Exhibit 1.A. (6)(b)
May 12, 1998
I hereby certify that the following "By-laws" numbered 1 to 28, inclusive, is a
true copy of the By-laws of the Prudential Insurance Company of America adopted
by the Directors August 10, 1943 as amended to and including May 12, 1998.
BY-LAWS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
1. The business of the corporation shall be the making of insurance upon
the lives or health of persons and every insurance appertaining
thereto, the granting, purchasing and disposing of annuities, the
making of insurance against bodily injury or death by accident, the
making of legal services insurance, the assuming of risks through
extended reinsurance, and the providing of those kinds of services
that a domestic insurer is permitted to provide by Subtitle 3 of Title
17B, of the New Jersey Statutes; and, as incidental to such primary
objects and purposes, the investment and reinvestment from time to
time of its capital, surplus and other funds or any part thereof and
the funds of other persons in such manner as may be authorized or
permitted by law.
2. The business of the corporation shall be managed by a board of twenty-
three directors, except when different persons hold the offices of
Chairman of the Board and President and the Chairman of the Board and
not the President is the Chief Executive Officer of the corporation in
which case the number shall be twenty-four. All of the directors
shall be policyholders of the corporation. Six directors shall be
such persons as may be appointed by the Chief Justice of the Supreme
Court of New Jersey as public directors pursuant to the provisions of
Subtitle 3 of Title 17B, of the New Jersey Statutes, sixteen directors
shall be elected by the policyholders as provided by Subtitle 3 of
Title 17B, of the New Jersey Statutes; and in addition the Chairman of
the Board and Chief Executive Officer and the President elected and
holding office as such from time to time shall be ex officio
directors.
The public directors and elected directors shall be classified as
provided by law. If the office of any elected director shall become
vacant by reason of death, resignation, or any other cause, the Board
shall by a majority vote of its entire number as then constituted,
elect a successor who shall hold office for the unexpired term to
which such vacancy relates.
3. Directors of the corporation shall be elected by a majority of the
votes cast at the annual election of directors held at the principal
office of the corporation in the City of Newark, New Jersey on the
first Tuesday in April of each year conducted in the manner provided
by Subtitle 3 of Title 17B, of the New Jersey Statutes.
4. Regular meetings of the Board of Directors shall be held on the
second Tuesday of the month during those months of each calendar year
identified, no later than 30 days before the beginning of such
calendar year, by the Chairman of the Board and Chief Executive
Officer. . All meetings of the Board of Directors whether regular or
special shall be held at the principal office of the corporation in
the City of Newark, New Jersey, or at such other place as the Chairman
of the Board and Chief Executive Officer may direct upon notice as
prescribed by By-law 5. Eleven directors shall be necessary to
constitute a quorum for the transaction of business at any regular or
special meeting of the Board of Directors.
Where appropriate communication facilities are reasonably available,
any or all directors shall have the right to participate in all or any
part of a meeting of the Board or a Committee of the Board by means of
conference telephone or any other means of communication by which all
persons participating in the meeting are able to hear each other.
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Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board or any Committee thereof may be taken
without a meeting if, prior or subsequent to the action, all members
of the Board or such Committee, as the case may be, consent thereto in
writing and the written consents are filed with the minutes of the
proceedings of the Board or Committee. Such consent shall have the
same effect as a unanimous vote of the Board or Committee for all
purposes.
5. Special meetings of the Board of Directors may be called at any time
by the Chairman of the Board and Chief Executive Officer, or may be
called at any time by five or more directors. Notice of any such
special meeting shall be given to each director either orally, by
mail, telephone, telegraph or otherwise, in time to afford to each
director time to attend such meeting if at the time of giving such
notice that director were at the place in which he or she usually
resides or does business. Such notice shall state the purpose of any
such special meeting.
