The WoodmenLife Articles of Incorporation and Constitution and Laws describe how WoodmenLife is governed, its purposes and objectives as well as the rights of our members.
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The Woodmen of the World Life Insurance Society Articles of Incorporation and Constitution and Laws are part of your benefit certificate. (See Constitution and Laws, Article 6.) They describe how Woodmen of the World Life Insurance Society is governed, its purposes and objectives, as well as your rights as members.
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Name. The name of this corporation is “Woodmen of the World Life Insurance Society,” hereinafter “WoodmenLife.”
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Place of Business. WoodmenLife’s principal office (Home Office) shall be in Omaha, Nebraska, or at any other place the National Board of Directors may select.
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Organization and Powers. WoodmenLife is a Fraternal Benefit Society, organized under the laws of the State of Nebraska, without capital stock, conducted solely for the benefit of its members and their beneficiaries, and not for profit. It shall be operated on a lodge system based on local chapters with a ritualistic form of work and a representative form of government. It shall have all the powers granted by law and shall have perpetual existence unless these Articles of Incorporation are surrendered or WoodmenLife is consolidated, merged or dissolved as authorized by law.
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Purposes and Objectives The purposes and objectives of WoodmenLife shall be:
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Supreme Governing Body. WoodmenLife‘s supreme governing body shall be known as the ”National Convention,“ which shall be composed of its National Convention Representatives as provided for and defined in the Constitution and Laws.
Regular sessions of the National Convention shall be held as often as once in each four calendar years at such times and places as may be determined by the President & CEO of WoodmenLife. Special sessions or referenda may occur as provided by the Constitution and Laws of WoodmenLife.
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Constitution and Laws. WoodmenLife shall have the power, through its National Convention or National Board of Directors, to provide a Constitution and Laws; to provide rules and regulations for its own government and that of its chapters and members and certificate holders; to alter and amend the same at any session of the National Convention or meeting of its National Board of Directors; to provide for the organization of subordinate, subsidiary or affiliated entities such as local chapters and Jurisdictional Conventions and prescribe the laws, rules and regulations for their government; and to do all other acts and things necessary to carry out the purposes and objectives for which it is organized.
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Membership.
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Subordinate Bodies, Subsidiaries and Affiliated Entities. The subordinate bodies of WoodmenLife shall be Jurisdictions, Chapters, and Youth Chapters. The subsidiaries of WoodmenLife shall be those entities established by it. The affiliated entities of WoodmenLife shall include, but are not limited to, fraternal, camp and chapter corporations, as well as not-for-profit organizations as originated by WoodmenLife.
Every adult Good-Standing Benefit Member is assigned to a chapter and can participate in chapter meetings and activities. Each chapter is located within a defined geographical area called a Jurisdiction. Chapters elect Jurisdictional Convention Delegates who attend Jurisdictional Conventions, which are held every four years. Jurisdictional Conventions elect National Convention Delegates who attend a National Convention, which is held every four years during the same year as the Jurisdictional Convention.
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Amendments. These Articles of Incorporation may be altered or amended at any session of the National Convention by a two-thirds vote of the National Convention Representatives or at any meeting of the National Board of Directors by a two-thirds vote of the members thereof.
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The National Convention
Sec. 1. Name.
The supreme legislative and governing body of WoodmenLife shall be known as the National Convention.
Sec. 2. Powers.
Sec. 3. Composition.
Sec. 4. Officers of the National Convention. The officers of the National Convention shall be the same persons as comprise the National Board of Directors of WoodmenLife when the National Convention is not in session.
Sec. 5. Sessions and Quorum of the National Convention.
Sec. 6. National Convention Committees.
Sec. 7. Expenses of National Convention Representatives. The National Convention Representatives shall be paid their reasonable expenses for attending the sessions of the National Convention.
Sec. 8. National Convention Qualification and Disqualification.
Sec. 9. Method of Nomination, Election, Term of Office and Installation of the National Convention Officers.
Sec. 10. Order of Business. At all sessions of the National Convention, business shall be taken up in the order established by the President & CEO. The order of business may be transposed by the presiding officer at any time, as occasion may require.
Sec. 11. Recording and Publishing Proceedings. The Secretary shall record all the proceedings of the National Convention. A synopsis of the proceedings of the National Convention, including all affirmative actions, thereof, shall be published in the official publication of WoodmenLife.
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The National Board of Directors
Sec. 1. Composition and Independent National Directors.
Sec. 2. Duties and Powers.
Sec. 3. Meetings.
Sec. 4. Rule Making Powers; Standing and Special Committees.
The
National Board of Directors may adopt rules under which it may operate and discharge its duties. No roll call
vote shall be required on any issue except in the discretion of the Chairman of the National Board or upon the
request of two-thirds of the members of the National Board of Directors. Any vote may be conducted via secret
ballot at the discretion of the Chairman of the National Board or upon the request of three or more members of
the National Board of Directors and any such rules adopted under this section or previously adopted by the
National Board prior to the adoption of this section shall remain in full force and effect until such time as
two-thirds of the members of the National Board of Directors vote to amend or eliminate said rule. The Chairman
of the National Board may appoint special committees of the National Board of Directors and Chairs of such
committees with the approval of the National Board to expedite work and matters before it for consideration. The
standing committees shall be the Audit, Governance, Compensation, Fraternal, Executive and Investment
Committees. Members of the standing committees shall be appointed by the Chairman of the National Board on an
annual basis, subject to approval by a majority vote of the National Board, and shall be comprised of no fewer
than three or greater than eight Independent National Directors. The members of each standing committee and the
Chairman thereof shall be appointed solely on the basis of his/her qualifications to serve on a standing
committee. With the exception of the Executive and Investment Committees, no person shall serve as Chairman of
more than one standing committee. The number of members of each standing committee shall be determined by the
National Board of Directors consistent with the requirements set forth herein. Notwithstanding these
requirements, the President & CEO and one other Executive Officer recommended by the President & CEO and
approved by the National Board shall be members of the Governance Committee, in addition to no fewer than three
Independent National Directors.
Sec. 5. Vacancy in Directorate.
Sec. 6. Procedure in Event of Vacancy in Office of President & CEO.
In the event of the death, total and permanent disability, resignation, suspension, retirement, or removal
of the President & CEO, the Chairman of the National Board of Directors, if not the President and CEO, or
any Executive Vice President serving on the National Board of Directors, in that order, shall immediately call a
special meeting of the National Board of Directors, which shall nominate and elect by a majority vote a
President & CEO to serve during the unexpired term or the period of such suspension, as applicable. Until
the special meeting of the National Board of Directors, the Executive Vice President, Secretary shall be ex
officio President & CEO.
Sec. 7. Procedure of Determining Disability, Suspension or Removal of Members of
the National Board.
The National Board of Directors shall determine when any member of the National Board is totally and permanently
disabled or should be suspended or removed from office. Any decision by the National Board of Directors that any
member is totally and permanently disabled, or should be suspended or removed from office, shall be by an
affirmative vote of not less than two-thirds of the total membership of the National Board. The removal of the
President & CEO or any Executive Vice President from the National Board of Directors under this section
shall also result in the termination of his/her employment with WoodmenLife as President & CEO or as an
Executive Vice President.
In the case of the Executive Vice Presidents, in addition to removal as outlined above, they may also be removed
by the President & CEO, with or without cause at the sole discretion of the President & CEO.
In the event an employee, Regional Director or Recruiting Sales Manager is a member of the National Board of
Directors and is removed from his position as an employee, Regional Director or Recruiting Sales Manager, said
employee, Regional Director or Recruiting Sales Manager is automatically removed from the National Board of
Directors.
Any member of the National Board suspended or removed under this subsection may appeal to the Judiciary
Committee and National Convention, as provided in Article 1, Section 2(a) and Article 8 of this Constitution and
Laws. This right of appeal does not apply to Executive Vice Presidents removed by the President & CEO with
or without cause.
Sec. 8. Conflicts of Interest. The National Board of Directors shall establish a Conflict of Interest Policy. Any National Board member violating such policy shall be suspended or removed as the National Board shall determine.
Sec. 9. Chairman of the National Board of Directors.
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Other Duties and Powers
Sec. 1. Executive Officers.
The President shall be the Chief Executive Officer (CEO) of WoodmenLife and shall report to the National Board of
Directors. The additional Executive Officers shall be the three Executive Vice Presidents serving on the National
Board of Directors pursuant to Article 2, Section 1 of this Constitution and Laws, one of whom shall be appointed
Secretary of WoodmenLife by the President and CEO of WoodmenLife. The National Board of Directors may approve
additional Executive Vice Presidents, for appointment by the President & CEO, as may be deemed necessary to
manage WoodmenLife. The Executive Vice Presidents shall report to the President & CEO.
The specific duties of the WoodmenLife President and CEO and the Secretary shall be as described in this Constitution and Laws, in the attached Duties of Executive Officers and as assigned. In the case of the President & CEO, the National Board of Directors shall assign additional duties and responsibilities; and in the case of the other Executive Officers, the President & CEO shall assign all other additional duties and responsibilities.
Sec. 2. Bonds of Officers and Employees; Fidelity Bond.
The National Board of Directors and/or the President & CEO shall procure and maintain in force
surety bonds on such officers and employees of WoodmenLife in such form and at least in such amount as required
and specified by the Nebraska Department of Insurance.
Sec. 3. Execution of Contracts.
The President
& CEO and any one of the remaining Executive Officers or, in the absence of the President & CEO, any two
of the remaining Executive Officers of WoodmenLife shall have full power and authority to execute all contracts,
documents and obligations which shall be necessary or desirable for the conduct of WoodmenLife’s affairs
when duly authorized to do so. The President & CEO shall have the power to delegate the signing of contracts
as outlined in Section 1(r) under Duties of Executive Officers. In addition, the National Board of Directors or
the Executive Committee may authorize other officers of WoodmenLife to execute documents which affect their areas
of operation, subject to such directions and limitations as the National Board or Executive Committee may
establish.
Sec. 4. Indemnification of Officers and Employees.
Every officer or employee and every former officer or employee of WoodmenLife shall be indemnified
against losses or judgments assessed against him/her by a court of competent jurisdiction and for expenses
actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding,
civil in nature, in which he/she is made a party by reason of serving WoodmenLife, except in relation to matters
as to which he/she shall be adjudged in such action, suit or proceeding to be guilty of fraud, gross negligence or
malfeasance in the performance of duty.
