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Amended By-Laws of RLI Corp.
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Table of Contents
ARTICLE I: Offices. . . . . . . . . . . . . . 1
1.1 Registered Office.. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Offices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II: Meetings of Shareholders . . . . . . . . . 1
2.1 Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Place of Meetings.. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.4 Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.5 Shareholder List. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.7 Proxies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.8 Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.9 Voting of Certain Shares. . . . . . . . . . . . . . . . . . . . . . . . 4
2.10 Action Without Meeting. . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III: Directors. . . . . . . . . . . . . 5
3.1 Number and Election.. . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 Resignations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3 Removal.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.4 Vacancies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.5 Management of Affairs of Corporation. . . . . . . . . . . . . . . . . . 6
3.6 Dividends and Reserves. . . . . . . . . . . . . . . . . . . . . . . . . 6
3.7 Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.8 Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.9 Notice of Special Meetings. . . . . . . . . . . . . . . . . . . . . . . 7
3.10 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.11 Presumption of Assent.. . . . . . . . . . . . . . . . . . . . . . . . . 7
3.12 Action Without Meeting. . . . . . . . . . . . . . . . . . . . . . . . . 8
3.13 Presiding Officer.. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.14 Executive Committee.. . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.15 Other Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.16 Quorum and Manner of Acting - Committees. . . . . . . . . . . . . . . . 9
3.17 Committee Chairman, Books and Records.. . . . . . . . . . . . . . . . . 9
3.18 Fees and Compensation of Directors.. . . . . . . . . . . . . . . . . . 9
3.19 Reliance Upon Records.. . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE IV: Notices. . . . . . . . . . . . . . 10
4.1 Manner of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2 Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V: Officers. . . . . . . . . . . . . . 10
5.1 Office and Official Positions.. . . . . . . . . . . . . . . . . . . . . 11
5.2 Election and Term of Office.. . . . . . . . . . . . . . . . . . . . . . 11
5.3 Removal and Resignation.. . . . . . . . . . . . . . . . . . . . . . . . 11
5.4 Vacancies.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.5 President.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.6 Vice Presidents.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.7 Secretary.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.8 Treasurer.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.9 Assistant Treasurers and Assistant Secretaries. . . . . . . . . . . . . 14
5.10 Salaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VI: Divisions . . . . . . . . . . . 15
6.1 Divisions of the Corporation. . . . . . . . . . . . . . . . . . . . . . 15
6.2 Official Positions Within a Division. . . . . . . . . . . . . . . . . . 15
ARTICLE VII: Contracts, Loans, Checks and Deposits. . . . . . 15
7.1 Contracts and Other Instruments.. . . . . . . . . . . . . . . . . . . . 15
7.2 Loans.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.3 Checks, Drafts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.4 Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VIII: Certificates of Shares and Their Transfer. . . . . 15
8.1 Certificates of Shares. . . . . . . . . . . . . . . . . . . . . . . . . 16
8.2 Lost, Stolen or Destroyed Certificate.. . . . . . . . . . . . . . . . . 16
8.3 Transfers of Shares.. . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.4 Restrictions on Transfer. . . . . . . . . . . . . . . . . . . . . . . . 16
8.5 No Fractional Share Certificates. . . . . . . . . . . . . . . . . . . . 17
8.6 Fixing Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.7 Shareholders of Record. . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE IX: General Provisions. . . . . . . . . . . 17
9.1 Fiscal Year.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9.2 Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE X: Indemnification. . . . . . . . . . . . 18
10.1 Third Party Action. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.2 Corporation Action. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.3 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
10.4 Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . . 19
10.5 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
10.6 Non-Exclusivity.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
10.7 Insurance.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
10.8 Reporting.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
10.9 Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE XI: Amendments. . . . . . . . . . . . . 21
ARTICLE I: Offices
1.1 Registered Office. The registered office of RLI Corp. ("Corporation") in
the State of Illinois shall be located at 9025 North Lindbergh Drive, Peoria,
Illinois 61615. The name of its registered agent is Camille J. Hensey. The
registered office and agent may be periodically changed by the Board of
Directors.
1.2 Other Offices. The Corporation may also have offices at such other
places both within or without the State of Illinois as the Board of Directors
may periodically determine or the business of the Corporation may require.
