SEC Info - Protective Life Corp - 10-K - For 12/31/98

SEC Info

Home

My Interests

Help

Please Sign In

Protective Life Corp · 10-K · For 12/31/98 · EX-3.(II)

Filed On 3/26/99 · SEC File 1-12332 · Accession Number 355429-99-5

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 3/25/99  Protective Life Corp              10-K       12/31/98    9:123

Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         48    225K 
 2: EX-3.(I)    Articles of Incorporation/Organization or By-Laws      1      5K 
 3: EX-3.(II)   Articles of Incorporation/Organization or By-Laws     13     61K 
 4: EX-13       Annual or Quarterly Report to Security Holders        50    292K 
 5: EX-21       Subsidiaries of the Registrant                         1      6K 
 6: EX-23       Consent of Experts or Counsel                          1      7K 
 7: EX-24       Power of Attorney                                      2±    11K 
 8: EX-27       Financial Data Schedule                                2±     9K 
 9: EX-99       Miscellaneous Exhibit                                  5     30K

EX-3.(II) · Articles of Incorporation/Organization or By-Laws

EX-3.(II) 1st Page of 13 TOC Top Previous Next Bottom Just 1st
 Sponsored Ads...







 1998 RESTATED BY-LAWS
OF
 PROTECTIVE LIFE CORPORATION
 (herein called "the Corporation")

ARTICLE I.

 OFFICES

The  registered  office of the  Corporation  in the State of  Delaware  shall be
located in the City of Wilmington, County of New Castle. The principal office of
the Corporation shall be located in Jefferson County,  Alabama.  The Corporation
may have such other offices,  either within or without the State of Delaware, as
the Board of  Directors  or the  Executive  Committee  may  designate  or as the
business of the Corporation may require from time to time.                      

 ARTICLE II.

STOCKHOLDERS

Section 1.  Annual  Meeting.  The annual  meeting  of the  stockholders  for the
purpose of electing directors, and for the transaction of such other business as
may come  before  the  meeting,  shall be held at such date and time  during the
first five months of the calendar  year as shall be specified by  resolution  of
the Board of Directors.                                                         

Section 2.        Special Meetings.  Special Meetings of the stockholders may be
called in accordance with the provisions of the Certificate of Incorporation of 
the Corporation.                                                                

Section 3. Place of Meetings.  The place of all meetings  shall be the principal
office of the  Corporation  in the State of Alabama  unless  some  other  place,
either within or without the State of Alabama,  is designated by a resolution of
the Board of Directors or other person or persons  entitled to call such meeting
in accordance  with the provisions of the  Certificate of  Incorporation  of the
Corporation.                                                                    

Section 4. Notice of Meetings. Written or printed notice stating the place, date
and hour of the meeting shall be given not less than ten or more than sixty days
before  the date of the  meeting,  either  personally  or by mail,  by or at the
direction  of the  Board  of  Directors,  the  Chief  Executive  Officer  or the
Secretary to each  stockholder  of record  entitled to vote at such meeting.  If
mailed,  such notice  shall be deemed to be given when  deposited  in the United
States mail,  addressed to the  stockholder  at his address as it appears on the
records of the Corporation, with postage thereon prepaid. Nothing hereinabove in
this  Section  shall  affect  the  notice  requirements  of the  Certificate  of
Incorporation.                                                                  

Section 5.        Postponement of Meetings.  Any previously scheduled annual or 
special meeting of                                                              

EX-3.(II) 2nd Page of 13 TOC 1st Previous Next Bottom Just 2nd

the  stockholders  may be postponed by resolution of the Board of Directors upon
public  announcement made on or prior to the date previously  scheduled for such
annual or special meeting.                                                      

Section 6. Business at Annual Meetings.  To be properly brought before an annual
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,  the
Chief Executive Officer or the Secretary  pursuant to Section 4 of this Article,
(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
stockholder  of the  Corporation  who was a stockholder of record at the time of
giving of the notice  provided for in this  Section,  who is entitled to vote on
such matter at the meeting and who complies with the notice procedures set forth
in this Section. For business to be properly brought before an annual meeting by
a  stockholder,  if such business is related to the election of directors of the
Corporation,  the procedures in Section 7 of this Article must be complied with.
If such business  relates to any other matter,  the stockholder  must have given
timely notice thereof in writing to the Secretary. To be timely, a stockholder's
notice must be delivered  or mailed to, and  received  by, the  Secretary at the
principal executive offices of the Corporation not less than sixty days nor more
than ninety days prior to the first  anniversary of the preceding  year's annual
stockholder meeting;  provided,  however, that in the event that the date of the
annual  meeting is  advanced  by more than  thirty  days or delayed by more than
sixty days from such  anniversary  date,  notice by the stockholder to be timely
must be so delivered not earlier than the 90th day prior to such annual  meeting
and not later than the close of  business  on the later of the 60th day prior to
such  annual  meeting  or  the  10th  day  following  the  day on  which  public
announcement  of the date of such  meeting  is first  made.  Such  stockholder's
notice shall set forth in writing (i) as to each matter the stockholder proposes
to bring  before the annual  meeting,  (A) a brief  description  of the business
desired to be brought before the annual meeting,  (B) the reasons for conducting
such  business  at the annual  meeting,  and (C) any  material  interest in such
business of such  stockholder and the beneficial  owner, if any, on whose behalf
the proposal is made; and (ii) as to the  stockholder  giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made, (A) the name and
address of such  stockholder  and such  beneficial  owner as they  appear on the
Corporation's  books,  and (B) the class and number of shares of the Corporation
which  are  owned  beneficially  and of  record  by such  stockholder  and  such
beneficial owner.  Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at any annual meeting except in accordance  with the
procedures  set forth in this  Section.  The  presiding  officer of the  meeting
shall, if the facts warrant,  determine and declare to the meeting that business
was not properly brought before the meeting in accordance with the provisions of
this  Section,  and if he should so  determine,  such  presiding  officer  shall
declare to the meeting that any such  business not properly  brought  before the
meeting shall not be transacted.                                                

