BY-LAWS
Aetna Life Insurance and Annuity Company
Hartford, Connecticut
ARTICLE I
Offices
Section 1. The principal office of the Company shall be in the City of Hartford,
County of Hartford, State of Connecticut.
Section 2. The Company may also have offices at such other places, both within
and without the State of Connecticut, as the Board of Directors may from time to
time determine or the business of the Company may require. Such additional
offices within or without the State of Connecticut may include one or more
regional home offices and, with the approval of the Commissioner of Insurance of
Connecticut, an operational home office.
ARTICLE II
Stockholders' Meetings
Section 1. The Annual Meeting of the Stockholders of the Company shall be held
at the principal office of the Company or such other place within the State of
Connecticut as may be fixed from time to time by the Board of Directors. The
Annual Meeting shall be held in each year on such day in March or April and at
such hour as the Board of Directors may prescribe.
Section 2. Special meetings of the stockholders may be called by the Board of
Directors, a designated committee of the Board of Directors, or by the President
and shall be held at such time and at such place as shall be specified in such
call.
Section 3. Written notice of each stockholders' meeting stating the place, date
and hour of the meeting and (in case of a special meeting) the purpose or
purposes for which the meeting is called shall be given by or at the direction
of the Board, the President, the Secretary or any designated committee of the
Board of Directors not less than five (5) days before the date of the meeting to
each stockholder of record entitled to vote at such meeting.
Section 4. The quorum for each meeting of stockholders shall consist of 25% of
the voting power of shares entitled to vote at such meeting.
Section 5. Persons entitled to vote at any stockholders' meeting may vote in
person or by proxy executed in writing by the stockholder or his duly authorized
attorney-in-fact and filed with the Secretary of the Company not less than
twenty-four (24) hours prior to the meeting.
ARTICLE III
Directors
Section 1. The Board of Directors shall consist of not less than three and not
more than twenty-one Directors, and the number of directorships at any time
within such minimum and maximum range shall be the number fixed by vote of the
Stockholders or Directors or, in the absence thereof, shall be the number of
Directors elected at the preceding Annual Meeting of Stockholders.
Section 2. Vacancies in the Board of Directors shall be filled for the unexpired
term by majority vote of the remaining Directors, and each person so elected
shall be a Director until his successor is elected by the stockholders at the
next Annual Meeting of Stockholders or at any special meeting of stockholders
called for that purpose and held prior to that Annual Meeting.
Section 3. Regular meetings of the Board shall be held at such place and on such
day and hour at such periodic intervals as the Board may from time to time
designate. Notice of such regular meetings need not be given, but the Secretary
shall notify each Director by mail of the action of the Board designating or
changing the place, period, day, or hour of such regular meetings.
Section 4. Special meetings of the Board shall be held at the call of the
President, the Secretary, or not less than one-third of the Directors then in
office.
Section 5. The Board of Directors of the Company may hold meetings, both regular
and special, either within or without the State of Connecticut.
Section 6. A quorum shall consist of a majority of the Directors at the time in
office, but not less than two Directors nor less than one-third of the number of
Directors provided for by Article II, Section 1.
Section 7. The Board shall fix the compensation of each Director and of each
member of a committee appointed by the Board pursuant to Article IV.
ARTICLE IV
Committees of the Board
Section 1. The Board of Directors may appoint, by resolution passed by a
majority of the whole Board, three (3) or more Directors to constitute an
Executive Committee, which
Committee, to the extent provided in such resolution, shall have and exercise
all the powers of the Board when it is not in session, except as otherwise
required by law.
Section 2. The Board may also appoint three (3) or more Directors, by resolution
passed by a majority of the whole Board, to constitute other outstanding
committees and one (1) or more temporary committees, investing such committees
with such powers and subjecting them to such conditions as the Board may
prescribe. The Board of Directors may also appoint an advisory committee to any
committee or to the Board itself. The members of such advisory committee need
not be members of the Board of Directors.
Section 3. Each committee shall cause regular minutes of its meetings to be
recorded in books kept for that purpose. All actions of each such committee
shall be reported to the Board. The presence of a majority of the members of
each such committee shall be necessary to constitute a quorum. Each committee
created under this section shall meet at the call of its chairman, the
President, the Secretary, or any two (2) members of the committee. The members
of each such committee shall continue in office until their successors are
chosen unless sooner discharged.
ARTICLE V
Officers
Section 1. The officers of the Company shall include a President, chosen from
the Directors, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be chosen by the Board of Directors. The compensation of such
officers shall be fixed by the Board. In addition, the Board may appoint and fix
the compensation of, and may authorize any officer or officers to appoint and to
fix the compensation of, such additional officers as the Board or such
authorized officer or officers deem necessary for the proper conduct of the
business of the Company. Any two (2) or more offices may be held by the same
person except that the President shall not also be the Secretary or the
Assistant Secretary of the Company. Each officer shall hold his office for such
term and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors or by any officer
authorized by the Board to appoint such officer.
Section 2. The President shall be the chief executive officer of the Company,
shall preside at all meetings of stockholders and the Board of Directors, shall
have general and active management of the business of the Company, and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The President shall have a vote as a member of the Board of Directors
and shall be an ex officio member of all committees appointed by the Board
(other than advisory committees). He shall have the general duties and powers of
supervision and management usually vested in the office of President of a
company. In the absence of the President, his duties shall be performed and his
powers may be exercised by such other Director or officer as shall be designated
by the Board or (failing such designation) by the Executive Committee.
