AMENDED AND RESTATED BY-LAWS OF METROPOLITAN TOWER LIFE INSURANCE
COMPANY, DATED JUNE 30, 2004
ARTICLE I
SHAREHOLDERS
Section 1.1 Annual Meetings. The annual meeting of the shareholders of the
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corporation for the election of directors and for the transaction of such other
business as properly may come before such meeting shall be held either within or
without the corporation's state of incorporation on such date and at such time
as may be fixed from time to time by resolution of the Board of Directors of the
corporation and set forth in the notice or waiver of notice of the meeting.
Section 1.2 Special Meetings. Special meetings of the shareholders may be
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called at any time by the President or by the Board. A special meeting shall be
called by the President, or by the Secretary, immediately upon receipt of a
written request therefor by shareholders holding in the aggregate not less than
a majority of the outstanding shares of the corporation at the time entitled to
vote at any meeting of the shareholders, which request shall state the purpose
or purposes of such meeting. If such officers shall fail to call such meeting
within 20 days after receipt of such request, any shareholder executing such
request may call such meeting. Such special meetings of the shareholders shall
be held at such places, within or without the corporation's state of
incorporation, as shall be specified in the respective notices or waivers of
notice thereof.
Section 1.3 Notice of Meetings. The Secretary shall cause written notice of
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the place, date and hour of each meeting of the shareholders, and, in the case
of a special meeting, the purpose or purposes for which such meeting is called
and by or at whose direction such notice is being issued, to be given by any
form of personal, telephonic, first class or electronic mail, or by facsimile
transmission, not fewer than ten nor more than sixty days before the date of the
meeting.
No notice of any meeting of shareholders need be given to any shareholder
who submits a signed waiver of notice, in person or by proxy, whether before or
after the meeting. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the shareholders need be specified in a
written waiver of notice. The attendance of any shareholder, in person or by
proxy, at a meeting of shareholders shall constitute a waiver of notice of such
meeting, except when the shareholder attends a meeting for the express purpose
of objecting, prior to the conclusion of the meeting, to the
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transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 1.4 Quorum. Except as otherwise required by law or by the
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Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the votes of shares entitled to vote at any meeting
of shareholders shall constitute a quorum for the transaction of business at
such meeting.
Section 1.5 Voting. Every holder of record of shares entitled to vote at a
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meeting of shareholders shall be entitled to one vote for each share standing in
such shareholder's name on the books of the corporation on the record date set
therefor. Except as otherwise required by law or by the Certificate of
Incorporation or by Section 1.7 hereof (regarding the election of directors),
any corporate action shall be authorized by a majority of the votes cast in
favor of or against such action by the holder of record of shares represented at
any meeting at which a quorum is present. An abstention shall not constitute a
vote cast.
Section 1.6 Proxies. Every shareholder entitled to vote at any meeting of
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the shareholders or to express consent to or dissent from corporate action
without a meeting may, in any legally valid manner, authorize another person or
persons to vote at any such meeting and express such consent or dissent for such
shareholder by proxy.
Section 1.7 Election and Term of Directors. The directors shall be elected
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at each annual meeting of the shareholders to hold office until the next annual
meeting of shareholders. Each director shall hold office until the expiration of
the term for which he or she is elected and until such director's successor has
been duly elected and qualified, or until his or her earlier death, resignation
or removal. At each annual meeting of the shareholders of the corporation, at
which a quorum is present, the directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in such election.
Section 1.8 Organization; Procedure. The Board shall determine who from
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among the directors shall preside at the meeting of shareholders. Such presiding
officer may determine the order of business and all other matters of procedure
at every meeting of shareholders. The Secretary, or in the event of the
Secretary's absence or disability, an appointee of the presiding officer, shall
act as Secretary of the meeting.