For the  purposes  of this  Section  and  Section  7 of  this  Article,  "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News  Service,  Associated  Press or  comparable  national  news service or in a
document  publicly  filed by the  Corporation  with the  Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the  "Exchange  Act").  In addition to the  provisions of this
Section, a stockholder shall also comply with all applicable requirements of the
Exchange  Act and the rules  and  regulations  thereunder  with  respect  to the
matters set forth herein. Nothing in these By-laws shall be deemed to affect any
rights of  stockholders to request  inclusion of proposals in the  Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.                  

EX-3.(II) 3rd Page of 13 TOC 1st Previous Next Bottom Just 3rd

Section 7. Nomination of Directors. Only persons who are nominated in accordance
with the  procedures set forth in this Section shall be eligible for election as
directors of the  Corporation.  Nominations of persons for election to the Board
of  Directors  of  the  Corporation  may  be  made  at  any  annual  meeting  of
stockholders  (a) by or at the  direction  of the Board of Directors or (b) by a
stockholder  of the  Corporation  who was a stockholder of record at the time of
giving of the notice  provided for in this Section,  who is entitled to vote for
the  election  of  directors  at the meeting  and who  complies  with the notice
procedures set forth in this Section. Any such nomination by a stockholder shall
be made pursuant to timely notice thereof given in writing to the Secretary.  To
be timely,  a stockholder's  notice must be delivered or mailed to, and received
by, the Secretary at the principal executive offices of the Corporation not less
than sixty days nor more than ninety days prior to the first  anniversary of the
preceding year's annual  stockholder  meeting;  provided,  however,  that in the
event that the date of the annual  meeting is  advanced by more than thirty days
or delayed by more than sixty  days from such  anniversary  date,  notice by the
stockholder  to be timely must be so  delivered  not  earlier  than the 90th day
prior to such  annual  meeting  and not later than the close of  business on the
later of the 60th day prior to such annual meeting or the 10th day following the
day on which  public  announcement  of the date of such  meeting is first  made.
Notwithstanding  anything in foregoing  sentence to the  contrary,  in the event
that the number of  directors  to be elected  to the Board of  Directors  of the
Corporation is increased and there is no public  announcement  naming all of the
nominees for director or specifying the size of the increased Board of Directors
made by the Corporation at least seventy days prior to the first  anniversary of
the preceding year's annual stockholder meeting, a stockholder's notice required
by this  Section  shall  also be  considered  timely,  but only with  respect to
nominees  for  any new  positions  created  by such  increase,  if it  shall  be
delivered  or mailed  to,  and  received  by,  the  Secretary  at the  principal
executive offices of the Corporation not later than the close of business on the
10th day  following the day on which such public  announcement  is first made by
the Corporation.  Such stockholder's notice shall set forth in writing (i) as to
each person whom the  stockholder  and the  beneficial  owner,  if any, on whose
behalf the nomination is made,  proposes to nominate for election or re-election
as a director (A) the name, age,  business address and residence address of such
person,  (B) the principal  occupation  or  employment  of such person,  (C) the
number of shares of stock of the  Corporation  which are  beneficially  owned by
such  person,  and (D) any other  information  relating  to such  person that is
required to be  disclosed in  connection  with the  solicitation  of proxies for
election  of  directors,  or as  otherwise  required,  in each case  pursuant to
Regulation  14A under the  Exchange Act  (including,  without  limitation,  such
person's written consent to being named in a proxy statement as a nominee and to
serving as a director  if  elected);  and (ii) as to such  stockholder  and such
beneficial  owner, if any, (A) the name and address of such stockholder and such
beneficial  owner as they appear on the  Corporation's  books, and (B) the class
and  number of shares of the  Corporation  which are owned  beneficially  and of
record by such stockholder and such beneficial owner.                           

