File Nos. 333-19173
811-05716
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ( )
Pre-Effective Amendment No. 2 (X)
Post-Effective Amendment No. ( )
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( )
Amendment No. 23 (X)
(Check appropriate box or boxes.)
PREFERRED LIFE VARIABLE ACCOUNT C
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(Exact Name of Registrant)
PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
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(Name of Depositor)
152 West 57th Street, 18th Floor, New York, New York 10019
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(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (212) 586-7733
Name and Address of Agent for Service
- -------------------------------------------
Eugene Long
Preferred Life Insurance Company of New York
152 West 57th Street, 18th Floor
New York, New York 10019
Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Filing.
Calculation of Registration Fee under the Securities Act of 1933:
Registrant is registering an indefinite number of securities under the
Securities Act of 1933 pursuant to Investment Company Act Rule 24f-2.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
CROSS REFERENCE SHEET
(Required by Rule 495)
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ITEM NO. LOCATION
PART A
Item 1. Cover Page.................................. Cover Page
Item 2. Definitions................................. Definitions
Item 3. Synopsis or Highlights...................... Highlights
Item 4. Condensed Financial Information............. Not Applicable
Item 5. General Description of Registrant,
Depositor, and Portfolio Companies.......... The Company; The
Variable Account;
Franklin Valuemark
Funds
Item 6. Deductions.................................. Charges and
Deductions
Item 7. General Description of Variable The Contracts
Annuity Contracts...........................
Item 8. Annuity Period.............................. Annuity Provisions
Item 9. Death Benefit............................... The Contracts;
Annuity Provisions
Item 10. Purchases and Contract Value................ Purchase Payments
and Contract Value
Item 11. Redemptions................................. Surrenders
Item 12. Taxes....................................... Tax Status
Item 13. Legal Proceedings........................... Legal Proceedings
Item 14. Table of Contents of the Statement of
Additional Information Table of Contents
of the Statement of
Additional
Information
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ITEM NO. DEFINITION
PART B
Item 15. Cover Page................................... Cover Page
Item 16. Table of Contents............................ Table of Contents
Item 17. General Information and History.............. The Company
Item 18. Services..................................... Not Applicable
Item 19. Purchase of Securities Being Offered......... Not Applicable
Item 20. Underwriters................................. Distributor
Item 21. Calculation of Performance Data.............. Calculation of
Performance Data
Item 22. Annuity Payments............................. Annuity
Provisions
Item 23. Financial Statements......................... Financial
Statements
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PART C
Information required to be included in Part C is set forth under the
appropriate Item so numbered, in Part C to this Registration Statement.
___________________________________________________________________________
EXPLANATORY NOTE
Part A (Prospectus) and Part B (Statement of Additional Information) were
filed in Pre-Effective Amendment No. 1 to Form N-4 (File Nos. 333-19173
and 811-05716) as filed electronically on May 14, 1997 and are incorporated by
reference into this Pre-Effective Amendment No. 2 to Form N-4.
_____________________________________________________________________________
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements
The following financial statements of the Company are included in Part
B hereof.
1. Independent Auditors' Report.
2. Balance Sheets as of December 31, 1996 and 1995.
3. Statements of Income for the years ended December 31, 1996, 1995
and 1994.
4. Statements of Stockholder's Equity for the years ended December
31, 1996, 1995 and 1994.
5. Statements of Cash Flow for the years ended December 31, 1996,
1995 and 1994.
6. Notes to Financial Statements - December 31, 1996, 1995 and 1994.
The following financial statements of the Variable Account are included in
Part B hereof.
1. Independent Auditors' Report.
2. Statements of Assets and Liabilities as of December 31, 1996.
3. Statements of Operations for the year ended December 31, 1996.
4. Statements of Changes in Net Assets for the years ended
December 31, 1996 and 1995.
5. Notes to Financial Statements - December 31, 1996.
b. Exhibits
1. Resolution of Board of Directors of the Company authorizing the
establishment of the Variable Account*
2. Not Applicable
3. Principal Underwriter Agreement**
4. Individual Immediate Variable Annuity Contract*
4a. Joint Owners Endorsement*
4b. Period Certain and Partial Liquidation Endorsement*
5. Application for Individual Immediate Variable Annuity Contract*
6. (i) Copy of Articles of Incorporation of the Company*
(ii) Copy of the Bylaws of the Company
7. Not Applicable
8. Form of Fund Participation Agreement*
9. Opinion and Consent of Counsel**
10. Independent Auditors' Consent**
11. Not Applicable
12. Not Applicable
13. Calculation of Performance Information**
14. Company Organizational Chart*
27. Financial Data Schedule - Not Applicable
* Incorporated by reference to Registrant's initial Form N-4 filed
electronically on January 2, 1997.
