented by proxy
at the meeting. Each director elected shall hold office until his successor
is elected and qualified or until his earlier resignation, removal from
office or death. Directors shall be natural persons between the ages of 21
and 75 years, inclusive, but need not be residents of the State of Georgia or
shareholders of the Corporation.
SECTION 3. RESIGNATION. Any director who shall miss three or more
regular meetings of the Board of Directors within any twelve month period,
whether or not the meetings missed are consecutive, shall be deemed to have
automatically resigned as a director, provided that the automatic resignation
may be waived by resolution adopted by a majority vote of the remaining
directors with the written consent of the resigned director, in which event
said director shall remain on the Board.
SECTION 4. VACANCIES. Vacancies, including vacancies resulting from
any increase in the number of directors, but not including vacancies
resulting from removal from office by the shareholders (except as provided in
Section 9 of this Article III), may be filled by the shareholders, by the
Board of Directors, or by the affirmative vote of a majority of the directors
remaining in office, though less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified unless sooner
displaced. If there are no directors in office, then vacancies shall be
filled through election by the shareholders.
SECTION 5. MEETINGS AND NOTICE. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Georgia. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by resolution of the Board. Special meetings of the Board may be
called by the Chairman of the Board or Chief Executive Officer or by any two
directors on one day's oral, telegraphic or written notice duly given or
served on each director personally, or three days' notice deposited, first
class postage prepaid, in the United Sates mail. Such notice shall state a
reasonable time, date and place of meeting, but the purpose need not be
stated therein. Notice need not be given to any director who signs a waiver
of notice either before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting except when the
director states, at the beginning of the meeting (or promptly upon his
arrival), any such objection or objections to holding the meeting or the
transaction of business at the meeting and does not subsequently vote for or
assent to action taken at the meeting.
SECTION 6. QUORUM. At all meetings of the Board a majority of
directors in office immediately before the meeting begins shall constitute a
quorum for the transaction of business, and the act of a majority of the
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directors present at any meeting at which there is a quorum shall be the act
of the Board, except as may be otherwise specifically provided by law, by the
Articles of Incorporation, or by these Bylaws. If a quorum shall not be
present at any meeting of the Board, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
SECTION 7. CONSENT OF DIRECTORS. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, setting forth the
action so taken, and the writing or writings are filed with the minutes of
the proceedings of the Board or committee. Such consent shall have the same
force and effect as a unanimous vote of the Board.
SECTION 8. COMMITTEES. The Board of Directors may by resolution passed
by a majority of the whole Board, designate from among its members one or
more committees, each committee to consist of one or more directors. The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of such
committee. Any such committee, to the extent allowed by law and provided in
the resolution establishing such committee, shall have and may exercise all
of the authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that it shall have no authority with
respect to (1) amending the Articles of Incorporation or these Bylaws; (2)
adopting a plan of merger or consolidation; (3) the sale, lease, exchange or
the disposition of all or substantially all the property and assets of the
Corporation; and (4) a voluntary dissolution of the Corporation or a
revocation thereof. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the
Board of Directors. A majority of each committee may determine its action
and may fix the time and places of its meetings, unless otherwise provided by
the Board of Directors. Each Committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.
SECTION 9. REMOVAL OF DIRECTORS. At any shareholders' meeting with
respect to which notice of such purpose has been given, any director may be
removed from office, with or without cause, by the vote of the holders of a
majority of the stock having voting power and entitled to vote for the
election of directors, and his successor may be elected at the same or any
subsequent meeting of shareholders, or by the Board as permitted by law.
SECTION 10. COMPENSATION OF DIRECTORS. Directors shall be entitled to
such reasonable compensation for their services as directors or members of
any committee of the Board as shall be fixed from time to time by resolution
adopted by the Board, and shall also be entitled to reimbursement for any
reasonable expenses incurred in attending any meeting of the Board or any
such committee.
