William Penn Life, 2016 (51. évfolyam, 1-12. szám)
2016 / Különszám
WILLIAM PENN ASSOCIATION BY-LAWS b. Audit Committee (i) The Audit Committee shall be composed of a minimum of three (3) members and a maximum of six (6) members consisting only of Directors, each appointed by the Board upon the recommendation of the Chair of the Board, except as otherwise required by applicable law. The Audit Committee shall elect its own Chair. The National Officers shall serve as consultants to the Audit Committee. (ii) The Audit Committee shall examine and audit records and vouchers of all receipts and expenditures, and shall file a report to the Board. The Audit Committee shall make written findings and recommendations to the Board on an annual basis and more often, if necessary. c. By-Laws Committee (i) The By-Laws Committee shall be composed of the Chair of the Board, the two Vice Chair, the National President, the National Vice President-Secretary, the National Vice President-Treasurer, the General Counsel, and any other Director or Vice President appointed by the Chair of the Board. (ii) The By-Laws Committee shall review the By- Laws of the Association on an ongoing basis, and shall recommend amendments when appropriate. The Committee shall also consider suggestions for By-Law amendments from appropriate sources, and shall make its recommendations to the Board. d. Compensation Committee (i) The Compensation Committee shall be composed of the Chair of the Board, the National President, and four (4) Directors appointed by the Board. The Chair of the Board shall be Chair of the Compensation Committee. The other National Officers shall serve as consultants to the Compensation Committee. (ii) The Compensation Committee shall recommend the salaries or compensation, retirement and fringe benefits of all National Officers and employees, subject to approval by the Board. e. Executive Committee (i) The Executive Committee shall be composed of the Chair of the Board, the National President, the two Vice Chair, and up to four (4) members of the Board, who shall be elected by the Board. The Chair of the Board shall be Chair of the Executive Committee. The Executive Committee shall meet at the call of the Chair of the Board. (ii) The Executive Committee shall have and exercise all the powers of the Board in an active as opposed to a passive capacity when the Board is not in session; except the Executive Committee shall have no power (a) to initiate By-Law amendments, (b) to rescind or modify Board action, or (c) to exercise authority with respect to matters over which the Board has retained jurisdiction. The Executive Committee shall also perform such duties as are specifically delegated to it by the Board and shall have the power to authorize the seal of the Association to be affixed to all papers requiring a seal. f. Finance Committee (i) The Finance Committee shall be composed of the National President, National Vice President-Secretary and National Vice President-Treasurer. The National Vice President-Treasurer shall be Chair. (ii) The Finance Committee shall develop the investment policy of the Association, shall authorize and approve the purchase and sale of securities by the National Vice President-Treasurer, and shall designate corporate custodians to receive and hold for safe-keeping the investments and securities of the Association. g. National Advisory Committee (i) The Board may appoint the National Advisory Committee from among former National Officers, Directors, and Audit Committee Members, and present Alternate Directors. (ii) The Board, as it deems appropriate, may appoint any other Member of the Association to the National Advisory Committee. (iii) The members of the National Advisory Committee shall serve at the pleasure of the Board and may be removed without cause. (iv) The National Advisory Committee shall meet and act only upon the request of the Board to make recommendations regarding matters concerning the Association and its business. 2. ADVISORS a. The named Advisors to the Board, as appointed and deemed appropriate by the Board, shall include: National Vice President-Secretary, National Vice President- Treasurer, Vice Presidents, Sales Director, General Counsel, Special Counsel, Actuary, Medical Director, Fraternal Director, and Certified Public Accountant. The duties of those Advisors not elsewhere described in these By-Laws shall be established by the Board. b. All above-named Advisors, as well as those specified, described or designated in Article 26, may attend Board and Committee Meetings, without voting privileges, at the invitation of the Board or Committee and shall serve at the pleasure of the Board; provided, however, that the National Vice President-Secretary and the National Vice President-Treasurer shall each have a vote on all Committees to which each is appointed, except as otherwise determined by the Board. c. The General Counsel shall be appointed by the Board. The General Counsel shall handle all litigation assigned to him or her, and, as necessary, shall prepare and/ or approve contracts, leases, and other legal instruments. The General Counsel shall furnish written legal opinions at the request of the Board. When invited, the General Counsel shall attend Board and Committee meetings. The General Counsel shall have a voice but not a vote at any Board or Committee meeting. The General Counsel shall submit a written report on his or her activities at each regular Board meeting. The Board may retain special counsel of its own choosing or may request the General Counsel to do so on its behalf. William Penn Life 0 Special Convention Edition0 January 2016 0 27
