William Penn Life, 2016 (51. évfolyam, 1-12. szám)
2016 / Különszám
I WILLIAM PENN ASSOCIATION BY-LAWS Section 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 19 AMENDMENTS TO CHARTER Section 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 present 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. Section 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. Section 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 ARTICLE 20 REPEALING CLAUSE All By-Laws previously in effect shall be repealed as of the effective date of these By-Laws; provided, however, that this Section shall not be deemed to affect rights or obligations that have vested as of the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 Benefit Certificate or other contract. ARTICLE 21 PROOF OF BY-LAWS Any printed copy of the By-Laws of the Association, duly certified under the seal thereof by the National Vice President-Secretary, shall be admissible in evidence in any case or proceeding between any Member and the Association; or between any beneficiary or beneficiaries 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 22 GOVERNING LAW AND IURISDICTION Section 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. Section 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 23 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 other merging or consolidating entity and the General Convention. ARTICLE 24 INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 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 under applicable law (including the Pennsylvania Directors' Liability Act, 42 Pa. C.S.A. § 8361 et seq.) a Director's liability for monetary damages may not be limited. Section 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, National Officer or Audit Committee Member of the Association, or is or, while a Director, National Officer or Audit Committee Member of the Association, was serving 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. 2. The preceding Subparagraph 1 shall not apply to 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, actually brought by the Association to enforce its rights under state or federal law, its Charter, or these By-Laws. This Subparagraph 2 shall William Penn Life ° Special Convention Edition ° January 2016° 37
