Model Fraternal Benefit Society Bylaws
Bylaws
of
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As Amended and Restated ______,
Article I
Name
Section 1.The name of this Fraternal Benefit Society is ______(the "Society").
Article II
Principal Office
Section 2.The principal office of the Society shall be located in ______, ______.
Article III
Objectives
Section 3.The objectives of the Society are as follows:
(1)______.
(2)______.
(3)______.
(4)______.
Article IV
Fraternal Beneficiary Society
Section 4.The Society is a corporation formed, organized, and incorporated under the fraternal benefit society laws of the State of ______, and carried on for the sole mutual benefit of its members and their beneficiaries and not for profit and having a lodge system, with a representative form of government. It shall have all the powers granted to it by law.
Article V
Membership
Section 5.Application for Membership. Individuals may become members if they meet the requirements for membership established by the Society, apply for membership upon a form in use by the Society, and are accepted into membership in accordance with the rules, procedures and rituals of the Society.
Section 6.Local Lodge Membership. The local lodge shall determine whether it will accept an applicant for membership into that lodge.
Section 7.Membership Classes. There shall be the following classes of members:
(a)Benefit Member.
(b)Social Member.
(c)Juveniles.
Article VI
Convention
Section 8.Delegates. The Supreme Governing Body of the Society shall be known as the Convention and shall be composed of delegates("Delegates") elected according to the rules of these Bylaws.
Section 9.Regular Conventions. Regular conventions are held once every four years.
Section 10.Special Conventions. Special Conventions may be held upon a two-thirds vote of all of the members of Board of Directorsfor an urgent matter concerning the welfare of the Society. Such Special Convention shall be held at such time and place as may be determined by the Board of Directors. No business may be taken up at such special Convention except for the purpose for which called, which purpose shall be clearly and distinctly set forth in the call for the Special Convention. A call for a Special Convention shall be deposited in the United States mail at least thirty days prior to the convening of such Special Convention, addressed to each Delegate at his or her last known address as shown by the records of the Society. At the Special Convention, each lodge shall have the same number of Delegates as at the preceding Regular Convention.
Section 11.Ballot In Lieu of Special Convention. In lieu of calling a Special Convention, the Board of Directors may send a ballot to all the Delegates for a Special Convention. The ballot may include one more resolutions that could be considered and adopted at a Special Convention. Each lodge shall have the same number of Delegates as at the preceding Regular Convention. A resolution shall be deemed adopted upon receipt of signed ballots with votes equal to the number of votes that would have been needed to adopt the resolution at a Special Convention at which all Delegates were present.
Section 12.Quorum. A majority of the Delegates entitled to attend any regular or Special Convention when assembled, shall constitute a quorum for the transaction of all business, but a smaller number may adjourn the Convention for lack of a quorum.
Section 13.Convention Officers. The President shall call the Convention to order and shall preside until a Convention Chair is elected.
Section 14.Voting. The enactment, deletion or amendment to a bylaw requires a two-thirds vote by authorized votes of the Delegates present. Unless otherwise required by law or the laws of the Society, all other matters are decided by a majority of authorized votes of the Delegates present. Delegates shall vote by voice, show of hands, or standing as designated by the Convention Chair unless a motion shall be made and approved by the Convention for a roll call vote or secret ballot. No Delegate shall vote by proxy.
Article VII
Convention Committee
Section 15.Composition. A Convention Committee shall be comprised of seven members elected by the Convention. The Convention Committee shall be a temporary committee of the Convention. The Board of Directors shall fill any vacancy occurring in the Convention Committee by appointing a Benefit Member to serve.
Section 16.Committee Chair. The Convention Committee shall convene immediately following the Convention and elect a Committee Chair from its membership.
Section 17.Meetings. The Convention Committee shall hold two regular meetings, one at least six months and not more than twelve months prior to the start of the Convention and one immediately prior to the start of the Convention. The place, day and time shall be designated by the Convention Committee Chair after consultation with Convention Committee members. The Convention Committee Chair may call special meetings and shall call a special meeting upon written request of at least three Convention Committee members.
Section 18.Quorum and Voting. A majority of the Convention Committee shall constitute a quorum for the transaction of Convention Committee business except that a smaller number may adjourn a meeting for lack of a quorum. The Committee shall act by a majority of Committee members present.
Section 19.Duties. The Convention Committee shall have the following duties prior to and during the Convention:
(a)Review proposed agenda items and prepare an agenda for the Convention. All proposed agenda items must be submitted to the Convention Committee at least five days prior to the start of the Convention to be included in the Convention agenda.
(b)Review resolutions submitted for consideration of the Convention and make recommendations to the Convention regarding such resolutions. Any proposed resolution must be submitted to the Convention Committee at least five days prior to the start of the Convention to be considered by the Convention.
(c)Examine and pass upon the credentials of the Delegates to the Convention.
(d)Preside over the election of Directors at the Convention andoversee the tabulation of votes.
