BYLAWS OF PROFESSIONAL RISK MANAGERS INTERNATIONAL ASSOCIATION

Transcription

1 BYLAWS OF PROFESSIONAL RISK MANAGERS INTERNATIONAL ASSOCIATION (A Delaware Non-Profit Non-Stock Corporation) Organized: January 16, 2002 Incorporated: January 31, 2002 Adopted: August 28, 2002 Amended and Restated: October 27, 2011 Amended and Restated: October 28, 2014 Amended and Restated: July 15, 2016

2 ARTICLE 1 NAME, CORPORATE OFFICES and OFFICIAL LANGUAGE 1.1 Name. This non-profit incorporated association shall be called the PROFESSIONAL RISK MANAGERS INTERNATIONAL ASSOCIATION, also known as PRMIA. In these Bylaws it shall be referred to as PRMIA. 1.2 Principal Office. The principal office of PRMIA shall be at any location the Board may determine. 1.3 Other Offices. In addition, PRMIA may have offices at such other places as the Board determine. 1.4 Corporate Seal. PRMIA shall have no corporate seal. 1.5 Official Language. The official language in which the business and affairs of PRMIA and all meetings of the Members and the Board of Directors of PRMIA ( Board ) shall be conducted is the English language. ARTICLE 2 MISSION STATEMENT and PURPOSE 2.1 PRMIA Mission. PRMIA Mission is to provide an independent and open forum for the promotion of sound risk management standards and practices globally. To accomplish our mission, we will always be: a leader of industry opinion and a proponent for the risk management profession; driving the integration of practice and theory and certifying the credentials of those in our field; connecting practitioners, researchers, students and others interested in the field of risk management; global in our focus, promoting cross-cultural ethical standards, serving emerging as well as more developed markets; transparent, nonprofit, independent, member-focused and member-driven; and, working with other professional associations in furtherance of the PRMIA Mission. The Professional Risk Managers International Association 2

3 ARTICLE 3 MEMBERSHIP 3.1 Classes of members, requirements of each class and voting rights Regular Member: Only individual persons may become Regular Members of PRMIA. To become a Regular Member of PRMIA an individual must satisfy the membership requirements determined by the Board. Applications for Regular Membership may be made electronically via PRMIA website or in any other manner approved by the Board. Regular Members shall have voting rights on all matters that come before the Members; Members shall have no voting rights with respect to election of the Officers of PRMIA. All further references to Members (paying Sustaining and/or Contributing) shall refer to Regular Members unless otherwise stated; pending their proactive registration and other determination of member rights as articulated by the Board Affiliate Members: The Board shall set the requirements for Affiliate Membership, and may modify those requirements. Individuals not meeting the requirements of a Regular Member may apply for Affiliate membership. Affiliate Members shall have no voting rights Other Members: A corporation, association, educational institution or government agency may apply to be an Affiliate member of PRMIA, which, may also be referred to as a Corporate Member or Educational Partner as appropriate. Applications to become a Corporate Member or an Educational Partner shall be made in a manner approved by the Board. Such members shall have no voting rights. In any Corporate Member relationship, the identified individual Sustainer or Contributor (identified Regular Member) shall be considered a Regular Member as defined by these Bylaws and shall assume all rights thereof Regional Directors: Regional Directors are governed in accordance with the Terms of Reference of the Global Council of Regional Directors (see article 7.2.4). These Terms of Reference are approved by the Board. The Global Council of Regional Directors may appoint Members or Affiliate Members to serve as Regional Directors for any of PRMIA Regional Chapters (see Article 8). Regional Directors shall elect the Officers of PRMIA. But no Regional Director who is also a member of the Board shall be entitled to vote in an election of the Officers of PRMIA. 3.2 No Transfer of Membership Rights. No Regular or Affiliate Member may sell, pledge, encumber or otherwise transfer any credential or recognition bestowed by PRMIA, or membership in PRMIA, or a right arising from such membership except as allowed in Section 4.10, or otherwise authorized by the Board. The Professional Risk Managers International Association 3

4 3.3 Membership in PRMIA. All Regular and Affiliate Members: shall adhere to PRMIA rules and regulations, including its Certificate of Incorporation, Bylaws, Standards of Best Practice, Conduct and Ethics, Terms of References and other rules relating to professional conduct; shall submit information requested by PRMIA relating to professional conduct and activities; and, shall maintain membership in good standing with PRMIA. 3.4 Resignation. A Regular or Affiliate Member or Regional Director may resign at any time by delivery to the Secretary such Member s resignation in writing, by or on the website. The resignation of a Regular or Affiliate Member or Regional Director does not relieve such Member or Regional Directors from any obligations such Member or Regional Director may have to PRMIA for dues, assessments, or fees or charges for goods or services. A credential or certification bestowed by PRMIA may be resigned at any time by delivery of a written letter of resignation to the Secretary. The resignation of a credential or certification bestowed by PRMIA does not relieve any credential or certification holder from any continuing obligations it may hold to PRMIA. In any Corporate Member relationship, should the corporation so choose to resign membership then, all of its identified Sustaining and/or Contributing members shall also be considered resigned and forfeit of their Regular member rights. 3.5 Termination of Membership. The Board may, upon the affirmative vote of twothirds majority of the total number of Directors, expel, terminate or suspend any Regular or Affiliate Member or Regional Director who, in the determination of the Board, has engaged or is engaging in conduct that does not conform with PRMIA Certificate of Incorporation, Bylaws, or Standards of Best Practice, Conduct and Ethics, Terms of References, etc. and other rules relating to professional conduct; provided, however, that the Board: shall deliver to such Regular or Affiliate Member or Regional Director written notice of such proposed expulsion, suspension or termination not less than thirty (30) days prior to the effective date of such proposed expulsion, suspension or termination, which notice shall set forth the reasons for such expulsion, suspension or termination; and, shall provide an opportunity for such Member or Regional Director to be heard, orally or in writing, not less than ten (10) days before the effective date of such expulsion, suspension or termination by the Board or a committee of the Board that is authorized to decide that such proposed expulsion, suspension or termination not take place. The expulsion, The Professional Risk Managers International Association 4

