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8-K - NATIONAL WESTERN LIFE INSURANCE COMPANY FORM 8-K - NATIONAL WESTERN LIFE INSURANCE CO | nwl8k.htm |
EXHIBIT
3ii(h)
BYLAWS
OF
NATIONAL
WESTERN LIFE INSURANCE COMPANY
ARTICLE
I
Offices
Section
1.01. Home Office.
The Home
Office of the Company shall be in Denver, Colorado.
Section
1.02. Other Offices.
The
Corporation may also have offices at such other places, both within and without
the State of Colorado, as the Board of Directors may from time to time determine
or the business of the Corporation may require.
ARTICLE
II
Meetings of
Stockholders
Section
2.01. Place.
Meetings
of shareholders for any purpose may be held at such time and place, within or
without the State of Colorado, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof, except as may be provided by
law.
Section
2.02. Annual Meetings.
An annual
meeting of the stockholders shall be held after March 31 but not later than July
31 of each calendar year, at a date to be selected by the Board of Directors, at
which time the stockholders shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.
Section
2.03. Special Meetings.
Special
meetings of the shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation or by these
Bylaws, may be called by the Chairman of the Board of Directors or
the President, the Board of Directors, or the holders of not less than
one-fourth of all the shares entitled to vote at the meeting.
1
Section
2.04. Notice.
Written
or printed notice stating the place, day, and hour of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten nor more than sixty days before the date of
the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or person calling the meeting, to each
shareholder of record entitled to vote at the meeting.
Section
2.05. Quorum.
The
shareholders present in person or represented by proxy at any meeting, whether
or not there shall be a quorum, shall have power to adjourn or recess the
meeting from time to time, without notice other than announcement at the
meeting. At such adjourned or recessed meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.
Section
2.06. Majority Vote.
When a
quorum is present at any meeting, the vote of the holders of a majority of the
shares having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of the statutes or of the Articles of Incorporation
or of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section
2.07. Stockholders Entitled to Vote.
Each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders, except to the extent
that the voting rights of the shares of any class or classes are limited or
denied by the Articles of Incorporation. At any meeting of the
shareholders, every shareholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such shareholder, or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Corporation prior to or at the
time of the meeting. The Board of Directors may fix in advance a
record date for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such record date to be not less than ten
nor more than seventy days prior to such meeting, or the Board of Directors may
close the stock transfer books for such purpose for a period of not less than
ten nor more than forty-five days prior to such meeting. In the
absence of any action by the Board of Directors, the date upon which the notice
of the meeting is mailed shall be the record date.
2
ARTICLE
III
Directors
Section
3.01. Authority.
The
business and affairs of the Corporation shall be managed by its Board of
Directors, who may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
shareholders.
Section
3.02. Number and Election.
The Board
of Directors shall consist of not less than seven (7) and not more than
twenty-seven (27) Directors, none of whom need be residents of the State of
Colorado. The Directors shall be elected at the annual meeting of the
shareholders, except as hereinafter provided, and each Director elected shall
hold office until his successor shall be elected and shall qualify.
Section
3.03. Removal.
Any
Director may be removed, either for or without cause, at any special meeting of
shareholders by the affirmative vote of a majority in number of shares of the
shareholders present in person or by proxy at such meeting and entitled to vote
for the election of such Director, if notice of the intention to act upon such
matter shall have been given in the notice calling such meeting. Any
Director may be removed, either for or without cause, at any meeting of
Directors by the affirmative vote of two-thirds of all members of the Board of
Directors. If any vacancies occur in the Board of Directors because
of death, resignation, retirement, disqualification, or removal from office of
any Director or otherwise, a majority of the Directors then in office, though
less than a quorum, may choose a successor or successors, or a successor or
successors may be chosen at a special meeting of shareholders called for that
purpose; and each successor Director so chosen shall be elected for the
unexpired term of his predecessor in office. Any directorship to be
filled by reason of an increase in the number of Directors may be filled by
election at any meeting of shareholders, or may be filled by affirmative vote of
a majority of all members of the Board of Directors then in office.
Section
3.04. Method of Election.
Directors
shall be elected by plurality vote. Cumulative voting shall not be
permitted.
Section
3.05. Place of Meetings.
Directors
of the Corporation may hold their meetings, both regular and special, either
within or without the State of Colorado, except as may be provided by
law.
