EXHIBIT 3(b)
Adopted: September 6, 1986
Amended: March 17, 1988
Amended: March 16, 1989
Amended: September 26, 1989
Amended: June 26, 1990
Amended: June 11, 1992
Amended: June 16, 1994
BY LAWS
OF
SCOR U.S. CORPORATION
ARTICLE I
Stockholders
SECTION 1. Annual Meeting. The annual meeting of the
stockholders of SCOR U.S. Corporation (the "Corporation") shall
be held on a day and at a place and time set by the Board of
Directors sometime during the calendar year or as to the Board of
Directors. Any business may be transacted at an annual meeting,
except as otherwise provided by law or by these by-laws.
SECTION 2. Special Meeting. A special meeting of
stockholders may be called upon the request of the Chairman of
the Board or the Board of Directors, who shall convene the
stockholders at a meeting to be held at the principal office of
the Corporation or such place and time as may be designated in
the notice of meeting.
SECTION 3. Notice. The President or Secretary of the
Corporation shall notify each stockholder of the date of the
annual or special meetings at least ten (10) days in advance
thereof by depositing in any post office in the United States,
such notice properly directed to the person for whom it is
intended at the last post office address shown on the
Corporation's record of stockholders.
Any stockholder who wishes to conduct business which
has not been brought before a stockholder's meeting by or at the
direction of the Board of Directors must give prior written
notice to the Secretary of the intention to bring such business
before the meeting. In all cases, to be timely, notice must be
received by the Corporation not less than 70 days nor more than
90 days prior to the meeting (or if fewer than 80 days' notice or
prior public disclosure of the meeting date is given or made to
stockholders, not later than the tenth day following the day on
which the notice of the date of the meeting was mailed or such
public disclosure was made).
Any stockholder who wishes to nominate any person for
the position of director shall provide notice in a similarly
timely manner. Such notice shall contain certain information
about that person, including age, business and residence
addresses, principal occupation, the class and number of shares
of the corporation beneficially owned and such other information
as would be required to be included in a proxy statement
soliciting proxies for the election of the proposed nominee, and
certain information about the stockholder proposing to nominate
that person.
SECTION 4. Quorum. Except as otherwise provided by
law, a quorum at all meetings of stockholders shall consist of
the holders of record of at least a majority in value of the
shares entitled to vote thereat, present in person or by proxy.
SECTION 5. Record Date. The record date for
determining stockholders qualified to vote at any annual or
special meeting of stockholders shall be the date on which the
notice of meeting is mailed to stockholders, except in those
cases where the Board of Directors shall (a) order the stock
transfer books be closed for a stated period preceding the
meeting, or (b) fix a date as the record date for such
determination of stockholders qualified.
SECTION 6. Proxies. At all meetings of stockholders,
a stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-
fact. Such proxies shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall
be valid after eleven (11) months from the date of its execution
unless otherwise provided in the proxy. Each proxy shall be
revocable unless expressly provided therein to be irrevocable and
in no event shall it remain irrevocable for a period of more than
eleven (11) months.
SECTION 7. Meetings. Stockholder meetings shall be
presided over by the Chairman of the Board, or, if he is not
present, a Vice Chairman, or, if a Vice Chairman is not present,
the President of the Corporation shall preside. In the absence
of such persons, the stockholders entitled to vote at the meeting
present in person or by proxy, shall elect a chairman to preside
at the meeting.
SECTION 8. Voting of Shares. Each outstanding share
entitled to vote upon a matter submitted to a vote at a meeting
of stockholders shall be entitled to one (1) vote on such matter,
except as may otherwise be specified in the Articles of
Incorporation of the Corporation. Cumulative voting by
stockholders for directors is prohibited.
ARTICLE II
Board of Directors
SECTION 1. Number and Term of Office. The business
and property of the Corporation shall be managed and controlled
by the Board of Directors, and subject to the restrictions
imposed by law, by the Certificate of Incorporation, or by these
by-laws, it may exercise all the powers of the Corporation.
