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TRI-COUNTY INDEPENDENT INSURANCE
AGENTS ASSOCIATION,
INC.
CONSTITUTION
and BY-LAWS
Article I
The name
of this Association shall be the Tri-County Independent
Insurance Agents Association, Inc.
Article II – Purposes &
Objectives
Section 1
The
corporation is formed exclusively for the purposes for which a
corporation may be formed under the Not-For-Profit Corporation
Law and not for pecuniary profit or financial gain. No part of
the assets, income or profit of the corporation shall be
distributable to, or inure to the benefit of its members,
directors or officers, expect to the extent permitted under
the Not-For-Profit Corporation Law.
Section 2
The
Objects of this Association shall be:
a)
To
support right principles and eliminate all improper practices
in the conduct of the insurance business.
b)
To
discuss at regular meetings current subjects of interest to
the membership.
c)
To furnish service to the public in insurance
matters.(and
communicate the benefits of purchasing insurance from
independent insurance agents)
d)
To
maintain a high standard of integrity and to improve harmony,
cooperation and professionalism in the insurance business in
Kings, Nassau and Queens Counties.
Section 3
To
promote and encourage a better understanding and cooperation
among agents and companies in their respective organizations
to the end that harmony in the insurance business may prevail
in the territory of this association.
Section 4
To
promote and encourage good public relations between insurance
companies, their representatives, members of this Association
and the insuring public.
Section 5
To give
prompt and effective support to wise and constructive
insurance legislation and to discourage and oppose, by every
legitimate means, such other legislation, practices, unfair
competition or other proposals as shall be deemed inimical to
the interests of the public, insurance agents or insurance
companies.
Section 6
To
suggest and promote effective means for fire and accident
prevention and safety promotion.
Article III – Membership
Section 1
The
voting membership of this Association shall be composed of
business entities doing business as individuals, partnerships,
corporations, or other forms of business organization holding
valid New York resident agents’ and/or brokers’ licenses and
who maintain an agency office location in Kings, Nassau and
Queens Counties. These organizations shall be in the business
of providing insurance and financial services products to
end-users. Further, these organizations shall have the ability
to represent multiple carriers and own the expirations and
renewals on a majority of their business. This section in not
intended to change membership status of any existing member in
good standing.
Section 2
Application for membership shall be in writing and applicants
shall sign the membership agreement and pay the dues
prescribed in these By-Laws before being elected to
membership.
Section 3
Active
membership shall be by Agency, whether the agent be an
individual, partnership, corporation or other form of business
organization. Each Agency shall be entitled to one vote in
administrating the affairs of the Association; each vote to be
cast by the individual, a co-partner or any other officer of
the Corporation. All applicants for membership shall be
referred to the Membership Committee and shall be acted upon
by the Board of Directors.
Section 4
An active
partner or active corporate officer shall be a person or
persons actively engaged in the production and/or
administration of insurance business for the Agency and shall
be a duly licensed insurance agent in the State of New York.
Section 5
The
membership dues shall be that as prescribed by the Independent
Insurance Agents Association of New York, Inc., which includes
the dues of the Independent Insurance Agents of America, Inc.,
plus annual board dues as shall, from time to time, be
determined by the membership after recommendation by the Board
of Directors.
Section 6
The dues
shall become due and payable on September 1 of each year and
shall be for the period September 1 through August 31.
Section 7
If the
dues of any member shall remain unpaid for a period of sixty
(60) days, the Treasurer shall refer the member’s name to the
Board of Directors for action.
Section 8
Each
member must sign the following Membership Agreement. When
membership is vested in a co-partnership, the agreement must
be signed by the partnership named and be each individual
member of such firm, or by one partner on behalf of the
partnership. When membership is vested in a corporation, its
President or Secretary must sign the agreement.
MEMBERSHIP AGREEMENT
I (We)
hereby agree to abide by, observe and uphold the articles of
Incorporation, By-Laws, Rules and Regulations of the
Tri-County Independent Insurance Agents Association , Inc. now
or hereafter made and to enforce compliance therewith by all
other members of the Association and by agents, brokers,
employees or others under my (our) jurisdiction or control.
I (We)
adhere to the Code of Ethics adopted by this Association.
I (We)
agree that my (our) membership in this Association is a
personal privilege dependent upon my (our) observance of the
Articles of Incorporation and all the By-Laws, Rules and
Regulations of said Association.
