Exhibit 3(ii)
BYLAWS
of
HSB GROUP, INC.
ARTICLE I
SHAREHOLDERS' MEETINGS
All meetings of the Shareholders shall be held in the City of Hartford
or such other place within Connecticut as the Board of Directors may appoint.
The Annual Meeting shall be held on the 3rd Tuesday of April in each year or on
some other day within two (2) months thereafter as fixed by the Board of
Directors. Special meetings of the Shareholders may be held at such time as
fixed by the Board of Directors. Notice of every meeting of the Shareholders and
of the time and place thereof shall be given as required by law. At each meeting
of the Shareholders the President or Chairman of the Board shall preside and act
as Chairman. The Chairman may appoint a Committee on Proxies to receive, count
and report the votes cast in person at such meeting and the votes represented by
proxies. The holders of a majority of the shares of the issued and outstanding
stock entitled to vote at a meeting, present either in person or by proxy, shall
constitute a quorum for the transaction of business at such meeting of the
Shareholders. If a quorum is not present at such meeting, the Shareholders
present in person or by proxy may adjourn to such future time as shall be agreed
upon by them, and notice of such adjournment shall be given to Shareholders not
present or represented at the meeting.
Regulations for the conduct of a meeting of Shareholders may be
prescribed by the Chairman or at the Chairman's option be adopted by the
Shareholders present by voice vote or by ballot.
At any meeting of the Shareholders, only such business may be conducted
as shall have been properly brought before the meeting and as shall have been
determined to be lawful and appropriate for consideration by Shareholders at the
meeting. To be properly brought before a meeting business must be (a) specified
in the notice of meeting, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors or the Chairman of the meeting, or
(c) otherwise properly brought before the meeting by a Shareholder. For business
to be properly brought before a meeting by a Shareholder pursuant to clause (c)
above, the Shareholder must have given timely notice thereof in proper written
form to the Corporate Secretary. To be timely, a Shareholder's notice to the
Corporate Secretary must be delivered to or mailed and received by the Corporate
Secretary of the Company not less than sixty nor more than ninety days prior to
the anniversary of the date on which the immediately preceding Annual Meeting of
the Shareholders was convened; provided, however, that in the event that the
Annual Meeting is called for a date that is not within thirty days before or
after such anniversary date, notice by the Shareholder in order to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure of the date of the Annual Meeting was made, whichever
first occurs. Such Shareholder's notice shall set forth as to each matter the
Shareholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and record address of such
Shareholder, (c) the class and number of shares of capital stock of the Company
which are beneficially held by such Shareholder and (d) any material interest of
such Shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at a meeting except in accordance
with the procedures set forth herein. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the procedures set forth
herein, or that business was not lawful or appropriate for consideration by
Shareholders at the meeting, and if the Chairman of the meeting should so
determine, the Chairman of the meeting shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted at
that meeting.
Nominations of persons for election to the Board of Directors of the
Company may be made by the Board of Directors or by any Shareholder entitled to
vote for the election of Directors in compliance with the notice procedures set
forth herein. Any Shareholder entitled to vote for the election of Directors at
a meeting may nominate persons for the election of Directors only if timely
written notice of such Shareholder's intent is given to the Corporate Secretary.
To be timely, a Shareholder's notice to the Corporate Secretary must be
delivered to or mailed and received by the Corporate Secretary of the Company
not less than sixty days nor more than ninety days prior to the anniversary of
the date on which the immediately preceding Annual Meeting of the Shareholders
was convened; provided, however, that in the event that the Annual Meeting is
called for a date that is not within thirty days before or after such
anniversary date, notice by the Shareholder in order to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure of the date of the Annual Meeting was made, whichever first occurs.
Such Shareholder's notice shall set forth (a) as to each person whom the
Shareholder proposes to nominate for election or re-election as a Director, (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of capital stock of the Company which are beneficially owned by such
person and (iv) any other information relating to such person that is required
to be disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including, without limitation such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected) and (b) as to the Shareholder giving the
notice, (i) the name and address, as they appear on the Company's books, of such
Shareholder and, (ii) the class and number of shares of capital stock of the
Company which are beneficially owned by such Shareholder. If the Chairman of the
meeting determines that a nomination was not in accordance with the foregoing
procedures, such nomination shall be void.
ARTICLE II
DIRECTORS
The Board of Directors shall consist of the number of directors fixed
from time to time by resolution adopted by the affirmative vote of a majority of
the entire Board of Directors. No person shall serve as Director beyond the date
of the first Annual Meeting of Shareholders held subsequent to the Director's
seventieth birthday.
Regular and special meetings of the Board of Directors shall be held as
determined by the Directors.
At any meetings of the Board of Directors, a majority of the Directors
then in office, but not less than one-third of the directorships fixed in
accordance with this Article, shall constitute a quorum for the transaction of
business. Unless otherwise prescribed herein or in the Articles of Incorporation
of the Company, action of the Board of Directors shall be by majority vote of
the Directors present. The compensation of Directors shall be determined by the
Board of Directors.
ARTICLE III
COMMITTEES
The Board of Directors may by resolution designate two or more
Directors to constitute an executive committee or other committees, which
committees shall have and may exercise all such authority of the Board of
Directors as shall be provided in such resolution, subject to such limitations
as are provided under Section 33-753 of the Connecticut General Statutes, as it
may be amended from time to time.
The Board of Directors may by resolution designate one or more
Directors as alternate members of such committees who may replace any absent
member at any meeting of such committees upon such notice and in such manner as
may be provided in the resolution designating such alternate members.
ARTICLE IV
OFFICERS
There shall be a President and there may be a Chairman of the Board,
each elected by the Board of Directors from their own number. The President
shall be the chief executive officer and responsible under the direction of the
Board of Directors for the supervision, management and active control of the
affairs and properties of the Company.
The Board of Directors may also elect a Corporate Secretary, a
Treasurer, one or more Executive Vice Presidents and Senior Vice Presidents.
The President shall appoint such other Officers as may be required for
the prompt and orderly transaction of the business of the Company.
Any elected Officer may be removed at the pleasure of the Directors
and any appointed Officer may also be removed by the President.
The Officers shall be subject to the direction of and shall have such
authority and perform such duties as may be assigned from time to time by the
Board of Directors or the President.
ARTICLE V
AMENDMENTS
These bylaws may be altered, amended, added to or repealed by a
majority of the entire Board of Directors at any meeting of said Board, provided
that notice thereof shall have been given in the notice of such meeting.
STATE OF CONNECTICUT,
ss. Hartford, CT..............19
COUNTY OF HARTFORD.
The foregoing is a true copy of the bylaws of HSB Group, Inc.
Attest:___________________
Corporate Secretary