AMENDED AND RESTATED
BYLAWS
OF
AIG SUNAMERICA LIFE ASSURANCE COMPANY
EFFECTIVE DECEMBER 19, 2001
ARTICLE I.
SHAREHOLDERS.
Section 1. Annual Meetings. The annual meeting of the
shareholders of the Corporation shall be held on the third Thursday in March of
each year or such other dates and times as may be determined. Not less than ten
(10) nor more than fifty (50) days' written or printed notice stating the place,
day and hour of each annual meeting shall be given in the manner provided in
Section 1 of Article IX hereof. The business to be transacted at the annual
meeting shall include the election of directors, consideration and action upon
the reports of officers and directors and any other business within the power of
the Corporation. All annual meetings shall be general meetings.
Section 2. Special Meetings Called by President or Board of
Directors At any time in the interval between annual meetings, special meetings
of shareholders may be called by the President, the Secretary or by two (2) or
more directors, upon ten (10) days' written or printed notice, stating the
place, day and hour of such meeting and the business proposed to be transacted
thereat. Such notice shall be given in the manner provided in Section 1 of
Article IX. No business shall be transacted at any special meeting except that
named in the notice.
Section 3. Special Meeting Called by Shareholders Upon the
request in writing delivered to the President or Secretary of the Corporation by
the holders of ten percent (10%) or more of all shares outstanding and entitled
to vote, it shall be the duty of the President or Secretary of the Corporation
to call forthwith a special meeting of the shareholders. Such request shall
state the purpose or purposes of such meeting and the matters proposed to be
acted on thereat. The Secretary of the Corporation shall inform such
shareholders of the reasonably estimated cost of preparing and mailing the
notice of the meeting. If upon payment of such costs to the corporation, the
person to whom such request in writing shall have been delivered shall fail to
issue a call for such meeting within ten (10) days after the receipt of such
request and payment of costs, then the shareholders owning ten percent (10%) or
more of the voting shares may do so upon giving fifteen (15) days' notice of the
time, place and object of the meeting in the manner provided in Section 1 of
Article IX.
Section 4. Removal of Directors. At any special meeting of the
shareholders called in the manner provided for by this Article, the
shareholders, by a vote of a majority of all shares of stock outstanding and
entitled to vote, may remove any director or the entire Board of Directors from
office and may elect a successor or successors to fill any resulting vacancies
for the remainder of his or their terms.
Section 5. Voting Proxies; Record Date. At all meetings of
shareholders any shareholder entitled to vote may vote by proxy. Such proxy
shall be in writing and signed by the shareholder or by his duly authorized
attorney in fact. It shall be dated, but need not be sealed, witnessed or
acknowledged. The Board of Directors may fix the record date for the
determination of shareholders entitled to vote in the manner provided in Section
4 of Article IX hereof
Section 6. Quorum. The presence in person or by proxy of the
persons entitled to vote a majority of the voting shares of any meeting shall
constitute a quorum for the transaction of business. If at any annual or special
meeting of shareholders a quorum shall fail to attend in person or by proxy, a
majority in interest attending in person or by proxy may adjourn the meeting
from time to time, not exceeding thirty (30) days in all, and thereupon any
business may be transacted which might have been transacted at the meeting
originally called had the same been held at the time so called.
Section 7. Filing Proxies. At all meetings of shareholders, the
proxies shall be filed with and be verified by the Secretary of the Corporation
or, if the meeting shall so decide, by the Secretary of the meeting.
Section 8. Place of Meetings. All meetings of shareholders shall
be held at such place, either within or without the State of Arizona, on such
date and at such time as may be determined from time to time by the Board of
Directors.
Section 9. Order of Business. The order of business at all
meetings of shareholders shall be as determined by the Board of Directors.
Section 10. Action Without Meeting. Directors may be elected
without a shareholders' meeting by a consent in writing, setting forth the
action so taken, signed by all persons entitled to vote for the election of
directors; provided, however, that the foregoing shall not limit the power of
directors to fill vacancies in the Board of Directors, and that a director may
be elected to fill a vacancy not filled by the directors by written consent in
the manner provided by the General Corporation Law.
Any other action, which under any provision of the General
Corporation Law, may be taken at a meeting of the shareholders, may be taken
without a meeting, and without notice except as hereinafter set forth, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.
All written consents shall be filed with the Secretary of the
Corporation.