I (We)
agree that I (we) will represent as agent only such companies
as in practice and in the general conduct of their business in
New York conform to the principles of this association and,
when placing insurance as a broker, I (we) will always give
preference to such companies.
I (We)
agree that, as a member of the association, I (we) owe
allegiance to those companies whose loyalty to its principles
is unquestioned, and that it is inconsistent and undesirable
for any member to represent any company when practice of such
company is intentionally and continuously in violation of
these principles to which I (we) hereby subscribe and
recognize.
I (We)
shall support insurance companies that consistently embrace
the following principles:
1.
Firmly endorse and support the precepts of the Independent
Agent and the American Agency System of distribution.
2.
Provide fair compensation for the distribution of insurance
products and value added services provided by the agent.
3.
An
Agency Agreement that is fair and is administered with
consistency and with spirit of intent.
4.
The
right to ownership of expirations.
5.
That
encourages and enhances the Agent’s relationship wit the
consumer.
6.
That
welcomes and incorporates in their process, open and honest
input from their agents.
Section 9 – Honorary
Membership
Any
person whom it is desired to honor because of distinguished or
meritorious service to insurance interests or to this
association may be elected to Honorary Membership upon
recommendation of the Board of Directors, but shall not be
entitled to vote or hold office nor be liable for dues or
charges of any kind.
Section 10
The
membership of any member delinquent in payment of dues
provided herein, or who may become ineligible for membership
in accordance with the qualifications herein prescribed, may
be suspended or terminated by the Board of Directors upon its
authorization.
Article IV – Officers &
Directors
Section 1
a)
The
Officers of the Association, beginning July 2001 shall be
President, President Elect, 1st Vice President, 2nd
Vice President at the option of the Board of Directors,
Treasurer and Secretary. The following year the Officers of
the Association shall be President, President Elect, Vice
President, Treasurer and Secretary.
b)
The
Board of Directors of the Association shall include the
Officers of the Association, seven (7) Directors and the
Immediate Past President. However, for 1 year beginning July
2001, there shall be 2 Immediate Past Presidents (Kings/Queens
and Nassau). The Officers and Directors shall be elected from
among the members of the Association in good standing. Any
member so elected may continue to serve as Director only
during such period as he or she continues to be a member of
the Association in good standing.
Section 2
Affairs
of the Association shall be conducted by the following
Officers and Board of Directors who constitute the Board of
Directors:
The
President, Vice President(s),
Treasurer, Secretary, seven (7) Directors and Immediate Past
President(s).
Section 3
The
current State
Director and the Editor of
the official
publication for the Association are considered ex-officio
members of the Board of Directors. They shall attend board
meetings, but shall not have the right to vote.
Section 4
The
Officers and Board of Directors, with exception of the
Immediate Past President(s),
shall be elected by ballot at the Annual Meeting and shall in
all cases hold over until their successors are elected and
installed.
Section 5
The
Officers are to be elected for one (1) year and, with the
exception of the Secretary and the Treasurer, may not succeed
themselves in the same office for more than one additional
year.
Section 6
Directors
shall be elected for a term of two (2) years, the elections
being so administered that, if possible, in the interest of
continuity there shall be no more than four (4) new Directors
serving any new administration. A Director’s term of office
shall not exceed a total of
three (3)
consecutive terms, or a total of
six (6) years.
Section 7
All
Officers. Directors and members of committees shall be
reimbursed for their reasonable and necessary expenses in
connection with the business of the Association
Article V – Meetings
Section 1
The
annual meeting of this Association shall be held during the
month of April each year and the notice of the meeting shall
be published in the official bulletin of this Association and
mailed to all members in good standing prior to each meeting.
Section 2
Regular
meetings for the transaction of business shall be held monthly
except during July and August and/or as prescribed by the
President and the Board of Directors.
Section 3
Special
meetings may be called at the direction of the Board of
Directors or upon written notice of fifteen (15) members to
the President stating the date and purpose for which the
meeting is desired. The President shall then direct the
Secretary to issue the call, as presented, to all members
giving at least
five (5) days notice
of the date and purpose of the meeting. No business other than
the special business shall be discussed or transacted at
special meetings.
