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 Chief Executive Officer.
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 Chief
Executive Officer, 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 a 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 Chief Executive Officer shall
preside over all meetings of the shareholders of the Corporation
at which he is present. If the Chief Executive Officer is not
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 of the meeting 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.
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 days 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 14A 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 to 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 such 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 earlier 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 nominees 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
regulations 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 of series of
Preferred Stock to elect directors under specified circumstances.
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 that person has 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
person 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 placed 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 Chief Executive Officer 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 and the Chief
Executive Officer shall each 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
Section 1. The officers of the Corporation shall be
a Chairman, a Chief Executive Officer, a President, a Secretary,
a Treasurer and such Chief Operating Officers, 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
Chief Executive Officer and Secretary shall be held by different
persons. All of the officers shall be elected by the Board of
Directors each year as soon after the annual meeting of the
shareholders as is convenient.
Section 2. The Chairman shall preside at all
meetings of the Board of Directors at which he is present. In
addition, he shall do everything and discharge all duties
generally pertaining to his office as Chairman of the Board of
Directors of a corporation of this character and such additional
duties as may be delegated to him from time to time by the Board
of Directors.
Section 3. The Chief Executive Officer of the
Corporation shall attend and preside at all meetings of the
shareholders, shall attend all meetings of the Board of
Directors, shall exercise general supervision over the property,
business and affairs of the Corporation and shall 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 4. The President, or the Chief Operating
Officer, as the case may be, 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 Chief Executive Officer, subject to the control of the Board
of Directors.
Section 5. In the instance of the inability of the
Chief Executive Officer 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, or the Chief Operating
Officer, as the case may be. In the instance of the inability of
the President, or the Chief Operating Officer, as the case may
be, 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, or the Chief
Operating Officer, as the case may be, 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, or the Chief Operating Officer,
as the case may be, if either should act as Chief Executive
Officer under this Bylaw shall report fully to the Chief
Executive Officer upon the Chief Executive Officer's return to
duty with respect to all actions taken and transactions
accomplished by the President, or the Chief Operating Officer, as
the case may be, during the absence or disability of the Chief
Executive Officer. 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 6. In the absence of the Chief Executive
Officer, 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.
Section 7. The Treasurer shall have charge and
custody of the funds, securities of whatsoever nature and other
like property of the Corporation. The Treasurer shall endorse
checks, notes and bills for deposit only as may be required for
the business of the Corporation, 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.
Section 8. The Secretary shall sign, with the Chief
Executive Officer, 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 became
the owners of such shares. The Secretary shall keep a record of
the proceedings of the meetings of the shareholders, of the Board
of Directors and of the Executive Committee. He shall have
charge of the seal of the Corporation and shall perform such
other duties as pertain to such office or as the Chief Executive
Officer or the Board of Directors may from time to time require.
ARTICLE V
Certificates of Stock
Section 1. Each shareholder shall be entitled to a
certificate of certificates of stock in such form as may be
approved by the Board of Directors, signed by the Chief Executive
Officer, 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 holders 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 VI
Voting of Stock Held
Unless otherwise provided by a vote of the Board of
Directors, the Chief Executive Officer 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 VII
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 VIII
Fiscal Year
The fiscal year of the Corporation shall end on
December 31st of each calendar year.
ARTICLE IX
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 X
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 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 XI
Gender
Wherever the context requires or is appropriate,
references in these Bylaws to the masculine gender of words shall
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 3, 1998.
/s/Dianne F. Fox
Secretary
0358123A