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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): March 25, 1998
Argonaut Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-14950 95-4057601
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1800 Avenue of the Stars, Suite 1175
Los Angeles, California 90067-4213
(Address of principal executive offices) (Zip code)
310.553.0561
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
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Item 5. Other Events.
The Amended and Restated By-Laws of the Registrant, a copy of
which is attached hereto as Exhibit 3.2, was approved by the unanimous
written consent of the Registrant's Board of Directors as of March 25, 1998,
and is incorporated by reference herein. Amendments made to the Registrant's
by-laws previously in effect (and reflected in the Amended and Restated
By-Laws now in effect) consist of (i) the inclusion of a provision (in new
Article 2, Section 9) requiring advance notice to the Registrant of any
proposals to be presented, and the name of any person to be nominated for
election as director of the Registrant, by any stockholder of the
Registrant, together with other related information, and (ii) a clarification
of existing provisions (in Article 2, Section 3) to the effect that special
meetings of stockholders may only be called by action of the Registrant's
Board of Directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBITS
Designation: Exhibit 3.2
Description: Registrant's Amended and Restated By-Laws
Method of Filing: Filed with this Report
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized:
ARGONAUT GROUP INC.
March 25, 1998 By:/s/Charles E. Rinsch
Charles E. Rinsch,
President
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Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
ARGONAUT GROUP, INC.
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<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
ARTICLE I.
OFFICES................................................................................................... 1
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Section 1. Registered Office................................................................. 1
Section 2. Other Offices..................................................................... 1
ARTICLE II.
MEETINGS OF STOCKHOLDERS.................................................................................. 1
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Section 1. Place of Meetings................................................................. 1
Section 2. Annual Meetings................................................................... 1
Section 3. Special Meetings.................................................................. 1
Section 4. Notice of Meetings................................................................ 1
Section 5. Quorum; Adjournment............................................................... 2
Section 6. Proxies and Voting................................................................ 2
Section 7. Stock List........................................................................ 2
Section 8. Actions by Stockholders........................................................... 3
Section 9. Advance Notice of Stockholder Proposals........................................... 3
ARTICLE III.
BOARD OF DIRECTORS........................................................................................ 4
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Section 1. Duties and Powers................................................................. 4
Section 2. Number and Term of Office......................................................... 4
Section 3. Chairman of the Board............................................................. 4
Section 4. Vacancies......................................................................... 4
Section 5. Meetings.......................................................................... 4
Section 6. Quorum............................................................................ 5
Section 7. Actions of Board Without a Meeting................................................ 5
Section 8. Meetings by Means of Conference Telephone......................................... 5
Section 9. Committees........................................................................ 5
Section 10. Compensation...................................................................... 6
Section 11. Removal........................................................................... 6
ARTICLE IV.
OFFICERS.................................................................................................. 6
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Section 1. General........................................................................... 6
Section 2. Election; Term of Office.......................................................... 6
Section 3. President......................................................................... 6
Section 4. Vice President.................................................................... 7
Section 5. Secretary......................................................................... 7
Section 6. Assistant Secretaries............................................................. 7
Section 7. Treasurer......................................................................... 7
Section 8. Assistant Treasurer............................................................... 8
Section 9. Other Officers.................................................................... 8
Section 10. Voting Securities Owned by the Corporation........................................ 8
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ARTICLE V.
STOCK..................................................................................................... 8
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Section 1. Form of Certificates.............................................................. 8
Section 2. Signatures........................................................................ 8
Section 3. Lost Certificates................................................................. 8
Section 4. Transfers......................................................................... 9
Section 5. Record Date....................................................................... 9
Section 6. Beneficial Owners................................................................. 9
ARTICLE VI.
NOTICES................................................................................................... 9
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Section 1. Notices........................................................................... 9
Section 2. Waiver of Notice.................................................................. 9
ARTICLE VII.
GENERAL PROVISIONS........................................................................................ 10
Section 1. Dividends......................................................................... 10
Section 2. Disbursements..................................................................... 10
Section 3. Corporation Seal.................................................................. 10
ARTICLE VIII.
INDEMNIFICATION........................................................................................... 10
ARTICLE IX.
AMENDMENTS................................................................................................ 11
</TABLE>
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AMENDED AND RESTATED BY-LAWS
OF
ARGONAUT GROUP, INC.
(hereinafter called the "Corporation")
ARTICLE I.
OFFICES
Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle,
State of Delaware.
Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may
from time to time determine.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of Stockholders
shall be held on such date and at such time as shall be designated from
time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect by a plurality vote
a Board of Directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Special Meetings. Special meetings of the Stockholders, for any
purpose or purposes prescribed in the notice of the meeting, may be called by
the Board of Directors pursuant to a resolution adopted by a majority of the
directors then in office, and shall be held at such place, on such date, and
at such time as the resolution shall fix. Special meetings of Stockholders
may not be called by any other means, including by Stockholder action.
