Revised January 1, 2020
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.
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, then the Chairman of the National Board of Directors; Executive Vice President, Chief Operating Officer; Executive Vice President, Secretary; or Executive Vice President, Chief Financial Officer , in that order, shall immediately call a special meeting of the National Board of Directors, which shall elect a President & CEO to serve during the unexpired term or during the period of such suspension. Until the special meeting of the National Board of Directors, the Executive Vice President, Chief Operating Officer, or the Executive Vice President, Secretary in his absence, shall be ex officio President & CEO. Election hereunder shall conform to the method set forth in Section 5 of this Article 2.
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.
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 Executive Vice President, Chief Operating Officer; the Executive Vice President, Secretary; and the Executive Vice President, Chief Financial Officer. The Executive Vice Presidents shall report to the President & CEO; should a vacancy occur, the President & CEO shall appoint the Executive Vice President; and the President & CEO shall recommend the Executive Vice Presidents as part of the nominating process at each National Convention.
The specific duties of these Executive Officers 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.
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.
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. The President & CEO of WoodmenLife shall appoint the Secretary for each chapter and may remove any Secretary, with or without cause.
Sec. 5. Election and Qualification of Jurisdictional Delegates.
Sec. 6. Consolidation and Merger.
Sec. 7. Suspension, Revocation and Reinstatement of Charters.
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.
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.
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, 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.
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, 2020, shall be in full force and effect on and after January 1, 2020, 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.
(Chapter Bylaws, Jurisdictional Bylaws, Duties of Executive Officers, Rules of Order for Use by Subordinate Bodies and the rules and procedures governing the Dispute Resolution Procedure have not been included in this version. They are available upon request by calling 1-800-328-2968; visiting our website woodmen.org or submitting the request in writing to the Home Office at 1700 Farnam Street, Omaha, Nebraska 68102.)
WEB6 - 12/31/2019
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