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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 6, 1996
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 1-7255 59-1219710
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(State or incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
1776 American Heritage Life Drive
Jacksonville, Florida 32224
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (904) 992-1776
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Reference is made to a copy of the By-Laws of American Heritage Life
Investment Corporation, as Amended and Restated, dated February 6, 1996, which
is filed as Exhibit 3 to this report, which exhibit is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description of Exhibit
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3 By-Laws of American Heritage
Life Investment Corporation,
as Amended and Restated,
dated February 6, 1996
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SIGNATURE
Pursuant to the Requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
Date: February 12, 1996 By: /s/ W. Michael Heekin
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W. Michael Heekin
Senior Vice President and
Corporate Secretary
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EXHIBIT INDEX
The following designed exhibit is filed herewith:
Exhibit
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3 By-Laws of American Heritage Life
Investment Corporation, as Amended
and Restated, dated February 6, 1996
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Exhibit 3
BYLAWS
OF
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
AS AMENDED AND RESTATED
dated
FEBRUARY 6, 1996
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of
this corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding
annual meeting of shareholders. Business transacted at the annual meeting
shall include the election of directors of the corporation.
Section 2. Special Meetings. Special meetings of the shareholders
shall be held when directed by the President or the Board of Directors, or
when requested in writing by the holders of not less than ten percent (10%) of
all the shares entitled to vote at the meeting. A meeting requested by
shareholders shall be called for a date not less than ten (10) nor more than
sixty (60) days after the request is made, unless the shareholders requesting
the meeting designate a later date. The call for the meeting shall be issued
by the Secretary, unless the President, Board of Directors, or shareholders
requesting the meeting shall designate another person to do so.
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Section 3. Place. Meetings of the shareholders may be held with or
without the State of Florida.
Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting to each shareholder or record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been
transacted on the original date of the meeting. If, however, after the
adjournment the Board of Directors fixes a new record date for the adjourned
meeting, which it must do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original meeting, a
notice of the adjourned meeting shall be given as provided in this section to
each shareholder of record on the new record date entitled to vote at such
meeting.
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Section 6. Closing of Transfer Book and Fixing 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 purpose, the Board of Directors may fix in advance a date as the
record date for any determination of shareholders, such date in any case to be
not more than seventy (70) days and not less than ten (10) days prior to the
date on which the particular action requiring such determination of
shareholders is to be taken.
If no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting, which it must do if the meeting is
adjourned to a date more than one hundred twenty (120) days after the date
fixed for the original meeting.
Section 7. Voting Record. The officers of agent having charge of the
stock transfer book for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address
of and the number and class and series, if any, of shares held by each. The
list, for a period of ten (10) days prior to such meeting, shall be kept on
file at the registered offices
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of the corporation, at the principal place of business of the corporation or at
the office of the transfer agent or registrar of the corporation and any
shareholder shall be entitled to inspect the list at any time during usual
business hours. The list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
at any time during the meeting.
If the requirements of this section have not been substantially
complied with, the meeting on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 8. Shareholder Quorum and Voting. Unless otherwise provided
in the Articles of Incorporation of this corporation, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series of stock unless otherwise provided in the
Articles of Incorporation of this corporation, a majority of the shares of such
class or series shall constitute a quorum for the transaction of such item of
business by that class or series.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by the Articles
of Incorporation of this corporation or law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required
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for a quorum, shall not affect the validity of any action taken at the meeting
or any adjournment thereof.
Section 9. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders unless otherwise provided by the Articles of
Incorporation of this corporation or bylaws.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.
At each election for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number
of shares owned by him for as many persons as there are directors to be elected
at that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholders; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a
certified copy of the bylaws or other instrument of the corporate shareholder.
In the absence of any such designation, or in case of conflicting designation
by the corporate shareholder, the chairman of the board, president, any senior
vice
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president, any vice president, secretary and treasurer of the corporate
shareholder shall be presumed to possess, in that order, authority to vote such
shares.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient
to redeem such shares has been deposited with a bank or trust company with
irrevocable instructions and authority to pay the redemption price to the
holders thereof upon surrender of certificates therefor, such shares shall not
be entitled to vote on any matter and shall not be deemed to be outstanding
shares.