2
Any shareholder giving a written consent, or the shareholder's proxyholders, or
a transferee of the shares of a personal representative of the shareholder or
their respective proxyholders, may revoke the consent by a writing receiving by
the Corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary of
the Corporation, but may not do so thereafter. Such revocation is effective upon
its receipt by the Secretary of the Corporation.
ARTICLE II.
DIRECTORS.
Section 1. Powers. The Board of Directors shall have the control
and management of the affairs, business and properties of the Corporation. They
shall have and exercise in the name of the Corporation and on behalf of the
Corporation all the rights and privileges legally exercisable by the
Corporation, except as otherwise provided by law, by the Charter or by these
Bylaws. A director need not be a shareholder or a resident of Arizona.
Section 2. Number; Term of Office; Removal. The number of
directors of the Corporation shall be not less than five (5) nor more than
fifteen (15). The number to be elected at each annual meeting shall be fixed by
resolution of the directors and stated in the notice of the meeting, subject,
however, to approval by the shareholders voting at the meeting. The directors
shall hold office for the term of one year, or until their successors are
elected and qualify. A director may be removed from office as provided in
Section 4 of Article I hereof.
Section 3. Vacancies. If the office of a director becomes vacant,
or if the number of directors is increased, such vacancy may be filled by the
Board by a vote of a majority of directors then in office though not less than a
quorum. The shareholders may, however, at any time during the term of such
director, elect some other person to fill said vacancy and thereupon the
election by the Board shall be superseded and such election by the shareholders
shall be deemed a filling of the vacancy and not a removal and may be made at
any special meeting called for that purpose.
Section 4. Organization Meetings; Regular Meetings. The Board of
Directors shall meet for the election of officers and any other business as soon
as practicable after the adjournment of the annual meeting of the shareholders.
No notice of the organization meeting shall be required if it is held at the
same place and immediately following the annual meeting of the shareholders.
Other regular meetings of the Board of Directors may be held at such intervals
as the Board may from time to time prescribe.
Any action required or permitted to be taken at a meeting of the
Board of Directors or of a committee of the Board may be taken without a
meeting, if a unanimous written consent which sets forth the action is signed by
each member of the
3
Board or committee and filed with the minutes of proceedings of the Board or
committee.
Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or such committee, as the case may be, by means of telephone conference or
similar communications equipment by means of which are persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
Section 5. Special Meetings. Special meetings of the Board may be
called by the President or by a majority of the directors. At least twenty-four
(24) hours' notice shall be given of all special meetings; with the consent of
the majority of the directors, a shorter notice may be given.
Section 6. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, but such number may be
decreased and/or increased at any time or from time to time by vote of a
majority of the entire Board to any number not less than two (2) directors or
not less than one-third of the directors, whichever is greater.
Section 7. Place of Meetings. The Board of Directors shall hold
its meetings at such place, either within or without the State of Arizona, and
at such time as may be determined from time to time by the Board of Directors
Section 8. Rules and Regulations. The Board of Directors may
adopt such rules and regulations for the conduct of its meetings and the
management of the affairs of the Corporation as the Board may deem proper and
not inconsistent with the laws of the State of Arizona or these Bylaws or the
Charter.
Section 9. Compensation. The directors, as such, may receive a
stated salary for their services and/or a fixed sum and expenses of attendance
may be allowed for attendance at each regular or special meeting of the Board of
Directors. Such stated salary and/or attendance fee shall be determined by
resolution of the Board unless the shareholders have adopted a resolution
relating thereto, provided that nothing herein contained shall be construed to
preclude a director from serving in any other capacity and receiving
compensation therefor.
Section 10. Investment Committee There shall be an Investment
Committee consisting of the President of the Corporation ex officio and such
members of the Board of Directors and/or officers and employees as the Board may
by resolution prescribe. No investments or loans (other than policy loans or
annuity contract loans) shall be made unless the same be authorized or approved
by the Board of Directors or the Investment Committee. The Investment Committee
shall maintain minutes of its meetings and shall submit regular reports to the
Board of Directors.
