Exhibit 3(ii)
BY-LAWS
OF
PRUCO LIFE INSURANCE COMPANY
as Amended Through May 6, 1997
ARTICLE I
GENERAL
Section 1.01. Name. The name of this corporation shall be PRUCO LIFE
INSURANCE COMPANY.
Section 1.02. Location. The location of the corporation and its principal
office shall be in Phoenix, Arizona, but it may have other offices at such
places throughout the world as the business of the corporation may require and
as the Board of Directors shall deem to be expedient.
Section 1.03. Seal. The corporate seal of the corporation shall be a
circular disc with the name of the corporation, the year of its organization,
and the word "Arizona" thereon.
Section 1.04. Fiscal Year. The fiscal year shall end on December 31.
ARTICLE II
The Stock
Section 2.01. Sale of Stock. The Board of Directors may sell and issue the
capital stock of the corporation to the full amount or number of shares
authorized by the Articles of Incorporation, in such amounts and upon such terms
of payment as from time to time shall be determined by the Board, and as may be
permitted by law.
Section 2.02. Stock Certificates. Certificates of stock shall, subject to
the provisions of the Articles of Incorporation, be in such form as may from
time to time be prescribed by the Board of Directors, shall be numbered and
entered in the books in the order issued, and shall be signed by the President
or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
and sealed with the corporate seal. To the extent permitted by law, all or any
of such signatures and/or seal may be facsimile.
Section 2.03. Registration of Transfers. Transfers of shares shall be
registered upon the books of the corporation by the registered holder in person
or by attorney, duly authorized, and on surrender of the certificate or
certificates for such shares, properly assigned for transfer.
Section 2.04. Lost, Stolen or Destroyed Certificates. Each certificate
issued shall be surrendered before a new certificate in lieu thereof shall be
issued, except in the case of the loss, theft or destruction of a certificate,
in which case a new certificate may be issued in place of the certificate so
lost, stolen or destroyed upon the filing of an affidavit reciting the
circumstances of such loss, theft or destruction and upon the filing of a bond
of indemnity to the corporation in form and amount satisfactory to the
directors.
ARTICLES III
Meetings of Stockholders
Section 3.01. General. All meetings of the stockholders shall be held at
the principal office of the corporation in the State of Arizona or at such other
place as determined by the Board of Directors and stated in the notice or waiver
of notice of the meeting.
Section 3.02. Voting. At all meetings, a stockholder may be represented and
may vote in person or by a proxy in writing filed with the Secretary before
voting. No proxy shall be voted after eleven months from its date unless such
proxy provides for a longer period, but in no event shall a proxy be valid after
three years from the date of execution. 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 the Articles of Incorporation or the laws
of the State of Arizona.
Section 3.03. Annual Meeting. The annual meeting of the stockholders shall
be held on the first Wednesday in May or each year, at an hour to be named in
the notice or waiver of notice of the meeting. If the date of the annual meeting
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falls on a legal holiday, the meeting shall be held on the next succeeding
business day.
Section 3.04. Special Meeting in Lieu of Annual Meeting. In case for any
reason the annual meeting is not held on the date specified in said Section
3.03, a meeting shall thereafter be held in lieu thereof and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. Such meeting shall be called in the same manner
and as provided for special meetings of the stockholders.
Section 3.05. Special Meetings. Special meetings of the stockholders may be
called by the President or a Vice President, or by vote of the Board of
Directors, and shall be called by the Secretary or, the case of death, absence,
incapacity or refusal of the Secretary, by any other officer upon the written
application of one or more stockholders who are entitled to vote and who hold at
least a tenth part in interest of the capital stock entitled to vote at the
meeting, stating the time, place and purpose of the meeting.
