BYLAWS OF
BUSINESS MEN'S ASSURANCE
COMPANY OF AMERICA
ARTICLE I
SHAREHOLDERS
Section 1: Place of Meetings. All meetings of the shareholders shall be held at
the principal office of the Corporation in Missouri, except such meetings as the
Board of Directors, to the extent permissible by law, expressly determines shall
be held elsewhere, in which case such meetings may be held, upon notice thereof
as hereinafter provided, at such other place or places, within or without the
State of Missouri, as the Board of Directors shall have determined, and as shall
be stated in such notice; and unless specifically prohibited by law, any meeting
may be held at any place and time and for any purpose, if consented to in
writing by all the shareholders entitled to vote thereat.
Section 2: Annual Meetings. An annual meeting of the shareholders to elect
directors and to transact such other business as may properly be brought before
the meeting shall be held each year on a date to be determined by the Board of
Directors.
Section 3: Special Meetings. Special meetings of the shareholders may be called
by the Chairman of the Board, the President, the Secretary, the Board of
Directors or the holders of, or any officer or shareholder upon the written
request of the holders of, not less than four-fifths (4/5ths) of the outstanding
shares entitled to vote at any such meeting, and shall be called by any officer
directed to do so by the Board of Directors. Shareholders' requests for such
special meeting shall be in writing and shall state the nature of the business
desired to be transacted. The "call" and the "notice" of any such meeting shall
be deemed to be synonymous.
Section 4: Consent of Shareholders in Lieu of Meeting. Any action required to be
taken on which may be taken at a meeting of the shareholders may be taken
without a meeting if consents in writing, setting forth the action so taken,
shall be signed by all the shareholders entitled to vote with respect to the
action so taken. The Secretary shall file such consents with the minutes of the
meetings of the shareholders.
Section 5: Notice. Written or printed notice of each meeting of the
shareholders, whether annual or special, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes thereof,
shall be delivered or given to each shareholder entitled to vote thereat, either
personally or by mail, not less than ten (10) days or more than fifty (50) days
prior to the meeting unless, as to a particular matter, other or further notice
shall be given. In addition to such written or printed notice, published notice
shall be given if (and in the manner) then required by law.
Any notice of a shareholders' meeting sent by mail shall be deemed to be
delivered when deposited in the United States mail, with postage thereon prepaid
addressed to the shareholder at his address as it appears on the records of the
Corporation.
Section 6: Waiver of Notice. Whenever any notice is required to be given under
the provisions of these Bylaws, or the Articles of Incorporation or of any law,
a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed the
equivalent to the giving of such notice.
To the extent provided by law, attendance of a shareholder at any meeting shall
constitute a waiver of notice of such meeting.
Section 7: Presiding Officials. Every meeting of the shareholders, for whatever
object, shall be convened by either the Chairman of the Board or the President,
or by the officer or person who called the meeting by notice as above provided.
Section 8: Business which may be Transacted at Annual Meeting. At each annual
meeting of the shareholders, the shareholders shall elect a Board of Directors
to hold office until the end of the term for which they have been elected or
until their successors shall have been elected and qualified, and they may
transact such other business as may be desired, whether or not the same was
specified in the notice of the meeting, unless the consideration of such other
business without its having been specified in the notice of the meeting as one
of the purposes thereof, is prohibited by law.
Section 9: Business which may be Transacted at Special Meetings. Business
transacted at all special meetings shall be confined to the purposes stated in
the notice of such meeting, unless the transaction of other business is
consented to by the holders of all of the outstanding shares of stock of the
Corporation entitled to vote thereat.
Section 10: Quorum of Shareholders. Except as otherwise provided by law or by
the Articles of Incorporation, a majority of the outstanding shares entitled to
vote at any meeting represented in person or by proxy shall constitute a quorum
at a meeting of the shareholders, but less than a quorum shall have the right
successively to adjourn the meeting to a specified date not longer than ninety
(90) days after such adjournment, and no notice need be given of such
adjournment to shareholders not present at the meeting.
Section 11: Voting of Shareholders. Each shareholder shall be entitled to as
many votes on any proposition as he has shares of stock in the Corporation, and
he may vote them in person or by proxy. Such proxy shall be in writing, or in
such other transmitted form as may be acceptable to the Secretary, and shall
state the name of the person authorized to cast such vote and the date of the
meeting at which such vote shall be cast.
