EXHIBIT 4.2
BYLAWS OF UNITED FIRE & CASUALTY COMPANY
BYLAWS
UNITED FIRE & CASUALTY COMPANY
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING
The annual meeting of the stockholders of this Corporation, for the
election of directors and for the transaction of such other business as may
properly come before the meeting, shall be held on the third Wednesday in the
month of May of each year, provided the Board of Directors of the Corporation
may fix some other date which is within thirty (30) days before or after said
date. If the day designated above or fixed by the Board of Directors is a legal
holiday, the meeting shall be held on the following business day. The hour of
the meeting shall be fixed by the Chairman of the Board of Directors. All
meetings shall be held at the office of the Corporation in Cedar Rapids, Iowa.
SECTION 2. QUORUM
At any meeting of the stockholders of this Corporation a majority of the
common stock outstanding, represented in person or by written proxy, shall
constitute a quorum for the transaction of business.
SECTION 3. ADJOURNMENT
If less than a quorum is in attendance at any meeting, the meeting may be
adjourned by a majority in interest of the stockholders present, in person or by
proxy, from time to time without further notice other than by announcement at
the meeting, until the holders of the amount of stock necessary to constitute a
quorum attend.
SECTION 4. VOTING
Each stockholder shall be entitled to one vote for each share of stock
registered in the stockholder's name at any annual or special meeting of the
stockholders of the Corporation upon all matters of business, including the
election of directors (except as specially provided for minority
representation), which vote may be exercised in person or by written proxy for
each share of stock held by such stockholder. All proxies shall be filed with
the Transfer Agent at least two days prior to the meeting for which said proxy
is given.
SECTION 5. SPECIAL MEETINGS
The Chairman may call a special meeting of the stockholders at any time
upon giving notice as hereinafter provided. Special meetings of the
stockholders shall be called by the Chairman at any time upon the written
request of stockholders representing fifty-one percent (51%) of the total stock
outstanding and, in the event of the failure or refusal of the Chairman to issue
a call upon such request, the stockholders representing fifty-one percent (51%)
of the total stock outstanding may join in issuing a call to the stockholders
for a special meeting.
SECTION 6. NOTICE
All calls or requests for regular or special stockholders' meetings shall
state what business is to be presented at the meeting, shall be in writing and
shall be made by the Chairman or under the signature of the owners of the fifty-
one percent (51%) of the total stock outstanding, giving not less
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than ten (10) days or more than fifty (50) days written notice in person or
by United States Mail addressed to the stockholders of record, which notice
shall be considered given when addressed and mailed to the address of the
person, firm or corporation as shown by the records of the Corporation.
SECTION 7. ORDER OF BUSINESS
The following order of business shall be observed at all annual and special
meetings of the stockholders so far as practicable, viz: calling the roll;
reading; correction and approval of minutes of the previous meeting; election of
directors; report of officers; unfinished business; new business; adjournment.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER AND CLASSES
The business of this Corporation shall be managed and controlled by a Board
of Directors consisting of not less than nine (9), nor more than fifteen (15),
the number of which shall be fixed by the Board of Directors and notice thereof
given the stockholders at least fifteen (15) days prior to the meeting at which
the election is to be held. The Board of Directors shall be divided into
classes to be designated Class A, Class B and Class C, respectively. After the
first election by classes, each class shall be elected for a term of three
years. Only the class whose term expired in the year of election shall be
elected at the stockholders meeting of that year unless the Board shall
otherwise provide. If the Board of Directors fails to fix the number of
directors which shall comprise the Board of Directors for the ensuing year or
fails to give the notice herein prescribed to the stockholders, then the number
of directors of the class to be elected at the annual meeting shall be the same
as the number elected at the last prior election of such class, subject to
change by the Board in the event minority nominations are made.
SECTION 2. PROPORTIONATE REPRESENTATION
The holder or holders, jointly or severally, of not less than one-fifth but
less than a majority of the shares of the common Stock of the Corporation shall
be entitled to nominate directors for election at the annual stockholders'
meeting. In the event such nomination is made, the number of directors which
the minority stockholders shall be entitled to elect shall be that proportion of
the total number of directors (to the extent such number is divisible) which the
number of shares held by the persons making such nomination bears to the whole
number of shares issued; provided, the holder or holders of the minority shares
of stock shall not be entitled to elect more than one-fifth (disregarding
fractions) of the total number of directors to be elected for each one-fifth of
the entire capital stock of such Corporation so held by them; and provided
further that this section shall not be construed to prevent holders of a
majority of the stock of the Corporation from electing the majority of the
directors. If the term of any director previously elected by minority
stockholders does not expire at the time of an election, the number of directors
which the minority would otherwise be entitled to nominate at such election
shall be reduced by the number of majority directors whose terms do not expire.
