UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report December 18, 1997
(Date of earliest event reported)
ALLIED Life Financial Corporation
(Exact name of registrant as specified in its charter)
Iowa 0-22404 42-1406716
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
701 Fifth Avenue, Des Moines, Iowa 50391-2003
(Address of principal executive offices) (Zip Code)
515-280-4211
(Registrant's telephone number including area code)
The total number of pages contained herein is 20.
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Item 5. Other Events.
On December 18, 1997, the Board of Directors of ALLIED Life Financial
Corporation amended its Bylaws to provide for advance notification of director
nominations and stockholder proposals, and in addition, made a conforming Bylaw
amendment with the Iowa Business Corporation Act. The Bylaw amendments
are filed as Exhibit 3.2 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
3.2 Bylaws of ALLIED Life Financial Corporation as amended September 2,
1993, October 14, 1993, December 14, 1994 and December 18, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLIED Life Financial Corporation.
(Registrant)
/s/ Wendell P. Crosser
Wendell P. Crosser, Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Date: January 5, 1998
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ALLIED Life Financial Corporation
Amendment to the Bylaws
December 18, 1997
RESOLVED, that the Bylaws of the Corporation are hereby amended by
adding the following new Sections 2.12 and 2.13:
Section 2.12 Director Nominations. Only persons who are
nominated in accordance with the following procedures are eligible for
election as directors. Nominations of persons for election as directors
of the Corporation may be made by or at the direction of the Board of
Directors, by any nominating committee or person appointed to make
nominations by the Board of Directors, or by any shareholder of the
Corporation entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth in this
section. Any shareholder entitled to vote for the election of directors
may nominate a person or persons for election as director only if
written notice of such shareholder's intent is delivered to the
Secretary of the Corporation at the principal executive offices of the
Corporation (i) with respect to an election to be held at an annual
meeting of shareholders, not later than ninety (90) days prior to the
first anniversary of the preceding year's annual meeting and (ii) with
respect to an election to be held at a special meeting of shareholders
for the election of directors, not later than ten (10) days following
the date on which public announcement of the date of such meeting is
first made. "Public announcement" means disclosure in a press release
reported by the Dow Jones News Service, Associated Press, or comparable
national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). In the event that the date of the annual
meeting is advanced by more than thirty (30) days or delayed by more
than sixty (60) days from the anniversary date of the preceding year's
annual meeting, notice by the shareholder must be delivered not later
than ninety (90) days prior to such annual meeting or the tenth (10th)
day following the day on which public announcement of the date of such
meeting is first made.
Such shareholder's notice shall set forth: (i) the name and
address of the shareholder who intends to make the nomination, (ii) the
name, address, age, and principal occupation or employment of the
person or persons to be nominated; (iii) a representation that the
shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice;
(iv) the number and class of shares of the Corporation which are owned
by such shareholder and the beneficial owner, if any; (v) the number
and class of shares, if any, beneficially owned by the nominee; (vi) a
description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the shareholder; (vii) such person's written consent
to being named in a proxy statement as a nominee and to serving as a
director if nominated; and (viii) such other information regarding each
nominee that is required to be disclosed in connection with the
solicitation of proxies for the election of directors pursuant to
Regulation 14A under the Exchange Act. The Corporation may require any
proposed nominee to furnish additional information as reasonably
required by the Corporation to determine the eligibility of the
proposed nominee to serve as a director of the Corporation. No person
shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this section.
The Chairman of the Board or other person presiding at a meeting of
shareholders, shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the
procedures prescribed by these Bylaws, and following any such
determination, the defective nomination shall be disregarded.
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Section 2.13 Proposals by Shareholders. At an annual meeting
of the shareholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be: (i) specified in the notice
of the meeting (or any supplement thereto) given by or at the direction
of the Board of Directors; (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors; or (iii)
otherwise properly brought before the meeting by a shareholder of the
Corporation who was a shareholder of record at the time of giving of
notice provided for in this section, who is entitled to vote at the
meeting, and who complied with the notice procedures set forth in this
section. For business to be properly brought before an annual meeting
by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the Corporation at the principal
executive offices of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation not less than ninety (90) days
prior to the first anniversary of the preceding year's meeting;
provided however, that in the event that the date of the annual meeting
is advanced by more than thirty (30) days or delayed by more than sixty
(60) days from such anniversary date, notice by the shareholder, to be
timely, must be so delivered not later than the ninetieth (90th) day
prior to such annual meeting or the tenth (10th) day following the day
on which public announcement of the date of such meeting is first made.
"Public announcement" shall mean disclosure in a press release reported
by the Dow Jones New Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Sections 13, 14, or
15(d) of the Exchange Act.