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Jurisdictions
Sec. 1. Their Establishment and Territorial Limits.
Sec. 2. Composition of Jurisdictional Conventions; Members to Make Reports.
Sec. 3. Jurisdictional Convention Officers and Their Duties.
Jurisdictional Convention Officers
and their duties are described in the Jurisdictional Bylaws, which are attached to this Constitution and Laws and
which may be modified by the National Convention or the National Board of Directors.
Sec. 4. National Convention Representative from the Jurisdictional Convention and
Alternates
Thereto.The President and the Immediate Past President of Jurisdictions shall, by virtue of their
offices,
be National Convention Representatives and shall be the sole National Convention Representatives of Jurisdictions
comprising a single state with more than 4,000 but fewer than 7,000 beneficiary members. Each such Jurisdiction
shall
also be entitled to a National Convention Delegate for each succeeding 4,000 such members or three-fourths
fraction
thereof within said Jurisdiction in excess of the first 4,000 such members.
Jurisdictions comprised of more than one state shall be entitled to National Convention Representatives in
addition to
the President and Immediate Past President as follows: one National Convention Delegate from each state within its
territorial limits having at least 1,000 beneficiary members therein, except the state wherein the President
resides,
plus one National Convention Delegate-at-large for each succeeding 4,000 such members or three-fourths fraction
thereof within said Jurisdiction in excess of the first 4,000 such members. Benefit membership shall be determined
by
the records of the Secretary of WoodmenLife as of November 30 immediately preceding any regular session of the
Jurisdictional Convention.
Each Jurisdictional Convention in regular session shall elect its National Convention Delegates and a like number
of
alternates. The Secretary of WoodmenLife shall mail to the Jurisdictional Presidents and Secretaries, in ample
time, a
statement showing the number of benefit members within their Jurisdiction as of the November 30 preceding and the
number of National Convention Delegates, if any, to which their Jurisdiction is entitled. Benefit members of
WoodmenLife who are benefit members of subordinate bodies located within any Jurisdiction shall be regarded as
living
within the same for all purposes hereof.
Sec. 5. Jurisdictional Sessions, Quorums and Expenses. Provisions describing Jurisdictional Sessions and quorum requirements are set forth in the Jurisdictional Bylaws, which are attached to this Constitution and Laws and which may be modified by the National Convention or the National Board of Directors. The National Board of Directors shall establish guidelines for the payment of Jurisdictional expenses, and shall establish amounts, rules and procedures for additional funds, including a member proration, to be allocated to support the Jurisdictions.
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Chapters
Sec. 1. Chapters and Members Thereof.
WoodmenLife acts on a lodge system based on chapters. The term “chapter” shall include family, adult,
youth, and virtual and/or digital chapters. In addition, chapters may be further defined as subordinate bodies of
WoodmenLife as stated in Article 8 of WoodmenLife’s Articles of Incorporation. Based on availability,
members have the option of joining either a family chapter consisting of adult and youth members or a separate
adult or youth chapter. Adult chapters can either operate as a family chapter or elect to maintain separate adult
and youth chapters. Chapters shall exist only by the issuance of a charter signed by the President & CEO and
Secretary of WoodmenLife. All benefit and social members of WoodmenLife shall be members of the chapter into which
they are assigned, or into which they are transferred, subject to Articles 4 and 7 of the Articles of
Incorporation.
Sec. 2. New Chapters and Youth Chapters. How Chartered. New family, adult and youth chapters may be chartered when at least twenty Good-Standing Benefit Members are secured. No charter shall be issued to youth chapters until at least twelve of the required number have attained the age of eight years. Upon attaining charter strength, a charter and all necessary supplies shall be forwarded by the Secretary of WoodmenLife to all new family, adult and youth chapters.
Sec. 3. Powers and Duties of Chapters.
Sec. 4. Officers of Chapters, Their Duties, Meetings, and Quorum Requirements of Chapters. All provisions relating to chapter officers, their duties, meetings and quorum requirements are contained in the Chapter Bylaws which are attached to this Constitution and Laws and which may be modified by the National Convention or the National Board of Directors.
Sec. 5. Election and Qualification of Jurisdictional Delegates.
Sec. 6. Consolidation and Merger.
Sec. 7. Suspension, Revocation and Reinstatement of Charters.
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Benefit Certificates of Membership
Sec. 1. Benefit Certificate, Form and How Obtained.
Sec. 2. Applications for Membership.
Sec. 3. Designation of Beneficiaries and Changes Thereof.
Sec. 4. Certificate Payments.
All Members Required To Make Payments. All certificate payments due shall be
made to the Home Office of WoodmenLife, on or before the first day of the monthly, quarterly, semiannual, or
annual period it is intended to cover. If the reserves of WoodmenLife as to all or any class of certificates
should become impaired, the National Board of Directors may require each certificate owner of WoodmenLife to make
additional payments equal to the amount of the owner’s equitable proportion of such deficiency as determined
by the National Board, and if the said additional payment shall not be made, it shall stand as an indebtedness
against the certificate and draw interest not to exceed five percent per year, compounded yearly, or alternatively
the owner may consent to a reduction of the corresponding insurance benefit proportionate to the value of the
additional contributions, provided there shall be no personal liability upon any member or upon any applicant for
youth certificate for any such additional payments. The provisions of this paragraph shall not apply to contracts
issued on a variable basis.
Sec. 5. Payment to Beneficiaries and Surviving Beneficiaries.
Sec. 6. Payment of Benefits When All Primary and Alternate Beneficiaries Are Deceased.
Sec. 7. Conflicts Between Certificate Provisions and Constitution and
Laws.
All provisions in benefit certificates shall prevail in the construction of the contractual rights thereunder when
there is a real or apparent conflict between said provisions and this Constitution and Laws.
Sec. 8. Applicable Conditions to Certificates Regarding Costs of Litigation.
The following shall apply to every benefit certificate: In the event WoodmenLife becomes or is made a party to any
court proceeding to determine to whom any payment shall be made because of conflicting claims, or otherwise, to
the proceeds of a benefit certificate, then all court costs and other necessary costs, including a reasonable fee
to the attorney representing WoodmenLife, shall be paid out of the amount due under any such certificate.
Sec. 9. No Person to Have Any Rights Except as Herein Provided.
No member, or any other person claiming benefits or rights under any benefit certificate of membership issued by
WoodmenLife, shall have any rights in, or claim to, any funds of WoodmenLife, except as provided in any such
benefit certificate and/or this Constitution and Laws.
Sec. 10. Miscellaneous Values Payable at Death.
At the death of an
insured member, the benefits to be paid to the person or persons designated by the member, or to any person
identified pursuant to Section 6 of this Article 6, or to any collateral assignee, shall include the contractual
benefits provided by the certificate, plus any funds held by WoodmenLife in an advance premium deposit fund, and
any other funds which WoodmenLife shall determine to be payable in respect to or incidental to the certificate at
the member’s death.
Sec. 11. Total and Permanent Disability at Age Seventy.
Sec. 12. Plan of Apportionment and Readjustment of WoodmenLife.
Sec. 13. Modifying the Terms of a Life Insurance Certificate After
Issue.
Modifying the terms of a life insurance certificate after issue by adding or removing a rider or endorsement,
increasing or decreasing the death benefit, changing the death benefit option, reinstating the certificate after
lapse or changing the rating class is permitted by WoodmenLife, except as limited by the certificate provisions
and subject to WoodmenLife’s underwriting requirements and administrative practices.
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Dispute Resolution Procedures
Sec. 1. Resolution of Chapter and Jurisdiction Disputes.
Sec. 2. Resolution of Individual Disputes.
Sec. 3. Resolution of Disputes of Security Holders.
Any dispute
regarding a security owned by a public and/or institutional customer shall be governed by the terms and conditions
of Woodmen Financial Services, Inc.’s Customer Agreement and Pre-Dispute Arbitration Agreement.
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Judiciary Committee and Appeals Thereto
Jurisdiction and Powers.
The Judiciary Committee shall have appellate de novo jurisdiction, based on the written record only, in all cases
where the alleged offender is found guilty of violating any provision of this Constitution and Laws, provided an
appeal is taken as provided in Article 7, Section 1 of this Constitution and Laws, within thirty days after
written notice is received by the person found guilty, setting forth the grounds, together with the record, or
that part thereof, upon which the appeal is based and the same is filed with the Secretary of WoodmenLife. The
Secretary of WoodmenLife shall forward the appeal, together with the record of said proceedings, to the Secretary
of the Judiciary Committee. The committee shall meet prior to each regular session of the National Convention when
any such appeal is pending, at which time it shall consider all such appeals and render a written decision
thereon, which shall be reported by the Chairman to the National Convention, which may affirm or reverse the
decision in whole or in part. The Judiciary Committee may allow arguments by the appellant and respondent, or any
attorney on their behalf, during the consideration of any appeal.
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Amendments and Other Matters
Sec. 1. Modes of Amending.
This Constitution and Laws may be altered or
amended at any session of the National Convention by two-thirds vote of the National Convention Representatives
constituting the same or any meeting of the National Board of Directors by a two thirds vote of the members
thereof or otherwise the same shall be rejected.
Sec. 2. Amendment Proposals.
Sec. 3. Power to Correct Typographical Errors.
The National Convention directs the Executive Officers of WoodmenLife to correct typographical errors that might
appear in the foregoing Constitution and Laws and to renumber the Articles, Sections, subsections, and/or
subparagraphs in codifying the same so as to place them in proper order but without changing the context, intent
and purpose thereof.
Should any Article, Section, or part of this Constitution and Laws be held invalid for any reason whatsoever by any court of competent jurisdiction, such holding shall not affect the remainder or any part thereof.
Sec. 4. Masculine Includes Feminine and Plural the Singular.
Whenever in this Constitution and Laws and attachments thereto the masculine pronoun is used, it shall be deemed
to include the feminine. Whenever any word or words denoting the singular number is used, it shall be deemed to
include the plural, and vice versa; provided, however, the context thereof does not clearly prohibit such
interpretation.
Sec. 5. Effective Date of This Constitution and Laws.
