EXHIBIT 3(ii)
BY-LAWS
OF
JEFFERSON-PILOT CORPORATION
AS AMENDED TO AND INCLUDING
February 10, 2003
BY-LAWS
OF
JEFFERSON-PILOT CORPORATION
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ARTICLE I
Shareholders
Section 1. Annual Meeting.
The annual meeting of the shareholders shall be held on the first Monday in May
of each year at 10:00 o'clock A.M. local time in effect at the place of the
meeting, at the principal office of the Corporation in Greensboro, North
Carolina, or at such other time and/or at such other place as shall be fixed by
the Board of Directors.
Section 2. Special Meetings.
Special meetings of the shareholders may be called by the Board of Directors.
Only business within the purposes described in the meeting notice may be
conducted at a special meeting, unless this requirement is deleted from North
Carolina law.
Section 3. Notice of Meeting.
At least ten days' notice of a meeting of shareholders shall be given to each
shareholder entitled to vote at the meeting, by mail or express service to the
shareholder's last known address.
Section 4. Voting Rights.
At all meetings of the shareholders, each shareholder entitled to
vote may vote personally or by proxy duly executed in writing by the shareholder
or by a duly authorized attorney-in fact (or in such other manner as may be
permitted under North Carolina law).
Section 5. Quorum.
Except as otherwise provided by law or by the Articles of Incorporation, a
quorum at any meeting of shareholders shall consist of shareholders representing
in person or by proxy a majority of the votes which are eligible to be cast at
the meeting. If no quorum is present, the meeting may be adjourned from time to
time until a quorum is present.
Section 6. Advance Notice of Shareholder Resolutions.
Proposals for shareholder action may be made only by a shareholder entitled to
vote for the election of Directors generally and only if written notice of such
shareholder's intent to make such proposal or proposals has been given, either
by personal delivery or by United States mail, postage prepaid, to the Secretary
of the Corporation not later than (i) with respect to an annual meeting of
shareholders, 90 days in advance of such meeting, and (ii) with respect to a
special meeting of shareholders, the close of business on the seventh day
following the date on which notice of such meeting is given to shareholders.
Each such notice shall set forth: (a) the name and address of the shareholder
who intends to make the proposal or proposals; (b) a written statement of the
shareholder's
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proposal or proposals; and (c) a representation that the shareholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to make the proposal or
proposals. The Chairman of the meeting may refuse to acknowledge the proposal or
proposals of any person not made in compliance with the foregoing procedure. For
inclusion in the Corporation's proxy materials, proposals must meet any earlier
deadline specified in the Corporation's most recent proxy statement or rules of
the Securities and Exchange Commission.
ARTICLE II
Board of Directors
Section 1. General Authority.
The business and affairs of the Corporation shall be managed under the direction
of a Board of Directors consisting of no less than eleven and no more than
fifteen Directors, with the exact number of Directors to be established from
time to time by the Board of Directors.
Section 2. Classes.
The Directors of the Corporation shall be divided into three classes, designated
Class I, Class II and Class III. Each Class shall consist, as nearly as
possible, of one-third of the total number of Directors consisting of the entire
Board of Directors. In the election of Directors at the 1986 Annual Meeting of
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Shareholders, the Class I Directors shall be elected to hold office for a term
to expire at the first annual meeting of shareholders thereafter; the Class II
Directors shall be elected to hold office for a term to expire at the second
annual meeting of shareholders thereafter; and the Class III Directors shall be
elected to hold office for a term to expire at the third annual meeting of
shareholders thereafter, and in the case of each Class, until their successors
are elected and qualified. At each annual meeting of shareholders held after the
1986 Annual Meeting of Shareholders, the Directors elected to succeed those
whose terms expire shall be identified as being of the Class as the Directors
they succeed and shall be elected to hold office for a term to expire at the
third annual meeting of the shareholders after their election, and until their
successors are elected and qualified.
Section 3. Meetings.
