Bylaws & Letters Patent • FaithLife Financial

Bylaws & Letters Patent

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Letters Patent

The Letters Patent of FaithLife Financial, formerly Lutheran Life Insurance Society of Canada, dated June 28, 1972, and as amended on June 29, 2001 and December 2, 2008:

WHEREAS sections 4.1 and 4.2 of the Canadian and British Insurance Companies Act provide that the Minister of Consumer and Corporate Affairs may by letters patent under his seal of office incorporate a fraternal benefit society;

AND WHEREAS the persons hereinafter named have by their petition, which has been concurred in by the Minister of Finance, prayed that letters patent under the seal of the Minister of Consumer and Corporate Affairs do issue incorporating them, together with all such persons as may become members in the corporation so created, as a fraternal benefit society within the meaning of the said Act;

AND WHEREAS the Minister of Finance has concurred in the said petition and the petitioners have satisfactorily established the sufficiency of all proceedings required by the said Act to be taken, and the truth of all facts by the said Act required to be established previous to the granting of such letters patent;

NOW KNOW YE that the Minister of Consumer and Corporate Affairs, under the authority of the said Act, does, by these letters patent constitute D.W. Axford, Fred G. Berlet, Arthur Bucholtz, Harold A. Dietrich, E. James Dreyer, William Hordern, Reuben I. Jacobson, A.O. Konigson, Gregor S. Lund, Edith MacIntosh, Norman Nilsen, Walter L. Rugland, Allan P. Schendel and Walter A. Schultz, together with such persons as become members in the corporation created pursuant to these letters patent, a body corporate under the name of LUTHERAN LIFE INSURANCE SOCIETY OF CANADA, hereinafter called “the Society”;

AND KNOW YE FURTHER that it is ordained and declared that:

A.    The persons hereinbefore named shall be the provisional Directors of the Society.

B.    Membership in the Society may be extended to individuals who are:

  1. Lutherans, or spouses or children of Lutherans, or persons affiliated with Lutheran Church organizations; or
  2. Members of, or persons affiliated with, another Christian Church (“Christian Church”), spouses or children of members of, or persons affiliated with, a Christian Church, or persons affiliated with Christian Church organizations, if such Christian Church is designated by the Society’s Board of Directors as a “Member Church”.

Associate membership in the Society may be extended to individuals who share the values of the Society.

For the purposes of these Letters Patent, the Board of Directors may designate a Christian Church to be a Member Church provided that, in the opinion of the Board of Directors, such Christian Church (i) shares beliefs that are common to the Lutheran Churches in Canada or (ii) shares full communion or other affinity relationship with an existing Member Church.  Initially, the Member Churches shall be the Lutheran Churches in Canada.

a)    The Society shall have the following fraternal purposes:

b)    To associate members of, or persons affiliated with, Member Churches in order to provide the benefits that accrue through membership in a fraternal benefit society;

c)    To serve members of, or persons affiliated with, Member Churches through programs of insurance, Christian Fellowship, benevolence and other fraternal activities;

d)    To aid Member Churches, to aid institutions connected with Member Churches and to aid such religious, educational, charitable or civic organizations as the Society may determine.

Subparagraphs 4 through 6 are removed pursuant to Letters Patent amendment of June 29, 2001.

The head office of the Society shall be in the City of Waterloo in the Province of Ontario.

Subparagraph 8 is removed pursuant to letters patent amendment June 29, 2001.

GIVEN under the seal of office of the Minister of Consumer and Corporate Affairs at Ottawa this twenty-eighth day of June, one thousand nine hundred and seventy-two.

These letters patent, as amended, are effective December 2, 2008.

Bylaw No. 1

Section 1 — INTERPRETATION

In this bylaw and all other bylaws of FaithLife, unless the context otherwise specifies or requires:

(a) “Act” means Insurance Companies Act, S.C. 1991, c. 47, as from time to time amended and every statute that may be substituted therefore and, in the case of such substitution, any references in the bylaws of the Society to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes;

(b) “Board” or “Board of Directors” means the board of Directors of the Society;

(c) “bylaw” means any bylaw of the Society from time to time in force and effect;

(d) “Director” means a member of the Board;

(e) “Legacy Member” means a person who held membership in the Society as at February 23, 2021 except a person who had not attained the age of 18 years at such date or otherwise was only extended associate membership in the Society;

