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EXHIBIT (6)(b)
BY-LAWS
OF
FIRST SUNAMERICA LIFE INSURANCE COMPANY
(formerly The Capitol Life Insurance Company of New York)
As Amended January 1, 1996
__________
ARTICLE 1
STOCKHOLDERS' MEETING
RECEIVED
ALBANY OFFICE
OFFICE OF GENERAL COUNSEL
FEB - 6 1996
INSURANCE DEPT.
STATE OF N.Y.
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders for the
election of the directors and for the transaction of such other business as may
come before such meeting shall be held on the fourth Tuesday in June of each
year.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Secretary upon written request of the Chairman of the Board, the
President, or of three directors. 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 the stockholders entitled to vote with respect to such business.
SECTION 3. PLACE OF MEETINGS. All meetings of the stockholders shall be
held at the office of the Company in New York City, or at such other place or
places within or without the State of New York as shall from time to time be
designated by the board of directors.
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SECTION 4. NOTICE OF MEETINGS. Notice of all meetings, annual or special,
shall be given by mailing to each stockholder entitled to vote thereat, at
least ten days and not more than 50 days before such meeting, a written or
printed notice of the time, place and purpose or purposes thereof. Any notice
of meeting which has as one of its purposes the election of directors shall be
filed in the office of the Superintendent of Insurance of the State of New York
at least 10 days prior to the date of any such meeting.
SECTION 5. QUORUM. 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
stockholders entitled to vote thereat, represented in person or by proxy, may
adjourn the meeting to a day certain.
SECTION 6. VOTING. At all meetings of stockholders each share of stock
held by a stockholder entitled to vote on any matter, represented in person or
by proxy, shall be entitled to one vote, provided, however, that no stockholder
shall vote his stock within one year after the date of acquisition thereof or
until 10 days after written notice of acquisition thereof has been filed with
the Superintendent of Insurance of the State of New York, whichever shall first
occur. Proxies shall be in writing and shall be signed by the stockholder. Two
inspectors of election shall be appointed by the Chairman at any stockholders'
meeting at which inspectors are required.
SECTION 7. WRITTEN CONSENT. Any action required or permitted to be taken
at any meeting of stockholders may be taken without a meeting by the written
consent thereto of the stockholders, 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 nineteen directors. The
number of directors shall be determined by vote of
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the stockholders at the annual meeting and until the first such meeting, the
number of directors shall be fourteen. The number of directors determined by
the stockholders at any annual meeting may be increased or decreased, within
the limits prescribed in this section, by vote of the stockholders or the whole
board of directors.
At all times a majority of the directors shall be citizens and residents
of the United States, not less than one-third of the directors shall be persons
who are not officers of 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 the Company
or any such entity ("Non-Affiliates"), and not fewer than three directors shall
be residents of the State of New York. Directors shall be at least eighteen
years of age but need not be stockholders.
SECTION 2. ELECTION AND REMOVAL. The board of directors shall be elected
at the annual meeting of stockholders to serve until the next annual meeting
and until their successors shall be elected and qualify. Any or all of the
directors may be removed, with or without cause, by vote of the stockholders.
SECTION 3. VACANCIES. Whenever any vacancy shall occur in the office of a
director, such vacancy may be filled for the unexpired term by vote of the
stockholders or by majority vote of the remaining directors. Where the number
of directors is increased, additional directors may be elected by the
stockholders or by the board of directors. No director elected pursuant to this
section shall take office or exercise the duties thereof until 10 days after
written notice of his election shall have been filed in 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 stockholders and
at such intervals and on such dates as the board may designate.
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SECTION 5. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by order of the Chairman of the Board, the President or upon the
written request of any two members of the board.
SECTION 6. PLACE OF MEETING. Meetings of the board of directors shall be
held at the office of the Company in New York City or at such other place
within or without the State of New York as may be designated in the notice
thereof.
SECTION 7. NOTICE OF MEETINGS. Notice of all regular or special meetings,
other than the regular meeting held immediately following the annual meeting of
stockholders, shall be given by mailing to each director 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 8. BUSINESS TRANSACTED AT MEETINGS. No business and no corporate
action shall be considered at any special meeting of the board of directors
(other than that stated in any notice of such meeting) except by the unanimous
vote of all the directors present at such meeting.
