Exhibit 1.(6)(d)
BYLAWS
OF
GE LIFE AND ANNUITY ASSURANCE COMPANY
(As Amended and Restated May 1, 2000)
ARTICLE I
SHAREHOLDERS
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1. Annual Meeting. A meeting of the shareholders of the Company shall be held
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annually on such date as may from time to time be determined by the Board
of Directors for the purpose of electing directors and for the transaction
of such other business as may be brought before the meeting or at such time
or place within or without the Commonwealth of Virginia as shall be
designated by the Board of Directors. The annual meeting shall be held
within fifteen months of the last annual meeting.
2. Notice of Annual Meeting. Notice of the annual meeting of the
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shareholders, shall be given at least ten days, but no more than sixty days
before the day on which the meeting is to be held. It shall be given to
each shareholder of record of the Company by written or printed notice
either personally or by first class mail, except as otherwise required by
statute. Publication of any such notice shall not be required. Every such
notice shall state the time and place of the meeting. At any such meeting,
action may be taken upon any subject which is not by statute required to be
stated in the notice of the meeting. Every shareholder of the Company
shall furnish to its Secretary, from time to time, the post office address
to which notice of all meetings of shareholders may be mailed. If any
shareholders fail to or decline to furnish a post office address to the
Secretary, it shall not be necessary to give notice to any such shareholder
of any meeting of the shareholders, or any other notice whatsoever. Notice
of any meeting of the shareholders shall not be required to be given to any
shareholder who shall attend such meeting in person or by proxy; and if any
shareholder shall in person or by attorney thereunto authorized, in writing
or by telegram, waive notice of any meeting, notice thereof need not be
given to him. A shareholder may waive notice by delivering a written
executed document regarding that fact to the Secretary of the Company.
Notice of any adjourned meeting of the shareholders shall not be required
to be given if reconvened within one hundred twenty days of adjournment.
3. Special Meetings. Except as otherwise provided by statute, special
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meetings of the shareholders shall be held whenever called by the
Chairperson, the President or his designee, the Board of Directors, or on
the call of shareholders holding together at least twenty percent of the
capital stock, such call in any case is to be in writing and addressed to
the Secretary.
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4. Notice of Special Meetings. Notice of special meetings of the shareholders
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shall be given at least ten days but not more than sixty days before the
day on which the meeting is to be held. Only business within the purpose
or purposes described in the meeting notice pursuant to statute may be
conducted.
5. Quorum. At any meeting of the shareholders the holders of a majority of
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all the shares of capital stock of the Company, present in person or
represented by proxy, shall constitute a quorum of the shareholders for all
purposes.
If the holders of the amount of stock necessary to constitute a quorum fail
to attend in person or by proxy an annual meeting or a special meeting, a
majority in interest of the shareholders present in person or by proxy may
adjourn, from time to time, without notice other than by announcement at
the meeting, until holders of the amount of stock requisite to constitute a
quorum shall attend in person or by proxy. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally notified.
6. Organization. The Chairperson, or in the absence of the Chairperson, the
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President or his designee, shall call all meetings of the shareholders to
order and act as Chairperson of such meetings. The Chairperson, or the
President or his designee so presiding may yield to any person of his
selection present at the meeting for such portion or portions of the
meeting as he may desire. The Secretary of the Company, or, in his
absence, an Assistant Secretary, shall act as such.
7. Order of Business. The order of business at shareholder meetings shall be
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as determined by the Chairperson.
8. Voting. At each meeting of the shareholders, every holder of stock then
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entitled to vote may vote in person or by proxy, and shall have one vote
for each share of stock registered in his name.
9. Proxies. Every proxy must be dated and signed by the shareholder or by his
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attorney-in-fact. No proxy shall be valid after the expiration of eleven
months from the date of its execution, unless otherwise provided therein.
Every proxy shall be revocable at the will of the shareholder executing it,
except where an irrevocable proxy is permitted by statute.
10. Action by Unanimous Consent. Any action taken by written consent shall be
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effective according to its terms when the requisite consent is in the
possession of the Company. A shareholder may withdraw the consent only by
delivering a written notice of withdrawal to the Company prior to the time
that the requisite consent is in the possession of the Company. Action
taken under the consent is effective as of the date specified provided the
consent states the date of execution by each shareholder.
