AMENDED AND RESTATED
BYLAWS
of
ANCHOR NATIONAL LIFE INSURANCE COMPANY
ARTICLE I.
Shareholders.
Section 1. Annual Meetings. The annual meeting of the
shareholders of the Corporation shall be held on the fourth Thursday in April
of each year or such other dates and times as may be determined. Not less
than ten (10) nor more than fifty (50) days' written or printed notice
stating the place, day and hour of each annual meeting shall be given in the
manner provided in Section 1 of Article IX hereof. The business to be
transacted at the annual meeting shall include the election of directors,
consideration and action upon the reports of officers and directors and any
other business within the power of the Corporation. All annual meetings
shall be general meetings.
Section 2. Special Meetings Called by President or Board of
Directors. At any time in the interval between annual meetings, special
meetings of shareholders may be called by the President, the Secretary or by
two (2) or more directors, upon ten (10) days' written or printed notice,
stating the place, day and hour of such meeting and the business proposed to
be transacted thereat. Such notice shall be given in the manner provided in
Section 1 of Article IX. No business shall be transacted at any special
meeting except that named in the notice.
Section 3. Special Meeting Called by Shareholders. Upon the
request in writing delivered to the President or Secretary of the Corporation
by the holders of ten percent (10%) or more of all shares outstanding and
entitled to vote, it shall be the duty of the President or Secretary of the
Corporation to call forthwith a special meeting of the shareholders. Such
request shall state the purpose or purposes of such meeting and the matters
proposed to be acted on thereat. The Secretary of the Corporation shall
inform such shareholders of the reasonably estimated cost of preparing and
mailing the notice of the meeting. If upon payment of such costs to the
corporation, the person to whom such request in writing shall have been
delivered shall fail to issue a call for such meeting within ten (10) days
after the receipt of such request and payment of costs, then the shareholders
owning ten percent (10%) or more of the voting shares may do so upon giving
fifteen (15) days' notice of the time, place and object of the meeting in the
manner provided in Section 1 of Article IX.
Section 4. Removal of Directors. At any special meeting of
the shareholders called in the manner provided for by this Article, the
shareholders, by a vote of a majority of all shares of stock outstanding and
entitled to vote, may remove any director or the entire Board of Directors
from office and may elect a successor or successors to fill any resulting
vacancies for the remainder of his or their terms.
Section 5. Voting; Proxies; Record Date. At all meetings of
shareholders any shareholder entitled to vote may vote by proxy. Such proxy
shall be in writing and signed by the shareholder or by his duly authorized
attorney in fact. It shall be dated, but need not be sealed, witnessed or
acknowledged. The Board of Directors may fix the record date for the
determination of shareholders entitled to vote in the manner provided in
Section 4 of Article IX hereof.
Section 6. Quorum. The presence in person or by proxy of the
persons entitled to vote a majority of the voting shares of any meeting shall
constitute a quorum for the transaction of business. If at any annual or
special meeting of shareholders a quorum shall fail to attend in person or by
proxy, a majority in interest attending in person or by proxy may adjourn the
meeting from time to time, not exceeding thirty (30) days in all, and
thereupon any business may be transacted which might have been transacted at
the meeting originally called had the same been held at the time so called.
Section 7. Filing Proxies. At all meetings of shareholders,
the proxies shall be filed with and be verified by the Secretary of the
Corporation or, if the meeting shall so decide, by the Secretary of the
meeting.
Section 8. Place of Meetings. All meetings of shareholders
shall be held at such place, either within or without the State of Arizona,
on such date and at such time as may be determined from time to time by the
Board of Directors (or the Chairman in the absence of a designation by the
Board of Directors).
Section 9. Order of Business. The order of business at all
meetings of shareholders shall be as determined by the Chairman of the
meeting.
Section 10. Action Without Meeting. Directors may be elected
without a shareholders' meeting by a consent in writing, setting forth the
action so taken, signed by all persons entitled to vote for the election of
directors; provided, however, that the foregoing shall not limit the power of
directors to fill vacancies in the Board of Directors, and that a director
may be elected to fill a vacancy not filled by the directors by written
consent in the manner provided by the General Corporation Law.
Any other action, which under any provision of the General
Corporation Law, may be taken at a meeting of the shareholders, may be taken
without a meeting, and without notice except as hereinafter set forth, if a
consent in writing, setting forth the action so taken, is signed by the
holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted.