Section
3.06. First Meeting.
The first
meeting of each newly-elected Board shall be held without further notice
immediately following the annual meeting of shareholders, and at the same place,
unless by unanimous consent of the Directors then elected and serving such time
or place shall be changed.
3
Section
3.07. Regular Meetings.
Regular
meetings of the Board of Directors may be held without notice at such time and
place as shall from time to time be determined by the Board.
Section
3.08. Special Meetings.
Special
meetings of the Board of Directors may be called by either the Chairman of the
Board or President or Secretary, on three days' notice to each Director, either
personally or by mail or by telegram. Special meetings shall be
called by either the Chairman of the Board, President, or Secretary, in like
manner and on like notice, on the written request of four or more
Directors. Except as may be otherwise expressly provided by statute
or by the Articles of Incorporation or by these Bylaws, neither the business to
be transacted at, nor the purpose of, any special meeting of Directors need be
specified in a notice or waiver of notice.
Section
3.09. Quorum.
At all
meetings of the Board of Directors, the presence of a majority of the Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
any business except any matter which, under these Bylaws, is to be done or
performed by a majority of all members of the Board of Directors. If
a quorum shall not be present at any meeting of Directors, the Directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section
3.10. Executive Committee.
The Board
of Directors may, by resolution passed by a majority of the whole Board,
designate an Executive Committee to consist of Directors of the Corporation, one
of whom shall be either the Chairman of the Board of Directors or the
President. The Executive Committee shall have and may exercise all
the authority of the Board of Directors in the management of the business and
affairs of the corporation, except where action of a majority of all members of
the Board of Directors is required by statute or by the Articles of
Incorporation or by these Bylaws, and shall have power to authorize the seal of
the corporation to be affixed to all papers which may require it.
Section
3.11. Executive Committee Minutes.
The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required.
Section
3.12. Compensation.
Directors,
by resolution of the Board, shall receive a fixed sum, and expenses of
attendance if any, for attendance at each regular or special meeting of the
Board and, in addition thereto, may receive a retainer for their services, the
amount to be authorized by resolution of the Board of Directors; provided that
nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Members
of the Executive Committee may, by resolution of the Board of Directors, be
allowed a fixed sum, and expenses of attendance if any, for attendance at the
Committee's meetings.
4
Section
3.13. Other Committees.
The Board
may name and appoint such other special committees composed of Directors,
officers, or employees of the Company as it deems necessary and important to the
affairs of the Company, and may vest in such committees such authority as it
deems appropriate to the functions of the Company.
ARTICLE
IV
Officers
Section
4.01. Number.
The
officers of the Corporation shall be elected by the Directors and shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary,
and a Treasurer. The Board of Directors may also choose one or more
Assistant Vice Presidents and one or more Assistant Secretaries and Assistant
Treasurers. Any two or more offices may be held by the same person,
except that the offices of President and Secretary shall not be held by the same
person.
Section
4.02. Election.
The Board
of Directors at its first meeting after each annual meeting of shareholders
shall elect the said officers, and the Chairman of the Board and the President
shall be elected by the Board from its members.
Section
4.03. Additional Officers.
The Board
of Directors may appoint such other officers as its shall deem necessary, who
shall be appointed for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.
Section
4.04. Salaries.
The
salaries of all officers of the Corporation shall be fixed by the Board of
Directors.
Section
4.05. Removal.
Each
officer of the Corporation shall hold office until his successor is chosen and
qualified in his stead or until his death or until his resignation or removal
from office. Any officer elected or appointed by the Board of
Directors may be removed at any time by the vote of the Board of
Directors. If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board of Directors.
Section
4.06. Chairman of the Board.
The
Chairman of the Board shall be the Chief Executive Officer of the Company and
shall preside at all meetings of the Board of Directors and
shareholders. He shall have general and active management
responsibilities of the business and affairs of the Company, and shall see that
all orders and resolutions of the Board are carried into effect, and shall
perform such other duties and have such other powers as the Bylaws, Board of
Directors, or Executive Committee may prescribe.
5
Section 4.07. The
President.
The
President, in the absence or disability of the Chairman of the Board, shall
perform the duties and exercise the powers of the Chairman of the
Board. He shall be the principal administrative officer of the
company, his activities as such subject to the direction and approval of the
Chief Executive Officer, and shall be responsible for the implementation of the
details of managing the administrative affairs of the Company, and shall perform
such other duties and have such other powers as the Bylaws, Board of Directors,
or Executive Committee may prescribe.