(f) “Letters Patent” means the Letters Patent of FaithLife Financial, formerly Lutheran Life Insurance Society of Canada, dated June 28, 1972, and as amended on June 29, 2001 and December 2, 2008, and as subsequently amended;

(g) “Member” means a person who is either a Legacy Member, a Non-Voting Member or a Voting Member;

(h) “Member Church” means a Christian church which is designated by the Board to be a Member Church in accordance with the relevant paragraph of Section 6. As at February 23, 2021 such designation has been made in respect of all Lutheran Churches in Canada and all churches affiliated with the Canadian Council of Churches or Evangelical Fellowship of Canada;

(i) “Non-Voting Member” means a person who is the insured or annuitant under, or holder of, a policy issued by the Society, who satisfies the criteria for ‘associate membership’ outlined in the Letters Patent and/or the criteria for membership outlined in the Letters Patent and is not a Legacy Member or a Voting Member;

(j) “President” means a person holding the title of President and/or Chief Executive Officer of the Society;

(k) “Society” or “FaithLife” means FaithLife Financial or any successor corporate name of FaithLife Financial authorized by an amendment to the Letters Patent;

(l) “Voting Member” means a person of age eighteen (18) years or above who is not a Legacy Member and who is the insured or annuitant under, or holder of, a policy issued by the Society, and is: (i) a Lutheran; or, (ii) affiliated with a Lutheran Church organization; or, (iii) a member of a Member Church; or, (iv) affiliated with a Member Church;

(m) terms which are contained in the bylaws and which are defined in the Act shall have the meaning given to such terms in the Act;

(n) all personal pronouns used in this Agreement shall include all genders, and the singular shall include the plural and vice versa;

(o) the headings used in the bylaws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provision;

(p) notwithstanding any other provision of this bylaw seemingly to the contrary, neither this bylaw nor any Section thereof shall be construed as imposing, nor shall the same impose, a duty on the Board or any Director or officer of the Society to take any specific action requested by an individual or group of Members beyond the prescribed entitlements of certain Members to vote outlined in Sections 11 and 15; and

(q) unless expressly stated to the contrary in this bylaw, whenever the Board has the power to make any decision, designation, resolution, appointment or do any similar thing such power shall be exercised by a majority of those Directors present at the validly-constituted Board meeting where the decision, designation, resolution or appointment is made, or other thing is done.

Section 2 — HEAD OFFICE

The head office of the Society shall be in the City of Waterloo, in the Province of Ontario, Canada.

Section 3 — CORPORATE SEAL

The corporate seal of the Society shall be in the form adopted by resolution of the Board of Directors from time to time.

Section 4 — FRATERNAL PURPOSES

The Society shall have the fraternal purposes included in the Letters Patent, as amended from time to time;

Section 5 — BUSINESS POWERS

The Society shall have the following business powers, in addition to the fraternal and other powers that a fraternal benefit society incorporated under the laws of Canada possesses without the need for special authorization in its bylaws:

(a) to insure the Members, the spouses of Members and the children of the Members of the Society;

(b) to issue to its Members, the spouses of Members and the children of the Members, policies providing benefits in the event of the death of, or injury to, its Members by accident or providing indemnity during the incapacity of its Members arising out of accident or sickness;

(c) to issue to its Members, the spouses of Members and the children of the Members, policies of life, endowment or term insurance, including policies of life insurance of sums in excess of $10,000;

(d) to issue annuities to its Members and their spouses and children;

(e) to issue policies to its Members and their spouses and children, or accept or retain on the direction of a policyholder or beneficiary, policy dividends or bonuses, or policy proceeds that are payable on the surrender or maturity of the policy or on the death of the person whose life is insured, where the liabilities of the Society in respect of the policies or the amounts accepted or retained, vary in amount depending on the market value of a fund consisting of a specified group of assets;

(f) to make advances to its Members against the cash surrender value or on the security of their policies;

(g) to issue paid-up policies or other equities in lieu thereof to Members desiring to be relieved of the payment of future premiums or any part thereof;

(h) to pay cash surrender values for policies or to purchase the interest of Members in policies;

(i) to maintain such separate funds as may be established from time to time by the Board subject to any required approval of the Superintendent of Financial Institutions; and

(j) such other business powers and activities as permitted under the Insurance Companies Act.

