Corporate Governance

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Bylaws of United Services Automobile Association

As Amended August 23, 2024


ARTICLE I: GENERAL PROVISIONS

ORGANIZATION AND NAME

Section 1. This organization is a reciprocal interinsurance exchange organized under the laws of the State of Texas. It shall be known as United Services Automobile Association (hereinafter referred to as USAA) or by such other name as shall be chosen by the board of directors.

Purpose

Section 2. The purpose of USAA is to provide insurance coverages and other financial products and services and engage in other activities for the benefit of its members, associates and their families as shall be determined by the board of directors. Subsidiary companies or affiliated organizations may be utilized, as authorized by the board of directors, in order to effectuate the general purpose of USAA.

Home Office

Section 3. The home office of USAA shall be at San Antonio, Texas, until changed by the board of directors.


ARTICLE II: MEMBERSHIP

Eligibility

Section 1. Eligibility for membership shall be as defined and determined by the board of directors in each of the following categories:

    (a) Commissioned, warrant and non-commissioned officers and enlisted servicemembers in the United States Services, and cadets, midshipmen, and other candidates for commissions therein.

    (b) Regular employees of USAA and its subsidiaries.

    (c) Former members of USAA.

    (d) Widow(er)s of persons qualified under (a), (b) or (c) above.

Duration

Section 2. Membership of a person eligible under Article II, Section 1 shall commence with the issuance of a policy of USAA insurance to that person by an authorized representative and the execution of a subscriber's agreement and power of attorney to the attorney-in-fact, as described in Article II, Section 3. Membership shall continue so long as the member has any insurance policy in force with USAA, except as otherwise provided in Article II, Section 5.

Subscriber's Agreement and Power of Attorney

Section 3. The subscriber's agreement and power of attorney shall be in such form(s) as the board of directors may prescribe. Each applicant for membership shall execute and be bound by a subscriber's agreement and power of attorney authorizing any attorney-in-fact designated pursuant to Article VIII, Section 8 of these bylaws to act in accordance with such agreement. Such executed agreement applies any time the member has a policy of insurance in force. By executing such agreement, each member also agrees to be bound by any subsequent form(s) of the subscriber's agreement and power of attorney as adopted by the board of directors, and the bylaws as they may be amended.

Rejection of Application

Section 4. The board of directors or any so authorized representative of USAA may reject any application for membership, or reinstatement of membership.

Termination of Membership

Section 5. The board of directors or any so authorized representative of USAA may terminate any membership. Proper notice of cancellation or nonrenewal of all insurance will constitute such membership termination. Any member may terminate his or her membership by canceling or nonrenewing all of his or her insurance.

Death of Member

Section 6. When a member dies, any insurance policy in force shall immediately inure to his or her heirs, administrators, executors, or legal representatives; and, unless such persons transfer the title to the property insured, the policy shall remain in full force and effect until the normal expiration thereof, subject to all the terms and conditions contained in the policy contract.

Exceptions

Section 7. USAA may insure persons and organizations who are not eligible for membership in USAA as follows:

    (a) As required by or pursuant to assigned risk or residual market plans established by federal, state, or other laws or regulations.

    (b) Upon transfer of title to real property insured to a person not eligible for membership, policies may be kept in full force and effect until the normal expiration of the policy as required by regulatory authorities or under rules established by the board of directors.

    (c) Through participation in reinsurance policies or reinsurance pools as authorized by the board of directors.

Non-Members

Section 8. Persons and organizations insured under Article II, Section 7 shall not be members of USAA and the issuance of such insurance shall not constitute membership in USAA.


ARTICLE III: ORGANIZATION AND MEMBERS' MEETINGS

Annual Meeting

Section 1. The annual meeting of the members shall be held once each calendar year, on a date and at a place fixed by a two-thirds vote of the board of directors, for the purpose of electing directors and transacting such other business as may properly be brought before the meeting. For purposes of these bylaws the phrase "as may properly be brought before the meeting" means business identified in the notice of meeting specified in Article III, Section 3, provided however, nothing herein shall prohibit the board of directors from submitting other matters to the members at any member meeting. Any member(s) representing at least one percent of the entire membership comprised of members meeting all requirements set forth in Article II may bring a matter (other than a nomination of a candidate for election as a director, which is covered by Article VI, Section 3) before an annual meeting of members if such matter (i) is submitted to the corporate secretary with the consolidated names and signatures of members comprising, in the aggregate, the required one percent of the entire membership no more than one hundred and eighty calendar days, but no less than one hundred and twenty calendar days, prior to such member meeting and (ii) is a proper matter for member action as determined by the board of directors. In such event, the member(s) representing at least one percent of the entire membership may also request to have their name(s), along with the proposed matter(s), included on the proxy form. Such request to be included must accompany submittal of the matter proposed for inclusion on the meeting notice and such matter must have been determined by the board of directors to be proper for inclusion in the notice.

