William Penn Life, 1996 (31. évfolyam, 1-12. szám)

1996-01-01 / 1. szám

January 1996, William Penn Life, Page 13 By-Laws of the Association - 7 9. Right of Action. No court action may be started for any claim arising out of a certificate/policy of insurance, unless the action is started within the time allowed by the laws of the jurisdiction in which the cause of action accrues. In the absence of any such law, the court action must be started within three (3) years from the date the claim arises. 10. Receipt of Payments not a Waiver. If the Association receives and temporarily holds a payment of premium, this shall not constitute waiver of any or its defenses. If a certificate/policy has lapsed or been forfeited, or if the Association has received a notice of cancellation, the payment of any premium for the certificate/policy shall not revive or continue the certificate/policy, whether made on notice of premium due or otherwise, and the amount of the payment shall be returned to the member. ARTICLE XII Section 1200 - TAXES Should any jurisdiction in which the Association is licensed to do business require the Association to pay any sum as a tax on the receipts of the Association, the Board may, after the payment of said tax, by resolution, make a levy of the full amount of the tax on the members in such jurisdiction, apportioning such amount in proportion to the premiums of each member. Notice of such payment shall be given by the publication of a resolution of the Board in the official publication, and also by notice by the National Vice President- Secretary of the Association to the members in said jurisdic­tion. Such publication and notice shall be deemed and held sufficient notice thereof to all members within said jurisdic­tion. If such special payment is not paid to the Association at its Home Office on or before ninety (90) days from the date of issue of the official notice, the amount of such tax shall be charged against any monies due at any time on the certificate/ policy of such member, with interest not to exceed statutory limits. ARTICLE XIII Section 1300 - FISCAL YEAR The fiscal year of the Association shall begin on the first day of January and end on the thirty-first day of December. The annual statement of the transactions of each fiscal year shall be prepared in accordance with the regulations on the Insurance Department of Pennsylvania. ARTICLE XIV Section 1400 - OFFICIAL PUBLICATION, NOTICES 1. The Association shall publish an official publication. 2. Any notice to the members or officers of the Association required to be given, including convention calls, elections, changes to the Charter or By-Laws, may be made therein and such notice shall have the same affect as though given personally in writing. Placing a copy of such official publication in the mail to the last known address of any member shall be sufficient service of such notice to him. An affidavit by the National Vice President-Secretary certifying that such official publication was mailed to each member on the mailing list shall be filed with the minutes of the Board at its next meeting after publication of such notice. 3. In lieu of the notice provided for in Subsection 2, above, notices to members at Branches or Delegate Districts may also be given, when authorized by the Board, National President, or National Vice President-Secretary, by publication of such notice in a newspaper of general circulation in the municipality or area where each Branch is located. ARTICLE XV Section 1500 - RESTRICTIONS OF AUTHORITY 1. No agent or representative and no Branch or Branch Officers or members shall have authority to obligate the Association for the payment of any money by note, endorse­ment, contract or agreement of any kind, or to waive any terms of the certificates/policies, Charter or By-Laws. In the event that any officer, agent or representative of this Association shall attempt to make any contract or stipulation whereby anything is promised to be performed contrary to the Charter, By-Laws, or Certificate/Policy of Life Membership, such promise, contract or stipulation shall be void and of no effect. 2. Only such modificiation of benefits as shall be duly authorized by the Association and attested to either by the National President or the National Vice President-Secretary of the Association shall be valid. ARTICLE XVI Section 1600 - ROBERTS RULES OF ORDER TO GOVERN Unless otherwise provided in the Charter or By-Laws of the Association, or unless superseded by actions of the Board pursuant to the Charter or By-Laws, Robert’s Rules of Order shall govern the proceedings at all sessions of the General Convention and at all meetings of the Board, Committees, and Branches. ARTICLE XVII Section 1700 - INTERPRETATION AND CONSTRUCTION 1. All matters of interpretation and construction of these By-Laws shall be decided by a majority of the Board, and such decisions shall be final. 2. Whenever the context shall so require, all words in the Charter or By-Laws in the masculine gender shall be deemed to include the feminine and neuter gender; and all singular words shall include the plural, and all plural words shall include the singular. ARTICLE XVIII Section 1800 - AMENDMENTS TO BY-LAWS 1801 - PROCEDURE These By-Laws may be amended only by the General Convention by not less than two-thirds (2/3) affirmative vote of the certified Delegates who are present and voting at any Regular or Special Session of the General Convention, pro­vided a quorum is present, or by mail referendum of the Delegates as provided in these By-Laws. 1. In order to be considered by the General Convention, amendments in resolution form, must be filed with the National Vice President-Secretary by June 1 in the year of the General Convention, and be referred to the By-Law Commit­tee. Thereafter, the proposed amendments shall be submitted to the Convention Delegates for their consideration and approval. 