BYLAWS
OF
PXRE CORPORATION
(A Delaware Corporation)
ARTICLE I
Offices
Section 1. Offices. The Corporation may have a principal or other office
at such other place or places, either within or without the State of Delaware,
as the Board of Directors may from time to time determine or as shall be
necessary or appropriate for the conduct of the business of the Corporation.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings. All annual and special meetings of the
stockholders shall be held at such place or places, within or without the State
of Delaware, as may from time to time be fixed by the Board of Directors, or as
shall be specified in the respective notices or waivers of notice thereof.
Section 2. Annual Meetings. Each annual meeting of stockholders for the
election of directors and the transaction of other business shall be held on
such date and at such time as the Board of Directors may determine. At each
annual meeting the stockholders entitled to vote shall elect a Board of
Directors and may transact such other corporate business as may be brought
before the meeting.
Section 3. Special Meetings. A special meeting of the stockholders (or of
any class thereof entitled to vote) for any purpose or purposes may be called at
any time by the Chairman of the Board, the President or by order of the Board of
Directors and shall be called by the President or the Secretary upon the written
request of stockholders holding of record at least twenty percent (20%) of the
outstanding voting power of the shares of stock of the Corporation entitled to
vote at such meeting. Such written request shall state the purpose or purposes
for which such meeting is to be called.
Section 4. Notice of Meetings. Except as otherwise expressly required by
law, notice of each meeting of stockholders, whether annual or special, shall be
given at least ten (10) days before the date on which the meeting is to be held
to each stockholder of record entitled to vote thereat by delivering a notice
thereof to him personally or by mailing such notice in a postage prepaid
envelope directed to him at his address as it appears on the stock ledger of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices intended for him be directed to another address, in
which case such notice shall be directed to him at the address designated in
such request. Every notice of a special meeting of the stockholders, besides
stating the time and place of the meeting, shall state briefly the objects or
purposes thereof. Notices of any meeting of stockholders shall not be required
to be given to any stockholder who shall attend such meeting in person or by
proxy; and, if any stockholder shall, in person or by attorney thereunto
authorized, in writing or by telegraph, cable or wireless, waive notice of any
meeting of the stockholders, whether prior to or after such meeting, notice
thereof need not be given to him. Notice of any adjourned meeting of the
stockholders shall not be required to be given, except as expressly required by
law.
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Section 5. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of the stock ledger to
prepare and make, at least ten (10) days before every election of directors, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in his name. Such list shall be open for ten (10) days at
the place where said election is to be held to the examination of any
stockholder during ordinary business hours and shall be produced and kept at the
time and place of the election during the whole time thereof and subject to the
inspection of any stockholder who may be present. The original or duplicate
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine such list or the books of the Corporation or to vote in person or by
proxy at such election.
Section 6. Quorum. At each meeting of the stockholders, the holders of
record of shares representing a majority of the issued and outstanding voting
power of the stock of the Corporation entitled to vote at such meeting, present
in person or by proxy, shall constitute a quorum for the transaction of
business, except where otherwise provided by law, the Certificate of
Incorporation or these Bylaws. In the absence of a quorum, any officer entitled
to preside at, or act as Secretary of, such meeting shall have the power to
adjourn the meeting from time to time until a quorum shall be constituted. At
any such adjourned meeting at which a quorum shall be present any business may
be transacted which might have been transacted at the meeting as originally
called, but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
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Section 7. Voting. Except as otherwise provided in the Certificate of
Incorporation, at every meeting of stockholders each holder of record of the
issued and outstanding stock of the Corporation entitled to vote at such meeting
shall be entitled to such voting power per share as is set forth in the
Certificate of Incorporation, but no proxy shall be voted after eleven (11)
months from its date unless the proxy provides for a longer period, and, except
where the transfer books of the Corporation shall have been closed or a date
shall have been fixed as the record date for the determination of stockholders
entitled to vote, no share of stock shall be voted on at any election for
directors which shall have been transferred on the books of the Corporation
within twenty (20) days next preceding such election of directors. Shares of its
own capital stock belonging to the Corporation directly or indirectly shall not
be voted upon directly or indirectly. At all meetings of the stockholders, a
quorum being present, all matters shall be decided by holders of shares
representing a majority of the voting power of the shares of stock entitled to
vote held by stockholders present in person or by proxy, except as otherwise
required by the laws of the State of Delaware. Unless demanded by a stockholder
of the Corporation present in person or by proxy at any meeting of the
stockholders and entitled to vote thereat or so directed by the Chairman of the
meeting or required by the laws of the State of Delaware, the vote thereat on
any question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or in his name by his proxy, if there be such
proxy, and shall state the number of shares voted by him and the number of votes
to which each share is entitled. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the laws of the State of Delaware or of the
Certificate of Incorporation or of these Bylaws, the meeting and vote of
stockholders may be
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dispensed with if such number of stockholders who would have been entitled to
vote upon the action if such meeting were held, and who hold sufficient voting
power to approve such action without a meeting under Delaware law, shall consent
in writing to such corporate action being taken.