SECTION 11. EXECUTIVE COMMITTEE. The Executive Committee will consist
of at least five directors, including the Chief Executive Officer, the Deputy
Chief Executive Officer, the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, the President, and such number of other
directors as the Board of Directors may from time to time determine. The
Executive Committee shall have and may exercise, during the intervals between
meetings of the Board of Directors, all of the powers of the Board of
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Directors which may be lawfully delegated. Meetings of the Executive
Committee shall be held at such times and places to be determined by the
Chairman of the Executive Committee. At all meetings of the Executive
Committee, a majority of the members thereof shall constitute a quorum. The
Executive Committee may make rules for the conduct of its business and may
appoint such committees and assistants as it may deem necessary. The Chief
Executive Officer (or another member of the Executive Committee chosen by
him) shall be the Chairman of the Executive Committee. During the intervals
between meetings of the Executive Committee, the Chief Executive Officer
shall possess and may exercise such of the powers vested in the Executive
Committee as from time to time may be lawfully conferred upon him by
resolution of the Board of Directors or the Executive Committee.
ARTICLE IV
OFFICERS
SECTION 1. NAME AND NUMBER. The officers of the Corporation, who shall
be chosen by the Board of Directors are as follows: Chief Executive Officer,
Deputy Chief Executive Officer, Chairman of the Board of Directors, Vice
Chairman of the Board of Directors, President, Executive Vice President,
Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer. The
Board of Directors may appoint additional specially designated vice
presidents, assistant secretaries and assistant treasurers. Any number of
offices, except the offices of President and Secretary, may be held by the
same person. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board. The Board may, in its discretion, leave any
of the above offices vacant for any length of time.
SECTION 2. COMPENSATION. The salaries of all officers set forth in
Section 1 of this Article IV shall be fixed by the Board of Directors or a
committee or officer appointed by the Board. Salary payments made to an
officer of the Corporation that shall be disallowed in whole or in part as a
deductible expense by the Corporation for Federal Income Tax purposes shall
be reimbursed by such officer to the Corporation to the full extent of the
disallowance. It shall be the duty of the Board of Directors to enforce
payments of each such amount disallowed.
SECTION 3. TERM OF OFFICE. Unless otherwise provided by resolution of
the Board of Directors, the principal officers shall serve until their
successors shall have been chosen and qualified, or until their death,
resignation or removal as provided by these Bylaws.
SECTION 4. REMOVAL. Any officer may be removed from office at any
time, with or without cause, by the Board of Directors.
SECTION 5. VACANCIES. Any vacancy in an office resulting from any
cause may be filled by the Board of Directors.
SECTION 6. POWERS AND DUTIES. Except as hereinafter provided, the
officers of the Corporation shall each have such powers and duties as
generally pertain to their respective offices, as well as such powers and
duties as from time to time may be conferred by the Board of Directors to the
extent consistent with these Bylaws.
(a) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall keep
the Board of Directors fully informed, and shall make a statement
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of the affairs of the Corporation at the annual meeting of the
shareholders. He shall have the general superintendence and
direction of all the other officers of the Corporation and of the
agents, independent contractors and employees thereof and to see
that their respective duties are properly performed. He shall,
for and on behalf of the Corporation, exercise the voting powers
of all stock of other companies owned by the Corporation. He may
sign and execute all authorized bonds, notes, drafts, checks,
acceptances or other obligations, reinsurance contracts and other
contracts in the name of the Corporation. He shall operate and
conduct the business and affairs of the corporation according to
the orders and resolutions of the Board of Directors, and
according to his own discretion whenever and wherever such
discretion is not expressly limited by such orders and
resolutions. He shall have the power to sue and be sued, complain
and defend, in all courts, and to participate and bind the
Corporation in any judicial, administrative, arbitrative,
settlement or other action, litigation or proceeding. All
officers may be removed with or without cause at any time by the
Chief Executive Officer whenever the Chief Executive Officer, in
his absolute discretion, shall consider that the best interests
of the Corporation will be served thereby.
(b) DEPUTY CHIEF EXECUTIVE OFFICER. In the absence of the Chief
Executive Officer, or in the event of his temporary disability or
inability to act, or in the event the Chief Executive Officer
expressly so directs, the Deputy Chief Executive Officer shall
perform the duties of Chief Executive Officer, and when so acting
shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer. Upon the death,
permanent disability, or resignation of the Chief Executive
Officer, the Deputy Chief Executive Officer shall become Chief
Executive Officer and shall succeed to such duties and powers
subject to such restrictions. In the event the office of Vice
Chairman shall become vacant for any reason, the Deputy Chief
Executive Officer shall, in addition to his then current duties,
become Vice Chairman and shall succeed to the duties and powers
of such office. The Deputy Chief Executive Officer shall do and
perform such other duties as may from time to time be assigned to
him by the Board of Directors or by the Chief Executive Officer.
