Exhibit 3(ii)
RESTATED BY-LAWS
of
TORCHMARK CORPORATION
ARTICLE I. OFFICES
Section 1. Registered Office:
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The registered office shall be established and maintained at the office of
the United States Corporation Company, in the city of Dover, in the County of
Kent, in the State of Delaware, and said Corporation shall be the registered
agent of this Corporation in charge thereof.
Section 2. Other Offices:
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The Corporation may have other offices, either within or without the State
of Delaware, at such place or places as the Board of Directors may from time to
time appoint or the business of the Corporation may require. The principal place
of business of the Corporation shall be in Birmingham, Alabama.
ARTICLE II. MEETINGS OF STOCKHOLDERS
Section 1. Stockholder Action:
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Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders. Special meetings of stockholders of
the Corporation may be called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors, upon not
less than ten nor more than sixty days' written or electronic notice.
Notwithstanding anything contained in these By-Laws to the contrary, the
affirmative vote of the holders of at least 80% of the voting power of all of
the shares of the Corporation entitled to vote generally in the election of
directors shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article II.
Section 2. Annual Meetings:
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Annual meetings of stockholders for the election of directors and for such
other business as may be stated in the notice of the meeting, shall be held at
such place, either within or without the state of Delaware, or by means of
remote communication, and at such time and date as the Board of Directors, by
resolution, shall determine and as set forth in the notice of the meeting. In
the event the Board of Directors fails to so determine the time, date and place
of meeting, if any, the annual meeting of stockholders shall be held at the
principal executive offices of the Corporation in Alabama on the last Thursday
of April.
If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect members
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of a class of the Board of Directors, and they may transact such other corporate
business as may properly come before the meeting.
Section 3. Voting:
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Each stockholder entitled to vote in accordance with the terms of the
Certificate of Incorporation and in accordance with the provisions of these
By-Laws shall be entitled to one vote, in person or by proxy, for each share of
stock entitled to vote held by such stockholder, but no proxy shall be voted
after eleven (11) months from its date unless such proxy provides for a longer
period. Any stockholder proxy may be prepared, transmitted and delivered in any
manner permitted by applicable law. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting. Upon the demand of any
stockholder, the vote for directors and the vote upon any question before the
meeting shall be by ballot, and if authorized by the Board of Directors, the
ballot may be submitted by electronic transmission in the manner provided by
law. All elections for directors shall be decided by a plurality vote; all other
questions shall be decided by a majority vote except as otherwise provided by
these By-Laws, the Certificate of Incorporation or the laws of the State of
Delaware.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten days prior to the meeting, either on a
reasonably accessible
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electronic network as permitted by law (provided that the information required
to gain access to the list is provided with the notice of the meeting) or at the
principal place of business of the Corporation. If the meeting is held at a
place, the list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. If the meeting is held solely by means of remote communication,
then the list shall be open to the examination of any stockholder during the
whole time of the meeting on a reasonably accessible electronic network, and the
information required to access the list shall be provided with the notice of the
meeting.
Section 4. Quorum:
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A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
stockholders. In determining whether a quorum is present, shares held by a
subsidiary corporation owned by this Corporation, and treasury shares, shall not
be counted. If less than a majority of the outstanding shares are represented, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice, but until a quorum is secured no other business may be
transacted. The stockholders present at a duly organized meeting may continue to
transact business until an adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. At any duly organized meeting, except
as otherwise provided by these By-Laws or in the Certificate of Incorporation, a
vote of a majority of the
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stock represented thereat shall decide any question brought before the meeting.
Section 5. Notice of Meetings:
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Notice, stating the place, if any, date and time of the meeting, the means
of remote communication, if any, by which the stockholders and proxy holders may
be deemed to be present in person and vote at such meeting, and the general
nature of the business to be considered, shall be given in writing or by
electronic transmission in the manner provided by law (including without
limitation, as set forth in Article VI, Section 10 of these By-laws) to each
stockholder entitled to vote thereat at his address as it appears on the records
of the Corporation, not less than ten nor more than sixty days before the date
of the meeting. No business other than that stated in the notice shall be
transacted at any meeting without the unanimous consent of all the stockholders
entitled to vote thereat.
