William Penn Life, 1983 (18. évfolyam, 1-4. szám)
1983-04-01 / 2. szám
1 by the Land Company will be allocated 50% to the Home Association to be paid into an Endowment Trust Fund to maintain the St. George Home and 50% to the WILLIAM PENN to reimburse it for any losses incurred on KNIGHTS business during the first five years of operation of the merged society. Thereafter, any excess and all royalties will be paid into the Endowment Trust Fund. 14) KNIGHTS OF ST. GEORGE HOME It is agreed between the parties that the By-Laws of the “Home Association” will be amended to establish a five (5) member Joint Board with two (2) former KNIGHTS members, who are the two members of the William Penn Board, and three (3) WILLIAM PENN members to serve until December 31, 1987. The WILLIAM PENN agrees to fund expenses of maintaining the operation of the Home in an amount not to exceed $60,000.00, excluding Home Dues, annually through December 1987. Funding thereafter, will be established by the WILLIAM PENN Board on an equitable basis so that its operation will continue on a sound business basis. 15) MOUNT ST. GEORGE CEMETERY ASSOCIATION It is agreed between the parties that the By-Laws of the Cemetery Association will be amended to establish a joint Board of Directors with five (5) members consisting of two (2) former KNIGHTS members, who are the two William Penn Board members, and three (3) WILLIAM PENN members to serve until December 31, 1987. 16) The WILLIAM PENN also agrees to pay the expenses of meetings and travel for Board members of subsidiaries under William Penn Board rules. 17) The WILLIAM PENN agrees to retain as many former KNIGHTS employees required, to manage the business of the merged society in an efficient business-like manner. 18) The WILLIAM PENN hereby acknowledges KNIGHTS scholarship awardees and agrees to grant them scholarships on the same basis as WILLIAM PENN Fraternal Awardees from its William Penn Fraternal Association Scholarship Foundation, Inc. 19) The parties agree that the Employee Pension Plans of the KNIGHTS and the WILLIAM PENN shall be continued as separate entities until such time as the ratio of surplus to liabilities of the KNIGHTS portion of the total business of the merged society, is equal to the ratio of surplus to liabilities of the Association on the effective date of this Agreement. At such time, the Employee Pension Plan of the KNIGHTS shall be changed to provide benefits for the then active participants comparable to those of the WILLIAM PENN and the two plans shall be consolidated into one plan. 20) The WILLIAM PENN, in so far as permitted by law, agrees to indemnify and save harmless each officer and director of the KNIGHTS now serving or who has served it or any of its subsidiaries in the past as an officer, director or employee, trustee or agent at the request of the KNIGHTS whether or not in office, except in relation to matters as to which such officer, director, or employee shall have been guilty of gross negligence or bad faith from and against any and all claims, liabilities, penalties, forfeitures and fines to which such individual may be or become subject by reason of having served in any capacity. Said indemnification shall include the cost of reasonable settlements made with the approval of a majority of the directors then in office of the WILLIAM PENN. In addition, the WILLIAM Penn shall either reimburse each such officer or director for all legal or other expenses reasonably incurred in the defense of any proceeding to enforce or collect any such claim, liability, penalty, forfeiture or fine, or shall assume the burden of such defense whichever the WILLIAM PENN shall elect to do. 21) The WILLIAM PENN agrees to seat John F. Kenawell and the former KNIGHTS board member, who are WILLIAM PENN Board Members by virtue of this Agreement, as voting delegates at the 1983 WILLIAM PENN Convention. In addition, the WILLIAM PENN will recognize and seat three additional KNIGHTS from its Supreme Board as non-voting delegates. 22) It is agreed that all reasonable and proper expenses directly or indirectly incurred in effectuating this merger shall be payable out of the merged assets of the societies, including but not limited to the expenses of officers, board meetings, actuarial and legal. 23) It is agreed by and between the parties that the laws of the Commonwealth of Pennsylvania shall apply to the construction of every part of this Agreement, and the meaning of the words and phrases herein whether this Agreement was executed within the Commonwealth of Pennsylvania or any other jurisdiction. 24) The Officers and Board of Directors of KNIGHTS and WILLIAM PENN are authorized and directed to make any changes in form or subject matter not substantive in nature to comply with recommendations or directives made by the Insurance Commissioner of the Commonwealth of Pennsylvania. 25) All notices to members may be given by mailing such notices in the United States Postal Service, with postage prepaid, to the last known post office addresses of the members as shown by the records of the society on the date of mailing or publication in the official publication and proof of mailing of any notice shall be conclusive of its receipt by the addressees. IN WITNESS WHEREOF, THE WILLIAM PENN ASSOCIATION and the CATHOLIC KNIGHTS OF ST. GEORGE pursuant to Resolutions approving this Agreement duly adopted, authorize, empower and direct, the National President, the National Secretary, the Supreme President and Acting Secretary respectively, to execute this Agreement and affix the seals of said societies this day of___________, 1983, intending to be legally bound hereby. ATTEST: GUS G. NAGY National Secretary WILLIAM PENN ASSOCIATION ELMER CHARLES National President ATTEST: FRED MAITZ Acting Secretary CATHOLIC KNIGHTS OF ST. GEORGE JOHN F. KENAWELL Supreme President 8
