William Penn Life, 1983 (18. évfolyam, 1-4. szám)
1983-04-01 / 2. szám
Minutes . . . (Continued from Page 25) KOSSUTH DAY AND HUNGARIAN INDEPENDENCE DAY in the Commonwealth. I urge all citizens to join with their Hungarian-American neighbors in commemorating the spirit of freedom represented by Lajos Kossuth. GIVEN my hand and Seal of the Governor, at the City of Harrisburg, this twenty-fourth day of February in the year of our Lord one thousand nine hundred and eighty-three and of the Commonwealth, the two hundred and seventh. Dick Thornburg, Governor The members present all rose and sang the "Magyar Hymnusz” led by Mr. George "Pete” Charles. Following the singing of the first verse of the national anthem, the members remained standing while Barbara Kerékgyártó inspiringly recited the remaining verses of the "Magyar Hymnusz". Mr. Charles thanked George Charles and Barbara Kerékgyártó for participating in this celebration. 17) Mr. Charles extended a warm welcome to the Auditing Committee members to to the Spring Board Meeting. Mr. Charles reported to the Auditing Committee that the Association enjoyed a very satisfactory financial year in 1982. He was sorry the consolidation did not succeed. As we all yearn for unity and freedom, the Lord will bless us in our fraternal efforts. 18) Chairperson Emma Beganyi addressed the Board and extended best wishes to the Board of Directors on behalf of the Auditing Committee. 19) Director Wukovits expressed his sincere thanks and appreciation to the Directors and Officers for making the event at Branch 132, South Bend, Indiana, successful. 20) Director Danko extended a cordial invitation to attend the 1 983 Bowling Tournament and Scholarship Days in Detroit. He sincerely requested everyone to support this great fraternal event financially and to be present if possible. 21) Director Sabo moved and the motion was seconded and adopted by the Board to suspend procedure on the Agenda and immediately commence discussion on the Merger Agreement with the Catholic Knights of St. George and then take up the subject of the Advisory Board. 22) Director Albert Stelkovics read the Report of General Counsel, Gay B. Banes, pertaining to the Merger of the Catholic Knights of St. George and the William Penn Association. He also read the Merger Agreement between the William Penn Association and the Catholic Knights of St. George in its entirety. The Board commenced a lenghty discussion regarding this merger. Many questions were raised and answered by the Officers and Merger Committee members. 23) Actuary Robert E. Bruce commenced to review statistics on the Catholic Knights of St. George and a background in the history of the Catholic Knights of St. George and the events which led up to their insolvency. He confirmed his letter report made to President Charles on February 21,1 983, that 1) The Merger would be advantageous to both sides and therefore be desireable, 2) The critical test in arriving at my conclusion was whether I would accept the merger if my own money was involved or if I was in your position as President of the WPA. 3) I have no difficulty in either case. I would accept the Merger in either situation. 4) The WPA offer (i.e. in the Merger Agreement) is a generous one. 5) With careful management, the future insurance income together with the assets, can develop a profit sufficient to sustain life dividends and pay A&H claims. Accordingly, it is my view that the Merger can be advantageous to both sides. Mr. Banes reviewed the history of his negotiations with Mr. Kenawell, Supreme President of the Catholic Knights of St. George and the assistance he received from Director Sabo. The key to locking in the Merger was the purchase of the Knights Home Office Building by the William Penn Association. The agreements he prepared provided that the purchase was conditioned upon granting to the William Penn the exclusive first right to negotiate a Merger Agreement between our societies in event the Knights rehabilitation program was unsuccessful. Needless to say, though the Insurance Department approved the plan, and we purchased the building, the plan failed. The Insurance Commissioner ordered the Knights to negotiate a Merger or be liquidated. The Board appointed a Negotiating Committee and the final agreement is before the Board for approval. He said the Knights Merger will add 21,031 to the present William Penn membership of 58,290; add $13,654,743 assets to William Penn's present $49,454,428. The reduction in solvency ratio will be from 1 1 9.72% to 11 4% which will still leave us in a very healthy position. We shall also become the owners of more than $2,000,000 in fraternal assets which are not admitted. He recommended the Merger from which we will gain many benefits without straining our resources. 24) Director Stelkovics read the following resolution pertaining to the Merger Agreement between the William Penn Association and the Catholic Knights of St. George. A roll call was requested. RESOLUTION RESOLVED THAT, WHEREAS, the respective Presidents and Committees of the Catholic Knights of St. George and the William Penn Association have conducted negotiations to establish a basis for merger, and WHEREAS, a proposal for merger has been presented and read at this regular meeting of the Board of Directors, and WHEREAS, after due discussion and debate, the Board is of the opinion that it is in the best interest of the members to approve the Merger Agreement. NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED by the Board of Directors of the William Penn Association in regular meeting assembled in Pittsburgh, Pennsylvania, this_____day of________ 1983, that the proposed Merger Agreement as read at this meeting be and the same is hereby approved and adopted on roll call vote, members voting as follows: _____ ayes, _____ nayes, ______ abstentions. BE IT FURTHER RESOLVED, that 60 days notice of the proposed merger in the official publication be given to the members by publishing a copy of this Resolution and copy of the proposed Merger Agreement in same. BE IT FURTHER RESOLVED, that the Merger Agreement be submitted 26
