INSURANCE POLICIES, CONTRACTS, CHECKS,
DRAFTS, BANK ACCOUNTS, ETC
8
SECTION 1.
Insurance Policies, How Signed
8
SECTION 2.
Checks, Drafts, etc
8
SECTION 3.
Contracts, etc., How Executed
8
SECTION 4.
Bank Accounts
8
Article VI.
INVESTMENTS
9
SECTION 1.
Investments in the Corporation’s Name
9
Article VII.
CERTIFICATES AND TRANSFER OF SHARES
9
SECTION 1.
Certificates for Shares
9
SECTION 2.
Transfer on the Books
9
SECTION 3.
Lost or Destroyed Certificates
9
SECTION 4.
Transfer Agents and Registrars
9
SECTION 5.
Closing Stock Transfer Books
9
Article VIII.
CORPORATE RECORDS, REPRESENTATION OF
SHARES OF OTHER CORPORATIONS
10
SECTION 1.
Inspection of Bylaws
10
SECTION 2.
Inspection of Corporate Records
10
SECTION 3.
Annual Reports
10
SECTION 4.
Representation of Shares of
Other Corporations
10
Article IX.
AMENDMENTS
10
SECTION 1.
Amendment of Bylaws
10
Article X.
INDEMNIFICATION
11
SECTION 1.
Liability of Directors
11
SECTION 2.
Indemnification of Agents
11
ii
BYLAWS
FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATION,
OF
PACIFIC LIFE INSURANCE COMPANY
Article I.
OFFICES
SECTION 1. Principal Office. The main administrative office for the transaction of
business of the corporation is hereby fixed and located at 700 Newport Center Drive, Newport Beach,
California. The principal office in the State of Nebraska is hereby fixed and located at 1299
Farnam Street, Omaha, Nebraska.
SECTION 2. Other Offices. Branch or subordinate offices may at any time be
established by the board of directors at any place or places where the corporation is qualified to
do business.
Article II.
MEETINGS OF SHAREHOLDERS
SECTION 1. Place of Meetings. All meetings of shareholders shall be held at either the
main administrative office of the corporation or any other place without as well as within the
State of California designated by the board of directors pursuant to authority hereinafter granted
to said board.
SECTION 2. Annual Meetings. The annual meetings of shareholders shall be held at such
date, on or before the 30th day of June in each and every year, and time as designated by the board
of directors.
SECTION 3. Notice of Meetings. Notice of all meetings of shareholders, whether annual
or special, shall be given in writing to the shareholders entitled to vote. The notice shall be
given by the secretary, assistant secretary, or other persons charged with that duty. If there is
no such officer, or if he or she neglects or refuses this duty, notice may be given by any
director. Notice of any meeting of shareholders shall be given to each shareholder entitled to
notice not less than ten (10) nor more than sixty (60) days before a meeting. Notice of any
meeting of shareholders shall specify the place, the day, and the hour of the meeting and the
general nature of the business to be transacted. A notice may be given to a shareholder either
personally, or by mail, or other means of written communication, charges prepaid, addressed to the
shareholder at his or her address appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice.
1
SECTION 4. Special Meetings. Special meetings of shareholders, for any purpose or
purposes whatsoever, may be called at any time by the chief executive officer or by the board of
directors or by shareholders holding ten percent (10%) or more of the voting power of the
corporation. [Nebraska Business Corporation Act §21-2052]1
SECTION 5. Adjourned Meetings and Notice Thereof. Any shareholders’ meeting, annual
or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a
majority of the shareholders who are either present in person or represented by proxy thereat, but
in the absence of a quorum no other business may be transacted at any such meeting.
When any shareholders’ meeting, either annual or special, is adjourned for forty-five (45)
days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
Save as aforesaid, it shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which such adjournment is taken.
