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Exhibit 99A(6)(b)
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
BY-LAWS
ARTICLE I - NAME
This corporation shall be known as The Manufacturers Life Insurance Company
(U.S.A.) (formerly Maine Fidelity Life Insurance Company).
ARTICLE II - PURPOSES
This Company shall, through its officers, Board of Directors and persons duly
authorized to act for and on behalf of the Company, cause to be issued contracts
or policies of insurance in the form and for the purposes as provided for under
the statutes of the State of Michigan relating thereto, and the rules and
regulations of the Michigan Insurance Bureau and as provided by the laws, rules
and regulations of any other states in which the Company may qualify to do
business.
ARTICLE III - COMPANY BUSINESS AND PRINCIPAL OFFICE
The business of the Company may be conducted anywhere in the State of Michigan,
and in such other states of the United States or elsewhere wherein the Company
may qualify for the purpose of the conduct of the business, as authorized by its
Restated Articles of Redomestication and amendments thereto. The home office of
the Company shall be in Bloomfield Hills, Michigan. The Company may establish
branch or district offices, or agencies, elsewhere in the State of Michigan, as
well as in such other states in which it may qualify to do the business of
insurance .
ARTICLE IV - SEAL
The Company has adopted a seal, a copy of which is impressed herewith, that
shall hereafter be used by the Company wherever a seal may be required.
ARTICLE V - STOCKHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETING - All Annual and Special meetings of the
Stockholders shall be held in the city set forth in the Company's Restated
Articles of Redomestication as the location of its principal office or such
other place as determined by the Board of Directors unless otherwise required by
law.
SECTION 2. ANNUAL MEETING - The annual meeting of the stockholders of the
Company shall be held on the second Tuesday of May of each year.
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SECTION 3. SPECIAL MEETING- Special meetings of the stockholders may be convened
at the request of the majority of the members of the Board of Directors, by the
President, or at the written request of stockholders representing forty percent
(40%) of the outstanding stock of this Company, duly submitted to the Secretary
at least forty-five days before the date of such meeting. The call for a special
meeting shall designate the time and place of the said meeting, and as set forth
in Section 5. The notice must also set forth the particular purpose or purposes
for which the said meeting is being called.
SECTION 4. QUORUM - A quorum for the purpose of transacting the business of any
meeting shall consist of a majority of the outstanding stock represented either
in person or by proxy. A proxy must be filed with the Secretary at least five
days prior to any meeting, as provided for in Section 7.
SECTION 5. NOTICE OF MEETING - Except as may otherwise be provided by the
Michigan Insurance Code, notice of the annual or any special meetings of the
stockholders shall be given to the stockholders either by publication, when
required under the Code, or by personal notice mailed, postage prepaid, to the
last known address as it appears on the books and records of the Company, at
least twenty one days prior to the date of such meeting. Any meeting occurring
on a holiday, not attended by a quorum, or at the request of the majority of
those present at any meeting, may be continued or adjourned from day to day or
to any other day certain without the necessity of any further notice being given
to stockholders.
SECTION 6. BUSINESS OF THE MEETING - The annual meeting of the stockholders of
the Company shall be an open meeting for all business of any nature, kind or
character relating to the affairs of the Company. At this meeting, elections
shall be held for members of the Board of Directors whose term expires at the
annual meeting, or to fill any existing vacancy. Any business of the meeting may
be continued from day to day or to a day certain.
SECTION 7. VOTING - Each stockholder shall be entitled to one vote for each
share of stock. Each stockholder may vote by proxy. The proxy shall be in
writing and must be filed with the Secretary of the Company at least five days
prior to the date of the meeting. In all elections for directors, each
stockholder having a right to vote may cast the whole number of his votes for
one candidate or distribute them among the candidates as he may prefer.
SECTION 8. ACTION WITHOUT A MEETING - Except as otherwise provided in the
Restated Articles of Redomestication, or by law, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, prior notice or a vote, if a consent in writing
setting forth the action so taken shall be signed by the holders of all the
outstanding shares entitled to vote thereon.
ARTICLE VI - DIRECTORS
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SECTION 1. NUMBER AND TERM - There shall be not less than seven nor more than
seventeen members of the Board of Directors. The exact number of directors
within said limits shall be determined by the Board of Directors. Each director
shall be elected for a period of one year or until his successor has been duly
elected and qualified as required herein. A director need not be a stockholder.
SECTION 2. MEETINGS - An annual meeting of the newly elected Board of Directors
shall be held as soon after the annual meeting of shareholders as convenient,
but in no event later than thirty days after the annual meeting of the
shareholders.
Special meetings of the Board of Directors may be called at any time by the
President or Chairman and shall be called by the President upon the written
request of one-third (1/3) of the directors. Notice of the time and place of
each special meeting shall be given to each director no later than the day
before the meeting.
SECTION 3. QUORUMS - A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting. If a quorum
shall not be in attendance, a meeting may be adjourned from time to time until a
quorum shall be present.