Section 12: Registered Shareholders - Exceptions - Stock Ownership Presumed. The
Corporation shall be entitled to treat the holders of the shares of stock of the
Corporation, as recorded in the stock record or transfer books of the
Corporation, as the holders of record and as the holders and owners in fact
thereof, and accordingly, the Corporation shall not be required to recognize any
equitable or other claim to or interest in any such shares on the part of any
other person, firm, partnership, corporation or association, whether or not the
Corporation shall have express or other notice thereof, except as is otherwise
expressly required by law, and the term "shareholder," as used in these Bylaws,
means one who is a holder of record of shares of the Corporation.
ARTICLE II
DIRECTORS
Section 1: Directors - Number. The number of directors which shall constitute
the whole Board of Directors of the Corporation shall not be less than nine (9)
nor greater than fifteen (15). The number of Directors within the minimum and
maximum limitations specified in the preceding sentence that shall constitute
the Board of Directors at any time shall be fixed from time to time by the Board
of Directors pursuant to a resolution adopted by a majority of the entire Board
of Directors. Directors need not be shareholders unless the Articles of
Incorporation at any time so provide.
Section 2: Directors - Age Qualifications. No person shall be eligible for
election as a Director after attaining age 75.
Section 3. Powers of the Board. The property and business of the Corporation
shall be controlled and managed by the Directors, acting as a Board. The Board
shall have and is vested with all and unlimited powers and authorities, except
as may be expressly limited by law, the Articles of Incorporation or these
Bylaws, to do or cause to be done any and all lawful things for and in behalf of
the Corporation, to exercise or cause to be exercised any or all of its powers,
privileges and franchises, and to seek the effectuation of its objects and
purposes.
Section 4: Regular Meetings - Notice. Regular meetings of the Board of Directors
may be held on such dates and at such places, either within or without the State
of Missouri shall from time to time be fixed by the Chairman of the Board of
Directors. Notice of such meetings shall be mailed or sent by facsimile to each
Director at least two days prior thereto. Notice of any such meetings of the
Board of Directors may be waived in writing or by facsimile before or after the
meeting, and attendance of a Director at a meeting shall be deemed a waiver of
notice, except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purposes
of, any regular meeting of the Board of Directors need be specified in the
notice or waiver of notice of a meeting. Any business may be transacted at a
regular meeting.
Section 5: Special Meetings. Special meetings of the Board may be called at
any time by the Chairman of the Board, the President or the Secretary, or by
any one or more of the Directors. The place may be within or without the State
of Missouri, as designated in the notice.
Written or printed notice of each special meeting of the Board, stating the
place, day and hour of the meeting and the purpose or purposes thereof, shall be
mailed to each Director at least three (3) days before the day on which the
meeting is to be held, or shall be sent to him by facsimile, or be delivered, at
least two (2) days before the day on which the meeting is to be held. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail with postage thereon, addressed to the Director at his residence or usual
place of business. If notice be given by facsimile, such notice shall be deemed
to be delivered when the facsimile confirmation of completion is received. The
notice may be given by any officer having authority to call the meeting or by
any Director.
"Notice" and "call" with respect to such meetings shall be deemed to
be synonymous.
Section 6: Quorum. A majority of the full Board of Directors shall constitute a
quorum for the transaction of business, but less than a quorum may adjourn from
time to time until a quorum is obtained. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 7: Action Without a Meeting. If all the Directors severally or
collectively consent in writing to any action to be taken by the Directors, such
consents shall have the same force and effect as a unanimous vote of the
Directors at a meeting duly held. The Secretary shall file such consents with
the minutes of the meetings of the Board of Directors.
Section 8: Consulting Directors. The Board of Directors may appoint to the
office of consulting director any person whose abilities and interest in the
Corporation, in the opinion of the Board, qualify him to render service to the
Board. Such consulting Directors may receive notice of and attend meetings of
the Board of Directors, shall have no vote in the affairs of the Corporation,
and shall not be counted for the purposes of determining a quorum a majority of
the Board for any purpose. Such consulting directors shall serve in an advisory
capacity to the Board of Directors only, and no action of the Board shall be
invalid because of the failure of any such consulting director to receive notice
of or to attend any meeting of the Board, or to be informed of or to approve of
any action taken by the Board of Directors.
