UNITED STATES
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 December 18, 1997
(Date of earliest event reported)
ALLIED Group, Inc.
(Exact name of registrant as specified in its chapter)
Iowa 0-14243 42-0958655
(State of other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) Fine Number) Identification No.)
701 Fifth Avenue, Des Moines, Iowa 50391-2000
(Address of principal executive offices) (Zip Code)
515-280-4211
(Registrant's telephone number including area code)
The total number of pages contained herein is 25.
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Item 5. Other Events.
On December 18, 1997, the Board of Directors of ALLIED Group, Inc. amended its
Bylaws to provide for advance notification of director nominations and
stockholder proposals, and in addition, made a conforming Bylaw amendment with
the Iowa Business Corporation Act. The Bylaw amendments are filed as Exhibit 3.2
to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
3.2 Bylaws of the Company as of July 9, 1991, as amended March 3, 1992,
December 2, 1992, October 14, 1993, December 14, 1994, March 4, 1997,
and December 18, 1997.
SIGNATURES
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.
ALLIED Group, Inc.
(Registrant)
/s/ Jamie H. Shaffer
-------------------------------------------------------------
Jamie H. Shaffer, Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Date: January 5, 1998
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Exhibit 3.2
ALLIED GROUP, INC.
Board of Directors
December 18, 1997
WHEREAS, the Iowa legislature amended Iowa Code ss.490.702 to provide
that a corporation having its stock listed on a national securities exchange is
required to hold a special meeting of stockholders upon the demand of the
holders of at least fifty percent, rather than ten percent, of all the votes
entitled to be cast on any issue proposed to be considered at the meeting;
IT IS THEREFORE RESOLVED, that Section 3.2 of the Bylaws of the
Corporation be amended to delete the words "ten percent" and to insert in
replacement the words "fifty (50) percent".
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ALLIED Group, Inc.
Amendment to the Bylaws
December 18, 1997
RESOLVED, that the Bylaws of the Corporation are hereby amended by
adding the following new Sections 3.13 and 3.14:
Section 3.13 Director Nominations. Only persons who are
nominated in accordance with the following procedures are eligible for
election as directors. Nominations of persons for election as directors
of the Corporation may be made by or at the direction of the board of
directors, by any nominating committee or person appointed to make
nominations by the board of directors, or by any stockholder of the
Corporation entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth in this
section. Any stockholder entitled to vote for the election of directors
may nominate a person or persons for election as director only if
written notice of such stockholder's intent is delivered to the
Secretary of the Corporation at the principal executive offices of the
Corporation (i) with respect to an election to be held at an annual
meeting of stockholders, not later than ninety (90) days prior to the
first anniversary of the preceding year's annual meeting and (ii) with
respect to an election to be held at a special meeting of stockholders
for the election of directors, not later than ten (10) days following
the date on which public announcement of the date of such meeting is
first made. "Public announcement" means disclosure in a press release
reported by the Dow Jones News Service, Associated Press, or comparable
national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). In the event that the date of the annual
meeting is advanced by more than thirty (30) days or delayed by more
than sixty (60) days from the anniversary date of the preceding year's
annual meeting, notice by the stockholder must be delivered not later
than ninety (90) days prior to such annual meeting or the tenth (10th)
day following the day on which public announcement of the date of such
meeting is first made.
Such stockholder's notice shall set forth: (i) the name and
address of the stockholder who intends to make the nomination, (ii) the
name, address, age, and principal occupation or employment of the
person or persons to be nominated; (iii) a representation that the
stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice;
(iv) the number and class of shares of the Corporation which are owned
by such stockholder and the beneficial owner, if any; (v) the number
and class of shares, if any, beneficially owned by the nominee; (vi) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the stockholder; (vii) such person's written consent
to being named in a proxy statement as a nominee and to serving as a
director if nominated; and (viii) such other information regarding each
nominee that is required to be disclosed in connection with the
solicitation of proxies for the election of directors pursuant to
Regulation 14A under the Exchange Act. The Corporation may require any
proposed nominee to furnish additional information as reasonably
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required by the Corporation to determine the eligibility of the
proposed nominee to serve as a director of the Corporation. No person
shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this section.
The Chairman of the Board or other person presiding at a meeting of
stockholders, shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the
procedures prescribed by these Bylaws, and following any such
determination, the defective nomination shall be disregarded.
Section 3.14 Proposals by Stockholders. At an annual meeting
of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be: (i) specified in the notice
of the meeting (or any supplement thereto) given by or at the direction
of the board of directors; (ii) otherwise properly brought before the
meeting by or at the direction of the board of directors; or (iii)
otherwise properly brought before the meeting by a stockholder of the
Corporation who was a stockholder of record at the time of giving of
notice provided for in this section, who is entitled to vote at the
meeting, and who complied with the notice procedures set forth in this
section. For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation at the principal
executive offices of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation not less than ninety (90) days
prior to the first anniversary of the preceding year's meeting;
provided however, that in the event that the date of the annual meeting
is advanced by more than thirty (30) days or delayed by more than sixty
(60) days from such anniversary date, notice by the stockholder, to be
timely, must be so delivered not later than the ninetieth (90th) day
prior to such annual meeting or the tenth (10th) day following the day
on which public announcement of the date of such meeting is first made.
