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By-Laws of RLI Corp.

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Amended May 4, 2017

THESE BY-LAWS OF RLI CORP., an Illinois corporation ("Corporation"), were adopted by the Board of Directors of the Corporation pursuant to the provisions of the Illinois Business Corporation Act of 1983, as periodically amended ("Act").

1.Offices

1.1Registered Office

The registered office of the Corporation in the State of Illinois shall be located at 9025 North Lindbergh Drive, Peoria, Illinois 61615.  The name of its registered agent is Jeffrey D. Fick.  The registered office and agent may be periodically changed by the Board of Directors.

1.2Other Offices

The Corporation may also have offices at such other places both within or without the State of Illinois as the Board of Directors may periodically determine or the business of the Corporation may require.

2.Meetings of Shareholders

2.1Annual Meeting 

The annual meeting of the shareholders shall be held at the date and time as determined by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the election of directors shall not be held on the day designated for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause such election to be held at a special meeting of shareholders.

2.2Special Meetings

Special meetings of the shareholders for any purpose or purposes may be called only (i) by the Chairman of the Board of Directors, (ii) by the Board of Directors, pursuant to a resolution approved by a majority of the entire Board of Directors, or (iii) by the Secretary of the Corporation, following his or her receipt of one or more written demands to call a special meeting of the shareholders in accordance with, and subject to, this Section 2.2 from shareholders of record as of the record date fixed in accordance with Section 2.2.1 who hold, in the aggregate, at least 20% of the outstanding shares of the Corporation entitled to vote on the matter for which the meeting is called (the “Requisite Percentage”).   The notice of a special meeting shall state the purpose or purposes of the special meeting, and the business to be conducted at the special meeting shall be limited to the purpose or purposes stated in the notice.   Except in accordance with this Section 2.2 shareholders shall not be permitted to propose business to be brought before a special meeting of the shareholders.   Shareholders who nominate persons for election to the Board of Directors at a special meeting must also comply with the requirements set forth in Section 2.11.3.

2.2.1 Fixing Date for Determination of Shareholders of Record.

In order that the Corporation may determine the shareholders entitled to demand to call a special meeting of the shareholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon

which the resolution fixing the record date is adopted by the Board of Directors.   Any shareholder of record seeking to have the shareholders demand to call a special meeting of the shareholders shall, by written notice to the Secretary, request that the Board of Directors fix a record date.   The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such written notice is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 2.2.1).   If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 2.2.1 or otherwise within ten (10) days after the date on which such written notice is received, the record date for determining shareholders entitled to demand to call a special meeting of the shareholders shall be the first date after the expiration of such ten (10) day time period on which a signed demand to  call a special meeting of the shareholders setting forth the purpose or purposes of the special meeting is delivered to the Corporation by delivery to its registered office in Illinois, its principal place of business, or to any officer of agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.

2.2.2 Inspection of Demands.

In the event of the delivery, in the manner provided by this Section 2.2 and applicable law, to the Corporation of demands to call a special meeting of the shareholders and/or any related revocation or revocations, the Corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the demands and revocations.   For the purpose of permitting the inspectors to perform such review, no demands to call a special meeting of the shareholders shall be effective until such inspectors have completed their review, determined that the Requisite Percentage of valid and unrevoked demands delivered to the Corporation in accordance with this Section 2.2 and applicable law have been obtained, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of shareholders.   Nothing contained in this Section 2.2.2 shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any demand to call a special meeting of the shareholders or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

2.2.3 Timing.

Every demand to call a special meeting of the shareholders shall bear the date of signature of each shareholder who signs the demand and no demand shall be effective unless, within sixty (60) days after the earliest dated demand received in accordance with this Section 2.2, a valid demand or valid demands signed by the Requisite Percentage of shareholders are delivered to the Corporation in the manner prescribed in this Section 2.2 and applicable law, and not revoked.

2.3Place of Meetings

Any meeting of the shareholders for the election of directors shall be held at the office of the Corporation in Peoria, Illinois, unless the Board of Directors shall, by resolution, designate any other location, within or without the State of Illinois, as the place of such meeting.

Any meeting of shareholders for any other purpose may be held at such place, within or without the State of Illinois, and at such time as shall be determined pursuant to Section 2.2 Special Meetings.

