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

1996-01-01 / 1. szám

Page 10, William Penn Life, January 1996 4 - By-Laws of the Association c. The General Counsel shall be appointed by the Board. The General Counsel shall handle all litigation assigned to him, and, as necessary, shall prepare and/or approve contracts, leases, and other legal instruments. The General Counsel shall furnish written legal opinions at the request of the Board. When invited, the General Counsel shall attend Board and Committee meetings, where he shall have a voice but not a vote. The General Counsel shall submit a written report on his activities at each regular Board meeting. The Board may retain special counsel of its own choosing or may request the General Counsel to do so on its behalf. 309 - BOARD MEETINGS 1. The Board shall meet quarterly, for as many days as needed in regular session at a place designated by the Board. Two-thirds (2/3) of the Board shall constitute a quorum. Special meetings shall be held as determined by the Board on call of the Chairman or on written request by any six (6) Directors filed with the National Vice President-Secretary. 2. In the event that a quorum is not present at a regular meeting of the Board, or a properly called special meeting, the Directors present may adjourn until a time at least twenty-four (24) hours later without notice other than an announcement made at the meeting being adjourned. In the event that less than a quorum is present at any meeting following such adjourn­ment, the Directors then in attendance shall constitute a quorum for the transaction of any business that could properly have been transacted at the meeting originally called provided at least six (6) Directors are present. ARTICLE IV Section 400 - THE CORPORATE OFFICERS 401 - THE CORPORATE OFFICERS OF THE ASSOCIATION 1. The corporate officers of the Association shall be: National President, National Vice President-Secretary, Nation­al Vice President-Treasurer, and such other Vice Presidents as the Board shall deem necessary, but not more than two (2); provided, however, the offices of National Vice President- Secretary and National Vice President-Treasurer may be held by the same person. 2. The above-mentioned offices shall be deemed full time and the officeholder shall not, unless approved by the Board, engage in any other occupation, whether compensated or not, during the hours stipulated by the Board for full time employees. 402 - TERM OF OFFICE All National Officers shall serve in accordance with these By-Laws and at the pleasure of the Board; provided, however, the term of any National Officer shall end no later than the next Regular Session of the General Convention. 403 - OFFICE OF THE NATIONAL PRESIDENT The National President is the Chief Executive Officer and official representative of the Association. The National Presi­dent shall: 1. Generally supervise the Home Office, the Sales Depart­ment, and their employees; sign and execute in the name of the Association, when authorized, all deeds, mortgages, bonds, contracts and other instruments; and sign membership certifi­­cates/policies; handle all matters not specifically under the jurisdiction of any other National Officer; be one of the guardians of the safe-deposit box for the securities of the Association; and approve the Association’s annual statement. 2. The National President may co-sign checks and disburse­ments provided that all checks and disbursements are also co-signed by one of the following: the National Vice President- Secretary, the National Vice President-Treasurer, or an em­ployee of the Association so authorized by the Board. 3. Employ and discharge all Home Office employees when approved by the Administration Committee. 4. Be responsible for the execution of all decisions and policies adopted by the General Convention, the Board, and Executive Committee. 5. Provide direction for the cultural, fraternal and social activities of the Association as approved by the Board. 6. Oversee Branch activities. 7. Furnish the Board with a monthly report of his activities. 8. Plan and prepare, under the direction of the Board, for Regular Sessions of the General Convention and for any Special Sessions that may be called. 9. Make a full and complete written report of all trans­actions at every regular meeting of the Board. 10. Be a member of all committees. 11. Perform all other duties customarily performed by the President of a corporation. 404 - OFFICE OF THE NATIONAL VICE PRESIDENT-SECRETARY The National Vice President-Secretary is the Chief Admini­strative Officer of the Association and an official representa­tive of the Association. He shall perform the following duties: 1. Be responsible for and keep and maintain all the official records of the Association, the Board, the Standing Commit­tees of the Association, and all other committees provided herein, except such records as are specifically maintained by other officers of the Association. Copies of said records shall also be on file in the National Vice President-Secretary’s office. 2. Read or cause that person appointed by the Chairman of the Board to read, at all meetings of the Board and Standing Committees, all communications and other documents coming before the Board or Standing Committees, except reports of other committees which may be read by the Chairman or any other member thereof. 3. Make full and complete reports, in the manner and time required by the state insurance departments and all other government agencies having jurisdiction over any of the affairs of the Association, together with the National Vice President- Treasurer. 4. Be custodian of the Official Seal of the Association and sign all official documents of the Association requiring his signature, affixing thereto the seal of the Association when necessary. He shall prepare and certify under the seal of the Association, all copies of books, records and all other documents of the Association, or portions thereof, which may be required for any purpose. 5. Direct and supervise the Underwriting and Accident and Health Departments, sign membership certificates/policies and maintain complete individual records of members and direct the preparation of statistical and membership data by the computer operations. 6. Determine the validity of claims. 