EXHIBIT L
to Joint Venture Agreement dated as of March 8, 1996 (the "Agreement")
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between Ameritas Life Insurance Corp. and
American Mutual Life Insurance Company
AMENDED BYLAWS OF
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AMERITAS VARIABLE LIFE INSURANCE COMPANY
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ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation in
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the State of Nebraska shall be located in the City of Lincoln, County of
Lancaster. The Corporation may have such other offices, either within or without
the State of Nebraska, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.
Section 2. Registered Office. The registered office of the Corporation
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may be, but need not be, identical with the principal office in the State of
Nebraska, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II
SHAREHOLDER
Section 1. Annual Meeting. The annual meeting of the shareholders shall
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be held on the first Monday in April of each year, or when otherwise determined
by the Board of Directors from time to time, beginning in the year 1997, at the
hour specified in the notice of such meeting for the purpose of electing
Directors and for the transaction of such business as may come before the
meeting. If the day fixed for the annual meeting shall be on a legal holiday in
the State of Nebraska, such meeting shall be held on the next succeeding
business day.
Section 2. Special Meetings. Special meetings of the shareholders, for
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any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board or the President or by the Board of Directors, and
shall be called by the Chairman of the Board, the President or the Secretary at
the request of the holders of not less than one-tenth of all the outstanding
shares of the Corporation entitled to vote at the meeting.
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Section 3. Place of Meeting. Written or printed notice stating the
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place (either within or without the State of Nebraska), day and hour of the
meeting and, in case of a special meeting. the purpose(s) for which the meeting
is called, shall be delivered not less than ten nor more than fifty days before
the date of the meeting, either personally or by mail, by or at the direction of
the Chairman or 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 its address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
Section 4. Quorum. Three-fourths of the outstanding shares of the
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Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders: If less than three-fourths of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time with notice to all
shareholders. 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 noticed.
Section 5. Proxies. At all meetings of shareholders, a shareholder may
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vote by proxy executed in writing by the shareholder or by its duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy. All solicitation of proxies shall comply with the laws and
regulations to stock insurance companies now or hereafter in effect.
Section 6. Voting of Shares. Each outstanding share entitled to vote
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shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
Section 7. Voting of Shares by Certain Holders.
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(a) Shares standing in the name of another corporation may be voted by
such officer, agent or proxy as the Board of Directors of such corporation may
prescribe.
(b) Shares of its own stock belonging to the Corporation or held by it
in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of outstanding
shares at any given time.
Section 8. Informal Action by Shareholders. Any action required to be
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taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
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ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation
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shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of Directors
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of the Corporation shall be six (6). Each shareholder (or, in the event there is
a single shareholder, each of the shareholders of such shareholder) shall, each
year, nominate three (3) Directors, and the shareholder(s) shall thereupon
together vote all of its (their) shares in favor of the persons so nominated.
Directors shall serve for a term of one (1) year and until their successors are
elected and qualified, and need not be shareholders. No shareholder shall have a
right to cumulative voting in the election of Directors.
Section 3. Regular Meetings. A regular meeting of the Board of
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Directors shall be held on the first Monday in April of each year, or when
otherwise determined by the Board of Directors from time to time, beginning in
the year 1997, at the place and hour, within or without the State of Nebraska,
specified in the Notice of such meeting. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Nebraska,
for the holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors
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may be called by or at the request of the Chairman of the Board or the President
or any two Directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the State
of Nebraska, as the place for holding any special meeting of the Board of
Directors called by them.
Section 5. Notice of Special Meetings. Notice of any special meeting
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shall be given at least two days prior thereto by written notice delivered
personally or by overnight courier, or at least ten days prior thereto by mail,
to each Director and to the Secretary at his or her business address. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. Appearance of any Director at a
meeting shall constitute a waiver of notice of such meeting to such Director,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 6. Quorum. Four (4) Directors shall constitute a quorum for the
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transaction of business at any meeting of the Board of Directors, whether or not
all Directors are present and/or eligible to vote on such matter and whether or
not any vacancy exists.