(a) The regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of shareholders. Other regular meetings
of the Board shall be held on the second Monday in February and on the first
Monday in August and November of each year. The Board by formal or informal
action of the majority thereof may cancel any regular meeting other than the
annual meeting. The Chief Executive Officer may, and upon written request of a
majority of the entire Board shall, change
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the date and/or fix the place and time for any regular meeting.
(b) Special meetings of the Board may be called by the Chairman of the Board,
the President or any two Directors.
Section 4. Notice of Meetings.
Written notice shall be given to each Director stating the time and place of any
annual, regular or special meeting of the Board of Directors. Such notice need
not specify the purpose of the meeting, unless required by North Carolina law,
the Articles of Incorporation or these By-laws. Any such notice shall be deemed
timely given if given by any usual means of communication, including orally or
by telephone, which in the normal course should be received by the Director at
least three business days before the meeting.
Section 5. Informal Meetings and Action by Written Consent.
(a) Any or all Directors may participate in a meeting of the Board of Directors
or any Committee thereof through the use of conference telephone or any other
means of communication by which all Directors participating in the meeting may
simultaneously hear each other during the meeting.
(b) Any action required or permitted to be taken by the Board of Directors or
any Committee thereof may be taken without a meeting if one or more written
consents thereto are signed by all members of the Board or Committee either
before or after such action and are filed with the minutes or records of the
Board or Committee.
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Section 6. Chairman and Vice Chairman.
The Board of Directors shall elect one of the Directors as Chairman of the
Board. The Chairman shall preside at all meetings of shareholders and of the
Board of Directors and shall have such other duties and authority as the Board
of Directors shall prescribe. The Board of Directors may elect one or more Vice
Chairmen of the Board, whose duties and authority shall be determined by or in a
manner specified by the Board. The Chairman or any Vice Chairman may be removed
or replaced by the Board at any time.
Section 7. Notice of Nominations.
Advance notice of shareholder nominations for the election of Directors shall be
given in the manner provided in Section 10 of this Article II.
Section 8. Filling of Vacancies.
Vacancies on the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors then in office, although less than a quorum
or by a sole remaining Director. Any Director elected in accordance with the
preceding sentence shall hold office for the full term of the Class of Directors
in which the vacancy occurred, and until such Director's successor shall have
been elected and qualified.
Section 9. Removal of Directors.
Any Director, or the entire Board of Directors, may be removed
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from office at any time, with or without cause, by the affirmative vote of the
holders of 80% of the outstanding stock of the Corporation. Any Director may
also be removed from office at any time, for cause, by the vote of a majority of
the entire Board of Directors. The provisions of this Section 9 are subject to
the requirements of North Carolina General Statute 55-27 relating to cumulative
voting and shareholder suits until the same may be repealed.
Section 10. Nominations for Director.
Nominations may be made by the Board of Directors or by a proxy committee
appointed by the Board of Directors or by any shareholder entitled to vote in
the election of Directors generally. However, any shareholder entitled to vote
in the election of Directors generally may nominate one or more persons for
election as Directors at a meeting only if written notice of such shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of shareholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of shareholders for
the election of Directors, the close of business on the seventh day following
the date on which notice of such meeting is first given to shareholders.
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Each such notice shall set forth: (a) the name and address of the shareholder
who intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the Corporation if
so elected. The Chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
Section 11. Voting Requirement for Certain Amendments.
Notwithstanding any other provisions of law or the Corporation's Articles of
Incorporation or these By-Laws (and notwithstanding the fact that a lesser
percentage may be specified by law, the Articles of Incorporation or these
By-Laws) the affirmative vote
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of the holders of 80% or more of the outstanding shares of stock of the
Corporation shall be required to amend or repeal, or adopt any provision
inconsistent with or which relates to Sections 1, 2, 7, 8, 9, 10 or 11 of this
Article II.
ARTICLE III
Officers
Section 1. Officers.