2.4Notice of Meetings

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than twenty (20) nor more than sixty (60) 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 persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at such shareholder's address as it appears on the records of the Corporation, with postage thereon prepaid.

When a meeting is adjourned to another time or place, no notice of the adjourned meeting, other than an announcement at the meeting, need be given unless the adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting after such adjournment.

2.5Shareholder List

At least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each such shareholder and the number of shares registered in the name of each such shareholder, shall be prepared by the Secretary. 

The list shall be open to examination of any shareholder of the Corporation, and to copying at the shareholder's expense, during ordinary business hours, for any purpose germane to the meeting during the ten (10) day period ending on the date of the meeting, at the office of the Corporation in Peoria, Illinois. The list shall be produced and kept at the time and place of meeting during the meeting and be subject to inspection by any shareholder for any purpose germane to the meeting.

2.6Quorum

Except as otherwise provided by statute, the articles of incorporation or By-Laws, the holders of shares of the Corporation having a majority of the voting power thereof, present in person or represented by proxy, shall be requisite for, and shall constitute, a quorum at all meetings of the shareholders of the Corporation for the transaction of business.  If such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum shall be present or represented.  At such adjourned 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.

2.7Proxies

A shareholder may vote such shareholder's shares in person or may appoint a proxy to vote or otherwise act for such shareholder by signing an appointment form and delivering it to the person so appointed. 

No such proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this Section.  Such revocation may be affected by a writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.  The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed.

An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, as such term is defined by applicable law.  A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee was ignorant of its existence when the shares were acquired and both the existence of the appointment and its irrevocability were not noted conspicuously on the certificate, or information statement for shares without certificates, representing the shares.

The death or incapacity of the shareholder appointing a proxy does not revoke the proxy’s authority unless notice of the death or incapacity is received by the officer or agent who maintains the Corporation’s share transfer book before the proxy exercises such shareholder’s authority under the appointment

Unless the appointment of a proxy contains an express limitation on the proxy's authority, the Corporation may accept the proxy's vote or other action as that of the shareholder making the appointment.  If the proxy appointed fails to vote or otherwise act in accordance with the appointment, the shareholder is entitled to such legal or equitable relief as is appropriate in the circumstances.

2.8Voting

Except as otherwise provided by the articles of incorporation, each shareholder shall be entitled to one (1) vote for each share of the Corporation entitled to vote thereat and registered in the name of such shareholder on the books of the Corporation on the referent record date.  No holder of any class or series of shares of this Corporation shall have cumulative voting rights with respect to any matter voted upon by the holders of such shares.

If a quorum is present, the affirmative vote of the majority of the votes of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Illinois Business Corporation Act of 1983 or the articles of incorporation, as in effect on the date of such determination.

2.9Voting of Certain Shares

Shares standing in the name of another corporation, and entitled to vote may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe or, in the absence of such provision, as the board of directors of such corporation may determine.  Shares standing in the name

of a deceased person, a minor or an incompetent and entitled to vote may be voted by such person's administrator, executor, guardian or conservator, as the case may be, either in person or by proxy.  Shares standing in the name of a trustee, receiver or pledgee and entitled to vote may be voted by such trustee, receiver or pledgee either in person or by proxy as provided by applicable law.

2.10Action Without Meeting

Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote if a consent in writing, expressing the action so taken, shall be signed: if five (5) days prior notice of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter thereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting; or, by all of the shareholders entitled to vote with respect to the subject matter thereof.

2.10.1 Fixing Date for Determination of Shareholders of Record.

In order that the Corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.   Any shareholder of record seeking to have the shareholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request that the Board of Directors fix a record date.    The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such written notice is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 2.10.1).   If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 2.10.1 or otherwise within ten (10) after the date on which such written notice is received, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date after the expiration of such ten (10) day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Illinois, its principal place of business, or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.   If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 2.10.1, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting if prior action by the Board of Directors is required by applicable law shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

2.10.2 Inspection of Consents

In the event of the delivery, in the manner provided by this Section 2.10 and applicable law, to the Corporation of written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of elections for the purpose of

performing promptly a ministerial review of the validity of the consents and revocations.  For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with this Section 2.10 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of shareholders.   Nothing contained in this Section 2.10.2 shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

2.10.3  Timing.

Every written consent shall bear the date of signature of each shareholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the earliest dated written consent received in accordance with this Section 2.10, a valid written consent or valid written consents, signed by a sufficient number of shareholders to take such action, are delivered to the Corporation in the manner prescribed in this section 2.10 and applicable law, and not revoked.