"Public announcement" shall mean disclosure in a press release reported
by the Dow Jones New Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Sections 13, 14, or
15(d) of the Exchange Act.
Such stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting; (ii) any
material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; (iii)
as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the proposal is made (A) the name and address of
such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (B) the class and number of shares of the
Corporation which are owned beneficially and of record by such
stockholder and such beneficial owners; and (iv) in the event that such
business includes a proposal to amend the Bylaws of the Corporation,
the language of the proposed amendment. Notwithstanding anything in
these Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with this section, and the Chairman
of the Board or other person presiding at an annual meeting of
stockholders, shall, if the facts warrant, determine and declare to the
meeting that the stockholder proposal was not properly brought before
the meeting in accordance with the foregoing procedures, and following
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any such determination, the stockholder proposal shall not be acted
upon. In addition to the provisions of this paragraph, a stockholder
shall also comply with all applicable requirements of the Exchange Act
and the rules and regulations thereunder with respect to the matters
set forth herein. Nothing in these Bylaws shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.
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ALLIED GROUP, INC.
Amendment to the Bylaws
March 4, 1997
RESOLVED, that the Bylaws of the Corporation are hereby amended by
revising Section 5.1 to read as follows:
Section 5.1 Generally. The officers of the corporation shall be a
President, one or more Vice Presidents (the number thereof to be determined by
the board of directors), a Secretary, a Treasurer, and such other officers as
may from time to time be appointed by the board of directors. None of the
officers need be a director. One person may hold the offices and perform the
duties of any two or more of said offices. In its discretion, the board of
directors may delegate the powers and duties of any officer to any other officer
or agent, notwithstanding any provisions of these bylaws, and the board of
directors may leave unfilled for any such period as it may fix, any office
except those of President, Treasurer, and Secretary. The officers of the
Corporation shall be appointed annually by the board of directors at the annual
meeting thereof. Each such officer shall hold office until the next succeeding
annual meeting of the board of directors until his successor shall be duly
chosen and shall qualify or until he or she shall resign or shall have been
removed.
FURTHER RESOLVED, that the Bylaws of the Corporation are hereby amended
by revising Section 5.3 to read as follows:
Section 5.3 Powers and Duties of the Office of the President. The
President shall be the chief executive officer of the Corporation. Subject to
the provisions of these Bylaws and to the direction of the board of directors,
he or she shall have the responsibility for the general management and control
of the business affairs of the Corporation and shall perform all duties and have
all powers which are commonly incident to the office of chief executive or which
are delegated to him or her by the board of directors. He or she will have the
power to sign all stock certificates, contracts, and other instruments of the
Corporation which are authorized and shall have general supervision and
direction of all of the other officers, employees, and agents of the
Corporation.
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ALLIED GROUP, INC.
Amendments to the Bylaws
December 14, 1994
RESOLVED, that the Bylaws of the Corporation are hereby amended by
revising Section 5.1 to delete Chairman as an officer position, and such amended
Section 5.1 shall read as follows:
Section 5.1 Generally. The officers of the Corporation shall be one or
more Presidents (the number thereof to be determined by the board of directors),
one or more Vice Presidents (the number thereof to be determined by the board of
directors), a Secretary, a Treasurer, and such other officers as may from time
to time be appointed by the board of directors. None of the officers need be a
director. One person may hold the offices and perform the duties of any two or
more of said offices. In its discretion, the board of directors may delegate the
powers or duties of any officer to any other officer or agent, notwithstanding
any provisions of these bylaws, and the board of directors may leave unfilled
for any such period as it may fix, any office except those of President,
Treasurer, and Secretary. The officers of the Corporation shall be appointed
annually by the board of directors at the annual meeting thereof. Each such
officer shall hold office until the next succeeding annual meeting of the board
of directors until his successor shall be duly chosen and shall qualify or until
his or her death or until he or she shall resign or shall have been removed from
office.
FURTHER RESOLVED, that the Bylaws of the Corporation are hereby amended
by the deletion of Section 5.3 (Powers and Duties of the Chairman of the Board);
that Sections 5.4 through 5.8 shall be renumbered as Section 5.3 through 5.7;
and that the first sentence of Section 7.4 which references Section 5.5 shall be
amended to reference Section 5.4.
FURTHER RESOLVED, that the Bylaws of the Corporation are hereby amended
by deleting renumbered Section 5.3 and inserting in lieu thereof the following:
Section 5.3 Powers and Duties of the Office of the President. The
Office of the President shall consist of one or more individuals who shall serve
in the capacity of President of the Corporation. Subject to the provisions of
these bylaws and to the direction of the board of directors, the member(s) of
the Office of President shall have the responsibility for the general management
and control of the business and affairs of the Corporation and shall perform all
duties and have all powers which are delegated to him or her by the board of
directors. The member(s) of the Office of the President shall have the power to
sign all stock certificates, certificates, contracts and other instruments of
the Corporation and shall have general supervision and direction of all of the
other officers, employees, and agents of the Corporation.
