Exhibit 3.2
Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
Penn Millers Holding Corporation
(a Pennsylvania corporation)
Amended and Restated November 30, 2011
AMENDED AND RESTATED BY-LAWS
OF
PENN MILLERS HOLDING CORPORATION
ARTICLE I.
OFFICES
Section 1. The registered office of Penn Millers Holding Corporation (the Corporation) shall be
in the City of Wilkes-Barre, Commonwealth of Pennsylvania. The Corporation may also have offices
at such other places both within and without the Commonwealth of Pennsylvania.
ARTICLE II.
SHAREHOLDERS
Section 1. Time and Place of Meetings. All meetings of the shareholders for the election
of directors or for any other purpose shall be held at such time and places, either within or
without the Commonwealth of Pennsylvania, as shall be designated by the Board of Directors. In the
absence of any such designation by the Board of Directors, each such meeting shall be held at the
principal office of the Corporation.
Section 2. Annual Meetings. An annual meeting of shareholders shall be held for the
purpose of electing Directors and transacting such other business as may properly be brought before
the meeting. The date of the annual meeting shall be determined by the Board of Directors.
Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by law, may be called by the President and shall be called by
the Secretary at the direction of a majority of the Board of Directors, or at the request in
writing of shareholders owning a majority of the shares of the Corporation issued and outstanding
and entitled to vote.
Section 4. Notice of Meetings. Written notice of each meeting of the shareholders stating
the place, date and time of the meeting shall be given not less than ten nor more than sixty days
before the date of the meeting, to each shareholder entitled to vote at such meeting. The notice
of any special meeting of shareholders shall state the purpose or purposes for which the meeting is
called.
Section 5. Quorum. The holders of a majority of the shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the shareholders for the transaction of business, except as otherwise provided by
law. If a quorum is not present or represented, the holders of the shares present in person or
represented by proxy at the meeting and entitled to vote thereat shall have power, by the
affirmative vote of the holders of a majority of such shares, to adjourn the meeting to another
time and/or place, without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at the 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
shareholder of record entitled to vote at the meeting.
Section 6. Voting. At all meetings of the shareholders, each shareholder shall be
entitled to vote, in person or by proxy, the shares of voting stock owned by such shareholder of
record on the record date for the meeting. When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the shares having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which, by express
provision of law or of the Articles of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Section 7. Informal Action By Shareholders. Any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of the shareholders, may
be taken without a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III.
DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be managed
and controlled by or under the direction of a Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by law or by the
Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the
shareholders.
Section 2. Number, Qualification and Tenure. The Board of Directors shall consist of not
less than one (1) and not more than nine (9) members. Within the limits above specified, the
number of Directors shall be determined from time to time by resolution of the Board of Directors.
The Directors shall be elected at the annual meeting of the shareholders, except as provided in
Section 3 of this Article, and each Director elected shall hold office until his successor is
elected and qualified or until his earlier death, resignation or removal. Directors need not be
shareholders.
Section 3. Vacancies. Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the Directors then in office
though less than a quorum, and each Director so chosen shall hold office until his successor is
elected and qualified or until his earlier death, resignation or removal. If there are no
Directors in office, then an election of Directors may be held in the manner provided by law.
Section 4. Place of Meetings. The Board of Directors may hold meetings, both regular and
special, either within or without the Commonwealth of Pennsylvania.
Section 5. Regular Meetings. The Board of Directors shall hold a regular meeting, to be
known as the annual meeting, immediately following each annual meeting of the shareholders. Other
regular meetings of the Board of Directors shall be held at such time and at such place as shall
from time to time be determined by the Board. No notice of regular meetings need be given.
Section 6. Special Meetings. Special meetings of the Board may be called by the
President. Special meetings shall be called by the Secretary on the written request of any
Director. No notice of special meetings need be given.
Section 7. Quorum. At all meetings of the Board a majority of the total number of
Directors shall constitute a quorum for the transaction of business 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 law. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 8. Organization. The Chairman of the Board, if elected, shall act as chairman at
all meetings of the Board of Directors. If a Chairman of the Board is not elected or, if elected,
is not present, the President (if a member of the Board) or, in the absence of the President or, if
the President is not a member of the Board, a Vice Chairman (who is also a member of the Board and,
if more than one, in the order designated by the Board of Directors or, in the absence of such
designation, in the order of their election), if any, or if no such Vice Chairman is present, a
Director chosen by a majority of the Directors present, shall act as chairman at meetings of the
Board of Directors.
