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Last updated April 18th 2006
BY-LAWS OF THE
Life Insurance
Settlement Association
ARTICLE I
GENERAL
PROVISIONS
SECTION 1. NAME
The name of
this corporation shall be the Life Insurance Settlement Association
(the "Association"). The Association is a nonprofit, nonstock
Delaware corporation.
SECTION 2. OFFICES
Upon 30 days
notice to the Members, The Board of Directors may
locate the principal office of the
Association from to such location as is convenient for the officers
of the Association. The Association shall also maintain a
registered office and a registered agent in the State of Delaware,
as required by the Delaware General Corporation Law (the "GCL"). The
Board of Directors may change the address of the registered office
from time to time. The Association may have such other offices,
either within or outside the State
of Delaware, as the Board of Directors may determine or as the
affairs of the Association may require from time to time. At no
time will the principal office be located at the office of any
member.
SECTION 3.
RESTRICTIONS
The
Association is intended to qualify as a non-profit trade Association
for members of the viatical and life
settlement industry and other parties interested in such industry.
It is the policy of the Association to comply fully with all
applicable laws, including the antitrust laws. All policies and
activities of the Association shall be consistent with:
(a) the
mission statement adopted by the Board of Directors, as amended or
modified from time to time;
(b)
applicable federal, state, and local antitrust, trade regulation and
other legal requirements; and
(c)
applicable tax-exemption requirements, including the requirements
that the Association not be operated for profit and that no part of
its net earnings inure to the benefit of any private individual.
ARTICLE II
MEMBERS
SECTION 1.
MEMBERSHIP QUALIFICATIONS.
Subject to
the approval of the Board of Directors, membership in the
Association shall be open to all qualified persons and firms
actively involved in, associated with, or having an interest in the
settlement of life insurance policies.
SECTION 2.
CLASSES OF MEMBERS.
The
Association shall have voting and nonvoting members ("Members").
Upon approval of an applicant for
membership, the applicant shall be a voting member. However, an
applicant may be granted provisional or associate membership
classification at the discretion of the Board of Directors.
Voting Members
(a) Voting
Member: Voting Members are participants in the viatical
and life settlement business as
providers, brokers, or service providers, funding/financing entity
and/or licensed under the laws of any state to engage in the
business of viatical or life settlements. Each such business may
have only one Voting Membership. Voting Members shall have full
voting rights and shall be eligible to be elected to any officer
position and/ or to the Board of Directors and shall be eligible to
sit on any committee of the Association. Voting Members shall
designate a principle; partner, agent
or employee who will be the voting delegate.
Nonvoting
Members
(b)
Associate Member: Any person or entity not eligible to become
a Voting Member or a Provisional Member interested in any aspect of
viatical and life settlement
transactions or who has an interest in the goals and objectives of
the Association. Associate Members shall be eligible to sit on any
committee of the Association to which they have been duly appointed
and may vote in that capacity but will not have full voting rights
in the Association.
(c) Honorary
Member: Any person nominated for Honorary Membership by the
Membership committee of the Association. Such individuals generally
have made outstanding contributions to the goals and objectives of
the Association in other capacities. Honorary Members shall pay no
dues and shall not have voting rights in the Association but will be
authorized to participate in meetings and serve on committees.
SECTION 3.
ADMISSION OF MEMBERS.
New Members
may be admitted upon application in the manner established by the
Board of Directors, and approval of a majority of the Directors
present at any regularly constituted meeting of the Board.
SECTION 4.
TERMINATION OF MEMBERSHIP.
Except when a member is delinquent in
dues, the Board of Directors, by affirmative vote of
two-thirds majority of all of the
members of the Board, may suspend or expel or alter the membership
status of a member for good cause upon giving such member (a) 15
days prior written notice of such suspension or expulsion and the
reasons therefore and (b) an opportunity for the Member to be heard
prior to the effective date of such suspension or expulsion.
Membership shall be terminated for
nonpayment of dues in accordance with Article III.
SECTION 5.
RESIGNATION.
Any Member
may resign by filing a written resignation with the Secretary
or the Association, but such
resignation shall not relieve the Member so resigning of the
obligation to pay any dues, assessments or other charges theretofore
accrued and unpaid.
SECTION 6.