2.10.4 Notice.

Prompt notice of the taking of Corporation action without a meeting by less than unanimous written consent shall be given in writing to those shareholders who have not consented in writing.  If the action which is consented to is such as would have required the filing of a certificate under applicable law if such action had been voted on by the shareholders at a meeting thereof, the certificate filed shall state, in lieu of any statement required by applicable law, concerning any vote of shareholders, that written consent has been given in accordance with the provisions of this Section and that written notice has been given as provided in this Section.

2.11  Nominations by Shareholders.    Nominations of candidates for election to the Corporation’s Board of Directors may be made by (i) the Board of Directors, or (ii) shareholders of record in accordance with this Section 2.11.  The following provisions govern nominations of persons for election to the Board of Directors of the Corporation by shareholders. 

2.11.1  Procedures.  Any shareholder entitled to vote for the election of a director may nominate one or more persons for such election only if written notice of such shareholder’s intent to make such nomination is delivered to or mailed and received by the Secretary of the Corporation.  Such notice must be received by the Secretary not later than the following dates:  (1) with respect to an annual meeting of shareholders, by the close of business ninety (90) days prior to the anniversary of the previous year’s annual shareholders meeting, and (2) with respect to any special meeting of shareholders, by the close of business on the tenth (10th) day following the date of public disclosure of the date of such meeting.  The written notice of the shareholder intending to make the nomination (the “Proponent”) shall set forth: (i) the name, age, business address and residence address of each nominee (a “Nominee”) proposed in such notice, (ii) the

principal occupation or employment of each such Nominee, (iii) the number of shares of capital stock of the Corporation which are owned of record and beneficially by each such Nominee, (iv) with respect to each Nominee for election or reelection to the Board, a completed and signed questionnaire, representation and agreement required by subsection 2.11.3,  (v) such other information concerning each such Nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such Nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under the federal securities laws and the rules of the United States Securities and Exchange Commission, and (vi) as to the Proponent: (a) the name and address of the Proponent, and of any holder of record of the Proponent’s shares as they appear on the Corporation’s books, (b) the class and number of shares of the Corporation which are owned by the Proponent (beneficially and of record) and owned by any holder of record of the Proponent’s shares, as of the date of the Proponent’s notice, and a representation that the Proponent will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting within seven (7) days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Proponent and any Nominee or any of their respective affiliates or associates (as such terms are defined by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any others (including their names) acting in concert with any of the foregoing and a representation that the Proponent will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within seven (7) days following the later of the record date or the date notice of the record date is first publicly disclosed, (d) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proponent’s notice by, or on behalf of, the Proponent, any Nominee, or any of their respective affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proponent, any Nominee or any of their respective affiliates or associates with respect to shares of stock of the Corporation, and a representation that the Proponent will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within seven (7) days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a representation that the Proponent is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the Nominees specified in the notice, and (f) a representation whether the Proponent intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or otherwise solicit proxies from  shareholders in support of the nomination.  The Corporation may require any proposed Nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed Nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such Nominee.

2.11.2  Compliance with Procedures.  If the Corporation’s Nominating/Corporate Governance Committee (or similar committee) determines that a nomination of any candidate for election as a director was not made in accordance with all applicable provisions of these By-Laws, such nomination shall be void and disregarded, and may not be advanced or proposed at the applicable shareholder meeting, and notice of such determination shall be mailed to the Proponent.  Notwithstanding anything in these By-Laws to the contrary, if a Proponent’s nomination otherwise conforms with subsection 2.11.1 but the Proponent does not also timely provide the information required under clauses (b) through (d) of subparagraph (vi) thereof within the dates set forth therein or the Proponent (or a qualified representative of the Proponent) does not appear in person at the meeting to present the nomination, such nomination shall be void and disregarded, notwithstanding that proxies in respect of such nomination may otherwise be present at the meeting or received by the Corporation.

