1
EXHIBIT 3.1
BYLAWS
OF
SAFECO CORPORATION
(As last amended effective January 26, 2001)
ARTICLE I
STOCKHOLDERS' MEETINGS
1. ANNUAL MEETING. (a) The annual meeting of the stockholders of the corporation
for the election of Directors to succeed those whose terms expire, and for the
transaction of such other business as may properly come before the meeting,
shall be held at 11:00 o'clock in the morning on the first Wednesday in May or,
if such day is a legal holiday, then on the following business day or on such
other day as may be designated by the Chairman of the Board of Directors, the
President, or the Board of Directors ("Board of Directors"). The meeting shall
be held at the principal executive office of the corporation or at such other
place as may be designated in the notice of the meeting.
(b) For business to be properly brought before the annual meeting in
accordance with these Bylaws, business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (iii) otherwise properly brought before
the meeting by a stockholder. In addition to any other applicable requirements,
for business to be properly brought before the annual meeting by a stockholder,
the stockholder must file a written notice of intention to bring such business
("Business Notice") with the Secretary of the corporation not less than 90 days
before the date specified in Section 1(a) of this Article I, or if the meeting
is not held within 14 days of the date specified in Section 1(a) of this Article
I, then 90 days before the date of the meeting. The Business Notice shall state
the name, address, telephone number and class and number of shares of capital
stock owned by the stockholder who intends to bring such business before the
meeting; and, as to each matter the stockholder proposes to bring before the
annual meeting, a brief description of the business desired to be brought before
the annual meeting, the reasons for conducting such business at the annual
meeting and any material interest of the stockholder in such business.
(c) No business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 1; provided, however,
that nothing in this Section 1 shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual meeting. The
presiding officer of an annual meeting shall, if the facts warrant, determine
that business was not properly brought before the meeting in accordance with the
foregoing procedure and, if the presiding officer should so determine, the
presiding officer shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
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2. SPECIAL MEETINGS. Special meetings of the stockholders may be called only by
the Board of Directors. Such special meetings may be for any purpose or
purposes, which shall be described in the notice of such special meeting, and
shall be at the date, time and place prescribed in the notice of the meeting.
3. NOTICE OF MEETING. (a) Written notice of each annual and special
stockholders' meeting shall be given to all stockholders of record entitled to
notice of such meeting no fewer than 10 nor more than 60 days before the meeting
date, except that notice of a stockholders' meeting to act on an amendment to
the articles of incorporation, a plan of merger or share exchange, a proposed
sale of assets other than in the regular course of business or the dissolution
of the corporation shall be given no fewer than 20 nor more than 60 days before
the meeting date. If such written notice is placed in the United States mail,
postage prepaid, and correctly addressed to the stockholder's address shown in
the corporation's current record of stockholders, then the notice is effective
when mailed.
(b) Notice of any stockholders' meeting may be waived in writing by any
stockholder at any time, either before or after the meeting. In addition, notice
of the date, time, place and purpose of the meeting shall be deemed waived by
any stockholder who attends a stockholders' meeting in person or by proxy,
unless the stockholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting.
4. ORGANIZATION OF MEETING - QUORUM. A stockholders' meeting, duly called, can
be organized for the transaction of business whenever a quorum is present. The
presence, in person or by proxy, of the holders of a majority of the votes
entitled to be cast at the meeting shall constitute a quorum. Once a share is
represented for any purpose at a meeting, other than solely to object to holding
the meeting or transacting business at the meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.
5. ADJOURNED MEETINGS. Unless a new record date is or must be set for an
adjourned meeting, an adjournment or adjournments of any stockholders' meeting
may be taken to the date, time and place announced by the presiding officer at
the meeting, without new notice being given; but any meeting at which directors
are to be elected shall be adjourned only from day to day until such directors
are elected.
6. VOTING AT MEETINGS. Each holder of common stock shall be entitled to one vote
for each share of common stock then of record in the holder's name on the books
of the corporation. Each holder of a share of capital stock other than common
stock shall have the right to vote on those matters prescribed by the Board of
Directors in establishing the preferences, limitations and relative rights for
that class of capital stock. Every stockholder shall have the right to vote
either in person or by proxy. All voting at stockholders' meetings shall be viva
voce, unless any qualified voter shall demand a vote by ballot. In the case of
voting by ballot, each ballot shall state the name of the stockholder voting,
the number of shares owned by the
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stockholder, and, in addition, if such vote be cast by proxy it shall also state
the name of the proxy.
