AETNA INC.
BY-LAWS
ARTICLE I
SHAREHOLDERS' MEETINGS
Section 1. The Annual Meeting of the Shareholders of the Company
shall be held at such time and place as the Board of Directors may
prescribe.
Section 2. At any meeting of the shareholders, only such business
may be conducted as shall have been properly brought before the
meeting and as shall have been determined to be lawful and
appropriate for consideration by shareholders at the meeting. To
be properly brought before a meeting, the business must be (a)
specified in the notice of meeting, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors
or the Chairman, or (c) otherwise properly brought before the
meeting by a shareholder. For business to be properly brought
before a meeting by a shareholder pursuant to clause (c) above, the
shareholder must have given written notice of such shareholder's
intent to present such business, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the
Company not later than 90 days prior to the date such meeting is to
be held; provided, however, notice by the shareholder shall be
timely in any event if received not later than the close of
business on the 10th day following the day on which public
disclosure of the date of the meeting was made. Such shareholder's
notice shall set forth as to each matter the shareholder proposes
to bring before the meeting (a) a brief description of the business
desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address,
as they appear on the Company's books, of such shareholder, (c) the
class and number of shares of capital stock of the Company which
are beneficially owned by such shareholder, and (d) any material
interest of such shareholder in such business. Notwithstanding
anything in these By-Laws to the contrary, no business shall be
conducted at a meeting except in accordance with the procedures set
forth in this Section 2. The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with the
procedures prescribed herein, or that business was not lawful or
appropriate for consideration by shareholders at the meeting, and
if the chairman of the meeting should so determine, the chairman of
the meeting shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted at
that meeting.
Section 3. Nomination of persons for election to the Board of
Directors of the Company may be made by the Board of Directors or
by any shareholder of the Company entitled to vote for the election
of Directors. Any shareholder entitled to vote for the election of
Directors at a meeting may nominate persons for the election of
Directors only if written notice of such shareholder's intent to
make such nomination is given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the
Company not later than 90 days prior to the date such meeting is to
be held; provided, however, that notice by the shareholder shall be
timely in any event if received not later than the close of
business on the 10th day following the day on which
public disclosure of the date of the meeting was made. Such
shareholder's notice shall set forth (a) as to each person whom
the shareholder proposes to nominate for election or re-election
as a Director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of
capital stock of the Company which are beneficially owned by such
person and (iv) any other information relating to such person that
is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including without limitation such person's
written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected) and (b) as to the
shareholder giving the notice, (i) the name and address, as they
appear on the Company's books, of such shareholder and, (ii) the
class and number of shares of capital stock of the Company which
are beneficially owned by such shareholder. The chairman of the
meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the
procedures herein prescribed and, if the chairman of the meeting
should so determine, the chairman shall so declare to the meeting
and the defective nomination shall be disregarded.
Section 4. Special meetings of the shareholders may be called by
the Board, the Chairman or the President. Each such meeting shall
be held on the date and at the hour specified in the call for the
meeting and, unless another place within or without the State of
Connecticut has been specified in any such call by the Board or
the Chairman, at the home office of the Company in the City of
Hartford.
Section 5. The order of and the rules for conducting business at
all meetings of the shareholders shall be determined by the
chairman of the meeting.
ARTICLE II
DIRECTORS
Section 1. The Board of Directors shall consist of not less than
three and not more than twenty-one Directors, and the number of
directorships at any time within such minimum and maximum range
shall be the number fixed by vote of the shareholders or Directors
or, in the absence thereof, shall be the number of Directors
elected at the preceding Annual Meeting of Shareholders. If a
vacancy in the Board of Directors is created by an increase in the
number of directorships, it may be filled for the unexpired term
by action of the shareholders or by the concurring vote of
Directors holding a majority of the directorships, which number of
directorships shall be the number prior to the vote on the
increase. All other vacancies in the Board shall be filled in the
manner provided by law.
Section 2. Regular meetings of the Board shall be held at such
place and on such day and hour at such periodic intervals as the
Board may from time to time designate. Notice of such regular
meetings need not be given, but the Secretary shall notify each
Director by mail of the action of the Board designating or
changing the place, period, day, or hour of such regular meetings.
Section 3. Special meetings of the Board shall be held at the
call of the Chairman, the President or not less than one-third of
the Directors then in office.
Section 4. A quorum shall consist of a majority of the Directors
at the time in office, but not less than two Directors nor less
than one-third of the number of Directors provided for by Article
II, Section 1.
Section 5. The Board shall fix the compensation of each Director
and of each member of a committee appointed by the Board pursuant
to Article III.