2.11.3  Submission of Questionnaire; Representation and Agreement.  To be eligible to be a Nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under subsection 2.11.1) to the Secretary of the Corporation at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such Nominee and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person:  (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation, and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with law, rules and regulations applicable to directors of public corporations and all applicable publicly disclosed policies, codes and guidelines of the Corporation regarding corporate governance, code of conduct, conflict of interest, corporate opportunities, confidentiality, stock ownership, trading policies and other policies, codes and guidelines of the Corporation.

2.12  Shareholder Proposals.  The following provisions govern proposals made by shareholders at meetings of the Corporation’s shareholders, other than nominations of persons for election to the Board of Directors which are governed by Section 2.11 of these By-Laws.

2.12.1    Notice of Shareholder Proposal.  At any meeting of shareholders (annual or special), only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before a shareholder meeting, business must be:  (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of

Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a shareholder.  For business to be properly brought before a meeting by a shareholder (other than the nomination of a person for election as a director, which is governed by Section 2.11 of these By-laws), the shareholder intending to propose the business (the “Sponsor”) must have given timely notice thereof in writing to the Secretary of the Corporation.  To be timely, a Sponsor’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation:  (1) by the close of business at least ninety (90) days in advance of the anniversary of the previous year’s annual shareholders meeting; and (2) with respect to any special meeting of shareholders, the close of business on the tenth (10th) day following the date of public disclosure of the date of such meeting.  A Sponsor’s notice to the Secretary shall set forth as to each matter the Sponsor proposes to bring before the meeting:  (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address of the Sponsor, and of any holder of record of the Sponsor’s shares as they appear on the Corporation’s books, (c) the class and number of shares of the Corporation which are owned by the Sponsor (beneficially and of record) and owned by any holder of record of the Sponsor’s shares, as of the date of the Sponsor’s notice, and a representation that the Sponsor will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting within seven (7) days following the later of the record date or the date notice of the record date is first publicly disclosed, (d) any material interest of the Sponsor in such business, (e) a description of any agreement, arrangement or understanding with respect to such business between or among the Sponsor and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Sponsor will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within seven (7) days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Sponsor’s notice by, or on behalf of, the Sponsor or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Sponsor or any of its affiliates or associates with respect to shares of stock of the Corporation, and a representation that the Sponsor will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within seven (7) days following the later of the record date or the date notice of the record date is first publicly disclosed, (g) a representation that the Sponsor is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business, and (h) a representation whether the Sponsor intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding shares required to approve the proposal and/or otherwise to solicit proxies from shareholders in support of the proposal.

2.12.2   Compliance with Procedures.  Notwithstanding anything in these By-Laws to the contrary:  (a) no business proposed by shareholders shall be conducted at any shareholder meeting except in accordance with the procedures set forth in this Section 2.12 (other than

nomination of a person for election of a director, which is governed by Section 2.11 of the By-Laws), and (b) unless otherwise required by law, if a Sponsor intending to propose business at a shareholder meeting pursuant to subsection 2.12.1 does not provide the information required under subparagraphs (b) through (f) of subsection 2.12.1 to the Corporation within seven (7) days following the later of the record date or the date notice of the record date is first publicly disclosed, or the Sponsor (or a qualified representative of the Sponsor) does not appear at the meeting to present the proposed business, such business shall not be transacted, notwithstanding that proxies in respect of such business may have been received by the Corporation.  The Corporation’s Nominating/Corporate Governance Committee (or similar committee) shall, if the facts warrant, determine whether business was properly brought before the meeting in accordance with the provisions of Section 2.12, and if it should so determine that it was not properly brought, notice of such determination shall be mailed to the Sponsor and any such business not properly brought before the meeting shall not be transacted. 

2.13  Inclusion of Proposals in Proxy Statement.  Nothing in these By-Laws shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

3.Directors

3.1Number and Election

The number of directors of this Corporation shall be not less than nine (9) nor more than thirteen (13), as determined from time to time by the Board of Directors.    The election and tenure of the directors shall be determined as set forth in the Corporation’s articles of incorporation.  Except for vacancies filled pursuant to Section 3.4 Vacancies, the directors shall be elected by the shareholders of the Corporation.  The election of directors is subject to any provisions contained in the articles of incorporation relating thereto.

