BYLAWS OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
ARTICLE I
SHAREHOLDERS' MEETING
SECTION 1. Annual Meeting. The Annual Meeting of the Shareholders
for the election of the Directors and for the transaction of any
other business pertaining to the corporation (whether or not stated
in the notice of the meeting) shall be held at such time, date and
place as the Board of Directors, by resolution, shall determine and
set forth in the notice of the meeting.
SECTION 2. Special Meetings. Special Meetings of the Shareholders
shall be called whenever ordered by the Chairman of the Board, the
President, a quorum of the Board of Directors, or the holders of at
least one-quarter (1/4) of the total amount of stock issued and
outstanding. Notice of the meeting may be waived and neither the
business to be transacted at, nor the purpose of the meeting, need
be specified in the waiver of notice. In the absence of waiver of
notice, the purposes for which the meeting is called shall be
stated in the notice and no other corporate action shall be taken
without the consent of all Shareholders entitled to vote.
SECTION 3. Place of Meetings. All meetings of the Shareholders
shall be held at the office of the corporation in Englewood,
Colorado, or at such other place or places, within or without the
State of Colorado, as shall from time to time be designated by the
Board of Directors.
SECTION 4. Notice of Meetings. Notice of all meetings, regular or
special, shall be given by mailing to each Shareholder entitled to
vote thereat, directed to his address as it appears on the records
of the corporation, at least ten days and not more than fifty days
before such meeting, a written or printed notice of the time,
place, and purpose or purposes thereof.
SECTION 5. Quorum. The holders of a majority of the outstanding
stock of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum for all purposes. In the
absence of a quorum, the Shareholders entitled to vote thereat,
represented in person or by proxy, may adjourn the meeting to a day
certain.
SECTION 6. Voting. At all meetings of Shareholders each share of
stock held by a Shareholder, represented in person or by proxy,
shall be entitled to one vote. Proxies shall be in writing and
shall be signed by the Shareholder. Two judges of election shall
be appointed by the Chairman of the meeting at any Shareholders'
Meeting at which judges are required. The Directors shall be
elected by ballot, and each full-paid share of stock shall be
entitled to one vote. Shares may be voted by proxy, signed by the
person legally entitled to vote the same. Each Shareholder shall
have the right to cast as many votes in the aggregate as shall
equal the number of shares of stock held by him, multiplied by the
number of Directors to be elected.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Number and Authority. The business and property of
this corporation shall be conducted and managed by a Board of
Directors consisting of not more than 25 Directors and not less
than 5 Directors, the exact number thereof to be fixed and
determined by action taken from time to time by the Board of
Directors.
SECTION 2. Election. At each annual meeting of Shareholders, the
Shareholders shall elect Directors to hold office until the next
succeeding annual meeting. Each Director shall hold office for the
term for which he is elected and until his successor has been
elected and qualified, subject to removal as hereinafter provided.
SECTION 3. Removal and Vacancies. Any or all Directors may be
removed at any time, with or without cause, by a majority vote of
the Shareholders who shall thereupon elect a successor Director or
Directors to fill the vacancy or vacancies -- and in which case the
election of such successor Directors may be at a Special Meeting of
Shareholders called for such purpose. A vacancy in the Board of
Directors, other than one occurring by reason of removal by
Shareholders, shall be filled by the Board of Directors to serve
until the next annual meeting of the Shareholders. Where the
number of Directors is increased additional Directors may be
elected by the Board of Directors to serve until the next annual
meeting of the Shareholders.
SECTION 4. Regular Meeting. The Regular Meeting of the Board of
Directors shall be held immediately following the Annual Meeting of
the Shareholders.
SECTION 5. Special Meetings. Special Meetings of the Board of
Directors may be called by order of the Chairman of the Board, the
President, or the Secretary.
SECTION 6. Place of Meetings. Meetings of the Board of Directors
shall be held at the office of the corporation in Englewood,
Colorado, or at such other place within or without the State of
Colorado as may be designated in the notice thereof.
SECTION 7. Notice of Meetings. Notice of meetings of the Board of
Directors, except the regular meeting of the Board, shall be given
by mailing to each member at least two days before such meeting, a
written or printed notice of the time, and place thereof. Such
notice may also be given by telegram sent at least one day before
such meeting.
SECTION 8. Business Transacted at Meetings. Any business may be
transacted and any corporate action taken at any meeting of the
Board of Directors whether stated in the notice of such meeting or
not, except as otherwise expressly required by law.