2. Amendments may be initiated by: a. the Board. b. any Branch. c. a resolution signed by twenty-five (25) Delegates. d. written request of twenty-five (25%) percent of the Delegates on the first day of any Regular Session of the General Convention or of any Special Session called for the purpose of considering the amendment. e. the By-Law Committee. 3. The National Vice President-Secretary shall mail to each Delegate ten (10) days prior to the convening of any Regular or Special Session of the General Convention copies of the revised By-Laws incorporating the proposed amend­ments recommended by the Board. 1802 - BINDING EFFECT When the General Convention shall amend the By-Laws and such By-Laws have been approved by the Insurance Commis­sioner of Pennsylvania, the amended By-Laws shall be pub­lished in the Association’s official publication. Such By-Laws as amended shall be binding upon every member of the Association and upon all those deriving legal rights from such amendments, and shall be effective as provided by law. ARTICLE XIX Section 1900 - AMENDMENTS TO CHARTER 1901 - PROCEDURE The Charter of this Association may be amended only by the General Convention by the adoption, by a two-thirds (2/3) affirmative vote of the certified Delegates who are present and voting at any Regular or Special Session of the General Convention, provided a quorum is present, of a resolution setting forth the changes proposed in said Charter as they will read if the resolution is adopted. The procedures to be employed in submitting amendments to the Charter to the General Convention shall be the same as that set forth in Sections 1801.1, 1801.2, and 1801.3. 1902 - CONFLICT In the event that any of the provisions of the Charter conflict with or shall hereafter conflict with any laws or insurance department rulings, having the effect of law in any state in which the Association shall be licensed to do business, the Board may in such instances, by resolution, amend the Charter, so as to comply with such laws or rulings. 1903 - BINDING EFFECT When the General Convention shall amend the Charter, and such amended Charter has been approved by the Insurance Commissioner of Pennsylvania, the Charter, as amended, shall be published in the Association’s official publication and shall be effective as provided by law. From and after such publica­tion, the Charter, as amended, shall be binding upon every member of the Association, and upon all those deriving legal rights from such amendments. ARTICLE XX Section 2000 - REPEALING CLAUSE All By-Laws previously in effect shall be repealed as of the effective date of these By-Laws; provided, however, that this Section shall not be deemed to affect rights or obligations that have vested as of the effective date of these By-Laws pursuant to any Certificate/Policy of Life Membership or other contract. ARTICLE XXI Section 2100 - PROOF OF BY-LAWS Any printed copy of the By-Laws of the Association, duly certified under the seal thereof by the National V ice President- Secretary, shall be admissible in evidence in any case or proceeding between any member and the Association; and shall be prima facie proof that such By-Laws were duly adopted by the Association at the time they purport to have been adopted and were in force from and after the date fixed therein for the going into effect thereof and until the same shall have been shown to have been amended or repealed. This Section is subject to the rules of evidence of any court having jurisdiction over the subject matter. ARTICLE XXII Section 2200 - GOVERNING LAW AND JURISDICTION 2201 - GOVERNING LAW The provisions of the Charter and these By-Laws shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. 2202-JURISDICTION All proceedings and actions, whether at law or in equity, brought against the Association, arising out of or relating to the interpretation or construction of the Charter or these By-Laws shall be brought only in the United States District Court for the Western District of Pennsylvania or in the Court of Common Pleas of Allegheny County, Pennsylvania. ARTICLE XXIII Section 2300 - CONSOLIDATION OR MERGER If any alliance, fellowship or society in the United States having similar aims, desires to consolidate or merge with the Association, the decision whether or not to do so shall be made by the Board in accordance with the laws of the Common­wealth of Pennsylvania, and subject to the approval of the state of domicile of the merger partner and of the General Convention. ARTICLE XXIV Section 2400 - INDEMNIFICATION OF DIRECTORS AND OFFICERS 2401 - PERSONAL LIABILITY OF DIRECTORS A Director of the Association shall not be personally liable for monetary damages for any action taken, or failure to take any action, as a Director except to the extent that by law (including the Pennsylvania Directors’ Liability Act, 42 Pa., C.S.A. S 8361 et seq.) a Director’s liability for monetary damages may not be limited. 2402 - INDEMNIFICATION 1. The Association shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant to any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investiga­tive, by reason of the fact that such person is or was a Director or National Officer of the Association, or while a Director or National Officer of the Association, is or was serving at the request of the Association as a director, officer, employee, agent, fiduciary or other representative or 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. 2. The preceding Subparagraph 1 shall not apply to any person who is or was a party defendant or is threatened to be

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