The Board of Directors shall consist of not fewer than
three (3) members, and shall be divided into three classes, in
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which membership shall be as equal in number as possible. The
number of directors may be increased or decreased (provided such
decrease does not shorten the term of any incumbent director)
from time to time by a majority vote of the Board of Directors.
Each director shall hold office for the term for which
he is elected and until his successor shall have been elected and
qualified. Terms of directors shall be staggered by class, with
classes being elected for successive terms, so that a different
class of directors shall be elected at each election. Directors
need not be stockholders, and they need not be residents of
Delaware. Any director may be removed from office by an
affirmative vote of two-thirds of the stockholders entitled to
vote for election of directors at any meeting at which a quorum
of stockholders is present.
Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
No individual shall be elected or re-elected as a
member of the Board of Directors subsequent to his/her attaining
the age of seventy-two (72).
SECTION 2. Meetings of Directors. The directors may
hold their meetings and have an office and keep books of the
Corporation, except as otherwise provided by statute, in such
place or places as the Board of Directors may from time to time
determine. The directors shall keep a full and correct record of
their transactions to be open during business hours to the
inspection of stockholders and others interested therein.
Directors may receive a fee for their service as
directors, and, in addition, by resolution of the Board, a fixed
fee and expense reimbursement may be allowed for attendance at
such regular or special meetings of the Board or any committee
thereof; provided that nothing contained herein shall be
construed to preclude any director from serving the Corporation
in any other capacity or receiving compensation therefor.
SECTION 3. Regular Meetings. In addition to the
annual meeting of the Board of Directors, at least three (3)
regular meetings shall be held in each year at the time and place
designated by the Chairman of the Board for the purpose of
transacting any business within the powers of the Board of
Directors. Notice of such regular meeting or meetings shall be
given as provided herein, but failure to give notice of any
regular meeting shall not invalidate the meeting or any of the
proceedings thereat.
SECTION 4. Special Meeting. Special meetings of the
Board of Directors shall be held whenever called by the Chairman
of the Board or the President, whenever he deems it necessary or
whenever requested to do so in writing or by a quorum of the
Board.
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SECTION 5. Notice. The Secretary shall give notice of
each regular and special meeting upon giving at least five (5),
but no more than thirty (30) days notice before such meeting to
each director. In case of a special meeting the purpose of such
meeting shall be specified in the notice and only such specified
business shall be transacted at the meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of business on
the grounds that the meeting was not lawfully called or convened.
SECTION 6. Quorum. A majority of the directors in
office shall constitute a quorum for the transaction of business,
but if at any meeting of the Board of Directors there be less
than a quorum present, a majority of those present or any
directors solely present may adjourn the meeting from time to
time without further notice. The act of a majority of the
directors present at a meeting at which a quorum is in attendance
shall be the act of the Board of Directors, unless the act of a
greater the number is required by the articles of incorporation
or by these by-laws.
SECTION 7. Election of Officers. At each annual
meeting of the Board of Directors, said Board shall convene for
the purpose of organization and the transaction of business, if a
quorum be present, and shall proceed to electing such officers as
are provided for in Article 3, Section 1.
SECTION 8. Presiding Officers and Secretary. At
meetings of the Board of Directors, the Chairman of the Board
shall preside, and in the absence of the Chairman of the Board, a
Vice Chairman shall preside, and in the absence of all such
persons, a chairman shall be chosen by the Board from among the
directors present.
The Secretary of the Corporation shall act as secretary
of all meetings of the Board of Directors, but in the absence of
the Secretary, the Presiding Officer may appoint any person to
act as secretary of the meeting.
SECTION 9. Payment of Dividends. Subject always to
the provisions of law and the Certificate of Incorporation, the
Board of Directors shall have full power to determine whether
any, and if so, what part, of the funds legally available for the
payment of dividends shall be declared in dividends and paid to
the stockholders of the Corporation in cash or property. Record
dates for determining the eligibility of stock to participate in
any cash or stock dividend shall be set by the directors.
