UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2013
Prudential Annuities Life Assurance Corporation
(Exact name of registrant as specified in its charter)
| Connecticut | 033-44202 | 06-1241288 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
One Corporate Drive
Shelton, Connecticut 06484
(Address of principal executive offices and zip code)
(203) 926-1888
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 30, 2013, Prudential Annuities Life Assurance Corporation (the “Company”) received approval from the Arizona and Connecticut Departments of Insurance to redomesticate the Company from Connecticut to Arizona effective August 31, 2013. In connection with the redomestication, the Company’s Board of Directors and Prudential Annuities, Inc., the Company’s sole shareholder, approved the Company’s Articles of Domestication and amendments to the Company’s Amended and Restated By-Laws, which both become effective on August 31, 2013.
As a result of the redomestication, the Company is now an Arizona insurance company and its principal insurance regulatory authority is the Arizona Department of Insurance. Additionally, the Company is now domiciled in the same jurisdiction as the primary reinsurer of the Company’s living benefits, Pruco Reinsurance, Ltd. (“Pruco Re”), which is also regulated by the Arizona Department of Insurance. This change enables the Company to claim statutory reserve credit for business ceded to Pruco Re without the need for Pruco Re to collateralize its obligations under the reinsurance agreement.
Copies of the Articles of Domestication and the Amended and Restated By-Laws are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively. | |
| Item |
8.01 Other Events.
The response to Item 5.03 above is hereby incorporated herein by reference. | |
| 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 Articles of Domestication of Prudential Annuities Life Assurance Corporation, effective August 31, 2013.
3.2 Amended and Restated By-Laws of Prudential Annuities Life Assurance Corporation, effective August 31, 2013. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 30, 2013
| Prudential Annuities Life Assurance Corporation | ||
| By: | /s/ Yanela C. Frias | |
| Name: Yanela C. Frias Title: Executive Vice President and Chief Financial Officer | ||
Exhibit Index
| Exhibit |
Description | |
| 3.1 | Articles of Domestication of Prudential Annuities Life Assurance Corporation, effective August 31, 2013. | |
| 3.2 | Amended and Restated By-Laws of Prudential Annuities Life Assurance Corporation, effective August 31, 2013. | |
Exhibit 3.1
ARTICLES OF DOMESTICATION
of
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
The undersigned, pursuant to the provisions of A.R.S. §§ 10-201 et seq., and for the purpose of setting forth its charter as an Arizona stock insurance corporation pursuant to A.R.S. §§ 10-220 et seq., §§ 20-201 et seq., and § 20-705, adopts the following Articles of Domestication, which supersede and take the place of any prior articles of incorporation and any amendments thereto:
ARTICLE I
The name of the Corporation is: Prudential Annuities Life Assurance Corporation.
ARTICLE II
The Corporation was originally incorporated in the State of Connecticut on July 24, 1969 as Hartford Insurance Group Life Insurance Company.
ARTICLE III
The official in charge of corporate filings in the jurisdiction in which the Corporation was previously incorporated will be provided with a copy of the Articles of Domestication filed in the State of Arizona.
ARTICLE IV
The period of the Corporation’s existence is perpetual.
ARTICLE V
The purpose of the Corporation is the transaction of any and all lawful business for which insurance corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time, specifically to engage in the insurance business in the United States and its territories, as an insurer.
ARTICLE VI
The aggregate number of shares which the Corporation shall have authority to issue is 100 shares of voting stock, having a par value of $100.00 per share, and 24,900 of non-voting common stock having a par value of $100 per share, which non-voting common stock shall be identical in all respects to the voting common stock except that the non-voting common stock shall have no voting power or right to notice of any meeting. There shall be no preemptive right to additional shares of stock issued by the Corporation. Each share of capital stock shall be fully paid for before being issued.