5 suspension or termination of a Regular or Affiliate Member or Regional Director shall not relieve the Regular or Affiliate Member or Regional Director from obligations the Regular or Affiliate Member or Regional Director may have to PRMIA for dues, assessments, or fees or charges for goods or services. 3.6 Cancellation. The Board reserves the right to cancel a Regular or Affiliate Membership or a Regional Director appointment without notice to the member or Regional Director or the opportunity for the member or Regional Director to be heard where a Regular or Affiliate Member fails to meet established criteria for continuing membership or a Regional Director fails to meet established criteria for the position of a Regional Director. Such criteria shall be determined by the Board and may include requirements such as payment of dues or other financial obligations to PRMIA within a certain amount of time, and, an affirmative response to regular PRMIA inquiries as to the Regular or Affiliate Member's interest in continuing as an active Member of PRMIA or, in the case of Regional Directors, standards of performance set for Regional Directors. ARTICLE 4 MEETINGS OF MEMBERS AND REGIONAL DIRECTORS 4.1 All provisions of this Article applicable to Members and meetings of Members shall also apply to Regional Directors and meetings of Regional Directors unless otherwise specifically noted. A Regional Director vote must be a single, agreed vote between co-regional Directors when applicable. 4.2 Place of Meetings. Meetings of Members shall be held at such place, either within or without the State of Delaware, as the Board shall determine. Rather than holding a meeting at any place, the Board may determine that a meeting shall be held solely by means of remote communications (including, without limitation, telephone, Internet or other electronic means), which means shall meet the requirements of the Delaware General Corporation Law. 4.3 Annual Meeting. An annual meeting of the Members for the annual election of the Directors or the transaction of such other business as may properly be brought before the meeting may be held on the date and at the time designated by the Board. At the discretion of the Board the vote for the election of Directors and on any other matters may take place prior to the annual meeting in a manner consistent with these Bylaws (i.e. by special meeting with voting pursuant to Paragraph 4.9). 4.4 Special Meetings. The Board may call special meetings of the Members for any purpose or purposes. The business to be transacted at any special meeting shall The Professional Risk Managers International Association 5

6 be limited to the purposes stated in the notice. A Member may call special meetings of the Members for any purpose or purposes provided that a petition containing not less than 500 signatures of Members is submitted to the Board requesting a special meeting and that at least 10% of said signatures come from each of the following Groups: The American Region. This shall comprise Members from both North, Central and South America The European, Middle East and African Region. This shall comprise members from both Western and Eastern Europe, the Middle East and Africa The Asia Pacific Region. This shall comprise Members from Asia, South- East Asia and Australasia. The business to be transacted at any special meeting called by the Members shall be limited to the purposes stated in the petition. Any five Regional Directors may call for a special meeting of Regional Directors by submitting an electronic communication to the Board. The purpose of said meeting shall be limited to the purpose stated in the electronic communication. 4.5 Remote Communications The Board may permit the Members to participate in meetings of the Members (whether such meetings are held at a designated place or solely by means of remote communication) using one or more methods of remote communication provided that PRMIA: implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a Member; implements reasonable measures to provide such Members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, consistent with Delaware General Corporation Law; and, if any Member votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by PRMIA. The Board may adopt such guidelines and procedures applicable to participation in Members meetings by means of remote communication, as it deems appropriate. Participation in a Members meeting by The Professional Risk Managers International Association 6

7 4.6 Notice of Meetings. means of a method of remote communication permitted by the Board shall constitute presence in person at the meeting Meetings of the Members. Notice of the place, if any, date and hour of any Members' meeting shall be given to each Member. The notice shall state the means of remote communications, if any, by which Members may be deemed present in person and vote at the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting has been called. Unless otherwise provided in the Delaware General Corporation Law, notice shall be given at least 10 days but not more than 60 days before the date of the meeting. Without limiting the manner by which notice may otherwise be given, notice may be given by a form of electronic transmission that satisfies the requirements of the Delaware General Corporation Law. If mailed, notice shall be deemed given when deposited in the U.S. mail, postage prepaid, directed to the Member s address as it appears in the PRMIA records. Notice shall be deemed given at the times specified with respect to the giving of notice by electronic transmission in the Delaware General Corporation Law. An affidavit of PRMIA s secretary, an assistant secretary or an agent of PRMIA that notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated in the affidavit Regional Director Meetings. Notice of the place, if any, date and hour of any Regional Director meeting shall be given to each Regional Director. The notice shall state the means of remote communications, if any, by which Regional Directors may be deemed present in person and vote at the meeting. Unless otherwise provided in the Delaware General Corporation Law, notice shall be given at least 10 days but not more than 60 days before the date of the meeting. Without limiting the manner by which notice may otherwise be given, notice may be given by a form of electronic transmission that satisfies the requirements of the Delaware General Corporation Law. If mailed, notice shall be deemed given when deposited in the U.S. mail, postage prepaid, directed to the Regional Director s address as it appears in PRMIA records. If given by a form of electronic transmission notice shall be deemed given at the times specified with respect to the giving of notice by electronic transmission in the Delaware General Corporation Law. An affidavit of PRMIA Secretary, an assistant secretary or an agent of PRMIA that notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated in the affidavit. The Professional Risk Managers International Association 7

