William Penn Life, 2007 (42. évfolyam, 1-12. szám)
2007 / Különszám
The By-Laws by Certified Mail, Return Receipt requested, or overnight courier, with evidence of receipt, 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 or her ballot within thirty (30) days from the date of the mailing of said notice. Unretumed 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 a 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 3 - THE BOARD OF DIRECTORS Section 301. MEMBERS - The Board is comprised of (a) the Directors elected at the General Convention from among the Delegates thereto and (b) the National President. Section 302. NUMBER, TERM AND QUALIFICATIONS OF DIRECTORS - There shall be no less than eight (8) and no more than fourteen (14) Directors and no less than eight (8) and no more than fourteen (14) Alternate Directors elected at the General Convention for a term of four (4) years, and they shall assume office upon their election and installation. The actual number of such Directors shall be determined by a resolution of the Board. 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. The candidates for Director receiving the highest number of votes at the General Convention shall be the duly elected Directors. A candidate for Director who is not elected shall be eligible to run for election as an Alternate Director at the same General Convention. In a separate and subsequent election at the General Convention, the candidates for Alternate Director receiving the highest number of votes shall be the Alternate Directors for such term. In the event of any tie vote for Director or Alternate Director if required for the final remaining positions, such election shall be decided by a separate and subsequent election at the General Convention. Each nominee for Director or Alternate Director may declare himself or herself for both or either of the positions of Director and Alternate Director, as the case may be, and may be a candidate for both Director and Alternate Director on each of the two separate elections at such General Convention. To serve on the Board, each Director or Alternate Director must qualify as a Delegate, and must also not have attained the age of seventy (70) years on January 1 of the calendar year of such General Convention commencing with the Thirty-Seventh General Convention in 2011. Section 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 a quorum of the Board on a second ballot. Section 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 or a Vice Chairman. The Chairman of the Board and, in his or her absence, any Vice Chairman shall preside over all meetings of the Board. 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. Section 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 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. Section 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 investments and securities of the Association. 32 William I'eni Life. Special Convention Edition, December 2007
