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EXHIBIT 3.2
BYLAWS
AS AMENDED
OF
REINSURANCE GROUP OF AMERICA, INCORPORATED
ARTICLE I. OFFICES
The Corporation may have such corporate offices either in or
outside of Missouri, as the Board of Directors may from time to time appoint, or
as the business of the Corporation may require. The "principal" office may be
designated by the Board of Directors but the location of the Corporation in
Missouri shall for all purposes be deemed to be in the city or county in which
the "registered" office is maintained. The registered office shall be determined
from time to time by the Board of Directors and its identity put on file with
the appropriate office of the State of Missouri.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the fourth Wednesday in May in each year, if not a
legal holiday, and if a legal holiday, then on the next day not a legal holiday.
The day fixed for the annual meeting may be changed in any year, by resolution
of the Board of Directors, to another day, not a legal holiday, that the Board
of Directors deems appropriate, but this power is subject to applicable
limitations of law. At this meeting members of the Board of Directors shall be
elected to succeed those whose terms are then expiring and such other business
shall be transacted as may properly be brought before the meeting.
SECTION 2. Special Meetings. Special meetings of the
shareholders, unless otherwise prescribed by statute or by the Articles of
Incorporation, may only be called by the Chairman of the Board of Directors or
by the President or by a majority of the entire number of the Board of
Directors. The person or persons requesting a special meeting of the
shareholders shall deliver to the Secretary of the Corporation a written request
stating the purpose of the proposed meeting. Upon such 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 3. Place and Hour of Meeting. Every meeting of the
shareholders, whether an annual or special meeting, shall be held at nine
o'clock in the forenoon at the principal office of the Corporation or at such
other place or time as is specified by proper notice from the Board of
Directors.
SECTION 4. Notice of Meeting. Written or printed notice of
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 not less than 10 nor more than 70 days before the
date of the meeting either personally or by mail, by or at the
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direction of the President, or the Secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid.
Attendance of a shareholder at any meeting shall constitute waiver of notice of
that meeting except when a shareholder attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
SECTION 5. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. In no event shall a quorum
consist of less than a majority of the outstanding shares entitled to vote, but
if less than a majority of the outstanding shares are represented at a meeting,
a majority of the shares which are represented may adjourn the meeting to a
specified date not longer than ninety days after such adjournment without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally set forth.
SECTION 6. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
SECTION 7. Voting of Shares. Subject to the rights of any
holders of preferred stock, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders. Provided a quorum is present, the affirmative vote of a majority
of the shares represented at a meeting and entitled to vote shall be the act of
the shareholders unless the vote of a greater number of shares is required by
the Corporation's Articles of Incorporation, by these Bylaws, or by law.
SECTION 8. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by such officer, agent,
or proxy as the bylaws of such corporation may prescribe, or, in the absence of
such provision, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian, or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into his
name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
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A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock held by the Corporation, and unissued
shares, shall not be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
Shares owned by a subsidiary of the Corporation shall likewise not be voted or
counted in determining the number of shares outstanding.
SECTION 9. Informal Action by Shareholders. Unless otherwise
prescribed by the Corporation's Articles of Incorporation, any action which is
required or allowed to be taken at a meeting of the shareholders, may be taken
without a meeting if a consent or approval in writing, setting forth the action
so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2. Number and Tenure. The number of Directors of the
Corporation shall be three; provided, however, that except as otherwise
specified in the Corporation's Articles of Incorporation, the number of
Directors may be amended by affirmative vote of a majority of the Board of
Directors from time to time. Any change in the number of Directors shall be
reported to the Secretary of State of Missouri as required by law. Directors
will be elected by class so as to equalize as nearly as possible the number in
each class of members. There shall be three classes of members, each class
serving for a three-year term expiring one year after expiration of the term of
the immediately preceding class, so that the term of one class will expire each
year. No reduction in the number of Directors shall affect the term of office of
any incumbent Director. With respect to the initial Board of Directors of the
Corporation, the first class of Directors shall hold office until the first
annual meeting of shareholders, the second class of Directors shall hold office
until the second annual meeting of shareholders, and the third class of
Directors shall hold office until the third annual meeting of shareholders.
Thereafter, Directors shall be elected to hold office for a term of three years,
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. Notwithstanding the
foregoing, each Director shall hold office until his successor shall have been
elected and qualified or, in the case of a Director elected by the Board to
increase the number of Directors as provided in Section 12 below, until the next
annual meeting of the shareholders.
SECTION 3. Qualifications. 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 Board of Directors to have acted in a manner contrary to the
best interests of the Corporation. A Director need not be a resident of the
State of Missouri or a shareholder.
