William Penn Life, 1996 (31. évfolyam, 1-12. szám)

1996-01-01 / 1. szám

January 1996, William Penn Lifo Page 9 By-Laws of the Association - 3 by not less than two-thirds (2/3) of the Delegates qualified to attend the Special Session as provided in Section 208.1, or at the written request of the majority of the Branches. The call shall precede the opening of said Special Session of the General Convention by at least thirty (30) days, during which time any Delegate’s qualifications may be challenged pursuant to the same procedure as set forth in these By-Laws at Section 205.2, but subject to the following time limitations: a. All challenges to a Delegate’s qualifications shall be made within five (5) days after the call for a Special Session. b. Within five (5) days after the challenge is received, notice of the challenge shall be given to the challenged Delegate in writing. c. The Board shall give the challenged Delegate the opportunity to answer the challenge within ten (10) days after giving notice in the manner provided in Section 205.2(d). d. The Board shall make its decision as to whether or not the challenged Delegate is qualified at least five (5) days prior to the date of the Special Session. e. If the time limits are not adhered to in Section 208.2(a), (b) and (d), the challenge shall be dismissed and the Delegate shall be qualified to attend the Special Session. If the time limit is not adhered to in Section 208.2(c), the Board may render its decision without the challenged Delegate’s participation. 3. The Agenda of the Special Session of the General Convention is limited to the business stated in the call notice. 209 - CONVENTION ACTION BY MAIL If a matter arises between Regular Sessions of the General Convention that does not warrant a Special Session, the Board, by majority vote, shall order a referendum vote by mail. Each Delegate to the General Convention shall be sent an announce­ment by certified mail, which states the matter to be voted on in the form of a resolution, together with a ballot and any necessary explanations. Each Delegate is required to vote by mailing his ballot within ten (10) days from the date of the mailing of said notice. Unreturned ballots shall constitute an affirmative vote. Unless the Charter or these By-Laws should require otherwise, a majority vote shall be sufficient to adopt the Resolution, and, if adopted, the Resolution shall have the same force and effect as though it had been adopted at General Convention. Unless otherwise specified, such a resolution shall be effective on the date when the votes are tabulated and certified by the National Vice President-Secretary. The text of the resolution and the results of the voting shall be published in the earliest edition of the official publication of the Association following the vote. ARTICLE III Section 300 - THE BOARD OF DIRECTORS 301 - MEMBERS The Board is comprised of the Directors elected at the General Convention from among the Delegates thereto, and the National President. 302 - NUMBER AND TERM OF DIRECTORS There shall be twelve (12) Directors and twelve (12) Alternate Directors elected at the General Convention for a term of four (4) years, and they shall assume office upon their election and installation. Additional Board members may be appointed by virtue of a consolidation or merger. Directors shall hold office until their successors have been duly elected, qualified and installed. 303 - VACANCIES 1. Upon the death or resignation of a Director, or in the event of incapacity or inability of any Director to act (as opposed to a matter of discipline under Article VII of the By-Laws), the Board shall have the power, in its sole discretion, after investigation, with facts to be recorded in a confidential file, to declare that a vacancy exists and the Board shall fill such vacancy as herein provided. 2. Upon the determination by the Board that a vacancy exists, the Board, by majority vote, shall fill the vacancy from the list of Alternate Directors elected at the General Conven­tion. In the event no Alternate Director receives a majority of the votes, on the first ballot, the election shall be decided between the two (2) Alternate Directors who received the highest number of votes on the first ballot by the majority vote of the Board on a second ballot. 304 - BOARD OFFICERS 1. The Board shall elect its own Chairman and two (2) Vice-Chairmen, from among its members; however, the National President shall not be the Chairman. The Board shall also appoint a Secretary of the Board, who need not be a Director, to record its proceedings. 2. The Chairman of the Board and the National President shall be members of all committees. 305 - MANAGEMENT The Board shall be the governing body of the Association when the General Convention is not convened in Regular Session or Special Session. The Board shall administer the corporate powers of the Association; protect its Charter; construe the By-Laws of the Association; do any and all other things by it deemed advisable to carry out the objectives of the Association and not otherwise provided, reserved or prohib­ited by the By-Laws, and perform such other duties as may devolve upon it by the laws of the Commonwealth of Pennsylvania, the Charter and the By-Laws of the Association. 306 - POWERS AND DUTIES Without prejudice to the general powers conferred by this Article and other powers conferred by statute, by the Charter and by other provisions of these By-Laws, it is hereby expressly declared that the Board shall have the following specific powers: 1. Have full control of all the Association’s funds, invest­ments and property. 2. Designate all banks and depositories in which funds of the Association shall be deposited. 3. Designate corporate custodians to receive and hold for safe-keeping the investment securities of the Association. 4. Establish procedures for payment of claims and direct and control the payment thereof. 5. Have power to remove from office any National Officer of the Association. 6. Have power to fill any vacancy in office during the interim between meetings of the General Convention. 7. Elect the following officers: National President, National Vice President-Secretary, National Vice President-Treasurer, and no more than two (2) additional Vice Presidents, who shall serve in accordance with the provisions of these By-Laws. 8. Appoint such Advisors as required by these By-Laws and as the Board deems appropriate, all of whom shall serve at the pleasure of the Board. 