ARTICLE II: Meetings of Shareholders
2.1 Annual Meeting. The annual meeting of the shareholders shall be held at
2:00 P.M. on the first Thursday in May of each year, if not a legal holiday,
or, if a legal holiday, then on the next succeeding business day, for the
purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors shall not be
held on the day designated for the annual meeting, or at any adjournment
thereof, the Board of Directors shall cause such election to be held at a
special meeting of shareholders.
2.2 Special Meetings. Any special meeting of the shareholders may be called
by the President, by the Board of Directors, or by the holders of not less
than one-fifth of the outstanding shares entitled to vote on the matter for
which the meeting is called.
2.3 Place of Meetings. Any meeting of the shareholders for the election of
directors shall be held at the office of the Corporation in Peoria, Illinois,
unless the Board of Directors shall, by resolution, designate any other
location, within or without the State of Illinois, as the place of such
meeting.
Any meeting of shareholders for any other purpose may be held at such place,
within or without the State of Illinois, and at such time as shall be
determined pursuant to Section 2.2 Special Meetings.
2.4 Notice of Meetings. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose for which the
meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, or in the case of a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty (20) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at such shareholder's address as it appears
on the records of the Corporation, with postage thereon prepaid.
When a meeting is adjourned to another time or place, no notice of the
adjourned meeting, other than an announcement at the meeting, need be given
unless the adjournment is for more than thirty (30) days or a new record date
is fixed for the adjourned meeting after such adjournment.
2.5 Shareholder List. At least ten (10) days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, and showing the address of each such
shareholder and the number of shares registered in the name of each such
shareholder, shall be prepared by the Secretary.
The list shall be open to examination of any shareholder of the Corporation,
and to copying at the shareholder's expense, during ordinary business hours,
for any purpose germane to the meeting during the ten (10) day period ending
on the date of the meeting, at the office of the Corporation in Peoria,
Illinois. The list shall be produced and kept at the time and place of meeting
during the meeting and be subject to inspection by any shareholder for any
purpose germane to the meeting.
2.6 Quorum. Except as otherwise provided by statute, the articles of
incorporation or By-Laws, the holders of shares of the Corporation having a
majority of the voting power thereof, present in person or represented by
proxy, shall be requisite for, and shall constitute, a quorum at all meetings
of the shareholders of the Corporation for the transaction of business. If
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time 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.
2.7 Proxies. A shareholder may vote such shareholder's shares in person or
may appoint a proxy to vote or otherwise act for such shareholder by signing
an appointment form and delivering it to the person so appointed.
No proxy shall be valid after the expiration of eleven (11) months from the
date thereof unless otherwise provided in the proxy. Every proxy continues in
full force and effect until revoked by the person executing it prior to the
vote pursuant thereto, except as otherwise provided in this section. Such
revocation may be effected by a writing delivered to the Corporation stating
that the proxy is revoked or by a subsequent proxy executed by, or by
attendance at the meeting and voting in person by, the person executing the
proxy. The dates contained on the forms of proxy presumptively determine the
order of execution, regardless of the postmark dates on the envelopes in which
they are mailed.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is revocable and the appointment
is coupled with an interest, as such term is defined by applicable law. A
transferee for value of shares subject to an irrevocable appointment may
revoke the appointment if the transferee was ignorant of its existence when
the shares were acquired and both the existence of the appointment and its
irrevocability were not noted conspicuously on the certificate, or information
statement for shares without certificates, representing the shares.
The death or incapacity of the shareholder appointing a proxy does not revoke
the proxy's authority unless notice of the death or incapacity is received by
the officer or agent who maintains the Corporation's share transfer book
before the proxy exercises such shareholder's authority under the appointment.
Unless the appointment of a proxy contains an express limitation on the
proxy's authority, the Corporation may accept the proxy's vote or other action
as that of the shareholder making the appointment. If the proxy appointed
fails to vote or otherwise act in accordance with the appointment, the
shareholder is entitled to such legal or equitable relief as is appropriate in
the circumstances.