This Constitution and Laws and attachments thereto, as amended and adopted by a regularly scheduled meeting of
WoodmenLife’s National Board of Directors and effective January 1, 2021, shall be in full force and effect
on and after January 1, 2021, and shall apply to all benefit certificates of membership issued or assumed by
WoodmenLife.
Sec. 6. Parliamentary Authority.
For all matters of procedure before the National Convention, the National Board of Directors and subordinate
bodies, the most currently available edition of Robert’s Rules of Order shall be the parliamentary
authority unless specifically covered in this Constitution and Laws or by specific rules of procedure adopted by
the National Board of Directors.
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The following Bylaws are prescribed for the Governance of WoodmenLife chapters. The term “chapters” shall include those subordinate bodies described in Article 8 of WoodmenLife's Articles of Incorporation. The blank spaces should be filled, not inconsistent with the Constitution and Laws of WoodmenLife, and may be adopted by chapters subject to the approval of the President & CEO of WoodmenLife. Any language in parentheses ( ) is optional and may or may not be incorporated into the Bylaws of a Chapter.
Name and Purpose
Sec. 1. Name.
The name of this chapter shall be _______________ Chapter No. _______________ (if chapter), located in
_______________, State of _______________.
Sec. 2. Members.
This chapter shall be composed of its adult and youth members (adult members only if the chapter maintains a
separate youth chapter).
Sec. 3. Purposes.
This chapter is a subordinate body of Woodmen of the World Life Insurance Society (“WoodmenLife“), a
fraternal benefit society that exists for the exclusive benefit of its members and operates under a lodge system
based on local chapters. The chapter serves four essential purposes:
(a) The chapter and its members form a part of the system that is the foundation through which WoodmenLife's representative form of government is structured and operates;
(b) The chapter represents WoodmenLife in the community by fostering and communicating WoodmenLife's:
PASSION FOR MEMBERS: We act in the best interest of our members at all times, providing them with support and superior service. We own our actions and strive to make a difference for our members and their communities. We operate with speed, integrity and commitment.
SERVICE TO OTHERS: We care deeply about our communities and our country. We give back to our members and the places they call home. We are there for people when they need us most.
INCLUSION: We value our differences and respect what each of us brings to the table. We are committed to diversity and to providing opportunities for growth, leadership and service to all.
COLLABORATIVE SPIRIT: We drive results through collaboration and teamwork. We share a commitment to our goals and to each other throughout every level of the organization. We speak openly and have the courage to address issues to arrive at the best results for our members and our associates.
OPEN-MINDEDNESS: We are open to new ideas and improved ways of doing things. We are solution-oriented and future-focused. We embrace innovation in our pursuit of growth.
(c) The chapter develops and implements plans and initiatives (with specific action items and timelines) to engage in and support community outreach and fraternal activity consistent with WoodmenLife's Common Bond, Mission and Values; and
(d) The chapter partners with all of WoodmenLife's associates, community organizations and community leaders to support community outreach and fraternal activity, increase membership and promote WoodmenLife's insurance and financial services products.
Revised January 1, 2021
The following Bylaws are prescribed for the Governance of WoodmenLife chapters. The term “chapters” shall include those subordinate bodies described in Article 8 of WoodmenLife's Articles of Incorporation. The blank spaces should be filled, not inconsistent with the Constitution and Laws of WoodmenLife, and may be adopted by chapters subject to the approval of the President & CEO of WoodmenLife. Any language in parentheses ( ) is optional and may or may not be incorporated into the Bylaws of a Chapter.
Officers, Election and Installation
Sec. 1. Officers and Their Duties.
The chapter shall have the following mandatory officers: President, Past President, Vice President, Secretary,
Treasurer, and a minimum of two and maximum of three Auditors. The chapter may also have the following officers:
Vice President, Community Outreach; Vice President, Youth Outreach; Vice President, Membership; and Vice
President, Publicity. Officers shall be elected and serve for one year and until their successors are elected and
qualified. The Past President shall attain his/her office by virtue of having previously served as President.
Chapter officers, and their successors in office, shall safeguard the legal title to all property, real, personal and mixed belonging to the chapter. They shall have charge of the securities and all other evidence of property belonging to the chapter (and youth chapter).
(a) President. The President shall preside at all meetings of the chapter; facilitate developing and implementing a plan for the chapter to carry out the purposes noted in Article 1, Section 3 of the Bylaws; approve all expenses of the chapter (and youth chapter and/or youth members attached to the chapter); sign all checks or warrants before payment is made; keep and preserve all property belonging to WoodmenLife and entrusted to his care; instruct all chapter officers in their duties (including the assigning of duties) and see that the duties are timely performed; and fill vacancies in an office by appointment until an election is held.
(b) Past President. The Past President shall install all incoming officers and shall support such officers in their work toward advancing the common bond and mission of WoodmenLife. In the event the President and Vice President are unable to assume the responsibilities of the office of President, the Past President shall assume those duties.
(c) Vice President. The Vice President shall assist the President by assuming responsibility for programs, projects, initiatives, or other assignments that may be made by the President and, in the absence of the President, shall assume his/her duties. The Vice President shall also be responsible for community outreach initiatives that generate new members, the orientation of new members and maintaining a high level of member participation in Chapter events and activities.
(d) Secretary. The Secretary shall have charge of the records of the chapter and keep the minutes of its meetings; attend to chapter correspondence; serve as the contact person with the Home Office through the Fraternal Portal (for all electronic communications); issue all requests for approval of expenses incurred by the family, adult or youth chapter/youth division of the chapter; deliver all books and records to the officers of WoodmenLife and/or their representatives when called upon to do so; provide notification to the Treasurer as to the funds deposited into the proper designated account of the family, adult or youth chapter/youth division of the chapter by WoodmenLife; receive all other payments due the chapter and immediately turn them over to the Treasurer; make a monthly statement to the chapter of all funds received on its behalf; notify the Secretary of WoodmenLife immediately of all transfers and expulsions of members; make all reports and deliver all notices required by the National Board of Directors and/or the President & CEO of WoodmenLife; and promptly notify WoodmenLife, after each election, of the roster of all newly elected officers.
(e) Treasurer. The Treasurer shall verify the deposit of funds into the appropriate chapter account; shall receive all other chapter funds from the Secretary thereof; shall pay all expenses as approved by the Secretary and attested by the President & CEO; shall keep a separate account or record of the different funds received by him/her and deposit them in a secure depository designated by, and to the sole credit of, the chapter (or youth chapter); shall report to the chapter annually the activities of the office during the preceding year; and shall perform all other duties required as assigned by the President of the chapter. NOTE: The Treasurer shall not pay out, or contract to pay out, any sum of money, except for current expenses, unless there has been full compliance with the provisions of Article 4, Section 1.
(f) Auditors. The Auditors shall investigate all loans and investments, audit all reports, books and accounts of the chapter (and youth chapter) at the end of every year, and make a report at the first meeting of the chapter in January of each year. More frequent audits may be conducted at the request of the chapter’s President or Secretary or upon the request of the President & CEO of WoodmenLife or his designee. The Chapter shall elect one of the Auditors as chairperson thereof.
(Optional Officers)
(g) Vice President, Community Outreach. The Vice President, Community Outreach shall coordinate community outreach activities and events as scheduled (on the chapter calendar) with the members/committees responsible for organizing each such activity or event. The Vice President, Community Outreach should also, along with the efforts of the President and other chapter officers, develop/maintain positive relationships between the chapter and various community partners. The Vice President, Community Outreach should participate in the annual calendar planning session to help set the schedule for future community outreach activities and events.
(h) Vice President, Youth Outreach. The Vice President, Youth Outreach shall coordinate youth activities and events as scheduled (on the chapter calendar) with the members/committees responsible for organizing each such activity or event. The Vice President, Youth Outreach should also develop/maintain positive relationships between the chapter and various youth organizations. The Vice President, Youth Outreach should participate in the annual calendar planning session to help set the schedule for youth activities and events.
(i) Vice President, Membership. The Vice President, Membership shall coordinate new member outreach activities and events as scheduled (on the chapter calendar) and encourage members to attend these new member activities and events (including meetings and social functions). The Vice President, Membership is also responsible for introducing new members to others from the chapter and coordinating with any and all of WoodmenLife’s associates to develop referral lists and make introductions of prospective members.
(j) Vice President, Publicity. The Vice President, Publicity shall coordinate with the Chapter President and other officers, chapter committees and the Home Office to publicize local chapter activities and events. This officer should also work closely with WoodmenLife’s Sales associates to bring awareness of WoodmenLife in the community.
Sec. 2. Election and Installation of Officers.
(a) Chapter officers shall be elected by a majority ballot of all members present during a regular or special
meeting in August, September, October, November, or December of each year. The officers so elected or appointed
shall be installed on or before the first meeting the following January. No person may serve as President,
Secretary, Treasurer, or Auditor and another office at the same time. If an office holder accepts appointment or
election to the office of President, Secretary, Treasurer, or Auditor, he/she shall automatically vacate the first
office held.
(b) The outgoing President shall be the installing officer or shall appoint another member to perform that duty or the chapter may do so. All chapter officers may be jointly or severally installed.
(c) It shall be the duty of the Secretary of every chapter to verify that only qualified members are elected and installed as officers and as Jurisdictional Convention Delegates.
(d) Whenever any officer-elect of any chapter shall not be present at the time set forth for installation, unless excused by a two-thirds vote of those present, his/her office shall be declared vacant and an election held to fill the vacancy. Should such officer-elect be excused, as herein provided, he/she shall be installed at the next regular meeting and should he/she fail to do so, his/her office shall be declared vacant and an election held to fill the vacancy.
(e) If charges are proffered against the President, he/she shall stand suspended and the Vice President shall assume the office until the charges are determined by the chapter. If charges are filed against any other officer, the President shall appoint another member to perform the duties of the officer charged until the charges are determined. If determined adversely to such officer, the office shall stand vacated and the chapter shall immediately fill same by election.
Sec. 3. Qualifications of Officer.
Any chapter member over the age of sixteen who is in good standing may be qualified as an officer of the chapter,
except that no member who is, becomes during his/her tenure in office, or has been within the year immediately
preceding, an officer of, an agent of, employed by, independently contracted with or in any other manner
associated with, including becoming a holder of a position of trust with, another fraternal benefit society or
life insuring institution,; may serve as an officer of the chapter or a Jurisdictional Convention Delegate.