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Section 7. Manner of Acting. The act of at least four (4) of the
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Directors shall be the act of the Board of Directors, whether or not all
Directors are present and/or eligible to vote on such matter and whether or not
any vacancy exists. Members of the Board of Directors or of any committee
appointed by the Board may participate in a meeting by means of conference
telephone or similar communications equipment whereby all members participating
in the meeting are able to hear each other, and participation in such meeting in
such manner shall constitute presence in person at such meeting. Any two members
of the Board of Directors may, upon written request directed to the Chairman or
the Secretary of the Corporation, (I) place any matter on the agenda for any
meeting of the Board of Directors and/or (ii) call for a vote on any agenda item
during any meeting of the Board of Directors. Any action required or permitted
to be taken at a meeting of the Board of Directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all-the Directors.
Section 8. Removal. At any time, in the discretion of the shareholder
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(or, in the event there is a single shareholder, then upon the express written
direction of a shareholder of such shareholder to such shareholder), the
shareholder(s) shall take such actions, without prior notice or delay, and with
or without cause, as may be necessary to remove any director or committee member
nominated as provided in Section 2 of this Article III by the shareholder making
such written direction.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
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shall be filled as follows: the shareholder (or, in the event there is a single
shareholder, the shareholder of such shareholder) which nominated the Director
whose position is vacated shall nominate a Director to be elected in the place
and stead of such vacating Director, and the shareholder(s) of the Corporation
shall promptly thereupon vote all of its (their) shares in favor of the person
so nominated. A Director elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office.
Section 10. Compensation. By resolution of the Board of Directors, the
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Directors who are not employed by or serving as officers of the Corporation may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor; provided, however, that no such Director
employed by or serving as an officer of the Corporation shall receive any
compensation as a Director.
Section 11. Indemnification. The Corporation shall indemnify any person
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who was, or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or she is or was a
director, office or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses including
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attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonable incurred in connection with such action, suit or proceeding to the
full extent authorized by the laws of Nebraska.
Section 12. Non-exclusive Provision. The foregoing right of indemnity
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and reimbursement shall not be deemed exclusive of any other rights to which any
officer, director or employee may be entitled under any other bylaw, agreement,
vote of shareholders or otherwise.
Section 13. Amount of Indemnity. The amount of indemnity or
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reimbursement to which any of the foregoing indemnities may be entitled shall be
fixed by the Board of Directors, except that in any case where there is no
disinterested majority of the Board of Directors available (whether a quorum or
not) the amount shall be fixed by a committee of arbitrators appointed by the
Board of Directors.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be a Chairman
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of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents (the number thereof to be determined by the Board of Directors), a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person, except that the President cannot also hold the
office of Secretary, Treasurer or Vice President.
Section 2. Election and Term of Office. The officers of the Corporation
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to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. The term of office for each officer shall be one year, and
each such officer shall hold office only until the expiration of such one-year
period unless otherwise determined by the Board of Directors. Each officer shall
hold office until the earliest of (i) the expiration of his or her term, (ii)
the due election and qualification of his or her successor, (iii) his or her
death, or (iv) his or her resignation or removal in the manner hereinafter
provided.
Section 3. Removal. Any officer or agent elected or appointed by the
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Board of Directors may be removed by the Board of Directors, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
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Section 4. Vacancies. A vacancy in an office because of death,
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resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. The Chairman. The Chairman shall preside over all meetings
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of the shareholders and of the Board of Directors and shall perform such duties
as may be prescribed and delegated to him or her by the Board of Directors.
Section 6. The Chief Executive Officer. The Chief Executive Officer
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shall be the principal executive officer of the Corporation and, subject to the
control of the Board of Directors and its Executive Committee, shall in general
supervise and control all of the business and affairs of the Corporation. He or
she may sign, with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of the Chairman of the Board and
such other duties as may be prescribed by the Board of Directors from time to
time.
