BYLAWS
OF
KANSAS CITY LIFE INSURANCE COMPANY
The Lioness... protecting her own.
KANSAS CITY LIFE
INSURANCE COMPANY
SUMMARY OF CONTENTS
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<S> <C>
ARTICLE I
OFFICES .................................................................................... 1
ARTICLE II
STOCKHOLDERS
Section 1: Annual Meetings ........................................................... 1
Section 2: Special Meetings .......................................................... 1
Section 3: Place of Meeting .......................................................... 1
Section 4: Notice of Meetings ......................................................... 1
Section 5: Conduct of Meeting ....................................................... 1
Section 6: Voting Lists ............................................................... 2
Section 7: Quorum ..................................................................... 2
Section 8: Proxies ................................................................... 2
Section 9: Voting ..................................................................... 2
Section 10: Notice of Stockholder Business ............................................ 2
ARTICLE III
DIRECTORS
Section 1: General Powers ............................................................. 3
Section 2: Number, Election, and Term of Directors ................................... 3
Section 3: Nomination of Directors ................................................... 3
Section 4: Removal of Directors ...................................................... 3
Section 5: Vacancies ................................................................. 4
Section 6: Advisory Directors ........................................................ 4
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1: Annual and Regular Meetings ............................................... 4
Section 2: Special Meetings .......................................................... 4
Section 3: Notice .................................................................... 4
Section 4: Place of Meeting .......................................................... 5
Section 5: Quorum and Voting Meeting ................................................. 5
Section 6: Actions of the Board of Directors Without a Meeting ........................ 5
Section 7: Participation Meeting ..................................................... 5
Section 8: Committees Meeting ........................................................ 5
Section 9: Executive Committee Meeting ............................................... 5
Section 10: Evaluating Acquisition Proposals Meeting .................................. 6
ARTICLE V
OFFICERS
Section 1: Number .................................................................... 6
Section 2: Election and Term of Office ................................................ 7
Section 3: Vacancies ................................................................ 7
Section 4: Removal .................................................................... 7
Section 5: Delegation of Authority to Hire, Discharge, and Designate Duties .......... 7
Section 6: Chairman of the Board ..................................................... 7
Section 7: Vice Chairman of the Board .............................................. 7
Section 8: President .................................................................. 7
Section 9: Vice President ............................................................. 7
Section 10: Actuary .................................................................... 8
Section 11: Auditor .................................................................... 8
Section 12: Controller ................................................................. 8
Section 13: General Counsel ........................................................... 8
Section 14: Secretary .................................................................. 8
Section 15: Treasurer .................................................................. 8
Section 16: Associate and Assistant Officers ........................................... 8
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1: Contracts .................................................................. 8
Section 2: Loans ...................................................................... 9
Section 3: Checks, Drafts and Other Documents ....................................... 9
Section 4: Deposits ................................................................... 9
ARTICLE VII
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 1: Certificates of Stock ...................................................... 9
Section 2: Lost Certificates ......................................................... 9
Section 3: Transfer of Shares ......................................................... 9
Section 4: Treasury Stock ............................................................. 9
ARTICLE VIII
DIVIDENDS ................................................................................... 9
ARTICLE IX
SEAL ........................................................................................ 9
ARTICLE X
WAIVER OF NOTICE ............................................................................ 10
ARTICLE XI
FISCAL YEAR ................................................................................. 10
ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS ........................................... 10
ARTICLE XIII
AMENDMENTS ................................................................................. 12
</TABLE>
BYLAWS
OF
KANSAS CITY LIFE INSURANCE COMPANY
ARTICLE I
OFFICES
The principal business office of the Company in the State of Missouri shall
be located in Kansas City. The Company may have such other offices, either
within or without the State of Missouri, as the business of the Company may
require from time to time. The Registered Office of the Company in the State of
Missouri may be, but need not be, identical with the address of its principal
business office in the State of Missouri, and the Registered Office may be
changed from time to time by the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1: Annual Meetings. Annual Meetings of the Stockholders shall be
held at 9:00 a.m., on the Thursday immediately preceding the fourth Monday in
April of each year for the purpose of electing Directors and for the transaction
of such other business as may properly come before the meeting pursuant to the
provisions of this Article. If the day fixed for the Annual Meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held on the day designated herein for
any Annual Meeting, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a Special Meeting of the Stockholders as soon
thereafter as such a meeting conveniently may be held.
Section 2: Special Meetings. Special Meetings of the Stockholders may be
called by resolution of the Board of Directors, or by the written request of the
President, or the Secretary, or a majority of the members of the Board of
Directors, or by the written request of holders of not less than a majority of
all the outstanding shares of stock of the Company. Such resolution or request
shall state specifically the business to be transacted at the Special Meeting. A
copy of any such written request shall be delivered to the Secretary of the
Company, who shall cause a written or printed notice of the Special Meeting
complying with the provisions of this Article to be delivered to the
Stockholders.