8 4.7 Quorum Except as otherwise required by statute or by these Bylaws, five percent (5%) of the total number of Regular Members on the day of the meeting represented in person or by proxy shall be required to constitute a quorum for the transaction of business at any meeting of the Members and the act of a majority of the Regular Members present in person or by proxy at any duly held meeting of the Members at which a quorum is present shall be the act of the Members. In the absence of a quorum, a majority of the Members present in person or by proxy may adjourn a meeting until a quorum is present in person or by proxy. If a quorum is present when a duly called or held meeting is convened, the Members present in person or by proxy may continue to transact business until adjournment, even though the withdrawal of the Members originally present in person or by proxy leaves less than the number otherwise required for a quorum; provided, however, that the affirmative vote of a majority of the required quorum is required to take any action other than adjournment. A quorum, once established at a meeting, shall not be broken by the withdrawal of the holders of enough voting power to leave less than a quorum. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting Except as otherwise required by statute or by these Bylaws, the total number of Regional Directors on the day of the Regional Director meeting represented in person or by proxy shall be deemed a quorum for the transaction of business at any meeting of the Regional Directors. 4.8 Adjournment of Meetings. The chairperson of the meeting may adjourn any meeting of Members at any adjourned meeting the Members may transact any business that they might have transacted at the original meeting. Notice of an adjourned meeting need not be given if the time and place, if any, or the means of remote communications to be used rather than holding the meeting at any place are announced at the meeting so adjourned, except that notice of the adjourned meeting shall be required if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting. 4.9 Voting. Subject to the provisions of the Delaware General Corporation Law requiring a higher level of votes to take certain specified actions and to the terms of PRMIA Certificate of Incorporation that set special voting requirements, the Members shall take action on all matters before the Association as outlined in these Bylaws. All affirmative voting within the governance structures of the The Professional Risk Managers International Association 8

9 Association shall carry by simple majority vote. All negative voting of the Association, as specified by these Bylaws, shall carry by two-thirds majority vote Voting by Proxy. Each Member entitled to vote at a meeting of the Members or to express consent to a written action without a meeting may authorize another person or persons to act for such Member by proxy. In order to validly grant authority to another person to act as a Member s proxy a Member may either: execute a writing authorizing another person or persons to act for such Member as proxy, such writing to include the Member s signature, which may include a facsimile signature, or transmit a statement authorizing another person or persons to act for such Member or Regional Director as proxy, by means of electronic transmission to the person who will be the holder of the proxy or to the Returning Officer or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that such electronic transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the Member Chairperson; Secretary. The following people shall preside over any meeting of the Members: the Chair of the Board, if any, or, in the Chair s absence, the Vice Chair of the Board, if any, or in the Vice Chair s absence, the chief executive officer, or, in the absence of all of the foregoing persons, a chairperson designated by the Board, or, in the absence of a chairperson designated by the Board, a chairperson chosen by the Members present in person at the meeting. In the absence of the secretary and any assistant secretary, the chairperson of the meeting may appoint any person to act as secretary of the meeting Rules of Conduct. The Board may adopt such rules, regulations and procedures for the conduct of any meeting of the Members as it deems appropriate including rules, regulations and procedures regarding participation in the meeting by means of remote communication. Except to the extent inconsistent with any applicable rules, regulations or procedures adopted by the Board, the chairperson of any meeting may adopt such rules, regulations and procedures for the meeting, and take such actions with respect to the conduct of the meeting, as the chairperson of the meeting deems appropriate. The rules, regulations and procedures adopted may include, without limitation, ones that establish an agenda or order of business, are intended to maintain order and safety at the meeting, The Professional Risk Managers International Association 9