If, at any meeting of stockholders at which members of the Board of
Directors are to be elected, minority shareholders hold the number of shares
requisite under the Articles and Bylaws to make nominations, the meeting shall
be recessed to enable the Board to change the previously fixed number of
directors to be elected at the meeting, if the Board deems such a change
necessary to accommodate the right of majority and minority representation on
the Board.
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No stockholder who has voted with the majority for the election of
directors at such meeting or who has given an unrevoked proxy pursuant to a
solicitation by management, which has obtained a majority of stockholder
proxies, shall be regarded as a minority stockholder for purposes of such
election and no stockholder who has been recognized as a minority stockholder
for the purpose of one minority nomination shall be recognized for purpose of
another nomination at the same election.
In case nominations are made by the requisite number of minority
stockholders, the Board shall assign the minority stockholders' nominees to the
classes which to it deems most appropriate to carry out the representative
elective process as set forth in the Articles and these Bylaws.
SECTION 3. MEETINGS
The Board of Directors shall meet at the office of the Corporation, in the
City of Cedar Rapids, Iowa, on the third Wednesday in the month of May of each
year, unless such day be a legal holiday, in which case the meeting shall be
held on the day following, immediately following the annual meeting of the
stockholders. Regular meetings of the directors may be held without notice at
such places and times as shall be determined from time to time by resolution of
the directors.
Special meetings of the Board shall be held at the call of the Chairman,
the Vice Chairman, the President in the absence of the Chairman and Vice
Chairman, or the Secretary on the written request of any two directors, by
giving at least two (2) days written notice thereof by ordinary mail to the last
known address of each director.
SECTION 4. QUORUM
A majority of the directors shall constitute a quorum at any regular or
special meeting. If at any meeting of the Board there shall be less than a
quorum present, a majority of those present may adjourn the meeting from time to
time until a quorum is obtained and no further notice thereof need be given
other than by announcement at said meeting which shall be so adjourned.
SECTION 5. QUALIFICATIONS: VACANCIES
Every director shall be a stockholder and if any director shall sell or
transfer all of the stockholder's stock in this Corporation so that the director
is no longer a stockholder of the Corporation, such director shall at once cease
to be a director. Any member elected to the Board of Directors for the first
time on or after August 12, 1988 shall submit his or her resignation not later
than the February after said member attains age 70, to take effect not later
than the following annual meeting. The Board of Directors may fill all
vacancies occurring in its membership between annual meetings of the
stockholders or until such time as a successor is duly elected and qualified.
SECTION 6. POWERS: EXECUTIVE COMMITTEE
The Board of Directors may adopt, alter or repeal the Bylaws of the
Corporation and may generally do any act or thing deemed necessary for the
conduct and management of the business of the Corporation, subject only to the
limitation imposed by law or the Articles of Incorporation, and including the
election of an Executive Committee. The Board of Directors may vest said
Executive Committee with the right to exercise any or all of the power to adopt,
amend or alter Bylaws or fill vacancies on the Board of Directors or Officers.
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SECTION 7. COMPENSATION
Compensation of directors, with the exception of the Chairman, shall be
determined by the Board of Directors. The basis of such compensation shall be
an annual stipend plus a fixed amount for attendance at each directors meeting.
With the exception of the annual stipend, no compensation shall be allowed or
paid to any director not in attendance at any meeting. No director shall
receive a fee for services as such if such director draws a salary from the
Corporation as an officer or employee. Other directors qualified to render
special advisory services to the Corporation shall be paid such fees as shall be
determined by the Board of Directors.
Compensation of the Chairman, including the awarding of any bonus and the
amount thereof, shall be determined by the Compensation Committee.
ARTICLE III
OFFICERS
SECTION 1. NUMBER
The Board of Directors shall elect a Chairman, a Vice Chairman, a
President, one or more Vice Presidents, one or more Secretaries, a Treasurer,
and such other officers as it may deem advisable to appoint or elect. Any
person may hold one or more offices at the same time, except that the offices of
Chairman and Secretary cannot be held at the same time by one person. All of
the said officers shall hold their offices by the will of the Board and be
subject to removal by the Board at its pleasure. No officer of the Corporation
need be a stockholder or a director except the Chairman. The officers elected
by the Board of Directors shall have such powers, perform such duties and shall
be entitled to such compensation as may be prescribed by the Board of Directors.