Business transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice of the meeting.
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Section 4. Notice of Meetings. Written notice of the place, date, and
time of all meetings of the stockholders shall be given, not less than
ten (10) nor more than ninety (90) days before the date on which the meeting
is to be held, to each stockholder entitled to vote at such meeting, except
as otherwise provided herein or as required from time to time by the
Delaware General Corporation Law or the Certificate of Incorporation.
Section 5. Quorum; Adjournment. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at
the meeting, present in person or by proxy, shall constitute a quorum for
all purposes, unless or except to the extent that the presence of a larger
number may be required by law or the Certificate of Incorporation. If a
quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place,
date, or time without notice other than announcement at the meeting, until a
quorum shall be presented or represented.
When a meeting is adjourned to another place, date or time, written
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 thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written 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 6. Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing filed in accordance with the procedure established for
the meeting.
Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law or the Certificate of
Incorporation.
All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or such stockholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.
Section 7. Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for
each class of stock and showing the address of each such stockholder and the
number of shares registered in such stockholder's name, shall be open to the
examination of any such stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten (10) days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if not
so specified, at the place where the meeting is to be held.
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The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meting and the number of shares held
by each of them.
Section 8. Actions by Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders of the Corporation, or any action which
may be taken at any annual or special meeting of such stockholders, 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. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
Section 9. Advance Notice of Stockholder Proposals. At any annual or
special meeting of stockholders, proposals by stockholders and persons
nominated for election as directors by stockholders shall be considered
only if proper for action at the meeting and if advance notice thereof has
been timely given as provided herein and such proposals or nominations are
otherwise proper for consideration under applicable law and the Certificate of
Incorporation and these By-Laws of the Corporation. Notice of any proposal to
be presented by any stockholder or of the name of any person to be nominated
by any stockholder for election as a director of the Corporation at
any meeting of stockholders shall be delivered to the Secretary of the
Corporation at its principal executive office not less than sixty (60) nor more
than ninety (90) days prior to the date of the meeting; provided, however, (i)
if the date of the meeting is first publicly announced or disclosed (in a public
filing or otherwise) less than seventy (70) days prior to the date of the
meeting, such advance notice shall be given not more than ten (10) days after
such date is first so announced or disclosed and (ii) with respect to the
Corporation's annual meeting to be held on April 21, 1998, such advance notice
shall be given not less than fifteen (15) nor more than twenty-five (25) days
prior to the date of the meeting. Public notice shall be deemed to have been
given more than seventy (70) days in advance of the annual meeting if the
Corporation shall have previously disclosed, in these By-laws or otherwise, that
the annual meeting in each year is to be held on a determinable date, unless and
until the Board of Directors determines to hold the meeting on a different date.
Any stockholder who gives notice of any such proposal shall deliver therewith
the text of the proposal to be presented and a brief written statement of the
reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each class
of stock of the Corporation beneficially owned by such stockholder and any
material interest of such stockholder in the proposal (other than as a
stockholder). Any stockholder desiring to nominate a person for election as a
director of the Corporation shall deliver with such notice a statement in
writing setting forth the name of the person to be nominated, the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such person, the information regarding such person required by paragraphs
(a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation
subsequently adopted by the Securities and Exchange Commission applicable to the
Corporation), such person's signed consent to serve as a director of the
Corporation if elected, such stockholder's name and address and the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such stockholder. As used herein, shares "beneficially owned" shall mean all
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shares as to which such person, together with such person's affiliates and
associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934),
may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as well as all shares as to which such person,
together with such person's affiliates and associates, has the right to become
the beneficial owner of pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall determine whether a proposal is proper for action at the meeting
and whether such notice has been duly given and shall direct that proposals and
nominees not be considered if such notice has not been given or the proposal is
otherwise not proper for action at the meeting.
ARTICLE III.
BOARD OF DIRECTORS
Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as
are not by law or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.
Section 2. Number and Term of Office. The Board of Directors shall consist
of five (5) members. Except as provided in Section 3 of this Article,
directors shall be elected by the holders of record of a plurality of the
votes cast at Annual Meetings of Stockholders, and each director so elected
shall hold office until the next Annual Meeting or until his or her
successor is duly elected and qualified, or until his or her earlier
resignation or removal. Any director may resign at any time upon written
notice to the Corporation. Directors need not be stockholders.