The forms of policy of insurance, including the rates of benefit and indemnity and the amount of insurance that may be issued as set out therein, as approved by the Board of Directors from time to time, with the appropriate certification of the actuary, shall be deemed to constitute part of this bylaw. The terms of this bylaw are considered to be and shall be automatically incorporated into all policies issued by the Society.

Section 6 — MEMBERSHIP

Classes of Membership.

From February 23, 2021, membership in the Society shall be separated into three (3) classes:

(a) Voting Members;

(b) Non-Voting Members; and

(c) Legacy Members.

Legacy Members and Voting Members shall be entitled to vote at a meeting of the Members and on matters brought to the membership by the Board for a vote. Non-Voting Members shall not be entitled to vote at a meeting of the Members nor on other matters. Where the Voting Members and Legacy Members have a right to vote on any matter, each such Member shall have only one (1) vote in respect thereof.

A Legacy Member may make a one-time election to divest him or herself of his or her entitlement to membership of that class and become, instead, a Non-Voting Member or a Voting Member subject to his or her satisfaction of the applicable criteria thereof.  Such election shall be effected by notice in writing from the Legacy Member addressed to the Society or in such other form and manner as the Board may decide.  Once made, the foregoing election shall be irrevocable, and the former Legacy Member shall be deemed not to be a Legacy Member for all purposes from and after the date such election is effected.

If a person ceases to be the insured or annuitant under, or holder of, a policy issued by the Society whether by virtue of the lapse or other cessation of that policy or by the death of that person or otherwise then that person shall simultaneously cease to be a Member. In addition, for clarity, no person may be granted or otherwise attain membership in the Legacy Member class after February 23, 2021.

Application for membership status after February 23, 2021 is concurrent with application for a first (1st) policy with the Society after such date, or as the Board of Directors may direct.  Upon issuance of such first policy, the new Member shall be a Non-Voting Member unless such a Member requested or subsequently requests membership in the Voting Member class and meets the requirements of a Voting Member.

In all circumstances the Board shall be charged with interpreting the meaning of the Letters Patent when determining if membership in the Society may be extended to an individual and, if so, the class of such membership.

Attestation and Verification of Voting Members.

If a Member wishes to be a Voting Member, such Member shall request that she or he be designated as a Voting Member and on the Society’s receipt of such request the Board shall, if not already provided, provide the requesting Member with the definition of Voting Member along with a suitable physical or electronic document to sign, or otherwise mark, in order to indicate how such Member meets the definition of Voting Member.  The Board may make such reasonable enquiries of a requesting Member as the Board may determine to allow it to verify that such Member satisfies the definition of Voting Member in this bylaw.

If a Member who requests membership in the Voting Member Class attests that he or she satisfies the definition of Voting Member to the satisfaction of the Board, then that Member shall immediately be and shall remain a Voting Member for all purposes until the date such Voting Member either (i) notifies the Society that she or he no longer wishes to be a Voting Member or (ii) ceases to be a Member of the Society.  Failure to make such attestation and satisfy the definition of Voting Member to the satisfaction of the Board shall result in the Member remaining a Non-Voting Member or Legacy Member, as the case may be, unless, and until such time, the aforementioned requirements are met.

Meetings of the Members.

Meetings of the Members, or any class or classes of Members, shall be held on such day and at such time at any place within Canada in each case as the Board of Directors may determine, and shall be governed by the rules and procedures established by the Society in respect of the same.

Other Membership Matters.

In accordance with the Letters Patent of the Society, the Board of Directors may designate as a Member Church, any Christian church that either: (i) shares beliefs that are common to the Lutheran Churches in Canada; or (ii) shares full communion or other affinity relationship with an existing Member Church.  For the purpose of this bylaw and for the avoidance of doubt, the Board shall hold the power to decide in its absolute discretion whether or not a church constitutes a Member Church.

Subject to the Letters Patent of the Society, and this bylaw, the definition and interpretation of membership criteria shall be as established by Board resolution.

All Members and every person who derives benefits through a policy issued, or membership benefits provided, by the Society shall be subject to the provisions of this bylaw.  Each Member is entitled to a copy of this bylaw.

Section 7 — LOCAL ORGANIZATIONS

The Society may organize, or otherwise structure, in its sole discretion, Member-based units created and maintained to provide Members with the opportunity to participate in Society activities, fraternal benefits and programs, as determined from time to time by the Society.