SECTION 9. QUORUM. A quorum shall consist of not less than a majority of
the directors then in office, provided, that a quorum must include at least one
Non-Affiliate.
SECTION 10. ACTION BY THE BOARD. Subject to the provisions of Article X,
Sections 4 and 5 hereof, any reference to corporate action to be taken by the
board of directors shall mean such action at a meeting of the board. 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 11. COMPENSATION. The compensation of directors shall be regulated
and determined by the stockholders. Nothing herein contained shall be construed
to preclude any director from serving the Company in any other capacity,
provided that no director who is also an officer of the Company shall receive
any fee for serving as a director of the Company.
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ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. MEMBERSHIP. The board of directors by a majority vote of the
whole board may elect from its own number an Executive Committee, to serve at
the pleasure of the board, consisting of at least five members, one-third of
which are Non-Affiliates. The Executive Committee shall elect from among its
members a Chairman and a Secretary.
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 the powers of the
board with respect to the conduct and management of the business and property
of the Company and shall have 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 shall cause them to be recorded 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 Executive Committee shall
be held at the office of the Company in New York City 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.
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SECTION 6. QUORUM. A quorum shall consist of a majority of the total
number of members of the Committee then in office and shall include at least
one member who is a Non-Affiliate.
ARTICLE IV
FINANCE COMMITTEE
SECTION 1. MEMBERSHIP. The board of directors by a majority vote of the
whole board may elect from its own number a Finance Committee to serve at the
pleasure of the board, consisting of at least five members, one-third of which
are Non-Affiliates the number to be determined by the board of directors. The
Finance Committee shall elect from among its members a Chairman and a Secretary.
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 shall cause them to be recorded 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 MEETING. Meetings of the Finance Committee shall be
held at the office of the Company in New York City or at such other place
within or without the State of New York as may be designated in the notice
thereof.
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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 and shall include at least
one member who is a Non-Affiliate.
ARTICLE V
AUDIT COMMITTEE
SECTION 1. MEMBERSHIP. The board of directors by a majority vote of the
whole board shall elect from its own number an Audit Committee to serve at the
pleasure of the board, consisting of at least five members, all of which are
Non-Affiliates. The Audit Committee shall elect from among its members a
Chairman and a Secretary.
SECTION 2. POWERS OF THE AUDIT COMMITTEE. The Audit Committee shall
possess and have responsibility for recommending the selection of independent
certified public accountants, reviewing the Company's financial condition, the
scope and results of the independent audit and any internal audit, nominating
candidates for director for election by shareholders or policyholders, and
evaluating the performance of officers deemed by the Audit Committee to be
principal officers of the Company and recommending to the whole board the
selection and compensation of such principal officers.
SECTION 3. MEETINGS. Meetings of the Audit 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 shall cause them to be recorded 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.
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SECTION 4. PLACE OF MEETING. Meetings of the Audit Committee shall be held
at the office of this Corporation in New York City 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 MEETING. 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.
ARTICLE VI
OFFICERS
SECTION 1. DUTIES IN GENERAL. All officers of the Company, in addition to
the duties prescribed by the by-laws, 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, the Chairman of the Board, or the
President may otherwise direct.
SECTION 2. NUMBER OF DESIGNATION. The officers of the Company shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a
Treasurer, one or more Assistant Secretaries, one or more Assistant Treasurer,
and one or more Assistant Vice Presidents, and such other officers as the board
of directors may from time to time deem advisable.
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SECTION 3. ELECTION AND TERM OF OFFICE. All officers shall be elected
annually by the board of directors at the meeting of the board held immediately
following the annual meeting of stockholders and shall hold office at the
pleasure of the board until their successors shall have been duly elected and
qualify. The board of directors shall also have the power at any time and from
time to time to elect or appoint or delegate its power to appoint, any
additional officers not then elected, and any such officer so elected or
appointed shall serve at the pleasure of the board until the next annual meeting
of stockholders and until their respective successors shall be elected,
appointed or qualified. A vacancy in any office resulting from death,
resignation, removal, disqualification or from any other cause, shall be filled
for the balance of the unexpired term by the board of directors at a meeting
called for that purpose, or at any regular meeting, or, if such office had been
filled prior to such vacancy by appointment other than by the board, by the
committee or person making such appointment.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the stockholders and of the board of directors and he shall
perform such other duties as from time to time may be assigned to him by the
board of directors.