Section 6. Order of Business:
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The order of business at the annual meeting and, as far as practicable, at
all other meetings of the stockholders shall be as follows:
1. Calling of roll.
2. Proof of due notice of meeting.
3. Reading and disposal of any unapproved minutes.
4. Reports of officers and committees.
5. Election of directors.
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6. Unfinished business.
7. New business.
8. Adjournment.
ARTICLE 111. DIRECTORS
Section 1. Number, Election and Terms:
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The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors consisting of not less than seven nor more
than 15 persons. The exact number of directors within the minimum and maximum
limitations specified in the preceding sentence 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. At the 1984 annual meeting of stockholders, the
directors shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at the 1985
annual meeting of stockholders, the term of office of the second class to expire
at the 1986 annual meeting of stockholders and the term of office of the third
class to expire at the 1987 annual meeting of stockholders. At each annual
meeting of stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after their election. Directors need not be stockholders.
Section 2. Resignations:
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Any director, member of a committee or other officer may resign at any
time. Such resignation shall be made in writing, and shall take effect at the
time of its receipt by the Chief Executive Officer or Secretary or at such other
time as may be specified therein. The acceptance of a resignation shall not be
necessary to make it effective.
Section 3. Newly Created Directorships and Vacancies:
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Subject to the rights of the holders of any series of Preferred stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the directors then
in office, or if all of the directors shall have been removed, by a majority
vote of the stockholders, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of the class to
which they have been elected expires. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
If the office of any member of a committee or other officer becomes vacant,
the directors in office, by a majority vote, may appoint any qualified person to
fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.
Subject to the rights of the holders of any series of Preferred Stock then
outstanding, any director, or the entire Board of
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Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least 80% of the voting power of
all of the shares of the Corporation entitled to vote generally in the election
of directors.
If the holders of any series of Preferred Stock then outstanding are
entitled to elect one or more directors, these provisions shall not apply, in
respect to the removal of a director or directors so elected, to the vote of the
holders of the outstanding shares of that series and the rights of the holders
of such shares shall be as set out in the Certificate of Designations,
Preferences & Rights for such shares.
Section 4. Powers:
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The Board of Directors shall exercise all the powers of the Corporation
except such as are by law, or by the Certificate of Incorporation of the
Corporation or by these By-Laws conferred upon or reserved to the stockholders.
Section 5. Election of Committee Members:
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At each regular annual meeting of the Board of Directors, the directors
may, by resolution or resolutions passed by a majority of the whole Board,
designate directors to serve as members of the executive committee, the
compensation committee, and the audit committee until the next regular meeting
of the Board of Directors and until their successors are duly designated. At any
regular or special meeting of the Board of Directors, the directors may elect
additional
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advisors for these committees. Such advisors may or may not be members of the
Board of Directors and shall serve until the next annual meeting of the Board of
Directors or for the period of time designated by the Board. The Board of
Directors may from time to time provide for such other committees as may be
deemed necessary and assign to such committees such authority and duties as are
appropriate and allowed by Delaware law.
Section 6. Meetings:
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The directors may hold their annual meeting for the purpose of organization
and the transaction of business, if a quorum be present, immediately after the
annual meeting of the stockholders; or the time and place of such meeting may be
fixed by consent in writing of all the directors.
Regular meetings of the directors may be held without notice at such places
and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the Board of Directors may be called by the Chief
Executive Officer at any time or by the Secretary on the written request of any
two directors upon at least twelve hours personal notice to each director. For
purposes of this paragraph, personal notice shall be deemed given if telephonic
notice is given to the business office of a director during normal business
hours (8:00 a.m. to 5:00 p.m.) in the respective time zone in which the
director's office is located. Such special meetings shall be held at such place
or places as may be determined by the Chief Executive Officer or the
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directors calling the meeting, and shall be stated in the notice of the call of
the meeting.
Unless otherwise restricted by the Certificate of Incorporation or these
By-Laws, members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
Section 7. Quorum:
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A majority of the directors shall constitute a quorum for the transaction
of business. If at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of those present may adjourn the meeting from
time to time until a quorum is obtained, and no further notice thereof need be
given other than by announcement at the meeting which shall be so adjourned.