**Incorporated by reference to Registrant's Pre-Effective Amendment
No. 1 to Form N-4 filed electronically on May 14, 1997.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The following are the Officers and Directors of the Company:
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Name and Principal Positions and Offices
Business Address with Depositor
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Lowell C. Anderson Director
1750 Hennepin Avenue
Minneapolis, MN 55403
Ronald L. Wobbeking Chairman, Chief Executive
1750 Hennepin Avenue and Director
Minneapolis, MN 55403
Thomas G. Brown Director
One Liberty Plaza,
45th Floor
New York, NY 10006
Edward J. Bonach Director
1750 Hennepin Avenue
Minneapolis, MN 55403
Alan A. Grove Secretary and Director
1750 Hennepin Avenue
Minneapolis, MN 55403
Shannon Hendricks Treasurer
1750 Hennepin Avenue
Minneapolis, MN 55403
Dennis Marion Director
500 Valley Road
Wayne, NJ 07470
Reinhard Obermueller Director
560 Lexington Avenue
New York, NY 10022
Robert S. James Director
1750 Hennepin Avenue
Minneapolis, MN 55403
Eugene T. Wilkinson Director
14 Commerce Drive
Cranford, NJ 07016
Eugene Long Vice President of Operations
152 W. 57th Street and Director
18th Floor
New York, NY 10019
Thomas J. Lynch President, Chief Marketing Officer
1750 Hennepin Avenue and Director
Minneapolis, MN 55403
Carol B. Shaw Second Vice President
152 W. 57th Street, 18th Floor
New York, NY 10019
Timothy J. Tongson Appointed Actuary
1750 Hennepin Avenue
Minneapolis, MN 55403
W. Michael Carroll Director
48 Comell Road
PO Box 867
Latham, NY 12110
Stephen R. Herbert Director
900 Third Avenue
New York, NY 10022
Jack F. Rockett Director
140 E. 95th Street, Ste. 6A
New York, NY 10129
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ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
OR REGISTRANT
The Company organizational chart was filed as Exhibit 14 in
Registrant's initial Form N-4 (File No. 333-19173) and is incorporated
herein by reference.
ITEM 27. NUMBER OF CONTRACT OWNERS
Not Applicable.
ITEM 28. INDEMNIFICATION
The Bylaws of the Company provide that:
Each person (and the heirs, executors, and administrators of such person) made
or threatened to be made a party to any action, civil or criminal, by reason
of being or having been a Director, officer, or employee of the corporation
(or by reason of serving any other organization at the request of the
corporation) shall be indemnified to the extent permitted by the laws of the
State of New York, and in the manner prescribed therein.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted for directors and officers or controlling persons of the
Company pursuant to the foregoing, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of EXPENSES
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
a. NALAC Financial Plans, LLC is the principal underwriter for the
Contracts. It also is the principal underwriter for:
Allianz Life Variable Account A
Allianz Life Variable Account B
b. The following are the officers and directors of NALAC Financial Plans
LLC:
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Name & Principal Positions and Offices
Business Address with Underwriter
- ---------------------- ----------------------
Alan A. Grove Director
1750 Hennepin Avenue
Minneapolis, MN 55403
James P. Kelso Director
1750 Hennepin Ave.
Minneapolis, MN 55403
Thomas B. Clifford President and Director
1750 Hennepin Avenue
Minneapolis, MN 55403
Michael T. Westermeyer Secretary and Director
1750 Hennepin Avenue
Minneapolis, MN 55403
Michael J. Yates Treasurer
1750 Hennepin Avenue
Minneapolis, MN 55403
Edward J. Bonach Director
1750 Hennepin Avenue
Minneapolis, MN 55403
Catherine L. Mielke Compliance Officer
1750 Hennepin Avenue
Minneapolis, MN 55403
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c. Not Applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Thomas Clifford, whose address is 1750 Hennepin Avenue, Minneapolis,
Minnesota, maintains physical possession of the accounts, books or documents
of the Variable Account required to be maintained by Section 31(a) of the
Investment Company Act of 1940, as amended, and the rules promulgated
thereunder.
ITEM 31. MANAGEMENT SERVICES
Not Applicable
ITEM 32. UNDERTAKINGS
a. Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
sixteen (16) months old for so long as payment under the variable annuity
contracts may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.
c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.
d. Preferred Life Insurance Company of New York ("Company") hereby
represents that the fees and charges deducted under the Contract described in
the Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, as amended, the Registrant certifies that it has caused this
registration statement to be signed on its behalf in the City of Minneapolis
and State of Minnesota, on this 28th day of May, 1997.
