AMENDED AND RESTATED
BYLAWS
OF
HILB, ROGAL AND HAMILTON COMPANY
* * * * * * * *
ARTICLE I
Shareholders
The shareholders of the Corporation shall be those who appear
on the books of the Corporation as holders of one or more shares of the
capital stock, and the original stock transfer books shall be prima facie
evidence as to the identity of the shareholders entitled to vote at any
meeting of shareholders.
ARTICLE II
Meetings of the Shareholders
Section 1. The annual meeting of the shareholders of the
Corporation shall be held on the first Tuesday in May of each year during
normal business hours, at the ofFices of the Corporation, or at such
other place within or without the Commonwealth of Virginia as may from
time to time be fixed by the Board of Directors, or in the absence of
action by the Directors, as may be fixed by the Chairman.
Section 2. Special meetings of the shareholders of the
Corporation may be held at any time, at such place within or without the
Commonwealth of Virginia as shall be designated in the notice of any such
meeting, upon the call of the Chairman, the President, or by order of the
Board of Directors, whenever they deem it necessary.
Section 3. Written notice of any annual or special meeting of
the shareholders shall be mailed to the address of or be delivered to each
shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days prior to the date of such meeting;
provided, however, that written notice of any meeting to act on an
amendment of the Articles of Incorporation or on a reduction of stated
capital or on a plan of merger, consolidation or exchange shall be given
not less than twenty-five (25) nor more than fifty (50) days prior to the
date of such meeting. In the case of a special meeting, the notice shall
include a statement of the purpose or purposes for which the meeting is
called.
Section 4. To constitute a quorum, shareholders holding a
majority of all the outstanding shares of stock of the Corporation
entitled to vote must be present, either in person or by proxy, each
share of such stock being entitled to one vote, which may be given
personally or by duly authorized proxy. Less than a quorum may adjourn
the meeting to a fixed time and place, no further notice of any adjourned
meeting being required.
Section 5. The Board of Directors may fix in advance a date
as the record date for the purposes of determining shareholders entitled
to notice of or to vote at any meeting of the shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper
purpose, such date not to be more than seventy (70) days preceding the
date on which the particular action requiring such determination of the
shareholders is to be taken.
Section 6. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten
(10) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
with the address of and the number of shares held by each. Such list,
for a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office of the Corporation or at its principal
place of business or at the office of its transfer agent or registrar and
shall be subject to inspection by any shareholder at any time during
usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting for
the purposes thereof. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.
Section 7. The Chairman shall preside over all meetings of the
shareholders of the Corporation at which he is present. If the
Chairman is not present, the President shall preside. If neither of such
officers is present, a chairman of the meeting shall be elected at the
meeting by those authorized to vote at the meeting. The Secretary of the
Corporation shall record the minutes of all the meetings if he is present
at the meeting. If he is not present, the Chairman shall appoint a
secretary of the meeting. The chairman of the meeting may appoint one
or more inspectors of the election to determine the qualification of
voters, the validity of proxies, and the results of ballots.
ARTICLE III
Board of Directors
Section 1. The affairs and business of the Corporation shall be
under the management and control of the Board of Directors, which shall be
composed of not less than three (3) nor more than fourteen (14) members,
as may be fixed from time to time by the shareholders. Directors need
not be residents of Virginia or shareholders of the Corporation. No
person other than Robert H. Hilb, a founder of the Corporation, may stand
for election as a Director if before the end of the term for which the
election is to be held that person will have attained the age of seventy
(70) years. The Board of Directors may elect, employ or appoint such
other officers and agents as it deems necessary.
Section 2. The Directors shall be elected at each annual meeting
of the shareholders of the Corporation held at the time and place
hereinbefore designated. No individual shall be named or elected as a
director without his prior consent. Vacancies in the Board, whether
caused by death, resignation, or otherwise, may be filled by the Board of
Directors, and the persons so elected shall hold office until the next
annual meeting of the shareholders, or until their successors are elected;
provided, however, that nothing herein shall prevent the shareholders
from filling any such vacancies existing at the time of any meeting of
the shareholders, annual or special, or created at the time of such
meeting by resignations accepted, or otherwise, or additional places
created by an increase in the Board authorized at such meetings. The
shareholders may increase the Board of Directors from time to time and may
provide that the additional places shall be filled by the Board of
Directors at such time as they may deem proper. Should the number of
Directors at any time be increased, the resulting additional places on
the Board shall be considered vacancies to be filled, as above provided,
by the Board of Directors or shareholders. Until any such additional
places shall have been filled by the election of Directors, the total
number of Directors of the Corporation, for the purposes of determining a
quorum, shall be the number of Directors actually elected and serving
at the time of any given meeting.
