Bylaws & Letters Patent

Letters Patent      Bylaw 1      Bylaw 2      Bylaw 3

IMPORTANT: PLEASE FILE WITH YOUR POLICY.

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:

    a.    Lutherans, or spouses or children of Lutherans, or persons affiliated with Lutheran Church organizations; or

    b.    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:

A bylaw relating generally to the conduct
of the business affairs of FaithLife Financial

(Last amended February 22, 2017)

Section 1 -- INTERPRETATION

In this bylaw and all other bylaws of FaithLife Financial, 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) "Society" means FaithLife Financial;

(e) "member" means a person who belongs to this Society by virtue of having met membership criteria as established by the Society's Letters Patent and defined in this bylaw and/or supporting resolution(s) adopted by the Board of Directors;

(f) all 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;

(g) words importing the singular number only shall include the plural and vice versa and words importing a specific gender shall include the other gender; and

(h) 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.

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 following fraternal purposes:

(a) to associate members of, or persons affiliated with, Member Churches (as defined in Section 6 of this bylaw) in order to provide the benefits that accrue through membership in a fraternal benefit society;

(b) to serve members of, or persons affiliated with, Member Churches through programs of insurance, Christian fellowship, benevolence and other fraternal activities; and

(c) 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.

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 of Directors 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 incorporated in policies of insurance.

Section 6 -- MEMBERSHIP

Full membership in the Society may be extended to individuals who are:

(a) Lutherans, or spouses or children of Lutherans, or persons affiliated with Lutheran Church organizations; or

(b) members of, or persons affiliated with, another 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.
Application for membership status is concurrent with application for a policy with the Society, or as the Board of Directors may direct.

In accordance with the Letters Patent of the Society, 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.

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

A full member whose life or health is insured under a Society policy or rider or who is an annuitant under a Society policy is deemed to be a benefit member of the Society.
An adult benefit member is a benefit member of age sixteen (16) years or older. Subject to the provisions of this bylaw, only adult benefit members of the Society have the right to hold office in the Society or to vote on Society matters.

A juvenile benefit member is a benefit member of age fifteen (15) years or younger. Insurance and annuity policies for juveniles may be applied for by an individual who is an adult member of the Society (i.e. age sixteen (16) years or older) or who is eligible for membership in the Society as an adult member. Upon turning age sixteen (16), a juvenile benefit member automatically becomes an adult benefit member of the Society.

An associate member is a member who is neither an adult benefit member nor a juvenile benefit member and who is entitled to certain services, fraternal benefits and any rights which may be determined from time to time by the Society. There may be one or more classes of associate members with separate and distinct entitlements.

Section 7 -- LOCAL ORGANIZATIONS

The Society may organize, or otherwise structure, 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 adult benefit members, as determined from time to time by the Society. Member-based units shall meet and 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

The Board of Directors shall be the representative legislative and governing body of the Society and shall (i) discharge its role as the representative legislative body of the Society at "Legislative Meetings" of the Board; and (ii) discharge its role as the governing body of the Society at "Governing Meetings" of the Board.

The Board of Directors 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. A majority of the Directors then in office shall constitute a quorum for the transaction of all business.

The Board of Directors, representing the Membership, 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 in each year and at such time as the Board of Directors may determine at any place within or outside Canada; and shall be governed by the rules and procedures governing the Board of Directors.

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 of Directors 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 governance structure and human capital and compensation management oversight;

(b) A Committee responsible for matters of audit and finance;

(c) A Committee responsible for matters of risk and compliance management; and

(d) Other Committees as it deems appropriate.

Subject to the Act, the Board may delegate to any such Committee any of the powers of the Board of Directors.

Section 9 -- DIRECTORS

Following a process it prescribes, as representative of the Society's membership, the Board may nominate annually, by resolution, adult benefit members for election as Directors and effect their election in a period prior to the date of expiry of Director terms.

The Board shall consist of no fewer than eight (8) and no more than fourteen (14) Directors, plus the President, who by virtue of office, shall be a member of the Board (with full voting power). Of this number, a maximum of three (3) Directors may be appointed by the Board at the Board's discretion.

The number of Directors to be elected in any given year shall be established by resolution of the Board in a period prior to the date of expiry of Director terms.

Vacancies occurring on the Board due to death, disqualification, resignation, retirement, removal of a Director, or any other reason shall be filled as soon as practicable by the Board using a process approved by the Board to complete the term of the departed Director. Despite any vacancy(ies) occurring on the Board for any reason, all meetings of the Board shall be deemed to be properly constituted provided there is a quorum of Directors.

Section 10 -- DIRECTOR QUALIFICATIONS, SELECTION, TERM AND REMOVAL

Qualifications:

(a) All Directors shall be adult benefit members 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 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) To protect the interests of members, no person employed by the Society (with the exception of the President) 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.

(e) 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 life insuring institution or other third party as determined by the Board from time to time shall be eligible to serve on the Board of Directors.

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

Term: The terms of office for a Director shall be for up to four years as determined by the Board at the time of election, with the last year of the term expiring at the conclusion of Board meetings held on the day of an Annual Legislative Meeting. Directors shall serve for a period not exceeding twelve (12) years, including consecutive and non-consecutive terms. The foregoing limit shall not apply to the President of the Society while he or she holds such office.

Removal: A Director may be removed from office for cause by a resolution and a seventy-five percent (75%) 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 Membership.

Section 11 -- MEMBER PROPOSALS

In a manner prescribed by the Board, adult benefit members of the Society may propose annually, other adult benefit members for election to the Board. All such proposals must be made and reported to the Secretary of the Society within the time and manner specified by the Board of Directors.

During an election period designated by the Board of Directors in a notice of election, each adult benefit member shall have the right to vote. All nominated candidate directors receiving a simple majority of endorsed positive votes shall be deemed duly elected and shall serve, beginning at the conclusion of Board meetings held on the day of the next Annual Legislative Meeting, for a term of up to four years or until their successors are elected or appointed.

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 of Directors 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 of Directors shall:

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

(b) recommend a slate of candidates of Directors to be elected by the members of FaithLife Financial;

(c) cause a Members' Council to be convened to provide input to management on a continuing basis;

(d) fix the compensation of the President and, in consultation with the President, the compensation range of other officers of the Society;

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

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

(g) authorize an account or accounts to be established and maintained in the Society's name at any chartered bank or incorporated bank or trust company in Canada;

(h) 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;

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

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

(k) 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;

(l) 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

(m) 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 of Directors, 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, full adult benefit 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 of Directors 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 of Directors 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 of Directors 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 adult benefit 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 Board shall cause the President to 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) validating communications designs to members.

Any notice to the members, unless otherwise required by law, shall be provided to adult benefit members only and may be made in the official publication and such notice, directed to the last known address of any member, shall have the same effect as though given personally in writing. If Society records indicate two or more benefit members have the same address, a copy of the official publication sent to one of them is deemed forwarded to all of them at the same address, unless a separate copy is requested.

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 and auditors' report thereon 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 from members 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 of Directors 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 effected 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 of Directors 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 when they are to be made or threatened to be made a party to any pending, ensuing or completed action, suit or proceeding, whether civil, criminal or administrative, arising out of their status as such, against all expenses (including lawyers' fees), judgments, fines, costs and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding, if they 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 enure to the benefit of the heirs, executors, administrators and personal representatives of any person referred to herein, 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 articles, 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. The language of the mediation or arbitration shall be English unless the parties otherwise 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.

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

AS AMENDED by resolution of the Board of Directors of FaithLife Financial on this 22nd day of February, 2017.

Karen C. Bjerland, President and Corporate Secretary


BYLAW NO. 2:

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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