William Penn Life, 2016 (51. évfolyam, 1-12. szám)

2016 / Különszám

WILLIAM PENN ASSOCIATION BY-LAWS

Section 309. BOARD MEETINGS

1. The Board shall meet quarterly, for as many days as needed in regular session at a place designated by the Board. A majority of the Board shall constitute a quorum. Special meetings shall be held on reasonable notice as determined by the Board on call of the Chair or on written request by a majority of the Directors filed with the National Vice President-Secretary.

2. In the event that a quorum is not present at a regular meeting of the Board, or a properly called special meeting, the Directors present may adjourn until a time at least twenty-four (24) hours later without notice other than an announcement made at the meeting being adjourned. In the event that less than a quorum is present at any meeting following such adjournment, the Directors then in attendance shall constitute a quorum for the transaction of any business that could properly have been transacted at the meeting originally called provided at least six (6) Directors are present.

Section 310. UNANIMOUS CONSENT - Any action required or permitted to be taken at a meeting of the Board or any Committee of the Association may be taken without a meeting if, either prior to or subsequent to the action, a consent in writing setting forth the action so taken shall be signed, either in writing or electronically (if verified), by all of the Directors or Committee members, as the case may be, who would be entitled to vote at a meeting for such purpose. Such consent shall be filed with the National Vice President-Secretary of the Association, and shall be valid as a corporate action as though it had been authorized at a meeting of the Board or such Committee.

Section 311. TELEPHONE PARTICIPATION - One or

more Directors or Committee members shall be considered present and may participate in any meeting of the Board or any Committee of the Association, as the case may be, by means of any communications equipment whereby all persons in the meeting can hear each other.

Section 312. CONFLICT OF INTEREST - It shall be unlawful for any Director or any Committee member to vote or otherwise influence or act in any manner in which he or she may have, directly or indirectly, a personal interest which may be used by him or her in a manner adverse to the interest of the Association. Any such Director or Committee member violating the provisions of this Section may be suspended or removed under the applicable provisions of these By-Laws. No Director shall enter into or maintain a contract as a Full-Time Agent or General Agent during his or her term of office with the Association.

ARTICLE 4

THE CORPORATE OFFICERS

Section 401. THE CORPORATE OFFICERS

OF THE ASSOCIATION

1. The corporate officers of the Association shall be: National President, National Vice President-Secretary, National Vice President-Treasurer, and such other National Vice Presidents or Vice Presidents as the Board shall deem necessary; provided, however, that the offices of National Vice President-Secretary and National Vice President- Treasurer may be held by the same person.

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

Section 402. TERM OF OFFICE; VACANCIES

1. All National Officers and Vice Presidents shall serve in accordance with these By-Laws and at the pleasure of the Board; provided, however, that the term of any National Officer or Vice President shall end no later than the next Regular Session of the General Convention.

2. Upon the death or resignation of a National Officer or Vice President, or in the event of incapacity or inability of any National Officer or Vice President to act (as opposed to a matter disciplined under Article 7 of the By-Laws), the Board shall have the power, in its sole discretion, after investigation, with facts to be recorded in a confidential file, to declare that a vacancy exists and the Board shall fill such vacancy by majority vote.

Section 403. OFFICE OF THE NATIONAL PRESIDENT

The National President is the Chief Executive Officer and an official representative of the Association. The National President shall:

1. Generally supervise and administer the Association and its employees; sign and execute in the name of the Association, when authorized, all deeds, mortgages, bonds, contracts and other instruments; sign membership certificates; handle all matters not specifically under the jurisdiction of any other National Officer; be one of the guardians of the securities and other assets of the Association; and approve the Association's annual statement.

2. The National President may co-sign checks and disbursements provided that all checks and disbursements are also co-signed by one of the following: the National Vice President-Secretary, the National Vice President-Treasurer, or an employee of the Association so authorized by the Board.

3. Employ, evaluate and discharge all Home Office and other employees of the Association.

4. Be responsible for the execution of all decisions and policies adopted by the General Convention, the Board, 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 and, when deemed necessary, appoint or remove Branch Coordinators.

7. Furnish the Board with a report of his or her quarterly activities, or as requested by the Board.

8. Plan and prepare, under the direction of the Board, for Regular Sessions of the General Convention and for any Special Sessions that may be called.

9. Establish and maintain appropriate internal control safeguards.

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

11. Oversee and monitor the implementation of the Association's strategic goals and objectives.