Section 3: Place of Meeting. Annual and Special Meetings of the
Stockholders shall be held at such place, within or without the State of
Missouri, as is designated by the Board of Directors. A Special Meeting called
by the stockholders shall be held at the principal business office of the
Company.
Section 4: Notice of Meetings. Written or printed notice stating the place,
day and hour of the meeting and, 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) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, or by any other means (including but not limited to
instantaneous, overnight, or other means of rapid delivery) by or at the
direction of the President or the Secretary of the Company to each Stockholder
of record entitled to vote at such meeting. Such notice shall be deemed to be
delivered when deposited in the United States mail or other means of delivery
addressed to the Stockholder at such Stockholder's address as it appears on the
records of the Company, with postage thereon prepaid or the payment of delivery
charges thereon provided for, or at the time of actual delivery, whichever is
earlier.
Section 5: Conduct of Meeting. The President shall designate an individual
to serve as the Chairman of the meeting, who may be any individual present in
person at the meeting, including the President. The Chairman of the meeting
shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts and things as are necessary or desirable for
the proper conduct of the meeting, including, without limitation, the
establishment of procedures for the maintenance of order and safety, limitations
on the time allotted to Stockholders for questions or comments on the affairs of
the Company, restrictions on entry to such meeting after the time prescribed for
the commencement thereof, and the opening and closing of the voting polls.
Section 6: Voting Lists. At least ten (10) days before each meeting of
Stockholders., the Officer or agent having charge of the transfer book for
shares of the Company shall make a complete list of the Stockholders entitled to
vote at such meeting, arranged in alphabetical order with the address of and the
number of shares held by each Stockholder, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the Registered Office of
the Company and shall be subject to inspection by any Stockholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to the
Stockholders entitled to examine such list or share ledger or transfer book and
as to the Stockholders entitled to vote at any meeting of the Stockholders.
Section 7: Quorum. A majority of the outstanding shares of the Company,
represented in person or by proxy, shall constitute a quorum at any meeting of
the Stockholders; provided, however, that if less than a majority of the
outstanding shares is represented at said meeting, a majority of the shares so
represented may adjourn the meeting, from time to time without further notice,
to a date not longer than ninety (90) days from the date originally set for such
meeting.
Section 8: Proxies. At all meetings of Stockholders, a Stockholder may vote
either in person or by proxy executed by such Stockholder or by such
Stockholder's duly authorized attorney-in-fact, but the proxy shall be a legal
voter of the Company; provided, however, that all proxies are subject to the
provisions of Section 375.191, RSMo, or any successor statutes. Such proxy shall
be in writing, shall state the name of the person to cast: the vote and the date
of the meeting at which the vote shall be cast, and such proxy shall be filed
with the Secretary of the Company before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
Section 9: Voting. Except as otherwise provided by statute or by the
Articles of Incorporation and subject to the provisions of these Bylaws, each
Stockholder shall be entitled to one (1) vote for each share of capital stock
held by such Stockholder; provided, however, that at all elections of Directors,
each Stockholder shall be entitled to as many votes as shall equal the number of
shares held by such Stockholder multiplied by the number of Directors to be
elected, and such Stockholder may cast all such votes for a single Director or
may distribute them among the number of Directors to be voted for or any two or
more of them as such Stockholder may see fit. At all meetings of Stockholders,
except as otherwise required by statute, by the Articles of Incorporation, or by
these Bylaws, all matters shall be decided by the vote of a majority in interest
of the Stockholders entitled to vote, present in person or by proxy.
Section 10: Notice of Stockholder Business. At an Annual Meeting of
Stockholders or Special Meeting of Stockholders, only business shall be
conducted as shall be properly brought before the meeting., and the Chairman of
the meeting shall declare at the meeting that no matter may be considered or
voted on unless it is properly brought before the meeting. To be properly
brought before a Special meeting, business must be (a) specified in the written
or printed notice of meeting (or any supplement thereto) given to Stockholders
pursuant to these Bylaws, or (b) brought before the meeting by or at the
direction of the Board of Directors, upon the approval of more than two-thirds
of all Directors then in office. To be properly brought before an Annual
Meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given to Stockholders pursuant to these Bylaws, (b) brought
before the meeting by or at the direction of the Chairman of the meeting, (c)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, upon the approval of more than two-thirds of the Directors
then in office, or (d) otherwise properly brought before the meeting by a
Stockholder or group of Stockholders. For business to be properly brought before
an Annual Meeting by a Stockholder or group of Stockholders, the Chairman of the
meeting must determine that the matter is appropriate for determination by the
Stockholders at that time and the Stockholder or group of Stockholders must have
delivered to the Secretary of the Company written notice of the matter at least
thirty (30) days prior to the Annual Meeting. A Stockholder's notice to the
Secretary shall set forth as to each matter the Stockholder or group of
Stockholders proposes to bring before the Annual Meeting (a) a brief description
of the business desired to be brought before the Annual Meeting, (b) the name
and address, as they appear on the Company's books, of the Stockholder or
members of the group of Stockholders proposing such business, (c) the class and
number of shares of the Company's voting stock that are beneficially owned by
that Stockholder or members of the group of Stockholders, and (d) any direct or
indirect interest of the Stockholder or members of the group of Stockholders
making the proposal in the matter being proposed. The Stockholder's notice will
not be effective if it is found by the Chairman of the meeting to contain any
misstatement of fact or omit any fact required to be stated therein.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at an Annual Meeting or a Special meeting except in accordance with
the procedures set forth herein.
