{"id":38555,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-aetna-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-aetna-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/by-laws-aetna-inc.html","title":{"rendered":"By-Laws &#8211; Aetna Inc."},"content":{"rendered":"<pre>                             AETNA INC.\n                              BY-LAWS\n\n\n                             ARTICLE I\n                      SHAREHOLDERS' MEETINGS\n\nSection 1.  The Annual Meeting of the Shareholders of the Company \nshall be held at such time and place as the Board of Directors may \nprescribe.\n\nSection 2.  At any meeting of the shareholders, only such business \nmay be conducted as shall have been properly brought before the \nmeeting and as shall have been determined to be lawful and \nappropriate for consideration by shareholders at the meeting.  To \nbe properly brought before a meeting, the business must be (a) \nspecified in the notice of meeting, (b) otherwise properly brought \nbefore the meeting by or at the direction of the Board of Directors \nor the Chairman, or (c) otherwise properly brought before the \nmeeting by a shareholder.  For business to be properly brought \nbefore a meeting by a shareholder pursuant to clause (c) above, the \nshareholder must have given written notice of such shareholder's \nintent to present such business, either by personal delivery or by \nUnited States mail, postage prepaid, to the Secretary of the \nCompany not later than 90 days prior to the date such meeting is to \nbe held; provided, however, notice by the shareholder shall be \ntimely in any event if received not later than the close of \nbusiness on the 10th day following the day on which public \ndisclosure of the date of the meeting was made.  Such shareholder's \nnotice shall set forth as to each matter the shareholder proposes \nto bring before the meeting (a) a brief description of the business \ndesired to be brought before the meeting and the reasons for \nconducting such business at the meeting, (b) the name and address, \nas they appear on the Company's books, of such shareholder, (c) the \nclass and number of shares of capital stock of the Company which \nare beneficially owned by such shareholder, and (d) any material \ninterest of such shareholder in such business.  Notwithstanding \nanything in these By-Laws to the contrary, no business shall be \nconducted at a meeting except in accordance with the procedures set \nforth in this Section 2.  The chairman of the meeting shall, if the \nfacts warrant, determine and declare to the meeting that business \nwas not properly brought before the meeting in accordance with the \nprocedures prescribed herein, or that business was not lawful or \nappropriate for consideration by shareholders at the meeting, and \nif the chairman of the meeting should so determine, the chairman of \nthe meeting shall so declare to the meeting and any such business \nnot properly brought before the meeting shall not be transacted at \nthat meeting.\n\nSection 3.  Nomination of persons for election to the Board of \nDirectors of the Company may be made by the Board of Directors or \nby any shareholder of the Company entitled to vote for the election \nof Directors.  Any shareholder entitled to vote for the election of \nDirectors at a meeting may nominate persons for the election of \nDirectors only if written notice of such shareholder's intent to \nmake such nomination is given, either by personal delivery or by \nUnited States mail, postage prepaid, to the Secretary of the \nCompany not later than 90 days prior to the date such meeting is to \nbe held; provided, however, that notice by the shareholder shall be \ntimely in any event if received not later than the close of \nbusiness on the 10th day following the day on which \n\n\n\npublic disclosure of the date of the meeting was made.  Such \nshareholder's notice shall set forth (a) as to each person whom \nthe shareholder proposes to nominate for election or re-election \nas a Director, (i) the name, age, business address and residence \naddress of such person, (ii) the principal occupation or \nemployment of such person, (iii) the class and number of shares of \ncapital stock of the Company which are beneficially owned by such \nperson and (iv) any other information relating to such person that \nis required to be disclosed in solicitations of proxies for \nelection of Directors, or is otherwise required, in each case \npursuant to Regulation 14A under the Securities Exchange Act of \n1934, as amended (including without limitation such person's \nwritten consent to being named in the proxy statement as a nominee \nand to serving as a Director if elected) and (b) as to the \nshareholder giving the notice, (i) the name and address, as they \nappear on the Company's books, of such shareholder and, (ii) the \nclass and number of shares of capital stock of the Company which \nare beneficially owned by such shareholder.  