6. (a) The officers of the corporation shall be a Chairman of the Board
and Chief Executive Officer, a President, one or more Vice
Presidents, one or more Secretaries, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, a
Comptroller, one or more Assistant Comptrollers, a Company
Actuary, and one or more Actuaries. Officers at the level of
Senior Vice President and above shall be elected by the Board of
Directors, and may in the discretion of the Board of Directors be
given the designation "Executive" or "Senior" Vice President,
Vice Chairman, General Counsel, Chief Investment Officer, Chief
Financial Officer, Chief Information Officer or such other title
as the Board of Directors deems appropriate, alone or in
combination. An elected officer shall hold office for the term
for which he or she is elected, subject, however to the power of
removal by the Board of Directors, and all matters pertaining to
titles and offices of such officers shall be determined by the
Board of Directors. The Board of Directors may at any time fill
vacancies in the elective offices, may at any time and from time
to time elect such additional persons as officers as it shall
deem necessary, and may at its pleasure and in its absolute
discretion, by a vote of not less than fourteen of its members,
remove any officer with or without cause and without notice.
(b) All officers at the level below Senior Vice President, including
those who are named officers for signatory purposes only, shall
be appointed by a proper officer of the corporation and, in the
case of an appointed Vice President, may be designated by such
officer as "Corporate," "Departmental," "Functional," "Second,"
or such other designation as may be deemed appropriate. All
matters pertaining to title and offices of such officers may be
determined by a proper officer of the corporation. An appointed
officer shall hold office for a specified term or until his or
her resignation or until revocation of his or her appointment,
with or without cause, by a proper officer.
(c) Any Vice President may be designated as the "President,"
"Secretary," "Treasurer," "Comptroller," or such other title or
designation with respect to a business unit of the corporation as
may be deemed appropriate by the Board of Directors or proper
offices of the corporation, as the case may be. Any assistant
officer may, in the discretion of the Board of Directors or a
proper officer, as the case may be, be designated "Associate,"
"Assistant," or "Deputy," as may be appropriate. Any person at
the level of Vice President may use either his or her Vice
Presidential designation or such other designation as he or she
has been given by the Board of Directors or a proper officer, as
the case may be, in conducting the corporation's business.
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(d) If the Board of Directors or a proper officer of the corporation,
as the case may be, shall deem it appropriate, any one person may
hold more than one of the foregoing offices simultaneously;
provided, however, that no single person can hold the offices of
President and Secretary simultaneously. No person shall be
deemed to be an officer of the corporation, unless he or she has
been elected or appointed and is holding office pursuant to the
provisions of this By-law 6.
(e) The several officers shall have such powers and authority and
perform such duties as commonly pertain to their respective
offices and as may be prescribed by the Board of Directors either
by virtue of these By-laws or otherwise or by the Chairman of the
Board and Chief Executive Officer, and the exercise of their
powers shall likewise be subject to such limitations as may be
imposed by the Board or by these By-laws or by the Chairman of
the Board and Chief Executive Officer, subject in all cases to
the authority of the Board. The Board of Directors shall fix the
compensation of all officers of the corporation at or above the
level of Executive Vice President. The Compensation Committee of
the Board of Directors shall establish the compensation for all
officers at the level of Senior Vice President. The compensation
of all other officers shall be fixed by the proper officer of the
corporation in accordance with the corporation's compensation
plans.
7. The Chairman of the Board and Chief Executive Officer shall preside at
all meetings of the Board of Directors. In case of the absence or
disability of the Chairman of the Board and Chief Executive Officer,
the President or a Vice Chairman designated by the Chairman of the
Board and Chief Executive Officer shall preside. In the case of a
vacancy in the office of the Chairman of the Board and Chief Executive
Officer, the Board shall make such designation and in case of a
vacancy in the offices of the Chairman of the Board and Chief
Executive Officer, the President, and all Vice Chairmen, the Board
shall choose its presiding officer. The Chairman of the Board and
Chief Executive Officer shall be ex officio a member of all standing
committees except the Compensation Committee and the Auditing
Committee. The Chairman of the Board and Chief Executive Officer
shall have absolute power to supervise and direct the business of the
corporation, subject only to the power and authority of the Board of
Directors. He or she also shall have power, subject to the power of
the Board, to appoint or remove all persons employed or to be employed
by the corporation in any capacity whatsoever except the officers
elected by the Board of Directors and shall have power to fix the
compensation of all persons employed or to be employed by the
corporation other than the compensation of officers whose compensation
shall be fixed by the Board of Directors as provided in these By-laws;
provided, however, that the payment of such compensation must be first
authorized by the Board of Directors when the amount to be paid any
person in any year is such that approval by the Board of Directors is
required under the laws of New Jersey or these By-laws.