Section 3.06. Quorum. Except as otherwise required by law, by the Articles
of Incorporation or by the By-Laws, the presence, in person or by proxy, or
stockholders holding a majority of the shares of the corporation entitled to
vote shall constitute a quorum at all meetings of the stockholders. In case a
quorum shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting sine die or, without notice other than announcement
at the meeting, to a stated time and place, until a quorum is present. At any
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
Section 3.07. Notice of Meeting. A written or printed notice of all
stockholders' meetings, stating the place, date and time and purpose of said
meeting shall be given by the Secretary or an Assistant Secretary at least ten
days before such meeting to each stockholder entitled to vote, by leaving such
notice with him or at his residence or usual place of business or by mailing it,
postage prepaid, and addressed to such stockholder at his address as it appears
upon the books of the corporation, but no such notice of such meeting shall be
required if every stockholder entitled to notice thereof, or his attorney
thereunto authorized by a writing which is filed with the records of the
meeting, waives such notice, which such waiver may be executed and
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filed after such meeting has been held. The presence in person, by his attorney
or by proxy, of any person entitled to notice of such meeting shall be deemed a
waiver of such notice as to such person. Any person authorized hereunder to give
notice of any such meeting may make affidavit relative thereto, which, as to the
facts therein stated, shall be conclusive.
Section 3.08. Action Without Meeting. Any action required or permitted to
be taken at a meeting of stockholders by law or the Articles of Incorporation or
the By-Laws, may be taken without a meeting if all the stockholders entitled to
vote thereon consent thereto in writing.
ARTICLE IV
Directors
Section 4.01. General. The officers of the corporation shall consist of a
board of not less than five nor more than fifteen directors, the number to be
seven unless at the meeting at which they are elected and prior to balloting a
different number is fixed to be voted for, a President, one or more
Vice-Presidents, a Secretary, a Treasurer, a Comptroller, a Chief Actuary and
such other officers as the Board of Directors may find necessary or convenient
for the transaction of the business of the corporation.
Section 4.02. Election of Directors and Filling Vacancies. A Board of
Directors shall be elected by ballot at the annual meeting of the stockholders,
in accordance with the cumulative voting procedures prescribed by the laws of
Arizona. The directors shall serve until the next annual meeting of stockholders
and until their successors have been elected and qualified, but the Board of
Directors may fill any vacancy occurring in the office of director from whatever
cause in the interval between the annual meetings of the stockholders by
majority vote of the remaining directors in office, even though there may not be
a quorum, provided, however, that the stockholders entitled to vote may at a
stockholders' meeting called for that purpose fill any such vacancy in the Board
of Directors, if not already filled, or if already filled, substitute some other
person to fill such vacancy, in which case the term of office of the person so
elected by the Board of Directors to fill such vacancy shall forthwith
terminate. The holding of stock in the corporation shall not be a necessary
qualification for the election as a director of the corporation.
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Section 4.03. Increase or Decrease of Number. The number of directors may
be increased or decreased within the limits prescribed by Section 4.01 of these
By-Laws by vote of the stockholders at an annual or special meeting of the
stockholders, and the additional directors may be chosen at any such meeting to
hold office until the next annual election and until their successors are
elected and qualify.
Section 4.04. Resignations. 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 specified therein, and if no time be specified, at
the time of its receipt by the Board of Directors.
Section 4.05. Removal. Any director may be removed for cause at any annual
meeting of stockholders, or at a special meeting called for that purpose.
Section 4.06. General Powers. The property and business of the corporation
shall be managed by the Board of Directors, who shall have the power to control
and manage all of the affairs of the corporation and to exercise, in addition to
the powers and authorities by these By-Laws or by the Articles of Incorporation
expressly conferred upon them, all such powers as may be exercised, and to do
all such things as may be done by the corporation which are not expressly
reserved to the stockholders, subject to the provisions of the statutes and laws
of the State of Arizona, and it may restrict, enlarge or otherwise modify the
powers and duties of any or all of the officers of this corporation.