The chairman of the \nmeeting shall, if the facts warrant, determine and declare to the \nmeeting that a nomination was not made in accordance with the \nprocedures herein prescribed and, if the chairman of the meeting \nshould so determine, the chairman shall so declare to the meeting \nand the defective nomination shall be disregarded.\n\nSection 4.  Special meetings of the shareholders may be called by \nthe Board, the Chairman or the President.  Each such meeting shall \nbe held on the date and at the hour specified in the call for the \nmeeting and, unless another place within or without the State of \nConnecticut has been specified in any such call by the Board or \nthe Chairman, at the home office of the Company in the City of \nHartford.\n\nSection 5.  The order of and the rules for conducting business at \nall meetings of the shareholders shall be determined by the \nchairman of the meeting.\n\n\n                             ARTICLE II\n                              DIRECTORS\n\nSection 1.  The Board of Directors shall consist of not less than \nthree and not more than twenty-one Directors, and the number of \ndirectorships at any time within such minimum and maximum range \nshall be the number fixed by vote of the shareholders or Directors \nor, in the absence thereof, shall be the number of Directors \nelected at the preceding Annual Meeting of Shareholders.  If a \nvacancy in the Board of Directors is created by an increase in the \nnumber of directorships, it may be filled for the unexpired term \nby action of the shareholders or by the concurring vote of \nDirectors holding a majority of the directorships, which number of \ndirectorships shall be the number prior to the vote on the \nincrease.  All other vacancies in the Board shall be filled in the \nmanner provided by law.\n\nSection 2.  Regular meetings of the Board shall be held at such \nplace and on such day and hour at such periodic intervals as the \nBoard may from time to time designate.  Notice of such regular \nmeetings need not be given, but the Secretary shall notify each \nDirector by mail of the action of the Board designating or \nchanging the place, period, day, or hour of such regular meetings.\n\n\n\nSection 3.  Special meetings of the Board shall be held at the \ncall of the Chairman, the President or not less than one-third of \nthe Directors then in office.\n\nSection 4.  A quorum shall consist of a majority of the Directors \nat the time in office, but not less than two Directors nor less \nthan one-third of the number of Directors provided for by Article \nII, Section 1.\n\nSection 5.  The Board shall fix the compensation of each Director \nand of each member of a committee appointed by the Board pursuant \nto Article III.\n\n\n                             ARTICLE III\n                       COMMITTEES OF THE BOARD\n\nSection 1.  There shall be an Executive Committee consisting of \nnot less than three Directors, including the Chairman, who shall \nbe designated by the affirmative vote of Directors holding a \nmajority of the directorships, at a meeting at which a quorum is \npresent.  The Committee may advise with and aid the officers of \nthe Company on matters concerning its interests and the management \nof its business, and generally perform such duties and exercise \nsuch powers as may be directed or delegated by the Board from time \nto time.  During the intervals between meetings of the Board, the \nCommittee shall possess and may exercise all of the authority of \nthe Board in the management and direction of the business, \nproperty and affairs of the Company, subject to such limitations \nas the Board may from time to time impose.\n\nSection 2.  From time to time the Board, by the affirmative vote \nof Directors holding a majority of the directorships, at a meeting \nat which a quorum is present, (a) may provide for such other \ncommittees as the Board deems necessary or appropriate to carry \nout such of its functions and responsibilities or to advise it on \nsuch matters as may be specified in such vote; (b) may alter or \namend the functions or responsibilities of any such committee \ntheretofore established; and (c) may designate two or more \nDirectors to constitute any such committee.\n\nSection 3.  The Board, by the affirmative vote of Directors \nholding a majority of the directorships, at a meeting at which a \nquorum is present, may designate any member of a committee as \nchairman of that committee, may appoint any officer of the Company \n(or his designate) as recorder of that committee, and may \ndesignate or provide for the designation of one or more Directors \nas alternate members of that committee who may replace any absent \nor disqualified member at any meeting of that committee upon such \nnotice and in such manner as may be provided in the vote \ndesignating such alternate members.  