ARTICLE III
Board of Directors
Section 1. General Powers. The property, business and affairs of the
Corporation shall be managed by the Board of Directors.
Section 2. Term of Office. Except as otherwise provided in the Certificate
of Incorporation, each director shall hold office until the annual meeting of
the stockholders next following his election and until his successors shall have
been elected and shall qualify, or until his earlier death, resignation or
removal.
Section 3. Quorum and Manner of Acting. Unless otherwise provided by law,
the presence of one-third (1/3) of the whole Board of Directors, regardless of
which class of stock may have voted upon their election, and in any case not
less than three (3) directors, shall be necessary to constitute a quorum for the
transaction of business. In the absence of a quorum, a majority of the directors
present may adjourn the meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting need not be given. At all meetings of
the directors, a quorum being present, all matters shall be decided by the
affirmative vote of a majority of the directors present, except as otherwise
required by the Certificate of Incorporation or the laws of the State of
Delaware.
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Section 4. Place of Meetings, Books and Records. The Board of Directors
may hold its meetings and keep the books and records of the Corporation, at such
place or places within or without the State of Delaware, as the Board may from
time to time determine.
Section 5. Annual Meeting. As promptly as practicable after each annual
meeting of stockholders for the election of directors, the Board of Directors
shall meet for the purpose of organization, the election of officers and the
transaction of other business. Notice of such meeting need not be given. Such
meeting may be held at any other time or place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors or
in a waiver of notice thereof signed by all the directors.
Section 6. Regular Meetings. Regular meetings of the Board of Directors
may be held at such time and place, within or without the State of Delaware, as
shall from time to time be determined by the Board of Directors. After there has
been such determination, and notice thereof has been given to each member of the
Board of Directors, regular meetings may be held without further notice being
given.
Section 7. Special Meetings and Notice Thereof. Special meetings of the
Board of Directors shall be held whenever called by the Chairman of the Board,
the President or by a majority of the directors. Notice of each such meeting
shall be mailed to each director, addressed to him at his residence or usual
place of business, at least two (2) days before the date on which the meeting is
to be held, or shall be sent to him at such place by telegraph, cable, radio or
wireless, or be delivered personally or by telephone, not later than the day
before the day on which such meeting is to be held. Each such notice shall state
the time and place of the meeting and the purpose thereof. In lieu of the notice
to be given as set forth above, a waiver thereof in
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writing, signed by the director or directors entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto for
purposes of this Section 7. No notice to or waiver by any director with respect
to any special meeting shall be required if such director shall be present at
said meeting.
Section 8. Resignation. Any director of the Corporation may resign at any
time by giving written notice thereof to the Chairman of the Board, the
President or the Secretary of the Corporation. The resignation of any director
shall take effect upon receipt of notice thereof or at such later time as shall
be specified in such notice; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 9. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director, unless otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.
Section 10. Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the Board, a
specific sum may be fixed by the Board as an annual fee or for attendance at
each regular or special meeting of the Board or any committee thereof and the
Board may also authorize the reimbursement of any expenses reasonably incurred
in connection with such services; provided that nothing herein contained shall
be construed to preclude any director from serving the Corporation or any
subsidiary thereof in any other capacity and receiving compensation therefor.
Section 11. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of
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two or more directors of the Corporation, without regard to the class of stock
that may have voted upon their election, which, to the extent provided in the
resolution or in these Bylaws, shall have and may exercise such powers of the
Board in the management of the business and affairs of the Corporation
(including the power to authorize the seal of the Corporation to be affixed to
all papers which may require it), as the Board may by resolution determine and
specify in the respective resolutions appointing them, subject to such
restrictions as may be contained in the Certificate of Incorporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. The committees
shall keep regular minutes of their proceedings and report the same to the Board
when required. A majority of all the members of any such committee may fix its
rules of procedure, determine its action and fix the time and place, whether
within or without the State of Delaware, of its meetings and specify what notice
thereof, if any, shall be given, unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power to change the membership of any
such committee at any time, to fill vacancies thereon and to discharge any such
committee, either with or without cause, at any time.
Section 12. Action Without Meeting. 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 a written consent thereto is signed by all members
of the Board or of such committee, as the case may be, and such written consent
is filed with the minutes or proceedings of the Board or committee.
