EXHIBIT 1.(6)(b)
BYLAWS OF USAA LIFE INSURANCE COMPANY
USAA LIFE INSURANCE COMPANY
San Antonio, Texas
AMENDED JANUARY 1, 1992
BYLAWS
OF
USAA LIFE INSURANCE COMPANY
A SUBSIDIARY OF UNITED SERVICES
AUTOMOBILE ASSOCIATION (USAA)
AS AMENDED JANUARY 1, 1992
(* DENOTES AMENDED SECTIONS)
Amendments to Bylaws
Original Bylaws Adopted
July 24, 1963
First Amendment
September 22, 1965
Second Amendment
April 27, 1966
Third Amendment
April 26, 1967
Fourth Amendment
February 24, 1971
Fifth Amendment
April 29, 1972
Sixth Amendment
June 20, 1978
Seventh Amendment
April 17, 1980
Eighth Amendment
November 13, 1980
Ninth Amendment
August 16, 1983
Tenth Amendment
November 23, 1988
Eleventh Amendment
January 1, 1992
ARTICLE I
STOCK CERTIFICATES
SECTION 1. All certificates of capital stock shall be signed by the
President or a Vice President, and the Secretary, and shall be sealed with the
corporate seal.
SECTION 2. Transfers of capital stock shall be made only on the books
of the Company; and the old certificates, properly endorsed, shall be
surrendered and cancelled prior to the issuance of a new certificate.
SECTION 3. In the event of loss or destruction of a certificate of
stock, no new certificate shall be issued in lieu thereof except upon
satisfactory proof of such loss or destruction.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 1. The stockholders of this Company shall meet annually at the
Home Office of the Company, on a date on or before April 30 to be fixed each
year by the Board of Directors and the transaction of such other business as
may be brought before the meeting.
SECTION 2. Special meetings of stockholders of this Company may be
called by a majority of the Board of Directors or upon the written request of
stockholders representing a majority of the capital stock of the Company, on a
date and at a place fixed by the Board of Directors.
SECTION 3. Written notice of all meetings of stockholders shall be
delivered either personally or by mail not less than ten days, nor more than
fifty days, in advance thereof to each stockholder at his last address as
shown on the Company's record of stockholders. Such notices shall be mailed or
delivered by the President and they shall state the time, the place, and the
purpose of any special meeting.
*SECTION 4. The President of this Company shall preside at all meetings
of stockholders. In the event of the absence of such officer, a chairman shall
be elected from among those persons present. The Secretary of the Company
shall act as secretary for the meeting of stockholders. In the event of the
absence of such secretary, a secretary may be appointed by the President or by
the Chairman of the meeting.
SECTION 5. At all meetings of stockholders, each stockholder shall be
entitled to cast one vote for each share of stock held in his name, which vote
may be cast either in person or by proxy properly executed. All proxies shall
be in writing and shall be filed with the Secretary forty-eight (48) hours
prior to the hour of the meeting.
SECTION 6. A quorom for the transaction of business at any meeting of
stockholders shall consist of stockholders representing a majority of the
number issued and outstanding shares of the capital stock, either in person or
by proxy; but the stockholders present at any meeting, though less than a
quorum, may adjourn the meeting from time to time.
ARTICLE III
DIRECTORS
*SECTION 1. There shall be not less than seven directors, one of whom
shall be the President of the Company; the number of directors for the ensuing
year to be determined by the stockholders at each annual meeting.
*SECTION 2. The directors, except the President of the Company, shall be
elected at the Annual Stockholders' Meeting from among the members of USAA
resident in the United States, who are also officers of USAA or one of its
subsidiaries. Except as may otherwise be provided in the Bylaws, directors
shall hold office for one year.
SECTION 3. Any director who is absent from four consecutive meetings of
the Board shall automatically cease to hold the office of director.
SECTION 4. Unless a director resigns or is disqualified, he shall hold
office until his successor is elected and qualified.
SECTION 5. Any vacancy on the Board of Directors may be filled by the
stockholders at any special stockholders' meeting or by a majority of the
remaining directors even though a quorum does not remain, and the chosen
directors shall hold office until the next Annual Meeting of the Stockholders.
ARTICLE IV
ORGANIZATION AND MEETINGS OF THE
BOARD OF DIRECTORS
*SECTION 1. The Board of Directors shall elect, from Directors, a
Chairman and a Vice Chairman of the Board, who shall hold such offices until
the meeting of the Board of Directors following the next Annual Meeting of
Stockholders, or until their successors are elected and qualified. The
Chairman shall be the presiding officer of the Board, and may perform all of
the duties usually incident to such an office.
*SECTION 2. There shall be no stated meetings of the Board of Directors
except one immediately after the Annual Meeting of the Stockholders for the
purpose of electing an Executive Committee for the ensuing year, and for the
transaction of such other business as may come before the meeting.
SECTION 3. Special meetings of the directors may be called by the
President, the Chairman of the Board, or by any three directors. The President
or the Secretary shall send advance written notice to each director at least
five days before any special meeting.
SECTION 4. Five directors shall constitute a quorum capable of
transacting any business that may come before the meeting, except as provided
elsewhere in the Bylaws.
ARTICLE V
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
IN ADDITION TO THOSE COVERED ELSEWHERE
IN THESE BYLAWS
SECTION 1. The business management and affairs of the Company shall be under
the direction and control of the Board of Directors, as shall be its several
officers, agents, and employees, and the Board of Directors shall have
authority to authorize contracts, incur liabilities, expend or invest funds,
and such other matters and things connected with the conduct of the Company as
they may determine; subject always, however, to the right of the stockholders
to direct and to control the Board of Directors in the exercise of these
powers, and to review, revise, approve or disapprove its prior acts, as herein
provided.