4
Section 11 Executive Committee. The Board of Directors may
appoint from among its members an executive Committee composed of three (3) or
more directors, and may delegate to such Committee, in the interval between the
meetings of the Board of Directors, any and all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
except the power to declare dividends, issue stock, select directors to fill
vacancies in the membership of the Board of Directors or any committee of the
Board of Directors, amend or repeal the bylaws, or adopt new Bylaws, fix the
compensation of directors for serving on the Board of Directors, or any
committee of the board of Directors, or recommend to shareholders any action
requiring shareholders' approval. The members of such Committee shall constitute
a quorum for the transaction of business at any meeting and the act of a
majority of the members present at any meeting at which the quorum requirement
is satisfied shall be the act of the Board of Directors. In the absence of any
member of the Executive Committee necessary to constitute a quorum, the members
thereof present at any meeting, whether or not they constitute a quorum, may,
with telephonic approval of one of the absent members of the Executive
Committee, appoint a member of the Board of Directors to act in place of such
absent member.
Section 12 Other Committees The Board of Directors may appoint
from its own members and, where permitted by law, from the Corporation's
officers and/or employees, such standing, temporary, special or adhoc committee
as the Board may determine, investing such committees with such powers, duties
and functions as the Board may prescribe. All such committees shall include the
President, ex officio
Section 13 Advisory Board. The Board of Directors may elect an
Advisory Board to serve until the next annual meeting of the Board of Directors
or until their successors are elected and qualified. Such Board shall consist of
a number as determined from time to time by the Board of Directors, and they
shall be advised of the meetings of the Board of Directors and authorized to
attend the meetings and counsel with them, but shall have no vote. The Board of
Directors (and between meetings of the Board of Directors, the Executive
Committee) shall have the authority to increase or decrease the number of
members to the Advisory Board and to elect one or more members to the Advisory
Board to serve until the next meeting of the Board of Directors and until their
successors are elected and qualified, and may provide for the compensation and
other rules and regulations with respect to such Board.
Section 14 Procedures; Meetings. The Committees shall keep
minutes of their proceedings and shall report the same to the Board of Directors
at the meeting next succeeding, and any action by the Committees shall be
subject to revision and alteration by the Board of Directors, provided that no
rights of third persons shall be affected by any such revision or alteration.
5
ARTICLE III
OFFICERS
Section 1. In General. The officers of the Corporation shall
consist of a President, one or more Vice Presidents, a Secretary, a Treasurer,
and one or more Assistant Secretaries and as may be fixed pursuant to these
Bylaws. The President, Vice Presidents, Secretary, and Treasurer shall be chosen
by the Board of Directors and, except those persons holding contracts for fixed
terms, shall hold office only at the pleasure of the Board or until their
successors are chosen and qualified. The President may from time to time appoint
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and
other officers bearing such titles and exercising such authority as he may from
time to time deem appropriate, and except those persons holdings contracts for
fixed terms, those officers appointed by the President shall hold office only at
his pleasure or until their successors are appointed and qualify. Any two (2)
officers, except those of President, Executive Vice President and Secretary, may
be held by the same persons, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity when such instrument is required to be
executed, acknowledged, or verified by any two (2) or more officers. The Board
of Directors or the President may from time to time appoint other agents and
employees, with such powers and duties as they may deem proper.
Section 2. President. The President shall be Chief Executive
Officer of the Corporation and shall have the general management of the
Corporation's business in all departments. The President shall preside at all
meetings of the Board of Directors and shall call to order all meetings of
shareholders. The President shall perform such other duties as the Board of
Directors may direct.
Section 3. Vice Presidents In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as designated by
the Board of Directors or, if not ranked, the Vice President designated by the
Board of Directors, shall perform all the duties of the President, and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the President. The Vice Presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the Board of Directors or the Bylaws.
Section 4. Treasurer. Unless there shall be a financial Vice
President designated by the Board of Directors as the chief financial officer of
the Corporation, having general supervision over its finances, the Treasurer
shall be the chief financial officer with such authority. He shall also have
authority to attest to the seal of the Corporation and shall perform such other
duties as may be assigned to him by the Board of Directors.
Section 5. Secretary of the Corporation. The Secretary of the
Corporation shall keep the minutes of the meetings of the shareholders and of
the Board of Directors, and shall attend to the giving and serving of all
notices of the Corporation
6
required by law or these Bylaws. The Secretary shall maintain at all times in
the principal office of the Corporation at least one copy of the Bylaws with all
amendments to date, and shall make the same, together with the minutes of the
meetings of the shareholders, the annual statement of the affairs of the
Corporation and any voting trust agreement on file at the office of the
Corporation, available for inspection by any officer, director, or shareholder
during reasonable business hours. The Secretary shall have authority to attest
to the seal of the Corporation and shall perform such other duties as may be
assigned to the Secretary by the Board of Directors.
