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AMENDED BYLAWS
OF
AMERICAN FAMILY LIFE INSURANCE COMPANY
NOVEMBER 1, 1998
ARTICLE I
ARTICLES OF INCORPORATION
The Articles of Incorporation of this Corporation are hereby made a part
of these Bylaws.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. ANNUAL MEETINGS. The regular annual meeting of the
Stockholders shall be held at the principal office of the Corporation in the
City of Madison, Dane County, Wisconsin, on the Second Monday in February in
each year. At such meeting the Stockholders shall elect Directors, as
required by the Articles of Incorporation, and transact such other business
as shall lawfully come before them. A written or printed notice of such
meeting shall be mailed by the Secretary to each Stockholder of record, at
his last known address, as shown by the Corporation's records, at least ten
days before the date of such meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the Stockholders may
be called by the Chairman of the Board of Directors, or shall be called by
the Secretary on written request of at least three members of the Board of
Directors, or by the holders of at least 10% of the outstanding stock. A
written or printed notice of such meeting shall be mailed by the Secretary to
each Stockholder of Record at his last known address, as shown by the
Corporation's records, at least ten days before the date of such meetings.
The notice shall specify the purpose of such Special Meeting, and only such
matters as are specified in the notice shall be acted upon at the meeting.
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Section 3. INFORMAL ACTION BY STOCKHOLDERS. Any action that may be
taken at a meeting of the Stockholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the Stockholders entitled to vote with respect to the subject matter
thereof.
Section 4. VOTING. Each Stockholder shall be entitled to cast one vote
for each share of stock issued in his name, or for which he holds a duly
executed proxy.
Section 5. QUORUM. A quorum shall be required for the transaction of
business at any meeting of the Stockholders. A quorum shall consist of such
number of persons who, either in person or by proxy, represent at least
one-third of the shares entitled to be voted at such meeting. If a quorum is
not present, the majority of those present and qualified to vote may adjourn
such meeting from time to time without notice other than by announcement at
the meeting. At any adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted at the meeting
had it been held at the time originally fixed therefor.
ARTICLE III
BOARD OF DIRECTORS
Section 1. NUMBER OF DIRECTORS AND TERM OF OFFICE. The number of
Directors of the Corporation shall be no less than five. Directors shall be
elected at the Annual Meeting of the Stockholders for a term of one year and
shall serve until their successors are elected and qualified.
Section 2. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board
of Directors shall be held at the Corporation's principal office in the City
of Madison, Dane County, Wisconsin, or at such other place as may be
designated by the Chairman of the Board. Such meeting shall be held at least
once quarterly at such times as the Directors shall designate. The Chairman
of the Board at any time in his discretion, may call Special Meetings of the
Directors, and he shall call a Special Meeting of the Board of Directors
whenever three
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Directors shall, in writing, request him so to do. The Secretary shall give
notice of all Regular and Special Meetings. Such notice shall be in writing
and shall be mailed to each Director at least five days prior to holding any
such meeting.
Section 3. ANNUAL MEETING. The Annual Meeting of the Board of
Directors shall be held on the same day and at the same place as the Annual
Meeting of the Stockholders, and shall convene immediately after adjournment
thereof. At such meeting, the Directors shall elect the Officers and Standing
Committees. If for any cause the Annual Meeting of the Board of Directors
shall not be held at the time and place designated, or being held, there
shall be a failure to elect Officers and Standing Committees, such Officers
and Committees may be elected at a Special Meeting called for such purpose or
at the next Regular Meeting.
Section 4. QUORUM. A majority of the Directors in office for the time
being shall constitute a quorum for the transaction of business.
Section 5. VACANCIES. Vacancies in the Board of Directors shall be
filled by the remaining Directors. A Director elected to fill a vacancy shall
serve for the unexpired term of his predecessor.
Section 6. COMPENSATION. A Director may receive such compensation for
services as is determined by resolution of the Board. A Director may also
serve the Corporation in any other capacity and receive compensation therefor.
Section 7. GENERAL POWERS. The Board of Directors shall manage and
have control of the business affairs of the Corporation, and shall possess
and exercise all powers usually vested in Directors of insurance companies
which are consistent with the Articles of Incorporation and the laws, of the
State of Wisconsin, and may accept any additional powers and privileges which
any like insurance company may be authorized by the laws of the State of
Wisconsin to exercise.
Section 8. DELEGATION TO COMMITTEES. To the full extent permitted by
law, the Board of Directors by resolution adopted by a majority of the full
Board may designate one or more committees, appoint its members and delegate
such authority to it as the Board of Directors deems appropriate.
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ARTICLE IV
OFFICERS
Section 1. GENERAL OFFICERS. The General Officers of the Corporation
shall be a Chairman of the Board, a President, one or more Vice Presidents, a
Secretary, and a Treasurer. The President and at least one other General
Officer shall be Directors of the Corporation. All Officers shall hold office
for one year and until their successors are elected and qualified.
Section 2. CHAIRMAN OF THE BOARD AND PRESIDENT. The Chairman of the
Board shall preside at all meetings of the Policyholders and Board of
Directors. In the absence or inability of the Chairman of the Board to act,
the President shall preside at the meeting of the Policyholders and Board of
Directors. The Board of Directors may designate either the Chairman or the
President to be the Chief Executive Officer. In the event that the Board of
Directors designates the Chairman to be the Chief Executive Officer, the
President may be designated Chief Operating Officer. The President, or one of
the Vice Presidents, authorized by the Board of Directors, shall sign all
policies.
Section 3. VICE PRESIDENTS. Should either the Chief Executive Officer
or the Chief Operating Officer be absent or unable to act, the Board of
Directors shall designate a Vice President or other Officer to discharge the
duties of the vacant office with the same power and authority vested in the
Chief Executive Officer or the Chief Operating Officer.