SECTION 5. PRESIDENT. The President, in the absence of the Chairman of the
Board, shall preside at all meetings of the stockholders and of the board of
directors. He shall be the chief executive officer and chief operating officer
of the Company in charge of the day-to-day operations of the Company.
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 Chairman of the Board or the President. The board of
directors, the Chairman of the Board or the President may from time to time
determine the order of priority as between two or more Vice Presidents.
SECTION 7. SECRETARY. The Secretary shall keep the minutes of the meetings
of the stockholders, of the board of directors, of the Executive Committee and
of the Finance
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Committee; shall issue notices of meetings; 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 are required by the board of directors, the Chairman of the Board or the
President.
SECTION 8. TREASURER. The Treasurer shall perform the duties incident to
his office and such other duties as are required of him by the board of
directors, the Chairman of the Board or the President.
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, the Chairman of
the Board or the President.
SECTION 10. COMPENSATION. The compensation of the officers shall be fixed
by the board of directors.
ARTICLE VII
CAPITAL STOCK
SECTION 1. CERTIFICATES. Every stockholder shall be entitled to a
certificate signed by the Chairman of the Board, the President or the Vice
President and by the Secretary or Assistant Secretary or the Treasurer or
Assistant Treasurer and under the seal of the Company, certifying the number of
shares and class of stock to which he is entitled. When any such certificate is
signed by a transfer agent or by a transfer clerk and by a registrar, the
signature of the Company's officers and the Company's seal upon the certificate
may be facsimiles, engraved or printed.
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SECTION 2. TRANSFER. Transfers of stock may be made on the books of the
Company only by the holder thereof in person or by his attorney duly authorized
thereto in writing and upon surrender and cancellation of the certificate
therefor duly endorsed or accompanied by a duly executed stock power.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The board of directors may
order a new certificate to be issued in place of a certificate lost or
destroyed upon proof of such loss or destruction and upon tender to the Company
by the stockholder of a bond on such amount and in such form and with or
without surety as may be ordered, indemnifying the Company against any
liability, claim, loss, cost or damage by reason of such loss or destruction
and the issuance of a new certificate.
ARTICLE VIII
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 IX
CORPORATE FUNDS AND SECURITIES
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 or Executive Committee may
determine and, when authorized by the board of directors or Executive Committee
may be endorsed for deposit to the credit of agents of the Company in such
manner as the board of directors or Executive Committee may direct.
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SECTION 2. WITHDRAWALS 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 or the Executive Committee may
from time to time authorize to sign the same.
SECTION 3. SALE AND TRANSFER OF SECURITIES. All sales and transfers of
securities shall be made by any member of the Executive Committee or Finance
Committee or by any officer of the Company under authority granted by a
resolution of the board of directors, the Executive Committee or the Finance
Committee.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 1. VOTING STOCK OF OTHER CORPORATIONS. The Chairman of the Board,
the President, any Vice 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
Chairman of the Board, the President, any Vice President, or any other officer
designated by the board of directors.
SECTION 2. NOTICES. Any notice under these by-laws 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 designed 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
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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.
SECTION 3. WAIVER OF NOTICE. Any stockholder, director or member of the
Executive Committee of the board of directors may at any time waive any notice
required to be 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 such notice thereof unless the person entitled to such notice
objects to the failure to give such notice.
SECTION 4. ACTION WITHOUT A MEETING. Unless otherwise restricted by the
Charter or these Bylaws, any action required or permitted to be taken at any
meeting of the board of directors or any committee thereof, may be taken
without a meeting, if all members of the board or committee, as the case may
be, consent thereto in writing and the writing or writings are filed with the
minutes of the proceedings of the board or committee.
SECTION 5. 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.
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ARTICLE XI
AMENDMENTS
The Bylaws may be amended in whole or in part by the vote of a majority of
all of the stockholders or the vote of all the members of the board of
directors.
The undersigned certifies that the foregoing is a true and complete copy
of the Bylaws of First SunAmerica Life Insurance Company with all amendments to
the date of this certificate.
Dated: January 1, 1996
/s/ LORIN M. FIFE
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Lorin M. Fife
Assistant Secretary
First SunAmerica Life Insurance Company
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