Section 10. Proxies. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may
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authorize another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided
by law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence of death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one (1), may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular
case, the voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
Section 11. Voting Trusts. Any member of shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares,
as provided by law. Where the counterpart of a voting trust agreement and the
copy of the record of the holders of voting trust certificates has been
deposited with the corporation as provided by law, such documents shall be
subject to the same right of examination by a shareholder of the corporation,
in person or by agent or attorney, as
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are the books and records of the corporation, and such counterpart and such
copy of such record shall be subject to examination by any holder of record of
voting trust certificates either in person or by agent or attorney, at any
reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two (2) or more shareholders
of this corporation may enter an agreement providing for the exercise of
voting rights in the manner provided in the agreement or relating to any phase
of the affairs of the corporation as provided by law. Nothing therein shall
impair the right of this corporation to treat the shareholders of record as
entitled to vote the shares standing in their names.
Section 13. Action by Shareholders Without a Meeting. Any
actionrequired by law, these bylaws, or the articles of incorporation of this
corporation to be taken at any annual or special meeting of shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were
present and voted. If any class of shares is entitled to vote thereon as a
class, such written consent shall be required of the holders of a majority of
the shares of each class of shares entitled to vote as a class thereon and of
the total shares entitled to vote thereon unless otherwise provided in the
Articles of Incorporation of this corporation.
Within ten (10) days after obtaining such authorization by written
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consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidation or sale or
exchange of assets for which dissenters rights are provided under this act, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with
further provisions of this action regarding the rights of dissenting
shareholders.
Section 14. Organization and Order of Business. At each meeting of
the shareholders, the Chairman of the Board of Directors, or in the Chairman's
absence or inability to act, the Vice Chairman of the Board, or in the
Chairman's and Vice Chairman's absence or inability to act, the President, or
in the Chairman's, Vice Chairman's and President's absence or inability to act,
the Executive Vice President, shall act as Chairman of the meeting. The
Secretary, or in the Secretary's absence or inability to act, any person
appointed by the Chairman of the Board or the presiding Chairman of the
meeting, shall act as Secretary of the meeting and keep the minutes thereof.
The order of business of all meetings of the shareholders shall be determined
by the Chairman of the meeting, who shall have the authority in his discretion
to regulate the conduct of such meeting, including, without limitation, to
impose restrictions on the persons (other than shareholders of the Corporation
or their duly appointed proxies) who may attend such meeting, to regulate and
restrict the making of statements or asking of questions at such meeting and to
cause the removal from such meeting of any person who has disrupted or appears
likely to disrupt the proceedings at such meeting. At a meeting of the
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be
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properly brought before a meeting of shareholders, business must be (a)
specified in the notice of meeting (or any supplement thereto) given as
provided in these by-laws, (b) otherwise properly brought before the meeting by
or at the direction of the Chairman or a majority of the Board of Directors
then in office, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before a meeting by a
shareholder, the shareholder must have given timely notice thereof in writing
to the Secretary of the Corporation and the shareholder must be a shareholder
of record at the time such notice is given. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than fifteen (15) days prior to the
meeting. A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (a) a brief
description of the business at the meeting, (b) the name and address, as it
appears on the Corporation's books, of the shareholder proposing such business,
(c) the number of shares of the Corporation's common stock which are
beneficially owned by the shareholder, and (d) any material financial interest
of the shareholder in such business. Notwithstanding anything in these by-laws
to the contrary, no business shall be conducted at any meeting except in
accordance with the procedures set forth in this Section, and if the Chairman
of the meeting so determines, he shall declare to the meeting that any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section, a shareholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section.
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ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of a corporation shall be
managed under the direction of, the Board of Directors, whose meetings shall be
presided over by a Chairman of the Board who shall be elected by the Directors
from among their number and may or may not be an officer of this corporation.
