CAPITOL TRANSAMERICA CORPORATION
--------------------------------
* * * *
BY-LAWS
-------
OFFICES
1. The principal office of this corporation above named, shall be located
in the City of Madison, Wisconsin, or as designated from time to time by
resolution of the directors; the corporation may have such other offices, either
within or without the State of Wisconsin, as the Board of Directors may
designate from time to time.
MEETING OF STOCKHOLDERS
2. All meetings of the stockholders for the election of directors shall be
held at the principal office of the corporation or at such place in Wisconsin as
shall be designated in the notice of the meeting. Special meetings of the
stockholders for any other purpose may be held at such place within Wisconsin as
shall be stated in the notice of the meeting.
3. The annual meeting of the shareholders shall be held on such day in May
or June (the "period") and at such hour as the President shall direct in the
notice, or if he does not act before the midpoint in such period, at such hour
as the Board of Directors shall determine, when they shall elect by a majority
vote a Board of Directors, and transact such other business as may properly be
brought before the meeting. Any Director may be removed for cause (either as a
director, officer, or both and his remuneration terminated) by the vote of a
majority of all of the stock outstanding and entitled to vote, at any regular or
special meeting providing that in the notice of the meeting, the Director is
named and the fact of his proposed removal stated, and on or attached to the
copy going to said Director, the cause or causes are specified. "Cause" shall
be as defined in By-Law #27.
4. The holders of a majority of the stock issued and outstanding and
-----------
entitled to vote, present in person or represented by proxy, is requisite and
shall constitute a quorum at all meetings of the stockholders for the
- ----------------------------
transaction of business, except as otherwise provided by law or by the Articles
or By-Laws. If such quorum shall not be present or represented, a majority of
those present entitled to vote in person or by proxy shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present at such adjourned meeting, at which
meeting any business may be transacted which might have been transacted at the
meeting as originally notified. By like vote the meeting may also be adjourned
to such date, place and hour as the President, or the Board, may later state in
a notice of adjourned meeting to be issued by the President or Secretary to all
stockholders entitled to vote, not less than five days before the date stated in
the notice for such adjourned meeting.
5. a. At every meeting of the stockholders and at every election of
------------
directors, every stockholder shall be entitled to one vote in person (or by
--------------------
proxy, appointed by an instrument in writing subscribed by such stockholder) for
each share of common stock having voting power held and owned by him and
registered in his name on the books of the corporation at the date of the
closing of the transfer books for said meeting. No proxy shall be valid after
three (3) months from the date of its execution, unless otherwise provided in
the proxy.
In instances where more than one person is registered as having an
ownership interest in shares represented by a certificate for voting shares of
this corporation, whether the interest be in joint tenancy, tenancy in common,
or otherwise, the corporation will deem valid any proxy signed by any one or
more of the owners, and the corporation will issue notices in the name of all of
the owners named in the certificate but will mail same only to the address of
the first owner named in the certificate, unless the corporation has previously
received from the owners, a notice signed by all, establishing a different
standard. In the case of a proxy signed by one or more (but not all of the
owners), a non-signing owner may notify the corporation, prior to use of proxy,
that he disowns the proxy, and the notice will be honored.
5. b. If deemed advisable by the Board of Directors with respect to any
particular meeting of the stockholders, the Secretary shall mail, or cause to be
mailed, to each stockholder a form of written proxy for use at such meeting,
which form of proxy shall name as proxy one person or a committee of three
designated by the Board of Directors and shall contain a blank space in which
the stockholder may designate some other person or persons as proxy in place of
such Proxy Committee. Where the proxy is a committee, it may be voted by one or
more of the proxies so named, if present, and if the proxies so named disagree,
then the vote shall be recorded as indicated by the majority of the proxies so
present and voting, and if no majority can agree, then no vote shall be cast by
such proxy. All proxies shall be checked and verified by the Secretary, who
shall certify to the proxies on file with him at the opening of each annual or
special meeting of the stockholders of this Company, and such certificate shall
be conclusively deemed to be correct unless some stockholder shall file specific
objections to some one or more, in which event the objection shall be disposed
of by the stockholders present at such meeting in person and by the stockholders
represented at such meeting by uncontested proxy in such manner as they may
there vote, one vote per share.
