Exhibit 3.2
AMENDED AND RESTATED BYLAWS
HEALTH INSURANCE OF VERMONT, INC.
ARTICLE I
OFFICES
SECTION 1:1 Registered and Principal Office. The registered and
principal office of Health Insurance of Vermont, Inc., (hereinafter called
the Corporation), in the State of Vermont shall be at the following address:
One Roosevelt Highway
Colchester, Vermont 05446
or at such other location in the State of Vermont as the Board of Directors
may hereafter designate.
SECTION 1:2 Other Offices. The Corporation may also have an office
or offices at such other place or places either within or without the State
of Vermont as the Board of Directors may from time to time determine, or the
business of the Corporation require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 2:1 Annual Meetings. The annual meeting of shareholders for
the election of directors and for the transaction of such other business as
may lawfully come before the meeting in accordance with these by-laws, shall
be held at the registered office of the Corporation on the first Thursday in
April, or at such other time as may be designated by the Board of Directors,
if not a legal holiday in the State of Vermont, and if a legal holiday in
said State, then on the next succeeding business day not a legal holiday.
SECTION 2:2 Special Meetings. Special meetings of the shareholders,
for any lawful purpose, may be called at any time (1) by the President, (2)
by the Board of Directors, or (3) by the Secretary upon written request to
him of the holders of not less than one-tenth of the shares of the
Corporation entitled to vote at such meeting. A special meeting of
shareholders shall be held at the registered office of the Corporation, or
either within or without the State of Vermont at such place as shall be
fixed by the Board of Directors and specified in the notice or waiver of
notice of such meeting. Upon request in writing to the Secretary, sent by
registered mail or delivered to him in person, by the persons entitled to
call a meeting of the shareholders, the Secretary shall cause notice to be
given to the shareholders entitled to vote, that a meeting will be held at a
time fixed by the Secretary, not less than 10 nor more than 60 days after
the date of the notice. The Secretary shall have the sole authority to give
notice of any special meeting of the shareholders to the extent consistent
with the Vermont Business Corporation Act, and any business conducted or
action taken at a special meeting of the shareholders not called in
accordance with this section shall not be binding on the Corporation to the
extent consistent with the Vermont Business Corporation Act.
SECTION 2:3 Notice of Meetings. Written or printed notice of
meetings, stating the place, day and hour of the meeting, and, in case of a
special meeting, the purpose or purposes therefor, shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the Secretary to each
shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the U.S. mail
addressed to the shareholder at his address as it appears on the stock
transfer books, with postage thereon prepaid. Notice of the time and place
or of the business to be transacted thereat of any adjourned session of a
meeting of shareholders shall not be required to be given other than by
announcement at the meeting at which the adjournment is taken, except when a
meeting is adjourned for 30 days or more.
SECTION 2:4 Waiver of Notice and Consents. Any person entitled to
notice of a meeting of shareholders may waive such notice by a written
waiver signed by him either before or after the time of the meeting. Such
waiver shall be equivalent to the giving of notice, providing that such
waiver be inserted in the minute book.
SECTION 2:5 Quorum. The presence in person or by proxy of the
persons entitled to vote a majority of the voting shares at any meeting
constitutes a quorum for the transaction of business. Shares shall not be
counted to make up a quorum for a meeting if voting of them at the meeting
has been enjoined or for any reason they cannot be lawfully voted at the
meeting. In the absence of a quorum, any meeting of shareholders need not
be held, or may be adjourned from time to time by the Chairman of the
meeting or the vote of a majority of the shares, the holders of which are
either present in person or represented by proxy thereat, but no other
business may be transacted. Any duly called meeting at which a quorum is
present may be adjourned from time to time by the Chairman of the meeting or
majority vote of those present. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.
SECTION 2:6 Organization. At each meeting of the shareholders, the
President or, in his absence, a Chairman chosen by a majority vote of the
shareholders present in person or represented by proxy and entitled to vote
thereat, shall act as chairman. The Secretary, or in the absence of the
Secretary, an Assistant Secretary, or in the absence of the Secretary and
all Assistant Secretaries, a person whom the chairman of such meeting shall
appoint, shall act as secretary of such meeting and keep the minutes
thereof.
SECTION 2:7 Voting; Proxies; Ballots. Each shareholder entitled to
vote at a meeting of shareholders shall have one vote in person or by proxy
for each share of stock standing in his name on the stock transfer books of
this corporation as of the time and date hereinafter provided.
