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Exhibit 3.2
FORM OF
AMENDED AND RESTATED
BY-LAWS
of
AETNA INC.
(a Pennsylvania business corporation)
Article 1. MEETINGS OF SHAREHOLDERS
Section 1.01. Place of Meetings. Meetings of shareholders of the
Corporation shall be held at such place, within the Commonwealth of Pennsylvania
or elsewhere, as may be fixed from time to time by the Board of Directors. If no
place is so fixed for a meeting, it shall be held at the Corporation's then
principal executive office.
Section 1.02. Annual Meeting.
(a) General Rule. There shall be an annual meeting of shareholders, held
at such time as the Board of Directors shall prescribe, at which the
shareholders shall elect such number of members of the Board of Directors as are
to be elected at that meeting in accordance with the Corporation's articles of
incorporation, and transact only such other business as may properly be brought
before the meeting.
(b) Business to be Conducted. To be properly brought before an annual
meeting, business must be (i) specified in the notice of meeting, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or the Chairman, or (iii) otherwise properly brought before the
meeting by a shareholder.
(c) Shareholder Proposals. For business to be properly brought before an
annual meeting by a shareholder pursuant to clause (iii) of Section 1.02(b), the
business must be lawful and appropriate for consideration at the meeting, and
the shareholder must have given written notice of such shareholder's intent to
present the business, either by personal delivery or by United States mail,
postage prepaid, to the Corporate Secretary not later than 90 calendar days
prior to the date such annual meeting is to be held; provided, however, that
notice by a shareholder shall be timely in any event if received not later than
the close of
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business on the 10th calendar day following the day on which public disclosure
of the date of the annual meeting was made. A shareholder's notice shall include
as to each matter the shareholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting the business at the annual meeting, (ii)
the name and address of the shareholder, (iii) evidence of the class and number
of shares of capital stock of the Corporation that are beneficially owned by the
shareholder and (iv) any material interest of the shareholder in such business.
(d) Determination of Propriety of Business. Notwithstanding anything in
these by-laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 1.02.
The chairman of the annual meeting shall determine whether each item of business
has been properly brought before the annual meeting in accordance with the
procedures set forth in this Section 1.02, and whether each item of business is
lawful and appropriate for consideration by shareholders at the annual meeting.
If the chairman of the annual meeting shall determine that an item of business
has not been properly brought before the annual meeting or is not lawful and
appropriate for consideration at the annual meeting, the chairman shall so
declare to the annual meeting, and any such business shall not be transacted at
the annual meeting.
Section 1.03. Nominations of Directors.
(a) General Rule. Nominations of persons for election to the Board of
Directors of the Corporation may be made by the Board of Directors or by any
shareholder entitled to vote for the election of Directors that complies with
the provisions of Section 1.03(b).
(b) Shareholder Nominations. Any shareholder entitled to vote for the
election of Directors at an annual or special meeting at which one or more
Directors are to be elected may nominate persons for election as Directors only
if written notice of such shareholder's intent to make such nomination is given,
either by personal delivery or by United States mail, postage prepaid, to the
Corporate Secretary not later than 90 calendar days prior to the date such
meeting is to be held; provided, however, that notice by the shareholder shall
be timely in any event if received not later than the close of business on the
10th calendar day following the day on which public disclosure of the date of
such meeting was made. A shareholder's notice shall include: (i) as to each
person whom the shareholder proposes to nominate for election or re-election as
a Director, (A) the name, age, business address and residence address of the
person, (B) the principal occupation or employment of the person, (C) the class
and number of shares of capital stock of the Corporation that are beneficially
owned by the person and (D) any other information relating to the person that is
required to be disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as
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amended (including without limitation the person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (ii) as to the shareholder giving the notice, (A) the name and
address of the shareholder and (B) evidence of the class and number of shares of
capital stock of the Corporation that are beneficially owned by the shareholder.
(c) Determination of Propriety of Nominations. The chairman of the meeting
shall determine whether a nomination of a person for election as a Director by a
shareholder has been properly made in accordance with the procedures prescribed
in this Section 1.03. If the chairman of the meeting shall determine that such a
nomination has not been properly made, the chairman of the meeting shall so
declare to the meeting, and the defective nomination shall be disregarded.
Section 1.04. Special Meetings. Special meetings of shareholders may be
called at any time by the Board of Directors, the Chairman or the President of
the Corporation. Each special meeting of shareholders shall be held at such
place, within the Commonwealth of Pennsylvania or elsewhere, as may be fixed
from time to time by the Board of Directors. If no place is so fixed for a
special meeting of shareholders, it shall be held at the Corporation's then
principal executive office. The only substantive business to be conducted at a
special meeting of shareholders shall be that set forth in the notice of such
meeting.