PREFERRED LIFE VARIABLE ACCOUNT C
(Registrant)
By: PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
(Depositor)
By: /s/ ALAN A. GROVE
____________________________________________
PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ ALAN A. GROVE
____________________________________________
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature and Title
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Lowell C. Anderson* Director 5/28/97
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Lowell C. Anderson
Ronald L. Wobbeking* Chairman, Chief Executive 5/28/97
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Ronald L. Wobbeking Officer and Director
Shannon D. Hendricks* Treasurer 5/28/97
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Shannon D. Hendricks
Alan A. Grove* Secretary and Director 5/28/97
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Alan A. Grove
Thomas G. Brown* Director 5/28/97
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Thomas G. Brown
Edward J. Bonach* Director 5/28/97
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Edward J. Bonach
Robert S. James* Director 5/28/97
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Robert S. James
Thomas J. Lynch* Director 5/28/97
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Thomas J. Lynch
Dennis J. Marion* Director 5/28/97
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Dennis J. Marion
Eugene T. Wilkinson* Director 5/28/97
- ----------------------- -------
Eugene T. Wilkinson
Eugene K. Long* Director 5/28/97
- ----------------------- -------
Eugene K. Long
Reinhard W. Obermueller* Director 5/28/97
- ----------------------- -------
Reinhard W. Obermueller
W. Michael Carroll* Director 5/28/97
- ----------------------- -------
W. Michael Carroll
Stephen R. Herbert* Director 5/28/97
- ----------------------- -------
Stephen R. Herbert
Jack F. Rockett* Director 5/28/97
- ----------------------- -------
Jack F. Rockett
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* By /S/ ALAN A. GROVE
____________________________________
Attorney-in-Fact
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Jack F. Rockett, a Director of
Preferred Life Insurance Company of New York (Preferred Life), a corporation
duly organized under the laws of the State of New York, do hereby appoint
Lowell C. Anderson and Alan A. Grove, each individually as my attorney and
agent, for me, and in my name as a Director of Preferred Life on behalf
of Preferred Life or otherwise, with full power to execute, deliver and
file with the Securities and Exchange Commission all documents required
for registration of a security under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and to do
and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand and seal this 21st day of April, 1997.
WITNESS:
JANINE P. ROCKETT /S/ JACK F. ROCKETT
__________________________________ __________________________________
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Jack F. Stephen R. Herbert, a
Director of Preferred Life Insurance Company of New York (Preferred Life),
a corporation duly organized under the laws of the State of New York, do
hereby appoint Lowell C. Anderson and Alan A. Grove, each individually
as my attorney and agent, for me, and in my name as a Director of
Preferred Life on behalf of Preferred Life or otherwise, with full
power to execute, deliver and file with the Securities and Exchange
Commission all documents required for registration of a security under
the Securities Act of 1933, as amended, and the Investment Company Act
of 1940, as amended, and to do and perform each and every act that
said attorney may deem necessary or advisable to comply with the
intent of the aforesaid Acts.
WITNESS my hand and seal this 22nd day of April, 1997.
WITNESS:
SIGNATURE ILLEGIBLE /S/ STEPHEN R. HERBERT
__________________________________ __________________________________
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, W. Michael Carroll, a Director of
Preferred Life Insurance Company of New York (Preferred Life), a corporation
duly organized under the laws of the State of New York, do hereby appoint
Lowell C. Anderson and Alan A. Grove, each individually as my attorney and
agent, for me, and in my name as a Director of Preferred Life on behalf
of Preferred Life or otherwise, with full power to execute, deliver and
file with the Securities and Exchange Commission all documents required
for registration of a security under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and to do
and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand and seal this 30 day of April, 1997.
WITNESS:
CAROL L. JONES /S/ W. MICHAEL CARROLL
__________________________________ __________________________________
EXHIBITS
TO
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM N-4 (FILE NO. 333-19173)
PREFERRED LIFE VARIABLE ACCOUNT C
PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
INDEX TO EXHIBITS
EXHIBIT PAGE
EX-99.B6(ii) Copy of Bylaws of the Company
RESTATED BYLAWS
OF
PREFERRED LIFE INSURANCE COMPANY OF NEW YORK
(as amended on October 2, 1996)
---------------------------
ARTICLE I
SHAREHOLDERS' MEETINGS
SECTION 1. Annual Meeting. The annual meeting of shareholders for the
election of the directors and for transaction of such other business as may
properly come before such meeting shall be held on the first Tuesday in April in
each year or if such day is a holiday, on the next succeeding business day. The
Board of Directors may select another date for the annual meeting in its
discretion.
SECTION 2. Special Meetings. Except as otherwise provided by statute,
special meetings of the shareholders may be called for any purpose or purposes
at any time by the Chief Executive Officer (CEO) or the Board of Directors, and
shall be called by the CEO, President or Secretary upon written request of
shareholders owning ten percent (10%) or more of the stock of the Company issued
and outstanding and entitled to vote at such meetings. At a special meeting, no
business will be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting except with the unanimous consent,
either in person or by proxy, of all of the shareholders entitled to vote with
respect to such business.
SECTION 3. Time and Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the Company, or at such other place or
places within or without the State of New York and at such time as shall from
time to time be designated in the notice of the meeting.
SECTION 4. Notice of Meetings. Written notice of all meetings of
shareholders, annual or special, shall be given to each shareholder entitled to
vote thereat, by mail or personal delivery, at least ten days and not more than
fifty days before such meeting, stating the date, time and place of such
meeting, and unless it is the annual meeting, indicating that it is being issued
by or at the direction of the person or persons calling the meeting. Notice of a
special meeting shall also state the purpose or purposes for which the meeting
is called. If mailed, such notice shall be directed to such shareholder at his
address as it appears on the books of the Company or to such other address as
may be requested by such shareholder in writing.
