William Penn Life, 1983 (18. évfolyam, 1-4. szám)

1983-04-01 / 2. szám

OFFICIAL NOTICE

TO: ALL WILLIAM PENN ASSOCIATION MEMBERS.

RE: MERGER AGREEMENT BETWEEN WILLIAM PENN ASSOCIATION AND CATHOLIC KNIGHTS OF ST. GEORGE.

Your Board of Directors is pleased to announce that it has negotiated the terms of a Merger Agreement between the CATHOLIC KNIGHTS OF ST. GEORGE, a sister Pennsylvania fraternal society, with headquarters in Pittsburgh, Pennsylvania, and the WILLIAM PENN ASSOCIATION. Sixty days notice of the proposed Merger is required to be given to the members of both societies under the laws of the Commonwealth of Pennsylvania. No vote is required by the members. The entire text of the Merger Agreement is published in this issue for your information and review. It must be approved by a 2A vote by the delegates of both societies and then submitted to the Insurance Commissioner of Pennsylvania for his approval.

/Signed/ GUS G. NAGY National Secretary-Treasurer

MERGER AGREEMENT

MADE THIS_________day of___________, 1983 by

and between the WILLIAM PENN ASSOCIATION, a fraternal benefit society organized and existing under the laws of the Commonwealth of Pennsylvania, and having its office and principal place of business at 100 Wood Street, Pittsburgh, Pennsylvania, 15222, and acting herein by ELMER CHARLES, its National President and GUS G. NAGY, its National Secretary, hereinafter referred to as “WILLIAM PENN”,

AND

THE CATHOLIC KNIGHTS OF ST. GEORGE, a fraternal benefit society organized and existing under the laws of the Commonwealth of Pennsylvania, having its office and principal place of business at 709 Brighton Road, Pittsburgh, Pennsylvania, 15233, acting herein, by John F. Kenawell, its Supreme President and Fred Maitz, its Acting Secretary, hereinafter referred to as “KNIGHTS”.

WITNESSETH:

WHEREAS, the WILLIAM PENN ASSOCIATION was organized and incorporated under the provisions of the Act of General Assembly of the Commonwealth of Pennsylvania entitled “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 CATHOLIC KNIGHTS OF ST. GEORGE was organized in 1881, under the name of the Knights of St. George of the Diocese of Pittsburgh and Allegheny, Pennsylvania.

WHEREAS, the respective merger committees and officers of the WILLIAM PENN and KNIGHTS 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 societies can best be served by merging the KNIGHTS with the WILLIAM PENN, and

WHEREAS, the laws of the Commonwealth of Pennsylvania relating to fraternal benefit societies authorize and permit a merger and prescribe the procedures 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 KNIGHTS do agree as follows:

1) That the WILLIAM PENN and KNIGHTS merge under the terms and conditions hereinafter stated, and that 60 days notice of this proposed Merger Agreement be given to the membership of both societies by publication and be submitted for approval by the Directorate of the KNIGHTS through a mail referendum upon authorization by the Pennsylvania Insurance Commissioner, and be submitted for approval by the WILLIAM PENN delegates through a mail referendum and thereafter be submitted for approval to the Insurance Commissioner of the Commonwealth of Pennsylvania in compliance with the “Fraternal Benefit Society Code” 40 PS Section 1141-214 et seq.

2) The Charter of the WILLIAM PENN ASSOCIATION, a Pennsylvania Corporation with its By-Laws, shall be retained as the 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 as the merged society is the operation and conduct of a fraternal benefit society with a supreme governing body, a board of directors and subordinate branches.

4) That following approval of this Merger Agreement by the Insurance Commissioner of the Commonwealth of Pennsylvania, it shall be in full force and effect and the parties will consummate the Merger in the following manner:

a) KNIGHTS shall deliver to the WILLIAM PENN at its Home Office all of its assets, real, personal and mixed owned or controlled by the KNIGHTS wherever the same may be situate, together with their ledgers, books, files, computer and other financial, business and membership records. The assets will be valued in accordance with the accounting and valuation rules and requirements of the insurance laws of the Commonwealth of Pennsylvania.

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