Member-based units shall assist Members and others in their communities through benevolent action and provide fellowship opportunities. They may be established in any locality where there is an appropriate number of Members, as determined from time to time by the Society. At any meeting of Member-based units, Members and others shall conduct activities in a manner prescribed by the Society.

No action or transaction of a Member-based unit shall conflict with the Society’s stated purposes or policies.

Section 8 — BOARD OF DIRECTORS

Quorum.  All meetings of the Board shall be deemed to be properly constituted provided there is a quorum of Directors present.  A majority of the Directors holding office shall constitute a quorum for the transaction of all business, provided that there are at least four (4) Directors holding office.  Notwithstanding the foregoing and any other provision of this bylaw, if at any time the number of Directors holding office is fewer than four (4) Directors then the quorum of Directors for a meeting convened by those remaining Directors for the sole purpose of holding-over a Director’s term pursuant to Section 10 and/or appointing one or more Directors  with the intention of ensuring that the number of Directors, as required by Section 9 are in office to allow for the future transaction of the Society’s business by the Board shall be fixed at the number of Directors then holding office.

Supreme Governing Body.  The Board is the supreme governing body of the Society, as that term is defined in the Act, and shall:

(a) discharge its role as the representative legislative body of the Society at meetings set aside for such matters (“Legislative Meetings”); and

(b) discharge its role as the governing body of the Society at meetings set aside for such matters (“Governing Meetings”).

The Board shall perform such duties as are prescribed by law and the bylaws of the Society and transact such other pertinent business as may come before it.  In all matters, the Board shall owe a fiduciary duty to protect the financial and other interests of the Society.

The Board shall, at least once each calendar year, convene a Legislative Meeting (the “Annual Legislative Meeting”).  The Annual Legislative Meeting shall be held on such day and at such time and at any place within Canada in each case as the Board may determine; and shall be governed by the rules and procedures established by the Society in respect of Annual Legislative Meetings and the Board generally.

The business and affairs of the Society shall be overseen by the Board of Directors at Governing Meetings. In exercising their respective powers and discharging their respective duties, each Director must (a) act honestly and in good faith with a view to the best interests of the Society and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Board shall elect a Board Chair from among its elected Directors in accordance with procedures adopted by the Board. The Board Chair shall preside at all meetings of the Board and shall perform such other duties as may be assigned by the Board.

The Board of Directors shall appoint the following Committees of the Board:

(a) a Committee responsible for matters of audit and finance;

(b) a Committee responsible for matters of risk and compliance management;

The Board of Directors may, at its discretion and from time to time, appoint the following additional Committees to the Board:

(a) a Committee responsible for matters of governance;

(b) a Committee responsible for matters of human resources and nominations; and

(c) such other standing or ad hoc Committees as the Board deems appropriate.

The Committees appointed by the Board pursuant to the foregoing provisions shall be referred to as the “Committees” and each a “Committee”.

Subject to the Act, each of the Committees may be comprised of such blend of Director and non-Director members as the Board may decide, provided that each Committee is constituted with at least three (3) Committee members who are either Legacy Members or Voting Members. Unless prohibited by the Act, the Board may delegate to any such Committee tasks and/or powers of the Board as it so resolves.  Only Legacy Members and Voting Members appointed to a Committee may vote on any matters considered by such Committee, provided that in the event the President is a member of a Committee she or he shall not vote on any matters considered by such Committee regardless of whether she or he is a Voting Member or a Legacy Member.  The Board may appoint, at its discretion, any Director to fulfil the role of chair for each such Committee.

All meetings of a Committee shall be deemed to be properly constituted provided there is a quorum of Committee members in attendance.  Three (3) members of a Committee who are entitled to vote at such Committee shall constitute a quorum in respect of that Committee, unless the Board resolves otherwise.