SECTION 5. Waiver of Notice. Notice of meetings of shareholders need
not be given to any shareholder who submits a written waiver of notice, whether
before or after the meeting. The attendance of any shareholder at a meeting in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall constitute a waiver of notice by such
shareholder.
SECTION 6. Quorum. At every meeting of the shareholders, the holders of
a majority of the outstanding stock entitled to vote at any meeting represented
in person or by proxy, shall constitute a quorum for all purposes. In the
absence of a quorum, the shareholders entitled to vote thereat, represented in
person or by proxy, may adjourn the meeting to a day certain and the meeting may
be held as adjourned without further notice if there is a quorum present at the
commencement of such adjourned meeting. At any such adjourned meeting, only such
business as might have been transacted at the meeting originally called may be
transacted and such meeting may continue to conclusion notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
SECTION 7. Voting. At all meetings of shareholders each share of stock
held by a shareholder entitled to vote on any matter, represented in person or
by proxy, shall be entitled to one vote. Proxies shall be in writing and shall
be signed by the shareholder; provided, however, that if the shareholder is a
corporation, its proxy shall either have its corporate seal affixed or shall be
accompanied by evidence satisfactory to the Company that the proxy has been
signed on behalf of such corporate shareholder by a duly authorized officer
thereof. Inspectors shall be appointed by the presiding person at any
shareholders' meeting at which inspectors are required. At all meetings of
shareholders, a quorum being present, all matters except as otherwise provided
by law or the Company Charter or these Bylaws, shall be authorized by a majority
of the votes cast by the shareholders present in person or by proxy and entitled
to vote thereon. No proxy shall be valid after the expiration of eleven months
from the date of its execution.
SECTION 8. Written Consent. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting by the
written consent thereto of the shareholders, setting forth such action and
signed by the holders of all the outstanding shares entitled to vote thereon.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Number, Authority and Qualifications. The business and
property of the Company shall be conducted and managed by a Board of Directors
consisting of not less than thirteen nor more than twenty-three directors. The
number of directors shall be determined by vote of the shareholders at the
annual meeting of shareholders or at a special meeting, or by resolution of the
Board of Directors and, until amended, the number of directors shall be
thirteen. The number of directors may be increased or decreased, within the
limits prescribed in this section, by vote of the shareholders at the annual
meeting or shareholders or at a special meeting, or by resolution of the Board
of Directors, but no decrease in the number of directors so made shall shorten
the term of any incumbent director.
At all times a majority of the directors shall be citizens and
residents of the United States and not less than three directors shall be
residents of the State of New York.
At least one-third (1/3) of the members of the Board shall be persons
who are not officers or employees of the Company or of any entity controlling,
controlled by or under common control with the Company and who are not
beneficial owners of a controlling interest in the voting stock of any such
company or any such entity ("Independent Directors"). Directors must be at least
18 years of age but need not be shareholders.
SECTION 2. Election and Removal. The Board of Directors shall be
elected at the annual meeting of shareholders by a plurality of the votes cast
thereat to serve until the next annual meeting and until their successors shall
be elected. Any or all of the directors may be removed, with or without case, by
vote of a majority of the shares issued and outstanding and entitled to vote
thereon. A special meeting of shareholders for the purpose of removing any other
director shall be called upon a vote of at least one-third (1/3) of the members
of the Board of Directors. Immediately following any vote by which a director is
removed, the office of the removed director is to be deemed to be vacant. No
director shall be elected pursuant to this section unless a copy of the notice
of election shall have been filed in the office of the Superintendent of
Insurance of the State of New York at least ten days before the day of such
election.
SECTION 3. Vacancies. Whenever a vacancy shall occur in the office of a
director, such vacancy may be filled for the unexpired term by a majority vote
of the remaining directors. Where the number of directors is increased,
additional directors may be elected by the shareholders entitled to vote thereon
at the annual meeting, or by the Board of Directors. No director elected
pursuant to this section shall take office or exercise the duties thereof until
ten days after written notice of his election shall have been filed with the
office of the Superintendent of Insurance of the State of New York.
SECTION 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the shareholders and
on such other dates as the Board may designate.
SECTION 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Secretary or an Assistant Secretary on the request of the
CEO or the President or any Vice President or upon the request of any two
directors.
SECTION 6. Notice of Meetings. Written notice of the date, time and
place of special meeting shall be given by mail to each member at least five
days before such meeting. Such notice may also be given by telegram or personal
delivery at least two days before such meeting. No notice need be given of
regular meetings. A notice need not specify the purpose or purposes of any
meeting.
SECTION 7. Waiver of Notice. Any director or member of the Executive
Committee, Finance Committee or any other Committee, may at any time waive any
notice required to be given under these Bylaws if such waiver is given in
writing or by telegram either before, at or after the meeting to which it
relates. Presence at a meeting shall also constitute a waiver of notice thereof
unless the person attending such meeting objects to the failure to give such
notice, prior to the end of such meeting.
SECTION 8. Place of Meetings. Meetings of the Board of Directors shall
be held at the principal office of the Company or at such other place within or
without the State of New York as may be designated in the notice thereof.
