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

1996-01-01 / 1. szám

Page 14, William Penn Life, January 1996

8 - By-Laws of the Association

made a party defendant to any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative, actually brought by the Association to enforce its rights under state or federal law, its Charter, or these By-Laws. This Subparagraph 2 shall not apply to any derivative suit brought by a member in the name of the Association.

2403 - ADVANCEMENT OF EXPENSES

Reasonable expenses incurred by a National Officer or Director of the Association in defending his position or the Association’s position in a civil or criminal action, suit or proceeding described in Section 2402 hereof, may 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, together with such security for same as the Board, in its sole discretion, shall deem satisfactory, if it should ultimately be determined that the person is not entitled to be indemnified by the Association.

2404 - OTHER RIGHTS

The indemnification and advancement of expenses provided by or pursuant to the provision of this Article XXIV 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 Charter, any insurance or other agreement, action of the Board or otherwise, both as to actions in their official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a Director or National Officer and shall inure to the benefit of the heirs, executors and administrators of such person.

2405 - INSURANCE

The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, National Officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, fiduciary, 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.

2406 - SECURITY FUND;

INDEMNITY AGREEMENTS

By action by the Board (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 National Officers and Directors, for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in pertinent provisions of this Article XXIV.

2407 - MODIFICATION

The duties of the Association to indemnify and to advance expenses to a Director or National Officer provided in this Article XXIV shall be in the nature of a contract between the Association and each such Director or National Officer, and no amendment or repeal of any pertinent provision of this Article XXIV, and no amendment or termination of any trust or other fund created pursuant to Section 2406 hereof, shall alter, to the detriment of such Director or National Officer, the right of such person to the advancement 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.

2408 - PRIOR ACTS

Indemnification for any action taken or failure to act occurring prior to the effective date of the Pennsylvania Directors Liability Act, 42 Pa. C.S.A. S 8361 et seq., shall be governed by 15 Pa. C.S.A. S 7741 et seq.

ARTICLE XXV

Section 2500 - AUTHORITY

All matters not specifically covered in these By-Laws shall be decided by a majority of the Board, and such decisions shall be final.

ARTICLE XXVI

Section 2600 - DEFINITIONS

1. Act: The Pennsylvania Fraternal Benefit Society Code of 1977, 40 P.S. 1141-lOl.et seq.

2. Agency Manager: A person who represents the Association exclusively and is in charge of a local office and the supervision of Sales Agents under his jurisdiction.

3. Association: William Penn Association.

4. Advisors: Those officers and other appointees described in 308.2 of these By-Laws; together with the National Advisory

Committee, and such persons, firms or corporations engaged or retained by the Board or with Board approval, to consult with and make recommendations regarding decisions, actions or conduct with respect to matters concerning the Association and its business.

5. Bene/it Certificate/Policy: The offical printed document of the Association evidencing the rights and responsibilities of an insured pursuant to a contract of insurance.

6. Board: The Board of Directors of the Association.

7. Branch: A separate but dependent local division or lodge of the Association.

8. Branch Officers: Those officers elected by the Branches.

9. Certificate/Policy of Life Membership: The official printed document of the Association evidencing life or endowment benefits written by the Association in favor of the person named therein.

10. District Office Employee: A person who is employed in a sales office of the Association other than at the Home Office.

11. General Convention: The supreme legislative or governing body of the Association, composed of both Delegates elected as provided in these By-Laws and certain ex-officio Delegates.

12. Home Office: The national headquarters of the Association.

13. Life Benefit Member: One who is insured for life or endowment benefits (but not under an annuity plan) by the Association, as evidenced by one or more Certificate(s)/ Policy(ies) of Life Membership issued by the Association.

(a) Adult Life Benefit Member: Any person admitted to benefit membership who has attained the age of sixteen (16) years, or more, as specified in said member’s Certificate(s)/ Policy(ies) of Life Membership.

(b) Juvenile Life Benefit Member: Any person admitted to benefit membership who has not attained the age of sixteen (16) years, as specified in said member’s Certificate(s)/ Policy(ies) of Life Membership.

14. Lodge System: Any alliance, fellowship or society having a structure or organizadon of a supreme legislative body and subordinate lodges or branches, into which members are elected, initiated or admitted in accordance with its constitution, laws, rituals or rules; and which subordinate lodges or branches are required by the laws of the society or fellowship to hold regular meetings.

15. National Officers: Those Officers appointed by the Board.

16. Sales Agent: Any agent working under contract with the Association, including the following:

(a) Full-Time Agent: An agent who sells exclusively for the Association.

(b) General Agent: An agent who represents the Association but may represent one or more additional insurance carriers.

(c) Special Agent/Representative: A person who sells insurance exclusively for the Association but who is free to engage in other occupations.

ARTICLE XXVII

Section 2700 - EFFECTIVE DATE

Except as herein otherwise provided, these By-Laws shall take effect and be in force upon approval by the Insurance Commissioner of Pennsylvania or sixty (60) days after filing.

The effective date of these By-Laws is November 27,1995.

CERTIFICATION

I, GEORGE S. CHARLES, JR., NATIONAL VICE PRESIDENT-SECRETARY, DO HEREBY CERTIFY THAT THE FOREGOING BY-LAWS IS A COMPLETE, TRUE AND CORRECT COPY THEREOF AS AMENDED AND RESTATED FROM TIME TO TIME, THE BY-LAWS BEING LAST RESTATED AND AMENDED BY THE 33RD GENERAL CONVENTION ON SEPTEMBER 18-19-20, 1995.

George S. Charles, Jr. National Vice President-Secretary