EXHIBIT 3(B)
BYLAWS
OF
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
As Amended March 18, 2004
ARTICLE ONE
Stockholders
Section 1. Annual Meeting. The annual meeting of stockholders for the
election of trustees and for the transaction of such other business as may
properly come before the meeting shall be held on the second Tuesday in June of
each year, if not a legal holiday, or, if a legal holiday, then on the next
preceding business day, at the office of the Association in the City of New
York, and at an hour specified by notice mailed at least thirty days in advance.
If the chief executive officer or the Nominating and Personnel Committee shall
so determine, the annual meeting may be held at a different date, time and
place, as shall be specified in the notice of meeting. The notice shall be in
writing and shall be signed by the chairman, or the president, or a vice
president, or the secretary. Special meetings of the stockholders may be held at
the said office of the Association whenever called by the chairman, or by the
president, or by order of the board of trustees, or by the holders of at least
one-third of the outstanding shares of stock of the Association, or may be held
subject to the provisions of the emergency bylaws of the Association.
Section 2. Notice. It shall be the duty of the secretary not less than
ten nor more than forty days prior to the date of each meeting of the
stockholders to cause a notice of the meeting to be mailed to each stockholder.
Section 3. Voting. At all meetings of stockholders each stockholder shall
be entitled to one vote upon each share of stock owned by him of record on the
books of the Association ten days before the meeting. Stockholders may vote in
person or by proxy appointed in writing.
Section 4. Quorum. The presence in person or by proxy of the holders of a
majority of the shares in the Association shall be necessary to constitute a
quorum at any meeting of stockholders.
Section 5. Telephonic Participation. At all meetings of stockholders or
any committee thereof, stockholders may participate by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
ARTICLE TWO
Trustees
Section 1. General Management. The general management of the property,
business and affairs of the Association shall be vested in the board of trustees
provided by the charter. The board of trustees shall consist of no less than
thirteen trustees or the minimum number of trustees required by law, whichever
is less, and no more than twenty-four trustees, and the number of trustees shall
be fixed by a vote of the majority of the board of trustees. All trustees shall
be elected to a term of one year. The term of office of each trustee so elected
shall commence at the beginning of the annual meeting of the board of trustees
next succeeding such election, and shall continue until the beginning of the
next annual meeting of the board of trustees and a successor shall take office.
A trustee need not be a stockholder. At least one-third of such trustees must be
persons who are not officers or employees of the
Association or any entity controlling, controlled by, or under common control
with the Association and who are not beneficial owners of a controlling interest
in the voting stock of the Association or any such entity. At least one such
person must be included in the quorum for the transaction of business at any
meeting of the trustees.
Section 2. Quorum. One-third of the trustees shall constitute a quorum at
all meetings of the board. If less than a quorum shall be present at any
meeting, a majority of those present may adjourn the meeting from time to time
until a quorum shall attend. In case of a vacancy among the trustees of any
class through death, resignation or other cause, a successor to hold office for
the unexpired portion of the term may be elected at any meeting of the board at
which a quorum shall be present. 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
of the State of New York.
Section 3. Annual Meeting. There shall be a meeting of the board of
trustees on the third Wednesday in June each year, if not a legal holiday, or,
if a legal holiday, then on the next preceding business day, at a time and place
specified in a notice mailed at least ten days and not more than twenty days in
advance. This shall be known as the annual meeting of the board of trustees. At
this meeting the board shall elect officers, appoint committees and transact
such other business as shall properly come before the meeting. If the chief
executive officer or the Nominating and Personnel Committee shall so determine,
the annual meeting may be held at a different date, time and place, as shall be
specified in the notice of meeting.
Section 4. Other Meetings. Stated meetings of the board of trustees shall
be held on such dates as the board by standing resolution may fix. No notice of
such stated meetings need be given. Special meetings of the board may be called
by order of the chairman, the president, or the executive committee by notice
mailed at least one week prior to the date of such meeting, and any business may
be transacted at the meeting.
Section 5. Telephonic Participation. At all meetings of the board of
trustees or any committee thereof, trustees may participate by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
Section 6. Action Without a Meeting. Where time is of the essence, but
not in lieu of a regularly scheduled meeting of the board of trustees or
committee thereof, any action required or permitted to be taken by the board, or
any committee thereof, may be taken without a meeting if all members of the
board or the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the board or committee shall be filed with the minutes of the
proceedings of the board or committee.