If an officer becomes an officer of, an agent of, employed by, independently contracted with, or in any other manner associated with, including becoming a holder of a position of trust with, another fraternal benefit society or life insuring institution during his/her tenure in office, his/her position shall immediately become vacant and the President shall appoint an individual to fill such office until the next election.
Sec. 4. Consecutive Terms.
In order to offer greater opportunity for service by all, and especially to new members of WoodmenLife, no elected
officer other than the Secretary and Treasurer of the chapter shall serve more than two consecutive terms in the
same office, unless there are special reasons for making an exception to the rule. Whether to make an exception
shall be determined by a two-thirds vote of the members present after one meeting’s written notice shall
have been given. The exception must also be submitted to and approved by the President & CEO of WoodmenLife or
his/her designee.
Sec. 5. Duty to Assist All Sales Associates.
All Chapter officers and members shall cooperate and aid authorized WoodmenLife Sales associates and Regional
Directors in securing increased membership and retaining members. Members working counter to this purpose and/or
counter to the mission and common bond of WoodmenLife shall stand suspended from the chapter and may not
participate in any of the business or social affairs of the chapter, Jurisdiction or National Convention.
“Working counter to this purpose” includes, but is not limited to, becoming an officer of, an agent
of, employed by, independently contracted with, or in any other manner, including selling or promoting products of
or becoming a holder of a position of trust with, another fraternal benefit society or life insuring institution,
unless such sales or activity is permitted by WoodmenLife.
Sec. 6. Duties at End of Term of Office.
Every Chapter officer shall, at the expiration of his/her term of office, deliver to the successor in office all
funds, securities, property, records, vouchers, seal, and papers of every kind pertaining to the affairs of their
Chapter (and/or youth chapter) or members attached thereto.
Sec. 7. Absence.
Absence of the most recent Past President or of any
elective officer from three consecutive meetings, unless excused for reasonable cause by a majority vote, will be
considered on the fourth or any subsequent meeting as equivalent to the resignation of said officer, and the
President may order a new election to fill the vacancy. No affirmative action by the chapter is required prior to
the calling of a new election by the President. Such election may be called and held during the fourth meeting
from which the officer in question is absent.
Sec. 8. Removal.
Removal from office of any chapter officer shall automatically occur when any officer is found to have violated
any insurance statute or regulation, any securities regulation or any federal or state criminal law that would
preclude employment or contracting with WoodmenLife, or who becomes, or has been within the year immediately
preceding, an officer of, or holder of a position of trust with, another fraternal benefit society or life
insuring institution. Removal from office of any chapter officer also may be made after one meeting’s
notice, upon the complaint of a member and a vote of two-thirds of the members present, provided that there shall
be at least twelve members in attendance and the accused officer shall have been notified in writing by the
Chapter Secretary to appear and show cause why he/she should not be removed. In the event the accused officer is
the Chapter Secretary, such notice shall be given by the Chapter President
Sec. 9. Vacancies.
The President of the chapter shall have the right to appoint an officer to fill a vacancy until such time as the
chapter shall elect a new officer. Should the office of President become vacant, the Vice President shall assume
that office and shall appoint an individual to fill the vacated office of Vice President.
Sec. 10. Compensation.
No compensation shall be paid officers of the chapter. However, nothing in these Bylaws shall preclude the payment
of reasonable expenses incurred in the legitimate conduct of Chapter business.
Revised January 1, 2021
The following Bylaws are prescribed for the Governance of WoodmenLife chapters. The term “chapters” shall include those subordinate bodies described in Article 8 of WoodmenLife's Articles of Incorporation. The blank spaces should be filled, not inconsistent with the Constitution and Laws of WoodmenLife, and may be adopted by chapters subject to the approval of the President & CEO of WoodmenLife. Any language in parentheses ( ) is optional and may or may not be incorporated into the Bylaws of a Chapter.
Membership, Equal Access, Meetings and Quorum Requirements
Sec. 1. Membership.
The chapter shall accept members in accordance with WoodmenLife’s Constitution and Laws.
Sec. 2. Transfer of Membership.
A member may transfer membership to another chapter by submitting a transfer card to the Home Office. Transfer
cards shall be issued in accordance with WoodmenLife’s Constitution and Laws.
Sec. 3. Equal Access.
The chapter shall implement and enforce WoodmenLife’s Equal Access Policy, which states: WoodmenLife is an
equal access fraternal benefit society. It is the policy of WoodmenLife to seek qualified members on a
nondiscriminatory basis and to provide all members with equal access to and allow their participation in
WoodmenLife’s lodge system based on chapters, chapter events, customer benefits and all other fraternal
activities on a nondiscriminatory basis.
Sec. 4. Regular Meetings.
Chapters shall schedule regular meetings on such dates, times and places as decided by them, as required by law,
and in conformity with WoodmenLife’s chapter calendar guidelines. Failure to hold meetings as required under
this provision for a period of one year may result in the following: suspension of the chapter charter,
consolidation with another chapter, forfeiture of funds remittance, or transfer of members to another chapter(s)
by the President & CEO of WoodmenLife.
Sec. 5. Special Meetings.
Special meetings of chapters may be called by the Chapter President or, in his/her absence, by the Vice President,
at any time, and shall be called when requested in writing to do so by at least three members. The call of any
such special meeting must state the object of the meeting and be mailed by the Secretary to each member’s
last-known address at least ten days prior to the date of such meeting. No other business than that stated in the
notice shall be considered at the special meeting.
Sec. 6. Quorum.
Five members at a regular or special chapter meeting shall constitute a quorum. A fewer number may adjourn to
another date.
Sec. 7. Electronic Meetings.
Regular and special chapter meetings may be conducted electronically in the event of war, national emergency, or
other circumstances as may justify such actions as determined by the President & CEO of WoodmenLife, in his or
her sole discretion, and provided that electronic sessions shall utilize a means of communication by which the
participants may simultaneously hear each other during the meeting.
Revised January 1, 2021
The following Bylaws are prescribed for the Governance of WoodmenLife chapters. The term “chapters” shall include those subordinate bodies described in Article 8 of WoodmenLife's Articles of Incorporation. The blank spaces should be filled, not inconsistent with the Constitution and Laws of WoodmenLife, and may be adopted by chapters subject to the approval of the President & CEO of WoodmenLife. Any language in parentheses ( ) is optional and may or may not be incorporated into the Bylaws of a Chapter.
Chapter Funds, Property, Audits, and Bonds
Sec. 1. Chapter Funds and Property.
Legal title to all property, real, personal and mixed, as well as securities, shall be held in the name of and
owned by the chapter. The Treasurer shall not pay out, or contract to pay out, any sum of money, except for
current expenses, and the chapter officers shall not purchase, acquire, sell, loan, lease, mortgage, encumber, or
otherwise deal with any real or personal property entrusted to their care, unless all of the following conditions
are strictly complied with:
(a) A written resolution is adopted by the chapter containing detailed instructions as to the property, the contents of which shall have been first communicated to every member thereof, together with a written notice mailed/transmitted at least ten days in advance informing the member as to the place and time the resolution will be offered for consideration. The resolution shall pass only if it receives the affirmative vote of two-thirds of the members present at the meeting referred to in the notice.
(b) The resolution and a copy of the written notice must be submitted to the President & CEO and Secretary of WoodmenLife for approval of the action described in the resolution. If approved, the chapter shall appoint and authorize two chapter officers to execute any and all documents necessary to effectuate the transaction involving chapter assets, including real property. Any and all funds which shall come into the hands of the chapter officers as a result of any transactions involving chapter assets shall be paid over immediately by the chapter officers to the Treasurer of the chapter or credited to the proper account.
(c) Funds of the chapter not needed to meet current expenses shall be invested by the Treasurer. In dealing with the funds and property of the chapter, the chapter officers and Treasurer shall observe the standards in dealing with the assets that would be observed by a “prudent person” dealing with the property of another, with a focus upon preservation of capital rather than upon income or gain, and if the chapter officer has special skills, or is named chapter officer on the basis or representations of special skills or expertise, he/she is under a duty to use those skills. WoodmenLife’s National Board of Directors can, by resolution, give further guidance as to investments that would be appropriate for the funds of a chapter.
(d) In no event shall any Chapter divide or distribute funds, or any part thereof, among its members. However, nothing in these Bylaws shall preclude monetary donations to members facing extreme hardship or illness. Such distributions shall be brought to the membership during a regular or special meeting and be voted on by a majority of members present.
Sec. 2. General Fund.
The general fund shall be used for the payment of the necessary expenses of conducting the business of the chapter
and for such other purposes as may be provided by the Bylaws of the chapter. The general fund of the chapter shall
be used only for the purpose of promoting the welfare of the chapter and for the perpetuation of the chapter as an
organization, and its property shall never be divided among its members.
Sec. 3. Auditing Committee.
Each Secretary and Treasurer shall have his/her books current and his/her report made out noting the balance of
each fund on the last day of December, and the Auditors shall examine the books, vouchers and reports, and give a
report at the first regular meeting in the following February.
Sec. 4. Bonds of Officers.
WoodmenLife’s National Board of Directors and/or members of a chapter may require such officers of chapters
to furnish a bond to insure the faithful performance of their duties, the same to be in such forms and sums as
they shall determine. Bonds required by the National Board of Directors shall be paid for by WoodmenLife and those
required by the chapter shall be paid for by the chapter. A blanket bond, instead of individual bonds, may be
authorized.
Revised January 1, 2021
The following Bylaws are prescribed for the Governance of WoodmenLife chapters. The term “chapters” shall include those subordinate bodies described in Article 8 of WoodmenLife's Articles of Incorporation. The blank spaces should be filled, not inconsistent with the Constitution and Laws of WoodmenLife, and may be adopted by chapters subject to the approval of the President & CEO of WoodmenLife. Any language in parentheses ( ) is optional and may or may not be incorporated into the Bylaws of a Chapter.
Disputes and Grievances.
Any disputes or
grievances involving a member or a chapter shall be resolved pursuant to the procedures set forth in Article
7, Section 1 of WoodmenLife’s Constitution and Laws and such other procedures as may be established by
WoodmenLife’s National Board of Directors for handling such disputes or grievances.