7. The National Vice President-Secretary may co-sign checks; provided that all checks shall also be co-signed by one of the following: the National President, the National Vice President-Treasurer (provided that that office is held by some person other than the National Vice President-Secretary), or another employee of the Association so authorized by the Board. 8. Perform jointly with the National Vice President-Treas­urer all of the duties of the National President in his absence, disability or inability to act. 9-. Perform all other duties customarily performed by the Secretary of a corporation and perform such other duties as may be assigned to him by the National President, the Board or Executive Committee, and all other duties imposed upon him elsewhere in these By-Laws. 405 - OFFICE OF THE NATIONAL VICE PRESIDENT-TREASURER The National Vice President-Treasurer is the Chief Financial Officer of the Association and an official representative of the Association. He shall perform the following duties: 1. Prepare, make and maintain such records and reports as may be required of him by the Board. 2. Be the custodian of funds and securities of the Asso­ciation. 3. Deposit, to the sole credit of the Association, all funds belonging to the Association in depositories approved by the Board. 4. Be the custodian of all the supplies, furniture, fixtures and other personal property belonging to the Association. 5. Make full and complete reports, in the manner and time required by the state insurance departments and all other government agencies having jurisdiction over any of the affairs of the Association, together with the National Vice President- Secretary. 6. Prepare statements of the Association’s income and disbursements. 7. Keep separate accounts of all funds of the Association and furnish monthly to the National President and the National Vice President-Secretary statements showing the balances on hand for the month being reported. 8. Prepare and pay all checks, drafts or other orders drawn on the Association, which are duly approved and made in such manner as shall be prescribed by the Board, and file and keep all such checks, drafts and other orders paid by him as the Board and/or National President shall direct. The National Vice President-Treasurer may co-sign checks, provided that all checks are also co-signed by one of the following: the National President, the National Vice President-Secretary (provided that that office is held by some person other than the National Vice President-Treasurer), or any employee of the Association so authorized by the Board. 9. Administer insurance coverage of the Association and its properties. 10. Supervise the accounting personnel and direct the preparation of accounting and financial data by the computer operations. 11. Make purchases and sales of securities and properties as authorized by the Finance Committee or Board. 12. Control and handle in the presence of another National Officer or Board designee all securities of the Association kept in the safe-deposit box. 13. Prepare and maintain payroll records, compute and submit payroll taxes and reports to the respective regulatory bodies. 14. Perform jointly with the National Vice President- Secretary all duties of the National President in his absence, disability or inability to act. 15. Perform all other duties customarily performed by a Treasurer of a corporation and assigned to him by the National President, Board or Executive Committee and all other duties imposed upon him elsewhere in these By-Laws. 406 - OFFICE OF THE VICE PRESIDENT The Vice Presidents shall perform such duties as the National President or Board may assign; provided, however, that no duty may be assigned to any of them that has been specifically delegated to others pursuant to the provisions of these By-Laws. ARTICLE V Section 500 - HOME OFFICE ADMINISTRATION 1. BUSINESS OF THE ASSOCIATION The business of the Association shall be conducted by the National Officers through departments known as the Presi­dent’s Department, the Secretary’s Department, and the Treasurer’s Department. 2. JURISDICTION The jurisdiction of the National Officers over each department and their powers and duties are set forth in these By-Laws or shall be fixed by the Board. 3. CONFLICTS OF INTEREST It shall be unlawful for any National or Branch Officer, or employee of the Association, whose duty it may be to purchase anything of value for the Association, or the discharge of whose duty to the Association may result in liability on the part of the Association, to vote, recommend, or otherwise influence any of the foregoing acts with regard to any person he may be related to by blood or marrige, or in which he may have, directly or indirectly, a personal interest, which may be used by him in a manner adverse to the interest of the Association. Any National or Branch officer violating the provisions hereof may be suspended or removed under the applicable provisions of these By-Laws, and, if an employee of the Association, may, in addition to suspension, be discharged. 4. DISQUALIFYING OCCUPATIONS No person who becomes, or was within the four (4) years immediately preceding the latest General Convention, an officer of, or holder of a position of trust with, any other fraternal benefit society or life insurance company shall be eligible to become or remain a National or Branch Officer or a Director of the Association or any of the subordinate bodies or to be a Delegate to the General Convention; provided, however, the foregoing shall not be construed as disqualifying any person who is an attorney, actuary, certified public accountant or physician occasionally retained or temporarily employed by any such life insurance company; provided further, that nothing in this Subsection 4 shall prevent any person from serving as a National or Branch Officer or as a Director or alternate Director or as an Auditing Committee member or alternate Auditing Committee member or as a member of the National Advisory Committee of the Associa­tion or as a Delegate or alternate Delegate to the General Convention pursuant to a merger agreement between the Association and any alliance, fellowship, or society in the United States having similar aims to those of the Association. The Board shall have the authority to waive the four year disqualification with regard to electing any National Officer. 5. EXECUTION OF CONTRACTS a. Authority. The National President, National Vice President-Secretary, or National Vice President-Treasurer of the Association shall have full power and authority to execute

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