SECTION 10. Executive Committee. The Board of
Directors of the Corporation, by resolution passed by a majority
of the Board of Directors, may designate from among its members
three (3) or more directors to constitute an Executive Committee,
which Committee, except insofar as limited by law or further
limited by resolution of the Board of Directors, shall have and
may exercise all of the authority of the Board of Directors;
provided, however, that no person shall be elected a Senior
Officer of the Corporation by the Executive Committee unless such
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person is first nominated for office by the Chairman or the
President.
Two (2) members of the Executive Committee shall
constitute a quorum. Regular meetings of the Executive Committee
shall be held at such times and places as the committee may
determine and no notice of such meetings shall be necessary.
Special meetings of the Executive Committee shall be called by
the Secretary whenever the Chairman of the Executive Committee
shall so request, and may be called at any time by any member of
the Committee. Reasonable notice shall be given of such
meetings, but the action of a majority of the Executive
Committee, at any meeting at which a quorum is present shall be
valid, notwithstanding any defect in the notice for such meeting.
SECTION 11. Finance Committee. The Board of Directors
of the Corporation, by resolution passed by a majority of the
Board of Directors, may elect three (3) or more Directors, among
whom shall be the Chairman of the Board of Directors and the
President to constitute a Finance Committee, which committee,
except insofar as further limited by the resolution of the Board
of Directors or by law, shall have and may exercise the following
powers:
(1) Supervise the investment program as directed by
the Board of Directors.
(2) Provide advice to the Board of Directors of Scor
Reinsurance Corporation concerning Scor Re's
investment decisions.
(3) Designate by appropriate resolution the officers
who shall be authorized and empowered to buy, sell
and/or exchange any stock and/or bonds and/or any
other securities or commercial paper now owned by
or that may hereafter be acquired by this
Corporation and to make, execute and deliver, in
the name of this Corporation as its act and deed
and under its corporate seal, any and all written
instruments necessary and proper to carry into
effect any and all such purchases, exchanges
and/or sales.
The Chairman of the Board of Directors shall be the ex-
officio Chairman of the Finance Committee; in case of his absence
from any meeting of the Committee, the President shall preside;
in case of the absence of the named Officers, a Chairman may be
chosen by the Committee to preside. Two (2) members of the
Finance Committee shall constitute a quorum. Regular meetings of
the Committee shall be held at such times and places as the
Committee shall determine and no notice of such meetings shall be
necessary. Special meetings shall be called by the Secretary
whenever the Chairman of the Finance Committee shall so request,
and may be called at any time by any member of the Committee.
Reasonable notice shall be given of such meetings, but the action
of a majority at any meeting at which a quorum is present shall
be valid, notwithstanding any defect in the notice for such
meeting.
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SECTION 12. Audit Committee. The Board of Directors
of the Corporation, by resolution passed by a majority of the
Board of Directors, may elect three (3) or more directors to
constitute an Audit Committee, which committee, except insofar as
further limited by the resolution of the Board of Directors or by
law, shall have and may exercise the following powers:
(1) Supervise the audits to be conducted by the
Corporation's independent certified public
accounting firm.
(2) Periodically review the Corporation's policies and
practices and make recommendations to the Board of
Directors and the management of the Corporation.
Two (2) members of the Audit Committee shall constitute
a quorum. Regular meetings of the Audit Committee shall be held
at such times and places as the committee shall be held at such
times and places as the committee may determine and no notice of
such meetings shall be necessary. Special meetings of the Audit
Committee shall be called by the Secretary whenever the Chairman
of the Audit Committee shall so request, and may be called at any
time by any member of the Committee. Reasonable notice shall be
given of such meetings, but the action of a majority of the Audit
Committee at any meeting at which a quorum is present shall be
valid, notwithstanding any defect in the notice for such meeting.
SECTION 13. Compensation Committee. The Board of
Directors of the Corporation, by resolution passed by a majority
of the Board of Directors, may elect three (3) or more directors
to constitute a Compensation Committee, which committee, except
insofar as further limited by the resolution of the Board of
Directors or by law, shall have and may exercise the following
powers:
(1) Administer the Corporation's stock option plans,
including, but not limited to, the granting of
options and the entering into of option agreements
pursuant thereto.