10 restrict entry to the meeting after the time fixed for its commencement, and limit the time allotted to Member questions or comments Parliamentary Procedure The meeting shall be run in accordance with the rules of parliamentary procedure Written Consent. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, without prior notice and without a vote if the number of affirmative written consents obtained in writing or by electronic transmission is not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members eligible to vote thereon were present and voted. Prompt notice of the taking of action without a meeting by less than a unanimous written consent shall be given to those Members who have not consented, as required by the Delaware General Corporation Law. A Member may consent to a written action via electronic transmission provided that such electronic transmission sets forth information from which PRMIA can determine (A) that the electronic transmission was transmitted by the Member, and (B) the date on which the Member transmitted the communication. By resolution, the Board may establish that such communications are delivered for purposes of Delaware General Corporation Law Section 228(d)(1) upon the Secretary's, or the Secretary s designee s, printing of a paper version of the electronic transmission for inclusion in the book in which proceedings of meetings of PRMIA Members are recorded. ARTICLE 5 BOARD 5.1 General Powers and Duties. The affairs of PRMIA shall be managed and administered by or under the direction of its Board. The initial Directors shall be appointed by the Incorporator to serve until the first election by the Members or until their earliest resignation or removal. Thereafter, the Members shall elect Directors. 5.2 Number and Qualifications of Directors. The Board shall consist of such number as may be fixed from time to time by majority vote of the total number of Directors Board Size. The minimum number of Directors is nine (9), the maximum is twelve (12). Upon affirmative vote by the majority of the Directors, the Association will annually publish the number of Directors and hold their election accordingly. The Professional Risk Managers International Association 10

11 5.2.2 Board Needs. The Board, through its strategy efforts, or should a Director term expire under Section 5.4, may identify competencies it would like represented by Directors and the number of positions to fill. The Board will present their needs to the Nominating Committee for that body to recruit candidates into the election process. In cases where the Board identifies candidates by name, the Nominating Committee may approve, by majority vote, those candidates into the election process. 5.3 Election and Term of Office Returning Officer. The Board shall appoint a Returning Officer on the announcement of the annual general meeting or the announcement of any special meeting called for the purpose of electing Directors. The Returning Officer shall facilitate the nomination of Directors and the voting process. The Returning Officer, any other individual identified by the Board, or any other individual validly identified by a Member as his or her proxy may serve as a Member s proxy for purposes of casting a Member s vote at an annual or special meeting. The Board may appoint an external/independent party to perform the Returning Officer function Nomination. The Board, or a committee appointed by the Board, or any Member may nominate candidates for election as Directors. Only Members who have been endorsed by three other Members or who have received the authorized endorsement by the Endorsing Committee and who are not employees of PRMIA may be nominated for the Board. All nominations must be made in writing, and received by the appointed Returning Officer specifying the name of such candidate, their contact details, the name and contact details of the three endorsing Members and the regional group for which they are standing. Nominations shall open the day Members are notified of the meeting at which an election shall take place and shall close 21 days later. Nominations may be posted, hand delivered, or faxed to the Returning Officer. Nominations may also be accepted by . Endorsements may be posted, hand delivered, faxed or sent via . The Board may shorten the length of the nominating period, but in no case shall less than a 7-day notice of the opportunity to submit nominations be given Distribution of Ballots for Vote by Proxy. In order that Members may participate in a meeting at which an election will be held by proxy, all Members shall receive an electronic ballot and proposed optional proxy form at least 7 days prior to the date of the meeting. The Professional Risk Managers International Association 11

12 5.3.4 Voting Eligibility. All paying Members (Sustainers and Contributors) on the membership list maintained by PRMIA at the time a meeting is announced, at which an election will be held, shall be eligible to vote. All persons who become Sustaining or Contributing Members after this time shall be excluded from participating in the meeting and the election. All Regional Directors at the time an election of Officers is held shall be eligible to vote in the election of Officers Regional Nominations: There shall be 4 groups of nominees for Directors. Nominees may only be nominated for one group in any one year. Group nominees must reside within the region(s) of the group for which they have been nominated, and if elected as a Director, agree to resign should they cease to reside within their group region(s) Group 1 shall be nominations for the American Region. This shall comprise nominees from both North, Central and South America. Two Directors shall be elected from this group Group 2 shall be nominations for the European, Middle East and African Region. This shall comprise nominees from Western and Eastern Europe, the Middle East and Africa. Two Directors shall be elected from this group Group 3 shall be nominations from the Asia Pacific Region. This shall comprise nominees from Asia, Southeast Asia and Australasia. Two Directors shall be elected from this group Group 4 shall be At-Large nominations from any region including regions 1, 2 and 3. Three Directors shall be elected from this group Staggered Terms of Office. Candidates from each Group shall be elected for a three (3) year term. Candidates from Group 4 will be ranked by the number of votes received, with the number of open positions filled in rank order. The Board, at its discretion, may adjust Terms, under Section 6.1.3, to ensure approximately one-third (1/3) new or re-elected Directors every year. This shall ensure that the terms of approximately one third of the members of the Board shall expire in each ensuing year No sooner than nine months and no later than twelve months after the last election of Directors, the Members shall elect new Directors to replace those Directors whose terms expire. All new Directors shall be elected for a three-year term. The Professional Risk Managers International Association 12