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AMENDMENT TO ALLIED GROUP, INC. BYLAWS
October 14, 1993
Article 4, Section 4.16(c)
The Board of Directors at each annual meeting shall appoint a
Coordinating Committee to consist of two members of the Board of Directors, who
do not serve on the Board of Directors of ALLIED Mutual Insurance Company or
ALLIED Life Financial Corporation. The Coordinating Committee shall be
responsible for matters involving actual or potential conflicts of interest, if
and when they arise, between ALLIED Mutual Insurance Company, ALLIED Life
Financial Corporation, and the Corporation.
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ALLIED GROUP, INC.
Amendment to the Bylaws
December 2, 1992
Section 4.16(f)
The Board of Directors hereby establishes a Compensation Committee to
consist of at least two directors designated by the Board of Directors at each
annual meeting, who shall be independent directors. The Compensation Committee
shall be and is hereby authorized to approve all compensation and benefits,
including but not limited to the following (i) to review, establish, and approve
changes in salaries of all employees of the Corporation including those of the
executive officers and the chief executive officer, (ii) to review and approve
salary administrative plans and programs and changes therein, (iii) to develop,
administer, modify, amend, or terminate any and all stock purchase, stock
option, benefit, bonus, incentive, or compensation plans of the Corporation
(except for the Outside Director Stock Purchase Plan), (iv) to amend or modify
the ESOP, changes of the ESOP Trustee, direction or modification in the voting
of allocated and unallocated shares, or increases or decreases in the amount of
assets held or debt incurred by the ESOP, and (iv) perform such other functions
as the terms of any such plan may require.
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AMENDMENT TO ALLIED GROUP, INC BYLAWS AS OF MARCH 3, 1992
Section 3.8 Voting Shares
(a) Every stockholder entitled to vote may vote in person or by proxy.
Except as otherwise provided by law, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders. Unless otherwise provided by law, at each meeting for
election of directors, each stockholder entitled to vote shall be entitled to
vote the number of shares owned by the stockholder for as many persons as there
are directors to be elected and for whose election such stockholder has a right
to vote, and directors shall be elected by a majority of the votes cast.
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BYLAWS
OF
ALLIED GROUP, INC.
(an Iowa Corporation)
(hereinafter referred to as "Corporation")
ARTICLE 1
PRINCIPAL OFFICE
The principal office of the Corporation shall be located in Des Moines,
Polk County, Iowa or as identified in the most recent annual report filed by the
Corporation with the Iowa Secretary of State.
ARTICLE 2
NUMBER OF DIRECTORS
The number of directors shall be such number as the board of directors
shall at the time have designated, but not less than five (5) persons nor more
than thirteen (13) persons.
ARTICLE 3
MEETINGS OF STOCKHOLDERS
Section 3.1 Annual Meeting. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held during the month of May each year
at the principal office of the Corporation (unless otherwise fixed by the board
of directors) at such time as the board of directors shall each year fix.
Section 3.2 Special Meetings. Special meetings of the stockholders for
any purpose of purposes, unless otherwise prescribed by the Iowa Business
Corporation Act or the Articles of Incorporation, may be called by the President
or the board of directors and shall be called by the board of directors upon the
written demand, signed, dated, and delivered to the Secretary, of the holders of
at least ten percent of all the votes entitled to be cast on any issue proposed
to be considered at the meeting. Such written demand shall state the purpose or
purposes for which such meeting is to be called. The time, date, and place of
any special meeting shall be determined by the board of directors or, at its
direction, by the President.
Section 3.3 Notice of Meetings. Notice of (i) the place, date and time
of all meetings of stockholders; (ii) if applicable law so requires, the initial
authorization or issuance, subsequent to the next preceding stockholders
meeting, of shares for promissory notes or promises to render services in the
future; (iii) any indemnification of a director required by law to be reported
to stockholders; and (iv) 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) days nor more than sixty (60) days before the date of the meeting to each
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13
stockholder entitled to vote at such meeting and to such other stockholders as
are required by law to be given such notice. The board of directors may
establish a record date for the determination of stockholders entitled to
notice, as provided in Section 6.9 of these bylaws. Notice of adjourned meetings
need only be given if required by law or Section 3.6 of these bylaws.
Section 3.4 Waiver of Notice.
(a) A written waiver of notice of any meeting of the stockholders
signed by any stockholder entitled to such notice, whether before or after the
time stated in such notice for the holding of such meeting, shall be equivalent
to the giving of such notice to such stockholder in due time as required by law
and these bylaws.
(b) A stockholder's attendance at any stockholders meeting, in person
or by proxy, waives (i) giving of notice of such meeting and irregularities in
any notice given, unless the stockholder at the beginning of the meeting or
promptly upon the stockholder's arrival objects to holding the meeting or
transacting business at the meeting, and (ii) objection to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the stockholder objects to considering
the matter when it is presented.