Section 13. Removal of Directors. Notwithstanding any other provisions of
the Certificate of Incorporation of the Corporation or these Bylaws (and
notwithstanding the fact that
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some lesser percentage may be specified by law, the Certificate of Incorporation
or these Bylaws), any director or the entire Board of Directors of the
Corporation may be removed at any time with or without cause only by the
affirmative vote, at a meeting of the shareholders called for that purpose, by
the holders of 66 2/3 or more of the Voting Shares (as that term is defined in
the Corporation's Certificate of Incorporation) that elected the director.
ARTICLE IV
Officers
Section 1. Number. The Board of Directors shall elect from its members a
Chief Executive Officer, who shall also have the title of President and/or
Chairman of the Board as the Board shall determine. The other principal officers
of the Corporation shall be a President, one or more Vice Presidents, a
Treasurer and a Secretary. The Corporation may also have, at the discretion of
the Board of Directors, such other officers as may be appointed in accordance
with the provisions of these Bylaws. One person may hold the offices and perform
the duties of any two or more of said offices, except the offices and duties of
President and Secretary.
Section 2. Election or Appointment and Term of Office. The principal
officers of the Corporation shall be chosen annually by the Board of Directors
at the annual meeting thereof. Each such officer shall hold office until his
successor shall have been duly chosen and shall qualify, or until his earlier
death, resignation or removal.
Section 3. Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article IV, the Corporation may have one or more
Assistant Treasurers, one or more Assistant Secretaries and such other officers,
agents and employees as the Board of Directors may deem necessary or
appropriate, each of whom shall hold office for such period,
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have such authority, and perform such duties as the Chairman of the Board, the
President, or the Board of Directors may from time to time determine. The Board
of Directors may delegate to any principal officer the power to appoint and to
remove any such subordinate officers, agents or employees.
Section 4. Removal. Any of the principal officers enumerated in Section 1
of this Article IV may be removed, either with or without cause, at any time, by
resolution adopted by the Board of Directors at any regular meeting of the Board
or at any special meeting of the Board called for that purpose at which a quorum
is present. Any of the officers holding office pursuant to Section 3 of this
Article IV may be removed, either with or without cause by the Board of
Directors or by any principal officer to whom the power has been delegated
pursuant to such Section 3 of this Article IV.
Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Chairman of the Board, to the Board of Directors, to the
President or to the Secretary. Any such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term in the manner prescribed in these Bylaws for
election or appointment to such office for such term.
Section 7. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of stockholders and at all meetings of the Board of Directors.
He shall perform such
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other duties and have such other powers as the Board of Directors may from time
to time prescribe.
Section 8. Chief Executive Officer. Subject to the direction of the Board
of Directors, the Chief Executive Officer shall have general charge of the
business, affairs and property of the Corporation and general supervision over
its officers and agents. If present, he shall, in the absence or disability of
the Chairman of the Board, preside at all meetings of stockholders and he shall
effectuate or cause to be effectuated all orders and resolutions of the Board of
Directors. He may sign, with any other officer thereunto duly authorized,
certificates of stock of the Corporation, the issuance of which shall have been
duly authorized (his signature to which may be a facsimile signature), and may
sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts, agreements and other instruments, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors to
some other officer or agent. From time to time, he shall report to the Board of
Directors all matters within his knowledge which the interests of the
Corporation may require to be brought to their attention. He shall also perform
such other duties as are given to him by these Bylaws or as from time to time
may be assigned to him by the Board of Directors.
Section 9. President. The President shall, in the absence or disability of
the Chief Executive Officer, perform all of the duties and, when so acting,
shall have all of the powers and be subject to all restrictions upon the Chief
Executive Officer. The President shall also perform such other duties as are
given to him by these Bylaws or as from time to time may be assigned to him by
the Board of Directors or the Chief Executive Officer.
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Section 10. Vice Presidents. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts, agreements and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent.
They shall also perform other duties and have such other powers as the Chairman
of the Board, the President or the Board of Directors may from time to time
prescribe.
Section 11. Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation and shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected by the Board of Directors. He shall exhibit at
all reasonable times his books of account and records to any of the directors of
the Corporation upon application during business hours at the office of the
Corporation where such books and records shall be kept; when requested by the
Board of Directors, he shall render a statement of the condition of the finances
of the Corporation at any meeting of the Board or at the annual meeting of
stockholders; he shall receive, and give receipt for, moneys due and payable to
the Corporation from any source whatsoever; and in general, he shall perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President or the Board of Directors.
The Treasurer shall give such bond, if any, for the faithful discharge of his
duties as the Board of Directors may require.
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Section 12. Secretary. The Secretary, if present, shall act as secretary
at all meetings of the Board of Directors and of the stockholders and keep the
minutes thereof in a book or books to be provided for that purpose; he shall see
that all notices required to be given by the Corporation are duly given and
served; he shall have charge of the stock records of the Corporation; he shall
see that all reports, statements and other documents required by law are
properly kept and filed; and in general, he shall perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Chairman of the Board, the Chief Executive
Officer, the President, any Vice President or the Board of Directors.