SECTION 6. Consent to Shareholders’ Meetings. The transactions of any meeting of
shareholders, however called and noticed, shall be valid as though had at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy, and if, either before
or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy,
sign a written waiver of notice, or a consent to the holding of such a meeting, or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with the corporation
records or made a part of the minutes of the meeting.
Any action which may be taken at a meeting of the shareholders, may be taken without a meeting
if authorized by a writing signed by all of the holders of shares who would be entitled to vote at
a meeting for such purpose, and filed with the secretary of the corporation.
SECTION 7. Voting Rights; Cumulative Voting. Only persons in whose names shares
entitled to vote stand on the stock records of the corporation on the day of any meeting of
shareholders, unless some other day be fixed by the board of directors for the determination of
shareholders of record, then on such other day, shall be entitled to vote at such meeting.
Every shareholder entitled to vote shall be entitled to one vote for each of said shares and
in any election of directors he or she shall have the right to cumulate his or her votes as
provided in Section 21-2066 of the Nebraska Business Corporation Act.
SECTION 8. Quorum. The presence in person or by proxy of the holders of a majority of
the shares entitled to vote at any meeting shall constitute a quorum for the transaction of
business.
SECTION 9. Proxies. Every shareholder entitled to vote or execute consents shall have
the right to do so either in person or by an agent or agents authorized by a written proxy executed
by such shareholder or his or her duly authorized agent and filed with the secretary of the
corporation; provided that no such proxy shall be valid after the expiration of eleven (11) months
from the date of its execution unless the shareholder executing it specifies therein the length of
time for which such proxy is to continue in force. Any proxy duly executed is not revoked, and
continues in full force and effect, until an instrument revoking it, or a duly executed proxy
bearing a later date, is filed with the secretary.
1
Citations are inserted for reference only, and do not constitute a part of the Bylaws.
2
SECTION 10. Conduct of Meeting. The chairman of the board shall preside as chairman
at all meetings of the shareholders. The chairman shall conduct each such meeting in a
businesslike and fair manner, but shall not be obligated to follow any technical, formal or
parliamentary rules or principles of procedure. The chairman’s rulings on procedural maters shall
be conclusive and binding on all shareholders unless at the time of a ruling a request for a vote
is made to the shareholders entitled to vote and which are represented in person or by proxy at the
meeting, in which case the decision of a majority of such shareholders shall be conclusive and
binding. Without limiting the generality of the foregoing, the chairman shall have all the powers
usually vested in the chairman of a meeting of shareholders.
Article III.
BOARD OF DIRECTORS
SECTION 1. Powers. Subject to limitations of the articles of incorporation and of
these bylaws, and of any statutory provisions as to action to be authorized or approved by the
shareholders, all corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be controlled by or under the direction of, the board
of directors. [ Nebraska Business Corporation Act §21-2078] Without prejudice to such general
powers, but subject to the same limitations, it is hereby expressly declared that the directors
shall have the following powers, to-wit:
First. Corporate Business. To delegate the management of the
day-to-day operation of the business and affairs of the corporation to persons, provided
that the business and affairs of the corporation shall be managed and all corporate powers
shall be exercised under the ultimate direction of the board of directors.
Second. Select and Remove Officers, Agents and Employees. To select and
remove all officers, agents and employees of the corporation, prescribe the powers and
duties for them as may not be inconsistent with law, the articles of incorporation or these
bylaws, fix their compensation and require from them security for faithful service.
Third. Appoint Committees. To appoint, by resolution adopted by a
majority of the authorized number of directors, one or more committees, each consisting of
two or more directors, and to fix, by resolution or resolutions, the quorum for the
transaction of business of committees, other than the executive committee, which may be less
than a majority, but not less than one-third of the authorized number of committee members.
Any such committee, to the extent provided in the resolution of the board, shall have all
the authority of the board, except with respect to:
(a) The approval of any action for which shareholders’ approval or approval of the
outstanding shares is required by law.
(b) The filing of vacancies on the board or in any committee.
(c) The fixing of compensation of the directors for serving on the board or any
committee.