Section 9: Executive Committee. The Board of Directors may, by resolution or
resolutions adopted by a majority of the whole Board of Directors, designate an
Executive Committee, such Committee to consist of two or more Directors of the
Corporation, which Committee, to the extent provided in said resolution or
resolutions, shall have and may exercise all of the authority of the Board of
Directors in the management of the Corporation; provided, however, that the
designation of such Committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.
The Executive Committee shall keep regular minutes of its proceedings, which
minutes shall be recorded in the minutes of the Corporation. The Secretary or an
Assistant Secretary of the Corporation may act as Secretary for the Committee if
the Committee so requests.
Section 10: Investment Committee. The Board of Directors shall appoint an
Investment Committee which shall consist of not less than three members nor more
than eight members who may, but need not be, Directors of the Corporation, and
who shall serve until their successors are selected. The Investment Committee
shall establish the investment policies of the Corporation, and shall have
overall responsibility for the execution of the Corporation's investment
program. The Investment Committee shall have regular meetings at least once each
quarter, and two members of the Committee shall constitute a quorum at any
regular or special meeting of the Committee. Between meetings of the Committee,
any two members thereof may authorize the acquisition or disposition of any
investment by the Corporation.
Section 11. Other Committees. The Board of Directors may, from time to time,
appoint and fix the duties of such additional committees as they, in their
discretion, shall deem necessary or advisable for the proper operation of the
Corporation.
Section 12: Compensation of Directors and Committee Members. Each Director, as
such, shall be entitled to receive reimbursement for his reasonable expenses
incurred in attending meetings of the Board of Directors or any committee
thereof or otherwise in connection with his attention to the affairs of the
Corporation. In addition, each Director shall be entitled to such fee for his
services as a Director (and if a member of any committee of the Board of
Directors, such fee for his services as such member), as may be fixed from time
to time by the shareholders of the Corporation. Such fees may be fixed both for
meetings attended and on an annual basis, or either thereof, and may be payable
currently or deferred. Nothing herein contained shall be construed to preclude
any Director or committee member from serving the Corporation or any of its
subsidiaries in any other capacity and receiving compensation therefor.
ARTICLE III
OFFICERS
Section 1: Officers - Who Shall Constitute. The officers of the Corporation
shall be a Chairman of the Board, a President, one or more Vice Presidents, a
Secretary, a Treasurer, one or more Assistant Secretaries, and one or more
Assistant Treasurers. The Board shall elect or appoint a President and Secretary
at its annual meeting held after each annual meeting of the shareholders. The
Board then, or from time to time, may also elect or appoint one or more of the
other prescribed officers or any other officers as it shall deem advisable, but
need not elect or appoint any officers other than a President and a Secretary.
The Board may, if it desires, further identify or describe any one or more of
such officers. Additionally, one or more appointed vice presidents, assistant
secretaries or assistant treasurers may be appointed from time to time by the
Chairman, the President or the Senior Vice President responsible for the
division to which such appointees are assigned.
The Officers of the Corporation need not be members of the Board of Directors.
Any two or more offices may be held by the same person, except the office of
President and Secretary.
An officer shall be deemed qualified when he enters upon the duties of the
office to which he has been elected or appointed, and furnishes any bond
required by the Board; but the Board may also require of such person his written
acceptance and promise to faithfully discharge the duties of such office.
Section 2: Term of Office. Each officer of the Corporation shall hold his office
at the pleasure of the Board of Directors or for such other period as the Board
may specify at the time of his election or appointment, or until his death,
resignation or removal by the Board, whichever first occurs. In any event, the
term of office of each officer of the Corporation holding his office at the
pleasure of the Board shall terminate at the annual meeting of the Board next
succeeding his election or appointment, and at which any officer of the
Corporation is elected or appointed, unless the Board provides otherwise at the
time of his election or appointment.
Section 3: Removal. Any officer or agent elected or appointed by the Board of
Directors, and any employee, may be removed or discharged by the Board whenever
in its judgment the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.
