{"id":41525,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-h-amp-r-block-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-h-amp-r-block-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-h-amp-r-block-inc.html","title":{"rendered":"Bylaws &#8211; H&#038;R Block Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n                                     BYLAWS\n                                       OF\n                                H &amp; R BLOCK, INC.\n\n                      (As amended through August 30, 1999)\n\n                                     OFFICES\n\n          1. OFFICES. The corporation shall maintain a registered office in the\nState of Missouri, and shall have a resident agent in charge thereof. The\nlocation of the registered office and name of the resident agent shall be\ndesignated in the Articles of Incorporation, or by resolution of the board of\ndirectors, on file in the appropriate offices of the State of Missouri. The\ncorporation may maintain offices at such other places within or without the\nState of Missouri as the board of directors shall designate.\n\n\n                                      SEAL\n\n          2. SEAL. The corporation shall have a corporate seal inscribed with\nthe name of the corporation and the words 'Corporate Seal - Missouri'. The form\nof the seal may be altered at pleasure and shall be used by causing it or a\nfacsimile thereof to be impressed, affixed, reproduced or otherwise used.\n\n\n                             SHAREHOLDERS' MEETINGS\n\n          3. PLACE OF MEETINGS. All meetings of the shareholders shall be held\nat the principal office of the corporation in Missouri, except such meetings as\nthe board of directors (to the extent permissible by law) expressly determines\nshall be held elsewhere, in which case such meetings may be held at such other\nplace or places, within or without the State of Missouri, as the board of\ndirectors shall have determined.\n\n          4. ANNUAL MEETING. (a) DATE AND TIME. The annual meeting of\nshareholders shall be held on the first Wednesday in September of each year, if\nnot a legal holiday, and if a legal holiday, then on the first business day\nfollowing, at 9:00 a.m., or on such other date as the board of directors may\nspecify, when directors shall be elected and such other business transacted as\nmay be properly brought before the meeting.\n\n         (b) Business Conducted. At an annual meeting of shareholders, only such\nbusiness shall be conducted as shall have been properly brought before the\nmeeting. To be properly brought before an annual meeting, business must be\nspecified in the notice of meeting (or any supplement thereto) given by or at\nthe direction of the board, otherwise properly brought before the meeting by or\nat the direction of the board, or otherwise properly brought before the meeting\nby a shareholder. In addition to any other applicable requirements, for business\nto be properly brought before an annual meeting by a shareholder, the\nshareholder must have given timely notice thereof in writing to the secretary.\nTo be timely, such notice must be delivered to \n\n\n\n\nor mailed and received at the principal executive offices of the corporation at\nleast 45 days before the date in the year of the annual meeting corresponding to\nthe date on which the corporation first mailed its proxy materials for the prior\nyear's annual meeting of shareholders. A shareholder's notice to the secretary\nshall set forth as to each matter the shareholder proposes to bring before the\nannual meeting (i) a brief description of the business desired to be brought\nbefore the annual meeting and the reasons for conducting such business at the\nannual meeting, (ii) the name and record address of the shareholder proposing\nsuch business, (iii) the class and number of shares of the corporation that are\nbeneficially owned by the shareholder, and (iv) any material interest of the\nshareholder in such business.\n\n         Notwithstanding anything in the bylaws to the contrary, no business\nshall be conducted at the annual meeting except in accordance with the\nprocedures set forth in this section 4(b); provided, however, that nothing in\nthis section 4(b) shall be deemed to preclude discussion by any shareholder of\nany business properly brought before the annual meeting in accordance with said\nprocedure.\n\n         The chairman of an annual meeting shall, if the facts warrant,\ndetermine and declare to the meeting that business was not properly brought\nbefore the meeting in accordance with the provisions of this section 4(b), and\nif he should so determine, he shall so declare to the meeting and any such\nbusiness not properly brought before the meeting shall not be transacted.\n\n          5. SPECIAL MEETINGS. Special meetings of the shareholders may be\ncalled at any time by the chairman of the board, by the chief executive officer\nor by the president, or at any time upon the written request of a majority of\nthe board of directors, or upon the written request of the holders of not less\nthan 80% of the stock of the corporation entitled to vote in an election of\ndirectors. Each call for a special meeting of the shareholders shall state the\ntime, the day, the place and the purpose or purposes of such meeting and shall\nbe in writing, signed by the persons making the same and delivered to the\nsecretary. No business shall be transacted at a special meeting other than such\nas is included in the purposes stated in the call.\n\n          6. CONDUCT OF ANNUAL AND SPECIAL MEETINGS. The chairman of the board,\nor in his absence the chief executive officer or the president, shall preside as\nthe chairman of the meeting at all meetings of the shareholders. The chairman of\nthe meeting shall be vested with the power and authority to (i) maintain control\nof and conduct an orderly meeting; (ii) exclude any shareholder from the meeting\nfor failing or refusing to comply with any of the procedural standards or rules\nor conduct or any reasonable request of the chairman; and (iii) appoint\ninspectors of elections, prescribing their duties, and administer any oath that\nmay be required under Missouri law.\n\n          7. NOTICES. Written or printed notice of each meeting of the\nshareholders, whether annual or special, stating the place, date and time\nthereof and in case of a special meeting, the purpose or purposes thereof shall\nbe delivered or mailed to each shareholder entitled to vote thereat, not less\nthan ten nor more than fifty days prior to the meeting, unless, as to a\nparticular matter, other or further notice is required by law, in which case\nsuch other or further notice shall be given. Any notice of a shareholders'\nmeeting sent by mail shall be deemed to be delivered when deposited in the\nUnited States mail with postage prepaid \n\n                                       2\n\n\nthereon, addressed to the shareholder at his address as it appears on the books\nof the corporation.\n\n          8. WAIVER OF NOTICE. Whenever any notice is required to be given under\nthe provisions of these bylaws, the Articles of Incorporation of the\ncorporation, or of any law, a waiver thereof, if not expressly prohibited by\nlaw, in writing signed by the person or persons entitled to such notice, shall\nbe deemed the equivalent to the giving of such notice.\n\n          9. QUORUM. Except as otherwise may be provided by law, by the Articles\nof Incorporation of the corporation or by these bylaws, the holders of a\nmajority of the shares issued and outstanding and entitled to vote thereat,\npresent in person or by proxy, shall be required for and shall constitute a\nquorum at all meetings of the shareholders for the transaction of business.\nEvery decision of a majority in amount of shares of such quorum shall be valid\nas a corporate act, except in those specific instances in which a larger vote is\nrequired by law or by the Articles of Incorporation. If a quorum be not present\nat any meeting, the shareholders entitled to vote thereat, present in person or\nby proxy, shall have power to adjourn the meeting to a specified date not longer\nthan 90 days after such adjournment without notice other than announcement at\nthe meeting, until the requisite amount of voting shares shall be present. At\nsuch adjourned meeting at which the requisite amount of voting shares shall be\nrepresented any business may be transacted which might have been transacted at\nthe meeting as originally notified.\n\n          10. PROXIES. At any meeting of the shareholders, every shareholder\nhaving the right to vote shall be entitled to vote in person or by proxy\nappointed by an instrument in writing subscribed by such shareholder and bearing\na date not more than eleven months prior to said meeting unless said instrument\nprovides that it shall be valid for a longer period.