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EX-6.B
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EXHIBIT 6.B
EXHIBIT (6)(b)
BYLAWS
BYLAWS
OF
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
(FORMERLY AUSA LIFE INSURANCE COMPANY, INC.)
(EFFECTIVE APRIL 1, 2003)
ARTICLE I
LOCATION
Section 1. The principal office of the Corporation shall be in the County
of Westchester and State of New York. The Corporation may, in addition to the
principal office, establish and maintain such other office or offices, within or
without the State of New York, as the Board of Directors may from time to time
designate or the business of the Corporation may require.
ARTICLE II
CORPORATE SEAL
Section 1. The Corporation shall have a seal. The corporate seal shall have
inscribed thereon the name of the Corporation. The corporate seal shall be in
seal form and have inscribed thereon such additional words and symbols as the
Board of Directors may from time to time prescribe. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.
ARTICLE III
MEETING OF SHAREHOLDERS
Section 1. Time and Place. All meetings of the shareholders for the
election of directors and all meetings of shareholders for that or any other
purpose may be held at such place within or without the State of New York, and
at such time as may be designated in the notice of meeting.
Section 2. Annual Meetings. The annual meeting of shareholders shall be
held on the fourth Tuesday in the month of March of each year. [amended 4/1/03]
Section 3. Special Meetings. Except as otherwise provided by statute,
special meetings of shareholders may be called for any purpose or purposes at
any time by the Chairman of the Board of Directors, the President, the Board of
Directors, or by the President and Secretary upon the written request of one or
more shareholders holding a majority in interest of the stock of the Corporation
issued and outstanding and entitled to vote at such meeting. Any such request
shall state the purpose or purposes of the proposed meeting.
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Section 4. Notice of Meetings. Notice of the time and place of holding each
annual and special meeting of the shareholders shall be in writing and signed by
the President or a Vice President or the Secretary or an Assistant Secretary and
a copy thereof shall be served, either personally, or by mail, upon each
shareholder entitled to vote at such a meeting, not less than ten (10) nor more
than fifty (50) days before the meeting, and if mailed, it shall be directed to
such shareholder at such shareholder's address as it appears on the books of the
Corporation unless a written request be given that notices intended for such
shareholder be mailed to some other address, in which case it shall be mailed to
the address designated in such request. The notice of every special meeting,
besides stating the time and place of such meeting, shall state the purpose or
purposes thereof, and no business other than that specified in such notice or
germane thereto shall be transacted at the meeting.
Section 5. Waiver of Notice. Notice of meeting need not be given (1) to any
shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting, or (2) to any shareholder who is in
attendance at any meeting, in person or by proxy, without protesting prior to
the conclusion of the meeting the lack of notice of such meeting.
Section 6. Quorum. At every meeting of the shareholders of the Corporation,
except as otherwise provided by law, the holders of a majority of the issued and
outstanding shares of capital stock of the Corporation, present in person or by
proxy and entitled to vote thereat, shall constitute a quorum for the
transaction of business. In the absence of a quorum, a majority in interest of
the shareholders so present or represented and entitled to vote thereat may
adjourn the meeting from time to time and place to place until a quorum is
obtain, and the meeting may be held as adjourned without further notice. At any
such adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as originally called.
The shareholders present at duly called or held meeting at which a quorum is
present may continue to transact business until a final adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 7. Voting. At all meetings of shareholders every shareholder
entitled to vote thereat shall be entitled to one (1) vote, in person or by
proxy, for each share of stock outstanding in such shareholder's name on the
books of the Corporation on the date for the determination of shareholders
entitled to vote at such meeting. Every proxy must be executed in writing by the
shareholder or by his duly authorized attorney and must be delivered to the
Secretary of the meeting. No proxy shall be valid after the expiration of eleven
months from the date of its execution unless the shareholder executing it shall
have specified therein a longer duration. At all meetings of the shareholders, a
quorum being present, all matters except as otherwise provided by law, or the
Charter of the Corporation, or these Bylaws shall be decided by a majority in
interest of the shareholders of the Corporation present in person or by proxy
and entitled to vote. All elections of directors may, but need not be, held by
ballot.
