William Penn Life, 1980 (15. évfolyam, 1-4. szám)

1980-04-01 / 2. szám

MERGER AGREEMENT

(Continued from Page 1)

titled "An Act to Provide for the Incorporation and Regulation of Certain Corporations", approved the 29th day of April, A.D. 1874, and its supplements and amendments in the County of Luzerne, Commonwealth of Pennsylvania, on November 29, 1886; and

WHEREAS, the American Hungarian Catholic Society, was originally organized in 1894 under the name of The King Saint Stephens Roman Catholic Young Mens Sick Benefit Society of Cleveland, Ohio and adopted its present name on July 27, 1 942.

WHEREAS, the respective officers of William Penn and American Hungarian have met from time to time to explore the possibility of merging the two societies and it now appears that the interests of the members of both Associations can best be served by merging the American Hungarian with the William Penn, and

WHEREAS, the laws of the Commonwealth of Pennsylvania and the State of Ohio relating to fraternal benefit societies authorize and permit a merger and prescribe the methods and conditions under which it may be accomplished;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained and other valuable considerations hereinafter stated, the William Penn and American Hungarian do agree as follows:

1) That William Penn and American Hungarian merge under the terms and conditions hereinafter stated, and that this Merger Agreement be submitted to a Special Meeting of the Supreme Council of American Hungarian Catholic Society for approval, acceptance, rejection or modifications of any of the terms and provisions of this proposed agreement, and be submitted for approval to the Insurance Commissioner of the Commonwealth of Pennsylvania and the Superintendent of the Ohio Insurance Department.

2) The Charter of William Penn Association, a Pennsylvania Corporation, shall be retained as a Charter of the merged society, which charter is recorded in the Recorder's Office of Allegheny County, Pennsylvania.

3) It is agreed that the nature or character of the business which the William Penn Association shall transact is the operation and conduct of a fraternal benefit society with a supreme governing body, an operating management body and subordinate branches.

4) That following approval of this merger by the Insurance Commissioner of the Commonwealth of Pennsylvania and Superintendent of Insurance of the State of Ohio, this Agreement shall be in full force and effect and shall consummate the Merger in the following manner:

a) American Hungarian shall deliver to the William Penn at its Home Office all of its assets, real, personal and mixed wherever the same may be located, ledgers, books and membership records. The assets will be valued on December 31, 1979 in accordance with the accounting and valuation rules and requirements of the insurance laws of the Commonwealth of Pennsylvania and the State of Ohio. Subject to the provisions of this agreement, the assets and liabilities of the William Penn and American Hungarian will be blended, and merged, and the business of the two societies shall be continued under the name of the William Penn Association in accordance with its charter and by-laws.

b) Each of the parties shall execute and deliver such additional instruments necessary to fully carry

out the terms and conditions of this Agreement, including surrender of the American Hungarian charter.

c) The excess surplus of the American Hungarian not needed to equalize solvency ratios of the two societies as of December 31, 1979 will be determined no later than June 30, 1 980. This excess surplus will be utilized:

Firstly, to establish adequate reserves to provide American Hungarian members fully paid-up attained age eighty endorsements, and

Secondly, to provide each American Hungarian member, excepting those insured on the Juvenile Term plan or extended insurance, or those holding paid-up certificates whom American Hungarian has been unable to locate, additional paid-up death benefits of the same type as described in their original insurance certificate. The formula for this calculation will be as mutually agreed upon by the actuaries of American Hungarian and William Penn.

The solvency ratio of each society shall be determined by dividing Item 26 on Page 2 by Item 26 on Page 3 of the 1979 Annual Statement Blank prescribed by the National Association of Insurance Commissioners.

d) That the William Penn shall issue no later than three months following the date this Agreement is approved by the Insurance Commissioner of the Commonwealth of

OFFICIAL NOTICE

Complying with the by-law provisions of the WILLIAM PENN FRATERNAL ASSOCIATION SCHOLARSHIP FOUNDATION, INC., I hereby issue call for the regular ANNUAL MEETING OF MEMBERS for Friday, May 23, 1980 at 7:00 P.M. in Stouffers Inn, Dayton, Ohio.

Purpose of the meeting is to elect Directors and to transact any other business which may properly come before the meeting. All Scholarship Foundation members who have paid their dues through December 31, 1979 are eligible to attend the meeting with full voting rights.

All Branches of William Penn Association which have paid their dues through December 31,1 979 may send one representative to the annual meeting. Branch Managers are requested to notify Albert J. Stelkovics, Secretary, William Penn Fraternal Association Scholarship Foundation, Inc., 429 Forbes Avenue, Pittsburgh, Pa. 15219 of the name of the Branch representative and the name of an alternate representative also.

Elmer Charles, President

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