BY-LAWS
OF THE
PAN-AMERICAN ASSURANCE COMPANY
ARTICLE I.
Stock
1. Certificates of stock shall be in a form approved by the Board of
Directors, shall be numbered consecutively, be issued in numerical order from
the stock book, be signed by the President and Secretary, and be sealed with the
corporate seal. A record of each certificate issued shall be kept on the stub
thereof.
2. Transfers of stock shall be made only upon the books of the Company,
and before a new certificate is issued, the old certificate, properly endorsed,
shall be surrendered. Surrendered certificates shall be cancelled and be
attached to their proper stubs in the stock certificate book.
ARTICLE II.
Meetings
1. The Annual Meeting of the stockholders of the Company shall be held
in the principal office of the Company, or such other place as may be selected,
in the City of New Orleans, at 11:00 a.m., on the 28th of March of each calendar
year, for the purpose of receiving the report of the officers, acting on all
matters stated in the call for the meeting, and the transaction of such other
business as may be brought before the meeting. In the event the 28th of March
falls upon a Saturday, Sunday, or legal holiday in the City of New Orleans, then
such meeting shall be held on the next business day thereafter in that City.
2. Special meetings of the stockholders shall be held at the principal
office of the Company, and may be called by the Chairman at his discretion, and
must be call by him when so directed by resolution of the Board of Directors, or
when requested to do so, in writing, by shareholders holding one-fourth of the
outstanding stock.
3. Notice of meetings, written, for every annual or special meeting of
the shareholders, shall be prepared and mailed to the post office address of
each shareholder, to his last known address, not later than fifteen (15) days
before such meeting, and, if for a special meeting, such notice shall state the
object or objects thereof, and no other business shall be transacted at any
special meeting save that notified.
4. A quorum at any meeting of the shareholders, such as otherwise
prescribed by statute or the articles of incorporation, shall consist of a
majority of shareholders represented in person or by written proxy. A majority
of such quorum shall be necessary to decide any question coming before the
meeting.
5. The voting at the election of directors shall be by ballot, and each
shareholder shall be entitled to one vote for each share of stock owned by him,
or standing in his name on the books of the Company, and such vote may be cast
in person or by duly authorized written proxy.
6. Prior to the election of directors, two auditors shall be appointed
by the President to certify to the validity of all proxies presented to the
meeting. Upon adoption of their report, the Chairman shall call for the election
of directors, with a majority of the stock present or represented sufficient to
elect.
7. At all meetings of the shareholders, the Chairman of the Board, or,
in his absence, the President, or, in his absence, a Vice President who is a
member of the Board of Directors, shall call the meeting together and preside
over the meeting. A secretary for the meeting shall be selected by a majority
vote of the shareholders.
8. The order of business at the annual meeting, and as far as
possible, at all other meetings of the shareholders shall be:
a. Reading of the notice sent out to the shareholders, containing
the call for the meeting.
b. Report of the Secretary as to the number of shareholders present
in person or by proxy, and the receiving and approving thereof.
c. Report of officers.
d. Reading and consideration of any unapproved minutes of prior
meeting.
e. Unfinished business.
f. Election of directors.
g. New business.
h. Adjournment.
ARTICLE III.
Directors
1. The business and property of the Company shall be managed by a
board of six directors, who shall be shareholders continuously
during their respective terms of office. The first directors and
their classification and terms of office shall be those named in
Article VII of the Articles of Incorporation. The election of
directors to fill the vacancy caused by the expiration of the
term of any director shall be held annually in accordance with
Article XI of the Articles of Incorporation. The term of each
director elected shall be for a three year period. The directors
in office shall continue until their successors are duly elected
and qualified. Any vacancies on the Board occurring between
shareholders' meetings may be filled by the remaining members of
the Board for the unexpired term or terms.
2. The regular meetings of the Board of Directors shall be held
quarterly in the principal office of the Company, in New Orleans,
Louisiana, on the day and month as fixed by resolution of the
Board of Directors.
3. The special meetings of the Board of Directors shall be held in
the principal office of the Company, in New Orleans, and may be
called at any time by the Chairman of the Board, or by any three
members of the Board, and may be held at any time, without
notice, and for the transaction of any business, provided there is no
protest on the part of any member of the Board against such
meeting.
4. Notices of both regular and special meetings shall be mailed by
the Secretary to each member of the Board not less than two days
before such meeting. Notices of special meetings shall state the
purpose thereof, and no other business shall be transacted at any
special meeting save as so notified, unless with the unanimous
consent of all directors. No notice need be given for adjourned
meetings.
5. A quorum at any meeting shall consist of a majority of the entire
membership of the Board. A majority of such quorum shall be
necessary to decide any question that may come up before the
meeting. If a quorum is not present at any duly assembled
meeting, a majority of those present may adjourn the meeting from
day to day, until a quorum is secured.
6. Each member of the Board present in person at any meeting shall
have one vote upon all matters voted upon at such meeting.
