EXHIBIT 3.17
BYLAWS
of
AGRICULTURAL INDEMNITY INSURANCE COMPANY
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of Shareholders
commencing with the year 2003 shall be held at such place within or without the
State of Vermont and at such time and on such date as may be specified in the
notice of meeting or in a duly executed waiver thereof. The purpose of the
annual meeting shall be to elect a Board of Directors and to transact such other
business as may properly be brought before the meeting. Failure to hold an
annual meeting of Shareholders shall not work a forfeiture or dissolution of the
Corporation. If the annual meeting is not held, a special meeting may be held in
place thereof, and any business transacted or elections held at such meeting
shall have the same effect as if transacted or held at the annual meeting. Such
special meeting shall be called in the same manner and as provided for in
Section 2 of this Article, relating to special meetings of Shareholders.
Section 2. Special Meetings. Special meetings of the Shareholders may
be called by the President, the Board of Directors, or the Secretary of the
Corporation, and shall be called by the Secretary upon the written request of
the holders of not less than one-tenth of all the shares entitled to vote at the
meeting, for any purpose. Special meetings shall be held at the registered
office of the Corporation in Vermont, or at such other place either within or
without the State of Vermont, and on such date and hour, as shall be fixed by
the President, the Board of Directors, the Secretary of the Corporation, or by
the Secretary upon written request of the holders of not less than one-tenth of
all the shares entitled to vote at the meeting and stated in the notice of the
meeting, or in a duly executed waiver thereof.
Section 3. Notice/Record Date. A written or oral notice of each meeting
of Shareholders, stating the place, day and hour thereof, shall be given by the
Secretary not less than ten (10) nor more than sixty (60) days before the
meeting to each Shareholder as of the Record Date. Notice of an annual meeting
need not include a description of the purpose or purposes of the meeting. Notice
of a special meeting shall include a description of the purpose or purposes for
which the meeting is called. The Board may fix a Record Date for any meeting of
Shareholders which shall be not more than seventy (70) or less than ten (10)
days prior to the date of the meeting. If no such Record Date is fixed, the
Record Date for the meeting shall be the day prior to the day on which first
notice of the meeting is delivered to Shareholders. Notice may be communicated
in person, by telephone, telegraph, teletype, facsimile, or other form of wire
or wireless communication, or by mail or private carrier to each Shareholder at
its address as it appears in the records of the Corporation. Oral notice shall
be used only if reasonable under the circumstances, and shall be effective when
communicated. If oral notice is used, a record shall be kept of the time, date,
and manner in which such notice was given, and by whom. Written notice shall be
deemed to be effective at the earlier of: (1) when deposited in the United
States mail, addressed to the Shareholder at his or her address as it appears
on the stock transfer books of the Corporation, with postage thereon prepaid;
(2) on the date shown on the return receipt if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 5 days after deposit in the United States
mail, if mailed postpaid and correctly addressed to an address other than that
shown in the Corporation's current record of Shareholders. Notice to any
Shareholder having executed a proxy pursuant to Section 5 of this Article shall
be deemed complete if given to such proxy. In case of death, absence, incapacity
or refusal of the Secretary, such notice may be given by any other Officer, or
by a person designated either by the Secretary or by the person or persons
calling the meeting or by the Board of Directors. Notice of the time, place or
purpose of the annual or any special meeting of the Shareholders may be waived
in writing by any Shareholder before or after the meeting. The waiver shall be
signed by the Shareholder(s) and delivered to the Corporation for inclusion in
the minutes or filing with the corporate records. Entitlement to proper notice
shall be deemed waived by any Shareholder attending in person or by proxy,
unless such attendance is for the sole purpose of objecting to the absence of,
or deficiencies in, the notice.
Section 4. Quorum. Except as otherwise specifically required by law,
the Articles of Incorporation, or these Bylaws, a majority of the shares
entitled to vote, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of the Shareholders. A
quorum, once achieved, shall not be broken by the departure of any Shareholders
from the meeting. Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of the meeting, and for
any adjournment of the meeting, unless a new Record Date is or must be set for
that adjourned meeting. If the required quorum is not present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy and entitled to vote on the matters to be addressed shall
have the power to adjourn the meeting from time to time, until a quorum shall be
achieved. At any adjourned meeting at which a quorum is present or is deemed to
be present, any business may be transacted which might have been transacted at
the meeting as originally noticed.