13 5.3.8 Each Director shall continue in office until the expiration of his or her term and until his or her successor shall have been elected or appointed and qualified, or until his or her earlier death, resignation or removal Each Member shall be entitled to one vote for the Director positions for the regional group they belong to and one vote for the Director positions in group 4. Members may vote in person or via proxy. In the event that, due to the expansion of the number of Directors under Section 5.2, in a given year more than one directorship in each group is open for election (and not the filling of a vacancy under Section ), the candidate who receives the largest number of votes in each group shall be elected to the first Director position to be filled for that group, the candidate who receives the next largest number of votes shall be elected to the next Director position to be filled and so on until each such Director position has been filled. In the event of a tie vote for the last Director position to be filled in each group, the remaining position shall be decided by majority vote of the Directors not standing for election that year from the candidates in the tie position. This vote shall be taken by phone or by by Members of the Executive Committee within 24 hours of notification of the tie. The results of the Director poll shall be given to the Returning Officer to enable finalization of the election Vacancies among Directors occurring on the Board for any reason may be filled for the unexpired portion of the term, by a Member, selected by majority vote of the total number of Directors. 5.4 Resignation and Removal. A Director may resign at any time by giving notice in writing or by electronic transmission to the Secretary. Unless otherwise specified in the resignation notice, such resignation shall take effect upon receipt by the Secretary, and acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed at any time, with or without cause, by majority vote of the total number of Members (subject to section 4.13) Lapsing Directors. Any Director who fails to attend three consecutive regular monthly meetings of the Board, or fails to attend a majority of regular Board meetings during any twelve-month period, shall be deemed to have lapsed and shall have his/her circumstances reviewed by a majority consideration from the Board and may be removed from the Board by a majority vote of the Board., Removal of Directors: The Board may remove a Director with or without cause at any time provided that the motion to dismiss such Director is supported by at least two-thirds of the total number of Directors. Any The Professional Risk Managers International Association 13

14 Director who is so dismissed will have the right of appeal to the Global Council of Regional Directors, who may reinstate the dismissed Director with a majority vote. 5.5 Terms of Reference. The Board shall conduct its business in accordance with an approved Terms of Reference. Changes to the Terms of Reference shall be reviewed by the Operational Governance Committee and the Ethics and Professional Standards Committee. 5.6 Quorum and Voting Quorum. At all meetings of the Board, a majority of the Board shall constitute a quorum for the transaction of business Voting. Each Director shall have one vote. Unless explicitly set forth otherwise in these Bylaws, or as otherwise required by Delaware General Corporation Law, all votes, resolutions and other actions of the Board shall be by a majority vote of the Directors present at a meeting at which there is a quorum. 5.7 Annual Meetings. The annual meeting of the Board shall be held at such times and places as it may determine, provided that notice of any such determination shall be given to any Director who is absent when such a determination is made. 5.8 Regular Meetings. Regular meetings of the Board shall be held at such time and place as designated by resolution of the Board. 5.9 Special Meetings. Special meetings of the Board may be called by the Secretary at the request of Directors constituting a majority of the Board. Notice of any special meeting shall be given to each Director and shall state the time and place for the special meeting Adjourned Meetings. A majority of the Board present (in person or remotely) at a meeting of the Board, may adjourn such meeting to another date, time and place, provided that notice of such adjournment shall be given by the Secretary to all Directors Notice of Meetings. Any time it is necessary to give notice of a Board meeting, notice shall be given in person or by telephone to the Director at least 24 hours in advance of the meeting, by personally delivering written notice to the Director s last known business or home address at least 24 hours in advance of the meeting, The Professional Risk Managers International Association 14

15 by delivering an electronic transmission (including, without limitation, via fax or electronic mail) to the Director s last known number or address for receiving electronic transmissions of that type at least 24 hours in advance of the meeting, by depositing written notice with a reputable delivery service or overnight carrier addressed to the Director s last known business or home address for delivery to that address no later than the two business day preceding the date of the meeting or by depositing written notice in the U.S. mail, postage prepaid, addressed to the Director s last known business or home address no later than the tenth business day preceding the date of the meeting. Notice of a meeting need not be given to any Director who attends a meeting without protesting prior to the meeting or at its commencement to the lack of notice to that Director. A notice of meeting need not specify the purposes of the meeting Waiver of Notice. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting or if such Director attends the meeting and does not protest the lack of notice in writing prior to the conclusion of the meeting. Waiver of notice shall include the business to be transacted at, and the purpose of, the meeting. If mailed, the waiver of notice shall be given when deposited in the mail, postage prepaid and sent to the Secretary Action without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all of the Directors consent to the action in writing or by electronic transmission. The writing or electronic transmission shall be filed with the minutes of the proceedings of the Board or of the relevant committee Use of Communications Equipment. Directors may participate in meetings of the Board or any committee of the Board by means of conference telephone or other communications equipment consistent with Delaware General Corporation Law. Participation in a meeting in this manner shall constitute presence in person at the meeting Compensation. The Directors of PRMIA shall serve without compensation for their services as Directors. PRMIA may reimburse each Director for his or her reasonable expenses of attendance at any meeting of the Board or committee of PRMIA. The Professional Risk Managers International Association 15

