BY-LAWS
OF
JEFFERSON-PILOT CORPORATION
___________________________
ARTICLE I
Shareholders
Section 1. Annual Meeting.
The annual meeting of the shareholders shall be held on the first
Monday in May of each year at 10:00 o'clock A.M. local time in
effect at the place of the meeting, at the principal office of the
Corporation in Greensboro, North Carolina, or at such other time
and/or at such other place as shall be fixed by the Board of
Directors.
Section 2. Special Meetings.
Special meetings of the shareholders may be called by the Board of
Directors. Only business within the purposes described in the
meeting notice may be conducted at a special meeting, unless this
requirement is deleted from North Carolina law.
Section 3. Notice of Meeting.
At least ten days' notice of a meeting of shareholders shall be
given to each shareholder entitled to vote at the meeting, by mail
or express service to the shareholder's last known address.
Section 4. Voting Rights.
At all meetings of the shareholders, each shareholder entitled to
vote may vote personally or by proxy duly executed in writing by
the shareholder or by a duly authorized attorney-in fact (or in
such other manner as may be permitted under North Carolina law).
Section 5. Quorum.
Except as otherwise provided by law or by the Articles of
Incorporation, a quorum at any meeting of shareholders shall
consist of shareholders representing in person or by proxy a
majority of the votes which are eligible to be cast at the meeting.
If no quorum is present, the meeting may be adjourned from time to
time until a quorum is present.
Section 6. Advance Notice of Shareholder Resolutions.
Proposals for shareholder action may be made only by a shareholder
entitled to vote for the election of Directors generally and only
if written notice of such shareholder's intent to make such
proposal or proposals has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an annual meeting of
shareholders, 90 days in advance of such meeting, and (ii) with
respect to a special meeting of shareholders, the close of business
on the seventh day following the date on which notice of such
meeting is given to shareholders. Each such notice shall set
forth: (a) the name and address of the shareholder who intends to
make the proposal or proposals; (b) a written statement of the
shareholder's proposal or proposals; and (c) a representation that
the shareholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to make the proposal or proposals. The
Chairman of the meeting may refuse to acknowledge the proposal or
proposals of any person not made in compliance with the foregoing
procedure. For inclusion in the Corporation's proxy materials,
proposals must meet any earlier deadline specified in the
Corporation's most recent proxy statement or rules of the
Securities and Exchange Commission.
ARTICLE II
Board of Directors
Section 1. General Authority.
The business and affairs of the Corporation shall be managed under
the direction of a Board of Directors consisting of no less than
eleven and no more than fifteen Directors, with the exact number of
Directors to be established from time to time by the Board of
Directors.
Section 2. Classes.
The Directors of the Corporation shall be divided into three
classes, designated Class I, Class II and Class III. Each Class
shall consist, as nearly as possible, of one-third of the total
number of Directors consisting of the entire Board of Directors.
In the election of Directors at the 1986 Annual Meeting of
Shareholders, the Class I Directors shall be elected to hold office
for a term to expire at the first annual meeting of shareholders
thereafter; the Class II Directors shall be elected to hold office
for a term to expire at the second annual meeting of shareholders
thereafter; and the Class III Directors shall be elected to hold
office for a term to expire at the third annual meeting of
shareholders thereafter, and in the case of each Class, until their
successors are elected and qualified. At each annual meeting of
shareholders held after the 1986 Annual Meeting of Shareholders,
the Directors elected to succeed those whose terms expire shall be
identified as being of the Class as the Directors they succeed and
shall be elected to hold office for a term to expire at the third
annual meeting of the shareholders after their election, and until
their successors are elected and qualified.
Section 3. Meetings.
(a) The regular annual meeting of the Board of Directors shall be
held immediately following the annual meeting of shareholders.
Other regular meetings of the Board shall be held on the second
Monday in February and on the first Monday in August and November
of each year. The Board by formal or informal action of the
majority thereof may cancel any regular meeting other than the
annual meeting. The Chief Executive Officer may, and upon written
request of a majority of the entire Board shall, change the date
and/or fix the place and time for any regular meeting.