Special Meetings

Section 2. Special meetings of the members may be called by the board of directors, or by signed petition of at least ten percent of the members of USAA, on a date and at a place fixed by the board of directors.

Notice of Meetings

Section 3. Notice of any meeting of members shall be mailed (either through regular mail or e-mail if elected by the member) at least ten calendar days prior to the meeting to each member at his or her last address as shown on the records of the home office. Such notice, accompanied by a proxy form, shall be sent by the chairman of the board of directors and shall state the purpose of the meeting. In order to protect the privacy of members and due to the unique composition of the USAA membership, no member shall be entitled to a list of members or member contact information.

Quorum

Section 4. The members who attend special or annual meetings of members, either in person or by written proxy, shall constitute a quorum capable of transacting all business properly brought before the meeting.

Organization

Section 5. Meetings of members shall be presided over by the chairman of the board of directors, or in his or her absence, by the chief executive officer or another officer or director designated by the board of directors. The chairman of the meeting, in consultation with management, will determine the agenda and order of business at the annual meeting of members.


ARTICLE IV: MEMBERS' VOTING PRIVILEGES

Vote

Section 1. Each member in good standing shall be entitled to one vote, either in person, electronically (when approved by the board of directors) or by proxy, at all meetings of the members of USAA.

Proxies

Section 2. Every member entitled to vote at a meeting shall have the right to do so either in person or by one or more persons authorized to act for such member by proxy. All proxies shall be in writing (including telephonic, e-mail or other electronic methods approved by the board of directors) and shall be filed with the corporate secretary for verification and record at least twenty-four hours prior to the hour of the meeting, unless a shorter period shall be determined by the chairman of the meeting. The corporate secretary shall determine the validity of such proxies, subject to the right of appeal to a committee of no less than three directors appointed by the chairman of the board of directors.

Majority Vote

Section 3. Subject to the provisions of Article XIII, Section 2, a majority vote of the members present in person or by proxy at any members' meeting shall govern in all matters properly brought before the meeting.


ARTICLE V: RIGHTS OF THE MEMBERS

Section 1. The members shall have all such rights as are afforded to subscribers of a reciprocal interinsurance exchange under the laws of the State of Texas, the USAA subscriber declaration, subscriber's agreement and power of attorney and these bylaws. Any powers delegated to or by the board of directors or any officer or other person may be modified, altered, or withdrawn by the members. However, all actions of the board of directors, any officer or other person taken in pursuance of powers properly conferred shall be binding upon USAA.


ARTICLE VI: BOARD OF DIRECTORS

Number

Section 1. Except for those authorized by Article VI, Section 2, there shall be not fewer than nine nor more than twenty directors. Within these constraints, the number of directors shall be determined from time to time by a majority of the board of directors.

Ex-Officio Members

Section 2. The chief executive officer of USAA and the lead independent director of USAA Federal Savings Bank shall serve as ex-officio members of the board of directors. The board of directors, by a majority vote, may elect not more than one additional officer of USAA or its subsidiaries, other than the chief executive officer, to serve as an ex-officio member of the board of directors until removed by a majority vote of the board of directors. Ex-officio members of the board of directors shall have all the voting rights, privileges and duties as directors elected pursuant to Article VI, Section 3.

Election

Section 3. The board of directors shall serve as the nominating committee to fill vacancies on the board and shall promulgate procedures to receive and consider nominations. Each director shall be elected at the annual members' meeting from among the (i) members of USAA, (ii) individuals listed as the “named insured” on a policy of property and casualty insurance issued by any USAA subsidiary, (iii) spouses of any individual eligible under the preceding subsections (i) and (ii), or (iv) individuals who have served as a director of any USAA subsidiary for three or more years. Each director elected shall hold office until the earlier of (i) the next annual members' meeting following such director's election, (ii) a successor is duly elected and qualified or (iii) such director's resignation or removal. This Article VI, Section 3 does not apply to directors serving in an ex-officio capacity.