6. A notice of the annual meeting of stockholders shall be prepared by the
------ -------------- ------------------
secretary not more than thirty (30) days and not less than ten (10) days prior
to the date set for the annual meeting of stockholders, the secretary shall sign
it, and deposit it in the mail in said period, in an envelope with sufficient
postage addressed to each stockholder of record on the books of the corporation
on the date of said mailing, at the respective addresses shown on the books.
7. Special meetings of the stockholders for any purpose or purposes, other
---------------- ------------
than those prohibited by statute, may be called by resolution of the Board of
Directors or by the President, and shall be called by the President or Secretary
at the request in writing of three members of the Board of Directors or at the
request in writing by stockholders owning one-fifth in amount of the common
voting stock of the company issued and outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed meeting. If such
notice shall not be given within seven (7) days after delivery or the date of
mailing such request to the principal office of the corporation, the
stockholders or directors making the request for the meeting may fix the time
and place of meeting and give notice either in the manner provided by law, or in
the manner provided by these By-Laws.
8. Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto.
9. Written notice of a special meeting of stockholders stating the time,
------ --------------- ------------
place and purpose or purposes shall be mailed postage prepaid, not more than
twenty (20) days, and not less than five (5) days (except as otherwise required
by law) before the meeting to each stockholder entitled to vote thereat, of
record as a stockholder on the company records on the date of mailing, at such
address as shall appear on the books of the company.
3
10. Waiver of notice: (1) When all the stockholders shall be present at a
-----------------
meeting, however notified, and shall sign a written consent to the holding of
such meeting, they may transact any business at such meeting which could
lawfully be transacted at any meeting of the stockholders regularly called and
notified. (2) The attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting (and a waiver of the right to object to the
form in which any notice received was given) except where the stockholder
objects thereat, in person or by representative, to the transactions of any
business because the meeting is not lawfully called or convened.
10. a. For the purpose of determining stockholders entitled to notice or
to vote at any regular or special meeting or stockholders of any adjournment
thereof, or stockholders entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors of the corporation may provide that the stock transfer books
--------------------
shall be closed for a stated period but not in any case to exceed thirty (30)
------
days.
10. b. If the stock transfer books shall be closed for the purpose of
determining stockholders entitled to notice of or to vote at a regular meeting
of stockholders such books shall be closed for at least ten (10) days
immediately preceeding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than thirty (30) days, and in case of a regular meeting of stockholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of stockholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the close of business
on the date on which notice of the meeting is mailed, or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
be applied to any adjournment thereof except where the determination has been
made through the closing of the stock transfer books and the stated period of
closing has expired.
10. c. Voting Lists: The officer or agent having charge of the stock
-------------
transfer books for the shares of the corporation shall make, at least ten (10)
4
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any stockholder at any time during the usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any stockholder during the whole time
of the meeting. The original stock transfer books shall be prima facie evidence
as to who are the stockholders entitled to examine such list or transfer books
or to vote at any meeting of stockholders. Failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting.
11. Shares standing in the name of another corporation may be voted by any
--------------------------------------------------
officer of such corporation, or any proxy appointed by any such officer, in the
absence of express notice to this corporation given in writing to the Secretary
in connection with the particular meeting, that such officer has no authority to
vote such shares or appoint such proxy.
12. Shares held by an administrator, executor, guardian, conservator,
------------ -------------
receiver, or assignee for creditors may be voted by him, either in person, or by
proxy, without a transfer of such shares into his name, provided that there is
filed with the Secretary before or at the time of meeting proper evidence of his
incumbency and the number of shares held. Shares standing in the name of a
fiduciary may be voted by him, either in person or by proxy.
13. a. A stockholder whose shares are pledged shall be entitled to vote
------ -------
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.
However, if the instrument of pledge provides different voting rights, it shall
control if a copy thereof is presented to the meeting and approved by the
chairman, or by majority vote if a vote is demanded.
13. b. Shares of its own stock belonging to the corporation shall not be
------------------------ ------------
voted, directly or indirectly, at any meeting, and shall not be counted in
- -----
determining the total number of outstanding shares entitled to vote at any given
5
time. However, shares of its own stock held by it in a fiduciary capacity may
--------- ---
be voted by the President, or other person designated by resolution of the
- ---------
Board, and shall be counted in determining the total number of outstanding
shares at any given time.