Section 8. Compensation:
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Directors shall not receive any stated salary for their services as
directors or as members of committees, except that by resolution of the Board of
Directors, retainer fees, meeting fees, expenses of attendance at meetings and
other benefits and payments may be authorized. Nothing herein contained shall be
construed to preclude
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any director from serving the Corporation in any other capacity as an officer,
agent or otherwise, and receiving compensation therefor.
Section 9. Action without Meeting:
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Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof, may be taken without a meeting, if prior
to such action a written consent thereto is signed by all members of the Board
of Directors, or of such committee as the case may be, and such written consent
is filed with the minutes of proceedings of the Board of Directors or committee.
Section 10. Amendment, Repeal, etc.:
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Notwithstanding anything contained in these By-Laws to the contrary, the
affirmative vote of the holders of at least 80% of the voting power of all of
the shares of the Corporation entitled to vote generally in the election of
directors shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article III.
ARTICLE IV. STANDING COMMITTEES
Section 1. Executive Committee:
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The executive committee of the Board of Directors shall consist of the
chairman of the board, the president, and not less than three nor more than
eight members elected by the directors from their own number. The chairman of
this committee shall be selected by the Board of Directors. The executive
committee in the interim between meetings
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of the Board of Directors shall exercise all of the powers of the Board of
Directors.
Section 2. Compensation Committee:
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The Board of Directors may elect from its own membership a compensation
committee of not less than three nor more than eight members whose chairman
shall also be named by the directors. The compensation committee shall prescribe
the compensation of all officers having an annual compensation of one hundred
fifty thousand dollars ($150,000) or more. The compensation of all other
officers shall be determined by the Chief Executive Officer.
Section 3. Audit Committee:
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The audit committee shall consist of not less than three nor more than
eight members elected by the directors from among their own number; provided,
however, that a majority of the members of the committee shall be outside
directors. The chairman of the committee shall also be selected by the Board of
Directors. The audit committee shall recommend to the Board the firm to be
employed by the Corporation as its external auditor; shall consult with the
persons chosen to be the external auditors with regard to the plan of audit;
shall review the fees of the external auditors for audit and non-audit services;
shall review, in consultation with the external auditors, their report of audit,
or proposed report of audit, and the accompanying management letter, if any;
shall review with management and the external auditor before publication or
issuance, the annual
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financial statement, and any annual reports to be filed with the Securities and
Exchange Commission; shall consult with the external auditors (periodically, as
appropriate, out of the presence of management) with regard to the adequacy of
the internal auditing and general accounting functions of the Corporation; shall
consult with the internal auditors (periodically, as appropriate, out of the
presence of management) with regard to cooperation of corporate divisions with
the internal auditing and accounting departments and the adequacy of corporate
systems of accounting and controls; shall serve as a communications liaison
between the Board of Directors, the external auditors, and the internal
auditors; and shall perform such other duties not inconsistent with the spirit
and purpose of the committee as are delegated to it by the Board of Directors.
Section 4. Finance Committee:
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The finance committee shall consist of not less than three nor more than
eight members elected by the directors from among their own number. The Chairman
of the committee shall also be selected by the Board of Directors. The finance
committee shall have special charge and control of all financial affairs of the
Company. The principal functions and responsibilities of the finance committee
are to: review and approve investment and loan policies; review and approve
asset- liability management policies; monitor corporate financial results;
recommend corporate financial actions, including dividends and capital
financing. The finance committee shall make recommendations to the Board of
Directors with respect to the terms and provisions of any
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issue of securities of the Company, including equity and debt securities, and
shall serve as the pricing committee in connection with any such financing and
shall authorize the execution of such underwriting agreements as may be
necessary or desirable to effectuate such issue.
Section 5. Meetings:
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Meetings of the executive committee, the compensation committee, and the
audit committee shall be held on call of the chairman of the board or any
committee member. Meetings may be held informally, by telephone, or by mail, and
it is not necessary that members of the committee be physically present together
in order for a meeting to be held. Two or more members of a committee shall
constitute a quorum.
