National Catholic Forester

Summer 2017 — www.ncsf.com 27 NEW NCSF BYLAWS is/was an insurance producer of the Society and not an employee of the Society. A former employee or insurance producer of the Society will cease to be a Disqualified Individual upon the expiration of three (3) years from the termination of their most recent period of service for the Society. 6. Have no criminal history other than matters determined insignificant by the Election Committee, such as a minor traffic violation; 7. Have affirmed a willingness to participate in educational seminars and programs that provide orientation, training and instruction in matters such as board duties and responsibilities, life insurance and financial matters and the structure and regulation of fraternal benefit societies; 8. Be a beneficial member of the Society in good standing for a period of 2 years up to the date of election; 9. Not have been removed from office for cause by action of the Board of Directors; 10. Be under 75 years of age as of the date of election/ appointment. B. A person convicted of a felony may not be a director or an officer of the Society. C. Appointed directors must meet the eligibility requirements listed in Section 2.02(A), except Section 2.02(A) (8), and such other qualifications as determined by the Board of Directors. Sec. 2.03 TERM OF OFFICE Effective as of the 2018 election, elected directors shall serve four (4) year terms. No elected director may serve more than two (2) consecutive four-year terms. Service prior to the 2018 election, or election to fill a partial term, is not included as part of this consecutive-year limitation. A break in service of at least four (4) years restarts the term-limit period. The appointed director shall serve a term of up to two (2) years as determined by the Board of Directors and may be appointed for successive terms. Directors shall serve until their successors are elected and qualified. Upon conclusion of the term of office, every director shall deliver to the Board of Directors all property belonging to the Society. Sec. 2.04 NOMINATION AND ELECTION PROCEDURES FOR DIRECTORS A. Candidates for elected director positions must submit their application for nomination to the Society within the time specified and must follow the procedures and provide all information regarding their background and credentials as required by the Board of Directors. B. Prior to the election, the Board of Directors shall establish a Nominating Committee composed of elected directors who are not seeking reelection. In the event fewer than three (3) directors are not seeking reelection, the Board of Directors shall appoint to the Nominating Committee other Society members who are not seeking election so that the Nominating Committee shall have three (3) members. The Nominating Committee shall gather information from candidates regarding qualifications and background and shall determine whether each nominated candidate is eligible to serve as a director. Only candidates who are determined by the Nominating Committee to meet the eligibility requirements will be included in the slate of candidates submitted for election. C. The Nominating Committee shall submit the slate of eligible candidates and direct the Society to prepare a ballot and give notice of election, specifying the time and procedures for elections. The notice shall also include information regarding the qualifications and background of the candidates. D. A vote shall be taken on the candidates by direct written or electronic ballot by beneficial members in good standing. The ballot shall specify the deadline for return of the ballot and no ballots received after such time shall be counted. Each beneficial member shall have one vote for each elected director position and directors shall be elected by a plurality of the votes cast by the beneficial members. Cumulative voting or voting by proxy is not permitted. "Members in good standing" shall be defined as determined by the Board of Directors. Sec. 2.05 DIRECTOR VACANCY Any vacancy in a director position shall be filled for the unexpired term of the director by election of the Board of Directors by a 2/3 majority vote of all directors then in office. A director filling a vacancy of an elected director shall be considered as an elected director for the unexpired term. Qualifications for filling the elected director vacancy will be the same as for any elected director. Sec. 2.06 PROCEDURE FOR APPOINTED DIRECTOR The appointment or reappointment of an appointed director by the Board of Directors shall be by a 2/3 vote of all the directors then in office, excluding the appointed director. Sec. 2.07 REASONABLE COMPENSATION The Director Compensation Committee shall determine reasonable compensation for directors. The Committee shall be made up of five (5) members who have been appointed by the Member Assembly. Members shall serve until successors are appointed. Any vacancy occurring in the committee may be filled by majority vote of the Board of Directors. The Board of Directors shall provide to the Director Compensation Committee recommendations for reasonable compensation for directors, taking into account market and industry standards, compensation paid to directors of similarly situated organizations, and other appropriate considerations. Sec. 2.08 CHAIR The Board of Directors shall elect a Chair from among its members CONT. ON PAGE 28

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