AMENDED AND RESTATED BY-LAWS
OF
PRINCIPAL LIFE INSURANCE COMPANY
Effective July 1, 1998
TABLE OF CONTENTS
Page
ARTICLE I PRINCIPAL OFFICE..........................................1
ARTICLE II REGISTERED OFFICE AND AGENT...............................1
ARTICLE III MEETINGS OF SHAREHOLDERS .................................1
3.1 Annual Meeting............................................1
3.2 Special Meetings..........................................1
3.3 Notices and Reports to Shareholders.......................1
3.4 Notice of Shareholder Business and Nominations ...........1
3.5 Waiver of Notice..........................................2
3.6 Record Date...............................................2
3.7 Shareholders' List........................................3
3.8 Quorum....................................................3
3.9 Organization..............................................3
3.10 Voting of Shares..........................................3
3.11 Voting by Proxy or Representative.........................3
3.12 Conduct of Business.......................................4
3.13 Action Without Meeting....................................4
ARTICLE IV BOARD OF DIRECTORS........................................4
4.1 Qualifications and General Powers.........................4
4.2 Number and Term of Office.................................4
4.3 Quorum and Manner of Acting...............................4
4.4 Resignation...............................................4
4.5 Compensation of Directors.................................4
4.6 Meetings..................................................4
4.7 Waiver of Notice..........................................5
4.8 Director's Assent Presumed................................5
4.9 Action Without Meeting....................................5
4.10 Dividends.................................................5
4.11 Officers of the Board of Directors........................5
ARTICLE V THE EXECUTIVE COMMITTEE AND OTHER COMMITTEES..............5
5.1 Executive Committee.......................................5
5.2 Powers of Executive Committee.............................5
5.3 Other Committees..........................................5
ARTICLE VI OFFICERS..................................................5
6.1 President.................................................5
6.2 Chief Executive Officer...................................6
6.3 Secretary.................................................6
6.4 Other Officers Elected by Board of Directors..............6
6.5 Other Officers............................................6
6.6 Resignation and Removal...................................6
6.7 Compensation of Officers..................................6
ARTICLE VII SHARES, THEIR ISSUANCE AND TRANSFER.......................6
7.1 Consideration for Shares..................................6
7.2 Certificates for Shares...................................6
7.3 Execution of Certificates.................................6
7.4 Share Record .............................................6
7.5 Cancellation..............................................6
7.6 Transfers of Stock........................................7
7.7 Regulations...............................................7
7.8 Lost, Destroyed or Mutilated Certificates.................7
ARTICLE VIII MISCELLANEOUS PROVISIONS..................................7
8.1 Facsimile Signatures......................................7
8.2 Execution of Instruments..................................7
8.3 Disposition of Funds......................................7
8.4 Fiscal Year...............................................7
8.5 Books and Records.........................................7
8.6 Voting of Stocks Owned by the Corporation.................7
ARTICLE IX INDEMNITY.................................................7
ARTICLE X AMENDMENTS................................................7
ARTICLE I
PRINCIPAL OFFICE
The location of the principal office of the corporation in the State of Iowa
will be identified in the corporation's annual report filed with the Secretary
of State of the State of Iowa. The corporation may have such other offices
either within or without the State of Iowa as the business of the corporation
may from time to time require.
ARTICLE II
REGISTERED OFFICE AND AGENT
The initial registered agent and office of the corporation are set forth in the
Articles of Incorporation. The registered agent or registered office, or both,
may be changed by resolution of the Board of Directors.
ARTICLE III
MEETINGS OF SHAREHOLDERS
Section 3.1 Annual Meeting. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting, shall be held on the third Monday in May of
each year at such place and time as the Board of Directors shall each year fix,
or at such other place, time and date as the Board of Directors shall fix.
Section 3.2 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by law (which for purposes of
these By-Laws shall mean as required from time to time by the Iowa Business
Corporation Act or the Articles of Incorporation of the corporation), may be
called by the Chairman of the Board, the Chief Executive Officer or the Board of
Directors, and shall be called by the Board of Directors upon the written
demand, signed, dated and delivered to the Secretary, of the holders of at least
10% of all the votes entitled to be cast on any issue proposed to be considered
at the meeting. Such written demand shall state the purpose or purposes for
which such meeting is to be called. The time, date and place of any special
meeting shall be determined by the Board of Directors, or, at its direction, by
the Chief Executive Officer.
