BYLAWS
OF
GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
(As Amended and Restated January 1, 2006)
ARTICLE I
SHAREHOLDERS
1. Annual Meeting. A meeting of the shareholders of the Company shall be
held annually on such date as may from time to time be determined by the
Board of Directors for the purpose of electing directors and for the
transaction of such other business as may be brought before the meeting
or at such time or place within or without the Commonwealth of Virginia
as shall be designated by the Board of Directors. The annual meeting
shall be held within fifteen months of the last annual meeting.
2. Notice of Annual Meeting. Notice of the annual meeting of the
shareholders, shall be given at least ten days, but no more than sixty
days before the day on which the meeting is to be held. It shall be
given to each shareholder of record of the Company by written or printed
notice either personally or by first class mail, except as otherwise
required by statute. Publication of any such notice shall not be
required. Every such notice shall state the time and place of the
meeting. At any such meeting, action may be taken upon any subject which
is not by statute required to be stated in the notice of the meeting.
Every shareholder of the Company shall furnish to its Secretary, from
time to time, the post office address to which notice of all meetings of
shareholders may be mailed. If any shareholders fail to or decline to
furnish a post office address to the Secretary, it shall not be
necessary to give notice to any such shareholder of any meeting of the
shareholders, or any other notice whatsoever. Notice of any meeting of
the shareholders shall not be required to be given to any shareholder
who shall attend such meeting in person or by proxy; and if any
shareholder shall in person or by attorney thereunto authorized, in
writing or by telegram, waive notice of any meeting, notice thereof need
not be given to him. A shareholder may waive notice by delivering a
written executed document regarding that fact to the Secretary of the
Company. Notice of any adjourned meeting of the shareholders shall not
be required to be given if reconvened within one hundred twenty days of
adjournment.
3. Special Meetings. Except as otherwise provided by statute, special
meetings of the shareholders shall be held whenever called by the
Chairperson, the President or his designee, the Board of Directors, or
on the call of shareholders holding together at least twenty percent of
the capital stock, such call in any case is to be in writing and
addressed to the Secretary.
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4. Notice of Special Meetings. Notice of special meetings of the
shareholders shall be given at least ten days but not more than sixty
days before the day on which the meeting is to be held. Only business
within the purpose or purposes described in the meeting notice pursuant
to statute may be conducted.
5. Quorum. At any meeting of the shareholders the holders of a majority of
all the shares of capital stock of the Company, present in person or
represented by proxy, shall constitute a quorum of the shareholders for
all purposes.
If the holders of the amount of stock necessary to constitute a quorum
fail to attend in person or by proxy an annual meeting or a special
meeting, a majority in interest of the shareholders present in person or
by proxy may adjourn, from time to time, without notice other than by
announcement at the meeting, until holders of the amount of stock
requisite to constitute a quorum shall attend in person or by proxy. At
any adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as
originally notified.
6. Organization. The Chairperson, or in the absence of the Chairperson, the
President or his designee, shall call all meetings of the shareholders
to order and act as Chairperson of such meetings. The Chairperson, or
the President or his designee so presiding may yield to any person of
his selection present at the meeting for such portion or portions of the
meeting as he may desire. The Secretary of the Company, or, in his
absence, an Assistant Secretary, shall act as such.
7. Order of Business. The order of business at shareholder meetings shall
be as determined by the Chairperson.
8. Voting. At each meeting of the shareholders, every holder of stock then
entitled to vote may vote in person or by proxy, and shall have one vote
for each share of stock registered in his name.
9. Proxies. Every proxy must be dated and signed by the shareholder or by
his attorney-in-fact. No proxy shall be valid after the expiration of
eleven months from the date of its execution, unless otherwise provided
therein. Every proxy shall be revocable at the will of the shareholder
executing it, except where an irrevocable proxy is permitted by statute.
10. Action by Unanimous Consent. Any action taken by written consent shall
be effective according to its terms when the requisite consent is in the
possession of the Company. A shareholder may withdraw the consent only
by delivering a written notice of withdrawal to the Company prior to the
time that the requisite consent is in the possession of the Company.