Section 9. Executive Committee. The Board of Directors, by resolution adopted by a
majority of the whole Board, may designate one or more Directors to constitute an Executive
Committee, to serve as such, unless the resolution designating the Executive Committee is sooner
amended or rescinded by the Board of Directors, until the next annual meeting of the Board or until
their respective successors are designated. The Board of Directors, by resolution adopted by a
majority of the whole Board, may also designate additional Directors as alternate members of the
Executive Committee to serve as members of the Executive Committee in the place and stead of any
regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to
act as a member of the Executive Committee. In the absence or disqualification of a member and all
alternate members who may serve in the place and stead of such member, the member or members
thereof present at any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another Director to act at the meeting in the
place of any such absent or disqualified member.
Except as expressly limited by the Pennsylvania Business Corporation Law of 1988, as amended
(hereinafter PABCL), or the Articles of Incorporation, the Executive Committee 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 between the meetings of the Board of Directors. The Executive
Committee shall keep a record of its acts and proceedings, which shall form a part of the records
of the Corporation in the custody of the Secretary, and all actions of the Executive Committee
shall be reported to the Board of Directors at the next meeting of the Board.
Meetings of the Executive Committee may be called at any time by the Chairman of the Board,
the President or any two of its members. No notice of meetings need be given. A majority of the
members of the Executive Committee shall constitute a quorum for the transaction of business and,
except as expressly limited by this section, the act of a majority of the members present at any
meeting at which there is a quorum shall be the act of the Executive Committee. Except as
expressly provided in this section, the Executive Committee shall fix its own rules of procedure.
Section 10. Other Committees. The Board of Directors, by resolution adopted by a majority
of the whole Board, may designate one or more other committees, each such committee to consist of
one or more Directors. Except as expressly limited by the PABCL or the Articles of Incorporation,
any such committee shall have and may exercise such powers as the Board of Directors may determine
and specify in the resolution designating such committee. The Board of Directors, by resolution
adopted by a majority of the whole Board, also may designate one or more additional Directors as
alternate members of any such committee to replace any absent or disqualified member at any meeting
of the committee, and at any time may change the membership of any committee or amend or rescind
the resolution designating the committee. In the absence or disqualification of a member or
alternate member of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any such absent or
disqualified member, provided that the Director so appointed meets any qualifications stated in the
resolution designating the committee. Each committee shall keep a record of proceedings and report
the same to the Board of Directors to such extent and in such form as the Board of Directors may
require. Unless otherwise provided in the resolution designating a committee, a majority
of all of the members of any such committee may select its Chairman, fix its rules or procedure,
fix the time and place of its meetings and specify what notice of meetings, if any, shall be given.
Section 11. Action without Meeting. Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting, if all members of
the Board or committee, as the case may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board or committee.
Section 12. Attendance by Telephone. Members of the Board of Directors, or of any
committee designated by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 13. Compensation. The Board of Directors shall have the authority to fix the
compensation of Directors, which may include their expenses, if any, of attendance at each meeting
of the Board of Directors. No member of a committee of the Board of Directors shall receive any
separate compensation for serving on, or attendance at, such committee or meetings thereof.
ARTICLE IV.
OFFICERS
Section 1. Enumeration. The officers of the Corporation shall be chosen by the Board of
Directors and may be a President, a Vice President, a Treasurer, a Secretary and an Assistant
Secretary. The Board of Directors may also elect one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers and such other officers and agents as it shall deem
appropriate. Any number of offices may be held by the same person.
Section 2. Term of Office. The officers of the Corporation shall be elected at the annual
meeting of the Board of Directors and shall hold office until their successors are elected and
qualified. Any officer elected or appointed by the Board of Directors may be removed at any time
by the Board of Directors. Any vacancy occurring in any office of the Corporation may be filled by
the Board of Directors.
Section 3. President. The President shall be the Chief Executive Officer and shall have
such functions, authority and duties as may be prescribed by the Board of Directors.
Section 4. Vice President. The Vice President shall act under the direction of the
President and in the absence or disability of the President shall perform the duties and exercise
the powers of the President. The Vice President shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time prescribe. The Board
of Directors may designate one or more Vice Presidents or may otherwise specify the order of
seniority of the Vice Presidents, and, in that event, the duties and power of the President shall
descend to the Vice Presidents in the specified order of seniority.
Section 5. Secretary. The Secretary shall keep a record of all proceedings of the
shareholders of the Corporation and of the Board of Directors, and shall perform like duties for
the standing committees when required. The Secretary shall give, or cause to be given, notice, if
any, of all meetings of the shareholders and shall perform such other duties as may be prescribed
by the Board of Directors or the President. The Secretary shall have custody of the corporate seal
of the Corporation and the Secretary, or in the absence of the Secretary any Assistant Secretary, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by the signature of the
Secretary or an Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest such affixing of the seal.