Section 3.3 Notices and Reports to Shareholders.
(a) Notice of the place, date and time of all meetings of shareholders and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be communicated not fewer than 10 days nor more than 60 days
before the date of the meeting to each shareholder entitled to vote at such
meeting. The Board of Directors, as provided in Section 3.6 of these By-Laws,
may establish a record date for the determination of shareholders entitled to
notice. Notice of adjourned meetings need only be given if required by law or
Section 3.8 of these By-Laws.
(b) If notice of proposed corporate action is required by law to be given
to shareholders not entitled to vote and the action is to be taken by consent of
the voting shareholders, the corporation shall give all shareholders written
notice of the proposed action at least 10 days before the action is taken. The
notice must contain or be accompanied by the same material that would have been
required by law to be sent to shareholders not entitled to vote in a notice of
meeting at which the proposed action would have been submitted to the
shareholders for action.
(c) In the event corporate action is taken without a meeting in accordance
with the Articles of Incorporation of the corporation and Section 3.13 of these
By-Laws by less than unanimous written consent, prompt notice of the taking of
such corporate action shall be given to those shareholders who have not
consented in writing to the taking of such corporate action.
Section 3.4 Notice of Shareholder Business and Nominations.
(a) Annual Meetings of Shareholders.
(i) Nominations of persons for election to the Board of Directors and
the proposal of business to be considered by the shareholders may be made
at an annual meeting of shareholders of the corporation (1) by or at the
direction of the Board of Directors or the Chairman of the Board or (2) by
any shareholder of the corporation who is entitled to vote at the meeting,
who complies with the notice procedures set forth in clauses (ii) and (iii)
of this paragraph (a) of Section 3.4 and who was a shareholder of record at
the time such notice was delivered to the Secretary.
(ii) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (2) of paragraph (a)(i)
of this Section 3.4, the shareholder must have given timely notice thereof
in writing to the Secretary. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the
corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
if the date of the annual meeting is advanced by more than 20 days or
delayed by more than 70 days from such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than 120 days
prior to such annual meeting and not later than the close of business on
the later of the 90th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such meeting
is first made. In no event shall the adjournment of an annual meeting
commence a new time period for the giving of a shareholder's notice as
described above. Such shareholder's notice shall set forth (1) 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 or is
otherwise required pursuant to Regulation 14A under 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; (2) 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 of any
beneficial owner on whose behalf the proposal is made; and (3) as to the
shareholder giving the notice and any beneficial owner on whose behalf the
nomination or proposal is made (A) the name and address of such
shareholder, as they appear on the corporation's books, and of such
beneficial owner and (B) the class and number of shares of the corporation
which are owned beneficially and of record by such shareholder and such
beneficial owner.
(iii) Notwithstanding anything in the second sentence of paragraph
(a)(ii) of this Section 3.4 to the contrary, in the event that the number
of directors to be elected to the Board of Directors is increased and there
is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the
corporation at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice under this Section
3.4 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 as shall have been
brought before the special meeting of the shareholders pursuant to the
corporation's notice of meeting pursuant to Section 3.3 of these By-Laws shall
be conducted at such 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 (i) by or at
the direction of the Board of Directors or (ii) by any shareholder of the
corporation who is entitled to vote at the meeting, who complies with the notice
procedures set forth in this paragraph (b) of Section 3.4 and who is a
shareholder of record at the time such notice is delivered to the Secretary.
Nominations by shareholders of persons for election to the Board of Directors
may be made at such special meeting of shareholders if the shareholder's notice
as required by paragraph (a)(ii) of this Section 3.4 shall be delivered to the
Secretary at the principal executive offices of the corporation not earlier than
the 120th day prior to such special meeting and not later than the close of
business on the later of the 90th 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 adjournment of special meeting
commence a new time period for the giving of a shareholder's notice as described
above.
(c) General.
(i) Only persons who are nominated in accordance with the procedures
set forth in this Section 3.4 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 annual or special meeting in accordance with
the procedures set forth in this Section 3.4. Except as otherwise provided
by law, the Articles of Incorporation of the corporation or these By-Laws,
the chairperson of the annual or special meeting shall have the power and
duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set
forth in this Section 3.4 and, if any proposed nomination or business is
not in compliance with this Section 3.4, to declare that such defective
proposal or nomination shall be disregarded.
(ii) For purposes of this Section 3.4, "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.