(d) The amendment or repeal of bylaws or the adoption of new bylaws.
3
(e) The amendment or repeal of any resolution of the board which by its express terms
is not so amendable or repealable.
(f) A dividend or other distribution to shareholders of the corporation, except at a
rate, in a periodic amount or within a price range set forth in the articles or determined
by the board.
(g) The appointment of other committees of the board or the members thereof.
Fourth. Incur Indebtedness. To borrow money and incur indebtedness for
the purposes of the corporation and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, pledges,
hypothecations, or other evidences of debt and securities therefor.
SECTION 2. Number of Directors. The number of directors of the corporation shall be
fixed from time to time exclusively pursuant to a resolution adopted by a majority of the board,
but shall consist of not less than five (5) and one of them shall be a resident of the State of
Nebraska. [Nebraska Insurance Laws § 44-211]
SECTION 3. Term of Office and Election. At each annual meeting of shareholders,
directors shall be elected to hold office until the next annual meeting. All directors shall hold
office for the term for which they are elected and until their respective successors are elected
and qualified, except that each director who attains retirement age, as determined by the board of
directors, during the term for which elected shall hold office only until the next annual meeting
of shareholders following attainment of retirement age at which time a person may be elected as
director to complete the unexpired term of office, if any, for which the director attaining
retirement age had been elected.
SECTION 4. Resignation. Any director may resign at any time by giving written notice
to the board of directors or to the chairman of the board, the chief executive officer or the
secretary of the corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. Vacancies. If any vacancies occur in the board of directors by reason of
death, resignation, removal or otherwise, or if the authorized number of directors shall be
increased, the directors then in office shall continue to act, and such vacancies and newly created
directorships may be filled by a majority of the directors then in office, although less than a
quorum. A director elected to fill a vacancy or a newly created directorship shall hold office
until his or her successor has been elected and qualified or until his or her earlier death,
resignation or removal. The shareholders may elect a director at any time to fill any vacancy not
filled by the directors. [Nebraska Business Corporation Act §21-2087]
SECTION 6. Place of Meetings. Regular meetings of the board of directors shall be
held at any place within or without the State of California which has been designated from time to
time by resolution of the board of directors. In the absence of such designation, regular
meetings, other than the annual meeting, shall be held at the principal executive office of the
corporation, unless not less than ten (10) days prior to said meeting a written notice designating
another location is mailed to each director at the address as shown upon the records of the
corporation. Special meetings of the board may be held either at a place so designated or at the
principal executive office of the corporation.
4
SECTION 7. Regular Annual Meetings. Unless otherwise provided by resolution of the
board of directors, immediately following each annual meeting of shareholders, the board of
directors shall hold a regular annual meeting for the purpose of organization, election of
officers, and the transaction of other business. The regular annual meeting shall be held at the
main administrative office of the corporation or at such other place as designated by resolution of
the board. Notice of such meeting is hereby dispensed with.
SECTION 8. Other Regular Meetings. Other regular meetings of the board of directors
shall be held without call, on such dates and at such times as may be fixed by the board. Call and
notice of all regular meetings of the board of directors are hereby dispensed with.
SECTION 9. Special Meetings. Special meetings of the board of directors for any
purpose or purposes shall be called at any time by the chief executive officer or, if he or she is
absent or unable or refuses to act, by any three (3) directors.
Special meetings of the board shall be held upon six days’ notice by mail or forty-eight (48)
hours’ notice delivered personally or by telephone, including a voice messaging system or other
system or technology designed to record and communicate messages, telegraph, facsimile, electronic
mail or other electronic means. Any such notice shall be addressed or delivered to each director
at such director’s address as it is shown upon the records of the corporation or as may have been
given to the corporation by the director for purposes of notice or, if such address is not shown on
such records or is not readily ascertainable, at the place in which the meetings of the directors
are regularly held. [Nebraska Business Corporation Act §21-2091]
Notice by mail shall be deemed to have been given at the time a written notice is deposited in
the United States mail, postage prepaid. Any other written notice shall be deemed to have been
given at the time it is personally delivered to the recipient or is delivered to a common carrier
for transmission, or actually transmitted by the person given the notice by electronic means, to
the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in
person or by telephone or wireless, to the recipient or to a person at the office of the recipient
who the person given the notice has reason to believe will promptly communicate it to the
recipient.