Section 9 — DIRECTORS

Maximum and Minimum Numbers.  The Board shall consist of no fewer than a minimum number of nine (9) and no more than a maximum number of fifteen (15) Directors.  One (1) of such Director positions shall always be reserved for the President of the Society who shall hold the office of Director automatically by virtue of holding the office of President (with full voting and other powers of directorship).  Notwithstanding the foregoing, if at any time the number of Directors shall fall below the minimum number of nine (9) Directors, the Board may continue to act without the minimum number of Directors and without the Board’s composition meeting or exceeding the Minimum Percentage of Members’ Directors with full authority and with full decision making power for a period not exceeding nine (9) months provided that during such period the number of Directors does not fall below four (4) Directors.  If there are fewer than four (4) Directors, the powers of the Board shall be limited to holding-over one or more Directors’ term pursuant to Section 10 and/or appointing one or more new Directors until such time as there are at least four (4) Directors.  At the conclusion of such nine (9) month period the minimum number of Directors, nine (9), must be met or exceeded.

Number of Directors.  The number of Directors within the maximum and minimum numbers prescribed in the preceding paragraph may be established and changed by resolution of the Board from time to time.

Section 10 — DIRECTOR QUALIFICATIONS, SELECTION, TERM AND REMOVAL

Qualifications

(a) Each Director, with the possible exception of the President, shall be a Voting Member or a Legacy Member of the Society. The President shall hold the office of Director automatically upon his or her appointment as President and the President shall not be required to be a Voting Member or a Legacy Member of the Society.

(b) A Director should have a background in the financial services area and/or expertise in areas such as governance, fraternalism, risk management, investments, accounting, financial literacy, human resources, actuarial, sales, marketing, information technology or law. Such individuals should also demonstrate commitment to a Christian fraternal, good communication skills, prudent judgment, self-awareness, integrity, accountability and objectivity.

(c) All Directors must be at least 18 years of age, and a majority of the Directors must be individuals who are resident in Canada.

(d) All Directors must have mental capacity to act;

(e) With the exception of the President, to protect the interests of Members, no person employed by the Society or holding a commission contract with the Society or, after the Annual Legislative Meeting of 2016, receiving income from a Society pension or other employee benefit program, shall serve as a Director.

(f) To protect the interests of Members, no person holding a commission contract, an officer position or other position of trust with a competing fraternal benefit society or a competing life insuring institution or other competing third party as determined by the Board from time to time shall be eligible to serve on the Board.

(g) Any person having a continuing direct conflict of interest, as determined by the Board, shall not be eligible to be a Director.

Term of Directors

Members’ Directors.  The term of office for a Director who has been elected by the Members pursuant to Section 11 below (such Director being a “Members’ Director”) shall be a period of not more than four (4) years expiring at the conclusion of Board meetings held on the day of an Annual Legislative Meeting, as determined by the Board. Except as otherwise authorized by this bylaw, at least fifty percent (50%) of the Directors sitting on the Board shall be Members’ Directors (the “Minimum Percentage”)

Absolute Term Limit.  Directors shall not serve for a period exceeding twelve (12) years, including consecutive and non-consecutive terms (the “Absolute Term Limit”), provided that the Absolute Term Limit shall not apply to the President of the Society while he or she holds such office.

An individual that was formerly the President of the Society (a “Former President”) may only serve as a Director of the Society again after the second anniversary of her or him ceasing to be the President of the Society. A Former President may serve as a Director for a period not exceeding twelve (12) years (including the time such individual served as a Director by virtue of being the President of the Society).

Other Directors.  Except as otherwise provided in this bylaw, the term of office for a Director who is not a Members’ Director shall be a period of one (1) year which term shall automatically be extended, if that Director is elected by the Members during that one (1) year term, until the conclusion of the Board’s meetings on the day of the Annual Legislative Meeting next following that Director’s affirmative election by the Members (at which time that Director will be re-appointed subject to satisfaction of the qualifications outlined above).

Hold-Over Power.  Notwithstanding any other provision of this Section 10, the Board shall retain the entitlement to extend a Director’s term for a period not exceeding one (1) year to ensure that the minimum number of Directors set out in Section 9 is satisfied until the successor of that or another Director is elected or appointed.

Unelected Term Limit.  Save for the President, no person shall hold the office of Director of the Society for a period exceeding five (5) years, whether comprising consecutive or non-consecutive terms in office, without becoming a Members’ Director.

 No Early Termination.  Unless a Director is removed pursuant to the provisions below, every Director shall continue to hold that office until the earlier of his or her voluntary resignation, death or incapacity, and expiry of his or her term notwithstanding any resolution of the Board to change the number of Directors on the Board.

