52
EXHIBIT 3(ii)
CODE OF BY-LAWS
OF
BALDWIN & LYONS, INC.
(As amended 5-2-00)
ARTICLE I
CAPITAL STOCK
SECTION 1. STOCK CERTIFICATES As provided by law, each holder of
shares of the corporation shall be entitled to a stock certificate signed by
the president or vice president and attested by the secretary or an assistant
secretary, certifying the number of shares owned by such shareholder and such
other information as may be required by law. The form of such certificate
shall be prescribed by resolution of the Board of Directors.
SECTION 2. LOST OR DESTROYED CERTIFICATES When the stock
certificate of any shareholder is lost or destroyed, a new stock certificate
may be issued to replace such lost or destroyed certificate. Unless waived by
the Board of Directors, the shareholder shall make an affidavit or affirmation
of the fact that his certificate is lost or destroyed, shall advertise the same
in such manner as the Board of Directors may require, and shall give the
corporation a bond of indemnity in the amount and form which the Board of
Directors may prescribe.
SECTION 3. TRANSFER OF SHARES Shares of the corporation shall be
transferable only on the books of the corporation upon the surrender of the
certificate representing the same, either duly endorsed with signature
guaranteed or accompanied by a separate document containing a written
assignment of such certificate duly executed with signature guaranteed. The
requirement for such guaranteeing may be waived by the president or secretary
of the corporation.
SECTION 4. RECOGNITION OF SHAREHOLDERS 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,
notwithstanding any equitable or other claim to, or interest in, such shares on
the part of any other person.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS As provided in the Articles of
Incorporation, meetings of the shareholders of the corporation shall be held at
such place, either within or without the State of Indiana, as may be specified
in the respective calls, notice or waivers of notice thereof.
52
53
SECTION 2. ANNUAL MEETINGS The annual meeting of the shareholders
of the corporation shall be held at 10:00 a.m. on the first Tuesday in May of
each year, or on such other date five (5) business days prior to or following
this date as may be designated by the Board of Directors.
SECTION 3. SPECIAL MEETINGS Special meetings of the shareholders
may be called by the President, by the Board of Directors, or by shareholders
who hold not less than one-fourth of all outstanding shares which may be voted
on the business proposed to be transacted thereat.
SECTION 4. NOTICE OF MEETINGS Written notice stating the place,
day and hour of any meeting of shareholders and, in the case of special
meetings or when otherwise required by law, the purpose for which any such
meeting is called, shall be delivered or mailed by the Secretary of the
corporation to each shareholder of record entitled to vote at such meeting, at
such address as appears upon the records of the corporation and at least ten
(10) days before the date of such meeting, on being notified of the place, day
and hour thereof by the officers or persons calling the meeting.
SECTION 5. WAIVER OF NOTICE Notice of any meeting may be waived in
writing by any shareholder if the waiver sets forth in reasonable detail the
time and place of the meeting and the purposes thereof. Attendance at any
meeting, in person or by proxy, if the proxy sets forth in reasonable detail
the purposes of such meeting, shall constitute a waiver of notice of such
meeting.
SECTION 6. VOTING RIGHTS Each holder of shares of the corporation
shall have such voting rights as are specified in The Articles of Incorporation
of the corporation.
SECTION 7. DATE OF DETERMINATION OF VOTING RIGHTS The Board of
Directors may fix a stock record date, not exceeding fifty (50) days prior to
the date appointed for any meeting of shareholders, for the purpose of
determining the shareholders entitled to notice of and to vote at such meeting.
In the absence of action by the Board of Directors to fix a stock record date
as herein provided, such stock record date shall be the fourteenth (14th) day
prior to the date of the meeting.
SECTION 8. VOTING BY PROXY A shareholder entitled to vote at any
meeting of shareholders may vote either in person or by proxy, executed in
writing by the shareholder of a duly authorized attorney-in-fact of such
shareholder. (For purposes of this section, a proxy granted by the telegram by
a shareholder shall be deemed "executed in writing by the shareholder".) No
proxy shall be voted at any meeting of shareholders unless the same shall be
filed with the Secretary of the meeting at the commencement thereof. The
general proxy of a fiduciary shall be given the same effect as the general
proxy of any other shareholder. No proxies shall be valid after eleven (11)
months from the date or execution unless a longer term is expressly provided
therein.
No share shall be voted at any meeting:
(a) on which an installment is due and unpaid; or
(b) which shall have been transferred on the books of
the corporation within ten (10) days next preceding
the date of the meeting; or
(c) which belongs to the corporation.
53
54
SECTION 9. VOTING LISTS The Secretary shall make, at least five
(5) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of each and the number of shares held by each, which list, for
the period of five (5) days prior to such meeting, shall be kept on file at the
principal office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such a list shall also 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.
