Metro South Independent Insurance Agents Association (MSIIAA)

Transcription

1 Metro South Independent Insurance Agents Association (MSIIAA) ARTICLE 1: NAME AND LOCATION: Section 1: The name of this organization shall be: METRO SOUTH INDEPENDENT INSURANCE AGENTS ASSOCIATION (MSIIAA) (an unincorporated association). Section 2: The location of this Association shall be at the office and mailing address of the presiding president. ARTICLE II: PURPOSE: To maintain a fund of personal property, and, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for activities deemed to be in the best interests of the independent agency system of marketing insurance. No part of the net earnings of the Association shall inure to the benefit of any member, director, officer of the Association, or any private individual, (except that reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes), and no member, director, or officer of the Association or any private individual shall be entitled to share in the distribution of any of the Association s assets on dissolution of the Association. Upon dissolution of the Association or the winding up of its affairs, the assets of the Association shall be distributed exclusively to charitable or educational organizations. ARTICLE III: MEMBERSHIP Section 1: Member: Anyone engaged in the independent agency system of marketing insurance, and interested in furthering the purposes of this Association as set forth in Article II shall be entitled to membership upon approval of a majority of the elected directors and upon payment of an annual membership fee. Such fee shall be set forth in Article IX Section 2: Associate members shall consist of the industry vendor category and representatives of insurance companies; entitled to membership upon approval of a majority of the elected directors and upon payment of an annual membership fee. Such fee shall be set forth in Article IX. Associate members shall have no voting rights. 1

2 ARTICLE IV: OFFICERS: Section 1: The officers of this Association shall consist of a President, Vice President, Secretary, and Treasurer or Secretary/Treasurer and Immediate Past President. The positions of Secretary and Treasurer may be combined or divided at the discretion of the Board of Directors but when combined, the two positions may only cast one vote. ARTICLE V: DUTIES OF OFFICERS: Section 1: The President shall be the presiding officer at all meetings with the powers and duties incident to such office. He shall be a member ex-officio of all committees of the Association. Section 2: The President shall be empowered, upon assuming the office, to appoint such committees, subject to the approval of the Board of Directors, as he may deem proper. Section 3: The President shall decide all questions of order; shall have the right to vote on the election of officers; shall cast the deciding vote when a tie occurs on any question or vote. Section 4: For later use. Section 5: The President shall sign all official documents. Section 6: For later use. Section 7: The President-Elect shall perform all the duties incident to this office and shall act in place of the President when the President is not at a meeting or unable to perform his/her duties. Section 7a: The Vice President shall perform all the duties incident to this office And shall act in place of the President-Elect when the President-Elect is unable to perform his/her duties 2

3 Section 8: It shall be the duty of the Secretary to attend all general, special and Directors meetings and maintain the agenda of the proceedings. She/he shall keep a record of the name of members comprising each committee and handle all correspondence. In her/his absence, the President shall appoint a member to act as Secretary Pro Tempore who shall have the duties set forth. The Secretary shall preserve all important documents and records that may be entrusted to her/him by virtue of her/his office and shall obtain an appropriate receipt thereof. Section 9: At each Board of Directors meeting the Treasurer shall make a report to the Directors, giving the financial standing, including the assets and liabilities of the Association, and shall keep itemized records showing the source of all money received and spent, and shall keep records, vouchers, work sheets, books and accounts and all resolutions to verify such report. All checks shall be signed either by the Treasurer, the treasurer s annually appointed designee, the President or President-Elect. The Treasurer or the treasurer s annually appointed designee shall deposit all money received into the Association s account at a Bank within Plymouth County within two weeks of receipt. Section10: Emergency action by the officers, when not at a regularly scheduled meeting, may be taken by telephone. ARTICLE VI: BOARD OF DIRECTORS: Section 1: The Board of Directors shall be comprised of three members, with a maximum of up to five members, who have been elected by membership action plus the elected officers. Terms are for two years each. Section 2: It shall be the duty of the Board of Directors to conduct and direct affairs of the Association between membership meetings, except as may otherwise herein be provided; make and change, subject to disapproval by the membership, rules and regulations not consistent with these BY-LAWS. The Board shall have the power, subject to the approval of the membership, to retain all personnel necessary to carry out the functions of this Association. The Board shall fill all vacancies in office, which occur during the term of such office, subject to the approval of the membership at the next regular meeting. The Board of Directors shall hold meetings at least once every two months at such times as shall be designated by the Board. The Board of Directors may transact business by mail, facsimile or electronically and to hold a meeting via teleconference as the need arises. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. The action of a majority of the Board members present at a meeting at which a quorum is present shall be the action of the Board. Emergency action by the Board of Directors, when the Board is not in formal session, may be taken by telephone. 3