Action taken under the consent is effective as of the date specified
provided the consent states the date of execution by each shareholder.
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ARTICLE II
DIRECTORS
1. Number, Qualification, Powers and Election of Directors. The business
and property of the Company shall be managed by the Board of Directors,
and except as otherwise expressly provided by statute or by these
Bylaws, all of the powers of the Company shall be vested in said Board.
The number of directors shall not be less than one. Directors need not
be residents of the state of incorporation or shareholders of the
Company. At each annual meeting of shareholders, the shareholders
entitled to vote shall elect the directors. Each director shall hold
office until the next annual shareholders meeting, or until a successor
shall have been duly qualified and elected, unless otherwise provided in
the Bylaws.
2. Vacancies. Except as otherwise provided in the Articles of Incorporation
or in the following paragraph, vacancies occurring in the membership of
the Board of Directors or any committee thereof from whatever cause
arising (including vacancies occurring by reason of the removal of
directors without cause and newly created directorship resulting from
any increase in the authorized number of directors), may be filled by a
majority vote of the remaining directors, though less than a quorum, or
such vacancies may be filled by the shareholders.
3. Removal. Any one or more of the directors may be removed, either for or
without cause, at any time, by vote of the shareholders holding a
majority of the outstanding stock of the Company entitled to vote,
present in person or by proxy, at any special meeting of the
shareholders. A vacancy or vacancies occurring from such removal may be
filled at a regular or special meeting of the shareholders or at a
regular or special meeting of the Board of Directors. In the case of a
temporary disability or absence of any officer, the Board of Directors
may designate an incumbent for the time being, who during such
incumbency shall have the powers of such officer.
4. Resignations. Any director may resign at any time by giving written
notice of such resignation to either the Chairman, Board of Directors,
the Secretary or the President of the Company. Unless otherwise
specified therein, such resignation shall take effect upon receipt
thereof unless the notice specifies a later effective date. If the
resignation is made effective at a later date, the Board of Directors
may fill the pending vacancy before the effective date if the Board of
Directors provides that the successor does not take office until the
effective date.
5. Regular Meetings. Regular meetings of the Board of Directors shall be
held on such days, at such time and such place as the Board of Directors
by resolution shall form time to time determine. Unless the Articles of
Incorporation or Bylaws provide otherwise, regular meetings of the Board
of Directors may be held with or without notice of the date, time, place
or purpose of the meeting.
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6. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairperson, the President or his designee. The Secretary
shall give notice of each special meeting at least two days before the
meeting, but such notice may be waived by any director. At any special
meeting, any Company action may be taken, whether such business or
action is stated in the notice of the meeting or not unless required by
the Articles of Incorporation or these Bylaws.
7. Manifestation of Dissent. A director who is present at a meeting of the
Board of Directors at which action on any Company matter is taken shall
be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall deliver
such dissent in writing or forward such dissent by mail to the Secretary
of the Company immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of
such action.
8. Quorum. A majority of the directors at any time in office shall
constitute a quorum. Should less than a quorum be present, either in
person or by telephone, at any meeting, the meeting may be adjourned
from time to time by those present without notice, other than
announcement at the meeting, until a quorum shall be present. Except as
otherwise provided in these Bylaws, the act of a majority of the
directors present, either in person or by telephone, at any meeting at
which a quorum is present shall be the act of the Board of Directors.
The directors shall act only as a Board and the individual directors
shall have no power as such.
9. Bonding. The Board of Directors may require such officers, agents and
employees as it may designate to file satisfactory bonds for the
faithful performance of their duties. The Board may confer on the
President of the Company the power of selecting, discharging and
suspending any of the agents or employees of the Company.
10. Action by Unanimous Consent. Unless otherwise restricted by the Articles
of Incorporation or statute, any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings for the
Board or committee. Action is effective when the last director signs the
consent unless the consent specifies a different effective date. The
consent must state the date of execution of each director. Any action
taken by written consent shall be effective according to its terms when
the requisite consent is in the possession of the Company.