\n\n          11. VOTING. Each shareholder shall have one vote for each share of\nstock having voting power registered in his name on the books of the corporation\nand except where the transfer books of the corporation shall have been closed or\na date shall have been fixed as a record date for the determination of its\nshareholders entitled to vote, no share of stock shall be voted at any election\nfor directors which shall have been transferred on the books of the corporation\nwithin fifty days preceding such election of directors.\n\n          Shareholders shall have no right to vote cumulatively for the election\nof directors.\n\n          A shareholder holding stock in a fiduciary capacity shall be entitled\nto vote the shares so held, and a shareholder whose stock is pledged shall be\nentitled to vote unless, in the transfer by the pledgor on the books of the\ncorporation, he shall have expressly empowered the pledgee to vote thereon, in\nwhich case only the pledgee or his proxy may represent said stock and vote\nthereon.\n\n          12. SHAREHOLDERS' LISTS. A complete list of the shareholders entitled\nto vote at every election of directors, arranged in alphabetical order, with the\naddress of and the number of voting shares held by each shareholder, shall be\nprepared by the officer having charge of the stock books of the corporation and\nfor at least ten days prior to the date of the election shall be open at the\nplace where the election is to beheld, during the usual hours for business, to\nthe examination of any shareholder and shall be produced and kept open at the\nplace of the election during the whole time thereof to the inspection of any\nshareholder \n\n                                       3\n\n\npresent. The original or duplicate stock ledger shall be the only evidence as to\nwho are shareholders entitled to examine such lists, or the books of the\ncorporation, or to vote in person or by proxy, at such election. Failure to\ncomply with the foregoing shall not affect the validity of any action taken at\nany such meeting.\n\n          13. RECORDS. The corporation shall maintain such books and records as\nshall be dictated by good business practice and by law. The books and records of\nthe corporation may be kept at any one or more offices of the corporation within\nor without the State of Missouri, except that the original or duplicate stock\nledger containing the names and addresses of the shareholders, and the number of\nshares held by them, shall be kept at the registered office of the corporation\nin Missouri. Every shareholder shall have a right to examine, in person, or by\nagent or attorney, at any reasonable time, for any reasonable purpose, the\nbylaws, stock register, books of account, and records of the proceedings of the\nshareholders and directors, and to make copies of or extracts from them.\n\n                                    DIRECTORS\n\n          14. NUMBER AND POWERS OF THE BOARD. The property and business of this\ncorporation shall be managed by a board of directors, and the number of\ndirectors to constitute the board shall be not less than nine nor more than\nfifteen, the exact number to be fixed by a resolution adopted by the affirmative\nvote of a majority of the whole board of directors, but shall be twelve until\nand unless so fixed. Directors need not be shareholders. In addition to the\npowers and authorities by these bylaws expressly conferred upon the board of\ndirectors, the board may exercise all such powers of the corporation and do or\ncause to be done all such lawful acts and things as are not prohibited, or\nrequired to be exercised or done by the shareholders only.\n\n          15. INCUMBENCY OF DIRECTORS. (a) ELECTION AND TERM OF OFFICE. The\ndirectors of the corporation shall be divided into three classes: Class I, Class\nII and Class III. Membership in such classes shall be as nearly equal as\npossible and any increase or decrease in the number of directors shall be\napportioned by the board of directors among the classes to maintain the number\nof directors in each class as nearly equal as possible. At each annual meeting\nof shareholders, directors shall be elected to succeed those whose terms then\nexpire and to fill any vacancies and newly created directorships not previously\nfilled by the board. Newly elected directors shall belong to the same class as\nthe directors they succeed or, with respect to newly created directorships, to\nthe respective classes to which such directorships are assigned by the board of\ndirectors. The term of office of each director shall begin immediately after his\nelection and, except as set forth in the Articles of Incorporation as to the\nterms of office of the initial directors in each class, the directors in each\nclass shall hold office until the third succeeding annual meeting of\nshareholders after the regular election of directors of that class or until\ntheir successors are elected and qualified and subject to prior death,\nresignation, retirement or removal from office of a director. No decrease in the\nnumber of directors constituting the board of directors shall reduce the term of\nany incumbent director.\n\n          (b) REMOVAL. The entire board of directors of the corporation may be\nremoved at any time but only by the affirmative vote of the holders of 80% or\nmore of the outstanding shares of each class of stock of the corporation\nentitled to elect one or more directors at a meeting of the shareholders called\nfor such purpose.\n\n                                       4\n\n\n          16. VACANCIES. Any newly created directorship resulting from an\nincrease in the number of directors, and any vacancy occurring on the board of\ndirectors through death, resignation, disqualification, disability or any other\ncause, may be filled by vote of a majority of the surviving or remaining\ndirectors then in office, although less than a quorum, or by a sole remaining\ndirector. Any director so elected to fill a vacancy shall hold office for the\nunexpired portion of the term of the director whose place shall be vacated and\nuntil the election and qualification of his successor.\n\n          17. MEETINGS OF THE NEWLY ELECTED BOARD OF DIRECTORS - NOTICE. The\nfirst meeting of each newly elected board, which shall be deemed the annual\nmeeting of the board, shall be held on the same day as the annual meeting of\nshareholders, as soon thereafter as practicable, at such time and place, either\nwithin or without the State of Missouri, as shall be designated by the\npresident. No notice of such meeting shall be necessary to the continuing or\nnewly elected directors in order legally to constitute the meeting, provided\nthat a majority of the whole board shall be present; or the members of the board\nmay meet at such place and time as shall be fixed by the consent in writing of\nall of the directors.\n\n          18. NOTICE. (a) REGULAR MEETINGS. Regular meetings of the board of\ndirectors may be held without notice at such place or places, within or without\nthe State of Missouri, and at such time or times, as the board of directors may\nfrom time to time fix by resolution adopted by the whole board. Any business may\nbe transacted at a regular meeting.\n\n          (b) SPECIAL MEETINGS. Special meetings of the board of directors may\nbe called by the chairman, the chief executive officer, the president or any two\ndirectors. Notice thereof stating the place, date and hour of the meeting shall\nbe given to each director either by mail not less than 48 hours before the date\nof the meeting, by telephone or telegram on 24 hours' notice, or on such shorter\nnotice as the person or persons calling such meeting may deem necessary or\nappropriate in the circumstances. The place may be within or without the State\nof Missouri as designated in the notice. The 'call' and the 'notice' of any such\nmeeting shall be deemed synonymous.\n\n          19. QUORUM. At all meetings of the board of directors a majority of\nthe whole board shall, unless a greater number as to any particular matter is\nrequired by statute, by the Articles of Incorporation or by these bylaws,\nconstitute a quorum for the transaction of business, and the act of a majority\nof the directors present at any meeting at which there is a quorum shall be the\nact of the board of directors. Less than a quorum may adjourn the meeting\nsuccessively until a quorum is present, and no notice of adjournment shall be\nrequired.\n\n          The foregoing provisions relating to a quorum for the transaction of\nbusiness shall not be affected by the fact that one or more of the directors\nhave or may have interests in any matter to come before a meeting of the board,\nwhich interests are or might be adverse to the interests of this corporation.\nAny such interested director or directors shall at all times be considered as\npresent for the purpose of determining whether or not a quorum exists, provided\nsuch director or directors are in attendance and do not waive the right to vote.