SECTION 9. Business Transacted at Meetings. Any business may be
transacted and any corporate action taken at any regular or special meeting of
the Board of Directors whether stated in the notice of such meeting or not,
except as otherwise expressly required by law.
SECTION 10. Quorum. A quorum shall consist of a majority of the
directors then in office. At least one (1) Independent Director must be included
in any quorum for the transaction of business at any meeting of the Board
of Directors.
SECTION 11. Action by the Board. Subject to the provisions of Article
XII, Sections 6 and 7 hereof, any reference to corporate action to be taken by
the Board of Directors shall mean such action at a meeting of the Board. Except
as otherwise provided by law or by the Charter of the Company, the vote of a
majority of the directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board.
SECTION 12. Compensation. The compensation of directors shall be
regulated and determined from time to time, by resolution of the Board of
Directors; provided that nothing herein contained shall be construed to preclude
any director from serving the Company in any other capacity and receiving
compensation or commissions therefor, and provided further that no full time
officer of the Company shall receive any compensation in addition to his regular
salary for serving as a director of the Company.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. Membership. The Board of Directors may appoint from among
its members an Executive Committee consisting of five or more directors. Members
of the Executive Committee shall be appointed by a majority of the full Board of
Directors at the annual meeting of the Board of Directors or at a special
meeting, to serve until the next succeeding annual meeting of the Board of
Directors and until their successors have been appointed. At least one-third
(1/3) of the members of the Executive Committee shall be Independent Directors.
The Executive Committee shall elect from among its members a Chairman. The
members of the Executive Committee shall serve at the pleasure of the Board.
SECTION 2. Powers of the Executive Committee. The Executive Committee
during the intervals between meetings of the Board of Directors shall have and
may exercise, except as otherwise provided by statute, all powers of the Board
with respect to the conduct and management of the business and property of the
Company and shall have the power to authorize the seal of the Company to be
affixed to all papers which may require it.
SECTION 3. Meetings. Meetings of the Executive Committee may be called
by order of the Chairman of the Committee or of any two members of the
Committee. The Committee shall prepare regular minutes of the transactions at
its meetings and for that purpose may appoint a secretary to record the
proceedings thereat. The Committee shall cause such minutes to be maintained in
the books kept for that purpose. All actions of the Committee shall be reported
to the Board of Directors at its next meeting succeeding the date of such
action.
SECTION 4. Place of Meetings. Meetings of the Executive Committee shall
be held at the principal office of the Company, or at such other place, within
or without the State of New York, as may be designated in the notice thereof.
SECTION 5. Notice of Meetings. Notice of all meetings shall be given by
mailing to each member at least three days before such meeting, a written or
printed notice of the time and place thereof. Such notice may also be given by
telegram or personal delivery at least one day before such meeting.
SECTION 6. Quorum. A quorum shall consist of a majority of the total
number of members of the Committee then in office, but not less than three (3)
members. At least one (1) Independent Director must be included in any quorum
for the transaction of business at any meeting of the Executive Committee.
ARTICLE IV
FINANCE COMMITTEE
SECTION 1. Membership. The Board of Directors may appoint from among
its members a Finance Committee consisting of five or more directors. Members of
the Finance Committee shall be appointed by a majority of the full Board of
Directors at the annual meeting of the Board of Directors, or at a special
meeting, to serve until the next succeeding annual meeting of the Board of
Directors and until their successors have been appointed. At least one-third
(1/3) of the Members of the Finance Committee shall be Independent Directors.
The Finance Committee shall elect from among its members as Chairman. The
members of the Finance Committee shall serve at the pleasure of the Board.
SECTION 2. Powers of the Finance Committee. The Finance Committee shall
possess and may exercise all the powers of the Board of Directors with respect
to the investments of the funds of the Company.
SECTION 3. Meetings. Meetings of the Finance Committee may be called by
order of the Chairman of the Committee or by any two members of the Committee.
The Committee shall prepare regular minutes of the transactions at its meetings
and for that purpose may appoint a secretary to record the proceedings thereat.
The Committee shall cause such minutes to be maintained in books kept for that
purpose. All actions of the Committee shall be reported to the Board of
Directors at its next meeting succeeding the date of such action.
SECTION 4. Place of Meetings. Meetings of the Finance Committee shall
be held at the principal office of the Company, or at such other place, within
or without the State of New York, as may be designated in the notice thereof.
SECTION 5. Notice of Meetings. Notice of all meetings shall be given by
mailing to each member at least three days before such meeting, a written or
printed notice of the time and place thereof. Such notice may also be given by
telegram or personal delivery at least one day before such meeting.
SECTION 6. Quorum. A quorum shall consist of a majority of the total
number of members of the Committee then in office, but not less than three (3)
members. At least one (1) Independent Director must be included in any quorum
for the transaction of business at any meeting of the Finance Committee.
