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EXHIBIT 3.1
RESTATED BY-LAWS
OF
CRAWFORD & COMPANY
(reflecting amendments made through July 27, 1999)
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at such place,
either within or without the State of Georgia, on such date, and at such time,
as the Board of Directors or its Executive Committee may by resolution provide,
or if the Board of Directors or Executive Committee fails to provide for such
meeting by action by April 1 of any year, then such meeting shall be held at the
principal office of the Company in Atlanta, Georgia at 11:00 a.m. on the third
Tuesday in April of each year, if not a legal holiday under the laws of the
State of Georgia, and if a legal holiday, on the next succeeding business day.
The Board of Directors may specify by resolution prior to any special meeting of
shareholders held within the year that such meeting shall be in lieu of the
annual meeting.
Section 2. Special Meetings. Except as otherwise provided by
law, special meetings of the shareholders may be called by the Board of
Directors, or its Executive Committee, or by the Chairman of the Board, or by
the President, or by the holders of record of at least one-fourth (1/4) of the
outstanding stock entitled to vote at such meeting. Such meeting may be held in
such place, either within or without the State of Georgia, as is stated in the
call and notice thereof.
Section 3. Notice of Meeting. Written notice of each meeting
of shareholders, stating the date, time and place of the meeting, and describing
the purpose or purposes of the meeting if it is a special meeting, shall be
mailed to each shareholder entitled to vote at such meeting at such
shareholder's address shown on the Company's current record of shareholders not
less than ten (10) nor more than sixty (60) days prior to such meeting. If an
amendment to the Articles of Incorporation, a plan of merger or share exchange,
or a sale of assets of the Company is to be considered at any annual or special
meeting, the written notice shall state that consideration of such action is one
of the purposes of such meeting. A shareholder may waive notice of a meeting
before or after the meeting. The waiver must be in writing, must be signed by
the shareholder entitled to the notice, and must be delivered to the Company for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting (1) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting
objects to holding a meeting or transacting business at the meeting, and (2)
waives objection to consideration of a particular matter at the meeting, that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented. Neither the
business transacted at, nor the purpose of, any meeting need be stated in a
waiver of notice of a meeting, except that, with respect to a waiver of notice
of a meeting at which
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an amendment to the Articles of Incorporation, a plan of merger or share
exchange, sale of assets, or any other action that would entitle the shareholder
to dissenter's rights, is submitted to a vote of shareholders, the same material
that the Georgia Business Corporation Code would have required to be sent to the
shareholder in a notice of the meeting must be delivered to the shareholder
prior to such shareholder's execution of the waiver of notice, or the waiver
itself must expressly waive the right to such material.
Notice of any meeting may be given by or at the direction of
the Secretary or by the person or persons calling such meeting, if the Secretary
fails to give such notice within twenty (20) days after the call of a meeting.
No notice need be given of the new date, time or place of reconvening any
adjourned meeting, if the new date, time and place to which the meeting is
adjourned are announced at the adjourned meeting before adjournment, except
that, if a new record date for the adjourned meeting is or must be fixed under
the applicable provisions of the Georgia Business Corporation Code, notice of
the adjourned meeting must be given to persons who are shareholders as of the
new record date.
Notwithstanding the foregoing, notice of any meeting of the
shareholders may be given by electronic or any other means to the extent that
delivery of such notice by those means is not precluded by the Georgia Business
Corporation Code or the rules and regulations of The New York Stock Exchange or
the United States Securities and Exchange Commission.
Section 4. Quorum. A majority in interest of the issued and
outstanding capital stock of the Company entitled to vote at any annual or
special meeting of shareholders and represented either in person or by proxy
shall constitute a quorum for the transaction of business at such annual or
special meeting. Once a share is represented for any purpose at a meeting other
than solely to object to holding the meeting or transacting business at the
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be (under the provisions of the Georgia Business Corporation Code) set for
that adjourned meeting. If a quorum shall not be present, the holders of a
majority of the stock represented may adjourn the meeting to some later time.
When a quorum is present, a vote of a majority of the stock represented in
person or by proxy shall determine any question, except as otherwise provided by
the Articles of Incorporation, these By-laws, or by law.
Section 5. Proxies. A shareholder may vote, execute consents,
waivers and releases and exercise any of his other rights, either in person or
by proxy duly executed in writing by the shareholder. A proxy for any meeting
shall be valid for any adjournment of such meeting. Unless otherwise provided in
the proxy, it shall confer discretionary authority to vote on any proposal by a
shareholder not included with the proxy materials accompanying the notice and
proxy if the Company did not have notice of that matter at least 120 days before
the date on which the Company first mailed its proxy materials for the prior
year's annual meeting of shareholders.