The Board of Directors of the Corporation shall have the power, by appropriate resolution, to authorize the issuance and sale, from time to time, of all or any part of the authorized but unissued shares of common stock. The shares of stock of the corporation, when issued, shall be non-assessable, except to the extent required by the Constitution, specifically, but not in limitation thereof, as provided by Article 14, Section 11 of the Constitution of the State of Arizona and the laws of the State of Arizona.
ARTICLE VII
The affairs of the corporation shall be overseen by a Board of Directors consisting of not less than five (5) nor more than fifteen (15) directors as fixed in accordance with the Bylaws, and such officers as the said directors may at any time elect or appoint. The number of directors at the time of the filing of these Articles of Domestication shall be seven (7). No officer or director need be a shareholder of this Corporation.
At each annual meeting of shareholders, to be held at the time and place fixed by the Bylaws, the shareholders shall elect directors in the manner prescribed by the Bylaws to hold office for the term specified in the Bylaws except as hereinafter provided. Each director so elected shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier death or resignation or removal pursuant to the Bylaws.
The names and addresses of the seven (7) persons who are to serve as directors until the next annual meeting of the shareholders or until their resignation, death or until their successors are elected and qualify are:
Yanela del Carmen Frias
213 Washington Street
Newark, NJ 07102
George Michael Gannon
2101 Welsh Road
Dresher, PA 19025
Bernard Joseph Jacob
751 Broad Street
Newark, NJ 07102
Daniel O’Neill Kane
213 Washington Street
Newark, NJ 07102
Richard Francis Lambert
751 Broad Street
Newark, NJ 07102
Robert Francis O’Donnell
1 Corporate Drive
Shelton, CT 06484
Kenneth Yutaka Tanji
751 Broad Street
Newark, NJ 07102
The directors shall have the power to adopt, amend, alter and repeal the Bylaws, to manage the corporate affairs and make all rules and regulations expedient for the management of the affairs of the Corporation, to remove any officers for any cause, and to appoint from their own number an executive committee and other committees and vest said committee with all the powers permitted by the Bylaws.
ARTICLE VIII
To the fullest extent permitted by the Arizona Business Corporation Act (A.R.S. Title 10, chapters 1 through 18) as it now exists and as it may hereafter be amended:
no director shall be personally liable to this Corporation or any of its shareholders for money damages for any action taken or any failure to take any action as a director, except for liability: (i) for the amount of financial benefit received by a director to which the director is not entitled; (ii) for an intentional infliction of harm on the Corporation or the shareholders; (iii) pursuant to a violation of A.R.S. § 10-833 of the Act, as amended; or (iv) for an intentional violation of criminal law; and
the Corporation shall indemnify each director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for any of the exceptions described in (a)(i) through (iv), above.
Any repeal or modification of this Article VIII shall not adversely affect any right or protection of a director of this Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
ARTICLE IX
Subject to the provisions of Article VIII, the private property of the shareholders, directors and officers of the corporation shall be forever exempt from debts and obligations of the Corporation.
ARTICLE X
Subject to the provisions of Article VIII and the further provisions of this Article X hereof, the Corporation shall indemnify any and all of its existing and former directors, officers, employees, and agents against all expenses incurred by them and each of them, including but not limited to legal fees, judgments, penalties, and amounts paid in settlement or compromise, which may arise or be incurred, rendered, or levied in any legal action brought or threatened against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of employment as director, officer, employee, or agent of the Corporation, whether or not any action is or has been filed against them and whether or not any settlement or compromise is approved by a court. Indemnification shall be made by the Corporation whether the legal action brought or threatened is a shareholder derivative action or brought by any other person.