Section 1.05. Notice of Meetings. Except as otherwise provided in Section
1707 of the Pennsylvania Business Corporation Law of 1988, as amended, notice of
every meeting of shareholders shall be given in any manner permitted by law by
or at the direction of the Corporate Secretary or such other person as is
authorized by the Board of Directors to each shareholder of record entitled to
receipt thereof, at least 10 calendar days prior to the day named for the
meeting, unless a greater period of notice is required by law in a particular
case.
Section 1.06. Organization. At every meeting of the shareholders, the
Chairman, or in the absence of the Chairman, a person chosen by the Board of
Directors, shall act as chairman of the meeting; and the Corporate Secretary, or
in the absence of the Corporate Secretary, a person appointed by the chairman of
the meeting, shall act as secretary of the meeting. The order of and the rules
for conducting business at all meetings of the shareholders shall be determined
by the chairman of the meeting.
Section 1.07. Voting. Except as otherwise specified herein or in the
Corporation's articles of incorporation or required by law, whenever any
corporate action is to be taken by vote of shareholders, it shall be authorized
by a majority of the votes cast by all shareholders entitled to vote thereon
and, if any shareholders are entitled to vote thereon as a class, upon receiving
a majority of the votes cast by the shareholders entitled to vote as a class. In
each election of
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Directors, the candidates receiving the highest number of votes, up to the
number of Directors to be elected, shall be elected.
Article 2. DIRECTORS
Section 2.01. Number. The number of Directors of the Corporation shall be
not less than three and not more than twenty-one, and shall be designated from
time to time by resolution of the Board of Directors.
Section 2.02. Vacancies. Vacancies on the Board of Directors may be filled
at any time by the affirmative vote of a majority of the Directors then in
office, though less than a quorum, except as otherwise provided in the
Corporation's articles of incorporation with respect to the rights of the
holders of any series or class of shares to elect Directors under specified
circumstances. Directors may be elected by the shareholders to fill a vacancy,
regardless of how the vacancy has been created, only if and when authorized by a
resolution of the Board of Directors.
Section 2.03. Resignations. Any Director may resign at any time by giving
written notice to the Board of Directors, the Chairman, the President or the
Corporate Secretary. The resignation shall be effective upon receipt thereof or
at such subsequent time as may be specified in the notice of resignation. Unless
otherwise specified in the applicable notice of resignation, the acceptance of a
resignation shall not be necessary to make it effective.
Section 2.04. Annual Meeting of the Board. Immediately after each annual
election of Directors, the Board of Directors shall meet for the purpose of
organization, election of officers, and the transaction of other business.
Notice of the annual meeting need not be given. In the absence of a quorum at
such time, the annual meeting may be held at any other time and place specified
in a notice given as provided in Section 2.06 for special meetings of the Board
of Directors.
Section 2.05. Regular Meetings of the Board. Regular meetings of the Board
of Directors shall be held at such time and place as may be designated from time
to time by the Board of Directors. Notice of regular meetings need not be given.
At any regular meeting the Board of Directors may transact such business as may
be brought before the meeting.
Section 2.06. Special Meetings of the Board. Special meetings of the Board
of Directors may be called by the Chairman, the President or not less than
one-third of the Directors then in office, and shall be held at such time and
place as may be designated in the notice of the meeting. Notice to each Director
of each special meeting of the Board shall be given by or at the direction of
the person or persons calling the meeting no later than the calendar day before
the day of the meeting.
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Section 2.07. Compensation. The Board of Directors shall have the
authority to fix the compensation of Directors for their services as Directors,
and a Director may be a salaried officer of the Corporation.
Article 3. COMMITTEES
Section 3.01. Establishment and Authority. The Board of Directors may
establish, by the affirmative vote of a majority of the Directors then in
office, one or more committees to consist of one or more Directors of the
Corporation. Any committee, to the extent provided by the Board of Directors,
shall have and may exercise all of the powers and authority of the Board of
Directors except that any committee other than the Executive Committee shall not
have any power or authority as to the following: (i) the submission to
shareholders of any action requiring approval of shareholders under the
Pennsylvania Business Corporation Law of 1988, as amended; (ii) the creation or
filling of vacancies in the Board of Directors; (iii) the adoption, amendment or
repeal of these by-laws; (iv) the amendment or repeal of any resolution of the
Board of Directors that by its terms is amendable or repealable only by the
Board of Directors; or (v) action on matters committed by these by-laws or
resolution of the Board of Directors exclusively to another committee of the
Board of Directors.