In lieu of the Chairman presiding, the President may preside over such
meetings.
Section 2. Qualification. Directors need not be residents of this
state or shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have
authority to fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties
as a director, including his duties as a member of any committee of the board
upon which he may serve, in good faith, in a manner he reasonably believes to
be in the best interests of the corporation, and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by:
(a) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
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(b) counsel, public accountants or other persons as to matters
which the director reasonably believes to be within such person's professional
or expert competence, or
(c) a committee of the board upon which he does not service, duly
designated in accordance with a provision of the Articles of Incorporation of
this corporation or the bylaws, as to matters within its designated authority,
which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.
Section 5. Presumption of Assent. A director of the corporation who
is present at a meeting of its Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless he votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interest.
Section 6. Number. The numbers of directors which shall constitute
the whole Board of Directors shall be eight (8) and shall be classified with
respect to the time for which they shall severally hold office by dividing them
into three (3) classes, the first class to consist of three (3) directors, the
second class to consist of two (2) directors and the third class to consist of
three (3) directors. All directors of the corporation shall hold office until
their successors are duly elected and qualified. At each annual meeting of the
share-
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holders of the corporation, the successors of the class of directors whose
terms shall expire in that year shall be elected to hold office for a term of
three (3) years to succeed the members of that class of directors whose terms
then expire, and shall hold office until the third following annual meeting of
shareholders and until the election of their respective successors. In the
event the total number of directors is increased to more than eight (8), the
first additional director shall be elected to Class Two, and thereafter
additional directors shall be elected in order to Classes One, Two and Three so
that the number of directors in each class shall be as equal as possible. All
vacancies in the Board of Directors, not voted upon by the Shareholders as
aforesaid, may be filled by the Board of Directors; and directors so elected by
the Board of Directors shall hold office until the next annual meeting of the
shareholders and until their successors are elected and qualified. If there is
more than one vacancy, the electing resolutions shall specify the class to
which a person, to be elected as a director, is being elected. Each
shareholder shall be entitled to vote for the number of directors determined to
be voted upon as aforesaid, showing on said shareholder's ballot the number of
shares represented thereby; and the directors voted upon receiving the vote of
the largest number of shares shall be elected and hold office until their
successors are elected and qualified. It is further provided that the Board of
Directors may elect an Advisory Board, none of whom shall be members of the
Board of Directors, for a term of one (1) year ending on the date of the next
annual meeting of shareholders, which Advisory Board shall perform such duties
as may be designated by the Board of Directors.
Section 7. Election and Term. Any vacancy occurring in the Board of
Directors, whether caused by resignation, death, or otherwise,
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including any vacancy created by reason of an increase in the number of
directors, may be filled by the remaining directors attending a regular,
stated or special meeting called for that purpose, even though less than a
quorum be present. A director thus elected to fill any vacancy shall hold
office for the unexpired term of this predecessor, and until his successor is
elected and qualified, except where such director was elected to fill a vacancy
which does not expire by the next annual meeting of shareholders, in which case
such director shall be required to stand for election at the next annual
meeting of shareholders and shall be elected for such term as the class of
which he is a member is elected as provided in Section 6 of this Article I.
Section 8. Quorum and Voting. Unless otherwise provided in the
Articles of Incorporation of this corporation, a majority of the number of
directors fixed by these bylaws shall constitute a quorum for the transaction
of business. Unless otherwise provided in the Articles of Incorporation of
this corporation, the act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors.
Section 9. Director Conflicts of Interest. No contract or other
transaction between this corporation and one or more of its directors or any
other corporation, firm, association, or entity in which one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because
such director or directors are present at the meeting of the Board of Directors
or a committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
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(a) The fact of such relationships or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve or
ratify such contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or the
shareholders.
