alter, or repeal the same. Notice of changes to the Bylaws shall be given to the members in the manner prescribed in the Bylaws.
ARTICLE IX. AMENDMENT OF ARTICLES These Articles of Incorporation may be amended in whole or in part by a majority vote of the full Board of Directors. Upon adoption, such changes shall be filed with the Commissioner of Insurance of the State of Wisconsin and shall be published in the Society ' s official publication in a manner prescribed in the Bylaws.
Bylaws of BetterLife
ARTICLE I. DEFINITIONS( a)“ Benefit Member” shall have the same meaning as in Article VII, Paragraph( a)( 1) of the Articles of Incorporation.( b)“ Board” means the Society’ s Board of Directors.( c)“ Home office” means the principal office of the Society in Madison, Wisconsin.( d) " Society " means BetterLife.
ARTICLE II. LOCAL CHAPTERS
( a) Local Chapters may be maintained and created to foster voluntary activity for aiding such lawful, social, ethnic, intellectual, educational, charitable, benevolent, moral, fraternal, or patriotic endeavors as the Chapter may determine in accordance with resolutions of the Board; to provide members with the opportunity to take part in the Society’ s programs.
( b) All Local Chapters accept the Society’ s Articles of Incorporation, Bylaws, and Chapter Bylaws as prepared by the Board.
( c) Each Local Chapter shall elect officers and hold regular meetings and carry on its business in accordance with the Society’ s rules and other regulations adopted by the Board.
( d) Regular meetings of the Chapter shall be held at least once every three months or at least as frequently as may be required by law. Chapters should engage regularly in member participation to implement the purposes of the Society.
( e) No officer or member of a Chapter shall have any authority or power to waive, add to, or amend any contract or provision in any contract between the Society and a member or other person.
( f) The Society shall not be responsible for anything done or omitted to be done by a Local Chapter or any member thereof.
( g) All Chapters shall be under the control and supervision of the Board. Whenever any controversy shall arise in any Chapter between its officers and members, or on any other matter affecting or touching the administration of the Chapter, if the difficulty cannot be settled or adjudicated by the Chapter, it shall be referred to the Board, and the Board’ s decision in the matter shall be final.
( h) Whenever the Board deems it in the best interests of the Society or of Local Chapter members, it may merge or consolidate two or more Chapters.
( i) Chapters are permitted and encouraged to cooperate and support one another through local, regional, state, and district activities, meetings, and events.
( j) The Society will establish a Fraternal Board and / or other member advisory committees to provide input on Chapter and other fraternal matters as determined by the Board of Directors.
ARTICLE III. BOARD OF DIRECTORS
( a) General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Society shall be controlled by the Board.
( b) Number; Term of Office; Qualifications.( 1) Number. The Board of Directors shall consist of not less than eight or more than 10 elected Directors as determined by resolution of the Board. Additional Directors may be added by resolution of the Board to accommodate a merger or other transaction.( 2) Qualifications. All elected Directors must:( i) be a Benefit Member of the Society;( ii) not be an officer or employee of the Society, other than the CEO, nor any individual who sells or manages the sale of the Society ' s insurance;( iii) not be an officer of any life insurance company or other fraternal benefit society; and( iv) meet all other requirements under the law or established by resolution of the Board of Directors.( 3) Term. The term of office of each elected Director shall be four years, beginning on the first day of January next following his or her election. Directors may not serve more than three( 3) full terms. Any partial term served or service prior to January 1, 2021, will not be counted toward the three full-term limit. Each Director shall continue to hold office until his or her term shall have expired and until his or her successor shall have been elected and qualified, or until his or her death, removal, or resignation. Terms of office shall be staggered such that approximately half of the elected Directors ' terms of office shall expire every two years.
( c) Nomination and Election of Outside Directors.( 1) Nomination by Nominating Committee. In the years in which the Board stands for election, the Board shall appoint a Nominating Committee of directors who are not standing for election. The Nominating Committee shall seek qualified candidates and prepare a slate of candidates for Director and shall submit its candidates to the Board on the timeline established by the Board.( 2) Nomination by Benefit Members. Any two hundred( 200) or more Benefit Members may also nominate candidates to succeed the Directors whose terms of office will expire by filing with the Secretary a certificate signed and acknowledged by each such Benefit Member setting forth the full names and addresses of the candidates nominated, the printed name, address and signature of each Benefit Member signing the certificate, and the date each such Benefit Member signed the certificate, and by filing with such certificate the written acceptance of such nomination by each nominee named in such certificate. All certificates must be received by the Secretary at its home office prior to the deadline established by resolution of the Board to be valid.( 3) Qualifications. All persons nominated must meet the qualifications for Director in Paragraph( b)( 2) of this Article at both the time of the nomination and the time of the election.
BetterLife Magazine 17