4 ARTICLE VII: DIRECTORS AND OFFICERS GENERALLY: Section 1: All directors and officers in the performance of their duties shall adhere to the terms of the BY-LAWS. The directors and officers occupy positions of trust in relation to the Association and its members as a group, and are accountable to the membership with respect to the performance of their fiduciary duties. Section 2: Newly elected directors and officers will assume office on the first day of September following their election. ARTICLE VIII: NOMINATION AND ELECTION OF DIRECTORS AND OFFICERS: Section 1: Meetings of the regular membership as hereinafter established for nomination and election of directors and officers shall be held in either May or June of each year. Section 2: This Association shall elect its directors and officers by ballot and each shall serve a term of two (2) years or until his/her successor is duly elected and installed, but nothing herein shall be construed to prohibit the re-election of any officer or director. Vacancies in any office shall be filled as prescribed in Article VI Section 2. Section 3: At least one month prior to the date of election, written notice of the date, time and place of the election and the offices to be filled shall be sent by the Secretary or designee to every member. Such notice may be sent electronically, by fax or first class mail. Section 4: Every regular member shall have the right to nominate, vote for, or otherwise support the candidate of his/her choice. Nominations are opened to the floor. The Board of Directors acting as a nominating committee shall submit a slate of candidates for the positions to be filled. This slate will be published with the written notice of the meeting described in Article VIII Section 3. (Associate members are excluded from nominating, voting and/or holding office). Section 5: Voting shall be conducted by open ballot among the members in attendance. Each member shall be entitled to one vote. Section 6: Members shall be entitled to nominate only one candidate for each open office. Section 7: In the event only one candidate is nominated for any office, such unopposed candidate shall be declared by acclamation. 4

5 Section 8: Where there are two or more candidates for an office, the candidate receiving the most votes shall be declared the winner. In case of a tie vote, the President shall cast the deciding vote, unless he/she is one of the candidates in which case the President-Elect shall cast the deciding vote. ARTICLE IX: MEMBERSHIP FEES: Section 1: Membership fees shall be determined from time to time by a majority vote of the Board of Directors at any regular or special meeting. ARTICLE X: MEETINGS: Section 1: General membership meetings shall be general or specific. Section 2: The general membership meeting shall be held as prescribed by the President. The time and place of meetings in effect when the BY-LAWS are adopted shall continue until changed by the President upon reasonable and adequate notice to the membership. Section 3: Seven people shall constitute a quorum at a general membership meeting. Section 4: Regular membership meetings shall be conducted under Robert s Rules of Order. Section 5: Special meetings may be called by the President, when he deems them necessary. ARTICLE XI: OBLIGATIONS AND RIGHTS OF MEMBERS: Section 1: Every regular member by virtue of his membership in this Association is obligated to abide by the BY-LAWS. Each member shall, when requested, render assistance and support in the performance of such duties as may be required of him/her. Section 2: Every regular member shall have the right to nominate candidates and vote in elections. Section 3: Every regular member shall have the right to attend general membership meetings and to participate in the deliberations and voting upon the business of such meetings. Section 4: Every regular member shall have the right to information concerning the conduct of Association business. 5

6 Section 5: Associate members shall have all rights, privileges and obligations as regular members except as follows: Associate members shall be prohibited from nominating, voting, or serving as an elected officer or director. Shall be prohibited from voting upon any business at meetings. Section 6: If in the event this Association is dissolved, any funds or property shall, after expenses have been paid in full, be given, contributed, donated or appropriated directly to charity. The recipient shall be chosen by a majority of the Board of Directors. ARTICLE XII: AMENDMENTS TO THE BY-LAWS: Section 1: Proposed amendments to the BY-LAWS shall be submitted in writing or electronically prior to or during a meeting of the Association. Section 2: The proposed amendments shall then be read at the next meeting of the general membership and voted upon. A 2/3 vote of the members at such meeting shall be required for passage. ARTICLE XIII: FISCAL YEAR: Section 1: The fiscal year of this Association shall be from September 1 to August 31. Rev: Rev: Rev: