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BYLAWS
OF
CONNING CORPORATION
Effective June 12, 1997
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BYLAWS
OF
CONNING CORPORATION
INDEX
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Page
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ARTICLE ONE OFFICES; DEFINITIONS.......................................... 1
Section 1.1 Registered Office........................................ 1
Section 1.2 Other Offices............................................ 1
Section 1.3 Definitions.............................................. 1
ARTICLE TWO SHAREHOLDERS' MEETINGS........................................ 1
Section 2.1 Place of Meetings........................................ 1
Section 2.2 Annual Meetings.......................................... 1
Section 2.3 Special Meeting.......................................... 2
Section 2.4 Notice of Meetings....................................... 2
Section 2.5 List of Shareholders Entitled to Vote.................... 2
Section 2.6 Quorum; Adjournment; Postponement........................ 2
Section 2.7 Voting................................................... 3
Section 2.8 Action by Consent........................................ 4
Section 2.9 Advance Notice of Nominations and Shareholder Proposals.. 4
ARTICLE THREE BOARD OF DIRECTORS.......................................... 7
Section 3.1 Number, Election and Term................................ 7
Section 3.2 Powers................................................... 7
Section 3.3 Meetings; Quorum......................................... 7
Section 3.4 Action by Consent........................................ 8
Section 3.5 Resignation of Directors................................. 8
Section 3.6 Compensation of Directors................................ 8
Section 3.7 Committees; General Rules................................ 8
Section 3.8 Qualifications........................................... 9
ARTICLE FOUR OFFICERS..................................................... 9
Section 4.1 Number, Election and Term................................ 9
Section 4.2 Chairman of the Board.................................... 10
Section 4.3 President................................................ 10
Section 4.4 Vice Presidents.......................................... 10
Section 4.5 Secretary and Assistant Secretaries...................... 10
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Section 4.6 Treasurer and Assistant Treasurers....................... 10
Section 4.7 Controller and Assistant Controllers..................... 11
Section 4.8 Appointed Officers....................................... 11
ARTICLE FIVE CAPITAL STOCK................................................ 11
Section 5.1 Stock Certificates....................................... 11
Section 5.2 Transfer of Stock........................................ 12
Section 5.3 Closing of Transfer Books and Fixing of Record Date...... 12
Section 5.4 Lost or Destroyed Certificates........................... 13
Section 5.5 Transfer Agents and Registrars........................... 13
ARTICLE SIX CORPORATE SEAL................................................ 13
ARTICLE SEVEN FISCAL YEAR................................................. 13
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BYLAWS
OF
CONNING CORPORATION
ARTICLE ONE
OFFICES; DEFINITIONS
Section 1.1 Registered Office. The registered office of the
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Corporation in Missouri shall be located at 700 Market Street, St. Louis,
Missouri, or at such other address within the State of Missouri as the Board
of Directors may from time to time authorize by duly adopted resolution.
Section 1.2 Other Offices. The Corporation may maintain such
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other offices both within and without the State of Missouri as the business
of the Corporation may from time to time require or as the Board of Directors
may determine.
Section 1.3 Definitions. Unless the context otherwise requires,
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defined terms herein shall have the meaning ascribed thereto in the Articles
of Incorporation (the "Articles").
ARTICLE TWO
SHAREHOLDERS' MEETINGS
Section 2.1 Place of Meetings. All meetings of the shareholders
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shall be held at such place within or without the State of Missouri as may
be, from time to time, fixed or determined by the Board.
Section 2.2 Annual Meetings. The annual meeting of shareholders
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for the election of Directors and for the transaction of such other business
as properly may come before such meeting shall be held on the second Tuesday
in May in each year if not a legal holiday or, if a legal holiday, on the
next succeeding business day not a legal holiday, commencing with May 12,
1998; provided, however, the day fixed for such meeting in any year may be
changed, by resolution of the Board of Directors, to such other day in April,
May, June, July or August which is not a legal holiday, as the Board of
Directors may deem to be desirable or appropriate, subject to any applicable
limitations of law. Every meeting of the shareholders shall be convened at
the hour stated in the notice for the meeting and continue until declared
adjourned by a vote of the shareholders present or declared adjourned by the
presiding officer.