2.8 Voting. Except as otherwise provided by the articles of incorporation,
each shareholder shall be entitled to one (1) vote for each share of the
Corporation entitled to vote thereat and registered in the name of such
shareholder on the books of the Corporation on the referent record date. No
holder of any class or series of shares of this Corporation shall have
cumulative voting rights with respect to any matter voted upon by the holders
of such shares.
When a quorum is present at any meeting of the shareholders, the vote of the
holders of a majority of the shares having voting power which is present in
person or represented by proxy shall, except as otherwise required by
applicable law, the articles of incorporation, or these By-Laws, decide any
question brought before such meeting.
2.9 Voting of Certain Shares. Shares standing in the name of another
corporation, and entitled to vote may be voted by such officer, agent, or
proxy as the by-laws of such corporation may prescribe or, in the absence of
such provision, as the board of directors of such corporation may determine.
Shares standing in the name of a deceased person, a minor or an incompetent
and entitled to vote may be voted by such person's administrator, executor,
guardian or conservator, as the case may be, either in person or by proxy.
Shares standing in the name of a trustee, receiver or pledgee and entitled to
vote may be voted by such trustee, receiver or pledgee either in person or by
proxy as provided by applicable law.
2.10 Action Without Meeting. Unless otherwise provided in the articles of
incorporation, any action required to be taken at any annual or special
meeting of the shareholders, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting and without a vote if a
consent in writing, expressing the action so taken, shall be signed: if five
(5) days prior notice of the proposed action is given in writing to all of the
shareholders entitled to vote with respect to the subject matter thereof, 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 voting; or, by all
of the shareholders entitled to vote with respect to the subject matter
thereof.
Prompt notice of the taking of Corporation action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. If the action which is consented to is
such as would have required the filing of a certificate under applicable law
if such action had been voted on by the shareholders at a meeting thereof, the
certificate filed shall state, in lieu of any statement required by applicable
law, concerning any vote of shareholders, that written consent has been given
in accordance with the provisions of this section and that written notice has
been given as provided in this section.
ARTICLE III: Directors
3.1 Number and Election. The number of directors of this Corporation shall
be ten. The members of the Board of Directors shall be divided into three
classes, each class to be as nearly equal in number as is possible.
The term of office of directors of the first class shall expire at the first
annual meeting of shareholders after their election, that of the second class
shall expire at the second annual meeting of shareholders after their
election, and that of the third class shall expire at the third annual meeting
of the shareholders after their election. At each annual meeting, the number
of directors equal to the number of the class whose terms expire at the time
of such meeting shall be elected to hold office until the third succeeding
annual meeting of the shareholders.
Except for vacancies filled pursuant to Section 3.4 Vacancies, the directors
shall be elected by the shareholders of the Corporation, and at each election
the persons receiving the greatest number of votes, up to the number of
directors then to be elected, shall be the persons then elected. The election
of directors is subject to any provisions contained in the articles of
incorporation relating thereto.
3.2 Resignations. Any director may resign at any time by giving written
notice to the Board of Directors or to the President, provided that the party
to whom such notice is given is other than the individual director giving the
notice. Any such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein. Unless otherwise
specified in such resignation, the acceptance of such resignation shall not be
necessary to make it effective.
3.3 Removal. Except as otherwise provided in the following sentence, a
director of the Corporation may be removed only for cause by the affirmative
vote of a majority of the outstanding shares then entitled to vote at an
election of directors. No director shall be removed at a meeting of
shareholders unless the notice of such meeting shall state that a purpose of
such meeting is to vote upon the removal of the director named in the notice,
and only the named director may be removed at such meeting.
3.4 Vacancies. Except as otherwise provided in the articles of
incorporation, any vacancy in the Board, whether because of death,
resignation, disqualification, an increase in the number of directors or any
other cause, may be filled by the vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until such director's successor shall have been
elected and shall qualify or until such director shall resign or shall have
been removed. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.
3.5 Management of Affairs of Corporation. The property and business of the
Corporation shall be managed by its Board of Directors, which may exercise any
such power of the Corporation and do any such lawful act as are not by
applicable law, the articles of incorporation or these By-Laws directed or
required to be exercised or done by shareholders.
