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 all Standing Committees of WoodmenLife;
(b) preside over all sessions of the National Convention and all meetings of the Standing Committees of WoodmenLife 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 8 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, including applicable member dues, 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 9 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 the Executive Vice President, Chief Operating Officer; and Executive Vice President, Secretary; and Executive Vice President, Secretary; or any other 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, Chief Operating Officer.
The Executive Vice President, Chief Operating Officer shall perform all duties assigned and the following:
(a) shall be in charge of the operations of WoodmenLife;
(b) in addition to the President & CEO, shall sign all new certificates issued by WoodmenLife;
(c) shall be responsible for and keep and maintain all of the operational records of WoodmenLife relative to a members certificate in accordance with WoodmenLife policy and the laws and regulations of fraternal benefit societies; and
(d) perform all duties as required by the Constitution and Laws and such other duties as may be assigned by the President & CEO.
Sec. 3. 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 Standing Committees of WoodmenLife, 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 all the Standing Committees of WoodmenLife;
(h) perform all other duties customarily performed by the Secretary of a corporation; and
(i) perform all duties as required by the Constitution and Laws and such other duties as may be assigned by the President & CEO.
Sec. 4. Executive Vice President, Chief Financial Officer.
The Chief Financial Officer shall be the chief accounting, auditing and budgeting officer of WoodmenLife and shall:
(a) prepare, make and maintain such records and reports therein as may be required of him/her by the National Board of Directors and/or the President & CEO;
(b) be the custodian of the un-invested funds of WoodmenLife;
(c) deposit, to the sole credit of WoodmenLife, all funds belonging to WoodmenLife in depositories designated by him/her and approved by the National Board of Directors;
(d) prepare a statement of WoodmenLifeâ€™s receipts and disbursements, on a monthly basis, and the same shall be published in the official publication of WoodmenLife at least semiannually;
(e) keep a separate account of all the funds of WoodmenLife, make and furnish to the President & CEO and Secretary of WoodmenLife a statement showing the balance on hand in each of said funds on the first day of each month, have his/her books and accounts balanced in time for examination by the Audit Committee at its regular meeting and make a report to the National Convention;
(f) issue checks, drafts or other orders drawn on WoodmenLife which have been duly approved;
(g) perform all other duties customarily performed by the Treasurer of a corporation; and
(h) perform all duties as required by the Constitution and Laws and such other duties as may be assigned by the President & CEO.
Sec. 5. Other Executive Vice President Duties.
The senior most Executive Vice President shall perform the following additional duties:
(a) perform the duties of the President & CEO when the latter is disabled;
(b) preside at meetings of the National Board of Directors in the absence of both the Chairman of the Board and the President & CEO;
(c) be a member of all the Standing Committees of WoodmenLife and preside over same in the absence of the President & CEO; and
(d) perform all duties as required by the Constitution and Laws and such other duties as may be assigned by the President & CEO.
WEB6 - 3/1/2017
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