ARTICLE III
DIRECTORS
Section 1: General Powers. The business and affairs of the Company shall be
managed by its Board of Directors.
Section 2: Number, Election, and Term of Directors. The Board of Directors
shall consist of the number of members set forth in the Articles of
Incorporation of the Company from time to time, who shall be elected in the
manner and for the term set forth in those Articles from time to time. Each
Director shall hold office until his or her successor has been elected and has
qualified.
Section 3: Nomination of Directors. All nominations for election of
individuals as members of the Board of Directors of the Company by any person or
group (other than nominations made by the Board of Directors of the Company)
must be preceded by delivery of a written Notice of Intent to Nominate Director
(the "Notice") according to the procedures described in this Section, which
Notice shall state the following: (1) the name(s) and residence address(es) of
the Stockholder or members of the group of Stockholders who intend to make such
nomination; (2) a representation that said Stockholder is or all members of said
group of Stockholders are holders of record of shares of the Company's voting
stock that are entitled to vote in the election of Directors, and that they
intend to appear in person or by proxy at the meeting to nominate the person or
persons specified in the Notice; (3) the class and number of shares of the
Company's voting stock that are beneficially owned by that Stockholder or by
each member of such a group of Stockholders; (4) the name(s) and residence
address(es) of all proposed nominees; (5) such information regarding each such
nominee as would be required to be included in a proxy statement filed pursuant
to the proxy rules to which the Company is subject if the Board of Directors of
the Company were to nominate such nominees; (6) a description of all
arrangements or understandings among the nominating Stockholder or members of
the group of Stockholders and each nominee or any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by the Stockholder or group of Stockholders; and (7) a written
consent of each such nominee to serve as a Director of the Company if so
elected, signed by each such nominee.
Nominations for election to the Board of Directors may be made at an Annual
Meeting of Stockholders or Special Meeting of Stockholders only as follows: (1)
if the nomination is made by the Board of Directors, notice of such nomination
must have been given to the Chairman of the Board on or before the day sixty
(60) days prior to the date of the meeting at which the nominations are to be
considered by the Stockholders, or (2) if the nomination is made by any person
or group other than the Board of Directors, that person or group must have
hand-delivered or mailed by Certified Mail, Return Receipt Requested, such
notice to the Chairman of the Board of the Company and such notice must have
been received at the Company's principal business office on or before the day
sixty (60) clays prior to the date of the meeting at which the nominations are
to be considered by the Stockholders. The Chairman of the meeting may in his or
her discretion determine that a nomination for election of Directors is not made
in compliance with the provisions of the foregoing paragraphs, and if he or she
shall so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded and ineffective and shall not be considered by
the Stockholders.
The requirements of the preceding paragraphs shall not be applicable to
replacement nominations for election to the Board of Directors made by the Board
of Directors or to replacement by any other person or group that has complied in
full with the Notice delivery provisions of the preceding paragraphs, if such
replacement nominations are made solely to replace a person properly nominated
under those paragraphs in the case of a bona fide resignation of an existing
Director nominee or the death or inability to serve of any such nominee. The
Chairman of the meeting shall have full and sole power to determine if such
resignation or inability to serve is bona fide and not for the purpose of
avoiding the provisions of this Section, and his or her decision shall be final
and binding.
Section 4: Removal of Directors. At a meeting called expressly for that
purpose, one or more Directors or the entire Board of Directors may be removed,
with or without cause, by the vote of the holders of more than two-thirds of the
shares then entitled to vote at an election of the Directors. If less than the
entire Board is to be removed, no one of the Directors may be removed if the
votes cast against his or her removal would be sufficient to elect him or her if
cumulatively voted at an election of the class of Directors of which he or she
is a part. Any Director may be removed for cause upon the affirmative vote of
more than two-thirds of all Directors then in office. Written notice of the
proposed removal shall be given to all Directors of the Company according to the
procedures described in these Bylaws for delivery of notices of meetings of
Directors.
Section 5: Vacancies. In case of the death, resignation, or removal of one
or more of the Directors, a majority of the remaining Directors voting on the
issue may elect a replacement Director to fill the resulting vacancy or
vacancies, such replacement Director to serve the balance of the vacated term
and until his or her successor is elected.