Section 3. Chairman of the Board. The Board of Directors at its first
meeting held after each Annual Meeting of Stockholders, or thereafter, may
designate one of its members as Chairman of the Board to serve for the ensuing
year or until his successor is designated. The Chairman of the Board, if any,
shall preside at all meetings of stockholders and the Board of Directors and
shall have such other duties and powers as may be prescribed by the Board of
Directors from time to time.
Section 4. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director or by the stockholders entitled to vote at any
Annual or Special Meeting held in accordance with Article II, and the
directors so chosen shall hold office until the next Annual or Special Meeting
duly called for that purpose and until their successors are duly elected and
qualified, or until their earlier resignation or removal.
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Section 5. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly-elected Board of Directors shall
be held immediately following the Annual Meeting of Stockholders and no notice
of such meeting shall be necessary to be given to the newly-elected directors
in order to legally constitute the meeting, provided a quorum shall be
present. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as may from time to time be determined by
the Board of Directors. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or a majority of the
directors then in office. Notice thereof stating the place, date and hour of
the meeting shall be given to each director either by mail not
less than forty-eight (48) hours before the date of the meeting, by telephone or
telegram on twenty-four (24) hours' notice, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the
circumstances. Meetings may be held at any time without notice if all of the
directors are present or if all those not present waive such notice in
accordance with Section 2 of Article VI of these By-Laws.
Section 6. Quorum. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the directors then in office shall
constitute a quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 7. Actions of Board Without a Meeting. Unless otherwise provided
by the Certificate of Incorporation or these By-Laws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.
Section 8. Meetings by Means of Conference . Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members
of the Board of Directors of the Corporation, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear and speak to each other, and participation in a meeting
pursuant to this Section 8 shall constitute presence in person at such meeting.
Section 9. Committees. The Board of Directors may, by resolution passed
by a majority of the directors then in office, designate one or more
committees, each committee to consist of one or more of the directors
of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of any such committee. In the absence
or disqualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such members constitute
a quorum, may unanimously appoint another member of the Board of Directors
to act at the meeting in place of any such absent or disqualified member. Any
committee, to the extent allowed by law and provided in these By-Laws or
resolution establishing such committee, shall have and may exercise all
the powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.
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Section 10. Compensation. Unless otherwise restricted by the Certificate
of Incorporation or these By-Laws, the Board of Directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board
of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
Section 11. Removal. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.
ARTICLE IV.
OFFICERS
Section 1. General. The officers of the Corporation shall be appointed by the
Board of Directors and shall be a President, one or more Vice Presidents,
a Treasurer, and a Secretary. The Board of Directors may also choose
additional vice-presidents, one or more assistant secretaries and assistant
treasurers, and such other officers and agents as the Board of Directors, in
its discretion, shall deem necessary or appropriate as designated by the
Board of Directors from time to time. Any number of offices may be held
by the same person, unless the Certificate of Incorporation or these By-Laws
otherwise provide.
Section 2. Election; Term of Office. The Board of Directors at its first
meeting held after each Annual Meeting of Stockholders shall elect a
President, a Vice President, a Secretary and a Treasurer and may also
elect at that meeting or any other meeting, such other officers and agents as
it shall deem necessary or appropriate. Each officer of the Corporation
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors together with the powers and duties
customarily exercised by such officers; and each officer of the Corporation
shall hold office until such officer's successor is elected and qualified
or until such officer's earlier resignation or removal. Any officer may
resign at any time upon written notice to the Corporation. The Board of
Directors may at any time, with or without cause, by the affirmative vote of a
majority of directors then in office, remove any officer.
Section 3. President. The President shall be the chief executive officer of
the Corporation, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall possess the power to
execute all bonds, mortgages, certificates, contracts and other instruments
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation. The
President shall have and exercise such further powers and duties as may be
specifically delegated to or vested in the President from time to time by
these By-Laws or the Board of Directors. In the absence of the Chairman of
the Board or in the event of his inability or refusal to act, or if the Board
has not designated a Chairman, the President shall perform the duties of the
Chairman of the Board, and when so acting, shall have all of the powers and
be subject to all of the restrictions upon the Chairman of the Board.
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Section 4. Vice President. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there
be more than one vice president, the vice presidents in the order designated
by the directors, or in the absence of any designation, then in the order
of their election) 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. The vice presidents shall perform such other duties and
have such other powers as the Board of Directors or the President may from time
to time prescribe.
Section 5. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the
proceedings there at in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President. If the Secretary shall be unable or shall refuse to cause to be
given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then either
the Board of Directors or the President may choose another officer to
cause such notice to be given. The Secretary shall have custody of the
seal of the Corporation and the Secretary or any Assistant Secretary,
if there be one, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the signature of the
Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his or her signature. The
Secretary shall see that all books, reports, statements, certificates and other
documents and records required by law to be kept or filed are properly kept or
filed, as the case may be.