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SECTION 4. Directors Emeritus and Advisory Directors. The
Board of Directors may from time to time create one or more positions of
Director Emeritus and Advisory Director, and may fill such position or positions
for such terms as the Board of Directors deems proper. Each Director Emeritus
and Advisory Director shall, upon the invitation of the Board of Directors, have
the privilege of attending meetings of the Board of Directors but shall do so
solely as an observer. Notice of meetings of the Board of Directors to a
Director Emeritus or Advisory Director shall not be required under any
applicable law, the Articles of Incorporation, or these Bylaws. Each Director
Emeritus and Advisory Director shall be entitled to receive such compensation as
may be fixed from time to time by the Board of Directors. No Director Emeritus
or Advisory Director shall be entitled to vote on any business coming before the
Board of Directors, nor shall he or she be counted as members of the Board of
Directors for the purpose of determining the number of Directors necessary to
constitute a quorum, for the purpose of determining whether a quorum is present,
or for any other purpose whatsoever. In the case of a Director Emeritus or
Advisory Director, the occurrence of any event which in the case of a Director
would create a vacancy on the Board of Directors, shall be deemed to create a
vacancy in such position; but the Board of Directors may declare the position
terminated until such time as the Board of Directors shall again deem it proper
to create and to fill the position.
SECTION 5. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. At such meeting
the Board may elect one of their members to act as Chairman of the Board. The
Board of Directors may provide, by resolution naming the time and place, for the
holding of additional regular meetings without other notice than such
resolution. Any business may be transacted at a regular meeting.
SECTION 6. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President, or any two Directors. Any such special meeting shall be held at the
place set out in the resolution for regular meetings or at the registered office
of the corporation in Missouri if no such regular meeting place has been set or
at such other place, within or without the State of Missouri, as may be
specified in the notice of such special meeting. Directors may participate in
any meeting of the Board of Directors, or of any committee of the Board of
Directors, 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 7. Notice. Notice of any special meeting shall be
given at least twenty-four hours previously thereto by written, oral, telefax,
or telegraphic means. If mailed, such notice shall be deemed to be delivered
five days after such notice is deposited in the United States mail, so
addressed, with postage thereon prepaid. Any Director may waive notice of any
meeting as to himself. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
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SECTION 8. Quorum. A majority of the number of Directors
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time. If
the meeting is adjourned for more than twenty-four (24) hours, notice of the
time and place of the adjourned meeting shall be given to the directors who were
not present at the time of the adjournment.
SECTION 9. Manner of Acting. 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
Corporation's Articles of Incorporation, by these Bylaws, or by law.
SECTION 10. Action Without a Meeting. Any action that may he
taken by the Board of Directors at a meeting may be taken without a meeting,
provided that all of the Directors sign consents setting forth the action so
taken. The written consents shall be filed with the minutes of the meetings of
the Board of Directors and shall have the same force and effect as a unanimous
vote at a meeting of Directors. This provision applies to committees of the
Board of Directors as well, which can act with the unanimous consent of all
committee members.
SECTION 11. Resignation. Any Director of the 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 12. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the number of Directors may be filled by election by the Board of Directors and
shall be added to such class of Directors as may be necessary so that all
classes of Directors shall be as nearly equal in number as possible.
SECTION 13. Compensation. By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors or a Committee thereof and may be paid a
stated salary as director or a fixed sum for attendance at each such meeting or
both. No such payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.
SECTION 14. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such
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dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
SECTION 15. Indemnification of Directors and Officers. The
Corporation shall have such powers of indemnification as are provided in its
Articles of Incorporation and not inconsistent with the laws of Missouri.
SECTION 16. Executive Committee and Other Committees. The
Board of Directors may, by resolution or resolutions passed by a majority of the
whole board, designate an executive committee, such committee to consist of
three or more directors of the Corporation, which committee, to the extent
provided in said resolution or resolutions, shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
but the designation of such committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed upon the Board or a Director by the General and
Business Corporation law of Missouri.
The Board of Directors may also, by resolution or resolutions
passed by a majority of the whole board, designate other committees, with such
persons, powers, and duties as it deems desirable and as are not inconsistent
with law.
SECTION 17. Meetings and Reports of Committees. A committee
shall meet from time to time on call of the chairman of the committee or of any
two or more members of the committee. Notice of each such meeting, stating the
place, date and hour thereof, shall be mailed at least four (4) days before the
meeting, or shall be served personally on each member of the committee,
telegraphed or telephoned to his address on the books of the Corporation, at
least forty-eight (48) hours before the meeting. No such notice need state the
business proposed to be transacted at the meeting. No notice of a meeting of the
committee need be given to any member who signs a waiver of notice, whether
before or after the meeting, or who attends the meeting without protesting,
prior there to or at its commencement, the lack of notice to such director. No
notice need be given of an adjourned meeting of the committee unless the meeting
is adjourned for more than twenty-four (24) hours, in which case notice of the
time and place of the adjourned meeting shall be given to the members of the
committee who were not present at the time of adjournment. Meetings of the
committee may be held at such place or places, either within or outside of the
State of Missouri, as the committee shall determine, or as may be specified or
fixed in the respective notices or waivers thereof. 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. A majority of the committee
constitutes a quorum for the transaction of business. Every act or decision done
or made by a majority of the members of the committee present at a meeting duly
held at which a quorum is present shall be regarded as the act of the committee.
A committee may fix its own rules of procedure. It shall keep a record of its
proceedings and shall report these proceedings to the Board of Directors prior
to the regular meeting of the Board to be held next after a committee meets.