Revised January 1, 2021
The following Bylaws are prescribed for the Governance of WoodmenLife chapters. The term “chapters” shall include those subordinate bodies described in Article 8 of WoodmenLife's Articles of Incorporation. The blank spaces should be filled, not inconsistent with the Constitution and Laws of WoodmenLife, and may be adopted by chapters subject to the approval of the President & CEO of WoodmenLife. Any language in parentheses ( ) is optional and may or may not be incorporated into the Bylaws of a Chapter.
Amendments.
These Bylaws may be amended from
time to time by the National Convention or by the National Board of Directors of WoodmenLife.
Revised January 1, 2021
(The following are rules which prescribe the governance of Jurisdictions of WoodmenLife and should be adopted as provisions of the Bylaws of the Jurisdiction.)
Established Jurisdictions and Purposes
Sec. 1. Established Jurisdictions.
The
territory in which the Woodmen of the World Life Insurance Society (“WoodmenLife”) is authorized
to do business shall be divided into units known as Jurisdictions, and the same shall be named to reflect
the geographic location in which they are organized. The specific Jurisdictions shall be as described in
these Bylaws, in the attached List of Jurisdictions, and the same may be amended at any time or from time to
time as deemed by the National Board of Directors of WoodmenLife to be in the best interests of WoodmenLife
and/or each Jurisdiction.
Sec. 2. Purposes. Jurisdictions are subordinate bodies
of WoodmenLife.
WoodmenLife is a fraternal benefit society that exists for the exclusive
benefit of its members and operates under a lodge system based on chapters. This Jurisdiction serves the
following essential purposes:
(1) The Jurisdiction and its members form a part of the system that is the foundation through which WoodmenLife's representative form of government is structured and operates;
(2) The Jurisdiction represents WoodmenLife in its respective geographic area by
fostering and communicating WoodmenLife's:
Common Bond – As members of WoodmenLife, we share a commitment to family, community and country. Through a commitment to family, we become more dedicated family members. Through volunteerism, we strive to be better friends and neighbors. Through our patriotic allegiance, we pledge to be better and more dedicated citizens.
Mission – Uniting hardworking Americans to secure their financial future while strengthening our communities and country.
Values – At WoodmenLife, we value:
Revised January 1, 2021
(The following are rules which prescribe the governance of Jurisdictions of WoodmenLife and should be adopted as provisions of the Bylaws of the Jurisdiction.)
Membership
Sec. 1. Composition.
Each Jurisdictional Convention shall be comprised of its Jurisdictional Convention Representatives, which consists of its Jurisdictional Convention Officers, its National Convention Delegates to the last regular session of the National Convention, members of National Committees residing in the Jurisdiction, and the following, each of whom shall be a Good-Standing Benefit Member of a chapter located in the Jurisdiction: Past Jurisdictional Convention Presidents, Jurisdictional Convention Delegates from chapters located therein, Fraternal Service Committee members and the Regional Director from each state or division thereof within the Jurisdiction.
Sec. 2. Jurisdictional Convention Representatives Leaving the Jurisdiction.
Jurisdictional Convention Representatives relocating outside the Jurisdiction shall be considered to have voluntarily resigned their representation in the Jurisdiction. In the event a Jurisdictional Convention Delegate relocates or is not a Good Standing Benefit Member of a chapter located in the Jurisdiction, the Alternate Jurisdictional Convention Delegate elected by the chapter from which the resigning member was elected shall take over his/her representation. In the case of a Jurisdictional Convention Officer, the President of the Jurisdiction shall appoint a replacement until the vacancy is filled under the election procedure described in Article 3, Section 11(a) of these Bylaws.
Sec. 3. Duty to Assist All Sales Associates.
All Jurisdictional Convention Representatives shall cooperate and aid authorized WoodmenLife Sales associates and Regional Directors in securing increased membership and retaining members. Jurisdictional Convention Representatives working counter to this purpose and/or counter to the mission and vision of WoodmenLife shall stand suspended from the Jurisdiction and may not participate in any of the business or social affairs of the Jurisdictional Convention or National Convention. "Working counter to this purpose" includes, but is not limited to, becoming an agent of, employed by or independently contracted with, or in any other manner, including selling or promoting products of or becoming a holder of a position of trust with, another fraternal benefit society or life insuring institution, unless such sales activity and products are permitted by WoodmenLife.
Revised January 1, 2021
(The following are rules which prescribe the governance of Jurisdictions of WoodmenLife and should be adopted as provisions of the Bylaws of the Jurisdiction.)
Officers, Election and Installation
Sec. 1. Jurisdictional Convention Officers and Their Duties.
The Jurisdictional Convention Officers shall be the following: President, Immediate Past President, Vice President, Secretary, Treasurer, and a minimum of three and maximum of five Auditors. The Jurisdiction may also have the following optional officers: Vice President, Community Outreach; Vice President, Youth Outreach; Vice President, Membership; and Vice President, Publicity. Jurisdictional Convention Officers shall be elected and serve for four years and until their successors are elected and qualified. The Past President shall attain his/her office by virtue of having previously served as President.
(a) Past President. The Immediate Past President shall support the Convention Officers in their work toward advancing the mission and vision of WoodmenLife. In the event the President and Vice President are unable to assume the responsibilities of the office of President, the immediate Past President shall assume those duties until the vacancies are filled under the election procedure described in Article 3, Section 3 of these Bylaws.
(b) President. The President shall preside at all sessions of the Jurisdictional Convention; be the judge of elections and declare the results thereof; except as otherwise set forth in these Bylaws, appoint all committees necessary to expedite the business of the Jurisdictional Convention; fill vacancies in offices by appointment until an election is held under the election procedure described in Article 3, Section 3 of these Bylaws; sign all documents issued by order of the Jurisdictional Convention; cooperate with the President & CEO of WoodmenLife to further the interests of WoodmenLife within the geographic area of the Jurisdiction; make a report to every session pertaining to the business of the Jurisdiction, together with such recommendations as he/she may deem advisable; and perform such other duties as may be required by WoodmenLife’s Constitution and Laws or these Bylaws.
(c) Vice President. The Vice President shall assist the President by assuming responsibility for programs, projects, initiatives, or other assignments that may be made by the President and, in the absence of the President, shall assume his/her duties.
(d) Secretary. The Secretary shall have charge of the records of the Jurisdiction and keep the minutes of its meetings; attend to Jurisdictional correspondence; receive all funds due the Jurisdiction and pay the same immediately to the Treasurer; and perform such other duties as may be required by the Jurisdiction or by the President & CEO of WoodmenLife. The Secretary shall also, within ten days after the adjournment of every session of the Jurisdiction, forward to the Secretary of WoodmenLife a copy of the recorded proceedings of the Jurisdiction, duly signed by the Secretary and the President of the Jurisdiction, together with a duplicate certificate of the Jurisdictional Convention Representatives thereof elected to all offices, including National Convention Delegates and their alternates when appropriate, and a copy of all resolutions and recommendations adopted by the Jurisdictional Convention.
(e) Treasurer. The Treasurer shall be the custodian of the funds of the Jurisdiction, which shall be deposited into a secure depository designated by, and to the sole credit of, the Jurisdiction; shall pay all expenses as approved by the Secretary and attested by the President; shall keep a correct record and complete account of all receipts and disbursements; and shall make a detailed report to each session of the Jurisdictional Convention regarding his/her transactions and furnish a copy thereof to the President, Secretary and Chairperson of Auditors of the Jurisdiction.
(f) Auditors. The Auditors of the Jurisdiction and their successors in office shall examine all claims upon the Jurisdiction; audit the books of the Secretary and Treasurer at each regular session of the Jurisdictional Convention; and make a full report thereon to the Jurisdictional Convention, copies of which they shall furnish to the President, Secretary and Treasurer of the Jurisdiction. Jurisdictional Conventions shall elect one of the Auditors as Chairperson.
(Optional Officers)
(g) Vice President, Community Outreach. The Vice President, Community Outreach shall monitor the community outreach activities and events as scheduled by the chapters within the Jurisdiction and assist in coordinating such activities and events if conducted by the Jurisdiction with the Jurisdictional Convention Representatives/ committees responsible for organizing such activities or events. The Vice President, Community Outreach should also encourage the chapters in the Jurisdiction to develop/maintain positive relationships with community partners and conduct an annual calendar planning session for each chapter to set the schedule for future community outreach activities and events.
(h) Vice President, Youth Outreach. The Vice President, Youth Outreach shall monitor youth activities and events as scheduled by the chapters in the Jurisdiction as well as assist in coordinating such activities and events if conducted by the Jurisdiction. The Vice President, Youth Outreach should also encourage the chapters within the Jurisdiction to develop/maintain positive relationships with various youth organizations and participate in an annual calendar planning session for each chapter to schedule youth activities and events.
(i) Vice President, Membership. The Vice President, Membership shall monitor new member outreach activities and events as scheduled by chapters and shall encourage members to attend these new member outreach activities and events. The Vice President, Membership should also encourage chapters to introduce new members and coordinate with WoodmenLife’s Sales associates to develop referral lists and invite prospective members to chapter activities and social events.
(j) Vice President, Publicity. The Vice President, Publicity shall coordinate with the Jurisdictional President and other Jurisdictional Convention Officers, Jurisdictional committees and the Home Office to publicize activities and events within the Jurisdiction. This officer should also work closely with chapters within the Jurisdiction and WoodmenLife’s Sales associates to bring greater awareness of WoodmenLife within the geographic area of the Jurisdiction.
Sec. 2. Jurisdictional Fraternal Committee, Election, Term of Office, Report to the Jurisdiction; Vacancy.
(a) The Jurisdictional Fraternal Committee shall be composed of a chairperson and not fewer than two or more than four additional members and shall be elected by each Jurisdiction in the same manner and for the same term as the officers of the Jurisdiction.
(b) The members of the Jurisdictional Fraternal Committee shall be members of the Jurisdictional Convention with all rights and privileges of any other member.
(c) The committee shall have the responsibility of promoting fraternalism within the Jurisdiction and of preparing reports and making recommendations concerning the advancement of WoodmenLife’s fraternal endeavors. The committee shall coordinate the Jurisdictional Fraternal Program with the National Program through the Office of the Executive Vice President, Secretary, and the committee chairperson shall make a report to each session of the Jurisdiction.