All written consents shall be filed with the Secretary of the
Corporation. Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares of a personal representative of
the shareholder or their respective proxyholders, may revoke the consent by
a writing receiving by the Corporation prior to the time that written
consents of the number of shares required to authorize the proposed action
have been filed with the Secretary of the Corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the Secretary
of the Corporation.
ARTICLE II.
Directors.
Section 1. Powers. The Board of Directors shall have the
control and management of the affairs, business and properties of the
Corporation. They shall have and exercise in the name of the Corporation and
on behalf of the Corporation all the rights and privileges legally
exercisable by the Corporation, except as otherwise provided by law, by the
Charter or by these Bylaws. A director need not be a shareholder or a
resident of Arizona.
Section 2. Number; Term of Office; Removal. The number of
directors of the Corporation shall be not less than five (5) nor more than
fifteen (15). The number to be elected at each annual meeting shall be fixed
by resolution of the directors and stated in the notice of the meeting,
subject, however, to approval by the shareholders voting at the meeting. The
directors shall hold office for the term of one year, or until their
successors are elected and qualify. A director may be removed from office as
provided in Section 4 of Article I hereof.
Section 3. Vacancies. If the office of a director becomes
vacant, or if the number of directors is increased, such vacancy may be
filled by the Board by a vote of a majority of directors then in office
though not less than a quorum. The shareholders may, however, at any time
during the term of such director, elect some other person to fill said
vacancy and thereupon the election by the Board shall be superseded and such
election by the shareholders shall be deemed a filling of the vacancy and not
a removal and may be made at any special meeting called for that purpose.
Section 4. Organization Meetings; Regular Meetings. The
Board of Directors shall meet for the election of officers and any other
business as soon as practicable after the adjournment of the annual meeting
of the shareholders. No notice of the organization meeting shall be required
if it is held at the same place and immediately following the annual meeting
of the shareholders. Other regular meetings of the Board of Directors may be
held at such intervals as the Board may from time to time prescribe.
Any action required or permitted to be taken at a meeting of
the Board of Directors or of a committee of the Board may be taken without a
meeting, if a unanimous written consent which sets forth the action is signed
by each member of the Board or committee and filed with the minutes of
proceedings of the Board or committee.
Unless otherwise restricted by the Articles of Incorporation
or these Bylaws, members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors, or such committee, as the case may be, by means of
telephone conference or similar communications equipment by means of which
are persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the
meeting.
Section 5. Special Meetings. Special meetings of the Board
may be called by the President or by a majority of the directors. At least
twenty-four (24) hours' notice shall be given of all special meetings; with
the consent of the majority of the directors, a shorter notice may be given.
Section 6. Quorum. A majority of the Board of Directors
shall constitute a quorum for the transaction of business, but such number
may be decreased and/or increased at any time or from time to time by vote of
a majority of the entire Board to any number not less than two (2) directors
or not less than one-third of the directors, whichever is greater.
Section 7. Place of Meetings. The Board of Directors shall
hold its meetings at such place, either within or without the State of
Arizona, and at such time as may be determined from time to time by the Board
of Directors (or the Chairman in the absence of a determination by the Board
of Directors).
Section 8. Rules and Regulations. The Board of Directors may
adopt such rules and regulations for the conduct of its meetings and the
management of the affairs of the Corporation as the Board may deem proper and
not inconsistent with the laws of the State of Arizona or these Bylaws or the
Charter.
Section 9. Compensation. The directors, as such, may receive
a stated salary for their services and/or a fixed sum and expenses of
attendance may be allowed for attendance at each regular or special meeting
of the Board of Directors. Such stated salary and/or attendance fee shall be
determined by resolution of the Board unless the shareholders have adopted a
resolution relating thereto, provided that nothing herein contained shall be
construed to preclude a director from serving in any other capacity and
receiving compensation therefor.
Section 10. Chairman of the Board. The Board of Directors
shall provide for a Chairman of the Board from among its members. So long as
there shall be a person so active, he shall preside at all meetings of the
Board and at all joint meetings of officers and directors. In the absence of
the Chairman, the Vice Chairman, if any, or in his absence, the President,
shall preside at all meetings of the Board and all joint meetings of officers
and directors.