SECTION 10. Adjournment. A majority of the directors present, whether or not a quorum
is present, may adjourn any directors meeting to another time and place. Notice of the time and
place of holding an adjourned meeting need not be given to absent directors if the time and place
be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is
adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place
shall be given prior to the time of the adjourned meeting to the directors who were not present at
the time of the adjournment.
SECTION 11. Entry of Notice. Whenever any director has been absent from any special
meeting of the board of directors, an entry in the minutes to the effect that notice has been duly
given shall be prima facie evidence that due notice of such special meeting was given to such
director as required by law and these bylaws.
SECTION 12. Waiver of Notice. The transactions of any meeting of the board of
directors, however called and noticed or wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice if a quorum be present and if, either before or
after the meeting, each of the directors not present signs a written waiver of notice of or consent
to holding such meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
5
SECTION 13. Quorum. A majority of the total number of directors then in office
constitutes a quorum of the board for the transaction of business, except to adjourn, as provided
in Section 10 of this Article III. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be regarded as an act
of the board, unless a greater number be required by law or by the articles of incorporation. A
meeting at which a quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at least a majority of the required
quorum for such meeting.
SECTION 14. Action by Telephonic Communications. Members of the board may participate
in a meeting through use of conference telephone or similar communications equipment, and
participation in a meeting pursuant to this provision shall constitute presence in person at such
meeting if all of the following apply:
(a) Each member participating in the meeting can communicate with all of the other
members concurrently.
(b) Each member is provided the means of participating in all matters before the board,
including the capacity to propose, or to interpose an objection, to a specific action to be
taken by the corporation.
(c) The corporation adopts and implements some means of verifying both of the
following:
(i) A person communicating by telephone, electronic video screen, or other
communications equipment is a director entitled to participate in the board meeting;
and
(ii) All statements, questions, actions, or votes were made by that director
and not by another person not permitted to participate as a director.
SECTION 15. Action Without a Meeting. Any action required or permitted to be taken by
the board may be taken without a meeting, if all members of the board shall individually or
collectively consent in writing to that action. Such consent or consents shall have the same
effect as a unanimous vote of the board and shall be filed with the minutes of the proceedings of
the board.
SECTION 16. Fees and Compensation. Directors and members of committees may receive
such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed
or determined by the board. Directors who are salaried officers of the corporation shall not
receive additional fees or compensation for their services as directors. Nothing herein contained
shall be construed to preclude any director from serving the corporation in any other capacity as
an officer, agent, employee, or otherwise, and receiving compensation therefor.
6
Article IV.
OFFICERS
SECTION 1. Number and Qualifications. The officers of the corporation shall be a
chairman of the board, a chief executive officer, a secretary, a treasurer, and such other officers
as may be appointed in accordance with the provisions of Section 3 of this Article IV. One person
may hold one or more offices and perform the duties thereof. One officer shall be designated by
the board as the chief financial officer of the corporation. [Nebraska Business Corporation Act
§21-2097]
SECTION 2. Election, Term of Office. Each officer, except such officers as may be
appointed in accordance with the provisions of Section 3 of this Article IV, shall be chosen
annually by and serve at the pleasure of the board of directors and shall hold their respective
office until their resignation, removal or other disqualification from service or until their
successor shall have been duly chosen and qualified.