Such shareholder's notice shall set forth as to each matter
the shareholder proposes to bring before the annual meeting: (i) a
brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting;
(ii) any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is made; (iii)
as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the proposal is made (A) the name and address of
such shareholder, as they appear on the Corporation's books, and of
such beneficial owner and (B) the class and number of shares of the
Corporation which are owned beneficially and of record by such
shareholder and such beneficial owners; and (iv) in the event that such
business includes a proposal to amend the Bylaws of the Corporation,
the language of the proposed amendment. Notwithstanding anything in
these Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with this section, and the Chairman
of the Board or other person presiding at an annual meeting of
shareholders, shall, if the facts warrant, determine and declare to the
meeting that the shareholder proposal was not properly brought before
the meeting in accordance with the foregoing procedures, and following
any such determination, the shareholder proposal shall not be acted
upon. In addition to the provisions of this paragraph, a shareholder
shall also comply with all applicable requirements of the Exchange Act
and the rules and regulations thereunder with respect to the matters
set forth herein. Nothing in these Bylaws shall be deemed to affect any
rights of shareholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.
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ALLIED LIFE FINANCIAL CORPORATION
Board of Directors
December 18, 1997
WHEREAS, the Iowa legislature amended Iowa Code ss.490.702 to provide
that a corporation having its stock authorized for quotation on the national
association of securities dealers automated quotations-national market system is
required to hold a special meeting of stockholders upon the demand of the
holders of at least fifty percent, rather than ten percent, of all the votes
entitled to be cast on any issue proposed to be considered at the meeting;
IT IS THEREFORE RESOLVED, that Section 2.2 of the Bylaws of the
Corporation be amended to delete the words "ten percent" and to insert in
replacement the words "fifty (50) percent".
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ALLIED LIFE FINANCIAL CORPORATION
Amendments to the Bylaws
December 14, 1994
RESOLVED, that the Bylaws of the Corporation are hereby amended by
revising Section 4.1 to delete Chairman as an officer position, and such amended
Section 4.1 shall read as follows:
Section 4.1 Generally. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof to be determined by
the board of directors), a Secretary, a Treasurer, and such other officers as
may from time to time be appointed by the board of directors. None of the
officers need be a director. One person may hold the offices and perform the
duties of any two or more of said offices. In its discretion, the board of
directors may delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provisions of these bylaws, and the board of
directors may leave unfilled for any such period as it may fix any office except
those of President, Treasurer, and Secretary. The officers of the Corporation
shall be appointed annually by the board of directors at the annual meeting
thereof. Each such officer shall hold office until the next succeeding annual
meeting of the board of directors until his successor shall be duly chosen and
shall qualify or until his or her death or until he or she shall resign or shall
have been removed from office.
FURTHER RESOLVED, that the Bylaws of the Corporation are hereby amended
by the deletion of Section 4.3 (Powers and Duties of the Chairman of the Board);
that Sections 4.4 through 4.8 shall be renumbered as Section 4.3 through 4.7;
and the first sentence of Section 6.4 which references Section 4.5 shall be
amended to reference Section 4.4.
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AMENDMENT TO ALLIED LIFE FINANCIAL CORPORATION BYLAWS
October 14, 1993
Article 3, Section 3.16 (c)
The Board of Directors at each annual meeting shall appoint an
Executive Committee, to consist of the Chairman of the Board and two members of
the Board of Directors. When the Board of Directors is not in session, the
Executive Committee shall have and may exercise any and all powers conferred
upon the Board of Directors by law, the Articles of Incorporation, or these
Bylaws, except to remove officers and except as heretofore provided in Section
3.16.
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ALLIED LIFE FINANCIAL CORPORATION
Amendment to the Bylaws
September 2, 1993
RESOLVED, that the Bylaws of the Corporation are hereby amended to add
Section 3.16(f) to Article 3 establishing a Coordinating Committee of the Board
of Directors;
Article 3, Section 3.16(f)
The Board of Directors at each annual meeting shall appoint a
Coordinating Committee of the Board to consist of two members who do not serve
on the Board of Directors of ALLIED Mutual Insurance Company or ALLIED Group,
Inc. The Coordinating Committee shall meet on an as-needed basis upon the call
of the Chairman of the Board of Directors, and shall be responsible for
resolving matters involving actual or potential conflicts of interest, if and
when they arise, between the Corporation and ALLIED Mutual Insurance Company or
ALLIED Group, Inc.
