William Penn Life, 1987 (22. évfolyam, 1-12. szám)

1987-12-01 / 12. szám

By-Laws of the Association - 3

the Board of Directors, by majority vote shall order a referendum vote by mail. Each member of the General Convention shall be sent a certified letter which shall contain the matter to be voted on in the form of a Resolution, together with any necessary explanations. Each member is required to vote within ten days from the date of a mailed notice. Unreturned ballots shall constitute an affirmative vote. A majority vote shall be sufficient to carry the Resolution or such greater majority which may be required by the By-Laws, and it shall have the same force and effect as though it had been carried at a General Convention. The Resolution is effective on the date when the votes are tabulated and, if approved, certified by the National Secretary. The text of the Resolution and the results of the voting shall be published in the earliest edition of the official publication following the vote.

ARTICLE III

Section 300 - THE BOARD OF DIRECTORS

301 - MEMBERS

1. The Board of Directors is constituted of the Directors elected at the General Convention from among the delegates of the Convention and the National President.

2. Advisors to the Board of Directors shall be: National Secretary, National Treasurer, National Vice- President, General Counsel, Actuary, Medical Director, Certified Public Accountant and other appointees, as deemed necessary. Advisors may attend Board and Committee Meetings without voting privileges at the request of the Board or Committee and serve at the pleasure of the Board.

302 - NUMBER AND TERM OF DIRECTORS

There shall be twelve (12) Directors and twelve (12) Alternate Directors elected at the General Convention for a term of four (4) years, and shall assume office upon their election and installation. Additional Board members may be appointed by virtue of a consolidation or merger. Directors shall hold office until their successors have been duly elected, qualified and installed. Vacancies on the Board of Directors shall be filled by the National President from the list of Alternates in the order of the highest vote cast at their election.

303 - RETIREMENT OF OFFICERS AND

DIRECTORS

No Director or Auditing Committee Member shall serve beyond attained age 70.

304 - BOARD OFFICERS

The Board shall elect its own Chairman and two Vice- Chairmen, from among its members, however, the National President shall not be the Chairman.

305 - MANAGEMENT

1. The Board of Directors shall act as the governing body of the Association when the General Convention is not in regular, adjourned or special session, administer the corporate powers of the Association; protect its charter; construe the laws of the Association; do any and all other things by 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.

2. When the Board is not in session, the Executive Committee shall have and exercise all the powers of the Board of Directors, except the power to initiate By-Law amendments and matters over which the Board has retained jurisdiction. The Executive Committee shall perform such duties as are specifically delegated to it by the Board of Directors and shall have the power to authorize the seal of the Association to be affixed to all papers requiring a seal.

306 - POWERS AND DUTIES

Without prejudice to the general powers conferred by this section and other powers conferred by statute by the Articles of Incorporation and by other provisions of these By-Laws, it is hereby expressly declared that the

Board of Directors shall have the following specific powers, vis:

1. To have full control of all the Association’s funds, investments and property.

2. To designate all banks or depositories in which funds of the Association shall be deposited.

3. To designate corporate custodians to receive and hold for safe-keeping the investment securities of the Association.

4. To establish procedures for payment of claims and direct and control the payment thereof.

5. To have power to remove from office any National Officer of the Association for good cause, after a fair hearing.

6. To have power to fill any vacancy in office during the interim between meetings of the General Convention.

7. Elect the following officers: National President, National Vice President, National Secretary and National Treasurer.

8. Appoint the following: Sales Director, General Counsel, Medical Director, Fraternal Director, Actuary, Certified Public Accountant and create such additional Advisory positions and retain other technical and professional personnel it deems necessary. The appointees shall hold office at the pleasure of the Board.

9. Fix the salaries or compensation, travel allowance, pension and fringe benefits of all National Officers and employees.

10. Authorize and cause issuance of all forms of benefit certificates, establish limits of protection, fix non-medical limits, establish the rules for beneficiaries.