Section 6. Record Date. The Board shall have power to close
the stock transfer books of the Company for a period not to exceed fifty (50)
days preceding 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 capital stock shall go into effect;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board may fix in advance a date, not exceeding seventy (70) days
preceding the date of any meeting of shareholders, or the date of the payment of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination
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of the shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such notices
of, and to vote at, such meeting, 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 stock on the books of the Company after
any such record date fixed as aforesaid.
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. The Board of Directors shall
have the management of the business of the Company, and, subject to any
restrictions imposed by law, by the charter, or by these By-Laws, may exercise
all the power of the corporation.
Section 2. Number and Term of Directors. The number of
Directors which shall constitute the full Board shall be ten (10), but the
number may be increased or decreased by amendment of these By-Laws either by the
Board of Directors or by the affirmative vote of a majority of the voting power
of the outstanding stock of the Company entitled to vote generally in the
election of Directors, voting as a class. At each annual meeting the
shareholders entitled to vote thereon shall elect the Directors, who shall serve
until their successors are elected and qualified; provided that the shareholders
entitled to vote thereon at any special meeting may remove any Director, with or
without cause, and may fill any vacancy created thereby. Any vacancy in the
Board of Directors occurring between meetings of the shareholders may be filled
by the vote of a majority of the remaining Directors, though less than a quorum.
Section 3. Meetings of the Directors. The Board may by
resolution provide for the time and place of regular meetings, and no notice
need be given of such regular meetings. Special meetings of the Directors may be
called by the full Board of Directors, by the Executive Committee of the Board
of Directors, by the Chairman of the Board, by the President, or by at least any
two (2) of the Directors. There shall be an annual meeting of the Board of
Directors at the place of and immediately following the annual meeting of
shareholders.
Section 4. Quorum. A majority of the number of Directors fixed
as herein provided or fixed as otherwise provided by law shall constitute a
quorum for the transaction of business at any meeting thereof. If a quorum shall
not be present, a majority of the Directors present at any such meeting may
adjourn the meeting to some later time.
Section 5. Action. When a quorum is present, the vote of a
majority of the Directors present shall be the act of the Board of Directors,
unless a greater vote is required by law, by the Articles of Incorporation or by
these By-Laws.
Section 6. Notice of Meetings. Notice of each meeting of the
Board shall be given by the Secretary by mailing the same at least five (5) days
before the meeting or by telephone or telegraph or in person at least two (2)
days before the meeting, to each Director, except that no notice need be given
of regular meetings fixed by the resolution of the Board. Any Director may waive
notice, either before or after any meeting, and shall be deemed to have waived
notice if he is
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present at the meeting. If the Secretary fails to give such notice in the manner
specified in the call, within five (5) days after receiving notice of the call,
the person or persons calling such meetings, or any person designated by him or
them may give such notice. Neither the business to be transacted at or the
purpose of any regular or special meeting of the Board need be specified in the
notice or waiver of notice of such meeting.
Section 7. Committees. The Board may by resolution provide for
an Executive Committee and one or more other committees, each consisting of such
Directors as are designated by the Board. Any vacancy in such Committee may be
filled by the Board. Except as otherwise provided by law, by these By-Laws, or
by resolution of the full Board, such Executive Committee shall have and may
exercise the full powers of the Board of Directors during the interval between
the meetings of the Board and wherever by these By-Laws, or by resolution of the
shareholders, the Board of Directors is authorized to take action or to make a
determination, such action or determination may be taken or made by such
Executive Committee, unless these By-Laws or such resolution expressly require
that such action or determination be taken or made by the full Board of
Directors. The Executive Committee, or other Committee, shall by resolution fix
its own rules of procedure, and the time and place of its meetings, and the
person or persons who may call, and the method of call, of its meetings.
Section 8. Compensation. A fee for serving as a Director and
reimbursement for expenses for attendance at meetings of the Board of Directors
or any Committee thereof may be fixed by resolution of the full Board.
Section 9. Qualifications of Directors
(a) Corporate Officers. Except as provided in subsection (c)
below, no person who is or has been an officer of the Company shall be eligible
for nomination or renomination as a member of the Board of Directors of the
Company at any time after the earlier of the following occurrences: (i) such
person has attained the age of seventy (70), or (ii) the second anniversary of
the date of such person's retirement, resignation or removal as an officer of
the Company.