\n\n                                       5\n\n\n          20. NOMINATIONS FOR ELECTION AS DIRECTORS. Only persons who are\nnominated in accordance with the following procedures shall be eligible for\nelection as directors. Nominations of persons for election to the board of\ndirectors may be made at a meeting of shareholders (i) by or at the direction of\nthe board of directors by any nominating committee or person appointed by the\nboard or (ii) by any shareholder of the corporation entitled to vote for the\nelection of directors at the meeting who complies with the notice procedures set\nforth in this section 20. Such nominations, other than those made by or at the\ndirection of the board, shall be made pursuant to timely notice in writing to\nthe secretary.\n\n          To be timely, a shareholder's notice shall be delivered to or mailed\nand received at the principal executive offices of the corporation not less than\n50 days nor more than 75 days prior to the meeting; provided, however, that if\nfewer than 65 days' notice or prior public disclosure of the date of the meeting\nis given or made to shareholders, notice by the shareholder to be timely must be\nreceived not later than the close of business on the 15th day following the day\non which such notice of the date of the meeting was mailed or such public\ndisclosure was made. Such shareholder's notice to the secretary shall set forth\n(a) as to each person whom the shareholder proposes to nominate for election or\nreelection as a director, such person's name, age, business address, residence\naddress, and principal occupation or employment, the class and number of shares\nof capital stock of the corporation that are beneficially owned by such person,\nand any other information relating to such person that is required to be\ndisclosed in solicitations for proxies for election of directors pursuant to\nRegulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as\nto the shareholder giving the notice, such shareholder's name and record address\nand the class and number of shares of capital stock of the corporation that are\nbeneficially owned by such shareholder. The corporation may require any proposed\nnominee to furnish such other information as may reasonably be required by the\ncorporation to determine the eligibility of such proposed nominee to serve as a\ndirector of the corporation. No person shall be eligible for election as a\ndirector of the corporation unless nominated in accordance with the procedures\nset forth herein.\n\n          The chairman of the meeting shall, if the facts warrant, determine and\ndeclare to the meeting that a nomination was not made in accordance with the\nforegoing procedure, and if he should so determine, he shall so declare to the\nmeeting and the defective nomination shall be disregarded.\n\n          21. DIRECTORS' ACTION WITHOUT MEETING. If all the directors severally\nor collectively consent in writing to any action to be taken by the directors,\nsuch consents shall have the same force and effect as a unanimous vote of the\ndirectors at a meeting duly held. The secretary shall file such consents with\nthe minutes of the meetings of the board of directors.\n\n          22. WAIVER. Any notice provided or required to be given to the\ndirectors may be waived in writing by any of them, whether before, at, or after\nthe time stated therein. Attendance of a director at any meeting shall\nconstitute a waiver of notice of such meeting except where he attends for the\nexpress purpose of objecting to the transaction of any business thereat because\nthe meeting is not lawfully called or convened.\n\n          23. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation may\nindemnify any person who was or is a party or is threatened to be made a party\nto any \n\n                                       6\n\n\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, administrative or investigative, other than an action by or in the\nright of the corporation, by reason of the fact that he is or was a director or\nofficer of the corporation, or is or was serving at the request of the\ncorporation, as a director or officer of another corporation, partnership, joint\nventure, trust or other enterprise, against expenses, including attorneys' fees,\njudgments, fines and amounts paid in settlement actually and reasonably incurred\nby him in connection with such action, suit or proceeding if he acted in good\nfaith and in a manner he reasonably believed to be in or not opposed to the best\ninterests of the corporation, and, with respect to any criminal action or\nproceeding, had no reasonable cause to believe his conduct was unlawful. The\ntermination of any action, suit or proceeding by judgment, order, settlement,\nconviction, or upon a plea of nolo contendere or its equivalent, shall not, of\nitself, create a presumption that the person did not act in good faith and in a\nmanner which he reasonably believed to be in or not opposed to the best\ninterests of the corporation, and, with respect to any criminal action or\nproceeding, had reasonable cause to believe that his conduct was unlawful.\n\n          The corporation may indemnify any person who was or is a party or is\nthreatened to be made a party to any threatened, pending or completed action or\nsuit by or in the right of the corporation to procure a judgment in its favor by\nreason of the fact that he is or was a director or officer of the corporation,\nor is or was serving at the request of the corporation as a director or officer\nof another corporation, partnership, joint venture, trust or other enterprise\nagainst expenses, including attorneys' fees, and amounts paid in settlement\nactually and reasonably incurred by him in connection with the defense or\nsettlement of the action or suit if he acted in good faith and in a manner he\nreasonably believed to be in or not opposed to the best interests of the\ncorporation; except that no indemnification shall be made in respect of any\nclaim, issue or matter as to which such person shall have been adjudged to be\nliable for negligence or misconduct in the performance of his duty to the\ncorporation unless and only to the extent that the court in which the action or\nsuit was brought determines upon application that, despite the adjudication of\nliability and in view of all the circumstances of the case, the person is fairly\nand reasonably entitled to indemnity for such expenses which the court shall\ndeem proper.\n\n          To the extent that a director or officer of the corporation has been\nsuccessful on the merits or otherwise in defense of any action, suit or\nproceeding referred to in the first two unnumbered paragraphs of this section\n23, or in defense of any claim, issue or matter therein, he shall be indemnified\nagainst expenses, including attorneys' fees, actually and reasonably incurred by\nhim in connection with the action, suit or proceeding.\n\n          Any indemnification under the first two unnumbered paragraphs of this\nsection 23, unless ordered by a court, shall be made by the corporation only as\nauthorized in the specific case upon a determination that indemnification of the\ndirector or officer is proper in the circumstances because he has met the\napplicable standard of conduct set forth in this section 23. The determination\nshall be made by the board of directors by a majority vote of a quorum\nconsisting of directors who were not parties to the action, suit or proceeding,\nor if such a quorum is not obtainable, or even if obtainable, a quorum of\ndisinterested directors so directs, by independent legal counsel in a written\nopinion, or by the shareholders.\n\n          Expenses incurred in defending a civil or criminal action, suit or\nproceeding may be paid by the corporation in advance of the final disposition of\nthe action, suit or proceeding as \n\n                                       7\n\n\nauthorized by the board of directors in the specific case upon receipt of an\nundertaking by or on behalf of the director or officer to repay such amount\nunless it shall ultimately be determined that he is entitled to be indemnified\nby the corporation as authorized in this section 23.\n\n          The indemnification provided by this section 23 shall not be deemed\nexclusive of any other rights to which those seeking indemnification may be\nentitled either under the Articles of Incorporation or bylaws or any agreement,\nvote of shareholders or disinterested directors or otherwise, both as to action\nin his official capacity and as to action in another capacity while holding such\noffice, and shall continue as to a person who has ceased to be a director or\nofficer and shall inure to the benefit of the heirs, executors and\nadministrators of such a person.