8. The Chairman of the Board and Chief Executive Officer shall, with the
approval of the Board of Directors, designate the President, a Vice
Chairman or any other officer at or above the level of Senior Vice
President who, in the absence or disability of the Chairman of the
Board and Chief Executive Officer, shall be vested with the powers and
required to perform the duties of the Chairman of the Board and Chief
Executive Officer except those pertaining to ex officio membership on
the Board of Directors and on standing committees thereof. Such
designation shall be made in writing, presented to the Board of
Directors at the stated meeting in January of each year and shall be
filed with the Secretary. When so acting in the place of the Chairman
of the Board and Chief Executive Officer such person shall be
designated as "Acting Chairman of the Board and Chief Executive
Officer". The Chairman of the Board and Chief Executive Officer may
at any time in like manner and with like approval, change such
designation and may also designate one or more Vice Presidents to act
in succession in the order designated by him or her in the place of
any acting Chairman of the Board and Chief Executive Officer in case
of the latter's absence, disability or death. During a vacancy in the
office of Chairman of the Board and Chief Executive Officer, the Board
shall make such designation. In other respects, the President, each
Vice Chairman and each Vice President shall exercise such powers and
perform such duties as may be prescribed by the Chairman of the Board
and Chief
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Executive Officer or by the Board of Directors. The Chairman of the
Board and Chief Executive Officer, the President, each Vice Chairman,
and any one of the Vice Presidents shall have power to execute on
behalf of the corporation all instruments, deeds, contracts and other
corporate acts and papers, subject only to the provisions of By-law
25.
9. The Secretary shall be ex officio secretary of the Board of Directors
and of each of the standing committees, except the Auditing Committee.
The Secretary shall attend all sessions of the Board of Directors and
of the Executive Committee and of the Investment Committee and, when
requested, any other committees of the Board. The Secretary shall
keep full and accurate minutes of the proceedings of the Board and of
the Executive Committee and Investment Committee and shall enter
such minutes in books provided for that purpose. The Secretary shall
furnish to the Board of Directors and to all committees such corporate
accounts and papers as may be required by them. The Secretary shall
have charge of the corporate seal of the corporation and shall have
power to affix the same to corporate instruments and to attest the
same. The Secretary shall have power to execute on behalf of the
corporation such instruments as may be required to be executed by him
or her. The Secretary shall have custody of the books, papers and
records of the corporation, shall give all notices on behalf of the
corporation except such as may by any provision of the law be required
to be given by any other officer and shall conduct such correspondence
and perform such other duties as may be assigned to him or her by the
Chairman of the Board and Chief Executive Officer or by the Board of
Directors.
10. The corporation shall have a common seal making the following
impression:
11. Each Assistant Secretary shall have power to execute on behalf of the
corporation such instruments as may be required to be executed by the
Secretary and to affix the seal of the corporation to corporate
instruments and to attest the same, subject, however, to the
provisions of By-law 25. Each Assistant Secretary shall perform such
duties as may be assigned to him or her from time to time by the
Chairman of the Board and Chief Executive Officer or the Secretary,
subject, however, to the power of the Board of Directors in the
premises.
12. The Treasurer shall have custody of such funds of the corporation as
shall be placed in his or her keeping, shall open and maintain
accounts in banking institutions in the name of the corporation for
the deposit of such funds and may open and maintain accounts in the
names or titles of representatives of the corporation under such
conditions as he or she may deem appropriate, subject to supervision
by the Committee on Finance and Dividends. All funds shall be
disbursed only by instruments signed by two or more officials to be
designated by the Committee on Finance and Dividends or pursuant to
procedures approved by the Treasurer and the Comptroller. The
Treasurer shall have custody of such of the securities of the
corporation as shall be placed in his or her keeping and shall open
and maintain accounts in banking institutions in the name of the
corporation for the custody of other securities, including accounts
maintained for the purpose of participating in one or more securities
systems designed to permit the transfer of a security without physical
delivery of the certificate or other evidence of such security,
subject to supervision by the Committee on Finance and Dividends.