Section 3. The Board of Directors shall hold its meetings at
such time and place as shall be designated, or in the absence of
designation by the Board of Directors, at such place as shall be
designated in the notice. A meeting may be called at any time by the
Chairman or by any two Directors. Due notice of the time and place of
each meeting of the Directors shall be given by the Secretary
personally, or by mail or telegraph, to all Directors. A majority of
the Directors shall constitute a quorum. The Chairman shall
preside over all meetings of the Board of Directors at which he is
present. If the Chairman is not present, the President shall preside.
If neither of such officers is present, a chairman of the meeting shall
be elected at the meeting by the Directors present at the meeting.
Section 4. The Board of Directors may, by resolution adopted
by a majority of the Directors, designate three or more of their number,
of whom the Chairman shall be one ex officio, to constitute an Executive
Committee, which shall have and exercise all the powers of the Board that
may be lawfully delegated, including the power to authorize the seal of
the Corporation to be affixed to such documents as may require it, but
shall not be empowered to declare dividends. The acts and records of
said Executive Committee shall at all times be subject to the supervision
and control of the Board of Directors when in meeting assembled. The
Secretary shall attend and keep a record of the meetings of the said
Executive Committee.
Section 5. The vote of a majority of disinterested Directors and
the vote of a majority of independent Directors shall be required to
approve any contract, lease, loan or transaction of any kind between the
Corporation and any executive officer, Director or affiliated person of
the Corporation.
ARTICLE IV
Officers
The executive officers of the Corporation shall be a Chairman,
a President, a Secretary, a Treasurer, and such Executive Vice Presidents,
Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant
Treasurers, Assistant Vice Presidents, or other officers as may be deemed
necessary from time to time by the Board of Directors. Assistant Officers
shall have the same authority and power as the primary officeholder. Any
two or more offices may be held by the same person, except the offices of
Chairman, President and Secretary. All of the officers shall be elected
by the Board of Directors each year as soon after the annual meeting of
the shareholders as convenient.
ARTICLE V
Chairman, President and Vice President
Section 1. The Chairman shall be the Chief Executive Officer
of the Corporation. He shall attend and preside at all meetings of the
shareholders and all meetings of the Board of Directors at which he is
present, exercise general supervision over the property, business and
affairs of the Corporation and do everything and discharge all duties
generally pertaining to his office as the executive head of a Corporation
of this character, subject to the control of the Board of Directors. He
may at each annual meeting of the shareholders render a general report
of the Corporation's condition and business.
Section 2. The President shall be the Chief Operating Officer
of the Corporation. He shall supervise the day-to-day operations and
affairs of the Corporation and do everything and discharge all duties
generally pertaining to his office as the operating head of a corporation
of this character and such additional duties as may be delegated to him
from time to time by the Chairman, subject to the control of the
Chairman and the Board of Directors.
Section 3. In the instance of the inability of the Chairman to act
on account of absence, illness, or for any other reason, his duties shall
be performed during the period of such inability by the President. In
the instance of the inability of the President to act on account of
absence, illness, or for any other reason, his duties shall be performed
during the period of such inability by the most senior vice president
available. The vice presidents in the order of their seniority ranking
shall be Executive Vice President, Senior Vice President and Vice
President. The acts of the vice president, duly authorized
and performed under such conditions, shall be the acts of, and binding
upon the Corporation. If a vice president who has temporarily assumed
the duties of the President, is unable for any reason to continue to
perform such duties, the same shall be performed by the Vice President
next in seniority ranking who is available for the purpose. The
President if he should act as Chairman under this bylaw shall report
fully to the Chairman upon the Chairman's return to duty with respect
to all actions taken and transactions accomplished by the
President during the absence or disability of the Chairman. A vice
president who acts as President under this bylaw shall report fully to
the President upon his return to duty with respect to all actions taken
and transactions accomplished by him during the absence or disability of
the President.