ARTICLE V. OFFICERS
Section 1. Officers:
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The officers of the Corporation shall be a President, such Vice-Presidents
as shall from time to time be deemed necessary, a Secretary, a Treasurer, and
such other officers as may be deemed appropriate. A Chairman of the Board and a
Vice Chairman of the Board may also be elected. All such officers shall be
elected by the Board of Directors and shall hold office until their successors
are elected and qualified. None of the officers of the Corporation need be
directors. More than one office may be held by the same person.
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Section 2. Chairman of the Board:
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In the event that there is a Chairman of the Board, he shall preside at all
meetings of the Board of Directors and stockholders. He shall have and perform
such duties as usually devolve upon his office and such other duties as are
prescribed by the By-Laws and by the Board of Directors.
Section 3. Vice Chairman of the Board:
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The Vice Chairman of the Board shall in the absence or inability to act of
the Chairman of the Board preside at all meetings of the stockholders and
directors, and exercise and discharge the responsibilities and duties of the
Chairman of the Board. He shall have and perform such other duties as may be
prescribed or assigned by the Board of Directors or the Chairman of the Board.
Section 4. President:
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The President shall be the chief operating officer of the Corporation and
shall perform such duties as usually devolve upon his office and such other
duties as are prescribed by the By-Laws, by the Board of Directors, and by the
Chairman. In the absence or inability to act of the Chairman of the Board and
the vice Chairman of the Board or if the offices of Chairman of the Board and
vice Chairman of the Board shall be vacant, the President shall have and
exercise all the powers and duties of such office. If the Chairman of the Board,
vice Chairman of the Board or the President is absent from any meeting of
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the Board of Directors or stockholders where either was to have presided, the
other directors shall elect one of their number to preside at the meeting.
Section 5. Vice Presidents:
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The Vice Presidents shall perform such duties as may be assigned to them
from time to time by the By-Laws, the Board of Directors, the Chairman of the
Board, or the President.
Section 6. Treasurer:
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The Treasurer shall have custody of all funds of the Corporation. He shall
have and perform such duties as are incident to the office of Treasurer and such
other duties as may from time to time be assigned to him by the Board of
Directors, the Chairman, or the President.
Section 7. Secretary:
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The Secretary shall keep minutes of all meetings of the stockholders and
the Board of Directors unless otherwise directed by those bodies. He/She shall
have custody of the corporate seal, and the Secretary or any Assistant Secretary
shall affix the same to all instruments or papers requiring the seal of the
corporation. The Secretary, or in his/her absence, any Assistant Secretary,
shall attend to the giving and serving of all notices of the Corporation. He/She
shall perform all the duties incident to the office of Secretary, subject to the
control of the Board of Directors, and shall do and perform such other
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duties as may from time to time be assigned by the Board of Directors, the
Chairman, or the President.
Section 8. Other Officers and Agents:
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The Board of Directors may appoint such other officers and agents as it may
deem advisable, who shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors.
Section 9. Chief Executive Officer:
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The Chairman of the Board or the President, as may be designated by the
Board of Directors, shall serve as the chief executive officer of the
Corporation. Subject to the control of the Board of Directors, he shall be
vested with authority to act for the Corporation, and shall have general and
active management of the business of the Corporation and such other general
powers and duties of supervision and management as usually devolve upon such
office and as may be prescribed from time to time by the Board of Directors.
Section 10. Election and Term:
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The officers of the Corporation shall be elected annually by the Board of
Directors at the first meeting held after each annual meeting of stockholders.
Each officer shall hold office at the pleasure of the Board of Directors until
his death, resignation, retirement, or removal. Any officer may be elected by
the Board of Directors at other than annual meetings to serve until the first
meeting of the Board of
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Directors held after the annual meeting of stockholders next following his
election.
ARTICLE VI. MISCELLANEOUS
Section 1. Certificates of Stock:
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A certificate of stock or certificates of stock, signed by the Chairman or
Vice Chairman of the Board, the President or Vice-President, the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, shall be
adopted by the Board of Directors and shall be issued to each stockholder
certifying the number of shares owned by him in the Corporation. Any or all of
the signatures may be facsimiles.