Section 3.5 Voting List. After fixing a record date for a meeting, the
Secretary shall prepare an alphabetical list of the names of all stockholders
who are entitled to notice of the stockholders meeting. The list must be
arranged by voting group and within each voting group by class or series of
shares, and show the address of and number of shares held by each stockholder.
The stockholders list must be available for inspection by any stockholder
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing through the meeting at the Corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held. A stockholder, or a stockholder's agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of law, to copy the list during the period it is available for
inspection during regular business hours and at the person's expense. The
Corporation shall make the stockholders list available at the meeting, and any
stockholder, or a stockholder's agent or attorney, is entitled to inspect the
list at any time during the meeting or any adjournment.
Section 3.6 Quorum.
(a) At any meeting of the stockholders, a majority of the votes
entitled to be cast on the matter by a voting group constitutes a quorum of that
voting group for action on that matter, unless the representation of a different
number is required by law, and in that case, the representation of the number so
required shall constitute a quorum. If a quorum shall fail to attend any
meeting, the chairman of the meeting or a majority of the votes present may
adjourn the meeting to another place, date, or time.
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(b) When a meeting is adjourned to anther place, date, or time, notice
need not be given of the adjourned meeting if the place, date, and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than one hundred
twenty (120) days after the date for which the meeting was originally noticed,
or if a new record date is fixed for the adjourned meeting, notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 3.7 Organization.
(a) The Chairman of the Board or such person as the board of directors
may have designated or, in the absence of such a person, the President or, in
his or her absence, such person as shall be designated by the holders of a
majority of the shares present at the meeting shall call meetings of the
stockholders to order and shall act as chairman of such meetings.
(b) The Secretary of the Corporation shall act as Secretary at all
meetings of the stockholders, but in the absence of the Secretary at any meeting
of the stockholders, the presiding officer may appoint any person to act as
Secretary of the meeting.
Section 3.8 Voting of Shares.
(a) Every stockholder entitled to vote may vote in person or by proxy.
Except as otherwise provided by law, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders. Unless otherwise provided by law, at each meeting for
election of directors, each stockholder entitled to vote shall be entitled to
vote the number of shares owned by the stockholder for as many persons as there
are directors to be elected and for whose election such stockholder has a right
to vote, and directors shall be elected by a plurality of the votes cast.
(b) The stockholders having the right to vote shares at any meeting
shall only be those of record on the stock books of the Corporation on the
record date fixed pursuant to the provisions of Section 6.9 of these bylaws or
by law.
(c) Absent special circumstances, the shares of the Corporation held by
another corporation, if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by the Corporation,
shall not be voted at any meeting.
(d) Voting by stockholders on any question or any election may be viva
voce unless the chairman of the meeting shall order or any stockholder shall
demand that voting be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting or in the stockholder's name by proxy, if there
be such proxy, and shall state the number of shares voted by such stockholder.
(e) If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless a
greater number is required by law.
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Section 3.9 Voting by Proxy or Representative.
(a) At all meetings of the stockholders, a stockholder entitled to vote
may vote in person or by proxy appointed in writing and filed in accordance with
the procedure established for the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
(b) Shares held by an administrator, executor, guardian, conservator,
receiver, trustee, pledgee, or another corporation may be voted as provided by
law.
Section 3.10 Inspectors. The board of directors in advance of any
meeting of stockholders may, but shall not be obliged to, appoint inspectors to
act at such meeting or any adjournment thereof. If inspectors are not so
appointed, the officer of person acting as chairman of any such meeting may, and
on the request of any stockholder or his or her proxy shall, make such
appointment. In case any person appointed as inspector shall fail to appear or
act, the vacancy may be filled by appointment made by the board of directors in
advance of the meeting or at the meeting by the officer or person acting as
chairman. The inspectors shall register proxies; determine the number of shares
outstanding; the voting power of each; the shares represented at the meeting;
the existence of a quorum; the authenticity, validity, and effect of proxies;
receive votes, ballots, assents, or consents; hear and determine all challenges
and questions in any way arising in connection with the vote; count and tabulate
all votes assents, and consents; determine and announce the result; and do such
acts as may appear proper to conduct the election or vote with fairness to all
stockholders. The maximum number of such inspectors appointed shall be three,
and no inspector whether appointed by the board of directors or by the officer
or person acting as chairman need be a stockholder.
Section 3.11 Consent of Stockholders in Lieu of Meeting. Any action
required or permitted by law to be taken at a meeting of the stockholders may be
taken without a meeting if one or more consents in writing setting forth the
action so taken shall be signed by the holders of outstanding shares having not
less than ninety percent of the votes entitled to be cast at a meeting at which
all shares entitled to vote on the action were present and voted, and are
delivered to the Corporation for inclusion in the minutes.
Section 3.12 Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and procedure at the meeting,
including such regulation of the manner of voting and the conduct of business as
seem to him or her to be in order.