16 5.16 Conflicts of Interest. Except as permitted by law, with respect to any contract or other transaction between PRMIA and any Director (or an Organization in which a Director may be a director, officer or legal representative or has a material financial interest): the material facts as to such contract or transaction and as to the Director s interest must be fully disclosed or known to the Board prior to approval of such contract or transaction; such approval shall require the affirmative vote of a majority of the total number of Directors, not counting any vote that the interested Director otherwise might have; and, the interested Director shall not be counted in determining the presence of a quorum. The Board may promulgate conflict of interest rules that apply to Regional Directors, Officers, Employees, Committee Members and/or volunteers, and may delegate the implementation and assessment of such provisions as it sees fit. ARTICLE 6 OFFICERS and DUTIES 6.1 Officers Term The officers of PRMIA shall be a Chair, a Vice Chair/Secretary, Immediate Past-Chair, and a Treasurer ( the Officers ), and such other officers, with powers and duties not inconsistent with these Bylaws as the Board may elect. The same person may hold no more than one position. The Chair, Vice Chair/Secretary, and Immediate Past-Chair must be Directors All Officers shall hold their offices for the term of one year or in the case of the Chair, Vice Chair, and Immediate Past Chair, as duly elected, until the end of their service once duly elected as Vice Chair, proceeding through the chain of election. The Treasurer (if applicable) shall serve as Officer for a term of one-year or until the end of their elected term as a Director, whichever is the shorter period. Each Officer shall hold his or her office until the expiration of his or her term, and the election of his or her successor or until his or her earlier death, resignation or removal Term Limits: Directors are eligible to serve three (3), 1-year consecutive terms, for a total of three (3) consecutive years. Director service is limited to two (2) consecutive for a maximum of six (6) years. A former Director is eligible to again serve one (1) year after the expiration of his or her last term. The Professional Risk Managers International Association 16

17 The Board, through action, can override the term limit requirement in order to stagger terms, adjust for Director resignations or removals, or in other cases the Board deems necessary for continuity of competencies. A Director can exceed term limits if agreed by two-thirds (2/3) majority of the sitting Directors. 6.2 Resignation or Removal of Officers. Any Officer may resign at any time by giving written notice to the Secretary or in the case of resignation by the Secretary, to the Chair, who shall notify the Directors of such resignation. Unless otherwise specified in the resignation notice, such resignation shall take effect upon its receipt by the Secretary, and acceptance of such resignation shall not be necessary to make it effective. Any Officer may be removed at any time with or without cause by majority vote of the Global Council of Regional Directors. Any vacancy occurring in regard to an office of PRMIA, whether due to death, resignation or removal, or any other cause, may be filled by vote of the Global Council of Regional Directors. 6.3 Execution of Documents. Officers of PRMIA, as may be authorized by the Board, may enter into and execute on behalf of PRMIA contracts, leases, debt obligations, and all other forms of agreements or instruments, permitted by law, the Certificate of Incorporation or these Bylaws. 6.4 Chair. The Chair shall publicly represent PRMIA, shall chair all meetings of the Board unless otherwise delegated, and shall have such powers and perform such duties as may be assigned to him or her by the Board. 6.5 Vice Chair. The Vice Chair shall have such powers and shall perform such duties as may from time to time be assigned to him or her by the Board, including, if so delegated, the power and duty to act as the Chair, in the Chair s absence. 6.6 Secretary. The Vice Chair will serve as the Secretary of the Board. The Secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the Board, and such other PRMIA actions as set forth in these Bylaws or as the Board shall direct. The Secretary shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, perform all duties customary to the office of Secretary. 6.7 Treasurer. The Treasurer shall be accountable for the oversight of PRMIA finances. The Treasurer shall chair the Finance Committee, as described in Article A Member or any Director shall have the right to examine PRMIA books and records as provided in Section 220 of the Delaware General Corporation Law. The Professional Risk Managers International Association 17

18 6.8 Officers Election: Any Regional Director or Director may nominate a Director to be an Officer of the Board, provided that nomination is endorsed by at least one other Regional Director or through the support of the Endorsing Committee. Nominations for Officers of the Board may be made via electronic means to the Returning Officer within two weeks of the announcement of a Regional Directors meeting. The Officers of the Board shall be elected by a majority of Regional Directors present in person or by proxy at a special meeting, except that no Regional Director, who is also a Director, shall be eligible to vote in the election of Officers. 6.9 Employees. The Board, by a majority vote of the total number of Directors, may employ from time to time such staff, as it shall deem appropriate. The staff so appointed shall have such authority, shall perform such duties and shall receive such reasonable compensation, if any, as the Board may determine. Such staff may include an Executive Director and/or Chief Executive Officer who shall serve at the pleasure of the Board Chief Executive Officer. The Board may appoint a Chief Executive Officer (CEO) and/or Chief Operating Officer (COO) to actively manage the general affairs and business of PRMIA. The CEO and COO may be employed directly by PRMIA, and shall not be Directors of PRMIA. They shall see that all orders and resolutions of the Directors are carried into effect, and have such other duties as may be prescribed by the Board. In the absence of a CEO and/or COO, the Board may approve an individual to have any or all of the powers, duties and functions as the Chief Executive Officer and/or Chief Operating Officer Immediate Past-Chair: The Immediate Past Chair shall continue to serve the Board and Executive Committee as the institutional recorder, historian and institutional advisor for two (2) year after serving as Chair Compensation. PRMIA may pay its Officers, agents and employees compensation commensurate with their services, and reimbursement for reasonable expenses incurred in the performance of their duties. The amount of salary, if any, paid shall be fixed by action of the Board or in such other manner as the Board shall prescribe. ARTICLE 7 COMMITTEES 7.1 Committees. The Board may designate one or more committees, each of which shall consist of one or more persons, who need not be Directors. The Board may designate one or more persons as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In The Professional Risk Managers International Association 18