Each committee shall meet at \nthe call of its chairman, the Chairman, the President, the \nSecretary, or any two members of the committee.  The presence of a \nmajority of the members of a committee shall be necessary to \nconstitute a quorum.  Regular minutes of the proceedings of each \ncommittee shall be kept in a book provided for that purpose, and \nall actions of each committee shall be reported to the Board.  The \nmembers of each committee of the Board shall continue in office \nfor such term as may be provided in the vote designating them as \nmembers (which term shall not exceed their term of office as \nDirectors) and until their successors are duly designated, unless \nsooner discharged.\n\n\n\n                            ARTICLE IV\n                             OFFICERS\n\nSection 1.  There shall be a Chairman elected by the Board of \nDirectors from their own number and a President and a Secretary \nappointed by the Board.  The Board may also appoint one or more \nVice Chairmen, Executive Vice Presidents and Senior Vice \nPresidents.  The Board shall fix, or authorize any officer or \nofficers to fix, the compensation of any such officer.  In \naddition, the Board may appoint, and fix the compensation of, and \nmay authorize any officer or officers to appoint, and to fix the \ncompensation of, such additional officers as the Board or such \nauthorized officer or officers deem necessary for the proper \nconduct of the business of the Company.\n\nSection 2.  The Chairman shall be the chief executive officer of \nthe Company unless the Board vests such position in another \nofficer.  The chief executive officer shall be responsible under \nthe direction of the Board for the general supervision, \nmanagement, and control of the affairs and property of the \nCompany.  The Chairman shall serve as an ex officio member of all \ncommittees appointed by the Board except as may be otherwise \nprovided in these By-Laws or in the vote appointing a committee.  \nThe Chairman shall preside at all meetings of the shareholders, \nthe Board and all committees appointed by the Board of which he is \na member except as may be otherwise provided in the vote \nappointing a committee.  The Chairman, and the chief executive \nofficer if they are not the same person, shall have such other \nauthority and responsibility and perform such other duties as may \nfrom time to time be delegated by the Board.\n\nSection 3.  Officers appointed pursuant to Section 1 of this \nArticle IV shall be subject to the direction of and shall have \nsuch authority and perform such duties as may be assigned from \ntime to time by the Board of Directors or the chief executive \nofficer.\n\n\n                             ARTICLE V\n                           CORPORATE SEAL\n\nSection 1.  The corporate seal of the Company consists of the \ncorporate name 'Aetna Inc.' in a circle, and the words 'Hartford, \nConn.' within the circle.\n\nSection 2.  The corporate seal shall be in the custody of the \nSecretary and shall be affixed by him or, with the approval of the \nChairman, or President, by his delegate to documents required to \nbe executed under the seal of the Company.  Duplicate seals may be \nin the possession of such other officers of the Company, and \naffixed to such documents, as the Board of Directors, or officers \nacting under its authorization, may from time to time determine \nnecessary or desirable.\n\n\n\n\n                             ARTICLE VI\n                        AMENDMENT OF BY-LAWS\n\nThese By-Laws may be rescinded or amended\n\n(a)  by an affirmative vote of the holders of a majority of the \nvoting power of shares entitled to vote thereon at a meeting of \nthe shareholders in the call for which written notice of such \nproposed action shall have been given, or,\n\n(b)  by vote of a majority of the number of Directors provided for \nby Article II, Section 1, at any meeting of the Board upon written \nnotice to each Director of the action proposed to be taken.\n\n\n\n\n\n\n\n\n\nJanuary 1, 1997\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6587],"corporate_contracts_industries":[9440],"corporate_contracts_types":[9539,9544],"class_list":["post-38555","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aetna-inc","corporate_contracts_industries-health__plans","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38555","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38555"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38555"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38555"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38555"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}