Section 6. Assistant Secretaries. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there by any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the President, or the Secretary, and shall have the
authority to perform all functions of the Secretary, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
Secretary.
Section 7. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep complete and accurate accounts of all
receipts and disbursements of the Corporation, and shall deposit all monies
and other valuable effects of the Corporation in its name and to its credit in
such banks and other depositories as may be designated from time to time by
the Board of Directors. The Treasurer shall disburse the funds of the
Corporation, taking proper vouchers and receipts for such disbursements, and
shall render to the Board of Directors, at its regular meetings, or when
the Board of Directors so requires, an account of all of his or her
transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall, when and if required by the Board of Directors,
give and file with the Corporation a bond, in such form and amount and with
such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of his or her duties as Treasurer. The
Treasurer shall have such other powers and perform such other duties as the
Board of Directors or the President shall from time to time prescribe.
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Section 8. Assistant Treasurer. Except as may be otherwise provided in these
By-Laws, Assistant Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Treasurer, and shall have the
authority to perform all functions of the Treasurer, and when so acting,
shall have all of the powers of and be subject to all of the restrictions upon
the Treasurer.
Section 9. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors. The Board of Directors
may delegate to any other officer of the Corporation the power to choose such
other officers and to prescribe their respective duties and powers.
Section 10. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders
of any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident
to the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
ARTICLE V.
STOCK
Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by such
holder in the Corporation.
Section 2. Signatures. Any or all of the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same
effect as if such person were such officer, transfer agent or registrar at the
date of issue.
Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock
to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise
the same in such manner as the Board of Directors shall require and/or to give
the Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
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Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these By-Laws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the
certificate or by such person's attorney lawfully constituted in writing
and upon the surrender of the certificate therefor, which shall be
cancelled before a new certificate shall be issued.
Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty (60) days nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 6. Beneficial Owners. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of share to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by law.
ARTICLE VI.
NOTICES
Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given
by mail, addressed to such director, member of a committee or stockholder,
at such person's address as it appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Written
notice may also be given personally or by telegram, telex or cable and such
notice shall be deemed to be given at the time of receipt thereof if given
personally or at the time of transmission thereof if given by telegram, telex
or cable.
Section 2. Waiver of Notice. Whenever any notice is required by law, the
Certificate of Incorporation or
these By-Laws to be given to any director, member of a committee or stockholder,
a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.
<PAGE> 13
ARTICLE VII.
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may
be declared by the Board of Directors at any regular or special meeting or by
any Committee of the Board of Directors having such authority at any meeting
thereof, and may be paid in cash, in property, in shares of the capital
stock or in any combination thereof. Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Board of Directors from time to time, in its absolute
discretion, deems proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation or for any proper purpose, and the Board of Directors may modify
or abolish any such reserve.
Section 2. Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.
Section 3. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of the organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII.
INDEMNIFICATION
Each person who was or is involuntarily made a party or is threatened
to be made a party to or is involuntarily involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that such person or a person of whom such
person is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such action, suit or proceeding is
alleged to be action in an official capacity as a director, officer or
representative, or in any other capacity while serving as a director, officer or
representative, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended, against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Such right shall be
a contract right and shall include the right to be paid by the Corporation
expenses incurred in defending any action, suit or proceeding in advance of its
final disposition in accordance with and to the fullest extent permitted by the
Delaware General Corporation Law as the same exists or may hereafter be amended.
14
<PAGE>
If a claim under this Article VIII is not paid in full by the
Corporation within ninety (90) days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the requirements of
Delaware law have been complied with by the claimant) that the claimant has not
met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because such claimant has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
claimant had not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that such claimant had not met the applicable
standard of conduct.
The rights conferred by this Article VIII shall not be exclusive of any
right which such persons may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Laws, agreement, vote of the
stockholders or disinterested directors or otherwise; provided, however, that
the right to indemnification which any director, officer or representative may
have to the extent derived from any provision of the Certificate of
Incorporation or By-Laws shall be limited to those provisions in effect at the
time such director, officer or representative was acting as such.
The Corporation may maintain insurance, at its expense, to protect
itself and any such director, officer or representative against any such
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.
ARTICLE IX.
AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted at any meeting of the Board of Directors or of the stockholders,
provided notice of the proposed change was given in the notice of the meeting.
<PAGE>
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of ARGONAUT
GROUP, INC., and that the foregoing By-Laws were adopted as the by-laws of said
Corporation on the twenty-fifth day of March, 1998 by the Board of Directors of
said Corporation.
Dated as of March 25, 1998.
James B Halliday, Vice President,
Secretary and Treasurer
