Transamerica PAC Bylaws
AMENDED AND RESTATED
ARTICLES OF ORGANIZATION AND BY-LAWS OF THE
TRANSAMERICA CORPORATION POLITICAL ACTION COMMITTEE
A. Transamerica Corporation PAC (“Transamerica PAC”) is created for the purpose of facilitating participation in politics by directors, officers, employees and stockholders of Transamerica Corporation and its affiliated companies (individually, the “Company” and collectively, “Transamerica companies”) who are eligible to contribute to Transamerica PAC (the “eligible class”) under the Federal Election Campaign Act (“FECA”) and Federal Election Commission (“FEC”) rules thereunder (all references to FECA shall be deemed to include the rules and regulations of the FEC).
B. Transamerica PAC provides a convenient method for the accumulation and pooling of funds voluntarily contributed by the eligible class to support political candidates, political committees, or political campaigns designated by the Board of Directors of Transamerica PAC.
C. Transamerica PAC is an organization established by Transamerica Corporation as a multi-candidate committee (as defined by the FEC) and is administered for the purpose of soliciting contributions to a separate segregated fund to be utilized for political purposes pursuant to FECA.
PRINCIPAL OFFICE AND ADDRESS
The principal office of Transamerica PAC shall be located in Washington, D.C., and its address shall be 600 13th St, NW, Suite 400B, Washington, D.C. 20005 or such other address as may, from time to time, be designated as the mailing address for the Treasurer of Transamerica PAC.
PURPOSES AND POWERS
Section 1. Purposes. It shall be the purpose of Transamerica PAC to further the interests of the Transamerica companies by providing financial support to candidates for elected federal and state offices; to promote the good citizenship of the eligible class through personal and financial participation in the federal and state elective process.
Section 2. Collection of Contributions. To achieve the purposes enumerated herein, Transamerica PAC is empowered to solicit and receive contributions in accordance with Article VI hereof from the eligible class within the limits imposed by federal and applicable state law. Such contributions shall be used to fund the activities of the Transamerica PAC, and to do such other things not inconsistent with the foregoing as may be necessary or desirable for the attainment of these purposes.
Section 3. Making Contributions and Expenditures. In carrying out the foregoing purposes, Transamerica PAC is empowered to make contributions, within the limits imposed by federal and state law and as directed by the Board of Directors of Transamerica PAC, to candidates for federal and state elective office, to political committees supporting such candidates, to national, state, and local committees of national political parties and to political action committees of organizations of which the Company is a member. Transamerica PAC is further empowered to make independent expenditures in support of such candidates in the manner provided herein.
Section 1. Members Defined. The members of Transamerica PAC shall consist of the directors, officers, employees and stockholders of the Transamerica companies comprising the eligible class who choose to make voluntary contributions to Transamerica PAC in accordance with FECA.
Section 2. Membership Designation. Membership in Transamerica PAC shall be a complementary designation and shall not entitle such members to special rights or privileges or to anything else having tangible value.
Section 3. Exclusion of Foreign Nationals. No person who is a foreign national as defined in FECA shall be a member of, or participate in, the activities of Transamerica PAC. No foreign national shall finance the establishment, administration, or solicitation costs of Transamerica PAC. No foreign national shall participate in the operations of the PAC, serve as an officer of the PAC, participate in the selection of persons who operate the PAC, or make decisions regarding PAC disbursements or expenditures.
Section 4. Investment Advisors and Municipal Securities Dealers. Transamerica PAC shall take all steps necessary to ensure compliance with all applicable rules and restrictions, including without limitation, the rules and regulations of the Municipal Securities Rulemaking Board (“MSRB”) and Securities and Exchange Commission (“SEC”) concerning the direct and indirect involvement of municipal securities dealers and investment advisors, as those terms have been defined by the MSRB and SEC, respectively.