SECTION 2. CHAIRMAN
The Chairman shall preside at all meetings of the shareholders and the
Board of Directors. Except where the signature of the President of the
Corporation is required by law, the Chairman, in the absence of the President,
shall have the same power as the President to sign all certificates, contracts,
and other instruments of the Corporation which may be authorized by the Board of
Directors, and shall have such other powers and duties as the Board of
Directors, from time to time, may authorize.
SECTION 3. VICE CHAIRMAN
The Vice Chairman, in the absence of the Chairman, shall preside at all
meetings of the directors and all meetings of the stockholders and shall perform
such other duties as may from time to time be designated by the Board of
Directors or the Chairman.
SECTION 4. PRESIDENT
The President, in the absence of the Chairman and Vice Chairman, shall
preside at all meetings of the directors and all meetings of the stockholders
and will have general management and control of the business and affairs of the
Corporation while the directors and/or committees are not in session. The
President shall exercise the general supervision of the Corporation and is
authorized to perform all ordinary business transactions of the Corporation,
including the authority to appoint and discharge employees and agents of the
Corporation and fix their compensation and to make and sign contracts and
agreements in the name of the Corporation. The President shall see that the
books,
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statements and certificates required by the statutes under which this
Corporation is organized or other laws applicable thereto are properly made and
filed according to law.
SECTION 5. VICE PRESIDENT
The Vice Presidents, in order of seniority and in the absence of the
Chairman, the Vice Chairman and the President, shall preside at all meetings of
the stockholders and of the Board of Directors, and shall perform such other
duties as may from time to time be designated by the Board of Directors, the
Chairman or the President.
SECTION 6. TREASURER
The Treasurer shall receive and give or cause to be given receipts and
acquittances for moneys paid in an account of the Corporation and advise the
proper officers to pay out of the funds on hand all just debts of the
Corporation of whatever nature upon maturity of the same; shall enter or cause
to be entered in the books of the Corporation to be kept for that purpose full
and accurate accounts of all moneys received and paid out on account of the
Corporation, and, whenever required by the Chairman or the President, the
Treasurer shall render a statement of accounts; and shall keep or cause to be
kept such other books as will show a true record of the expenses, losses, gains,
assets and liabilities of the Corporation.
SECTION 7. SECRETARY
The Secretary shall, upon proper direction, give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by the Bylaws, and in case of the Secretary's absence,
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the Chairman, the Vice Chairman, the President or by the
stockholders, upon whose requisition the meeting is called as provided in the
Articles of Incorporation and in these Bylaws. The Secretary shall keep a
record of all the proceedings of the meetings of the stockholders and of the
directors in a book kept for that purpose. The Secretary shall have the custody
of the seal of the Corporation and shall affix the same to instruments requiring
it, when authorized by the directors, the Chairman, or the President and attest
to the same. The Secretary shall perform all of the other duties incident to
the office of Secretary and any other duties as may be assigned by the
directors, the Chairman, or the President.
SECTION 8. EXECUTION OF INSTRUMENTS
All deeds, mortgages, conveyances, and contracts relating to real property
of the Corporation shall be signed on behalf of this Corporation by the
Chairman, the President or one of its Vice Presidents and countersigned by its
Secretary or one of its Assistant Secretaries. All stock certificates, and all
notes, bonds, or other evidences of indebtedness (not including surety bonds)
and all releases and assignments shall be signed by the Chairman, the President
or any one of its Vice Presidents and countersigned by its Secretary or one of
its Assistant Secretaries. Surety bonds may be executed on behalf of this
Corporation by any one of its officers. All release of mortgage liens, liens,
judgments, or other claims that are required by law to be made of record, shall
be executed on behalf of the Corporation by the Chairman, the President, any one
of its Vice Presidents or the Secretary or Treasurer of the Corporation.
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ARTICLE IV
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK
Certificates of stock, numbered and with the seal of the Corporation
affixed, signed by the Chairman, the President or any one of the Vice
Presidents, and the Secretary or an Assistant Secretary, shall be issued to each
stockholder certifying the number of shares owned by the stockholder in the
Corporation. When such certificates are signed by a transfer agent or an
assistant transfer agent or by a transfer clerk acting on behalf of the
Corporation and a registrar the signatures of such officers may be facsimiles.
All such certificates shall bear the corporate seal or a facsimile thereof.
SECTION 2. LOST OR DESTROYED CERTIFICATES
A new certificate of stock may be issued in the place of any certificate
theretofore issued by the Corporation, alleged to have been lost or destroyed,
and the directors may, in their discretion, require the owner of the lost or
destroyed certificate, or the owner's legal representative, to give the
Corporation a bond in such sum as the directors may direct to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificate.
SECTION 3. TRANSFERS OF STOCK
The shares of stock of the Corporation shall be transferable only upon its
books by the holders thereof in person or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers, or to such other person as the
directors may designate, by whom they shall be canceled, and new certificates
shall thereupon be issued. A record shall be made of each transfer, and
whenever a transfer shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of the transfer.