REINSTATEMENT.
Upon written
request signed by a former Member and filed with the Secretary, the
Board of Directors may, by the affirmative vote of two-thirds
majority of the Members of the
Board, reinstate such former Member to membership upon such terms as
the Board of Directors may deem appropriate.
SECTION 7.
TRANSFER OF MEMBERSHIP.
Membership in
the Association is not transferable or assignable.
SECTION 8. CHANGE IN BUSINESS STRUCTURE.
Any changes to answers previously reported on the Member’s
membership application, must be filed with the Association in a
timely manner. Any amended information to the member’s membership
application may cause the Board to revisit the member’s membership
status.
SECTION 9. MEMBER POLICIES.
From time to
time, the Board of Directors shall adopt policies for the
Association Members. These policies must be reviewed by the Board
of Directors at least bi-annually at the time of spring and fall
meetings and shall then be disseminated to Members. Failure to
comply with the adopted Member policies shall constitute automatic
resignation by the Member not complying.
ARTICLE III
MEMBERSHIP DUES
& CERTIFICATES
SECTION 1.
AMOUNT & TIMING OF DUES.
The Board of
Directors may determine from time to time the amount of the
initiation fee, if any, and the amount and timing of dues payable to
the Association by Members of each class. Dues of a new Member
shall be prorated from the first day of the month in which such new
Member is admitted to membership to the end of the fiscal year of
the Association.
SECTION 2.
DEFAULT IN PAYMENT OF DUES.
Expulsion of membership is automatic if dues are delinquent by 30
days from the date that such dues last became payable, unless the
Board of Directors determines otherwise.
SECTION 3.
CERTIFICATES OF MEMBERSHIP.
The Board of
Directors may provide for the issuance of certificates evidencing
membership in the Association, which shall state that (a) such
certificate is not transferable and (b) the Association is a
nonprofit, nonstock corporation that may not make distributions to
its members except as otherwise permitted by the Certificate of
Incorporation. Any certificates shall otherwise be in such form as
may be determined by notice of consideration and the Board of
Directors and shall be signed by the Executive Director. If any
certificates evidencing membership shall become lost, mutilated or
destroyed, a new certificate may be issued upon such terms and
conditions as the Board of Directors may determine.
SECTION 4.
ISSUANCE OF CERTIFICATES.
If the Board
of Directors shall have provided for the issuance of certificates of
membership, a certificate shall be issued by the Secretary to a new
Member after such new Member has paid any initiation fee and dues
that may then be required.
ARTICLE IV
MEETINGS OF
MEMBERS
SECTION 1.
ANNUAL MEETING.
An annual
spring meeting of the Members shall
be held each year for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting.
If the election of Directors shall not be held at the annual
meeting, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the Members as
soon thereafter as conveniently possible.
SECTION 2.
SPECIAL MEETINGS.
Special
meetings of the Members may be called by the Board of Directors or
not less than half of the Voting Members.
SECTION 3.
PLACE OF MEETINGS.
The Board of
Directors may designate any place, either within or
outside the State of Delaware, as
the place for any annual meeting or for any special meeting called
by the Board of Directors. If no designation is made, the place of
meeting shall be the principal office of the Association; but if all
of the Members shall meet at any time and place and consent to the
holding of such meeting, the meeting shall be valid without call or
notice, and at such meeting any corporate action may be taken.
SECTION 4.
NOTICE OF MEETINGS.
Written
notice of the place, date and hour of any meeting of Members shall
be delivered, personally, by facsimile transmission,
by mail, or electronic mail
to each Member entitled to vote at such meeting, not less
than ten nor more than sixty days before the date of such meeting.
The purpose or purposes for which the meeting is called shall be
stated in the notice. If mailed, the notice of a meeting shall be
deemed to be delivered when deposited in the United States mail
addressed to the Member at his address as it appears on the records
of the Association.,
with first class or faster postage thereon prepaid. If
notice is given by facsimile, such notice shall be deemed to be
delivered upon receipt of the confirmation slip therefore.
If notice is sent by electronic mail, such
notice shall be deemed to be delivered when sent.
SECTION 5.
INFORMAL ACTION BY MEMBERS.