\n\n          The corporation shall have the power to give any further indemnity, in\naddition to the indemnity authorized or contemplated under other subsections of\nthis section 23, to any person who is or was a director or officer or to any\nperson who is or was serving at the request of the corporation as a director or\nofficer of another corporation, partnership, joint venture, trust or other\nenterprise, provided such further indemnity is either (i) authorized, directed\nor provided for in the Articles of Incorporation of the corporation or any duly\nadopted amendment thereof or (ii) authorized, directed or provided for in any\nbylaw or agreement of the corporation which has been adopted by a vote of the\nshareholders of the corporation, and provided further that no such indemnity\nshall indemnify any person from or on account of such person's conduct which was\nfinally adjudged to have been knowingly fraudulent, deliberately dishonest or\nwillful misconduct. Upon adoption of this bylaw by the shareholders of the\ncorporation, the corporation may enter into indemnification agreements with each\ndirector who is in office on the date of such adoption and, by vote of or\nresolution adopted by a majority of a quorum of disinterested directors, with\neach director who is thereafter elected a director of the corporation. The\ncorporation may enter into indemnification agreements with each officer of the\ncorporation whom the board of directors, by vote of a majority of a quorum of\ndisinterested directors, authorizes or may, by resolution adopted by a vote of a\nmajority of a quorum of disinterested directors, authorize indemnification of\nany officer to the same extent as provided in such indemnification agreement,\nsubject to the same exception as provided therein and such additional exception\nas may be set forth in such resolution. Such indemnification agreements shall be\nsubstantially in the form attached as Annex I to the bylaws.\n\n          The corporation may purchase and maintain insurance on behalf of any\nperson who is or was a director or officer of the corporation, or is or was\nserving at the request of the corporation as a director or officer of another\ncorporation, partnership, joint venture, trust or other enterprise against any\nliability asserted against him and incurred by him in any such capacity, or\narising out of his status as such, whether or not the corporation would have the\npower to indemnify him against such liability under the provisions of this\nsection 23.\n\n          For the purpose of this section 23, references to 'the corporation'\ninclude all constituent corporations absorbed in a consolidation or merger as\nwell as the resulting or surviving corporation so that any person who is or was\na director or officer of such a constituent corporation or is or was serving at\nthe request of such constituent corporation as a director or officer of another\ncorporation, partnership, joint venture, trust or other enterprise shall stand\nin the same position under the provisions of this section 23 with respect to the\n\n                                       8\n\n\nresulting or surviving corporation as he would if he had served the resulting or\nsurviving corporation in the same capacity.\n\n          For purposes of this section 23, the term 'other enterprise' shall\ninclude employee benefit plans; the term 'fines' shall include any excise taxes\nassessed on a person with respect to an employee benefit plan; and the term\n'serving at the request of the corporation' shall include any service as a\ndirector or officer of the corporation which imposes duties on, or involves\nservices by, such director or officer with respect to an employee benefit plan,\nits participants, or beneficiaries; and a person who acted in good faith and in\na manner he reasonably believed to be in the interest of the participants and\nbeneficiaries of an employee benefit plan shall be deemed to have acted in a\nmanner 'not opposed to the best interests of the corporation' as referred to in\nthis section 23.\n\n          24. INTERESTS OF DIRECTORS. In case the corporation enters into\ncontracts or transacts business with one or more of its directors, or with any\nfirm of which one or more of its directors are members or with any other\ncorporation or association of which one or more of its directors are members,\nshareholders, directors or officers, such transaction or transactions shall not\nbe invalidated or in any way affected by the fact that such director or\ndirectors have or may have interests therein which are or might be adverse to\nthe interests of this corporation; provided that such contract or transaction is\nentered into in good faith and authorized or ratified on behalf of this\ncorporation by the board of directors or by a person or persons (other than the\ncontracting person) having authority to do so, and if the directors or other\nperson or persons so authorizing or ratifying shall then be aware of the\ninterest of such contracting person. In any case in which any transaction\ndescribed in this section 24 is under consideration by the board of directors,\nthe board may, upon the affirmative vote of a majority of the whole board,\nexclude from its presence while its deliberations with respect to such\ntransaction are in progress any director deemed by such majority to have an\ninterest in such transaction.\n\n          25. COMMITTEES. (a) EXECUTIVE COMMITTEE. The board of directors may,\nby resolution or resolutions passed by a majority of the whole board, designate\nan executive committee, such committee to consist of two or more directors of\nthe corporation, which committee, to the extent provided in said resolution or\nresolutions, shall have and may exercise all of the authority of the board of\ndirectors in the management of the corporation. The executive committee shall\nkeep regular minutes of its proceedings and the same shall be recorded in the\nminute book of the corporation. The secretary or an assistant secretary of the\ncorporation may act as secretary for the committee if the committee so requests.\n\n          (b) AUDIT COMMITTEE. The corporation shall maintain an audit committee\nconsisting of at least three directors. No member of the audit committee shall\nbe an employee of the corporation. The audit committee shall use reasonable\nefforts to effect the establishment and maintenance by the corporation of\nadequate financial reporting and audit procedures. The audit committee shall\nannually review and confirm management's proposal for the selection of the\ncorporation's independent public accounting firm and, following completion of\nsuch firm's audit examination of the corporation's consolidated financial\nstatements, review with such firm and corporation management, such matters in\nconnection with the audit as deemed necessary and desirable by the audit\ncommittee. The audit committee shall have such additional duties,\nresponsibilities, functions and powers as may be delegated to it by the board of\ndirectors of the corporation. The audit committee shall be \n\n                                       9\n\n\nempowered to retain, at the expense of the corporation, independent expert(s) if\nit deems this to be necessary.\n\n          (c) OTHER COMMITTEES. The board of directors may also, by resolution\nor resolutions passed by a majority of the whole board, designate other\ncommittees, with such persons, powers and duties as it deems appropriate and as\nare not inconsistent with law.\n\n          26. COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS. By resolution\nduly adopted by a majority of the board of directors, directors and members\nshall be entitled to receive reasonable annual compensation for services\nrendered to the corporation as such, and a fixed sum and expenses of attendance,\nif any, may be allowed for attendance at each regular or special meeting of the\nboard or committee; provided that nothing herein contained shall be construed to\npreclude any director or committee member from serving the corporation in any\nother capacity and receiving compensation therefor.\n\n                                    OFFICERS\n\n          27. (a) ELECTED OFFICERS. The following officers of the corporation\nshall be chosen or appointed by election by the board of directors, and shall be\ndeemed elected officers: a president, a secretary, and a treasurer; also, if the\nboard desires, a chairman of the board, a vice chairman of the board, a chief\nexecutive officer, one or more vice presidents, one or more assistant\nsecretaries and one or more assistant treasurers. The chairman of the board, the\nvice chairman of the board and the chief executive officer shall be deemed\nexecutive officers of the corporation, and shall be vested with such powers,\nduties, and authority as the board of directors may from time to time determine\nand as may be set forth in these bylaws.\n\n          Any two or more of such offices may be held by the same person, except\nthe offices of chairman of the board and vice chairman of the board, president\nand vice president, and the offices of president and secretary.\n\n          An elected officer shall be deemed qualified when he enters upon the\nduties of the office to which he has been elected and furnishes any bond\nrequired by the board; but the board may also require of such person his written\nacceptance and promise faithfully to discharge the duties of such office.