The officers of the Corporation shall consist of a Chairman of the Board (if the
Board of Directors designates this position as an officer), President,
Secretary, Treasurer and such Executive Vice Presidents, Senior Vice Presidents,
Vice Presidents and other officers as the Board of Directors may from time to
time elect. The Chief Executive Officer may appoint for a fixed or indeterminate
term and may remove at any time with or without cause, (i) Assistant Secretaries
and Assistant Treasurers and (ii) assistant, associate and other subordinate
officers whose authority and duties shall be specified by, or by a delegee of,
the Chief Executive Officer. Any two or more offices may be held by the same
person, but no individual may act in more than one capacity where action of two
or more officers is required.
Section 2. Election and Removal.
The officers of the Corporation shall be elected by the Board of Directors and
may be removed with or without cause at any time by the Board, provided however,
that such removal shall not affect
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any written contractual rights of any such officer.
ARTICLE IV
Duties of Officers
Section 1. Chief Executive Officer and President.
The Board of Directors shall designate the Chairman of the Board or the
President as the Chief Executive Officer, who shall be the principal executive
officer of the Corporation and shall have the authority to supervise and control
the management of the Corporation in accordance with these By-Laws, subject to
the direction of the Board of Directors. Without limiting the generality of the
foregoing, the Chief Executive Officer shall, in accordance with policies and
within any limits set by the Board of Directors, have authority with respect to
developing and directing the budgets and strategic plans of the Corporation,
determining the employment and (to the extent delegated by the Compensation
Committee) compensation of senior executive personnel and other employees,
developing and directing the Corporation's investment, product and marketing
strategies, determining fundamental aspects of the Corporation's personnel and
employee benefit policies, and developing and directing the Corporation's
capital structure, financing and significant acquisitions and divestitures. The
President, if not the Chief Executive Officer, shall perform such duties and
have such powers as the Board of Directors or the Chief Executive Officer shall
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prescribe.
Section 2. Vice Presidents.
Each Executive Vice President, Senior Vice President and Vice President shall
perform the duties and exercise the powers normally conferred by statutory and
general law and custom upon a vice president of a company and shall perform such
other duties and have such other powers as the Board of Directors or the Chief
Executive Officer shall prescribe.
Section 3. Secretary.
The Secretary shall keep accurate records of the acts and proceedings of all
meetings of shareholders, Directors and Committees thereof and shall give all
notices required by law or by these By-Laws. The Secretary shall have general
charge of the corporate books and records, the stock transfer books and the
corporate seal, shall affix the corporate seal to any lawfully executed
instrument requiring it, and shall sign such instruments as may require such
signature. The Secretary shall perform all duties incident to the office of
Secretary and shall perform such other duties and have such other powers as
shall be prescribed from time to time by the Board of Directors or the Chief
Executive Officer.
Section 4. Treasurer.
The Treasurer shall have custody of all funds belonging to the Corporation and
shall receive, deposit or disburse the same as
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provided by law, and subject to such instruction as may be given by the Board of
Directors or the Chief Executive Officer. The Treasurer shall, in general,
perform all duties incident to the office of Treasurer and shall perform such
other duties and have such other powers as shall be prescribed from time to time
by the Board of Directors or the Chief Executive Officer.
Section 5. Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries and Assistant Treasurers shall perform such duties and
exercise such powers of those offices as shall be assigned to them by the
Secretary or the Treasurer, respectively, or by the Board of Directors or the
Chief Executive Officer, and shall have the authority to act in the absence or
inability to act of the respective such officer.
Section 6. Facsimile Signatures.
The facsimile signature for any officer may be used in any instance in which
such officer's signature is required or used on any instrument on behalf of the
Corporation.
ARTICLE V.
Capital Stock
Section 1. Stock Certificates.
Each holder of capital stock of the Corporation shall be entitled to a
certificate signed (either manually or in facsimile) by two officers of the
Corporation, namely, the Chairman of the Board (if the Chief Executive Officer),
the President or an Executive
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or Senior Vice President and the Secretary or an Assistant Secretary, except as
otherwise provided in the Articles of Incorporation as to any series of
preferred stock.
