BYLAWS
OF
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
As Amended November 13, 1996
ARTICLE ONE
Stockholders
Section 1. Annual Meeting. The annual meeting of stockholders for the
election of trustees and for the transaction of such other business as may
properly come before the meeting shall be held in the month of November each
year at the office of the Association in the City of New York on a day and at an
hour specified by notice mailed at least thirty days in advance. The notice
shall be in writing and shall be signed by the chairman, or the president, or a
vice president, or the secretary.
Special meetings of the stockholders may be held at the said office of
the Association whenever called by the chairman, or by the president, or by
order of the board of trustees, or by the holders of at least one-third of the
outstanding shares of stock of the Association, or may be held subject to the
provisions of the emergency bylaws of the Association.
Section 2. Notice. It shall be the duty of the secretary not less than
ten nor more than forty days prior to the date of each meeting of the
stockholders to cause a notice of the meeting to be mailed to each stockholder.
Section 3. Voting. At all meetings of stockholders each stockholder
shall be entitled to one vote upon each share of stock owned by him of record on
the books of the Association ten days before the meeting. Stockholders may vote
in person or by proxy appointed in writing.
Section 4. Quorum. The presence in person or by proxy of the
holders of a majority of the shares in the Association shall be
necessary to constitute a quorum at any meeting of stockholders.
Section 5. Telephonic Participation. At all meetings of stockholders or
any committee thereof, stockholders may participate by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
ARTICLE TWO
Trustees
Section 1. General Management. The general management of the property,
business and affairs of the Association shall be vested in the board of trustees
provided by the charter. A trustee need not be a stockholder. At least one-third
of such trustees must not be officers or employees of the Association or any
entity controlling, controlled by, or under common control with the Association
and who are not beneficial owners of a controlling interest in the voting stock
of the Association or any such entity.
Section 2. Quorum. One-third of the trustees shall constitute a quorum
at all meetings of the board. If less than a quorum shall be present at any
meeting, a majority of those present may adjourn the meeting from time to time
until a quorum shall attend. In case of a vacancy among the trustees of any
class through death, resignation or other cause, a successor to hold office for
the unexpired portion of the term may be elected at any meeting of the board at
which a quorum shall be present. Such successors shall not take office nor
exercise the duties thereof until ten days after written notice of their
election shall have been filed in the office of the Superintendent of Insurance
of the State of New York.
Section 3. Annual Meeting. There shall be a meeting of the board of
trustees in the month of November each year on a day and at an hour specified in
a notice mailed at least ten days and not more than twenty days in advance. This
shall be known as the annual meeting of the board of trustees. At this meeting
the board shall elect officers, appoint committees and transact such other
business as shall properly come before the meeting.
Section 4. Other Meetings. Stated meetings of the board of trustees
shall be held on such dates as the board by standing resolution may fix. No
notice of such stated meetings need be given. Special meetings of the board may
be called by order of the chairman, the president, or the executive committee by
notice mailed at least one week prior to the date of such meeting, and any
business may be transacted at the meeting.
Section 5. Telephonic Participation. At all meetings of the board of
trustees or any committee thereof, trustees may participate by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
Section 6. Action Without a Meeting. Where time is of the essence, but
not in lieu of a regularly scheduled meeting of the board of trustees or
committee thereof, any action required or permitted to be taken by the board, or
any committee thereof, may
be taken without a meeting if all members of the board or the committee consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the board or
committee shall be filed with the minutes of the proceedings of the board or
committee.
Section 7. Trustees' Compensation and Expenses. A trustee may be paid
an annual stipend and fees and such other compensation or emolument in any
amount first authorized by the board in accordance with Section 1 of Article
Five hereof, including, but not limited to, a deferred compensation benefit, for
meetings of the board that he/she attends and for services that he/she renders
on or for committees or subcommittees of the board; and each trustee shall be
reimbursed for transportation and other expenses incurred by him/her in serving
the Association.
Section 8. Chairman. The chairman, and in his absence the
president, shall preside at all meetings of the board.
ARTICLE THREE
Officers
Section 1. Election. At each annual meeting the board of trustees shall
elect the executive officers of the corporation including a chairman, a
president, one or more vice presidents, and such other executive officers as
they may determine. Each such executive officer shall hold office until the
close of the next annual meeting of the board or, if earlier, until his
retirement, death, resignation or removal. The board may appoint other officers
and agents, assign titles to them and determine their duties; such officers and
agents shall hold office during the pleasure of the board of trustees. It may
appoint persons to act temporarily in place of any officers of the Association
who may be absent, incapacitated, or for any other reason unable to act or may
delegate such authority to the chief executive officer.