ARTICLE 4
BOARD OF DIRECTORS
Section 4.1 Qualifications and General Powers. No director is required
to be an officer, stockholder, or employee of the Corporation or a resident of
the State of Iowa. The business and affairs of the Corporation shall be managed
by the board of directors. The board of directors may authorize any officer or
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officers, agent or agents, to enter into any contract or to execute and deliver
any instrument in the name and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Section 4.2 Increase in Number of Directors; Tenure; Staggered Terms.
In case the number of directors is increased by thirty percent or less of the
number of directors last approved by the stockholders, by amendment to these
bylaws by the board of directors or by resolution of the board of directors, the
directorships to be filled by reason thereof may be filled by the affirmative
vote of a majority of the directors, though less than a quorum of the board of
directors. Any director so elected shall serve only until the next election of
directors by the stockholders. Each director shall hold office until the next
succeeding annual meeting and until his or her successor shall have been elected
and qualifies or until his or her death, resignation, or removal. The directors
are divided into three classes, each class to be nearly equal in number as
possible, and are elected for three-year terms.
Section 4.3 Quorum and Manner of Acting. A majority of the number of
directors then holding office shall constitute a quorum for the transaction of
business, but if at any meeting of the board there be less than a quorum
present, a majority of the directors present may adjourn the meeting from time
to time until a quorum shall be present. Notice of any adjourned meeting need
not be given. At all meetings of directors at which a quorum is present, the act
of the majority of the directors present shall be the act of the board of
directors.
Section 4.4 Resignation. Any director of the Corporation may resign at
any time by giving written notice to the board of directors, its chairman, or
the Corporation. The resignation of any director shall take effect upon delivery
of notice thereof or at such later date as shall be specified in such notice,
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 4.5 Removal. A director shall be subject to removal, with or
without cause, at a meeting of the stockholders called for that purpose in the
manner prescribed by law.
Section 4.6 Vacancies. Any vacancy occurring in the board of directors
through death, resignation, removal, or any other cause may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the board of directors. A director elected to fill a vacancy shall be
elected only until the next election of directors by the stockholders.
Section 4.7 Compensation of Directors. The directors shall be entitled
to be reimbursed for any expenses paid by them on account of attendance at any
regular or special meeting of the board of directors, and the board may fix the
compensation of directors from time to time by resolution of the board.
Section 4.8 Place of Meetings, etc. The board of directors may hold its
meetings and keep the books and records of the Corporation at its principal
office (except that the record of its stockholders must also be kept as provided
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in Section 3.5 of these bylaws) or at such other place or places within or
without the State of Iowa as the board may from time to time determine. A
director may participate in any meeting by any means of communication, including
but not limited to, a telephone conference call by which all directors
participating may simultaneously hear each other during the meeting.
Section 4.9 Annual Meeting. Immediately after the final adjournment of
each annual meeting of the stockholders for the election of directors, the board
of directors shall meet, at the same place where said meeting of stockholders
finally adjourned, for the purpose of organization, the election of officers,
and the transaction of other business. Notice of such meeting need not be given.
Such meeting may be held at any other time or place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors or in a consent and waiver of notice thereof signed by all directors,
at which meeting the same matters shall be acted upon as is above provided.
Section 4.10 Regular Meetings. Regular meetings of the board of
directors shall be held at such place and at such times as the board of
directors shall by resolution fix and determine from time to time. No notice
shall be required for any such regular meeting of the board.
Section 4.11 Special Meetings; Notice.
(a) Special meetings of the board shall be held whenever called by
direction of the Chairman of the Board, the President, or one-third (1/3) of the
directors at the time being in office.
(b) Notice of each such meeting shall be delivered to each director at
least two (2) days before the date on which the meeting is to be held by mail,
telegraph, cable, radio, or wireless, or personally or by telephone. Each notice
shall state the time and place of the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting. At
any meeting at which every director shall be present, even without any notice,
any business may be transacted.
Section 4.12 Substitutes for Notice. A written waiver of notice signed
by a director, whether before or after the time of the meeting stated therein,
shall be equivalent to the giving of such notice in due time as required by
these bylaws. Attendance of a director at or participation in a meeting shall
constitute a waiver of notice of such meeting, unless the director at the
beginning of the meeting or promptly upon arrival objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.
Section 4.13 Director's Assent Presumed. 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 the director's dissent shall be entered in the minutes of the meeting or
unless the director shall file a written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered or certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
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Section 4.14 Order of Business.
(a) At meetings of the board of directors, business shall be transacted
in such order as, from time to time, the Chairman of the board of directors or
the board of directors may determine.
(b) At all meetings of the board, the Chairman of the Board or, in his
or her absence, the person designated by the vote of a majority of the directors
present shall preside.
Section 4.15 Action Without Meeting. Any action required or permitted
by law to be taken at any meeting of the board of directors may be taken without
a meeting if the action is taken by all members of the board and if one or more
consents in writing setting forth the action so taken shall be signed by all of
the directors then in office and included in the minutes.
Section 4.16 Committees.