Section 11. Investment Committee. There shall be an
Investment Committee consisting of the President of the Corporation ex
officio and such members of the Board of Directors and/or officers and
employees as the Board may by resolution prescribe. No investments or loans
(other than policy loans or annuity contract loans) shall be made unless the
same be authorized or approved by the Board of Directors or the Investment
Committee. The Investment Committee shall maintain minutes of its meetings
and shall submit regular reports to the Board of Directors.
Section 12. Executive Committee. The Board of Directors may
appoint from among its members an Executive Committee composed of three (3)
or more directors, and may delegate to such Committee, in the interval
between the meetings of the Board of Directors, any and all of the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, except the power to declare dividends, issue stock, select
directors to fill vacancies in the membership of the Executive Committee or
recommend to shareholders any action requiring shareholders' approval. The
members of such Committee shall constitute a quorum for the transaction of
business at any meeting and the act of a majority of the members present at
any meeting at which the quorum requirement is satisfied shall be the act of
the Board of Directors. In the absence of any member of the Executive
Committee necessary to constitute a quorum, the members thereof present at
any meeting, whether or not they constitute a quorum, may, with telephonic
approval of one of the absent members of the Executive Committee, appoint a
member of the Board of Directors to act in place of such absent member.
Section 13. Other Committees. The Board of Directors may
appoint from its own members and, where permitted by law, from the
Corporation's officers and/or employees, such standing, temporary, special or
ad hoc committees as the Board may determine, investing such committees with
such powers, duties and functions as the Board may prescribe. All such
committees shall include the President, ex officio.
Section 14. Advisory Board. The Board of Directors may elect
an Advisory Board to serve until the next annual meeting of the Board of
Directors or until their successors are elected and qualify. Such Board
shall consist of a number as determined from time to time by the Board of
Directors, and they shall be advised of the meetings of the Board of
Directors and authorized to attend the meetings and counsel with them, but
shall have no vote. The Board of Directors (and between meeting of the Board
of Directors, the Executive Committee) shall have the authority to increase
or decrease the number of members to the Advisory Board and to elect one or
more members to the Advisory Board to serve until the next meeting of the
Board of Directors and until their successors are elected and qualify, and
may provide for the compensation and other rules and regulations with respect
to such Board.
Section 15. Procedures; Meetings. The Committees shall keep
minutes of their proceedings and shall report the same to the Board of
Directors at the meeting next succeeding, and any action by the Committees
shall be subject to revision and alteration by the Board of Directors,
provided that no rights of third persons shall be affected by any such
revision or alteration.
ARTICLE III.
Officers.
Section 1. In General. The officers of the Corporation shall
consist of a President, one or more Vice Presidents, a Secretary, a
Treasurer, and one or more Assistant Secretaries and Assistant Treasurers,
and such other officers bearing such titles as may be fixed pursuant to these
Bylaws. The President, Vice Presidents, Secretary, and Treasurer shall be
chosen by the Board of Directors and, except those persons holding contracts
for fixed terms, shall hold office only during the pleasure of the Board or
until their successors are chosen and qualify. The President may from time
to time appoint Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers, and other officers bearing such titles and exercising such
authority as he may from time to time deem appropriate, and except those
persons holding contracts for fixed terms, those officers appointed by the
President shall hold office only during his pleasure or until their
successors are appointed and qualify. Any two (2) officers, except those of
President, Executive Vice President and Secretary, may be held by the same
persons, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity when such instrument is required to be executed,
acknowledged, or verified by any two (2) or more officers. The Board of
Directors or the President may from time to time appoint other agents and
employees, with such powers and duties as they may deem proper.
Section 2. President. The President shall be Chief Executive
Officer of the Corporation and shall have the general management of the
Corporation's business in all departments. In the absence of the Chairman of
the Board, the President shall preside at all meetings of the Board of
Directors and shall call to order all meetings of shareholders. The
President shall perform such other duties as the Board of Directors may
direct.
Section 3. Vice Presidents. In the absence or disability of
the President, the Vice Presidents, if any, in order of their rank as
designated by the Board of Directors or, if not ranked, the Vice President
designated by the Board of Directors, shall perform all 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 Vice Presidents shall have
such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the Bylaws.