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Section 5. Voting and Proxies. Shareholders shall be entitled to vote
in person, by proxy executed in writing and signed by the Shareholder or the
Shareholder's agent-in-fact, or by proxy transmitted to the corporation by
electronic transmission, including telephone or electronic mail. Proxies shall
be filed with the Secretary of the meeting before being voted. An appointment of
a proxy shall be valid for eleven months from the date of its execution, unless
a longer term is expressly provided in the appointment form. A proxy purporting
to be executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise. Except as otherwise provided by law, or
by the Articles of Incorporation, each Shareholder of record on the Record Date
for the meeting shall be entitled to one vote for every share standing in its
name on the books of the Corporation. Directors shall be elected by a plurality
of the votes cast by the shares entitled to vote at a meeting at which a quorum
is present. All other matters shall be approved if the votes cast favoring the
action exceed the votes cast opposing the action.
ARTICLE II
DIRECTORS
Section 1. Board of Directors; Number and Terms. The number of
individuals that shall constitute the Board of Directors shall be at least four
(4) and not more than seven (7) and shall be determined by the Shareholders at
each annual meeting, or by the Board of Directors. Each Director shall be
elected by the Shareholders at each annual meeting thereof and shall serve for a
term of one year and until his or her successor is elected and qualifies, or
until his or her earlier resignation or removal. Vacancies created by reason of
an increase in the size of the Board during the course of the year may be filled
as provided in Section 5 of this Article. At least one (1) Director shall be a
resident of Vermont.
Section 2. Quorum and Voting. Unless otherwise required by law,
one-third of the total number of Directors shall constitute a quorum for the
transaction of business. The vote of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
except as these Bylaws shall otherwise require.
Section 3. Resignation. Any Director may resign at any time by
delivering a resignation in writing to the President, the Treasurer or the
Secretary or to the Board of Directors. Such resignation shall be effective at
the date set forth in the notice, and if there is none, upon receipt.
Section 4. Committees. The Board of Directors may by resolution passed
by a majority of the whole board, designate one or more committees, including an
executive committee, from among the members of the whole board. Each committee
must have two
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or more members. The board may designate one or more Directors as alternate
members of any such committee who may replace any absent or disqualified member
at any meeting of the committee. Any such committee, to the extent provided in
the resolution of the whole board which establishes it and permitted by Vermont
law, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation. Any Director may be
a member of more than one committee. The procedures to be followed by such
committees with respect to notice, quorum, voting, action without meeting, and
other such matters shall be the same as those specified for meetings of
Directors.
Section 5. Vacancies and Newly-Created Directorships. Any vacancy
occurring on the Board of Directors by reason of death, resignation, retirement
or removal from office of any Director, or an increase in the number of
Directors, may be filled by majority vote of the remaining Directors, although
less than a quorum. The Directors so chosen to fill any such vacancy or
newly-created directorship shall hold office until the election of their
successors at the next annual meeting of Shareholders.
Section 6. Place. Time and Notice of Meetings. The Directors may hold
their meetings in such place or places, within and without the State of Vermont,
as the Board of Directors may determine from time to time; however, at least one
meeting each year shall be held in the State of Vermont. The Board of Directors
shall meet each year immediately after the annual meeting of Shareholders, for
the purpose of organization, election of Officers, and consideration of any
other business that may properly come before the meeting. No notice of any kind
to either old or new members of the Board of Directors for this annual meeting
shall be necessary. Special meetings of the Directors shall be held at the call
of the President or of the Secretary or of any one Director. A notice of a
special meeting of the Board of Directors need not specify the purposes of the
meeting. Notice of the time, date and place of all special meetings of the Board
of Directors shall be given to each Director by the Secretary, or in the case of
the death, absence, incapacity or refusal of such person, by the Officer or one
of the Directors calling the meeting. Such notice shall be given to each
Director at least one day in advance of the special meeting. Oral notice shall
be sufficient, if reasonable under the circumstances, and shall be effective
when communicated. If oral notice is used, a record shall be kept of the time,
date, and place such notice was given and by whom. If written notice is
employed, it shall be deemed effective at the earlier of: (1) when received; (2)
5 days after deposit in the United States mail, as evidenced by the postmark, if
mailed postpaid and correctly addressed; or (3) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee. Notice need not be given
to any Director if that Director executes a signed, written waiver of notice
either before or after the meeting, and the waiver is filed with the records of
the meeting. A Director's attendance at or participation
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in a meeting acts as a waiver of any deficiency in the notice to that Director
unless the Director objects at the beginning of the meeting (or promptly upon
the Director's arrival) and the Director does not thereafter vote for or assent
to action taken at the meeting. Notice of a later meeting need not be given to
any Director who attended a prior meeting at which such latter meeting was duly
called and the time, date, and place thereof noticed.