Section 4.07. Committees. The Board of Directors may, by resolution or
resolutions adopted by a majority of the entire Board, appoint one or more
committees, each committee to consist of three or more directors of the
corporation. Any such committee, to the extent provided in the resolution or in
the By-Laws of the corporation, shall have and may exercise all the authority of
the Board of Directors except that no such committee shall
(a) Make, alter or repeal any By-Law of the corporation;
(b) elect, appoint, or remove any director;
(c) submit to stockholders any action that requires stockholders' approval;
or
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(d) amend or repeal any resolution theretofore adopted by the Board.
Section 4.08. Quorum. A majority of the total number of directors elected
at the last election, but in no case less than three, shall constitute a quorum
for the transaction of business, but a lesser number may adjourn the meeting
sine die or to a stated time and place, and a majority of the members present at
any meeting at which a quorum is present shall decide any question brought
before such meeting except as otherwise may be provided by law. Any director
shall be counted present at any regular or special meeting of directors and
voting with the majority, if and when such directors shall subsequently approve
the minutes of such meeting and sign the same in the minute book; and such
signature shall be sufficient to make a quorum at such meeting, if necessary.
Section 4.09. Regular Meeting. Regular meetings of the Board of Directors
shall be held without notice following the adjournment of the annual meeting of
the stockholders or any special meeting held in lieu thereof on the same day at
the same time and place as such annual or special meeting and on such other day
and at such other time or place as shall be determined by the Board by prior
resolutions.
Section 4.10. Special Meeting. Special meetings of the Board may be called
by the Chairman of the Board or the President or, at the request of three
members of the Board of Directors, by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer. Notice of any special meeting shall be
given to each director stating the time, place and purpose of the meeting in one
of the following ways: either (a) by communicating actual notice thereof to such
director at least twenty-four hours before the time of such meeting, or (b) by
written notice thereof left at or telegraphed to a usual place of business of
such director or to his residence for the time being, in either case at least
forty-eight hours before the time of such meeting, or (c) by placing a written
notice thereof in the mail, postage prepaid, addressed to a usual place of
business of such director or to his legal residence or to his residence for the
time being, in any such case at least seventy-two hours before the time of such
meeting.
Section 4.11. Waiver of Notice. Notice of any meeting of the Board of
Directors and of the business to be transacted thereat may be waived in writing
before or after
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such meeting by any director, and the presence of any director at any meeting of
the Board shall be deemed a waiver of notice by him of the meeting and of the
business to be transacted thereat unless objection is made by him at the time
and noted on the records of the meeting of the Board. Any person authorized
hereunder to give notice of any such meeting may make affidavit relative
thereto, which, as to the facts therein stated, shall be conclusive.
Section 4.12. Action Without Meeting. A resolution in writing, signed by
all members of the Board, or any committee thereof, as the case may be, shall be
deemed to be the action of the Board or such committee as therein expressed,
with the same force and effect as if the same had been passed at a duly convened
meeting; and the Secretary shall record such resolution in the minute book under
its proper date.
ARTICLE V
Officers
Section 5.01. Officers. The officers of the corporation shall be a
President, a Secretary, a Comptroller, a Chief Actuary and a Treasurer, all of
whom shall be elected by the Board of Directors and who shall hold office,
subject to the By-Laws, until their successors are elected and qualified. In
addition, the Board of Directors may elect a Chairman of the Board, one or more
Vice Presidents and such Assistant Secretaries, Assistant Treasurer, Assistant
Actuaries and Assistant Comptrollers as the Board may deem advisable. None of
the officers of the corporation need be directors. Vacancies occurring among the
officers shall be filled by the directors. Any officer may be removed by the
Board, with or without cause, at any time.
Section 5.02. Other Officers. In addition to the officers named in the
preceding By-Laws, the Board of Directors may, without limitation, establish
such other officers as it may from time to time find necessary or convenient for
the transaction of the corporation's business and may provide for the
appointment or election of officers to fill such offices and fix their powers,
duties and terms of office.
Section 5.03. Bonds. The directors may require the Treasurer and any and
all other officers to give bonds to the corporation with good and sufficient
surety for the faithful performance of their respective duties and offices.