(d) Any vacancy existing on the committee may be filled by the Jurisdictional President.
Sec. 3. Election and Installation of Jurisdictional Convention Officers.
(a) A procedure for nominating a Jurisdictional Convention Representative to serve as a Jurisdictional Convention Officer shall be established by the Jurisdiction and may involve nominating such Jurisdictional Convention Representatives through a nominating committee or nominations made from the floor.
(b) Once the report of the nominating committee is accepted and no additional nominations are received or, in the case of nominations from the floor, all nominations are received and the process is closed, Jurisdictional Convention Officers shall be elected by a majority of all Jurisdictional Convention Representatives present at each quadrennial session of the Jurisdiction. The Jurisdictional Convention Officers so elected shall be installed during the same meeting of the Jurisdiction in which they were elected.
(c) Any National Director who is present may preside at the installation of all incoming Jurisdictional Convention Officers. In the event that no National Director is present, the Immediate Past President shall preside at the installation or shall appoint any other Jurisdictional Convention Representative to perform that duty. All Jurisdictional Convention Officers may be jointly or severally installed.
Sec. 4. Qualifications of Jurisdictional Convention Officers.
(a) Any Good Standing Benefit Member of WoodmenLife who resides in the Jurisdiction and is a Jurisdictional Convention Representative as described in Article 2, Section 1 of these Bylaws is qualified to serve as a Jurisdictional Convention Officer, except that no such Jurisdictional Convention Representative who is, becomes during his/her tenure in office, or has been within the year immediately preceding, an agent of, employed by, independently contracted with, or in any other manner selling or promoting products of another fraternal benefit society or life insuring institution unless such sales and products are authorized by WoodmenLife, may serve as a Jurisdictional Convention Officer or a National Convention Representative. If a Jurisdictional Convention Representative becomes disqualified during his/her tenure in office, his/her position shall immediately become vacant and the Jurisdictional Convention President shall appoint an individual to fill such office until an election is held.
(b) No person who has retired as an officer, member of the National Board of Directors or employee, including a Sales Representative of WoodmenLife, and is drawing retirement or disability benefits from WoodmenLife, may be elected as the Jurisdictional President or as a National Convention Delegate or alternate thereto.
(c) No person, including an alternate National Convention Delegate, may serve in two Jurisdictional offices at the same time. If a Jurisdictional Convention Officer or National Convention Delegate accepts appointment to an additional office, he/she shall automatically vacate the first office held.
Sec. 5. Officers to Report to the Jurisdictional Convention.
All Jurisdictional Convention Officers and National Convention Delegates shall make written report to the Jurisdictional Conventions, reporting their activities on behalf of WoodmenLife since assuming their offices.
Sec. 6. National Convention Delegates and Alternates.
National Convention Delegates and alternates thereto shall be elected at all regular sessions of the Jurisdiction held in the same year as WoodmenLife’s National Convention in the manner described in Article 3, Section 3 of these Bylaws.
Sec. 7. Bonds of Jurisdictional Convention Officers.
WoodmenLife’s National Board of Directors and/or Jurisdictional Convention Representatives may require certain Jurisdictional Convention Officers to furnish a bond to insure the faithful performance of their duties, the same to be in such forms and sums as they shall determine. Bonds required by the National Board of Directors shall be paid for by WoodmenLife, and those required by the Jurisdictional Convention Representatives shall be paid for by the Jurisdiction. A blanket bond, instead of individual bonds, may be authorized.
Sec. 8. Consecutive Terms.
In order to offer greater opportunity for service by all, and especially to newer members of WoodmenLife, no elected Jurisdictional Convention Officer other than the Secretary or Treasurer shall serve consecutive terms in the same office, unless there are special reasons for making an exception to the rule. Whether to make an exception shall be determined by a two-thirds vote of the members present at either a regular or special meeting of the Jurisdiction.
Sec. 9. Duties at End of Term of Office.
Every Jurisdictional Convention Officer shall, at the expiration of his/her term of office, deliver to the successor in office all funds, securities, property, records, vouchers, seals, and papers of every kind pertaining to the affairs of the Jurisdiction.
Sec. 10. Removal.
Removal from office of any Jurisdictional Convention Officer shall automatically occur when any Jurisdictional Convention Officer is found to have violated any insurance statute or regulation, any securities regulation or any federal or state criminal law that would preclude employment with WoodmenLife or who becomes, or has been within the year immediately preceding, an agent of, employed by, independently contracted with, or in any other manner sold or promoted products of another fraternal benefit society or life insuring institution unless such sales and products are authorized by WoodmenLife. Removal from office of any Jurisdictional Convention Officer may also occur upon the complaint of any Jurisdictional Convention Representative to the President of the Jurisdiction after ten days’ written notice by the Secretary to each Jurisdictional Convention Representative and a vote of two-thirds of the Jurisdictional Convention Representatives present at any regular meeting of the Jurisdiction or at a special meeting called for that purpose, provided that there shall be at least twelve Jurisdictional Convention Representatives in attendance and the accused Jurisdictional Convention Officer shall have been notified in writing by the Jurisdictional Secretary to appear and show cause why he/she should not be removed. If any Jurisdictional Convention Representative seeks to remove the Jurisdictional President from office, complaint shall be made to the Jurisdictional Vice President, who shall cause the Secretary to send the notices described above.
Sec. 11. Vacancies.
(a) The President of the Jurisdiction shall have the right to appoint a Jurisdictional Convention Officer to fill a vacancy until such time as the Jurisdictional Convention Officers shall elect a new officer. In the event the office of President should become vacant, either through removal, resignation or death, the Vice President shall assume the position of President and shall appoint a Jurisdictional Convention Officer to the office of Vice President until such time as the Jurisdictional Convention Officers shall elect a new Vice President. In the event that both the offices of President and Vice President shall become vacant at the same time, the Immediate Past Jurisdictional President shall serve in the office of President and shall appoint a Vice President, each of whom shall serve in such offices until such time as the election is held and the new Jurisdictional Convention Officers are installed. In the event the Immediate Past Jurisdictional President is unable to serve as Jurisdictional President, a preceding Past Jurisdictional President, in order of he/she who most recently served in such position, shall serve in his/her stead.
(b) When any Jurisdictional Convention Officer or National Convention Delegate from any Jurisdiction and/or his/her alternate moves from the geographic area of his/her Jurisdiction for any reason, his/her office and membership therein shall immediately become vacant, except in the case where he/she resides in an adjoining state and continues to be active in the Jurisdiction he/she represents.
(c) If the Chapter to which any Jurisdictional Convention Officer or National Convention Delegate from a Jurisdiction belongs shall have less than twenty members in good standing on December 31 immediately preceding the session of the Jurisdictional Convention, his/her office therein shall immediately become vacated, and all rights and privileges thereof shall cease.
Sec. 12. Compensation.
No compensation shall be paid to the Jurisdictional Convention Officers. Nothing in these Bylaws, however, shall preclude the payment of reasonable expenses incurred in the legitimate conduct of Jurisdictional business.
Revised January 1, 2021
(The following are rules which prescribe the governance of Jurisdictions of WoodmenLife and should be adopted as provisions of the Bylaws of the Jurisdiction.)
Equal Access, Meetings and Quorum Requirements
Sec. 1. Equal Access.
The Jurisdiction shall implement and enforce WoodmenLife’s Equal Access Policy, which states: WoodmenLife is
an equal access fraternal benefit society. It is the policy of WoodmenLife to seek qualified members on a
nondiscriminatory basis and to provide all members with equal access to and allow their participation in
WoodmenLife’s chapter system, chapter events, customer benefits and all other fraternal activities on a
nondiscriminatory basis.
Sec. 2. Sessions and Quorums of Jurisdictional Conventions.
(a) Regular Sessions. Regular sessions of Jurisdictional Conventions shall
be held quadrennially. These regular sessions shall be held at such places within the geographic area of the
Jurisdiction as the Jurisdictional Convention Officers shall determine, on such dates as the President & CEO
of WoodmenLife shall approve, which shall not be earlier than the first Tuesday in March or later than the fourth
Tuesday in May of the Jurisdictional meeting year. The Secretary of the Jurisdiction shall notify the Secretary of
WoodmenLife of the place chosen for the next session of their Jurisdictional Convention not later than November 30
preceding any session thereof. Sessions of the Jurisdictional Convention may be postponed or conducted
electronically in the event of war, national emergency, or other circumstances as may justify such actions as
determined by the President & CEO of WoodmenLife, in his or her sole discretion, and provided that electronic
sessions shall utilize a means of communication by which all Jurisdictional Convention Representatives
participating may simultaneously hear each other during the session.
(b) Special Sessions.
(c) Quorum. A majority of the Jurisdictional Convention Representatives entitled to sit in any session of any Jurisdictional Convention shall constitute a quorum for the transaction of any business rightfully presented for action. A fewer number may adjourn to another date. A majority of any committee of any Jurisdictional Convention shall constitute a quorum for the transaction of any business rightfully presented for action. A fewer number may adjourn to another date.
(d) Order of Business. The order of business at each regular or special session shall be determined by the Jurisdictional President and the Jurisdictional Convention Officers.
Sec. 3. Meetings and Quorums of Jurisdictional Convention Officers.
(a) Regular. The Jurisdictional Convention Officers may hold regular
meetings on such dates and at such places as may be determined by them.
(b) Special. Special meetings of the Jurisdictional Convention Officers may be called by the President of the Jurisdiction, at such times and places as he/she shall determine, whenever the President deems it necessary for the good of the Jurisdiction and shall be called whenever five Jurisdictional Convention Officers, in writing, request the same.
(c) Quorum. A majority of the Jurisdictional Convention Officers shall constitute a quorum at all meetings, but the affirmative vote of a majority of the Jurisdictional Convention Representatives qualified to vote on any matter shall be required to determine all issues rightfully before the Jurisdictional Convention Representatives. A fewer number may adjourn to another date.
(d) Order of Business. The order of business at each regular or special meeting shall be determined by the Jurisdictional President and the Jurisdictional Convention Officers.
