(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:
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).
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.
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; Vice President, Publicity; Escort; Sergeant at Arms (Watchman); Greeter (Sentry); and Musician. Jurisdictional Convention Officers shall be elected and serve for two 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 Jurisdictional 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 4.
(b) President. The President shall preside at all sessions of the Jurisdictional Convention; be the judge of elections and declare the results thereof; 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 4; 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 may elect one of the Auditors as Chairperson, or, in lieu of such election, the Auditors shall do so themselves.
(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.
(k) Escort. The Escort shall assure that those attending a business meeting are Good-Standing Benefit Members or guests of such members 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 requested or assigned by the President.
Sec. 2. Jurisdictional Fraternal Committee, Election, Term of Office, Report to the Jurisdiction.
(a) The Jurisdictional Fraternal Committee shall be composed of not fewer than three or more than five members and shall be elected by each Jurisdiction in the same manner and for the same term as the officers of the Jurisdiction. The members of the committee shall choose among themselves a chairperson to lead the committee.
(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.
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 biennial meeting 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 Section 3 of this Article 3.
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 Treasurer 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 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 Past Jurisdictional President shall call a special meeting in the manner described in Article 4, Section 2, and a general election shall be held to fill those offices. The Past Jurisdictional President shall serve in the office of President until such time as the election is held and the new Jurisdictional Convention Officers are installed.
(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.
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. Meetings.
(a) Regular. The Jurisdictional Convention Officers shall hold regular meetings at least biennially on such dates and at such places as may be determined by them. 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.
(b) Special. Special meetings of the Jurisdictional Convention Officers and Jurisdictional Convention Delegates 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.
(d) Order of Business. The order of business at each regular or special meeting shall be determined by the President and the Jurisdictional Convention Officers.
Sec. 3. Quorum.
A majority of the Jurisdictional Convention Representatives entitled to sit in any session of any Jurisdictional Convention and a majority of any committee of any Jurisdiction shall constitute a quorum for the transaction of any business rightfully presented for action. A fewer number may adjourn to another date.
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.
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 compensation of Jurisdictional Convention Officers in addition to their reasonable expenses, no claim shall be allowed by any Jurisdiction unless and until the same has been referred to, and approved by, the Auditors 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 Auditors. In dealing with the funds and property of the Jurisdiction, the Auditors 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 Auditor has special skills or is named Auditor 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 posted 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 each year. Such report shall be made available for examination by any Jurisdictional Convention Representative who so requests.
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.
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.
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