ARTICLE II
BOARD OF DIRECTORS
1. NUMBER AND QUALIFICATIONS. The business and affairs of the corporation shall
be managed under the direction of a Board of Directors of from 10 to 18
directors, as set from time to time by resolution of the Executive Committee,
which directors need not be stockholders of the corporation.
2. ELECTION - TERM OF OFFICE. The directors shall be divided into three classes,
designated Class 1, Class 2, and Class 3. Each class shall consist, as nearly as
may be possible, of one-third of the total number of Directors constituting the
entire Board of Directors. At each annual meeting of stockholders successors to
the class of Directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of Directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of Directors in each class as nearly equal as possible, but in no
case will a decrease in the number of Directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting for
the year in which the director's term expires and until the director's successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. In the event
of a failure to hold an election of Directors at any annual stockholders'
meeting, election of Directors may be held at a special meeting of the
stockholders called for that purpose; provided, that notice thereof be given all
stockholders entitled to vote at such meeting at least 30 days prior to the date
set for such special meeting.
3. VACANCIES. Any vacancy on the Board of Directors shall be filled by the Board
of Directors or, if the directors in office constitute fewer than a quorum of
the Board of Directors, then by the affirmative vote of the majority of all
directors in office.
4. NOMINATIONS OF DIRECTORS. (a) The Board of Directors or at its direction a
committee of the Board of Directors shall nominate individuals for election as
directors at the annual meeting of stockholders and at any special meeting of
stockholders called for the purpose of electing directors. Nominations may also
be made by any stockholder entitled to vote for the election of Directors at
such meeting who complies with the notice procedures set forth in this Section
4.
(b) A nomination for election as director, other than nominations made
by or at the direction of the Board of Directors, may be made only if a written
notice of intention to nominate ("Nomination Notice") has been received by the
secretary to the Board of Directors not less than 90 days before the date
specified in Section 1(a) of Article I above, or if the meeting is not held
within 14 days of the date specified in Section 1(a) of Article I above, then 90
days before the
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date of the meeting. The Nomination Notice shall state the name, address,
telephone number and class and number of shares of capital stock owned by the
stockholder who intends to make a nomination; the name, age, address and
telephone number of each nominee; a description of each nominee's business
experience for the past five years; a statement whether the nominee has ever
been prosecuted for any crime or been a party to any proceeding in which it was
alleged the nominee or any affiliate of the nominee violated any law or
regulation and, if so, a complete description of such prosecution or proceeding;
and any other information relating to each nominee that is required to be
disclosed in solicitations for proxies for election of Directors pursuant to
Section 14(a) of the Securities Exchange Act of 1934, as amended. The
corporation may require any proposed nominee to furnish such additional
information as may reasonably be required to determine the eligibility of such
proposed nominee. In order to be considered valid the Nomination Notice must be
accompanied by the written consent of each nominee to be nominated and a
statement of each nominee's intention to serve as a director if elected.
(c) No person shall be eligible for election as a director unless
nominated in accordance with the procedures set forth in this Section 4. The
presiding officer at the stockholders' meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure and, if the presiding officer should so
determine, the presiding officer shall so declare to the meeting and the
defective nomination shall be disregarded.
5. ANNUAL MEETING. The first meeting of each newly elected Board of Directors
shall be known as the annual meeting thereof.
6. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held
quarterly, on the first Wednesday in February, May, August and November of each
year, at such time and place as designated in the notice of the meeting.
7. SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at
any place at any time when called by the Chairman of the Board of Directors or
the President, or when called by the Secretary or an Assistant Secretary on
request of three directors, or when called by any director during a national
emergency of the kind that would make emergency bylaws operative for domestic
insurers under the provisions of Sections 48.07.160 through 48.07.200 of the
Revised Code of Washington.