SECTION 9. Quorum. A majority of the number of Directors fixed by
Section 1 shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further
notice, for a period not to exceed 60 days at any one adjournment.
SECTION 10. Interest of Directors. Except as prohibited by
statute, any Director may vote or act on behalf of the corporation
in contracting with any other company although he may be a
Shareholder, Director, or Officer of such other company.
SECTION 11. Indemnification of Directors. The corporation may, by
resolution of the Board of Directors, indemnify and save harmless
out of the funds of the corporation to the extent permitted by
applicable law, any Director, Officer, or employee of the
corporation or any member or officer of any Committee, and his
heirs, executors, and administrators, from and against all claims,
liabilities, costs, charges, and expenses whatsoever that any such
Director, Officer, employee, or any such member or officer sustains
or incurs in or about any action, suit, or proceeding that is
brought, commenced, or prosecuted against him for or in respect of
any act, deed, matter, or thing whatsoever, made, done, or
permitted by him in or about the execution of the duties of his
office or employment with the corporation, in or about the
execution of his duties as a Director or Officer of another company
which he so serves at the request and on behalf of the corporation,
or in or about the execution of his duties as a member or officer
of any such Committee, and all other claims, liabilities, costs,
charges, and expenses that he sustains or incurs, in or about or in
relation to any such duties or the affairs of the corporation, the
affairs of such other company which he so serves or the affairs of
such Committee, except such claims, liabilities, costs, charges, or
expenses as are occasioned by his own willful neglect or default.
The corporation may, by resolution of the Board of Directors,
indemnify and save harmless out of the funds of the corporation to
the extent permitted by applicable law, any Director, Officer, or
employee of any subsidiary corporation of the corporation on the
same basis and within the same constraints as described in the
preceding sentence.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. Membership. The Board of Directors shall elect from
its own number an Executive Committee, to serve at the pleasure of
the Board, consisting of not less than three members, the exact
number to be fixed and determined by action taken from time to time
by the Board of Directors. The Executive Committee shall elect
from among its members a Chairman, and shall appoint a Secretary.
SECTION 2. Powers of the Executive Committee. The Executive
Committee shall have and may exercise all the powers of the Board
with respect to the conduct and management of the business and
property of the Company, except that the Executive Committee shall
not have power to declare dividends on or distributions of the
capital stock of the corporation, amend the Bylaws, fill vacancies
in the Committee or the Board of Directors, or exercise any powers
prohibited by C.R.S. Section 7-5-107 or which the Board of Directors may
from time to time, by proper resolution, reserve to itself.
SECTION 3. Meetings. The Committee may determine the times and
places for the holding of meetings. The Committee shall prepare
regular minutes of the transactions at its meetings and shall cause
them to be recorded in books kept for that purpose. All actions of
the Committee shall be reported to the Board of Directors at its
next meeting succeeding the date of such action.
SECTION 4. Place of Meetings. Meetings of the Executive Committee
shall be held at the office of the corporation in Englewood,
Colorado, or at such other place, within or without the State of
Colorado, as may be designated in the notice or waiver of notice of
the meeting.
SECTION 5. Notice of Meetings. Notice of all meetings shall be
given by mailing to each member at least two days before such
meeting, a written or printed notice of the time and place thereof.
Such notice may also be given by telegram at least one day before
such meeting.
SECTION 6. Quorum. A quorum shall consist of two members of the
Committee.
ARTICLE IV
INVESTMENT AND CREDIT COMMITTEE
SECTION 1. Membership. The Board of Directors shall elect from
its own number an Investment and Credit Committee, to serve at the
pleasure of the Board, consisting of not less than three members,
the exact number to be fixed and determined by action taken from
time to time by the Board of Directors. The Investment and Credit
Committee shall elect from among its members a Chairman, and shall
appoint a Secretary.
SECTION 2. Powers of the Investment and Credit Committee. The
Investment and Credit Committee shall have the authority to approve
the investments of the funds of the corporation, except for all or
any part of that authority which the Board of Directors may from
time to time, by proper resolution, reserve to itself.
SECTION 3. Meetings. The Committee may determine the times and
places for the holding of meetings. The Committee shall prepare
regular minutes of the transactions at its meetings and shall cause
them to be recorded in books kept for that purpose. All actions of
the Committee shall be reported to the Board of Directors at its
next meeting succeeding the date of such action.