The Treasurer shall have the power to sell, assign or transfer
securities of the corporation on the authorization or direction of the
Committee on Finance and Dividends or to take such other action in
connection therewith as may be authorized or directed by the Committee
on Finance and Dividends, and shall have power to execute, on behalf
of the corporation, all instruments necessary or appropriate in the
premises. The Treasurer shall have the power to borrow funds on
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behalf of the corporation on the authorization of the Committee on
Finance and Dividends and perform such other duties as may be assigned
to him or her by the Chairman of the Board and Chief Executive Officer
or the Board of Directors. Each Assistant Treasurer shall have power
to perform, on behalf of the corporation, such duties as are or may be
required to be performed by the Treasurer, and shall perform such
other duties as may be assigned to him or her from time to time by the
Chairman of the Board and Chief Executive Officer or the Treasurer.
13. The Comptroller shall supervise the accounts of the corporation, shall
have supervision over and responsibility for the books, records,
accounting and system of accounting and auditing in each business unit
of the corporation, and shall perform such other duties as may be
assigned to him or her by the Chairman of the Board and Chief
Executive Officer or the Board of Directors. Each Assistant
Comptroller shall have the power to perform, on behalf of the
Corporation, such duties as are or may be required to be performed by
the Comptroller, and shall perform such other duties as may be
assigned to him or her from time to time by the Chairman of the Board
and Chief Executive Officer or by the Comptroller.
14. The Company Actuary shall represent the corporation in all actuarial
matters affecting the corporation's business not otherwise delegated
to a specific business unit, and shall have the authority to execute
on behalf of the corporation the statements that are filed annually
with the insurance regulators that describe the financial condition of
the corporation at the end of the year, and its business for that
year. The Company Actuary shall also perform such other duties as may
be assigned to him or her by the Chairman of the Board and Chief
Executive Officer, the Board of Directors or any of the committees.
Each business unit shall designate an Actuary who shall supervise the
designing and pricing of insurance and annuity products for such
Actuary's business unit, the valuation of the liabilities of the
corporation with respect to such products, the making of estimates as
may be required of the future financial results of the corporation,
and the conduct of research relevant to these duties.
15. The standing committees shall be:
i. An Executive Committee consisting of a Chairman to be appointed
by the Board of Directors, the Chairman of each of the other
standing committees, the Chairman of the Board and Chief
Executive Officer and such other members as the Board shall
appoint.
ii. An Investment Committee consisting of no fewer than five
directors in addition to the Chairman of the Board and Chief
Executive Officer.
iii. A Committee on Finance and Dividends consisting of no fewer than
five directors in addition to the Chairman of the Board and
Chief Executive Officer.
iv. A Committee on Nominations consisting of no fewer than five non-
officer directors.
v. A Corporate Governance Committee consisting of the members of
the Committee on Nominations and two additional directors who
shall be public directors. .
vi. A Compensation Committee consisting of no fewer than five non-
officer directors.
vii. An Auditing Committee consisting of no fewer than five non-
officer directors.
viii. A Committee on Business Ethics consisting of no fewer than three
non-officer directors in addition to the Chairman of the Board
and Chief Executive Officer.
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The Board of Directors shall determine the number and appoint the
members of each of the standing committees. All appointments to any
one of the standing committees shall be for such period as the Board
shall determine.
The Chairman of the Board and Chief Executive Officer may, in his or
her discretion from time to time, appoint any member of the Board to
serve temporarily upon any standing or special committee during the
absence or disability of any regular member thereof.
16. The Executive Committee shall have general supervision over the
business of the corporation and, in the intervals between meetings of
the Board of Directors, shall exercise the corporate powers of the
corporation including those delegated to other committees, except to
the extent that such powers are reserved to the Board of Directors
either by virtue of these By-laws or otherwise; provided, however,
that the Executive Committee may fill all vacancies in the elective
offices of the corporation except the office of the Chairman of the
Board and Chief Executive Officer, the President, and any Vice
Chairman until such time as the Board shall act thereon; and provided
further, the Executive Committee shall not exercise powers delegated
to any other committee unless the Chairman and Chief Executive Officer
shall determine that it is not possible or convenient to convene such
other committee within the time required for taking action. All
action of the Executive Committee shall be reported to the Board of
Directors and shall, except in cases in which the rights or acts of
third parties would be affected, be subject to the direction of the
Board.
