ARTICLE III
Members and Meetings of Members
1. Voting Membership.
The members of the Association shall consist of persons who are retired employees, or active employees
with 20 years or more service, of Monumental Life Insurance Company or its acquired
companies, whether such retired employee status is as a result of disability or employee’s election
of retirement under the AEGON USA Retirement Plan or the retirement plan of an acquired
company; widows or widowers of such retired employees and widows or widowers of former employees
of Monumental Life Insurance Company who are receiving widows or widowers benefits under
the AEGON USA Retirement Plan.
2. Dues.
To help defray Association expenses each voting member of the
Association shall be required to pay membership dues of
fifteen dollars ($15) per year or such other amount as may be determined by vote of the members
at its annual meeting. These dues shall be paid by March 31st of each year.
3. Non-Voting
Membership. Non-voting membership shall consist of
Honorary Members-Home Office Senior Managers and
local District Managers.
4. Annual
Meetings. Annual meetings shall be for the transaction of
such business as may properly come before the meeting. In
successive years annual meetings shall be held at the location designated by the Officers and
Board of Directors.
5. Notice of
Annual Meetings. Notice of the time, place and purpose of
the annual meeting shall be mailed not less than
thirty (30) days before the meeting to each person who appears upon the books of the Association
as a member.
6. Special
Meetings. Special meetings of the members may be called at
any time by the President or Vice President and must be
called by the President or Secretary on receipt of a written request of one-fifth of the voting
members of the Association.
7. Notice of
Special Meetings. Notice of a special meeting stating the
time, place and purpose or purposes thereof shall be served
by mail upon each member, not less than fourteen (14) days before such meeting.
8. Quorum.
At any meeting of members of the Association, the presence of
one-fifth of the voting members shall be necessary to
constitute a quorum for all purposes, and the act of a majority of the voting members present at
any meeting at which there is a quorum shall be the act of the full membership except as may be
otherwise specifically provided herein. In the absence of a quorum, or when a quorum is present, a
meeting may be adjourned from time to time by vote of a majority of the voting members
present.
9. Voting.
At every meeting of members each voting member shall be entitled
to vote in person. Each voting member of the
Association shall be entitled to one vote. The vote for election of Officers and, upon the demand
of any voting member, the vote upon any question before the meeting, shall be by ballot.
All elections shall be conducted and all questions decided by a majority vote of all voting members
present.
ARTICLE IV
Officers
1. Number.
The Officers of the Association shall be the president, vice
president, secretary, treasurer, information officer,
and such other Officers with such powers and duties not inconsistent herewith as may be appointed
and determined by the voting members.
2. Election,
Term of Office, and Qualification. All Officers shall be
elected for a term of two (2) years by the voting members from
among their number at an annual meeting of members of the Association.
3. Vacancies.
In case any office of the Association becomes vacant by death, resignation, disqualification, or any other
cause the Board of Directors may elect an officer to fill such vacancy to serve until the next annual
meeting.
4. President.
The President shall preside at all meetings of members. He or
she shall have and exercise general charge and
supervision of the affairs of the Association and shall do and perform such other duties as may be
assigned to him or her.
5. Vice
President. At the request of the President, or in the
event of his or her absence or disability, the Vice President shall
perform the duties and possess and exercise the powers of the President; and the Vice President shall
have such other powers as may be assigned to him or her.
6. Secretary.
The Secretary shall have charge of books, documents, and papers
of the Association. He or she shall attend and
keep the minutes of all the meetings of the members. He or she shall keep a record, containing the
names, alphabetically arranged, of all the persons who are members of the Association, showing
their places of residence. He or she may sign with the President or Vice President, in the name
and on behalf of the Association, any contracts or agreements authorized by the members. He
or she shall, in general, perform all the duties incident to the office of secretary, and
shall do and perform such other duties as may be assigned to him or her.
