Ex. 6(b)
As last amended effective upon
the redomestication to Nebraska.
BY-LAWS
OF
JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
a Nebraska corporation
(formerly a New Hampshire corporation)
ARTICLE I
OFFICES
Section 1. Registered Office The Company shall maintain a registered office in
the state of its incorporation as required by law.
Section 2. Other Offices The Company may also have offices in such other places
as the Board of Directors may from time to time designate or as the business of
the Company may require.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 1. Annual Meetings. The annual meeting of shareholders shall be held at
2:00 p.m. local time on the first Monday in May each year, for the purpose of
electing directors of the Company and for the transaction of such other business
as may be properly brought before the meeting. If the annual meeting shall not
be held on that day, a substitute annual meeting may be called and held as
provided by law. Each meeting shall be held at the principal office of the
Company's ultimate parent company or at such other place, either within or
without the Company's state of incorporation, as may be designated in the notice
of the meeting.
Section 2. Special Meetings. Special meetings of the shareholders may be called
at any time by the Chairman of the Board or the President or by a majority of
the members of the Board of Directors of the Company, or as otherwise permitted
by law.
Section 3. Notice of Meetings Written notice stating the date, time and place of
each annual or special meeting of the shareholders shall be delivered in
accordance with law and not less than ten days nor more than sixty days before
the day thereof, by or at the direction of the Board or person calling the
meeting, to each shareholder of record entitled to vote at such meeting.
<PAGE>
Section 4. Informal Action by Shareholders. Any action which is required to be
taken or which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent or consents in writing, setting forth the action
so taken, shall be signed by all of the persons who would be entitled to vote
upon such action at a meeting, whether before, at or after the time stated
therein, and filed with the Secretary of the Company. Such written consent shall
have the same effect as a unanimous vote of the shareholders and may be stated
as such in any document required or permitted to be filed with any Commissioner
or Superintendent of Insurance and in any certificate or document prepared or
certified by any officer of the Company for any purpose.
ARTICLE III
DIRECTORS
Section 1. General Powers The business and affairs of the Company shall be
managed under the direction of its Board of Directors. The Board of Directors
shall have all power and authority provided by law. Without limitation, the
Board shall have power and authority to appoint an investment manager or advisor
with such authority as may be conferred upon it by the Board to consider, act
upon, and manage the investment and reinvestment of assets of the Company and to
service and administer the Company's investment operations and affairs;
provided, however, that all investment operations shall at all times be within
the ultimate control of the Board of Directors.
Section 2. Number and Residency. The number of directors constituting the Board
of Directors shall be not less than five nor more than eleven as may be fixed by
the Board of Directors or as otherwise provided by law and subject to any
corporate law that may limit an increase to 30% since the last shareholder
election of directors. At least one director shall be a resident of Nebraska to
the extent required by Nebraska law.
Section 3. Vacancies. Whenever any vacancy shall occur in the Board of
Directors, by reason of death, resignation, increase in the number of directors
or otherwise, it may be filled by a majority of the remaining directors, though
less than a quorum, or by the shareholders.
Section 4. Resignation. Removal. Any director may resign at any time. The
stockholders may, by majority vote, remove any director or directors, with or
without cause, at any time.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 1. Annual Meetings. The annual meeting of the Board of Directors shall
be held immediately after the annual or substitute annual meeting of
shareholders at the same location as the shareholders' meeting or at such other
place either within or without the Company's state of incorporation as may be
designated in the notice of such meeting.
Section 2. Other Regular Meetings. Regular meetings of the Board of Directors
may be held at such times and at such places as the Board may from time to time
determine, and if so determined no notice thereof need be given.
<PAGE>
Section 3. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, the President or any
two of the directors.
Section 4. Notice of Meetings. Written notice stating the place, day and hour of
a special meeting of the Board of Directors shall be mailed at least five days
before, or sent by telecopy or given by telephone at least two days before, the
date thereof to each director at his last known address. Notice of an annual,
regular or special meeting of the Board of Directors need not specify the
business to be transacted at, nor the purposes of, such meeting. The attendance
of a Director at a meeting shall constitute a waiver of notice of such meeting,
except a Director who attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened.
