Exhibit 3.01
BY-LAWS
OF
MERIDIAN INSURANCE GROUP, INC.
INCLUDING ALL AMENDMENTS
April 1, 2000
BY-LAWS
OF
MERIDIAN INSURANCE GROUP, INC.
ARTICLE I
Certificates for Shares
Section 1. Certificates. Each holder of shares of the
Corporation shall be entitled to a certificate signed by the
President or a Vice President and attested by the Secretary or an
Assistant Secretary, certifying the number of shares owned by
such shareholder and such other information as may be required by
law. The form of such certificate shall be prescribed by
resolution of the Board of Directors.
Section 2. Lost or Destroyed Certificates. If a
certificate of any shareholder is lost or destroyed, a new
certificate may be issued to replace such lost or destroyed
certificate. Unless waived by the Board of Directors, the
shareholder shall make an affidavit or affirmation of the fact
that his certificate is lost or destroyed, shall advertise the
same in such manner as the Board of Directors may require, and
shall give the Corporation a bond of indemnity in the amount and
form which the Board of Directors may prescribe.
Section 3. Transfer of Shares. Shares of the Corporation
shall be transferable only on the books of the Corporation upon
presentation of the certificate representing the same, endorsed
by an appropriate person or persons and accompanied by (1)
reasonable assurance that those endorsements are genuine and
effective and (2) a request to register such transfer. Transfers
of shares shall be otherwise subject to the provisions of Article
8 of the Indiana Uniform Commercial Code, Ind. Code Chapter 26-1-
8, as amended.
Section 4. Recognition of Shareholders. The Corporation
shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner
notwithstanding any equitable or other claim to, or interest in,
such shares on the part of any other person.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders of the Corporation shall be held within the first
six months of the calendar year on such date and at such place as
designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by the President, by the Board of
Directors, or by shareholders who hold not less than two-thirds
(2/3) of all the outstanding shares which may be voted on the
business proposed to be transacted thereat. Special meetings of
shareholders shall be held at such place as the Board of
Directors may designate.
Section 3. Notice of Meetings. Written notice stating the
date, time and place of any meeting of shareholders and, in the
case of special meetings or when otherwise required by law, the
purpose for which any such meeting is called, shall be delivered
or mailed by the Secretary of the Corporation to each shareholder
of record entitled to vote at such meeting, at such address as
appears upon the records of the Corporation and at least ten (10)
but no more than sixty (60) days before the date of such meeting,
on being notified of the date, time and place thereof by the
person or persons calling the meeting.
Section 4. Waiver of Notice. Notice of any meeting may be
waived in writing by any
shareholder before or after the date and time for such meeting
stated in the notice. Attendance at any meeting in person,
or by proxy when the instrument of proxy sets forth in
reasonable detail the purposes of such meeting, shall constitute
a waiver of notice of such meeting.
Section 5. Date of Determination of Voting Rights. The
Board of Directors may fix in advance a date as a record date,
not exceeding sixty (60) days prior to the date of any meeting of
shareholders for the purpose of determining the shareholders
entitled to notice of and to vote at such meeting, to demand a
special meeting, or to take any other action. In the absence of
action by the Board of Directors to fix a record date as herein
provided, the record date shall be the fourteenth (14th) day
prior to the date of the meeting.
Section 6. Voting by Proxy. A shareholder entitled to vote
at any meeting of shareholders may vote either in person or by
proxy executed in writing by the shareholder or a duly authorized
attorney-in-fact of such shareholder. No proxy shall be voted at
any meeting of shareholders unless the same shall be filed with
the Secretary of the meeting prior to the commencement of such
meeting. The general proxy of a fiduciary shall be given the
same effect as the general proxy of any other shareholder.
Section 7. Voting Lists. The Secretary shall make, at
least five (5) days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of each
and the number of shares held by each, which list shall be kept
on file at the principal office of the Corporation and shall be
subject to inspection by any shareholder at any time during usual
business hours for a period of five (5) days prior to such
meeting. The list shall also be produced and kept open at the
time and place of such meeting and shall be subject to inspection
by any shareholder during such meeting or any adjournment.