(e) Conduct. Any meeting, regular or special, of the Jurisdictional Convention Officers may be conducted by telephone and/or video conference at the discretion of the President of the Jurisdiction. Furthermore, in the event a Jurisdictional Convention Officer is unable to appear in person at any meeting, regular or special, of the Jurisdictional Convention Officers, said Officer may appear via telephone and/or video conference at the discretion of the President of the Jurisdiction.
Sec. 4. Prerogatives of the National Convention Officers.
(a) National Convention Officers shall be admitted to all sessions of the Jurisdictional meetings, with full
authority to report and discuss any matter affecting WoodmenLife, but they shall have no voting rights.
(b) Should the President or any other Jurisdiction Convention Representative proceed contrary to the laws of WoodmenLife, the highest ranking National Convention Officer present shall have authority to assume the position and authority of the Jurisdictional President.
(c) Should any Jurisdictional Convention Representative refuse to allow or prevent said National Convention Officer from assuming the position and authority of the Jurisdictional President, said Jurisdiction shall be denied representation in the National Convention.
Revised January 1, 2021
(The following are rules which prescribe the governance of Jurisdictions of WoodmenLife and should be adopted as provisions of the Bylaws of the Jurisdiction.)
Jurisdiction Funds, Property and Audits
Sec. 1. Jurisdictional Expenses.
(a) Jurisdictions shall approve and pay those expenses associated with the Jurisdictional meetings and conducting
the affairs of the Jurisdiction. As to reasonable expenses of Jurisdictional Convention Representatives or
Jurisdictional Convention Officers, no claim shall be allowed by any Jurisdiction unless and until the same has
been referred to, and approved by, the Treasurer or a committee of the Jurisdiction appointed for that purpose,
and then only after such recommendation has been adopted, in whole or in part, by a vote of the Jurisdictional
Convention Representatives.
(b) Any Past President not residing within the territory of the Jurisdiction shall be limited to travel expenses from the chapter within the Jurisdiction in which he/she holds a membership to the site of the Jurisdictional meeting.
(c) The reasonable expenses of Jurisdictional Convention Delegates to attend the Jurisdictional meetings, or any part of such expense, may be paid by the chapter represented by such Jurisdictional Convention Delegate.
Sec. 2. Member Proration.
(a) In addition to all other sums, WoodmenLife shall pay a member proration to help defray the costs of holding
each regular meeting of the Jurisdiction. The amount of the member proration shall be established by the National
Board of Directors for each and every Good Standing Benefit Member credited to the subordinate bodies located
within the geographic area of the Jurisdiction as shown on the records of the Secretary of WoodmenLife as of
November 30 immediately preceding any regular meeting of the Jurisdiction.
(b) Should the proration herein provided for, and contributed by WoodmenLife, exceed the expenses of the regular meeting of the Jurisdiction, the surplus funds may be used to pay, in whole or in part, a Jurisdictional Convention Delegate’s reasonable expenses.
Sec. 3. Jurisdictional Funds and Property.
The Treasurer shall not pay out, or contract to pay out, any sum of money, except for current expenses, and the
Auditors shall not purchase, acquire, sell, loan, lease, mortgage, encumber, or otherwise deal with any real or
personal property entrusted to their care, unless all of the following conditions are strictly complied with:
(a) A written resolution is adopted by the Jurisdiction containing detailed instructions as to the property, the contents of which shall have been first communicated to every Jurisdictional Convention Representative thereof together with a written notice mailed/transmitted at least ten days in advance informing the Jurisdictional Convention Representatives as to the place and time the resolution will be offered for consideration. The resolution shall pass only if it receives the affirmative vote of two-thirds of the Jurisdictional Convention Representatives present at the meeting referred to in the notice.
(b) The resolution and a copy of the written notice must be submitted to the President & CEO and Secretary of WoodmenLife for approval of the action described in the resolution. Any and all funds which shall come into the possession of the Auditors as a result of any transactions involving Jurisdiction assets shall be paid over immediately by the Auditors to the Treasurer or credited to the proper account.
(c) Funds of the Jurisdiction not needed to meet current expenses shall be invested by the Treasurer. In dealing with the funds and property of the Jurisdiction, the Jurisdictional Convention Officers and Treasurer shall observe the standards in dealing with the assets that would be observed by a “prudent person” dealing with the property of another, with a focus upon preservation of capital rather than income or gains, and if the Jurisdictional Convention Officer or Treasurer has special skills or is named Jurisdictional Convention Officer or Treasurer on the basis or representations of special skills or expertise, he or she is under a duty to use those skills. WoodmenLife’s National Board of Directors can, by resolution, give further guidance as to investments that would be appropriate for the funds of a Jurisdiction.
(d) In no event shall any Jurisdiction divide or distribute funds, or any part thereof, among its Jurisdictional Convention Representatives.
Sec. 4. Auditing Committee.
Each Secretary and Treasurer shall have his/her books current and his/her report made noting the balance of each
fund on the last day of December each year, and the Auditors, acting as the Auditing Committee, shall examine the
books, vouchers and reports and give a written report to the President by March 1 of the following year. Such
report shall be made available for examination by any Jurisdictional Convention Representative who so requests.
Revised January 1, 2021
(The following are rules which prescribe the governance of Jurisdictions of WoodmenLife and should be adopted as provisions of the Bylaws of the Jurisdiction.)
Disputes and Grievances.
Any disputes or grievances involving a Jurisdictional Convention Representative may be submitted by a
Jurisdictional Convention Representative having knowledge of the issue with the President of the
Jurisdiction. The President of the Jurisdiction shall review the dispute or grievance and render a
determination within thirty days of receipt of the dispute or grievance. The President of the
Jurisdiction’s determination of the dispute or grievance may be appealed in writing to the President
& CEO of WoodmenLife within thirty days of the President of the Jurisdiction’s determination. The
President & CEO decision shall be final unless the member or Jurisdiction files a written appeal of the
decision within thirty days to the Judiciary Committee as provided for in Article 8 of the Constitution and
Laws. The decision of the President & CEO will be effective unless and until the decision is modified by
the Judiciary Committee.
Revised January 1, 2021
(The following are rules which prescribe the governance of Jurisdictions of WoodmenLife and should be adopted as provisions of the Bylaws of the Jurisdiction.)
Amendments.
These Bylaws may be amended in the following manner only: (a) by the method set forth in Article 2, Section
2 (c), of WoodmenLife’s Constitution and Laws; or (b) by adopting proposals for such amendments in
writing, originating from any of the regular meetings of a Jurisdiction or the National Convention and
enacted in accordance with Article 9, Section 1 of WoodmenLife’s Constitution and Laws.
Revised January 1, 2021
The territory in which WoodmenLife is authorized to do business shall be divided into units known as Jurisdictions and the same shall be as follows:
(1) Jurisdiction of Alabama, composed of the State of Alabama.
(2) Jurisdiction of Arkansas, composed of the State of Arkansas and the counties of Boone, Cass, Clay, Greene, Howell, Jackson, Livingston, and Platte, Missouri.
(3) Jurisdiction of California, composed of the States of California, Hawaii, Nevada, Washington, Oregon, Idaho, Utah, Wyoming, Alaska, and Montana.
(4) Jurisdiction of Florida, composed of the State of Florida.
(5) Jurisdiction of Georgia, composed of the State of Georgia.
(6) Jurisdiction of the Great Lakes, composed of the States of Illinois, Indiana and Michigan and the counties of Audrain, St. Charles and St. Louis, Missouri.
(7) Jurisdiction of Iowa, composed of the States of Iowa, Minnesota and Wisconsin.
(8) Jurisdiction of Kentucky, composed of the State of Kentucky and the county of Dunklin, Missouri.
(9) Jurisdiction of Louisiana, composed of the State of Louisiana.
(10) Jurisdiction of the Mid-Atlantic, composed of the States of Delaware, Maryland and the District of Columbia.
(11) Jurisdiction of Mississippi, composed of the State of Mississippi.
(12) Jurisdiction of Nebraska, composed of the States of Nebraska, North Dakota, South Dakota, and Colorado.
(13) Jurisdiction of New Mexico, composed of the States of New Mexico and Arizona and the counties of El Paso and Hudspeth, Texas.
(14) Jurisdiction of the Northeast, composed of the States of New York, Connecticut, Massachusetts, Rhode Island, Maine, New Hampshire, New Jersey, and Vermont.
(15) Jurisdiction of North Carolina, composed of the State of North Carolina.
(16) Jurisdiction of Ohio, composed of the State of Ohio.
(17) Jurisdiction of Oklahoma-Kansas, composed of the States of Oklahoma and Kansas.
(18) Jurisdiction of Pennsylvania, composed of the State of Pennsylvania.
(19) Jurisdiction of South Carolina, composed of the State of South Carolina.
(20) Jurisdiction of Tennessee, composed of the State of Tennessee.
(21) Jurisdiction of Texas, composed of the State of Texas except for the counties of El Paso and Hudspeth.
(22) Jurisdiction of Virginia, composed of the State of Virginia.
(23) Jurisdiction of West Virginia, composed of the State of West Virginia.
Revised January 1, 2021
Sec. 1.
When the President takes the Chair, the officers and members take their respective seats.
Sec. 2.
No member shall interrupt another while speaking unless to raise a point of order, and while speaking no member shall pass between him/her and the President.
Sec. 3.
Every member who desires to speak shall arise and respectfully address the President and, while speaking, shall confine himself/herself to the question under consideration and avoid all personalities, indecorous and sarcastic language or reflection on the chapter, or its members.
Sec. 4.
If two or more members arise to speak at the same time, the President shall decide who is entitled to the floor.
Sec. 5.
No member shall speak more than once on the same subject until all members desiring to speak shall have had an opportunity to do so and not more than twice without permission from the President.
Sec. 6.
If a member, while speaking, be called to order by the President, he/she shall cease speaking and take his (her) seat until the question of order has been determined and permission is given him/her by the President to proceed.
Sec. 7.
No motion shall be subject to debate until it has been seconded and stated by the President, and it shall be reduced to writing if requested by any member.
Sec. 8.
Any member may call for a division of a question, which shall be divided if it embraces two or more distinct propositions.
Sec. 9.
When a question is before the chapter, no other motion shall be entertained except to move the previous question, to lay on the table, to postpone indefinitely, to postpone to a certain time, to recommit or to amend, which motions shall severally have precedence in the order named.