3.2Resignations

Any director may resign at any time by giving written notice to the Board of Directors, its Chairman, the President or the Secretary of the Corporation, provided that the party to whom such notice is given is other than the individual director giving the notice.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.  Unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.

3.3Removal

Except as otherwise provided in the following sentence, a director of the Corporation may be removed with or without cause by the affirmative vote of a majority of the outstanding shares then entitled to vote at an election of directors.  No director shall be removed at a meeting of shareholders unless the notice of such meeting shall state that a purpose of such meeting is to vote upon the removal of the director named in the notice, and only the named director may be removed at such meeting.

3.4Vacancies

Except as otherwise provided in the articles of incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors or any other cause, may be filled by the vote of the majority of the remaining directors, although less than a quorum.  Each director so chosen to fill a vacancy shall hold office until such director's successor shall have been elected and shall qualify or until such director shall resign or shall have been removed. 

3.5Reserved

3.6Management of Affairs of Corporation

The business and affairs of the Corporation shall be managed under the direction of its Board of Directors, which may exercise any such power of the Corporation and do any such lawful act as are not by applicable law, the articles of incorporation or these By-Laws directed or required to be exercised or done by shareholders. 

3.7Dividends and Reserves

Dividends upon shares may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, in shares or otherwise in the form, and to the extent, permitted by applicable law.  The Board of Directors may set apart, out of any funds of the Corporation available for dividends, a reserve or reserves for working capital or for any other lawful purpose, and also may abolish any such reserve in the manner in which it was created.

3.8Regular Meetings

An annual meeting of the Board of Directors shall be held, without notice other than as provided in these By-Laws, immediately after and at the same place as, the annual meeting of the shareholders, unless otherwise determined by the Board of Directors.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of additional regular meetings without notice other than such resolution.

3.9Special Meetings

Special meetings of the Board of Directors may be called by the President and shall be called by the Secretary at the request of a majority of the Board of Directors, to be held at such time and place, either within or without the State of Illinois, as shall be designated by the call.

3.10Notice of Special Meetings

Except as otherwise prescribed by statute, written or actual oral notice of the time and place of each special meeting of the Board of Directors shall be given at least two (2) day prior to the time of holding the meeting.  Any director may waive notice of any meeting as to such director.

3.11Quorum

The presence of not less than a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business.  Except as otherwise provided by applicable law, the articles of incorporation or these By-Laws, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  If a quorum shall

not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Unless otherwise provided by the articles of incorporation, any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

3.12Presumption of Assent

Unless otherwise provided by applicable law, a director of the Corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless such director shall file such director's written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.13Action Without Meeting

Except as otherwise provided by applicable law, the articles of incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto, setting forth the action so taken, is signed by all members of the board or of such committee entitled to vote, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

3.14Chairman of the Board.    

The Board of Directors may, by resolution passed by a majority of the directors present at the meeting, annually elect a director to serve as Chairman of the Board.   Such Director shall serve as Chairman until the first to occur of the election of such Chairman's successor, or such Chairman's death, resignation or removal.   If a Chairman of the Board is elected, he or she shall preside at all meetings of the shareholders and directors at which he or she may be present. Other duties shall include, but not necessarily be limited to: 1) Approval of Board agendas, 2) Attendance at Board committee meetings if requested by the committee Chair, 3) Review with committee Chairs the Board and committee evaluations, 4) Provide support for management, based on Board input, in developing Company strategy, and 5) Assist in identifying candidates for Board membership.

Annually the Nominating/Corporate Governance Committee and the Board of Directors shall review and adjust, if appropriate, the compensation paid to the Chairman of the Board. 

3.15Executive Committee

The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these By-Laws, designate two or more directors of the Corporation to constitute an executive committee.  The executive committee shall, to the extent provided in the resolution and by applicable law, have and may exercise any power and authority of the Board of Directors in the management of the business and affairs of the Corporation.

