Articles of Incorporation

Revised March 1, 2017

Article 1

Name. The name of this corporation is "Woodmen of the World Life Insurance Society," hereinafter "WoodmenLife."

Article 2

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.

Article 3

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.

Article 4

Purposes and Objectives The purposes and objectives of WoodmenLife shall be:

(a) To seek as members individuals who desire to join together for mutual benefit and protection and, through our lodge system, based on chapters, to establish and implement programs to benefit our communities and our Nation as a whole through organized volunteer efforts. Members of WoodmenLife share common values and work to achieve shared fraternal ideals through their family, civic, charitable and patriotic activities. WoodmenLife shall engage in and support activity consistent with these fraternal ideals. Through a commitment to family, we become more dedicated family members; through volunteerism, we strengthen communities by assisting others and organizations which help others; through patriotic allegiance, we pledge to be better and more dedicated citizens; and through our chapters, we dedicate ourselves as volunteers to strengthen our families, our communities and our Nation;

(b) To issue to its members, either with or without medical examination, certificates providing for such benefits as may be authorized by the Constitution and Laws and in accordance with the laws governing fraternal benefit societies; and

(c) To engage in any and all other business allowed by law, consistent with the above purposes and objectives.

Article 5

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 meetings 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 meetings or referenda may occur as provided by the Constitution and Laws of WoodmenLife.

Article 6

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.

Article 7

Membership.

(a) Benefit Members. A benefit member is a person who meets the qualifications set forth in Article 4 above or is a member of a group and who has been accepted for membership. Each member shall also be a member of a subordinate body of WoodmenLife (Chapter), provided the person shall pay applicable Member Dues as shall be provided by the National Convention or by the National Board of Directors. Benefit members shall be divided into the following classes:

(1) Adult Benefit Members. A person who is accepted for membership and who is either sixteen years of age or older, or not considered a minor in his/her state of residence shall be an adult benefit member of WoodmenLife.

(2) Youth Benefit Members. A person who is accepted for membership and who is under sixteen years of age shall be a youth benefit member of WoodmenLife. Such members shall have those rights of membership as may be provided in the benefit certificate or by the National Board of Directors.

(3) Associate Benefit Members. A person who is accepted for membership as a member of a family or group subscribing to a benefit certificate shall be an associate member of WoodmenLife. Such member shall have those rights of membership as may be provided in the benefit certificate or by the National Board of Directors.

(b) Good-Standing Benefit Members. A Good-Standing Benefit Member is one who has made all payments, including applicable Member Dues, according to the terms of the benefit certificate or under this Constitution and Laws. Benefit members of WoodmenLife who are not in good standing shall not hold any office in the National Convention or any of the subordinate bodies of WoodmenLife or attend or participate in any business, social or other meeting thereof which is limited to Good-Standing Benefit Members.

(c) Social Members. A person who has been accepted for social membership and who meets the qualifications set forth in Article 4 above and who does not hold a good-standing benefit certificate is a social member of WoodmenLife, provided the required dues are paid to WoodmenLife, at its Home Office, as set by the National Board of Directors. Social members shall not be eligible to hold any office in or be a National Convention or Jurisdictional Convention Representative, or have any voice in the election of National Convention and Jurisdictional Convention Delegates.

Article 8

Subordinate Bodies, Subsidiaries and Affiliated Entities. The subordinate bodies of WoodmenLife shall be Jurisdictions, Chapters, Youth Chapters, and/or Community Centers. 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 two 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.

Article 9

Amendments. These Articles of Incorporation may be altered or amended at any meeting 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.



WEB6 - 3/1/2017

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