Section 1. Basic Organization. Transamerica PAC shall be a voluntary nonprofit, unincorporated political association composed of those members defined in Article III hereof, who shall be individuals. Transamerica PAC shall be completely independent of and not affiliated with any political party, candidate, or other organization or person, other than Transamerica Corporation. Transamerica Corporation shall defray all costs and expenses incurred in the establishment and administration of, and in the solicitation of contributions to, Transamerica PAC in the manner and to the extent permitted by federal and applicable law, and shall be identified as a “connected organization” of Transamerica PAC within the meaning of FECA.
Section 2. Board of Directors. The affairs of Transamerica PAC shall be supervised and directed by a Board of Directors (the “PAC Board”) comprising the Chief Executive Officer of the Company as Chair (except as provided below) and of those employees of the Company nominated by the Chair of Transamerica PAC and elected by the PAC Board (the Chair and directors individually, the “Director” and collectively, the “Directors”).
Section 3. The PAC Board Chair. The position of Chair of the PAC Board shall be filled by the Chief Executive Officer of the Company for the term of which he/she is Chief Executive Officer; provided that he or she is not a foreign national, and that serving on the PAC Board and as Chair is otherwise within the spirit and the letter of applicable campaign finance and political ethics laws and regulations. If the Chief Executive Officer is not eligible to serve as the PAC Board Chair in accordance with the preceding sentence, the PAC Board shall elect a Chair nominated by the longest serving member of the PAC Board. The Chair shall preside at all meetings of Transamerica PAC and shall be a member of the Transamerica PAC Board of Directors. The Chair may delegate any of his/her responsibilities herein to any officer of the Transamerica PAC, as appropriate, subject to the direction and oversight of the Chair and the PAC Board.
Section 4. Number, Term and Responsibilities of the Directors.
(a) Number. The PAC Board shall consist of a Chair and at least two other Directors. There shall be no limitation on the size of the PAC Board.
(b) Term. Except as otherwise provided in Section 2 with respect to the Chair, the Directors shall serve a renewable four-year term and until their successors are nominated and elected; provided, however, that the PAC Board may vote instead to either keep the director position vacant or reduce the size of the PAC Board upon termination of a Director’s term. There are no restrictions as to the number of concurrent terms a Director may serve.
(c) Duties of the PAC Board. The Directors shall:
(i) comply with these Articles of Organization and By-Laws;
(ii) take such actions, consistent with FECA, as they deem appropriate to encourage membership in Transamerica PAC; and
(iii) determine the guidelines for disbursements to candidates and political committees as permitted in Article VI hereof, and to approve each congressional cycle a budget for PAC contributions to candidates in accordance with such guidelines.
(d) Delegation of Duties. The Directors may delegate to the Chair or the Treasurer, subject to the general direction and oversight of the PAC Board, the responsibility of managing all the financial affairs of Transamerica PAC.
Section 5. Number and Term of Officers. The officers of Transamerica PAC shall be a Treasurer and other officers or assistant officers as may be elected by the PAC Board. Each officer or assistant officer of Transamerica PAC shall serve for a renewable four-year term and until his or her successor is nominated and elected by the PAC Board. There are no restrictions on the number of concurrent terms the officers may serve.
Section 6. The Treasurer/Custodian of Record. The Treasurer shall have general responsibility for all receipts and disbursements to or by Transamerica PAC and all PAC expenditures, and otherwise comply with these Articles of Organization and By-Laws. The Treasurer shall also appoint a Custodian of Record and in this capacity shall maintain all required books and records, file all reports as required by the FECA as well as other applicable federal and state laws and regulations. The Treasurer, in his or her duties, shall maintain the proper internal controls and otherwise follow the “Best Practices for Committee Management” as outlined by the FEC.
(a) Service of Process. The Treasurer is designated as agent to receive service of process.
(b) Seek Advisory Opinions. The Treasurer is authorized whenever advisable to seek advisory opinions from the FEC, the Internal Revenue Service, state election commissions, and private counsel.