(b) Other Directors. Except as provided in subsection (c)
below, no person shall be eligible for nomination or renomination as a member of
the Board of Directors of the Company at any time after the earlier of the
following occurrences: (i) such person has attained the age of seventy (70), or
(ii) the second anniversary of the termination by retirement of the "Principal
Employment" (as hereinafter defined) of such person. As used herein, the term
"Principal Employment" means the principal employment, professional affiliation
or business activity as set forth in the Company's Proxy Statement dated March
24, 1986 (in the case of directors holding office on April 22, 1986) or the
first Proxy Statement of the Company that contains such information (in the case
of directors first elected after April 22, 1986).
(c) Exceptions. The provisions of subsection (a) and (b) above
shall not apply to (i) any person who, at the time of such person's nomination
or re-nomination as a member of the Board of Directors of the Company, is the
beneficial owner of ten percent (10%) or more of the voting power of the
outstanding stock of the Company entitled to vote generally in the election of
Directors; or (ii) Forrest L. Minix.
Section 10. Honorary Directors. The Board of Directors shall
have the authority to appoint honorary members of the Board of Directors and to
further designate any such
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honorary member as an "Emeritus" officer of the Company. It shall not be a
requirement that any such honorary member be qualified to be a member of the
Board of Directors. An honorary member shall be entitled to notice of and
attendance at all meetings of the Board of Directors and to participate in such
meetings, except that such honorary member shall have no voting rights nor shall
such honorary member be included in determining a quorum under Section 4.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Company shall consist
of a Chairman of the Board, a corporate President, one or more business unit
Presidents, one or more Vice Presidents, a Secretary, a Comptroller, a
Treasurer, and such other officers or assistant officers as may be elected by
the Board of Directors. Any two (2) or more offices may be held by the same
person. The Board may designate one or more Vice Presidents as Executive Vice
Presidents or Senior Vice Presidents, and may designate the order in which the
Vice Presidents may act.
Section 2. Chairman of the Board. Subject to the control of
the Board of Directors, the Chairman of the Board shall give supervision and
direction to the affairs of the Company, and shall be the chief executive
officer of the Company. He shall preside at all meetings of the shareholders and
of the Board of Directors.
Section 3. Corporate President. The corporate President shall
be the chief operating officer of the Company and shall give general supervision
and administrative direction to the affairs of the Company, subject to the
direction of the Board of Directors and Chairman of the Board.
Section 4. Business Unit President. A business unit President
shall be the chief operating officer of the designated major business unit of
the Corporation, reporting to the Chairman of the Board or the corporate
President, as the Board of Directors shall designate. Business units need not
have a President, and in the absence of such an officer, will be managed by one
or more Vice Presidents.
Section 5. Vice President. A Vice President shall have such
powers and perform such duties as the Board of Directors, corporate President,
or, in the case of the business unit Vice President, as that business unit
President may prescribe. A Vice President shall act in case of the absence or
disability of the corporate President or business unit President. If there is
more than one Vice President, such Vice Presidents shall act in the order of
precedence as set out by the Board of Directors, or in the absence of such
designation, as designated by the corporate President or business unit
President.
Section 6. Treasurer. The Treasurer shall receive and have the
custody of all moneys and securities of the Company, shall pay such dividends as
may be declared from time to time by the Board of Directors, and do and perform
all such duties as may be required of him by its Board of Directors, and such
other duties as usually devolve upon such officers.
Section 7. Comptroller. The Comptroller shall be responsible
for the maintenance of proper financial books and records of the Company.
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Section 8. Secretary. The Secretary shall keep the minutes of
the meetings of the shareholders, the Directors, the Executive Committee, and
the other committees of the Board and shall have custody of the seal of the
Company.
Section 9. Assistant Secretaries. The Assistant Secretaries,
in the order of their seniority, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary, and
shall perform such other duties as the Board of Directors shall prescribe.
Section 10. Assistant Treasurers. The Assistant Treasurers, in
the order of their seniority, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer, and
shall perform such other duties as the Board of Directors shall prescribe.
Section 11. Other Duties and Authorities. Each officer,
employee and agent shall have such other duties and authorities as may be
conferred on them by the Board of Directors and, subject to any directions of
the Board, by the Chairman of the Board, the corporate President, and any
business unit President.
Section 12. Removal. Any officer may be removed at any time by
the Board of Directors and such vacancy may be filled by the Board of Directors.