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Section 8. Organization. Meetings of the shareholders shall be presided
over by the Chairman of the Board of Directors, or, if he is not present, by the
President, and if the President is not present, by a Vice President in the order
determined by the President, or, if none of the foregoing is present, by a
chairman to be chosen by a majority of the shareholders entitled to vote who are
present in person or by proxy at the meeting. The Secretary of the Corporation,
or in his absence an Assistant Secretary, shall act as Secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present, the
meeting shall choose any person present to act as Secretary of the meeting.
Section 9. Consents. Whenever by any provision of law or of the Charter of
this Corporation, the vote of shareholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action, the meeting and
vote of shareholders may be dispensed with, if all the shareholders who would
have been entitled to vote upon the action if such meeting were held, shall
consent in writing to such action being taken. However, this section shall not
be construed to alter or modify any provision of law or of the Charter under
which the written consent of the holders of less than all outstanding shares is
sufficient for corporate action.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Election and Qualification of Directors. Directors shall be
elected at the annual meeting of shareholders by plurality of the votes cast and
shall hold office for one year and until their respective successors shall have
been elected and shall have qualified. All directors shall be at least eighteen
(18) years of age and at least a majority shall be citizens and residents of the
United States and at least three residents of the State of New York, if required
by law or regulations. Directors need not be shareholders.
Section 2. Number of Directors. The number of directors shall not be less
than thirteen (13) nor more than twenty-one (21). Subject to change by action of
the shareholders or by resolution of the Board of Directors, the number of
directors of the Corporation shall be thirteen (13). Any change in the number of
directors made by resolution of the Board of Directors shall require the
affirmative vote of a majority of all directors then in office but no decrease
in the number of directors so made shall shorten the term of any incumbent
director.
Section 3. Composition of the Board. Not less than one-third of the
directors shall be persons who are not officers or employees or officers or
employees of any entity controlling or controlled by, or under common control
with TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY and who are not beneficial
owners of a controlling interest in the voting stock of TRANSAMERICA FINANCIAL
LIFE INSURANCE COMPANY or any such entity, if required by law or regulations. At
least one such person must be included in any quorum for the transaction of
business at any meeting of the Board of Directors, if required by law or
regulations. [amended 4/1/03]
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Section 4. Vacancies. A vacancy or vacancies in the Board resulting from
death, resignation or removal of any director or from the increase in the number
of directors, or for any other cause, may be filled for the remainder of the
term by majority vote of the remaining directors at any regular meeting of the
Board or at any special meeting called for that purpose. A director so elected
shall not take office or exercise the duties thereof until ten (10) days after
written notice of his election shall have been filed in the office of the
Superintendent of Insurance of the State of New York.
Section 5. Duties and Powers. The Board of Directors shall have control and
management of the affairs and property of the Corporation and may adopt such
rules and regulations for the conduct of their meetings and the management of
the Corporation as they deem proper not inconsistent with law or with the
Charter of the Corporation or with these Bylaws.
Section 6. Meetings. Meetings of the Board of Directors shall be held at
such a place within or without the State of New York as may from time to time be
fixed by resolution of the Board of Directors, or as may be specified in the
notice of the meeting. Regular meetings of the Board of Directors shall be held
four (4) times a year as may be fixed by resolution of the Board of Directors.
One such meeting shall be held on the date of the regular annual shareholders
meeting. Special meetings may be held at any time upon the call of the Chairman
of the Board of Directors, the President or any Vice President or the Secretary
or an Assistant Secretary or any two directors by oral, telegraphic or written
notice duly served on or sent or mailed to each director, not less than two (2)
days before such meeting.