Any action
required by law to be taken at a meeting of the Members, or any
action which may be taken at a meeting of Members, may be taken
without a meeting if a consent in writing, setting forth the action
so taken, is signed by two thirds of the Voting Members or such
higher number as is required by these By-laws or the GCL.
SECTION 6.
QUORUM.
A majority of
the Voting Members shall constitute a quorum for the conduct of
business at any meeting. In the absence of a quorum or otherwise, a
majority of the Members present may adjourn the meeting from time to
time without further notice.
SECTION 7.
PROXIES.
Voting
Members may vote only in person, except that a Voting Member may
designate by written proxy a person within his or her organization
to vote on his or her behalf in lieu of the usual person
representing such Voting Member if such usual person is absent.
SECTION 8.
MANNER OF ACTING.
A majority of
the votes entitled to be cast on a matter to be voted upon by the
Voting Members present or represented by proxy at a meeting at which
a quorum is present shall be necessary for the adoption of such
matter unless a greater proportion is required by law or by these
by-laws. Each Voting Member shall be entitled to one vote.
SECTION 9.
VOTING BY MAIL.
Where
Directors are to be elected by Voting
Members, such election may be conducted by mail in such manner, as
the Board of Directors shall determine.
SECTION 10. VOTING BY ABSENTEE BALLOT
Where Directors are to be elected by Voting Members, a
Member may cast an absentee ballot, in a manner the Board of
Directors shall determine.
ARTICLE V
BOARD OF
DIRECTORS
SECTION 1.
GENERAL POWERS & QUALIFICATIONS.
Its Board of
Directors shall manage the affairs of the Association. Directors
must be voting delegates at time of the
term commencing. Directors must maintain the voting delegate status
throughout their tenure.
SECTION 2.
NUMBER, TENURE AND ELECTION.
Except as
otherwise determined by the Voting Members, the number of Directors
shall be 11. In the year of the Association, 5 Directors shall be
elected to office for one year, and 6 Directors shall be elected to
office for two years. In subsequent years, each Director shall hold
office for two years and the Directors, as a group shall have
staggered terms such that the terms of at least four of the
Directors expire each year. The Members at the annual meeting of
Members shall elect directors and their term shall
commence immediately after the annual meeting at which they are elected.
In the event of a vacancy, that vacancy shall be filled within 120
days of such vacancy.
SECTION 3.
REGULAR MEETINGS.
A regular
meeting of the Board of Directors shall be held without other notice
than this by-law, immediately after, and at the same place as, the
annual meeting of Members. The Board of Directors may hold such
other meetings at such times and places as it selects. The
Executive Director may be asked to leave any meeting of the Board at
any time so that the Board may deliberate in private concerning any
matter before the Board concerning the Executive Director.
SECTION 4.
SPECIAL MEETINGS.
Special
meetings of the Board of Directors may be called by or at the
request of the Executive Director, the President or any two
Directors. The person or persons authorized to call special meetings
of the Board may fix any place, either within or without the State
of Delaware, or by conference call or other electronic means as the
place for holding any special meeting of the Board called by them.
In no case shall there be any meeting of the Board to which all the
members of the Board are not invited. Notification of Board
meetings shall be through the office of the Executive Director,
the Association President or the
Association Secretary. The Executive Director may be asked to leave
any meeting of the Board at any time so that the Board may
deliberate in private concerning any matter before the Board
concerning the Executive Director.
SECTION 5.
NOTICE.
Written
notice of any special meeting of the Board of Directors shall be
given at least four days prior thereto if sent by mail,
electronic mail, or facsimile
transmission, or two days prior thereto if delivered personally, to
each Director at his address as shown by the records of the
Association. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed envelope so
addressed, with first class or faster postage thereon prepaid. If
notice is given by facsimile or e-mail, such notice shall be deemed
to be delivered upon receipt of the confirmation slip
or electronic proof of delivery thereof.
The Notice shall state the general purpose(s) of such special
meeting.
SECTION 6.
QUORUM.
A majority of
the Board of Directors shall constitute a quorum for the transaction
of business at any meeting of the Board. In the absence of a quorum
or otherwise, a majority of the Directors present may adjourn a
meeting from time to time without further notice.
SECTION 7.
MANNER OF ACTING OR MEETING.
The act of a
majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless a greater
number is required by law or by these by-laws for such act.