Mid-Term Appointment of Directors.  Notwithstanding any other provision of this bylaw to the contrary, when a vacancy on the Board arises due to the unanticipated departure of a Director during the currency of his or her term such that it is impractical to observe the ordinary election and/or appointment procedure, the Board (acting by a majority of the Directors then sitting on the Board) may appoint any person, meeting the qualifications set out in Section 10, it chooses to fill that vacancy for a single period of not more than two (2) years irrespective of whether the Minimum Percentage of Members’ Directors then sitting on the Board would continue to be satisfied following such appointment.

Removal of Directors

A Director may be removed from office for cause by a resolution and a seventy-five percent (75%) affirmative vote of the remaining Directors.  For clarity, “cause” includes:

(i) a conviction of an indictable offence;

(ii) an application for bankruptcy (but not a consumer proposal);

(iii) chronic absenteeism from attendance at meetings;

(iv) a continuing direct conflict of interest;

(v) a material breach of the Society policies applicable to Directors;

(vi) when the Director is not exhibiting behaviours of an effective Director as determined by the Board from time to time, and has not responded positively to the Board’s efforts to improve personal performance, and

(vii) any other situation where a Director’s continued involvement would jeopardize the reputation of the Society and its Members.

Section 11 — DIRECTOR ELECTIONS

Ordinary Election / Appointment of Directors.

Members’ Directors and other Directors may be recruited or sourced through various means such as Member applications, Member proposals of other Members, the existing pool of prospective Directors, executive search firms and other sources. The Board will select and recommend candidates to be nominated for election to a Members’ Director position or appointment to another Director position.

The Board shall from time to time approve and implement a procedure to identify qualified Director candidates and the procedures to be followed to elect and/or appoint Directors.  Such procedures shall be either published on the Society’s website or be available to all Voting Members and Legacy Members upon request.

During an election period designated by the Board of Directors in a notice of election, each Legacy Member and each Voting Member shall have the right to vote to elect (a positive vote) or not elect each candidate nominated by the Board to be a Members’ Director. Each candidate nominated for election as a Members’ Director receiving a simple majority of positive votes shall be deemed duly elected and shall serve as a Members’ Director, beginning at the conclusion of Board meetings held on the day of the next Annual Legislative Meeting.

Section 12 — LEGISLATIVE DUTIES

Among their duties in legislative session, the Directors, representing the Members, shall:

(a) have the power to make, amend or repeal any bylaw of the Society;

(b) receive and review annual reports of the affairs of the Society;

(c) appoint or retain any actuary and auditor as required by law;

(d) determine the fees to be paid to members of the Board and of Committees of the Board; and

(e) determine the submission of any questions or matter to Members for consideration or approval.

Section 13 — GOVERNING DUTIES

Among its duties in governing session, the Board shall:

(a) appoint the President, the Corporate Secretary, the Actuary and other statutory or regulatory required officers of the Society and define their general duties and authority;

(b) determine the compensation of the President and, in consultation with the President, the salary range and incentive compensation of other officers of the Society;

(c) constitute and appoint Committees and Committee chairs, and define the power and duties of such Committees;

(d) annually approve the investment policy of the Society;

(e) authorize an account or accounts to be established and maintained in the Society’s name at any chartered bank and/or any incorporated bank and/or any trust company, in each case, located or operating in Canada;

(f) have power to establish policy benefits to be offered and issued, and rates and values to be adopted, upon certification by the Appointed Actuary of the Society of the reasonableness of such benefits and values, and the sufficiency of the rates of contribution;

(g) have power to adopt or modify pension plans and other plans for the benefit of employees and/or representatives;

(h) approve annually, on recommendation of the Appointed Actuary, the divisible surplus of the Society and its apportionment;

(i) approve, on recommendation of the President and the Appointed Actuary, any assessment on Members that may be required, and the amounts thereof to be levied on the Members, or on Members holding particular types of policies;

(j) cause to be created and issued (by publishing or other means) an official publication of the Society to inform Members of Society direction, developments, decisions, programs, services and concerns; and

(k) provide for the conduct of the affairs of the Society in all other respects as may from time to time be required.

Section 14 DIRECTOR AND OFFICER CONDUCT

In addition to conforming to the requirements of law, the conduct of the Directors and officers of the Society shall be in accordance with the dictates of the Society’s incorporating instrument, bylaws and any Code of Conduct adopted by the Board, all as amended from time to time.