Section 7. The President. The President shall have general control and
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management of the business affairs of the Corporation subject to the direction
of the Chairman of the Board and Chief Executive Officer and the Board of
Directors. He or she may delegate such duties and responsibilities and authority
to other officers as he or she may deem proper.
Section 8. The Vice Presidents. In the absence of the President or in
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the event of his or her death, inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
Corporation; and shall perform such other duties as from time to time may be
assigned to him or her by the Chairman, the President or by the Board of
Directors.
Section 9. The Secretary. The Secretary shall: (a) keep the minutes of
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the shareholder's and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all documents the execution of which on behalf
of the Corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholders; (e) sign, with the Chief Executive Officer or a
Vice President, certificates for
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shares of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the Chairman, the President or by the Board of
Directors.
Section 10. The Treasurer. If required by the Board of Directors, the
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Treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the Board of Directors shall
determine. He or she shall: (a) have charge and custody of and be responsible
for 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 be selected in accordance with
provisions of Article V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the Chairman, the President or by the
Board of Directors.
Section 11. Other Officers. The powers, authority, duties and
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responsibilities of other executive officers shall be delegated and defined by
the Board of Directors, or if no such delegation and definition be made, then by
the Chief Executive Officer.
Section 12. Salaries. The salaries of the officers, if any, shall be
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fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.
Section 13. Delegation of Duties. The Board of Directors may at its
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discretion designate such administrative officers as it may deem proper and
delegate such duties, responsibilities and authority to them as it may
determine.
ARTICLE V
COMMITTEES
Section 1. Executive Committee.
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(a) At each annual meeting, the Board of Directors shall elect two of
its members (who shall be nominated by the shareholders of the Corporation (or,
in the event there is a single shareholder, by the respective shareholders of
such shareholder, each of whom shall nominate one such member)) to serve as the
Executive Committee for the ensuing year or until their successors are elected
and qualified. Any vacancy in the Executive Committee occurring during the year
may be filled for the unexpired term by the Board of Directors, at the direction
of the shareholder (or the shareholder of the shareholder) which nominated such
member.
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(b) The Executive Committee shall meet at the call of either member of
the Committee and at a time and place fixed by the Committee at a previous
meeting or in the notice of call of the meeting by a member of the Committee.
Notice of call of meetings may be written or by telephone and shall be given to
each member in sufficient time to permit convenient travel by usual means to the
meeting. Call and notice of meetings may be waived before or after the meeting
and attendance at any meeting shall constitute a waiver of call and notice of
call thereof by the attending member.
(c) Any action by the Executive Committee shall require the unanimous
vote of both of its members. If one member is not present or is unable to vote
on such matter, or in the event of a vacancy, then the Executive Committee shall
not take any action until two members selected in accordance with this Article
V, Section I are able to vote.
(d) Except as limited by the laws of the State of Nebraska, the
Executive Committee shall possess and exercise all of the powers of the Board of
Directors in the interim between meetings of the Board of Directors. The
Executive Committee shall carry into practical effect all orders and directions
of the Board of Directors and shall in such interim decide all questions of
current business policy. The Secretary shall promptly forward a copy of the
minutes of each meeting of the Executive Committee to each Director. It may
appoint, employ or remove, or authorize the appointment, employment or removal
of such supervisory and administrative officers and employees as it shall deem
necessary for the conduct of the Company's business, including one or more
Assistant Secretaries and one or more Assistant Treasurers with full authority
to perform the duties of Secretary and Treasurer respectively and fix and
authorize payment of the compensation of such officers and employees. It may, at
its discretion, adjust the compensation of such officers and employees so
appointed or employed.
Section 2. Finance Committee.