Section 4. Authority to Hire, Discharge and Designate Duties. The Chairman of
the Board, the President or other executive employees of the Corporation shall
have the authority to hire, discharge and fix and modify the duties, salary or
other compensation of employees of the Corporation under their jurisdiction, and
such officers or executive employees shall have similar authority with respect
to obtaining and retaining for the Corporation the services of attorneys,
accountants and other experts.
Section 5: Chairman of the Board. The Chairman of the Board shall be the chief
executive officer of the Corporation, with such general executive powers and
duties of supervision and management as are usually vested in the office of the
chief executive officer of a corporation, and he shall carry into effect all
directions and resolutions of the Board. The Chairman shall preside at all
meetings of the shareholders and Board of Directors, at which he may be present
and shall have such other duties, powers and authority as may be prescribed
elsewhere in these Bylaws. The Board of Directors may delegate such other
authority and assign such additional duties to the Chairman of the Board, other
than those conferred by law exclusively upon the President, as it may, from time
to time, determine.
Section 6: The President. The President shall perform such duties as may be
specifically delegated to him by the Board of Directors or the Chairman of the
Board, and as are conferred by law exclusively upon him. In the absence,
disability or inability to act of the Chairman of the Board, the President shall
perform the duties and exercise the powers of the Chairman of the Board.
Section 7: Vice President. The Vice Presidents in the order of their seniority,
as determined by the Board, shall, in the absence, disability or inability to
act of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors shall
from time to time prescribe.
Section 8: The Secretary and Assistant Secretaries. The Secretary shall attend
all meetings of the shareholders, and shall record or cause to be recorded all
votes taken and the minutes of all proceedings in a minute book of the
Corporation to be kept for that purpose. He shall perform like duties for the
executive and other standing committees when requested by the Board or any such
committee to do so.
He shall see that all books, records, lists and information, or duplicates
required to be maintained at the principal office for the transaction of the
business of the Corporation in Missouri, or elsewhere, are so maintained.
He shall keep in safe custody the seal of the Corporation, and when duly
authorized to do so, shall affix the same to any instrument requiring it, and
when so affixed, he shall attest the same by his signature.
He shall perform such other duties and have such other authority as may
be prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors or the chief executive officer of the Corporation, under whose direct
supervision he shall be.
He shall have the general duties, powers and responsibilities of a secretary of
the Corporation.
Any Assistant Secretary, in the absence, disability or inability to act of the
Secretary, may perform the duties and exercise the powers of the Secretary, and
shall perform such other duties and have such other authority as the Board of
Directors may, from time to time, prescribe.
Section 9: The Treasurer and Assistant Treasurers. The Treasurer shall have the
responsibility for the safekeeping of the funds and securities of the
Corporation, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall keep,
or cause to be kept, all other books of account and accounting records of the
Corporation. He shall deposit or cause to be deposited all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors or by any officers
of the Corporation to whom such authority has been granted by the Board of
Directors.
He shall disburse, or permit to be disbursed, the funds of the Corporation as
may be ordered or authorized generally, by the Board, and shall render to the
chief executive officer of the Corporation and the Directors whenever they may
require it, an account of all his transactions as Treasurer and of those under
his jurisdiction, and of the financial condition of the Corporation.
He shall perform such other duties and shall have such other responsibility and
authority, as may be prescribed elsewhere in these Bylaws or from time to time
by the Board of Directors.
He shall have the general duties, powers and responsibility of a treasurer of a
corporation, and shall, unless otherwise provided by the Board, be the chief
financial and accounting officer of the Corporation.
Any Assistant Treasurer, in the absence, disability or inability to act of the
Treasurer, may perform the duties and exercise the powers of the Treasurer, and
shall perform such other duties and have such other authority as the Board of
Directors may, from time to time, prescribe.
Section 10: Duties of Officers may be Delegated. If any officer of the
Corporation be absent or unable to act, or for any other reason that the Board
may deem sufficient, the Board may delegate, for the time being, some or all of
the functions, duties, powers and responsibilities of any officer to any other
officer, or to any other agent or employee of the Corporation or other
responsible person, provided a majority of the whole Board of Directors concurs
therein.