Section 2. Removal of Officers. Any officer elected by the board of
trustees may be removed by the affirmative votes of a majority of all the
trustees holding office. Any other officer may be removed by the affirmative
votes of a majority of all members of the executive committee holding office.
Section 3. Removal of Other Employees. All other agents and employees
shall hold their positions at the pleasure of the executive committee or of such
executive officer as the executive committee may clothe with the powers of
engaging and dismissing.
Section 4. Qualifications. The chairman and the president shall be
members of the board of trustees, but none of the other officers need be a
trustee. One person may hold more than one office, except that no person shall
be both president and
secretary.
Section 5. Chief Executive Officer. The board of trustees shall
designate either the chairman or the president as chief executive officer.
Subject to the control of the board of trustees and the provisions of these
bylaws, the chief executive officer shall be charged with the management of the
affairs of the Association, and shall perform such duties as are not
specifically delegated to other officers of the Association. He shall be ex
officio a member of all standing committees except the nominating and personnel
committee, audit committee and the committee on reimbursement agreements with
CREF. He shall report from time to time to the board of trustees on the affairs
of the Association.
Section 6. Chairman. The chairman, when present, shall preside at all
meetings of the stockholders and of the board. He shall be ex officio chairman
of the executive committee. He may appoint trustee committees, except those
appointed by the board of trustees, and may appoint members to fill vacancies on
trustee committees appointed by the board when such occur between meetings of
the trustees. If the chairman is not the chief executive officer, he shall, in
addition to the foregoing, perform such functions as are delegated to him by the
chief executive officer.
Section 7. President. The president, in the event of the absence or
disability of the chairman, shall perform the duties of the chairman. If the
president is not the chief executive officer, he shall assist the chief
executive officer in his duties and shall perform such functions as are
delegated to him by the chief executive officer.
Section 8. Absence or Disability of Chief Executive Officer. In the
absence or disability of the chief executive officer, the president, if he is
not the chief executive officer, or the chairman, if he is not the chief
executive officer, or if neither is available, a vice president so designated by
the executive committee or chief executive officer shall perform the duties of
the chief executive officer, unless the board of trustees otherwise provides and
subject to the provisions of the emergency bylaws of the Association.
Section 9. Secretary. The secretary shall give all required notices of
meetings of the board of trustees, and shall attend and act as secretary at all
meetings of the board and of the executive committee and keep the records
thereof. He shall keep the seal of the corporation, and shall perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the board of trustees, the executive committee, or the
chief executive officer.
Section 10. Other Officers. The chief executive officer shall determine
the duties of the executive officers other than
the chairman, president, and secretary and of all officers other than executive
officers, and he may assign titles to and determine the duties of non-officers.
ARTICLE FOUR
Committees
Section 1. Appointment. At each annual meeting of the board of
trustees, the board shall appoint an executive committee, an investment
committee, a nominating and personnel committee, an audit committee, a committee
on reimbursement agreements with CREF, a committee on products and services, and
a committee on corporate governance and social responsibility, each member of
which shall hold office until the close of the next annual meeting of the board
and until a successor shall be appointed or until the member shall cease to be a
trustee except that for the audit committee, the board may specify a different
period of membership. The board of trustees, the executive committee, or the
chairman may appoint such other trustee committees and subcommittees as may from
time to time be found necessary or convenient for the proper conduct of the
business of the Association, and designate their duties.
Section 2. Executive Committee. The executive committee shall consist
of at least seven trustees including the chairman and the president. Three
members shall constitute a quorum, among whom only one salaried officer may be
counted for that purpose. The executive committee shall meet in regular meeting
as it may from time to time determine, and in special meeting whenever called by
the chairman, and shall be vested with full powers of the board of trustees
during intervals between the meetings of the board in all cases in which
specific instructions shall not have been given by the board of trustees and, in
particular, said committee:
(a) shall have general supervision of the contracts issued by the
Association, and of all matters relating to the selection of risks, the
determination of premium rates, and of any other questions of detail in the
conduct of the business which may be referred to the executive committee by
resolutions of the board of trustees.