Section 5. Informal Action by Board and Committees Any action which is required
to be taken or which may be taken at a meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the
persons who would be entitled to vote upon such action at a meeting, whether
before, at or after the time stated therein, and filed with the records of
proceedings of the Board or committee. Such written consent shall have the same
effect as a unanimous vote of the Board or committee and may be stated as such
in any document required or permitted to be filed with any Commissioner or
Superintendent of Insurance and in any certificate or document prepared or
certified by any officer of the Company for any purpose.
Section 6. Chairman of the Board The Board of Directors shall elect one of the
Directors as Chairman of the Board. The Chairman shall preside at all meetings
of shareholders and the Board of Directors.
ARTICLE V
BOARD COMMITTEES
Section 1. Executive Committee The Board of Directors may appoint an Executive
Committee to consist of at least three Directors. The Executive Committee may
elect its own Chairman, Vice Chairman and Secretary (who need not be a member of
the Executive Committee) and may exercise all of the powers and authority of the
Board of Directors, except to the extent limited by the corporate laws of the
Company's state of incorporation.
Section 2. Other Committees. The Board of Directors may appoint other
committees, consisting of two or more members to the extent required by law,
which shall have such power and authority as shall be determined by the Board,
except as otherwise provided by law.
<PAGE>
ARTICLE VI
OFFICERS
Section 1. Election of Officers. The officers of the Company shall be elected by
the Board of Directors and shall consist of a Chairman of the Board (if the
Board of Directors designates this position as an officer), President,
Secretary, Treasurer and such Executive Vice Presidents, Senior Vice Presidents,
Vice Presidents and other officers as the Board of Directors may from time to
time elect. The Chairman of the Board (if an officer) or the President may
appoint for a fixed or indeterminate term and may remove at any time with or
without cause, (i) Assistant Secretaries and Assistant Treasurers and (ii)
assistant, associate and other subordinate officers whose authority and duties
shall be specified by, or-by a delegee of, an officer entitled to make such
appointments. Any two or more offices may be held by the same person, but no
individual may act in more than one capacity where action of two or more
officers is required.
Section 2. Removal. Any officer may be removed with or without cause at any time
by the Board of Directors, provided however, that such removal shall not affect
any written contractual rights of any such officer.
ARTICLE VII
DUTIES OF OFFICERS
Section 1. Chief Executive Officer and President. The Board of Directors shall
designate the Chairman of the Board or the President as the Chief Executive
Officer, who shall be the principal executive officer of the Company and shall
have the authority to supervise and control the management of the Company in
accordance with these Bylaws, subject to the direction of the Board of
Directors. The President, if not the Chief Executive Officer, shall perform such
duties and have such powers as the Board of Directors or the Chief Executive
Officer shall prescribe.
Section 2. Vice Presidents. Each Executive Vice President, Senior Vice President
and Vice President shall perform the duties and exercise the powers normally
conferred by statutory and general law and custom upon a vice president of a
company and shall perform such other duties and have such other powers as the
Board of Directors or the Chief Executive Officer shall prescribe.
Section 3. Secretary. The Secretary shall keep accurate records of the acts and
proceedings of all meetings of shareholders, Directors and committees thereof
and shall give all notices required by law or by these By-laws. The Secretary
shall have general charge of the corporate books and records, the stock transfer
books and the corporate seal, shall affix the corporate seal to any lawfully
executed instrument requiring it, and shall sign such instruments as may require
his or her signature. The Secretary shall perform all duties incident to the
office of Secretary and shall perform such other duties and have such other
powers as shall be prescribed from time to time by the Board of Directors or the
Chief Executive Officer.
Section 4. Treasurer. The Treasurer shall have custody of all funds belonging to
the Company and shall receive, deposit or disburse the same as provided by law,
and subject to such instruction as may be given by the Board of Directors or the
Chief Executive Officer. The Treasurer shall, in general, perform all duties
incident to the office of Treasurer and shall perform such other duties and have
such other powers as shall be prescribed from time to time by the Board of
Directors or the Chief Executive Officer.