Section
4.08. Vice Presidents.
Each Vice
President shall have such powers and perform such duties as the Board of
Directors may from time to time prescribe or as the Chief Executive Officer or
President may from time to time delegate to him.
Section
4.09. Secretary.
The
Secretary shall attend all sessions of the Board of Directors and all meetings
of the shareholders and record all votes and the minutes of all proceedings in a
book to be kept for the purpose and shall perform like duties for the Executive
Committee. He shall give, or cause to be given, notice of all
meetings of the shareholders and shall perform such other duties as may be
prescribed by the Board of Directors or Chief Executive Officer or President,
under whose supervision he shall be. He shall keep in safe custody
the minute book and seal of the corporation and affix the seal to any instrument
requiring it, and, when so affixed, it shall be attested by his signature or by
the signature of the Treasurer or an Assistant Secretary.
Section
4.10. Assistant Secretaries.
Each
Assistant Secretary shall have such powers and perform such duties as the Board
of Directors may from time to time prescribe or as the Chief Executive Officer
or President may from time to time delegate to him.
Section
4.11. Treasurer.
The
Treasurer shall have the custody of the corporate funds and securities, and
shall keep full and accurate accounts of receipts and disbursements of the
Corporation, and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chief Executive Officer
or President and Directors, at the regular meetings of the Board, or whenever
they may require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation, and shall perform such other duties as
the Board of Directors may prescribe.
Section
4.12. Assistant Treasurers.
Each
Assistant Treasurer shall have such powers and perform such duties as the Board
of Directors may from time to time prescribe or as the Chief Executive Officer
or President may from time to time delegate to him.
6
ARTICLE
V
Stock and Stock
Certificates
Section
5.01. Stock Shares With and Without Certificates; Direct Registration
Program.
(1)
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At
the option of the shareholder, shares of the Company may, but need not, be
represented by certificates. Unless some statute expressly
provides otherwise, the rights and obligations of shareholders are not
affected by the fact that their shares are not represented by
certificates. The Company is hereby authorized to issue any and
all of its shares, classes, or series, with or without
certificates. The authorization does not affect shares already
represented by certificates until they are surrendered to the
Company.
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(2)
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Certificates. Certificates
in such form as may be determined by the Board of Directors may be
delivered representing shares to which shareholders are
entitled. Such certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are
issued. Each certificate shall state on the face thereof the
holder’s name, the number and class of shares, and the par value of such
shares or a statement that such shares are without par
value. They shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary and may be sealed
with the seal of the Corporation or a facsimile thereof. If any
certificate is countersigned by a transfer agent or a transfer clerk, the
signature of any such officer may be
facsimile.
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(3)
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Uncertificated
Shares. The issuance of shares that are not represented
by physical certificates are eligible to participate in the Direct
Registration Program of the transfer agent and the Depository Trust
Corporation. Within a reasonable time after the issuance or
transfer of shares without certificates, the Company’s Transfer Agent
shall send to the shareholder a written statement containing the following
information: (a) The name of the Company and that it is
incorporated under the laws of the State of Colorado; (b) the name of the
person who is the shareholder; (c) the number and class of shares
evidenced by the statement, and the description of the series; and (d) a
summary of the designations, preferences, limitations, and relative rights
applicable to each class, the variation in preferences, limitations, and
rights determined for each series, and the authority of the Board of
Directors to determine variations for future classes or
series.
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7
Section
5.02. Lost Certificates.
The Board
of Directors may direct a new certificate representing shares to be issued in
place of any certificate theretofore issued by the Corporation alleged to have
been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificates to be lost or
destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost
or destroyed certificate, or his legal representative, to advertise
the same in such manner as it shall require and/or give the Corporation a bond
in such form, in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.
Section
5.03. Transfer of Shares.
Shares of
stock shall be transferable only on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney. Upon surrender
to the Corporation, or the Transfer Agent of the Corporation, of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, it shall be the duty of the
Corporation or the Transfer Agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.