8. NOTICE OF MEETINGS. (a) Notice of the time and place of meetings of the Board
of Directors and of meetings of committees of the Board of Directors shall be
given by the secretary to the Board of Directors, or by the person calling the
meeting, in writing or orally at least two days prior to the day upon which the
meeting is to be held. Notice may be given by mail, private carrier, personal
delivery, telegraph or teletype, telephone, electronic transmission or by wire
or wireless equipment which transmits a facsimile of the notice.
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(b) A director may waive notice of any meeting of the Board of Directors
or any committee of the Board of Directors in writing before or after the date
and time of the meeting and such waiver shall be deemed the equivalent of giving
notice of the meeting. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors or any committee of
the Board of Directors need be specified in the waiver of notice of such
meeting.
(c) A director's attendance at or participation in a Board of Directors
or committee meeting shall constitute a waiver of notice of such meeting, unless
the director at the beginning of the meeting, or promptly upon the director's
arrival at the meeting, objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to action taken at the
meeting.
9. QUORUM. A majority of the total number of Directors fixed by or in the manner
provided in these Bylaws or, if vacancies exist on the Board of Directors, a
majority of the total number of Directors then serving on the Board of Directors
shall constitute a quorum for the transaction of business at any Board of
Directors' meeting; provided, however, that a quorum may not be less than
one-third of the total number of Directors fixed by or in the manner provided by
these Bylaws. When a quorum is present, a majority of the directors in
attendance at a meeting shall be sufficient to transact business and to adjourn
the meeting from time-to-time without further notice.
10. CHAIRMAN OF THE BOARD OF DIRECTORS. The Directors shall appoint one member
of the Board of Directors to serve as Chairman of the Board of Directors. The
Chairman of the Board of Directors shall preside at all meetings of the
stockholders and Directors and shall have such other duties and responsibilities
as the Board of Directors may assign from time-to-time.
ARTICLE III
EXECUTIVE COMMITTEE
1. MEMBERSHIP. The Executive Committee shall consist of no fewer than three
members and shall include (i) the lead director of the Board of Directors, (ii)
the chairs of each of the Audit, Compensation, Finance and Nominating
Committees, and (iii) any other director of the corporation appointed by the
Board of Directors. The lead director shall be the chair of the Executive
Committee, unless the Board of Directors designates some other member of the
Executive Committee as chair.
2. POWERS AND DUTIES. (a) Other than those powers specifically denied to a
committee of a Board of Directors under Washington law, the Executive Committee
may exercise all the powers of the Board of Directors in the management of the
business of the
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corporation when the Board of Directors is not in session. All such actions of
the Executive Committee shall be reported to the Board of Directors at its
meeting next succeeding such action and shall be subject to revision or
alteration by the Board of Directors; provided, that no rights of third parties
shall be affected by any such revision or alteration.
(b) The Executive Committee shall determine the corporation's policy
regarding charitable contributions and shall review and make recommendations to
the Board of Directors as appropriate on fundamental matters, including election
of Directors, succession planning, appointment of officers of the corporation
and its principal subsidiaries, capital allocation among the corporation's
operations, issuance and repurchase or redemption of securities, dividends to
shareholders, formation of subsidiaries, and material acquisitions or
dispositions of subsidiaries or assets.
3. RULES OF PROCEDURE. The Executive Committee shall fix its own rules of
procedure and shall meet where and as provided by such rules or by resolution of
the Board of Directors. Special meetings of the Executive Committee may be
called at any time by the chair of the Executive Committee or any two members.
At all meetings of the Executive Committee, the presence of a majority of the
members shall be necessary to constitute a quorum, and the affirmative vote of a
majority of the quorum shall be necessary and sufficient to transact business.
ARTICLE IV
FINANCE COMMITTEE
1. MEMBERSHIP. The Finance Committee shall consist of no fewer than five members
appointed by the Board of Directors, one of whom shall be designated as its
chair by the Board of Directors. Each member of the Finance Committee shall
continue as a member at the pleasure of the Board of Directors.
2. POWERS AND DUTIES. The Finance Committee shall have general supervision of
the finances and investments of the corporation. It shall designate or approve
the designation of depositories for the funds of the corporation and shall have
authority over all matters related to bank and custodial accounts; it shall have
authority to buy and sell securities and to make loans of such character as is
permitted by law; and it may direct any action necessary to collect amounts due
the corporation. All actions of the Finance Committee shall be recorded in
minutes of its meetings and reported to the Board of Directors. Such actions
shall be subject to revision or alteration by the Board of Directors; provided,
that no rights of third parties shall be affected by any such revision or
alteration.