ARTICLE V
AUDIT AND EVALUATION COMMITTEE
SECTION 1. Membership. The Board of Directors may appoint from among
its members an Audit and Evaluation Committee consisting of five or more
directors who shall be appointed by a majority of the full Board of Directors at
the annual meeting of the Board of Directors, or at a special meeting, to serve
until the next succeeding annual meeting of the Board of Directors and until
their successors have been appointed. All members of the Audit and Evaluation
Committee shall be Independent Directors. The Audit and Evaluation Committee
shall elect from among its members as Chairman. The members of the Committee
shall serve at the pleasure of the Board.
SECTION 2. Powers of the Audit and Evaluation Committee. The Audit and
Evaluation Committee shall possess and may exercise all the powers of the Board
of Directors with respect to the following functions:
(a) recommending the selection of independent certified public
accounts;
(b) reviewing the Company's financial condition, the scope and results
of the independent audit and any internal audit;
(c) nominating candidates for director for election by shareholders or
policyholders;
(d) evaluating the performance of officers deemed to be principal
officers of the Company; and
(e) recommending to the Board of Directors the selection and
compensation of such principal officers.
SECTION 3. Meetings. Meetings of the Audit and Evaluation Committee may
be called by order of the Chairman of the Committee or by any two members of the
Committee. The Committee shall prepare regular minutes of the transactions at
its meetings and for that purpose may appoint a secretary to record the
proceedings thereat. The Committee shall cause such minutes to be maintained in
books kept for that purpose. All actions of the Committee shall be reported to
the Board of Directors at its next meeting succeeding the date of such action.
SECTION 4. Place of Meetings. Meetings of the Audit and Evaluation
Committee shall be held at the principal office of the Company, or at such other
place, within or without the State of New York, as may be designated in the
notice thereof.
SECTION 5. Notice of Meetings. Notice of all meetings shall be given by
mailing to each member at least three days before such meeting, a written or
printed notice of the time and place thereof. Such notice may also be given by
telegram or personal delivery at least one day before such meeting.
SECTION 6. Quorum. A quorum shall consist of a majority of the total
number of members of the Committee then in office, but not less than three (3)
members.
ARTICLE VI
COMMITTEES - GENERAL
SECTION 1. Board Committees. The Board of Directors may from time to
time by resolution passed by a majority of the whole Board, designate one or
more committees, in addition to the Executive, Finance and Audit and Evaluation
Committees, each committee to consist of five or more of the directors of the
Company, for such purposes as the Board may from time to time determine. Any
such committee to have extent provided by resolution of the Board shall have all
the authority of the Board and shall have such functions and duties as the Board
shall prescribe.
SECTION 2. Quorum. A quorum for any such other Committee shall consist
of a majority of the total number of members of the Committee then in office,
but not less than three and at least one member constituting such quorum shall
be an Independent Director.
A majority of all the members of any such other committee may determine
its action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. The Board of Directors shall have power to
change the members of any committee at any time, to fill vacancies and to
discharge any such committee, either with or without cause, at any time, except
that at least one-third (1/3) of the members of any committee shall be
Independent Directors and at least one Independent Director must be included in
any quorum for the transaction of business at any meeting of any committee.
SECTION 3. Alternates and Substitutes. The Board of Directors may by
resolution passed by a majority of the whole Board designate one or more
directors as alternate members of any Committee who may replace any absent
member or members at any meeting of such committee.
SECTION 4. Compensation. Except as otherwise provided in these Bylaws,
each member of the Executive Committee, Finance Committee, Audit and Evaluation
Committee and any other Committee designated by the Board, shall be entitled to
receive from the Company for each meeting of any such Committee which he shall
attend such fee, if any, as shall be fixed by the Board of Directors, together
with reimbursement, to the extent authorized by resolution of the Board, for the
reasonable expenses incurred by him in connection with the performance of his
duties.
ARTICLE VII
OFFICERS
SECTION 1. Duties in General. All officers of the Company, in addition
to the duties prescribed by these Bylaws, shall perform such duties in the
conduct and management of the business and property of the Company as may be
determined by the Board of Directors. In the case of more than one person
holding an office of the same title, any of them may perform the duties of the
office except insofar as the Board of Directors, or the President may otherwise
direct. Any two or more offices may be held by the same person except the
offices of President and Secretary.
SECTION 2. Number and Designation. The officers of the Company shall be
a President, a Secretary, a Treasurer, and such other officers including a
Chairman of the Board, one or more Vice-Presidents, Assistant Treasurers, or
Assistant Secretaries as the Board of Directors may from time to time deem
advisable.
SECTION 3. Election and Term of Office. All officers shall be elected
annually by the Board of Directors at the annual meeting of the Board, or at a
special meeting, and shall hold office at the pleasure of the Board. The Board
of Directors shall also have the power at any time and from time to time to
elect or appoint any additional officers not then elected, and any such officer
so elected or appointed shall serve at the pleasure of the Board. A vacancy in
any office resulting from death, resignation, removal, disqualification or from
any other cause, shall be filled by the Board of Directors.
SECTION 4. CEO and Chairman of the Board. The CEO shall be the Chairman
of the Board and shall have the authority to execute all contracts and
instruments in the name of and on behalf of the Company and shall preside, when
present, at meetings of shareholders and of the Board of Directors.