11. Compensation of Directors. A director who is a paid employee of the
Company, or any affiliated company, shall not receive any compensation
for his attendance at any meeting of the Board of Directors, or at any
committee meeting. A director who is not a paid employee of the Company,
or any affiliated company, shall receive such compensation for
attendance as the Board of Directors may determine.
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ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
1. The Executive Committee. The Executive Committee shall consist of three
or more directors to be designated by the Board of Directors by a
resolution passed by a majority of the whole Board of Directors, and one
of whom shall be the President and Chief Executive Officer who shall be
ex-officio Chairman of the Committee. During the intervals between the
meetings of the Board of Directors, the Executive Committee shall have
and exercise the power of the Board of Directors in the management of
the business and affairs of the Company. The Executive Committee,
however, shall not have the power to declare dividends upon the capital
stock of the Company or any other such action prohibited by the Virginia
Stock Corporation Act, section 13.1-689.
2. Other Standing Committees. An investment committee and other standing
committees may from time to time be created by the Board of Directors,
consisting of such persons as may be designated by the Board of
Directors by resolutions passed by a majority of the whole Board of
Directors, and said committees shall respectively have and exercise such
powers, not inconsistent with law or the Bylaws, as may from time to
time be stated in the resolutions with reference thereto. The President
and Chief Executive Officer may be a member of each said committee and,
except in the case of the Investment Committee if there is a chairman of
the Committee elected by the Board of Directors, and except when
otherwise provided by the Board of Directors, shall be ex-officio
Chairman thereof.
3. Regulation of Standing Committees. Each standing committee shall from
time to time determine by resolution the times and places of its regular
meetings and the manner in which special meetings shall be called, and
the notices, if any, to be given of meetings. The affirmative vote of a
majority of the whole number of members of any standing committee shall
be necessary to its taking any action. All actions of the standing
committees shall be reported to the Board of Directors at its meetings
next succeeding such actions, respectively.
4. Committees of Officers or Employees. The Board of Directors or its
Executive Committees acting on its behalf, by resolutions passed by a
majority of the whole Board of Directors, may, from time to time as may
be necessary or convenient for the conduct of the business of the
Company, appoint committees of officers or employees of the Company; and
each such committee shall have and exercise such powers, not
inconsistent with law or the Bylaws, as may from time to time be stated
in the resolution creating the committee or in a subsequent resolution
with reference thereto. Each such committee, unless otherwise restricted
by such resolution, may act with the concurrence of a majority of the
whole number of its members without the necessity of a meeting, and
shall make such reports to the Board as shall from time to time be
required by the Board of Directors.
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5. Meetings of any committee designated by the Board of Directors may be
held at any time and at any place upon call of the President, the
Chairperson of the Board or the Chairperson of any committee. Notice,
which need not state the purpose of the meeting, shall be given orally,
in writing or by telegraph not less than twenty-four hours prior to the
time of the holding of said meeting.
6. A majority of the members of a committee shall constitute a quorum for
the transaction of business and the act of a majority of the members of
a committee present at a committee meeting shall be the act of the
committee.
ARTICLE IV
OFFICERS
1. The officers of the Company shall be elected by the Board of Directors
and shall be: a Chairperson of the Board of Directors, a President, one
or more Executive Vice Presidents, one or more Senior Vice Presidents,
one or more Vice Presidents, a Secretary, and a Treasurer and any
additional officers and assistant officers of the Company as shall be
determined by the Board. Any two or more offices may be held by the same
person, except the offices of President and Secretary.
2. At its annual meeting, the Board of Directors shall elect the officers
of this Company and each such officer shall hold office until the next
annual meeting or until a successor shall have been duly qualified and
elected or until death, resignation, retirement or removal by the Board
of Directors. A vacancy in any office may be filled for the unexpired
portion of the term at any meeting of the Board of Directors.
3. Any director or officer may resign at any time. Such resignation shall
be made in writing and delivered to and filed with the Secretary, except
that a resignation of the Secretary shall be delivered to and filed with
the President. A resignation so made shall be effective upon its
delivery unless some other time be fixed in the resignation.
