New Jersey | 1-8661 | 13-2595722 | ||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation) | File Number) | Identification No.) |
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey | 07061-1615 |
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(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
The Chubb Corporation By-Laws as Amended and Restated December 4, 2008 |
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EX-3.1: BY-LAWS AS AMENDED AND RESTATED |
(a) | On December 4, 2008, the Board of Directors of The Chubb Corporation (Chubb) adopted amendments to Chubbs By-Laws. The amendments relate to certain provisions of Article I of the By-Laws as follows: |
| Amendments to Sections 2 and 4 clarify that the business conducted at a meeting of Chubbs shareholders must be specified in the notice of meeting as required under New Jersey law. | ||
| Amendments to Section 10: (i) clarify that the advance notice provisions contained in the By-Laws govern both the nomination of directors and other business to be conducted at a meeting of shareholders and are the exclusive means for a shareholder to bring a director nomination or other business before the meeting other than as permitted by Section 14 of the Securities Exchange Act of 1934 and the regulations promulgated thereunder; (ii) expand the requirements that a shareholder must satisfy to propose a director nominee or other business under Article I, Section 10 of the By-Laws for consideration at a meeting of shareholders, including the shareholders disclosure of its full economic interest in Chubb (including derivative, hedge and similar positions) and, in the case of a director nomination, biographical and other information regarding the director nominee; and (iii) require that the shareholder (or a duly appointed representative) attend the meeting of shareholders at which the director nomination or other business will be considered. |
(d) | Exhibits. |
3.1 | The Chubb Corporation By-Laws as Amended and Restated December 4, 2008 |
THE CHUBB CORPORATION |
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Date: December 10, 2008 | By: | /s/ W. Andrew Macan | ||
Name: | W. Andrew Macan | |||
Title: | Vice President and Secretary | |||