(b) Shall have supervision of the rules and methods for recording the
vouchers, accounts, receipts and disbursements of the Association.
(c) Shall, in the event of an acute emergency, as defined by Article
Seven-A--Insurance, of the New York State Defense Emergency Act, (Section 9177,
Unconsolidated Laws of New York) and any amendments thereof, be responsible for
the emergency management of the Association as provided in the emergency bylaws
of the Association.
Section 3. Investment Committee. The investment committee shall consist
of the chief executive officer, three other trustees, and such additional
trustees, if any, as the board of trustees or the executive committee may
appoint. Three members shall constitute a quorum, among whom only one salaried
officer of the Association may be counted for that purpose.
(a) Subject to review by the board of trustees the investment committee
shall determine the investment policies of the Association.
(b) The investment committee shall supervise the investment of the
funds of the Association. No loan or investment other than policy loans shall be
made or disposed of without authorization or approval by the investment
committee.
Section 4. Nominating and Personnel Committee. The nominating and
personnel committee shall consist of five trustees who are not officers or
salaried employees of the Association and whose terms do not expire in the year
following their appointment. Three members shall constitute a quorum. In the
year following their appointment the committee shall nominate executive officers
and the standing committees for the annual meeting of the board of trustees,
shall designate the principal officers of the Association, shall recommend to
the board of trustees the annual compensation of the principal officers and of
any salaried employee if the level of compensation to be paid to such employee
is equal to, or greater than, the compensation received or to be received by any
principal officer, nominate trustees to fill interim vacancies and, if requested
by the TIAA Board of Overseers, shall recommend the names of persons for
election as trustees at the annual meeting of the stockholders. In addition, the
committee shall approve the titles and base salaries of all appointed officers
and the base salaries of executive officers, other than those designated as
principal officers or those officers to be paid on an equal or greater level of
compensation with principal officers, and shall recommend the provisions of any
incentive salary compensation program(s) and determine the amounts of any
incentive salary payments for those officers included in any incentive salary
plan.
Section 5. Audit committee. The audit committee shall consist of five
trustees who are not officers or salaried employees of the Association. Two
members shall constitute a quorum. The committee shall itself, or through public
accountants or otherwise, make such audits and examinations of the records and
affairs of the Association as it may deem necessary.
Section 6. Committee on Reimbursement Agreements. The committee on
reimbursement agreements shall consist of three trustees who are not officers or
employees of the Association. The committee shall review the reimbursement
agreements among TIAA, CREF, TIAA-CREF Individual & Institutional Services,
Inc.,
and TIAA-CREF Investment Management, Inc., and make recommendations regarding
them to the board of trustees.
Section 7. Committee on Products and Services. The members of the
committee on products and services shall consist of at least seven trustees. A
quorum shall consist of a majority of the members and not less than a quorum
shall meet jointly with the CREF committee on products and services to review
and oversee the design, development, improvement, and marketing of new and
existing products and services. In addition, the committee shall review the
specifications for and oversee the implementation stages of new technology-based
services and computer programs at participating institutions.
Section 8. Committee on corporate Governance and Social Responsibility.
The committee on corporate governance and social responsibility shall consist of
not less than five trustees and such additional trustees as the board of
trustees may appoint. No such trustee shall be an officer or salaried employee
of TIAA.
A committee quorum shall consist of a majority of the members. The
committee is responsible for addressing all corporate social responsibility and
corporate governance issues including the voting of TIAA shares and the
initiation of appropriate shareholder resolutions. In addition, the committee
will develop and recommend specific corporate policy in these areas for
consideration by the TIAA board of trustees.
Section 9. Reports. Within a reasonable time after their meetings, all
such committees and subcommittees shall report heir transactions to each
trustee.