(iii) Notwithstanding the foregoing provisions of this Section 3.4, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
mattes set forth in this Section 3.4. Nothing in this Section 3.4 shall be
deemed to affect any rights of (1) shareholders to request inclusion of
proposals in the corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act or (2) the holders of any series of Preferred Stock to
elect directors if so provided under any applicable certificates of
designation relating to the series of Preferred Stock.
Section 3.5 Waiver of Notice.
(a) Any shareholder may waive any notice required by law or these By-Laws
if such waiver is in writing and signed by the shareholder entitled to such
notice, whether before or after the date and time stated in such notice. Such a
waiver shall be equivalent to notice to such shareholder in due time as required
by law or these By-Laws. Any such waiver shall be delivered to the corporation
for inclusion in the minutes or filing with the corporate records of the
corporation.
(b) A shareholder's attendance at a meeting, in person or by proxy, waives
(i) objection to lack of notice or defective notice of such meeting, unless the
shareholder at the beginning of the meeting or promptly upon the shareholder's
arrival objects to holding the meeting or transacting business at the meeting
and (ii) objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
Section 3.6 Record Date. The Board of Directors may fix, in advance, a date as
to the record date for any determination of shareholders for any purpose, such
date in every case to be not more than 70 days prior to the date on which the
particular action or meeting requiring such determination of shareholders is to
be taken or held. If no record date is so fixed for the determination of
shareholders, the close of business on the day before the date on which the
first notice of a shareholders' meeting is communicated to shareholders or the
date on which the Board of Directors authorizes a share dividend or a
distribution (other than one involving a repurchase or reacquisition of shares),
as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section 3.6, such
determination shall apply to any adjournment thereof, unless the Board of
Directors selects a new record date or unless a new record date is required by
law.
Section 3.7 Shareholders' List. After fixing a record date for a meeting, the
corporation shall prepare an alphabetical list of the names of all shareholders
who are entitled to notice of a shareholders' meeting. The list must be arranged
by voting group and within each voting group by class or series of shares, and
show the address of and number of shares held by each shareholder. The
shareholders' list must be available for inspection by any shareholder beginning
two business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting at the corporation's principal
office or at a place in the city where the meeting will be held which such place
shall be identified in the notice of the meeting. A shareholder, or a
shareholder's agent or attorney, is entitled on written demand to inspect and,
subject to the requirements of law, to copy the list, during regular business
hours and at the person's expense, during the period the list is available for
inspection. The corporation shall make the shareholders' list available at the
meeting, and any shareholder, or a shareholder's agent or attorney, is entitled
to inspect the list at any time during the meeting or any adjournment thereof.
Section 3.8 Quorum.
(a) At any meeting of the shareholders, a majority of the votes entitled to
be cast on the matter by a voting group constitutes a quorum of that voting
group for action on that matter, unless the representation of a different number
is required by law, and in that case, the representation of the number so
required shall constitute a quorum. If at the time for which a meeting of
shareholders has been called less than a quorum is present, the chairperson of
the meeting or a majority of the shareholders present or represented by proxy
and entitled to vote thereat may adjourn the meeting to another place, date or
time.
(b) When a meeting is adjourned to another place, date or time, notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than 120 days after the date
for which the meeting was originally noticed, or if a new record date is fixed
for the adjourned meeting, notice of the place, date and time of the adjourned
meeting shall be given in conformity with these By-Laws. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
(c) Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment thereof unless a new record date is or must be set for that
adjourned meeting.
Section 3.9 Organization.
(a) The Chairman of the Board, or in the absence of the Chairman of the
Board, the acting Chairman of the Board, or in his or her absence, such person
as shall be designated by the holders of a majority of the votes present at the
meeting shall call meetings of the shareholders to order and shall act as
presiding officer of such meetings.
(b) The Secretary shall act as secretary at all meetings of the
shareholders, but in the absence of the Secretary at any meeting of the
shareholders, the presiding officer may appoint any person to act as secretary
of the meeting.
Section 3.10 Voting of Shares.
(a) Every shareholder entitled to vote may vote in person or by proxy.
Except as provided in subsection (c) of this Section 3.10 or unless otherwise
provided by law, each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of shareholders.
Unless otherwise provided by law, directors in each class shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present. Shareholders do not have the right to
cumulate their votes for directors unless the Articles of Incorporation of the
corporation so provide.