If the Corporation shall transact any business or enter into any contract with
a director, or with any firm of which one or more of its directors are
members, or with any trust, firm, corporation or association in which any
director is a shareholder, director or officer or otherwise interested, the
officers of the Corporation and directors in question shall be severally under
the duty of disclosing all material facts as to their interest to the
remaining directors promptly if and when such interested officers or such
interested directors in question shall become advised of the circumstances.
In the case of continuing relationships in the normal course of business such
disclosure shall be deemed effective, when once given, as to all transactions
and contracts subsequently entered into.
3.6 Dividends and Reserves. Dividends upon shares may be declared by the
Board of Directors at any regular or special meeting. Dividends may be paid in
cash, in property, in shares or otherwise in the form, and to the extent,
permitted by applicable law. The Board of Directors may set apart, out of any
funds of the Corporation available for dividends, a reserve or reserves for
working capital or for any other lawful purpose, and also may abolish any such
reserve in the manner in which it was created.
3.7 Regular Meetings. An annual meeting of the Board of Directors shall be
held, without notice other than as provided in these By-Laws, immediately
after, and at the same place as, the annual meeting of the shareholders. The
Board of Directors may provide, by resolution, the time and place, either
within or without the State of Illinois, for the holding of additional regular
meetings without notice other than such resolution.
3.8 Special Meetings. Special meetings of the Board of Directors may be
called by the President and shall be called by the Secretary at the request of
any two directors, to be held at such time and place, either within or without
the State of Illinois, as shall be designated by the call.
3.9 Notice of Special Meetings. Except as otherwise prescribed by statute,
written or actual oral notice of the time and place of each special meeting of
the Board of Directors shall be given at least two (2) day prior to the time
of holding the meeting. Any director may waive notice of any meeting.
3.10 Quorum. The presence of not less than a majority of the Board of
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business. Except as otherwise provided by applicable law, the
articles of incorporation or these By-Laws, the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors. If a quorum shall not be present at any meeting of
directors, 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.
Unless otherwise provided by the articles of incorporation, any member of the
Board of Directors or of any committee designated by the Board may participate
in a meeting of the directors or committee by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting by means of
such equipment shall constitute presence in person at such meeting.
3.11 Presumption of Assent. Unless otherwise provided by applicable law, a
director of the Corporation who is present at a meeting of the Board of
Directors at which action is taken on any corporate matter shall be presumed
to have assented to the action taken unless such director's dissent shall be
entered in the minutes of the meeting or unless such director shall file such
director's written dissent to such action with the person acting as secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
3.12 Action Without Meeting. Except as otherwise provided by applicable law,
the articles of incorporation or these By-Laws, 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 a written consent
thereto, setting forth the action so taken, is signed by all members of the
board or of such committee entitled to vote, as the case may be, and such
written consent is filed with the minutes of proceedings of the board or
committee.
3.13 Presiding Officer. The presiding officer at any meeting of the Board of
Directors shall be the President or, in such President's absence, any other
director elected chairman by vote of a majority of the directors present at
the meeting.
3.14 Executive Committee. The Board of Directors may, by resolution passed by
a majority of the number of directors fixed by these By-Laws, designate two or
more directors of the Corporation to constitute an executive committee. The
executive committee shall, to the extent provided in the resolution and by
applicable law, have and may exercise any power and authority of the Board of
Directors in the management of the business and affairs of the Corporation.
3.15 Other Committees. The Board of Directors may, by resolution passed by a
majority of the number of directors, designate such other committees as it may
periodically determine. Any committee shall consist of such number of
directors, shall serve for such term and shall have and may exercise, during
intervals between meetings of the Board of Directors, such duties, functions
and powers as the Board of Directors may periodically prescribe, except that a
committee may not authorize distributions; approve or recommend to
shareholders any act required by applicable law to be approved by
shareholders; fill vacancies on the board or on any of its committees; elect
or remove officers or fix the compensation of any member of the committee;
adopt, amend or repeal these By-Laws; approve a plan of merger not requiring
shareholder approval; authorize or approve reacquisition of shares, except
according to a general formula or method prescribed by the Board of Directors;
authorize or approve the issuance or sale, or contract for sale, of shares or
determine the designation and relative rights, preferences and limitations of
a series of shares, except that the board may direct a committee to fix the
specific terms of the issuance or sale or contract for sale or the number of
shares to be allocated to particular employees under an employee benefit plan;
or amend, alter, repeal or take action inconsistent with any resolution or
action of the Board of Directors when the resolution or action of the Board of
Directors provides by its terms that it shall not be amended, altered or
repealed by action of a committee.