4. The Board of Directors may appoint and remove at will such agents and
committees as the business of the Company shall require, each of whom
shall exercise such powers and perform such duties as may from time to
time be prescribed or assigned by the President, the Board of Directors
or by other provisions of these Bylaws.
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ARTICLE V
POWERS AND DUTIES OF OFFICERS
1. The Chairperson of the Board of Directors:
(a) the Board of Directors shall have the right and power to elect a
Chairperson from among the members of the Board of Directors. If
a Chairperson of the Board of Directors is elected, he shall
preside at all meetings of the shareholder and of the Board of
Directors in place of the President of the Company, and he may
also cast his vote on all questions, except that after calling
to order a meeting of the shareholders he may yield the chair to
some other person present; and
(b) the Chairperson of the Board shall have supervision of such
matters as shall be assigned to him by the Board of Directors.
2. The President:
(a) shall be the Chief Executive Officer of the Company and shall in
general supervise and control all of the business and affairs of
the Company; and
(b) shall preside at all meetings of the shareholders and shall
preside at all meetings of the directors unless a Chairperson of
the Board of Directors is elected, in which case he shall
preside only in the absence of the Chairperson of the Board of
Directors; and
(c) shall cause to be called regular and special meetings of the
shareholders and directors in accordance with the requirements
of the statute and these Bylaws; and
(d) may sign and execute all contracts in the name of the Company,
all [policies], deeds, mortgages, bonds, contracts, notes,
drafts, or other orders for the payment of money, or other
instruments and with the Secretary or one of the Assistant
Secretaries all certificates for shares of the Company; and
(e) shall cause all books, reports, statements, and certificates to
be properly kept and filed as required by statute; and
(f) shall enforce these Bylaws and perform all the duties incident
to his office and which are required by statute, and generally
shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors
from time to time.
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3. The Executive Vice President and the Senior or other Vice Presidents:
(a) shall have and exercise such powers and discharge such duties as
may from time to time be delegated to them respectively, by the
President or by the Board of Directors; and
(b) may execute all contracts in the name of the Company, and all
certificates for shares of the Company, all policies, deeds,
mortgages, bonds, contracts, notes, drafts, or other orders for
the payment of money, or other instruments which the Board of
Directors have authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other
officer or agent of the Company, or shall be required by statute
to be otherwise signed or executed; and
(c) shall in the absence of the President or in the case of his
inability to act, the Executive Vice President, or in the
absence of the Executive Vice President or in the case of his
inability to act, the Senior or other Vice Presidents in order
of seniority shall be vested with all the powers and shall
perform all the duties of said President during his absence or
inability to act, or until his successor be duly qualified and
elected.
4. The Treasurer:
(a) shall have the care and custody of and be responsible for all
the funds and securities in the name of the Company in such
banks, trust companies or other depositories as shall be
designated by the Board of Directors; and
(b) subject to banking resolutions adopted by the Board of
Directors, shall make, sign, and endorse in the name of the
Company all checks, drafts, notes, and other orders for the
payment of money, and pay out and dispose of such under the
direction of the President or the Board of Directors; and
(c) shall keep at the principal office of the Company accurate books
of account of all its business and transactions and shall at all
reasonable hours exhibit books and accounts to any director upon
application at the office of the Company during business hours;
and
(d) shall render a report to the Chairperson, President and to the
Board of Directors whenever requested, of the financial
condition of the Company and of his transactions as Treasurer;
and
(e) shall further perform all duties incident to the office of
Treasurer of the Company.
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5. The Assistant Treasurer(s): shall have all of the powers and shall
perform the duties of the Treasurer in case of the absence of the
Treasurer or his inability to act, and have such other powers and duties
as they may from time to time be assigned or directed to perform by the
Treasurer.