(b) The shareholders having the right to vote shares at any meeting shall
be only those of record on the stock books of the corporation on the record date
fixed by law or pursuant to the provisions of Section 3.6 of these By-Laws.
(c) Absent special circumstances, the shares of the corporation held,
directly or indirectly, by another corporation are not entitled to vote if a
majority of the shares entitled to vote for the election of directors of such
other corporation is held by the corporation. The foregoing does not limit the
power of the corporation to vote any shares held by the corporation in a
fiduciary capacity.
(d) If a quorum exists, action on a matter other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless a
greater number is required by law.
Section 3.11 Voting by Proxy or Representative.
(a) At all meetings of the shareholders, a shareholder entitled to vote may
vote in person or by proxy appointed in writing, which appointment shall be
effective when received by the secretary of the meeting or other officer, agent
or inspector authorized to tabulate votes. An appointment of a proxy is valid
for 11 months from the date of its execution, unless a longer period is
expressly provided in the appointment form.
(b) Shares held by an administrator, executor, guardian, conservator,
receiver, trustee, pledgee or another corporation may be voted as provided by
law.
Section 3.12 Conduct of Business. The person acting as the presiding officer of
any meeting of shareholders shall determine the order of business and procedure
at the meeting, including such regulation of the manner of voting and the
conduct of business as seem to him or her to be in order.
Section 3.13 Action Without Meeting. Except as otherwise set forth in this
Section 3.13 and subject to Section 3.3(c) of these By-Laws and the Articles of
Incorporation of the corporation, any action required or permitted by law to be
taken at a meeting of the shareholders of the corporation may be taken without a
meeting or vote, and without notice, if one or more consents in writing setting
forth the action taken shall be signed and dated by the holders of outstanding
shares having not less than 90% of the votes entitled to be cast at a meeting at
which all shares entitled to vote on the action were present and voted, and are
delivered to the corporation for inclusion in the minutes or filing with the
corporate records of the corporation; provided, however, that a director shall
not be removed by written consents unless written consents are obtained from the
holders of all of the outstanding shares of the corporation that are entitled to
vote on the removal of the director. Written consents from a sufficient number
of shareholders must be obtained within 60 days from the date of the earliest
dated consent for such consents to be effective to take corporate action. If not
otherwise fixed by law or in accordance with these By-Laws, the record date for
determining shareholders entitled to take action without a meeting is the date
the first shareholder signs such a written consent.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 Qualifications and General Powers. No director is required to be an
officer, employee, shareholder or policyowner of the corporation or a resident
of the State of Iowa. The business and affairs of the corporation shall be
managed under the direction of the Board of Directors. The Board of Directors
may authorize any officer or officers or agent or agents to enter into any
contract or to execute and deliver any instrument in the name and on behalf of
the corporation, and such authority may be general or confined to specific
instances.
Section 4.2 Number and Term of Office. The Board of Directors shall be elected
in the manner and for the term specified in the Articles of Incorporation of the
corporation and in Section 3.4 of these By-Laws. Each director (whenever
elected) shall hold office until his or her death, resignation or removal,
except that each director who attains retirement age, as set forth in the
Articles of Incorporation of the corporation or as determined by the Board of
Directors, during the term for which elected shall hold office only until the
next annual meeting of shareholders following attainment of retirement age, at
which time a person may be elected as director to complete the unexpired term of
office, if any, for which the director attaining retirement age had been
elected.
Section 4.3 Quorum and Manner of Acting. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed in accordance with
Section 4.2 of these By-Laws. If at any meeting of the Board of Directors less
than a quorum is present, a majority of the directors present may adjourn the
meeting from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given. At all meetings of directors where a quorum
is present, the act of the majority of the directors present at the meeting
shall be the act of the Board of Directors.
Section 4.4 Resignation. Any director of the corporation may resign at any time
by delivering written notice to the Chairman of the Board, the Board of
Directors, or the corporation. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date.
Section 4.5 Compensation of Directors. Directors who are not officers of the
corporation shall be entitled to an annual retainer and an additional amount for
attendance at each regular or special meeting of the Board of Directors or
meetings of committees of the Board of Directors, plus the expense of attending
such meetings, if any, as may be fixed from time to time by resolution of the
Board of Directors.