3.16 Quorum and Manner of Acting - Committees. The presence of a majority of
members of any committee shall constitute a quorum for the transaction of
business at any meeting of such committee, and the act of a majority of those
present shall be necessary for the taking of any action.
3.17 Committee Chairman, Books and Records. The Chairman of any committee
shall be selected from among the members of the committee by the Board of
Directors. Any committee shall keep a record of its acts and proceedings, and
any action of each committee shall be reported to the Board of Directors at
its next meeting. Any committee shall fix its own rules of procedure not
inconsistent with applicable law, these By-Laws or the resolution of the Board
of Directors designating such committee and shall meet at such times and
places and upon such call or notice as shall be provided by such designation.
3.18 Fees and Compensation of Directors. The Board of Directors shall, by
the affirmative vote of a majority of directors then in office, and
irrespective of any personal interest of any of its members, have the
authority to establish reasonable compensation of all directors for services
to the Corporation as directors, including expenses incurred.
3.19 Reliance Upon Records. Each director of the Corporation, or member of
any committee designated by the Board of Directors shall be fully protected in
relying in good faith upon the books of account or reports made to the
Corporation by any of its officials, by an independent certified public
accountant, by an appraiser selected with reasonable care by the Board of
Directors or by such committee, or in relying in good faith upon other records
of the Corporation, including the records expressing or relating to the value
and amount of assets, liabilities and profits of the Corporation or any other
facts pertinent to the existence and amount of surplus or other funds from
which dividends may properly be declared or paid or with which shares of the
Corporation might lawfully be purchased or redeemed.
ARTICLE IV: Notices
4.1 Manner of Notice. Whenever notice is required to be given to any
shareholder, director or member of any committee designated by the Board of
Directors, such notice may be given by any commercially acceptable means in
writing or otherwise, including by depositing such notice in a sealed
envelope, in the United States mail, postage prepaid, addressed to such
addressee at the address of such addressee as it appears on the books of the
Corporation or, in the case of a director, at such director's last known
address. Notice shall be deemed to be given at the time when deposited in the
United States mails or otherwise delivered to the commercially acceptable
means of communication.
Except in the case of written shareholder notice, any notice requirement shall
be deemed satisfied if actual notice is received by the person entitled
thereto as far in advance of the event with respect to which notice is given
as the minimum notice period required by applicable law or these By-Laws.
4.2 Waiver of Notice. Any notice requirement may be waived in writing signed
by the person entitled to such notice, whether before, at or after the time
stated therein. Except where a person attends a meeting for the purpose of
objecting to such meeting, or for the purpose of objecting to the transaction
of any business because such notice is not lawfully called or convened,
attendance at a meeting by a person who is the subject of a notice requirement
shall constitute a waiver of notice of such meeting.
Except as otherwise required by applicable law, the articles of incorporation
or these By-Laws, neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareholders, directors or committee
of directors need be specified in any written waiver of notice.
ARTICLE V: Officers
5.1 Office and Official Positions. The officers of the Corporation shall be
a President, one or more Vice Presidents, a Secretary, a Treasurer, and such
Assistant Secretaries, Assistant Treasurer, and other officers as the Board of
Directors shall periodically determine to be appropriate.
Any two or more offices may be held by the same person. None of the officers
need be a director, a shareholder of the Corporation or a resident of the
State of Illinois. The Board of Directors may periodically establish, and
abolish, official positions within the divisions into which the business and
operations of the Corporation are divided and assign titles and duties to such
positions. A person appointed to any official position within any division
need not be an officer of the Corporation.
The Board of Directors may periodically appoint officers to official positions
within a division and remove any person so appointed with or without cause.