SECTION 10. QUORUM The persons owning a majority of the stock of
this corporation shall constitute a quorum at any meeting of shareholders, and
be capable of transacting any business thereof, except when otherwise
especially provided by law or by the Articles of Incorporation of this
corporation; but if, at any meeting of the shareholders, there be less than a
quorum present, a majority in interest of the shareholders present in person or
by proxy may adjourn from time to time without notice other than by
announcement at the meeting until the holders of the amount of stock requisite
to constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 11. CONDUCT OF MEETINGS Shareholder's meetings, including
the order of business, shall be conducted in accordance with Roberts' Rules of
Order, Revised, except insofar as the Articles of Incorporation, this Code of
By-Laws, or any rule adopted by the Board of Directors of shareholders may
otherwise provide. The shareholders may, by unanimous consent, waive the
requirement of this section; but such waiver shall not preclude any shareholder
from invoking the requirements of this section at any subsequent meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. DUTIES AND QUALIFICATIONS The business and affairs of
the corporation shall be managed by a Board of Directors, none of whom need be
shareholders of the corporation.
SECTION 2. NUMBER AND TERMS OF OFFICE There shall be twelve (12)
(as amended 5-2-00) Directors of the corporation, who shall be elected at each
annual meeting of the shareholders, to serve for a term of one (1) year and
until their successors shall be chosen and qualified, or until removal,
resignation or death. If the annual meeting of the shareholders is not held at
the time designated in these By-Laws, such failure shall not cause any defect
in the existence of the corporation, and the Directors then in office shall
hold over until their successors shall be chosen and qualified.
SECTION 3. VACANCIES Any vacancy in the Board of Directors caused
by death, resignation, incapacity or increase in the number of Directors may be
filled by a majority vote of all the remaining members of the Board of
Directors. Shareholders shall be notified of any increase in the number of
Directors and the name, address, principal occupation and other pertinent
information about any Directors elected by the Board to fill any vacancy in the
next mailing sent to the shareholders following any such increase or election.
Vacancies on the Board of Directors occasioned by removal of a Director shall
be filled by a vote of the shareholders entitled to vote thereon at an annual
or special meeting thereof. Any Director so elected by the Board of Directors
or by the shareholders shall hold office until the next annual or special
meeting of shareholders and until his successor shall be elected and qualified.
54
55
SECTION 4. ANNUAL MEETING Unless otherwise agreed upon, the Board
of Directors shall meet each year, immediately following the annual meeting of
the shareholders, at the place where such meeting of shareholders was held, for
the purpose of election of officers of the corporation and consideration of any
other business which may be brought before the meeting. No notice shall be
necessary for the holding of this annual meeting.
SECTION 5. OTHER MEETINGS Other meetings of the Board of Directors
maybe held regularly pursuant to a resolution of the Board to such effect or
may be held upon the call of the President or of any two (2) members of the
Board and upon twenty-four (24) hours notice specifying the time, place and
general purposes of the meeting, given to each Director, either personally or
by mail, telegram or telephone. No notice shall be necessary for any regular
meeting and notice of any other meeting may be waived in writing or by
telegram. Attendance at any such meeting shall constitute waiver of notice of
such meeting. Pursuant to Indiana law, the Board of Directors are authorized
to conduct meetings by telephone or teleconference (added 5-4-82).
SECTION 6. QUORUM One-third (1/3rd) of the whole Board of
Directors (but in no case less than two (2) Directors) shall be necessary to
constitute a quorum for the transaction of any business, except the filing of
vacancies and the act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless
the act of a greater number is required by law, the Articles of Incorporation,
or this Code of By-Laws.
SECTION 7. ACTION BY CONSENT Any action which may be taken at any
meeting of the Board, may be taken without a meeting, if prior to such action a
written consent to such action is signed by all members of the Board and such
consent is filed with the minutes of proceedings of the Board.
SECTION 8. COMMITTEES OF THE BOARD OF DIRECTORS The Board of
Directors may, by resolution adopted by a majority of the actual number of
Directors elected and qualified, from time to time designate from among its
members an executive committee or such other committees as it may specify. Any
such committee shall have and exercise all the authority of the Board of
Directors, to the extent provided in such resolution and by law.
ARTICLE IV
OFFICES
SECTION 1. OFFICES AND QUALIFICATION THEREFOR The officers of the
corporation shall consist of a Chairman of the Board of Directors, a President,
an Executive Vice President, one (1) or more Vice Presidents, a Secretary, a
Treasurer and such assistant officers as the Board of Directors shall
designate. The President shall be chosen from among the Directors. Any two
(2) or more offices may be held by the same person, except the duties of the
President and the Secretary shall not be performed by the same person.
SECTION 2. TERMS OF OFFICE Each Officer of the corporation shall
be elected annually by the Board of Directors at its annual meeting and shall
hold office for a term of one (1) year and until his successor shall be duly
elected and qualified.
55
56
SECTION 3. VACANCIES Whenever any vacancies shall occur in any of
the offices of the corporation for any reason, the same may be filled by the
Board of Directors at a special or annual meeting thereof, and any officer so
elected shall hold office until the next annual meeting of the Board of
Directors and until his successor shall be duly elected and qualified.
