RELIASTAR LIFE INSURANCE COMPANY
OF NEW YORK
Bylaws
as amended and restated
Effective January 1, 1998
Home Office: 1000 Woodbury Road, Suite 102, P.O. box 9004, Woodbury, NY
11797
Incoropration Under the Laws of the State of New York
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
BYLAWS
Article I
1. The annual meeting of the stockholders of the Company for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the second Thursday
of April, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day not a legal holiday, at such time and place as specified
by the Board of Directors.
2. Special meetings of the stockholders may be called at any time by a
majority of the Board of Directors or by the President, and shall be called upon
the written request of stockholders of record owning at least one-fourth of the
capital stock. Such meetings shall be held at such time and in such place as
shall be designated in the notice thereof.
3. Notice of each meeting of stockholders shall be in writing, signed
by the President, a Vice President, the Secretary or an Assistant Secretary. It
shall state the purpose of the meeting and shall be served, either personally or
by mail, upon each stockholder of record entitled to vote at such meeting, not
less than then ten nor more than fifty days before the meeting. If mailed, said
notice shall be directed to a stockholder at his last know post office address
appearing on the records of the Company.
Article II
1. No election of directors shall be valid unless a copy of the Notice
of Election shall have been filed in the office of the Superintendent of
Insurance at least ten days before the day of such election. Whenever any of the
directors of the Company shall have resigned and successors shall have been
chosen pursuant to the provisions of these Bylaws, such successors shall not
take office nor exercise the duties thereof until ten days after written notice
of their election shall have been filed in the office of the Superintendent of
Insurance.
2. In case it shall happen at any time that an election of directors
shall not be had on the date hereinbefore designated, the Company shall not for
that reason be dissolved; but every director shall continue to hold his or her
office and discharge his or her duties until a successor has been elected.
3. Each share of voting stock shall entitle the holder thereof to one
vote, either in person or by proxy, in the election of directors or on any other
matter that may properly come before any meeting of the stockholders of the
Company.
4. A majority in interest of the outstanding voting stock of the
Company represented either in person or by proxy shall constitute a quorum for
the transaction of business at any annual or special meeting of the
stockholders. A majority of such quorum shall decide any question that may come
before the meeting, except as otherwise required by statute or as otherwise
provided in the Certificate of Incorporation or Bylaws of the Company.
Article III
1. Certificates of stock shall be issued in numerical order and each
stockholder shall be entitled to a certificate signed by the President or a Vice
President, and the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Company (which may be a
facsimile, engraved or printed), certifying to the number of shares owned by the
stockholder; provided, however, that where any such certificate is signed by a
transfer agent or a transfer clerk and by a registrar acting on behalf of the
Company, the signature of any such officials of the Company may be facsimiles,
engraved or printed thereon.
2. All transfers of stock shall be made upon the transfer books of the
Company, which books shall be kept in the State of New York. Before any new
certificate is issued, the old certificate or all rights therein shall be
surrendered.
3. A person in whose name shares of capital stock stand on the books of
the Company shall be deemed the owner thereof for all purposes.
4. The transfer books of the Company may be closed by order of the
Board of Directors or the Executive Committee for the period not exceeding forty
days next preceding the day fixed for any annual or special meeting of the
stockholders and may likewise be closed for the payment of any dividend for a
similar period next preceding the day fixed for such payment.
Article IV
1. The management of all the affairs, property and interests of the
Company shall be vested in a Board of Directors consisting of not less than
thirteen (13) nor more than twenty-two (22) Directors as fixed by the Resolution
of the Board of Directors who shall be annually elected. In addition to the
powers and authorities expressly conferred upon them by these Bylaws and the
Certificate of Incorporation, the Board of Directors may exercise all such
powers of the Company and do all such lawful acts and things as are not, by
statute or by the Certificate of Incorporation or by these Bylaws, directed or
required to be exercised or done by the stockholders.
2. A regular meeting of the Board of Directors shall be held once each
year and at any other time at dates to be fixed by resolution of said Board.
3. Special meetings of the Board of Directors may be held at any time
upon call of the Chairman of the Board, the Executive Committee, or the
President, or of a majority of the members of the said Board.