3. RULES OF PROCEDURE. The Finance Committee shall fix its own rules of
procedure and shall meet where and as provided by such rules or by resolution of
the Board of Directors. Special meetings of the Committee may be called at any
time by the chair of the Finance
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Committee or by any two members. At all meetings, the presence of a majority of
the members shall be necessary to constitute a quorum, and the affirmative vote
of a majority of the quorum shall be necessary and sufficient to transact
business.
ARTICLE V
AUDIT COMMITTEE
1. MEMBERSHIP. The Audit Committee shall consist of no fewer than three members
who meet the qualifications described in the Audit Committee Charter and who are
appointed by the Board of Directors. The Board of Directors shall designate one
member of the Audit Committee as its chair. Each member of the Audit Committee
shall continue as a member at the pleasure of the Board of Directors.
2. CHARTER. The Audit Committee shall be governed under an Audit Committee
Charter which shall be adopted by the Board of Directors.
3. RULES OF PROCEDURE. The Audit Committee shall, consistent with its Charter,
fix its own rules of procedure and meet where and as provided by its Charter,
its rules of procedure or the Board of Directors. Special meetings of the Audit
Committee may be called at any time by the chair of the Audit Committee or by
any two members. At all meetings the presence of a majority of the members shall
be necessary to constitute a quorum, and the affirmative vote of a majority of
the quorum shall be necessary and sufficient to transact business.
ARTICLE VI
NOMINATING COMMITTEE
1. MEMBERSHIP. The Nominating Committee shall consist of no fewer than three
members appointed by the Board of Directors, not more than one of whom shall be
an employee of the corporation or any of its subsidiaries. The Board of
Directors shall designate one member of the Nominating Committee as its chair.
Each member of the Nominating Committee shall continue as a member at the
pleasure of the Board of Directors.
2. POWERS AND DUTIES. (a) The Nominating Committee shall:
(1) Review qualifications of candidates for Board of Directors
membership from whatever source received;
(2) Recommend to the Executive Committee the slate of director
candidates to be proposed for election by stockholders at the
annual meeting;
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(3) Recommend to the Executive Committee candidates to fill director
vacancies which occur between annual meetings of stockholders;
(4) Recommend to the Board of Directors criteria regarding personal
qualifications for nomination as director, including experience,
skills, affiliations and characteristics;
(5) Recommend to the Board of Directors criteria regarding the
composition of the Board of Directors, including total size and
number of employee-directors;
(6) Recommend to the Board of Directors criteria relating to tenure
as a director, including retirement age and continuation of a
director in an honorary or similar capacity; and
(7) Recommend to the Board of Directors the fees to be paid to
directors, including retainer, meeting and committee meeting
fees, and any additional fees to be paid to a director for
particular service, e.g., to the chairman of the Board of
Directors or chair of any committee. The Committee shall not
recommend that any such fees be paid to any director who is also
an employee of the corporation or its subsidiaries.
(b) All actions of the Nominating Committee shall be recorded in minutes
of its meetings and reported to the Board of Directors.
3. RULES OF PROCEDURE. The Nominating Committee shall fix its own rules of
procedure and shall meet where and as provided by such rules or by resolution of
the Board of Directors. Special meetings of the Nominating Committee may be
called at any time by the chair of the Nominating Committee or by any two
members. At all meetings, the presence of a majority of the members shall be
necessary to constitute a quorum, and the affirmative vote of a majority of the
quorum shall be necessary and sufficient to transact business.
ARTICLE VII
COMPENSATION COMMITTEE
1. MEMBERSHIP. The Compensation Committee shall consist of no fewer than three
members appointed by the Board of Directors, none of whom shall be an employee
of the corporation or any of its subsidiaries. The Board of Directors shall
designate one member of the Compensation Committee as its chair. Each member of
the Compensation Committee shall continue as a member at the pleasure of the
Board of Directors.