Section 8. Quorum. At any meeting of shareholders, the
holders of a majority of the outstanding shares which may be
voted on the business to be transacted at such meeting,
represented thereat in person or by proxy, shall constitute a
quorum, and a majority vote of such quorum shall be necessary for
the transaction of any business by the meeting, unless a greater
number is required by law, the Articles of Incorporation or these
By-Laws.
Section 9. Action by Consent. Any action required to be
taken at a meeting of shareholders, or any action which may be
taken at a meeting of shareholders, may be taken without a
meeting but with the same effect as a unanimous vote at a
meeting, if, prior to such action, a consent in writing, setting
forth the action so taken, shall be signed by all shareholders
entitled to vote with respect thereto, and such consent is filed
with the minutes of shareholders' proceedings or the
Corporation's records.
ARTICLE III
Board of Directors
Section 1. Duties and Qualifications. All corporate powers
shall be exercised by or under the authority of, and the business
and affairs of the Corporation shall be managed under the
direction of, the Board of Directors, except as may be otherwise
provided by law or the Articles of Incorporation.
Section 2. Number and Terms of Office. There shall be at
least eight (8)
directors of its Corporation who shall be divided into three (3)
classes containing, as nearly as possible, an equal number of
directors in each class. The term of office of each of the
directors in each class shall expire in the same year so that
each class shall be elected at succeeding annual meetings for a
three-year term. Notwithstanding the foregoing, the Board
may slate directors for terms of one or two years in order to
maintain, as nearly as possible, an equal number of directors
in each class or for any other reason, provided there shall
always be at least one director in each of the three classes.
Section 3. Annual Meeting. Unless otherwise agreed upon,
the Board of Directors shall meet immediately following the
annual meeting of the shareholders, at the place where such
meeting of shareholders was held, for the purpose of election of
officers of the Corporation and consideration of any other
business which may be brought before the meeting. No notice
shall be necessary for the holding of this annual meeting.
Section 4. Other Meetings. Regular meetings of the Board
of Directors may be held pursuant to a resolution of the Board to
such effect. No notice shall be necessary for any regular
meeting. Special meetings of the Board of Directors may be held
upon the call of the President or of any two (2) members of the
Board and upon twenty-four (24) hours' notice specifying the
date, time, and place of the meeting, given to each director
either orally in person or by telephone, or in writing delivered
in person, by mail, or by expedited courier service, or by
telegram or photographic, telecopy, or equivalent reproduction of
a writing. Notice of a special meeting may be waived in writing
before the time of the meeting, at the time of the meeting, or
after the time of the meeting. Attendance at any special meeting
shall constitute waiver of notice of such meeting, except as
otherwise provided by law.
Section 5. Quorum. A majority of the actual number of
directors elected and qualified, from time to time, shall be
necessary to constitute a quorum for the transaction of any
business except the filling of vacancies, and the act of the
majority of the directors present at a meeting when a quorum is
present shall be the act of the Board of Directors, unless the act
of a greater number is required by law, the Articles of
Incorporation, or these By-Laws.
Section 6. Action by Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting, if prior to such action a
written consent to such action is signed by all members of the
Board and such consent is filed with the minutes of proceedings
of the board or the Corporation's records.
Section 7. Committees. The Board of Directors, by
resolution adopted by a majority of the actual number of
directors elected and qualified, may designate from among its
members an executive Committee and one or more other committees,
each of which, to the extent provided in such resolution, may
have and exercise all the authority of the Board of Directors,
except as may otherwise be provided by law or the Articles of
Incorporation.
Section 8. Participation in Meetings. A member of the
Board of Directors or of the executive committee or other
committee designated by the Board may participate in a meeting of
the Board or executive or other committee of the Board by means
of a conference telephone or similar communications equipment by
which all directors participating may simultaneously hear each
other during the meeting; and participation by these means
constitutes presence in person at the meeting for all purposes
under these By-Laws.
ARTICLE IV
Offices
Section 1. Offices and Qualification Therefor. The
officers of the Corporation shall consist of a Chairman of the
Board of Directors, a President, one (1) or more Vice Presidents,
a Secretary, a Treasurer and such assistant officers as the Board
of Directors shall designate. The President shall be chosen from
among the directors. Any two (2) or more offices may be held by
the same person.
Section 2. Terms of Office. Each officer of the
Corporation shall be elected annually by the Board of Directors
at its annual meeting and shall hold office for a term of one (1)
year and until his successor shall be duly elected and qualified.