\n\n          (b) ELECTION OF OFFICERS. The board of directors at each annual\nmeeting thereof shall elect a president from among their own number. They shall\nalso elect at such time a secretary and a treasurer, who need not be directors.\nThe board then, or from time to time, may elect a chairman of the board, a vice\nchairman of the board, a chief executive officer and such vice presidents,\nassistant secretaries and assistant treasurers as it may deem advisable or\nnecessary.\n\n          (c) TERM OF OFFICE. Each elected officer of the corporation shall hold\nhis office for the term for which he was elected, or until he resigns or is\nremoved by the board, whichever first occurs.\n\n          (d) APPOINTMENT OF OFFICERS AND AGENTS - TERMS OF OFFICE. The board\nfrom time to time may also appoint such other officers and agents for the\ncorporation as it \n\n                                       10\n\n\nshall deem necessary or advisable. All appointed officers and agents shall hold\ntheir respective positions at the pleasure of the board or for such terms as the\nboard may specify, and they shall exercise such powers and perform such duties\nas shall be determined from time to time by the board, or by an elected officer\nempowered by the board to make such determinations.\n\n          28. REMOVAL. Any officer or agent elected or appointed by the board of\ndirectors, and any employee, may be removed or discharged by the board whenever\nin its judgment the best interests of the corporation would be served thereby,\nbut such removal shall be without a prejudice to the contract rights, if any, of\nthe person so removed.\n\n          29. SALARIES AND COMPENSATION. Salaries and compensation of all\nelected officers of the corporation shall be fixed, increased or decreased by\nthe board of directors, but this power, except as to the salary or compensation\nof the chairman of the board, the vice chairman of the board, the chief\nexecutive officer and the president, may, unless prohibited by law, be delegated\nby the board to the chairman of the board, the vice chairman of the board, the\nchief executive officer, the president or a committee. Salaries and compensation\nof all other appointed officers, agents, and employees of the corporation may be\nfixed, increased or decreased by the board of directors, but until action is\ntaken with respect thereto by the board of directors, the same may be fixed,\nincreased or decreased by the chairman of the board, by the chief executive\nofficer, by the president or by such other officer or officers as may be\nempowered by the board of directors to do so.\n\n          30. DELEGATION OF AUTHORITY TO HIRE, DISCHARGE, ETC. The board from\ntime to time may delegate to the chairman of the board, the vice chairman of the\nboard, the chief executive officer, the president or other officer or executive\nemployee of the corporation, authority to hire, discharge, and fix and modify\nthe duties, salary or other compensation of employees of the corporation under\ntheir jurisdiction, and the board may delegate to such officer or executive\nemployee similar authority with respect to obtaining and retaining for the\ncorporation the services of attorneys, accountants and other experts.\n\n          31. THE CHAIRMAN OF THE BOARD, THE VICE CHAIRMAN OF THE BOARD, THE\nCHIEF EXECUTIVE OFFICER AND THE PRESIDENT. The chairman of the board or the\npresident shall be elected by the board of directors to be the chief executive\nofficer of the corporation, or the board of directors may elect a chief\nexecutive officer who is not the chairman of the board or the president, and the\nchief executive officer shall have general and active management of the business\nof the corporation and shall carry into effect all directions and resolutions of\nthe board. The chairman of the board, the vice chairman of the board, the chief\nexecutive officer and the president shall be vested with such powers, duties,\nand authority as the board of directors may from time to time determine and as\nmay be set forth in these bylaws. Except as otherwise provided for in these\nbylaws, the chairman of the board, or in his absence, the chief executive\nofficer or president, shall preside at all meetings of the shareholders of the\ncorporation and at all meetings of the board of directors.\n\n          The chairman of the board, vice chairman of the board, the chief\nexecutive officer or president may execute all bonds, notes, debentures,\nmortgages, and other contracts requiring a seal, under the seal of the\ncorporation and may cause the seal to be affixed thereto, and all other\ninstruments for and in the name of the corporation, except that if by law such\ninstruments are required to be executed only by the president, he shall execute\nthem.\n\n                                       11\n\n\n          The chairman of the board, vice chairman of the board, chief executive\nofficer or president, when authorized so to do by the board, may execute powers\nof attorney from, for, and in the name of the corporation, to such proper person\nor persons as he may deem fit, in order that thereby the business of the\ncorporation may be furthered or action taken as may be deemed by him necessary\nor advisable in furtherance of the interests of the corporation.\n\n          The chairman of the board, vice chairman of the board, chief executive\nofficer or president, except as may be otherwise directed by the board, shall\nattend meetings of shareholders of other corporations to represent this\ncorporation thereat and to vote or take action with respect to the shares of any\nsuch corporation owned by this corporation in such manner as he shall deem to be\nfor the interests of the corporation or as may be directed by the board.\n\n          The chairman of the board, vice chairman of the board, chief executive\nofficer or president shall have such other or further duties and authority as\nmay be prescribed elsewhere in these bylaws or from time to time by the board of\ndirectors.';\n\n          32. VICE PRESIDENTS. The vice presidents in the order of their\nseniority shall, in the absence, disability or inability to act of the chairman\nof the board, the vice chairman of the board, the chief executive officer and\nthe president, perform the duties and exercise the powers of the chairman of the\nboard, the vice chairman of the board, the chief executive officer and the\npresident, and shall perform such other duties as the board of directors shall\nfrom time to time prescribe.\n\n          33. THE SECRETARY AND ASSISTANT SECRETARIES. The secretary shall\nattend all sessions of the board and except as otherwise provided for in these\nbylaws, all meetings of the shareholders, and shall record or cause to be\nrecorded all votes taken and the minutes of all proceedings in a minute book of\nthe corporation to be kept for that purpose. He shall perform like duties for\nthe executive and other standing committees when requested by the board or such\ncommittee to do so.\n\n          His shall be the principal responsibility to give, or cause to be\ngiven, notice of all meetings of the shareholders and of the board of directors,\nbut this shall not lessen the authority of others to give such notice as is\nauthorized elsewhere in these bylaws.\n\n          He shall see that all books, records, lists and information, or\nduplicates, required to be maintained at the registered or home office of the\ncorporation in Missouri, or elsewhere, are so maintained.\n\n          He shall keep in safe custody the seal of the corporation, and when\nduly authorized to do so shall affix the same to any instrument requiring it,\nand when so affixed, he shall attest the same by his signature.\n\n          He shall perform such other duties and have such other authority as\nmay be prescribed elsewhere in these bylaws or from time to time by the board of\ndirectors, the chairman of the board or the president, under whose direct\nsupervision he shall be.\n\n                                       12\n\n\n          He shall have the general duties, powers and responsibilities of a\nsecretary of a corporation.\n\n          The assistant secretaries, in the order of their seniority, in the\nabsence, disability or inability to act of the secretary, shall perform the\nduties and exercise the powers of the secretary, and shall perform such other\nduties as the board may from time to time prescribe.\n\n          34. THE TREASURER AND ASSISTANT TREASURERS. The treasurer shall have\nthe responsibility for the safekeeping of the funds and securities of the\ncorporation, and shall keep or cause to be kept, full and accurate accounts of\nreceipts and disbursements in books belonging to the corporation. He shall keep,\nor cause to be kept, all other books of account and accounting records of the\ncorporation, and shall deposit or cause to be deposited all monies and other\nvaluable effects in the name and to the credit of the corporation in such\ndepositories as may be designated by the board of directors.