SECTION 3. Other Officers, etc. The board of directors may elect, and may empower the
chief executive officer to appoint, such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority and perform such
duties as are provided in these bylaws or as the board may from time to time determine. [Nebraska
Business Corporation Act §21-2097]
SECTION 4. Removal. Any officer chosen under Section 2 of this Article IV may be
removed, either with or without cause, by a majority vote of the directors present at any regular
meeting of the board of directors. Any officer, except an officer chosen by the board of directors
pursuant to Section 2 of this Article IV, may also be removed at any time, with or without cause,
by the chief executive officer, if such powers of removal have been conferred by the board of
directors.
SECTION 5. Resignation. Any officer may resign at any time by giving written notice
to the board of directors or to the chairman of the board or to the secretary of the corporation.
Any such resignation shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
SECTION 6. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in these bylaws for
regular election or appointment to such office.
SECTION 7. Chairman of the Board. The chairman of the board shall, if present,
preside at all meetings of the board and exercise and perform such other powers and duties as may
be from time to time assigned by the board.
SECTION 8. Chief Executive Officer. The chief executive officer shall have such
powers and duties as may be prescribed from time to time by the board of directors, the chairman of
the board, or elsewhere in these bylaws.
SECTION 9. Vice Presidents. Vice presidents shall have such powers and perform such
duties as may be prescribed from time to time by the chief executive officer, the board of
directors, or elsewhere in these bylaws.
7
SECTION 10. Secretary. The secretary shall keep, or cause to be kept, a book of
minutes at the principal executive office, or such other place as the board of directors may order,
of all meetings of the directors, committees and shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof given, the names of
those present at directors’ and committee meetings, the number of shareholders present or
represented at shareholders’ meetings and the proceedings thereof.
The secretary shall give, or cause to be given, notice of all meetings of the shareholders and
of the board and any committees thereof required by these bylaws or by law to be given, shall keep
the seal of the corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the board.
SECTION 11. Treasurer. The treasurer shall have custody of all the funds, securities
and other valuables of the corporation which may have or shall come into his or her hands. He or
she shall have such powers and perform such duties as may be prescribed by the chief executive
officer, the board of directors or elsewhere in these bylaws.
Article V.
INSURANCE POLICIES, CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Insurance Policies, How Signed. All policies issued by this corporation
shall be signed by the chairman or chief executive officer and countersigned by the secretary, both
either personally or by facsimile.
SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, except as in these bylaws otherwise provided,
issued in the name of or payable to the corporation shall be signed or endorsed by such person or
persons and in such manner as from time to time shall be determined by resolution of the board of
directors or by resolution of a committee thereof, if the board of directors delegate such
authority to it.
SECTION 3. Contracts, etc., How Executed. The board of directors, or a committee
thereof if such authority is delegated to it by the board of directors, except as by law or in
these bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter
into any contract or execute any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to special instances; and unless so authorized, no
officer, agent or employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit to render it liable for any purpose or to any
amount.
SECTION 4. Bank Accounts. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation, and in its name, in such banks,
trust companies, or other depositories as the board of directors may select or as may be selected
by any committee, officer or officers, agent or agents of the corporation to whom such powers may
from time to time be delegated by the board of directors; and for the purpose of such deposits the
chairman of the board, the chief executive officer, any vice president, the secretary, the
treasurer, or any other officer or agent or employee of the corporation to whom such power may be
delegated by the board of directors or by a committee thereof, if such authority be delegated to it
by the board of directors, may endorse, assign and deliver checks, drafts and other orders for the
payments of monies which are payable to the order of the corporation.
8
Article VI.
INVESTMENTS
SECTION 1. Investments in the Corporation’s Name. All investments of the corporation
shall be made in the name of Pacific Life Insurance Company or its nominee.
Article VII.
CERTIFICATES AND TRANSFER OF SHARES
SECTION 1. Certificates for Shares. Certificates for shares shall be of such form and
device as the board of directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares for which it is
issued; the par value; a statement of the rights, privileges, preferences and restrictions, if any;
a statement as to redemption or conversion, if any; a statement of liens or restrictions upon
transfer or voting, if any; if the shares be assessable, or, if assessments are collectible by
personal action, a plain statement of such facts.