3.16Other Committees

The Board of Directors may, by resolution passed by a majority of the number of directors, designate such other committees as it may periodically determine, but at a minimum shall include all committees as required by the New York Stock Exchange and the Securities and Exchange Commission.  Any committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such duties, functions and powers as the Board of Directors may periodically prescribe, except that a committee may not authorize distributions; approve or recommend to shareholders any act required by applicable law to be approved by shareholders; fill vacancies on the board or on any of its committees; elect or remove officers or fix the compensation of any member of the committee; adopt, amend or repeal these By-Laws; approve a plan of merger not requiring shareholder approval; authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the Board of Directors; authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences and limitations of a series of shares, except that the board may direct a committee to fix the specific terms of the issuance or sale or contract for sale or the number of shares to be allocated to particular employees under an employee benefit plan; or amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

3.17Quorum and Manner of Acting – Committees

The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action.

3.18Committee Chair, Books and Records

The Chair of any committee shall be selected from among the members of the committee by the Board of Directors.  Any committee shall keep a record of its acts and proceedings, and any action of each committee shall be reported to the Board of Directors at its next meeting.  Any committee shall fix its own rules of procedure not inconsistent with applicable law, these By-Laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such designation.

3.19Fees and Compensation of Directors

The Board of Directors shall, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, have the authority to establish reasonable compensation of all directors for services to the Corporation as directors, including expenses incurred.

3.20Reliance Upon Records

Each director of the Corporation, or member of any committee designated by the Board of Directors shall be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officials, by an independent certified public accountant, by an appraiser selected with reasonable care by the Board of Directors or by such committee, or in relying in good

faith upon other records of the Corporation, including the records expressing or relating to the value and amount of assets, liabilities and profits of the Corporation or any other facts pertinent to the existence and amount of surplus or other funds from which dividends may properly be declared or paid or with which shares of the Corporation might lawfully be purchased or redeemed.

4.Notices

4.1Manner of Notice

Whenever notice is required to be given to any shareholder, director or member of any committee designated by the Board of Directors, such notice may be given by any commercially acceptable means in writing or otherwise, including by depositing such notice in a sealed envelope, in the United States mail, postage prepaid, addressed to such addressee at the address of such addressee as it appears on the books of the Corporation or, in the case of a director, at such director's last known address. Notice shall be deemed to be given at the time when deposited in the United States mail or otherwise delivered to the director by commercially acceptable means of communication.

Except in the case of written shareholder notice, any notice requirement shall be deemed satisfied if actual notice is received by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by applicable law or these By-Laws.

4.2Waiver of Notice

Any notice requirement may be waived in writing signed by the person entitled to such notice, whether before, at or after the time stated therein.  Except where a person attends a meeting for the purpose of objecting to such meeting, or for the purpose of objecting to the transaction of any business because such notice is not lawfully called or convened, attendance at a meeting by a person who is the subject of a notice requirement shall constitute a waiver of notice of such meeting.

Except as otherwise required by applicable law, the articles of incorporation or these By-Laws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors or committee of directors need be specified in any written waiver of notice.

5.Officers

5.1Office and Official Positions

The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such Assistant Secretaries, Assistant Treasurer, and other officers as the Board of Directors shall periodically determine to be appropriate. 

Any two or more offices may be held by the same person.  None of the officers need be a director, a shareholder of the Corporation or a resident of the State of Illinois.  The Board of Directors may periodically establish, and abolish, official positions within the divisions into which the business and operations of the Corporation are divided and assign titles and duties to such positions.  A person appointed to any official position within any division need not be an officer of the Corporation. 

The Board of Directors may periodically appoint officers to official positions within a division and remove any person so appointed with or without cause.  The authority incident to an official position within a division shall be limited to acts and transactions within the scope of the business and operations of such division.

5.2Election and Term of Office

The officers of the Corporation shall be elected annually by the Board of Directors.  Any officer shall hold office until the first to occur of the election of such officer's successor, or such officer's death, resignation or removal.

5.3Removal and Resignation

Any officer may be removed, with or without cause, by a majority of the directors then in office at any regular or special meeting of the board. 

Any officer may resign upon written notice to the Board of Directors, to the President or to the Secretary.  Except as otherwise specified in such resignation, any resignation shall be effective on the date received and need not be accepted by the Corporation.

5.4Vacancies

A vacancy in any office because of death, resignation, removal, or any other cause may be filled for the unexpired portion of the term by the Board of Directors.