Section 4. In the absence of the Chairman, the President and
any Vice President, the Board of Directors may designate some other
individual to discharge such executive duties as may be required for the
elapsed period.
ARTICLE VI
Treasurer
Section 1. The Treasurer shall have charge and custody of the
funds, securities of whatsoever nature, and other like property of the
Corporation; he shall endorse checks, notes, and bills for deposit only
as may be required for the business of the Corporation; he shall have
authority to collect the funds of the Corporation, and shall deposit same
in such bank or banks as the Board may designate, and the same shall not
be drawn therefrom except by checks to be signed in the manner designated
herein.
ARTICLE VII
Secretary
The Secretary shall sign, with the Chairman or the President, all
certificates of stock. The Secretary shall keep a book containing the
names of all persons who are now, or may hereafter, become shareholders
of the Corporation, showing their place of residence, the number of
shares held by them respectively, and the time when they respectively
become the owners of such shares. He shall keep a record of the
proceedings of the meetings of the shareholders and Directors of the
Corporation and of the Executive Committee. He shall have charge of the
seal of the Corporation and shall perform such other duties as pertain
to said office or as the Chairman or Board of Directors may from time to
time require.
ARTICLE VIII
Certificates of Stock
Section 1. Each shareholder shall be entitled to a certificate or
certificates of stock in such form as may be approved by the Board of
Directors, signed by the Chairman, or the President, and by the Secretary
and with the corporate seal impressed thereon.
Section 2. All transfers of stock of the Corporation shall be
made upon its books by surrender of the certificate for the shares
transferred accompanied by an assignment in writing by the holder and may
be accomplished either by the holder in person or by a duly authorized
attorney in fact.
Section 3. In case of the loss, mutilation, or destruction of a
certificate of stock, a duplicate certificate may be issued upon such
terms not in conflict with law as the Board of Directors may prescribe.
Section 4. The Board of Directors may also appoint one or
more Transfer Agents and Registrars for its stock and may, at its option,
require stock certificates to be both countersigned by a Transfer Agent
and registered by a Registrar. If certificates of capital stock of the
Corporation are signed both by a Transfer Agent and Registrar, the
signatures thereon of the officers of the Corporation and the seal of the
Corporation thereon may be facsimiles, engraved or printed. In case
any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of
the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued
and delivered as though the person or persons who signed such certificate
or certificates or whose facsimile signature or signatures shall have
been used thereon had not ceased to be such officer or officers of the
Corporation.
ARTICLE IX
Voting of Stock Held
Unless otherwise provided by a vote of the Board of Directors,
the Chairman may either appoint attorney(s)-in-fact to vote any stock of
any other Corporation owned by this Corporation or may attend any meeting
of the holders of stock of such other Corporation and vote such shares in
person.
ARTICLE X
Checks
All checks, notes, drafts, and bonds given by the Corporation
in the course of its business shall be signed in the name of the
Corporation in such manner as may be designated by the Directors from
time to time.
ARTICLE XI
Fiscal Year
The fiscal year of the Corporation shall end on December 31st
of each calendar year.
ARTICLE XII
Corporate Seal
The corporate seal of this Corporation shall consist of two
concentric circles around the inner edge of which shall be engraved the
words "HILB, ROGAL AND HAMILTON COMPANY" and "VIRGINIA" and
across the center thereof the word "SEAL."
ARTICLE XII
Amendments
These Bylaws may be altered, amended or repealed by a vote
of the majority of the number of Directors present at any meeting of the
Board of Directors, or by the shareholders at any special meeting, when
notice of such proposed amendment has been given in the notice calling
said board meeting or said special meeting of the shareholders, unless
the same shall be waived in the manner prescribed by law, or by the
shareholders at any annual meeting.
ARTICLE XIII
Gender
Wherever the context requires or is appropriate, references in these
Bylaws to the masculine gender of wordsshall include the feminine and vice
versa.
Certified to be the original of the Amended and Restated Bylaws of Hilb,
Rogal & Hamilton Company duly adopted by the Board of Directors of the
Corporation on February 8, 1995.