Section
5.04. Registered Shareholders.
The
Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
ARTICLE
VI
General
Provisions
Section
6.01. Dividends.
Dividends
upon the outstanding shares of the Corporation, subject to the provisions of the
Articles of Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting. Dividends may be paid in cash, in
property, or in shares of the Corporation, subject to the provisions of the
statutes and the Articles of Incorporation. The Board of Directors
may fix in advance a record date for the purpose of determining shareholders
entitled to receive payment of any dividend, such record date to be not more
than forty days prior to the payment date of such dividend, or the Board of
Directors may close the stock transfer books for such purpose for a period of
not more than forty days prior to the payment date of such
dividend. In the absence of any action by the Board of Directors, the
date upon which the Board of Directors adopts the resolution declaring such
dividend shall be the record date.
8
Section
6.02. Reserves.
There may
be created by resolution of the Board of Directors out of the earned surplus of
the Corporation such reserve or reserves as the Directors from time to time, in
their discretion, think proper to provide for contingencies, or to equalize
dividends, or to repair or maintain any property of the corporation, or for such
other purpose as the Directors shall think beneficial to the Corporation, and
the Directors may modify or abolish any such reserve in the manner in which it
was created.
Section
6.03. Checks.
All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.
Section
6.04. Seal.
The
Corporation seal shall have inscribed thereon the name of the Corporation and
the words "Corporate Seal." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced.
Section
6.05. Indemnification.
Subsection
6.05.1. Definitions. In this Section:
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(a)
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"Indemnitee"
means (i) any present or former Director or officer of the Corporation,
(ii) any person who, while serving in any of the capacities
referred to in clause (i) hereof, served
at the Corporation's request as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, and (iii) any person nominated
or designated by (or pursuant to authority granted by) the Board of
Directors or any committee thereof to serve in any of the capacities
referred to in clauses (i) and (ii)
hereof.
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(b)
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"Official
Capacity" means (i)
when used with respect to
a Director, the office of Director of the
Corporation, and (ii) when
used with respect to a person other than a
Director, the elective or appointive
office of the Corporation held by such person or the
employment or agency relationship undertaken by
such person on behalf of the
Corporation, but in each case does not include service
for any other foreign or domestic
corporation or any partnership, joint venture,
sole proprietorship, trust, employee
benefit plan, or other
enterprise.
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(c)
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"Proceeding"
means any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, arbitrative, or investi-gative,
any appeal in such an action, suit, or proceeding, and any inquiry or
investigation that could lead to such an action, suit, or
proceeding.
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9
Subsection
6.05.2. Indemnification. The Corporation shall
indemnify every indemnitee against all judgments, penalties (including excise
and similar taxes), fines, amounts paid in settlement, and reasonable expenses
actually incurred by the Indemnitee in connection with any proceeding to which
he was, is, or is threatened to be named defendant or respondent, or in which he
was or is a witness without being named a defendant or respondent, by reason, in
whole or in part, of his serving or having served, or having been
nominated or designated to serve, in any of the capacities referred to in
Subsection 6.05.1., if it is determined in accordance with Subsection 6.05.4.
that the Indemnitee (i) conducted himself in good faith, (ii)
reasonably believed, in the case of conduct in his official capacity,
that his conduct was in the Corporation's best interests and, in all
other cases, that his conduct was at least not
opposed to the Corporation's best
interests, and (iii) in the case
of any criminal proceeding, had no reasonable cause to believe that his conduct
was unlawful; provided, however, that in the
event a determination is made that a person is entitled to indemnification
pursuant to this Subsection 6.05.2. in connection with a proceeding brought by
or on behalf of the Corporation, such
indemnification shall be limited to the reasonable expenses (including court
costs and attorney's fees) actually incurred by the Indemnitee in connection
with the proceeding. No indemnification shall be made under this
Subsection 6.05.2. in respect of any judgment, penalty, fine, or
amount paid in settlement in connection with any proceeding in which such
Indemnitee shall have been (a) found liable on the basis that personal benefit
was improperly received by him, whether or not the benefit resulted from an
action taken in the Indemnitee's official capacity, or (b) found liable to the
Corporation. The termination of any proceeding by judgment, order,
settlement, or conviction, or on a plea of nolo contendere or its equivalent, is
not of itself determinative that the Indemnitee did not meet the requirements
set forth in clauses (i), (ii), or (iii) in the first sentence of this
Subsection 6.05.2.
Subsection
6.05.3. Successful Defense. Without limitation of
Subsection 6.05.2. and in addition to the indemnification provided for in
Subsection 6.05.2., the Corporation shall indemnify every Indemnitee against
reasonable expenses incurred by such person in connection with any proceeding in
which he is a witness or a named defendant or respondent because he served in
any of the capacities referred to in Section 6.05.1., if such person has been
wholly successful, on the merits or otherwise, in defense of the
proceeding.