Directors may participate in Board meetings by conference call or
similar means but shall not be permitted to vote by proxy. Proper
memorializing of all actions shall be the responsibility of the
Executive Director as directed by the Secretary.
SECTION 8.
INFORMAL ACTION BY DIRECTORS.
Any action
required by law to be taken at a meeting of Directors, or any action
which may be taken at a meeting of Directors, may be taken without a
meeting if a consent in writing, setting forth the action so taken,
is signed by all of the Directors.
SECTION 9.
VACANCIES.
Any vacancy occurring in the Board of Directors and any
directorship to be filled by reason of an increase in the number of
Directors may be filled by the affirmative vote of a majority of the
remaining Directors, or the unanimous consent of the remaining
Directors if less than a quorum of the Board of Directors remains.
A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. All vacancies shall be
filled within 120 days.
SECTION 10.
REMOVAL.
A Director may be removed at any time by a vote of three fourths of
the remaining Directors or a majority of the Voting Members.
SECTION 11. RESIGNATION.
A
Director may resign from his seat on the Board of Directors by
providing written notice of his resignation to the Executive
Director. The resulting vacancy shall be addressed pursuant to
Article V, Section 9 of these by-laws.
SECTION 12.
COMPENSATION.
Directors
shall not receive any stated salaries for their services as
Directors but, by resolution of the Board of Directors, may be
reimbursed for the reasonable expenses of attendance, if any, at a
special meeting of the Board or for reasonable expenses incurred at
the direction of the Board.
ARTICLE VI
OFFICERS
SECTION 1.
OFFICERS & QUALIFICATIONS.
All officers
of the Association must be members of the Board of Directors. The
officers of the Association shall be a President, a Vice President,
a Secretary and a Treasurer. The Board of Directors may elect or
appoint such other officers, including one or more
Vice Presidents Assistant Vice
Presidents, Assistant Secretaries or Assistant Treasurers, as it
shall deem desirable, such officers to have the authority and
perform the duties prescribed, from time to time, by the Board of
Directors. Each officer
of the Association shall be a Voting Member who is currently serving as a
Director.
SECTION 2.
ELECTION AND TERM OF OFFICE.
The Voting
Members shall appoint the initial officers of the Association.
Thereafter the Board of Directors at the regular annual meeting of
the Board of Directors shall elect the officers annually. If the
election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently possible.
New offices may be created and filled at any meeting of the Board of
Directors. Each officer shall hold office for one year or until his
successor shall have been duly
elected and qualified.
SECTION 3.
REMOVAL.
Any officer
elected or appointed by the Board of Directors (i) shall be removed
by the Board of Directors automatically if such officer ceases being
a Voting Member or a Director, and (ii) may be removed by the Board
of Directors whenever in the judgment of a majority of the Directors
the best interests of the Association would be served thereby. Such
removal shall be without prejudice to the contracts rights, if any,
of the officer so removed.
SECTION 4.
VACANCIES.
A vacancy in
any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 5.
PRESIDENT.
The President
shall be the chief executive of the Association and shall preside at
all meetings of the Members and the Board of Directors. He may sign,
with the Secretary or other officer of the Association authorized by
the Board of Directors, any contracts or other instruments which the
Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated
by the Board of Directors, these by-laws or by statute to some other
officer or agent of the Association; and in general he shall perform
all duties incident to the office of President and such
The Board of Directors may prescribe other duties as from time to time.
SECTION 6.
TREASURER.
The
Treasurer shall have charge and custody of and be responsible for
all funds of the
Association; shall receive and give receipts for
moneys due and payable to the Association from all sources
whatsoever, shall deposit all such moneys in the name of the
Association in such banks, trust companies or other institutions as
shall be selected in accordance with the provisions of Article VIII
of these by-laws; and in general shall perform all the duties
incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board
of Directors.
If required by the
Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties, as the Board of Directors shall determine. The treasurer
shall be responsible for the timely submission of all financial
forms to governmental entities and shall accomplish this task with
the aid of the Executive Director.
SECTION 7.
SECRETARY.
