William Penn Life, 2016 (51. évfolyam, 1-12. szám)

2016 / Különszám

WILLIAM PENN ASSOCIATION BY-LAWS

eral 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 7 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 may fill such vacancy as herein provided.

2. Upon the determination by the Board that a vacancy exists, the Board, by majority vote, may 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 Chair and two (2) Vice Chair from among its members; however, the National President shall not be the Chair or a Vice Chair. The Chair elected by the Board shall be limited to a term of four (4) consecutive years; provided, however, that in the event of the death, resignation or incapacity or inability to act of the Chair, the Board shall have the power, in its sole discretion, to declare that a vacancy exists and to fill such vacancy by majority vote.

2. The Chair of the Board and, in his or her absence, any Vice Chair shall preside over all meetings of the Board; provided, however, that if both Vice Chair shall wish to so preside, the Board shall decide by majority vote which Vice Chair shall so preside. The Board shall also appoint a Secretary of the Board, who need not be a Director, to record its proceedings.

3. The Chair 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 - Notwithstanding any other powers conferred by this Article and these By-Laws and without prejudice to the other powers conferred by statute and by the Charter, 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. Elect the following officers: National President, National Vice President-Secretary, National Vice President- Treasurer, and any additional Vice Presidents, who shall serve in accordance with the provisions of these By-Laws.

4. Have power to remove from office any National Officer or Vice President of the Association.

5. Have power to fill any vacancy in office during the interim between meetings of the General Convention.

6. 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.

7. Approve the salaries or compensation, travel allowance, retirement 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.

8. Establish policies and rules to administer the business, fraternal and social affairs of the Association at the Home Office and its Branches.

9. Appoint and relieve members of the National Advisory Committee.

10. Amend these By-Laws, except as restricted under Article 18 hereof.

Section 307. BOARD MEETING PROCEDURE - The

order of procedure for Board meetings shall be established by the Board.

Section 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, National Vice President-Treasurer, and any other Vice President as appointed by the Chair of the Administration Committee. The National President shall be Chair.

(ii) The Administration Committee shall supervise the day-to-day operations of the Association.

(iii) The Administration Committee shall authorize and cause issuance of all forms of benefit certificates, establish limits of protection, fix non-medical limits, and establish the rules for beneficiaries.

26 0 Special Convention Edition0 January 2016 0 William Penn Life