Whenever any existing or former director, officer, employee, or agent shall report to the President of the Corporation or the Chairman of the Board that he or she has incurred or may incur expenses, including but not limited to legal fees, judgments, penalties, and amounts paid in settlement or compromise, in a legal action brought or threatened against him or her for or on account of any action or omission alleged to have been committed by him or her while acting within the scope of his or her employment as a director, officer, employee, or agent of the Corporation, the Board of Directors shall, at its next regular or at a special meeting held within a reasonable time thereafter, determine in good faith whether, in regard to the matter involved in the action or contemplated action such person acted, failed to act or refused to act willfully or with gross negligence or with fraudulent or criminal intent. If the Board of Directors determines in good faith that such person did not act, fail to act, or refuse to act willfully or with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action or contemplated action, indemnification shall be mandatory and shall be automatically extended as specified herein; provided, however, that no such indemnification shall be available with respect to liabilities under the Securities Act of 1933; and provided further, that the Corporation shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been applicable shall unreasonably refuse to permit the Corporation, at its own expense and through counsel of its own choosing, to defend him or her in the action. This section shall apply to any liability of any spouse of any person to whom this section is applicable if the liability of said spouse is based on the conduct of the person covered by this action.
ARTICLE XI
The annual meeting of the shareholders of the Corporation shall be held at the principal office of the Corporation, or at such other place or places as shall be set forth in the notice of meeting on the third Wednesday of May or on such other date and time as the Board of Directors or the President may determine, for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting.
ARTICLE XII
The principal place of business of the Corporation in Arizona shall be care of J. Michael Low, Low & Cohen, PLLC, 2999 North 44th Street, Suite 550, Phoenix, Arizona 85018. The Corporation may have other places of business to transact business and its Board of Directors or shareholders may meet for the transaction of business, at such other place or places within or without the State of Arizona which its Board of Directors may designate.
ARTICLE XIII
J. Michael Low, of Low & Cohen, PLLC, located at 2999 North 44th Street, Suite 550, Phoenix, Arizona 85018, having been a bona fide resident of Arizona for at least three (3) years, is hereby appointed as the statutory agent for the Corporation in the State of Arizona, upon whom notices and processes including service of summons, may be served, and which, when so served shall have the effect of lawful personal service on the Corporation. The Board of Directors may revoke this appointment at any time, and shall fill the vacancy in such position whenever one exists.
ARTICLE XIV
The fiscal year of the Corporation shall be the calendar year.
ARTICLE XV
In no event shall the Corporation incur indebtedness in excess of the amount authorized by law.
ARTICLE XVI
The Bylaws of the Corporation may be repealed. altered amended, or substitute Bylaws may be adopted, by the directors or the shareholders, in accordance with the provisions contained in said Bylaws and to the extent permitted by applicable law.
ARTICLE XVII
The Corporation shall have a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, the State of incorporation, and the words, “Corporate Seal.”
ARTICLE XVIII
These Articles of Domestication have been adopted by the Shareholder of the Corporation on June 28, 2013 and by the Board of Directors of the Corporation on June 27, 2013 in accordance with A.R.S. § 10-221. The transfer of domicile will not have the effect of changing the rights of the shareholders in the manner set forth in A.R.S. § 10-1004.
ARTICLE XIX
Upon transfer of domicile of the Corporation to Arizona, the Corporation accepts and will be subject to the laws of Arizona.
ARTICLE XX
These Articles of Domestication are effective on August 31, 2013, pursuant to A.R.S. §§ 10-123.B. and 20-231.
IN WITNESS WHEREOF, Prudential Annuities Life Assurance Corporation, has caused the foregoing Articles of Domestication to be executed by its Secretary on August, 2013.
| PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION |
| /s/ Lisa V. Chow |
| By: Lisa V. Chow, Assistant Secretary |
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of the corporation shall be held at the principal office of the corporation, or at such other place as shall be set forth in the notice of meeting, on the third Wednesday of May or on such other date as the Board of Directors or the President may determine, for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting.
Section 2. Notice of Annual Meeting. Notice of the time and place of holding such annual meeting shall be given by the Secretary by sending via mail, facsimile or electronic transmission a copy thereof to each shareholder entitled to vote at his address as it appears on the books of the corporation, or by delivering it to him in person, not less than ten days nor more than sixty days before such meeting. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the shareholders entitled to vote at such meeting or any adjournment, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.