DIRECTORS
14. The Board of Directors shall be six (6) in number, consisting of three
classes of directors, each class consisting of two directors, for terms of three
years each, with one class of director's terms expiring each year.
15. If the office of any Director or Directors becomes vacant by reason of
-------- ------------------------
death, resignation, retirement, disqualifications, removal from office, or an
increase in the number of directors authorized, or otherwise, the directors in
office, by majority vote of the remaining Directors shall choose a successor or
successors who shall hold office until the succeeding director has been elected
at the next special or the annual meeting of stockholders, and has qualified (if
an act of qualification is necessary).
16. The Board of Directors shall direct the management of the business and
affairs of the Company. They shall provide a suitable Home Office for the
Company in the City of Madison, in Dane County, Wisconsin and may provide such
offices elsewhere as they may deem necessary.
16. a. Directors as such shall not receive any stated salary for their
service as Directors, but by resolution of the Board a fixed sum and expenses of
attendance, if any, may be allowed for attendance at any meeting or meetings.
Nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity and receiving compensation
therefor.
16. b. The Board shall fix the compensation of Directors, members of all
committees, and of all officers of the Company.
16. c. The Board shall determine the kind and nature of hazards against
which policyholders may be insured. They shall direct the investment of the
reserve and surplus funds of the Company. They may grant such powers and assign
such duties to Committees of the Board, to other Committees created by them, to
the Chairman of the Board, or to the officers of the Company as the Board may
from time to time deem advisable. They may make rates for insurance or
authorize any Committee of the Board or other Committee appointed by them or any
officer or officers of the Company or any other person or persons, to determine
the rates of insurance or the manner or method by which such rates shall be
established. They may reinsure risks or classes of risks and may authorize any
6
Committee of the board or other Committee created by them or any officer or
officers of the Company or any other person or persons, to reinsure risks or
classes of risks and to enter into contracts in respect thereto. They may
classify risks by kind, type or line of insurance or subdivision thereof, by the
degree of hazard assumed or by any standard they may determine is fair and
reasonable and may assign the risks into groups, divisions or classes.
16. d. In addition to the powers by these By-Laws expressly conferred upon
them the Board may exercise such powers and do such lawful acts and things as
-------------------------------
are not by statute or by the Articles of Organization or by these By-Laws
required to be exercised and done by the stockholders, and all things not
---
prohibited by statute, these Articles, or By-Laws from being done by the Board.
- ----------------------
COMMITTEES OF THE BOARD
17. Subject to the limitations created by statute and these By-Laws as
amended from time to time, the Board may by resolution adopted by the
affirmative vote of the whole Board, from time to time, create, modify or
abolish committees as follows, each one to consist of at least three members of
the Board, each committee to have and fix its own rules governing the conduct of
its activities not inconsistent with the rules promulgated by the Board, and
shall report to the Board as directed from time to time. The Board may at any
time designate from its members alternate members of committees. The committees
authorized are:
A) Executive committee: To have and exercise, when the Board is not in
--------------------
session, all of the Powers of the Board, except as limited by statute, the
Articles and these By-Laws, and the resolution or resolutions of the Board.
B) Other committees: Any other committee or committees deemed appropriate
----------------
by the Board, with such powers and duties as the Board may designate in the
resolution or resolutions creating or affecting each committee.
MEETINGS OF THE BOARD
18. The first meeting of each newly elected Board shall be held at such
--------------
time and place as shall be fixed by the consent of all directors, or by due
-------
notice.