(c) CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors shall preside at all meetings of the Directors and
shareholders and shall perform such other duties as may be
assigned by the Board of Directors.
(d) VICE CHAIRMAN OF THE BOARD OF DIRECTORS. In the absence of the
Chairman of the Board of Directors, or in the event of his
inability to act, the Vice Chairman of the Board of Directors
shall perform the duties of the Chairman of the Board of
Directors, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the Chairman of the Board
of Directors. Upon the death, permanent disability, or
resignation of the Chairman of the Board of Directors, the Vice
Chairman shall become the Chairman of the Board and shall succeed
to such duties and powers subject to such restrictions. The Vice
Chairman of the Board of Directors shall do and perform such
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other duties as may from time to time be assigned to him by the
Board of Directors or by the Chairman of the Board.
(e) PRESIDENT. The President shall keep the Board of Directors fully
informed. He may sign and execute all authorized bonds,
contracts, notes, drafts, checks, acceptances or other
obligations in the name of the Corporation, and with the
Secretary he may sign all certificates of shares in the capital
stock of the Corporation. The President shall do and perform
such other duties as may from time to time be assigned to him by
the Board of Directors or by the Chief Executive Officer.
(f) EXECUTIVE VICE-PRESIDENT. In the absence of the President or in
the event of his inability or refusal to act, the Executive Vice-
President (or in the event there be more than one Executive Vice-
President, the Executive Vice-Presidents in the order designated,
or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Executive Vice-Presidents
shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
(g) SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the Shareholders and record all
the proceedings of the meetings of the Corporation and of the
Board of Directors in a book to be kept for that purpose and
shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or Chief Executive Officer,
under whose supervision he shall be. He shall have custody of
the corporate seal of the Corporation and he, or an assistant
secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant secretary.
The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the
affixing by his signature.
(h) ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the assistant secretaries in the order determined
by the Board of Directors (of if there be no such determination,
then in the order of their election), shall, in the absence of
the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
(i) TREASURER. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation
and shall deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. He shall disburse
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the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and
shall render regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which
shall be renewed every six years) in such sum and with such
surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
Corporation.
(j) ASSISTANT TREASURER. The Assistant Treasurer, or if there shall
be more than one, the assistant treasurers in the order
determined by the Board of Directors (or if there be no such
determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
(k) For purposes of this Section 6, "disability" shall mean the
significant impairment, resulting from any physical or mental
condition, of the Chief Executive Officer's ability to perform
his duties, for a period of six or more consecutive months.
SECTION 7. VOTING SECURITIES OF CORPORATION. Unless otherwise ordered
by the Board of Directors, the Chief Executive Officer shall have full power
and authority on behalf of the Corporation to attend and to act and vote at
any meetings of security holders of corporations in which the Corporation may
hold securities, and at such meetings shall possess and may exercise any and
all rights and powers incident to the ownership of such securities which the
Corporation might have possessed and exercised if it had been present. The
Board of Directors by resolution from time to time may confer like powers
upon any other person or persons.
ARTICLE V
CERTIFICATES OF STOCK
SECTION 1. FORM OF CERTIFICATE. Every holder of fully-paid stock in
the Corporation shall be entitled to have a certificate in such form as the
Board of Directors may from time to time prescribe.
SECTION 2. LOST CERTIFICATES. The Board of Directors may direct that a
new certificate be issued in place of any certificate theretofore issued by
the Corporation and alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.
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SECTION 3. TRANSFERS.
(a) Transfers of shares of the capital stock of the Corporation shall
be made only on the books of the Corporation by the registered
holder thereof, or by his duly authorized attorney, or with a
transfer clerk or transfer agent appointed as in Section 5 of
this Article provided, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of
all taxes thereon.