\n\n          He shall disburse, or permit to be disbursed, the funds of the\ncorporation as may be ordered, or authorized generally, by the board, and shall\nrender to the chief executive officers of the corporation and the directors\nwhenever they may require it, an account of all his transactions as treasurer\nand of those under his jurisdiction, and of the financial condition of the\ncorporation.\n\n          He shall perform such other duties and shall have such other\nresponsibility and authority as may be prescribed elsewhere in these bylaws or\nfrom time to time by the board of directors.\n\n          He shall have the general duties, powers and responsibility of a\ntreasurer of a corporation, and shall be the chief financial and accounting\nofficer of the corporation.\n\n          The assistant treasurers in the order of their seniority shall, in the\nabsence, disability or inability to act of the treasurer, perform the duties and\nexercise the powers of the treasurer, and shall perform such other duties as the\nboard of directors shall from time to time prescribe.\n\n          35. DUTIES OF OFFICERS MAY BE DELEGATED. If any officer of the\ncorporation be absent or unable to act, or for any other reason that the board\nmay deem sufficient, the board may delegate, for the time being, some or all of\nthe functions, duties, powers and responsibilities of any officer to any other\nofficer, or to any other agent or employee of the corporation or other\nresponsible person, provided a majority of the whole board concurs therein.\n\n                                 SHARES OF STOCK\n\n          36. CERTIFICATES OF STOCK. The certificates for shares of stock of the\ncorporation shall be numbered, shall be in such form as may be prescribed by the\nboard of directors in conformity with law, and shall be entered into the stock\nbooks of the corporation as they are issued, and such entries shall show the\nname and address of the person, firm, partnership, corporation or association to\nwhom each certificate is issued. Each certificate shall have printed, typed or\nwritten thereon the name of the person, firm, partnership, corporation or\nassociation to whom it is issued, and number of shares represented thereby \n\n\n                                       13\n\n\nand shall be signed by the president or a vice president, and the treasurer or\nan assistant treasurer or the secretary or an assistant secretary of the\ncorporation, and sealed with the seal of the corporation, which seal may be\nfacsimile, engraved or printed. If the corporation has a registrar, a transfer\nagent, or a transfer clerk who actually signs such certificates, the signatures\nof any of the other officers above mentioned may be facsimile, engraved or\nprinted. In case any such officer who has signed or whose facsimile signature\nhas been placed upon any such certificate shall have ceased to be such officer\nbefore such certificate is issued, such certificate may nevertheless be issued\nby the corporation with the same effect as if such officer were an officer at\nthe date of its issue.\n\n          37. TRANSFERS OF SHARES - TRANSFER AGENT - REGISTRAR. Transfers of\nshares of stock shall be made on the books of the corporation only by the person\nnamed in the stock certificate or by his attorney lawfully constituted in\nwriting, and upon surrender of the certificate therefor. The stock record books\nand other transfer records shall be in the possession of the secretary or of a\ntransfer agent or clerk of the corporation. The corporation by resolution of the\nboard may from time to time appoint a transfer agent and if desired a registrar,\nunder such arrangements and upon such terms and conditions as the board of\ndirectors deems advisable; but until and unless the board appoints some other\nperson, firm, or corporation as its transfer agent (and upon the revocation of\nany such appointment, thereafter until a new appointment is similarly made) the\nsecretary shall be the transfer agent or clerk of the corporation, without the\nnecessity of any formal action of the board of directors and the secretary shall\nperform all of the duties thereof.\n\n          38. LOST CERTIFICATE. In the case of the loss or destruction of any\noutstanding certificate for shares of stock of the corporation, the corporation\nmay issue a duplicate certificate (plainly marked 'duplicate'), in its place,\nprovided the registered owner thereof or his legal representatives furnish due\nproof of loss thereof by affidavit, and (if required by the board of directors,\nin its discretion) furnish a bond in such amount and form and with such surety\nas may be prescribed by the board. In addition, the board of directors may make\nany other requirements which it deems advisable.\n\n          39. CLOSING OF TRANSFER BOOKS. The board of directors shall have power\nto close the stock transfer books of the corporation for a period not exceeding\nfifty days preceding the date of any meeting of the shareholders, or the date\nfor payment of any dividend, or the date for the allotment of rights, or any\neffective date or change or conversion or exchange of capital stock; provided,\nhowever, that in lieu of closing the stock transfer books as aforesaid, the\nboard of directors may fix in advance a date, not exceeding fifty days preceding\nthe effective date of any of the above enumerated transactions, as a record\ndate; and in either case such shareholders and only such shareholders as shall\nbe shareholders of record on the date of closing the transfer books, or on the\nrecord date so fixed, shall be entitled to receive notice of any such\ntransaction or to participate in any such transactions notwithstanding any\ntransfer of any share on the books of the corporation after the date of closing\nthe transfer books or such record date so fixed.\n\n\n                                     GENERAL\n\n          40. DIVIDENDS. Dividends upon the shares of stock of the corporation,\nsubject to any applicable provisions of the Articles of Incorporation and of any\napplicable laws or \n\n                                       14\n\n\nstatutes may be declared by the board of directors at any regular or special\nmeeting. Dividends may be paid in cash, in property or in shares of its stock\nand to the extent and in the manner provided by law out of any available earned\nsurplus or earnings of the corporation. Liquidating dividends or dividends\nrepresenting a distribution of paid-in surplus or a return of capital shall be\nmade only when and in the manner permitted by law.\n\n          41. CREATION OF RESERVES. Before the payment of any dividends, there\nmay be set aside out of any funds of the corporation available for dividends\nsuch sum or sums as the board of directors from time to time, in their absolute\ndiscretion, think proper as a reserve fund or funds, to meet contingencies, or\nfor equalizing dividends, or for repairing, or maintaining any property of the\ncorporation, or for such other purposes as the board of directors shall think\nconducive to the interests of the corporation, and the board of directors may\nabolish any such reserve in the manner in which it was created.\n\n          42. FIXING OF CAPITAL, TRANSFERS OF SURPLUS. Except as may be\nspecifically otherwise provided in the Articles of Incorporation, the board of\ndirectors is expressly empowered to exercise all authority conferred upon it or\nthe corporation by any law or statute, and in conformity therewith, relative to:\n\n               (i)   The determination of what part of the consideration\n                     received for shares of the corporation shall be capital;\n\n               (ii)  Increasing or reducing capital;\n\n               (iii) Transferring surplus to capital or capital to surplus;\n\n               (iv)  Allocating capital to shares of a particular class of\n                     stock;\n\n               (v)   The consideration to be received by the corporation for its\n                     shares; and\n\n               (vi)  All similar or related matters;\n\nprovided that any concurrent action or consent by or of the corporation and its\nshareholders required to be taken or given pursuant to law, shall be duly taken\nor given in connection therewith.\n\n          43. CHECKS, NOTES AND MORTGAGES. All checks, drafts, or other\ninstruments for the payment, disbursement, or transfer of monies or funds of the\ncorporation may be signed in its behalf by the treasurer of the corporation,\nunless otherwise provided by the board of directors. All notes of the\ncorporation and any mortgages or other forms of security given to secure the\npayment of the same may be signed by the president who may cause to be affixed\nthe corporate seal attested by the secretary or assistant secretary. The board\nof directors by resolution adopted by a majority of the whole board from time to\ntime may authorize any officer or officers or other responsible person or\npersons to execute any of the foregoing instruments for and in behalf of the\ncorporation.\n\n          44. FISCAL YEAR. The board of directors may fix and from time to time\nchange the fiscal year of the corporation. In the absence of action by the board\nof directors, the fiscal \n\n                                       15\n\nyear shall end each year on the same date which the officers of the corporation\nelect for the close of its first fiscal period.\n\n          45. TRANSACTIONS WITH RELATED PERSONS. The affirmative vote of not\nless than 80% of the outstanding shares of the corporation entitled to vote in\nan election of directors shall be required for the approval or authorization of\nany business transaction with a related person as set forth in the Articles of\nIncorporation in the manner provided therein.\n\n          46. DIRECTOR'S DUTIES; CONSIDERATION OF TENDER OFFERS. The board of\ndirectors shall have broad discretion and authority in considering and\nevaluating tender offers for the stock of this corporation. Directors shall not\nbe liable for breach of their fiduciary duty to the shareholders merely because\nthe board votes to accept an offer that is not the highest price per share,\nprovided, that the directors act in good faith in considering collateral\nnonprice factors and the impact on constituencies other than the shareholders\n(i.e., effect on employees, corporate existence, corporate creditors, the\ncommunity, etc.) and do not act in willful disregard of their duties to the\nshareholders or with a purpose, direct or indirect, to perpetuate themselves in\noffice as directors of the corporation.\n\n          47. AMENDMENT OF BYLAWS. (a) BY DIRECTORS. The board of directors may\nmake, alter, amend, change, add to or repeal these bylaws, or any provision\nthereof, at any time.\n\n          (b) BY SHAREHOLDERS. These bylaws may be amended, modified, altered,\nor repealed by the shareholders, in whole or in part, only at the annual meeting\nof shareholders or at the special meeting of shareholders called for such\npurpose, only upon the affirmative vote of the holders of not less than 80% of\nthe outstanding shares of stock of this corporation entitled to vote generally\nin the election of directors, provided that an affirmative vote of a majority of\nthe votes entitled to be cast shall be sufficient to approve any such amendment,\nmodification, alteration or repeal that has been adopted by a vote of 80% of the\nmembers of the board of directors.\n\n                                       16\n\n\n\n                                     ANNEX I\n\n                            INDEMNIFICATION AGREEMENT\n\n          THIS AGREEMENT is made this day of ____________, 19__, between H &amp; R\nBlock, Inc., a Missouri corporation (the 'Company'), and _______________ (the\n'Director').\n\n          WITNESSETH THAT:\n\n          WHEREAS, the Director is a member of the Board of Directors of the\nCompany and in such capacity is performing a valuable service for the Company;\nand\n\n          WHEREAS, under the authority of Section 351.355 of the Missouri\nRevised Statutes of 1978, as amended to date (the 'State Statute'), bylaws have\nbeen adopted that provide for the indemnification of the officers, directors,\nagents and employees of the Company to a greater extent than provided for by\nSubsections 1 through 3 of such State Statute; and\n\n          WHEREAS, the bylaws of the Company and the State Statute specifically\nprovide that they are not exclusive, and thereby contemplate that contracts may\nbe entered into between the Company and the members of its Board of Directors\nwith respect to indemnification of such directors; and\n\n          WHEREAS, in accordance with the authorization provided by Subsection 7\nof the State Statute, the Company has purchased and presently maintains a policy\nor policies of Directors or Officers Liability Insurance ('D &amp; O Insurance'),\ncovering certain liabilities that may be incurred by its directors and officers\nin the performance of their services for the Company; and\n\n          WHEREAS, recent developments with respect to the terms and\navailability of D &amp; O Insurance and with respect to the application, amendment\nand enforcement of statutory and bylaw indemnification provisions generally have\nraised questions concerning the adequacy and reliability of the protection\nafforded to directors thereby; and\n\n          WHEREAS, in order to resolve such questions and thereby induce the\nDirector to serve and continue to serve as a member of the Board of Directors of\nthe Company, the Company has determined and agreed to enter into this Agreement\nwith the Director;\n\n          NOW, THEREFORE, in consideration of the Director's service and\ncontinued service as a director of the Company after the date hereof, the\nparties hereto agree as follows:\n\n          1. INDEMNITY OF THE DIRECTOR. Subject only to the exclusions set forth\nin Section 3 hereof, the Company hereby agrees as follows:\n\n          (a) To hold harmless and indemnify the Director against any and all\nexpenses (including attorneys' fees), judgments, fines and amounts paid in\nsettlement actually and reasonably incurred by the Director in connection with\nany threatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, administrative or investigative (including an action by or in the\nright of the Company or any action accruing prior to the execution of the\n\n                                       17\n\n\nAgreement) to which the Director is, was or at any time becomes a party, or is\nthreatened to be made a party, by reason of the fact that the Director is, was\nor at any time becomes a director, officer, employee or agent of the Company, or\nis or was serving or at any time serves at the request of the Company as a\ndirector, officer, employee or agent of another corporation, partnership, joint\nventure, trust or other enterprise; and\n\n          (b) Otherwise to hold harmless and indemnify the Director to the\nfullest extent as may be provided to the Director by the Company under the\nnonexclusivity provisions of Section 23 of the Bylaws and Subsection 6 of the\nState Statute.\n\n          (c) To pay the Director, or such person or entity as the Director may\ndesignate, on a continuing and current basis (and in any event not later than\nten business days following receipt by the Company of the Director's request for\nreimbursement) all expenses (including attorneys' fees), costs, fines, etc.,\nincurred by or levied upon the Director in connection with any action, suit or\nproceeding that may be indemnifiable under the provisions of this Agreement.\n\n          2. MAINTENANCE OF INSURANCE AND SELF INSURANCE. (a) The Company\nrepresents that it presently has in force and effect policies of D &amp; O Insurance\nwith insurance companies and in amounts as follows (the 'Insurance Policies'):\n\n\n\n                   INSURER                  AMOUNT           COMPANY CONTRIBUTION\n                   -------                  ------           --------------------\n                                                           \n                National Union            $10,000,000            $500,000\n\n\nUnless notification is given to the Director pursuant to the provisions of\nSection 2(b) hereof, the Company hereby agrees that, so long as the Director\ncontinues to serve as a director of the Company (or shall continue at the\nrequest of the Company to serve as a director, officer, employee or agent of\nanother corporation, partnership, joint venture, trust or other enterprise) and\nthereafter so long as the Director is subject to any possible claim or\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal or investigative by reason of the fact that the Director was a director\nof the Company (or served in any of said other capacities), the Company will\npurchase and maintain in effect for the benefit of the Director one or more\nvalid, binding and enforceable policy or policies of D &amp; O Insurance providing,\nin all respects, coverage at least comparable to that presently provided\npursuant to the Insurance Policies. For purposes of this Agreement, any policy\nor policies of D &amp; O Insurance purchased to maintain such coverage shall be\ndeemed to be the Insurance Policies.\n\n          (b) The Company shall not be required to maintain said Insurance\nPolicies in effect, provided, however, that the Company notifies the Director in\nwriting within five business days after the making of the decision to not renew\nor replace the Insurance Policies, or any portion of the coverage previously\nprovided by the Insurance Policies.\n\n          (c) The maintenance of such insurance shall not diminish, relieve or\nreplace the Company's liability for indemnification under the provisions of the\nState Statute, the Company's bylaws (the 'Bylaws') or this Agreement. The\nDirector's claim for reimbursement in advance of final disposition of an action,\nsuit or proceeding of expenses which may be \n\n                                       18\n\n\nindemnifiable under the provisions of the State Statute, Bylaws or this\nAgreement and payable in advance of final disposition of an action pursuant to\nSubsection 6 of the State Statute, Section 23 of the Bylaws, or Section 1(c) of\nthis Agreement shall not be denied on the basis that such amount may or will be\ncovered by the Insurance Policies, if such payments from the insurance company\nwill not be made to the Director within ten business days of such Director's\nclaim for reimbursement.