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

12. Appoint one or more editors for the official publication.

307 - BOARD MEETING PROCEDURE

Order of procedure shall be established by the Board of Directors.

308 - COMMITTEES

The business of the Association shall be administered through the following committees:

1. The Administration Committee, composed of the National President, who shall be chairman; National Vice President, National Secretary, and National Treasurer.

2. The Executive Committee composed of the National President and Chairman of the Board, and three members of the Board, who shall be elected by the Board from among the Board Members. The Board Chairman shall be Chairman.

3. The Finance Committee shall consist of all the National Officers. The National Treasurer shall be Chairman.

4. By-Law Committee shall be composed of the National Officers and the General Counsel.

5. The Executive Committee shall meet at the call of the Board Chairman or National President.

309 - VACANCIES

1. In the event of incapacity or inability of any National Officer or Director to act, the Board shall have the power, after investigation, with facts to be recorded in a confidential file to declare that a vacancy exists and the Board shall fill such vacancy as herein provided.

2. Upon reaching retirement age, death or resignation of a Director, the National President shall fill the vacancy before the next meeting of the Board from the list of Alternate Directors elected at the General Convention in the order of the highest number of votes received by each Alternate Director, provided he qualifies.

310 - BOARD MEETINGS

The Board shall meet quarterly, for as many days as needed in regular session at the Home Office or at a place

designated by the Board. Two-thirds (2/3) of the Board shall constitute a quorum. Special meetings shall be held as determined by the Board on call of the Chairman or on written request by any five Directors filed with the National Secretary.

ARTICLE IV

Section 400 - THE CORPORATE OFFICERS

401 - THE CORPORATE OFFICERS OF THE

ASSOCIATION

1. The Officers of the Association shall be: National President, National Vice President, National Secretary and National Treasurer, however, the office of National Secretary and National Treasurer may be held by the same person.

2. The above mentioned officers shall be deemed full time and shall not be engaged in any other occupation whether compensated or not during the hours stipulated by the Board for full time employees unless approved by the Board.

402 - TERM OF OFFICE

The term of office for all National Officers shall be for a term of four (4) years following their election or until their successors have been qualified and take office.

403 - OFFICE OF THE NATIONAL PRESIDENT

1. The National President shall be the Chief Executive Officer and official representative of the Association and shall issue calls for meetings when authorized.

2. Generally supervise the Home Office, the Sales Department and their employees. Sign and execute in the name of the Association, when authorized, all deeds, mortgages, bonds, contracts and other instruments, counter-sign disbursements, sign membership certificates, handle all matters not specifically under the jurisdiction of any other National Officer, be one of the guardians of the safe-deposit box for securities and direct preparation of the Annual Statement.

3. Employ and discharge all Home Office employees and fix their salaries when approved by the Administration Committee and ratified by the Board of Directors or Executive Committee and reported monthly to the Board.

4. Be responsible for the execution of all decisions and policies laid down by the General Convention, the Board of Directors and Executive Committee.

5. Provide direction for the cultural, fraternal and social activities of the Association as approved by the Board.

6. Oversee branch activities, appoint and remove part-time branch coordinators, when deemed necessary, subject to the approval of the Administration Committee and ratified by the Board of Directors. Full-time contracted agents shall not be appointed Branch Coordinators.

7. Furnish to the Board of Directors a monthly report on his activities.

8. Prepare charges for disciplinary action.

9. Direct preparation of the General or Special Convention.

10. He shall appoint Special Committees when not otherwise appointed by the Board.

11. Be an ex-officio member of all committees.

12. Make a full and complete written report of all transactions at every regular meeting of the Board.

13. Perform all other duties customarily performed by the President of a corporation.

404 - OFFICE OF THE NATIONAL VICE

PRESIDENT

The National Vice President shall perform such duties which the National President or Board of Directors may assign and perform all other duties customarily performed by a Vice President of a corporation.

405 - OFFICE OF THE NATIONAL SECRETARY

1. The National Secretary is the Chief Administrative Officer of the Association and shall perform all duties of