Section 7. Trustees' Compensation and Expenses. A trustee may be paid an
annual stipend and fees and such other compensation or emolument in any amount
first authorized by the board in accordance with Section 1 of Article Six
hereof, including, but not limited to, a deferred compensation benefit, for
meetings of the board that he/she attends and for services that he/she renders
on or for committees or subcommittees of the board; and each trustee shall be
reimbursed for transportation and other expenses incurred by him/her in serving
the Association.
Section 8. Chairman. The chairman, and in his absence the president,
shall preside at all meetings of the board.
ARTICLE THREE
Officers
Section 1. Election. At each annual meeting the board of trustees shall
elect the executive officers of the corporation including a chairman, a
president, one or more vice presidents, and such other executive officers as
they may determine. Each such executive officer shall hold office until the
close of the next annual meeting of the board or, if earlier, until his
retirement, death, resignation or removal. The board may appoint other officers
and agents, assign titles to them and determine their duties; such officers and
agents shall hold office during the pleasure of the board of trustees. It may
appoint persons to act temporarily in place of any officers of the Association
who may be
absent, incapacitated, or for any other reason unable to act or may delegate
such authority to the chief executive officer.
Section 2. Removal of Officers. Any officer elected by the board of
trustees may be removed by the affirmative votes of a majority of all the
trustees holding office. Any other officer may be removed by the affirmative
votes of a majority of all members of the executive committee holding office.
Section 3. Removal of Other Employees. All other agents and employees
shall hold their positions at the pleasure of the executive committee or of such
executive officer as the executive committee may clothe with the powers of
engaging and dismissing.
Section 4. Qualifications. The chairman shall be a member of the board of
trustees, but none of the other officers need be a trustee. One person may hold
more than one office, except that no person shall be both president and
secretary.
Section 5. Chief Executive Officer. The board of trustees shall designate
either the chairman or the president as chief executive officer. Subject to the
control of the board of trustees and the provisions of these bylaws, the chief
executive officer shall be charged with the management of the affairs of the
Association, and shall perform such duties as are not specifically delegated to
other officers of the Association. He shall report from time to time to the
board of trustees on the affairs of the Association.
Section 6. Chairman. The chairman, when present, shall preside at all
meetings of the stockholders and of the board. He shall be ex officio chairman
of the executive committee. He may appoint trustee committees, except those
appointed by the board of trustees, and may appoint members to fill vacancies on
trustee committees appointed by the board when such occur between meetings of
the trustees. If the chairman is not the chief executive officer, he shall, in
addition to the foregoing, perform such functions as are delegated to him by the
chief executive officer. In the absence of both the chairman and the president,
the chair of the nominating and personnel committee shall preside at all
meetings of the stockholders and of the board.
Section 7. President. The president, in the event of the absence or
disability of the chairman, shall perform the duties of the chairman. If the
president is not the chief executive officer, he shall assist the chief
executive officer in his duties and shall perform such functions as are
delegated to him by the chief executive officer.
Section 8. Absence or Disability of Chief Executive Officer. In the
absence or disability of the chief executive officer, the president, if he is
not the chief executive officer, or the chairman, if he is not the chief
executive officer, or if neither is available, a vice president so designated by
the executive committee or chief executive officer shall perform the duties of
the chief executive officer, unless the board of trustees otherwise provides and
subject to the provisions of the emergency bylaws of the Association.
Section 9. Secretary. The secretary shall give all required notices of
meetings of the board of trustees, and shall attend and act as secretary at all
meetings of the board and of the executive committee and keep the records
thereof. He shall keep the seal of the corporation, and shall perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the board of trustees, the executive committee, or the
chief executive officer.
Section 10. Other Officers. The chief executive officer shall determine
the duties of the executive officers other than the chairman, president, and
secretary and of all officers other than executive officers, and he may assign
titles to and determine the duties of non-officers.
ARTICLE FOUR
Committees
Section 1. Appointment. At each annual meeting of the board of trustees,
the board shall appoint an executive committee, an investment committee, a
nominating and personnel committee, an audit committee, and a
committee on corporate governance and social responsibility, each member of
which shall hold such position until the beginning of the next annual meeting of
the board and until a successor shall be appointed or until the member shall
cease to be a trustee. The board of trustees, the executive committee, or the
chairman may appoint such other trustee committees and subcommittees as may from
time to time be found necessary or convenient for the proper conduct of the
business of the Association, and designate their duties. Not less than one third
of the members of each trustee committee shall be persons who are not officers
or employees of the Association or of any entity controlling, controlled by, or
under common control with the Association and who are not beneficial owners of a
controlling interest in the voting stock of the Association or any such entity,
except for the nominating and personnel committee, the audit committee and the
committee on corporate governance and social responsibility, each of which will
be comprised solely of such persons. Further, at least one such person must be
included in the quorum for the transaction of business at any meeting of any of
the committees.