Section 1.9 Consent of Shareholders in Lieu of Meeting. Whenever the vote
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of shareholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action, by law, by the Certificate of
Incorporation or by these By-Laws, the meeting and vote of shareholders may be
dispensed with, if all of the shareholders who would have been entitled to vote
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upon the action if such meeting were held shall consent in writing to such
corporate action being taken.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Regular Board Meetings. Regular meetings of the Board for the
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transaction of any business shall be held at such times and places, either
within or without the corporation's state of incorporation, as may be fixed from
time to time by resolution of the Board; provided, however, that at least one
regular meeting of the Board shall be held in each calendar year. One regular
meeting of the Board in each calendar year shall be designated as the Annual
Organization Meeting.
Section 2.2 Special Board Meetings, Waiver of Notice. Special meetings of
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the Board shall be held whenever called by the President or by a majority of the
directors. Notice of special meetings shall be mailed to each director at such
director's usual place of business, or shall be sent to such director by any
form of telephonic, facsimile or electronic communication, not later than the
second day preceding the day on which such meeting is to be held. Notice of any
meeting of the Board need not, however, be given to any director who submits a
signed waiver of notice, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice. Every such notice shall state the time, place and purpose of the
meeting.
Section 2.3 Participation by Telephone. Any one or more members of the
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Board or any committee thereof may participate in any meeting of the Board by
means of conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting of
the Board for quorum and voting purposes.
Section 2.4 Action Without a Meeting. Any action that is required or
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permitted to be taken by the Board may be taken without a meeting if all members
of the Board consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
Board shall be filed with the minutes of the proceedings of the Board.
Section 2.5 Number, Quorum and Adjournments. The Board shall consist of not
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less than three directors (except for vacancies temporarily unfilled), the
authorized number of which shall be determined by the Board by resolution
adopted by a majority of the authorized number of directors immediately prior to
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any such determination. The authorized number of directors of the corporation
may be increased or decreased at any time by a vote of the majority of the
authorized number of directors holding office immediately prior to such vote.
The number of directors that shall constitute a quorum shall be not less than
one-third of the Board. Except as otherwise provided by law or these By-Laws,
the vote of a majority of the directors present at the time of the vote, if a
quorum is present at such time, shall be the act of the Board. A majority of the
directors present, whether or not a quorum shall be present, may adjourn any
meeting. Notice of the time and place of an adjourned meeting of the Board shall
be given if and as determined by a majority of the directors present at the time
of the adjournment.
Section 2.6 Presiding Officer. The President shall act as the presiding
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officer at all meetings of the Board.
Section 2.7 Board Vacancies. Any vacancy in the Board, including any
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vacancy resulting from any increase in the authorized number of directors, shall
be filled by a vote of the Board. Any directors so appointed shall serve until
the next annual meeting of shareholders of the corporation and until such
director's successor shall have been elected and qualified; provided, however,
that if the number of directors then in office is less than a quorum, any
vacancy may be filled by a vote of a majority of directors then in office.
ARTICLE III
BOARD COMMITTEES
Section 3.1 Standing Committees. There shall be no standing committees of
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the Board, unless required by law or regulation to which the corporation is
subject.
Section 3.2 Special Committees. The Board may, by resolution adopted by a
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majority of the then authorized number of directors, designate special
committees, each such committee consisting of two or more directors of the
corporation, which committee, except as otherwise prescribed by law or by
Section 3.3 of these By-Laws, shall have and may exercise the authority of the
Board to the extent provided in the resolutions designating such committees.
Section 3.3 Limitations of the Authority of Committees. Notwithstanding any
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other provision of these By-Laws, no committee shall have authority as to the
following matters:
(1) the filling of vacancies in the Board or in any committee; or
(2) the amendment of repeal of these By-Laws or adoption of new by-laws.
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Section 3.4 Committee Minutes. Committees, if any, shall keep regular
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minutes of their meetings and report the same to the Board of Directors when
required.
ARTICLE IV
OFFICERS
Section 4.1 Officers. The Board may elect or appoint a President, one or
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more Vice-Presidents, a Secretary, a Treasurer and such other officers as it may
deem appropriate. Officers shall have such powers and perform such duties as may
be authorized by these By-Laws or by or pursuant to authorization of the Board
and shall have such additional powers and perform the duties usually incident to
such office. Insofar as permitted by law, any two offices may be held by the
same person.