Section 3.02. Organization. The Board of Directors may designate, by the
affirmative vote of a majority of the Directors then in office, any member of a
committee as chair of that committee, may appoint any officer of the Corporation
(or his or her designate) as secretary of that committee and may designate or
provide for the designation of one or more Directors as alternate members of
that committee who may replace any absent or disqualified member at any meeting
of that committee upon such notice and in such manner as may be provided in the
vote designating the applicable alternate members. Each committee shall meet at
the call of its chair, the Chairman, the President, the Corporate Secretary or
any two members of the committee. The presence of a majority of the members of a
committee shall be necessary to constitute a quorum. Regular minutes of the
proceedings of each committee shall be reported to the Board. The members of
each committee shall continue in office for such term as may be provided in the
vote designating them as members (which term shall not exceed their respective
terms of office as Directors) and until their successors are duly designated,
unless sooner discharged.
Article 4. OFFICERS
Section 4.01. Election or Appointment. The officers of the Corporation
shall be a Chairman, elected by the Board of Directors from their own number, a
President, a Corporate Secretary and a Treasurer appointed by the Board. The
Board may also appoint one or more Vice Chairmen, Executive Vice Presidents
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and Senior Vice Presidents. The Board shall fix, or authorize any officer or
officers to fix, the compensation of any such officer. In addition, the Board
may appoint, and fix the compensation of, and may authorize any officer or
officers to appoint, and to fix the compensation of, such additional officers as
the Board or such authorized officer or officers deem necessary for the proper
conduct of the business of the Corporation.
Section 4.02. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman, the President or the
Corporate Secretary. The resignation shall be effective upon receipt thereof or
at such subsequent time as may be specified in the notice of resignation. Unless
otherwise specified in the applicable notice of resignation, the acceptance of a
resignation shall not be necessary to make it effective.
Section 4.03. Chairman. The Chairman shall be the chief executive officer
of the Corporation unless the Board vests that position in another officer. The
chief executive officer shall be responsible, under the direction of the Board,
for the general supervision, management and control of the affairs and property
of the Corporation. The Chairman shall serve as an ex-officio member of all
committees appointed by the Board except as may be otherwise provided in these
by-laws or in the resolution establishing a committee. The Chairman shall
preside at all meetings of the shareholders, the Board and all committees
appointed by the Board of which the Chairman is a member, except as may
otherwise be provided in the resolution establishing a committee. The Chairman,
and the chief executive officer if they are not the same person, shall have such
other authority and responsibility and perform such other duties as may from
time to time be delegated by the Board.
Section 4.04. Authority of Officers. Officers shall be subject to the
direction of, and shall have the authority and perform such duties as may be
assigned from time to time by, the Board of Directors or the chief executive
officer.
Article 5. MISCELLANEOUS
Section 5.01. Use of Conference Telephone Equipment. Unless the Board of
Directors determines otherwise in a particular case, one or more persons may
participate in any meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other; however, the use of such
equipment is not a matter of right for any person. A person may participate in a
meeting of the shareholders by means of such equipment only as authorized by the
Board of Directors in a particular case. Authorized participation in a meeting
by means of such equipment shall constitute presence in person at the meeting.
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Section 5.02. Amendments. These by-laws may be amended or repealed, or new
by-laws may be adopted, either (i) by an affirmative vote of the holders of a
majority of the voting power of shares entitled to vote thereon, voting as a
single class, at a meeting of the shareholders in the call for which written
notice of the proposed action shall have been given, or (ii) with respect to
those matters that are not by statute committed exclusively to the shareholders
and regardless of whether the shareholders have previously adopted or approved
the by-law being amended or repealed, by the affirmative vote of a majority of
the Directors then in office, upon written notice to each Director of the action
proposed to be taken. Notwithstanding the preceding sentence, Sections 1.02,
1.03, 1.04, 2.01, 2.02 and 2.06 and this Section 5.02 may be amended or repealed
or a new by-law adopted that is inconsistent with any of those sections by vote
of the shareholders only if the amendment, repeal or adoption of a new by-law is
approved by an affirmative vote of the holders of not less than 80% of the
outstanding shares entitled to vote thereon, voting as a single class, at a
meeting of the shareholders in the call for which written notice of the proposed
action shall have been given. Any change in these by-laws shall take effect when
adopted unless otherwise provided in the resolution effecting the change. No
provision of these by-laws shall vest any property right in any shareholder as
such.
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