William Penn Life, 2007 (42. évfolyam, 1-12. szám)
2007 / Különszám
f. Finance Committee The By-Laws (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 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, and National Auditing Committee Members, and present Alternate Directors. (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, as appointed and deemed appropriate by 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 Article 26, 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; provided, however, that the National Vice President-Secretary and the National Vice President-Treasurer shall each have a vote on all Committees to which each is appointed, except as otherwise determined by the Board. c. The General Counsel shall be appointed by the Board. The General Counsel shall handle all litigation assigned to him or her, 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. The General Counsel shall have a voice but not a vote at any Board or Committee meeting. The General Counsel shall submit a written report on his or her 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. Section 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 on reasonable notice 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. Section 310. UNANIMOUS CONSENT -Any action required or permitted to be taken at a meeting of the Board or any Committee of the Association may be taken without a meeting if, either prior to or subsequent to the action, a consent in writing setting forth the action so taken shall be signed, either in writing or electronically (if verified), by all of the Directors or Committee members, as the case may be, who would be entitled to vote at a meeting for such purpose. Such consent shall be filed with the National Vice President-Secretary of the Association, and shall be valid as a corporate action as though it had been authorized at a meeting of the Board or such Committee. Section 311. TELEPHONE PARTICIPATION - One or more Directors or Committee members shall be considered present and may participate in any meeting of the Board or any Committee of the Association, as the case may be, by means of any communications equipment whereby all persons in the meeting can hear each other. Section 312. CONFLICT OF INTEREST - It shall be unlawful for any Director or any Committee member to vote or otherwise influence or act in any manner in which he or she may have, directly or indirectly, a personal interest which may be used by him or her in a manner adverse to the interest of the Association. Any such Director or Committee member violating the provisions of this Section may be suspended or removed under the applicable provisions of these By-Laws. No Director shall enter into or maintain a contract as a Full-Time Agent or General Agent during his or her term of office with the Association. ARTICLE 4 - THE CORPORATE OFFICERS Section 401. THE CORPORATE OFFICERS OF THE ASSOCIATION 34 William Penn Lile, Special Convention Edition, December 2007