4. Meetings of the Board of Directors may be held at the Home Office of
the Company or at such other place or places as the Board of Directors or the
Executive Committee may from time to time designate. Directors may participate
in a meeting of the Board by means of conference telephone or similar
communications equipment allowing all persons participating in such meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at the meeting.
5. At least three days written notice of any regular or special meeting
of the Board of Directors shall be given to each director.
6. A quorum of the Board of Directors shall be a majority of the
members thereof; provided that at least one member of the Board of Directors who
is not an officer or employee of the Company or any entity controlling,
controlled by, or under common control with the Company and who is not a
beneficial owner of a controlling interest in the voting stock of the Company or
any such entity must be included in any quorum for the transaction of business
of any meeting of the Board of Directors or any committee thereof.
7. The Board of Directors may appoint from its own membership an
Executive Committee of not less than five members which shall act for the Board
of Directors between the meetings of said Board, during which time the Executive
Committee shall exercise all of the powers and duties of the Board of Directors
except that it shall not have the power or authority to alter or amend the
Bylaws or to remove or change the compensation of any senior officer or
director. Not less than one-third of the members of the Executive Committee
shall be persons who are not officers or employees of the Company or any entity
controlling, controlled by, or under common control with the Company and who are
not beneficial owners of a controlling interest in the voting stock of the
Company or any such entity. At least one of such persons must be included in any
quorum. The Executive Committee shall meet at stated times or on notice to all
by any of its own members. A majority of the members of the Executive Committee
should constitute a quorum. The Executive Committee shall keep regular minutes
of its proceedings and report the same to the Board of Directors at its next
regular meeting.
8. In the event a vacancy occurs on the Executive Committee in the
interim between meetings of the Board of Directors, the Chairman of the Board is
authorized and empowered to appoint a member of the Board of Directors as a
successor who shall serve until the next regular meeting of the Board of
Directors at which time the Board of Directors shall fill the vacancy.
9. A Compliance Committee of not less than five members of the Board of
Directors shall be appointed by the Board of Directors. Such members shall not
be persons who are officers or employees of the Company or any entity
controlling, controlled by, or under common control with the Company and who are
not beneficial owners of a controlling interest in the voting stock of the
Company or any such entity. The Compliance Committee shall have responsibility
for recommending the selection of independent certified public accountants,
reviewing the Company's financial condition, the scope and results of the
independent audit and any internal audit, nominating candidates for director for
election by stockholders, and evaluating the performance of officers deemed by
such committee to be principal officers of the Company and recommending to the
Board of Directors the selection and compensation of such principal officers.
Standing or temporary committees of not less than five members of the
Board of Directors may also be appointed by the Board of Directors from time to
time and the Board of Directors may from time to time to invest such committee
with such powers as it may see fit. Not less than one-third of the members of
any such committee shall be persons who are not officers or employees of the
Company or any entity, controlling, controlled by or under common control with
the Company and who are not beneficial owners of a controlling interest in the
voting stock of the Company or any such entity. At least one such person must be
included in any quorum of any such committee.
A majority of the members of each committee so appointed shall
constitute a quorum.
10. Each committee so appointed shall keep minutes of the transactions
of its meetings and shall cause them to be recorded in the books kept for that
purpose in the office of the Company and shall report the same to the Board of
Directors at its next regular meeting.
11. No stated salary shall be paid directors for their services as
such, but in accordance with a plan recommended by the Compliance Committee and
by resolution of the Board of Directors, expenses of attendance, if any, or a
fixed sum, or both, may be allowed for attendance at any meeting of the Board of
Directors, provided that nothing herein contained shall be construed to preclude
any director from serving the Company in any other capacity and receiving
compensation therefore.
12. Whenever a vacancy shall occur in the Board of Directors, whether
caused by resignation, death or otherwise, it may be filled by a majority vote
of the remaining directors present at a regular meeting, or at a special meeting
called for that purpose, although less than a quorum. A director thus elected to
fill any vacancy shall hold office for the unexpired term of his or her
predecessor and until his or her successor is elected and qualified. Whenever
the number of directors shall be increased, additional directors may be elected
by a majority of the directors in office at the time of such increase.