Nominations of persons for election to the Board of Directors of the Corporation
may be made at a special  meeting of  stockholders  at which directors are to be
elected  pursuant  to  the  Corporation's  notice  of  meeting  (i) by or at the
direction  of the  Board  of  Directors,  the  Chief  Executive  Officer  or the
Secretary or (ii)  provided  that the Board of  Directors  has  determined  that
directors  shall be elected at such special  meeting,  by a  stockholder  of the
Corporation  who was a stockholder of record at the time of giving of the notice
provided  for in this  Section,  who is  entitled  to vote for the  election  of
directors at the meeting and who complies with the notice  procedures  set forth
in this  Section.  In the  event the  Corporation  calls a  special  meeting  of
stockholders for the purpose of electing one or                                 

EX-3.(II) 4th Page of 13 TOC 1st Previous Next Bottom Just 4th

more directors to the Board of Directors,  any such  stockholder  may nominate a
person or  persons  (as the case may be) for  election  to such  position(s)  as
specified in the Corporation's  notice of meeting,  if the stockholder's  notice
shall be delivered or mailed to, and received by, the Secretary at the principal
executive offices of the Corporation not earlier than the 90th day prior to such
special  meeting  and not later than the close of  business  on the later of the
60th day prior to such  special  meeting  or the 10th day  following  the day on
which public  announcement  is first made of the date of the special meeting and
of the  nominees  proposed  by the  Board of  Directors  to be  elected  at such
meeting.                                                                        

At the request of the Board of Directors,  any person  nominated by the Board of
Directors  for  election  as a  director  shall  furnish to the  Secretary  that
information  required to be set forth in a  stockholder's  notice of  nomination
which pertains to the nominee.  Notwithstanding anything in these By-laws to the
contrary,  no  person  shall be  eligible  for  election  as a  director  of the
Corporation unless nominated in accordance with the procedures set forth in this
Section.  The  presiding  officer of the meeting  shall,  if the facts  warrant,
determine and declare to the meeting that a nomination  was not properly made in
accordance  with the provisions of this Section,  and if he should so determine,
such presiding officer shall declare to the meeting that any such nomination not
properly  made shall be  disregarded.  In  addition  to the  provisions  of this
Section, a stockholder shall also comply with all applicable requirements of the
Exchange  Act and the rules  and  regulations  thereunder  with  respect  to the
matters set forth herein.                                                       

Section 8. Fixing of Record Date.  In order that the  Corporation  may determine
the  stockholders   entitled  to  notice  of  or  to  vote  at  any  meeting  of
stockholders,  or any adjournment  thereof or entitled to receive payment of any
dividend  or  other  distribution  or  in  order  to  make  a  determination  of
stockholders  for any other proper  purpose,  the Board of Directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days prior to any other action.  If no record date is fixed the following  shall
apply:                                                                          

(a)      The record date for determining  stockholders  entitled to notice of or
         to vote at a meeting of stockholders  shall be at the close of business
on the day next preceding the day on which notice is given.   

(b)      The record  date for  determining  stockholders  for any other  purpose
         shall be at the  close of  business  on the day on which  the  Board of
Directors adopts the resolution relating thereto.             

A determination  of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.                                                                        

Section 9. Voting  Lists.  The officer who has charge of the stock ledger of the
Corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during                                                  

EX-3.(II) 5th Page of 13 TOC 1st Previous Next Bottom Just 5th

ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place  within the city where the meeting is to be held,  which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held.  The list shall also be produced and kept
at the time and place of the meeting  during the whole time thereof,  and may be
inspected by any stockholder who is present.  The stock ledger shall be the only
evidence as to who are the  stockholders  entitled to examine the stock  ledger,
the list required by this section or the books of the Corporation, or to vote in
person or proxy at any meeting of stockholders.                                 

Section 10.  Quorum.  A majority of the  outstanding  shares of the  Corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding shares
entitled  to vote are  represented  at a meeting,  a  majority  of the shares so
represented may adjourn the meeting from time to time. The stockholders  present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum. When a meeting is adjourned to another time or place, notice need not be
given of the  adjourned  meeting if the time and place  thereof are announced at
the meeting at which the  adjournment  is taken.  At the  adjourned  meeting the
Corporation  may transact any business  which might have been  transacted at the
original  meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the meeting.                                                         

Section 11. Proxies. At all meetings of stockholders,  a stockholder may vote by
proxy executed in writing by the stockholder or by his duly authorized  attorney
in fact. Such proxy shall be filed with the Secretary of the Corporation  before
or at the time of the meeting,  together with such authorization of the attorney
in fact, if any.                                                                

Section 12. Voting of Shares.  Each outstanding  share entitled to vote shall be
entitled  to one vote  upon each  matter  submitted  to a vote at a  meeting  of
stockholders.  Unless  otherwise  prescribed  by  statute,  the  Certificate  of
Incorporation  or these By-laws,  all elections  shall be had, and all questions
decided,  by a majority vote of those shares present or represented by proxy and
entitled to vote. Notwithstanding the foregoing,  matters which require a higher
affirmative  vote are  specified  in the  Certificate  of  Incorporation  of the
Corporation.                                                                    

Section 13. Voting of Shares by Certain Holders.  Shares standing in the name of
another corporation 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.                           