The CEO shall have general and active supervision and direction over
the business affairs of the Corporation, subject to the control of the Board of
Directors whose policies he shall execute.
He shall see that all orders and resolutions of the Board of Directors
are carried into effect. Except when inconsistent with the Corporation's
Charter, these Bylaws, or with the orders and resolutions of the Board of
Directors, he shall have the power to employ, fix the duties, and discharge such
employees as he may deem necessary and proper. The CEO shall make such reports
to the Board of Directors as it may require. The CEO shall have such other
powers and perform such other duties as may be assigned to him by the Board of
Directors.
SECTION 5. President. In absence of the Chairman of the Board and CEO,
the President shall preside at all meetings of the shareholders and of the Board
of Directors. The President shall have such powers and perform such duties as
may be assigned to him from time to time by the Board of Directors and the CEO.
SECTION 6. Vice-Presidents. The Vice-Presidents shall have such powers
and perform such duties as may be assigned to them from time to time by the
Board of Directors, the CEO or the President. The Board of Directors, or the CEO
may from time to time determine the order of priority as between two or more
Vice-Presidents.
SECTION 7. Secretary. The Secretary shall have custody and control of
the minutes of the meetings of the stockholders and of the Board of Directors,
and the minutes of the meetings of all committees appointed by the Board; shall
issue notices of meeting; shall have custody of the Company's seal and corporate
books and records; shall have charge of the issuance, transfer and cancellation
of stock certificates; shall have authority to attest and affix the corporate
seal to any instruments executed on behalf of the Company; and shall perform
such other duties as are incident to his office and as may be required by the
Board of Directors or the CEO. Any Assistant Secretary may perform the duties of
the Secretary in his absence and such of the duties of the Secretary as may be
delegated or assigned to him by the Secretary or by the CEO or by the Board of
Directors.
SECTION 8. Treasurer. The Treasurer shall be charged with the
supervision of the keeping of the funds and books of account of the Corporation
and with their safekeeping shall carry out such duties as are incident to his
office and shall further perform such other duties as may be required by the
Board of Directors or the CEO. Any Assistant Treasurer may perform the duties of
the Treasurer in his absence, and such of the duties of the Treasurer as may be
delegated or assigned to him by that officer or by the Board of Directors of the
CEO.
SECTION 9. Other Officers. Other officers who may from time to time be
elected by the Board of Directors shall have such powers and perform such duties
as may be assigned to them by the Board of Directors or the CEO or President.
SECTION 10. Removal. Any officer may be removed either with or without
cause at any time by a vote of a majority of the entire Board of Directors.
SECTION 11. Compensation. Subject to the provisions of Article II,
Section 12, the compensation of the officers shall be fixed by the Board of
Directors.
ARTICLE VIII
SHARE CERTIFICATES
SECTION 1. Form of Certificates. The shares of the Corporation shall be
represented by certificates, in such form as the Board of Directors may from
time to time prescribe, signed by the CEO, President or a Vice-President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and sealed with the seal of the Corporation. Such seal may be a facsimile,
engraved or printed. Where any such certificate is signed by a transfer agent or
transfer clerk and by a registrar, the signatures of any such CEO, President,
Vice-President, Secretary, Assistant Secretary, Treasurer, or Assistant
Treasurer upon such certificates may be facsimiles, engraved or printed. In case
of any such officer who has signed or whose facsimile signature has been placed
upon such certificate shall have cased to be such before certificate is issued,
it may be issued by the Corporation with the same effect as if such officer had
not ceased to be such at the date of its issue.
Every certificate representing shares issued by the Corporation shall
plainly state upon the facts thereof the number, kind and class of shares which
it represents.
SECTION 2. Transfers. Transfers of shares shall be made only upon the
books of the Corporation by the registered holders in person or by power of
attorney duly executed and acknowledged and filed with the Secretary of the
Corporation, or with a duly appointed Transfer Agent acting for and on behalf of
the Secretary, and upon the surrender of the certificate or certificates for
such shares duly endorsed or accompanied by a duly executed stock power.
SECTION 3. Lost or Destroyed Certificates. If any certificate of shares
shall be lost or destroyed, the holder thereof shall forthwith notify the
Corporation of the facts and the Board of Directors or the Executive Committee
may then authorize a new certificate to be issued to him. The Board of Directors
or the Executive Committee may in its discretion require, as a condition
precedent, deposit of a bond in such amount and in such form and with surety or
sureties as the Board or the said Committee may direct.
SECTION 4. Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights or for the
purpose of any other action affecting the interests of shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than fifty nor less than ten days before the date of any such meeting, nor more
than fifty days prior to any other action. In each such case, except as
otherwise provided by law, only such persons as shall be shareholders of record
on the date so fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to express such consent or dissent, or
to receive payment of such dividend, or such allotment of rights, or otherwise
to be recognized as shareholders for the related purpose, notwithstanding any
registration of transfer of shares on the books of the Company after any such
record date so fixed.
SECTION 5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates for shares to bear the
signature or signatures of any of them.
ARTICLE IX
DIVIDENDS
Dividends may be declared from the legally available surplus of the
Company at such times and in such amounts as the Board of Directors may
determine.