FURTHER RESOLVED, that the Bylaws of the Corporation are amended to add
Section 3.16(g) to Article 3, establishing a Compensation Committee of the Board
of Directors:
Article 3, Section 3.16(g)
The Board of Directors at each annual meeting shall appoint a
Compensation Committee of the Board to consist of at least two members of the
Board of Directors to approve all compensation and benefits, including but not
limited to the following (i) to review, establish, and approve changes in
salaries of all employees of the Corporation including those of the executive
officers and the chief executive officer, (ii) to review and approve salary
administrative plans and programs and changes therein, (iii) to develop,
administer, modify, amend, or terminate any and all stock ownership, stock
purchase, stock options, benefit, bonus, incentive or compensation plans of the
Corporation (except for the Outside Director Stock Purchase Plan), and (iv) to
perform such other functions as the terms of any such plans may require.
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BYLAWS
OF
ALLIED LIFE FINANCIAL CORPORATION
(an Iowa Corporation)
(hereinafter referred to as "Corporation")
ARTICLE 1
PRINCIPAL OFFICE
The principal office of the Corporation shall be located in Des Moines,
Polk County, Iowa or as identified in the most recent annual report filed by the
Corporation with the Iowa Secretary of State.
ARTICLE 2
MEETINGS OF SHAREHOLDERS
Section 2.1 Annual Meeting. The annual meeting of the shareholders for
the election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held during the month of May each year
at the principal office of the Corporation (unless another place is designated
by the Board of Directors) at such time as the Board of Directors shall each
year fix.
Section 2.2 Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by the Iowa Business
Corporation Act or the Articles of Incorporation, may be called by the President
or the Board of Directors, and shall be called by the Board of Directors upon
the written demand, signed, dated, and delivered to the Secretary, of the
holders of at least ten (10) percent of all the votes entitled to be cast on any
issue proposed to be considered at the meeting. Such written demand shall state
the purpose or purposes for which such meeting is to be called. The time, date,
and place of any special meeting shall be determined by the Board of Directors,
or, at its direction, by the President. Only business within the purpose or
purposes specified in the notice of special meeting may be considered at a
special meeting.
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Section 2.3 Notices. Notice of (i) the place, date, and time of all
meetings of shareholders; (ii) the initial authorization or issuance, subsequent
to the next preceding shareholders meeting, of shares for promissory notes or
promises to render services in the future; (iii) any indemnification of a
Director required by law to be reported to shareholders; and (iv) in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10) days nor more than sixty (60) days
before the date of the meeting to each shareholder entitled to vote at such
meeting and to such other shareholders as are required by law to be given such
notice. The Board of Directors may establish a record date for the determination
of shareholders entitled to notice, as provided in Section 5.9 of these Bylaws.
Notice of adjourned meetings need only be given if required by law or Section
2.6 of these Bylaws.
Section 2.4 Waiver of Notice.
(a) A written waiver of notice of any meeting of the shareholders
signed by any shareholder entitled to such notice, whether before or after the
time stated in such notice for the holding of such meeting, shall be equivalent
to the giving of such notice to such shareholder in due time as required by law
and these Bylaws. The written waiver must be delivered to the Corporation for
inclusion in the minutes or filed with the corporate records.
(b) A shareholder's attendance at any shareholders meeting, in person
or by proxy: (i) waives giving of notice of such meeting and irregularities in
any notice given, unless the shareholder at the beginning of the meeting or
promptly upon the shareholder's arrival objects to holding the meeting or
transacting business at the meeting, and (ii) waives objection to consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.
Section 2.5 Voting List. After fixing a record date for a meeting, the
Corporation shall prepare an alphabetical list of the names of all shareholders
who are entitled to notice of the shareholders meeting. The list must be
arranged by voting group and within each "voting group" by class or series of
shares, and show the address of and number of shares held by each shareholder.
A voting group means all shares of one or more classes or series that under
the Articles of Incorporation or Iowa Code Section 490 are entitled to be
counted together collectively on a matter at a meeting of shareholders.
The shareholders list must be available for inspection by any shareholder
beginning two (2) business days after notice of the meeting is given for which
the list was prepared and continuing through the meeting, at the Corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held. A shareholder, or a shareholder's agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of law, to copy the list, during regular business hours and at the
person's expense, during the period it is available for inspection. The
Corporation shall make the shareholders list available at the meeting, and any
shareholder, or a shareholder's agent or attorney, is entitled to inspect the
list at any time during the meeting or any adjournment.
Section 2.6 Quorum.
(a) At any meeting of the shareholders, a majority of the votes
entitled to be cast on the matter by a voting group constitutes a quorum of that
voting group for action on that matter, unless the representation of a different
number is required by law, and in that case, the representation of the number so
required shall constitute a quorum. If a quorum shall fail to attend any
meeting, the chairman of the meeting, or a majority of the votes present, may
adjourn the meeting to another place, date, or time.
(b) When a meeting is adjourned to another place, date, or time, notice
need not be given of the adjourned meeting if the place, date, and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than one hundred
twenty (120) days after the date for which the meeting was originally noticed,
or if a new record date is fixed for the adjourned meeting, notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
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Section 2.7 Organization.