Article V
1. The senior officers of the Company shall be a Chairman of the Board,
a Vice Chairman of the Board, and a President, one of whom shall be designated
as Chief Executive Officer. In addition, the senior officers of the Company
shall include one or more Vice Presidents, a Secretary and a Treasurer. Each
senior officer shall be elected annually by the Board of Directors at its first
regular meeting following the annual meeting of stockholders and shall hold
office for a period of one year or until his successor shall be elected and
qualified. The Chief Executive Officer may appoint such additional officers as
he deems necessary for the proper conduct of the business of the Company, and
such officers shall serve at his pleasure.
2. In the event a vacancy occurs in the office of Chairman of the
Board, the Vice Chairman of the Board, the President, or Secretary, or
Treasurer, the Board of Directors shall, at the earliest practicable date, elect
a successor who shall hold office for the unexpired term of his or her
predecessor. Any vacancy in any office of Vice President may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.
3. Any senior officer may be removed at any time by the affirmative
vote of not less than a majority of the entire Board of Directors.
4. More than one office may be held by the same person with the
exception that the same person may not hold the offices of President and
Secretary.
5. The duties of the officers shall be those customarily pertaining to
their respective offices or positions, elective or appointive, together with
such other duties as may be prescribed by law or assigned by the Board of
Directors.
Article VI
1. The funds of the Company shall be deposited, in the name of the
Company, only in banks or trust companies approved by the Board of Directors.
The officers of the Company are authorized to establish and maintain such bank
accounts as are deemed necessary for the normal conduct of business, subject to
the requirements that such accounts must be reported to and approved by the
Executive Committee. The Board of Directors shall authorize and direct such
depositories to honor checks, drafts, bills of exchange, acceptances,
undertakings, or other orders for the payment of money, or receipts evidencing
the withdrawal of funds of the Company from such depositories, only when signed
on behalf of the Company by such persons as may be designated by the Board of
Directors.
2. Any one of the following officers: The Chairman of the Board, the
Vice Chairman of the Board, the Chairman of the Executive Committee, the
President, a Vice President, the Treasurer or the Secretary shall have the power
and be authorized to execute transfers of stock, powers of attorney, deeds,
leases, releases of mortgages, satisfaction pieces, contracts and instruments in
writing necessary to the Company in the management of its affairs and to attest
the Company's seal thereon when necessary. Upon contracts for insurance and
instruments relating thereto, facsimile signatures shall be sufficient.
3. Any officer with the designation of Vice President, such as an
Executive Vice President, Senior Vice President, Second Vice President or an
Assistant Vice President, shall have all the rights and powers of a Vice
President as provided in these Bylaws.
4. No stockholder, policyowner or creditor of the Company, or his
personal representative, shall have the right to inspect any account or book or
document of the Company, except as conferred by law or by resolution of the
stockholders or Board of Directors.
Article VII
1. Whenever the provisions of the applicable statute of the State of
New York or these Bylaws require notice to be given to any director, officer or
stockholder, such notice shall be given in writing to his or her address as the
same appears in the books of the Company, and the time when the same shall be
mailed shall be deemed to be the time of the giving of such notice.
2. A waiver of any notice in writing, signed by a stockholder,
director, or officer before or after the time stated in said waiver for holding
a meeting, shall be deemed equivalent to a notice required to be given to any
director, officer or stockholders.
Article VIII
The seal of Company shall be circular in form and shall contain the
words:
"ReliaStar Life Insurance Company of New York, New York, Corporate Seal, 1917,"
which seal shall be kept in the custody of the Secretary of this Company and
affixed to all instruments requiring such corporate seal.
Article IX
Alterations, amendment or repeal of these Bylaws may be made by the
Stockholders or at any meeting of the Board of Directors at which a quorum is
present by a majority of the Directors attending such meeting.
Article X
Unless otherwise provided in the Articles of Incorporation, any action
required or permitted to be taken at any meeting of the shareholders, Board of
Directors, or of any committee thereof may be taken without a meeting if, a
written consent to such action is signed by all shareholders, all members of the
Board or of any Board committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the shareholders, the Board or the
committee.