Section 2. Transfer and Registration.
Transfer of shares evidenced by certificates shall be made on the stock transfer
books of the Corporation upon surrender of the certificates for the shares
sought to be transferred and an assignment of transfer duly executed by the
record holder or a duly authorized agent or legal representative, with such
proof of authenticity of the signature as the Corporation or its agents may
reasonably require. The Board of Directors shall have the power to make such
rules, regulations and arrangements as it may deem expedient concerning the
issue, transfer, conversion, replacement and registration of stock certificates
of the Corporation or any direct registration option.
ARTICLE VI
Executive Committee
Section 1. Election and Number.
The Board of Directors shall appoint an Executive Committee which shall consist
of at least five and not more than seven Directors, and shall appoint the
Chairman and may appoint a Vice Chairman of the Committee. Vacancies occurring
on the Committee may be filled by the Board of Directors.
Section 2. General Powers.
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The Executive Committee may exercise all of the powers and authority of the
Board of Directors (except to the extent limited by North Carolina law)
including power and authority in the direction of the management of the business
and affairs of the Corporation. The Committee may elect its own Secretary (who
need not be a member of the Committee).
Section 3. Meetings.
A meeting of the Executive Committee may be called by the Chairman of the
Committee at any time and shall be called by such Chairman upon written request
of any two members of the Committee. All members shall be given reasonable
notice of the time and place of any meeting which, except in the case of an
emergency, shall not be later than the business day prior to the meeting. Such
notice need not specify the purpose of the meeting.
Section 4. Minutes.
Minutes of all meetings and actions of the Executive Committee shall be kept and
shall be reported to the Board of Directors at or prior to its next meeting.
Section 5. Quorum and Action.
A majority of the members of the Executive Committee shall constitute a quorum
for the transaction of business. The action of a majority of members present at
a meeting at which a quorum is present shall constitute the act of the
Committee.
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ARTICLE VII
Other Committees of the Board
Section 1. Standing Committees.
(a) Number. There shall be four standing Committees of the Board of Directors:
Audit, Compensation, Contributions and Nominating/Governance. At the first
meeting of the Board of Directors after each annual meeting of shareholders, the
Nominating/Governance Committee shall recommend and the Board shall appoint the
membership and the Chairman of each such Committee other than the
Nominating/Governance Committee. All members shall serve at the pleasure of the
Board.
(b) Quorum and Action. A majority of the members of any standing Committee shall
constitute a quorum for the transaction of business. The action of a majority of
members present at a Committee meeting at which a quorum is present shall
constitute the act of the Committee.
(c) Meetings and Minutes. Subject to the foregoing, and unless the Board shall
otherwise determine, each standing Committee shall fix its rules of procedure.
Meetings of a Committee may be held at any time upon the call of the Chief
Executive Officer or the Chairman or any two members of the Committee. The
Chairman of a Committee may designate any member of the Committee to preside at
a meeting in the absence of the Chairman. Each Committee shall keep minutes of
all meetings and actions which
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shall be available at all times to Directors. Action taken by a Committee shall
be reported promptly to the Board.
(d) Term of Office. A member of any standing Committee shall hold office until
the next meeting of the Board of Directors following the annual shareholders
meeting or, if earlier, until the member resigns, is removed by the Board or
ceases to be a Director.
(e) Vacancies. Should a vacancy occur on any standing Committee, the
Nominating/Governance Committee may recommend (except for a vacancy on the
Nominating/Governance Committee) and the Board may fill such vacancy.
Section 2. Audit Committee.
(a) How Constituted. The Audit Committee shall consist of not less than three
nor more than five Directors, each of whom shall meet the independence and
experience requirements of the New York Stock Exchange, as interpreted in the
business judgment of the Board.
(b) Duties. The Audit Committee shall assist the Board of Directors in oversight
of (1) the integrity of the Corporation's financial statements, (2) the adequacy
of internal controls, and (3) the independence and performance of the
Corporation's internal and external auditors. The Board shall adopt and approve
an Audit Committee Charter which shall set forth the duties of the Committee.