7. The presiding officer at all meetings of the Directors shall be
the Chairman, or, in his absence or disability, the President,
or, in his absence or disability, a Vice President who is a
member of the Board of Directors. In the absence or disability of
these officers, the directors present at any meeting shall
appoint a Chairman, who shall preside at such meeting. In the
absence of the Secretary, the presiding officer shall appoint a
Secretary pro tem.
8. The general officers of the Company shall be elected by the Board
of Directors annually, in accordance with Article IV, Section 1.
If any office becomes vacant during the year, the Board of
Directors shall fill the same for the unexpired term. The Board
of Directors shall fix the compensation of the officers of the
Company at the level of Vice President and above. Departmental
officers shall be appointed by the President.
9. The order of business at any regular or special meeting of the
Board of Directors shall be:
a. Reading and consideration of any unapproved minutes of prior
meetings.
b. Receipt and, if appropriate, approval of the minutes of committee
meetings.
c. Reports of officers.
d. Unfinished business.
e. New business.
f. Adjournment.
10. The corporation shall indemnify and hold harmless each director
and officer now or hereafter serving the corporation from and
against any and all claims and liabilities to which he may be or
become subject by reason of his now or hereafter being or having
heretofore being a director or officer of the corporation and/or
by reason of his alleged acts or omissions as such director or
officer, whether or not he continues to be such director or
officer at the time such expenses are incurred; provided,
however, that no director or officer shall be indemnified against
any claim or liability arising out of his own negligence or
willful misconduct or shall be indemnified against or reimbursed
for any expenses incurred in defending any or all such claims or
liability or in settling the same unless, in the judgment of the
directors of the corporation, the director or officer against
whom such claim or liability is asserted has not been guilty of
negligence or willful misconduct. The foregoing right of
indemnification shall not be exclusive of other rights to which
any director or officer may be entitled as a matter of law.
ARTICLE IV.
Officers
1. The general officers of the Company shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary and
a Treasurer. The Chairman of the Board and the President of the
corporation, both of whom shall be members of the Board, and the
Secretary shall be elected annually by the Board of Directors, as
shortly after the annual meeting of the shareholders as
convenient. The corporation shall have such other general
officers as may from time to time be determined by the Board of
Directors. Departmental officers shall be appointed by the
President.
2. The Chairman of the Board shall preside at all meetings of the
Board of Directors and of the stockholders. The Chairman, with
the Secretary, shall sign the minutes of all meetings over which
he shall preside. The Chairman of the Board shall advise and
consult with the President with respect to the general
administration of the Company's business, and shall perform such
other duties as are prescribed from time to time by the Board of
Directors.
3. The President shall sign all certificates of stock, shall sign or
countersign, as may be necessary, all policies and such bills,
notes, checks, contracts and other instruments as may pertain to
the ordinary course of the Company's business, and sign, when
duly authorized, all contracts, orders, deeds, liens, licenses
and other instruments of a special nature.
He may also, in the absence or disability of the Treasurer, endorse
checks, drafts, and other negotiable instruments for deposit or
collections, and shall with the Secretary, sign the minutes of
all meetings over which he may have presided.
The President shall be responsible for the operation and general management of
the Company within the policies established by the Board of directors. As soon
as possible after the first of each year, but not later than the regular meeting
of the Board of Directors in February, the President shall submit a complete
report of the operations of the Company for the preceding year, together with a
statement of the Company's affairs as existing at the close of such year, to the
Chairman for delivery to the Board of Directors and to the annual meeting of the
shareholders. He shall also report to the Chairman of the Board of Directors
from time to time on such matters coming within his notice and relating to the
interests of the Company as should be brought to the attention of the Board.
The Chairman shall be, ex-officio, a member of all Board committees, except the
Audit Committee. The President shall be a member of all Company operating
committees and those Board committees to which he is appointed or named in the
By-Laws. The officer named as the Chief Executive Officer by the Board of
Directors, under the direction of the Board of Directors, shall have power and
authority to employ and discharge all employees and agents, except the officers
elected by the Board of Directors, and to fix their salaries and remuneration,
and perform such other duties as may properly be required of him by the Board of
Directors, and he shall receive such salary as shall be fixed by the Board of
Directors. The Chief Executive Officer, at his discretion, may delegate this
authority, in whole or in part, to other appropriate officers.
4. The Secretary shall keep full minutes of all meetings of the
shareholders and the Board of Directors. He shall read such
minutes at the proper subsequent meetings. He shall issue all
calls for meetings and notify all officers and directors of their
election. He shall sign all stock certificates after such
certificates have been signed by the President. He shall make
such reports to the Board of Directors as they may request, and
shall also prepare such reports and statements as required by the
state laws, and file them with respective States in which the
Company is doing business, at the proper time and in the proper
form so required. He shall also sign, with the Chairman of the
Board or the president, all contracts, deeds, licenses and other
instruments, when so ordered. He shall have charge of and keep
the seal of the corporation, and affix the same on the
certificates of stock, after such certificates have been signed
by the President, and his signature attested to by the Secretary.