Section 6. Assistant Secretary. The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such
determination, then in the order of their election), shall, in the absence of the Secretary or in
the event of the Secretarys inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may from time to time be prescribed
by the Board of Directors, the President or the Secretary.
Section 7. Treasurer. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings or when the Board of Directors so
requires, an account of all transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall perform such other duties as may from time to time be prescribed
by the Board of Directors, the President or the Vice President.
Section 8. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall, in the absence of the Treasurer or
in the event of the Treasurers inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other powers as may from
time to time be prescribed by the Board of Directors, the President or the Treasurer.
Section 9. Other Officers. Any officer who is elected or appointed from time to time by
the Board of Directors and whose duties are not specified in these By-Laws shall perform such
duties and have such powers as may be prescribed from time to time by the Board of Directors or the
President.
ARTICLE V.
CERTIFICATES OF STOCK
Section 1. Form. The shares of the Corporation shall be represented by certificates;
provided, however, that the Board of Directors may provide by resolution or resolutions that some
or all of any or all classes or series of the Corporations shares shall be uncertificated.
Certificates for shares of the Corporation, if any, shall be signed by or in the name of the
Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Corporation. Where a certificate is countersigned
by a transfer agent, other than the Corporation or an employee of the Corporation, or by a
registrar, the signatures of the President or a Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, the certificate may be issued by the Corporation with the same effect as if
such officer, transfer agent or registrar were such officer, transfer agent or registrar at the
date of its issue.
Section 2. Transfer. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a
new certificate of stock or uncertificated shares in place of any certificate therefor issued by
the Corporation to the person entitled thereto, cancel the old certificate and record the
transaction on its books.
Section 3. Replacement. In case of the loss, destruction or theft of a certificate for
any share of stock of the Corporation, a new certificate of stock or uncertificated shares in place
of any certificate therefor issued by the Corporation may be issued upon satisfactory proof of such
loss, destruction or theft and upon such terms as the Board of Directors may prescribe. The Board
of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate,
or his legal representative, to give the Corporation a bond, in such sum and in such form and with
such surety or sureties as it may direct, to indemnify the Corporation against any claim that may
be made against it with respect to a certificate alleged to have been lost, destroyed or stolen.
ARTICLE VI.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subject to the conditions set forth below, the Corporation shall indemnify, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended, any person who is
or was a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director, officer or employee of the Corporation against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding. Such
indemnification shall be made only as properly authorized in the specific case upon a determination
that such indemnification is permissible and proper in the circumstances, as provided by applicable
law. Such indemnification shall include payment for reasonable expenses incurred in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall be ultimately determined that such person is not
entitled to be indemnified by the Corporation pursuant to this paragraph and upon such other terms
and conditions as may be deemed to be appropriate by or on behalf of the Corporation. Also, the
rights granted by this paragraph shall not apply in connection with any action, suit or proceeding
initiated or instigated directly or indirectly, in whole or in part, by or on behalf of such
person, unless the action, suit or proceeding was authorized by the Board of Directors of the
Corporation. The right conferred on any person under this section shall not be exclusive of any
other rights which such person may have or hereafter acquire under any statute, provision of the
Corporations Articles of Incorporation, these By-laws, agreement, vote of shareholders or
disinterested directors or otherwise; shall inure to the benefit of the heirs, executors,
administrators and other legal representatives of such person; and shall continue as to such person
even if he or she has ceased to be a director, officer or employee of the Corporation. Any repeal
or modification of the provisions of this section shall not adversely affect any right or
protection hereunder of any person to whom rights have been conferred under this section in respect
of any act or omission occurring prior to the time of such repeal or modification. Notwithstanding
the foregoing, each person who was an officer or director of the Corporation or any of its
subsidiaries on or before November 29, 2011 shall be entitled to limitation of liabilities of
directors and officers, indemnification, and advancement of expenses no less favorable than that to
which he or she would have been entitled under the articles of incorporation and the by-laws of the
Corporation in effect as of September 7, 2011.
ARTICLE VII.
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.
Section 2. Corporate Seal. The corporate seal shall be in such form as may be approved
from time to time by the Board of Directors. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.
Section 3. Waiver of Notice. Whenever any notice is required to be given under law or the
provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent to notice.
ARTICLE VIII.
AMENDMENTS
These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the Board of
Directors. The fact that the power to amend, alter, repeal or adopt the By-Laws has been conferred
upon the Board of Directors shall not divest the shareholders of the same powers.