(b) Special meetings of the Board may be called by the Chairman of
the Board, the President or any two Directors.
Section 4. Notice of Meetings.
Written notice shall be given to each Director stating the time and
place of any annual, regular or special meeting of the Board of
Directors. Such notice need not specify the purpose of the
meeting, unless required by North Carolina law, the Articles of
Incorporation or these By-laws. Any such notice shall be deemed
timely given if given by any usual means of communication,
including orally or by telephone, which in the normal course should
be received by the Director at least three business days before the
meeting.
Section 5. Informal Meetings and Action by Written Consent.
(a) Any or all Directors may participate in a meeting of the Board
of Directors or any Committee thereof through the use of conference
telephone or any other means of communication by which all
Directors participating in the meeting may simultaneously hear each
other during the meeting.
(b) Any action required or permitted to be taken by the Board of
Directors or any Committee thereof may be taken without a meeting
if one or more written consents thereto are signed by all members
of the Board or Committee either before or after such action and
are filed with the minutes or records of the Board or Committee.
Section 6. Chairman and Vice Chairman.
The Board of Directors shall elect one of the Directors as Chairman
of the Board. The Chairman shall preside at all meetings of
shareholders and of the Board of Directors and shall have such
other duties and authority as the Board of Directors shall
prescribe. The Board of Directors may elect one or more Vice
Chairmen of the Board, whose duties and authority shall be
determined by or in a manner specified by the Board. The Chairman
or any Vice Chairman may be removed or replaced by the Board at any
time.
Section 7. Notice of Nominations.
Advance notice of shareholder nominations for the election of
Directors shall be given in the manner provided in Section 10 of
this Article II.
Section 8. Filling of Vacancies.
Vacancies on the Board of Directors may be filled by the
affirmative vote of a majority of the remaining Directors then in
office, although less than a quorum or by a sole remaining
Director. Any Director elected in accordance with the preceding
sentence shall hold office for the full term of the Class of
Directors in which the vacancy occurred, and until such Director's
successor shall have been elected and qualified.
Section 9. Removal of Directors.
Any Director, or the entire Board of Directors, may be removed from
office at any time, with or without cause, by the affirmative vote
of the holders of 80% of the outstanding stock of the Corporation.
Any Director may also be removed from office at any time, for
cause, by the vote of a majority of the entire Board of Directors.
The provisions of this Section 9 are subject to the requirements of
North Carolina General Statute 55-27 relating to cumulative voting
and shareholder suits until the same may be repealed.
Section 10. Nominations for Director.
Nominations may be made by the Board of Directors or by a proxy
committee appointed by the Board of Directors or by any shareholder
entitled to vote in the election of Directors generally. However,
any shareholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as
Directors at a meeting only if written notice of such shareholder's
intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of
shareholders, 90 days in advance of such meeting, and (ii) with
respect to an election to be held at a special meeting of
shareholders for the election of Directors, the close of business
on the seventh day following the date on which notice of such
meeting is first given to shareholders. Each such notice shall set
forth: (a) the name and address of the shareholder who intends to
make the nomination and of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the shareholder and each
nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each
nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the
Corporation if so elected. The Chairman of the meeting may refuse
to acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
Section 11. Voting Requirement for Certain Amendments.
Notwithstanding any other provisions of law or the Corporation's
Articles of Incorporation or these By-Laws (and notwithstanding the
fact that a lesser percentage may be specified by law, the Articles
of Incorporation or these By-Laws) the affirmative vote of the
holders of 80% or more of the outstanding shares of stock of the
Corporation shall be required to amend or repeal, or adopt any
provision inconsistent with or which relates to Sections 1, 2, 7,
8, 9, 10 or 11 of this Article II.
ARTICLE III
Officers
Section 1. Officers.