Common or interested directors may be counted in determining the
presence of a quorum t a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
Section 10. Executive and Other Committees. The Board of Directors,
by resolution adopted by a majority of the full Board of Directors, may
designate from among its members an executive committee and one or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:
(a) approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders,
(b) designate candidates for the office of director, for purposes
of proxy solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee,
thereof,
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(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board of Directors, or
(f) authorize or approve the issuance or sale of, or any contract
to issue or sell, shares or designate the terms of a series of a class of
shares, except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor,
and, in the case of a series, the designation thereof, may, pursuant to a
general formula or method specified by the Board of Directors, by resolution or
by adoption of a stock option or other plan, authorize a committee to fix the
terms of any contract for the sale of the shares and to fix the terms upon
which such shares may be issued or sold, including, without limitation, the
price, the rate or manner of payment of dividends, provisions for redemption,
sinking fund, conversion, voting or preferential rights, and provisions for
other features of a class of shares, or a series of a class or shares, with
full power in such committee to adopt any final resolution setting forth all
the terms thereof and to authorize the statement of the terms of a series for
filing with the Department of State.
The Board of Directors, by resolution adopted in accordance with this
section, may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members
at any meeting of such committee.
Section 11. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.
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Section 12. Time, Notice and Call of Meetings. Regular Meetings of
the Board of Directors shall be held without notice at each time and place as
the Board of Directors may be resolution from time to time designate. Written
notice of the time and place of special meetings of the Board of Directors
shall be given to each director by either personal delivery or by mail,
telegram or cablegram at least two days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all obligations to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transaction at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
Meeting of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
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hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 13. Action Without a Meeting. Any action required to
be taken at a meeting of the directors of a corporation, or any action which
may be taken at a meeting of the directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, signed by all of the directors, or all the members of the committee, as
the case may be, is filed in the minutes of the proceedings of the board or of
the committee. Such consent shall have the same effect as a unanimous vote.
Section 14. Nomination, Election and Tenure of Directors.
Nominations for the election of Directors may be made by the Board of Directors
or by any shareholder entitled to vote for the election of Directors. Any
shareholder entitled to vote for the election of Directors at a meeting may
nominate persons for election as Directors by giving timely notice thereof in
proper written form to the Secretary accompanied by a petition signed by at
least one hundred (100) record holders of the common stock of the Corporation
which shows the number of shares held by each person and which represent in the
aggregate one percent (1%) of the outstanding shares entitled to vote in the
election of Directors. To be timely, notice shall be delivered to or mailed
and received at the principal executive offices not less than 70 days prior to
the meeting; provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given or made
to the shareholders, to be timely, notice by the shareholder must be received
at the principal executive offices not later than the close of business on the
tenth day following the day on which
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such notice of the date of the meeting was mailed or such public disclosure was
made. To be in proper written form, a shareholder's notice shall set forth in
writing (i) as to each person whom the shareholder proposes to nominate for
election or re-election as a Director, all information relating to such 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 amended, including, without
limitation, such 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 (x) the name and address, as they appear on the
Corporation's books, of such shareholder and (y) the number of shares of the
Corporation which are beneficially owned by such shareholder. At the request of
the Board of Directors, any person nominated by the Board of Directors for
election as a Director shall furnish to the Secretary the information required
to be set forth in a shareholder's notice of nomination which pertains to the
nominee. In the event that a shareholder seeks to nominate one or more
Directors, the Secretary shall appoint one or more inspectors to determine
whether a shareholder has complied with this Section. If the inspectors
determine that a shareholder has not complied with this Section, the Chairman
shall declare to the meeting that a nomination was not made in accordance with
the procedures prescribed by the by-laws, and that the defective nomination
shall be disregarded. Except as provided in Section 7 of this Article II, the
Directors shall be elected at the annual meeting of shareholders and shall hold
office until the next annual meeting and until their successors are elected and
qualified, unless sooner displaced.
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ARTICLE III. OFFICERS
Section 1. Officers. The officers of this corporation shall consist
of a chairman of the Board of Directors, a president, a secretary and a
treasurer, each of whom shall be elected by the Board of Directors at the first
meeting of directors immediately following the annual meeting of shareholders
of this corporation, and shall service until their successors are chosen and
qualify. Such other officers and assistant officers and agents as may be
deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two (2) or more offices may be held by the same person. The
failure to elect a chairman of the Board of Directors, present, secretary or
treasurer shall not affect the existence of this corporation.