Section 15 — MEMBER INTERESTS

The Society is a fraternal benefit society with representative governance continued under and in accordance with the Act for the fraternal purposes set forth in Section 4 of this bylaw.  As Members of a fraternal benefit society, Voting Members and Legacy Members have a right to express their views, and their approval, when sought, on matters fundamental to the character of the Society.

Accordingly, the Board shall be deemed to be the representative of the Members and shall be entitled to vote at a meeting of the Legislative Board as the representative of each Member. As the representative legislative body of the Society, the Board shall represent the interests of all Members of the Society at Legislative Meetings honestly and in good faith, and with the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Board may, by resolution, submit a question or matter to the Members of the Society for their consideration or approval (a “Member Approval“). In such circumstances, each Voting Member and Legacy Member shall have the right to vote, by mail, or other Board-authorized means, upon the matter which is the subject of the Member Approval.

The President may appoint, and annually renew, a Members’ Council to provide input to the President on matters of Member interest including, but not limited to, the following:

(a) defining, redefining and activating the Society value proposition;

(b) differentiating local versus corporate fraternal modeling opportunities;

(c) ways to grow membership and Member engagement;

(d) discussing potential strategic initiatives; and

(e) Member communications.

Any Members’ Council appointed from time to time shall be purely advisory in nature and shall not have the power to bind the Board or the Society.

Any notice to the Members, unless otherwise required by law, may be made in the official publication and delivered to Members by regular mail or electronic transmission to each Member’s last known mailing address or email address, as the case may be, as noted in the Society’s records and such delivery shall have the same effect as personal service.  If Society records indicate two or more Members have the same mailing address or email address, the official publication sent to one of them shall be deemed delivered to both or all of them, unless a Member previously requests, in writing, that a separate copy of the official publication should always be delivered to her or him individually.

No later than June 1 of each year, an annual report issue of the official publication shall be sent to Members. It shall contain a copy of the Society’s financial statements for the previous fiscal year, along with pertinent information and explanations of the facts concerning the condition of the Society thereby disclosed.

Section 16 — MEMBER BENEFITS

Insurance benefits to or for Members shall be evidenced by a policy of insurance and membership.

The receipt and temporary retention of payments and premiums by the Society shall not constitute a waiver of any law or defense of the Society which might be relied on had such payments not been received and temporarily retained.

In the event that a policy shall have lapsed, or been forfeited, or cancelled, or steps taken by notice to the Member toward cancellation, the mere payment of any premium on account of such policy shall not operate as a revival or continuance of said policy, whether made on notice of premium or otherwise, and such payment shall be returned to the person making the same, or held subject to her or his order.

Fraternal benefits are non-contractual benefits and may be varied by the Society as deemed appropriate.

Section 17 — PREMIUMS AND INCOME

All premiums and other income received by the Society shall be credited to the appropriate funds of the Society. All expenses and benefits shall be paid from such funds as appropriate. In the event there is a deficiency or the danger of a deficiency in a fund, the Board may, on the recommendation of the Appointed Actuary, provide for an allocation between funds where law permits. The Board may also decide to levy upon the Members participating in an endangered fund such assessment as is necessary to remove any deficiency or danger of deficiency.

Notice of intention to make such allocation or to levy such assessment shall be given to Members of the Society at least thirty (30) days before the allocation or due date of said assessment to all affected policyholders at their last known address. If any assessment is not paid by a Member, it shall stand as an indebtedness against the Member’s policy, together with interest at such rate as the Board shall determine, or in lieu thereof, or in combination therewith, the Member may consent to an equivalent reduction in benefits.

Section 18 — FISCAL YEAR

The fiscal year of the Society shall begin on the first day of January and end on the thirty-first day of December.

Section 19 — INDEMNIFICATION

Every Director, officer, employee and trustee of the Society, and every former Director, officer, employee and trustee shall be indemnified by the Society against all expenses (including lawyers’ fees), judgments, fines, costs and amounts actually and reasonably paid by them to any person (other than the Society) or any governmental authority in connection with any pending, ensuing or completed action, suit or proceeding, whether civil, criminal or administrative, which directly arose out of them being a Director, officer, employee, trustee, former Director, former officer, former employee and/or former trustee of the Society, provided that this indemnity shall only apply and take effect if they at all times acted honestly and in good faith, and with a view to the best interests of the Society and in the case of a criminal or administrative action that is enforced by monetary penalty, they had reasonable grounds for believing their conduct was lawful.