SECTION 4. ACTION WITHOUT A MEETING - Except as otherwise provided in the
Restated Articles of Redomestication or by law, any action required or permitted
to be taken at any regular or special meeting of the Board of Directors, or of
any committee thereof, may be taken without a meeting, prior notice or a vote,
if a consent in writing setting forth the action so taken shall be signed by all
the members of the Board of Directors or the committee.
SECTION 5. VACANCIES - Any vacancy in the Board of Directors which shall occur
by death, resignation, removal or for any other cause may be filled by a vote of
the majority of the remaining members of the Board at the next regular or
special meeting. The person elected shall hold office for the unexpired term or
until a successor is duly elected and qualified.
SECTION 6. ELECTION OF OFFICERS - At its annual meeting, the Board of Directors
shall elect from among its members a Chairman. It shall also elect a President,
Secretary and Treasurer, and if the majority of the Board deems it necessary,
may elect Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such
other officers as it may designate. Any person may be elected to two or more
offices, but may not hold the position of both President and Vice President at
one and the same time.
SECTION 7. REMOVAL - The Board of Directors by a majority vote may, for cause,
at any time remove any officer or director of the company from office and upon
such removal the rights of such persons to the emolument and compensation for
services in such office shall forthwith cease and terminate.
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SECTION 8. SECURITY - The Board of Directors may from time to time designate the
nature, kind and amount, if any, of security that may be required of any officer
for the faithful performance of his duty.
SECTION 9. POWERS OF BOARD OF DIRECTORS - The Board of Directors shall generally
be in charge of the business and affairs of the Company. The business and
affairs of the Company in its details shall be conducted and managed by its
elected officers. The Board of Directors may by resolution duly adopt, designate
or appoint any one to act for and on behalf of the Company, and may delegate
specific authority to any elected officer or to any person to do or perform any
act or deed for and on behalf of this Company. The Board of Directors may enter
into any contract or agreement on any matters relating to the business and
affairs of this Company, and it shall be binding upon the Company though
extending beyond the terms of office of any or all the members of the Board of
Directors. It shall receive reports from its officers and employees, and shall
be authorized to issue directives to them. It shall set the policy and the
manner of the conduct of the business of the Company. It shall set the salary
and compensation, if any, to be paid its elected officers. Subject to the
provisions of the Michigan Insurance Code, the investment of the funds of this
Company shall be in accordance with the policies prescribed by the Board of
Directors, and the elected officers shall act only subject to and within the
limits authorized by the Board of Directors. The Board of Directors shall
generally have all the duties, powers, rights and privileges granted them by the
laws of the State of Michigan as they presently exist or are amended or changed
from time to time.
ARTICLE VII - COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE - There shall be elected at each annual meeting
of the Board of Directors an Executive Committee. The Executive Committee shall
have all the powers of the Board of Directors in the interim between Board
Meetings.
The Executive Committee shall consist of two or more members. Any vacancy shall
be filled by the Board of Directors.
Regular minutes of the proceedings of the Executive Committee shall be kept,
which shall be presented to the meeting of the Board next succeeding such
meeting.
SECTION 2. OTHER COMMITTEES - The Board of Directors may elect such other
committees as it deems appropriate and desirable at such times, for such
durations, for such purposes, under such conditions, and with such authority of
the Board as the Board of Directors shall designate.
ARTICLE VIII - OFFICERS AND THEIR DUTIES
SECTION 1. - The general management of the business and affairs of this Company
shall be conducted and managed by its elected officers in accordance with the
duties assigned to each of the said officers by these by-laws or by directives
from the Board of Directors,
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and they shall have the duty to generally supervise the details and procedure or
daily operation of the said business and see to the proper performance of same
by employees, agents or persons hired or engaged by them on behalf of the
Company.
SECTION 2. CHAIRMAN - The Chairman shall preside at all meetings of the Board of
Directors and stockholders. The Chairman shall not be an officer of the Company.
He shall have such other powers and perform such other duties as may from time
to time be assigned to him by the Board of Directors.
VICE CHAIRMAN - The Vice Chairman, if one is elected, shall preside at all
meetings of the Board of Directors and stockholders in the absence of the
Chairman. He shall not be an officer of the Company. He shall have such other
powers and perform such other duties as may from time to time be assigned to him
by the Board of Directors.
PRESIDENT - The President, unless otherwise provided by the Board, shall be the
chief executive officer of the Company, and shall have entire supervision of the
affairs of the Company subject to the regulations of the Board of Directors. He
shall preside at all meetings of the Board of Directors and stockholders in the
absence of the Chairman and Vice Chairman. He shall perform all acts properly
pertaining to the executive officer of the Company, or that he may be directed
to perform by the Board of Directors from time to time. He shall from time to
time bring before the Board of Directors such information affecting the business
and property of the Company as may be required or advisable.
VICE PRESIDENT - Each Vice President shall have such powers and perform such
duties as may from time to time be assigned to him or them by the Board of
Directors. Unless otherwise ordered by the Board of Directors, the Vice
Presidents in the order of their seniority shall, in the absence or the
inability of the President, perform the duties of that office until the return
of the President or the disability shall have been removed or a new President
shall have been elected.
SECRETARY - The Secretary shall have such particular powers as pertains to his
office, and such authority as may be granted to him by the Board of Directors.