10
Subsection
6.05.4. Determinations. Any indemnification under
Subsection 6.05.2. (unless ordered by a court of competent jurisdiction) shall
be made by the Corporation only upon a determination that indemnification of the
Indemnitee is proper in the circumstances because he has met the applicable
standard of conduct. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of Directors who,
at the time of such vote, are not named defendants or respondents in the
proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of
a committee of the Board of Directors, duly designated to act in the matter by a
majority vote of all Directors (in which designation Directors who are named
defendants or respondents in the proceeding may participate), such committee to
consist solely of two or more Directors who, at the time of the committee vote,
are not named defendants or respondents in the proceeding; (c) by special legal
counsel selected by the Board of Directors or a committee thereof by vote as set
forth in clauses (a) or (b) of this Subsection 6.05.4., or, if the requisite
quorum of all of the Directors cannot be obtained therefor and such committee
cannot be established, by a majority vote of all of the Directors (in which
Directors who are named defendants or respondents in the proceeding may
participate); or (d) by the shareholders in a vote that excludes the shares held
by Directors that are named defendants or respondents in the
proceeding. Determination as to reasonableness of expenses shall be
made in the same manner as the determination that indemnification is
permissible, except that, if the determination that indemnification is
permissible is made by special legal counsel, determination as to reasonableness
of expenses must be by special legal counsel. In the event a
determination is made under this Subsection 6.05.4. that the Director or officer
has met the applicable standard of conduct as to some matters but not as to
others, amounts to be indemnified may be reasonably prorated.
Subsection
6.05.5. Advancement of Expenses. Reasonable
expenses (including court costs and attorneys' fees) incurred by an Indemnitee
who was or is a witness or was, is, or is threatened to be made a named
defendant or respondent in a proceeding shall be paid by the Corporation at
reasonable intervals in advance of the final disposition of such proceeding
after a determination is made in the manner specified by Subsection 6.05.4. that
the facts then known to those making the determination (without undertaking
further investigation for purposes thereof) do not establish
that indemnification would be impermissible under Subsection 6.05.2.
and upon receipt by the Corporation of (i) a written affirmation by such
Indemnitee of his good faith belief that he has met the standard of conduct
necessary for indemnification by the Corporation under this Article and (ii) a
written undertaking by or on behalf of such Indemnitee to repay the amount paid
or reimbursed by the Corporation if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized in this
Article. Such written undertaking shall be an unlimited obligation of
the Indemnitee but need not be secured, and it may be accepted without reference
to financial ability to make repayment. Notwithstanding any other
provision of this Section, the Corporation may pay or reimburse expenses
incurred by an Indemnitee in connection with his appearance as a witness or
other participation in a proceeding at a time when he is not named a defendant
or respondent in the proceeding.
11
Subsection
6.06.6. Employee Benefit Plans. For purposes of
this Section, the Corporation shall be deemed to have requested an Indemnitee to
serve an employee benefit plan whenever the performance by him of his duties to
the Corporation also imposes duties on or otherwise involves services by him to
the plan or participants or beneficiaries of the plan. Excise taxes
assessed on an Indemnitee with respect to an employee benefit plan pursuant to
applicable law shall be deemed fines. Action taken or omitted by an
Indemnitee with respect to an employee benefit plan in the performance of his
duties for a purpose reasonably believed by him to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Corporation.
Subsection 6.05.7. Other
Indemnification and Insurance. The indemnification provided by
this Section shall (i) not be deemed exclusive of, or to preclude, any other
rights to which those seeking indemnification may at any time be entitled under
the Corporation's Articles of Incorporation, any law, agreement, or vote of
shareholders or disinterested Directors, or otherwise, or under any policy or
policies of insurance purchased and maintained by the Corporation on behalf of
any Indemnitee, both as to action in his official capacity and as to action in
any other capacity, (ii) continue as to a person who has ceased to
be in the capacity by reason of which he was an Indemnitee
with respect to matters arising during the period he was in such capacity, and
(iii) inure to the benefit of the heirs, executors, and administrators of such a
person.
Subsection
6.05.8. Notice. Any indemnification of or advance
of expenses to a present or former Director of the Corporation in accordance
with this Article shall be reported in writing to the shareholders of the
Corporation with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission to shareholders of a
consent to action without a meeting and, in any case, within the twelve-month
period immediately following the date of the indemnification or
advance.