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ARTICLE II
DIRECTORS
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1. Number, Qualification, Powers and Election of Directors. The business and
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property of the Company shall be managed by the Board of Directors, and
except as otherwise expressly provided by statute or by these Bylaws, all
of the powers of the Company shall be vested in said Board. The number of
directors shall not be less than one. Directors need not be residents of
the state of incorporation or shareholders of the Company. At each annual
meeting of shareholders, the shareholders entitled to vote shall elect the
directors. Each director shall hold office until the next annual
shareholders meeting, or until a successor shall have been duly qualified
and elected, unless otherwise provided in the Bylaws.
2. Vacancies. Except as otherwise provided in the Articles of Incorporation
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or in the following paragraph, vacancies occurring in the membership of the
Board of Directors or any committee thereof from whatever cause arising
(including vacancies occurring by reason of the removal of directors
without cause and newly created directorship resulting from any increase in
the authorized number of directors), may be filled by a majority vote of
the remaining directors, though less than a quorum, or such vacancies may
be filled by the shareholders.
3. Removal. Any one or more of the directors may be removed, either for or
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without cause, at any time, by vote of the shareholders holding a majority
of the outstanding stock of the Company entitled to vote, present in person
or by proxy, at any special meeting of the shareholders. A vacancy or
vacancies occurring from such removal may be filled at a regular or special
meeting of the shareholders or at a regular or special meeting of the Board
of Directors. In the case of a temporary disability or absence of any
officer, the Board of Directors may designate an incumbent for the time
being, who during such incumbency shall have the powers of such officer.
4. Resignations. Any director may resign at any time by giving written notice
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of such resignation to either the Chairman, Board of Directors, the
Secretary or the President of the Company. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof unless the
notice specifies a later effective date. If the resignation is made
effective at a later date, the Board of Directors may fill the pending
vacancy before the effective date if the Board of Directors provides that
the successor does not take office until the effective date.
5. Regular Meetings. Regular meetings of the Board of Directors shall be held
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on such days, at such time and such place as the Board of Directors by
resolution shall form time to time determine. Unless the Articles of
Incorporation or Bylaws provide otherwise, regular meetings of the Board of
Directors may be held with or without notice of the date, time, place or
purpose of the meeting.
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6. Special Meetings. Special meetings of the Board of Directors may be called
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by the Chairperson, the President or his designee. The Secretary shall
give notice of each special meeting at least two days before the meeting,
but such notice may be waived by any director. At any special meeting, any
Company action may be taken, whether such business or action is stated in
the notice of the meeting or not unless required by the Articles of
Incorporation or these Bylaws.
7. Manifestation of Dissent. A director who is present at a meeting of the
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Board of Directors at which action on any Company matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall deliver such dissent in
writing or forward such dissent by mail to the Secretary of the Company
immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.
8. Quorum. A majority of the directors at any time in office shall constitute
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a quorum. Should less than a quorum be present, either in person or by
telephone, at any meeting, the meeting may be adjourned from time to time
by those present without notice, other than announcement at the meeting,
until a quorum shall be present. Except as otherwise provided in these
Bylaws, the act of a majority of the directors present, either in person or
by telephone, at any meeting at which a quorum is present shall be the act
of the Board of Directors. The directors shall act only as a Board and the
individual directors shall have no power as such.
9. Bonding. The Board of Directors may require such officers, agents and
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employees as it may designate to file satisfactory bonds for the faithful
performance of their duties. The Board may confer on the President of the
Company the power of selecting, discharging and suspending any of the
agents or employees of the Company.
10. Action by Unanimous Consent. Unless otherwise restricted by the Articles
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of Incorporation or statute, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings for the Board or committee. Action
is effective when the last director signs the consent unless the consent
specifies a different effective date. The consent must state the date of
execution of each director. Any action taken by written consent shall be
effective according to its terms when the requisite consent is in the
possession of the Company.