The officers of the Corporation shall consist of a Chairman of
the Board (if the Board of Directors designates this position as
an officer), President, Secretary, Treasurer and such Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents and
other officers as the Board of Directors may from time to time
elect. The Chief Executive Officer may appoint for a fixed or
indeterminate term and may remove at any time with or without
cause, (i) Assistant Secretaries and Assistant Treasurers and
(ii) assistant, associate and other subordinate officers whose
authority and duties shall be specified by, or by a delegee of,
the Chief Executive Officer. Any two or more offices may be held
by the same person, but no individual may act in more than one
capacity where action of two or more officers is required.
Section 2. Election and Removal.
The officers of the Corporation shall be elected by the Board of
Directors and may be removed with or without cause at any time by
the Board, provided however, that such removal shall not affect
any written contractual rights of any such officer.
ARTICLE IV
Duties of Officers
Section 1. Chief Executive Officer and President.
The Board of Directors shall designate the Chairman of the Board
or the President as the Chief Executive Officer, who shall be the
principal executive officer of the Corporation and shall have the
authority to supervise and control the management of the
Corporation in accordance with these By-Laws, subject to the
direction of the Board of Directors. Without limiting the
generality of the foregoing, the Chief Executive Officer shall,
in accordance with policies and within any limits set by the
Board of Directors, have authority with respect to developing and
directing the budgets and strategic plans of the Corporation,
determining the employment and (to the extent delegated by the
Compensation Committee) compensation of senior executive
personnel and other employees, developing and directing the
Corporation's investment, product and marketing strategies,
determining fundamental aspects of the Corporation's personnel
and employee benefit policies, and developing and directing the
Corporation's capital structure, financing and significant
acquisitions and divestitures. The President, if not the Chief
Executive Officer, shall perform such duties and have such powers
as the Board of Directors or the Chief Executive Officer shall
prescribe.
Section 2. Vice Presidents.
Each Executive Vice President, Senior Vice President and Vice
President shall perform the duties and exercise the powers normally
conferred by statutory and general law and custom upon a vice
president of a company and shall perform such other duties and have
such other powers as the Board of Directors or the Chief Executive
Officer shall prescribe.
Section 3. Secretary.
The Secretary shall keep accurate records of the acts and
proceedings of all meetings of shareholders, Directors and
Committees thereof and shall give all notices required by law or by
these By-Laws. The Secretary shall have general charge of the
corporate books and records, the stock transfer books and the
corporate seal, shall affix the corporate seal to any lawfully
executed instrument requiring it, and shall sign such instruments
as may require such signature. The Secretary shall perform all
duties incident to the office of Secretary and shall perform such
other duties and have such other powers as shall be prescribed from
time to time by the Board of Directors or the Chief Executive
Officer.
Section 4. Treasurer.
The Treasurer shall have custody of all funds belonging to the
Corporation and shall receive, deposit or disburse the same as
provided by law, and subject to such instruction as may be given
by the Board of Directors or the Chief Executive Officer. The
Treasurer shall, in general, perform all duties incident to the
office of Treasurer and shall perform such other duties and have
such other powers as shall be prescribed from time to time by the
Board of Directors or the Chief Executive Officer.
Section 5. Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries and Assistant Treasurers shall perform
such duties and exercise such powers of those offices as shall be
assigned to them by the Secretary or the Treasurer, respectively,
or by the Board of Directors or the Chief Executive Officer, and
shall have the authority to act in the absence or inability to act
of the respective such officer.
Section 6. Facsimile Signatures.
The facsimile signature for any officer may be used in any instance
in which such officer's signature is required or used on any
instrument on behalf of the Corporation.
ARTICLE V
Capital Stock
Section 1. Stock Certificates.
Each holder of capital stock of the Corporation shall be entitled
to a certificate signed (either manually or in facsimile) by two
officers of the Corporation, namely, the Chairman of the Board (if
the Chief Executive Officer), the President or an Executive or
Senior Vice President and the Secretary or an Assistant Secretary,
except as otherwise provided in the Articles of Incorporation as to
any series of preferred stock.
Section 2. Transfer and Registration.