Section 4. Treasurer. Unless there shall be a financial Vice
President designated by the Board of Directors as the chief financial officer
of the Corporation, having general supervision over its finances, the
Treasurer shall be the chief financial officer with such authority. He shall
also have authority to attest to the seal of the Corporation and shall
perform such other duties as may be assigned to him by the Board of
Directors.
Section 5. Secretary of the Corporation. The Secretary of
the Corporation shall keep the minutes of the meetings of the shareholders
and of the Board of Directors, and shall attend to the giving and serving of
all notices of the Corporation required by law or these Bylaws. The
Secretary shall maintain at all times in the principal office of the
Corporation at least one copy of the Bylaws with all amendments to date, and
shall make the same, together with the minutes of the meetings of the
shareholders, the annual statement of the affairs of the Corporation and any
voting trust agreement on file at the office of the Corporation, available
for inspection by any officer, director, or shareholder during reasonable
business hours. The Secretary shall have authority to attest to the seal of
the Corporation and shall perform such other duties as may be assigned to the
Secretary by the Board of Directors.
Section 6. Other Secretaries, Assistant Treasurers and
Assistant Secretaries. Secretaries other than the Secretary of the
Corporation, the Assistant Treasurers and the Assistant Secretaries shall
have authority to attest to the seal of the Corporation and shall perform
such other duties as may from time to time be assigned to them by the Board
of Directors or the President.
Section 7. Substitutes. The Board of Directors may from time
to time in the absence of any one of said officers or, at any other time,
designate any other person or persons on behalf of the Corporation, to sign
any contracts, deeds, notes, or other instruments in the place or stead of
any of said officers, and designate any person to fill any one of said
offices, temporarily or for any particular purpose; and any instruments so
signed in accordance with a resolution of the Board shall be the valid act of
this Corporation as fully as if executed by any regular officer.
ARTICLE IV.
Resignation.
Any director or officer may resign his office at any time.
Such resignation shall be made in writing and shall take effect from the time
of its receipt by the Corporation, unless some time be fixed in the
resignation, and then from that date. The acceptance of a resignation shall
not be required to make it effective.
ARTICLE V.
Indemnification of Directors and Officers.
The Corporation shall indemnify any and all of its existing
and former directors and officers and their spouses against all expenses
incurred by them and each of them, including but not confined to legal fees,
judgments and penalties which may be incurred, rendered or levied in any
legal or administrative action brought against any of then, for or on account
of any action or omission alleged to have been committed while acting within
the scope of employment as director of officer of the Corporation to the
fullest extent allowable pursuant to the Arizona General Corporation Law as
may be amended from time to time. Whenever any such person has grounds to
believe that he may incur any such aforementioned expense, he shall promptly
make a full report of the matter to the President and the Secretary of the
Corporation. Thereafter, the Board of Directors of the Corporation shall,
within a reasonable time, determine if such person acted, or failed to act,
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interest of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. If the Board of Directors determines that such person acted, or
failed to act, in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, then indemnification shall be mandatory and shall be
automatically extended as specified herein, provided, however, that the
Corporation shall have the right to refuse indemnification, wholly or
partially, in any instance in which the person to whom indemnification would
otherwise have been applicable shall have unreasonably refused to permit the
Corporation, at its own expense and through counsel of its own choosing, to
defend him in the action, or shall have unreasonably refused to cooperate in
the defense of such action.
ARTICLE VI.
Fiscal Year.
The fiscal year of the Corporation shall be the calendar
year.
ARTICLE VII.
Seal.
The seal of the Corporation shall be a circular disc
inscribed with the name of the Corporation, Anchor National Life Insurance
Company, and the word Incorporated.
ARTICLE VIII.
Miscellaneous Provisions - Stock.
Section 1. Issue. All certificates of shares of the
Corporation shall be signed by the manual or facsimile signatures of the
President or any Vice President, and countersigned by the Treasurer or
Secretary of the Corporation and sealed with the seal or facsimile seal of
the Corporation. Any stock certificates bearing the facsimile signatures of
the officers above named shall be manually signed by an authorized
representative of the Corporation's duly constituted transfer agent. If an
officer whose signature appears on a certificate ceases to be an officer
before the certificate is issued, it may, nevertheless, be issued with the
same effect as if such officer were still in office.