ARTICLE X
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. To the extent permitted by law:
(a) The Corporation shall indemnify any person made a party to an
action or proceeding by or in the right of the Corporation to procure a judgment
in its favor, by reason of the fact that he, his testator or intestate, is or
was a director or officer or employee of the Corporation, against the reasonable
expenses, including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of such action or proceeding, or in connection with
an appeal therein, except in relation to matters as to which such person is
adjudged to have breached his duty to the Corporation; and
(b) The Corporation shall indemnify any person made, or threatened to
be made a party to an action or proceeding other than one by or in the right of
the Corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind domestic or foreign, which any director or officer or employee of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a director or officer or
employee of the Corporation, or served such other corporation in any capacity,
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein, if such person acted in good faith,
for a purpose which he reasonably believed to be in the best interests of the
Corporation and, in criminal actions or proceedings, in addition had no
reasonable cause to believe that his conduct was unlawful.
ARTICLE XI
CONFLICT OF INTERESTS
No director or officer of this Corporation shall receive, in addition
to his fixed salary or compensation, any money or valuable thing, either
directly or indirectly, or through any substantial interest in any other
corporation or business unit, for negotiating, procuring, recommending or aiding
in any purchase or sale of property, or loan, made by the Corporation or any
affiliate or subsidiary thereof; nor shall he be pecuniarily interested, either
as principal, co-principal, agent of beneficiary, either directly or indirectly,
or through any substantial interest in any other corporation or business unit,
in any such purchase, sale or loan.
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 1. Deposits of Funds. Bills, notes, checks, negotiable
instruments or any other evidence of indebtedness payable to and received by the
Company may be endorsed for deposit to the credit of the Company by such
officers or agents of the Company as the Board of Directors may determine and,
when authorized by the Board of Directors may be endorsed for deposit to the
credit of agents of the Company in such manner as the Board of Directors may
direct.
SECTION 2. Withdrawal of Funds. All disbursements of the funds of the
Company shall be made by check, draft or other order signed by such officers or
agents of the Company as the Board of Directors may from time to time authorize
to sign the same.
SECTION 3. Voting Stock of Other Corporations. The President or any
other officer designated by the Board of Directors of the Company may execute in
the name of the Company and affix the corporate seal to any proxy or power of
attorney authorizing the proxy or proxies or attorney or attorneys named therein
to vote the stock of any corporation held by this Company on any matter on which
such stock may be voted. If any stock owned by this Company is held in any name
other than the name of this Company, instructions as to the manner in which such
stock is to be voted on behalf of this Company may be given to the holder of
record by the President or any other officer designated by the Board of
Directors.
SECTION 4. Notices. Any notice under these Bylaws may be given by mail
by depositing the same in a post office or postal letter box or postal mail
chute in a sealed post-paid wrapper addressed to the person entitled thereto at
his address as the same appears upon the books or records of the Company or at
such other address as may be designated by such person in a written instrument
filed with the Secretary of the Company prior to the sending of such notice,
except that notices which may be given by telegram or personal delivery may be
telegraphed or delivered, as the case may be, to such person at such address;
and such notice shall be deemed to be given at the time such notice is mailed,
telegraphed, or delivered personally. The term "telegram" is used in these
Bylaws shall include the giving of a notice by telex.
SECTION 5. Seal. The corporate seal shall have inscribed thereon the
name of the Company, the year of its organization and the words "Corporate Seal
New York". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.
SECTION 6. Action Without a Meeting. Where time is of the essence but
not in lieu of any regular or special scheduled meeting of the Board of
Directors or any committee thereof, any action required or permitted to be taken
by the Board of Directors or any committee thereof, may be taken without a
meeting if all members of the Board, or of such committee, consent in writing to
the adoption of a resolution authorizing the action. The resolution and the
written consents thereto by the members of the Board or committee shall be filed
with the minutes of the proceedings of the Board or committee.
SECTION 7. Participation in Meeting by Telephone. Any one or more
members of the Board of Directors or any committee thereof may participate in a
meeting of the Board or of such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at such meeting.
ARTICLE XIII
AMENDMENTS
SECTION 1. Power to Amend. These Bylaws may be adopted, amended or
repealed by the shareholders, at an annual or special meeting. Bylaws may also
be adopted, amended or repealed by the Board but any Bylaw adopted by the Board
may be amended or repealed by the shareholders as hereinabove provided.
SECTION 2. Notice to Shareholders. If any Bylaw regulating an impending
election of directors is adopted, amended or repealed by the Board of Directors,
there shall be set forth in the notice of the next meeting of shareholders for
the election of directors the Bylaws so adopted, amended or repealed, together
with a concise statement of the changes made.
CERTIFICATE
The undersigned hereby certifies that the foregoing is a true and
complete restatement of the Bylaws of PREFERRED LIFE INSURANCE COMPANY OF NEW
YORK with all amendments to the date of this certificate.
Dated: Minneapolis, Minnesota
October 2, 1996
/s/Alan A. Grove
--------------------------
Alan A. Grove, Secretary
