THE ST. PAUL COMPANIES, INC.
BY LAWS
INDEX
ARTICLE I.
OFFICES
Page
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Sec. 1 Registered Office 1
Sec. 2 Principal Executive Office 1
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Sec. 1 Place of Meeting 1
Sec. 2 Regular Annual Meeting 1
Sec. 3 Special Meeting 1
Sec. 4 Notice 1
Sec. 5 Record Date 1
Sec. 6 Quorum 2
Sec. 7 Voting Rights 2
Sec. 8 Proxies 2
Sec. 9 Act of the Shareholders 2
Sec. 10 Business of the Meeting 2
Sec. 11 Nomination of Directors 3
ARTICLE III.
BOARD OF DIRECTORS
Sec. 1 Board to Manage 3
Sec. 2 Number and Term of Office 4
Sec. 3 Meetings of the Board 4
Sec. 4 Advance Action by Absent Directors 4
Sec. 5 Electronic Communications 4
Sec. 6 Quorum 4
Sec. 7 Act of the Board 4
Sec. 8 Board - Appointed Committees 4
ARTICLE IV.
OFFICERS
Sec. 1 Required Officers 4
Sec. 2 Chairman 5
Sec. 3 President 5
Sec. 4 Chief Financial Officer 5
Sec. 5 Corporate Secretary 6
ARTICLE V.
STOCK CERTIFICATES/TRANSFER
Sec. 1 Certificate 6
Sec. 2 Transfer of Shares 6
Sec. 3 Lost, Stolen or Destroyed Certificates 6
ARTICLE VI.
GENERAL PROVISIONS
Sec. 1 Voting of Shares 7
Sec. 2 Execution of Documents 7
Sec. 3 Transfer of Assignment of Securities 7
Sec. 4 Fiscal Year 7
Sec. 5 Seal 7
Sec. 6 Indemnification 7
BYLAWS OF
THE ST. PAUL COMPANIES, INC.
ARTICLE I
Offices
Section 1. Registered Office. The registered office of
the corporation required by Chapter 302A of the Minnesota
Statutes ("Chapter 302A") to be maintained in the State of
Minnesota is 385 Washington Street, St. Paul, Minnesota
55102.
Section 2. Principal Executive Office. The principal
executive office of the corporation, where the chief
executive officer of the corporation has an office, is 385
Washington Street, St. Paul, Minnesota 55102.
Article II
Meetings of Shareholders
Section 1. Place of Meeting. All meetings of the
shareholders shall be held at the registered office of the
corporation or, except for a meeting called by or at the
demand of a shareholder, at such other place as may be fixed
from time to time by the board of directors (the "board").
Section 2. Regular Annual Meeting. A regular annual
meeting of shareholders shall be held on the first Tuesday
of May of each year for the purpose of electing directors
and for the transaction of any other business appropriate
for action by the shareholders.
Section 3. Special Meetings. Special meetings of the
shareholders may be called at any time by the Chief
Executive Officer or the Chief Financial Officer or by two
or more directors or by a shareholder or shareholders
holding ten percent or more of the voting power of all
shares entitled to vote; except that a special meeting
called by shareholders for the purpose of considering any
action to directly or indirectly facilitate or effect a
business combination, including any action to change or
otherwise affect the composition of the board of directors
for that purpose, must be called by twenty-five percent or
more of the voting power of all shares entitled to vote. A
shareholder or shareholders holding the requisite voting
power may demand a special meeting of shareholders only by
giving the written notice of demand required by law.
Special meetings shall be held on the date and at the time
and place fixed as provided by law.
Section 4. Notice. Notice of all meetings of
shareholders shall be given to every holder of voting shares
in the manner and pursuant to the requirements of Chapter
302A.
Section 5. Record Date. The board shall fix a record
date not more than 60 days before the date of a meeting of
shareholders as the date for the determination of the
holders of voting shares entitled to notice of and to vote
at the meeting.
Section 6. Quorum. The holders of a majority of the
voting power of the shares entitled to vote at a meeting
present in person or by proxy at the meeting are a quorum
for the transaction of business. If a quorum is present
when a meeting is convened, the shareholders present may
continue to transact business until adjournment sine die,
even though the withdrawal of a number of shareholders
originally present leaves less than the proportion otherwise
required for a quorum.