(2) Review and approve the compensation of all
individuals at or to be elected to Vice President
rank or above and/or who have current or proposed
salary of $100,000 or above.
(3) Review the employee benefit programs of the
Corporation and its subsidiaries.
(4) Recommend to the Board of Directors of the
Corporation as to changes in, or establishment of,
incentive plans, thrift plans and retirement and
deferred compensation plans for the employees of
the Corporation and its subsidiaries.
(5) Recommend to the Board of Directors as to
reasonable compensation of Directors for service
to the Company.
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Two (2) members of the Compensation Committee shall constitute a
quorum. Regular meetings of the Compensation Committee shall be
held at such times and places as the Committee may determine and
no notice of such meetings shall be necessary. Special meetings
of the Compensation Committee shall be called by the Secretary
whenever the Chairman of the Compensation Committee shall so
request, and may be called at any time by any member of the
Committee. Reasonable notice shall be given of such meetings,
but the action of a majority of the Compensation Committee at any
meeting at which a quorum is present shall be valid,
notwithstanding any defect in the notice for such meeting.
ARTICLE III
Officers
SECTION 1. Number, Titles and Term of Office. The
Officers of the Corporation shall be a Chairman of the Board, two
Vice Chairman of the Board, a President, and Executive Vice
President, a Secretary, a Treasurer, and such other officers as
the Board of Directors may from time to time elect or appoint
(such as Executive Vice Presidents, Senior Vice Presidents,
Assistant Secretaries, Assistant Treasurers, etc.). Each officer
shall hold office for the term for which he is elected and until
his successor shall have been duly elected and qualified or until
his death or until he shall resign or shall have been removed in
manner hereinafter provided. Any two (2) or more offices may be
held by the same person, except that the President shall not hold
the office of Secretary. The Chairman of the Board of Directors
and the President shall be directors, but none of the other
officers need be a Director.
SECTION 2. Removal. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board
of Directors whenever in its judgment and the best interest of
the Corporation will be served thereby; provided, however, that
no director can be removed from his position as a director except
as provided for in Article II, Section 1. Such removal shall be
without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall
not of itself create contract rights.
SECTION 3. Vacancies. Any vacancy in the office of
any officer may be filled by vote of a majority of the Board of
Directors.
SECTION 4. Powers and Duties of the Chairman of the
Board. The Chairman of the Board shall preside at all meetings
of the stockholders and of the Board of Directors and have such
other powers and duties as may be assigned to him by the Board of
Directors.
SECTION 5. Powers and Duties of the Vice Chairmen of
the Board. Each Vice Chairman shall, in the absence of the
Chairman of the Board of Directors, or at the direction of the
Board of Directors or its Chairman, serve as the Chairman of the
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Board of Directors, with all of the powers and duties that
attache thereto, a provided in Section 4.
SECTION 6. Powers and Duties of the President. The
President shall be the Chief Executive Officer of the corporation
and, subject to the guidance and direction of the Board of
Directors, shall be primarily responsible for determining
Corporation policy and shall have general charge of the business
of the Corporation and control of its affairs; in the absence of
the Chairman of the Board and a Vice Chairman he shall preside at
all meetings of the stockholders and of the Board of Directors;
shall have authority to execute all legal instruments necessary
for the transaction of the Corporation's business, he may sign
all certificates for shares of capital stock of the Corporation
make reports to the stockholders and the Board of Directors; act
as ex-officio member of all committees unless otherwise directed
by the Board of Directors; prescribe duties for officers and
employees which are not otherwise defined in the by-laws or by
the Board of Directors, including the power to employ and
discharge such employees as may be necessary for the proper
conduct of the business of the corporation, and may delegate such
powers with such restrictions as he may deem proper to the other
officers to the extent that such powers affect the performance of
the officers' duties in their respective departments. He shall
also have such other powers and duties as may be assigned to him
by the Board of Directors.