(b) The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and for all
other purposes, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
(c) Shares of capital stock may be transferred by delivery of the
certificates therefore, accompanied either by an assignment in
writing on the back of the certificates or by separate written
power of attorney to sell, assign and transfer the same, signed
by the record holder thereof, or by his duly authorized attorney
in fact but no transfer shall affect the right of the Corporation
to pay any dividend upon the stock to the holder of record as the
holder in fact thereof for all purposes, and no transfer shall be
valid, except between the parties thereto, until such transfer
shall have been made upon the books of the Corporation as herein
provided.
(d) The Board may, from time to time, make such additional rules and
regulations as it may deem expedient, not inconsistent with these
Bylaws or the Articles of Incorporation, concerning the issue,
transfer, and registration of certificates for shares of the
capital stock of the Corporation.
SECTION 4. RECORD DATE. In order that the Corporation may determine
the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to demand a special meeting, or
to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the proposal of any other
lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than 70 days and,. in case of a meeting of
shareholders, not less than 10 days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no
record date is fixed by the Board for the determination of shareholders
entitled to notice of and to vote at any meeting of shareholders, the record
date shall be at the close of business on the day next receding the day on
which the notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. If no record
date is fixed for other purposes, the record date shall be at the close of
business on the day next preceding the day on which the Board of Directors
adopts the resolution relating thereto. A determination of Shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board of Directors shall
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fix a new record date for the adjourned meeting, which it shall do if the
meeting is adjourned to a date more than 120 days after the date fixed for
the original meeting.
SECTION 5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint one or more transfer agents or one or more transfer clerks and one or
more registrars, and may require all certificates of stock to bear the
signature or signatures of any of them.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the Corporation's capital stock, subject to the provisions of the
Articles of Incorporation and applicable law. Before payment of any
dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from time to time,
in their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors
may modify or abolish any such reserve in the manner in which it was created.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
SECTION 3. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words
"Corporate Seal" and "Georgia." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise. In
the event it is inconvenient to use such a seal at any time, the signature of
the Corporation followed by the word "Seal" enclosed in parentheses shall be
deemed the seal of the Corporation.
SECTION 4. ANNUAL STATEMENTS. Not later than four months after the
close of each fiscal year, and in any case prior to the next annual meeting
of stockholders, the Corporation shall prepare:
(a) A balance sheet showing in reasonable detail the financial
condition of the Corporation as of the close of its fiscal year,
and
(b) A profit and loss statement showing the result of its operations
during its fiscal year.
Upon written request, the Corporation promptly shall mail to any
shareholder of record a copy of the most recent such balance sheet and profit
and loss statement.
SECTION 5. BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS. All of
the requirements and provisions of Article llA, Chapter 2, Title 14 of the
Georgia Business Corporation Code of the Official Code of Georgia Annotated,
or as the same may be amended or re-codified from time to time, shall apply
to the Corporation.
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SECTION 6. SHAREHOLDERS' RIGHT TO INSPECT RECORDS. To the extent such
limitation is permitted by law, a shareholder owning two percent or less of
the outstanding shares of the Corporation shall have no right to inspect or
copy excerpts from minutes of any meeting of the Board of Directors, records
of any action of a committee of the Board of Directors while acting in place
of the Board of Directors on behalf of the Corporation, minutes of any
meeting of the shareholders, records of action taken by the shareholders or
the Board of Directors without a meeting, the accounting records of the
Corporation, and the record of shareholders.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS & OFFICERS
SECTION 1. INDEMNIFICATION. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (including, but not limited
to, any action, suit or proceeding by or in the right of the Corporation),
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director, advisory director, officer, employee or
agent of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise, and shall
advance expenses to such person reasonably incurred in connection therewith,
to the fullest extent permitted by the relevant provisions of the Georgia
Business Corporation Code, as such law presently exists or hereafter may be
amended.
SECTION 2. PURCHASE OF INSURANCE. The Board of Directors may authorize
the Corporation to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise against
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of
this Article VII or the Georgia Business Corporation Code.