Section 7. Voting Rights. Unless otherwise provided in
the terms of the shares, a shareholder has one vote for each
share held on a record date. A shareholder may cast a vote
in person or by proxy. Such vote shall be by written ballot
unless the chairman of the meeting determines to request a
voice vote on a particular matter.
Section 8. Proxies. The chairman of the meeting shall,
after shareholders have had a reasonable opportunity to vote
and file proxies, close the polls after which no further
ballots, proxies, or revocations shall be received or
considered.
Section 9. Act of the Shareholders. Except as otherwise
provided by Chapter 302A of the restated articles of
incorporation of the corporation, the shareholders shall
take action by the affirmative vote of the holders of a
majority of the voting power of the shares present at the
time a vote is cast.
Section 10. Business of the Meeting. At any annual
meeting of shareholders, only such business shall be
conducted as shall have been brought before the meeting (i)
by or at the direction of the board or (ii) by any
shareholder who is entitled to vote with respect thereto and
who complies with the notice procedures set forth in this
section 10. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the corporate
secretary. To be timely, a shareholder's notice must be
delivered or mailed to and received at the principal
executive office of the corporation not less than 60 days
prior to the date of the annual meeting; provided, however,
that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholders to be
timely must be received not later than the close of business
on the 10th day following the day of which such notice of
the date of the annual meeting was mailed or such public
disclosure was made. A shareholder's notice to the
corporate secretary shall set forth as to each matter such
shareholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting
such business at the annual meeting (ii) the name and
address, as they appear on the corporation's share register,
of the shareholder proposing such business; (iii) the class
and number of shares of the corporation's capital stock that
are beneficially owned by such shareholder and (iv) any
material interest of such shareholder in such business. No
shareholder proposal will be eligible for inclusion in the
corporation's proxy materials or form of proxy for any
annual meeting of shareholders unless received by the
corporate secretary of the corporation on or before the
first day of December next preceding the date of the annual
meeting. Notwithstanding anything in the bylaws to the
contrary, no business shall be brought before or conducted
at the annual meeting except in accordance with the
provisions of this section 10. The officer of the
corporation or other person presiding over the annual
meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions
of this section 10 and, if he shall so determine, he shall
so declare to the meeting and any such business so
determined to be not properly brought before the meeting
shall not be transacted.
At any special meeting of shareholders, the business
transacted shall be limited to the purposes stated in the
notice of the meeting. With respect to a special meeting
held pursuant to the demand of a shareholder or
shareholders, the purposes shall be limited to those
specified in the demand in the event that the shareholder or
shareholders are entitled by law to call the meeting because
the board does not do so.
Section 11. Nomination of Directors. Only persons who
are nominated in accordance with the procedures set forth in
these bylaws shall be eligible for election as directors.
Nominations of persons for election to the board of the
corporation may be made at a meeting of shareholders at
which directors are to be elected only (i) by or at the
direction of the board or (ii) by any shareholder of the
corporation entitled to vote for the election of directors
at the meeting who complies with the notice procedures set
forth in this section 11. Such nominations, other than
those made by or at the direction of the board, shall be
made by timely notice in writing to the corporate secretary.
To be timely, a shareholder's notice shall be delivered or
mailed to and received at the principal executive office of
the corporation not less than 60 days prior to the date of
the meeting, provided, however, that in the event that less
than 70 days' notice or prior disclosure of the date of this
meeting is given or made to shareholders, notice by the
shareholders to be timely must be so received not later than
the close of business on the 10th day following the date on
which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice
shall set forth (i) as to each person whom such shareholder
proposes to nominate for election as a director, all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being
named in the proxy statement as a nominee and to serving as
a director if elected), and (ii) as to the shareholder
giving the notice (a) the name and address, as they appear
on the corporation's share register, of such shareholder and
(b) the class and number of shares of the corporation's
capital stock that are beneficially owned by such
shareholder, and shall be accompanied by the written consent
of each such person to serve as a director of the
corporation, if elected. At the request of the board any
person nominated by the board for election as a director
shall furnish to the corporate secretary that information
required to be set forth in a shareholder's notice of
nomination which pertains to the nominee. No person shall
be eligible for election as a director of the corporation
unless nominated in accordance with the provisions of this
section 11. The officer of the corporation or other person
presiding at the meeting shall, if the facts so warrant,
determine and declare to the meeting that a nomination was
not made in accordance with such provisions and, if he shall
so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
ARTICLE III
Board of Directors
Section 1. Board to Manage. The business and affairs of
the corporation shall be managed by or under the direction
of the board.