(a) The Chairman of the Board or such person as the Board of Directors
may have designated, or, in the absence of such a person, the President, or in
his or her absence, such person as shall be designated by the holders of a
majority of the shares present at the meeting, shall call meetings of the
shareholders to order and shall act as chairman of such meetings.
(b) The Secretary of the Corporation shall act as secretary at all
meetings of the shareholders, but in the absence of the Secretary at any meeting
of the shareholders, the presiding officer may appoint any person to act as
secretary of the meeting.
Section 2.8 Voting of Shares.
(a) Every shareholder entitled to vote may vote in person or by proxy.
Except as otherwise provided by law, each outstanding share regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. If a quorum exists, action on a matter, other than the election of
directors or unless otherwise required by law, by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action. Unless otherwise provided by law, at each meeting for
election of directors, each stockholder entitled to vote shall be entitled to
vote the number of shares owned by the stockholder for as many persons as there
are directors to be elected and for whose election such stockholder has a right
to vote, and directors shall be elected by a majority of the votes cast.
(b) The shareholders having the right to vote shares at any meeting
shall only be those of record on the stock books of the Corporation, on the
record date fixed pursuant to the provisions of Section 5.9 of these Bylaws or
by law.
(c) Absent special circumstances, the shares of a corporation held by
another corporation shall not be voted at any meeting if a majority of the
shares entitled to vote for the election of directors of such other corporation
are held by the Corporation.
(d) Voting by shareholders on any question or in any election may be
viva voce unless the chairman of the meeting shall order or any shareholder
shall demand that voting be by ballot. On a vote by ballot, each ballot shall be
signed by the shareholder voting, or in the shareholder's name by proxy, if
there be such proxy, and shall state the number of shares voted by such
shareholder.
Section 2.9 Voting by Proxy or Representative.
(a) At all meetings of the shareholders, a shareholder entitled to vote
may vote in person or by proxy appointed in writing and filed in accordance with
the procedure established for the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
(b) Shares held by an administrator, executor, guardian, conservator,
receiver, trustee, pledgee, or another corporation may be voted as provided by
law.
Section 2.10 Consent of Shareholders in Lieu of Meeting.Any action
required or permitted by law to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by the holders of outstanding shares
having not less than ninety (90) percent of the votes entitled to be cast at a
meeting at which all shares entitled to vote on the action were present and
voted, and the consents are delivered to the Corporation for inclusion in the
minutes.
Section 2.11 Conduct of Business.The chairman of any meeting of
shareholders shall determine the order of business and procedure at the
meeting, including such regulation of the manner of voting and the conduct of
business as seem to him or her to be in order.
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ARTICLE 3
BOARD OF DIRECTORS
Section 3.1 Number of Directors. All corporate powers of the
Corporation 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 of the Corporation. The Board of Directors shall consist of not
less than three (3) nor more than twenty-one (21) members. The exact number of
Directors within such minimum and maximum limits shall be fixed and determined
from time to time by the Board of Directors. No decrease in the number fixed by
the Board shall have the effect of shortening the term of office of any
incumbent Director except with his or her written consent.
Section 3.2 Increase or Decrease in Number of Directors; Tenure. The
Board of Directors may increase or decrease the number of Directors within the
range fixed by these Bylaws. The Directorships to be filled by reason thereof
may be filled by the affirmative vote of a majority of the Directors, though
less than a quorum of the Board of Directors. Any Director so elected shall
serve only until the next election of Directors by the shareholders. Any
decrease in Directors shall not shorten the term of any incumbent Director
without his or her consent. The Directors shall be divided into three (3)
classes, each class to be as nearly equal in number as possible. In lieu of
electing the whole number of Directors annually, the terms of approximately
one-third (1/3) of the Directors shall expire at each annual meeting. At each
annual meeting, the number of Directors equal to the number of Directors in the
class whose term expires at the time of such meeting shall be elected to hold
office until the third succeeding annual meeting. Each Director shall hold
office until his or her successor shall have been elected and qualified, or
until his or her death, resignation, or removal.
Section 3.3 Quorum and Manner of Acting. A majority of the number of
Directors then holding office shall constitute a quorum for the transaction of
business; but if at any meeting of the Board there be less than a quorum
present, a majority of the Directors present may adjourn the meeting from time
to time until a quorum shall be present. Notice of any adjourned meeting need
not be given. At all meetings of Directors, a quorum being present, the act of
the majority of the Directors present at the meeting shall be the act of the
Board of Directors.