ARTICLE IV
INDEMNIFICATION AND LIABILITY OF
DIRECTORS, OFFICERS AND EMPLOYEES
Section 1: Indemnification. Each person who is or was a Director, officer or
employee of the Corporation or is or was serving at the request of the
Corporation as a Director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise (including the heirs,
executors, administrators or estate of such person) shall be indemnified by the
Corporation as a right to the full extent permitted or authorized by the laws of
the State of Missouri, as now in effect and as hereafter amended, against any
liability, judgment, fine, amount paid in settlement, cost and expense
(including attorneys' fees) asserted or threatened against and incurred by such
person in his capacity as or arising out of his status as a Director, officer or
employee of the Corporation, or if serving at the request of the Corporation, as
a Director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise. The indemnification provided by this Bylaw
provision shall not be exclusive of any other rights to which those indemnified
may be entitled under any other bylaw or under any agreement, vote of
shareholders or disinterested directors or otherwise, and shall not limit in any
way any right which the Corporation may have to make different or further
indemnifications with respect to the same or different persons or classes of
persons.
Without limiting the foregoing, the Corporation is authorized to enter into an
agreement with any Director, officer or employee of the Corporation providing
indemnification for such person against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement that result from any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including any action by or in the right of the
Corporation, that arises by reason of the fact that such person is or was a
Director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, to the full
extent allowed by law, whether or not such indemnification would otherwise be
provided for in this Bylaw, except that no such agreement shall indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.
Section 2: Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of these Bylaws.
Section 3: Liability. No person shall be liable to the Corporation for any loss,
damage, liability or expense suffered by it on account of any action taken or
omitted to be taken by him as a Director, officer or employee of the corporation
or of any other corporation which he serves as a Director, officer or employee
at the request of the Corporation, if such person (i) exercised the same degree
of care and skill as a prudent man would have exercised under the circumstances
in the conduct of his own affairs, or (ii) took or omitted to take such action
in reliance upon advice of counsel for the Corporation, or for such other
corporation, or upon statements made or information furnished by Directors,
officers, employees or agents of the Corporation, or of such other corporation
which he had no reasonable grounds to disbelieve.
ARTICLE V
CAPITAL STOCK
Section 1: Issuance of Certificates. Shares of the capital stock of the
Corporation may be represented by entry on the stock record or transfer books of
the Corporation and need not be represented by certificates. When shares of
stock of the Corporation are represented by certificates, such certificates
shall be numbered, shall be in such form as may be prescribed by the Board of
Directors in conformity with law, and shall be entered in the stock books of the
Corporation as they are issued. Such entries shall show the name and address of
the person, firm, partnership, corporation or association to whom each
certificate is issued. Each certificate shall have printed, typed or written
thereon the name of the person, firm, partnership, corporation or association to
whom it is issued and the number of shares represented thereby. It shall be
signed by the Chairman of the Board of the President or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Corporation, provided each certificate is signed by two officers who are
not the same person, and sealed with the seal of the Corporation, which seal may
be facsimile, engraved or printed. If the Corporation has a transfer agent or a
transfer clerk who signs such certificates, the signatures of any of the other
officers above mentioned may be facsimile, engraved or printed. In case any such
officer who has signed or whose facsimile signature has been placed upon any
such certificate shall have ceased to be such officer before such certificate is
issued, such certificate may, nevertheless, be issued by the Corporation with
the same effect as if such officer were an officer at the date of its issue.
Section 2: Transfers of Shares - Transfer Agent - Registrar. Transfers of shares
of stock shall be made on the stock record or transfer books of the Corporation
only by the person named in the stock certificate, or by his attorney lawfully
constituted in writing, and upon surrender of the certificate therefor. The
stock record book and other transfer records shall be in the possession of the
Secretary or of a transfer agent or transfer clerk for the Corporation. The
Corporation, by resolution of the Board, may from time to time, appoint a
transfer agent or transfer clerk, and if desired, a registrar, under such
arrangements and upon such terms and conditions as the Board deems advisable,
but until and unless the Board appoints some other person, firm or corporation
as its transfer agent or transfer clerk (and upon the revocation of any such
appointment, thereafter until a new appointment is similarly made), the
Secretary of the Corporation shall be the transfer agent or transfer clerk of
the Corporation without the necessity of any formal action of the Board, and the
Secretary, or any person designated by him, shall perform all of the duties
thereof.