SECTION 4. Place of Meetings. Meetings of the Investment and
Credit Committee shall be held at the office of the corporation in
Englewood, Colorado, or at such other place, within or without the
State of Colorado, as may be designated in the notice thereof.
SECTION 5. Notice of Meetings. Notice of all meetings shall be
given by mailing to each member at least two days before such
meetings, a written or printed notice of the time and place
thereof. Such notice may also be given by telegram at least one
day before such meetings.
SECTION 6. Quorum. A quorum shall consist of three members of the
Committee.
ARTICLE V
OFFICERS
SECTION 1. Duties in General. All Officers of the corporation, in
addition to the duties prescribed by the Bylaws, shall perform such
duties in the conduct and management of the business and property
of the corporation as may be determined by the Board of Directors.
In the case of more than one person holding an office of the same
title, any one of them may perform the duties of the office except
insofar as the Board of Directors, or the President may otherwise
direct.
SECTION 2. Number and Designation. The Officers of the
corporation shall be a Chairman of the Board, a President, one or
more Vice Presidents, one or more Secretaries, one or more
Treasurers, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other Officers and Committees as the
Board of Directors may from time to time deem advisable. It shall
be permissible for the same person to hold more than one office,
except that the offices of President and Secretary shall not be
held by the same person.
SECTION 3. Election and Term of Office. The Board of Directors
shall elect from their number a President and Vice President, and
shall appoint a Secretary, Treasurer, and such other Officers as
shall be prescribed in the Bylaws, and shall fill any vacancy that
may occur.
SECTION 4. Chairman of the Board. The Chairman of the Board of
Directors shall preside at all meetings of the Shareholders and at
all meetings of the Board and shall perform such other duties as
the Board of Directors may from time to time prescribe.
SECTION 5. President. The President, in the absence of the
Chairman of the Board, shall preside at all meetings of the
Shareholders and of the Board of Directors. He shall have the
powers and perform the duties usually pertaining to the Office of
President.
SECTION 6. Vice Presidents. The Vice Presidents shall have such
powers and perform such duties as may be assigned to them from time
to time by the Board of Directors or by the President. The Board
of Directors or the President may from time to time determine the
order of priority as between two or more Vice Presidents.
SECTION 7. Secretary. The Secretary shall keep the minutes of the
meetings of the Shareholders, of the Board of Directors, and of the
Executive and Investment Committees; shall issue notices of
meetings; shall have custody of the corporation's seal and
corporate books and records; shall have charge of the issuance,
transfer, and cancellation of stock certificates; shall have
authority to attest and affix the corporate seal of any instruments
executed on behalf of the corporation; and shall perform such other
duties as are incident to his office and as are required by the
Board of Directors or the President.
SECTION 8. Assistant Secretaries. The Assistant Secretaries in
order of their priority shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the
Secretary, and shall have such other powers and perform such other
duties as may be assigned to them from time to time by the Board of
Directors or the President.
SECTION 9. Treasurer. The Treasurer shall have custody of the
funds and securities of the corporation and shall deposit the same
in such banks or depositories as the Board of Directors or the
President may direct. The Treasurer may, under the direction of
the Board of Directors, disburse all monies and sign checks or
other instruments drawn on or payable out of the funds of the
corporation, which, however, shall be countersigned by the
President, a Vice President, the Secretary, or an Assistant
Secretary, or an Assistant Treasurer. He shall also make such
transfers of the securities of the corporation as may be ordered by
the Board of Directors or the President. In general, the Treasurer
shall perform all of the duties incident to his office and such
other duties as are required of him by the Board of Directors or
the President.
SECTION 10. Assistant Treasurers. The Assistant Treasurers in
order of their priority shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the
Treasurer, and shall have such other powers and perform such other
duties as may be assigned to them from time to time by the Board of
Directors or the President.
SECTION 11. Other Officers. Other Officers who may from time to
time be elected by the Board of Directors shall have such powers
and perform such duties as may be assigned to them by the Board of
Directors or the President.
SECTION 12. Compensation. The compensation of the Officers shall
be fixed by the Chairman of the Board and the President.
SECTION 13. Emergency Management Committee. Notwithstanding
anything to the contrary contained in these Bylaws, during any
period of emergency as contemplated by C.R.S. Section 7-5-118 or when the
Board of Directors shall be unable to function by reason of
vacancies therein and there shall be no Director remaining and able
to fill such vacancies, the first two of the following who are
readily available shall constitute an Emergency Management
Committee:
(a) Vice Presidents in order of priority based upon their
period of service in such offices;
(b) Other Officers in order of priority based upon their
period of service in such offices.