17. The Investment Committee shall supervise the management and
disposition of the invested assets of the corporation and its health,
insurance, and investment subsidiaries, and the investment of the
corporation's pension fund. The Committee also shall review certain
investment risks and exposures for the corporation and its
subsidiaries, and periodically shall review the investment
performance of the products and accounts managed by the corporation
and its subsidiaries on behalf of third parties. All actions of the
Investment Committee shall be reported to the Board of Directors and
shall, except in cases in which the rights or acts of third parties
would be affected, be subject to the direction of the Board.
18. The Committee on Finance and Dividends shall oversee the capital
structure of the corporation and its subsidiaries, including the
incurrence and repayment of borrowings, the subsidiary structure of
the corporation (excluding investment subsidiaries), dividend levels
for participating policies, insurance reserve levels and adjustments,
major capital expenditures, funding of the corporation's pension fund
and supervision of the custody of funds and securities. All action of
the Committee on Finance and Dividends shall be reported to the Board
of Directors and shall, except in cases in which the rights or acts of
third parties would be affected, be subjected to the direction of the
Board.
19. The Auditing Committee shall assist the Board of Directors in
fulfilling its fiduciary responsibilities relating to the accounting,
reporting and control practices of the corporation. In so doing, the
Committee shall: review the adequacy of the corporation's system of
internal control; recommend to the Board the appointment of
independent auditors; review the independent auditors' annual audit
plan, its control comments and recommendations, and management's
response to the recommendations; review the effectiveness of the
internal audit function, approve the scope of the internal audit
program and review internal audit findings; and conduct such other
inquiries and review such other materials as the Committee deems
appropriate. In carrying out its responsibilities, the Committee may
employ such auditors or accountants as it deems advisable or may avail
itself of the services of the regular auditors or accountants of the
corporation. The Committee shall designate a Secretary and maintain
minutes of its meetings.
The Committee shall submit a report to the Board of Directors annually
describing the Committee's activities and containing any
recommendations which the Committee may have. The
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Committee shall discharge any additional responsibilities as may be
specified from time to time by the Board of Directors.
20. The Committee on Nominations shall annually not later than the regular
June meeting of the Board of Directors recommend to the Board for
nomination as directors the names of four persons to succeed the
directors whose terms of office shall expire at the time of the next
annual election. Whenever a vacancy occurs in the Board of Directors,
the Committee on Nominations shall recommend a suitable person to fill
such vacancy, except that whenever a vacancy results from the failure
of a candidate for election to the Board of Directors to be elected by
a majority of votes cast, the public directors then serving on the
Board of Directors shall be constituted as a special nominating
committee to recommend a suitable person to fill such vacancy.
21. The Corporate Governance Committee shall oversee and make
recommendations to the Board regarding corporate governance, review
and make recommendations with respect to the composition of the
standing committees of the Board, and make recommendations to the
Board for the appointment of chairpersons for the respective standing
committees and any committees appointed ad hoc.
22. The Compensation Committee shall recommend to the Board of Directors
the compensation to be paid to officers of the corporation at or above
the level of Executive Vice President. The Committee shall fix the
compensation of all officers at the level of Senior Vice President .
The Compensation Committee also shall have the authority to approve,
modify and rescind the corporation's compensation and employee
benefits plans and to make such decisions as are necessary to effect
their administration. The Committee shall have oversight
responsibility with respect to compensation and benefit plan
administration, and will review other human resources matters
pertaining to executive succession and such other policies and
procedures as may be relevant to examine periodically. The Committee
shall further discharge any additional responsibilities as may be
specified from time to time by the Board of Directors.
23. The Committee on Business Ethics shall have responsibility to review
the corporation's policies on business ethics and from time to time
make recommendations to the Board of Directors concerning the adoption
and amendment of the corporation's published statement on business
ethics. The Committee shall have responsibility for monitoring and
enforcing compliance with By-law 28 and the corporation's published
statement on business ethics. It shall have the authority to make
determinations of all questions that may arise thereunder, and to
interpret and enforce the requirements thereof by appropriate action.