19. Directors shall hold an annual meeting for the election of officers for
-------------- --------------------
the coming year, as soon as practicable after the election of Directors at the
7
annual meeting of stockholders. Regular meetings of the Board may be held
without notice at such hour and place as shall from time to time be determined
by resolution of the Board, or by waiver signed by all Directors. A waiver of
---------
notice in writing, signed at any time, whether before or after the time of the
- ------
meeting, by the Directors entitled to such notice, shall be deemed equivalent to
the giving of due notice. The attendance of a Director at a meeting shall
---------- -----
constitute a waiver of notice of such meeting, except where a Director objects
- ---------------------
thereat, in person or by representative, at the opening of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Any Director who voted against any resolution at a meeting of
directors, may register his dissent by signing and mailing a registered letter
to the Secretary of the corporation, addressed to the principal office of the
corporation, or to the registered agent at the address of his office, within 24
hours after the adjournment of the meeting, said letter to state the matter
dissented from, and the reason for the dissent. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
20. Special meetings of the Board may be called by any two Directors on one
---------------- -----
day's notice to each Director, either personally or by mail, telephone or
telegraph; special meetings shall be called by the President or Secretary in a
like manner on the written request of two Directors.
21. At all meetings of the Board the presence of a majority shall be
--------
necessary to constitute a quorum and sufficient for the transaction of business,
----------------------
and any act of a majority present at a meeting at which there is a quorum, shall
be the act of the Board of Directors, except as may be otherwise specifically
limited by statute or by the Articles of Incorporation or these By-Laws.
22. a. The Board of Directors, by affirmative vote of a majority of the
---------- ------------------
Directors then in office, and irrespective of any personal interest of any of
its members, may establish reasonable compensation of any or all Directors for
-------------------------------------
services to the Corporation as Directors, officers or otherwise.
22. b. The Board of Directors shall have authority to provide for
reasonable pensions, disability or death benefits, and other benefits, payments,
or profit sharing to Directors, officers and/or any or all employees or
classifications thereof and to their estates, families, dependents or
beneficiaries on account of either prior or future services rendered or to be
8
rendered by such Directors, officers, and employees to the corporation, without
prior or subsequent approval of the stockholders.
23. The individual or personal interest of any Director in any matter which
-----------------
shall come before the Board of Directors, on matters other than their reasonable
--------------------------------------
compensation as Directors or officers, shall not disqualify the Director from
- ------------ ---------------------------------
being counted thereon for the purpose of determining whether a quorum is
present; however to render valid any vote thereon, there must have concurred
therein a minimum majority of a quorum of the Board who have no interest in the
matter voted upon.
OFFICERS
24. The general officers shall be those named in the Articles of
Incorporation. Each shall be elected by the Board annually and shall hold
office for one year and until their successors are chosen and qualify in their
stead, or until the earlier death, resignation, or removal of the officer. Any
officer accepting the appointment, election or re-election to any office of the
corporation shall take same upon the condition that if, in the course of his
holding such office he likewise holds the position of a director of the
corporation he shall hold the position of director, in fact, only so long as he
is an officer of the corporation; and that his resignation, death or removal for
cause from office or his failure to be re-elected, or if he fails to qualify,
without further action of the directors or the stockholders, shall terminate his
then current term as a director fully effective (in the case of a proceeding for
removal under these By-Laws) upon the directors' determination that the
pertinent fact or facts exist, irrespective of any subsequent legal or equitable
proceedings. The Board of Directors, however, may at their sole option, by
resolution, re-appoint the person to the directorship thus vacated, to serve out
the unexpired term and until the election of a successor. The Board shall also
choose one or more Vice-Presidents, and a Secretary and a Treasurer. The
election of officers shall be at the annual meeting of the Board, or as soon as
the Board determines that it is practicable thereafter. Any two of the
officers, except those of President and Vice-President, and President and
Secretary, upon resolution of the Board from time to time, may be combined and
filled by the same person. The Board of Directors, from time to time, may also
choose and prescribe the duties of one or more additional Vice-Presidents,
Assistant Secretaries and Assistant Treasurers and other officers or agents or
9
change the titles and duties of existing general or other officers, except as to
the statutory requirements of the office of President. All or any one of the
---
officers, as required by the Board shall be bonded at corporate expense in such
- -------- ---------------
sum and with such sureties as may be satisfactory to the Board, conditioned upon
----------------
the faithful performance of their duties, and for the restoration to the
- ------------------------------ ------
corporation in case of loss to the corporation due to the officer's death,
resignation, retirement or removal from office and the loss, removal or
disappearance of any or all books, papers, conveyances, vouchers, money and
other property or documents of whatever kind in possession of said officer or
under his control belonging to the corporation or in its charge or custody.