Persons  holding  stock in a  fiduciary  capacity  shall be entitled to vote the
shares so held. A stockholder whose shares are pledged shall be entitled to vote
such  shares  unless  in  the  transfer  by the  pledgor  on  the  books  of the
Corporation the pledgor has expressly  empowered the pledgee to vote thereon, in
which case only the pledgee,  or his proxy,  may represent  such shares and vote
thereon.                                                                        

Treasury shares and shares  belonging to another  corporation,  if a majority of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation is held by this Corporation, shall not be                           

EX-3.(II) 6th Page of 13 TOC 1st Previous Next Bottom Just 6th

voted, directly or indirectly, at any meeting and shall not be counted in       
determining the presence of a quorum.                                           

Section  14.  Voting  on  Certain  Transactions.   A  merger,  consolidation  or
dissolution  of the  Corporation  or  the  sale,  lease  or  exchange  of all or
substantially all of the  Corporation's  assets shall be subject to the approval
of stockholders  of the Corporation by the affirmative  vote of the holders of a
majority of the outstanding shares of the Corporation entitled to vote except as
otherwise required by the Certificate of Incorporation of the Corporation.      

Section 15. Inspectors of Elections.  Preceding any meeting of the stockholders,
the  Chief  Executive  Officer  shall  appoint  one or  more  persons  to act as
Inspectors,  and may designate one or more  alternate  Inspectors to replace any
Inspector  who fails to act. In the event no  Inspector  or alternate is able to
act, the presiding  officer of the meeting shall appoint one or more  Inspectors
to act at the meeting. Each Inspector, before entering upon the discharge of the
duties of the Inspector,  shall take and sign an oath  faithfully to execute the
duties of Inspector with strict impartiality and according to the best of his or
her ability. The Inspectors shall:                                              

(a)      ascertain the number of shares outstanding and the voting power of     
each;                                                         

(b)      determine the shares represented at a meeting and the validity of      
proxies and ballots;                                          

(c)      count all votes and ballots;                                           

(d)      determine  and retain  with the  minutes of the meeting a record of the
         disposition  of  any  challenges  made  to  any  determination  by  the
Inspectors; and                                               

(e)      certify their  determination of the number of shares represented at the
meeting, and their count of all votes and ballots.            

The  Inspectors  may  request  other  persons  or  entities  to  assist  in  the
performance of the duties of the Inspectors.                                    

In determining the validity and counting of proxies and ballots,  the Inspectors
shall be limited to an examination of the proxies,  any envelopes submitted with
those proxies, ballots and the regular books and records of the Corporation. The
Inspectors may consider other reliable  information  for the limited  purpose of
reconciling  proxies and ballots  submitted  by or on behalf of banks,  brokers,
their nominees or similar  persons which represent more votes than the holder of
a proxy  is  authorized  by the  record  owner  to cast or more  votes  than the
stockholder  holds  of  record.  If  the  Inspectors   consider  other  reliable
information for the limited purpose  permitted in this Section,  the Inspectors,
at the time  they  make  their  certification  pursuant  to  clause  (e) of this
Section, shall specify the precise information considered by them, the person or
persons  from whom they  obtained  the  information,  when the  information  was
obtained, the means by which the information was obtained, and the basis for the
Inspectors' belief that such information is accurate and reliable.              

EX-3.(II) 7th Page of 13 TOC 1st Previous Next Bottom Just 7th

Section 16. Opening and Closing of Polls.  The date and time for the opening and
the closing of the polls for each matter upon which  stockholders will vote at a
meeting of  stockholders  shall be  announced  at the  meeting by the  presiding
officer of the meeting.  The Inspectors  shall be prohibited  from accepting any
ballots, proxies or votes, nor any revocations thereof or changes thereto, after
the closing of the polls,  unless the Court of Chancery  upon  application  by a
stockholder shall determine otherwise.                                          

ARTICLE III.

BOARD OF DIRECTORS

Section 1.        General Powers.  The business and affairs of the Corporation  
shall be managed by its Board of Directors.                                     