Section 3. The Secretary shall keep a record of all meetings and acts of the
Board and, except as may be otherwise provided herein or in the vote appointing
a committee, of all committees appointed by the Board, and he shall act as the
clerk and shall be the custodian of the records of all meetings of the
stockholders. He shall have such other authority and responsibility and perform
such other duties as may from time to time be delegated to him by the Board.
Section 4. The Treasurer, except as otherwise required by law, shall have charge
and custody of and be responsible for all funds and securities of the Company;
shall keep or cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Company; shall be responsible for
receiving and giving receipts for monies paid to the Company from any source;
shall cause all monies and other valuable effects to be deposited in the name
and to the credit of the Company in such depositories as may be designated by
the Board of Directors, and shall perform such other duties as the Board of
Directors or the President may from time to time require.
Section 5. Each other officer shall have such further authority and
responsibility and shall perform such further duties as may from time to time be
delegated to him by the Board or the President.
ARTICLE VI
Notices
Section 1. Whenever, under the provisions of the statutes or of the Articles of
Agreement and Incorporation or of these By-Laws, notice is required to be given
to any Director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stockholder, at his address as it appears on the records of the
Company, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by telegram.
Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or the Articles of Agreement and Incorporation or
these By-Laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance at any meeting
shall constitute a waiver of notice unless attendance is for the purpose of
objecting to the transaction of business.
ARTICLE VII
Voting Rights
Section 1. Contract Owners of and Participants under variable annuity contracts
funded in any Company separate account which is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940 shall be granted rights to direct the Company as to the voting of
any shares held in such
account of any company registered under that Act as a management investment
company ("fund") in the manner provided below:
(A) Group Contracts:
(1) Each registered owner of a Group Contract shall be entitled to give
directions with respect to that number of votes to be cast by the
Company at meetings of the stockholders of the given fund as shall
be determined by the following calculations:
(a) for each Participant under the contract who is in the
Accumulation Period, an amount equal to that portion of the
current value of the Participant's Individual Account
attributable to that fund, divided by the book value (net
asset value) of one share of that fund; plus
(b) for each Annuitant under the contract, an amount equal to
the valuation reserve (established pursuant to the insurance
laws of Connecticut) applicable to that portion of the
current value of the Annuitant's Individual Account under
the contract attributable to that fund, divided by the book
value (net asset value) of one share of that fund.
(2) Unless otherwise provided under the terms of the plan under which a
group contract has been issued, every Participant who has acquired a
fully (100%) vested interest in the benefits provided for him under
a Group Contract shall have the right to instruct the Contract Owner
with respect to the number of votes attributable to his Individual
Account. All votes for which the Contract Owner is entitled to give
direction but for which no instructions have been received will be
cast by the Company, at the direction of the Contract Owner, for or
against each proposal to be voted upon in the same proportion as
votes for which instructions have been received by the Contract
Owner.
(B) Individual Contracts
Each registered owner of an Individual Contract shall be entitled to
give directions with respect to that number of votes to be cast by the
Company at meetings of the stockholders of the given fund as shall be
determined by the following calculations:
(a) during the Accumulation Period, an amount equal to that portion of
the current value of the contract attributable to the fund, divided
by the book value (net asset value) of one share of that fund; and
(b) during the Annuity Period, an amount equal to the valuation reserve
(established pursuant to the insurance laws of Connecticut)
applicable to that portion of the contract attributable to that
fund, divided by the book value (net asset value) of one share of
that fund.
(C) Votes attributable to Contract Owners who do not direct the Company
will be cast by the company in the same proportion as votes for
which directions have been received by the Company.
(D) In determining the number of votes hereunder, fractional votes will
be recognized. Where the value of the contract relates to two or
more funds, the calculation of votes will be performed separately
for each fund.
Section 2. Each Contract Owner and Participant entitled to give directions or
instructions to the Company in connection with any meeting of the stockholders
of any fund will receive a notice of that meeting together with appropriate
solicitation materials and a statement of the number of votes as to which he is
entitled to give directions or instructions.
Section 3. For the purposes of determining (a) those Contract Owners and
Participants entitled to notice of any meeting of the stockholders of any fund,
and (b) the number of fund shares for which each such Contract Owner and
Participant may direct or instruct votes therefor, the Board of Directors shall
set a record date which date may be prior to, as of, or after the date of the
Board meeting at which it is set but in no event earlier than 40 days prior to
the date of the stockholders' meeting.
ARTICLE VIII
General Provisions
Section 1. The Board of Directors, by resolution, shall declare any and all
dividends to be paid by the Company and fix the record date therefor and the
date on which such dividends are to be paid.
Section 2. The fiscal year of the Company shall begin on the first day of
January and end on the thirty-first day of December of each year.
Section 3. The corporate seal shall contain the words "Aetna Life Insurance and
Annuity Company" in a circle, and the words "Hartford, Conn." within the circle.
The corporate seal shall be in the custody of the Secretary and shall be affixed
by him or by his delegate to documents required to be executed under the seal of
the Company, and shall be affixed to such other documents as the Board of
Directors, or officers acting under its authorization, may from time to time
determine necessary or desirable.
ARTICLE IX
Amendments
These By-Laws may be amended, added to, or repealed by the holders of a majority
of the outstanding shares of stock entitled to vote at any annual or special
meeting of stockholders, or by a majority of the whole Board of Directors as
then constituted at any meeting of the Board, provided that notice of the
proposal to amend, add to, or repeal the
By-Laws is included in the notice of the meeting of stockholders or Directors at
which such action takes place.
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