ARTICLE III
COMMITTEES OF THE BOARD
Section 1. There shall be an Executive Committee consisting of
not less than three Directors, including the Chairman, who shall
be designated by the affirmative vote of Directors holding a
majority of the directorships, at a meeting at which a quorum is
present. The Committee may advise with and aid the officers of
the Company on matters concerning its interests and the management
of its business, and generally perform such duties and exercise
such powers as may be directed or delegated by the Board from time
to time. During the intervals between meetings of the Board, the
Committee shall possess and may exercise all of the authority of
the Board in the management and direction of the business,
property and affairs of the Company, subject to such limitations
as the Board may from time to time impose.
Section 2. From time to time the Board, by the affirmative vote
of Directors holding a majority of the directorships, at a meeting
at which a quorum is present, (a) may provide for such other
committees as the Board deems necessary or appropriate to carry
out such of its functions and responsibilities or to advise it on
such matters as may be specified in such vote; (b) may alter or
amend the functions or responsibilities of any such committee
theretofore established; and (c) may designate two or more
Directors to constitute any such committee.
Section 3. The Board, by the affirmative vote of Directors
holding a majority of the directorships, at a meeting at which a
quorum is present, may designate any member of a committee as
chairman of that committee, may appoint any officer of the Company
(or his designate) as recorder of that committee, and may
designate or provide for the designation of one or more Directors
as alternate members of that committee who may replace any absent
or disqualified member at any meeting of that committee upon such
notice and in such manner as may be provided in the vote
designating such alternate members. Each committee shall meet at
the call of its chairman, the Chairman, the President, the
Secretary, or any two members of the committee. The presence of a
majority of the members of a committee shall be necessary to
constitute a quorum. Regular minutes of the proceedings of each
committee shall be kept in a book provided for that purpose, and
all actions of each committee shall be reported to the Board. The
members of each committee of the Board shall continue in office
for such term as may be provided in the vote designating them as
members (which term shall not exceed their term of office as
Directors) and until their successors are duly designated, unless
sooner discharged.
ARTICLE IV
OFFICERS
Section 1. There shall be a Chairman elected by the Board of
Directors from their own number and a President and a Secretary
appointed by the Board. The Board may also appoint one or more
Vice Chairmen, Executive Vice Presidents and Senior Vice
Presidents. The Board shall fix, or authorize any officer or
officers to fix, the compensation of any such officer. In
addition, the Board may appoint, and fix the compensation of, and
may authorize any officer or officers to appoint, and to fix the
compensation of, such additional officers as the Board or such
authorized officer or officers deem necessary for the proper
conduct of the business of the Company.
Section 2. The Chairman shall be the chief executive officer of
the Company unless the Board vests such position in another
officer. The chief executive officer shall be responsible under
the direction of the Board for the general supervision,
management, and control of the affairs and property of the
Company. The Chairman shall serve as an ex officio member of all
committees appointed by the Board except as may be otherwise
provided in these By-Laws or in the vote appointing a committee.
The Chairman shall preside at all meetings of the shareholders,
the Board and all committees appointed by the Board of which he is
a member except as may be otherwise provided in the vote
appointing a committee. The Chairman, and the chief executive
officer if they are not the same person, shall have such other
authority and responsibility and perform such other duties as may
from time to time be delegated by the Board.
Section 3. Officers appointed pursuant to Section 1 of this
Article IV shall be subject to the direction of and shall have
such authority and perform such duties as may be assigned from
time to time by the Board of Directors or the chief executive
officer.
ARTICLE V
CORPORATE SEAL
Section 1. The corporate seal of the Company consists of the
corporate name 'Aetna Inc.' in a circle, and the words 'Hartford,
Conn.' within the circle.
Section 2. The corporate seal shall be in the custody of the
Secretary and shall be affixed by him or, with the approval of the
Chairman, or President, by his delegate to documents required to
be executed under the seal of the Company. Duplicate seals may be
in the possession of such other officers of the Company, and
affixed to such documents, as the Board of Directors, or officers
acting under its authorization, may from time to time determine
necessary or desirable.
ARTICLE VI
AMENDMENT OF BY-LAWS
These By-Laws may be rescinded or amended
(a) by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at a meeting of
the shareholders in the call for which written notice of such
proposed action shall have been given, or,
(b) by vote of a majority of the number of Directors provided for
by Article II, Section 1, at any meeting of the Board upon written
notice to each Director of the action proposed to be taken.
January 1, 1997
By-Laws - Aetna Inc.
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