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

2016 / Különszám

WILLIAM PENN ASSOCIATION BY-LAWS

not apply to any derivative suit brought by a Member in the name of the Association.

Section 2403. ADVANCEMENT OF EXPENSES -Reasonable expenses incurred by a Director, National Officer or Audit Committee Member of the Association in defending his or her 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.

Section 2404. OTHER RIGHTS - The indemnification and advancement of expenses provided by or pursuant to the provisions of this Article 24 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 actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a Director, or National Officer or Audit Committee Member and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 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, Audit Committee Member, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of these By-Laws.

Section 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 Directors, National Officers and Audit Committee Members, 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 24.

Section 2407. MODIFICATION - The duties of the Association to indemnify and to advance expenses to a Director, National Officer or Audit Committee Member provided in this Article 24 shall be in the nature of a contract between the Association and each such Director, National Officer or Audit Committee Member, and no amendment or repeal of any pertinent provision of this Article 24, 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, National Officer or Audit Committee Member, 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.

Section 2408. PRIOR ACTS - Indemnification for any prior action taken or failure to act shall be governed by 15 Pa. C.S.A. § 1741 et seq.

ARTICLE 25 AUTHORITY

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

ARTICLE 26 DEFINITIONS

1. Act: The Pennsylvania Fraternal Benefit Society Code of 2002, 40 P.S. 991.2401, et seq., as amended.

2. Advisors: Those officers and other appointees described in Section 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.

3. Affiliate: Any entity owned or administered, in whole or in part, directly or indirectly, by the Association or the Branch.

4. Agency Manager: A person who represents the Association exclusively and is in charge of the supervision of Sales Agents under his or her jurisdiction.

5. Association: William Penn Association.

6. Benefit Certificate: The official printed document of the Association evidencing the rights and responsibilities of an insured or annuitant pursuant to a contract of insurance or an annuity.

7. Benefit Member: One who is insured for life benefits, annuity benefits (subject to Section 7(c) below) or endowment benefits by the Association, as evidenced by one or more Certificate(s) of Membership issued by the Association.

(a) Adult Benefit Member - any person admitted to benefit membership who has attained the age of sixteen (16) years or more.

(b) Juvenile Benefit Member - any person admitted to benefit membership who has not attained the age of sixteen (16) years.

(c) Annuitant Member Limitation - only an Annuitant who maintains a minimum annuity balance of $500.00 shall be an Adult Benefit Member or a Juvenile Benefit Member, as the case may be.

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

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

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

38 0 Special Convention Edition 0 January 2016 0 William Penn Life