Section 3.4 Resignation. Any Director of the Corporation may resign at
any time by giving written notice to the Board of Directors, its chairman, or
the Corporation. The resignation of any Director shall take effect upon delivery
of notice thereof or at such later date as shall be specified in such notice;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 3.5 Removal. A Director shall be subject to removal, with or
without cause, at a meeting of the shareholders called for that purpose in the
manner prescribed by law.
Section 3.6 Vacancies. Any vacancy occurring in the Board of Directors
through death, resignation, removal, or any other cause may be filled by the
affirmative vote of a majority of the remaining Directors, though less than a
quorum of the Board of Directors. A Director elected to fill a vacancy shall be
elected only until the next election of Directors by the shareholders. The Board
may increase or decrease by thirty percent or less the number of directors last
approved by the shareholders, but only the shareholders may increase or decrease
by more than thirty percent the number of directors last approved by the
shareholders.
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Section 3.7 Compensation of Directors. Compensation and reimbursement
of expenses for Directors' attendance at regular or special meetings of the
Board of Directors and of established committees of the Board of Directors shall
be authorized by the Board; provided, that no Director shall be so compensated
or reimbursed for attendance at more than one regular or special meeting of the
Board of the Corporation or any affiliated company on a single day.
Section 3.8 Place of Meetings, etc. The Board of Directors may hold its
meetings and keep the books and records of the Corporation (except that the
record of its shareholders must also be kept at the places described in Section
2.5 of these Bylaws) at such place or places within or without the State of
Iowa, as the Board may from time to time determine. A Director may participate
in any meeting by any means of communication, including but not limited to
telephone conference call, by which all Directors participating may
simultaneously hear each other during the meeting.
Section 3.9 Annual Meeting. Immediately after the final adjournment of
each annual meeting of the shareholders for the election of Directors, the Board
of Directors shall meet, at the same place where said meeting of shareholders
finally adjourned, for the purpose of organization, the election of officers and
the transaction of other business. Notice of such meeting need not be given.
Such meeting may be held at any other time or place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors or in a consent and waiver of notice thereof signed by all the
Directors, at which meeting the same matters shall be acted upon as is above
provided.
Section 3.10 Regular Meetings. Regular meetings of the Board of
Directors shall be held at such place and at such times as the Board of
Directors shall by resolution fix and determine from time to time. No notice
shall be required for any such regular meeting of the Board.
Section 3.11 Special Meetings; Notice.
(a) Special meetings of the Board shall be held whenever called by
direction of the Chairman of the Board, the President, or one-third (1/3) of the
Directors in office at the time.
(b) Notice of each such meeting shall be delivered to each Director at
least two (2) days before the date on which the meeting is to be held by mail,
telephone, telegraph, cable, radio or wireless, or personally. Each notice shall
state the time and place of the meeting. The notice need not specify the
business to be transacted. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting. At any meeting at which
every Director shall be present, even without any notice, any business may be
transacted.
Section 3.12 Substitutes for Notice. A written waiver of notice signed
by a Director, whether before or after the time of the meeting stated therein,
shall be equivalent to the giving of such notice in due time as required by
these Bylaws. Attendance of a Director at or participation in a meeting shall
constitute a waiver of notice of such meeting, unless the Director at the
beginning of the meeting or promptly upon arrival objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.
Section 3.13 Director's Assent Presumed. A Director of the Corporation
who is present at a meeting of its Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless the Director's dissent shall be entered in the minutes of the meeting or
unless the Director shall file a written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered or certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Section 3.14 Order of Business.
(a) At meetings of the Board of Directors, business shall be transacted
in such order as, from time to time, the Board of Directors may determine.
(b) At all meetings of the Board, the Chairman of the Board or chairman
of the meeting or in his or her absence, vice chairman, or in their absence the
President, or in the President's absence the most senior Vice President present,
or otherwise the person designated by the vote of a majority of the Directors
present shall preside.
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Section 3.15 Action Without Meeting. Any action required or permitted
by law to be taken at any meeting of the Board of Directors may be taken without
a meeting if the action is taken by all members of the Board and if one or more
consents in writing setting forth the action so taken shall be signed by all the
Directors then in office and included in the minutes. The action is effective on
the date the last Director signs the consent unless the consent specifies a
different date.
Section 3.16 Committees.
(a) The Board of Directors, by resolution adopted by the affirmative
vote of a majority of the number of Directors then in office, shall establish
one or more committees as hereinafter provided, each committee to consist of two
(2) or more Directors appointed by the Board of Directors. Any such committee
shall serve at the will of the Board of Directors. Each such committee shall
have the powers and duties delegated to it by the Board of Directors. The Board
of Directors may elect one or more of its members as alternate members of any
such committee who may take the place of any absent member or members at any
meeting of such committee upon request by the President or the chairman of such
committee. Each such committee shall fix its own rules governing the conduct of
its activities as the Board of Directors may request.