5.5President

The President shall be the chief executive officer of the Corporation and, if a Chairman of the Board is not elected or is absent, shall preside at all meetings of the shareholders, the Board of Directors or any committee of the Board if such President is a member.  The President shall have the overall supervision of the business of the Corporation and shall direct the affairs and policies of the Corporation, subject to such policies and directions as may periodically be promulgated by the Board of Directors.  The President shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with applicable law, the articles of incorporation, these By-Laws or action of the Board of Directors.  The President may execute any deed, mortgage, bond, contract or other instrument of the Corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the President to some other officer or agent of the Corporation. 

The President may sign with the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, any certificate for shares, the issuance of which shall have been duly authorized by the Board of Directors, and shall vote, or give a proxy to any other person to vote, all shares of any other corporation standing in the name of the Corporation. 

Subject to the limitations and satisfaction of the conditions expressed in the preceding paragraphs, the President shall have all powers and shall perform all duties which are incident to the chief executive office of a corporation or as may periodically be prescribed by the Board of Directors.

5.6Vice Presidents

Absent the President, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the President, shall perform all duties and shall have all powers of the President. 

The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with applicable law, the articles of incorporation, these By-Laws, or action of the Board of Directors, as may periodically be prescribed for them, respectively, by the Board of Directors or the President.  Any Vice President may sign, with the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certificates for shares of the Corporation, the issuance of which shall have been duly authorized by the Board of Directors.

5.7Secretary

The Secretary shall:

(a)keep the minutes of the meetings of the shareholders, the Board of Directors and committees of directors, in one or more books provided for such purpose;

(b)see that all notices are fully given in accordance with the provisions of these By-Laws or as required by applicable law;

(c)have charge of the corporate records and of the seal of the Corporation;

(d)affix the seal of the Corporation or a facsimile thereof, or cause it to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the Corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these By-Laws;

(e)keep a register of the post office address of each shareholder, director and committee member which shall periodically be furnished to the Secretary by such shareholder, director or member;

(f)sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors;  

(g)have general charge of the stock transfer books of the Corporation; and

(h)perform all duties incident to the office of Secretary and such other duties as may periodically be assigned to the Secretary by the President or by the Board of Directors.  The Secretary may delegate such details of the performance of duties of the Secretary's office as may be appropriate in the exercise of reasonable care to one or more persons, but shall not be relieved of responsibility for the performance of such duties.

5.8Treasurer

The Treasurer shall:

(a)be responsible to the Board of Directors for the receipt, custody and disbursements of all funds and securities of the Corporation;

(b)receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of these By-Laws;

(c)disburse the funds of the Corporation as ordered by the Board of Directors or the President or as otherwise required in the conduct of the business of the Corporation;

(d)render to the President or Board of Directors, upon request, an account of all transactions as Treasurer and on the financial condition of the Corporation;

(e)perform all the duties incident to the office of Treasurer and such other duties as may periodically be assigned to the Treasurer by the President, by the Board of Directors or these By-Laws.  The Treasurer may sign, with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the Treasurer's office as may be appropriate in the exercise of reasonable care to one or more persons, but shall not be relieved of responsibility for the performance of such duties.

5.9Assistant Treasurers and Assistant Secretaries

The Assistant Treasurers and Assistant Secretaries shall perform all functions and duties which the Secretary or Treasurer, as the case may be, may assign or delegate. 

5.10Salaries

The salaries of the officers shall be periodically determined by the Board of Directors or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the Corporation.

6.Divisions

6.1Divisions of the Corporation

The Board of Directors may periodically establish such operating divisions of the Corporation as the Board of Directors periodically determines to be appropriate.

6.2Official Positions Within a Division

Except as otherwise periodically provided by the Board of Directors, the President may appoint and remove, with or without cause, any individual as an officer within a division.

7.Contracts, Loans, Checks and Deposits

7.1Contracts and Other Instruments

The Board of Directors may periodically authorize any person to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, or of any division thereof and such authorization may be general or confined to specific instances.

7.2Loans

No loan shall be contracted on behalf of the Corporation, or any division thereof, and no evidence of indebtedness shall be issued in the name of the Corporation, or any division thereof, unless authorized by a resolution of the Board of Directors and such authorization may be general or confined to specific instances.

7.3Checks, Drafts

Any check, demand, draft or other order for the payment of money, note or other evidence of indebtedness issued in the name of the Corporation, or any division thereof, shall be signed by such person as the Board of Directors shall periodically designate. 

