Magyar Hiradó, 1976. január-június (68. évfolyam, 1-26. szám)

1976-01-22 / 4. szám

16. ÖLJ)AL

MAGYAR HÍRADÓ

OFFICIAL NOTICE:

TO ALL ST. GEORGE CATHOLIC UNION MEMBERS FROM SUPREME PRESIDENT ANDREW FOHL

RE: ST. GEORGE CATHOLIC UNION MERGER WITH WILLIAM PENN ASSOCIATION

To comply with the Fraternal Law, we publish herewith the full text of the Merger Agreement between WILLIAM PENN ASSOCIATION, Pittsburgh, Pa. and ST GEORGE CATHOLIC UNION,

Perth Amboy, New Jersey.

All members are requested to read the Merger Agreement.

MERGER AGREEMENT

MADE THIS .......day

of—,1975, by and between the WILLIAM PENN ASSOCIATION, a non-profit benefit corporation under the laws of the Commonwealth of Pennsylvania, and having its office and principal place of business in the City of Pittsburgh, County of Allegheny in said Commonwealth, and acting herein by ELMER CHARLES, its National President, and ALBERT J. STELKOVICS, its National Secretary, hereinafter referred to as “WILLIAM PENN”

AND

ST. GEORGE CATHOLIC UNION of Perth Amboy, New Jersey, a fraternal insurance association organized and existing under the laws of the State

of New Jersey, having its office

•/

and principal place of business in the City of Perth Amboy, State of New Jersey, acting herein by ANDREW FOHL, its Supreme President, and HELEN DUSKA, its Supreme Secretary- Treasurer, hereinafter referred to as "ST. GEORGE.”

WITNESSETH:

WHEREAS, the William Penn Association was organized and incorporated under the provisions of the Act of General Assembly of the Commonwealth of Pennsylvania entitled "An Act to Provide for the Incorporation and Regulation of Certain Corporations", approved the 29th day of April, A.D. 1874, and its supplements and amendments in the County of Luzerne, Commonwealth of Pennsylvania, on November 29, 1886; and

WHEREAS, the St. George Catholic Union of Perth Amboy, New Jersey was chartered on May 10. 1914.

WHEREAS, the respective officers of William Penn and St. George have met from time to time to explore the possibility of merging the two societies and it now appears that the interests of the members of both Associations can best be served by merging the St. George into the W illiam Penn, and

WHEREAS, the laws of the Commonwealth of Pennsylvania and the State of New Jersey relating to fraternal benefit societies authorize and permit a merger and prescribe the methods and conditions under which it may be accomplished;

NOW, THEREFORE, in

consideration of the foregoing recitals and the mutual promises and covenants herein contained and other valuable considerations hereinafter stated, the William Penn and St. George do agree as follows:

(1) That William Penn and St. George merge under the terms and conditions hereinafter stated, and that this Merger Agreement be submitted to the respective Insurance Commissioners of the Commonwealth of Pennsylvania and the State of New Jersey for approval.

(2) That following approval of this Merger by the respective Insurance Commissioners of the Commonwealth of Pennsylvania and State of New Jersey, this Agreement shall be in full force and effect.

(3) This Agreement is made and executed pursuant to authority granted in a Resolution duly adopted by the Board of Directors of William Penn on... December 15. 1975. at a regular meeting duly called, on roll call vote, fifteen voting aye and nont voting nay.

absent, being all of the Directors entitled to vote. It is also made pursuant to authority granted in a Resolution approved and adopted by the Board of Directors of St. George at a regular meeting held in Perth Amboy, New Jersey, on November 2, 1975 by roll call vote with seven ayes, three nayes, and with no Directors absent, out of a total of ten Directors entitled to vote.

(4) The Charter of William Penn Association, a Pennsylvania Corporation, shall be retained as a Charter of the merged society, which Charter is recorded in the recorder’s Office of‘ Allegheny County, Pennsylvania.