Section 3. Vacancies. Whenever any vacancies shall occur
in any of the offices of the Corporation for any reason, the same
may be filled by the Board of Directors at any meeting thereof,
and any officer so elected shall hold office until the next
annual meeting of the Board of Directors and until his successor
shall be duly elected and qualified.
Section 4. Removal. Any officer of the Corporation may be
removed, with or without cause, by the Board of Directors
whenever a majority of such Board shall vote in favor of such
removal.
Section 5. Compensation. Each officer of the Corporation
shall receive such compensation for his service in such office as
may be fixed by action of the Board of Directors, duly recorded.
ARTICLE V
Powers and Duties of Officers
Section 1. Chairman of the Board of Directors. The
Chairman of the Board of Directors shall preside at all meetings
of shareholders and directors, a duty which he may delegate to
the President, or in the absence of the President, to any other
director at his discretion. The Chairman shall have such other
powers and duties as these By-Laws or the Board of Directors may
prescribe.
Section 2. President. Subject to the general control of
the Board of Directors, the president shall manage and supervise
all the affairs and personnel of the Corporation and shall
discharge all the usual functions of the chief executive officer
of a corporation. Shares of other corporations owned by this
Corporation shall be voted by the President or by such
proxies as the President shall designate. The President shall
have authority to execute, with the Secretary, powers of attorney
appointing other corporations, partnerships or individuals as the
agents of the Corporation, subject to law, the Articles of
Incorporation, and these By-Laws.
Section 3. Vice Presidents. The Vice Presidents, in the
order designated by the Board of Directors, shall have all the
powers of, and perform all the duties incumbent upon, the
President during his absence or disability and shall have such
other powers and duties as these By-Laws or the Board of
Directors may prescribe.
Section 4. Secretary. The Secretary shall attend all
meetings of the shareholders and of the Board of Directors, and
shall keep or cause to be kept, a true and complete record of the
proceedings of such meetings, and he shall perform a like duty,
when required, for all standing committees appointed by the Board
of Directors. If required, he shall attest the execution by the
Corporation of deeds, leases, agreements and other official
documents. He shall attend to the giving and serving of all
notices of the Corporation required by these By-Laws, shall have
custody of the books (except books of account) and records of the
Corporation, and in general shall perform all duties pertaining
to the office of Secretary and such other duties as these By-Laws
or the Board of Directors may prescribe.
Section 5. Treasurer. The Treasurer shall keep correct and
complete records of account, showing accurately at all times the
financial condition of the Corporation. He shall have charge and
custody of, and be responsible for, all funds, notes, securities
and other valuables which may from time to time come into the
possession of the Corporation. He shall deposit, or cause to be
deposited, all funds of the Corporation with such depositories as
the Board of Directors shall designate. He shall furnish at
meetings of the Board of Directors, or whenever requested, a statement
of the financial condition of the Corporation, and in general
shall perform all duties pertaining to the office of Treasurer
and such other duties as these By-Laws or the Board of
Directors may prescribe.
Section 6. Assistant Officers. The Board of Directors may
from time to time designate and elect assistant officers who
shall have such powers and duties as the officers whom they
are elected to assist shall specify and delegate to them, and
such other powers and duties as these By-Laws or the Board of
Directors may prescribe. An Assistant Secretary may, in the
event of the absence or the disability of the Secretary, attest
the execution of all documents by the Corporation.
ARTICLE VI
Miscellaneous
Section 1. Corporate Seal. The Corporation shall have no
seal.
Section 2. Execution of Contracts and Other Documents.
Unless otherwise ordered by the Board of Directors, all written
contracts and other documents entered into by the Corporation
shall be executed on behalf of the Corporation by the President
or a Vice President, and, if required, attested by the Secretary
or an Assistant Secretary.
Section 3. Fiscal Year. The fiscal year of the Corporation
shall begin on January 1 of each year and end on the December 31
immediately following.
ARTICLE VII
Amendments
Subject to law and the Articles of Incorporation, the power
to make, alter, amend or repeal all or any part of these By-Laws
is vested in the Board of Directors. The affirmative vote of two-
thirds (2/3) of the entire Board of Directors then in office
shall be required to effect any alteration, amendment or repeal
of these By-Laws.