Section 4 – The Board of
Directors
The Board
of Directors shall consist of Officers and Directors, who
shall assume control and charge of all property of the
Association and shall be in charge of and be responsible for
the undertakings of the Association. Each board member shall
have one vote. The quorum shall consist of seven (7) members
of the Board of Directors. The Board of Directors shall have
general supervision and management of the affairs and funds of
the Association, subject to special direction of the
Association as may be given from time to time. The President
of this Association shall have power to fill all offices and
committees, not otherwise provided for, with the approval of
the majority of the Board present and voting. Meetings for the
transaction of business shall be held monthly except July and
August and/or prescribed by the President and the Board of
Directors.
Section 5 –
Nominating Committee
The
Nominating Committee shall consist of five (5) members. The
Chairperson shall be the Immediate Past President, if
available, otherwise the Past President who most recently held
office of President. The remaining four (4) positions will be
filled at the regular board meeting three (3) months prior to
the Annual Meeting as follows: One (1) shall be appointed by
the current President and
need not be a voting
board member; the remaining three (3) shall be filled by a
vote of the Board of Directors. It shall be the duty and the
responsibility of the Nominating Committee to ascertain by
inquiry of proposed nominees that they are, and will be, ready
and willing to assume the duties and responsibilities of their
prospective offices and to further the work and functions of
the Association. Nominations for the elective Officers and
Directors prescribed in these By-Laws shall be made either
through the medium of the Nominating Committee or by written
nominating petition by fifteen (15) members in good standing
or from the floor, provided the consent of the nominee has
been previously obtained in writing. It shall be the duty of
the Secretary to give written notice to all members of the
report or list of candidates for office, as determined by the
Nominating Committee, at least ten (10) days prior to the
Annual Meeting. It shall be deemed that notice has been served
when published in the official bulletin of the Association,
the Nassau magazine.
Section 6
The
President shall, at or before the first meeting of the Board
of Directors after being installed, appoint the following
Standing Committees if deemed to be necessary:
Education, Legislative, Membership, Meetings and Programs,
Public Relations and Agency Company Relations, Scholarship,
and Technology.
Unless
otherwise provided, these standing Committees shall consist of
the Chairman and as many members as shall be considered
necessary by the President.
Section 7
Special
Committees may be elected by a majority vote of the members of
the Association present at a quorum. The President may, in his
or her discretion, appoint such Special Committees as may be
desired or required from time to time, to facilitate the
business of the Association, the term of such committees to
cease upon the completion of their special work or at the date
of the Annual Meeting. Such committees shall be subject to the
will of the Association and may be discharged or discontinued
at any time by a majority vote of the members of the
Association present at a quorum or by action of the Board of
Directors.
Section 8
The order
of business at regular and board meetings shall be at the
discretion of the President.
Section 9
The
fiscal year of this Association shall be from July 1 of each
calendar year until June 30 of the following calendar year.
Section 10
Publication of matter, amendment or notice in the Bulletin of
this organization shall be, and considered to be, presented to
the membership in writing if forwarded by first class mail,
e-mail or fax
transmission to the membership prior to the
meeting at which action is to be taken thereon.
Section 11
Roberts’
Rules of Order shall be the parliamentary authority in all
matters of procedure at all meetings of the Association and at
all meetings of the Board of Directors, not specifically
covered by the By-laws.
Article VI – Duties of
Officers
Section 1 – The President
The
President shall preside at the Association’s Annual, regular
and special meetings and act as chairperson of the Board of
Directors. The President shall serve as chief executive
officer, exercising general supervision over the work and
activities of the Association and perform such other duties as
usually pertains to the office of the President.
The
President shall be an ex-officio member of all committees. The
President, acting as chairperson of the Board of Directors,
shall not vote as a Director except in the event of an equal
number of affirmative and negative votes for or against a
proposal before the Board of Directors. The President as an
ex-officio member of the Nominating Committee shall not vote
except in the event of a tie vote.
Section 2 – President Elect
The
President Elect shall perform the duties of and have the same
authority as the President in the event of a temporary absence
or incapacity of the President.
The
President Elect shall, under the direction of the President
oversee the functions of such Committees as the President may
designate
Section 3 – Vice President(s)
The Vice
President shall perform such duties as ordinarily pertain to
the office or as may be assigned to him or her by the
President or the Board of Directors.