Section 2.3 Special Meeting. Special meetings of the
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shareholders or of the holders of any special class of stock of the
Corporation, unless otherwise prescribed by statute or by
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the Articles of Incorporation, may be called only by the affirmative vote of a
majority of the entire Board of Directors or by the Chairman of the Board of
Directors or the President by request of such a meeting in writing. Such
request shall be delivered to the Secretary of the Corporation and shall state
the purpose or purposes of the proposed meeting. Upon such direction or
request, subject to any requirements or limitations imposed by the Corporation's
Articles of Incorporation, by these Bylaws or by law, it shall be the duty of
the Secretary to call a special meeting of the shareholders to be held at such
time as is specified in the request.
Section 2.4 Notice of Meetings. Written or printed notice of
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each meeting of shareholders, stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered or given not less than 10 nor more than
70 days before the date of the meeting, either personally or by mail, by or
at the direction of the Secretary to each shareholder of record entitled to
vote at such meeting. Attendance of a shareholder at any meeting shall
constitute a waiver of notice of such meeting except where such shareholder
attends the meeting for the sole and express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Any notice of a shareholders' meeting sent by mail shall be deemed
to be delivered when deposited in the United States mail with first class
postage thereon prepaid, addressed to the shareholder at such shareholder's
address as it appears on the records of the Corporation.
Section 2.5 List of Shareholders Entitled to Vote. At least ten
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(10) days before each meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting shall be prepared and arranged
in alphabetical order with the address of each shareholder and the number of
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the Corporation
and shall be subject to inspection by any shareholder at any time during
usual business hours. Such list shall also be produced and kept open at the
time and place of the meeting, and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in the State of Missouri, shall
be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders. Failure to comply with the above requirements in respect of
lists of shareholders shall not affect the validity of any action taken at
such meeting.
Section 2.6 Quorum; Adjournment; Postponement. The holders of a
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majority of the outstanding shares entitled to vote at any meeting,
represented in person or by proxy, shall be requisite and shall constitute a
quorum at a meeting of shareholders, except as otherwise provided by law, the
Articles or these Bylaws. The shareholders present at a meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of such number of shareholders as to reduce
the remaining shareholders to less than a quorum. Whether or not a quorum is
present, the chairman of the meeting or a majority of the shareholders
entitled to vote thereat, present in person or by proxy, shall have power,
except as otherwise provided by statute, successively to adjourn the meeting
to such time and place as they may determine, to a date not longer than
ninety (90) days after each such adjournment, and no notice of any such
adjournment need be given to shareholders if the time and place of the
adjourned meeting are announced at the meeting at which the adjournment is
taken. At any adjourned meeting at
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which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally called.
A shareholder's meeting may be successively postponed by
resolution of the board of directors to a specified date up to a date ninety
days after such postponement or to another place, provided public notice of
such postponement is given prior to the date previously scheduled for the
meeting. Such notice shall state the new date and place of such postponed
meeting.
For purposes of this Section 2.6, "adjournment" means a delay in
the date, which may also be combined with a change in the place, of a meeting
after the meeting has been convened; "postponement" means a delay in the
date, which may be combined with a change in the place, of the meeting before
it has been convened, but after the time and place thereof have been set
forth in a notice delivered or given to shareholders; and public notice shall
be deemed to have been given if a public announcement is made by press
release reported by a national news service or in a publicly available
document filed with the United States Securities and Exchange Commission.
Section 2.7 Voting. Subject to the rights of any holders of
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preferred stock and to the provisions of the Articles of Incorporation, each
outstanding share entitled to vote under the provisions of the Articles of
Incorporation shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders and, if a quorum is present, the
affirmative vote of a majority of the shares represented at the meeting shall
be the act of the shareholders unless the vote of a greater number of shares
is required by the Articles, by these Bylaws or by law. No person shall be
admitted to vote on any shares belonging or hypothecated to the Corporation.