Tenure

Section 4. Unless serving in an ex-officio capacity, each director shall resign from the board of directors no later than the date of the annual members' meeting occurring in the calendar year during which the director (i) attains the age of seventy-five, or (ii) concludes an aggregate of fifteen years of service as a director, whichever occurs earlier. Elected directors will also automatically cease to hold the office of director after absence from four consecutive meetings of the board of directors or for directors elected pursuant to Article VI, Section 3(i), (ii) or (iii), immediately upon termination of all policies of property and casualty insurance issued by USAA or any USAA subsidiary.

Vacancies

Section 5. Any vacancy on the board of directors may be filled by the members at any special members' meeting or by a majority of the remaining directors even though a quorum does not remain, and the chosen directors shall hold office until the next annual meeting of the members.

Removal of Directors

Section 6. Any director may be removed from office, with or without assigning any cause, by a majority vote of all the members or an affirmative vote of not less than two-thirds of the remaining directors.


ARTICLE VII: ORGANIZATION AND MEETINGS OF THE BOARD OF DIRECTORS

Election of Officers of the Board

Section 1. The board of directors shall elect from the directors, a chairman and a vice chairman who shall hold such offices until their successors are elected and qualified. The chairman shall be the presiding officer of the board of directors, and shall perform all of the duties usually incident to such office.

Regular Meetings

Section 2. There shall be not fewer than four regular meetings of the board of directors each year on such dates and at such locations as the board may determine.

Special Meetings

Section 3. Special meetings of the directors may be called by the chief executive officer, the chairman of the board, or by one-third of the directors. The chief executive officer, the chairman of the board, or the corporate secretary shall send advance written notice to each director at least five days before any special meeting, except for telephonic meetings for which the applicable notice period shall be at least twenty-four hours.

Quorum

Section 4. A majority of the directors shall constitute a quorum capable of transacting any business that may come before the meeting, except as provided elsewhere in the bylaws.

Minutes

Section 5. Minutes of all regular or special meetings of the board of directors, or of any committee thereof, shall be prepared and maintained by the corporate secretary.

Alternative Forms of Meetings

Section 6. Meetings of the board of directors by telephonic conference call, video conference or a combination of these forms, or unanimous written consent are authorized; actions taken during such meetings shall have the same force and effect as actions concluded face to face.


ARTICLE VIII: ADDITIONAL POWERS AND DUTIES OF THE BOARD OF DIRECTORS; OFFICERS OF USAA

Business Management

Section 1. The business management and affairs of USAA shall be under the direction and control of the board of directors, as shall be its several officers, agents, and employees, and the board of directors shall have authority to authorize contracts, incur liabilities, expend or invest funds, and such other matters and things connected with the conduct of USAA as they may determine; subject always, however, to the right of the members to modify, alter or withdraw the powers of the board of directors as set forth in Article V. Subject to the requirements of Article IX, the board of directors may organize itself in such committees as it considers appropriate and promulgate charters and schedules for the committees.

Delegation & Withdrawal of Authority

Section 2. The board of directors may grant special or general authority to others, and may likewise withdraw such authority, all upon such terms and conditions as the board of directors may determine.

Retained Authority

Section 3. The powers vested by the board of directors in any committee, officer, agent, or employee of USAA may be limited, altered, or revoked by the board of directors through proper action at any meeting.

Bonds

Section 4. The board of directors shall require officers, agents, and employees of USAA to be bonded in an amount and with a surety approved by the board, the expense of which shall be paid by USAA.

Officers

Section 5. The officers of USAA shall be a chief executive officer, a president, two or more executive or senior vice presidents, and such vice presidents, assistant vice presidents or other officer positions as may be directed by the chief executive officer, including a corporate secretary and a treasurer. One person may hold any two offices, although the chairman may also be the president and chief executive officer.

Appointment & Removal of Officers

Section 6. The board of directors shall appoint the president and the chief executive officer of USAA, who shall hold office until successor(s) are appointed and qualified, unless sooner removed or disqualified. All other officers shall be appointed as directed by the chief executive officer although positions equivalent to executive vice president shall be subject to approval by the board of directors. Any USAA officer may be removed at any time by a majority vote of the board of directors whenever in its judgment the best interests of USAA will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Duties of Officers

Section 7. The officers shall perform such duties as are customarily performed by such officers of corporations and similar associations, and such others as may be imposed upon them by the board of directors or membership.

Designation of Attorney(s)-in-Fact

Section 8. The board of directors shall designate an attorney-in-fact, and such deputy attorneys-in-fact as may be necessary, with such powers and duties as may be determined.