Section 2. Lost Certificates:
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The Board of Directors may order a new certificate or certificates of stock
to be issued in the place of any certificate or certificates of the Corporation
alleged to have been lost or destroyed, but in every such case the owner of the
lost certificate or certificates shall first cause to be given to the
Corporation or its authorized agent a bond in such sum as said Board may direct,
as indemnity against any loss that the Corporation may incur by reason of such
replacement of the lost certificate or certificates; but the Board of Directors
may, at their discretion refuse to replace any lost certificate of stock save
upon the order of some court having jurisdiction in such matter and may cause
such legend to be inscribed
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on the new certificate or certificates as in the Board's discretion may be
necessary to prevent loss to the Corporation.
Section 3. Transfer of Shares:
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The shares of stock of the Corporation shall be transferable only upon its
books by the holders thereof in person or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books, and ledgers, or to the authorized agent of the
Corporation, by whom they shall be cancelled, and new certificates shall
thereupon be issued. A record shall be made of each transfer and whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
so expressed in the entry of the transfer. The Corporation may decline to
register on its stock books transfers of stock standing in the name of infants,
unless (a) the law of the state of which the infant is a resident relieves the
Corporation of all liability therefor in case the infant or anyone acting for
him thereafter elects to rescind such transfer, or (b) a court having
jurisdiction of the infant and the subject matter enters a valid decree
authorizing such transfer.
Section 4. Fractional Shares:
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No fractional part of a share of stock shall ever be issued by this
Corporation.
Section 5. Stockholders Record Date:
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In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. Dividends:
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Subject to the provisions of the Certificate of Incorporation, the Board of
Directors may, out of funds legally available therefore at any regular or
special meeting, declare dividends upon the capital stock of the Corporation as
and when they deem expedient. Before declaring any dividend there may be set
apart out of any fund of the Corporation available for dividends, such sum or
sums as the directors from time to time in their discretion deem proper for
working capital
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or as a reserve fund to meet contingencies or for equalizing dividends or for
such other purposes as the directors shall deem conducive to the interests of
the Corporation.
The corporation may decline to pay cash dividends to infant stockholders
except where full and valid release may be granted by the infant or under a
decree of court of competent jurisdiction.
Section 7. Seal:
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The corporate seal shall consist of two concentric circles between which
shall be "TORCHMARK CORPORATION DELAWARE" with a representation of the Corporate
Logogram in the center.
Section 8. Fiscal Year:
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The Fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.
Section 9. Checks:
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All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of the Corporation, and in such
manner as shall be determined from time to time by resolution of the Board of
Directors.
Section 10. Notice and Waiver of Notice:
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Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any
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notice so required shall be deemed to be sufficient if given by depositing the
same in the United States mail, postage prepaid, addressed to the person
entitled thereto at his address as it appears on the records of the Corporation,
and such notice shall be deemed to have been given on the date of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by statute.
Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Certificate of Incorporation of the
Corporation or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders given by the Corporation
under any provision of the Delaware General Corporation Law, the Certificate of
Incorporation, or these By-laws shall be effective if given by a form of
electronic transmission consented to by the stockholder to whom the notice is
given. Any such consent shall be revocable by the stockholder by written notice
to the Corporation. Notice given pursuant to this Article VI, Section 10 shall
be deemed given: (i) if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice; (ii) if by
electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (iii) if by a posting on an
electronic network together with separate
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notice to the stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (iv) if by any other
form of electronic transmission, when directed to the stockholder.
An affidavit of the Secretary or an Assistant Secretary or of the transfer
agent or other agent of the Corporation that the notice has been given in
writing or by a form of electronic transmission shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.
ARTICLE VII. AMENDMENTS
Except as otherwise provided in Articles II and III of these By-Laws, these
By-Laws may be altered or repealed and By-Laws may be adopted at any annual
meeting of the stockholders, or at any special meeting thereof if notice of the
proposed alteration or repeal or By-Law or By-Laws to be adopted is contained in
the notice of such special meeting, by the affirmative vote of a majority of the
stock issued and out-standing and entitled to vote thereat, or by the
affirmative vote of a majority of the Board of Directors, at any regular meeting
of the Board of Directors, or at a special meeting of the Board of Directors, if
notice of the proposed alteration or repeal, or By-Law or By-Laws to be adopted,
is contained in the notice of such special meeting.
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