Section 7. Telephone Meetings and Written Consents. Any action required
or permitted to be taken at any meeting of the Board of Directors or committees
thereof may be taken by telephone conference call or other communications
equipment, between at least a quorum of the Directors, or may also be taken
without a meeting if all members of the board or committee, as the case may be,
consent to such action in writing and the writing or writings are filed in the
minute book of the board or committee.
Section 8. Removal of Directors. Any and all Directors may be removed
with or without cause by a vote of a majority of the shares issued and
outstanding and entitled to vote. The notice to Shareholders (or any waiver of
notice) of any meeting at which such action is proposed to be taken shall state
that the purpose, or one of the purposes, of the meeting is the removal of the
Director.
ARTICLE III
OFFICERS
Section 1. Officers. The Officers of the Corporation shall consist of a
President, a Treasurer, a Secretary and any such other Officers and Assistant
Officers, without limitation, as the Directors may elect or appoint at their
annual meeting or from time to time thereafter. The President, Secretary, and
Treasurer shall be elected annually by the Directors at their annual meeting
following the annual meeting of the Shareholders. Other Officers may be chosen
by the Directors at such meeting or at any other time. Each Officer shall hold
office until a successor is elected and qualified or until his or her earlier
death, resignation or removal. Any Officer may resign at any time upon
delivering a resignation in writing to the President, the Treasurer or the
Secretary or to a meeting of the Directors. Such resignation shall be effective
upon receipt unless specified to be effective at some other time. Any Officer
elected by the Board of Directors may be removed at anytime, with or without
cause, by majority vote of the whole Board of Directors taken at a meeting duly
called and held. Any vacancy occurring in any office of the Corporation by
reason of death, resignation, removal of an Officer or otherwise, shall be
filled by the Board of Directors in the same manner as the ordinary election of
Officers by Directors, and an Officer so chosen shall hold office until the next
regular election for that office, or until earlier death, resignation or
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removal. The compensation of all Officers shall be fixed from time to time by
the Board of Directors.
Section 2. President. It shall be the duty of the President to preside
at all meetings of the Shareholders and all meetings of the Board of Directors
and to have general authority over the ordinary course of the business of the
Corporation.
Section 3. Vice-President. Any Vice-President, or Vice-Presidents,
shall have such powers and duties as shall be assigned to them by the Board of
Directors or the President.
Section 4. Treasurer and Assistant Treasurers. The Treasurer shall,
subject to the direction and under the supervision of the Directors, have:
general charge of the financial concerns of the Corporation; care and custody of
the funds and valuable papers of the Corporation, except the Treasurer's own
bond, if any; authority to endorse for deposit or collection all notes, checks,
drafts and other obligations for the payment of money payable to the Corporation
or to its order, and to accept drafts on behalf of the Corporation; authority to
pay or cause to be paid all dividends voted by the Board of Directors; and shall
keep, or cause to be kept, accurate books of Account, which shall be the
property of the Corporation. If required by the Board of Directors, the
Treasurer shall give bond for the faithful performance of the Treasurer's duties
in such form, in such sum, and with such sureties as the Directors shall
require. Any Assistant Treasurer shall have such powers and duties as the
Directors or the President may delegate to such office.