Section  2.  Number,  Tenure  and  Qualifications.  So long as the  stock of the
Corporation is owned by one stockholder, the number of directors shall be three.
Effective  immediately  when there is more than one  stockholder,  the following
provisions shall be effective:  The number of directors shall be fixed from time
to  time  by a  resolution  of a  majority  of  the  existing  directors  of the
Corporation.  Subject to the  provisions  of the next  paragraph,  the number of
directors so fixed shall be elected at the annual meeting of stockholders of the
Corporation  and each  director  so elected  shall  serve  until the next annual
meeting and until his successor shall be elected and shall qualify. No one shall
be eligible to serve as a director unless he is the owner of Common Stock of the
Corporation  standing  in his name on the  books of the  Corporation.  Vacancies
occurring  in the Board of  Directors  by reason of the  death,  resignation  or
removal of any director may be filled by the  affirmative  vote of a majority of
the remaining  directors though less than a quorum of the Board of Directors.  A
director  elected to fill a vacancy  shall be  elected  to serve  until the next
annual meeting of the stockholders.                                             

Any outside  director  who ceases to hold the same or higher  position  with the
business or professional organization with which such person was associated when
first elected a director  shall  automatically  be deemed to have offered his or
her  resignation as a director of the  Corporation,  and the Board Structure and
Nominating  Committee shall make a recommendation to the Board of Directors with
respect to such  resignation;  and, if the deemed offer to resign is accepted by
the Board of  Directors,  such  resignation  shall be  effective  as of the next
annual  meeting  of  shareholders;  provided,  however,  that  with  respect  to
directors who are directors as of March 3, 1997,  no such  resignation  shall be
deemed to be tendered until January 1, 1998.                                    

In the event of any increase in the number of directors,  the additional offices
so created may be filled by the affirmative  vote of a majority of the directors
in  office  at the time  such  vote is  taken.  Directors  elected  to fill such
additional offices shall serve until the next annual meeting of stockholders and
until their successors shall have been elected and shall qualify.               

An inside director is one who is or has been in the full-time  employment of the
Corporation  or any of its  subsidiaries,  and an outside  director is any other
director.  Any outside director,  and any inside director who is or has been the
Chief Executive Officer of the Corporation, shall be eligible for               

EX-3.(II) 8th Page of 13 TOC 1st Previous Next Bottom Just 8th

reelection  until he has reached his 70th birthday but not thereafter.  No other
inside  director  shall be eligible for  reelection  after his  retirement  from
full-time employment with the Corporation or any of its subsidiaries.           

Section 3. Regular  Meetings.  A regular meeting of the Board of Directors shall
be held without other notice than this By-law immediately after, and at the same
place as, the annual meeting of  stockholders,  for election of officers and the
transaction of such other business as may come before the meeting. Other regular
meetings of the Board of Directors,  of which there shall be at least three each
calendar year, shall be held on dates to be fixed by the Board of Directors, and
at least  two days  written  notice  of the  date,  time and  place of each such
meeting  shall be given to each  director.  At all  regular  and  special  Board
meetings the Chairman of the Board and Chief Executive Officer shall preside and
in his absence, the President shall preside or, in absence of the President, the
Executive Vice President shall preside.                                         

Section 4. Special  Meetings.  Special meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer,  the Executive
Committee or any four members of the Board of  Directors,  and at least two days
written notice of the date, time and place of any such special  meeting,  and of
the business to be  transacted  at, or the purpose of the meeting shall be given
to each director.                                                               

Section 5. Notice.  Notice of any regular or special  meeting  shall be given by
written notice  delivered  personally or mailed to each director at his business
or home  address,  or by facsimile  transmission  or telegram.  If mailed,  such
notice shall be deemed to be delivered  when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company.  Any director may waive notice of any meeting. The attendance
of a director at a meeting shall  constitute a waiver of notice of such meeting,
except where a director  attends a meeting for the express purpose of objecting,
at the beginning of the meeting,  to the transaction of any business because the
meeting  is not  lawfully  called or  convened.  Any one or more  directors  may
participate  in a  meeting  of the  Board  or a  Committee  thereof  by means of
conference telephone or similar  communications  equipment by means of which all
persons   participating  can  hear  each  other  and  such  participation  shall
constitute  presence  and  attendance  at the meeting  for all  purposes of this
Article.                                                                        

Section 6. Quorum. A majority of the whole number of directors  constituting the
Board shall  constitute a quorum for the  transaction of business at any meeting
of the Board of  Directors  (but if less  than such  majority  is  present  at a
meeting,  a majority of the directors  present may adjourn the meeting from time
to time  without  further  notice)  and 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,   except  as  may  be  otherwise  specifically  provided  by  the
Certificate of Incorporation or by these By-laws.  Notwithstanding the foregoing
provisions of this section to the contrary,  in the event of an emergency caused
by an enemy  attack,  at each  meeting of the Board  during such  emergency  the
presence of  one-third of the total  number of  directors,  but in any event not
less than two  directors,  shall  constitute a quorum and be sufficient  for the
transaction of business.                                                        

Section 7.        Compensation.  Directors, by resolution of the Board of       
Directors, may be compensated as directors.  Such compensation may include: a   
fixed salary or retainer; a fixed sum for                                       