Section 3: Lost Certificates. In the case of the loss or destruction of any
certificate for shares of stock of the Corporation, another may be issued in its
place upon proof of such loss or destruction and upon the giving of a
satisfactory bond of indemnity to the Corporation and the transfer agent and
registrar of such stock, if any, in such sum as the Board of Directors may
provide; provided, however, that a new certificate may be issued without
requiring a bond when, in the judgment of the Board, it is proper so to do.
Section 4. Regulations. The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue, transfer, conversion and registration of and all other rights pertaining
to certificates for shares of stock of the Corporation, not inconsistent with
the laws of Missouri, the Articles of Incorporation or these Bylaws.
ARTICLE VI
GENERAL
Section 1: Fixing of Capital - Transfers of Surplus. Except as may be
specifically otherwise provided in the Articles of Incorporation, the Board of
Directors is expressly empowered to exercise all authority conferred upon it or
the Corporation by any law or statute, and in conformity therewith, relative to:
1. the determination of what part of the consideration received for
shares of the Corporation shall be stated capital;
2. increasing stated capital;
3. transferring surplus to stated capital;
4. the consideration to be received by the Corporation for its shares;
and
5. all similar or related matters provided that any concurrent action or
consent by or of the Corporation and its shareholders required to be
taken or given pursuant to law, shall be duly taken or given in
connection therewith.
Section 2: Dividends. Dividends upon the outstanding shares of the Corporation,
subject to the provision of the Articles of Incorporation and of any applicable
law, may be declared by the Board of Directors at any meeting. Dividends may be
paid in cash, in property, or in shares of the Corporation's stock.
Liquidating dividends or dividends representing a distribution of paid-in
surplus or a return of capital shall be made only when and in the manner
permitted by law.
Section 3: Checks. All checks and similar instruments for the payment of money
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate. If no such designation
is made, and unless and until the Board otherwise provides, the President and
Secretary or the President and Treasurer shall have the power to sign all such
instruments for, in behalf and in the name of the Corporation which are executed
or made in the ordinary course of the Corporation's business.
Section 4: Records. The Corporation shall keep at its principal place of
business in Missouri, original or duplicate books in which shall be recorded the
number of its shares subscribed, the names of the owners of its shares, the
numbers owned of record by them respectively, the amount of shares paid, and by
whom, the transfer of said shares with the date of transfer, the amount of its
assets and liabilities, and the names and places of residence of its officers,
and from time to time, such other or additional records, statements, lists and
information as may be required by law, including shareholders' lists.
Section 5: Inspection of Records. A shareholder, if he be entitled and demands
to inspect the records of the Corporation pursuant to any statutory or other
legal right, shall be privileged to inspect such records only during the usual
and customary hours of business and in such manner as will not unduly interfere
with the regular conduct of the business of the Corporation. A shareholder may
delegate his right of inspection to a certified or public accountant on the
condition, to be enforced at the option of the Corporation, that the shareholder
and accountant agree with the Corporation to furnish to the Corporation promptly
a true and correct copy of each report with respect to such inspection made by
such accountant. No shareholder shall use, permit to be used or acquiesce in the
use by others of any information so obtained to the detriment competitively of
the Corporation, nor shall he furnish or permit to be furnished any information
so obtained to any competitor or prospective competitor of the Corporation. The
Corporation, as a condition precedent to any shareholder's inspection of the
records of the Corporation, may require the shareholder to indemnify the
Corporation, in such manner and for such amount as may be determined by the
Board of Directors, against any loss or damage which may be suffered by it
arising out of or resulting from any unauthorized disclosure made or permitted
to be made by such shareholder of information obtained in the course of such
inspection.
Section 6: Corporate Seal. The Corporate Seal shall have inscribed thereon the
name of the Corporation and the words: Corporate Seal - Missouri. Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in
any manner reproduced.
Section 7: Amendments. The Bylaws of the Corporation may, from time to time,
be suspended, repealed, amended or altered, or new Bylaws may be adopted, in
the manner provided in the Articles of Incorporation.