(a) The board of directors, by resolution adopted by the affirmative
vote of a majority of the number of directors then in office, may establish one
or more committees, including an executive committee, each committee to consist
of two (2) or more directors appointed by the board of directors. Any such
committee shall serve at the will of the board of directors. Each such committee
shall have the powers and duties delegated to it by the board of directors. The
board of directors may elect one or more of its members as alternate members of
any such committee who may take the place of any absent member or members at any
meeting of such committee, upon request by the President or the chairman of such
committee. Each such committee shall fix its own rules governing the conduct of
its activities as the board of directors may request.
(b) The Corporation shall have a committee of the board of directors
known as the Executive Committee made up of at least two persons, with the
number to be established by the board of directors at each annual meeting. The
Executive Committee shall have and exercise all authority of the board of
directors in the management of the business and affairs of the Corporation
except that the Executive Committee shall not:
(1) authorize distributions;
(2) approve or propose to stockholders action that is required
by law to be approved by stockholders;
(3) fill vacancies on the board of directors or on any of its
committees;
(4) amend articles of incorporation;
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring stockholder
approval;
(7) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the board of directors;
and
(8) authorize or approve the issuance or sale or contract for
sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except
according to limitations prescribed by the board of directors.
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(c) The Board of Directors at each annual meeting shall appoint a
Coordinating Committee to consist of two members of the Board of Directors, who
do not serve on the Board of Directors of ALLIED Mutual Insurance Company. The
Coordinating Committee shall meet on an as-needed basis upon the call of the
Chairman of the Board of Directors. The Coordinating Committee shall be
responsible for matters involving actual or potential conflicts of interest, if
and when they arise, between the Corporation and ALLIED Mutual Insurance Company
and shall report thereon to the Board of Directors.
(d) The Corporation shall have a committee of the board of directors
known as the Audit Committee made up of at least two persons, with the number to
be established by the board of directors at each annual meeting. The majority of
the members of the Audit Committee shall be independent directors. The Audit
Committee shall evaluate the Corporation's systems of internal control and test
for compliance therewith on a continuing basis and shall report its findings to
the board of directors at least annually.
(e) A committee of the board shall not: (i) authorize distributions by
the Corporation; (ii) approve or propose to stockholders of the Corporation
action that the law requires be approved by stockholders; (iii) fill vacancies
on the board of directors of the Corporation or on any of its committees; (iv)
amend the articles of incorporation of the Corporation; (v) adopt, amend, or
repeal bylaws of the Corporation; (vi) approve a plan of merger not requiring
stockholder approval; (vii) authorize or approve reacquisition of shares by the
Corporation, except according to a formula or method prescribed by the board of
directors; or (viii) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights, preferences,
and limitations of a class or series of shares, except that the board of
directors may authorize a committee or a senior executive officer of the
Corporation to do so within limits specifically prescribed by the board of
directors.
(f) The board of directors at each annual meeting shall appoint a
member or members of the board of directors to the Compensation Committee
provided for in the ALLIED Group Intercompany Operating Agreement dated January
1, 1990, as amended from time to time ("IOA"). The Compensation Committee as set
forth in the IOA shall be a joint committee of the boards of directors of the
Corporation and ALLIED Mutual Insurance Company. The board of directors also may
appoint a separate Compensation Committee for any other purpose, and the members
thereof may include but need not be limited to those members appointed to the
IOA Compensation Committee.
ARTICLE 5
OFFICERS
Section 5.1 Generally. The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents (the number
thereof to be determined by the board of directors), a Secretary, a Treasurer
and such other officers as may from time to time be appointed by the board of
<PAGE>
20
directors. None of the officers, except the Chairman of the Board, need be a
director. One person may hold the offices and perform the duties of any two or
more of said offices. In its discretion, the board of directors may delegate the
powers or duties of any officer to any other officer or agent, notwithstanding
any provision of these bylaws, and the board of directors may leave unfilled for
any such period as it may fix any office except those of President, Treasurer,
and Secretary. The officers of the Corporation shall be appointed annually by
the board of directors at the annual meeting thereof. Each such officer shall
hold office until the next succeeding annual meeting of the board of directors
and until his or her successor shall have been duly chosen and shall qualify or
until his or her death or until he or she shall resign or shall have been
removed.
Section 5.2 Removal. Any officer may be removed by the board of
directors, with or without cause, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.
Section 5.3 Powers and Duties of the Chairman of the Board. The
Chairman of the Board shall preside at all meetings of the board at which he or
she may be present and shall have such other powers and duties as he or she may
be called upon by the board of directors to perform.
Section 5.4 Powers and Duties of the President. The President shall be
the chief executive officer of the Corporation. Subject to the provisions of
these bylaws and to the direction of the board of directors, he or she shall
have the responsibility for the general management and control of the business
and affairs of the Corporation and shall perform all duties and have all powers
which are commonly incident to the office of chief executive or which are
delegated to him or her by the board of directors. He or she shall have power to
sign all stock certificates, contracts, and other instruments of the Corporation
and shall have general supervision and direction of all of the other officers,
employees, and agents of the Corporation.