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(a) At each of its annual meetings, the Board of Directors shall elect
four of its members (who shall be nominated by the shareholders of the
Corporation (or, in the event there is a single shareholder, by the respective
shareholders of such shareholder, each of whom shall nominate two such members))
to serve as the Finance Committee for the ensuing year or until their successors
are elected and qualified. Any vacancy in the Finance Committee occurring during
the year may be filled by the Board of Directors for the unexpired term.
(b) The Committee shall meet at the call of any member of the Committee
and at a time and place fixed by the Committee at a previous meeting or in the
notice of call of the meeting by a member of the Committee. Notice of call of
meetings may be written or by telephone and shall be given to each member in
sufficient time to permit convenient travel by usual means to the meeting. Call
and notice of call of meetings may be waived before or after the meeting and
attendance at any meeting shall constitute a waiver of call and notice of call
thereof by the attending member.
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(c) The Finance Committee shall be charged with the duty of investing
or lending funds of the Corporation, and also charged with the approval of
banks, banking institutions and other places of deposit of the funds and
securities of the Corporation.
Section 3. Standing Committees.
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(a) The Board of Directors may establish and discontinue such standing
committees as it may from time to time consider necessary and proper, delegating
to them such responsibilities and authority as it may deem appropriate.
(b) Any such committee shall be composed of an even number of persons,
and the members of any committee of the Board of Directors shall be those
individuals nominated by the shareholders of the Corporation (or, in the event
there is a single shareholder, by the respective shareholders of such
shareholder, each of whom shall nominate half of such members).
(c) Any vacancy occurring in any such committee during the year may be
filled for the unexpired term by the Board of Directors, at the direction of the
shareholder (or the shareholder of the shareholder) which nominated such member.
(d) The affirmative vote of at least a majority of all the members of
any committee shall be the act of such Committee, whether or not all members are
present and/or eligible to vote on such matter and whether or not any vacancy
exists.
Section 4. Informal Action by Committees. Any action required or
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permitted to be taken at a meeting of any committee (including the Executive
Committee and the Finance Committee) may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all the
committee members.
Section 5. Committee Records. Each committee other than the Executive
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Committee shall appoint a committee secretary who shall keep minutes of the
official votes and acts of the committee and such other records of the
committee's deliberations and activities as the committee shall direct. The
committee secretary shall keep one copy of such minutes and shall file a copy
with the Secretary of the Company and send a copy to each member or the
Executive Committee.
Section 6. Reports to Board of Directors. All action by each committee
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shall be reported to the Board of Directors at its meeting next succeeding such
action, and shall be subject to revision or alteration by the Board of
Directors; provided, that no acts or rights of third parties shall be affected
by such revision or alteration.
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ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contract. The Board of Directors may authorize any
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officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances. Any contract. agreement or
other undertaking of the Corporation with AMAL Corporation, Ameritas Investment
Corp., Ameritas Life Insurance Corp. and/or American Mutual Life Insurance
Company shall be effective only upon approval of the Board of Directors and,
until and unless such approval is obtained, any such contract, agreement or
other undertaking shall be void ab initio.
Section 2. Loans. No loans shall be contracted on behalf of the
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Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
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the payment of money, notes or other evidence of indebtedness issued in the name
of the Corporation shall be signed by such officer(s) or agent(s) of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
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employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
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the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chief Executive Officer or a
Vice President and by the Secretary or an Assistant Secretary. All certificates
for shares, including certificates for newly issued shares, shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificates shall be issued in respect of such transfer
until the former certificates for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
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Section 2. Transfer of Shares. Transfer of shares of the Corporation
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shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by its legal representative, who shall furnish proper
evidence of authority to transfer, or by its attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be January 1 to December 31.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal and shall have
inscribed thereon the name of the Corporation, its state of incorporation and
the words "Corporate Seal."
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the
Nebraska Business Corporation Act, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
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ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors; provided, however, that these Bylaws shall not be amended without
the unanimous consent of the Directors unless ten (10) days' written notice of
any meeting called for the purpose of amending the Bylaws is delivered to each
Director.
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