EX-3.(II) 9th Page of 13 TOC 1st Previous Next Bottom Just 9th

attendance at each meeting of the Board of Directors; expenses for attendance at
such  meetings;  or any  combination  of the  foregoing.  Members of special and
standing committees of the Board, by resolution of the Board, may be compensated
in like manner.  No  compensation to a director,  as a director,  shall preclude
such director from serving the  Corporation  in any other capacity and receiving
compensation therefor.                                                          

Section  8.  Committees.  The Board of  Directors,  by  resolution  adopted by a
majority of the entire Board, may designate one or more committees, including an
Executive  Committee,  each such committee to consist of three or more directors
of the Corporation.  Any such committee,  to the extent provided in a resolution
of the Board of  Directors,  shall  have and may  exercise  all the  powers  and
authority  of the Board of  Directors  in the  management  of the  business  and
affairs of the Corporation,  and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the  Certificate  of  Incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
Corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-laws of the  Corporation.  Any such  committee,  to the extent  provided in a
resolution  of the Board of  Directors,  shall have the power and  authority  to
declare a dividend  and to authorize  the issuance of stock of the  Corporation.
The Board of Directors may designate one or more directors of the Corporation as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.  Vacancies in such  committees  shall be
filled by the Board of  Directors;  provided,  however,  that in the  absence or
disqualification of a member of a committee,  the members thereof present at any
meeting  and not  disqualified  from  voting,  whether  or not  he,  she or they
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  Except as otherwise  provided in a  resolution  adopted by the Board of
Directors,  a majority of all members of a committee  shall  constitute a quorum
for the transaction of business.                                                

Section 9. Reliance upon Books, Reports and Records. Each director,  each member
of a committee  designated  by the Board of  Directors,  and each officer of the
Corporation  shall, in the performance of his or her duties,  be fully protected
in  relying in good faith  upon the  records  of the  Corporation  and upon such
information, opinions, reports or statements presented to the Corporation by any
of the  Corporation's  officers  or  employees,  or  committees  of the Board of
Directors,  or by any other person as to matters the director,  committee member
or officer  believes  are  within  such other  person's  professional  or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation.                                                                    

 ARTICLE IV.

OFFICERS

Section 1.        Officers Chosen by Board.  Officers of the Corporation shall  
be elected by the Board of Directors at its first meeting after the annual      
meeting of stockholders, and shall consist of a Chairman of the Board, a        
President, one or more Vice Presidents (one or more of whom may be              

EX-3.(II) 10th Page of 13 TOC 1st Previous Next Bottom Just 10th

designated by the Board of Directors as Executive  Vice President or Senior Vice
President),  a Treasurer,  a Secretary,  and may include a Vice  Chairman of the
Board of  Directors  and such  other  officer  as the  Board  of  Directors  may
prescribe.  All such officers  shall be elected for a term of one year and until
their successors are elected and qualified,  but they shall, however, be subject
to  removal by the Board of  Directors  at its  pleasure.  Such  officers  shall
perform  such duties and exercise  such powers as are  conferred by the Board of
Directors or as are conferred  herein.  The Board of Directors may designate one
of such elected officers the Chief Executive Officer of the Corporation,  and in
the absence of such  designation,  the  Chairman of the Board shall be the Chief
Executive Officer. The Board of Directors or the Chief Executive Officer, by and
with the consent  and  approval of the Board of  Directors  or of the  Executive
Committee,  may  appoint  such  other  officers  and  agents  as,  in its or his
discretion,  are  required  for  the  proper  transaction  of the  Corporation's
business. Any two or more offices may be held by the same person.               

The Board of Directors shall be and is hereby authorized to adopt and amend from
time to time Bylaws to be effective  in the event of an  emergency  caused by an
enemy  attack,  dealing  with or making  provisions  during such  emergency  for
continuity  of  management,  succession to the authority and duties of officers,
vacancies in office,  alternative  offices or other matters deemed  necessary or
desirable to enable the Corporation to carry on its business and affairs.       

Section 2. Removal.  The Chief Executive  Officer,  Chairman of the Board,  Vice
Chairman of the Board or President may be removed, with or without cause, at any
time by action of the Board of Directors. Any other officer elected by the Board
of Directors may be removed,  with or without  cause,  at any time, by action of
the Board of Directors or the Executive Committee.  Any other officer,  agent or
employee,  including  any officer,  agent or employee  appointed by the Board of
Directors,  may be removed,  with or without cause,  at any time by the Board of
Directors, the Chief Executive Officer, the Executive Committee, or the superior
executive  officer to whom  authority  to so remove has been  delegated by these
By-laws or by the Chief Executive Officer.                                      

Section 3.  Chairman  and Vice  Chairman  of the Board.  The  Chairman  and Vice
Chairman of the Board of  Directors,  respectively,  shall have and may exercise
authority  to act for the  Corporation  in all  matters to the extent  that such
authority  is  delegated  to such  officer  by the  Board  of  Directors  or the
Executive  Committee,  and in all other matters to the extent  provided by these
Bylaws. So long as the Chairman of the Board is the Chief Executive Officer,  he
shall, subject to the control of the Board of Directors, have general management
and control of the affairs and  business of the  Corporation  and shall keep the
Board of Directors  fully  informed  concerning  the affairs and business of the
Corporation. The Chief Executive Officer shall perform all other duties commonly
incident to his office.  The Board of Directors may by resolution  designate the
officer of the  Corporation  who, in the event of the death,  unavailability  or
incapacity of the Chief Executive Officer, shall perform the duties of the Chief
Executive Officer until the Board of Directors shall designate another person to
perform such duties and absent such  designation,  the chief  operating  officer
shall in such event perform the duties of Chief Executive Officer.              