A meeting of the Board of Directors may be held without notice immediately
after the annual meeting of shareholders. Notice need not be given of regular
meetings of the Board of Directors. Meetings may be held at any time if all the
directors are present, or if at any time before or after the meeting, those not
present waive notice of the meeting in writing. Any one or more members of the
Board of Directors or any committee thereof may participate in a meeting of such
Board of Directors or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 7. Quorum. A majority of the Board of Directors then in office at a
meeting duly assembled shall be necessary to constitute a quorum for the
transaction of business. Except as otherwise provided by law or by the Charter
of the Corporation, the act of a majority of directors present at such meeting
shall be the act of the Board.
Section 8. Resignations. Any director of the Corporation may resign at any
time by giving written notice to the Board or to the President or to the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.
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Section 9. Removal. Any one or more of the directors may be removed either
with or without cause at any time by a vote of a majority of the shares issued
and outstanding and entitled to vote.
Notwithstanding Section 5 of this Article, not less than one-third of the
directors may call a special meeting for the purpose of removing for cause any
other director and at such special meeting so called, such director may be
removed by the affirmative vote of a majority of the remaining directors present
at such meeting. Immediately following each vote by which a director is removed
the Board of Directors shall declare the office of the removed director to be
vacant.
Section 10. Compensation of Directors. Directors may, by resolution of the
Board of Directors, be allowed a fixed sum for serving as directors and expenses
for attendance at regular or special meetings of the Board of Directors. Members
of special or standing committees, and others who attend pursuant to direction,
may, by vote of the Board of Directors, be allowed a fixed sum and expenses for
attending committee meetings.
Section 11. Chairman of the Board. The Board of Directors shall,
immediately after the organization of the Corporation, and thereafter at their
first meeting following the annual election of directors, elect from among their
number a Chairman of the Board who shall preside at all meetings of the
shareholders and of the Board of Directors. He shall have other powers and
perform such other duties as may be assigned to him by the Board of Directors.
ARTICLE V
COMMITTEES
Section 1. Executive Committee. The Board of Directors may, by resolution
adopted by a majority of the entire Board, designate an Executive Committee from
among its members consisting of five (5) or more directors as it may, in its
discretion, think proper and shall so designate by resolution, subject to
Section 2 and Section 3 of this Article. Subject to Section 3 of this Article,
the Executive Committee shall have and may exercise, when the Board is not in
session, so far as may be permitted by law, all of the rights and powers of the
Board of Directors in the management of the business and affairs of the
Corporation except to the extent such powers of the Board are by resolution of
the Board or by these Bylaws reserved to the Board or to other committees of the
Board, and shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it; but the Executive Committee shall
not have power to fill vacancies in the Board, or to change the membership of,
or to fill vacancies in any committee of the Board, or to make or amend the
Bylaws of the Corporation.
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The Board shall have the power at any time to fill vacancies in, to change
the membership of, to change the number of members of, designate one or all
alternate members of, or to dissolve the Executive Committee. The Executive
Committee may make rules for the conduct of its business and may appoint such
committees and assistants as it shall from time to time deem necessary.
The Committee shall keep a record of its proceedings and shall adopt its
own rules of procedure except that a quorum shall consist of at least three (3)
members, at least one (1) of whom must not be an officer or salaried employee of
the Corporation, its parent or any affiliated corporation, if required by law or
regulations.
Section 2. Composition of Committees. If required by law or regulations,
not less than one third of the members of each committee of the Board of
Directors shall be persons who are not officers or employees of the Corporation
or of any entity, controlling, controlled by, or under common control with the
Corporation and who are not beneficial owners of a controlling interest in the
voting stock of the Corporation or any such entity. At least one (1) such person
must be included in any quorum, if required by law or regulations, for the
transaction of business at any meeting of any committee of the Board of
Directors.