(c) Depositories for Transamerica PAC Funds. The Treasurer shall designate a national or state bank or a depository institution whose accounts are insured by the FDIC or the NCUA as the depository for PAC funds under FECA. All monies received by Transamerica PAC shall be deposited in said account(s) within ten days of the Treasurer’s receipt. The Treasurer shall be responsible for making such deposits. All Transamerica PAC disbursements shall be by check or similar drafts drawn on an account at the designated depository. The funds of Transamerica PAC shall be segregated from and shall not be commingled with the funds of any other committee or person although Transamerica PAC may establish more than one account at each depository.
(d) In General. The Treasurer shall perform these duties and all others required of the Treasurer by all federal, state, or local laws and regulations pertaining to the Transamerica PAC. The Treasurer must use his or her best efforts to obtain and report required information and shall maintain a complete record of efforts to do so. The Treasurer and Assistant Treasurers shall be covered fully by liability insurance to be paid for by Transamerica Corporation.
Section 7. Assistant Treasurers. During the absence or incapacity of the Treasurer, an Assistant Treasurer, who shall be appointed by the Chair and elected by the PAC Board, shall perform the duties and functions and exercise the powers of the Treasurer. The Statement of Organization shall identify the persons holding this office.
Section 8. Audit. Transamerica PAC shall be subject to an internal audit of the books and records following a completed congressional session. The audit shall be conducted by an independent entity outside of the Government & Policy Affairs function. The PAC Treasurer and Custodian of Record shall comply with the auditors and provide all necessary records, processes, and procedures to ensure full completion of the audit. The results of the audit shall be reported to the PAC Board and be made available to appropriate individuals within the Company.
Section 1. Annual Meeting. The annual meeting of the PAC Board shall be held in person, by phone or any other means of communication by which all Directors participating may simultaneously hear each other during the meeting (“Any Means of Communication”). Directors shall have at least three days prior written notice of the annual meeting. The business of the annual meeting shall include a report of the Treasurer and such other matters as may be brought before the meeting.
Section 2. Other Meetings. Special or other PAC Board meetings shall be held as necessary at the discretion of the Chair or upon the written request of two or more Directors. Such meetings shall be held by Any Means of Communication. Attendance by a majority of members of the PAC Board shall constitute a quorum.
Section 3. Approval of Action Items. At all PAC Board meetings, action shall be valid when adopted by a vote of a majority of Directors present.
CONTRIBUTIONS AND DISBURSEMENT OF FUNDS
Section 1. Contributions. The Transamerica PAC may only solicit contributions from the eligible class as permitted by and in accordance with FECA. All contributions to Transamerica PAC shall be voluntary. For convenience of administration, Transamerica PAC may determine the appropriate times and means of soliciting voluntary contributions. The accumulated funds paid to Transamerica PAC shall be disbursed as directed by these Articles of Organization and By-Laws.
Section 2. Limitations on Contributions. Contributions and expenditures made by the Treasurer or other authorized officer shall be subject to limitations mandated by applicable federal or state law.
Section 3. Refunds. At no time during the existence of Transamerica PAC may any contributor revoke a previously made contribution, or the unexpended portion thereof, nor withdraw any of the then undistributed funds that were contributed by the contributor to Transamerica PAC. Contributed funds shall become the property of Transamerica PAC upon receipt.
ADOPTION AND AMENDMENT
Section 1. Effective Date. These Articles of Organization and By-Laws (as amended and restated) shall be effective as of April 4, 2019.
Section 2. Amendment. These Articles of Organization and By-Laws may be amended at any time by a majority vote of the PAC Board, provided, however, that no amendment shall be made or adopted at any time which will cause these Articles of Organization and By-Laws, or the operation of Transamerica PAC, to violate federal law and/or the regulations of the FEC.
Transamerica PAC may be dissolved by a majority vote of the PAC Board. Upon dissolution, funds shall be disposed of in accordance with all applicable laws and regulations; in no event shall any funds inure to the benefit of the Company or any member of Transamerica PAC.