The Committee shall also have the authority to grant exceptions
thereunder which in the Committee's judgment are appropriate or
desirable under the circumstances. The Committee shall further
discharge any additional responsibilities as may be specified from
time to time by the Board of Directors.
24. The fiscal year of the corporation shall commence on the first day of
January and end on the thirty-first day of December in each year.
25. Either the Chairman of the Board and Chief Executive Officer and the
Secretary or the President and the Secretary shall, except as
otherwise provided in the following sentence, execute all contracts of
insurance and annuity either by signing such contracts manually or by
causing to be thereto affixed their respective facsimile signatures
duly adopted by each of them for the purpose with the approval of the
Board of Directors. The Board of Directors, in its discretion, may
authorize the execution in the same manner of any such contracts
issued out of any office outside of the United States of America by
the proper officers of such office. In case any officer, as
aforesaid, who shall have signed a contract form or whose facsimile
signature shall have been affixed thereto shall cease to be such
officer by reason of death or otherwise before such contract shall
have been issued and delivered, such contract may nevertheless be
issued and delivered
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unless the Board of Directors shall otherwise determine, and any such
contract so issued and delivered shall be as binding upon the
corporation as though every officer who signed the same or whose
facsimile signature was affixed thereto, as aforesaid, had continued
to be such officer of the corporation.
26. These By-laws may be altered, amended or rescinded without notice at
any regular meeting of the Board of Directors, or, upon such notice as
is prescribed by By-law 5, at any special meeting of the Board of
Directors, but in either case only by the vote of not less than twelve
members of the Board of Directors.
27. Except as otherwise provided in this By-law, the corporation shall
have the power conferred by Section 14A:3-5 of the New Jersey Statutes
to indemnify directors, officers, employees, and all other corporate
agents defined therein.
Any indemnification under this By-law pursuant to Section 14A:3-5, New
Jersey Statutes, shall be made by the corporation as authorized in a
specific case upon its being determined that (A) the costs,
disbursements and counsel fees included in any expenses for which
indemnification is made are reasonable, (B) except for indemnification
required by subsection 14A:3-5(4), indemnification is proper in the
circumstances because the corporate agent (i) met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection
14A:3-5(3), as the case may be, and (ii) acted within what such agent
reasonably believed to be the scope of his or her employment and
authority, and (C) any necessary court order has been obtained.
Such determinations shall be made:
(a) With respect to a corporate agent who is or was a director or
officer of the corporation at or above the level of Senior Vice
President, or with respect to any other corporate agent if the
amount to be paid in indemnification to such corporate agent
exceeds $1 million:
(i) By the Board of Directors of the corporation, or a committee
thereof, acting by a majority vote of a quorum comprised of
directors who are not parties to or otherwise involved in
the proceedings;
(ii) If such a quorum is not obtainable, or, even if obtainable
and such quorum of the Board of Directors or committee by
majority vote of the disinterested directors so directs, by
independent legal counsel, in a written opinion, such
counsel to be designated by the Board of Directors.
(b) With respect to any determinations not required to be made
pursuant to (a), by the general counsel of the corporation.
Expenses reasonably incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final
disposition of the proceeding. In the case of a director, such
expenses shall be paid when incurred; in the case of any other
corporate agent, such expenses may be paid if authorized in the manner
provided above for determination that indemnification is proper. No
such expenses shall be paid until the corporate agent provides an
undertaking to repay any amount so advanced if it shall ultimately be
determined that he or she is not entitled to be indemnified as
provided in this By-law.
Any right to indemnification provided by or pursuant to the foregoing
provisions of this By-law shall not be exclusive of any other rights
to which a corporate agent may be entitled as a matter of law, by
agreement or otherwise.
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28. No director or employee of the corporation shall have any position
with, a substantial interest in or significant borrowing from any
other enterprise operated for profit, the existence of which would
conflict or might reasonably be supposed to conflict with the proper
performance of his or her responsibilities to the corporation, or
which might tend to affect his or her independence of judgment with
respect to transactions between the corporation and such other
enterprise.
Susan Blount
Secretary