2. POWERS AND DUTIES. (a) The Compensation Committee shall:
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(1) Review and approve in advance salary increases for officers of
the corporation and employees of its subsidiaries where the
proposed salary exceeds an amount set from time-to-time by the
Board of Directors;
(2) Report to the Board of Directors remuneration information
concerning the chief executive officer and through the chief
executive officer make such information as to any employee
available to any director upon request;
(3) Review and recommend to the Board of Directors any additional
employee benefit program of a substantial nature and material
changes to existing programs;
(4) Review and approve changes required by law to be made to
existing employee benefit programs and non-material changes to
existing programs; and
(5) Administer the corporation's stock option program.
(b) All actions of the Compensation Committee shall be recorded in
minutes of its meetings and reported to the Board of Directors.
3. RULES OF PROCEDURE. The Compensation Committee shall fix its own rules of
procedure and shall meet where and as provided by such rules or by resolution of
the Board of Directors. Special meetings of the Compensation Committee may be
called at any time by the chair of the Compensation Committee or by any two
members. At all meetings, the presence of a majority of the members shall be
necessary to constitute a quorum, and the affirmative vote of a majority of the
quorum shall be necessary and sufficient to transact business.
ARTICLE VIII
OTHER COMMITTEES
The Board of Directors shall have authority to establish by resolution such
other committees as the Board of Directors may from time to time deem necessary
or advisable. The membership, duties and authority of such committees shall be
as the Board of Directors may from time to time establish.
ARTICLE IX
OFFICERS
1. OFFICERS ENUMERATED - APPOINTMENT. The officers of the corporation shall be a
President, one or more Vice Presidents, one or more Assistant Vice Presidents, a
Secretary, one or more Assistant Secretaries, a Treasurer, and one or more
Assistant Treasurers, all of
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whom shall be appointed by the Board of Directors at the annual meeting thereof,
to hold office for the term of one year and until their successors are appointed
and qualified.
2. QUALIFICATIONS. None of the officers of the corporation need be a director.
Any two or more corporate offices may be combined in one person.
3. PRESIDENT. The President shall be the chief executive officer of the
corporation and shall have general charge, supervision and control over the
business and affairs of the corporation and of its subsidiaries, subject to the
ultimate authority of the Board of Directors. In the absence of the Chairman of
the Board of Directors the President shall act in the place of the Chairman of
the Board of Directors with the authority to exercise all of the Chairman's
powers and perform the Chairman's duties.
4. VICE PRESIDENTS. In the absence or disability of the President, one of the
Vice Presidents, in the order determined by seniority of responsibility and then
order of their appointment, shall act as President until such time as the Board
of Directors acts to appoint an individual to the office of President. One or
more of the vice presidents may be designated by the Board of Directors as
executive vice president, senior vice president or such other title as the Board
of Directors deems appropriate for the position and duties.
6. SECRETARY. The Secretary shall be the custodian of the records, books of
account, and seal of the corporation, and, in general, shall perform all duties
usually incident to the office of Secretary, and make such reports and perform
such other duties as may from time to time be requested of or assigned by the
Board of Directors, the Executive Committee or the chief executive officer of
the corporation.
7. ASSISTANT SECRETARIES. The Assistant Secretaries shall perform such duties as
may be assigned to them by the Secretary of the corporation, the Board of
Directors, the Executive Committee, or the chief executive officer of the
corporation.
8. TREASURER. The Treasurer shall have charge and custody of and be responsible
for all funds and securities of the corporation. The Treasurer shall deposit all
such funds in the name of the corporation in such depositories or invest them in
such investments as may be designated or approved by the Finance Committee or
the Board of Directors, and shall authorize disbursement of the funds of the
corporation in payment of just demands against the corporation, or as may be
ordered by the Board of Directors, the Executive Committee, or the Finance
Committee on securing proper vouchers for such disbursements. The Treasurer
shall render to the Board of Directors from time to time as may be required an
account of all transactions as Treasurer, and shall perform such other duties as
may from time to time be assigned by the Board of Directors, the Executive
Committee, the Finance Committee, or the chief executive officer of the
corporation.
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9. ASSISTANT TREASURERS. The Assistant Treasurers shall perform such duties as
may be assigned to them by the Treasurer, the Board of Directors, the Executive
Committee, or the chief executive officer of the corporation.
10. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other
officers and agents as it shall deem necessary to exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.