(5) It is agreed that the nature or character of the business which the W illiam Penn Association shall transact is the operation and conduct of a fraternal benefit society with a supreme governing body, other organs of government and subordinate branches.

(6) The assets and liabilitieof the William Penn and St. George will be blended, merged and conveyed to the merged society, and the business of the two societies shall, after the effective date of this Agreement, be continued under the name of the W illiam Penn Association in accordance with its Charter and By-Laws.

(7) Upon this Agreement becoming effective, the William Penn agrees to faithfully carry out all obligations and discharge all liabilities of St. George under its certificates and otherwise in conformity with the laws of the State of New Jersey. The said William Penn shall thereafter conduct its business as though the members of the merged society had originally made application for membership in the said William Penn.

(8) After the date of this merger, every former member of St. George shall have equa. rights with all William Penn members subject to the terms of his or her certificate, and subject to the terms of this Agreement, the William Penn By-Laws and any amendments thereto.

(9) The parlies hereto agree,

that the W illiam Penn shall issue an assumption certificate or rider to each member of St. George in good standiCg,

acknowledging membership in the William Penn together with áll rights and privileges incident thereto. and all certificate benefits to which such member or his lawful beneficiary is entitled as provided herein.

(10) AlT subordinate branches of the St. George Catholic Union shall be merged into one branch, assigned A William

Penn branch number, and all servicing shall be through that branch with a temporary office being maintained at the present St. George Catholic Union Home Office location.

(11) The parties further agree

that all application forms, medical examination forms,

warranties, reinstatements, waivers, books of accounts,

records, contracts and certificates pertaining to the members

hall continue in effect.

(12) Present full and part-time Officers, Directors and Auditors of St. George Catholic Union will constitute an Advisory Committee of William Penn for a four year period. The President of St. George Catholic Union will become an Advisory Board Member of the William Penn Board with the same honorarium, per diem and travel expenses as provided for W illiam Penn Directors.

(13) On the effective date of the merger, excess surplus of St. George Catholic Union not needed as a margin of safety will be credited to St. George Catholic Union members proportionately, not in cash, but in paid-up death benefits of the same type provided by their insurance certificates, however the cash surrender value of these paid-up benefits will not be available for two years following the effective date of the merger.

(14) Commencing with the date of merger, dividends will be accumulated for St. George Catholic Union members and credited on each certificate anniversary date.

(15) It is agreed that all reasonable and proper expenses directly or indirectly incurred in

furtherance of effectuating this melger shall be payable out of the merged assets of the societies. including, but not limited to the expenses of the Advisory Committee, Officers, board meetings, actuarial and legal.

(16) It is agreed by and

between the parties t ft a t the laws

. ' .

of the Commonwealth of Pennsylvania shall apply tó the construction of every part of this Agreement, and the meaning of the words and phrases herein whether this Agreement was executed within the Commonwealth of Pennsylvania or any other jurisdiction.

(17) The Officers and Board of Directors are authorized and directed to make any changes in form or subject matter not substantive in nature to comply with recommendations or directives made by the Insurance Commissioners of either state.

IN WITNESS WHEREOF, the WILLIAM PENN ASSICIATION and the ST. GEORGE CATHOLIC UNION of Perth Amboy, New Jersey, pursuant to resolutions duly adopted, authorized, empowered and directed, the National President, the National Secretary, the Supreme President and Supreme Secretary-Treasurer, respectively, to execute this Agreement and affix the seals of the societies hereto, do hereby execute this Agreement and affix the seals of said

societies this .......day of .............

1975, intending to be legally bound hereby.

WILLIAM PENN ASSOCIATION

Elmer Charles National President

ATTEST:

Albert J. Stelkovics National Secretary

ST. GEORGE CATHOLIC UNION

A ndrew Fohl Supreme President

ATTEST:

Helen D uska

Supreme Secretary-Treasurer

none