Section 2. Number and Term of Office. The number of
directors shall be at least ten (10) but not more than
eighteen (18), as determined from time to time by the board.
Each director shall be elected to serve for a term that
expires at the next regular annual meeting of the
shareholders and when a successor is elected and has
qualified, or at the time of the earlier death, resignation,
removal or disqualification of the director.
Section 3. Meetings of the Board. The board may hold
meetings either within or without the State of Minnesota at
such places as the board may select. If the board fails to
select a place for a meeting, the meeting shall be held at
the principal executive office of the corporation. Four
regular meetings of the board shall be held each year. One
shall be held immediately following the regular annual
meeting of the shareholders. The other three regular
meetings shall be held on dates and at times determined by
the board. No notice of a regular meeting is required if
the date, time and place of the meeting has been announced
at a previous meeting of the board. A special meeting of
the board may be called by any director or by the chief
executive officer by giving, or causing the corporate
secretary to give at least twenty-four hours notice to all
directors of the date, time and place of the meeting.
Section 4. Advance Action by Absent Directors. A
director may give advance written consent or opposition to a
proposal to be acted on at a board meeting.
Section 5. Electronic Communications. A board meeting
may be held and participation in a meeting may be effected
by means of communications permitted by Chapter 302A.
Section 6. Quorum. At all meetings of the board, a
majority of the directors then holding office is a quorum
for the transaction of business. In the absence of a
quorum, a majority of the directors present may adjourn a
meeting from time to time until a quorum is present. If a
quorum is present when a meeting is convened, the directors
present may continue to transact business until adjournment
sine die even though the withdrawal of a number of directors
originally present leaves less than the proportion otherwise
required for a quorum.
Section 7. Act of the Board. The board shall take
action by the affirmative vote of at least a majority of the
directors present at a meeting. In addition, the board may
act without a meeting by written action signed by all of the
directors then holding office.
Section 8. Board-Appointed Committees. A resolution
approved by the affirmative vote of a majority of the
directors then holding office may establish committees
having the authority of the board in the management of the
business of the corporation to the extent provided in the
resolution and each such committee is subject at all times
to the direction and control of the board except as provided
by Chapter 302A with respect to a committee of disinterested
persons.
ARTICLE IV
Officers
Section 1. Required Officers. The corporation shall
have officers who shall serve as chief executive officer and
chief financial officer and such other officers as the board
shall determine from time to time.
Section 2. Chairman. The board shall at its regular
meeting each year immediately following the regular annual
shareholders meeting elect from its number a chairman who
shall serve until the next regular meeting of the board
immediately following the regular annual shareholders
meeting. The chairman shall be the chief executive officer
of the corporation and shall
(a) have general policy level responsibility for the
management of the business and affairs of the
corporation;
(b) have responsibility for development and
implementation of long range plans for the
corporation;
(c) preside at all meetings of the board and of the
shareholders;
(d) see that all the orders and resolutions of the board
are carried into effect;
(e) perform other duties prescribed by the board or
these bylaws.
In the absence of the president, the chairman shall assume
the duties of the president.
Section 3. President. The board shall at its regular
meeting each year immediately following the regular annual
shareholders meeting elect a president who shall serve until
the next regular meeting of the board immediately following
the regular annual meeting of the shareholders. The
president shall be the chief operating officer of the
corporation and shall
(a) have responsibility for the operational aspects of
the business and affairs of the corporation;
(b) have responsibility to direct and guide operations
to achieve corporate profit, growth and social
responsibility objectives; and
(c) perform other duties prescribed by the board and
these bylaws.
In the absence of the chairman, the president shall assume
the duties of chairman.
In the event of the inability of both the chairman and the
president to act, then the executive vice president with the
greatest seniority in office, if any, the senior vice
president with the greatest seniority in office, if any, or
if neither of the foregoing is available, then the vice
president with the greatest seniority in that office shall
perform the duties and exercise the powers of the chairman
and the president during the period of their inability or
until the next meeting of the executive committee or the
board.