Section 4.6 Meetings. Regular meetings of the Board of Directors shall be held
without notice once in each calendar quarter on such date and at such hour and
place, within or without the State of Iowa, as may be fixed by the Board of
Directors, except that the meeting in the second quarter shall be held in the
principal office of the corporation in Des Moines on the date of the annual
meeting of the shareholders of the corporation. The date, time and place of any
regular meeting other than the meeting in the second quarter may be changed by
the Chairman of the Board, if any, or the President, by written notice to all
directors at least 30 days before the regular meeting date, provided that the
date to which any meeting is changed shall not be more than 15 days earlier or
later than the date fixed by the Board of Directors. Special meetings of the
Board of Directors may be called at any time upon two days' written notice given
by the Chairman of the Board, if any, the President or a majority of directors
then in office, which notice shall state the date, time and place of the special
meeting. In the alternative, upon oral or written notice received prior to the
time of the meeting by at least two-thirds of the directors, the Chairman of the
Board, or the acting Chairman of the Board, may call a special meeting of the
Board of Directors to be held through communications equipment which permits all
participants to communicate with each other, with such participation
constituting attendance at such meeting. Any meeting may be continued to the
succeeding day if the Board of Directors does not complete the business coming
before it on the meeting date. At any meeting at which every director shall be
present, even without notice, any business may be transacted.
Section 4.7 Waiver of Notice. A director may waive any notice required by law or
these By-Laws if the waiver is in writing and signed by the director entitled to
such notice, whether before or after the date and time stated in such notice.
Such a waiver shall be equivalent to notice in due time as required by these
By-Laws. Attendance of a director at or participation in a meeting shall
constitute a waiver of notice of such meeting, unless the director at the
beginning of the meeting or promptly upon arrival objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.
Section 4.8 Director's Assent Presumed. A director who is present at a meeting
of the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless the director's dissent
shall be entered in the minutes of the meeting or unless the director shall file
a written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered or certified mail to the Secretary immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 4.9 Action Without Meeting. Any action required or permitted by law to
be taken at any meeting of the Board of Directors may be taken without a meeting
of the action is taken by all of the directors then in office and if one or more
consents in writing describing the action so taken shall be signed by each
director then in office and included in the minutes or filed with the corporate
records reflecting the action taken. Action taken under this section is
effective when the last director signs the consent, unless the consent specifies
a different effective date.
Section 4.10 Dividends. Subject to applicable law and any applicable provisions
of the Articles of Incorporation of the corporation, the Board of Directors may
authorize and the corporation may make distribution to its shareholders in cash
or property.
Section 4.11 Officers of the Board of Directors.
(a) The Board of Directors shall elect from its number a Chairman of the
Board to serve at the pleasure of the Board of Directors. The Chairman of the
Board shall, if present, preside at each meeting of the Board of Directors and
shall have such powers and shall perform such duties as may be assigned to him
or her by these By-Laws or by or pursuant to authorization of the Board of
Directors.
(b) The Board of Directors shall by resolution establish a procedure to
provide for an acting Chairman of the Board in the event the current Chairman of
the Board is unable to serve or act in that capacity.
ARTICLE V
THE EXECUTIVE COMMITTEE AND
OTHER COMMITTEES
Section 5.1 Executive Committee. The Board of Directors shall appoint an
Executive Committee composed of five directors, including the Chairman of the
Board and the Chief Executive Officer if other than the Chairman of the Board.
Members of the Executive Committee shall be appointed by and serve at the
pleasure of the Board of Directors. If the Board of Directors has elected a
Chairman of the Board he or she shall, if present, preside at each meeting of
the Executive Committee. In the absence or vacancy in the office of the Chairman
of the Board, the Chief Executive Officer shall preside. If the Chairman of the
Board is also the Chief Executive Officer, any other member of the Executive
Committee, as determined by the members of the Executive Committee present,
shall preside at a meeting of the Executive Committee in the absence of the
Chairman of the Board. The Secretary shall act as secretary of the Executive
Committee and shall keep a record of all proceedings of the Executive Committee.
A majority of the members of the Executive Committee shall constitute a quorum.
Section 5.2 Powers of Executive Committee. The Executive Committee shall have
and may exercise all of the powers of the Board of Directors in the management
and affairs of the corporation except when the Board of Directors is in session.
Actions of the Executive Committee, except when the rights or acts of third
parties would be adversely affected, shall be subject to the approval of the
Board of Directors, which approval shall be implied unless contrary action is
taken by the Board of Directors.