ARTICLE VIII
ADVISORY DIRECTORS
The Board of Directors of the Corporation may at its annual meeting, or
from time to time thereafter, appoint any individual to serve as a member of
an Advisory Board of Directors of the Corporation. Any individual appointed
to serve as a member of an Advisory Board of Directors of the Corporation
shall be permitted to attend all meetings of the Board of Directors and may
participate in any discussion thereat, but such individual may not vote at
any meeting of the Board of Directors or be counted in determining a quorum
for such meeting. It shall be the duty of members of the Advisory Board of
Directors of the Corporation to advise and provide general policy advice to
the Board of Directors of the Corporation at such times and places and in
such groups and committees as may be determined from time to time by the
Board of Directors, but such individual shall not have any responsibility or
be subject to any liability imposed upon a director or in any manner
otherwise deemed a director. The compensation paid to members of the
Advisory Board of Directors shall be determined from time to time by the
Board of Directors of the Corporation. Each member of the Advisory Board of
EXH 3.1-11
Directors, except in the case of his earlier death, resignation, retirement,
disqualification or removal, shall serve until the next succeeding annual
meeting of the Board of Directors and thereafter until his successor shall
have been appointed.
ARTICLE IX
EMERITUS DIRECTORS
Any director of the Corporation who is not an officer or employee of the
Corporation and who has served as a director in such capacity for five or
more years and has attained fifty-five (55) years of age shall be eligible to
be appointed as a director emeritus upon his retirement or resignation. A
director emeritus shall be entitled to serve for a term equal to said
director's length of service as a member of the Board of Directors. The
director emeritus shall have the right to attend and participate in
discussions of the business of the Corporation at regular and Special
meetings of the Board of Directors but shall not be entitled to vote on any
matter. The director emeritus shall be a goodwill ambassador on behalf of
the Corporation and shall hold himself or herself available at mutually
convenient times for consultation with members of the Board and senior
management of the Corporation concerning the business and affairs of the
Corporation.
ARTICLE X
AMENDMENTS
The Board of Directors shall have power to amend or repeal the Bylaws or
adopt new Bylaws, but any Bylaws adopted by the Board of Directors may be
altered, amended or repealed, and new Bylaws adopted, by the shareholders.
The shareholders may prescribe that any Bylaw or Bylaws adopted by them shall
not be altered, amended or repealed by the Board of Directors. Action by the
shareholders with respect to Bylaws shall be taken by an affirmative vote of
a majority of the voting power of all shares entitled to elect directors, and
action by the directors with respect to Bylaws shall be taken by an
affirmative vote of a majority of all directors then holding office.
EXH 3.1-12
EXHIBIT "C"
RESOLUTION OF THE BOARD
OF DIRECTORS OF
AMERICAN FAMILY CORPORATION
RESOLVED that the following amendments to the Bylaws of American Family
Corporation are hereby adopted:
ARTICLE VII
INDEMNIFICATION OF DIRECTORS & OFFICERS
SECTION 1. INDEMNIFICATION. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (including, but not limited
to, any action, suit or proceeding by or in the right of the Corporation),
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director, advisory director, officer, employee or
agent of the Corporation or is or was acting at the request of the
Corporation, or who was serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
and shall advance expenses to such person reasonably incurred in connection
therewith, to the fullest extent permitted by the relevant provisions of the
Georgia Business Corporation Code, as such law presently exists or hereafter
may be amended.