Section 4. SECRETARY. The Secretary shall keep a record of the minutes
of the meetings of the Stockholders and of the Board of Directors. He shall
countersign all instruments and documents executed by the Corporation which
the laws or bylaws require to be so executed; affix to instruments and
documents the seal of the Corporation; keep in proper books therefor the
transactions of the Corporation; and perform such other duties as usually are
incident to such office.
Section 5. TREASURER. The Treasurer, subject to the control of the
Board of Directors, shall collect, receive, and safely keep all moneys, funds
and securities of the Corporation, and attend to all its pecuniary affairs.
He shall keep full and complete accounts and records of all his transactions,
of sums
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owing to or by the Corporation, and all rents and profits in its behalf. His
books of account and records shall at all reasonable times be open to the
inspection of the Stockholders of the Corporation, and he shall furnish to
the Stockholders at their Annual Meeting and to the Directors, whenever
requested by them, such statements and reports of the same as are necessary
to a full exhibit of the financial condition of the Corporation.
Section 6. SUBORDINATE OFFICERS. Subordinate Officers appointed by the
Board of Directors shall have such powers and discharge such duties as may
from time to time be conferred or imposed upon them by the Board of Directors
or the President.
ARTICLE V
FUNDS OF THE CORPORATION
Section 1. All funds of the Corporation shall be deposited or invested
in such depositories or in such securities as may be authorized from time to
time by the Board of Directors or appropriate committee under authorization
of the Board of Directors.
Section 2. All investments and deposits of funds of the Corporation
shall be made and held in its corporate name, except that securities kept
under a custodial agreement or trust arrangement with a bank or banking and
trust company may be issued in the name of a nominee of such bank or banking
and trust company and except that securities may be acquired and held in
bearer form.
Section 3. LOANS. All loans contracted on behalf of the Corporation
and all evidences of indebtedness that are issued in the name of the
Corporation shall be under the authority of a resolution of the Board of
Directors. Such authorization may be general or specific.
Section 4. CONTRACTS. The Board of Directors may authorize one or more
Officers, or Agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such authorization
may be general or specific.
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Section 5. All moneys of the Corporation shall be disbursed by check,
draft or written order only, and all checks and orders for the payment of
money shall be signed by such Officer or Officers as designated by the Board
of Directors. The Officers and employees of the Corporation handling funds
and securities of the Corporation shall give surety bonds in such sums as the
Board of Directors or appropriate committee may require.
Section 6. No Director or Officer of the Corporation shall borrow money
from the Corporation, or receive any compensation for selling, aiding in the
sale, or negotiating for the sale of any property belonging to the
Corporation, or for negotiating any loan for or by the Corporation.
ARTICLE VI
STOCK TRANSFER BOOKS
Section 1. The stock transfer books of the capital stock of the
Corporation shall be closed for a period of twenty days preceding any Annual
or Special Meeting of the Stockholders, and such stock transfer books shall
also be closed on the twentieth day preceding the date fixed for the payment
of dividends on said stock.
Section 2. Transfer of stock may be made in the manner and with the
effect provided by law. A person registered on the books of the Corporation
as the owner of shares shall be recognized as having the exclusive right to
receive dividends and to vote as such owner.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the extent permitted by law, the Corporation shall indemnify each
Director and Officer of the Corporation, and his heirs, executors and
administrators against all expenses and liability reasonably incurred by him
in connection with or arising out of any action, suit or proceeding in which
he may be involved by reason of his being or having been a Director or
Officer of the
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Corporation, whether or not he continues to be a Director or Officer at the
time of incurring such expenses and liabilities; such expenses and
liabilities to include, but not limited to judgments, court costs, and
attorneys' fees and the cost of settlements. The Corporation shall not,
however, indemnify such Director or Officer with respect to matters as to
which he shall be finally adjudged in any such action, suit, or proceeding to
have been liable for willful misconduct in the performance of his duties as
such Director or Officer. In the event a settlement or compromise is
effected, indemnification may be had only if the Board of Directors shall
have been furnished with an opinion of counsel for the Corporation to the
effect that such settlement or compromise is in the best interests of the
Corporation and that such Director or Officer is not liable for willful
misconduct in the performance of his duties with respect to such matters,
and, if the Board shall have adopted a resolution approving such settlement
or compromise. The foregoing right of indemnification shall not be exclusive
of other rights to which any Director or Officer may be entitled as a matter
of law.
ARTICLE VIII
CORPORATE DIVIDENDS
The Board of Directors may from time to time declare dividends on its
outstanding shares in the manner and upon the terms and conditions provided
by law and its Articles of Incorporation.
ARTICLE IX
PARTICIPATION IN SURPLUS
Such contracts of life insurance as may be issued by the Corporation
upon the participating basis shall be issued upon the principal of full
participation annually by policyholders in surplus accumulations resulting
from such business, subject to the following provisions. As respects such
participating business: Each policy class shall be charged annually only
with actual losses and expenses properly chargeable thereto, including
contingency reserves as may be
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deemed necessary, and such sums as may be apportioned to the account of
Stockholders subject to any legal limitation of a state in which such
policies or contracts are issued or delivered.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form, and shall have inscribed thereon the name of the
Corporation and the state or incorporation, and the words "Corporate Seal."
ARTICLE XI
FISCAL YEAR
The fiscal year shall be set by the Board of Directors.
ARTICLE XII
ADOPTION, AMENDMENT AND REPEAL OF BYLAWS
The Board of Directors or the Stockholders, at any meeting of either, by
majority vote, may adopt additional Bylaws or amend, or repeal any or all of
these Bylaws, provided such purpose is included in the notice of the meeting.