Section 3. Special Meetings. Special meetings of the shareholders, to be held at the principal office of the corporation or elsewhere, shall be called by the President, and must be called by him, or in his absence by the Vice President, on receipt of a written request from the holders of a majority of the outstanding stock of the corporation or from a majority of the directors of the corporation.
Section 4. Notice of Special Meetings. Notice of the time, place, and purpose of each special meeting shall be given by the Secretary by sending via mail, facsimile or electronic transmission a copy thereof to each shareholder entitled to vote at his address as it appears on the books of the corporation, or by delivering it to him in person, at least ten days and not more than sixty days prior to the date of such meeting.
Section 5. Waiver of Notice of Meeting. Notice of any meeting of shareholders, annual or special, shall not be required to be given to any shareholder entitled to vote who shall attend such meeting in person or by proxy, or who shall before or after such meeting, either in person or by proxy waive notice of such meeting in writing or by electronic means.
Section 6. Quorum; Adjournments of Meetings. At all meetings of the shareholders, except as otherwise provided by law, the holders of a majority of the outstanding stock of the corporation, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business, unless the representation of a larger number shall be required by law, in which event such number shall constitute a quorum. In the absence of a quorum, a majority in interest of the shareholders so present or represented may adjourn the meeting from time to time until a quorum is obtained. No notice shall be necessary for any such adjourned meeting except the statement at the meeting, which is adjourned. 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. 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 7. Organization. Except where otherwise provided by statute, the President of the corporation, and in his absence the Vice President, shall call meetings of the shareholders and shall act as chairman of such meetings. In the absence of the President and Vice President, a chairman shall be chosen by the shareholders present. The Secretary of the corporation shall act as secretary at all meetings of the shareholders, but in the absence of the Secretary the presiding officer may appoint any person to act as secretary of the meeting.
Section 8. Voting. At each meeting of the shareholders, every shareholder entitled to vote thereat shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribed by such shareholder or his duly authorized attorney, and delivered to the secretary of the meeting, and he shall have one vote for each share of the voting stock outstanding in his name, except that the cumulative system of voting as required by the laws of Arizona shall govern the election of directors. Upon demand of any shareholder, the votes for directors or upon any question before the meeting shall be by ballot.
Section 9. Consents. Whenever the vote of shareholders is required or permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and the vote of shareholders may be dispensed with if all the shareholders who would have been entitled to vote upon the actions, if such meeting were held, shall consent in writing to such corporate actions being taken.
Section 10. Membership. The corporation will not have members except as defined in Article IX, Committees.
ARTICLE II
Board of Director
Section 1. Number, Qualifications, Election, and Term of Office. The number of directors shall be not less than five (5), nor more than fifteen (15). No director need be a holder of capital stock of the corporation. The directors shall be elected annually, and each shall continue in office until the next annual meeting held after his election and until his successor shall have been elected and qualified, except that a director may be removed with or without cause, and his successor elected and qualified, in advance of an annual meeting, at a special meeting of shareholders called for that purpose, by vote of a majority of the outstanding stock of the corporation. A director whose removal is thus proposed shall be given written notice of the meeting not less than seven days prior thereto.
Section 2. Vacancies and Resignation. In case of any vacancy in the Board of Directors through death, resignation, disqualification, increase in number, or other cause, the remaining director or directors, although less than a quorum, by affirmative vote of a majority thereof may elect a successor or successors to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election and qualification of his successor or successors. Any director of the corporation may resign by giving written notice to the President or Secretary, which resignation shall be effective on the date specified in the notice, or, if no date is specified, upon its acceptance by the Board of Directors.
Section 3. Powers and Duties. The Board of Directors shall have general power to manage and control the business and property of the corporation.