Section 3. Oversight Committee. If required by law or regulation, the Board
of Directors shall establish one (1) or more committees comprised solely of
directors who are not officers or employees of the Corporation or of any entity
controlling, controlled by, or under common control with the Corporation and who
are not beneficial owners of a controlling interest in the voting stock of the
Corporation or any such entity. Such committee or committees shall have
responsibility for recommending the selection of independent certified public
accountants, reviewing the Corporation's financial condition, the scope and
results of the independent audit and any internal audit, nominating candidates
for director for election by shareholders or policyholders, and evaluating the
performance of officers deemed to be principal officers of the Corporation and
recommending to the Board of Directors the selection and compensation of such
principal officers.
Section 4. Investment Committee. The investments of the Corporation shall
be managed and controlled by an Investment Committee. The Investment Committee
shall consist of at least five (5) members who shall be appointed by the Board
of Directors from its own membership at the annual meeting of the Board of
Directors to serve until the next succeeding annual meeting and until their
successors on the Committee have been appointed. The Board shall have the power
subject to Sections 2 and 3 of this Article at any time to fill vacancies in, to
change the membership of, to change the number of members of, to designate one
(1) or more alternate members of, or to dissolve the Investment Committee.
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The Investment Committee, subject to Sections 2 and 3 of this Article,
shall have and may exercise, when the Board is not in session, all the rights
and powers of the Board of Directors to make, supervise, and control the
investments of the Corporation, inclusive of all real and personal property
acquired by virtue of or incidental to any investment, to sell, assign,
exchange, lease or otherwise dispose of such investments and property, and to do
and perform all things deemed necessary and proper in relation to such
investments and property.
The Committee shall keep a record of its proceedings and shall adopt its
own rules of procedure except that a quorum shall consist of at least three (3)
members, at least one (1) of whom may not be an officer or salaried employee of
the Corporation, its parent or any affiliated Corporation, if required by law or
regulations.
Section 5. Other Committees. The Board of Directors may from time to time
by resolution create such other committee or committees of Directors, officers,
employees, or other persons designated by the Board, to advise with the Board,
the Executive Committee and the officers and employees of the Corporation in all
such matters as the Board shall deem advisable, and with such functions and
duties as the Board shall by resolution prescribe subject to Sections 2 and
Section 3 of this Article. A majority of all members of any such committee may
determine its action and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
power to change the members of any such committee at any time, and to discharge
any such committee, either with or without cause at any time.
ARTICLE VI
OFFICERS
Section 1. Officers. The Board of Directors shall, immediately after the
organization of the Corporation, and thereafter at their first meeting following
the annual election of directors, elect from among their number a President, and
shall also elect a Secretary and a Treasurer, who need not be members of the
Board of Directors. The Board may, at any time also elect one (1) or more Vice
Presidents, and such Assistant Treasurers or Assistant Secretaries, or other
officers, as it may deem proper. More than one (1) office may be held by the
same person, except that the offices of President and Secretary may not be held
by the same person.
Section 2. Term. Each officer of the Corporation elected by the Board of
Directors shall hold office until his successor is chosen and qualified, or
until he shall have died or resigned or shall have been removed as hereinafter
provided. A vacancy in any office arising from any cause may be filled by the
Board of Directors.
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Section 3. Duties of the President. The President shall be Chief Executive
Officer of the Corporation. He shall have general and active supervision and
direction over the business offices of the Corporation. Subject to the control
of the Board of Directors whose policies he shall execute. He shall see that all
orders and resolutions of the Board of Directors are carried into effect and
shall, in the absence of the Chairman of the Board, preside at all meetings of
shareholders and of the Board of Directors. Except when inconsistent with the
Corporation's Charter, these Bylaws, or with the orders and resolutions of the
Board of Directors, he shall have the power to employ, fix the duties, and
discharge such employees as he may deem necessary and proper. The President
shall make such reports to the Board of Directors as it may require.
Section 4. Duties of Vice President. Each Vice President shall undertake
such of the duties of the President, or such other duties, as may be delegated
to him from time to time by the President or the Board of Directors.
