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

1983-04-01 / 2. szám

b) Subject to the provisions of this Agreement, all assets and all liabilities of the WILLIAM PENN and KNIGHTS 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.

c) The KNIGHTS will execute and deliver any required deeds and assignments for real and personal property including properties for wholly owned subsidiaries and such additional instruments necessary to fully carry out the terms and conditions of this Agreement, including surrender of the KNIGHTS Charter.

d) The solvency ratio of each Society shall be determined by dividing Item 28 on Page 2 by Item 26 on Page 3 of the 1982 Annual Statement form prescribed by the National Association of Insurance Commissioners.

The WILLIAM PENN agrees that in event its Actuary or Pennsylvania Insurance Department determines that the KNIGHTS reserves are insufficient to cover the liabilities on its certificates, the WILLIAM PENN will assume the deficiency and set aside sufficient funds from its surplus to satisfy the deficiency.

e) 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 Pennsylvania, an Assumption Certificate to each member of KNIGHTS in good standing, acknowledging membership in the WILLIAM PENN together with all rights and privileges incident thereto, and that the WILLIAM PENN assumes and will pay all contractual benefits to which such member or his lawful beneficiary is entitled as provided therein.

5) The parties further agree that all application forms, medical examination forms, warranties, reinstatements, waivers, books of account, records, contracts and certificates pertaining to KNIGHTS members, shall continue in effect.

6) After the approval date of this merger, every former member of KNIGHTS shall have equal rights with all WILLIAM PENN members subject to the terms of his or her certificates, and subject to the terms of this Agreement, the WILLIAM PENN By-Laws and any amendments thereto.

7) Dividends will be credited from January 1, 1985 for former KNIGHTS members on each certificate anniversary date as provided in the WILLIAM PENN dividend formula, for like Mortality Tables and interest assumptions.

8) The parties agree that all subordinate branches of KNIGHTS shall have the right to maintain their autonomy as former KNIGHTS branches of the WILLIAM PENN and the WILLIAM PENN further agrees to foster, continue and provide support for their fraternal and religious programs on the same basis as WILLIAM PENN branches under WILLIAM PENN Board rules. The WILLIAM PENN further agrees to pay to former KNIGHTS branches all of their branch dues collections and to the St. George Home all home dues or assessments collected.

All branches shall have the right to control and manage their funds and assets including any trust or district funds established for specific purposes subject to the WILLIAM PENN By-Laws and Board rules.

Funds resulting from the sale of capital assets or funds not allocated or budgeted for use within a reasonable time or funds held by a branch which has become inactive, must be deposited at the Home Office to be held in an escrow account for the branch to be paid over on request under rules established by the Board of Directors.

9) Local branch secretaries and promoters of KNIGHTS may become part-time fieldworkers for the WILLIAM PENN.

10) The WILLIAM PENN agrees that by virtue of this Agreement, John F. Kenawell shall be a full-time appointed officer with the title of Executive Vice-President and member of its Board of Directors imtil December 31, 1987, at a salary not less than his present salary as Supreme President of the KNIGHTS plus fringes, insurance and pension benefits he now enjoys. His duties shall be established by the Board of Directors from time to time.

The WILLIAM PENN further agrees to support his election as President of the Mount St. George Land Company, Knights of St. George Home and Mount St. George Cemetery Association and to assign him:

a) To supervise the operations of the Knights of St. George Home, Land Company and Cemetery Association,

b) Such other duties required in the operation of the merged society.

11) The WILLIAM PENN further agrees to employ Fred Maitz, full-time until December 31, 1987 and Peter Kuhn, full-time until July 1, 1984 or permit voluntary early retirement with severance pay equal to the balance of one year’s salary or salary to the end of their respective terms, whichever is less, at not less than their present salaries, plus fringes, insurance and pension benefits, as presently funded.

12) The WILLIAM PENN agrees to add one additional member to its Board of Directors to be appointed by the KNIGHTS Board who shall serve as Director until the close of the 1987 WILLIAM PENN Convention.

In the event the former KNIGHTS members are unable to serve or a vacancy arises for any reason, the vacancy shall be filled at the call of the National President from the list of alternates furnished by the KNIGHTS Board. They shall have all benefits of the office but shall not be members of the Board Annuity Plan.

The two former KNIGHTS Directors will also be members of the Board of the William Penn Fraternal Association Scholarship Foundation, Inc.

13) MOUNT ST. GEORGE LAND COMPANY

It is agreed between the parties that the By-Laws of the “Land Company” will be amended to establish a joint five (5) member board with two former KNIGHTS members who are the two members of the William Penn Board, to serve until December 31, 1987, together with three (3) WILLIAM PENN Board members.

The KNIGHTS has disclosed to the WILLIAM PENN that it has been negotiating sale of coal rights owned by the Land Company. It is agreed that any coal royalties received