/s/Dianne F. Fox
Secretary
AMENDMENT OF AMENDED AND RESTATED
BYLAWS ESTABLISHING NOTICE PROCEDURES
FOR SHAREHOLDER BUSINESS AND NOMINATIONS
Article II of the Amended and Restated Bylaws of the
Corporation is hereby amended to insert the following
Section 8 to Article II:
Section 8. Notice of Shareholder Business and Nominations.
A. Annual Meetings of Shareholders.
(1) Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders (a) pursuant to the Corporation's notice of meeting
("Corporate Initiative"), (b) by or at the direction of the Board of
Directors ("Board Initiative") or (c) by any shareholder of the
Corporation who was a shareholder of record at the time of giving of
notice provided for in this Bylaw, who is entitled to vote at the meeting
and who complies with the notice procedures set forth in this Bylaw
("Shareholder Initiative").
(2) For nominations or other business to be properly
brought before an annual meeting by Shareholder Initiative, the
shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be
a proper matter for shareholder action. If the annual meeting date of
the Corporation is no more than 30 days before nor 60 days after the
anniversary date of the preceding annual meeting of the Corporation
("Anniversary Date"), then notice of the Shareholder Initiative must be
delivered to the Secretary at the Corporation's principal executive
offices, during normal business hours, no more than 90 nor less than 60
days prior to the Anniversary Date. If the annual meeting date of the
Corporation is more than 30 days before or more than 60 days
after the Anniversary Date, then the notice of Shareholder Initiative
must be delivered to the Secretary of the Corporation's principal
executive offices, during normal business hours, no more than
90 days prior to such annual meeting and no later than the later to
occur of (i) 60 days prior to the annual meeting or (ii) the tenth day
following the day on which public announcement of the date of the
annual meeting was made by the Corporation. If an annual meeting is
adjourned, the public announcement thereof shall not commence a new time
period for delivery of the notice of Shareholder Initiative.
Notice of a Shareholder Initiative shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14 A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy
statement as a nominee and t o serving as a director if elected); (b)
as to any other business that the shareholder proposes to bring before
the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder
and the beneficial owner, if any , on whose behalf the proposal is made;
and (c) as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name
and address of such shareholder, as they appear on the Corporation's
books, and of such beneficial owner and (ii) the class or series and
number of shares of the Corporation which are owned beneficially and of
record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in paragraph A(2) of
this Bylaw to the contrary, if the number of directors to be elected to
the Board of Directors of the Corporation is increased and there is no
public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at
least 70 days prior to the Anniversary Date, notice of a Shareholder
Initiative shall also be considered timely, but only with respect to
nominees for any new positions created by s uch increase, if it shall be
delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.
B. Special Meetings of Shareholders. Only such business shall
be conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of shareholders at which directors are
to be elected pursuant to the Corporation's notice of meeting (1) by or at
the direction of the Board of Directors or (2) provided that the Board of
Directors has determined that directors shall be elected at such
meeting, by any shareholder of the Corporation who is a shareholder of
record at the time of giving of notice provided for in this Bylaw, who
shall be entitled to vote at the meeting and who complies with
the notice procedures set forth in this Bylaw. If the Corporation
calls a special meeting of shareholders for the purpose of electing one
or more directors to the Board of Directors, any such shareholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if
the shareholder's notice required by paragraph A(2) of this Bylaw shall
be delivered to the Secretary at the principal executive offices of the
Corporation not ea rlier than the close of business on the 90th
day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement is first
made of the date of the special meeting and of the no minees proposed by
the Board of Directors to be elected at such meeting. In no event shall
the public announcement of an adjournment of a special meeting commence
a new time period for the giving of a shareholder's notice as described
above.
C. General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Bylaw. Except as otherwise
provided by law, the Articles of Incorporation or these Bylaws, the
Chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Bylaw and, if any proposed nomination or
business is not in compliance with this Bylaw, to declare that such
defective proposal or nomination shall be disregarded.
(2) For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(3) Notwithstanding the foregoing provisions of this Bylaw, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and re gulations thereunder with respect to
the matters set forth in this Bylaw. Nothing in this Bylaw shall be
deemed to affect any rights (a) of shareholders to request inclusion of
proposals in the Corporation' s proxy statement pursuant to Rule 14a-8
under the Exchange Act or (b) of the holders of any class or series
of Preferred Stock to elect directors under specified circumstances.