Section 4.  President.  Subject to the control of the Board of Directors and the
Chief Executive Officer, the President shall have general management and control
of the affairs and  business of the  Corporation,  shall be its chief  operating
officer,  and shall  perform  all other  duties and  exercise  all other  powers
commonly  incident to his office,  or which are or may at any time be authorized
or                                                                              

EX-3.(II) 11th Page of 13 TOC 1st Previous Next Bottom Just 11th

required by law.                                                                

Section 5. Vice  Presidents.  Each Vice President  shall have powers and perform
such duties as shall from time to time be assigned to him by these By-laws or by
the Board of Directors  and shall have and may exercise  such powers as may from
time to time be assigned to him by the Chief Executive Officer.                 

Section 6. Other Authority of Officers.  The Chairman of the Board of Directors,
Vice  Chairman of the Board of Directors  and the President may sign and execute
all  authorized  bonds,  contracts  or  other  obligations  in the  name  of the
Corporation,  and with the  Secretary  or an Assistant  Secretary,  may sign all
certificates  of  shares of the  capital  stock of the  Corporation,  and do and
perform  such other acts and things as may from time to time be assigned to each
of them by the Board of Directors.  The Chief Executive Officer,  the President,
the Treasurer or such other officers as are authorized by the Board of Directors
may enter into  contracts in the name of the  corporation or sell and convey any
real estate or  securities  now or hereafter  belonging to the  Corporation  and
execute any deeds or written  instruments  of transfer  necessary to convey good
title  thereto  and each of the  foregoing  officers,  or the  Secretary  or the
Treasurer  of the  Corporation,  is  authorized  and  empowered  to satisfy  and
discharge  of record any mortgage or deed of trust now or hereafter of record in
which the  Corporation  is a grantee or of which it is the  owner,  and any such
satisfaction  and  discharge  heretofore  or  hereafter  so  entered by any such
officer shall be valid and in all respects binding on the Corporation.          

Section  7.   Secretary.   The  Secretary  shall  attend  all  meetings  of  the
stockholders,  and record all votes and the minutes of all proceedings in a book
to be kept for the purpose,  and shall perform like duties for the Board and its
committees  as  required.  He shall  give,  or cause to be given,  notice of all
meetings of the stockholders and of the Board of Directors.  He shall record all
transfers  of  stock,   and  cancel  and  preserve  all  certificates  of  stock
transferred,  and shall keep a record,  alphabetically  arranged, of all persons
who are stockholders of the  Corporation,  showing their places of residence and
the number of shares of stock held by them  respectively.  The  Secretary  shall
also  be  the  transfer  agent  of  the  Corporation  for  the  transfer  of all
certificates  of stock  ordered by the Board of  Directors,  and shall affix the
seal of the  Corporation  to all  certificates  of stock  or  other  instruments
requiring the seal. He shall keep such other books and perform such other duties
as may be  assigned  to him  from  time to time.  The  Board  of  Directors  may
designate a bank or trust company as transfer agent for the  Corporation  stock,
in which case such  transfer  agent  shall  perform  all duties  above set forth
relative to transfer of such stock.                                             

Section 8.        Treasurer.  The Treasurer shall have custody of all the funds 
and securities of the Corporation, and shall perform such duties as may from    
time to time be assigned to him by the Board of Directors or the Chief Executive
Officer.                                                                      

ARTICLE V.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1.        Certificates for Shares.  The Certificates for shares of the  
capital stock of the Corporation shall be in such form as is prescribed by law  
and approved by the Board of Directors.                                         

EX-3.(II) 12th Page of 13 TOC 1st Previous Next Bottom Just 12th

Section 2. Lost, Stolen, or Destroyed Certificates.  Any person claiming a stock
certificate in lieu of one alleged to have been lost,  stolen or destroyed shall
give the  Corporation  or its agents an  affidavit  as to his  ownership  of the
certificate and of the facts which go to prove that it has been lost,  stolen or
destroyed.  If required by the Secretary,  he also shall give the  Corporation a
bond, in such form as may be approved by the Secretary,  sufficient to indemnify
the  Corporation  against any claim that may be made against it or on account of
the alleged loss,  theft or destruction of the  certificate or the issuance of a
new certificate.                                                                

Section 3. Transfer of Shares.  Shares of the capital  stock of the  Corporation
shall be  transferred  on the books of the  Corporation by the holder thereof in
person or by his  attorney  duly  authorized  in  writing,  upon  surrender  and
cancellation of certificates for the number of shares to be transferred,  except
as provided in the  preceding  section.  Books for the transfer of shares of the
capital stock shall be kept by the Corporation or by one or more transfer agents
appointed by it.                                                                

Section 4. Regulations. The Board of Directors shall have power and authority to
make such rules and  regulations as it may deem expedient  concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.                                                                    

 ARTICLE VI.