Section 2. Executive Committee. The executive committee shall consist of
at least three trustees including the chairman. A majority shall constitute a
quorum. The executive committee shall meet in regular meeting as it may from
time to time determine, and in special meeting whenever called by the chairman,
and, to the maximum extent permitted by law, shall be vested with full powers of
the board of trustees during intervals between the meetings of the board in all
cases in which specific instructions shall not have been given by the board of
trustees. The committee shall, in the event of an acute emergency, as defined by
Article Seven-A--Insurance, of the New York State Defense Emergency Act,
(Section 9177, Unconsolidated Laws of New York) and any amendments thereof, be
responsible for the emergency management of the Association as provided in the
emergency bylaws of the Association.
Section 3. Investment Committee. The investment committee shall consist
of at least three trustees, including the chief executive officer, and such
additional trustees, if any, as the board of trustees or the executive committee
may appoint. A majority of the members shall constitute a quorum.
(a) Subject to review by the board of trustees the investment
committee shall determine the investment policies of the Association.
(b) The investment committee shall supervise the investment of the
funds of the Association. No loan or investment other than policy loans shall be
made or disposed of without authorization or approval by the investment
committee.
Section 4. Nominating and Personnel Committee. The nominating and
personnel committee shall consist of at least three trustees each of whom
satisfies the independence requirements of Section 1202(b)(2) of the New York
Insurance Law or any successor provision. A majority shall constitute a quorum.
The committee shall nominate executive officers and the standing committees for
the annual meeting of the board of trustees, shall designate the principal
officers of the Association, shall recommend to the board of trustees the annual
compensation of the principal officers and of any salaried employee if the level
of compensation to be paid to such employee is equal to, or greater than, the
compensation received or to be received by any principal officer, shall nominate
trustees to fill interim vacancies and shall nominate trustee candidates for
election at the annual meeting of stockholders; provided that, prior to
nominating or making any recommendations with respect to trustee candidates for
election at the annual meeting of stockholders, the committee shall consult
fully with the board of trustees of TIAA Board of Overseers regarding each such
trustee candidate and will give diligent consideration to any suggestions of the
board of trustees of TIAA Board of Overseers with respect to trustee candidates.
In addition, the committee shall approve the titles and base salaries of all
appointed officers and the base salaries of executive officers, other than those
designated as principal officers or those officers to be paid on an equal or
greater level of compensation with principal officers, and shall recommend the
provisions of any incentive salary compensation program(s) and determine the
amounts of any incentive salary payments for those officers included in any
incentive salary plan.
Section 5. Audit Committee. The audit committee shall consist of at least
three trustees, and no member shall be an officer or employee of the
Association. The committee shall itself, or through public accountants or
otherwise, make such audits and examinations of the records and affairs of the
Association as it may deem necessary. The committee shall review the
reimbursement agreements among TIAA and CREF, TIAA-CREF Individual &
Institutional Services, Inc., and TIAA-CREF Investment Management, LLC, and make
recommendations regarding them to the board of trustees. A majority of the
members shall constitute a quorum.
Section 6. Committee on Corporate Governance and Social Responsibility.
The committee on corporate governance and social responsibility shall consist of
at least three trustees, and no member shall be an officer or employee of the
Association.
A majority shall constitute a quorum. The committee is responsible for
addressing all corporate social responsibility and corporate governance issues
including the voting of TIAA shares and the initiation of appropriate
shareholder resolutions. In addition, the committee will develop and recommend
specific corporate policy in these areas for consideration by the TIAA board of
trustees.
Section 7. Reports. Within a reasonable time after their meetings, all
such committees and subcommittees shall report their transactions to each
trustee.
ARTICLE FIVE
Salaries, Compensation and Pensions
to Trustees, Officers and Employees
Section 1. Salaries and Pensions. The Association shall not pay any
salary, compensation or emolument in any amount to any officer, deemed by a
committee or committees of the board to be a principal officer pursuant to
subsection (b) of Section 1202 of the Insurance Law of the State of New York, or
to any salaried employee of the Association if the level of compensation to be
paid to such employee is equal to, or greater than, the compensation received by
any of its principal officers, or to any trustee thereof, unless such payment be
first authorized by a vote of the board of trustees of the Association.