(e)Assist the Convention Chair in the tabulation of votes of matters brought before the Convention.
(f)Review the financial standing of the Society and ensure that a financial report is prepared and presented to the Convention.
(g)Gather relevant information and recommendations regarding reasonable compensation for Directors and present a proposal to the Convention.
Article VIII
Lodge Delegate Elections
Section 20.Election of Delegates. Delegates and substitute Delegates shall be elected at the annual meeting of the lodge that precedes the Convention.
Section 21.Number of Delegates per Lodge. Every lodge has the right to elect Delegatesin accordance with its membership.
(a)The number of Delegates a lodge may send to the Convention shall be based on the following scale:
(1)One Delegate for lodges with ______to ______Benefit Members;
(2)One additional Delegate for each additional ______Benefit Members.
(b)Changes in Lodge Membership. If a lodge obtains enough new Benefit Membersto qualify for an additional Delegate to the Convention in the time period between the annual meeting and 60 days before the Convention, then that lodge shall send the substitute Delegate or Delegates with the most votes. A lodge losing the required number of members between such time shall not lose the Delegate or Delegates.
(c)New Lodges. A lodge chartered during the Convention year may elect its Delegates and their substitutes any time before the convening of the Convention.
Section 22.Substitute Delegates. Substitute Delegates shall be elected according to the procedures for election of Delegates. No more than ______substitute Delegates shall be elected per lodge. A substitute Delegate shall attend the Convention if one of the elected Delegates cannot attend. The substitute Delegateor Delegates shall be chosen to fill vacancies according to which substitute Delegate received the most votes at the annual lodge meeting.
Section 23.Delegate Requirements.
(a)Qualifies as a Benefit Member.
(b)Is a citizen of the United States of America at the time of election.
(c)Is not an insurance agent (underwriter) selling life insurance in competition with the Society.
(d)Is not an officer, director or agent of another fraternal life insurance society.
(e)Is not an employee of the Society and does not sell or manage the sale of the Society's insurance products.
(f)Meets such other qualifications as determined by the Convention.
Section 24.Term. Delegates and Substitute Delegates shall hold office until their successors are duly elected and qualified. The duly elected and qualified Delegates and alternates to the most recent regular Convention shall be the Delegates and alternates to any Special Convention or for any ballot in lieu of a Special Convention.
Article IX
Board of Directors
Section 25.Board of Directors. The affairs of the Society shall be managed under the direction of the Board of Directors between regular meetings of the Convention. The Board of Directors shall have the authority to provide rules and regulations for the extension and development of the Society and shall have all other necessary and incidental powers to carry out the objectives of the Society and such other duties as prescribed by these Bylaws.
Section 26.Composition. The Board of Directors shall be composed of seven(7) elected Directors, three (3) appointed directors, and the President.
Section 27.Chair. The Board of Directors shall elect a Chair from among its members for a term of one year. The Chair shall preside at all meetings of the Board of Directors and perform such other duties as may be designated by the Board of Directors.
Section 28.Regular Meetings. The Board of Directors shall meet at least quarterly at such dates and times as set by the Chair or the Board of Directors.
Section 29.Special Meetings. Special meetings of the Board of Directors may be called by the Board of Directors Chair or on the written request of any three (3) Board of Directorsmembers. Notice of a special meeting shall be transmitted to each Board of Directorsmember at least seven calendar days before the date of the meeting by mail, facsimile or electronic means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage prepaid. If sent by facsimile or electronic means, such notice shall be deemed to be delivered upon transmission.
Section 30.Location. Meetings of the Board of Directors shall be held at the Home Office of the Society, unless the Chair or the Board of Directors designates an alternative location.
Section 31.Quorum and Voting. A majorityof the Board of Directors shall constitute a quorum, but a smaller number may adjourn a meeting of the Board of Directors for lack of a quorum. The act of a majority of the members present at a meeting at which quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation, Bylaws or applicable law.
Section 32.Electronic Communication. The Board of Directors and any committee or sub-committee of the Board of Directors, or any other meeting of the Society at which written minutes are kept, except the Convention, may meet by telephone conference or other means of communication that allows all participants to simultaneously communicate with each other.
Section 33.Action Without Meeting. Any action required or permitted to be taken by the Board of Directors or any committee or sub-committee of the Board of Directors may be taken without a meeting by written consent of all of its members then in service. A written consent under this provision shall have the same force and effect as a vote taken at a meeting.
Section 34.Report. The Board of Directors shall prepare a report of its acts and doings since the preceding Convention. The reports shall be submitted to the Convention by the Chair.
Section 35.Committee Establishment. The Board of Directors may appoint committees of the Board of Directors to have such authority as the Board of Directors may delegate. Each committee shall consist of three or more Board of Directors members. A majority of the members of each committee shall constitute a quorum for the transaction of all committee business.
Section 36.Finance and Audit Committee. The Finance and Audit Committee shall be responsible for the oversight of the auditors of the Society, the audit of financial statements of the Society, review of investment transactions and performance of the investment portfolio, and such other responsibilities designated to it from time to time.