Section 5. Duties of Secretary. The Secretary shall attend all meetings of
the shareholders, of the Board of Directors, and of the Executive Committee of
the Board, and record their proceedings in a book kept for that purpose. He
shall perform other duties incident to his office and such other duties as may
be delegated to him by the Board of Directors or the President. He shall see
that proper notice is given of all meetings of the shareholders of the
Corporation and the Board of Directors, and he shall have charge of the
Corporate Seal. The minute books, and such other corporate records as are not
otherwise provided for. He shall affix the seal to any instrument requiring the
same. Any Assistant Secretary may perform the duties of the Secretary in his
absence, and such other duties of the Secretary as may be delegated to him by
that officer or by the Board of Directors or the President.
Section 6. Duties of the Treasurer. The Treasurer shall be charged with the
supervision of the keeping of the funds and books of account of the Corporation
and with their safekeeping, shall carry out such duties as are incident to his
office and shall further perform such other duties as may be delegated to him by
the Board of Directors or by the President. Any Assistant Treasurer may perform
the duties of the Treasurer in his absence, and such of the duties of the
Treasurer as may be delegated to him by that officer or by the Board of
Directors or by the President.
Section 7. Removal. Any officer may be removed either with or without cause
at any time by a vote of a majority of the directors.
ARTICLE VII
SHARE CERTIFICATES
Section 1. Form of Certificates. The shares of the Corporation shall be
represented by certificates, in such form as the Board of Directors may from
time to time prescribe, signed by the Chairman of the Board of Directors, the
President or a Vice President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant
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Treasurer, and sealed with the seal of the Corporation. Such seal may be a
facsimile, engraved or printed. Where any such certificate is signed by a
transfer agent or transfer clerk and by a registrar, the signatures of any such
Chairman of the Board of Directors, President, Vice President, Secretary,
Assistant Secretary, Treasurer, or Assistant Treasurer upon such certificates
may be facsimiles, engraved or printed. In case any such officer who has signed
or whose facsimile signature has been placed upon such certificates shall have
ceased to be such before such certificate is issued, it may be issued by the
Corporation with the same effect as if such officer had not ceased to be such at
the date of its issue.
Every certificate representing shares issued by the Corporation shall
plainly state upon the face thereof the number, kind and class of shares which
it represents.
Section 2. Transfers. Transfers of shares shall be made only upon the books
of the Corporation by the registered holders in person or by power of attorney
duly executed and acknowledged and filed with the Secretary of the Corporation,
or with a duly appointed Transfer Agent acting for and on behalf of the
Secretary, and upon the surrender of the certificate or certificates for such
shares.
Section 3. Lost Certificates. If any certificate or shares shall be lost,
the holder thereof shall forthwith notify the Corporation of the facts and the
Board of Directors or the Executive Committee may then authorize a new
certificate to be issued to him. The Board of Directors or the Executive
Committee may in its discretion require, as a condition precedent, deposit of a
bond in such amounts and in such form and with surety or sureties as the Board
or the said Committee may direct.
Section 4. Closing Share Books. The Board of Directors or the Executive
Committee may by resolution prescribe a period not less than ten (10) nor more
than fifty (50) days prior to any meeting of shareholders during which no
transfer of shares on the books of the Corporation may be made; or in lieu of
prohibiting the transfer of shares may fix a day and hour not less than ten (10)
nor more than fifty (50) days prior to the holding of any meeting of
shareholders as the time as of which shareholders entitled to notice of and to
vote at such meeting shall be determined or for the taking of a dividend list.
The share books may also be closed for the payment of dividends for such like
period, if any, as may be prescribed by resolution of the Board of Directors or
the Executive Committee.
Section 5. Transfer Agents and Registrar. The Board of Directors may
appoint one (1) or more transfer clerks or one (1) or more transfer agents and
one (1) or more registrars, and may require all certificates for shares to bear
the signature or signatures of any of them.