SECTION 4. REMOVAL Any officer of the corporation may be removed,
with or without cause, by the Board of Directors whenever a majority of such
Board shall vote in favor of such removal.
SECTION 5. COMPENSATION Each officer of the corporation shall
receive such compensation for his service in such office as may be fixed by
action of the Board of Directors, duly recorded.
ARTICLE V
POWERS AND DUTIES OF OFFICERS
SECTION 1. CHAIRMAN OF THE BOARD Subject to the general control of
the Board of Directors, the Chairman shall manage and supervise all the affairs
and personnel of the corporation and shall discharge all the usual functions of
the Chief Executive Officer of a corporation. The Chairman shall preside at
all meetings of the Board and shareholders, and shall have such other powers
and duties as this Code of By-Laws or the Board of Directors may prescribe.
SECTION 2. PRESIDENT The President shall be the chief operating
officer of the corporation. He shall also have all the powers of and perform
the duties incumbent upon the Chairman during his absence or disability. He
shall have such other powers and duties as this Code of By-Laws or the Board of
Directors may prescribe. Shares of other corporations owned by this
corporation may be voted by the President or by such proxies as the President
shall designate. The President shall have authority to execute, with the
Secretary, powers of attorney appointing other corporations, partnerships or
individuals, the agents of the corporation subject to law, the Articles of
Incorporation and this Code of By-Laws.
SECTION 3. EXECUTIVE VICE PRESIDENT The Executive Vice President
shall assist the President in supervising the operations of the corporation
and, subject to the direction of the President, shall manage and supervise the
agency, sales and underwriting operations of the corporation.
SECTION 4. VICE PRESIDENTS The Vice Presidents shall, in the order
designated by the Board of Directors, have all the powers of and perform all
the duties incumbent upon the President during his absence or disability and
shall have such other powers and duties as this Code of By-Laws or the Board of
Directors may prescribe.
SECTION 5. SECRETARY The Secretary shall attend all meetings of
the shareholders and of the Board of Directors, and keep, or cause to be kept,
in a book provided for the purpose, a true and complete record of the
proceedings of such meeting, and he shall perform a like duty, when required,
for all standing committees appointed by the Board of Directors. He shall
attest the execution of all deeds, leases, agreements and other official
documents and shall affix the corporate seal thereto. He shall attend to the
giving and serving of all notices of the corporation required by this Code of
By-Laws, shall have custody of the books (except books of account), records and
corporate seal of the corporation, and in general shall perform all duties
pertaining to the office of Secretary and such other duties as this Code of By-
Laws or the Board of Directors may prescribe.
56
57
SECTION 6. TREASURER The Treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the corporation. He shall have charge and custody of, and be responsible for,
all funds, notes, securities and other valuables which may from time to time
come into the possession of the corporation. He shall deposit, or cause to be
deposited, all funds of the corporation with such depositories as the Board of
Directors shall designate. He shall furnish at meetings of the Board of
Directors, or whenever required, a statement of the financial condition of the
corporation, and in general shall perform all duties pertaining to the office
of Treasurer and such other duties as this Code of By-Laws or the Board of
Directors may prescribe.
SECTION 7. ASSISTANT OFFICERS Such assistant officers as the Board
of Directors shall from time to time designate and elect shall have such powers
and duties as the officers whom they are elected to assist shall specify and
delegate to them and such other powers and duties as this Code of By-Laws or
the Board of Directors may prescribe. An Assistant Secretary may, in the
absence or disability of the Secretary, attest the execution of all documents
by the corporation and affix the corporate seal thereto.
SECTION 8. DELEGATION OF DUTIES In case of the absence of
inability to act of any officer of the corporation, the Board of Directors may
delegate for the time being the duties of such officer to any other officer or
to any director.
SECTION 9. LOANS TO OFFICERS No loan of money or property or
advancement on account of services to be performed in the future shall be made
to any officer or director of the Corporation, except as may otherwise be
provided by statute (as amended 1-26-83).
ARTICLE VI
MISCELLANEOUS
SECTION 1. CORPORATE SEAL The seal of the corporation shall be
circular in form with the name of the corporation around the top of its
periphery, the word "Indiana" around the bottom of its periphery, and the word
"Seal" through the center.
SECTION 2. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS Unless
otherwise ordered by the Board of Directors, all written contracts and other
documents entered into by the corporation shall be executed on behalf of the
corporation by the President or a Vice President. If the corporate seal is
required to be affixed thereto, it shall be affixed and attested by the
Secretary or an Assistant Secretary.
SECTION 3. FISCAL YEAR The fiscal year of the corporation
commences on the first (1st) day of January and ends on the thirty-first (31st)
day of December of each year.
ARTICLE VII
AMENDMENTS
SECTION 1. AMENDMENTS OF BY-LAWS Subject to law and the Articles of
Incorporation, the power to make, alter, amend or repeal all or any part of
this Code of By-Laws is vested in the Board of Directors. The affirmative vote
of a majority of all the Directors shall be necessary to affect any such
changes in this Code of By-Laws.
57