This indemnification shall be continuing and inure to the benefit of the heirs, executors, administrators and personal representatives of any person referred to in this Section 19, and it shall not be deemed to be exclusive of any other rights to which those entitled to be indemnified hereunder may be entitled as a matter of law, or under any bylaw, agreement, vote of Members or otherwise.

Section 20 –– RESOLUTION OF DISPUTES

To the extent permitted by applicable law, all disputes, grievances, complaints, claims, actions or controversies (collectively, “Disputes”) between Members, insureds, certificate owners or beneficiaries (each a “Member Party”) and the Society and/or its Directors, officers, agents and employees (each a “Society Party”) shall be resolved by mediation and/or arbitration as set out herein.

In the event that a Dispute between a Member Party and a Society Party arising out of or related to the Letters Patent of the Society or its bylaws, or out of any aspect of the operations of the Society, including under the terms of any insurance policy or in the provision of any benefits provided by the Society, is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of any Member Party or Society Party as set out in the Letters Patent, bylaws or the Act, and as an alternative to such person instituting a law suit or legal action, such Dispute shall be settled by a process of dispute resolution as follows:

(a) The Dispute shall first be mediated pursuant to the National Mediation Rules of the ADR Institute of Canada Inc.

(b) If the parties are not successful in resolving the Dispute through mediation, then the Dispute shall be finally resolved by arbitration before a single arbitrator pursuant to the National Arbitration Rules of the ADR Institute of Canada Inc.

(c) Any mediation or arbitration shall take place in the City of Waterloo, Ontario, or such other place as the parties may mutually agree.

No Dispute may be brought forward in a representative group or on behalf of or against any “class” of persons, and the Disputes of multiple Member Parties (other than those who are immediate family members) may not be joined together for purposes of these procedures without the express written consent of both (i) all Member Parties affected thereby, and (ii) the Society.

Exemplary or punitive damages may be awarded for claims arising under applicable law to the extent permitted or, for claims arising under common law, exemplary or punitive damages may be awarded but may not exceed three times the amount of compensatory damages.

This bylaw and any policy issued by the Society shall be governed by, interpreted and given effect in accordance with the laws in force in the Province of Ontario (excluding any conflict of laws rule or principle which might otherwise apply) and the federal laws of Canada applicable therein.

Section 21 — BYLAW AMENDMENT

Amendments to these bylaws shall require the approval of a two-thirds vote of the Directors present and voting at the Legislative Meeting at which they are considered.

No amendment shall be considered unless notice of the proposed amendment is mailed or transmitted to every Director at least thirty (30) days prior to the date of such meeting. The required thirty days’ notice may be waived by unanimous consent of all members of the Board present at a Legislative Meeting.

Through the official publication of the Society, Members shall be advised of the full text of any amendment of this bylaw or of any new bylaw passed.

AS AMENDED by resolution of the Board of Directors of FaithLife Financial on this 23rd day of February, 2021.

Glenn Hymers, President and Corporate Secretary

Bylaw No. 2

Bylaw No. 3

SPECIAL RESOLUTION
AT THE OCTOBER 8, 2008 SPECIAL MEMBERS MEETING
TO ADOPT FAITHLIFE FINANCIAL AS THE SOCIETY’S LEGAL NAME

It was MOVED, SECONDED and CARRIED:

that it is hereby enacted as a special resolution of Lutheran Life Insurance Society of Canada (herein called “the Society”) that Bylaw Number 3, a bylaw to change the name of the Society be adopted as follows:
Bylaw Number 3
1.    Subject to confirmation by the Superintendent of Financial Institutions, the name of the Society is changed from Lutheran Life Insurance Society of Canada to: FAITHLIFE FINANCIAL
2.    Subject to confirmation by the Supplementary Letters Patent (founding charter), the Letters Patent be amended to reflect the name of the Society as FAITHLIFE FINANCIAL.
3.    The Society is authorized to apply to the Minister of Finance for the issue of Supplementary Letters Patent confirming this special resolution insofar as it relates to amending the provisions of the Letters Patent.
4.    That the Directors and officers are authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable for the due carrying out of the foregoing.

Enacted this 8th day of October, 2008