A shareholder may vote either in person or by proxy, but no proxy shall be
voted after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Without limiting the manner in which a
shareholder may authorize a person to act for the shareholder as proxy, the
following shall constitute a valid means by which a shareholder may grant
such authority:
(1) A shareholder or the shareholder's duly
authorized attorney in fact may execute a writing authorizing
another person to act for the shareholder as proxy. Execution may
be accomplished by the shareholder or duly authorized attorney in
fact signing such writing or causing the shareholder's signature to
be affixed to such writing by any reasonable means, including, but
not limited to, facsimile signature;
(2) A shareholder may authorize another person to act
for the shareholder as proxy by transmitting or authorizing
transmission of a telegram, cablegram, facsimile or other means of
electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will
be the holder of the proxy to receive such transmission, provided
that any such telegram, cablegram, facsimile or other means of
electronic transmission shall either set forth or be submitted with
information from which it can be determined that the telegram,
cablegram, facsimile or other electronic transmission was
authorized by the shareholder. If it is determined that such
telegrams, cablegrams, facsimiles or other electronic transmissions
are valid, the inspectors or, if there are no
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inspectors, such other persons making such determination shall specify
the information upon which they relied.
Section 2.8 Action by Consent. Unless otherwise prescribed by
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the Articles of Incorporation, any action required or permitted to be taken
by the shareholders of the Corporation may, if otherwise allowed by law, be
taken without a meeting of shareholders only if consents in writing, setting
forth the action so taken, are signed by all of the shareholders entitled to
vote with respect to the subject matter thereof.
Section 2.9 Advance Notice of Nominations and Shareholder
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Proposals. All nominations of individuals for election to the Board and
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proposals of business to be considered at any meeting of the shareholders
shall be made as set forth in this Section 2.9 of Article Two.
(a) Annual Meeting of Shareholders. (1) Nominations of
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individuals for election to the Board and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the Corporation's notice of meeting, (ii) by or
at the direction of the Directors or (iii) by any shareholder of the
Corporation who was a shareholder of record at the time of giving of notice
provided for in this Section 2.9(a) of Article Two, who is entitled to vote
at the meeting and who complied with the notice procedures set forth in this
Section 2.9(a) of Article Two.
(2) For nominations or other business to be
properly brought before an annual meeting by a shareholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 2.9 of Article Two, the shareholder
must have given timely notice thereof in writing to the Secretary. To be
timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year's annual
meeting or not less than 60 days nor more than 90 days prior to May 12, 1998,
in the case of the next annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first
made. Such shareholder's notice shall set forth (i) as to each person whom
the shareholder proposes to nominate for election or reelection as a Director
(a) the name, age, business and residential addresses, and principal
occupation or employment of each proposed nominee, (b) the class and number
of shares of capital stock that are beneficially owned by such nominee on the
date of such notice, (c) a description of all arrangements or understandings
between the shareholder and each nominee and the name of any other person or
persons pursuant to which the nomination or nominations are to be made by the
shareholder, (d) all other information relating to such person that is
required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and (e) the written consent of each proposed nominee to being named as a
nominee in the proxy statement and to serve as a Director of the Corporation
if so elected; (ii) as to any other business that the shareholder proposes to
bring before the meeting, a brief description of the business desired
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to be brought before the meeting, the reasons for conducting such business at
the meeting and any material interest in such business of such shareholder and
of the beneficial owner, if any, on whose behalf the proposal is made; and (iii)
as to the shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, (x) the name and address of
such shareholder, as they appear on the Corporation's books, and of such
beneficial owner, (y) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such shareholder
and such beneficial owner, and (z) a representation that the shareholder
intends to appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice or to propose such other business. The
Corporation may require any proposed nominee to furnish any information, in
addition to that furnished pursuant to clause (i) above, it may reasonably
require to determine the eligibility of the proposed nominee to serve as a
Director of the Corporation.
(3) Notwithstanding anything in the second sentence
of paragraph (a)(2) of this Section 2.9 of Article Two to the contrary, in
the event that the number of Directors to be elected to the Board is
increased and there is no public announcement naming all of the nominees for
Director or specifying the size of the increased Board made by the
Corporation at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this Section 2.9(a)
of Article Two shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following
the day on which such public announcement is first made by the Corporation.
(b) Special Meetings of Shareholders. Only such business
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shall be conducted, and only such proposals shall be acted upon, at a special
meeting of shareholders as shall have been brought before a meeting pursuant
to the Corporation's notice of meeting. Nominations of persons for election
to the Board may be made at a special meeting of shareholders at which
Directors are to be elected (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board, or (iii) provided that the
Board has determined that Directors shall be elected at such special meeting,
by any shareholder of the Corporation who is a shareholder of record at the
time of giving of notice provided for in this Section 2.9 of Article Two, who
is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 2.9(b) of Article Two. In the event the
Corporation calls a special meeting of shareholders for the purpose of
electing one or more Directors to the Board, any such shareholder may
nominate a person or persons (as the case may be) for election to such
position as specified in the Corporation's notice of meeting, if the
shareholder's notice required by paragraph (a)(2) of this Section 2.9 of
Article Two shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the 90th day prior to such
special meeting and not later than the close of business on the later of the
60th day prior to such special meeting or the tenth day following the day on
which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board to be elected at such meeting. No
other proposals of business by a shareholder other than the nomination of
persons for election to the Board requested by a shareholder, as provided in
this Section 2.9(b), may be considered at a special meeting of the
shareholders.
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(c) General. (1) Only such persons who are nominated in
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accordance with the procedures set forth in this Section 2.9 of Article Two
shall be eligible to serve as Directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in this Section 2.9 of
Article Two. The Board of Directors may reject any nomination or shareholder
proposal submitted for consideration at any meeting of shareholders which is
not made in accordance with the terms of this Section 2.9 of Article Two or
which is not a proper subject for shareholder action in accordance with
provisions of applicable law. Alternatively, if the Board of Directors fails
to consider the validity of any nomination or shareholder proposal, the
presiding officer of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this Section
2.9 of Article Two and, if any proposed nomination or business is not in
compliance with this Section 2.9 of Article Two, to declare that such
defective nomination or proposal be disregarded. This provision shall not
prevent the consideration and approval or disapproval at the meeting of
reports of officers, Directors and committees of the Board of Directors, but,
in connection with such reports, no new business shall be acted upon at the
meeting unless stated, filed and received as herein provided.
(2) For purposes of this Section 2.9 of Article Two, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press, Reuters or comparable news service or
in a document publicly filed by the Company with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
Section 2.9 of Article Two, a shareholder shall also comply with all
applicable requirements of state law and of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this
Section 2.9 of Article Two. Nothing in this Section 2.9 of Article Two shall
be deemed to affect any rights of shareholders to request inclusion of
proposals in the Company's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
ARTICLE THREE
BOARD OF DIRECTORS
Section 3.1 Number, Election and Term.
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(a) The Board of Directors shall consist of five persons;
provided, however, that in no event shall the number of Directors be less
than three (3); provided, further, that except as otherwise provided in the
Articles of Incorporation, the number of Directors provided herein may be
amended from time to time only by the affirmative vote of a majority of the
Board of Directors; and provided, further, that any change in the number of
Directors shall be reported to the Secretary of State of the State of
Missouri within 30 calendar days of such change.
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(b) The Board of Directors shall be divided into three classes,
as nearly equal in number as possible. In the event of any increase in the
number of Directors, any additional Directors shall be added to such classes
as may be necessary so that all classes shall be as nearly equal in number as
possible. In the event of any decrease in the number of Directors, all
classes of Directors shall be decreased as nearly equally as may be possible.
No reduction in the number of Directors shall affect the term of office of
any incumbent Director. Subject to the foregoing, the Board of Directors
shall determine the class or classes to which any additional Directors shall
be added and the class or classes which shall be decreased in the event of
any decrease in the number of Directors.
(c) With respect to the current Board of Directors of the
Corporation, the first class of Directors shall hold office until the first
annual meeting of shareholders in 1998, the second class of Directors shall
hold office until the second annual meeting of shareholders in 1999 and the
third class of Directors shall hold office until the third annual meeting of
shareholders in 2000, or in each case, until his or her successor is elected
and qualified. Thereafter, Directors shall be elected to hold office for a
term of three years or, in each case, until his or her successor is elected
and qualified, and at each annual meeting of shareholders, the successors to
the class of Directors whose terms shall then expire shall be elected for a
term expiring at the third succeeding annual meeting after that election.
Section 3.2 Powers. The property and business of the
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Corporation shall be managed and controlled by or under the direction of the
Board of Directors, which shall exercise or direct the exercise of all of the
powers of the Corporation and do or cause to be done all acts and things as
are not, by the Articles, by these Bylaws or by law, directed or required to
be done or exercised by the shareholders.