11. REMOVAL. Any officer of the corporation may be removed by the affirmative
vote of a majority of the whole Board of Directors; such removal, however, shall
be without prejudice to the contract rights of the person so removed.
ARTICLE X
CORPORATION PROXIES
Unless otherwise ordered by the Board of Directors, any and all shares of stock
owned or held by the corporation in any other corporation shall be represented
and voted at any meeting of the stockholders of such other corporation by any
one of the following officers of the corporation in the following order who may
attend such meeting; i.e., the President, a Vice President, or the Treasurer,
and such representation by any one of the officers above named shall be deemed
and considered a representation in person by the corporation at such meeting.
Any one of the officers above named may execute a proxy appointing any other
person as attorney and proxy to represent the corporation at such stockholders'
meeting and to vote all stock of such corporation owned or held by the
corporation with all power and authority in the premises that any of the
officers above named would possess if personally present. The Board of Directors
by resolution may from time to time confer like powers upon any other person or
persons.
ARTICLE XI
STOCK
1. CERTIFICATES OF STOCK. Certificates of stock of the corporation shall be
issued in such form in accordance with the corporation law of the State of
Washington as may be approved by the Board of Directors, and may be signed by
the chief executive officer or any Vice President, and by the Secretary or any
Assistant Secretary.
2. TRANSFERS. Shares of stock may be transferred by delivery of the certificates
therefor accompanied either by an assignment in writing on the back of the
certificate or by a written power of attorney to sell, assign and transfer the
same by the record holder of the certificate. No transfer shall be valid except
as between the parties thereto until such transfer shall have been made on the
books of the corporation. Except as specifically provided in these Bylaws, no
shares
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of stock shall be transferred on the books of the corporation until the
outstanding certificate therefor has been surrendered to the corporation.
3. STOCKHOLDERS OF RECORD. The corporation shall be entitled to treat the holder
of record on the books of the corporation of any share or shares of stock as the
holder in fact thereof for all purposes, including the payment of dividends on
such stock and the right to vote such stock.
4. LOSS OR DESTRUCTION OF CERTIFICATES. In the case of loss or destruction of
any certificate of stock, another may be issued in its place upon proof of such
loss or destruction, and upon the giving of a satisfactory bond or indemnity to
the corporation. A new certificate may be issued without requiring any bond when
in the judgment of the Treasurer it is proper to do so.
5. The Board of Directors shall have the power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
conversion and registration of certificates for shares of the stock of the
corporation not inconsistent with these Bylaws, the Articles of Incorporation,
or the laws of the State of Washington.
ARTICLE XII
INDEMNIFICATION
1. DIRECTORS. (a) Each person who was or is a party to any proceeding (whether
brought by or in the right of the corporation or otherwise) by reason of the
fact that he or she is or was a director of the corporation, or, while a
director of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan (an "Indemnitee"), whether the basis of a proceeding is an
alleged action in an official capacity as such a director, officer, partner,
trustee, employee, or agent or in any other capacity while serving as such a
director, officer, partner, trustee, employee, or agent, shall be indemnified
and held harmless by the corporation against all judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the Indemnitee in
connection with such proceeding. Except as provided in paragraph (d) of this
Section 1 with respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any Indemnitee only if the
proceeding (or part thereof) was authorized or ratified by the Board of
Directors.
(b) No indemnification shall be provided to any Indemnitee for acts or
omissions of the Indemnitee finally adjudged to be intentional misconduct or a
knowing violation of law, for conduct of the Indemnitee finally adjudged to be
in violation of Section 23B.08.310 of the Washington Business Corporation Act,
for any transaction with respect to which it was finally adjudged that such
Indemnitee personally received a benefit in money, property or services to which
the Indemnitee was not legally entitled or if the corporation is otherwise
prohibited by
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applicable law from paying such indemnification, except that if Section
23B.08.560 or any successor provision is hereafter amended, the restrictions on
indemnification set forth in this paragraph (b) shall be as set forth in such
amended statutory provision.