7.4Deposits

Any funds of the Corporation, or any division thereof, not otherwise employed shall be periodically deposited to the credit of the Corporation in such bank, trust company or other depository as the Board of Directors may periodically designate.

8.Shares and Their Transfer

8.1Shares Represented by Certificates and Uncertificated Shares

Shares of capital stock of the Corporation either shall be represented by certificates or shall be uncertificated shares.  The certificates of shares shall be in such form as may be periodically determined by the Board of Directors, shall be numbered and entered in the books of the Corporation as they are issued, and shall exhibit the holder's name and number of shares, that the Corporation is organized under the Act, and shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. 

If any share certificate is signed by a transfer agent and a registrar, the signature of any officer of the Corporation may be facsimile.  If any officer whose facsimile signature has been used on any certificate, and such officer shall cease to act in such capacity before such certificate is delivered by the Corporation, such certificate may nevertheless be delivered by the Corporation without regard to the cessation of such officer.

Any certificate surrendered to the Corporation or transfer agent for transfer shall be cancelled and no new certificate shall be issued to evidence transferred shares until the former certificate shall have been surrendered.

Unless prohibited by the articles of incorporation, the Board of Directors may provide by resolution that some or all of any class or series of shares shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until the certificate has been surrendered to the Corporation.  Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation or transfer agent shall send the registered owner thereof a written notice of all information that would appear on a certificate.  Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares shall be identical to those of the holders of certificates representing shares of the same class and series.  The name and address of each shareholder, the number and class of shares held and the date on which the uncertificated shares were issued shall be entered on the books of the Corporation.  The person in whose name uncertificated shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. 

8.2Lost, Stolen or Destroyed Certificate

The Board of Directors may periodically promulgate procedures to be followed in connection with the issuance of new certificates in replacement of any certificate previously issued by the Corporation. 

8.3Transfers of Shares

Subject to the satisfaction of the conditions periodically expressed by the Board of Directors, upon the surrender to the Corporation or transfer agent of a certificate representing shares of the Corporation, the Corporation or transfer agent shall issue a new certificate to the person entitled

thereto, cancel the old certificate and record the transaction upon its books or make appropriate entries for uncertificated shares.  Transfers of certificated or uncertificated shares shall be made only on the books of the Corporation by the registered holder thereof or by its attorney or successor duly authorized as evidenced by documents filed with the Secretary or transfer agent of the Corporation.  The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes.

8.4Restrictions on Transfer

Subject to such conditions and limitations as the Board of Directors may periodically promulgate, and except as otherwise provided by any applicable law, the articles of incorporation or these By-Laws, any shareholder or the Corporation may enter into any agreement restricting the transferability of any shares of the Corporation, granting put, call, or other rights or responsibilities with respect to such shares on such terms and conditions as are equally applicable to any other shareholder of the Corporation.  Any restriction on the transferability of any shares may be expressed on the certificate representing such shares, or entered on the books of the Corporation for uncertificated shares. 

8.5No Fractional Shares

Fractional shares shall not be issued.

8.6Fixing Record Date

The Board of Directors may fix in advance a date, not exceeding sixty (60) days, nor less than ten (10) days, preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall be effective, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, or adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any such record date.

8.7Shareholders of Record

Except as otherwise required by applicable law, the Corporation may treat the holder of record of any share as the holder in fact thereof.

9.General Provisions

9.1Fiscal Year

The fiscal year of the Corporation shall begin on January 1 and shall end on December 31.

9.2Seal

The Board of Directors may provide a corporate seal which shall have inscribed thereon the name of the Corporation, and the words "CORPORATE SEAL" and "Illinois;" and it shall otherwise be in the

form approved by the Board of Directors.  The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or otherwise reproduced.

10.Indemnification

The Corporation shall indemnify any present or former director, officer, employee or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, employee, trustee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, in connection with an action, suit or proceeding brought by a third party or by or in the right of the Corporation, as set forth in the articles of incorporation.  

11.Amendments

These By-Laws may be made, altered, amended or repealed by the shareholders or the Board of Directors.  Any By-Law made, altered, amended or repealed by the shareholders may be altered, amended or repealed by the Board of Directors, or by the shareholders.

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Effective Date: May 4, 2017.