Section 6: Advisory Directors. The Board of Directors may appoint from time
to time such Advisory Directors as the Board of Directors in their sole
discretion deem to be appropriate and beneficial to the business of the Company.
The Advisory Directors shall not be members of the Board of Directors of the
Company or be fiduciaries to the Company or its Stockholders, or have any vote
on the business affairs of the Company, but shall be advisors and consultants to
the Board of Directors on such matters as the Board of Directors shall choose to
consult with the Advisory Directors. The Board of Directors may appoint any
number of persons as Advisory Directors, whose abilities and interests in the
Company, in the opinion of the Board of Directors, qualify that person to render
service to the Board of Directors in an advisory capacity. Such Advisory
Directors may receive notice of and attend meetings of the Board of Directors,
but shall not be counted for the purpose of determining a quorum or majority of
the Board of Directors for any purpose. Such Advisory Directors shall perform
such special tasks as may be assigned by the Board of Directors or the Chairman
of the Board. No action of the Board of Directors shall be invalid because of
any failure of any such Advisory Director to receive notice of or to attend any
meeting of the Board of Directors or to be informed of or to approve of any
action by the Board of Directors. Unless otherwise determined by the Board of
Directors from time to time, the Advisory Directors shall be fully indemnified
and insured from liability to the extent that members of the Board of Directors
are insured pursuant to Article XII of these Bylaws.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1: Annual and Regular Meetings. An Annual Meeting of the Board of
Directors shall be held without notice other than this Bylaw, at the hour of
1:00 p.m. on the fourth Monday in April of each year for the transaction of such
business as may properly come before the meeting. Regular Meetings of the Board
shall be held at 1:00 p.m. on the fourth Monday in January, July and October of
each year, and at such other times as the Board may determine by resolution. If
the day fixed for the Annual Meeting or a Regular Meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.
Section 2: Special Meetings. Special Meetings of the Board of Directors may
be called by or at the written request of the President, or the Secretary, or by
a majority of the Board of Directors. A copy of such written request shall be
delivered to the Secretary of the Company, who shall cause a written or printed
notice of the Special Meeting complying with the provisions of this Article to
be delivered to the Directors.
Section 3: Notice. Notice of any Special Meeting shall be given at least
three (3) days previously thereto by written notice delivered personally, by
telegram, mail, or by any other means (including but not limited to
instantaneous, overnight, or other means of rapid delivery) to each Director at
his or her address. Such notice shall be deemed to be delivered when deposited
in the United States mail or other means of delivery, addressed to the Directors
at each Director's address as it appears on the records of the Company, thereon
provided for, or at the time of actual delivery, whichever is earlier. If notice
is given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company, with all charges prepaid. Any
Director may waive notice of any meeting in a writing signed by the Director,
either before, at, or after the time for such meeting. The attendance of a
Director at any meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Except as expressly provided to the contrary in these Bylaws or under
applicable law, neither the business to be transacted at nor the purpose of any
Annual, Regular, or Special Meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
Section 4: Place of Meeting. Meetings of the Board of Directors shall be
held at such place, within or without the State of Missouri, as shall be
provided for in the resolution, notice, waiver of notice or call of such
meeting, or if not otherwise designated, at the principal business office of the
Company.
Section 5: Quorum and Voting. Except as may be otherwise specifically
provided by statute, by the Articles of Incorporation, or by these Bylaws, a
majority of the total number of Directors then in office shall consititute a
quorum for the transaction of business, and the vote of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors; provided, however, that if less than a majority of
the Directors are present at said meeting, a majority of the Directors present
may adjourn the meeting from time to time, and such adjourned meeting may be
reconvened without further notice.
Section 6: Actions of the Board of Directors Without a Meeting. Any action
that is required, to be or may be taken at a meeting of the Directors may be
taken without a meeting if consents in writing, setting forth the action so
taken, are signed by all of the Directors then in office. Such consents shall
have the same force and effect as a unanimous vote of the Directors at a meeting
duly held upon proper notice thereof, and may be stated as such in any
certificate or document. The Secretary shall file such consents with the minutes
of the meetings of the Board of Directors.
Section 7: Participation. Members of the Board of Directors or of any
committee designated by the Board of Directors may participate in a meeting of
the Board or committee by means of conference telephone call or similar means of
communication as long as all persons participating in the meeting can hear each
other person. Participation in a meeting in this manner shall constitute
presence in person at the meeting.
Section 8: Committees. By the affirmative vote of more than two-thirds of
all of the Directors, then in office, the Board of Directors may authorize and
designate, from time to time or on a regular basis, two or more Directors to
constitute one or more Committees, which shall have and exercise such authority
as is expressly delegated by the Board of Directors to that Committee or as is
set forth in these Bylaws. Among the Committees that may be so designated are a
Nominating Committee, an Audit Committee, and an Executive Committee. Any
Committee so designated shall continue to exist and to have such powers and
authority as have previously been granted by the Board or these Bylaws until the
Committee is dissolved or its powers or authority are altered by the affirmative
vote of more than two-thirds of all Directors then in office. The members of any
Committee so designated shall continue to serve so long as they are Directors
until they resign from such Committee or until they are removed or replaced by
the affirmative vote of more than two-thirds of all Directors then in office.