Section 3.3 Meetings; Quorum. Regular meetings of the Board of
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Directors shall be held at such places, within or without the State of
Missouri, and on such days and at such times as shall be fixed from time to
time by the Board of Directors. Rules of procedure for the conduct of such
meetings may be adopted by resolution of the Board of Directors. Notice of
such regular meetings need not be given. A majority of members of the Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but a lesser number may adjourn a meeting
to another time or day if a quorum is not present. 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, unless the act of a greater number is
required by the Articles, by these Bylaws or by law. Special meetings of the
Board of Directors may be held at any time and place, within or without the
State of Missouri, upon the call of the Chairman of the Board of Directors,
the President or Secretary of the Corporation by oral, written, telefax or
telegraphic notice duly given, sent or mailed to each Director, at such
Director's last known address, not less than twenty-four hours before such
meeting; provided, however, that any Director may, at any time, in writing or
by telegram, waive notice of any meeting at which he or she may not be or may
not have been present. Attendance of a Director at any meeting shall
constitute a waiver of notice of the meeting except where a Director attends
a meeting for the sole and express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.
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Members of the Board of Directors or of any committee designated
by the Board of Directors may participate in a meeting of the Board of
Directors or committee by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other, and participation in a meeting in this manner shall
constitute presence in person at the meeting.
Section 3.4 Action by Consent. Any action which is required to
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be or may be taken at a meeting of the Directors may be taken without a
meeting if consents in writing, setting forth the action so taken, are signed
by all the Directors. Any action which is required to be or may be taken at
a meeting of a committee of Directors may be taken without a meeting if
consents in writing, setting forth the action so taken, are signed by all the
members of the committee.
Section 3.5 Resignation of Directors. Any Director of the
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Corporation may resign at any time by giving written notice of such
resignation to the Board of Directors, the Chairman of the Board of
Directors, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if no time be
specified, upon receipt thereof by the Board of Directors or one of the
above-named Officers; and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.6 Compensation of Directors. Directors, as such, may
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receive such compensation and be reimbursed for expenses of attendance at any
meeting of the Board of Directors as shall be determined by resolution of the
Board of Directors. Nothing herein contained shall be construed to preclude
any Director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 3.7 Committees; General Rules. The Board of Directors,
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by resolution adopted by a majority of the entire Board of Directors, may
designate two or more Directors to constitute a committee. Each committee,
to the extent provided in such resolution, shall have and may exercise the
authority of the Board of Directors, as so delegated in the resolution, in
the management of the Corporation. Each committee of the Board of Directors
shall keep regular minutes of its proceedings and report the same to the
Board of Directors when required. Vacancies in the membership of each
committee shall be filled by the Board of Directors at any regular or special
meeting of the Board of Directors. At all meetings of a committee, a
majority of the committee members then in office shall constitute a quorum
for the purpose of transacting business, and the acts of a majority of the
committee members present at any meeting at which there is a quorum shall be
the acts of the committee. A Director who may be disqualified, by reason of
personal interest, from voting on any particular matter before a meeting of a
committee may nevertheless be counted for the purpose of constituting a
quorum of the committee.
Section 3.8 Qualifications. No person shall be eligible for
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election as a Director if such person's 70th birthday shall fall on a date
prior to the commencement of the term for which such person is to be elected
or appointed. No person shall be qualified to be elected and to hold office
as a Director if such person is determined by a majority of the entire Board
of Directors to have acted in a manner contrary to the best interests of the
Corporation, including, but not limited to, the violation of either Federal
or State law, maintenance of interests not properly authorized and
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in conflict with the interests of the Corporation, or breach of any agreement
between that Director and the Corporation relating to his or her services as
a Director, employee or agent of the Corporation. A Director need not be a
shareholder.
ARTICLE FOUR
OFFICERS
Section 4.1 Number, Election and Term. The officers of the
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Corporation shall be a Chairman of the Board, a President and a Secretary who
shall be chosen by the Board of Directors at its first meeting after each
annual meeting of shareholders. The Board of Directors may also choose one
or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and
Assistant Treasurers and such other officers as the Board of Directors may
deem appropriate. Any two or more offices, except those of President and
Vice President or President and Secretary, may be held by the same person.
Officers of the Corporation may be given distinctive designations such as
Executive Vice President, Group Vice President, Senior Vice President, Chief
Operating Officer, Chief Administrative Officer and Chief Financial Officer.
All officers, unless sooner removed, shall hold their respective offices
until the first meeting of the Board of Directors after the next succeeding
election of the Board of Directors and until their successors shall have been
duly elected and qualified.
Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors with or without cause
whenever, in its judgment, the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any vacancy occurring in any such
office of the Corporation may be filled only by the Board of Directors.
Section 4.2 Chairman of the Board. The Chairman shall be the
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Chief Executive Officer of the Corporation. In addition to his duties as
Chairman and Chief Executive Officer, he or she shall be responsible for the
general and active management of the business and affairs of the Corporation,
subject only to the control of the Board of Directors, shall have full
authority in respect to the signing and execution of deeds, bonds, mortgages,
contracts and other instruments of the Corporation; and, in the absence or
disability of the President, shall exercise all of the powers and discharge
all of the duties of the President. Unless otherwise determined by the Board
of Directors, he or she shall also be, ex officio, a member of all standing
Committees of the Board of Directors, shall preside at all meetings of the
shareholders and Directors at which he or she is present and shall perform
any other duties prescribed by the Board of Directors or these Bylaws.
Section 4.3 President. In the absence of the Chairman of the
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Board of Directors, the President shall preside at all meetings of the
shareholders and Directors at which he or she is present. He or she shall
perform any duties prescribed by the Chairman or the Board of Directors and
shall see that all orders and resolutions of the Board of Directors are
carried into effect.
The President shall have equal authority with the Chairman to
execute bonds, mortgages and other contracts requiring a seal, under the seal
of the Corporation, except where
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permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or
agent of the Corporation.
Section 4.4 Vice Presidents. The Vice Presidents, if any,
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in the order of their seniority shall, in the absence or
disability of the President, perform the duties and exercise the
powers of the President, and shall perform any other duties
prescribed by the Chairman, the President or the Board of
Directors.
Section 4.5 Secretary and Assistant Secretaries. The
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Secretary shall keep or cause to be kept a record of all meetings
of the shareholders and the Board of Directors and record all
votes and the minutes of all proceedings in a book to be kept for
that purpose. He or she shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings
of the Board of Directors, and shall perform any other duties
prescribed by the Board of Directors or the President, under
whose supervision he or she shall be. He or she shall keep in
safe custody the seal of the Corporation and shall affix the same
to any instrument requiring it.
The Assistant Secretaries, if any, in order of their
seniority shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and
shall perform any other duties prescribed by the Chairman, the
President or the Board of Directors.
Section 4.6 Treasurer and Assistant Treasurers. The
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Treasurer, if any, shall have the custody of the corporate funds
and securities, shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation, shall
deposit 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 and shall perform any other
duties prescribed by the Chairman, the President or the Board of
Directors.
The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President and
Directors, at the regular meetings of the Board of Directors, or
whenever they may require it, an account of all his or her
transactions as Treasurer and of the financial condition of the
Corporation.
If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his or her office and
for the restoration to the Corporation, in case of his or her
death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever
kind in his or her possession or under his or her control
belonging to the Corporation.
The Assistant Treasurers, if any, in the order of their
seniority shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and
shall perform any other duties prescribed by the Board of
Directors.
Section 4.7 Controller and Assistant Controllers. The
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Controller, if one is elected by the Board of Directors, shall
have charge of the accounting records of the Corporation,
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shall maintain appropriate internal control and auditing of the
Corporation, and shall perform such other duties as directed by
the Board of Directors, the Chairman or other senior officers.
The Assistant Controllers, if any, in order of their seniority
shall, in the absence or disability of the Controller, perform
the duties and exercise the powers of the Controller and shall
have any other duties prescribed by the Board of Directors.
Section 4.8 Appointed Officers. In addition to the
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corporate officers elected by the Board of Directors, the
Chairman may, from time to time, appoint one or more other
persons as appointed officers who shall not be deemed to be
corporate officers, but may, respectively, be designated with
such titles as the Chairman may deem appropriate. The Chairman
may prescribe the powers to be exercised and the duties to be
performed by each such appointed officer, may designate the term
for which each such appointment is made, and may, from time to
time, terminate any or all of such appointments with or without
cause. Such appointments and termination of appointments shall
be reported periodically to the Board of Directors.