19 the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such members or members constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member. Any committee shall, to the extent provided in a resolution of the Board and subject to the limitations contained in the Delaware General Corporation Law, have and may exercise all the powers and authority of the Board in the management of the business and affairs of PRMIA. Each committee shall keep such records and report to the Board in such manner as the Board may from time to time determine. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business. Unless otherwise provided in a resolution of the Board or in rules adopted by the committee, each committee shall conduct its business as nearly as possible in the same manner as is provided in these Bylaws for the Board. Committee members, whether Directors or not, may be reimbursed for reasonable expenses incurred in attending committee meetings. 7.2 Standing Committees. Until such time as the Board determines otherwise, the standing committees of PRMIA shall be an Executive Committee, a Finance Committee, an Education and Certification Committee, a Global Council of Regional Directors Committee, an Operational Governance Committee and an Ethics Committee Executive Committee. The Executive Committee shall consist of the Chair, Vice-Chair, Secretary and Treasurer of PRMIA and subject to the authority of the Board, shall have the power to direct the routine administrative affairs of PRMIA between meetings of the Board. The Chair shall serve as chairperson of the Executive Committee Finance Committee. The Finance Committee is responsible for reviewing and providing guidance for the organization's financial matters. Specifically, the committee assures internal controls, independent audit, develops budgets and provides financial analysis and risk analysis for the organization. The Finance Committee is responsible for oversight of external communications related to PRMIA finances and risk management, requiring prior approval from the Board Education Committee. The purpose of the PRMIA Education Committee is to promote the development and use of sound risk management standards and practices through publications, exams, training, research and academic partnerships. The Board shall appoint the chair of the Education and Certification Committee. The Professional Risk Managers International Association 19

20 7.2.4 Global Council of Regional Directors. The Global Council of Regional Directors is delegated the responsibility to oversee the overall governance and professional development of PRMIA Regional Directors and their corresponding chapters. It is the mission of this council to implement strategic planning as it relates to the guidance, governance, and enrichment of PRMIA and its chapters in support of the organization s strategic goals. The Global Council of Regional Directors shall supervise the Regional Director Committees Regional Director Committees (Americas, Asia Pacific and EMEA). The Regional Director Committee serves as a resource to provide guidance and support for the leaders of PRMIA local chapters in the local region. They review Regional Director and chapter performance as well as facilitate communication between chapters. Their primary focus of communication is to share ideas, create best practices, and problem solve based on the knowledge and experiences of chapters within their region. Regional Director Committees shall be supervised by the Global Council of Regional Directors Operational Governance Committee. The Operational Governance Committee shall enhance PRMIA ability to reasonably fulfill its mission by adopting best practices designed to strengthen operational governance throughout PRMIA Ethics and Professional Standards Committee. The Ethics and Professional Standards Committee develops, disseminates and ensures ethical standards of practices, in particular PRMIA Standards of Best Practice, Conduct and Ethics. 7.3 Temporary Committees. The Board shall form and define the terms of reference of any other committees as required to manage the business of PRMIA. 7.4 Meetings and Actions of Committees Meetings. The Chair of each committee shall notify each committee member in writing of the date, time and place of a meeting, in accordance with the notice requirements set forth in Article 5, Section 10 of these Bylaws Quorum. At all committee meetings, a majority of committee members in attendance shall constitute a quorum. The Professional Risk Managers International Association 20

21 7.4.3 Voting. Each committee member shall have one vote, and a majority vote of the committee members present at a meeting shall constitute action by the committee Participation by Phone or Electronic Communications. Any one or more members of a committee may participate in a committee meeting by means of a conference telephone call or other electronic communications consistent with Delaware General Corporation Law. Participation by such means shall constitute presence in person Action Without A Meeting. Any action required or permitted to be taken by a committee may be taken without a meeting if all members of the committee consent in writing to the adoption of a resolution authorizing the action Adjourned Meetings. A majority of committee members present at a committee meeting, whether or not a quorum is present, may adjourn such meeting to another date, time and place, provided that notice of such adjournment shall be given by the Chair of the committee to all committee members Records and Documentation. PRMIA shall keep complete records of all Board of Director, Committee, Sub-Committee and Member meetings. Minutes may be made available to Members upon request within 60 days of the meeting. ARTICLE 8 REGIONAL CHAPTERS 8.1 Organization. Regional Chapters shall be organized on a local, state, or regional basis. Each Regional Chapter shall be managed by a Regional Director appointed by the Global Council of Regional Directors. The formation of new chapters shall be subject to the approval of the Board, unless otherwise delegated. 8.2 Membership. Regular and Affiliate Members have the right to attend any meeting held by any PRMIA Regional Chapter. Other individuals may also attend at the discretion of the Regional Director. 8.3 Chapter Governance. Each Chapter may establish its own structure and operations so long as such structure and operations do not conflict with PRMIA Certificate of Incorporation or Bylaws and are subject to oversight, approval and ultimate control by PRMIA Board, unless otherwise delegated. The Professional Risk Managers International Association 21