Section 2. Duties. The officers of this corporation shall have the
following duties
The Chairman of the Board of Directors shall have general supervisory
authority over the management of the business and affairs of this corporation
subject to the direction of the Board of Directors and shall preside at all
meeting of Shareholders and the Board of Directors of this corporation.
The President shall have general and active management of the business
and affairs of the corporation subject to the directions of the Chairman of the
Board of Directors and the Board of Directors, and in the absence of the
Chairman of the Board shall preside at all meetings of the shareholders and the
Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of Directors, send all
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notices of meetings out, and perform such other duties as may be prescribed by
the Board of Directors or the President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements
and render accounts thereof at the annual meetings of shareholders and whenever
else required by the Board of Directors or the President, and shall perform
such other duties as may be prescribed by the Board of Directors or the
President.
The functions of chief executive office, chief financial officers and
chief accounting officers of this corporation shall be performed by those
officers designated as such by the Board of Directors of this corporation or
its Executive Committee.
Section 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the board whenever in its
judgement the best interests of the corporation will be served thereby.
Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.
Any officer or agent elected or appointed by the President may be
removed by the President.
Any vacancy, however occurring, in any office may be filled by the
Board of Directors.
Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of
an officer or agent shall not of itself create contract rights.
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ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation
shall be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is
fully paid.
Section 2. Form. Certificates representing shares in this
corporation shall be signed by the President or a Senior Vice President or a
Vice President and the Secretary or an Assistant Secretary and may be sealed
with the seal of this corporation or a facsimile thereof. The signatures of
the President or a Vice President and the Secretary or Assistant Secretary may
be facsimiles if the certificate is manually signed on behalf of a transfer
agent or a registrar, other than the corporation itself or an employee of the
corporation. In case any officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issuance.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge a full statement of, such
restrictions.
Each certificate representing shares shall state upon the face
thereof: the name of the corporation; that the corporation is organized under
the laws of this state; the name of the person or persons to whom issued; the
number and class of shares, and the designation of the
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series, if any, which such certificate represents; and the par value of each
share represented by such certificate, or a statement that the shares are
without par value.
Section 3. Transfer of Stock. The corporation shall register a
stock certificate presented to it for transfer if the certificate is properly
endorsed by the holder of record or by his duly authorized attorney, and the
signature of such person has been guaranteed by a commercial bank or trust
company or by a member of the New York or American Stock Exchange or by an
officer of the corporation.
Section 4. Lost, Stolen, or Destroyed Certificates. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (c) gives bond in such form as the
corporation may direct, to indemnify the corporation, the transfer agent, and
registrar against any claim that may be made on account of the alleged loss,
destruction, or theft of a certificate; and (d) satisfies any other reasonable
requirements imposed by the corporation.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records . This corporation shall keep correct
and complete books and records of account and shall keep minutes of the
proceedings of its shareholders, board of directors and committees of
directors.
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This corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a
record of its shareholders, giving the name and addresses of all shareholders,
and the number, class and series, if any, of the shares held by each.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall
have been a holder of record of shares or of voting trust certificates
therefor at least six (6) months immediately preceding his demand or shall be
the holder of record of, or the holder of record of voting trust certificates
for, at least five percent (5%) of the outstanding shares of any class or
series of the corporation, upon written demand stating the purpose thereof,
shall have the right to examine, in person or by agent or attorney, at any
reasonable time or times, for any proper purpose its relevant books and records
of accounts, minutes and records of shareholders and to make extracts
therefrom.
