The following Bylaws are prescribed for the Governance of WoodmenLife chapters. The term â€œchaptersâ€� shall include those subordinate bodies described in Article 8 of WoodmenLifeâ€™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 and/or community center 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 (â€œWoodmenLifeâ€�), 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:
(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.
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 Auditor. The chapter may also have the following officers: Vice President, Community Outreach; Vice President, Youth Outreach; Vice President, Membership; Vice President, Publicity; Escort; Sergeant at Arms (Watchman); Greeter (Sentry); and Musician. Officers shall be elected and serve for one year and until their successors are elected and qualified, except the Secretary, who shall be appointed by the President & CEO of WoodmenLife and shall serve until removed by the President & CEO of WoodmenLife, with or without cause. The Past President shall attain his/her office by virtue of having previously served as President, and the Auditor shall be elected and serve for the term provided in subsection (f) of this Section.
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; 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(s). The Vice President(s) 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(s) 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 member dues 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; keep an accurate record of all member dues paid by the members of the chapter and/or remitted by WoodmenLife; and promptly notify WoodmenLife, after each election, of the roster of all newly elected officers.
Should the Chapter have no Secretary, one of its members shall be designated as Chapter Secretary subject to appointment and removal by the President & CEO of WoodmenLife.
(e) Treasurer. The Treasurer shall verify the deposit of member dues 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) Auditor. The Auditor of the chapter shall be elected for a term of two years. The Auditor 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.
(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.
(k) Escort. The Escort shall assure that those attending a business meeting are members in good standing or guests of such members; ensure that guests, new members and prospective members are introduced; and perform all other duties as required or assigned by the President.
(l) Sergeant at Arms (Watchman). The Sergeant at Arms (Watchman) assists the President in keeping order at business meetings, collecting ballots, distributing handouts, and performing such other duties as may be required or assigned by the President.
(m) Greeter (Sentry). The Greeter (Sentry) shall courteously welcome members, especially new members, visitors and guests, and perform other duties as required or assigned by the President.
(n) Musician. The Musician shall carry out such duties as shall be required or assigned by the President.
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 except as provided in Section 1(f) of this Article 2. 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 Trustee, 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. If the Secretary fails to be installed as herein provided, the President shall immediately appeal to the President & CEO of WoodmenLife to have a new Secretary appointed.
(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. If charges against the Secretary are adversely determined, the Chapter President shall immediately appeal to the President & CEO of WoodmenLife to remove the Secretary and appoint a substitute.
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. In the case of the Secretary who is or takes such a position during his/her tenure in office, the Chapter shall immediately appeal to the President & CEO of WoodmenLife to have a new Secretary appointed.
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 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. â€œWorking counter to this purposeâ€� 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, seals 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.
In the event the Secretary is absent from three consecutive meetings, unless excused for reasonable cause by a majority vote, on the fourth or any subsequent meeting, the President of the Chapter may appeal to the President & CEO of WoodmenLife to have the Secretary removed and a replacement named.
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. In the case of a Representative who previously held a position with another fraternal benefit society or life insuring institution and is a WoodmenLife Sales associate, that person may be appointed to the position of Secretary by the President & CEO of WoodmenLife. Removal from office of any chapter officer, except a Secretary, 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. The Secretary may be removed only by the President & CEO of WoodmenLife.
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.
Only the President & CEO of WoodmenLife may remove the Secretary and only the President & CEO of WoodmenLife may fill the office of Secretary. Should the office of Secretary become vacant, the Chapter President shall immediately appeal to the President & CEO of WoodmenLife to name a successor.
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.
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 dues 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.
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 Auditor. In dealing with the funds and property of the chapter, the chapter officers and Auditor shall observe the standards in dealing with the assets that would be observed by a â€œprudent personâ€� 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. Special Payments.
The chapter, by a two-thirds vote and after written notice has been read at one preceding regular meeting, can require a special payment, in addition to the regular dues, to pay actual expenses. A chapter may, at any regular or special meeting thereof, levy a special payment in addition to the regular dues and special dues upon its members for the purpose of erecting, purchasing and furnishing a building or room for the benefit and use of such chapter, or may change the amount of its regular and special dues, provided that written notice setting forth full particulars of such proposed action shall have been mailed to the last-known post office address of each member of such chapter at least ten days prior to such meeting, and the resolution setting forth the proposal shall receive the affirmative vote of two-thirds of the members present at such meeting, and provided, further, that such resolution shall be submitted to and approved by the President & CEO of WoodmenLife.
Sec. 4. Failure to Pay Dues or Special Payments.
A member, including a member whose certificates are fully paid, who fails or refuses to pay member dues or special payments provided in this section shall be suspended from the chapter, and he/she may not participate in any of the business or social affairs of the chapter, Jurisdiction or National Convention.
Sec. 5. Auditing Committee.
Each Secretary and Treasurer shall have his/her books posted and his/her report made out noting the balance of each fund on the last day of December, and the Auditor shall examine the books, vouchers and reports, and give a report at the first regular meeting in January.
Sec. 6. 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.
Disputes and Grievances.
Any disputes or grievances involving a member or a chapter shall be resolved pursuant to the procedures set forth in Article 8, 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.
These Bylaws may be amended from time to time by the National Convention or by the National Board of Directors of WoodmenLife.
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