A contract of employment for a definite term shall not prevent the removal of
any officer; but this provision shall not prevent the making of a contract of
employment with any officer and any officer removed in breach of his contract of
employment shall have a cause of action therefor.
Section 13. Salary. The salaries of all officers of the
Company shall be fixed by the Board of Directors or by a duly authorized
Committee of the Board.
ARTICLE IV
DEPOSITORIES, SIGNATURES AND SEAL
Section 1. Depositories. All funds of the Company shall be
deposited in the name of the Company in such depository or depositories as the
Board may designate and shall be drawn out on checks, drafts or other orders
signed by such officer, officers, agent or agents as the Board may from time to
time authorize.
Section 2. Contracts. All contracts and other instruments
shall be signed on behalf of the Company by such officer, officers, agent or
agents, as the Board may from time to time by resolution provide.
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Section 3. Seal. The corporate seal of the Company shall be as
follows, or in such other form as the Board may from time to time by resolution
provide:
(Imprint of Seal)
If the seal is affixed to a document, the signature of the
Secretary or an Assistant Secretary shall attest the seal. The seal and its
attestation may be lithographed or otherwise printed on any document and shall
have, to the extent permitted by law, the same force and effect as if it had
been affixed and attested manually.
ARTICLE V
STOCK TRANSFERS
Section 1. Form and Execution of Certificates. The
certificates of shares of capital stock of the Company shall be in such form as
may be approved by the Board of Directors and shall be signed by the Chairman of
the Board or the President and by the Secretary or any Assistant Secretary or
Treasurer or any Assistant Treasurer, provided that any such certificate may be
signed by the facsimile of the signature of either or both of such officers
imprinted thereon if the same is countersigned by a transfer agent of the
Company, and provided further that certificates bearing the facsimile of the
signature of such officers imprinted thereon shall be valid in all respects as
if such person or persons were still in office, even though such officer or
officers have died or otherwise ceased to be officers.
Section 2. Transfer of Shares. Shares of stock in the Company
shall be transferable only on the books of the Company by proper transfer signed
by the holder of record thereof or by a person duly authorized to sign for such
holder of record. The Company or its transfer agent shall be authorized to
refuse any transfer unless and until it is furnished such evidence as it may
reasonably require showing that the requested transfer is proper. Upon the
surrender of a certificate for transfer of shares of stock, such certificate
shall at once be conspicuously marked on its face "Cancelled" and filed with the
permanent stock records of the Company.
Section 3. Lost, Destroyed or Mutilated Certificates. The
Board may by resolution provide for the issuance of certificates in lieu of
lost, destroyed or mutilated certificates and may authorize such officer or
agent as it may designate to determine the sufficiency of the evidence of such
loss, destruction or mutilation and the sufficiency of any security furnished to
the Company and to determine whether such duplicate certificate should be
issued.
Section 4. Transfer Agent and Registrar. The Board may appoint
a transfer agent or agents and a registrar or registrars of transfers, and may
require that all stock certificates bear the signature of such transfer agent or
such transfer agent and registrar.
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ARTICLE VI
INDEMNIFICATION
Section 1. The Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including court costs and
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. The Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including court costs and attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 3. To the extent that a director, officer, employee or
agent of the Company shall be successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Sections 1 and 2 of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including court costs and attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Section 4. Any indemnification under Sections 1 and 2 of this
Article (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in said Sections 1 and 2.
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.
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Section 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final
disposition or such action, suit or proceeding as authorized by the Board of
Directors in the manner provided in Section 4 of this Article upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized in this Article, and, if such person is
a director, upon receipt of a written affirmation of such director's good faith
belief that he or she has met the standards of conduct required by the Georgia
Business Corporation Code.
Section 6. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and 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 a person.
Section 7. The Board of Directors may authorize, by a vote of
a majority of the full Board, the Company to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of this Article.
ARTICLE VII
AMENDMENT
Section 1. The Board of Directors or the shareholders entitled
to vote thereon shall have the power to alter, amend or repeal the By-laws or
adopt new by-laws. The shareholders may prescribe that any by-law or by-laws
adopted by them shall not be altered, amended or repealed by the Board of
Directors. Action by the Board of Directors with respect to by-laws shall be
taken by an affirmative vote of a majority of all directors then holding office.
An action by the shareholders with respect to by-laws shall be taken by the
affirmative vote of a majority of the shares then issued and outstanding and
entitled to vote.
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