Section 3. Financial Information. Not later than four (4) months
after the close of each fiscal year, this corporation shall prepare a balance
sheet showing in reasonable detail the financial condition of the corporation
as of the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall
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mail to such shareholder or holder of voting trust certificates a copy of the
most recent such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in
the registered office of the corporation in this state, shall be kept for at
least five (5) years, and shall be subject to inspection during business hours
by any shareholder or holder of voting trust certificates, in person or by
agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property
or its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in its Articles
of Incorporation, subject to the following provisions:
(a) Dividends of cash or property may be declared and paid, except
as otherwise provided in this section, only out of the unreserved and
unrestricted earned surplus of the corporation or out of capital surplus,
howsoever arising but each dividend paid out of capital surplus shall be
identified as a distribution of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.
(b) Dividends may be declared and paid in the corporation's own
treasury shares.
(c) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus
of the corporation upon the following conditions:
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(1) If a dividend is payable in shares have a par value, such
shares shall be issued at not less than the par value thereof and there shall
be transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.
(2) If a dividend is payable in shares without par value,
such shares shall be issued at such stated value as shall be fixed by the Board
of Directors by resolution adopted at the time such dividend is paid an amount
of surplus equal to the aggregate stated value so fixed in respect of such
shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.
(d) No dividend payable in shares of any class shall be paid to
the holders of shares of any other class unless the Articles of Incorporation
of this corporation so provide or such payment is authorized by the affirmative
vote or the written consent of the holders of at least a majority of the
outstanding shares of the class in which the payment is to be made.
(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated
capital of the corporation shall not be construed to be a share dividend within
the meaning of this section.
(f) Subject to any restriction in the Articles of Incorporation of
this corporation, if this corporation is engaged in the business of holding
assets which are depreciable in nature, dividends may be declared and paid in
cash of the current value of the net cash assets of this corporation as
determined by this corporation by resolution of its board of directors, based
upon a current fair valuation or other method that is reasonable in the
circumstances; but each such dividend shall be
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identified as a distribution of such current value of the net assets, and the
amount per share paid from such current value of the net assets shall be
disclosed to the shareholders receiving the dividends concurrently with the
distribution thereof.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the following:
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
Corporate SEAL
1968
Florida
ARTICLE VIII. INDEMNIFICATION OF CERTAIN PERSONS BY THE CORPORATION
Section 1. The corporation shall indemnify and otherwise hold
harmless any director, officer, employee or agent of the Corporation or any
former director, officer, employee or agent of the corporation or any person
who is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any and all cause and causes of action, whether civil
or criminal, whether instituted or threatened, and any other proceeding whether
administrative, criminal or civil, whether instituted or threatened, or other
liabilities, losses, costs, and damages, fines and settlement costs, of
whatsoever kind or nature, including but not limited to any reasonable
attorneys' fees and expenses, incurred in connection with the execution of his
duties or the exercise of his discretion as such director, officer, employee or
agent,
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except where the same has been judicially determined to be due to gross
negligence or willful misconduct of such person. Nevertheless, provided that
the corporation shall be given reasonable notice by such person of any such
action or causes of action or proceedings or the threat thereof and be given
reasonable opportunity to assume the defense against the same and to indemnify
and hold harmless such person therefrom.
Section 2. In addition to the indemnification provided in Section 1,
above, such director, officer, employee or agent shall be entitled as a matter
of right and the corporation shall be obligated to indemnify such person to the
fullest extent as is provided and allowed pursuant to the law of the State of
Florida as it shall be enacted at the time such indemnification is to be made.
Section 3. The aforesaid indemnification provisions contained in
Section 1. and 2. above shall not be exclusive but shall be in addition to any
right of indemnification which such aforesaid director, officer, employee or
agent shall be entitled to as a matter of law or pursuant to contract or
otherwise.
Section 4. The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.
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ARTICLE IX. AMENDMENT
Unless otherwise provided by the Articles of Incorporation of this
corporation, these bylaws may be repealed or amended, and new bylaws may be
adopted, by either the Board of Directors or the shareholders, but the Board of
Directors may not amend or repeal any bylaw adopted by shareholders if the
shareholders specifically provide such bylaw not subject to amendment or repeal
by the Board of Directors.
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