11. Compensation of Directors. A director who is a paid employee of the
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Company, or any affiliated company, shall not receive any compensation for
his attendance at any meeting of the Board of Directors, or at any
committee meeting. A director who is not a paid employee of the Company,
or any affiliated company, shall receive such compensation for attendance
as the Board of Directors may determine.
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ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
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1. The Executive Committee. The Executive Committee shall consist of three or
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more directors to be designated by the Board of Directors by a resolution
passed by a majority of the whole Board of Directors, and one of whom shall
be the President and Chief Executive Officer who shall be ex-officio
Chairman of the Committee. During the intervals between the meetings of
the Board of Directors, the Executive Committee shall have and exercise the
power of the Board of Directors in the management of the business and
affairs of the Company. The Executive Committee, however, shall not have
the power to declare dividends upon the capital stock of the Company or any
other such action prohibited by the Virginia Stock Corporation Act,
(S)13.1-689.
2. Other Standing Committees. An investment committee and other standing
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committees may from time to time be created by the Board of Directors,
consisting of such persons as may be designated by the Board of Directors
by resolutions passed by a majority of the whole Board of Directors, and
said committees shall respectively have and exercise such powers, not
inconsistent with law or the Bylaws, as may from time to time be stated in
the resolutions with reference thereto. The President and Chief Executive
Officer may be a member of each said committee and, except in the case of
the Investment Committee if there is a chairman of the Committee elected by
the Board of Directors, and except when otherwise provided by the Board of
Directors, shall be ex-officio Chairman thereof.
3. Regulation of Standing Committees. Each standing committee shall from time
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to time determine by resolution the times and places of its regular
meetings and the manner in which special meetings shall be called, and the
notices, if any, to be given of meetings. The affirmative vote of a
majority of the whole number of members of any standing committee shall be
necessary to its taking any action. All actions of the standing committees
shall be reported to the Board of Directors at its meetings next succeeding
such actions, respectively.
4. Committees of Officers or Employees. The Board of Directors or its
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Executive Committees acting on its behalf, by resolutions passed by a
majority of the whole Board of Directors, may, from time to time as may be
necessary or convenient for the conduct of the business of the Company,
appoint committees of officers or employees of the Company; and each such
committee shall have and exercise such powers, not inconsistent with law or
the Bylaws, as may from time to time be stated in the resolution creating
the committee or in a subsequent resolution with reference thereto. Each
such committee, unless otherwise restricted by such resolution, may act
with the concurrence of a majority of the whole number of its members
without the necessity of a meeting, and shall make such reports to the
Board as shall from time to time be required by the Board of Directors.
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5. Meetings of any committee designated by the Board of Directors may be held
at any time and at any place upon call of the President, the Chairperson of
the Board or the Chairperson of any committee. Notice, which need not
state the purpose of the meeting, shall be given orally, in writing or by
telegraph not less than twenty-four hours prior to the time of the holding
of said meeting.
6. A majority of the members of a committee shall constitute a quorum for the
transaction of business and the act of a majority of the members of a
committee present at a committee meeting shall be the act of the committee.
ARTICLE IV
OFFICERS
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1. The officers of the Company shall be elected by the Board of Directors and
shall be: a Chairperson of the Board of Directors, a President, one or
more Executive Vice Presidents, one or more Senior Vice Presidents, one or
more Vice Presidents, a Secretary, and a Treasurer and any additional
officers and assistant officers of the Company as shall be determined by
the Board. Any two or more offices may be held by the same person, except
the offices of President and Secretary.
2. At its annual meeting, the Board of Directors shall elect the officers of
this Company and each such officer shall hold office until the next annual
meeting or until a successor shall have been duly qualified and elected or
until death, resignation, retirement or removal by the Board of Directors.
A vacancy in any office may be filled for the unexpired portion of the term
at any meeting of the Board of Directors.
3. Any director or officer may resign at any time. Such resignation shall be
made in writing and delivered to and filed with the Secretary, except that
a resignation of the Secretary shall be delivered to and filed with the
President. A resignation so made shall be effective upon its delivery
unless some other time be fixed in the resignation.
4. The Board of Directors may appoint and remove at will such agents and
committees as the business of the Company shall require, each of whom shall
exercise such powers and perform such duties as may from time to time be
prescribed or assigned by the President, the Board of Directors or by other
provisions of these Bylaws.