<PAGE>
Section 5. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers shall perform such duties and exercise such
powers of those offices as shall be assigned to them by the Secretary or the
Treasurer, respectively, or by the Board of Directors or the Chief Executive
Officer, and shall have the authority to act in the absence or inability to act
of the respective officer.
Section 6. Facsimile Signatures. The facsimile signature for any officer may be
used in any instance in which such officer's signature is required or used on
any instrument on behalf of the Company.
ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFERS
Section 1. Certificates for Shares. Every shareholder shall be entitled to a
certificate or certificates representing shares of the Company owned by such
shareholder. They shall be consecutively numbered or otherwise identified; and
the name and address of the persons to whom they are issued, with the number of
shares and date of issue, shall be entered on the stock transfer records of the
Company. Certificates shall be signed by the President or a Vice President and
attested by the Secretary or an Assistant Secretary, and bear the corporate
seal, except as otherwise specified by the Board of Directors.
Section 2. Transfer of Shares. Transfer of shares may be made on the stock
transfer records of the Company upon surrender of the certificates for the
shares sought to be transferred by the record holder thereof or by his or her
duly authorized agent, transferee or legal representative. All certificates
surrendered for transfer shall be cancelled before new certificates for the
transferred shares shall be issued.
ARTICLE IX
GENERAL. PROVISIONS
Section 1. Financial Instruments and Transfers All promissory notes, bills,
negotiable instruments, checks, bank drafts, orders for the payment, transfer or
withdrawal of funds, and all other similar instruments of the Company shall be
signed, executed or endorsed on behalf of the Company under such procedures as
may be established or authorized from time to time by the Board of Directors or
the Executive Committee.
Section 2. Contracts and Other Instruments. Except as otherwise required by law,
the Articles of Incorporation or these By-laws, any contracts or other
instruments not within the scope of Section 1 of this Article may be executed on
behalf of the Company by such officer(s) of the Company as the Board of
Directors or the Executive Committee may direct. Subject to any restrictions
imposed by the Board, any one or more of the Chairman of the Board (if an
officer), the President, any Vice President, the Secretary and the Treasurer of
the Company may execute bonds, contracts, deeds, leases, and other agreements
and instruments on behalf of the Company.
Section 3. Dividends. The Board of Directors may from time to time declare, and
the Company may pay, dividends on its outstanding shares in cash, property or
its own shares subject to the provisions of applicable law. The Board of
Directors or the Executive Committee may declare, inaugurate, change and modify,
continue or cancel, at any time, and from time to time, the scale of dividends
payable to policyholders; and, the Company may pay or cease paying such
dividends as prescribed by the Board of
<PAGE>
Directors or the Executive Committee
Section 4. Seal. The seal of the Company shall consist of a flat-faced circular
die with the words and figures, "Jefferson Pilot Financial Insurance Company,
Incorporated, Nebraska" cut or engraved thereon.
Section 5. Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director by law, by the Articles of Incorporation or by these
By-laws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before, at or after the time stated therein, shall be
equivalent to the giving of such notice.
Section 6. Fiscal Year. The fiscal year of the Company shall end on December 31
unless otherwise fixed by the Board of Directors.
Section 7. Emergency Authority The Board of Directors, by resolution adopted by
a majority of the whole Board, may make advance provision for the continuity and
authority of the Company's management in the event of a major catastrophe such
as a nuclear disaster, resulting in the loss or unavailability of members of the
Board of Directors, whether by death, incapacity, isolation or otherwise, or in
loss or unavailability of officers of the Company, and, in the event of such a
major catastrophe, the terms of any such resolution shall have the same effect
as if included in these By-laws and shall supersede the terms of these By-laws
to the extent that they may be inconsistent herewith.
Section 8. Amendments. These By-laws may be amended or repealed and new By-laws
may be adopted either (i) by the shareholders or (ii) by the Board of Directors
unless the shareholders otherwise specify.
- End of By-laws -