Adopted April 4, 1990
EXH 3.1-13
EXHIBIT "C"
RESOLUTION
RESOLVED, That the Board of Directors of American Corporation deems it
advisable and in the best interest of the Corporation for the name of the
Corporation to be changed to "AFLAC Incorporated"; and
RESOLVED FURTHER, That Article I of the Articles of Incorporation be,
effective January 1, 1992, amended to read in full as follows:
"I. The name of the corporation is AFLAC Incorporated"; and
RESOLVED FURTHER, That the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed to prepare, execute and
file with the Georgia Secretary of State Articles of Amendment to the
Articles of Incorporation and to take any and all other action necessary or
appropriate to effect such amendment; and
RESOLVED FURTHER, That the form of certificate for fully paid and
nonassessable shares of Common Stock of the Corporation presented to the
Board of Directors be, effective January 1, 1992, adopted as the certificate
to represent fully paid and non-assessable shares of common Stock of the
Corporation and that a specimen of such certificate be attached hereto as
EXHIBIT "A"; and
RESOLVED FURTHER, That outstanding certificates representing issued and
outstanding shares of common Stock of the Corporation shall continue to
represent shares of Common Stock of the Corporation; and
RESOLVED FURTHER, That the title of the Bylaws of the Corporation be,
effective January 1, 1992, amended to read as follows:
"Bylaws
of
AFLAC Incorporated";
and
RESOLVED FURTHER, That the proposed Corporate Seal, an impression of
which is affixed to this page in the margin opposite this resolution, be,
effective January 1, 1992, adopted as the Corporate Seal of the Corporation;
and
RESOLVED FURTHER, That there is incorporated herein by reference, as
fully as though set forth at length herein, any resolutions of the Board of
Directors that may be required by any exchange upon which securities of the
Corporation are listed, by any banks, by any transfer agents or registrars or
by any government or regulatory authorities in connection with the change in
corporate name of the Corporation if, in the opinion of the proper officers
of the Company, the adoption of such resolutions is necessary or appropriate
and that such resolutions be, and they hereby are, deemed adopted IN HAEC
VERBA with the same force and effect as though set forth herein; and
RESOLVED FURTHER, That the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed to take or cause to be
EXH 3.1-14
taken all such other and further actions and to execute and deliver any and
all instruments, certificates, applications, consents and other documents and
to incur all such fees and expenses as in their judgment shall be necessary,
appropriate or advisable in order to carry out fully the purpose and intent
of the foregoing resolutions; and
RESOLVED FURTHER, That all actions heretofore taken by any officer of
the Corporation in connection with the actions contemplated by the foregoing
resolutions be, and they hereby are, approved, ratified and confirmed in all
respects.
Adopted December 10, 1991
EXH 3.1-15
EXHIBIT "E"
RESOLUTION
WHEREAS, The Board of Directors has deemed it appropriate to reduce the
retirement age for Directors for the first time on or after April 27, 1992,
from 75 years of age to 70 years of age; and
WHEREAS, The Board of Directors has decided that the retirement age for
Directors first elected prior to April 27, 1992, shall remain at 75 years of
age;
NOW, THEREFORE, BE IT RESOLVED, That Article III of the Bylaws of the
Corporation be and hereby is amended by amending Section 2 thereof such that
it reads as follows:
"Section 2. Number, Election and Term. The number of Directors
which shall constitute the whole Board shall be not less than three
(3) or more than twenty-five (25). The specific number of
Directors within such range shall be fixed or changed from time to
time by a majority of the Board of Directors then in office. A
decrease in the number of Directors shall not have the effect of
shortening the term of any incumbent Director.
Except as otherwise provided in these Bylaws, shareholders shall elect
Directors by a vote of not less than a plurality of the votes present in
person or represented by proxy at the meeting. Each Director elected
shall hold office until his successor is elected and qualified or until
his earlier resignation, removal from office or death. Directors shall
be natural persons between the ages of 21 and 70 years, inclusive;
provided, however, that any Directors who were elected to the Board for
the first time before April 27, 1992, and who are subsequently
re-elected shall be natural persons between the ages of 21 and 75 years,
inclusive. Directors need not be residents of the State of Georgia or
shareholders of the Corporation."
Adopted 12/10/91
EXH 3.1-16
EXHIBIT "E"
RESOLUTION
WHEREAS, management has recommended that the annual meeting of share-
holders be rescheduled to more closely coincide with the release of first
quarter earnings; and
WHEREAS, it has been suggested that the Bylaws be amended to reflect this
change in the annual meeting date, effective for the 1993 annual shareholders
meeting.
NOW THEREFORE, BE IT RESOLVED, that Article II, Section 1 of the AFLAC
Incorporated Bylaws be amended by striking said Section 1 in its entirety and
inserting the following:
"SECTION 1. Annual Meetings. The annual meeting of the shareholders of
the Corporation shall be held at the principal office of the Corporation or at
such other place in the United States as may be determined by the Board of
Directors, on the first Monday in May of each calendar year (or on the next
succeeding business day if said first Monday in May is a legal holiday in any
year) or at such other time and date as shall be determined by the Board of
Directors, for the purpose of electing directors and transacting such other
business as may properly be brought before the meeting."