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Section 5.04. Qualification, Absence or Disability of Officers. The holding
of stock in the corporation shall not be a necessary qualification for election
as an officer of the corporation. In the case of the absence or disability of
any officer of the corporation, the Board of Directors may appoint some other
person to exercise for the time being the powers and perform the duties of such
officer in his place and the authority of such person shall continue until it is
revoked by the Board.
Section 5.05. Chairman of the Board. The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
Section 5.06. President. The President shall be the chief executive officer
of the corporation. He shall preside at all meetings of the stockholders if
present thereat, and in the absence or non-election of the Chairman of the
Board, at all meetings of the Board of Directors. He shall have absolute power
to supervise and direct the business of the corporation, subject only to the
power and authority of the Board of Directors and shall, subject to the power of
the Board, have power to appoint, remove and fix the compensation of all persons
employed or to be employed by the corporation in any capacity whatsoever
excepting the officers elected by the Board of Directors, and shall have such
other powers as may be prescribed by the Board or the By-Laws.
Section 5.07. Vice President. The Vice President, or if more than one, the
Vice Presidents in the order established by the Board of Directors, shall in the
absence or incapacity of the President, perform the duties of the President. In
other respects, each Vice President shall exercise such powers and perform such
duties as may be prescribed by the President, the Board of Directors or the
By-Laws.
Section 5.08. Secretary. The Secretary shall keep the minutes of the
meetings of the Board of Directors and any committees thereof and of the
stockholders. He shall have the custody of the seal of the corporation and shall
affix the seal to documents when authorized to do so. He shall perform all other
duties usual to that office, and shall also perform such other duties and have
such powers as may be prescribed or assigned to him from time to time by the
President, the Board of Directors or the By-Laws.
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Section 5.09. Treasurer. The Treasurer shall, except as may be otherwise
provided in the By-Laws or by the Board of Directors, perform all the duties
customary to that office, have the care and custody of the funds and securities
of the corporation and deposit the same with such depositories as the Board of
Directors may designate. The Treasurer shall also perform such other duties and
have such powers as may be prescribed or assigned to him from time to time by
the President, the Board of Directors or the By-Laws.
Section 5.10. Comptroller. The Comptroller shall supervise the accounts of
the corporation, shall have supervision over and responsibility for the books,
records, accounting and system of accounting and auditing in each office of the
corporation, and shall perform such other duties as may be assigned to him by
the President, the Board of Directors or the By-Laws.
Section 5.11. Chief Actuary. The Chief Actuary shall make calculations and
tables, shall audit the insurance portion of the annual statements, collect and
arrange data, books, documents, tables and official statements upon the business
of insurance and annuities, and perform such other acts, which may be of an
executive character, as may be required by the President, the Board of Directors
or the By-Laws.
Section 5.12. Assistant Officers. Assistant Secretaries, Treasurers,
Comptrollers, and Actuaries, if any, shall be elected and shall have such powers
and shall perform such duties as shall be assigned to them, respectively, by the
President, the Board of Directors or the By-Laws.
ARTICLE VI
Execution of Contracts, Checks, Etc.
Section 6.01. Execution of Insurance and Annuity Contracts. The President
or a Vice President and the Secretary or an Assistant Secretary shall execute
all contracts of insurance and annuity either by signing such contracts manually
or by causing to be thereto affixed their respective facsimile signatures duly
adopted by each of them for the purpose with the approval of the Board of
Directors. In case any officer, as aforesaid, who shall have signed a contract
form or whose facsimile signature shall have been affixed thereto shall cease to
be such officer by reason of
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death, or otherwise before such contract shall have been issued and delivered,
such contract may nevertheless be issued and delivered unless the Board of
Directors shall otherwise determine, and any such contract so issued and
delivered shall be as binding upon the corporation as though every officer who
signed the same or whose facsimile signature was affixed thereto, as aforesaid,
had continued to be such officer of the corporation.
Section 6.02. Checks, Etc. All checks, drafts or orders for the payment of
money shall be signed by such officer or officers or agent or agents, and in
such manner, as shall be determined from time to time by the Board of Directors.