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ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. To the extent permitted by law:
(a) The Corporation shall indemnify any person made a party to an action or
proceeding by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that he, his testator or intestate, is or was a
director or officer or employee of the Corporation against the reasonable
expenses, including attorney's fees, actually and necessarily incurred by him in
connection with the defense of such action or proceeding, or in connection with
an appeal therein, except in relation to matters as to which such person is
adjudged to have breached his duty or acted outside the scope of his duties to
the Corporation; and
(b) The Corporation shall indemnify any person made or threatened to be
made a party to an action or proceeding other than one by or in the right of the
Corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, which any director or officer or employee of the
Corporation served in any capacity at the request of the Corporation by reason
of the fact that he, his testator or intestate, was a director or officer or
employee of the Corporation, or served such other corporation in any capacity
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred as a result of such
action or proceedings, or any appeal therein, if such person acted in good
faith, for a purpose which he reasonably believed in the best interest of the
Corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.
(c) The Corporation may purchase insurance in accordance with the
provisions of Section 727 of the New York Business Corporation Law to indemnify
officers and directors in instances where they may not otherwise be indemnified.
ARTICLE IX
CONFLICT OF INTERESTS
No director or officer of the Corporation shall receive, in addition to his
fixed salary or compensation, any money or valuable thing, either directly or
indirectly or through any substantial interest in any other corporation or
business unit, for negotiating, procuring, recommending or aiding in any
purchase or sale of property, or loan, made by the Corporation or any affiliate,
either as principal, co-principal, agent or beneficiary, either directly or
indirectly or through any substantial interest in any other corporation or
business unit, in any such purchase, sale or loan.
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ARTICLE X
DIVIDENDS
Section 1. Dividends. Dividends on the issued and outstanding stock from
the profits made by the Corporation, not including the surplus arising from the
sale of stock, may be declared by the Board of Directors from time to time. The
Board of Directors shall set the date of payment of dividends and the record
date of stock entitled thereto, provided that no dividends shall be issued
within the first two (2) years of the Corporation's existence without the
approval of the Department of Insurance.
ARTICLE XI
MISCELLANEOUS
Section 1. Execution of Contracts and Other Instruments. The President, any
Vice President, the Secretary, and the Treasurer shall each have general
authority to execute contracts, bonds, deeds and powers of attorney in the name
and on behalf of the Corporation. Any contract, bond, deed or power of attorney
may also be executed in the name of and on behalf of the Corporation by such
other officer or such other agents as the Board of Directors may from time to
time direct. The provisions of this Section 1 are supplementary to any other
provision of these Bylaws.
Section 2. Shares of Other Corporations. The President and any Vice
President, is authorized to vote, represent and exercise on behalf of the
Corporation, all rights incident to any and all shares of any other corporation
or corporations standing in the name of the Corporation. The authority herein
granted to said officer to vote or represent on behalf of the Corporation any
and all shares held by the Corporation in any other corporation or corporations
may be exercised whether by said officer in person or by any person authorized
so to do by proxy or power of attorney duly executed by said officer.
Notwithstanding the above, however, the Board of Directors in its discretion,
may designate by resolution the person to vote or represent said shares of other
corporations.
ARTICLE XII
AMENDMENTS
Section 1. Power to Amend. These Bylaws may be altered, repealed, or
amended in whole or in part by the Board of Directors at any regular meeting of
the Board of Directors, or at a special meeting called for that purpose,
provided that notice of the proposed change is incorporated in the notice of
such special meeting. These Bylaws, including those adopted by the Board of
Directors, may also be altered, repealed, or amended in whole or in part by a
majority vote of the shareholders.
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Section 2. Notice to Shareholders. If any Bylaw regulating an impending
election of directors is adopted, amended or repealed by the Board of Directors,
there shall be set forth in the notice of the next meeting of shareholders for
the election of directors the Bylaw so adopted, amended or repealed, together
with a concise statement of the changes made.
Adopted by the Board of Directors September 1, 1995
Amended April 1, 2003
Bylaws-Transamerica Financial Life Insurance Company
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