(b) A committee of the Board shall not: (i) authorize distributions by
the Corporation; (ii) approve or propose to shareholders of the Corporation
action that the law requires be approved by shareholders; (iii) fill vacancies
on the Board of Directors of the Corporation or on any of its committees; (iv)
amend the Articles of Incorporation of the Corporation; (v) adopt, amend, or
repeal Bylaws of the Corporation; (vi) approve a plan of merger not requiring
shareholder approval; (vii) authorize or approve reacquisition of shares by the
Corporation, except according to a formula or method prescribed by the Board of
Directors; or (viii) authorize or approve the issuance or sale or contract for
sale of shares, or determine the designation and relative rights, preferences,
and limitations of a class or series of shares, except that the Board of
Directors may authorize a committee or a senior executive officer of the
Corporation to do so within limits specifically prescribed by the Board of
Directors.
(c) The Board of Directors at each annual meeting shall appoint an
Executive Committee, to consist of the Chairman of the Board and two or more
members of the Board of Directors. When the Board of Directors is not in
session, the Executive Committee shall have and may exercise any and all powers
conferred upon the Board of Directors by law, the Articles of Incorporation, or
these Bylaws, except to elect or remove officers and except as heretofore
provided in this Section 3.16. The Executive Committee has the authority to
elect officers of the Corporation but may not remove any officers of the
Corporation.
(d) The Board of Directors at each annual meeting may appoint an
Investment Committee, to consist of two directors of this Corporation including
the Chairman of the Board. When the Board of Directors is not in session, the
Investment Committee shall have the power to authorize the investment of funds
in such securities as it shall approve, and shall have power to authorize the
sale, or exchange, or transfer of any securities owned by the Corporation.
(e) The Corporation shall have a committee of the board of directors
known as the Audit Committee made up of at least two persons, with the number to
be established by the board of directors at each annual meeting. The majority of
the members of the Audit committee shall be independent directors. The Audit
Committee shall evaluate the Corporation's systems of internal control and test
for compliance therewith on a continuing basis and shall report its findings to
the board of directors at least annually.
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ARTICLE 4
OFFICERS
Section 4.1 Generally. The offices of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents (the number
thereof to be determined by the Board of Directors), a Secretary, a Treasurer,
and such other officers as may from time to time be appointed by the Board of
Directors. None of the officers, except the Chairman of the Board, need be a
Director. One person may hold the offices and perform the duties of any two or
more of said offices except the offices of President and Secretary. In its
discretion, the Board of Directors may delegate the powers or duties of any
officer to any other officer or agent, notwithstanding any provision of these
Bylaws, and the Board of Directors may leave unfilled for any such period as it
may fix any office except those of President, Treasurer, and Secretary. The
officers of the Corporation shall be appointed annually by the Board of
Directors at the annual meeting thereof. Each such officer shall hold office
until the next succeeding annual meeting of the Board of Directors and until his
or her successor shall have been duly chosen and shall qualify or until his or
her death or until he or she shall resign or shall have been removed from
office.
Section 4.2 Removal. Any officer may be removed by the Board of
Directors, with or without cause, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.
Section 4.3 Powers and Duties of the Chairman of the Board. The
Chairman of the Board shall preside at all meetings of the Board of Directors,
shareholders, Executive Committee, Investment Committee, and such other
committees to which he or she shall have been appointed and at the meeting of
which he or she may be present; and shall have such other powers and duties he
or she may be called upon to perform by the Board.
Section 4.4 Powers and Duties of the President. Subject to the
provisions of these Bylaws and to the direction of the Board of Directors, the
President shall have the responsibility for the general management and control
of the business and affairs of the Corporation and shall perform all duties and
have all powers which are commonly incident to the office of President or which
are delegated to him or her by the Board of Directors. He or she shall have
power to sign all stock certificates, contracts, and other instruments of the
Corporation which are authorized and shall have general supervision and
direction of all of the other officers, employees, and agents of the
Corporation.
Section 4.5 Powers and Duties of the Vice President(s). In the
absence of the President or in the event of the death, inability, or refusal to
act of the President, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in the order designated at the time of their
election, or in the absence of any designation, the senior Vice President in
length of service) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the Corporation; and shall perform such
other duties and have such authority as from time to time may be assigned to
such Vice President by the President or by the Board of Directors.