Section 9: Executive Committee. If an Executive Committee is appointed from
time to time by the Board of Directors pursuant to the preceding section, that
Executive Committee shall have and exercise all of the authority of the Board of
Directors in the management, general control, and supervision of the business of
the Company, subject to the general direction of the Board of Directors. The
Committee shall have control of the investment of the Company's funds and shall
direct the performance by the Company's Officers of all acts necessary to
accomplish the investment of the Company's funds and may order foreclosures of
real estate mortgages and deeds of trust, and appoint substitute trustees
therefor when necessary or advisable, fix the compensation of all employees of
the principal business office of the Company and of all other salaried
employees. It shall order the performance by the Officers of any acts necessary
to comply with the laws of the various states and jurisdictions where the
Company is authorized to do business or shall hereafter seek to become
authorized to do business. In the absence, disability or refusal to act of any
Officer of the Company, the Executive Committee may appoint his or her successor
pro tem, who, during the term of special appointment, shall be authorized to
discharge all the duties properly incumbent upon the official he or she is
appointed to succeed. All moneys belonging to the Company shall be deposited in
banks or trust companies approved by the Executive Committee, or the Board of
Directors, to the credit of the Company, and shall be drawn only on the joint
checks or drafts of two of the following named Officers: President, Treasurer, a
Vice President, Secretary, and such other persons as may from time to time be
designated in writing by the Executive Committee. The Executive Committee shall,
in all matters not herein specifically set forth, exercise plenary power and
supervision, subject only to the Board of Directors, over all of the Company's
business. At any meeting, a majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business. Acts of the Executive
Committee shall be by a majority vote of the members present.
The President, or in his or her absence the Vice Chairman of the Board, is
authorized to invite any Director to sit on the Executive Committee at any of
its meetings in the place of any duly appointed member of the Executive
Committee who may be absent. Any Director so invited to sit in the place of an
absent member of the Executive Committee shall have the same rights, privileges,
and powers as possessed by the regular member of the Executive Committee and
shall receive the same compensation as a regular member, provided, however, that
a salaried Officer of the Company shall not receive compensation for serving on
the Executive Committee, and provided further, that it shall not be incumbent
upon the President or Vice Chairman of the Board to invite a Director to sit on
the Executive Committee on all occasions when a regular member is absent.
Section 10: Evaluating Acquisition Proposals.
1. In exercising its business judgment concerning any acquisition proposal,
as defined below, the Board of Directors of the Company may consider the
following factors, among any others that it deems relevant:
(1) The consideration being offered in the acquisition proposal in
relation to the Board's estimate of
(a) The current value of the Company in a freely negotiated sale
of either the Company by merger, consolidation or otherwise,
or all or substantially all of the Company's assets;
(b) The current value of the Company if orderly liquidated;
(c) The future value of the Company over a period of years as an
independent entity discounted to current value;
(2) Then existing political, economic and other factors bearing on
security prices generally or the current market value of the
Company's securities in particular;
(3) Whether the acquisition proposal might violate federal, state or
local laws;
(4) Social, legal and economic effects on employees, suppliers,
policyholders and others having similar relationships with the
Company, and the communities in which the Company conducts its
businesses;
(5) The financial condition and earning prospects of the person
making the acquisition proposal.
2. For purposes of this Section, the term "acquisition proposal" means
any proposal of any person:
(1) For a tender offer, exchange offer, or other comparable offer for
any equity security of the Company;
(2) To merge or consolidate the Company with another Company; or
(3) To purchase or otherwise acquire all or a substantial part of the
assets of the Company.
Nothing in this Section shall require any Director or the Company to
respond to any particular acquisition proposal.
ARTICLE V
OFFICERS
Section 1: Number. The Officers of the Company shall consist of a President
and a Secretary. The Board of Directors may also elect a Chairman of the Board,
a Vice Chairman of the Board, one or more Vice Presidents (one or more of whom
may be designated or elected as Executive Vice Presidents or Senior Vice
Presidents, Treasurer, Controller, General Counsel, Actuary, Auditor, one or
more Associates of or Assistants to any of these Officers, and such other
Officers as the Board of Directors shall deem advisable. Any two or more offices
may be held by the same person, except the offices of President and Secretary.
The salaries of the Officers shall be set from time to time by the Board of
Directors. All Officers of the Company, as between themselves and the Company,
shall have such authority and perform such duties in the management of the
property and affairs of the Company as may be provided in these Bylaws or as are
established by resolution of the Board of Directors from time to time.