The Secretary
shall keep the minutes of the meetings of the Members and of the
Board of Directors in one or more books provided for that purpose;
shall see that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; shall be the
custodian of the corporate records and of any seal of the
Association; keep a register of the post-office address of each
Member which shall be furnished to the Secretary by such Member; and
in general perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors. The Secretary shall keep
copies of all business records of the Association and shall be
charged with appropriate recording of all meetings of the Board.
SECTION 8. VICE
PRESIDENTS; ASSISTANT TREASURERS; ASSISTANT SECRETARIES.
One or more
Vice Presidents, Assistant Treasurers or Assistant Secretaries may
be appointed to perform or assist in the performance of the duties
of the President, Treasurer, and Secretary, respectively, and shall
perform such other duties as shall be assigned to them by the Board
of Directors.
SECTION 9.
COMPENSATION.
Officers
shall not receive compensation for their services, but may be
reimbursed for reasonable expenses as approved by the Board of
Directors.
ARTICLE VII
EXECUTIVE
DIRECTOR
An Executive
Director may be appointed by the Board to serve at the pleasure of
the Board, subject to any contractual arrangements. The Executive
Director shall manage the day to day affairs of the Association,
shall act as an advisor to the Board, shall be entitled to attend
all meetings of the Board (except those meetings on matters
concerning the Executive Director) and shall have such other powers
and responsibilities as the Board shall provide, but shall not be
entitled to vote at any meetings of the Board.
The Board sets the compensation for the
Executive Director including performance bonuses as well as employee
benefits and personal expense reimbursement policies. The Executive
Director reports to the Board.
ARTICLE VIII
COMMITTEES
SECTION 1.
COMMITTEES OF DIRECTORS.
The Board of
Directors may designate and appoint one or more committees to
undertake such actions related to the management of the Association,
as it shall authorize. Unless specifically authorized by the Board,
a committee shall not have the power of the Board and shall serve
only to recommend courses of action to the Board. In no event shall
a committee have the authority of the Board of Directors in
reference
to:
(1)
amending, altering or repealing these by-laws;
(2)
electing, appointing or removing any Member of such committee or any
Director, officer or Member of the Association;
(3)
amending or restating the Certificate of Incorporation of the
Association;
(4)
adopting a plan of merger or adopting a plan of consolidation with
another association;
(5)
authorizing the sale, lease, exchange or mortgage of all or
substantially all of the property and assets of the Association;
(6)
authorizing the voluntary dissolution of the Association, revoking
proceedings thereof, or adopting a plan for the distribution of the
assets of the Association;
(7)
the
appointment of committees of the Board; or
(8)
amending, altering or repealing any resolution of the Board of
Directors which by its terms provides that it shall not be amended,
altered or repealed by such committee.
The designation and
appointment of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or
any individual Director, of any responsibility imposed upon it or
him by law.
SECTION 2. COMPOSITION OF COMMITTEES.
Unless
otherwise specified herein, each committee established pursuant to
Section 1 above shall be comprised of at least one Director and such
Voting and Nonvoting Members as the Board shall appoint. The Board
shall appoint a Voting Member to be the Chairman of each committee.
Consultants to the Board may attend committee meetings if the Board
so permits. Nonvoting Members can participate in discussions and
deliberations of committees, but shall not vote on matters upon
which a committee takes a vote.
SECTION 3.
OTHER COMMITTEES.
Other
committees not exercising the authority of the Board of Directors,
and not otherwise advising the Board of Directors, on the management
of the Association may be appointed in such manner as may be
designated by a resolution adopted by a majority of the Directors
present at a meeting at which a quorum is present. Except as
otherwise provided in such resolution, Members of each such
committee shall be Members of the Association, and the President of
the Association shall appoint the Members thereof. Any Member
thereof may be removed by the person or persons authorized to
appoint such Member whenever in their judgment the best interests of
the Association shall be served by such removal.
SECTION 4.
TERM OF OFFICE.
Members
appointed to a committee shall continue on such committee until the
next annual meeting of the Members of the Association, unless the
committee shall be sooner terminated, or unless such Member is
removed from the Association or such committee.
SECTION 5.
VACANCIES.
Vacancies in
the membership of any committee may be filled by appointments made
in the same manner as provided in the case of the original
appointments.
SECTION 6.
QUORUM.