Each shareholder entitled to vote or execute consents may do so either
in person, or by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact, and filed with the Secretary of this
Corporation. A proxy shall not be valid after the expiration of 11 months
from the date of its execution, unless otherwise provided in the proxy.
Elections for directors need not be by ballot unless a shareholder
demands election by ballot at the election and before the voting begins.
The vote on any other matter need not be by ballot unless demanded in
writing by a shareholder present in person or represented by proxy at the
meeting and entitled to vote thereon, or unless so directed by the presiding
officer at the meeting. Upon a written demand by any such shareholder, or a
direction by the Chairman of the meeting, for a vote by ballot upon any such
matter, such vote by ballot shall be taken. On a vote by ballot, each
ballot shall be signed by the shareholder voting, or by his proxy, if there
by such proxy, and shall state the number of shares voted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3:1 General Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors. Such Board may
exercise all powers possessed by the Corporation, and do such acts and
things as are not prohibited by law or otherwise, or expressly required to
be done by the shareholders.
SECTION 3:2 Number, Qualification, and Term of Office. The number
of directors of this Corporation which shall constitute the whole Board of
Directors shall be nine. The exact number of directors may be increased or
decreased from time to time by the shareholders at any meeting, but the
number shall not be set at less than seven nor more than eleven without
prior amendment of these by-laws.
Each director shall hold office for a term of three years. If the
number of directors is changed, terms of newly elected directors shall be
set for such periods of time, up to three years, as will provide for the
expiration of the terms of approximately one-third of the directors at the
end of each corporate year.
Directors need not be shareholders.
SECTION 3:3 Quorum and Manner of Acting. A majority of the
directors fixed by the by-laws or vote of the shareholders shall constitute
a quorum for the transaction of business at any meeting. Except as herein
otherwise expressly provided, the affirmative vote of a majority of the
directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum at any meeting of
the Board, such meeting need not be held, or a majority of the directors
present thereat may adjourn such meeting of the Board. Any duly called
meeting at which a quorum is present may be adjourned from time to time by
majority vote of those present. Notice of any adjourned meeting need not be
given to absent directors if the time and place are fixed at the meeting
adjourned.
SECTION 3:4 Offices; Places of Meetings. The Board of Directors may
hold regular and special meetings at such place or places within or without
the State of Vermont as the Board may from time to time determine. Any
regular or special meeting shall be valid wherever held, if held upon
written consent of all members of the Board given either before or after the
meeting and filed with the Secretary.
SECTION 3:5 Annual Meeting. The Board of Directors shall meet for
the purpose of organization, the election of officers, except the Secretary,
and the transaction of other business, immediately following each annual
election of directors. No notice of such meeting need be given.
SECTION 3:6 Regular Meetings. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall
from time to time by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be
held, then the meeting which would otherwise be held on that day shall be
held at such place at the same hour on the next succeeding business day not
a legal holiday. Notice of regular meetings need not be given.
SECTION 3:7 Special Meetings; Notice. Special meetings of the Board
of Directors shall be held whenever called by the President or by any two of
the directors. Written notice of the time and place of the meetings of the
Board of Directors shall be delivered personally to each director, or sent
to each director by mail or by other form of written communication at least
two days before the meeting. Each such notice shall state the time and
place of the meeting but need not state the purpose thereof except as
otherwise in these by-laws expressly provided. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever
held, are as valid as through transacted at a meeting duly held after a
regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written waiver
of notice, provided such waiver be inserted in the minute book.
SECTION 3:8 Organization. At each meeting of the Board of
Directors, the President, or in his absence, a director chosen by a majority
of the directors present, shall act as chairman. The Secretary, or in the
absence of the Secretary, an Assistant Secretary, or in the absence of the
Secretary and all Assistant Secretaries, a person whom the chairman of such
meeting shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.
SECTION 3:9 Order of Business. At all meetings of the Board of
Directors, business shall be transacted in the order determined by the
Board.
SECTION 3:10 Resignation. Any director may resign at any time by
giving written notice of his resignation to the Board of Directors, the
President, or the Secretary. Such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 3:11 Vacancies. Any vacancy on the Board of Directors may
be filled by a majority of the remaining directors or a sole remaining
director (including any director who has submitted a resignation which is to
be effective at a later time), although less than a quorum, or, if not so
filled by such director or directors within a reasonable time, by the
shareholders of the Corporation at any special meeting called for that
purpose. Each director so elected shall hold office for the unexpired term
of his predecessor and until his successor is elected and qualified, or
until his death, or until he shall resign. If the Board of Directors
accepts the resignation of a director tendered to take effect at a later
time, the Board may elect a successor as above provided to take office when
the resignation becomes effective. Any directorship to be filled by reason
of an increase in the number of directors shall be filled by election at an
annual meeting or at a special meeting of shareholders called for that
purpose.
SECTION 3:12 Remuneration. Directors and members of any committee
may receive such fixed sum per meeting attended, or such annual sum or sums,
and such reimbursement for expenses of attendance at meetings, as may be
determined from time to time by resolution of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving proper
compensation therefor.
ARTICLE IV
COMMITTEES
SECTION 4:1 Committees. The Board of Directors may, by resolution
or resolutions passed by a majority of the whole Board, designate one or
more other committees, each such committee to consist of two or more
directors of the Corporation, which shall have and may exercise such powers
at the Board of Directors may determine and specify in such resolution or
resolutions. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors. A majority of all the members of any such committee may fix its
rules or procedure, determine its actions, and fix the time and place
(whether within or without the Sate of Vermont) of its meetings, and specify
what notice thereof, if any, shall be given, unless the Board of Directors
shall otherwise by resolution provide. The Board of Directors shall have
the power to change the members of any such committee at any time, to fill
vacancies, and to discharge any such committee, either with or without case,
at any time.
ARTICLE V
ACTION BY CONSENT
SECTION 5:1 General. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any Committee may be taken
without a meeting, if all members of the Board or the Committee shall
individually or collectively consent in writing to such action, and such
written consent or consents shall be filed with the minutes of the
proceedings of the Board or Committee.
Any action required by the Vermont Business Corporation Act to be
taken, or which may be taken, at a meeting of shareholders, may be taken
without such meeting, if consent in writing setting forth the action so
taken shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereto. Such consent shall have the same
effect as a unanimous vote of the shareholders, and may be so stated in any
document filed with the Secretary of State under the above Act, provided
such written consent is inserted in the minute book.
ARTICLE VI
OFFICERS
SECTION 6:1 Number. The principal officers of the Corporation shall
be a President, Chairman of the Board, and one or more Vice Presidents, as
may be elected by the Board of Directors, a Treasurer, and a Secretary (who
shall reside in the State of Vermont). In addition, there may be such
subordinate officers, agents and employees as may be appointed in accordance
with the provisions of these by-laws. Any two or more offices, except those
of President and Secretary, may be held by the same person.
SECTION 6:2 Election and Term of Office. The officers of the
Corporation, except the Secretary and such subordinate officers as may be
appointed in accordance with the provisions of these by-laws, shall be
elected at the annual meeting of the Board of Directors. The Secretary
shall be elected by the shareholders at the annual meeting of the
shareholders. Each officer, except such subordinate officers as may be
appointed in accordance with the provisions of these by-laws, shall hold
office until his successor shall have been duly elected and qualified, or
until his death or until he shall resign or be removed.
SECTION 6:3 Subordinate Officers. In addition to the principal
officers specified in these by-laws, the Corporation may have such other
officers, agents and employees as the Board of Directors may deem necessary,
including one or more Vice Chairmen of the Board, one or more Assistant
Treasurers, and one or more Assistant Secretaries, each of whom shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors may from time to time determine.
SECTION 6:4 Removal. Any officer or agent may be removed, either
with or without cause, by the vote of a majority of the whole Board of
Directors at any regular or special meeting.
SECTION 6:5 Resignation. Any officer may resign at any time by
giving written notice of his resignation to the Board of Directors, the
President or Secretary. Such resignation shall take effect at the date of
receipt of such notice or at any later time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 6:6 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled
for the unexpired portion of the term by the Board of Directors.
SECTION 6:7 President. The President shall be the chief operational
officer of the Corporation. He shall have general supervision of the
affairs of the Corporation, subject to the supervision of the chief
executive officer, and shall perform all such duties as are incident to his
office or as are properly required of him by the Board of Directors. He
shall have authority to enter into any contract or execute and deliver any
instrument in the name or on behalf of the Corporation, when authorized by
the Board of Directors, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors, or these by-
laws, to some other officer, agent or employee of the Corporation.
SECTION 6:8 Chairman of the Board. The Chairman of the Board shall
be chief executive officer of the Corporation and shall preside at meetings
of the Board of Directors and the Executive Committee. He shall have
general supervisory power over all other officers of the Corporation and
shall have express power to perform any acts which the President of the
Corporation shall also be authorized to perform.