Section 4. Chief Financial Officer. The board shall
elect one or more officers, however denominated, to serve at
the pleasure of the board who shall together share the
function of chief financial officer.
The function of chief financial officer shall be to
(a) cause accurate financial records to be maintained
for the corporation;
(b) cause all funds belonging to the corporation to be
deposited in the name of and to the credit of the
corporation in banks and other depositories selected
pursuant to general and specific board resolutions;
(c) cause corporate funds to be disbursed as appropriate
in the ordinary course of business;
(d) cause appropriate internal control systems to be
developed, maintained, improved and implemented; and
(e) perform other duties prescribed by the board, the
chairman or the president.
Section 5. Corporate Secretary. The board shall elect
a corporate secretary who shall serve at the pleasure of the
board. The corporate secretary shall
(a) be present at and maintain records of and certify
proceedings of the board and the shareholders and,
if requested, of the executive committee and other
board committees;
(b) serve as custodian of all official corporate records
other than those of a financial nature;
(c) cause the corporation to maintain appropriate
records of share transfers and shareholders; and
(d) perform other duties prescribed by the board, the
chairman or the president.
In the absence of the corporate secretary, a secretary,
assistant secretary or other officer shall be designated by
the president to carry out the duties of corporate
secretary.
ARTICLE V
Share Certificates/Transfer
Section 1. Certificate. Certificated shares of this
corporation shall be in such form as prescribed by law and
adopted by the board.
Section 2. Transfer of Shares. Transfer of shares on
the books of the corporation shall be made by the transfer
agent and registrar in accordance with procedures adopted by
the board.
Section 3. Lost, Stolen or Destroyed Certificates. No
certificate for shares of the corporation shall be issued in
place of one claimed to be lost, stolen or destroyed except
in compliance with Section 336.8-405, Minnesota Statutes, as
amended from time to time, and the corporation may require a
satisfactory bond of indemnity protecting the corporation
against any claim by reason of the lost, stolen or destroyed
certificate.
ARTICLE VI
General Provisions
Section 1. Voting of Shares. The chairman, president,
any vice president or the corporate secretary, unless some
other person is appointed by the board, may vote shares of
any other corporation held or owned by the corporation and
may take any required action with respect to investments in
other types of legal entities.
Section 2. Execution of Documents. Deeds, mortgages,
bonds, contracts and other documents and instruments
pertaining to the business and affairs of the corporation
may be signed and delivered on behalf of the corporation by
the chairman, president, any vice president or corporate
secretary or by such other person or by such other officers
as the board may specify.
Section 3. Transfer of Assignment of Securities. The
chairman, the president, the chief financial officer, the
treasurer, or any vice president, corporate secretary,
secretary or assistant secretary of the corporation shall
execute the transfer and assignment of any securities owned
by or held in the name of the corporation. The transfer and
assignment of securities held in the name of a nominee of
the corporation may be accomplished pursuant to the contract
between the corporation and the nominee.
Section 4. Fiscal Year. The fiscal year of the
corporation shall end on December 31 of each year.
Section 5. Seal. The corporation shall have a
circular seal bearing the name of the corporation and an
impression of a man at a plow, a gun leaning against a stump
and an Indian on horseback.
Section 6. Indemnification. Subject to the
limitations of the next sentence, the corporation shall
indemnify and make permitted advances to a person made or
threatened to be made a party to a proceeding by reason of
his former or present official capacity against judgments,
penalties, fines (including without limitation excise taxes
assessed against the person with respect to an employee
benefit plan), settlements and reasonable expenses
(including without limitation attorneys' fees and
disbursements) incurred by him in connection with the
proceeding in the manner and to the fullest extent permitted
or required by Section 302A.521, Minnesota Statutes 1981
Supplement, as amended from time to time. Notwithstanding
the foregoing, the corporation shall neither indemnify nor
make advances under Section 302A.521 to any person who at
the time of the occurrence or omission claimed to have given
rise to the matter which is the subject of the proceeding
only had an agency relationship to the corporation and was
not at that time an officer, director or employee thereof
unless such person and the corporation were at that time
parties to a written contract for indemnification or
advances with respect to such matter or unless the board
specifically authorizes such indemnification or advances.