Section 5. Secretary and Assistant Secretaries. The Secretary shall, in
addition to any duties imposed upon that office pursuant to Vermont law, the
Articles of Incorporation or these Bylaws, keep an attested copy of the Articles
of Incorporation and amendments thereto, and of these Bylaws with a reference on
the margin of said Bylaws to all amendments thereof, all of which documents and
books shall be kept at the registered office of the Corporation or at the office
of the Secretary. The Secretary shall keep or cause to be kept, at the
registered office of the Corporation or at the secretary's office, the stock and
transfer records of the Corporation. The Secretary shall also keep a record of
the meetings of the Directors. The Secretary shall give or cause to be given
such notice as may be required of all meetings of Shareholders and all meetings
of the Board of Directors, and shall keep the seal of the Corporation in safe
custody and affix it to any instrument when such action is incident to his or
her office or is authorized by the Board of Directors. Any Assistant Secretary
shall have such powers and duties as the Directors or the President may delegate
to such office.
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Section 6. Other Powers and Duties. Subject to these Bylaws, each
Officer shall have in addition to the duties and powers specifically set forth
in these Bylaws, such duties and powers as the Directors or the President may
from time to time delegate to such office.
ARTICLE IV
SHARES OF STOCK
Section 1. Amount Authorized. The amount of the authorized capital
stock and the par value, if any, of the shares authorized shall be fixed in the
Articles of Incorporation, as amended from time to time.
Section 2. Stock Certificates. The Board of Directors may authorize the
issuance of shares of the Corporation with or without Certificates. Within a
reasonable time after the issuance or transfer of shares without certificates,
and at least annually thereafter, the Corporation shall send each Shareholder a
written statement containing: the name of the issuing corporation and that it is
organized under the laws of Vermont; the name of the person to whom the shares
are issued; the number and class of shares and the designation of series, if
any; and any restriction on the transfer of shares. If the Corporation issues
shares represented by certificates, each Shareholder shall be entitled to a
certificate representing the shares of the Corporation owned by him or her,
under the corporate seal or a facsimile thereof, containing the same information
as would be required in a written statement to Shareholders in the absence of
such certificate, in a form as may be prescribed from time to time by the
Directors. Such certificate shall be signed by the President or a Vice
President, and the Treasurer or the Secretary.
Section 3. Transfer. Shares may be transferred on the books of the
Corporation by the signed written request of the holder thereof or by the
surrender to the Corporation of the certificate therefore properly endorsed by
the registered holder and with such proof of authenticity of signature as the
Secretary of the Corporation may reasonably require. The Corporation shall be
entitled to treat the record holder of shares as shown on its books as the owner
of such shares for all purposes.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 or as otherwise determined by the Board of Directors.
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Section 2. Seal. The seal of the Corporation shall, subject to
alteration by the Directors, consist of a flathead, circular die with the words
"Vermont", the name of the Corporation, and "2002" cut or engraved thereon.
Section 3. Voting of Shares in Other Corporations. Except as the
Directors may otherwise designate, the President or Treasurer may waive notice
of, and appoint any person or persons to act as proxy or attorney in fact for
this Corporation (with or without power of substitution), at any meeting of
Shareholders of any other corporation or organization, the securities of which
may be held by this Corporation.
Section 4. Amendments. These Bylaws may at any time be repealed,
altered or amended by vote of the Directors or the Shareholders in accordance
with Vermont law.
ARTICLE VI
NOTES. CHECKS. DRAFTS AND CONTRACTS
Section 1. Notes, Checks and Drafts. The notes, checks and drafts of
the Corporation shall be signed by such person or persons as the Board of
Directors may from time to time designate, and in the absence of such
designation, by the Treasurer. Manual signature or signatures shall be required
on all notes and drafts of the Corporation. In the case of checks of the
Corporation, either manual or facsimile signature or signatures may be used.
Section 2. Contracts. Contracts of the Corporation shall be executed by
such person or persons as may be generally designated by the Board of Directors
and, in the absence of such designation, by the President, a Vice-President or
the Treasurer.
ARTICLE VII
INDEMNIFICATION
Indemnification Policy. The Corporation shall indemnify its Directors
and Officers, and by action of its Directors, may indemnify its employees and
agents, against liability incurred by any of them in their capacity as such, to
the full extent permitted by and in accordance with the laws of Vermont, as
amended from time to time. Such indemnification shall continue as to a person
who has ceased to be a Director, Officer, employee, or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
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