Section 2. Transfers. No transfers of shares shall be
recognized or binding upon the Corporation until recorded on the transfer
books of the Corporation upon surrender and cancellation of certificates for
a like number of shares. All transfers shall be effected only by the holder
of record of such shares or by his legal representative, or by his attorney
thereunto authorized by power of attorney duly executed. The person in whose
name shares shall stand on the books of the Corporation may be deemed by the
Corporation the owner thereof for all purposes. The Corporations transfer
agent shall maintain a stock transfer book, shall record therein all stock
transfers and shall forward copies of all transfer sheets at regular prompt
intervals to the Corporation's registrar, if there be one, or, if not, then
to the Corporation's principal office for transcription on the stock registry
books.
Section 3. Form of Certificates; Procedure. The Board of
Directors shall have power and authority to determine the form of stock
certificates (except insofar as prescribed by law), and to make all such
rules and regulations as the Board may deem expedient concerning the issue;
transfer and registration of said certificates, and to appoint one or more
transfer agents and/or registrars to countersign and register the same. The
transfer agent and registrar may be the same party.
Section 4. Record Dates for Dividends and Shareholders'
Meetings. The Board of Directors may fix the time, not exceeding twenty (20)
days preceding the date of any meeting of shareholders, any dividend payment
date or any date for the allotment of rights, during which the books of the
Corporation shall be closed against transfers of stock, or the Board of
Directors may fix a date not exceeding forty (40) days preceding the date of
any meeting of shareholders, any dividend payment date or any date for the
allotment of rights, as a record date for the determination of the
shareholders entitled to notice of and to vote at such meeting, or entitled
to receive such dividends or rights, as the case may be, and only
shareholders of record on such date shall be entitled to notice of and to
vote at such meeting or to receive such dividends or rights, as the case may
be. In the case of a meeting of shareholders, the record date shall be fixed
not less than ten (10) days prior to the date of the meeting.
Section 5. Lost Certificates. In case any certificate of
shares is lost, mutilated or destroyed, the Board of Directors may issue a
new certificate in place thereof, upon indemnity to the Corporation against
loss and upon such other terms and conditions as the Board of Directors may
deem advisable.
ARTICLE IX.
Notice.
Section 1. Notice to Shareholders. Whenever by law or these
Bylaws notice is required to be given to any shareholder, such notice may be
given to each shareholder, whether or not such shareholder is entitled to
vote, by leaving the same with him or at his residence or usual place of
business, or by mailing it, postage prepaid, and addressed to him at his
address as it appears on the books of the Corporation. Such leaving or
mailing of notice shall be deemed the time of giving such notice.
Section 2. Notice to Directors and Officers. Whenever by law
of these Bylaws notice is required to be given to any director or officer,
such notice may be given in any one of the following ways: by personal
notice to such director or officer; by telephone communication with such
director or officer personally; by wire, addressed to such director or
officer at his then address or at his address as it appears on the books of
the Corporation; or by depositing the same in writing in the post office or
in a letter box in a postage paid, sealed wrapper addressed to such director
or officer at his then address or at his address as it appears on the books
of the Corporation; and the time when such notice shall be mailed or
consigned to a telegraph company for delivery shall be deemed to be the time
of the giving of such notice.
ARTICLE X.
Voting of Securities in Other Corporations.
Any stock or other voting securities in other corporations,
which may from time to time be held by the Corporation, may be represented
and voted at any meeting of shareholders of such other corporation by the
President, any Vice President, or the Treasurer, or by proxy or proxies
appointed by the President, any Vice President, or the Treasurer, or
otherwise pursuant to authorization thereunto given by a resolution of the
Board of Directors.
ARTICLE XI.
Amendments.
These Bylaws may be added to, altered, amended or repealed
by a majority vote of the entire Board of Directors at any regular meeting of
the Board or at any special meeting called for that purpose. Any action of
the Board of Directors in adding to, altering, amending or repealing these
Bylaws shall be reported to the shareholders at the next annual meeting and
may be changed or rescinded by majority vote of all of the stock then
outstanding and entitled to vote, without, however, affecting the validity of
any action taken in the meanwhile in reliance on these Bylaws so added to,
altered, amended or repealed as aforesaid by the Board of Directors. In no
event shall the Board of Directors have any power to amend this Article.