7. Treasurer.
The Treasurer shall have the custody of all funds or property,
and securities of the Association, subject to
such regulations as may be imposed by the voting members. When necessary or proper he or
she may endorse on behalf of the Association for collection of checks, notes, and other
obligations, and shall deposit the same to the credit of the Association at such bank or banks as
designated. He or she shall sign all receipts, checks and vouchers together with such other Officer
or Officers as designated. He or she shall make such payments as may be necessary or proper to
be made on behalf of the Association. He or she shall enter regularly on the books of the
Association a full and accurate account of all moneys and obligations received and paid, or incurred
by him or her for, or on account of, the Association. He or she shall exhibit such books at all
reasonable times and place to the Board of Directors on request. He or she shall, in general,
perform all the duties incident to the office of Treasurer.
8.
Information and Technology Officer. The Information and
Technology Officer shall create and maintain a web site for the
Association for the purpose of receiving and dispensing information among Association members.
9. Removal.
Any officer or director may be removed from office by the
affirmative vote of two-thirds of the voting members at
any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or
misfeasance, for conduct detrimental to the interests of the Association, for lack of sympathy with
its objectives, or for refusal to render reasonable assistance in carrying out its purposes.
Any officer or director proposed to be removed shall be entitled to at least ten (10) days’ notice
in writing by mail of the meeting of the voting members at which such removal is to be voted upon,
and shall be entitled to appear before and be heard by the members at such meeting.
ARTICLE V
Board of Directors
The Board of
Directors shall be comprised of the officers and five (5)
members as elected by the membership at the annual meeting.
The Board of Directors may conduct the business of the Association and appoint such agents and
representatives of the Association with such powers and to perform such acts or duties on
behalf of the Association as the Board may see fit, insofar as may be consistent with these By-Laws.
ARTICLE VI
Contracts
The Board of
Directors, except as in these rules otherwise provided, may
authorize an agent to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Association, and such
authority may be general or confined to a specific instance; and unless so authorized by the Board of
Directors, no agent, or employee shall have any power or authority to bind the Association by any
contract or engagement, or to pledge its credit, or render it liable pecuniarily for any
purpose or to any amount.
ARTICLE VII
Fiscal Year
The calendar year
of the Association shall commence on January 1 of each year and
end on December 31.
ARTICLE VIII
Prohibition
Against Sharing in Association Income
No member,
officer, director, employee of, or person connected with the
Association shall receive at any time any of the net
income or assets of the Association, provided that this shall not prevent the reimbursement to any
such person for expenses incurred in rendering services to the Association in effecting
any of its purposes as shall be fixed by the Board of Directors; and no such person or persons
shall be entitled to share in the distribution of any of the Association assets upon its dissolution.
All members of the Association shall be deemed to have expressly consented and agreed that upon
such dissolution or winding up of the affairs of the Association, whether voluntary or
involuntary, the assets of the Association, after all debts have been satisfied, then remaining in the hands
of the Board of Directors, shall be distributed, transferred, conveyed, delivered, and paid
over, in such amounts as the members of the Association may determine, exclusively to
charitable, religious, scientific, testing for public safety, literary, or education
organizations which would qualify under the provision of Section 501 (c) (3) of the Internal Revenue Code
and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE IX
Investments
The Association
shall have the right to retain all or any part of any
funds,
securities or property acquired by it in whatever
manner,
and to invest and reinvest any funds held by it,
according to the judgment of the Board of
Directors without being restricted to the class of
investments which is or may hereafter be
permitted by law, provided, however, that no action shall
be taken by or on behalf of the
Association if such action is a prohibited transaction or
would result in the denial of the tax
exemption under Section 503 or Section 507 of the Internal
Revenue Code and its Regulations as they now
exist or as they may hereafter be
amended.
ARTICLE X
Amendments
The rules may be
altered, amended, or repealed at any meeting of the Association by
a majority vote of all the voting members present, provided that
the proposed action is inserted in the notice of such meeting.
ARTICLE XI
Exempt
Activities
Notwithstanding any
other provision of these rules, no member, officer, employee, or representative of this Association shall take
any action or carry on any activity by or on behalf of the Association not permitted to be taken or
carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and
its Regulations as they now exist, or as they may hereafter be amended.
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