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

1987-12-01 / 12. szám

4 - By-Laws of the Association

the National President in his absence, disability or inability to act.

2. Be responsible for and keep and maintain all the official records of the Association, the Board of Directors, the Standing Committees of the Association, and all other committees provided herein, except such records as are specifically maintained by other officers of the Association.

3. At all meetings of the Board of Directors and Standing Committees, communications, and all other papers shall be read by him or by someone appointed by the President, except reports of other committees which may be read by the Chairman or any other member thereof.

4. Make full and complete reports, in the manner and time required by the several state insurance departments and all other government agencies having jurisdiction over any of the affairs of the Association.

5. Be custodian of the Official Seal of the Association and sign all official documents of the Association requiring his signature, affixing thereto the seal of the Association when necessary, and he shall prepare and certify under the seal of the Association, all copies of books, records and all other documents of the Association, or portions thereof, which may be required for any purpose.

6. Direct and supervise the underwriting process, sign membership certificates and maintain complete individual records of members, handle their transactions including Trust Accounts and direct the computer operations.

7. Determine the validity of claims.

8. Prepare, in consultation with the other National Officers and the General Counsel, amendments to the By-Laws.

9. Prepare all vouchers and co-sign checks in the absence of the Treasurer or President or authorized employees.

10. Perform all other duties customarily performed by the Secretary of a corporation and perform such other duties as may be assigned to him by the President, the Board of Directors or Executive Committee and all other duties imposed upon him elsewhere in these By-Laws.

406 - OFFICE OF THE NATIONAL TREASURER

1. The National Treasurer is the Chief Financial, Budgeting and Accounting Officer of the Association.

2. Prepare, make and maintain such records and reports as may be required of him by the Board of Directors.

3. Be the custodian of funds and securities of the Association.

4. Deposit, to the sole credit of the Association, all funds belonging to the Association in depositories approved by the Board of Directors.

5. Be the custodian of all the supplies, furniture, fixtures and other personal property belonging to the Association.

6. Prepare statements of the Association’s receipts and disbursements.

7. Keep separate accounts of all funds of the Association and shall furnish to the President and Secretary of the Association statements showing the balance on hand monthly.

8. Pay all checks, drafts or other orders drawn on the Association, which are duly approved and made in such manner as shall be prescribed by the Board of Directors. All such checks, drafts and other orders paid by him shall be filed and kept by him as the Board of Directors and/or President shall direct.

9. Administer insurance protection of the Association’s properties.

10. Supervise the accounting personnel.

11. Make purchases and sales of securities and properties as authorized by the Finance Committee or Board.

12. Control and handle in the presence of another National Officer or Board designee all securities of the Association kept in the safe-deposit box.

13. Prepare and maintain payroll records, compute and submit payroll taxes and reports to the respective regulatory bodies.

14. Prepare, in cooperation with the other National Officers, the annual budget and submit reports concerning the limitation of expenses.

15. Perform all other duties customarily performed by a Treasurer of a corporation and assigned to him by the President, Board of Directors, or Executive Committee and all other duties imposed upon him elsewhere in these By-Laws.

407 - GENERAL COUNSEL

The General Counsel shall be appointed by the Board of Directors. He shall handle all litigation and retain special counsel when necessary, on behalf of the Association, prepare and/or approve contracts, leases and other legal instruments, which are required. He shall furnish written legal opinions upon request of the Board of Directors or National President. He shall have a voice, but not vote, at Board and Committee Meetings. He shall submit a written report, on his activities, at each Board of Directors Meeting.

408 - MEDICAL DIRECTOR

The Medical Director shall be appointed by the Board of Directors. Upon request, he shall give his written opinion on:

1. All medical applications for membership in the Association.

2. Reinstatements.

3. All claims.

4. Other medical matters referred to him by the respective departments. He shall submit a written report on his activities at each Board of Directors Meeting.

409 - AUDITING COMMITTEE

The General Convention shall elect six (6) Auditing Committee Members and three (3) Alternate Members from delegates of the General Convention for a term of four (4) years. Vacancies on the Committee shall be filled by the National President from the list of alternates in the order of the highest vote cast at their election. The Auditing Committee Members term of office shall commence upon their election and installation. They shall elect their own Chairman and Secretary, and meet semi-annually at the Home Office for as many days as needed.

They shall examine and audit financial reports, records and vouchers of all receipts and expenditures. They shall file a report with the National President for publication in the official publication of each examination. They shall report their written findings and recommendations to the Board of Directors annually. The Auditing Committee shall prepare and render a written report to the General Convention.

ARTICLE V

Section 500 - HOME OFFICE ADMINISTRATION 501 - HOME OFFICE

1. The business of the Association will be conducted by the National Officers through departments known as the President’s Department, the Secretary’s Department, Treasurer’s Department, Fraternal Affairs Department and Sales Department.

2. The j urisdiction of the National Officers over each department and their powers and duties are set forth in these By-Laws or shall be fixed by the Board of Directors.

3. Indemnification of Directors and Officers, a. Personal Liability of Directors.

A director of the Association shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as a director except to the extent that by law (including the Director’s Liability Act, 42 Pa. C.S. A. S8361 et seq.) a director’s liability for

monetary damages may not be limited.

b. Indemnification.

The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including actions by or in the right of the Association, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Association, or is or was serving while a director or officer of the Association at the request of the Association as a director, officer, employee, agent, fiduciary or other representative of another association, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Pennsylvania law.

c. Advancement of Expenses.

Reasonable expenses incurred by an officer or director of the Association in defending a civil or criminal action, suit or proceeding described in Section 501 (3b) shall be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Association.

d. Other Rights.

The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Association’s Articles of Incorporation, any insurance or other agreement, vote of members or directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

e. Insurance.

The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of these By-Laws.

f. Security Fund; Indemnity Agreements.

By action by the Board of Directors (notwithstanding their interest in the transaction) the Association may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers and directors, for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article.

g. Modification.

The duties of the Association to indemnify and to advance expenses to a director or officer provided in this Article shall be in the nature of a contract between the Association and each such director or officer, and no amendment or repeal of any provision of this Article, and no amendment or termination of any trust or other fund created pursuant to Section 501 f., shall alter, to the detriment of such director or officer, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

h. Prior Acts.

Indemnification for any action taken or failure to act occurring prior to the effective date of the Directors