Section 4. Place of Meeting. The Board of Directors may hold its meetings at such place or places within or without the State of Arizona as the Board may from time to time determine.
Section 5. Annual Meeting. After each annual meeting of shareholders for the election of directors, the newly elected Board of Directors shall meet for the purpose of organization and the transaction of such other business as may properly come before the meeting. Such an annual meeting shall be held at the place where the annual meeting of shareholders was held at which they were elected or at such other place as the new Board shall determine. Notice of such annual meeting need not be given.
Section 6. Regular Meetings: Notice. Regular meetings of the Board of Directors may be held at such time and place as may be determined by the Board, and thereupon no notice of such regular meetings need be given.
Section 7. Special Meetings: Notice. Special meetings of the Board of Directors shall be held at any time and place upon the call of the President, and must be called by the President on receipt of a written request of any two directors. Notice of the time, place, and purpose of every special meeting of the Board shall be given to each director by the President or Secretary either by mail, facsimile, electronic transmission, personally, telegram or telephone at least two days before the meeting.
Section 8. Waiver of Notice of Meeting. Notice of any special meeting of the Board of Directors need not be given to any director who shall attend such meeting in person or shall participate in such meeting by telephone, or who shall before or after such meeting waive notice in writing, by facsimile or by email.
Section 9. Quorum. At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transactions of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these bylaws. If at any meeting of the Board there shall be less than such quorum, the directors present may adjourn the meeting from time to time until a quorum is obtained. No notice shall be necessary for any such adjourned meeting except the statement at the meeting which is adjourned. The vote of a majority of the directors present at a meeting at which a quorum is present, but in no instance less than two directors, shall constitute the authorization of any proposal presented to the Board at such meeting. Participation of any one or more members of the Board 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, shall constitute presence in person at any such meeting.
Section 10. Organization. Every meeting of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence the President. In the absence of the Chairman and the President, a presiding officer shall be chosen by the directors present. The Secretary of the corporation shall act as secretary of the meeting, but in his absence the presiding officer may appoint any person to act as secretary of the meeting.
Section 11. Consents. Whenever the vote of directors is required or permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and the vote of directors may be dispensed with if all the directors shall consent in writing to such corporate actions being taken.
Section 12. Action Without Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, 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 13. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending such meetings. The amount or rate of such compensation of members of the Board of Directors or of committees shall be established by the Board of Directors and shall be set forth in the minutes of the Board.
Section 14. Distributions. The Board of Directors of the corporation may, from time to time, distribute on a pro rata basis to its shareholders a portion of its assets, in cash or property pursuant to the provisions of A.R.S. § 10-640 as may be amended from time to time.
Section 15. Repurchase of Shares. The Board of Directors of the corporation may from time to time cause the corporation to purchase its own shares to the extent of the unreserved and unrestricted earned and capital surplus of the corporation.
Section 16. Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, he shall, notwithstanding any other provision in these bylaws to the contrary, preside at all meetings of shareholders and the Board of Directors. He shall have such powers and perform such other duties as may be prescribed by the Board of Directors.
ARTICLE III
Officers
Section 1. Number. The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, a Controller and a Chief Actuary and such other officers as may be appointed from time to time by the Board of Directors. One person may hold any two or more offices in the corporation, except that no person may hold the offices of President and Secretary at the same time.
Section 2. Election, Qualification and Term of Office. The officers of the corporation shall be chosen annually at the first meeting of the newly elected Board of Directors held immediately following the annual meeting of shareholders.
Section 3. Other Officers and Agents. The Board of Directors may appoint from time to time such other officers or agents as it shall deem necessary, each of whom shall hold office during the pleasure of the Board and have such authority and perform such duties as the Board of Directors may from time to time determine.
Section 4. Removal and Resignation. Any officer, agent or employee of the corporation may be removed, with or without cause, by the Board of Directors, and may resign by giving written notice to the President or Secretary, which resignation shall be effective on the date specified in the notice, or, if no date is specified, upon its acceptance by the Board of Directors.