Such bonds may cover such other additional risks as is usual in bonds sold in
the corporation's trading area.
25. The Chairman of the Board, a Vice-Chairman of the Board and the
President of the Corporation, shall be members of the Board.
26. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead.
27. Upon at least three days' notice, and opportunity for a hearing before
the Board, any officer elected or appointed by the Board of Directors may be
------------ ------
removed for cause, either as an employee and an officer, or both, and his
- -------------------
remuneration terminated at any time by the affirmative vote of the Board of
Directors equal to a majority of the Board positions authorized in the Articles
and By-Laws. As to the President, the required percentage vote shall be
two-thirds of the Board positions. "Cause" as herein used shall include, but
not be limited to, unauthorized absences from work, lack of capacity, or failure
to perform the duties of his office, or the performance of any acts tending (all
in the sole judgment of the Board) to bring the corporation into disrepute.
CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD
28. The Chairman of the Board, and, in his absence or inability to act, the
Vice-Chairman of the Board, shall preside at all meetings of the Board of
Directors.
PRESIDENT AND VICE-PRESIDENTS
10
29. The President shall be the chief executive officer of the corporation.
He shall have general charge and oversight of its business and affairs, shall
preside at all meetings of the members. In the absence of the Chairman and
Vice-Chairman of the Board, the President shall preside at all meetings of the
Board of Directors and shall discharge all other duties imposed upon him by law,
by these By-Laws, and by the Board of Directors. The President, or one of the
Vice-Presidents authorized by the Board of Directors, shall sign all policies.
The Board of Directors or President may designate any Vice-President or Vice
Presidents to exercise the powers and discharge the duties of the President
during his absence or inability to act. Any Vice-President shall have such
powers and discharge such duties as may from time to time be conferred or
imposed upon him by the Board of Directors or by the President.
SECRETARY
30. The Secretary shall keep a record of the minutes, of the meetings of
the Stockholders and of the Board of Directors. He shall countersign all
instruments and documents executed by the corporation which the laws or by-laws
require to be so executed; he shall affix to instruments and documents the seal
of the corporation and record and keep in proper books therefor the transactions
of the corporation; and shall perform such other duties as usually are incident
to such office.
TREASURER
31. The Treasurer, subject to the control of the Board of Directors, shall
collect, receive, and safely keep all moneys, funds and securities of the
corporation, and attend to all its pecuniary affairs. He shall keep full and
complete accounts and records of all his transactions, of sums owing to or by
the corporation, and all rents and profits in its behalf. His books of account
and records shall at all reasonable times be open to the inspection of the
Stockholders of the corporation, and he shall furnish to the Stockholders at
their Annual Meeting and to the Directors, whenever requested by them, such
statements and reports of the same as are necessary to a full exhibit of the
financial condition of the corporation.
11
SUBORDINATE OFFICERS
32. Subordinate officers appointed by the Board of Directors shall have
such powers and discharge such duties as may from time to time be conferred or
imposed upon them by the Board of Directors or the President.
FUNDS OF THE CORPORATION
33. All moneys belonging to the corporation shall be deposited or invested
in the name of the corporation in such depositories or in such securities as may
be authorized by the Board of Directors, or by the appropriate committee under
the authorization of the Board of Directors. All moneys of the corporation
shall be disbursed by check, draft or written order only, and all checks and
orders for the payment of money shall be signed by two officers as designated by
the Board of Directors.
CERTIFICATES OF STOCK
34. The certificates of stock of the corporation shall be numbered and
registered as they are issued. They shall exhibit the holder's name and the
number of shares (and class of shares, if any) and shall be signed by the
President and the Secretary and shall bear the corporate seal, if the By-Laws
provide a corporate seal, and contain all other provisions required by law.
35. The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates heretofore issued by the
corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed, and the Board of Directors when authorizing such issue of a
new certificate or certificates, in its discretion and as a condition precedent
to the issuance thereof, may require the owner of such lost or destroyed
certificate or certificates, or his legal representative to advertise the loss
in such manner as it shall require and/or give the corporation a suitable
indemnity agreement, or a bond, in such sum as it may direct to indemnify the
corporation against any claim that may be made against it relative to the new
certificate or the old one or the shares represented thereby.