Section 4.6 Powers and Duties of the Secretary. The Secretary shall (a)
keep minutes of all meetings of the shareholders and of the Board of Directors;
(b) authenticate records of the Corporation and attend to giving and serving all
notices of the Corporation as provided by these Bylaws or as required by law;
(c) be custodian of the corporate seal (if any), the stock certificate book, and
such other books, records, and papers as the Board of Directors may direct, and
see that the corporate seal (if any) is affixed to all stock certificates and to
all documents, the execution of which on behalf of the Corporation under its
seal (if any) is duly authorized; (d) keep a stock record showing the names of
all persons who are shareholders of the Corporation, their post office addresses
as furnished by each such shareholder, and the number of shares each class of
stock held by them respectively and, at least ten (10) days before each
shareholders meeting, prepare a complete list of shareholders entitled to vote
at such meeting arranged in alphabetical order; (e) sign with the President or a
Vice President certificates for shares of the Corporation, the issuance of which
shall have been duly authorized; and (f) in general, perform all duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to the Secretary by the President or the Board of Directors.
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Section 4.7 Powers and Duties of the Treasurer. The Treasurer shall (a)
have custody of and be responsible for all moneys and securities of the
Corporation, shall keep full and accurate records and accounts in books
belonging to the Corporation, showing the transactions of the Corporation, its
accounts, liabilities, and financial condition, and shall see that all
expenditures are duly authorized and are evidenced by proper receipts and
vouchers; (b) deposit in the name of the Corporation in such depository or
depositories as are approved by the Directors all moneys that may come into the
Treasurer's hands for the Corporation's accounts; (c) render an account of the
financial condition of the Corporation at least annually; and (d) in general,
perform such duties as may from time to time be assigned to the Treasurer by the
President or by the Board of Directors.
Section 4.8 Assistants. There shall be such number of Assistant
Secretaries and Assistant Treasurers as the Board of Directors may from time to
time authorize and appoint. The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or by the President or the Board of
Directors. The Board of Directors shall have the power to appoint any person to
act as assistant to any other officer, or to perform the duties of any other
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer so appointed shall have the
power to perform all the duties of the office to which he or she is so appointed
to be assistant, or as to which he or she is so appointed to act, except as such
power may be otherwise defined or restricted by the Board of Directors.
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ARTICLE 5
SHARES, THEIR ISSUANCE AND TRANSFER
Section 5.1 Consideration for Shares. The Board of Directors may
authorize shares to be issued for consideration consisting of any tangible or
intangible property or benefit to the Corporation as provided by law. Before the
Corporation issues shares, the Board of Directors must determine that the
consideration received or to be received for shares to be issued is adequate.
Section 5.2 Certificates for Shares. Every shareholder of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors shall prescribe, certifying the number and class
of shares of the Corporation owned by such shareholder.
Section 5.3 Issuance of Certificates. The certificates for shares of
stock shall be numbered within each class in the order in which they shall be
issued within such class and shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary of the Corporation, and
may be sealed with the seal (if any) of the Corporation or a facsimile thereof.
The signatures of the President or Vice President and the Secretary or Assistant
Secretary or other persons signing for the Corporation upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer or other authorized person who has signed
or whose facsimile signature has been placed upon such certificate for the
Corporation shall have ceased to be such officer or employee or agent before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he or she were such officer or employee or agent at the date of its
issue.
Section 5.4 Share Record. A record shall be kept by the Secretary, or
by any other officer, employee, or agent designated by the Board of Directors,
of the names and addresses of all shareholders and the number and class of
shares held by each represented by such certificates and the respective dates
thereof and in case of cancellation, the respective dates of cancellation.
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Section 5.5 Cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall be been so cancelled, except as provided in
Section 5.8 of these Bylaws.
Section 5.6 Transfer of Stock. Transfers of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
record holder thereof, or by his or her attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the Corporation, and
on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation; provided, however, that whenever
any transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary of the Corporation, shall be so
expressed in the entry of transfer.
Section 5.7 Regulations. The Board of Directors may make such other
rules and regulations as it may deem expedient, not inconsistent with law,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.
Section 5.8 Lost, Destroyed, or Mutilated Certificates. In the event of
the loss, theft, or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft, or destruction and concerning
the giving of a satisfactory bond or bonds of indemnity.
Section 5.9 Record Date. The Board may fix, in advance, a date as the
record date for any determination of shareholders for any purpose, such date in
every case to be not more than seventy (70) days prior to the date on which the
particular action or meeting, requiring such determination of shareholders, is
to be taken or held. If no record date is so fixed for the determination of
shareholders, the close of business on the day before the date on which the
first notice of a shareholder meeting is delivered or the date on which the
resolution of the Board of Directors declaring the share dividend or
distribution (other than in connection with a repurchase or reacquisition of
shares) is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof, unless (i) the Board
of Directors selects a new record date, (ii) the meeting is adjourned to a date
which is more than one-hundred twenty (120) days after the date fixed for the
original meeting, or (iii) a new record date is otherwise required by law.