Section 5.3 Other Committees. The Board of Directors, by resolution adopted by
the affirmative vote of a majority of the number of directors then in office,
may establish one or more other committees of the Board of Directors, each
committee to consist of two or more directors appointed by the Board of
Directors. Any such committee shall serve at the pleasure of the Board of
Directors. Each such committee shall have the powers and duties delegated to it
by the Board of Directors, subject to the limitations set forth in applicable
Iowa law. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request of the Chairman
of the Board or the chairperson of such committee.
ARTICLE VI
OFFICERS
Section 6.1 President. The Board of Directors shall elect a President of the
corporation to serve at the pleasure of the Board of Directors. The President,
if not the Chief Executive Officer, shall have such powers and perform such
duties as may be assigned to him or her by these By-Laws, as may from time to
time be assigned to him or her by or pursuant to authorization of the Board of
Directors or by the Chief Executive Officer, and as may be incident to the
office of President.
Section 6.2 Chief Executive Officer. The Board of Directors shall empower either
the Chairman of the Board, if one is elected, or the President to serve as the
Chief Executive Officer of the corporation. The Chief Executive Officer shall
(a) supervise the carrying out of policies adopted or approved by the Board of
Directors, (b) exercise a general supervision and superintendence over all the
business and affairs of the corporation, and (c) possess such other powers and
perform such other duties as may be assigned to him or her by these By-Laws, as
may from time to time be assigned by the Board of Directors and as may be
incident to the office of Chief Executive Officer.
Section 6.3 Secretary. The Board of Directors shall appoint a Secretary to serve
at the pleasure of the Board of Directors. The Secretary shall (a) keep minutes
of all meetings of the shareholders and of the Board of Directors, (b)
authenticate records of the corporation and (c) in general, have such powers and
perform such other duties as may be assigned to him or her by these By-Laws, as
may from time to time be assigned to him or her by the Board of Directors or the
Chief Executive Officer and as may be incident to the office of Secretary.
Section 6.4 Other Officers Elected by Board of Directors. At any meeting of the
Board of Directors, the Board of Directors may elect such other officers of the
corporation as the Board of Directors may deem necessary, to serve at the
pleasure of the Board of Directors. Other officers elected by the Board of
Directors shall have such powers and perform such duties as may be assigned to
them by or pursuant to authorization of the Board of Directors or by the Chief
Executive Officer.
Section 6.5 Other Officers. The Board of Directors may authorize the corporation
to elect or appoint other officers, each of whom shall serve at the pleasure of
the corporation. Officers elected or appointed by the corporation shall have
such powers and perform such duties as may be assigned to them by the
corporation.
Section 6.6 Resignation and Removal. An officer may resign at any time by
delivering notice to the Secretary. A resignation is effective when the notice
is delivered unless the notice specifies a later effective date. Any officer may
be removed, for or without cause, by the Board of Directors at any time.
Section 6.7 Compensation of Officers. The compensation of all officers elected
by the Board of Directors shall be fixed by the Board of Directors. The
compensation of officers elected or appointed by the corporation shall be fixed
as provided by resolution of the Board of Directors.
ARTICLE VII
SHARES, THEIR ISSUANCE AND TRANSFER
Section 7.1 Consideration for Shares. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed, or other securities
of the corporation. Before the corporation issues shares, the Board of Directors
must determine that the consideration received or to be received for shares to
be issued is adequate.
Section 7.2 Certificates for Shares. Every shareholder of the corporation shall
be entitled to a certificate or certificates, to be in such form as the Board of
Directors shall prescribe, certifying the number and class of shares of the
corporation owned by such shareholder.
Section 7.3 Execution of Certificates. The certificates for shares of stock
shall be numbered in the order in which they shall be issued and shall be signed
by the Chief Executive Officer or President and the Secretary or an Assistant
Secretary of the corporation. The signatures of the Chief Executive Officer or
President and the Secretary or Assistant Secretary or other persons signing for
the corporation upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
corporation itself or an employee of the corporation. In case any officer or
other authorized person who has signed or whose facsimile signature has been
placed upon such certificate for the corporation shall have ceased to be such
officer or employee or agent before such certificate is issued, it may be issued
by the corporation with the same effect as if he or she were such officer or
employee or agent at the date of the issuance of such certificate.