Article X
Board of Directors
Section 37.Director Requirements.
(a)To be a director of the Board of Directors, an individual must (1)be a Benefit Member; and (2)be capable of assuming the responsibilities as outlined herein and as established by the Society from time to time. These qualifications shall reflect the complexity and magnitude of the business and affairs of the Society and shall therefore include expertise in corporate governance, financial accounting and insurance, among others.
(b)In no event, however, shall a Director(excluding the President) (1)be or have been an employee, field representative, sales agent or broker of the Society, (2)be the spouse or former spouse of a current or former employee, field representative, sales agent or broker of the Society, (3) be a current corporate officer, field manager, sales agent, broker, or director of any other life insurance company or fraternal benefit society, (4) be an immediate family member (parent, spouse, natural or adopted child, sibling) of any person in any of the prohibited categories enumerated above, or (5) have reached age 66 years by January 1 of the calendar year in which the election is held.
Section 38.Election of Directors.
(a)Candidates seeking election for one the seven elected Director positions must indicate their intention to seek election and submitinformation regarding their qualifications for a Director position in accordance with the procedures established by the Board of Directors at least 120 days prior to the Convention. The Board of Directors shall help identify and encourage well qualified candidates from each District to seek election as a Director. The Board of Directors shall review candidate information and may gather additional background information and shall submit the slate of candidates and qualification information to the Convention Committee. The Convention Committee shall provide the slate of candidates and information regarding qualifications to the District Delegates at the Convention. The terms of the elected Directors shall be for four years and commence upon the close of the Convention during which they are elected and terminate upon the close of the following Convention.
(b)Appointed directors shall be elected by the Board of Directors for a one year term of office.
Section 39.Director Vacancy. In case of a vacancy in a Director position, such vacancy shallbe filled by appointment by the Board of Directors.Such appointment shall be by a majority vote of the Board of Directors and shall only be for the unexpired term of the Director.
Section 40.Removal of Directors. A Director may be removed from the Board of Directors"for cause" by a two-thirds affirmative vote of a majority of all members of the Board of Directorsexcluding the Director whose status is at issue at a meeting called for that purpose. "For cause," for purposes of this section, shall include:
(a)inability or failure to perform the duties and responsibilities of a Director;
(b)engaging in conduct unbecoming a Director;
(c)absence from two meetings of the Board of Directorsduring the course of a calendar year, without good cause;
(d)breaching a fiduciary duty owed to the Society, its members or beneficiaries;
(e)materially violating these Bylaws, the Articles of Incorporation, any code of ethics, conflict of interest policy or other policyadopted by the Society; or
(f)ceasing to be a Benefit Member of the Society.
A determination of cause shall be made in the reasonable discretion of the Board of Directors. The Director whose status is at issue shall not be entitled to vote in the matter.
Article XI
Officers
Section 41.President. The President shall be appointed by the Board of Directors. The President shall serve as the chief executive officer of the Society, shall have general supervision and direction of the day to day business and affairs of the Society, and shall perform all duties incident to the position and such other duties as may be prescribed by the Board of Directors from time to time. Subject to such rules and policies as may be prescribed by the Board of Directors, the President shall have authority to appoint and terminate such other officers, agents and employees and to delegate authority to them. The Board of Directors may remove the President by a two-thirds vote of all Directors excluding the President at a meeting called for that purpose
Section 42.Other Principal Officers. Other principal officers of the Society shall be appointed by the President, subject to confirmation as an officer by the Board of Directors.
Section 43.Reasonable Compensation. Reasonable compensation of the President shall be determined by the Board of Directors. Reasonable compensation of all principal officers other than the President shall be recommended by the President and approved by the Board of Directors. In its determination of reasonable compensation, the Board of Directors or a committeedelegated authority for officer compensation shall take into account, among others, the services rendered by the officer, the performance of the officer, the performance of the Society, market and industry standards, and compensation paid to officers of similarly situated fraternal benefit societies.
Article XII
Member Advisory Committees
Section 44.The President may establish and appoint Society members to serve on advisory committees to provide input on Society matters.
Article XIII
Official Bonds
Section 45.Corporate surety bonds shall be secured and the premiums thereof paid by the Society for the President and any other officer, employee or agent of the Society designated by the Board of Directors in an amount as determined by the Board of Directors.
Article XIV
Indemnification
Section 46.To the extent permitted by law, the Society does hereby agree to indemnify and hold harmless each director, officer or employee serving the Society against liability for any claims or causes of action which may be made against any of the above stated individuals, of any kind or nature, for such acts or omissions which would arise in the performance of their duties. The Society shall agree to pay any damages on behalf of any of the above stated individuals for which they may be held liable. The Society shall agree to pay any and all expenses which may be incurred by any of the above stated individuals, including, but not limited to payment of reasonable attorney fees for defense of any claims or cause of action made whatsoever.