ARTICLE FIVE
Salaries, Compensation and Pensions to Trustees, Officers and
Employees
Section 1. Salaries and Pensions. The Association shall not pay any
salary, compensation or emolument in any amount to any officer, deemed by a
committee or committees of the board to be a principal officer pursuant to
subsection (b) of Section 1202 of the Insurance Law of the State of New York, or
to any salaried employee of the Association if the level of compensation to be
paid to such employee is equal to, or greater than, the compensation received by
any of its principal officers, or to any trustee thereof, unless such payment be
first authorized by a vote of the board of trustees of the Association. The
Association shall not make any agreement with any of its officers or salaried
employees whereby it agrees that for any services rendered or to be rendered he
shall receive any salary, compensation or emolument that will extend beyond a
period of thirty-six months from the date of such agreement, except as
specifically permitted by the Insurance Law of the State of New York. No
principal officer or employee of the class described in the first sentence
of this section, who is paid a salary for his services shall receive any other
compensation, bonus or emolument from the Association, directly or indirectly,
except in accordance with a plan recommended by a committee of the board
pursuant to subsection (b) of Section 1202 of the Insurance Law of the State of
New York and approved by the board of trustees. The Association shall not grant
any pension to any officer or trustee, or to any member of his family after his
death, except that the Association may pursuant to the terms of a retirement
plan and other appropriate staff benefit plans adopted by the board provide for
any person who is or has been a salaried officer or employee, a pension payable
at the time of retirement by reason of age or disability and also life
insurance, health insurance and disability benefits.
Section 2. Prohibitions. No trustee or officer of the Association shall
receive, in addition to fixed salary or compensation, any money or valuable
thing, either directly or indirectly, or through any substantial interest in any
other corporation or business unit, for negotiating, procuring, recommending or
aiding in any purchase or sale of property, or loan, made by the Association or
any affiliate or subsidiary thereof, nor be pecuniarily interested either as
principal, coprincipal, agent or beneficiary, either directly or indirectly, or
through any substantial interest in any other corporation or business unit, in
any such purchase, sale or loan; provided that nothing herein contained shall
prevent the Association from making a loan upon a policy held therein by the
borrower not in excess of the net reserve value thereof.
ARTICLE SIX
Indemnification of Trustees, Officers and Employees
The Association shall indemnify, in the manner and to the full extent
permitted by law, each person made or threatened to be made a party to any
action, suit or proceeding, whether or not by or in the right of the
Association, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that he or his testator or intestate is or was
a trustee, officer or employee of the Association or, while a trustee, officer
or employee of the Association, served any other corporation or organization of
any type or kind, domestic or foreign, in any capacity at the request of the
Association. To the full extent permitted by law such indemnification shall
include judgments, fines, amounts paid in settlement, and expenses, including
attorneys' fees. No payment of indemnification, advance or allowance under the
foregoing provisions shall be made unless a notice shall have been filed with
the Superintendent of Insurance of the State of New York not less than thirty
days prior to such payment specifying the persons to be paid, the amounts to be
paid, the manner in which payment is authorized and the nature and status, at
the time of such notice, of the litigation or threatened litigation.
ARTICLE SEVEN
Execution of Instruments
The board of trustees or the executive committee shall designate who is
authorized to execute certificates of stock, proxies, powers of attorney, deeds,
leases, releases of mortgages, satisfaction pieces, checks, drafts, contracts
for insurance or annuity and instruments relating thereto, and all other
contracts and instruments in writing necessary for the Association in the
management of its affairs, and to attach the Association's seal thereto; and may
further authorize the extent to which such execution may be done by facsimile
signature.
ARTICLE EIGHT
Disbursements
No disbursements of $100 or more shall be made unless the same be
evidenced by a voucher signed by or on behalf of the person, firm or corporation
receiving the money and correctly describing the consideration for the payment,
and if the same be for services and disbursements, setting forth the services
rendered and an itemized statement of the disbursements made, and if it be in
connection with any matter pending before any legislative or public body, or
before any department or officer of any government, correctly describing in
addition the nature of the matter and of the interest of such corporation
therein, or if such voucher cannot be obtained, by an affidavit stating the
reasons therefor and setting forth the particulars above mentioned.
ARTICLE NINE
Corporate Seal
The seal of the Association shall be circular in form and shall contain
the words "Teachers Insurance and Annuity Association of America, New York,
Corporate Seal, 1918," which seal shall be kept in the custody of the secretary
of the Association and be affixed to all instruments requiring such corporate
seal.
ARTICLE TEN
Amendment
Article One of these bylaws can be amended or repealed only by the
affirmative vote of the holders of a majority of the outstanding shares of the
capital stock of the Association, such vote being cast at a meeting held upon
notice stating that such meeting is to vote upon a proposed amendment or repeal
of such bylaw.
Any other bylaw may be amended or repealed at any meeting of the board
of trustees provided notice of the proposed amendment or repeal shall have been
mailed to each trustee at least one week and not more than two weeks prior to
the date of such meeting.