The Association shall not make any agreement with any of its officers or
salaried employees whereby it agrees that for any services rendered or to be
rendered he shall receive any salary, compensation or emolument that will extend
beyond a period of thirty-six months from the date of such agreement, except as
specifically permitted by the Insurance Law of the State of New York. No
principal officer or employee of the class described in the first sentence of
this section, who is paid a salary for his services shall receive any other
compensation, bonus or emolument from the Association, directly or indirectly,
except in accordance with a plan recommended by a committee of the board
pursuant to subsection (b) of Section 1202 of the Insurance Law of the State of
New York and approved by the board of trustees. The Association shall not grant
any pension to any officer or trustee, or to any member of his family after his
death, except that the Association may pursuant to the terms of a retirement
plan and other appropriate staff benefit plans adopted by the board provide for
any person who is or has been a salaried officer or employee, a pension payable
at the time of retirement by reason of age or disability and also life
insurance, health insurance and disability benefits.
Section 2. Prohibitions. No trustee or officer of the Association shall
receive, in addition to fixed salary or compensation, any money or valuable
thing, either directly or indirectly, or through any substantial interest in any
other corporation or business unit, for negotiating, procuring, recommending or
aiding in any purchase or sale of property, or loan, made by the Association or
any affiliate or subsidiary thereof, nor be pecuniarily interested either as
principal, coprincipal, agent or beneficiary, either directly or indirectly, or
through any substantial interest in any other corporation or business unit, in
any such purchase, sale or loan; provided that nothing herein contained shall
prevent the Association from making a loan upon a policy held therein by the
borrower not in excess of the net reserve value thereof.
ARTICLE SIX
Indemnification of Trustees, Officers and Employees
The Association shall indemnify, in the manner and to the full extent
permitted by law, each person made or threatened to be made a party to any
action, suit or proceeding, whether or not by or in the right of the
Association, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that he or his testator or intestate is or was
a trustee, officer or
employee of the Association or, while a trustee, officer or employee of the
Association, served any other corporation or organization of any type or kind,
domestic or foreign, in any capacity at the request of the Association. To the
full extent permitted by law such indemnification shall include judgments,
fines, amounts paid in settlement, and expenses, including attorneys' fees. No
payment of indemnification, advance or allowance under the foregoing provisions
shall be made unless a notice shall have been filed with the Superintendent of
Insurance of the State of New York not less than thirty days prior to such
payment specifying the persons to be paid, the amounts to be paid, the manner in
which payment is authorized and the nature and status, at the time of such
notice, of the litigation or threatened litigation.
ARTICLE SEVEN
Execution of Instruments
The board of trustees or the executive committee shall designate who is
authorized to execute certificates of stock, proxies, powers of attorney, deeds,
leases, releases of mortgages, satisfaction pieces, checks, drafts, contracts
for insurance or annuity and instruments relating thereto, and all other
contracts and instruments in writing necessary for the Association in the
management of its affairs, and to attach the Association's seal thereto; and may
further authorize the extent to which such execution may be done by facsimile
signature.
ARTICLE EIGHT
Disbursements
No disbursements of $100 or more shall be made unless the same be
evidenced by a voucher signed by or on behalf of the person, firm or corporation
receiving the money and correctly describing the consideration for the payment,
and if the same be for services and disbursements, setting forth the services
rendered and an itemized statement of the disbursements made, and if it be in
connection with any matter pending before any legislative or public body, or
before any department or officer of any government, correctly describing in
addition the nature of the matter and of the interest of such corporation
therein, or if such voucher cannot be obtained, by an affidavit stating the
reasons therefor and setting forth the particulars above mentioned.
ARTICLE NINE
Corporate Seal
The seal of the Association shall be circular in form and shall contain
the words "Teachers Insurance and Annuity Association of America, New York,
Corporate Seal, 1918," which seal shall be kept in the custody of the secretary
of the Association and be affixed to all instruments requiring such corporate
seal.
ARTICLE TEN
Amendments
Article One of these bylaws can be amended or repealed only by the
affirmative vote of the holders of a majority of the outstanding shares of the
capital stock of the Association, such vote being cast at a meeting held upon
notice stating that such meeting is to vote upon a proposed amendment or repeal
of such bylaw.
Any other bylaw may be amended or repealed at any meeting of the board of
trustees provided notice of the proposed amendment or repeal shall have been
mailed to each trustee at least one week and not more than two weeks prior to
the date of such meeting.