The authority incident to an official position within a division shall be
limited to acts and transactions within the scope of the business and
operations of such division.
5.2 Election and Term of Office. The officers of the Corporation shall be
elected annually by the Board of Directors. Any officer shall hold office
until the first to occur of the election of such officer's successor, or such
officer's death, resignation or removal.
5.3 Removal and Resignation. Any officer may be removed, with or without
cause, by a majority of the directors then in office at any regular or special
meeting of the board.
Any officer may resign upon written notice to the Board of Directors, to the
President or to the Secretary. Except as otherwise specified in such
resignation, any resignation shall be effective on the date received and need
not be accepted by the Corporation.
5.4 Vacancies. A vacancy in any office because of death , resignation,
removal, or any other cause may be filled for the unexpired portion of the
term by the Board of Directors.
5.5 President. The President shall be the chief executive officer of the
Corporation and shall preside at all meetings of the shareholders, the Board
of Directors or any committee of the Board if such President is a member.
The President shall have the overall supervision of the business of the
Corporation and shall direct the affairs and policies of the Corporation,
subject to such policies and directions as may periodically be promulgated by
the Board of Directors. The President shall have authority to designate the
duties and powers of other officers and delegate special powers and duties to
specified officers, so long as such designation shall not be inconsistent with
applicable law, the articles of incorporation, these By-Laws or action of the
Board of Directors. The President may execute any deed, mortgage, bond,
contract or other instrument of the Corporation except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by the President to some other officer or agent of the
Corporation.
The President may sign with the Secretary or any Assistant Secretary or the
Treasurer or any Assistant Treasurer, any certificate for shares, the issuance
of which shall have been duly authorized by the Board of Directors, and shall
vote, or give a proxy to any other person to vote, all shares of any other
corporation standing in the name of the Corporation.
Subject to the limitations and satisfaction of the conditions expressed in the
preceding paragraphs, the President shall have all powers and shall perform
all duties which are incident to the chief executive office of a Corporation
or as may periodically be prescribed by the Board of Directors.
5.6 Vice Presidents. Absent the President, the Vice Presidents in order of
their rank as fixed by the Board of Directors or, if not ranked, the Vice
President designated by the Board of Directors or the President, shall perform
all duties and shall have all powers of the President.
The Vice Presidents shall have such other powers and perform such other
duties, not inconsistent with applicable law, the articles of incorporation,
these By-Laws, or action of the Board of Directors, as may periodically be
prescribed for them, respectively, by the Board of Directors or the President.
Any Vice President may sign, with the Secretary or an Assistant Secretary, or
the Treasurer or an Assistant Treasurer, certificates for shares of the
Corporation, the issuance of which shall have been duly authorized by the
Board of Directors.
5.7 Secretary. The Secretary shall:
(a) keep the minutes of the meetings of the shareholders, the Board of
Directors and committees of directors, in one or more books provided for such
purpose;
(b) see that all notices are fully given in accordance with the provisions of
these By-Laws or as required by applicable law;
(c) have charge of the corporate records and of the seal of the Corporation;
(d) affix the seal of the Corporation or a facsimile thereof, or cause it to
be affixed, to all certificates for shares prior to the issue thereof and to
all documents the execution of which on behalf of the Corporation under its
seal is duly authorized by the Board of Directors or otherwise in accordance
with the provisions of these By-Laws;
(e) keep a register of the post office address of each shareholder, director
and committee member which shall periodically be furnished to the Secretary by
such shareholder, director or member;
(f) sign with the President, or a Vice President, certificates for shares of
the Corporation, the issuance of which shall have been duly authorized by
resolution of the Board of Directors;
(g) have general charge of the stock transfer books of the Corporation; and
(h) perform all duties incident to the office of Secretary and such other
duties as may periodically be assigned to the Secretary by the President or by
the Board of Directors. The Secretary may delegate such details of the
performance of duties of the Secretary's office as may be appropriate in the
exercise of reasonable care to one or more persons, but shall not be relieved
of responsibility for the performance of such duties.