SECTION 6:9 Vice President. Each Vice President shall have such
powers and perform such duties as shall, from time to time, be assigned to
him by the Board of Directors or the President.
SECTION 6:10 The Treasurer. Except as otherwise provided, the
Treasurer shall have charge and custody of, and be responsible for, all
funds and securities of the Corporation, and shall deposit or cause to be
deposited all such funds in the name of the Corporation in such banks, trust
companies and other depositories as shall be selected by the Board of
Directors. The Treasurer shall render to the Board of Directors whenever
the Board may require him so to do a report of all his transactions as
Treasurer. In general, he shall perform all duties incident to the office
of Treasurer and such other duties as may from time to time be assigned to
him by the Board of Directors or the President.
SECTION 6:11 The Secretary. The Secretary shall record all votes
and proceedings of the shareholders and the Board of Directors; shall have
the custody of the corporate seal and of the corporate records and shall
keep such records within the State of Vermont; shall keep a record book
which shall always be available for the inspection of the shareholders
containing the names of the shareholders, their places of residence, the
number of shares held by each, the time when they respectively acquired the
shares, and the time of any transfers thereof; shall procure and file in his
own office certified copies of all papers required to be filed with the
Secretary of the State of Vermont, except the annual report required by
Section 2152 of Title 11 of the laws of the State of Vermont; and in general
shall perform all duties as may, from time to time, be assigned to him by
the Board of Directors or the President.
ARTICLE VII
CONTRACTS, LOANS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 7:1 Execution of Contracts. The Board of Directors, except
as otherwise provided in these by-laws, may authorize any officer or
officers or other person or persons to enter into any contract or execute
and deliver any instrument in the name and on behalf of the Corporation.
Such authority may be general or confined to specific instances, and unless
so authorized by the Board of Directors or by the provisions of these by-
laws, no officer or other person shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or for any amount.
SECTION 7:2 Loans. No loan shall be contracted on behalf of the
Corporation and no negotiable papers shall be issued in its name, except by
such officer or officers or other person or persons as may be designated by
the Board of Directors from time to time.
SECTION 7:3 Investments. No investments shall be made on behalf of
the Corporation, no securities or real estate shall be purchased in its
name, and no rules or regulations with respect to investments shall be made
or changed, except by such officer or officers or other person or persons as
may be delegated by the Board of Directors from time to time.
SECTION 7:4 Checks, Drafts, etc. All checks, drafts, bills of
exchange, and other orders for the payment of money, letters of credit,
acceptances, obligations, notes and other evidences of indebtedness of the
Corporation shall be signed or endorsed by such officer of officers or other
person or persons as may be designated by the Board of Directors from time
to time.
SECTION 7:5 Bank and Custodial Accounts. The Board of Directors may
from time to time authorize the opening and maintenance of general and
special bank and custodial accounts with such banks, trust companies, other
financial institutions, or private individuals, as it may select as
depositories for the funds of the Corporation or as custodians or
depositories for securities held or owned by the Corporation. The Board of
Directors may make, and may change from time to time, rules, regulations and
agreements applicable to such accounts, including, but without limitation,
rules, regulations and agreements with respect to the use of facsimile and
printed signatures. The Board of Directors may from time to time withdraw
funds or securities from, or take other action with respect to, or
terminate, any of the Bank and custodial accounts of the Corporation and
take action with respect to funds or securities on deposit or required to be
on deposit with, or under the jurisdiction of, governmental agencies or
authorities. Any of such powers of the Board of Directors with respect to
bank and custodial accounts or funds or securities may be delegated by the
Board of Directors to any officer or officers or other person or persons as
may be designated by the Board of Directors.
ARTICLE VIII
BOOKS AND RECORDS
SECTION 8:1 Location. The books and records of the Corporation,
including a record of its shareholders, shall be kept at its registered
office or principal place of business as the Board of Directors may from
time to time determine. The record of shareholders shall specify the names
and addresses of each shareholder and the number and class of the shares
held by him.
SECTION 8:2 Addresses of Shareholders. Each shareholder shall
designate to the Secretary an address at which notices of meetings and all
other corporate notices may be served upon or mailed to him, and if any
shareholder shall fail to designate such address, corporate notices may be
served upon him by mail, postage prepaid, to him at his address appearing on
the books of the Corporation.