Section 2: Election and Term of Office. The Officers of the Company shall
be elected annually by the affirmative vote of a majority of all Directors then
in office at the Annual Meeting of the Board of Directors. If the election of
Officers shall not be held at such meeting, it shall be held as soon thereafter
as may be convenient. Each Officer shall hold office until his or her successor
shall have been duly elected and shall have qualified or until his or her death
or until he or she shall resign or shall have been removed in the manner
hereinafter provided.
Section 3: Vacancies. If any office becomes vacant by reason of death,
resignation, removal, disqualification or any other reason, then by the
affirmative vote of a majority of all Directors then in office, the Board of
Directors may choose a successor to fill such vacancy or may delegate the duties
of any such vacant office to any other Officer or to any Director of the Company
for the unexpired portion of the term.
Section 4: Removal. Any Officer or employee elected, appointed, or hired by
the Board of Directors or any person or committee under the authority of the
Board of Directors may be removed by the affirmative vote of more than
two-thirds of all Directors then in office whenever in their judgment the best
interests of the Company would be served thereby or whenever, in the judgment of
more than two-thirds of all Directors then in office, the Officer or employee is
unable to perform the duties of his or her office for any reason, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 5: Delegation of Authority to Hire, Discharge, and Designate
Duties. To the extent that such delegation is not contrary to applicable law,
the Board of Directors may, from time to time, delegate to the Chairman of the
Board, the President, the Executive Committee, or any other Officer or executive
employee of the Company, or to a committee of employees, the authority to, hire,
discharge, and fix and modify the duties, salaries, or other compensation of
employees of the Company under their jurisdiction, and the Board of Directors
may delegate to such Officer, executive employee, or Committee similar authority
with respect to obtaining and retaining for the Company the services of
attorneys, accountants, and other experts.
Section 6: Chairman of the Board. The Chairman of the Board shall preside
at meetings of the Board of Directors and shall perform such other duties as may
be prescribed in the Articles of Incorporation of the Company, the Bylaws, or by
the Board of Directors from time to time.
Section 7: Vice Chairman of the Board. In the absence of the Chairman of
the Board, the Vice Chairman of the Board shall have and may exercise all of the
powers and duties of the Chairman. The Vice Chairman of the Board shall perform
such other duties as may be directed by the Board of Directors from time to
time.
Section 8: President. The President shall be the chief executive Officer of
the Company and, subject to the direction and under the supervision of the Board
of Directors, shall direct the policy and management of the Company and shall
have general charge of the business, affairs and property of the Company and
control over its Officers, agents and employees; and shall do and perform such
other duties and may exercise such other powers as may be assigned to him or her
by these Bylaws or by the Board of Directors from time to time.
Section 9: Vice President. At the request of the President or in the event
of his or her absence, disability or refusal to act, the Vice Presidents (in the
order of priority of their designations, first as Executive Vice President, next
as Senior Vice Presidents, and next as Vice Presidents, if any such designations
are made, and in the order of their seniority within such designations) shall
perform all 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. Each Vice
President shall have such powers and discharge such duties as may be assigned to
him or her from time to time by the President or the Board of Directors. Any of
the Vice Presidents (regardless of designation) is hereby expressly authorized
to execute on behalf of the Company releases of mortgages, deeds of trust, deeds
of release or conveyance of real estate, as may become necessary in the
transaction of the business of the Company, and to execute on behalf of the
Company all instruments that may be required to carry out the acts and decisions
of the Board of Directors or the Executive Committee, and to execute all
instruments and documents required by the insurance laws of the various states
and jurisdictions where the Company is authorized to do business or shall
hereafter seek to become authorized to do business, including but not limited to
the appointment of the Insurance Commissioners or Superintendents of the various
states and jurisdictions as attorney to accept service of legal process.
Section 10: Actuary. The Actuary shall make and furnish actuarial
computations as required in the business of the Company, and shall keep accurate
records, make reports, and furnish information to the executive Officers of the
Company, and perform such other duties as may be assigned to him or her by the
Board of Directors from time to time.
Section 11: Auditor. The duties of the Auditor shall be to review and
appraise the reliability, adequacy, and application of accounting, financial,
and operating controls to evaluate the extent of compliance with established
policies, plans, and procedures and to ascertain whether Company assets are
properly accounted for and safeguarded from losses. He or she shall in all
matters be subject to the control of the Board of Directors or the Executive
Committee. His or her powers and duties shall extend to all departments and
branch offices of the Company.
Section 12: Controller. The duties of the Controller shall be to maintain
adequate records of all assets, liabilities and transactions of the Company, and
in conjunction with other officials and department heads, to initiate and
enforce measures and procedures, including budgeting and cost programs, whereby
the business of the Company shall be conducted with maximum safety, efficiency
and economy. He or she shall in all matters be subject to the control of the
Board of Directors or the Executive Committee. His or her powers and duties
shall extend to all departments and branch offices of the Company.