SECTION 2. The Board of Directors may grant special or general
authority to others, and may likewise withdraw such authority, all upon such
terms and conditions as the Board of Directors may determine.
SECTION 3. The funds of the Company shall be deposited in such banks as
the Board of Directors may determine, to be withdrawn only as may be
determined by the Board of Directors under general or special authority.
ARTICLE VI
OFFICERS
SECTION 1. The officers of the Company shall be a President, who shall
be a director, one or more Vice Presidents, a Secretary, and a Treasurer. Any
two or more offices may be held by the same person, except that the President
and Secretary shall not be the same person. The Board of Directors may appoint
such other officers as they may determine.
SECTION 2. The officers shall perform such duties as are customarily
performed by such officers of similar companies, and such others as may be
imposed upon them by the Board of Directors or stockholders. The President
shall be the managing officer of the Company.
SECTION 3. All officers shall be appointed by the Board of Directors
and shall hold office until their successors are appointed and qualified,
unless sooner removed at any time by a majority vote of the whole Board of
Directors whenever in its judgment the best interests of the Company will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
SECTION 4. The Board of Directors shall require officers, agents and
employees of the Company to be bonded in an amount and with a surety approved
by the Board, the expense of which shall be paid by the Company.
SECTION 5. The powers vested by the Board of Directors in any
committee, officer, agent or employee of the Company may be limited, altered
or revoked by the Board of Directors, through proper action at any meeting.
ARTICLE VII
EXECUTIVE COMMITTEE
SECTION 1. There shall be an Executive Committee to meet the emergency
and routine business demands of the Company with such powers as the Board of
Directors may delegate.
*SECTION 2. The Executive Committee shall consist of not less than three
nor more than five members elected from the Board of Directors by a majority
vote of the whole Board of Directors; except that, one of the members shall be
the President of the Company, who shall also be the Chairman of the Committee.
SECTION 3. The members of the Executive Committee shall be elected at
the meeting of the Board of Directors following the Annual Meeting of
Stockholders. Except as may otherwise be provided in the Bylaws, all members
of the Executive Committee, except the President, shall hold office for one
year.
SECTION 4. Any vacancy on the Executive Committee may be filled by the
Board of Directors as otherwise provided by the Bylaws, and the chosen
Committee member shall serve until the meeting of the Board of Directors
following the next Annual Meeting of Stockholders.
SECTION 5. A majority of the Executive Committee shall constitute a
quorum.
ARTICLE VIII
AMENDMENTS
SECTION 1. These Bylaws may be repealed, altered or amended at any
regular or special meeting of the stockholders, provided notice of such
repeal, alteration or amendment is given in the notice of such meeting.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. The Company shall indemnify any director or officer or
former director or officer of the Company, or any person who, while a director
or officer of the Company, is or was serving at the request of the Company as
a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan
or other enterprise, against judgments, penalties (including excise and
similar taxes), fines, settlements and reasonable expenses, including court
costs and attorneys' fees, actually incurred by such person in connection with
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, any appeal in
such action suit or proceeding, and any inquiry or investigation that could
lead to such an action, suit or proceeding, in which such person was, is, or
is threatened to be named defendant or respondent because of being or having
been such director or officer of because of serving or having served in such
capacity at the request of the Company, in which case indemnification shall be
limited to reasonable expenses actually incurred by the person in connection
with such action, suit or proceedings, if the person (1) conducted himself in
good faith, (2) reasonably believed, in the case of conduct in his official
capacity as director, officer, agent or employee of the Company, that his
conduct was in the Company's best interests, and, in all other cases, that his
conduct was at least not opposed to the Company's best interests, and (3) in
the case of any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. Such person may not be indemnified for obligations
resulting from such action, suit or proceeding in which the person is found
(1) liable on the basis that personal benefit resulted from an action taken in
the person's official capacity, or (2) liable to the Company; provided,
however, that nothing in this Article shall be construed to limit the
protection or the rights afforded any director or officer or former director
or officer or other person entitled to indemnity hereunder under the Company's
articles of incorporation or bylaws (as either may be amended from time to
time) or under any agreement, insurance policy or vote of shareholders, or
otherwise. In this Article, "official capacity" shall, when used with respect
to a director, mean the elective or appointive office in the Company held by
the officer or the employment or agency relationship undertaken by the
employee or agent in behalf of the Company, but in each instance, does not
include service for any other foreign or domestic corporation or any
partnership, joint venture, sole proprietorship, trust, employee benefit plan,
or other enterprise. Indemnification in all cases not provided for in this
Article shall be governed by the Texas Business Corporation Act, as amended
and in effect from time to time.
SECTION 2. Any indemnification or advance or expenses to a director in
accordance with this Article shall be reported in writing to the shareholders
of the Company with or before the notice or waiver of notice of the next
meeting of shareholders, or with or before the next submission to shareholders
of a consent to action without a meeting and, in any case, within the
twelve-month period immediately following the date of the indemnification or
advance.
SECTION 3. The Company may purchase and maintain indemnity insurance
with respect to any obligations hereunder to the full extent permitted by law.
ARTICLE X
SECTION 1. The fiscal year of the Company shall be the calendar year.
ARTICLE XI
SECTION 1. The corporate seal, or any facsimile thereof, shall contain
the following legend:
USAA LIFE INSURANCE COMPANY, TEXAS