He shall keep a stock certificate book, and shall keep a proper
record of the transfer, issue, sale, and cancellation of
certificates of stock, as required by the directors of the
Company and its shareholders. He shall make out, before any
election of directors, and before any meeting of the shareholders
which may be called to vote on any special subject, a complete
list of the shareholders entitled to vote at such meetings,
arranged in alphabetical order, giving the number of shares of
stock that may be voted by each, and shall keep the same open to
inspection at the office of the Company until the time of and
during the said meeting.
5. The Treasurer shall have custody of and be responsible for all
securities and moneys of the Company, and shall sign, with the
Chairman or the President, all checks drawn by the Company for
money on deposit in their respective depositories. He shall
deposit, in the name of the Company, in such depository or
depositories as are approved by the Chairman or President, all
moneys that may come into his hands for the Company's account. He
shall also endorse for collection and deposit all bills, notes,
checks and other negotiable instruments of the Company, and shall
pay out such money as may be necessary for the transaction of the
Company's business, either by special or general direction of the
Board of Directors, on checks signed by the Chairman or President
and himself. He may delegate the endorsements for collection or
deposit of bills, notes, checks and other negotiable instruments
to the Cashier of the Company.
He shall give bond in the sum to be fixed by the Board of Directors,
with a surety company or companies or personal sureties
satisfactory to the Board of Directors, for the faithful
performance of his duties and for the restoration to the Company,
in event of his death, resignation, or removal from office, of
all books, papers, vouchers, money and other property belonging
to the Company that may have come into his custody.
ARTICLE V.
COMMITTEES
Executive Committee
1. There shall be a committee to be known as the "Executive
Committee", to be composed of the Chairman of the Board, the
President and such other members of the Board of Directors to be
appointed by him from among the said Board. The said Committee
shall have supervisory control of all business of the Company,
and act on all matters of emergency during the interim of the
meetings of the Board of Directors. A majority of said committee
shall constitute a quorum. Finance Committee
2. There shall be a committee to be known as the "Finance
Committee", to be composed of the Chairman of the Board, the
President, and such other members of the Board of Directors
appointed by the Chairman from among the said Board. The said
committee shall have general charge of the funds of the Company,
and the investment thereof, under the direction of the Board of
Directors. A majority of said committee shall constitute a
quorum.
Audit Committee
3. There shall be a committee to be known as the "Audit Committee",
to be composed of three members of the Board of Directors to be
appointed by the Chairman from among those Directors who have no
employment affiliation with the Company. The members shall serve
staggered terms of three years and they shall elect their own
Chairman. The Committee shall have those duties and
responsibilities assigned to it by the Board of Directors which
shall include but shall not be limited to periodic reviews of the
Company's system of internal controls, reviews of the accounting
policies of the Company, reviews and approvals of annual
statements and other public financial statements filed by the
Company. It shall give access to the internal auditing staff and
others for discussions with representatives of the Board of
Directors without going through management employee Directors,
and it shall make recommendations to the Board of Directors for
appropriate action where needed. A majority of said committee
shall constitute a quorum. Meetings of Committees
4. The committees of the Company shall meet at such times as they
shall deem necessary and proper, and shall, at all times, be
subject to the call of the Chairman. The Secretary of the Company
or any other person authorized by the Board of Directors shall
act as Secretary of all committee meetings. He shall keep a
separate minute book to record the proceedings of the meetings of
each committee, and, at each regular meeting of the Board of
Directors, the minutes of all meetings of the committees shall be
available to the Board, giving a report of the transactions,
since the last report, coming within the authority and scope of
said committee. The minutes of the Finance Committee are to be
approved by the Board of Directors, and they may in their
discretion, by appropriate action, require the minutes of all
other committees to be submitted and approved.
ARTICLE VI.
Sundry Provisions
1. Any alteration or amendment of these By-Laws must be submitted in
writing at a stated meeting of the Board of Directors, to be
considered only at the next succeeding regular meeting, and may
be adopted upon the vote of two-thirds of all the directors.
2. No officer or director of the Company shall, directly or
indirectly, borrow the funds of the Company, or use the same
except for the payment of losses and other obligations of the
Company, and for expenses incurred by the Company.
3. The insurance business of this Company shall be conducted on the
legal reserve plan.
4. All contracts to be binding upon this Company shall be signed by
the Chairman of the Board, the President, a Vice President,
Secretary, Treasurer, or such officers, cashiers, agents, or
employees to whom such power may be delegated by the Board of
Directors, or by any authorized committee of the Company, but the
signature of the Chairman of the Board, the President, a Vice
President, Secretary, or Assistant Secretary may be printed or
lithographed in facsimile upon any policy contract or check or
upon any other printed or written form of contract of the Company
when countersigned by the signature or initials of any personnel
authorized by the Board of Directors or any authorized Committee
of the Company.
CERTIFICATE
The foregoing is a true and correct copy of the By-Laws of the
Pan-American Assurance Company, as adopted May 26, 1981, with all amendments to
date.
Given under my Signature and the Seal of the Company at New Orleans,
Louisiana, on the 16th day of March, 1998.
---------------------------------------
William T. Steen
Corporate Secretary
SEAL