The Audit Committee shall annually
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reassess the Charter and recommend any changes to the Board.
Section 3. Compensation Committee.
(a) How Constituted. The Compensation Committee shall consist of not less than
three nor more than five Directors.
(b) Duties. The Compensation Committee shall approve the salaries to be paid to
the senior executive officers, and shall approve the salaries of all other
officers except those the approval of which it delegates to the Chief Executive
Officer or another officer. The Committee shall review the qualified employee
benefit plans maintained by the Corporation and review all recommendations for
changes in any plan which must be approved by the Board. The Committee shall
also administer the officer incentive plans and determine the awards thereunder.
Section 4. Contributions Committee.
(a) How Constituted. The Contributions Committee shall consist of not less than
three nor more than five Directors.
(b) Duties. The Contributions Committee shall administer and regulate the
contributions practices of the Corporation and its subsidiaries in accordance
with the policy with respect to charitable contributions adopted by the Board of
Directors.
Section 5. Nominating/Governance Committee.
(a) How Constituted. The Nominating/Governance Committee shall consist of not
less than three nor more than seven Directors. The membership and Chairman of
the Committee shall be appointed
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by the Board of Directors upon recommendation of the Executive Committee.
(b) Duties. The Nominating/Governance Committee shall recommend to the Board
nominees for election as Directors at any meeting of shareholders or to fill
vacancies on the Board. The Committee shall also recommend to the Board the
composition and the Chairman of all Committees of the Board other than the
Executive and Nominating/Governance Committees, and replacements for Directors
who have ceased to be members of such Committees. The Committee shall also
initiate investigations concerning or investigate all complaints concerning
possible conflict of interests involving Directors or officers of the
Corporation and shall recommend to the Board action to be taken to remove any
such conflict of interests and policies or procedures designed to avoid such
conflicts.
Section 6. Other Committees.
The Board of Directors may by resolution establish such other Committees of the
Board as it may deem advisable and specify the term and authority of each such
Committee.
ARTICLE VIII
Miscellaneous
Section 1. Financial Instruments and Transfers.
All promissory notes, bills, negotiable instruments, checks, bank drafts, orders
for the payment, transfer or withdrawal of funds,
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and all other similar instruments of the Corporation shall be signed, executed
or endorsed on behalf of the Corporation under such procedures as may be
established or authorized from time to time by the Board of Directors.
Section 2. Contracts and Other Instruments.
Except as otherwise required by law, the Articles of Incorporation or these
By-Laws, any contracts or other instruments not within the scope of Section 1 of
this Article may be executed on behalf of the Corporation by such officer(s) of
the Corporation as the Board of Directors may direct. Subject to any
restrictions imposed by the Board, any one or more of the Chairman of the Board
(if the Chief Executive Officer), the President, any Vice President, the
Secretary and the Treasurer of the Corporation may execute bonds, contracts,
deeds, leases and other agreements and instruments on behalf of the Corporation.
Section 3. Seal.
The corporate seal of the Corporation shall consist of two concentric circles
between which is the name of the Corporation and in the center of which is
inscribed SEAL.
Section 4. Waiver of Notice.
Whenever any notice is required to be given to any shareholder or Director by
law, the Articles of Incorporation or these By-Laws, a written waiver thereof,
which need not specify the purpose, signed by the person entitled to such
notice, whether before, at
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or after the time stated therein, shall be deemed equivalent to notice.
Attendance at a meeting in person or through voice communication shall
constitute a waiver of notice, unless the person at the beginning of the meeting
(or promptly upon later arrival) objects to holding the meeting or transacting
business at the meeting and, in the case of a Directors' meeting, does not
thereafter vote for or assent to action taken at the meeting.
Section 5. Fiscal Year.
The fiscal year of the Corporation shall be the calendar year unless the Board
of Directors shall otherwise determine.
-End of By-Laws-
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