Transfer of shares evidenced by certificates shall be made on the
stock transfer books of the Corporation upon surrender of the
certificates for the shares sought to be transferred and an
assignment of transfer duly executed by the record holder or a duly
authorized agent or legal representative, with such proof of
authenticity of the signature as the Corporation or its agents may
reasonably require. The Board of Directors shall have the power to
make such rules, regulations and arrangements as it may deem
expedient concerning the issue, transfer, conversion, replacement
and registration of stock certificates of the Corporation or any
direct registration option.
ARTICLE VI
Executive Committee
Section 1. Election and Number.
The Board of Directors shall appoint an Executive Committee which
shall consist of at least five and not more than seven Directors,
and shall appoint the Chairman and may appoint a Vice Chairman of
the Committee. Vacancies occurring on the Committee may be
filled by the Board of Directors.
Section 2. General Powers.
The Executive Committee may exercise all of the powers and
authority of the Board of Directors (except to the extent limited
by North Carolina law) including power and authority in the
direction of the management of the business and affairs of the
Corporation. The Committee may elect its own Secretary (who need
not be a member of the Committee).
Section 3. Meetings.
A meeting of the Executive Committee may be called by the
Chairman of the Committee at any time and shall be called by such
Chairman upon written request of any two members of the
Committee. All members shall be given reasonable notice of the
time and place of any meeting which, except in the case of an
emergency, shall not be later than the business day prior to the
meeting. Such notice need not specify the purpose of the
meeting.
Section 4. Minutes.
Minutes of all meetings and actions of the Executive Committee
shall be kept and shall be reported to the Board of Directors at
or prior to its next meeting.
Section 5. Quorum and Action.
A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business. The action of
a majority of members present at a meeting at which a quorum is
present shall constitute the act of the Committee.
ARTICLE VII
Other Committees of the Board
Section 1. Standing Committees.
(a) Number. There shall be five standing Committees of the Board
of Directors: Audit, Compensation, Contributions, Conflict of
Interests and Nominating. At the first meeting of the Board of
Directors after the annual meeting of shareholders, the Nominating
Committee shall recommend and the Board shall appoint the
membership and the Chairman of each such Committee other than the
Nominating Committee. All members shall serve at the pleasure of
the Board.
(b) Quorum and Action. A majority of the members of any standing
Committee shall constitute a quorum for the transaction of
business. The action of a majority of members present at a
Committee meeting at which a quorum is present shall constitute the
act of the Committee.
(c) Meetings and Minutes. Subject to the foregoing, and unless
the Board shall otherwise determine, each standing Committee shall
fix its rules of procedure. Meetings of a Committee may be held at
any time upon the call of the Chief Executive Officer or the
Chairman or any two members of the Committee. The Chairman of a
Committee may designate any member of the Committee to preside at
a meeting in the absence of the Chairman. Each Committee shall
keep minutes of all meetings and actions which shall be available
at all times to Directors. Action taken by a Committee shall be
reported promptly to the Board.
(d) Term of Office. A member of any standing Committee shall hold
office until the next meeting of the Board of Directors following
the annual shareholders meeting or, if earlier, until the member
resigns, is removed by the Board or ceases to be a Director.
(e) Vacancies. Should a vacancy occur on any standing Committee,
the Nominating Committee may recommend (except for a vacancy on the
Nominating Committee) and the Board may fill such vacancy.
Section 2. Audit Committee.
(a) How Constituted. The Audit Committee shall consist of not
less than three nor more than five Directors.
(b) Duties. The Audit Committee shall recommend the selection of
independent accountants to be appointed by the Board; approve the
scope of the accountants' examination and other services; determine
the duties and responsibilities of the officer with auditing
responsibility; approve the scope of such officer's work and review
the results thereof; approve such officer's staffing requirements
and budget; review internal accounting procedures; review reports
of examination of the Corporation by the accountants and report to
the Board any Committee recommendation with respect thereto; and
monitor internal programs to ensure compliance with laws,
regulations and the Corporation's responsibilities for financial
reporting to the public.