Every certificate for shares must be signed in the name of the corporation by the chairman,
and the secretary or an assistant secretary or must be authenticated by facsimiles of the
signatures of the chairman and secretary or by a facsimile of the signature of its chairman and the
written signature of its secretary or an assistant secretary.
SECTION 2. Transfer on the Books. Upon surrender to the secretary or transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
SECTION 3. Lost or Destroyed Certificates. Any person claiming a certificate of stock
to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same
in such a manner as the board of directors may require, and shall, if the directors so require,
give the corporation a bond of indemnity, in form, in such amount and with one or more sureties
satisfactory to the board, whereupon a new certificate may be issued of the same tenor and for the
same number of shares as the one alleged to be lost or destroyed.
SECTION 4. Transfer Agents and Registrars. The board of directors may appoint one or
more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated
bank or trust company — either domestic or foreign, who shall be appointed at such times and
places as the requirements of the corporation may necessitate and the board of directors may
designate.
SECTION 5. Closing Stock Transfer Books. The board of directors may close the
transfer books in their discretion for a period not exceeding thirty (30) days preceding any
meeting, annual or special, of the shareholders, or the day appointed for the payment of a
dividend.
9
Article VIII.
CORPORATE RECORDS, REPRESENTATION OF SHARES OF OTHER CORPORATIONS
SECTION 1. Inspection of Bylaws. The corporation shall keep in its main
administrative office for the transaction of business the original or a copy of these bylaws as
amended or otherwise altered to date, certified by the secretary, which shall be open to inspection
by the shareholders at all reasonable times during office hours.
SECTION 2. Inspection of Corporate Records. (a) The accounting books and records and
minutes of proceedings of the shareholders and the board and committees of the board of the
corporation shall be open to inspection upon the written demand on the corporation of any
shareholder at any reasonable time during usual business hours, for a purpose reasonably related to
such shareholder’s interests. [Nebraska Business Corporation Act §21-20,183]
(b) Such inspection may be made in person or by agent or attorney, and the right of inspection
includes the right to copy and make extracts. [Nebraska Business Corporation Act §21-20,183]
(c) Demand of inspection shall be made in writing upon the chief executive officer, secretary
or assistant secretary of the corporation. [Nebraska Business Corporation Act §21-20,183]
SECTION 3. Annual Reports. The making of annual reports to shareholders is hereby
waived.
SECTION 4. Representation of Shares of Other Corporations. The chief executive
officer or any other officer is authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any and all shares or other evidence of ownership of any other
business entities such as corporations, business trusts and partnerships standing in the name of
the corporation. The authority herein granted to said officers to vote or represent on behalf of
the corporation any and all such evidences of ownership held by the corporation may be exercised
either by such officers in person or by any person authorized so to do by proxy or power of
attorney duly executed by said officers.
Article IX.
AMENDMENTS
SECTION 1. Amendment of Bylaws. A bylaw or bylaws may be adopted, amended, or
repealed by the vote of shareholders entitled to exercise a majority of the voting power of the
corporation or by the written assent of such shareholders. Subject to the rights of the
shareholders as provided in this Section 1 of this Article IX, a bylaw or bylaws, other than a
bylaw or amendment thereof changing the authorized number of directors, may be adopted, amended, or
repealed by the board of directors. [Nebraska Business Corporation Act §21-20,125]
10
Article X.
INDEMNIFICATION
SECTION 1. Liability of Directors. The liability of the directors of the corporation
for monetary damages shall be eliminated to the fullest extent permissible under Nebraska law.
[Nebraska Business Corporation §21-20,103]
SECTION 2. Indemnification.. The corporation shall, to the fullest extent
permitted by the provisions of the Business Corporation Act of the State of Nebraska, as the same
may be amended and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said provisions, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a person. [ Nebraska
Insurance Laws §44-325]