Depositories

Section 9. The funds of USAA shall be deposited in such banks as the board of directors may determine, to be withdrawn only as may be determined by the board of directors under general or special authority.


ARTICLE IX: EXECUTIVE COMMITTEE

Purpose

Section 1. There shall be an executive committee to meet the emergency and routine business demands of USAA with such powers as the board of directors may delegate.

Membership

Section 2. The executive committee shall consist of not more than ten members elected from the board of directors by a majority vote of the whole board of directors; except that, one of the members shall be the chairman of the board of directors of USAA who shall also be the chairman of the committee. The committee membership size may be modified as determined by the board of directors.

Tenure

Section 3. All members of the executive committee, except the chairman, shall be elected for a term of three years, or until their successors are elected and qualified.

Quorum

Section 4. A majority of the members of the executive committee shall constitute a quorum.


ARTICLE X: LIABILITY OF MEMBERS, OFFICERS AND EMPLOYEES

Maximum Liability of Member

Section 1. USAA may issue either assessable policies or nonassessable policies, or both assessable policies and nonassessable policies as the board of directors may determine. Any member who is subject to assessment shall pay, in addition to the premium deposit written in his or her policy, all such sums as may be assessed by the board of directors, but not in any event to exceed an amount equal to and in addition to said premium deposit.

Personal Liability

Section 2. In any obligation created by USAA or by any of its officers, agents, or employees on its behalf, it shall be provided that no liability shall attain in favor of the party to whom the obligation exists as against any officer, director, member, agent, or employee of USAA; but that such party shall look solely to the assets of USAA for satisfaction of such obligation.


ARTICLE XI: INDEMNIFICATION

Indemnification

Section 1. Directors and officers of USAA shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative, or investigative proceedings) arising out of their service to USAA or to another organization at USAA's request. Persons who are not directors or officers of USAA may be similarly indemnified in respect of such service to the extent authorized at any time by the board of directors. The provisions of this Section shall be applicable to actions or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof, and to persons who have ceased to be directors, officers, or employees and shall inure to the benefit of their heirs, executors, and administrators. USAA may purchase and maintain indemnity insurance with respect to any obligations hereunder to the full extent permitted by law.


ARTICLE XII: SURPLUS

Statutory and Financial Requirements

Section 1. The Surplus accruing from the operation of USAA shall be allocated and/or segregated in the Surplus Account as required by regulatory authorities or as the board of directors may determine.

Distribution to Members

Section 2. The Surplus in excess of that required by regulatory authorities or for the financial stability of USAA as determined by the board of directors shall be returned to members under rules formulated by the board of directors.

Subscriber's Account

Section 3. In the event membership in USAA is terminated for any reason for a period of six months, the amount accumulated in the Subscriber's Account will be paid to the member. If membership is terminated by the death of a member, payment will be made to the widow(er) or, if there is no surviving spouse, to the estate. However, if a widow(er) entitled to such payment chooses to continue membership in his or her name, at the option of the widow(er), such amount may be paid to the widow(er) or retained in the subscriber's account; any election to receive such payment must be made in conjunction with the decision to continue membership in such widow(er)'s name.


ARTICLE XIII: CHANGES IN BYLAWS

Change Process

Section 1. These bylaws may be altered, amended, or changed, or new bylaws may be adopted, by the members at any meeting of members, provided that notice of the specific alteration, amendment, change, or if new bylaws are contemplated, a complete set thereof shall be sent to each member in the notice for the meeting at which the proposed action is to be submitted, with request for the member's vote for or against such proposed amendment(s).

The board of directors may amend the bylaws when deemed appropriate and in the best interests of USAA, except if the amendment:

    (a) changes member eligibility as set forth in Article II, Section 1 or voting rights as set forth in Article IV, Section 1;

    (b) removes the ability of voting members to bring a matter before an annual meeting of members as set forth in Article III, Section 1 or convene a special meeting as set forth in Article III, Section 2;

    (c) changes the tenure of directors as set forth in Article VI, Section 4; or

    (d) changes the board's ability to alter, amend or change the bylaws as set forth in this Article XIII, Section 1.

Voting

Section 2. In all questions of amendments or changes in bylaws, members may, instead of executing a proxy, register their vote in writing for or against such amendment or change by filing such vote with the corporate secretary at least twenty-four hours prior to the hour of the meeting, unless a shorter period shall be determined by the chairman of the meeting, and such vote shall be counted as cast the same as though such member were present in person or by written proxy.