Section 3. Compensation Committee.
(a) How Constituted. The Compensation Committee shall consist of
not less than three nor more than five Directors.
(b) Duties. The Compensation Committee shall approve the salaries
to be paid to the senior executive officers, and shall approve the
salaries of all other officers except those the approval of which
it delegates to the Chief Executive Officer or another officer.
The Committee shall review the qualified employee benefit plans
maintained by the Corporation and review all recommendations for
changes in any plan which must be approved by the Board. The
Committee shall also administer the officer incentive plans and
determine the awards thereunder.
Section 4. Contributions Committee.
(a) How Constituted. The Contributions Committee shall consist of
not less than three nor more than five Directors.
(b) Duties. The duties of the Contributions Committee shall be to
administer and regulate the contributions practices of the
Corporation and its subsidiaries in accordance with the policy with
respect to charitable contributions adopted by the Board of
Directors.
Section 5. Conflict of Interests Committee.
(a) How Constituted. The Conflict of Interests Committee shall
consist of not less than three nor more than five Directors.
(b) Duties. The Conflict of Interests Committee shall initiate
investigations concerning or investigate all complaints concerning
possible conflict of interests involving Directors or officers of
the Corporation and shall recommend to the Board action to be taken
to remove any such conflict of interests and policies or procedures
designed to avoid such conflicts.
Section 6. Nominating Committee.
(a) How Constituted. The Nominating Committee shall consist of
not less than five nor more than seven Directors. The membership
and Chairman of the Committee shall be appointed by the Board of
Directors upon recommendation of the Executive Committee.
(b) Duties. The Nominating Committee shall recommend to the Board
nominees for election as Directors at any meeting of shareholders
or to fill vacancies on the Board. The Nominating Committee shall
also recommend to the Board the composition and the Chairman of all
Committees of the Board other than the Executive and Nominating
Committees, and replacements for Directors who have ceased to be
members of such Committees.
Section 7. Other Committees.
The Board of Directors may by resolution establish such other
Committees of the Board as it may deem advisable and specify the
term and authority of each such Committee.
ARTICLE VIII
Miscellaneous
Section 1. Financial Instruments and Transfers.
All promissory notes, bills, negotiable instruments, checks, bank
drafts, orders for the payment, transfer or withdrawal of funds,
and all other similar instruments of the Corporation shall be
signed, executed or endorsed on behalf of the Corporation under
such procedures as may be established or authorized from time to
time by the Board of Directors.
Section 2. Contracts and Other Instruments.
Except as otherwise required by law, the Articles of
Incorporation or these By-Laws, any contracts or other
instruments not within the scope of Section 1 of this Article may
be executed on behalf of the Corporation by such officer(s) of
the Corporation as the Board of Directors may direct. Subject to
any restrictions imposed by the Board, any one or more of the
Chairman of the Board (if the Chief Executive Officer), the
President, any Vice President, the Secretary and the Treasurer of
the Corporation may execute bonds, contracts, deeds, leases and
other agreements and instruments on behalf of the Corporation.
Section 3. Seal.
The corporate seal of the Corporation shall consist of two
concentric circles between which is the name of the Corporation
and in the center of which is inscribed SEAL.
Section 4. Waiver of Notice.
Whenever any notice is required to be given to any shareholder or
Director by law, the Articles of Incorporation or these By-Laws,
a written waiver thereof, which need not specify the purpose,
signed by the person entitled to such notice, whether before, at
or after the time stated therein, shall be deemed equivalent to
notice. Attendance at a meeting in person or through voice
communication shall constitute a waiver of notice, unless the
person at the beginning of the meeting (or promptly upon later
arrival) objects to holding the meeting or transacting business
at the meeting and, in the case of a Directors' meeting, does not
thereafter vote for or assent to action taken at the meeting.
Section 5. Fiscal Year.
The fiscal year of the Corporation shall be the calendar year
unless the Board of Directors shall otherwise determine.
-End of By-Laws-