Section 7.4 Share Record. A record shall be kept by the Secretary, or by any
other officer, employee or agent designated by the Board of Directors, of the
name and address of each shareholder of the corporation, the number and class of
shares held by such shareholder, the number of the certificates representing
such shares and the respective dates of issuance of such certificates and, in
case of cancellation of any such certificate, the respective date of
cancellation.
Section 7.5 Cancellation. Every certificate surrendered to the corporation for
exchange or transfer shall be cancelled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so cancelled, except in cases provided in Section
7.8 of these By-Laws. Section 7.6 Transfers of Stock. Transfers of shares of the
capital stock of the corporation shall be made only on the books of the
corporation by the record holder thereof, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary, and
on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name shares
of stock stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation; provided, however, that whenever
any transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary, shall be so expressed in the
entry of transfer.
Section 7.7 Regulations. The Board of Directors may make such other rules and
regulations as it may deem expedient, not inconsistent with law, concerning the
issue, transfer and registration of certificates for shares of the capital stock
of the corporation.
Section 7.8 Lost, Destroyed or Mutilated Certificates. In the event of the loss,
theft or destruction of any certificate of stock, another may be issued in its
place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 Facsimile Signatures. In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof. If
any officer whose facsimile signature has been placed upon any form of
instrument shall have ceased to be such officer before an instrument in such
form is issued, such instrument may be issued with the same effect as if he or
she had been such officer at the time of its issue.
Section 8.2 Execution of Instruments. Instruments affecting or relating to real
estate or the investment of funds of the corporation may be executed as
authorized by resolution of the Board of Directors or as may be authorized by
such officers of the corporation as the Board of Directors designates.
Section 8.3 Disposition of Funds. The funds of the corporation shall be paid
out, transferred or otherwise disposed of only in such manner and under such
controls as may be authorized by resolution of the Board of Directors or as may
be authorized by such officers of the corporation as the Board of Directors
designates.
Section 8.4 Fiscal Year. The fiscal year of the corporation shall be from the
first day of January through the last day of December.
Section 8.5 Books and Records. The books and records of the corporation shall be
kept (except that the shareholder list must also be kept at the places described
in Section 3.7 of these By-Laws) at the principal office of the corporation.
Section 8.6 Voting of Stocks Owned by the Corporation. In the absence of a
resolution of the Board of Directors to the contrary, the Chief Executive
Officer and the President are authorized and empowered on behalf of the
corporation to attend and vote, or to grant discretionary proxies to be used, at
any meeting of shareholders of any corporation in which this corporation holds
or owns shares of stock, and in that connection, on behalf of this corporation,
to execute a waiver of notice of any such meeting or a written consent to action
without a meeting. The Board of Directors shall have authority to designate any
officer or person as a proxy or attorney-in-fact to vote shares of stock in any
other corporation in which the corporation may own or hold shares of stock.
ARTICLE IX
INDEMNITY
The Board of Directors shall indemnify, or authorize the officers of the
corporation to indemnify, directly and through insurance coverage, each person
now or hereafter a director, officer, employee or other representative of the
corporation, and that person's heirs and legal representatives, against all
damages, awards, costs and expenses, including counsel fees, reasonably incurred
or imposed in connection with or resulting from any action, suit or proceeding,
or the settlement thereof prior to final adjudication, to which such person is
or may be made a party by reason of being or having been a director, officer,
employee or other representative of the corporation or by reason of service at
the request of the corporation in any capacity with another entity or
organization. Such rights or indemnification shall be in addition to any rights
to which any director, officer, employee or other representative of the
corporation, former, present or future, may otherwise be entitled as a matter of
law and subject to such limitations permitted by law as may be established by
the Board of Directors.
ARTICLE X
AMENDMENTS
These By-Laws may be amended, altered or repealed by the Board of Directors at
any regular or special meeting of the Board of Directors, provided written
notice expressing in substance the proposed change shall have been given to each
director at least two days prior to the date of such regular or special meeting.
Notice of any proposed amendment, alteration or repeal may be waived by any
director by filing a written waiver of notice with the Secretary before, on or
after the meeting date. The shareholders of the corporation may also amend,
alter or repeal these By-Laws as provided in the Articles of Incorporation of
the corporation. Any amendment to these By-Laws shall be submitted to the Iowa
Insurance Commissioner for review not less than thirty (30) days prior to the
effective date of the amendment, or pursuant to such other procedure as is
established by law or regulation.