6. The Secretary: shall have the care and custody of the Company stock
books and the Company seal; attend all meetings of the shareholders, the
Board of Directors and any standing committees; record all votes and the
minutes of all proceedings in books kept for that purpose; execute such
instruments on behalf of the Company as he may be authorized by the
Board of Directors or by statute to do; countersign, attest and affix
the Company seal to all certificates and instruments where such
countersigning or such sealing and attestation are necessary to the true
and proper execution thereof; see that proper notice is given of all
meetings of the shareholders of which notice is required to be given;
and have such additional powers and duties as may from time to time be
assigned or directed to perform by these Bylaws, by the Board of
Directors or the President.
7. The Assistant Secretary(ies): shall have all of the powers and shall
perform the duties of the Secretary in case of the absence of the
Secretary or his inability to act, and have such other powers and duties
as they may from time to time be assigned or directed to perform.
ARTICLE VI
CERTIFICATES FOR SHARES
1. Form and Execution of Certificates. Certificates of stock shall be in
such form as required by the Virginia Stock Corporation Act and as shall
be adopted by the Board of Directors. They shall be numbered and
registered in the order issued; shall be signed by the Chairperson (if
one be elected) or by the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed with the company seal or a facsimile
thereof. When such certificate is countersigned by a Transfer Agent or
registered by a Registrar, the signatures of any such officers may be a
facsimile.
2. Transfer. Transfer of shares shall be made only upon the books of the
Company by the registered holder in person or by attorney, duly
authorized, upon surrender of the certificate or certificates for such
shares properly assigned for transfer. Transfer of fractional shares
shall not be made upon the records or books of the Company, nor shall
certificates for fractional shares by issued by the Company.
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3. Lost or Destroyed Certificates. The holder of any certificate
representing shares of stock of the Company may notify the Company of
any loss, theft or destruction thereof, and the Board of Directors may
thereupon, in its discretion, cause a new certificate for the same
number of shares, to be issued to such holder upon satisfactory proof of
such loss, theft or destruction, and the deposit of indemnity by way of
bond or otherwise, in such form and amount and with such surety or
sureties as the Board of Directors may require, to indemnify the Company
against loss or liability by reason of the issuance of such new
certificates.
4. Record Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper purpose, the
Board of Directors of the Company may fix in advance a date as the
record date for any such determination of shareholders, such date in any
case to be not more than seventy days before the meeting or action
requiring such determination of shareholders. If not otherwise fixed,
the record date is the close of business on the day before the effective
date of notice to shareholders. A determination of shareholders entitled
to notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new
record date, which it shall do if the meeting is adjourned to a date
more than one hundred twenty days after the date fixed for the original
meeting.
ARTICLE VII
MISCELLANEOUS
1. Fiscal Year. The fiscal year of the Company shall begin on the first day
of January and end at midnight on the last day of December of each year.
2. Company Seal. The company seal shall be circular in form and inscribed
with the words:
"GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
(SEAL) COMPANY SEAL
STATE OF VIRGINIA
1871"
and which words may be changed at any time by resolution of the Board of
Directors and shall be used as authorized by these Bylaws.
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3. Dividends. The Board of Directors at any regular or special meeting may
declare dividends payable out of the surplus of the Company, subject to
the restrictions and limitations imposed by statute whenever in the
exercise of its discretion it may deem such declaration advisable. Such
dividends may be paid in cash, property, or shares of the Company.
4. Policies. Except as may be provided by statute, all policies of
insurance signed or countersigned by such officer, or by the printed or
facsimile signature of such officer, as these Bylaws may prescribe, or
the Board of Directors or the Executive Committee may empower, shall be
obligatory on the Company and have the same effect as if attested by the
company seal.
5. Examination of Accounts. At the close of each fiscal year the books,
accounts and assets of the Company shall be examined by a certified
public accountant, or accountants, selected by the Board of Directors,
the Executive Committee, the Chairperson, the Chief Executive Officer or
the President; but the Board in its discretion may dispense with such
examination.
6. Amendments. These Bylaws may be altered or amended by the shareholders
at any annual or special meeting. They may also be altered or amended by
the Board of Directors at any meeting by a vote of the majority of the
whole Board. Any By-law adopted by the Board shall be subject to
alteration, amendment or repeal at any time by the shareholders at any
annual or special meeting.
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