Section 6. Other Secretaries, Assistant Treasurers and Assistant
Secretaries. Secretaries other than the Secretary of the Corporation, the
Assistant Treasurers and the Assistant Secretaries shall have authority to
attest to the seal of the Corporation and shall perform such other duties as may
from time to time be assigned to them by the Board of Directors or the
President.
Section 7. Substitutes. The Board of Directors may from time to
time in the absence of any one of said officers or, at any other time, designate
any other person or persons on behalf of the Corporation, to sign any contracts,
deeds, notes, or other instruments in the place or stead of any of said
officers, and designate any person to fill any one of said offices, temporarily
or for any particular purpose; and any instruments so signed in accordance with
a resolution of the Board shall be the valid act of this Corporation as fully as
if executed by any regular officer.
ARTICLE IV.
RESIGNATION.
Any director or officer may resign his office at any time. Such
resignation shall be made in writing and shall take effect from the time of its
receipt by the Corporation, unless some time be fixed in the resignation, and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE V.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall indemnify any and all of its existing and
former directors and officers and their spouses against all expenses incurred by
them and each of them, including but not confined to legal fees, judgments and
penalties which may be incurred, rendered or levied in any legal or
administrative action brought against any of then, for or on account of any
action or omission alleged to have been committed while acting within the scope
of employment as director of officer of the Corporation to the fullest extent
allowable pursuant to the Arizona General Corporation Law as may be amended from
time to time. Whenever any such person has grounds to believe that he may incur
any such aforementioned expense, he shall promptly make a full report of the
matter to the president and the Secretary of the Corporation. Thereafter, the
Board of
7
Directors of the Corporation shall, within a reasonable time, determine if such
person acted, or failed to act, in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. If the Board of Directors determines that such
person acted, or failed to act, in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful, then indemnification shall be mandatory and
shall be automatically extended as specified herein, provided, however, that the
Corporation shall have the right to refuse indemnification, wholly or partially,
in any instance in which the person to whom indemnification would. otherwise
have been applicable shall have unreasonably refused to permit the Corporation,
at its own expense and through counsel of its own choosing, to defend him in the
action, or shall have unreasonably refused to cooperate in the defense of such
action.
ARTICLE VI.
FISCAL YEAR.
The fiscal year of the Corporation shall be the calendar year.
ARTICLE VII.
SEAL.
The seal of the Corporation shall be a circular disc inscribed
with the name of the Corporation, "AIG SunAmerica Life Assurance Company," and
the year the Corporation was incorporated.
ARTICLE VIII.
MISCELLANEOUS PROVISIONS - STOCK.
Section 1. Issue. All certificates of shares of the Corporation
shall be signed by the manual or facsimile signatures of the President or any
Vice President, and countersigned by the Treasurer or Secretary of the
Corporation and sealed with the seal or facsimile seal of the Corporation. Any
stock certificates bearing the facsimile signatures of the officers above named
shall be manually signed by an authorized representative of the Corporation's
duly constituted transfer agent. If an officer whose signature appears on a
certificate ceases to be an officer before the certificate is issued, it may,
nevertheless, be issued with the same effect as if such officer were still in
office.
Section 2. Transfers. No transfers of shares shall be recognized
or binding upon the Corporation until recorded on the transfer books of the
Corporation
8
upon surrender and cancellation of certificates for a like number of shares. All
transfers shall be effected only by the holder of record of such shares or by
his legal representative, or by his attorney thereunto authorized by power of
attorney duly executed. The person in whose name shares shall stand on the books
of the Corporation may be deemed by the Corporation the owner thereof for all
purposes. The Corporation's transfer agent shall maintain a stock transfer book,
shall record therein all stock transfers and shall forward copies of all
transfer sheets at regular prompt intervals to the Corporation's registrar, if
there be one, or, if not, then to the Corporation's principal office for
transcription on the stock registry books.
Section 3. Form of Certificates; Procedure. The Board of
Directors shall have power and authority to determine the form of stock
certificates (except insofar as prescribed by law), and to make all such rules
and regulations as the Board may deem expedient concerning the issue; transfer
and registration of said certificates, and to appoint one or more transfer
agents and/or registrars to countersign and register the same. The transfer
agent and registrar may be the same party.
Section 4. Record Dates for Dividends and Shareholders' Meetings.