The Emergency Management Committee shall manage and control the
business and property of the corporation and shall have and
exercise all of the powers, rights, and prerogatives of the
corporation until a Board of Directors shall have been duly
constituted. The decisions of the Committee shall be final and
shall be superior to the decisions of any other Officer of the
corporation.
In addition to, and not in modification or limitation of, its
authority as stated above, the Emergency Management Committee shall
have the power and authority:
(a) To call meetings of Shareholders whether Annual or
Special;
(b) To elect and appoint Officers to fill vacancies;
(c) To make rules and regulations of procedure for its
operation.
Any vacancy which occurs on the Emergency Management Committee
shall be filled by the next Vice President or other Officers (as
the case may be) in order of priority as provided above.
ARTICLE VI
CAPITAL STOCK
SECTION 1. Certificates. Every Shareholder shall be entitled at
his request to a certificate signed by the President or a Vice
President, and also by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and under the seal of the
corporation, certifying the number of shares to which he is
entitled.
SECTION 2. Transfers. Transfers of stock may be made on the books
of the corporation only by the holder thereof in person or by his
attorney duly authorized thereto in writing and upon surrender and
cancellation of the certificate therefor duly assigned or
accompanied by a duly executed stock power.
SECTION 3. Lost or Destroyed Certificates. The Board of Directors
may order a new certificate to be issued in place of a certificate
lost or destroyed upon proof of such loss or destruction and upon
tender to the corporation by the Shareholder of a bond in such
amount and in such form and with or without surety as may be
ordered, indemnifying the corporation against any liability, claim,
loss, cost, or damage by reason of such loss or destruction and the
issuance of a new certificate.
SECTION 4. Dividends. Dividends may be declared from the legally
available surplus of the corporation at such times and in such
amounts as the Board of Directors may determine. Such dividends on
the capital stock of the corporation may not be declared by a
committee of the Board.
ARTICLE VII
CORPORATE FUNDS
SECTION 1. Deposits. Checks, drafts, bills, notes, negotiable
instruments or any other orders for the payment of money or
evidence of indebtedness payable to and received by the corporation
may be endorsed for deposit to the credit of the corporation by
such Officers or agents of the corporation as the Board of
Directors may determine and may be endorsed for deposit to the
credit of agents of the corporation in such manner as the Board of
Directors may direct.
SECTION 2. Withdrawals. All disbursements of the funds of the
corporation shall be made by check, draft, or other order signed by
such Officers or other persons as the Board of Directors may from
time to time authorize to sign the same.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 1. Voting Stock of Other Corporations. The President, any
Vice President, or any other Officer designated by the Board of
Directors may execute in the name of the corporation and attach the
corporate seal to any proxy or power of attorney authorizing the
proxy or proxies or attorney or attorneys named therein to vote the
stock of any corporation held in this corporation on any matter on
which such stock may be voted. If any stock owned by this
corporation is held in any name other than the name of this
corporation, instructions as to the manner in which such stock is
to be voted on behalf of this corporation may be given to the
holder of record by the President, any Vice President, or any other
Officer designated by the Board of Directors.
SECTION 2. Notices. Any notice under these Bylaws may be given by
mail by depositing the same in a post office or postal letter box
or postal mail chute in a sealed postpaid wrapper addressed to the
person entitled thereto at his address as the same appears upon the
books or records of the corporation or at such other address as may
be designated by such person except that notice which may be given
by telegram may be telegraphed to such person at such address; and
such notice shall be deemed to be given at the time such notice is
mailed or telegraphed.
SECTION 3. Waiver of Notice. Any Shareholder, Director, or member
of the Executive or Investment Committees may at any time waive any
notice required to be given under these Bylaws in accordance with
the provisions of C.R.S. Section 7-4-119 and Section 7-5-108, including written
waiver executed before, at, or after the meeting or by presence at
the meeting.
ARTICLE IX
AMENDMENTS
The Bylaws may be amended in whole or in part by the Board of
Directors. No Bylaws shall be in conflict with the laws of the
State of Colorado or with the Regulations of the Colorado
Commissioner of Insurance.
ARTICLE X
EFFECTIVE DATE AND RESTATEMENT
These Bylaws become effective immediately upon the redomestication
of the corporation from the State of Kansas to the State of
Colorado. They thereafter constitute an amendment and restatement
of all prior Bylaws of the corporation under the laws of the State
of Kansas.
**************************