SECTION 8:3 Record Date. The Board of Directors shall have the
authority to fix the record date of determination of shareholders entitled
to notice of a meeting of shareholders or any adjournment thereof, to demand
a special meeting, to receive payment of a dividend, to vote or to take any
other action to the full extent permitted by law. In the event notice of
the meeting is waived by all shareholders, such waivers shall be signed by
the shareholders who appeared as such on the books of the Corporation at 9
o'clock a.m. on the tenth day before the meeting. In the event action is
taken by consent of all the shareholders without a meeting, the consents
shall be signed by the shareholders who appeared as such on the books of the
Corporation at the time such action is taken.
ARTICLE IX
SHARES OF STOCK
SECTION 9:1 General. Every owner of stock of the Corporation shall
be entitled to have a certificate in such form as the Board of Directors
shall prescribe. Each such certificate shall be signed by the President or
a Vice President, and either the Treasurer or Secretary, and may be sealed
with the corporate seal. Such seal may be a facsimile, engraved or printed.
In case any officer or officers who have signed any such certificate shall
have ceased to be such officer or officers of the Corporation, whether
because of death, resignation, or otherwise, before such certificate has
been issued by the Corporation, such certificate may, nevertheless, be
adopted by the Corporation and be issued and delivered with the same effect
as if such officer or officers were such at the date of issue.
ARTICLE X
DIVIDENDS AND RESERVES
SECTION 10:1 General. The Board of Directors may from time to time
determine whether any and, if any, what part of the net profits of the
Corporation or of its surplus available therefor pursuant to law and to the
Articles of Association shall be declared by it as dividends on the stock of
the Corporation. The Board of Directors may in its discretion, in lieu of
declaring any such dividend, use and apply any of such net profits or
surplus as a reserve for working capital to meet contingencies for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any other lawful purpose which it may think conducive to
the best interests of the Corporation.
ARTICLE XI
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
SECTION 11:1 Indemnification. Each person (and the estate or
personal representative of each such person) who at any time has served or
serves as a director or officer of the Corporation, or as specifically
designated by the Board of Directors of the Corporation in writing to be
covered hereunder, any employee who, at the Corporation's request, has
served or serves as a director or officer of the Corporation or as
specifically designated by the Board of Directors of the Corporation in
writing to be covered hereunder, any employee of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise (each such person shall be defined for purposes of this
Article XI as an "Indemnitee") shall be indemnified by the Corporation to
the full extent permitted by law in connection with the investigation,
defense, appeal, or settlement of any threatened, pending, or completed
claim, action, suit, or proceeding, whether civil, criminal, administrative,
or investigative and whether formal or informal and whether or not arising
by or in the right of the Corporation (each such proceeding shall be defined
for purposes of this Article XI as a "Proceeding"), to which the Indemnitee
was or is a party, or to which the Indemnitee was or is threatened to become
a party, by reason of the fact that the Indemnitee has served or serves as a
director or officer of the Corporation, or as any employee of the
Corporation that has been specifically designated by the Board of Directors
in writing to be covered hereunder, including, without limitation, against:
(1) reasonable costs and expenses, including attorneys' fees (such
costs and expenses shall be defined for purposes of this Article XI as
"Expenses"), incurred by the Indemnitee in connection a Proceeding; and
(2) the obligation to pay a judgment, settlement, penalty, or fine
(including an excise tax assessed with respect to an employee benefit plan)
incurred by the Indemnitee with respect to a Proceeding.
SECTION 11:2 Procedure for Determining Permissibility. To determine
whether any indemnification or advance of Expenses under this Article XI is
permissible, the Board of Directors, by a majority vote of a quorum
consisting of directors who are not parties to such Proceeding, may, and,
where indemnification is required hereunder or on request of any person
seeking indemnification or advance of Expenses, shall, determine in each
case whether the standards under applicable law have been met, or such
determination shall be made by independent legal counsel if such quorum is
not obtainable, or, even if obtainable, a majority vote of a quorum of
disinterested directors so directs, provided that, if there has been a
change in control of the Corporation between the time of the action or
failure to act giving rise to the claim for indemnification or advance of
Expenses and the time such claim is made, at the option of the person
seeking indemnification or advance of Expenses, the permissibility of
indemnification or advance of Expenses shall be determined by independent
legal counsel. The Expenses of any director, officer, employee, or other
authorized agent of the Corporation in prosecuting a successful claim for
indemnification or advance of Expenses, and the fees and expenses of any
independent legal counsel engaged to determine permissibility of
indemnification or advance of Expenses, shall be borne by the Corporation.