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ARTICLE V
POWERS AND DUTIES OF OFFICERS
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1. The Chairperson of the Board of Directors:
(a) the Board of Directors shall have the right and power to elect a
Chairperson from among the members of the Board of Directors. If a
Chairperson of the Board of Directors is elected, he shall preside at
all meetings of the shareholder and of the Board of Directors in place
of the President of the Company, and he may also cast his vote on all
questions, except that after calling to order a meeting of the
shareholders he may yield the chair to some other person present; and
(b) the Chairperson of the Board shall have supervision of such matters as
shall be assigned to him by the Board of Directors.
2. The President:
(a) shall be the Chief Executive Officer of the Company and shall in
general supervise and control all of the business and affairs of the
Company; and
(b) shall preside at all meetings of the shareholders and shall preside at
all meetings of the directors unless a Chairperson of the Board of
Directors is elected, in which case he shall preside only in the
absence of the Chairperson of the Board of Directors; and
(c) shall cause to be called regular and special meetings of the
shareholders and directors in accordance with the requirements of the
statute and these Bylaws; and
(d) may sign and execute all contracts in the name of the Company, all
[policies], deeds, mortgages, bonds, contracts, notes, drafts, or
other orders for the payment of money, or other instruments and with
the Secretary or one of the Assistant Secretaries all certificates for
shares of the Company; and
(e) shall cause all books, reports, statements, and certificates to be
properly kept and filed as required by statute; and
(f) shall enforce these Bylaws and perform all the duties incident to his
office and which are required by statute, and generally shall perform
all duties incident to the office of President and such other duties
as may be prescribed by the Board of Directors from time to time.
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3. The Executive Vice President and the Senior or other Vice Presidents:
(a) shall have and exercise such powers and discharge such duties as may
from time to time be delegated to them respectively, by the President
or by the Board of Directors; and
(b) may execute all contracts in the name of the Company, and all
certificates for shares of the Company, all policies, deeds,
mortgages, bonds, contracts, notes, drafts, or other orders for the
payment of money, or other instruments which the Board of Directors
have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the
Company, or shall be required by statute to be otherwise signed or
executed; and
(c) shall in the absence of the President or in the case of his inability
to act, the Executive Vice President, or in the absence of the
Executive Vice President or in the case of his inability to act, the
Senior or other Vice Presidents in order of seniority shall be vested
with all the powers and shall perform all the duties of said President
during his absence or inability to act, or until his successor be duly
qualified and elected.
4. The Treasurer:
(a) shall have the care and custody of and be responsible for all the
funds and securities in the name of the Company in such banks, trust
companies or other depositories as shall be designated by the Board of
Directors; and
(b) subject to banking resolutions adopted by the Board of Directors,
shall make, sign, and endorse in the name of the Company all checks,
drafts, notes, and other orders for the payment of money, and pay out
and dispose of such under the direction of the President or the Board
of Directors; and
(c) shall keep at the principal office of the Company accurate books of
account of all its business and transactions and shall at all
reasonable hours exhibit books and accounts to any director upon
application at the office of the Company during business hours; and
(d) shall render a report to the Chairperson, President and to the Board
of Directors whenever requested, of the financial condition of the
Company and of his transactions as Treasurer; and
(e) shall further perform all duties incident to the office of Treasurer
of the Company.
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5. The Assistant Treasurer(s): shall have all of the powers and shall perform
the duties of the Treasurer in case of the absence of the Treasurer or his
inability to act, and have such other powers and duties as they may from
time to time be assigned or directed to perform by the Treasurer.
6. The Secretary: shall have the care and custody of the Company stock books
and the Company seal; attend all meetings of the shareholders, the Board of
Directors and any standing committees; record all votes and the minutes of
all proceedings in books kept for that purpose; execute such instruments on
behalf of the Company as he may be authorized by the Board of Directors or
by statute to do; countersign, attest and affix the Company seal to all
certificates and instruments where such countersigning or such sealing and
attestation are necessary to the true and proper execution thereof; see
that proper notice is given of all meetings of the shareholders of which
notice is required to be given; and have such additional powers and duties
as may from time to time be assigned or directed to perform by these
Bylaws, by the Board of Directors or the President.