He shall have a custody of the corporate seal, attend all the regular and
special meetings of the stockholders, Board of Directors, and committees, keep
accurate minutes of the proceedings at each of such meetings and report the same
at a succeeding meeting of the committee, Board of Directors, or of the
stockholders. He shall attend to the giving of all notices required by law or by
these by-laws to be given to stockholders, directors or committees unless and
except as the President or the Board of Directors may from time to time
designate some other officer to perform such functions. The Secretary may
delegate any of his ministerial duties to any Assistant Secretary.
ASSISTANT SECRETARIES - The Assistant Secretaries shall have such powers and
perform such duties as may be assigned to them by the Board of Directors or by
the Secretary of the Company.
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TREASURER - The Treasurer shall be the custodian of all the funds and securities
of the Company. He shall have such powers and authorities as may be granted to
him by the Board of Directors. He shall have the right to delegate any of his
ministerial duties to the Assistant Treasurer and shall also have the right to
enter into custodian agreements with banks or trust companies or other
corporations authorized by law to act as custodians.
ASSISTANT TREASURER - Assistant Treasurers shall have such power and duties as
may be granted to him or them by the Board of Directors or as may be assigned to
him or them by the Treasurer.
The Treasurer and Assistant Treasurer may be required to file a bond in the sum
of at least Five Thousand Dollars ($5,000.00) with corporate surety. The amount
of the bond may from time to time be increased or decreased by the Board of
Directors.
OTHER OFFICERS - The Board of Directors shall have the power from time to time
at any of its regular meetings or special meetings called for that purpose, to
create such additional officers, to elect persons to such offices and assign
their duties and powers.
SECTION 3. DELEGATION OF AUTHORITY - In the event of death, resignation,
absence, disability or removal of any officer, the Board of Directors may
delegate the power and duties of such office to any other officer, or appoint
any other person to said position for the balance of the term.
SECTION 4. BONDS - Every officer and employee of the Company may be required by
the Board of Directors to furnish a bond for the faithful performance of their
duties and trust at the expense of the Company. Said bond shall be in an amount
prescribed by the Board of Directors and with such surety and in such form and
amount as required by the Board of Directors.
ARTICLE IX - CERTIFICATES OF STOCK
The certificates for shares of capital stock of the Company shall be in such
form, not inconsistent with the Restated Articles of Redomestication, as shall
be approved by the Board of Directors. Certificates of stock shall be issued
under the seal of the Company and shall be signed by the President or a Vice
President and the Secretary, and countersigned by the Treasurer. Shares of stock
of the Company shall be transferable only on the books of the Company by the
registered holder thereof in person or by attorney duly authorized, and upon the
surrender and cancellation of the certificate thereof duly endorsed.
The Board of Directors may direct the proper officers to issue new certificates
of stock in lieu of others which may have been lost or destroyed, after the
expiration of thirty days from receipt of request therefor, provided the person
requesting the new certificate shall make an affidavit of the facts concerning
loss or destruction and shall give the Company
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a bond of indemnity in such form, amount, and with such surety, as is acceptable
to the Board of Directors.
ARTICLE X - FISCAL YEAR
The fiscal year of the Company shall begin on the first day of January and
terminate on the thirty-first day of December in each year.
ARTICLE XI - BANK ACCOUNTS
The Board of Directors shall have the authority on behalf of the company and in
its name to open or close an account or accounts in any reputable banks or trust
companies wherein there shall be deposited the funds of the Company. Withdrawals
from the said bank deposit shall be made by cheque or draft signed only by such
person or persons as may be specifically authorized so to do by the Board of
Directors. The Board of Directors may authorize a facsimile signature on all
cheques or drafts drawn for any amount.
ARTICLE XIA
1. All deeds, powers of attorney, contracts, documents, and instruments in
writing requiring to be executed by the Company under Seal shall be signed on
behalf of the Company by such Officer or Officers, or person or persons as may
be designated from time to time by Resolution of the Board of Directors.
2. All instruments and documents necessary to sell, assign, transfer, purchase
or accept shares, stocks, bonds, debentures and other like securities out of or
into the name of the Company shall be signed on behalf of the Company by such
Officer or Officers, or person or persons as may be designated from time to time
by Resolution of the Board of Directors.
ARTICLE XII - REINSURANCE
The Board of Directors shall have the right to reinsure all or any of the
Company's liabilities under all or any of its policy contracts, subject to the
laws of the State of Michigan.
ARTICLE XIII - NOTICES
Wherever any notice is required by these by-laws, such notice may be waived in
writing by all of the persons entitled to such notice, anything to the contrary
herein notwithstanding.
ARTICLE XIV - AMENDMENTS
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These by-laws may be altered, amended, or repealed, except as otherwise provided
by law, by the affirmative vote of a majority of the Board of Directors, if
notice of the proposed alteration, amendment or repeal be contained in the
notice of the meeting of the Board of Directors at which such action is
proposed.
The undersigned, the Assistant Secretary of the Company, states that these
By-laws were adopted as and for the by-laws of the Company on the 2nd day of
December, 1992.
Dated: December 3, 1992.
(sd.)
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Assistant Secretary
