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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) July 30, 1998
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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 July 30, 1998, which is
filed as Exhibit 3 to this report, which exhibit is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
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<S> <C>
3.2 By-Laws of American Heritage
Life Investment Corporation,
as Amended and Restated,
dated July 30, 1998
</TABLE>
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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: August 11, 1998 By: /s/Christopher A. Verlander
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Christopher A. Verlander
Vice Chairman and Corporate
Secretary
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EXHIBIT INDEX
The following designated exhibit is filed herewith:
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<CAPTION>
Exhibit
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<S> <C>
3.2 By-Laws of American Heritage Life
Investment Corporation, as Amended
and Restated, dated July 30, 1998
</TABLE>
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EXHIBIT 3.2
BYLAWS
OF
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
AS AMENDED AND RESTATED
dated
JULY 30, 1998
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 Chairman of the Board of Directors, 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. If a
special meeting is called at the written request of stockholders, such request
shall state with specificity the purpose or purposes of such meeting and the
matters proposed to be acted on. Any business of the Company transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice thereof. The call for the meeting shall be issued by the Secretary,
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unless the Chairman of the Board of Directors, President, Board of Directors, or
shareholders requesting the meeting shall designate another person to do so.
Section 3. Place. Meetings of the shareholders may be held within 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 Chairman of the Board of Directors, 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
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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.
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
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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 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
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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 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
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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 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.
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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 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
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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 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 action
required 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
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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
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
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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 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 seventy (70) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that the date of the meeting is not publicly announced by the
Corporation by mail, press release or otherwise more than seventy (70) days
prior to the meeting, notice by the stockholder to be timely must be delivered
to the Secretary of the Corporation not later than the close of business on the
tenth (10th) day following the day on which such announcement of the date of the
meeting was made. 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 desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and
address, as it appears on the Corporation's books, of the
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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 14, 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 14, 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.
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.
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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,
(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.
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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 nine (9) 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 three (3) 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
shareholders 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 nine (9), the first
additional director shall be elected to Class One, and thereafter each
additional director shall be elected in order to Classes 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
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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, 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 II.
Section 8. Quorum and Voting. Unless otherwise provided in the
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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:
(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 at a meeting of the Board of Directors or a
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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,
(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
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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.
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
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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 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.
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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 seventy (70) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less than
seventy (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 (10th) day following the day on which 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
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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 14. If the inspectors shall
determine that a shareholder has not complied with this Section 14, the Chairman
shall declare to the meeting that a nomination was not made in accordance with
the procedures prescribed by the by-laws, and the Chairman shall so declare to
the meeting and the defective nomination shall be disregarded. Except as
provided in Section 7 of this Article II, a Director shall be elected at the
annual meeting of shareholders at which the Class in which such Director is a
member is standing for election and shall hold office for a term of three (3)
years as provided in Section 6 of this Article II and until his or her successor
is elected and qualified, unless sooner displaced. Directors are eligible for
re-election, and a Director may resign at any time by giving written notice to
the Company.
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
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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
meetings 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 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
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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
judgment 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.
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.
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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 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
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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.
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
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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 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
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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.
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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:
(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
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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 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.
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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, 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
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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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