The Board of Directors may fix the time, not exceeding twenty (20) days
preceding the date of any meeting of shareholders, any dividend payment date or
any date for the allotment of rights, during which the books of the Corporation
shall be closed against transfers of stock, or the Board of Directors may fix a
date not exceeding forty (40) days preceding the date of any meeting of
shareholders, any dividend payment date or any date for the allotment of rights,
as a record date for the determination of the shareholders entitled to notice of
and to vote at such meeting, or entitled to receive such dividends or rights, as
the case may be, and only shareholders of record on such date shall be entitled
to notice of and to vote at such meeting or to receive such dividends or rights,
as the case may be. In the case of a meeting of shareholders, the record date
shall be fixed not less than ten (10) days prior to the date of the meeting.
Section 5. Lost Certificates. In case any certificate of shares
is lost, mutilated or destroyed, the Board of Directors may issue a new
certificate in place thereof, upon indemnity to the Corporation against loss and
upon such other terms and conditions as the Board of Directors may deem
advisable.
ARTICLE IX.
NOTICE.
Section 1. Notice to Shareholders. Whenever by law or these
Bylaws notice is required to be given to any shareholder, such notice may be
given to each shareholder, whether or not such shareholder is entitled to vote,
by leaving the same with him or at his residence or usual place of business, or
by mailing it, postage prepaid, and addressed to him at his address as it
appears on the books of the Corporation. Such leaving or mailing of notice shall
be deemed the time of giving such notice.
9
Section 2. Notice to Directors and Officers. Whenever by law of these
Bylaws notice is required to be given to any director or officer, such notice
may be given in any one of the following ways: by personal notice to such
director or officer; by telephone communication with such director or officer
personally; by wire, addressed to such director or officer at his then address
or at his address as it appears on the books of the Corporation; or by
depositing the same in writing in the post office or in a letter box in a
postage paid, sealed wrapper addressed to such director or officer at his then
address or at his address as it appears on the books of the Corporation; and the
time when such notice shall be mailed or consigned to a telegraph company for
delivery shall be deemed to be the time of the giving of such notice.
ARTICLE X.
VOTING OF SECURITIES IN OTHER CORPORATIONS.
Any stock or other voting securities in other corporations,
which may from time to time be held by the Corporation, may be represented and
voted at any meeting of shareholders of such other corporation by the President,
any Vice President, or the Treasurer, or by proxy or proxies appointed by the
President, any Vice President, or the Treasurer, or otherwise pursuant to
authorization thereunto given by a resolution of the Board of Directors.
ARTICLE XI.
AMENDMENTS.
These Bylaws may be added to, altered, amended or repealed by
a majority vote of the entire Board of Directors at any regular meeting of the
Board or at any special meeting called for that purpose. Any action of the Board
of Directors in adding to, altering, amending or repealing these Bylaws shall be
reported to the shareholders at the next annual meeting and may be changed or
rescinded by majority vote of all of the stock then outstanding and entitled to
vote, without, however, affecting the validity of any action taken in the
meanwhile in reliance on these Bylaws so added to, altered, amended or repealed
as aforesaid by the Board of Directors. In no event shall the Board of Directors
have any power to amend this Article.
10
BYLAWS CERTIFICATION
I, the undersigned, do hereby certify that I am the duly elected and
qualified Assistant Secretary and keeper of the records and corporate seal of
AIG SunAmerica Life Assurance Company, a corporation organized under the laws of
the State of Arizona, and that the foregoing is a full, true and correct copy of
the Amended and Restated Bylaws, duly adopted by unanimous written consent of
the Board of Directors of the Corporation, effective as of the 19th day of
December 2001, and that said Amended and Restated Bylaws supersede all Bylaws
previously adopted for the purpose stated and are in full force and effect.
Dated: January 16, 2002 /s/ LAWRENCE M. GOLDMAN
---------------------------
Lawrence M. Goldman
Assistant Secretary
State of California )
) ss.
County of Los Angeles )
On this 16th day of January, 2002, before me personally came Lawrence
M. Goldman, known to me to be the person described in and who executed the
foregoing certificate, who being duly sworn, did say that he is the assistant
Secretary of AIG SunAmerica Life Assurance Company, the corporation named in and
on behalf of which the foregoing certificate was made; that the statements
contained in the foregoing certificate are true in substance and in fact; that
said certificate was executed on behalf of said corporation by authority of its
Board of Directors; and the said Lawrence M. Goldman acknowledged that she
executed the same as her free ct and deed and acknowledge the same to be the
free act and deed of said corporation.
/s/ VIRGINIA N. PUZON
--------------------------------
Notary Public
(Notary Seal)
11