(c) The right to indemnification conferred under this Article XII shall
include the right to be paid by the corporation the expenses incurred in
defending any proceeding in advance of its final disposition. An advancement of
expenses shall be made upon delivery to the corporation of an undertaking, by or
on behalf of an Indemnitee, to repay all amounts so advanced if it is ultimately
determined by final judicial decision from which there is no right to appeal
that such Indemnitee is not entitled to be indemnified for such expenses under
this Article XII.
(d) If a claim under this Section 1 is not paid in full by the
corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the Indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. An Indemnitee shall be presumed
to be entitled to indemnification under this Article XII upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, where the required undertaking has been tendered to the
corporation), and the corporation shall have the burden of proof to overcome the
presumption that the Indemnitee is so entitled.
2. OFFICERS. The corporation shall extend rights to indemnification and
advancement of expenses in the same manner and to the same extent provided to
directors under Section 1 of this Article to any person, not a director of the
corporation, who is or was an officer of the corporation or is or was serving at
the request of the corporation as a director, officer, partner, trustee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, other enterprise, or employee benefit plan .
3. OTHER EMPLOYEES AND AGENTS. The corporation may, by action of the Board of
Directors, grant rights to indemnification and advancement of expenses to
employees and agents or any class or group of employees and agents of the
corporation (i) with the same scope and effect as the provisions of this Article
with respect to the indemnification and advancement of expenses of directors;
(ii) pursuant to rights provided by the Washington Business Corporation Act; or
(iii) as are otherwise consistent with law.
4. DEFINITIONS. For purposes of this Article XII, the terms "director,"
"corporation," "expenses," "party" and "proceeding" have those meanings assigned
to them in Section 23B.08.500 of the Washington Business Corporation Act.
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January 26, 2001
Page 14
5. SERVICE AT THE REQUEST OF THE CORPORATION. Any person who, while a director,
officer or employee of the corporation, is or was serving (a) as a director or
officer of another corporation of which a majority of the shares entitled to
vote is held by the corporation or (b) as a partner, trustee or otherwise in a
management capacity in a partnership, joint venture, trust or other enterprise
of which the corporation or a wholly-owned subsidiary of the corporation is a
general partner or has a majority ownership shall be deemed to be so serving at
the request of the corporation.
6. PROCEDURES EXCLUSIVE. Pursuant to Section 23B.08.560(2) or any successor
provision of the Washington Business Corporation Act, the procedures for
indemnification and advancement of expenses set forth in this Article are in
lieu of the procedures required by Section 23B.08.550 or any successor provision
of the Washington Business Corporation Act.
7. NOT EXCLUSIVE -- CONTINUING. The indemnification provided by this Article
shall not be deemed exclusive of other rights to which the director, officer,
employee or agent may be entitled as a matter of law or by contract, and shall
continue as to a person who has ceased to be a director, officer, partner,
trustee, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
8. INSURANCE. The corporation may maintain insurance at its expense to protect
itself and any director, officer, partner, trustee, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Washington Business Corporation Act.
ARTICLE XIII
SEAL
The seal of this corporation shall consist of a flat-faced, circular die which
shall include: "SAFECO CORPORATION," "Corporate Seal, 1929" and the
corporation's logo design.
ARTICLE XIV
COPIES OF RESOLUTIONS
Any person dealing with the corporation may rely upon a copy of any of the
records of the proceedings, resolutions, or votes of the stockholders, the Board
of Directors, and any committees of or established by the Board of Directors,
when certified by the chief executive officer, a Vice President, Secretary, or
an Assistant Secretary.
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January 26, 2001
Page 15
ARTICLE XV
AMENDMENT OF BYLAWS
1. BY THE STOCKHOLDERS. These Bylaws may be amended, altered or repealed at any
meeting of the stockholders, if notice of the proposed alteration or amendment
is contained in the notice of the meeting.
2. BY THE BOARD OF DIRECTORS. These Bylaws may be amended, altered or repealed
by the affirmative vote of a majority of the Board of Directors at any regular
meeting of the Board of Directors, or at any special meeting if notice of the
proposed alteration or amendment is contained in the notice of such special
meeting; provided, however, that the Board of Directors shall not amend, alter
or repeal any Bylaw in such a manner as to affect in any way the qualification,
classification, or term of office of the directors. Any action of the Board of
Directors with respect to the amendment, alteration or repeal of these Bylaws is
hereby made expressly subject to change or repeal by the stockholders.