Section 6.03. Execution of Other Instruments. The President or any one of
the Vice Presidents shall have power to execute on behalf of the corporation all
instruments, deeds, contracts and other corporate acts and papers, subject only
to the provisions of Sections 6.01 and 6.02 of these By-Laws.
ARTICLE VII
Conflicting Interests
No director, officer or employee of the Corporation at Manager level or
higher shall have any position with or a substantial interest in any other
enterprise operated for profit, (other than The Prudential Insurance Company of
America or any direct or indirect subsidiary thereof) the existence of which
would conflict or might reasonably be supposed to conflict with the proper
performance of his or her Corporate responsibilities, or, which might tend to
affect his or her independence of judgment with respect to transactions between
the Corporation and such other enterprise.
If a director or any such officer or employee has a position with or
substantial interest in another such enterprise, which, when acquired, did not
create such an actual or apparent conflict of interest, he or she shall make
timely disclosure of such position or interest to the Board of Directors when he
or she learns that there is an impending transaction between such enterprise and
the Corporation or The Prudential Insurance Company of America or any subsidiary
or affiliate of either the Corporation or Prudential that might create such an
actual or apparent conflict.
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The Board of Directors, which may act through an appropriate committee or
sub-committee, shall adopt such regulations and procedures as shall from time to
time appear to it sufficient to secure compliance with the above policy.
ARTICLE VIII
Indemnification
Every former and present officer and director of the corporation shall be
indemnified by the corporation against all expenses incurred by him, including
legal fees, or judgments or penalties rendered or levied against him in a legal
action brought against him for actions or omissions alleged to have been
committed by him while acting within the scope of his employment as an officer
or director of the corporation, or in the settlement of any such proceedings,
whether or not he is an officer or director at the time such expenses are
incurred, judgments or penalties are rendered or levied and settlement made,
provided that the Board of Directors shall determine in good faith that he did
not act, fail to act or refuse to act willfully or with gross negligence or with
fraudulent or criminal intent in regard to the matter involved in the action;
and further provided that in the event of a settlement, the indemnification
herein provided shall apply only if the Board of Directors shall approve such
settlement and reimbursement and determine in good faith that such settlement
and reimbursement is in the best interest of the corporation. The foregoing
right of indemnification shall be in addition to and not exclusive of all other
rights to which such officer or director may be entitled.
Pursuant to a resolution of the Board of Directors of the corporation, the
corporation may, subject to the same qualifications, also indemnify (i) any one
or more present or future members of a variable contract account committee
established pursuant to subsection E of A.R.S. (2C-651 and (ii) any one or more
present or future directors, trustees or officers of any other corporation,
which members, directors, trustees or officers shall be serving as such at the
request of the corporation because of the corporation's interest in such
variable contract account or other corporation, or the legal representative of
any such member, director, trustee or officer, against such costs, expenses and
counsel fees; provided that, subject to renewal by resolution of the Board of
Directors of the corporation, any
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such indemnification of any such member, director, trustee or officer shall be
in respect of action taken or omitted by him, as such, during a period of not
more than one year, except that, if the period prior to the first annual meeting
of persons having voting rights in respect of such variable contract account or
of stockholders of such corporation shall be longer than one year, such
indemnification may be in respect of action taken or omitted by him during such
period.
Any right to indemnification provided by or pursuant to the foregoing
provisions of this By-Law shall not be exclusive of any other rights to which
any such member, director, trustee or officer or his estate or legal
representative may be entitled as a matter of law and shall inure to the benefit
of the estate or legal representative of a deceased member, director, trustee or
officer.
ARTICLE IX
Amendment of By-Laws
The By-Laws may be altered or repealed and new By-Laws may be made by vote
of the stockholders at any meeting of the stockholders. The Board of Directors
may also alter or repeal the By-Laws and make new By-Laws at any meeting of the
Board of Directors; provided, however, that any By-Laws made by the Board of
Directors may be altered or repealed, and new By-Laws made by the stockholders.