Unless
otherwise provided in the resolution of the Board of Directors
establishing a committee, a majority of the whole committee shall
constitute a quorum and an act of a majority of the committee
Members present at the meeting at which a quorum is present shall be
the act of the committee.
SECTION 7.
RULES.
Each committee may adopt rules for its own government not
inconsistent with these by-laws or with rules adopted by the Board
of Directors and may conduct its meetings by teleconference or
similar means.
SECTION 8. CONTROL & COMMUNICATIONS.
All
committees are subject to the supervision and control of the Board
of Directors and have only such powers as may be conferred upon them
by the Board. Except by specific authorization of the Board, no
committee shall make public communications on behalf of, or purport
to act or speak on behalf of, the Association.
ARTICLE IX
EXECUTIVE
COMMITTEE
SECTION 1.
ORGANIZATION AND TERM OF OFFICE.
The
Executive Committee of the Board shall consist of three Members: the
President, the Secretary, and the Treasurer. However, if any member
of the Executive Committee is unavailable for a Committee meeting,
then a Vice President of the Association shall serve as a substitute
for such member during that meeting. The President shall serve as
Chairman of the Executive Committee.
SECTION 2.
PURPOSE.
The
primary function of the Executive Committee is to exercise powers of
the Board of Directors which arise between regularly scheduled Board
meetings or to exercise the specific powers given to it by the Board
of Directors. The actions of the Executive Committee shall not be
inconsistent with previous actions of the Board of Directors.
SECTION 3.
MEETINGS.
Meetings of
the Executive Committee may be called by the Chairman of the
committee. The Chairman of the Executive Committee shall determine
the form of any meeting of the Committee.
SECTION 4.
MANNER OF ACTING.
A
majority of the Executive Committee shall constitute a quorum for
transaction of business, and the act of a majority of those present
at a meeting at which a quorum is present shall be the act of the
Executive Committee. The Executive Committee shall keep a record of
its acts and report the same to the Board of Directors on or before
the next Board meeting.
SECTION 5.
REMOVAL.
Any
member of the Executive Committee may be removed from the Executive
Committee, with or without cause, at any time, by the Board of
Directors.
SECTION 6.
VACANCIES.
Any
vacancy in the Executive Committee shall be filled by the Board of
Directors within 30 days after the vacancy.
ARTICLE X
REPRESENTATION
OF THE ASSOCIATION
No Member of the
Association is authorized to speak or take action on behalf of the
Association without the prior specific authorization of the Board of
Directors. In addition, no Member is authorized to use the name or
logo of the Association in conducting its non-Association business
in any manner that suggests or reasonably could be interpreted to
imply the approval by the Association, other than to indicate mere
membership in the Association.
ARTICLE XI
FINANCIAL
AFFAIRS OF THE ASSOCIATION
SECTION 1.
CHECKS, DRAFTS, CONTRACTS, ETC.
The Board
shall adopt policies and procedures regarding the payment and
authorization of checks, drafts, orders, contracts, and other
evidences of indebtedness, which shall then be approved by
resolution of the Board.
SECTION 2.
DEPOSITS.
All funds of
the Association shall be deposited from time to time to the credit
of the Association in insured or money market account(s) maintained
at such banks, trust companies or other institutions as the Board
may select.
SECTION 3.
GIFTS.
The Board of
Directors may accept on behalf of the Association any contribution,
gift, bequest or devise for the general purposes or for any special
purpose of the Association and not inconsistent with the Certificate
of Incorporation of the Association. Any gifts made by the
Association must be approved in advance by an affirmative vote of
three quarters of the Directors sitting on the Board or by a
majority of the
Voting Members.
SECTION 4.
FISCAL YEAR.
The fiscal
year of the Association shall begin on the first day of January,
except for the initial year, and shall end on the last day of
December each year.
SECTION 5.
LIQUIDATION OR DISSOLUTION.
In the event
of the liquidation or dissolution of the Association, the assets of
the Association shall be transferred in accordance with Article X of
the Certificate of Incorporation and in compliance with tax-exempt
organization requirements under the Internal Revenue Code.
