William Penn Life, 1970 (5. évfolyam, 1-4. szám)

1970-08-01 / 3. szám

WHEREAS, the Charter of American Life has not been cancelled nor forfeited under the laws of the State of Connecticut; and

WHEREAS, the William Penn Fraternal Association has supported litigation in the State and Federal Courts in Ohio to preserve the assets of American Life for its members; and

WHEREAS, the respective Boards of William Penn and American Life 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 American Life into the William Penn; and

WHEREAS, the laws of the Commonwealth of Pennsylvania and the State of Connecticut 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 American Life do agree as follows:

1. That William Penn and American Life 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 Connecticut for approval.

2. That following approval of this Merger by the respective Insurance Commissioners of the Commonwealth of Pennsylvania and State of Connecticut, this Agreement shall be in full force and effeot.

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 June 8. 1970 at a regular meeting duly called, on a roll call vote, 14 voting aye and 0 voting naye, none being absent and one abstention, being all of the Directors entitled to vote.lt is also made pursuant to authority granted in a Resolution approved and adopted by the Board of Directors of American Life at a Special Meeting held at Bridgeport, Connecticut on by roll call vote

with ayes, naves,

and with Directors entitled to

vote. The certificate of the respective Secretaries certifying the voting of the Board Members is attached.

4. The Charter of William Penn Fraternal Association, a Pennsylvania Corporation, shall be retained as the 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 William Penn shall transact is the operation and conduct of a fraternal benefit society w'ith a supreme governing body, other organs of government and subordinate branches.

6. It is agreed by and between the parties that the American Life does hereby set-over and assign for value received all of its rights, title and interest in that certain Agreement dated December 10, 1962 between the American Life Insurance Association and the Investment Life Insurance Company, an Ohio Corporation entitled Reinsurance Agreement.

7. The assets and liabilities of the William Penn and American Life 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 William Penn Fraternal Association in accordance with its Charter and By-laws.

8. Upon this agreement becoming effective, the William Penn agrees to faithfully carry out all obligations and discharge all liabilities of American Life and otherwise in conformity with the laws of the States of Connecticut and Pennsylvania. 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.

9. After the date of this merger, every former member of American Life shall have equal rights with all William Penn Members, and the William Penn agrees to enroll as a member every American Life member who files the necessary application, subject to the terms of this Agreement, the By-laws and amendments thereto.

10. The parties hereto agree the William Penn shall issue an assumption or rider to each member of American Life membership in the William Penn together

with all rights and privileges incident thereto, and all certificate benefits, who complies with the following: 1) Is a member in good standing; 2) Has filed his application with the William Penn, and 3) paid the required premium.

11. Upon signing of the merger agreement and approval by the Insurance Departments of Connecticut and Pennsylvania the surviving and active Directors of American Life Board shall become and are hereby designated Advisory Board to the William Penn Board and as such shall attend two William Penn Board meetings annually until the next William Penn Convention in 1971. Its members will receive per diems of $40.00 and travel expenses with an annual honorarium of $750.00. The surviving and active members of the American Life Advisory Board, by virtue of this agreement are also appointed delegates with the right to attend the William Penn Fraternal Association 1971 September Convention with full delegate rights.

12. Upon signing and approval of the Merger Agreement and acquisition of the American Fund through a final Court Order, at the expiration of the appeal period, two members of the American life Advisory Board will be appointed or elected and seated together with two alternates, as William Penn Board Members, one Director and one Alternate to be appointed by the American Life Advisory Board and one Director and one Alternate to be appointed by the William Penn Board. All those to be named shall be from among the surviving members (with the exception of Mr. Stephen L. Segedy, who upon signing of this Agreement, surrenders his right to be a William Penn Board Member) of the American Life Advisory Board and they will serve until the close of the 1975 William Penn Convention.

13. Upon signing of the Merger Agreement and approval by the respective Insurance Departments, the members of the American Board are to be paid per diem fees for the January 31, 1970 and April 4, 1970 and subsequent meetings in accordance with American Life Board per diem of $40.00 per day and travel expenses without delay.

14. It is agreed by and between the parties that John P. Evans, counsel for the American Life and Albert Coles, Special Counsel, will be paid reasonable