For purposes of this Article XI, "independent legal counsel" means
counsel who has never been an employee of the Corporation and who has not,
and whose firm has not, performed legal services for the Corporation or any
of its affiliates pertaining to the matter for which indemnification is
sought for a period of at least two years before retention as independent
counsel.
SECTION 11:3 Advance of Expenses. Subject to applicable law,
Expenses incurred by any Indemnitee shall be paid by the Corporation in
advance of the final disposition of any Proceeding.
SECTION 11:4 Reliance of Directors, Officers and Employees;
Contractual Obligation. The provisions of this Article XI and the
obligations of the Corporation hereunder shall be deemed to constitute a
contract by and between the Corporation and each Indemnitee, and no
modification or repeal of any provision of this Article XI shall affect to
the detriment of any such person such obligations of the Corporation in
connection with a claim based on any act or failure to act occurring before
such modification or repeal. In the event of a breach of the contract
created by this Article XI, any such Indemnitee shall have the right to
enforce such contract in any court of competent jurisdiction and, if he or
she prevails in such enforcement action, shall be entitled to be reimbursed
by the Corporation for his or her reasonable costs and expenses, including
reasonable attorneys' fees.
SECTION 11:5 Rights Not Exclusive. The rights of indemnification
provided for in this Article XI shall be in addition to, and not in lieu of,
any other rights and remedies to which any person may be entitled. The
rights of indemnification provided for in this Article XI shall apply to a
claim, cause of action, Liability, or Proceeding arising or commenced prior
to the adoption of this Article XI.
SECTION 11:6 Insurance and Other Indemnification. The Board of
Directors shall have the power to (a) authorize the Corporation to purchase
and maintain, at the Corporation's expense, insurance on behalf of the
Corporation and on behalf of others to the extent that power to do so has
not been prohibited by applicable law, (b) create any fund of any nature,
whether or not under the control of a trustee, or otherwise secure any of
its indemnification obligations, and (c) give other indemnification to the
extent permitted by applicable law.
ARTICLE XII
SEAL
SECTION 12:1 General. The Board of Directors shall provide a
corporate seal and may alter the same from time to time. The Corporation
may use such seal by causing it or a facsimile thereof, to be impressed or
affixed or in any other manner reproduced.
ARTICLE XIII
FISCAL YEAR
SECTION 13:1 General. The fiscal year of the Corporation shall be
closed in each calendar year on December 31.
All books, records and tax returns shall be kept and made in
accordance with said fiscal year and shall conform thereto.
ARTICLE XIV
AMENDMENTS
SECTION 14:1 General. The initial by-laws of the Corporation shall
be adopted by the Board of Directors. Thereafter, any and all by-laws of
the Corporation may be adopted, altered, amended or repealed by vote of the
Board of Directors or shareholders. No by-law of the Corporation may be
adopted, altered or amended by the Board of Directors, nor shall any by-law
adopted by said Board have any force and effect if it would conflict or be
inconsistent with a by-law voted by the shareholders. The Board of
Directors shall not alter, amend or repeal any by-law adopted by the
shareholders.
ARTICLE XV
MISCELLANEOUS
SECTION 15:1 Repayment of Disallowed Payments. Salary payments made
to an officer of the corporation that shall be disallowed in whole or in
part as a deductible expense for Federal income tax purposes, shall be
reimbursed by such officer to the corporation to the full extent of the
disallowance. It shall be the duty of the Board of Directors to enforce
repayment of each such amount disallowed.
SECTION 15:2 By-Law Exceptions. Each and every by-law shall be
deemed to contain and include the following sentence and shall be construed
accordingly:
This by-law shall not be effective or in force to the
extent prohibited, restricted or modified by the laws and
pertinent regulations of (1) the United States, (2) the State of
Vermont, (3) the Articles of Association or (4) by the action of
the shareholders, whenever by law such action governs and/or
controls the subject matter or supersedes the provisions of the
by-laws.
CERTIFICATE
I hereby certify that the foregoing Amended and Restated By-Laws of
Health Insurance of Vermont, Inc., are a true and correct copy of the
Amended and Restated By-Laws of Health Insurance of Vermont, Inc., as
adopted, confirmed and ratified by the Directors of said Corporation on
March 6, 1995.
Attest:_______________________________
Secretary
Dated:_____________________________