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ARTICLE IV. OFFICERS
SECTION 1. Number and Election. The officers of the
Corporation shall be a Chairman of the Board, a President, and a Secretary, each
of whom shall be elected by the Board of Directors. In addition, the Board of
Directors shall elect and appoint the senior officers of the Corporation
including Executive Vice Presidents, Senior Vice Presidents, and such other
officers as the Board of Directors may deem appropriate. The President may elect
and appoint other officers of the Corporation including Vice Presidents, a
Treasurer, assistant officers, and other junior officers. The Board of Directors
shall ratify the election and appointment of officers by the President at the
first regular meeting of the Board of Directors in each fiscal year. The same
person may hold any two or more offices. No officer need be a shareholder.
SECTION 2. Term of Office. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. Removal. Any officer may be removed with or without
cause by the Board of Directors whenever, in the judgment of the Board of
Directors, the best interests of the Corporation will be served thereby. The
President may remove any officer that the President is authorized to appoint and
elect in accordance with Section 1 whenever, in the judgment of the President,
the best interests of the Corporation will be served thereby. Election or
appointment of an officer shall not of itself create contract rights and the
Board or President need specify no cause for removal in any such removal.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification, or otherwise may be filled by the
Board of Directors. The President may fill a vacancy in any office for which the
President is authorized to appoint and elect an officer in accordance with
Section 1 of this Article.
SECTION 5. Chairman of the Board. The Chairman shall preside
at all meetings of the shareholders and Directors at which he is present and
shall perform any other duties prescribed by the Board of Directors or these
Bylaws. He shall have full authority in respect to the signing and execution of
instruments of the Corporation.
SECTION 6. President. The President shall be the principal
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, if not also Chairman of the Board, preside
in the absence of the Chairman of the Board at meetings of the shareholders and
of the Board of Directors. He may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation, and he may execute all other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by the bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
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SECTION 7. The Vice President. In the absence of the
President or in the event of his death, inability, or refusal to act, the
Vice-President (or in the event there be more than one Vice-President, the
Vice-Presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. In addition, any
Vice-President shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
SECTION 8. The Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the Board of Directors in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of the bylaws or as required by law; (c)
be custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized and
required; (d) keep a register of the address of each shareholder as furnished by
such shareholder; (e) sign with the President certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as form time to time may be assigned to him by
the President or by the Board of Directors, or as prescribed in these bylaws.
SECTION 9. The Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other depositaries as the
Board of Directors may select; and (c) in general perform all of the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.
SECTION 10. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
Director of the Corporation.
ARTICLE V. CERTIFICATES FOR SHARES
AND THEIR TRANSFER
SECTION 1. Stock Certificates. Every holder of stock in the
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
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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 2. Transfer of Stock. The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
transfer, the old certificates shall be surrendered to the Corporation by the
delivery thereof to 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 3. Closing of Transfer Books and Fixing of Record
Date. The Board of Directors shall have the power to close the transfer books of
the Corporation for a period not 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 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 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 4. Lost or Destroyed Certificates. The holder of any
shares of stock of the Corporation shall immediately notify the Corporation and
its transfer agents and
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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. Transfer Agents and Registrars. The Board of
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.
ARTICLE VI. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty-first day of December in each year.
ARTICLE VII. DIVIDENDS
The Board of Directors may, from time to time, declare and the
Corporation may pay dividends on its outstanding shares in the manner, and upon
the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE VIII. CORPORATE SEAL
The Board of Directors may provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words, "Corporate Seal." The
seal shall be in the charge of the Secretary.
ARTICLE IX. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder
or director of the Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the
General and Business Corporation law of Missouri, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
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ARTICLE X. AMENDMENTS
These Bylaws may be altered, amended, or repealed and new
Bylaws may be adopted by a majority of the entire Board of Directors at any
regular or special meeting of the Board of Directors, provided that no Bylaw may
be adopted or amended so as to be inconsistent with the Articles of
Incorporation of the Corporation, or the Constitution or laws of the State of
Missouri.
ARTICLE XI. CONSTRUCTION
Whenever a word in the masculine gender is used in these
Bylaws it shall be understood to be in or include the feminine gender when
appropriate under the circumstances. These Bylaws are to be construed to be
consistent with applicable law, and if such construction is not possible then
the invalidity of a Bylaw or portion thereof shall not affect the validity of
the other Bylaws of the Corporation, which shall remain in full force and
effect.
ARTICLE XII. CONTROL SHARE ACQUISITIONS
Section 351.407 of the General and Business Corporation Law of
Missouri, as amended from time to time (relating to control share acquisitions),
shall not apply to control share acquisitions of shares of capital stock of the
Corporation.
AMENDMENTS:
Article XII added effective as of August 13, 1999 by resolution of the Special
Committee that was appointed by the Board of Directors of the Corporation at a
special meeting of the Board of Directors on August 10, 1999.
Article IV, Sections 1,2,3, and 4 amended in their entirety by unanimous vote at
a regular meeting of the Board of Directors held July 26, 2000.
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