SECTION 7. Powers and Duties of the Vice President.
Each Vice President shall have such powers and duties as may be
assigned to him by the Board of Directors and shall exercise the
powers of the President during the officer's absence or inability
to act. Any action taken by a Vice President in the performance
of the duties of the President shall be conclusive evidence of
the absence or inability to act of the President at the time such
action was taken.
SECTION 8. Powers and Duties of the Treasurer. The
Treasurer shall have custody to all the funds and securities of
the corporation which come into his hands. When necessary or
proper he may endorse, on behalf of the Corporation, for
collection, checks, notes and other obligations and shall deposit
the same to the credit of the Corporation in such bank or banks
or depositories as shall be designated in the manner prescribed
by the Board of Directors; he may sign all receipts and vouchers
for payments made to the Corporation, either alone or jointly
with such other officer as is designated by the Board of
Directors. Whenever required by the Board of Directors, he shall
render a statement of his cash accounts; he shall enter all costs
to be entered regularly in the books of the Corporation to be
kept by him for that purpose for an accurate account of all
moneys received and paid on account of the Corporation; he shall
perform all acts incident to the position of Treasurer subject to
the control of the Board of Directors.
SECTION 9. Powers and Duties of the Secretary. The
Secretary shall attend all meetings of the stockholders, the
Board of Directors and the Executive Committee, and shall prepare
and maintain as permanent records the minutes of all such
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meetings. he shall attend to the giving and serving of all
notices; he may sign with the President the name of the
Corporation on contracts of the corporation and affix the seal of
the Corporation thereto; he shall direct the issuance of
insurance policies and the collection of premiums thereon; he may
sign with the President all certificates for shares of the
capital stock of the Corporation; he shall have charge of the
certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors may direct all
of which shall at all reasonable times be open to inspection of
any Director upon application to the office of the Corporation
during business hours; and he shall in general perform all duties
incident to the office of Secretary, subject to the control of
the Board of Directors.
SECTION 10. Other Duties of Officers. The officers of
the Corporation shall perform such other and further duties in
addition to those specifically named as may from time to time be
required of them by the Chairman of the Board, President, Vice
President or Board of Directors.
SECTION 11. Absence or Disability of Officers. In
case of the absence or disability of any officer of the
Corporation and of any person hereby authorized to act in this
place during such period of absence or disability, the Board of
Directors may from time to time delegate the powers and the
duties of such officer to any other officer, or any director, or
any other person whom it may select.
SECTION 12. Compensation of Officers and Employees.
The compensation of all officers under contract with the
Corporation shall be fixed by the Board of Directors. Unless
otherwise provided by law, the compensation of all employees
shall be fixed by the President.
ARTICLE IV
Indemnification Provisions
SECTION 1. Indemnification. Each director and each
officer or former director or officer of this Corporation or each
person who may have served at its request as a director or
officer of another Corporation in which it owned shares of
capital stock or of which it is a creditor, may be indemnified by
the Corporation against liabilities imposed upon him and expenses
reasonably incurred by him in connection with any claim made
against him, or any action, suit or proceeding to which he may be
a party by reason of his being, or having been such director or
officer, and against such sums as independent counsel selected by
the Board of Directors shall deem reasonable payment made in
settlement of any such claim, action, suit or proceeding
primarily with a view of avoiding expenses of litigation;
provided, however, that no director or officer shall be
indemnified with respect to matters as to which he shaLl be
adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in performance of duty, or with respect
to any matters which such indemnification would be against public
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policy. Such indemnification shall be in addition to any other
rights to which directors or officers may be entitled.
SECTION 2. Fiduciary Duty. No director shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except that this provision shaLl not eliminate the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of
the Delaware code, or (iv) for any transaction from which the
director derived an improper personal benefit.
ARTICLE V
Capital Stock
SECTION 1. Certificate of Shares. The certificates
for shares of the capital stock of the Corporation shall be in
such form and shall be approved by the Board of Directors. The
certificates shall be signed by the President or any Vice
President and also by the Secretary or the Treasurer and may be
sealed with the seal of this Corporation or a facsimile thereof.