 FISCAL YEAR

The fiscal year of the  Corporation  shall begin on the first day of January and
end on the 31st day of December in each year.                                   

ARTICLE VII.

 DIVIDENDS

The Board of Directors  at any regular or special  meeting 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 and the Certificate of
Incorporation.                                                                  

 ARTICLE VIII.

SEAL

The Board of Directors shall provide a corporate seal which shall have inscribed
thereon  the name of the  Corporation  and the  state of  incorporation  and the
words, "Corporate Seal".                                                        

 ARTICLE IX.

MISCELLANEOUS PROVISIONS

EX-3.(II) Last Page of 13 TOC 1st Previous Next Bottom Just 13th

Section  1.  Informal  Action.  Nothing  contained  in these  By-laws  or in the
Certificate of Incorporation of the Corporation  shall be deemed to restrict the
power of the Board of Directors or members of any of its  Committees to take any
action  required  or  permitted  to be taken  by them,  without  a  meeting,  in
accordance with applicable provisions of law.                                   

Section 2. Waivers of Notice.  Whenever notice is required to be given under any
provision of law or of the Certificate of Incorporation  or of these By-laws,  a
written waiver thereof,  signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.         

ARTICLE X.

AMENDMENTS

The By-laws and any  amendments  thereof  may be  altered,  amended,  changed or
repealed,  or new Bylaws may be adopted,  by the Board of  Directors  (a) at any
regular or special  meeting by the  affirmative  vote of all the  members of the
Board,  or (b) at any  regular  or special  meeting of the Board,  the notice of
which shall have stated the  amendment  of the By-laws as one of the purposes of
the meeting and set forth a summary of the proposed amendment or amendments,  by
the affirmative  vote of a majority of all the members of said Board;  but these
By-laws and any amendments  thereof,  including  By-laws adopted by the Board of
Directors, may be altered, amended, changed or repealed and other By-laws may be
enacted by the  stockholders  at any annual  meeting or at any  special  meeting
provided that notice of such proposed alteration,  amendment,  change, repeal or
enactment shall have been given in the notice of the meeting. Provided, however,
that nothing herein contained may be construed to conflict with restrictions set
forth in the Certificate of Incorporation of the Corporation.                   

 * * * * *

EX-3.(II)	1st Page of 13	TOC	Top	Previous	Next	Bottom	Just 1st

EX-3.(II)	2nd Page of 13	TOC	1st	Previous	Next	Bottom	Just 2nd

EX-3.(II)	3rd Page of 13	TOC	1st	Previous	Next	Bottom	Just 3rd

EX-3.(II)	4th Page of 13	TOC	1st	Previous	Next	Bottom	Just 4th

EX-3.(II)	5th Page of 13	TOC	1st	Previous	Next	Bottom	Just 5th

EX-3.(II)	6th Page of 13	TOC	1st	Previous	Next	Bottom	Just 6th

EX-3.(II)	7th Page of 13	TOC	1st	Previous	Next	Bottom	Just 7th

EX-3.(II)	8th Page of 13	TOC	1st	Previous	Next	Bottom	Just 8th

EX-3.(II)	9th Page of 13	TOC	1st	Previous	Next	Bottom	Just 9th

EX-3.(II)	10th Page of 13	TOC	1st	Previous	Next	Bottom	Just 10th

EX-3.(II)	11th Page of 13	TOC	1st	Previous	Next	Bottom	Just 11th

EX-3.(II)	12th Page of 13	TOC	1st	Previous	Next	Bottom	Just 12th

EX-3.(II)	Last Page of 13	TOC	1st	Previous	Next	Bottom	Just 13th

Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K Filing	Date	First	Last	Other Filings

	3/3/97	7
	1/1/98	7
For The Period Ended	12/31/98			10-K/A
Filed As Of	3/25/99			DEF 14A
Filed On	3/26/99

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

			in		Show		and
Help...	Wildcards: ? (any letter), * (many). *Logic:* for Docs: & (and), \| (or); for Text: \| (anywhere), "(&)" (near).

Protective Life Corp · 10-K · For 12/31/98 · EX-3.(II)

Filed On 3/26/99 · SEC File 1-12332 · Accession Number 355429-99-5

Annual Report · Form 10-KFiling Table of Contents

EX-3.(II) · Articles of Incorporation/Organization or By-Laws

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report · Form 10-K
Filing Table of Contents