Section 4.2 Election of Officers. The officers of the corporation shall be
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elected by the Board of directors at the Annual Organization Meeting of the
Board.
Section 4.3 Term. The officers of the corporation shall hold office until
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their successors are chosen and qualify.
ARTICLE V
EXECUTION OF PAPERS
Section 5.1 Instruments. Any officer, or any employee or agent designated
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for the purpose by the President, or a designee of the President, shall have
power to execute all instruments in writing necessary or desirable for the
corporation to execute in the transaction and management of its business and
affairs (including, without limitation, contracts and agreements, transfers of
bonds, stocks, notes and other securities, proxies, powers of attorney, deeds,
leases, releases, satisfactions and instruments entitled to be recorded in any
jurisdiction, but excluding, to the extent otherwise provided for in these
By-Laws, authorizations for the disposition of the funds of the corporation
deposited in its name and policies, contracts, agreements, amendments and
endorsements of, for or in connection with insurance or annuities) and to affix
the corporate seal.
Section 5.2 Disposition of Funds. All funds of the corporation deposited in
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its name shall be subject to disposition by check or other means, in such manner
as the Board of Directors may determine.
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Section 5.3 Facsimile Signatures All instruments necessary or desirable for
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the corporation to execute in the transaction and management of its business and
affairs, including those set forth in Section 5.2 of these By-Laws, may be
executed by use of or bear facsimile signatures as and to the extent authorized
by the Board or a committee thereof or the president. If any officer or employee
whose facsimile signature has been placed upon any form of instrument shall have
ceased to be such officer or employee before an instrument in such form is
issued, such instrument may be issued with the same effect as if such person had
been such officer or employee at the time of its issue.
ARTICLE VI
CAPITAL STOCK
Section 6.1 Certificates of Shares. Unless otherwise required by law, all
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shares of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance of uncertificated shares, the corporation shall send to
the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates.
Section 6.2 Transfers of Stock; Registered Shareholders. Shares of stock of
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the corporation shall be transferable only upon the books of the corporation
kept for such purpose. Within a reasonable time after the transfer of
uncertificated shares, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates.
The Board, subject to these By-Laws, may make such rules, regulations and
conditions as it may deem expedient concerning the subscription for, issue,
transfer and registration of, shares of stock. Except as otherwise provided by
law, the corporation, prior to due presentment for registration of transfer, may
treat the registered owner of shares as the person exclusively entitled to vote,
to receive notifications, and otherwise to exercise all the rights and powers of
an owner.
Section 6.2 Record Date. For the purpose of determining the shareholders
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entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal or
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action.
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Section 6.5 Dividends. Subject to any applicable provisions of law and the
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Certificate of Incorporation, dividends or other distributions upon the
outstanding shares of the corporation may be declared by the Board at any
regular or special meeting of the Board, and any such dividend or distribution
may be paid in cash, property, bonds or shares of the corporation, including the
bonds or shares of other corporations, except as limited by applicable law.
ARTICLE VII
GENERAL
Section 7.1 Indemnification of Directors and Officers. To the full extent
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permitted by the laws of the corporation's state of incorporation, the
corporation shall indemnify any person made or threatened to be made a party to
any action or proceeding, whether civil or criminal, by reason of the fact that
such person, or such person's testator or intestate,
(1) is or was a director or officer of the corporation, or
(2) serves or served another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity at
the request of the corporation, and also is or was a director or
officer of the corporation,
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred in connection with
or as a result of such action or proceeding, or any appeal therein.
ARTICLE VIII
AMENDMENT OF BY-LAWS
Section 8.1 Amendments. These By-Laws or any of them may be amended,
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altered or repealed by the Board at any regular or special meeting or upon the
affirmative vote by the holders of a majority of the outstanding shares;
provided, however, that Section 7.1 of these By-Laws may not be amended, altered
or repealed by the Board or the shareholders so as to affect adversely any then
existing rights of any director or officer.
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