Sec. 10.
When a question is postponed indefinitely, it shall not be acted on again during the session.
Sec. 11.
On the call of five members, the chapter may demand that the previous question shall be put, and until it is decided, further amendments to the main question and debate thereon shall be precluded.
Sec. 12.
The previous question shall be put in this form: “Shall the main question be now put?”
Sec. 13.
When a blank is to be filled and different sums, numbers or times shall be proposed, the question shall first be taken on the highest sum or number and on the longest or latest time.
Sec. 14.
Every member present shall, if requested, vote on every question before the chapter unless for special reason the chapter shall excuse him/her.
Sec. 15.
No motion for reconsideration shall be entertained unless moved by a member who voted with the majority in the first instance and be made within two meetings after taking the vote on the motion.
Sec. 16.
The member first named on a committee shall act as chairman thereof, unless one shall be agreed on by the committee.
Sec. 17.
The consequences of a measure may be attacked in strong terms, but the good faith of those who propose or advocate it shall not be challenged.
Sec. 18.
While the President is putting a question or addressing the chapter, no member shall walk about or leave the hall or engage in conversation.
Sec. 19.
No motion can be made by a member while another is speaking, and no motion can be made without the member’s arising and addressing the Chair.
Sec. 20.
No member shall arise to speak until the one occupying the floor shall have taken his/her) seat, and if the member wishing to follow has spoken on the subject twice, he/she shall not be recognized by the President until others have had an opportunity to speak.
Sec. 21.
No member shall commence speaking on a question until recognized by the President.
Sec. 22.
Whenever a question shall arise in the chapter as to the construction of the laws, it shall be referred to the President & CEO of WoodmenLife, whose decision shall be entered on the minutes and be final.
Sec. 23.
In all matters not expressly covered above, any questions of order shall be resolved as provided by the most currently available edition of Robert’s Rules of Order.
Revised January 1, 2021
Sec. 1. The President & CEO.
The President & CEO shall be the chief executive officer of WoodmenLife and shall have general supervision
over
the affairs of WoodmenLife. The President & CEO shall:
(a) be a member of the Executive and Investment Committees;
(b) preside over all sessions of the National Convention and all meetings of the Executive and Investment Committees or designate someone to do so;
(c) enter into written contracts with Sales associates for the solicitation of applications for membership under such terms as may be agreed upon, subject to the review of any such contracts by the National Board of Directors at its discretion;
(d) prescribe and/or approve all forms and blanks and all other printed materials and publications issued or used by WoodmenLife or the National Convention and any of its departments, subdivisions, subordinate bodies, and associates, or cause the same to be done, and no officer, associate or member, or other persons, shall publish or use any such materials not so authorized or approved;
(e) prescribe the forms of all benefit certificates of membership to be issued by WoodmenLife and prescribe all plans under which persons are admitted to membership in WoodmenLife, together with the rates of payments under any and all such certificates when such plans and amounts have not been theretofore prescribed by the National Convention or the National Board of Directors;
(f) have authority to reinsure or coinsure WoodmenLife’s liability, or any portion thereof, on any and all certificates of membership now outstanding and/or hereafter issued;
(g) with the assistance and approval of the National Board of Directors, prepare and publish the rituals and ceremonials of WoodmenLife; be the custodian of and instructor in all the rituals thereof; and promulgate to all chapters the password to be used in conjunction with the historic ritual;
(h) examine, or cause to be examined, every application for membership in WoodmenLife and every application for any benefit and, if found to conform to all requirements for such, shall approve said applications or cause the same to be done;
(i) subject to the limitations elsewhere contained in the Constitution and Laws, establish rules and rates with reference to applications on standard and substandard risks and, with respect thereto, shall classify all such risks as to physical and mental impairment, occupation, residence, habits, morals, environment, finances, previous experience and any other factors that may be deemed wise, and cause to be fixed such rules, rates and extra rates as may be required by customary underwriting practices;
(j) grant written dispensations for any purpose except to admit a person to membership who is not physically or mentally qualified under the Constitution and Laws, provided that no authority is given to do anything that will impair the contract of a beneficiary member of WoodmenLife;
(k) make a report on the state of affairs of WoodmenLife at each regular session of the National Convention;
(l) sign all documents and other papers requiring his/her signature and customarily signed by the president of a corporation;
(m) appoint committees from the Good Standing Benefit Members of WoodmenLife to assist in WoodmenLife’s management, to be known as Presidential Committees, and which committees shall be responsible to and under the direction of the President & CEO;
(n) appoint persons to examine or audit the books, records and accounts of any subordinate body of WoodmenLife, or officers thereof, and may suspend or remove from office any officer of any subordinate body thereof when satisfactory information exists that any such officer is negligent of his/her duties or incompetent;
(o) whenever the President & CEO of WoodmenLife believes that the funds and/or property of any subordinate body are being or will be improperly diverted, disposed of, wasted, destroyed or distributed, he/she shall have full authority, in the name of WoodmenLife, to have such action enjoined and to seize such funds and/or property by action in court or otherwise, in order to preserve the same. He/She may render to the subordinate body concerned such report regarding any examination of its books or such other action herein authorized as he/she shall deem necessary; and
(p) discipline and, in furtherance thereof, have power to suspend or revoke charters of subordinate bodies for:
(1) refusing to conform to the Constitution and Laws and Bylaws and Rules of Order of subordinate Chapters;
(2) refusing to make reports required by WoodmenLife or any of its officers;
(3) wrongfully withholding any funds or property belonging to WoodmenLife or any of its subordinate bodies;
(4) disseminating communications or circulars derogatory to WoodmenLife or any of its officers;
(5) soliciting contributions when not authorized by the President & CEO of WoodmenLife except for typical fraternal and community activities;
(6) instituting suits or other legal proceedings against WoodmenLife or any of its officers without first using the Dispute Resolution Procedures as outlined in Article 7 of the Constitution and Laws; or
(7) failing or refusing to comply with or conform to any lawful demand by the President & CEO or other officers of WoodmenLife.
The members of any subordinate body whose charter has been suspended or revoked shall continue to make their required payments to the Home Office of WoodmenLife until the matter shall be finally determined in accordance with the Constitution and Laws.
Any member of WoodmenLife who is found by the President & CEO of WoodmenLife, after due inquiry, to be responsible for any of the foregoing acts shall be barred from a seat in any Jurisdictional or National Convention and, if occupying such an office, shall be removed; and if such member is an officer of a subordinate body of WoodmenLife, the President & CEO of WoodmenLife may declare the office vacant.
Any subordinate body, and any member thereof, aggrieved by any action herein authorized may appeal to the Judiciary Committee by giving written notice thereof to the Secretary of WoodmenLife within thirty days after notice of any such action. The matter shall be disposed of by the Judiciary Committee as provided in Article 8 of the Constitution and Laws;
(q) appoint one or more approving officers who shall serve at the pleasure of the Executive Committee, and whose duty it shall be to examine and approve every claim against WoodmenLife payable from any of its funds, except in any benefit certificate, and no check shall be drawn unless and until approved by an approving officer (no such person shall have authority to approve his/her own claim against WoodmenLife);
(r) have authority to designate individuals in addition to the Executive Officers authorized to execute contracts on behalf of WoodmenLife;
(s) except as otherwise specified by the National Board of Directors within its constitutional authority, and not inconsistently with or repugnant to their duties and functions set forth and defined elsewhere in the Constitution and Laws, have authority to designate the title of any officer or other person employed in any capacity by WoodmenLife and to assign and reassign the duties of all Executive Officers, officers and associates of WoodmenLife;
(t) make recommendation to the National Board of Directors for the appointment of a General Counsel and/or Chief Legal Officer, who shall serve at the pleasure of the Board and who shall be under the direct supervision of the President & CEO and perform all duties assigned;
(u) appoint three Executive Vice Presidents, one of whom shall be appointed Secretary of WoodmenLife, and any other additional Executive Vice President position approved by the National Board of Directors;
(v) appoint a Medical Director, who shall be under the direct supervision of the Chief Underwriter and who shall perform all duties assigned;
(w) administer the National Fraternal Program and report on same to the National Convention;
(x) have the authority to suspend or remove chapter and/or Jurisdictional officers or members of any subordinate body of WoodmenLife when, in his opinion, good cause exists for such removal; and
(y) perform such other duties as are imposed upon him/her in the Constitution and Laws or as may be assigned to him/her by the National Convention and/or the National Board of Directors and which are not otherwise inconsistent with the Constitution and Laws.
Sec. 2. Executive Vice President, Secretary.
The Secretary shall be the chief recording officer of WoodmenLife organizational documents and shall:
(a) be responsible for and keep and maintain all the official organizational records of WoodmenLife, the National Convention, the National Board of Directors, the Executive and Investment Committees, and all other committees provided for herein, except such records as are specifically exempted and made the special trust of another officer under the Constitution and Laws;
(b) at all sessions of the National Convention, meetings of the National Board of Directors and Standing Committees, all bills, communications and all other papers shall be read by him/her, or they shall be read by someone appointed by the President & CEO, except reports of other committees, which may be read by the Chairman or any member thereof;
(c) make a full and complete report of all his/her transactions to every regular session of the National Convention;
(d) make full and complete reports, in the manner and time required by the several state insurance departments and all other government agencies having jurisdiction over any of the affairs of WoodmenLife;
(e) sign all official documents of WoodmenLife requiring his/her signature, affixing thereto the seal of WoodmenLife when necessary; and he/she shall prepare and certify, under the seal of WoodmenLife, all copies of books, records and other documents of WoodmenLife, or portions thereof, which may be required for any purpose;
(f) be the custodian of all the supplies, furniture, fixtures and other personal property belonging to WoodmenLife, excepting cash and investments, and shall dispose of same only upon proper orders and in accordance therewith, keeping a complete and accurate account of all such purchases, sales, re-sales and/or exchanges thereof;
(g) be a member of the Executive and Investment Committees;
(h) in addition to the President & CEO, shall sign all new certificates issued by WoodmenLife;
(i) perform all other duties customarily performed by the Secretary of a corporation; and
(j) perform all duties as required by the Constitution and Laws and such other duties as may be assigned by the President & CEO.
WEB6 - 2/25/2021