9. Approve the salaries or compensation, travel allowance, pension and fringe benefits of all National Officers and employees, as recommended by the Compensation Committee and in connection therewith, to adopt appropriate compensa­tion, benefit and retirement plans. 10. Authorize and cause issuance of all forms of benefit certificates/policies, establish limits of protection, fix non­medical limits, and establish the rules for beneficiaries. 11. Establish policies and rules to administer the business, fraternal and social affairs of the Association at the Home Office and its Branches. 12. Appoint one or more editors for the official publication. 13. Appoint and relieve members of the National Advisory Committee. 307 - BOARD MEETING PROCEDURE The order of procedure for Board meetings shall be established by the Board. 308 - COMMITTEES AND ADVISORS 1. STANDING COMMITTEES All Standing Committees are subject to the authority of the Board. No Committee has the power to rescind or modify Board action. The business of the Association shall be administered through the following Standing Committees: a. Administration Committee (i) The Administration Committee shall be composed of the National President, National Vice President-Secretary, and National Vice President-Treasurer. The National President shall be chairman. (ii) The Administration Committee shall supervise the day-to-day operations of the Association. b. Auditing Committee (i) The General Convention shall elect six (6) Auditing Committee Members and three (3) Alternate Members from delegates of the General Convention for a term of four (4) years. Vacancies on the Committee shall be filled by the Board from the list of alternates elected at the General Convention. The term of office for members of the Auditing Committee shall commence upon their election and installation. The members of the Auditing Committee shall elect their own Chairman and Secretary, and meet semi-annually at the Home Office for as many days as needed. (ii) The Auditing Committee shall examine and audit records and vouchers of all receipts and expenditures, and shall file a report with the National President and the Chairman of the Board. The Auditing Committee shall make written findings and recommendations to the Board on an annual basis and more often, if necessary; and shall prepare and render a written report to the General Convention. c. By-J^aw Committee (i) The By-Law Committee shall be composed of the Chairman of the Board, the two Vice Chairmen, the National President, National Vice President-Secretary, National Vice President-Treasurer, and the General Counsel. (ii) The By-Law Committee shall review the By-Laws of the Association on an ongoing basis, and shall recommend amendments when appropriate. The committee shall also consider suggestions for By-Law amendments from appro­priate sources, and shall make its recommendations to the Board. d. Compensation Committee (i) The Compensation Committee shall be composed of the Chairman of the Board, the National President, and four (4) Directors appointed by the Board. The Chairman of the Board shall be chairman of the Compensation Committee. The other National Officers shall serve as consultants to the Compensation Committee. (ii) The Compensation Committee shall recommend the salaries or compensation, pension and fringe benefits of all National Officers and employees, subject to approval by the Board. e. Executive Committee (i) The Executive Committee shall be composed of the Chairman of the Board, the National President, the two (2) Vice Chairmen, and four (4) members of the Board, who shall be elected by the Board. The Chairman of the Board shall be chairman of the Executive Committee. The Executive Commit­tee shall meet at the call of the Chairman of the Board. (ii) The Executive Committee shall have and exercise all the powers of the Board in an active as opposed to a passive capacity when the Board is not in session; except the Executive Committee shall have no power (a) to initiate By-Law amendments, (b) to rescind or modify Board action, or (c) to exercise authority with respect to matters over which the Board has retained jurisdiction. The Executive Committee shall also perform such duties as are specifically delegated to it by the Board and shall have the power to authorize the seal of the Association to be affixed to all papers requiring a seal. f. Finance Committee (i) The Finance Committee shall be composed of the National President, National Vice President-Secretary and National Vice President-Treasurer. The National Vice Presi­dent-Treasurer shall be chairman. (ii) The Finance Committee shall develop the invest­ment policy of the Association and shall authorize and approve the purchase and sale of securities and properties by the National Vice President-Treasurer. g. National Advisory Committee (i) The Board may appoint the National Advisory Committee from among former National Officers, Directors, Auditing Committee Members, and Advisory Board Members and from among present alternate Directors and alternate Auditing Committee Members. (ii) The Board, as it deems appropriate, may appoint any other member of the Association to the National Advisory Committee. (iii) The members of the National Advisory Commit­tee shall serve at the pleasure of the Board and may be removed without cause. (iv) The National Advisory Committee shall meet and act only upon the request of the Board to make recommenda­tions regarding matters concerning the Association and its business. 2. ADVISORS a. The named Advisors to the Board are: National Vice President-Secretary, National Vice President-Treasurer, Vice Presidents, Sales Director, General Counsel, Special Counsel, Actuary, Medical Director, Fraternal Director, and Certified Public Accountant. The duties of those Advisors not elsewhere described in these By-Laws shall be established by the Board. b. All above-named Advisors, as well as those specified, described or designated in Definition 4 of Section 2600, may attend Board and Committee Meetings, without voting privi­leges, at the invitation of the Board or Committee and shall serve at the pleasure of the Board.

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