Section 4 – The
Secretary
The
Secretary shall keep a full and correct report of the
proceedings of the Association and the Board of Directors and
also a record of the names and addresses of places of business
of the members of the Association. The Secretary shall give
all notices of meetings and attend to all duties to the
office.
Section 5 – The
Treasurer
The
Treasurer shall collect the annual dues and all monies due the
Association, make such disbursements as the Board of Directors
may direct, keep a true and accurate account of all receipts
and disbursements, and shall make a full and complete
statement of finances of the Association at the Annual
Meeting. The books and records should be reviewed annually and
an independent accounting firm, appointed by the Board of
Directors, should prepare a financial statement.
The
Treasurer shall be covered for the faithful discharge of
his/her duties by a fidelity bond in such sum as shall be
determined by the Board of Directors, to be issued annually by
an incorporated surety company, the premium for which will be
paid by the Association.
Section 6 –
Executive Director
The
Executive Director shall be paid for services rendered as
outlined in a duly authorized contract with the Board of
Directors, which is subject to an annual review and
negotiation. The Executive Director shall attend all meeting
of the Board of Director, record minutes, prepare the agenda
for the following Board meeting and e-mail the minutes agenda
and information for the next board meeting to all concerned.
The Executive Director shall attend all membership meetings
and assist wherever possible, including the handling
reservations and sending monies to the Treasurer; will work
with the incoming president and installation committee in
arranging the Installation dinner. Will assist, where needed
at the golf dinner and obtain sponsor signs for the event. The
Executive Director will work closely with the president in
communications, scheduling and programs and will be
responsible for maintaining membership lists and a Post
Office box for the Association. And will solicit meeting
sponsors and advertisers for the bulletin.
Article VII – Duties of
Committees
Section 1 – Education
The
Education Committee shall arrange to conduct classes or local
seminars in insurance with the view to increase the standards
of the membership.
Section 2 –
Legislative
The
Legislative Committee shall maintain communication on
insurance related matters with our legislators on both a state
and federal level including but not limited to arranging and
participating in various legislative functions.
The
Committee shall also keep the membership informed of important
legislative matters affecting the insurance industry.
Section 3 –
Meetings and Programs
The
Meetings and Programs Committee shall work with the Executive
Director to arrange suitable facilities for the conduct of the
meeting, and to arrange programs and/or speakers for the
regular meeting of the Association. And to notify the
membership by broadcast fax and notice in the Bulletin.
Section 4 –
Public Relations and Agency Company Relations
The
Public Relations and Agency Company Relations Committee shall
keep the public informed of all phases of the Association’s
activities for the purpose of enhancing the image of the
Independent Agent. And shall maintain a relationship with all
insurance companies in our marketing area, keeping the
communication lines open in both directions.
Section 5 – Scholarship
Shall set
up the criteria for the applicants, disseminate the
information to the schools and the membership. Create a
committee to judge the submissions. Choose a time and location
to present the award(s), and have the winning essay(s)
published in the Bulletin and publicize the results.
Section 6 -
Membership
Responsible for working with IIAANY on new membership
applications which must be approved by the Metropolitan
Independent Insurance Agents Association, Inc. Devise strategy
for attracting new members and increasing attendance at our
general membership meetings. Utilize the Bulletin for
informing members of the various services available to them
through IIAANY and MIIAA.
Section 8 –
Technology
The
Technology Committee shall be responsible for use of
technology to effectively communicate with our agents. This
could include, but not be limited to, e-mail, fax and website
design and maintenance. The Committee will also act as liaison
to the IIAANY committee for technology information that may
benefit our member agents.
Article VIII – Removal of a
Board Member
Each
President shall outline his or her expectations for each board
member at the beginning of their term. If a board member fails
to fulfill his/her obligations, it is the President’s
obligation to attempt to rehabilitate the board member. If the
rehabilitation proves unsuccessful, the President may
recommend to the Board that the officer or director be
removed. Such removal must be approved by the majority vote of
those board members present. At the meeting that the vote is
to be taken, the board member being discussed for removal
shall have the opportunity to make a statement to the Board of
Directors prior to the vote.
Article IX – Vacancies
Section 1
A)
In
the case of any question of vacancy or incapacity of the
President or any other Officer or any Director, the Board of
Directors will decide if a permanent vacancy has occurred by
three-fourth (3/4) vote of those present and voting.