Subsection
6.05.9. Construction. The indemnification provided
by this Section shall be subject to
all valid and applicable
laws, including, without limitation, Article 7-3-101.5 of
the Colorado Corporation Code, and, in the event this Section or any
of the provisions hereof or
the indemnification contemplated hereby are found to be
inconsistent with or contrary to any such valid laws, the latter shall be deemed
to control, and this Section shall be regarded as modified accordingly, and, as
so modified, to continue in full force and effect.
12
Subsection
6.05.10. Continuing Offer, Reliance, etc. The
provisions of this Section (i) are for the benefit of, and may be enforced by,
each Director and officer of the Corporation, the same as if set
forth in their entirety in a written instrument duly executed and delivered by
the Corporation and such Director or officer and (ii) constitute a continuing
offer to all present and future Directors and officers of the
Corporation. The Corporation, by its adoption of these Bylaws, (i)
acknowledges and agrees that each present and future Director and officer of the
Corporation has relied upon and will continue to rely upon the provisions of
this Article in accepting and serving in any of the capacities referred to in
Subsection 6.05.1. of this Section, (ii) waives reliance upon, and all notices
of acceptance of, such provisions by such Directors and officers, and (iii)
acknowledges and agrees that no present or future Director or officer of the
Corporation shall be prejudiced in his right to enforce the provisions of this
Section in accordance with their terms by any act or failure to act on the part
of the Corporation.
Subsection 6.05.11. Effect
of Amendment. No amendment, modification, or repeal of this
Section or any provision hereof shall in any manner terminate, reduce, or impair
the right of any past, present, or future Director or officer of the Corporation
to be indemnified by the Corporation, nor the obligation of the Corporation to
indemnify any such Director or officer, under and in accordance with the
provisions of the Section as in effect immediately prior to such amendment,
modification, or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification,
or repeal, regardless of when such claims may arise or be asserted.
Section
6.06. Notices. Whenever, under the provisions of
the statutes or of the Articles of Incorporation or of these Bylaws, notice is
required to be given to any Director or shareholder, and no provision is made as
to how such notice shall be given, it shall not be construed to mean personal
notice, but any such notice may be given in writing, by
mail, postage prepaid, addressed to such Director or shareholder at such address
as appears on the books of the Corporation. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when the
same shall be thus deposited in the United States mail as
aforesaid.
Section
6.07. Waiver of Notice.
Whenever
any notice is required to be given to any shareholder or Director of the
Corporation under the provisions of the statutes or of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated in such notice, shall be deemed equivalent to the giving of such
notice.
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Section
6.08. Bond.
Each
officer and each employee shall give the Corporation a bond in such form, in
such sum, and with such surety or sureties as shall be satisfactory to the Board
for the faithful performance of the duties of his office and for the restoration
to the Corporation in case of his death, resignation, retirement, or removal
from office of all books, papers, vouchers, money, and other property, of
whatever kind, in his possession or under his control belonging to the
Corporation. The Corporation shall pay all insurance premiums for
such bonds.
Section
6.09. Approval of Acts.
The
Corporation shall be deemed to have waived any claim against any officer of the
Corporation for any act or deed approved or ratified by the Board of Directors,
and the Corporation and all stockholders shall be deemed to have waived any
claim against any Director or officer of the Corporation for any act or deed
approved or ratified by a majority of the stockholders present in person or by
proxy at any meeting of stockholders of the Corporation, whether or not such
meeting was called for such purpose and whether or not the notice of such
meeting specified that such matter is to be considered or voted
upon.
ARTICLE
VII
Amendments
Section 7.01. By
Stockholders.
These
Bylaws may be altered, amended, or repealed at any meeting of the shareholders
at which a quorum is present or represented, by the affirmative vote of the
holders of a majority of the shares present or represented at such meeting and
entitled to vote thereat.
Section 7.02. By
Directors.
These
Bylaws may be altered, amended, or repealed at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority of
the Directors present at such meeting, provided notice of the proposed
alteration, amendment, or repeal be contained in the notice of such
meeting.
As
Amended April 27, 1971
And
on June
21, 1972
And
on November
13, 1974
And
on November
15, 1979
And
on May
21, 1980
And
on December
30, 1986
And
on August
24, 2007
And
on March
22,
2010
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