Where any such certificate is countersigned by a Transfer Agent
or registered by a Registrar, either of which is other than the
Corporation itself or an employee of the Corporation, the
signatures of any such President or Vice President and Secretary
or Treasurer may be facsimiles. They shall be consecutively
numbered and shall be entered in the books of the Corporation as
they are issued and shall exhibit the holder's name and the
number of shares.
SECTION 2. Transfer of Shares. The shares of stock of
the Corporation shall be transferable only on the books of the
Corp[oration by the holders thereof in person or by the duly
authorized attorneys or legal representatives, upon surrender and
cancellation of certificates for a like number of shares. The
person surrendering the said certificates, in the absence of
notice to the contrary, shall be conclusively presumed to be the
owner thereof; and after the transfer and delivery of new
certificate or certificates the title of the holder thereof shall
not be subject to question against the Corporation by any
previous holder thereof.
SECTION 3. Regulations. The Board of Directors shall
have power and authority to make all such rules and regulations
as it may deem expedient concerning the issue, transfer and
registration or the replacement of certificates for shares of the
capital stock of the Corporation.
ARTICLE VI
Miscellaneous Provisions
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SECTION 1. Voting Securities Held by the Corporation.
Unless ordered by the Board of Directors, the President shall
have full power and authority on behalf of the Corporation to
attend, to act, and to vote for whatever management suggests is
its position in the proxy material at any meeting of security
holders of other corporations in which the Corporation may hold
securities, except in the case of securities of corporations
controlled by the Corporation, in which case the Board of
Directors shall exercise any and all rights and powers incident
to the ownership of such securities which the Corporation might
have possessed and exercised if it had been present. The Board
of Directors may, from time to time, confer like powers upon any
other person or persons.
SECTION 2. Appointment of Attorneys-In-Fact. The
President may, from time to time. appoint by written certificates
attorneys-in-fact to act on behalf of the Corporation in the
execution of policies of insurance, bonds, undertakings, and
other obligatory instruments of like nature. Such attorneys-in-
fact, subject to the limitations set forth in their respective
certificates of authority, shall have full power to bind the
Corporation by their signature and execution of any such
instruments and to attach the seal of the Corporation thereto.
The President, any Vice President or the Board of Directors may
at any time revoke all power and authority previously given to
any attorney-in-fact.
SECTION 3. Resolutions. Every resolution heretofore
or hereafter passed by the Board of Directors or stockholders of
this Corporation with reference to any of the several matters in
each respectively set forth, when to inconsistent with these by-
laws or subsequent resolution of the Board of Directors, shall
remain in full force and effect until repealed, modified,
amended, or changed by a subsequent resolution or a subsequent
amendment to these by-laws.
SECTION 4. Fiscal Year. The fiscal year of the
Corporation shall be from January 1 through December 31 of each
year.
SECTION 5. Seal. The seal of the Corporation shall be
such as from time to time may b approved by the Board of
Directors. The Secretary shall have custody of the corporate
seal and shall affix the same to all instruments requiring it.
SECTION 6. Notice and Waiver of Notice. Whenever any
notice whatever is required to be given under the provisions of
these by-laws, said notice shall be deemed to be sufficient if
given by depositing the same in a post office box in a sealed,
postpaid wrapper addressed to the person entitled thereto at this
post office address, as it appears on the books of the
Corporation, and such notice shall be deemed to have been given
on the day of such mailing. A waiver of notice, signed by the
person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent
thereto.
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ARTICLE VII
Amendments
These by-laws may be altered, amended or repealed,
except as provided in Article II, Section 1, by the affirmative
vote of the holders of a majority of the outstanding stock at any
annual meeting, or at any special meeting if notice of the
proposed amendment be contained in the notice of such special
meeting, or by the affirmative vote of a quorum of Board of
Directors at any regular or special meeting, provided notice of
said proposed amendment be contained in the notice of meeting.
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