Adopted November 10, 1992
EXH 3.1-17
RESOLUTION
RE: AMEND BYLAWS
WHEREAS, the Board of Directors is authorized to amend and alter the
Corporation's Bylaws pursuant to Section 14-2-1020(a) of the Business
Corporation Code of the State of Georgia and Article X of the Corporation's
Bylaws; and
WHEREAS, the Board of Directors has determined that such amendment of
the Bylaws is in the best interest of the Corporation and its shareholders;
NOW, THEREFORE IT IS HEREBY:
RESOLVED, that Article II of the Corporation's Bylaws be and hereby is
amended and altered by redesignating Section 1 as Section 1(a) and adding the
following new Sections 1(b), (c), (d), (e) and (f):
"(b) No business may be transacted at an annual meeting of
shareholders, other than business that is either (i) specified in
the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized
committee thereof), (ii) otherwise properly brought before the
annual meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (iii) otherwise
properly brought before the annual meeting by any shareholder of
the Corporation (A) who is a shareholder of record on the date of
the giving of the notice provided for in this Section 1 and on
the record date for the determination of shareholders entitled to
vote at such annual meeting and (B) who complies with the notice
procedures set forth in this Section 1.
"(c) In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a shareholder,
such shareholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation, which notice is
not withdrawn by such shareholder at or prior to such annual
meeting.
"(d) To be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided,
however, that in the event that the annual meeting is called for
a date that is not within thirty (30) days before or after such
anniversary date, notice by the shareholder in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first
occurs.
"(e) To be in proper written form, a shareholder's notice to the
Secretary must set forth as to each matter such shareholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
EXH 3.1-18
the annual meeting, (ii) the name and record address of such
shareholder, (iii) the class and number of shares of capital
stock of the Corporation which are owned beneficially or of
record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any
other person or persons (including their names) in connection
with the proposal of such business by such shareholder and any
material interest of such shareholder in such business and (v) a
representation that such shareholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
"(f) No business shall be conducted at the annual meeting of
shareholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 1,
provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures,
nothing in this Section 1 shall be deemed to preclude discussion
by any shareholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such
business shall not be transacted."
FURTHER RESOLVED, that Article III of the Corporation's Bylaws be and
hereby is amended and altered by redesignating Section 2 as Section 2(a) and
adding the following new Sections 2(b), (c), (d), (e) and (f):
"(b) Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the
Corporation. Nominations of persons for election to the Board of
Directors may be made at any annual meeting of shareholders (i)
by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (ii) by any shareholder of the
Corporation (A) who is a shareholder of record on the date of the
giving of the notice provided for in this Section 2 and on the
record date for the determination of shareholders entitled to
vote at such annual meeting and (B) who complies with the notice
procedures set forth in this Section 2.
"(c) In addition to any other applicable requirements, for a
nomination to be made by a shareholder, such shareholder must
have given timely notice thereof in proper written form to the
Secretary of the Corporation.
"(d) To be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided,
however, that in the event that the annual meeting is called for
a date that is not within thirty (30) days before or after such
anniversary date, notice by the shareholder in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
EXH 3.1-19
of the date of the annual meeting was made, whichever first
occurs.
"(e) To be in proper written form, a shareholder's notice to the
Secretary must set forth (i) as to each person whom the
shareholder proposes to nominate for election as a director (A)
the name, age, business address and residence address of the
person, (B) the principal occupation or employment of the person,
(C) the number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (D)
any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder; and (ii) as
to the shareholder giving the notice (A) the name and record
address of such shareholder, (B) the number of shares of capital
stock of the Corporation which are owned beneficially or of
record by such shareholder, (C) a description of all arrangements
or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such
shareholder, (D) a representation that such shareholder intends
to appear in person or by proxy at the meeting to nominate the
persons named in its notice and (E) any other information
relating to such shareholder that would be required to be
disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must
be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.
"(f) No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures
set forth in this Section 2. If the Chairman of the annual
meeting determines that a nomination was not made in accordance
with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective
nomination shall be disregarded."
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized to restate the Bylaws of the
Corporation to incorporate the amendments adopted hereby.