ARTICLE FIVE
CAPITAL STOCK
Section 5.1 Stock Certificates. Every holder of stock in the
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Corporation shall be entitled to have a certificate, in any form
approved by the Board of Directors, certifying the number and
class of shares owned by the shareholder in the Corporation,
signed by the Chairman, the President or a Vice President and by
the Secretary or Treasurer or an Assistant Secretary or Assistant
Treasurer of the Corporation and sealed with the seal of the
Corporation. If the certificate is countersigned by a transfer
agent other than the Corporation or its employee, or by a
registrar other than the Corporation or its employee, any other
signature on the certificate may be a facsimile signature, or may
be engraved or printed. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed on the certificate shall have ceased to be an officer,
transfer agent or registrar before the certificate is issued, the
certificate may nevertheless be issued by the Corporation with
the same effect as if such person were an officer, transfer agent
or registrar at the date of issue.
Section 5.2 Transfer of Stock. The shares of stock of the
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Corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorneys
or legal representatives. Upon 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 such other persons as the Board of Directors may
designate, by whom they shall be cancelled and new certificates
shall thereupon be issued. Except as otherwise expressly
provided by the statutes of the State of Missouri, the
Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the absolute owner thereof for
all purposes and, accordingly, shall not be bound to recognize
any legal, equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it or
they shall have express or other notice thereof.
Section 5.3 Closing of Transfer Books and Fixing of Record Date.
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The Board of Directors shall have the power to close the transfer books of
the Corporation for a period not
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exceeding 70 days prior to the date of any meeting of shareholders,
or the date for payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or exchange of
shares shall go into effect. In lieu of so closing the transfer
books, the Board of Directors may fix in advance a record date for
the determination of the shareholders entitled to notice of and to
vote at any meeting and any adjournment thereof, or entitled to
receive payment of any dividend or any allotment of rights, or
entitled to exercise the rights in respect of any change, conversion
or exchange of shares, up to 70 days prior to the date of any meeting
of shareholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or
conversion or exchange of shares shall go into effect. In such case
only the shareholders who are shareholders of record on the record
date so fixed shall be entitled to receive notice of and to vote at
such meeting and any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to exercise
such rights as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the date of closing of
the transfer books or the record date fixed as aforesaid. If the
Board of Directors does not close the transfer books or set a
record date for the determination of the shareholders entitled to
notice of and to vote at any meeting of shareholders, only the
shareholders who are shareholders of record at the close of
business on the 20th day preceding the date of the meeting shall
be entitled to notice of and to vote at the meeting and upon any
adjournment of the meeting, except that if prior to the meeting
written waivers of notice of the meeting are signed and delivered
to the Corporation by all of the shareholders of record at the
time the meeting is convened, only the shareholders who are
shareholders of record at the time the meeting is convened shall
be entitled to vote at the meeting and any adjournment of the
meeting.
Section 5.4 Lost or Destroyed Certificates. The holder of
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any shares of stock of the Corporation shall immediately notify
the Corporation and its transfer agents and registrars, if any,
of any loss or destruction of the certificates representing the
same. The Corporation may issue a new certificate in place of
any certificate theretofore issued by it which is alleged to have
been lost or destroyed and the Board of Directors may require the
owner of the lost or destroyed certificate or the owner's legal
representative to give the Corporation a bond in a sum and in a
form approved by the Board of Directors, and with a surety or
sureties which the Board of Directors finds satisfactory, to
indemnify the Corporation and its transfer agents and registrars,
if any, against any claim or liability that may be asserted
against or incurred by it or any transfer agent or registrar on
account of the alleged loss or destruction of any certificate or
the issuance of a new certificate. A new certificate may be
issued without requiring any bond when, in the judgment of the
Board of Directors, it is proper so to do. The Board of
Directors may delegate to any Officer or Officers of the
Corporation any of the powers and authorities contained in this
section.
Section 5.5 Transfer Agents and Registrars. The Board of
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Directors may appoint one or more transfer agents or transfer
clerks and one or more registrars which may be banks, trust
companies or other financial institutions located within or
without the State of Missouri; may define the authority of such
transfer agents and registrars of transfers; may require all
stock certificates to bear the signature of a transfer agent or a
registrar of transfers, or both; and may change or remove any
such transfer agent or registrar of transfers.
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ARTICLE SIX
CORPORATE SEAL
The corporate seal shall be circular in form and shall bear
the name of the Corporation, the year of its incorporation and
the words "Corporate Seal" and "Missouri" and otherwise shall be
such form as shall be approved from time to time by the Board of
Directors.
ARTICLE SEVEN
FISCAL YEAR
The fiscal year of the Corporation shall end the last day of
December in each year.
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