Section 5.5 Powers and Duties of the Vice Presidents. In the absence of
the President or in the event of his or her death or inability or refusal to
act, the Vice President (or in the event there is more than one Vice President,
the Vice Presidents in the order designated by the President, the Executive
Committee, or the board of directors) shall perform the duties of the President
and when so acting shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign, with the Secretary
or Assistant Secretary, certificates for shares of the Corporation and shall
perform such other duties and have such authority as from time to time may be
assigned to such Vice President by the President or by the board of directors.
Section 5.6 Powers and Duties of the Secretary. The Secretary shall
keep minutes of all meetings of the stockholders and of the board of directors;
authenticate records of the Corporation and attend to giving and serving all
notices of the Corporation as provided by these bylaws or as required by law; be
custodian of the corporate seal, the stock certificate books, and such other
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21
books, records, and papers as the board of directors may direct and see that the
corporate seal is affixed to all stock certificates and to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized; keep a stock record showing the names of all persons who are
stockholders of the Corporation, their post office addresses as furnished by
each such stockholder, and the number of shares of each class of stock held by
them respectively and, at least ten (10) days before each stockholders meeting,
prepare a complete list of stockholders entitled to vote at such meeting
arranged in alphabetical order; sign with the President or a Vice President
certificates for shares of the Corporation, the issuance of which shall have
been duly authorized; and in general, perform all duties incident to the office
of Secretary and such other duties as from time to time may be assigned to the
Secretary by the President or the board of directors.
Section 5.7 Powers and Duties of The Treasurer. The Treasurer shall
have custody of and be responsible for all monies and securities of the
Corporation and shall keep full and accurate records and accounts in books
belonging to the Corporation showing the transactions of the Corporation, its
accounts, liabilities, and financial condition and shall see that all
expenditures are duly authorized and are evidenced by proper receipts and
vouchers; deposit in the name of the Corporation in such depository or
depositories as are approved by the directors all monies that may come into the
Treasurer's hands for the Corporation's account; render an account of the
financial condition of the Corporation at least annually; and in general,
perform such duties as may from time to time be assigned to the Treasurer by the
President or by the board of directors.
Section 5.8 Assistants. There shall be such number of Assistant
Secretaries and Assistant Treasurers as the board of directors may from time to
time authorize and appoint. The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or by the President or the board of
directors. The board of directors shall have the power to appoint any person to
act as assistant to any other officer, or to perform the duties of any other
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer so appointed shall have the
power to perform all the duties of the office to which he or she is so appointed
to be assistant or as to which he or she is so appointed to act, except as such
power may be otherwise defined or restricted by the board of directors.
ARTICLE 6
SHARES, THEIR ISSUANCE AND TRANSFER
Section 6.1 Consideration for Shares. The board of directors may
authorize shares to be issued for consideration consisting of any tangible or
intangible property or benefit to the Corporation, including cash, promissory
notes, services performed, contracts for services to be performed, or other
securities of the Corporation. Before the Corporation issues shares, the board
of directors must determine that the consideration received or to be received
<PAGE>
22
for shares to be issued is adequate. If the Corporation issues or authorizes the
issuance of shares for promissory notes or for promises to render services in
the future, the Corporation shall report in writing to the stockholders the
number of shares authorized or issued and the consideration received by the
Corporation with or before the notice of the next stockholders meeting.
Section 6.2 Certificates for Shares. Every stockholder of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the board of directors shall prescribe, certifying the number and class
of shares of the Corporation owned by such stockholder.
Section 6.3 Execution of Certificates. The certificates for shares of
stock shall be numbered in the order in which they shall be issued and shall be
signed by the President or a Vice President and the Secretary or an Assistant
Secretary of the Corporation and shall be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the President or Vice
President and the Secretary or Assistant Secretary or other persons signing for
the Corporation upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer or
other authorized person who has signed or whose facsimile signature has been
placed upon such certificate for the Corporation shall have ceased to be such
officer or employee or agent before such certificate is issued, it may be issued
by the Corporation with the same effect as if he or she were such officer or
employee or agent at the date of its issue.
Section 6.4 Share Record. A record shall be kept by the Secretary, or
by any other officer, employee or agent designated by the board of directors, of
the names and addresses of all stockholders and the number and class of shares
held by each represented by such certificates and the respective dates thereof
and in case of cancellation, the respective dates of cancellation.
Section 6.5 Cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
in Section 6.8 of these bylaws.
Section 6.6 Transfers of Stock. Transfers of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation by
the record holder thereof, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation; provided, however, that whenever
any transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary of the Corporation, shall be so
expressed in the entry of transfer.
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Section 6.7 Regulations. The board of directors may make such other
rules and regulations as it may deem expedient, not inconsistent with law,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.
Section 6.8 Lost, Destroyed, or Mutilated Certificates. In the event of
the loss, theft, or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations or delegations as the board of
directors may establish concerning proof of such loss, theft, or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
Section 6.9 Record Date. The board may fix, in advance, a date as the
record date for any determination of stockholders for any purpose, such date in
every case to be not more than seventy (70) days prior to the date on which the
particular action or meeting, requiring such determination of stockholders, is
to be taken or held. If no record date is so fixed for the determination of
stockholders, the close of business on the day before the date on which the
first notice of a stockholder meeting is delivered or the date on which the
resolution of the board of directors declaring a share dividend or distribution
(other than in connection with a repurchase or reacquisition of shares) is
adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the board of
directors selects a new record date or unless a new record date is required by
law.