SECTION 4. CLOSE STOCK TRANSFER BOOKS
The Board of Directors shall have the power to close the stock transfer
books of the Corporation for a period not exceeding fifty days preceding the
date of any meeting of stockholders or the date for payment of any dividend or
the date for the allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period of not
exceeding fifty days in connection with obtaining the consent of stockholders
for any purpose; provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance a date, not
exceeding fifty days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect to any such change, conversion or exchange of capital
stock or to give such consent, and in such case such stockholders only as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
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ARTICLE V
SURETY BONDS AND UNDERTAKINGS
SECTION 1. EXECUTION BY OFFICERS OF THE CORPORATION
The Chairman, the President, any one of the Vice Presidents, or an
Assistant Vice President of Bonds shall have the power to bind the Corporation
upon any and all policies of insurance, bonds, undertakings and other obligatory
instruments by his or her signature and execution thereof attested by the
signature of the Secretary or of an Assistant Secretary (which signatures, in
lieu of an actual signature, may be a facsimile thereof and may be stamped,
printed, or otherwise affixed thereto) and such execution of any such instrument
shall be deemed to be the act of the Corporation.
SECTION 2. APPOINTMENT OF ATTORNEY-IN-FACT
The Chairman, the President, any one of the Vice Presidents, an Assistant
Vice President of Bonds, or any other officer of the Corporation, may, from time
to time, appoint by written certificates attorneys-in-fact to act in behalf of
the Corporation in the execution of policies of insurance, bonds, undertakings
and other obligatory instruments of like nature. The signature of any officer
authorized hereby, and the corporate seal, may be affixed by facsimile to any
power of attorney or special power of attorney or certificate of either
authorized hereby; such signature and seal, when so used, being adopted by the
Corporation as the original signature of such officer and the original seal of
the Corporation, to be valid and binding upon the Corporation with the same
force and effect as though manually affixed. Such attorneys-in-fact, subject to
the limitations set forth in their respective certificates of authority shall
have full power to bind the Corporation by their signature and execution of any
such instruments and to attach the seal of the Corporation thereto. The
Chairman, the President, any one of the Vice Presidents, an Assistant Vice
President of Bonds, the Board of Directors or any other officer of the
Corporation may at any time revoke all power and authority previously given to
any attorney-in-fact.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty-first day of December in each and every year.
SECTION 2. CHECKS, DRAFT ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officers or officers' agents or agents of the Corporation in such
manner as shall from time to time be determined by resolution of the Board of
Directors or as herein provided by these Bylaws.
SECTION 3. NOTICE
Whenever any notice is required by these Bylaws to be given, personal
notice is not meant unless expressly so stated; and any notice so required shall
be deemed to be sufficient if given by depositing the same in a post office box
in a sealed postpaid wrapper, addressed to the person entitled thereto at the
person's last known post office address, and such notice shall be deemed to have
been
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given on the day of such mailing. Any notice required to be given under
these Bylaws may be waived by the person entitled thereto. Stockholders not
entitled to vote shall not be entitled to receive notice of any meeting except
as otherwise provided by statute.
SECTION 4. INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by law, indemnify
and hold harmless each director and officer now or hereafter serving the
Corporation or any of its subsidiaries, and if the directors adopt a Plan of
Indemnification, the Corporation's indemnification arrangement shall be as
described in that Plan. Such right of indemnification shall not be deemed
exclusive of any other right to which a director or officer may be entitled.
SECTION 5. SEAL
This Corporation shall have a corporate seal upon which shall be inscribed
"United Fire & Casualty Company, Cedar Rapids, Iowa, Corporate Seal".
SECTION 6. TRANSFER AGENT
The Board of Directors shall have the authority to appoint a Transfer
Agent. The Transfer Agent shall have charge of the original stock books,
transfer books and stock ledgers of the Corporation. The Transfer Agent shall
tabulate and inspect the proxies and shall determine the eligibility of any
stockholder to make or vote upon a minority nomination, subject to the oversight
of the Corporate Secretary. If so directed by the Board, the Secretary shall
act as transfer agent for the Corporation. In this event, a proxy committee
appointed by the Chairman shall inspect the proxies and determine the
eligibility of a stockholder to make or vote upon a minority nomination.
SECTION 7. AMENDMENT
Except as otherwise provided in the Iowa Business Corporation Act or as
otherwise provided by action of the shareholders of the Corporation, these
Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any
meeting of the Board of Directors of the Corporation by a majority vote of the
Directors present at the meeting.
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