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized, empowered and directed to attest to
the approval of the foregoing amendments, and to make such filings and
execute and deliver any agreement, document, certificate or other instrument
which such officer may deem necessary or desirable to carry out the purposes
of these resolutions, with such modification and amendments to such filings
and such certificates, agreements, instruments or other documents as they, in
their discretion, may deem necessary or desirable and in the best interest of
the Corporation, their taking any such action for and on behalf and in the
name of the Corporation, and/or their execution and delivery, for and on
behalf and in the name of the Corporation, of any such certificate,
EXH 3.1-20
agreement, instrument or document, incorporating any such notification or
amendment, to be conclusive evidence of approval thereof by the Board.
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and they hereby are, authorized, empowered and directed to pay all fees and
expenses incurred in connection with carrying out the purposes of these
resolutions including, but not limited to, fees and expenses of legal
counsel, as they, or any of them, shall determined to be necessary or
appropriate, such payment to be conclusive evidence of approval thereof by
the Board, and to perform all other acts and do all other things as they, in
their discretion, may deem necessary or desirable and in the best interest of
the Corporation in connection with the foregoing resolutions.
FURTHER RESOLVED, that all acts and things heretofore done by any
appropriate officer, director or by any employee or agent of the Corporation,
on or prior to the date of these resolutions, in connection with the action
contemplated by these resolutions, be, and the same hereby are, in all
respects ratified, confirmed, approved and adopted as acts and deeds of the
Corporation.
Adopted 4/8/96
EXH 3.1-21
EXHIBIT "I"
RESOLUTION
WHEREAS, the Board of Directors is authorized to amend and alter the
Corporation's Bylaws pursuant to Section 14-2-1020(a) of the Business
Corporation Code of the State of Georgia and Article X of the Corporation's
Bylaws; and
WHEREAS, the Board of Directors has determined that such amendment of
the Bylaws is in the best interest of the Corporation and its shareholders;
NOW, THEREFORE IT IS HEREBY:
RESOLVED, that Article II, Section 3 of the Corporation's Bylaws be and
hereby is amended and altered as follows:
"Notice of every meeting of shareholders, stating the place, date and
hour of the meeting, shall be given to each shareholder of record entitled to
vote at such meeting not less than 10 nor more than 60 days before the date
of the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid addressed to
the shareholder at his address as it appears on the Corporation's record of
stockholders. Attendance of a shareholder at a meeting of shareholders shall
constitute a waiver of objection to: (a) lack of notice or defective notice
of such meeting unless the shareholder at the beginning of the meeting,
objects to holding the meeting or transacting business at the meeting, and
(b) consideration of a particular matter at the meeting which is not within
the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented. Notice
need not be given to any shareholder who signs a waiver of notice, in person
or by proxy, either before or after the meeting."
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized to restate the Bylaws of the
Corporation to incorporate the amendments adopted hereby.
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized, empowered and directed to attest to
the approval of the foregoing amendments, and to make such filings and
execute and deliver any agreement, document, certificate or other instrument
which such officer may deem necessary or desirable to carry out the purposes
of these resolutions, with such modification and amendments to such filings
and such certificates, agreements, instruments or other documents as they, in
their discretion, may deem necessary or desirable and in the best interest of
the Corporation, their taking any such action for and on behalf and in the
name of the Corporation, and/or their execution and delivery, for and on
behalf and in the name of the Corporation, of any such certificate,
agreement, instrument or document, incorporating any such notification or
amendment, to be conclusive evidence of approval thereof by the Board.
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and they hereby are, authorized, empowered and directed to pay all fees and
expenses incurred in connection with carrying out the purposes of these
resolutions including, but not limited to, fees and expenses of legal
counsel, as they, or any of them, shall determine to be necessary or
appropriate, such payment to be conclusive evidence of approval thereof by
the Board, and to perform all other acts and do all other things as they, in
EXH 3.1-22
their discretion, may deem necessary or desirable and in the best interest of
the Corporation in connection with the foregoing resolutions.
FURTHER RESOLVED, that all acts and things heretofore done by any
appropriate officer, director or by any employee or agent of the Corporation,
on or prior to the date of these resolutions, in connection with the action
contemplated by these resolutions, be, and the same hereby are, in all
respects ratified, confirmed, approved and adopted as acts and deeds of the
Corporation.
Adopted February 13, 2001
EXH 3.1-23