Section 6.10 Dividends. The directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law.
ARTICLE 7
MISCELLANEOUS PROVISIONS
Section 7.1 Facsimile Signatures. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the board of directors or a committee thereof.
Section 7.2 Corporate Seal. The board of directors shall provide for a
corporate seal which shall be circular in form and shall bear the name of the
Corporation and the words "Corporate Seal" and "Iowa". The Secretary shall be
custodian of any such seal. The board of directors may also authorize a
duplicate seal to be kept and used by any other officer.
Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be
at the close of business on the last day of December of each year.
Section 7.4 Voting of Stocks Owned by the Corporation. In the absence
of a resolution of the board of directors to the contrary, the President of the
Corporation or any Vice President acting within the scope of his or her
authority as provided in Section 5.5 of these bylaws is authorized and empowered
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on behalf of the Corporation to attend, vote at, and grant discretionary proxies
to be used at any meeting of stockholders of any corporation in which this
Corporation holds or owns shares of stock and, in that connection, on behalf of
this Corporation, to execute a waiver of notice of any such meeting. The board
of directors shall have authority to designate any officer or person as a proxy
or attorney-in-fact to vote shares of stock in any other corporation in which
this Corporation may own or hold shares of stock.
Section 7.5 Stockholders' Right to Information.
(a) A stockholder of the Corporation is entitled to inspect and copy,
during regular business hours at the Corporation's principal office, any of the
following records of the Corporation, if the stockholder gives the Corporation
written notice of the stockholder's demand at least five business days before
the date on which the stockholder wishes to inspect and copy:
(1) Articles or Restated Articles of Incorporation and all
amendments currently in effect;
(2) Bylaws or Restated Bylaws and all amendments currently
in effect;
(3) Resolutions adopted by the board of directors creating
one or more classes or series of shares and fixing their relative
rights, preferences, and limitations, if shares issued pursuant to
those resolutions are outstanding;
(4) Minutes of all stockholders meetings and records of all
action taken by stockholders without a meeting for the past three
years;
(5) All written communications to stockholders generally
within the past three years, including the financial statements
furnished for the past three years;
(6) A list of the names and business addresses of the
Corporation's current directors and officers; and
(7) The Corporation's most recent annual report delivered to
the Iowa Secretary of State.
(b) If (i) a stockholder makes a demand in good faith and for a proper
purpose, (ii) the stockholder describes with reasonable particularity the
stockholder's purpose and the records the stockholder desires to inspect, and
(iii) the record requested is directly connected with the stockholder's stated
purpose, the stockholder shall also be entitled to inspect and copy, during
regular business hours at a reasonable location specified by the Corporation,
any of the following records of the Corporation provided the stockholder gives
the Corporation written notice of the stockholder's demand at least five
business days before the date on which the stockholder wishes to inspect and
copy any of the following:
(1) Excerpts from minutes of any meeting of the board of
directors, records of any actions of a committee of the board of
directors while acting as authorized by the board of directors on
behalf of the Corporation, minutes of any meeting of the stockholders,
and records of action taken by the stockholders or the board of
directors without a meeting to the extent not subject to inspection
under the preceding subparagraph;
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(2) Accounting records of the Corporation; and
(3) The record of stockholders of the Corporation.
ARTICLE 8
INDEMNIFICATION OF DIRECTORS
Section 8.1 Mandatory Indemnity. The Corporation shall indemnify a
director, officer, employee, agent, and others of this Corporation, and each
director, officer, employee, agent, and others of this Corporation who is
serving or who has served, at the request of this Corporation, as a director,
officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan to
the fullest extent possible against expenses, including attorneys' fees,
judgments, penalties, fines, settlements, and reasonable expenses actually
incurred by such director, officer, employee, agent, and others of this
Corporation or as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan, except that the mandatory indemnification required by
this sentence shall not apply (i) to a breach of a director's, officer's,
employee's, agent's, or other's duty of loyalty to the Corporation or its
stockholders, (ii) to acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) to a transaction
from which a director, officer, employee, agent, or others derived an improper
personal benefit, or (iv) against judgments, penalties, fines, and settlements
arising from any proceeding by or in the right of the corporation, or against
expenses in any such case where such director, officer, employee, or others
shall be adjudged liable to the Corporation.
Section 8.2 Non-Exclusivity of Rights. The rights to indemnification
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
Articles of Incorporation, or any agreement, vote of stockholders or
disinterested directors, or otherwise.
ARTICLE 9
AMENDMENTS TO BYLAWS
These bylaws may be amended or repealed by the board of directors or by
the stockholders; provided, however, that the stockholders may from time to time
specify particular provisions of the bylaws which shall not be amended or
repealed by the board of directors.
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George T. Oleson
Assistant Secretary