5.8 Treasurer. The Treasurer shall:
(a) be responsible to the Board of Directors for the receipt, custody and
disbursements of all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation
from any source whatsoever and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositories as shall from
time to time be selected in accordance with the provisions of these By-Laws;
(c) disburse the funds of the Corporation as ordered by the Board of Directors
or the President or as otherwise required in the conduct of the business of
the Corporation;
(d) render to the President or Board of Directors, upon request, an account of
all transactions as Treasurer and on the financial condition of the
Corporation;
(e) perform all the duties incident to the office of Treasurer and such other
duties as may periodically be assigned to the Treasurer by the President, by
the Board of Directors or these By-Laws. The Treasurer may sign, with the
President, or a Vice President, certificates for shares of the Corporation,
the issuance of which shall have been duly authorized by resolution of the
Board of Directors. The Treasurer may delegate such details of the
performance of duties of the Treasurer's office as may be appropriate in the
exercise of reasonable care to one or more persons, but shall not be relieved
of responsibility for the performance of such duties.
5.9 Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers
and Assistant Secretaries shall perform all functions and duties which the
Secretary or Treasurer, as the case may be, may assign or delegate.
5.10 Salaries. The salaries of the officers shall be periodically determined
by the Board of Directors or as it shall otherwise direct. No officer shall
be prevented from receiving a salary or other compensation by reason of the
fact that such officer is also a director of the Corporation.
ARTICLE VI: Divisions
6.1 Divisions of the Corporation. The Board of Directors may periodically
establish such operating divisions of the Corporation as the Board of
Directors periodically determines to be appropriate.
6.2 Official Positions Within a Division. Except as otherwise periodically
provided by the Board of Directors, the President may appoint and remove, with
or without cause, any individual as an officer within a division.
ARTICLE VII: Contracts, Loans, Checks and Deposits
7.1 Contracts and Other Instruments. The Board of Directors may periodically
authorize any person to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, or of any division
thereof and such authorization may be general or confined to specific
instances.
7.2 Loans. No loan shall be contracted on behalf of the Corporation, or any
division thereof, and no evidence of indebtedness shall be issued in the name
of the Corporation, or any division thereof, unless authorized by a resolution
of the Board of Directors and such authorization may be general or confined to
specific instances.
7.3 Checks, Drafts. Any check, demand, draft or other order for the payment
of money, note or other evidence of indebtedness issued in the name of the
Corporation, or any division thereof, shall be signed by such person as the
Board of Directors shall periodically designate.
7.4 Deposits. Any funds of the Corporation, or any division thereof, not
otherwise employed shall be periodically deposited to the credit of the
Corporation in such bank, trust company or other depository as the Board of
Directors may periodically designate.
ARTICLE VIII: Certificates of Shares and Their Transfer
8.1 Certificates of Shares. The certificates of shares shall be in such form
as may be periodically determined by the Board of Directors, shall be numbered
and entered in the books of the Corporation as they are issued, and shall
exhibit the holder's name and number of shares, that the Corporation is
organized under the Illinois Business Corporation Act, and shall be signed by
the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary.
If any share certificate is signed by a transfer agent and a registrar, the
signature of any officer of the Corporation may be facsimile. If any officer
whose facsimile signature has been used on any certificate, and such officer
shall cease to act in such capacity before such certificate is delivered by
the Corporation, such certificate may nevertheless be delivered by the
Corporation without regard to the cessation of such officer.
Any certificate surrendered to the Corporation for transfer shall be canceled
and no new certificate shall be issued to evidence transferred shares until
the former certificate shall have been surrendered.
8.2 Lost, Stolen or Destroyed Certificate. The Board of Directors may
periodically promulgate procedures to be followed in connection with the
issuance of new certificates in replacement of any certificate previously
issued by the Corporation.
8.3 Transfers of Shares. Subject to the satisfaction of the conditions
periodically expressed by the Board of Directors, upon the surrender of a
certificate representing shares of the Corporation, the Corporation shall
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books. Transfers of shares
shall be made only on the books of the Corporation by the registered holder
thereof or by its attorney or successor duly authorized as evidenced by
documents filed with the Secretary or transfer agent of the Corporation. The
person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes.