Section 5.10 Dividends. The Directors may from time to time declare and
the Corporation may pay dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
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ARTICLE 6
MISCELLANEOUS PROVISIONS
Section 6.1 Facsimile Signatures. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
Section 6.2 Corporate Seal. The Board of Directors may by resolution
(but shall not be required to) provide for a corporate seal which, if provided,
shall be circular in form and shall bear the name of the Corporation and the
words "Corporate Seal" and "Iowa". The Secretary shall be custodian of any such
seal. The Board of Directors may also authorize a duplicate seal to be kept and
used by any other officer.
Section 6.3 Fiscal Year. The fiscal year of the Corporation shall end
at the close of business on the last day of December each year or such other
date as may be adopted by resolution of the Board of Directors.
Section 6.4 Voting of Stocks Owned by the Corporation. In the absence
of a resolution of the Board of Directors to the contrary, the Chairman, the
President, or any Vice President acting within the scope of his or her authority
as provided in Section 4.5 of these Bylaws is authorized and empowered on behalf
of the Corporation to attend, vote, grant discretionary proxies to be used at
any meeting of shareholders of any corporation in which this Corporation holds
or owns shares of stock, and in that connection, on behalf of this Corporation,
to execute a waiver of notice of any such meeting. The Board of Directors shall
have authority to designate any officer or person as a proxy or attorney-in-fact
to vote shares of stock in any other corporation in which this Corporation may
own or hold shares of stock.
Section 6.5 Shareholders' Right to Information.
(a) A shareholder of the Corporation is entitled to inspect and copy,
during regular business hours at the Corporation's principal office, any of the
following records of the Corporation, if the shareholder gives the Corporation
written notice of the shareholder's demand at least five (5) business days
before the date on which the shareholder wishes to inspect and copy:
(1) Articles of Incorporation and all amendments
currently in effect;
(2) Bylaws and all amendments currently in effect;
(3) Resolutions adopted by the Board of Directors creating one
or more classes or series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding;
(4) Minutes of all shareholders meetings and records of all
action taken by shareholders without a meeting for the past three
years;
(5) All written communications to shareholders generally
within the past three (3) years, including the financial statements
furnished for the past three (3) years;
(6) A list of the names and business addresses of the
Corporation's current Directors and officers; and
(7) The Corporation's most recent annual report delivered to
the Iowa Secretary of State.
(b) If (i) a shareholder makes a demand in good faith and for a proper
purpose, (ii) the shareholder describes with reasonable particularity the
shareholder's purpose and the records the shareholder desires to inspect, and
(iii) the record requested is directly connected with the shareholder's stated
purpose, the shareholder shall also be entitled to inspect and copy, during
regular business hours at a reasonable location specified by the Corporation,
any of the following records of the Corporation; provided, the shareholder gives
the Corporation written notice of the shareholder's demand at least five (5)
business days before the date on which the shareholder wishes to inspect and
copy any of the following:
(1) Excerpts from minutes of any meeting of the Board of
Directors, records of any actions of a committee of the Board of
Directors while acting as authorized by the Board of Directors on
behalf of the Corporation, minutes of any meeting of the shareholders,
and records of action taken by the shareholders or the Board of
Directors without a meeting to the extent not subject to inspection
under the preceding subparagraph;
(2) Accounting records of the Corporation; and
(3) The record of shareholders of the Corporation.
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ARTICLE 7
NON-LIABILITY AND INDEMNIFICATION
Section 7.1 Non-liability for Monetary Damages. A Director of this
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a Director,
except as provided in the Articles of Incorporation.
Section 7.2 Indemnification. Each individual who is or was a director,
officer, employee, or agent of the Corporation (and the heirs, executors,
personal representatives, or administrators of such individual) who was or is
made a party to, or is involved in any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that such person is or was a director, officer, employee,
or agent of the Corporation or is or was serving at the request of the
Corporation as a Director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise ("Indemnitee"), shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by applicable law, as the same
exists or may hereafter be amended. In addition to the indemnification conferred
in this Article, the Indemnitee shall also be entitled to have paid directly by
the Corporation the expenses reasonably incurred in defending any such
proceeding against such Indemnitee, in advance of its final disposition, to the
fullest extent authorized by applicable law, as the same exists or may hereafter
be amended.
Section 7.3 Other Rights Not Excluded. The rights and authority
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Articles of Incorporation, provision of the Bylaws of the Corporation,
agreement, vote of shareholders or disinterested Directors, or otherwise.
ARTICLE 8
AMENDMENTS TO BYLAWS
These Bylaws may be amended or repealed by the Board of Directors or by
the shareholders; provided, however, that the shareholders may from time to time
specify particular provisions of the Bylaws which shall not be amended or
repealed by the Board of Directors.
/s/ George T. Oleson
--------------------------------
George T. Oleson, Secretary
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