EXHIBIT 3(ii)
AMENDED BYLAWS OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
As amended - June 17, 1997
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.
(1) In this section, the following terms shall have the following meanings:
(a) "expenses" means reasonable expenses incurred in a proceeding,
including expenses of investigation and preparation, expenses in
connection with an appearance as a witness, and fees and
disbursement of counsel, accountants or other experts;
(b) "liability" means an obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty or fine;
(c) "party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding;
(d) "proceeding" means any threatened, pending or completed action,
suit, or proceeding whether civil, criminal, administrative or
investigative, and whether formal or informal.
(2) Subject to applicable law, if any person who is or was a director,
officer or employee of the corporation is made a party to a proceeding
because the person is or was a director, officer or employee of the
corporation, the corporation shall indemnify the person, or the estate
or personal representative of the person, from and against all liability
and expenses incurred by the person in the proceeding (and advance to
the person expenses incurred in the proceeding) if, with respect to the
matter(s) giving rise to the proceeding:
(a) the person conducted himself or herself in good faith; and
(b) the person reasonably believed that his or her conduct was in the
corporation's best interests; and
(c) in the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful;
and
(d) if the person is or was an employee of the corporation, the
person acted in the ordinary course of the person's employment
with the corporation.
(3) Subject to applicable law, if any person who is or was serving as a
director, officer or employee of another company or entity at the
request of the corporation is made a party to a proceeding because the
person is or was serving as a director, officer or employee of the other
company or entity, the corporation shall indemnify the person, or the
estate or personal representative of the person, from and against all
liability and expenses incurred by the person in the proceeding (and
advance to the person expenses incurred in the proceeding) if:
(i) the person is or was appointed to serve at the request of the
corporation as a director, officer or employee of the other
company or entity in accordance with Indemnification Procedures
approved by the Board of Directors of the corporation; and
(ii) with respect to the matter(s) giving rise to the proceeding:
(a) the person conducted himself or herself in good faith; and
(b) the person reasonably believed that his or her conduct was
at least not opposed to the corporation's best interests;
and
(c) in the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was
unlawful; and
(d) if the person is or was an employee of the other company
or entity, the person acted in the ordinary course of the
person's employment with the other company or entity.
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. ss.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. ss.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.
ss.7-4-119 and ss.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.
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