22 ARTICLE 9 FINANCES 9.1 Fiscal Year. The fiscal year of PRMIA shall be determined by resolution of the Board. 9.2 Budgets: No later than 30 days prior to the end of the current fiscal year, the Directors shall prepare, approve and distribute via the PRMIA web site or other means a budget for the subsequent fiscal year. 9.3 Financial Statements. The Treasurer shall prepare and the Directors shall approve annual financial statements minimally consisting of an income statement, balance sheet and statement of cash flows, plus whatever statements necessary to meet the more stringent of either: applicable United States Generally Accepted Accounting Principles; or required corporate reporting standards under the Certificate of Incorporation. Statements for the prior fiscal year are to be prepared and made available to Members no later than 90 days after the end of the prior fiscal year. 9.4 Audit. All financial records of PRMIA are subject to audit. Audited financial statements shall be prepared at a minimum of every second fiscal year. Audited financial statements shall be made available to Members no later than 90 days after they are prepared and approved. 9.5 No Provision of Loans. PRMIA may not provide loans to any individual or entity. 9.6 General and Special Bank Accounts. The Board may authorize, from time to time, the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate. Any banking relationship PRMIA enters into must have the facility for online electronic payments. The Board may make such special rules and regulations with respect to such accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. All checks, drafts or other orders for the payment of money shall be signed by such Officer or Officers or such other person or persons and under such conditions as the Board may from time to time designate. 9.7 Deposits. All funds of PRMIA not otherwise employed shall be deposited to the credit of PRMIA in an account specified in section 9.6. The Professional Risk Managers International Association 22

23 9.8 Borrowing of funds. PRMIA may borrow funds to facilitate its operations. Such borrowings must be made only by resolution of the Board. Information relating to the need and amount of borrowing shall be made available to Members. 9.9 Ownership of Assets. All assets are deemed to belong in totality to PRMIA Sale of Assets. Any individual asset of the organization with value of between US$10,000 and US$100,000 may be sold only on approval of a majority vote of the total number of Directors. Sale of any asset with a value in excess of US$100,000 may only occur with a majority vote of the total number of Directors plus approval of a majority of the Global Council of Regional Directors either present in person or by proxy, or by written consent in accordance with these Bylaws. No part of any material asset sale(s) shall benefit or be paid to a Director, Officer, Regional Director, Member, or employee of PRMIA, without the express written permission of a majority of disinterested Directors of the Board Fees for Members. Membership fees shall not be established or charged without approval of a two-thirds majority of the total number of Directors and a two-thirds majority of the Global Council of Regional Directors ARTICLE 10 INDEMNIFICATION 10.1 For purposes of this Article: indemnified capacity means any and all past, present and future service by an indemnified representative in one or more capacities as a Director, Officer, employee or agent of PRMIA indemnified representative means any and all Directors and Officers of PRMIA and any other person designated as an indemnified representative by the Board of PRMIA liability means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense of any nature (including, without limitation, attorney fees and disbursements) for which PRMIA is legally allowed to indemnify; and proceeding means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of PRMIA, a class of its security holders, if any, or otherwise. The Professional Risk Managers International Association 23

24 10.2 Authorization. PRMIA shall indemnify any indemnified representatives, who were or are a party, to any proceeding, whether or not brought by or in the right of PRMIA, in a manner and to the fullest extent now or hereafter permitted by Delaware General Corporation Law, provided that such indemnified representative acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of PRMIA and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The determination that indemnification of a Director or Officer is proper because he or she met the applicable standard of conduct shall be made by affirmative vote of the Directors who are not parties to such action, suit, or proceeding Applicability. The right of indemnification herein provided shall be in addition to any and all rights to which any indemnified representative of PRMIA otherwise might be entitled and the provisions hereof shall neither impair nor adversely affect such rights Indemnity Insurance. PRMIA may purchase and maintain insurance to cover PRMIA for any indemnities paid by it pursuant to this Article 10 and to indemnify indemnified representatives in instances in which they may be indemnified to the fullest extent now or hereafter permitted by Delaware General Corporation Law. ARTICLE 11 GENERAL PROVISIONS 11.1 Contributions. The Board, or any such person authorized by the Board, may accept or refuse on behalf of PRMIA any contribution, bequest or devise for the purposes of PRMIA Waiver. Unless otherwise specifically provided in these Bylaws, whenever a notice is required to be given by any provision of law, by these Bylaws or by the Certificate of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to such notice Contracts. The Board may authorize any Officers, or agents of PRMIA, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of PRMIA, and such authority may be general or confined to specific instances Electronic Transmissions. For purposes of these Bylaws, electronic transmission shall mean a form of communication not directly involving the physical transmission of paper that satisfies the requirements with respect to such communications contained in the Delaware General Corporation Law. The Professional Risk Managers International Association 24

25 ARTICLE 12 AMENDMENTS 12.1 Bylaws. The initial Bylaws shall be adopted by a unanimous vote of the initial Directors, as identified in the Written Action of the Incorporator, less any Directors who have resigned. Except as otherwise provided by statute, or permitted by the Certificate of Incorporation, these Bylaws may be amended, altered or repealed from time to time upon both (i) the affirmative vote of two-thirds of those Directors voting at any duly held meeting of the Board at which a quorum is present; and (ii) the majority vote of the Members with voting rights present in person or by proxy at any duly held meeting of the Members at which a quorum is present. The foregoing sentence shall not divest the Members of the power, nor limit their power to independently adopt, amend or repeal bylaws without the vote of the Board Certificate of Incorporation. Subject to the requirements of Delaware General Corporation Law and any relevant provisions of PRMIA Certificate of Incorporation, the Certificate of Incorporation may be amended only by affirmative vote of two-thirds of those Directors voting at any duly held meeting of the Board, as provided in these Bylaws. The Professional Risk Managers International Association 25