36. Upon surrender to the Secretary or transfer agent of the corporation of
a certificate for shares endorsed by the person named in the certificate or by
attorney lawfully constituted in writing, or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
12
corporation to issue a new certificate and record the transfer upon its books.
37. The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person whether or not it shall have express or other
notice thereof, save as expressly provided by the Laws of Wisconsin.
FISCAL YEAR
38. The fiscal year of the corporation shall end on the 31st day of
December of each year.
DIVIDENDS
39. The Directors may declare dividends out of the profits of the
corporation at such times and in such manner as the Board may from time to time
designate and as may lawfully be done.
SEAL
40. The corporation shall have a corporate seal, circular in shape,
containing the name of the corporation, the word "Wisconsin" and the words
"Corporate Seal".
INDEMNIFICATION OF DIRECTORS AND OFFICERS
41. To the extent permitted by law, the corporation shall indemnify each
Director and Officer of the Corporation, and his heirs, executors and
administrators against all expenses and liability reasonably incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be involved by reason of his being or having been a Director or Officer of the
corporation, whether or not he continues to be a Director or Officer at the time
of incurring such expenses and liabilities; such expenses and liabilities to
include, but not limited to judgments, court costs, and attorney's fees and the
cost of settlements. The corporation shall not, however, indemnify such
Director or Officer with respect to matters as to which he shall be finally
adjudged in any such actions, suit, or proceeding to have been liable for
willful misconduct in the performance of his duties as such Director or Officer.
In the event a settlement or compromise is effected, indemnification may be had
only if the Board of Directors shall have been furnished with an opinion of
13
counsel for the corporation to the effect that such settlement or compromise is
in the best interests of the corporation and that such Director or Officer is
not liable for willful misconduct in the performance of his duties with respect
to such matters, and, if the Board shall have adopted a resolution approving
such settlement or compromise. The foregoing right of indemnification shall not
be exclusive of other rights to which any Director or Officer may be entitled as
a matter of law.
NOTICES
42. Whenever under the provisions of these By-Laws notice is required to be
given to any stockholder or Director, for any regular or special meeting, it
shall not be construed to mean personal notice, but such notice shall be deemed
to be given if given in writing by depositing the same in a United States post
office or letter box in a postpaid sealed wrapper, addressed to such stockholder
or Director, within the time limited, at such address as appears on the books of
the corporation, or in default of other address, to such stockholder or Director
where the principal office of the corporation is located; provided, that where
the time limited is two days or less, a notice by mail, to be effective shall be
deposited at least three (3) days prior to the meeting. Where notice may be
given by telegraph it shall be deemed given when the message, properly
addressed, is delivered to the telegraph company and its due transmission paid
for.
ACTION BY SHAREHOLDERS OR BOARD
WITHOUT FORMAL MEETING
43. Any action required to or permitted to be taken at a meeting of the
stockholders, or any such action which may be taken at a meeting of the Board of
Directors, may be taken without a meeting if a consent in writing, in the form
of minutes of a meeting, or otherwise, setting forth the actions so taken, shall
be signed by all persons entitled to vote with respect to the subject matter
thereof.
MISCELLANEOUS
44. The masculine gender as used throughout these By-Laws shall be
construed to refer also to the feminine where appropriate. Roberts Rules of
14
Order shall govern as to all meetings under these By-Laws where the Rules may be
in conflict with the By-Laws or with the Articles.
ORDER OF BUSINESS
45. At all meetings of the Stockholders of the corporation, the following
shall be the order of business:
a. Registration
b. Proof of Notice of Meeting
c. Reading of Minutes
d. Reports of Committees
e. Reports of Officers
f. Unfinished Business
g. New Business
AMENDMENTS BY STOCKHOLDERS
46. The By-Laws may be amended by a majority vote of the voting stock
present in person or by proxy and qualified to vote at any annual or special
meeting or the stockholders, duly convened, provided a quorum is present and
that notice of intention to amend, stating the substance of the amendment
proposed shall have been contained in the notice of the meeting.
AMENDMENT OF BY-LAW BY THE BOARD
47. The Board may make, alter, amend, or repeal By-Laws subject to the
power of the holders of the common voting stock to alter or repeal same.
15