Section 13: General Counsel. The General Counsel shall have charge of all
litigation and other legal matters of the Company, and shall, upon request,
advise the Officers of the Company with respect to the business of the Company.
He or she shall in all matters be subject to the control of the Board of
Directors or the Executive Committee.
Section 14: Secretary. The Secretary shall keep the minutes of all the
meetings of the Stockholders and of the Board of Directors; see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; be custodian of the Company records and of the seal of the Company and
see that the seal of the Company is affixed to all certificates of stock prior
to the issuance thereof and to all documents, the execution of which, on behalf
of the Company, is duly authorized; maintain a complete list of all Stockholders
entitled to vote at Stockholders' meetings and have said list available for
inspection by any Stockholder who may be present at such meetings; have general
charge of the stock transfer books of the Company; and, in general, perform all
duties customarily incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or by the Board
of Directors.
Section 15: Treasurer. The Treasurer shall have supervision of the funds,
securities, and receipts of the Company; cause all moneys and other valuable
effects of the Company to be deposited in its name and to its credit in such
depositories as shall be selected by the Board of Directors or pursuant to
authority conferred by the Board of Directors; cause to be kept proper vouchers
and other papers pertaining to the Company's business at the accounting office
of the Company; and shall perform all other duties customarily incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him or her by the President or the Board of Directors.
Section 16: Associate and Assistant Officers. Any Associate or Assistant
Officers elected from time to time by the Board of Directors shall, in the
absence or disability of the Officer that they are associated with or assisting,
perform the duties and exercise the powers of that Officer, and shall perform
such other duties as the President or the Board of Directors shall prescribe
from time to time. In the event that there are more than one Associates of or
Assistants to any one Officer at any one time, then in the performance of these
duties and exercise of these powers, Associates shall have priority over
Assistants, and within these categories, Associate or Assistant Officers shall
have the authority to act in the order of their seniority as an Associate or
Assistant.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1: Contracts. The Board of Directors may authorize any Officer or
Officers, agent or agents to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Company, and such authority may
be general or confined to specific instances.
Section 2: Loans. No loans shall be contracted on behalf of the Company and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution from the Board of Directors. Such authority may be general or
confined to specific instances.
Section 3: Checks, Drafts and Other Documents. All checks, drafts and other
orders for payment of money, notes or other evidences of indebtedness issued in
the name of the Company, shall be signed by such Officer or Officers, agent or
agents of the Company and in such manner as shall from time to time be
determined by resolution of the Board of Directors. Endorsement of instruments
for deposit to the credit of the Company in any of its duly authorized
depositories may be made by rubber stamp of the Company or in such other manner
as the Board of Directors may from time to time determine.
Section 4: Deposits. All funds of the Company not otherwise employed shall
be deposited from time to time to the credit of the Company in such banks, trust
companies or other depositories as the Board of Directors may select.
ARTICLE VII
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 1: Certificates of Stock. The format and content of Company stock
certificates shall be determined by the Board of Directors. These certificates
must be signed, manually, by facsimile or otherwise, by the President or any
Vice President, and by the Secretary or any Assistant Secretary. All stock
certificates must bear the corporate seal. All stock certificates must be
consecutively numbered. The stockholder's name, the number of shares issued to
the owner and the date issued must be duly recorded by the Company. All stock
certificates surrendered to the Company for transfer will be cancelled, and no
new certificate will be issued until the certificate for the shares being
replaced has been surrendered to the Company.
Section 2: Lost Certificates. If a certificate of stock is allegedly lost,
stolen or destroyed, the Company may issue a new certificate. The Company may
require the owner of such certificate to give a good and sufficient bond to
indemnify the Company against any claim that may be made against it on account
of the alleged loss, theft or destruction, or the issuance of the new
certificate.
Section 3: Transfer of Shares. Transfer of shares of the Company shall be
made only on the books of the Company. Transfers may be authorized by the
stockholder or by his or her attorney, as authorized by power of attorney duly
executed and filed with the Secretary of the Company, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Company is considered the owner for all purposes of
the Company.
Section 4: Treasury Stock. All issued and outstanding stock of the Company
that may be purchased or otherwise acquired by the Company shall be Treasury
Stock, and the Directors of the Company shall be vested with authority to resell
said shares for such price and to such person or persons as the Board of
Directors may determine. Such stock shall neither vote nor participate in
dividends while held by the Company.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the Company may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by applicable law and the Company's Articles of
Incorporation, if any.
ARTICLE IX
SEAL
The Company shall have a corporate seal which shall have inscribed around
the circumference thereof the words "Kansas City Life Insurance Company" and
elsewhere thereon shall bear the words "Corporate Seal." The corporate seal may
be affixed by impression or may be by facsimile.