8.4 Restrictions on Transfer. Subject to such conditions and limitations as
the Board of Directors may periodically promulgate, and except as otherwise
provided by any applicable law, the articles of incorporation or these By-
Laws, any shareholder or the Corporation may enter into any agreement
restricting the transferability of any shares of the Corporation, granting
put, call, or other rights or responsibilities with respect to such shares on
such terms and conditions as are equally applicable to any other shareholder
of the Corporation. Any restriction on the transferability of any shares may
be expressed on the certificate representing such shares.
8.5 No Fractional Share Certificates. Certificates shall not be issued
representing any fractional share.
8.6 Fixing Record Date. The Board of Directors may fix in advance a date,
not exceeding sixty (60) days, nor less than ten (10) days, preceding the date
of any meeting of shareholders, or the date for the payment of any dividend,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of shares shall be effective, or a date in connection
with obtaining any consent, as a record date for the termination of the
shareholders entitled to notice of, and to vote at, any such meeting, or
adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of shares, or to give such consent, and in
such case such shareholders and only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to notice of,
and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation
after any such record date.
8.7 Shareholders of Record. Except as otherwise required by applicable law,
the Corporation may treat the holder of record of any share as the holder in
fact thereof.
ARTICLE IX: General Provisions
9.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1
and shall end on December 31.
9.2 Seal. The Board of Directors may provide a corporate seal which shall
have inscribed thereon the name of the Corporation, and the words "CORPORATE
SEAL" and "Illinois;" and it shall otherwise be in the form approved by the
Board of Directors. The seal may be used by causing it, or a facsimile
thereof, to be impressed or affixed or otherwise reproduced.
ARTICLE X: Indemnification
10.1 Third Party Action. 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, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or who is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, if such person acted in good
faith and in a manner he or she 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 or her conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be
in or not opposed to the best interests of the Corporation or with respect to
any criminal action or proceeding, that the person had reasonable cause to
believe that his or her conduct was unlawful.
10.2 Corporation Action. 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 or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit, if such person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to the best interests of the Corporation,
provided that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
as the court shall deem proper.
10.3 Fees. To the extent that a director, officer, employee or agent of the
Corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in Sections 10.1 Third Party Action
or 10.2 Corporation Action, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by such person in connection
therewith.
10.4 Conditions Precedent. Any indemnification under Sections 10.1 Third
Party Action or 10.2 Corporation Action, unless ordered by a court, shall be
made by the Corporation only as authorized in the specific case, upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable
standard of conduct expressed in Sections 10.1 Third Party Action or 10.2
Corporation Action. Such determination shall be made by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or if such quorum is not
obtainable or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
shareholders.
10.5 Expenses. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding, as authorized by the board of
directors in the specific case, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount, unless it
shall ultimately be determined that he or she is entitled to be indemnified by
the Corporation as authorized in this Article.
10.6 Non-Exclusivity. The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any by-law, the articles of incorporation, agreement,
vote of shareholders or disinterested directors or otherwise, both as to
action in such person's official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent, and shall inure to the benefit of
the heirs, executors and administrators of such a person.
10.7 Insurance. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this section.
10.8 Reporting. If the Corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the Corporation shall
report the indemnification or advance in writing to the shareholders with or
before the notice of the next shareholders meeting.
10.9 Definitions. For purposes of this Article, references to "the
Corporation" or "this Corporation" shall include, in addition to any surviving
corporation, any merging corporation (including any corporation having merged
with a merging corporation) absorbed in a merger which, if its separate
existence had continued, would have had the power and authority to indemnify
its directors, officers and employees or agents, so that any person who was a
director, officer, employee or agent of such merging corporation, or was
serving at the request of such merging corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprises, shall stand in the same position under the provisions of
this Article with respect to the surviving corporation as such person would
have with respect to such merging corporation if its separate existence had
continued.
For purposes of this Article, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references
to "serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties
on, or involves services by such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries. A
person who acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed
to the best interest of the Corporation" as referred to in this Article.
ARTICLE XI: Amendments
These By-Laws may be made, altered, amended or repealed by the shareholders or
the Board of Directors. Any By-Law made, altered, amended or repealed by the
shareholders may be altered, amended or repealed by the Board of Directors, or
by the shareholders.