Section 13. Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors, and the salaries of any other
officers may be fixed by the Chairman of the Board or the President.
ARTICLE V
Shares and Their Transfer
Section 1. Certificate for Stock. Every stockholder of the Corporation
shall be entitled to a certificate or certificates, in such form as the Board of
Directors shall prescribe, certifying the number of shares of the capital stock
of the Corporation owned by him.
Section 2. Stock Certificates. Any stock certificate which certifies the
number of shares owned by any stockholder of the Corporation shall be numbered
in the order in which it shall be issued and shall be signed by the Chairman of
the Board or the President or any Vice President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation and shall have the seal of the Corporation affixed thereto;
provided,
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however, that, where any such certificate is signed (1) by a transfer agent or
an assistant transfer agent or (2) by a transfer clerk acting on behalf of the
Corporation and a registrar, if the Board shall by resolution so authorize, the
signatures of such Chairman of the Board, President, Vice President, Treasurer,
Secretary, Assistant Treasurer or Assistant Secretary and the seal of the
Corporation may be facsimiles thereof. In case any officer or officers of the
Corporation who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificates shall cease to be such officer or
officers, whether by reason of death, resignation or otherwise, before such
certificate shall have been delivered by the Corporation, such certificate may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate, or whose facsimile signature
or signatures shall have been affixed thereto, had not ceased to be such officer
or officers.
Section 3. Stock Ledger. A record shall be kept by the Secretary, transfer
agent or by any other officer, employee or agent designated by the Board of
Directors of the name of the person, firm or corporation holding the stock
represented by such certificate, the number of shares represented by such
certificate, and the date thereof, and in case of cancellation, the date of
cancellation.
Section 4. Cancellation. Every certificate surrendered to the Corporation
for exchange or transfer shall be canceled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until such
existing certificate shall have been so cancelled, except in cases provided for
in Section 7 of this Article V.
Section 5. Transfer of Stock. Transfers of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof,
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or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation or with a transfer clerk or a
transfer agent appointed as in Section 6 of this Article V provided, and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all transfer taxes thereon. The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation; provided, however, that whenever
any transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary of the Corporation, shall be so
expressed in the entry of transfer.
Section 6. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with the Certificate of
Incorporation or these Bylaws, concerning the issue, transfer and registration
of certificates for shares of the stock of the Corporation. It may appoint, or
authorize any principal officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all certificates of stock to bear the signature or signatures of any of
them.
Section 7. Lost, Stolen, Mutilated or Destroyed Certificates. As a
condition to the issue of a new certificate of stock in the place of any
certificate theretofore issued and alleged to have been lost, stolen, mutilated
or destroyed, the Board of Directors, in its discretion, may require the owner
of any such certificate, or his legal representative, to give the Corporation a
bond in such sum and in such form as it may direct to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft, mutilation or destruction of any such certificate or the issuance of such
new certificate. Proper evidence of such loss, theft, mutilation or destruction
shall be procured for the Board of Directors, if required by the
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Board. The Board of Directors, in its discretion, may authorize the issuance of
such new certificate without any bond when in its judgment it is proper to do
so.
Section 8. Record Date. The Board may fix a date in advance of the date of
any meeting of stockholders, 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 capital stock shall go into effect or a date in connection with
obtaining any written consent to corporate action without a meeting, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, such meeting, and any adjournment thereof, or to receive payment of any
dividend, or to receive any such allotment of rights, or to exercise the rights
in respect of any such change, conversion, or exchange of capital stock or to
give such written consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any record date so fixed.
ARTICLE VI
Miscellaneous Provisions
Section 1. Corporate Seal. The Board of Directors shall provide a
corporate seal, which shall be in the form of a circle and shall bear the name
of the Corporation and words and figures showing that it was incorporated in the
State of Delaware in the year 1986. The Secretary shall be the custodian of the
seal. The Board of Directors may authorize a duplicate seal to be kept and used
by any other officer.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be as
specified by the Board of Directors.
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Section 3. Voting of Stocks Owned by the Corporation. The Board of
Directors may authorize any person on behalf of the Corporation to attend, vote
and grant proxies to be used at any meeting of stockholders of any corporation
(except this Corporation) in which the Corporation may hold stock.
Section 4. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, 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 funds of the Corporation available
for dividends such sum or sums as the directors from time to time in their
discretion may deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors may deem conducive to the interests of the Corporation.
Section 5. Amendments. These Bylaws may be amended in the manner provided
for in the Certificate of Incorporation of the Corporation.
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