ARTICLE XII
BOOKS AND
RECORDS
The Association
shall keep (a) correct and complete books and records of account;
(b) minutes of the proceedings of its Members, the Board of
Directors and any committees having any of the authority of the
Board of Directors; and (c) a record of the names, addresses and
class of membership of each Member. Copies of all such books,
records and minutes shall be maintained in written form at the
Association's registered or principal office and may be inspected by
any Member, or his agent or attorney, for any proper purpose at any
reasonable time. In addition, the Board of Directors shall cause
the Association to prepare an annual financial report and an annual
statement of transactions with interested persons in accordance with
Sections --, respectively, of the GCL (or any successor provision)
for presentation to the Members at the annual meeting.
ARTICLE XIII
INDEMNIFICATION
SECTION 1.
DIRECTORS & OFFICERS.
(a) The
Association shall indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Association) by reason of the fact that such person is
or was a Director or officer of the Association, or a chair,
vice-chair or Member of any committee or task force of the
Association, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably
incurred by such person in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interest of the
Association, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his conduct was unlawful.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contender or
its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interest of the
Association, and, with respect to the criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.
(b) The
Association shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding by or in the right of the
Association to procure a judgment in its favor by reason of the fact
that he is or was a Director or officer of the Association, or a
chair, vice-chair, or Member of any committee or task force of the
Association, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interest of the Association. No indemnification shall be made
in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Association, unless, and only
to the extent that, a court in which action or suit was brought
shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses.
(c) To the extent
that any person referred to subparagraphs (a) and (b) of this
Section 1 has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to therein or in defense
of any claim, issue or matter therein, he/she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.
(d) Any
indemnification under subparagraphs (a) and (b) of this Section 1
(unless ordered by a court) shall be made by the Association only as
authorized in the specific case upon a determination that
indemnification of the Director or officer is proper in the
circumstances because the has met the applicable standard of conduct
set forth in subparagraphs (a) and (b) of this Section 1. Such
determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not
parties to such action, suit, or proceeding, or (ii) if such a
quorum is not obtainable, or, even if obtainable, a quorum of
disinterested Directors so directs, by independent legal counsel in
a written opinion, or (iii) if neither of the preceding actions
occurs, by a majority of the Voting Members.
(e)
Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the Association in advance of the final
disposition of such action, suit or proceeding if the Board so
authorizes in light of all the circumstances, and upon receipt of an
undertaking by or on behalf of the Director or such amount unless it
shall ultimately be determined that he is entitled to be indemnified
by the Association as provided in this Section 1.
(f) The
indemnification provided by this Section 1 shall not be deemed
exclusive of any other rights to which a person seeking
indemnification may be entitled under any statute, bylaw, agreement,
vote of Members, or disinterested Directors or otherwise both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a Director or officer, and shall inure to the benefit
of the heirs, executors, and administrators of such person.
(g) The
Association shall have power to purchase and maintain insurance
covering the Association and any person who is or was a Director,
officer, employee, agent, or chair, vice-chair, or Member of a
committee, task force or similar group of the Association, against
liability asserted against such persons and incurred in any such
capacity, or arising out of his/her status as such, whether or not
the Association would have the power to indemnify him/her against
such liability under the provisions of this Article XII.
SECTION 2.
EMPLOYEES & AGENTS.
The Board of
Directors may, by resolution, extend the indemnification provisions
of the foregoing Section 1 to any person who was or is a party or is
threatened to be made party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he/she is or
was the Executive Director, or any employee, agent, or other
officially designated representative of the Association.
ARTICLE XIV
WAIVER OF NOTICE
Whenever any
notice is required to be given under the provisions of the GCL, the
articles of incorporation of the Association or these by-laws, a
waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. Attendance
of a person at a meeting shall constitute a waiver of notice of the
meeting, except when such person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of the designated business at such meeting
ARTICLE XV
AMENDMENTS TO
BY-LAWS
At a meeting duly
called for the purpose of considering changes to the by-laws, these
by-laws may be altered, amended or repealed and new by-laws may be
adopted by the affirmative vote of three-quarters of all Directors,
so long as written notice of any such alterations or amendments is
distributed to the Members as soon as possible thereafter. Nothing
herein shall limit the powers of the Members to alter, amend or
repeal and adopt new by-laws at a meeting of Members duly called for
such purposes.
These
By-laws were approved and implemented the 16th day of
April 2007.
Life Insurance Settlement
Association
By: The Board of Directors
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