B)
If
the office of President shall become vacant during the term
for any reason, the President Elect shall automatically
succeed to the office of President. If the President Elect is
unable to serve for any reason, the order of succession to the
Presidency will be the Vice President I, II, Treasurer and
Secretary respectively, to serve for the balance of the
unexpired term.
C)
Succession to the Presidency, due to vacancy, shall be
construed as a term as defined in Article III, Section 5.
Section 2
A)
In
the event of a vacancy in any elected office other than
President, such vacancy shall be filled by the Board of
Directors with the approval of the majority of the board
present and voting for the balance of the term that is vacant.
Such appointment shall not be construed as a term as defined
in Article III, Section 5.
B)
In
the event of a vacancy in a directorship, such vacancy may be
filled by a vote of a majority of Directors then in office,
regardless of their number, or by a majority vote of the
members of the Association.
C)
A
director elected or appointed to fill a vacancy shall hold
office until the next annual meeting at which the election of
directors is in the regular order of business and until
his/her successor is elected or appointed and qualified. Such
appointment shall not be construed as a term as defined in
Article III, Section 6.
Article X – Indemnification
1)
Any
person or member made or threatened to be made a party to any
action suit or proceeding other than one by or in the right of
the Association to procure a judgement in its favor, whether
civil or criminal because such person or member served on the
Board of Directors or on a committee or was an officer or
employee of the Tri-County Independent Insurance Agents
Association, Inc., or its predecessor organizations,
Independent Insurance Association of Nassau County Inc. or
Independent Insurance Agents
Association of Queens & Kings Counties, Inc.
shall be indemnified against all judgements, fines, amounts
paid in settlement, reasonable costs and expenses, including
attorney’s fees actually and necessarily incurred, and other
liabilities that may be incurred as a result of such action,
suit or proceeding, if such person or member acted in good
faith, for a purpose which he or she reasonably believed to be
in the best interest of the Tri-County Independent Insurance
Agents Association, Inc., or its predecessor organization(s),
and with respect to any criminal action or proceedings, in
addition, had no reasonable cause to believe that his or her
conduct was unlawful. Such indemnification shall not be
exclusive of other rights such person or member may have. Such
indemnification shall pass to the successors, heirs, executors
or administrators of such person or member.
The termination of any such
civil or criminal action or proceeding by judgement,
settlement, conviction or upon a plea of novo contend ere, or
its equivalent, shall not in itself create a presumption that
any such person or member did not act in good faith for a
purpose which he or she reasonably believed to be in the best
interests of the Tri-County Independent Insurance Agents
Association, Inc. or its predecessor organization(s), or that
he or she had reasonable cause to believe that his or her
conduct was unlawful. If any such action, suit or proceeding
is compromised, it must be with the approval of the Board of
Directors of the Tri-County Independent Insurance Agents
Association, Inc.
Such indemnification as is
herein provided, if not insurable or if no insurance be in
existence at the time of loss, shall be apportioned among
member on the basis of the total commissions received
of(?by?)each member for all lines of insurance subdivisions
thereof during the preceding year to which such membership
applies. For purpose of apportionment the cost of such
indemnification shall be deeded to a proper and necessary
general expense for the maintenance of the Tri-County
Independent Insurance Agents Association, Inc. within the
meaning of the Constitution and Rules of the said Association.
2)
In
each instance in which a question of indemnification arises,
entitlement thereto, pursuant to the conditions set forth in
Section 1 of this Article, shall be determined by the Board of
Directors which shall also determine the time and manner of
payment of such indemnification, provided, however, that a
person or member who or which has been wholly successful, on
the merits or otherwise, in the defense of a civil or criminal
action or proceeding of the character described in Section 1
of the Article shall be entitled to indemnification as
authorized in such section. Nothing herein shall be deemed to
bind a person or member who or which the Board of Directors
has determined not to be entitled to indemnification, or to
preclude such person from asserting the right to such
indemnification by appeal from the determination of the Board
of Directors and by legal proceedings.
Article XI – Amendments
The
constitution may be altered or amended at any regular meeting
by a two-thirds (2/3) vote of all the members present,
provided the proposed alteration or amendment shall be made in
writing and presented to at least one previous regular
meeting. Notice of such proposed amendments in the official
publication of the Association shall be deemed to be in
writing.
Approved
version as of 4/02
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