Section 5. President: Powers and Duties. The President shall, subject to the control of the Board of Directors, have general charge of the business of the corporation. He shall keep the Board of Directors fully informed, shall freely consult with them concerning the business of the corporation, and shall perform such other duties as may be assigned to him by the Board of Directors. He may sign, in the name of the corporation, all authorized contracts, documents, checks, and bonds, or other obligations.
Section 6. Vice President: Powers and Duties. In the absence of the President, the Vice President (and if there be more than one, then the First Vice President, and in his absence then the Second Vice President, and so on) shall assume and exercise all the powers of the President. The Vice President or Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may prescribe.
Section 7. Secretary: Powers and Duties. The Secretary shall keep the minutes of all meetings in the books proper for that purpose. He shall attend to the giving and serving of all notices of the corporation. He may sign in the name of the corporation all authorized contracts, documents, checks, bonds, or other obligations. He shall have charge of the certificate books, stock books, and such other books and papers as the Board of Directors may direct. He shall make all such corporate records available for inspection as required by law.
Section 8. Assistant Secretary. The Board of Directors may appoint one or more Assistant Secretaries who shall have such powers and perform such duties as may be prescribed by the Board of Directors.
Section 9. Treasurer: Powers and Duties. The Treasurer shall have the custody of all of the funds and securities of the corporation. He shall endorse on behalf of the corporation, for collection, checks, notes, and other obligations, and shall deposit the same to the credit of the corporation in such bank or banks as the Board of Directors may designate. He shall sign all receipts and vouchers for payments made to the corporation. He may sign in the name of the corporation all authorized contract, documents, checks, bonds, and other obligations. He shall keep books of account of the financial business and affairs of the corporation, and shall render a statement of his accounts and records to the Board of Directors or to the shareholders at a meeting thereof whenever so required. He shall exhibit all accounts and records to any director upon reasonable request. He shall make all such records available for inspection as required by law.
Section 10. Assistant Treasurer. The Board of Directors may appoint one or more Assistant Treasurers who shall have such powers and perform such duties as may be prescribed by the Board of Directors.
Section 11. Controller. The Controller shall be responsible for keeping and maintaining the books of account of the Company, subject to the control of the Board of Directors and the President. The Controller shall exercise such powers and perform such other duties as relate to the office of the Controller, and also such powers and duties as may be delegated or assigned to or required of him by these bylaws or by or pursuant to authorization of the Board or the President.
Section 12. Chief Actuary. The Chief Actuary shall be responsible for all actuarial calculations and the preparation of all policy forms to be issued by the Corporation, subject to the control of the Board of Directors and the President. The Chief Actuary shall exercise such powers and perform such other duties as relate to the offices of the Chief Actuary, and also such powers and duties as may be delegated or assigned to or required of him by the bylaws or by or pursuant to the authorization of the Board or the President.
ARTICLE IV
Contracts, Checks, Drafts, Bank Accounts, Etc.
Section 1. Contracts. Any contract or instrument necessary for the business of the corporation may be signed by the President or by any other officers thereunto authorized by the Board of Directors, and attested by the Secretary.
Section 2. Bank Accounts. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents, of the corporation to whom such power may from time to time be delegated by the Board of Directors.
Section 3. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, and all notes and other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, or person or persons, as shall from time to time be authorized so to do by resolution of the Board of Directors.
ARTICLE V
Shares and Their Transfer: Dividends
Section 1. Certificates of Stock. Certificates for the shares of the respective classes of capital stock of the corporation shall be numbered in the order of their issue, and shall be signed by an officer or authorized representative of the corporation.