\n\n          3. LIMITATIONS ON ADDITIONAL INDEMNITY. The Company shall be entitled\nto reimbursement from the Director for all monies paid to him or her as\nindemnification pursuant to this Agreement under the following circumstances:\n\n          (a) to the extent of any costs or expenses the Director is actually\nreimbursed pursuant to any Insurance Policies purchased and maintained by the\nCompany pursuant to Section 2 hereof;\n\n          (b) if it is determined by a final judgment or other final\nadjudication by a court of competent jurisdiction considering the question of\nindemnification of the Director that such payment of indemnification is or would\nbe in violation of applicable law;\n\n          (c) on account of any suit in which judgment is rendered against the\nDirector for an accounting of profits made from the purchase and sale or sale\nand purchase by the Director of securities of the Company pursuant to the\nprovisions of Section 16(b) of the Securities Exchange Act of 1934 and\namendments thereto;\n\n          (d) if the Director's conduct is finally adjudged by a court of\ncompetent jurisdiction to have been knowingly fraudulent, deliberately dishonest\nor to constitute willful misconduct; or\n\n          (e) if it is finally determined by a court of competent jurisdiction\nconsidering the question that the Director's decision to employ independent\nlegal counsel, pursuant to Section 5(b)(ii) hereof, was not based on a\n'reasonable' conclusion that there was a conflict of interest between the\nCompany and the Director.\n\n          4. CONTINUATION OF INDEMNITY. All agreements and obligations of the\nCompany contained herein shall continue during the period the Director is a\ndirector, officer, employee or agent of the Company (or is or was serving at the\nrequest of the Company as a director, officer, employee or agent of another\ncorporation, partnership, joint venture, trust or other enterprise) and shall\ncontinue thereafter so long as the Director is subject to any possible claim or\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal or investigative, by reason of the fact that the Director was a\ndirector of the Company or serving in any other capacity referred to herein.\n\n          5. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by the\nDirector of notice of the commencement of any action, suit or proceeding, the\nDirector will, if a claim in respect thereof is to be made against the Company\nunder this Agreement, notify the Company of the commencement thereof; the\nfailure to promptly notify the Company will not relieve the Company from any\nliability that it may have to the Director hereunder, except to the extent the\nCompany is prejudiced in its defense of such claim as a result of such failure.\nUnless otherwise requested by the Board, written notification shall not be\nnecessary if the Director informs a majority of the Board of the commencement of\nany such action, or, \n\n\n                                       19\n\n\nindependent of such notification by the Director, a majority of the Board has\nreason to believe such action has been initiated or threatened. With respect to\nany such action, suit or proceeding as to which the Director notifies (or is\ndeemed to have notified) the Company of the commencement thereof:\n\n          (a) The Company will be entitled to participate therein at its own\nexpense;\n\n          (b) Except as otherwise provided below, to the extent that it may\nwish, the Company, jointly with any other indemnifying party similarly notified,\nwill be entitled to assume the defense thereof with counsel reasonably\nsatisfactory to the Director. Subject to the provision below, after notice from\nthe Company to the Director of its election so to assume the defense thereof,\nthe Company will not be liable to the Director under this Agreement for any\nlegal or other expenses subsequently incurred by the Director in connection with\nthe defense thereof other than reasonable costs of investigation or as otherwise\nprovided below. The Director shall have the right to employ his or her own\ncounsel in such action, suit or proceeding, but the fees and expenses of such\ncounsel incurred after notice from the Company of its assumption of the defense\nthereof shall be at the expense of the Director unless (i) the employment of\ncounsel by the Director has been authorized by the Company, (ii) the Director\nreasonably concludes that there may be a conflict of interest between the\nCompany and the Director in the conduct of the defense of such action and that\nsuch conflict may lead to exposure for the director not otherwise indemnifiable\nunder the provisions of this Agreement and notifies the Company of such\nconclusion and decision to employ separate counsel, or (iii) the Company fails\nto employ counsel to assume the defense of such action, in each case the fees\nand expenses of counsel shall be at the expense of the Company. The Company\nshall not be entitled to assume the defense of any action, suit or proceeding\nbrought by or on behalf of the Company or as to which the Director reasonably\nmakes the conclusion provided for in (ii) above; and\n\n          (c) The Company shall not be liable to indemnify the Director under\nthis Agreement for any amounts paid in settlement of any action or claim\neffected without its written consent. The company shall not settle any action or\nclaim in any manner which would impose any penalty or limitation on the Director\nwithout the Director's written consent. Neither the Company nor the Director\nwill unreasonably withhold their consent to any proposed settlement.\n\n          6. REPAYMENT OF EXPENSES. The Director agrees that he or she will\nreimburse the Company for all reasonable expenses paid by the Company in\ndefending any civil or criminal action, suit or proceeding against him or her in\nthe event and only to the extent that it is ultimately determined by a court of\ncompetent jurisdiction considering the question that the Director is not\nentitled to be indemnified by the Company for such expenses under the provisions\nof the State Statute, the Bylaws, this Agreement or otherwise.\n\n          7. ENFORCEMENT. (a) The Company expressly confirms and agrees that it\nhas entered into this Agreement and assumed the obligations imposed on the\nCompany hereby in order to induce the Director to continue as a director of the\nCompany, and acknowledges that the Director is relying upon this Agreement in\ncontinuing in such capacity.\n\n          (b) In the event the Director is required to bring any action to\nenforce rights or to collect monies due under this Agreement and is successful\nin such action, the Company \n\n                                       20\n\n\nshall reimburse the Director for all of the Director's reasonable fees and\nexpenses (including attorney's fees) in bringing and pursuing such action.\n\n          8. SEPARABILITY. Each of the provisions of this Agreement is a\nseparate and distinct agreement and independent of the others, so that if any\nprovision hereof shall be held to be invalid or unenforceable for any reason,\nsuch invalidity of unenforceability shall not affect the validity or\nenforceability of the other provisions hereof.\n\n          9. MISCELLANEOUS. (a) This Agreement shall be interpreted and enforced\nin accordance with the laws of the State of Missouri.\n\n          (b) This Agreement shall be binding upon the Director and upon the\nCompany, its successors and assigns, and shall inure to the benefit of the\nDirector, his or her heirs, personal representatives and assigns and to the\nbenefit of the Company, its successors and assigns.\n\n          (c) No amendment, modification, termination or cancellation of this\nAgreement shall be effective unless in writing signed by both parties hereto.\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on\nand as of the day and year first above written.\n\n\n                                         H &amp; R BLOCK, INC.\n\n\n\n                                         By ______________________________\n\n\n\n\n                                         By ______________________________\n                                            _____________________, the Director\n\n\n\n\n                                       21\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7707],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41525","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41525","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=41525"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41525"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41525"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41525"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}