7. The Assistant Secretary(ies): shall have all of the powers and shall
perform the duties of the Secretary in case of the absence of the Secretary
or his inability to act, and have such other powers and duties as they may
from time to time be assigned or directed to perform.
ARTICLE VI
CERTIFICATES FOR SHARES
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1. Form and Execution of Certificates. Certificates of stock shall be in such
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form as required by the Virginia Stock Corporation Act and as shall be
adopted by the Board of Directors. They shall be numbered and registered in
the order issued; shall be signed by the Chairperson (if one be elected) or
by the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and may be sealed with
the company seal or a facsimile thereof. When such certificate is
countersigned by a Transfer Agent or registered by a Registrar, the
signatures of any such officers may be a facsimile.
2. Transfer. Transfer of shares shall be made only upon the books of the
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Company by the registered holder in person or by attorney, duly authorized,
upon surrender of the certificate or certificates for such shares properly
assigned for transfer. Transfer of fractional shares shall not be made upon
the records or books of the Company, nor shall certificates for fractional
shares by issued by the Company.
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3. Lost or Destroyed Certificates. The holder of any certificate representing
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shares of stock of the Company may notify the Company of any loss, theft or
destruction thereof, and the Board of Directors may thereupon, in its
discretion, cause a new certificate for the same number of shares, to be
issued to such holder upon satisfactory proof of such loss, theft or
destruction, and the deposit of indemnity by way of bond or otherwise, in
such form and amount and with such surety or sureties as the Board of
Directors may require, to indemnify the Company against loss or liability
by reason of the issuance of such new certificates.
4. Record Date. For the purpose of determining shareholders entitled to
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notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper purpose, the
Board of Directors of the Company may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to
be not more than seventy days before the meeting or action requiring such
determination of shareholders. If not otherwise fixed, the record date is
the close of business on the day before the effective date of notice to
shareholders. A determination of shareholders entitled to notice of or to
vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it
shall do if the meeting is adjourned to a date more than one hundred twenty
days after the date fixed for the original meeting.
ARTICLE VII
MISCELLANEOUS
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1. Fiscal Year. The fiscal year of the Company shall begin on the first day
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of January and end at midnight on the last day of December of each year.
2. Company Seal. The company seal shall be circular in form and inscribed
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with the words:
"GE LIFE AND ANNUITY ASSURANCE COMPANY
(SEAL) COMPANY SEAL
STATE OF VIRGINIA
1871"
and which words may be changed at any time by resolution of the Board of
Directors and shall be used as authorized by these Bylaws.
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3. Dividends. The Board of Directors at any regular or special meeting may
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declare dividends payable out of the surplus of the Company, subject to the
restrictions and limitations imposed by statute whenever in the exercise of
its discretion it may deem such declaration advisable. Such dividends may
be paid in cash, property, or shares of the Company.
4. Policies. Except as may be provided by statute, all policies of insurance
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signed or countersigned by such officer, or by the printed or facsimile
signature of such officer, as these Bylaws may prescribe, or the Board of
Directors or the Executive Committee may empower, shall be obligatory on
the Company and have the same effect as if attested by the company seal.
5. Examination of Accounts. At the close of each fiscal year the books,
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accounts and assets of the Company shall be examined by a certified public
accountant, or accountants, selected by the Board of Directors, the
Executive Committee, the Chairperson, the Chief Executive Officer or the
President; but the Board in its discretion may dispense with such
examination.
6. Amendments. These Bylaws may be altered or amended by the shareholders at
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any annual or special meeting. They may also be altered or amended by the
Board of Directors at any meeting by a vote of the majority of the whole
Board. Any By-law adopted by the Board shall be subject to alteration,
amendment or repeal at any time by the shareholders at any annual or
special meeting.
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The undersigned Secretary of the Corporation hereby certifies that these
Restated Bylaws were duly adopted by the Shareholder on May 1, 2000 as the
Restated Bylaws of the Company.
Dated May 1, 2000 _________________________________
Donita M. King
Senior Vice President
General Counsel, and Secretary
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