Section 2. Transfer of Stock. Transfers of the shares of the capital stock of the corporation shall be made on the books of the corporation only by the holder thereof or by his attorney thereunto authorized by a power of attorney duly executed by the shareholder and filed with the Secretary of the corporation, and on surrender of the certificate or certificates for such shares. Every certificate surrendered to the corporation shall be marked “Cancelled”, and no new certificate shall be issued in exchange therefore until the old certificate has been surrendered and cancelled. A person in whose name shares of stock stand on the books of the corporation shall be deemed the sole owner thereof as regards the corporation.
Section 3. Lost, Destroyed and Mutilated Certificates. The holder of any stock of the corporation shall immediately notify the corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificates or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and, if the Board shall so require, upon the delivery to the corporation of a bond in such form and amount and with such surety or sureties as the Board may require.
Section 4. Sale of Shares for Nonpayment of Subscription. If one subscribing to purchase shares of the capital stock of the corporation shall fail to pay the subscription price therefor, or any part of such price, according to the terms of the subscription, or when called by the Board of Directors, the corporation may sell all of the shares held under the delinquent subscription in the manner herein set forth. No shares shall be sold pursuant to this section except after notice published in a newspaper of the county in which the articles of incorporation are filed, at least once a week for four weeks before the sale. The notice shall state the name of each delinquent shareholder, the number of shares for which payment is delinquent, and the time and place of the sale. Similar notice shall be deposited in the post office, postage prepaid, and directed to the delinquent shareholder at his address as it appears on the books of the corporation.
ARTICLE VI
Indemnification
Directors and Officers of the corporation shall be indemnified to the fullest extent permitted by A.R.S. § 10-850, et seq., as the same currently exists or may hereafter be amended. This section shall apply to any liability of any spouse of any person to whom this section is applicable if the liability of said spouse is based on the conduct of the person covered by this action.
ARTICLE VII
Amendments
The shareholders or the Board of Directors may amend or change the bylaws of the corporation at any annual, regular or special meeting when the notice or waiver of notice of the meeting contains the amendments or changes proposed.
ARTICLE VIII
Committees
Section 1. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate an executive committee and one (1) or more other committees, each consisting of one or more directors, to serve at the pleasure of the board. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. A committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:
| (a) | the approval of any action which, under applicable law, also requires shareholders’ approval or approval of the outstanding shares; |
| (b) | the filling of vacancies on the Board of Directors or in any committee; |
| (c) | the fixing of compensation of the directors for serving on the board or any committee; |
| (d) | the amendment or repeal of these bylaws or the adopting of new bylaws; |
| (e) | the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; |
| (f) | the appointment of any other committees of the Board of Directors or the members of such committees. |
The Board of Directors may designate two or more directors to constitute an audit committee. The audit committee shall perform such functions as the bylaws or a resolution of the Board of Directors of the Corporation may provide, except that if the Corporation engages or proposes to engage an independent public accountant to review the preparation of and render reports on the financial statements of the corporation, notwithstanding any provisions of the bylaws or such resolution, the audit committee shall review, evaluate and advise the Board of Directors with respect to (A) the proposed engagement and any succeeding engagement of the accountant or any successor, and (B) the functions performed by the accountant pursuant to the terms of the accountant’s engagement.
The Board of Directors, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by laws.
Section 2. Meetings and Action of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article II of these bylaws, Section 4 (place of meetings), Section 6 (regular meetings and notice), Section 7 (special meetings and notice), Section 8 (waiver of notice of meeting), Section 9 (quorum), and Section 12 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws.
CERTIFICATION OF BYLAWS
I, Lisa Chow, the duly elected and acting Assistant Secretary of Prudential Annuities Life Assurance Corporation, an Arizona corporation, hereby certify that annexed hereto are true, correct, complete and current copies of the duly adopted Bylaws of the Corporation to be effective upon transfer of domicile to Arizona on August 31, 2013.
IN WITNESS WHEREOF, I have executed this Certification this 29th day of August, 2013.
| /s/ Lisa V. Chow |
| By: Lisa V. Chow, Assistant Secretary |