ARTICLE X
WAIVER OF NOTICE
Whenever notice is required to be given under the provisions of these
Bylaws, of the Articles of Incorporation or under applicable law, waiver of such
notice in writing, signed by the person or persons entitled thereto, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XI
FISCAL YEAR
Except as from time to time otherwise provided by the Board of Directors,
the fiscal year of the Company shall extend from the first day of January to the
last day of December of each year, both dates inclusive.
ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
1. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Company, by reason of the fact
that he or she is or was a Director, Officer or employee of the Company, or is
or was serving at the request of the Company as a Director, Officer or employee
of another company, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
2. The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he or she is or was a Director, Officer or employee of
the Company, or is or was serving at the request of the Company as a Director,
Officer or employee of another company, partnership, joint venture, trust or
other enterprise against expenses, including attorneys' fees, actually and
reasonably incurred by him or her in connection with the defense or settlement
of the action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Company; except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his or her duty to the
Company unless and only to the extent that the court in which the action or suit
was brought determines upon application that, despite the adjudication of
liability and in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.
3. To the extent that a Director, Officer or employee of the Company has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 arid 2 of this Article, or in defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with the action, suit or proceeding.
4. Any indemnification under Sections 1 and 2 of this Article, unless
ordered by a court, shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the Director, Officer
or employee is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in this Article. The determination
shall be made by the Board of Directors of the Company by a majority vote of a
quorum consisting of Directors who were not parties to the action, suit or
proceeding, or, if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested Directors so directs, by independent legal counsel in a
written opinion, or by the Stockholders of the Company.
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition of the
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the Director,
Officer or employee to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified by the Company as
authorized in this Article.
6. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the Articles of Incorporation or Bylaws, or any agreement, vote
of Stockholders or disinterested Directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a Director,
Officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
7. The Company shall have the power to give any further indemnity, in
addition to the indemnity authorized or contemplated under this Article,
including subsection 6, to any person who is or was a Director, Officer,
employee or agent of the Company, or to any person who is or was serving at the
request of the Company as a Director, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
such further indemnity is either (i) authorized, directed, or provided for in
the Articles of Incorporation of the Company or any duly adopted amendment
thereof or (ii) is authorized, directed, or provided for in any bylaw or
agreement of the Company which has been adopted by a vote of the Stockholders of
the Company, and provided further that no such indemnity shall indemnify any
person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest, or willful misconduct.
Nothing in this paragraph shall be deemed to limit the power of the Company
under subsection 6 of this Bylaw to enact Bylaws or to enter into agreement
without Stockholder adoption of the same.
8. The Company may purchase and maintain insurance on behalf of any person
who is or was a Director, Officer, employee or agent of the Company, or is or
was serving at the request of the Company as a Director, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as such,
whether or not the Company would have the power to indemnify him or her against
such liability under the provisions of this Article.
9. For the purpose of this Article, references to "the Company" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a Director,
Officer, employee or agent of such constituent corporation or is or was serving
at the request of such constituent corporation as a Director, Officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Article
with respect to the resulting or surviving corporation as he or she would if he
or she had served the resulting or surviving corporation in the same capacity.
10. For purposes of this Article, the term "other enterprise" shall include
employee benefit plans; the term "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and the term "serving at
the request of the Company" shall include any service as a Director, Officer or
employee of the Company which imposes duties on, or involves services by, such
Director, Officer or employee with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Company" as referred to in this
Article.
11. Any Director, Officer or employee of the Company shall be indemnified
under this Article for any act taken in good faith and upon reliance upon the
books and records of the Company, upon financial statements or other reports
prepared by the Officers of the Company, or on financial statements prepared by
the Company's independent accountants, or on information or documents prepared
or provided by legal counsel to the Company.
12. To the extent that the indemnification of Officers, Director or
employees as permitted under Section 351.355 (as amended or superseded) of The
General and Business Corporation Law of Missouri, as in effect from time to
time, provides for greater indemnification of those individuals than the
provisions of this Article XII, then the Company shall indemnify its Directors,
Officers, employees as provided in and to the full extent allowed by Section
351.355.
13. The indemnification provided by this Article shall continue to a person
who has ceased to be a Director or Officer of the Company and shall inure to the
benefit of the heirs, executors, and administrators of such a person. All rights
to indemnification under this Article shall be deemed to be provided by a
contract between the Company and the person who serves in such capacity at any
time while these Bylaws and other relevant provisions of the applicable law, if
any, are in effect. Any repeal or modification thereof shall not affect any
rights or obligations then existing.
14. If this Article or any portion or provision hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify each person entitled to indemnification pursuant to this
Article to the full extent permitted by any applicable portion of this Article
that shall not have been invalidated, or to the fullest extent provided by any
other applicable law.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
approved at any Annual Meeting, Regular Meeting, or Special Meeting of the Board
of Directors, which meeting is called for that purpose, by the affirmative vote
of more than two-thirds of all of the Directors then in office. The Board of
Directors may adopt emergency Bylaws as provided by law.
