Bylaws* of the Professional Insurance Marketing Association, Inc.
*Amended and Restated
Article I. Name and Location of Corporation
The name of the corporation is the Professional Insurance Marketing Association, Inc. (hereinafter sometimes referred to as “PIMA”). The location of the registered office and the name of the registered agent of PIMA in the State of Delaware shall be determined from time to time by the Board of Directors and on file in the appropriate office of the State of Delaware pursuant to applicable provisions of the laws of Delaware. PIMA may have such other office or offices within or outside the State of Delaware as may be designated by resolution of its Board of Directors or as the business of PIMA may require.
Article II. Purposes of Corporation
The purpose of PIMA shall be as that stated in its Articles of Incorporation, as well as any powers as now or may hereinafter be added by the Board of Directors.
Article III. Membership
Section 1. Classes of Members: Membership in PIMA shall be open to the following classes of entities who are actively involved in the business of selling and/or administering voluntary purchase insurance programs and non-insurance benefits for individuals or businesses, or providing services to such entities, and who desire to promote and further the professional and ethical standards of the industry. PIMA shall have six classes of members. The designations of such classes are as follows:
(1) Agency – An agency membership shall be available to any firm or corporation licensed as i. an insurance agency, and/or ii. a Third Party Administrator (TPA), and/or iii. a Broker, and/or iv. Discount Network Provider Organization (DNPO) whose business is or whose primary revenue source is from the marketing, sales, distribution or administration of insurance.
Each agency member shall designate one person who shall be eligible to vote (Voting Member) or take any other action required on behalf of the agency member. Additional persons employed by an agency member may have Associate membership status.
Agency membership obtained prior to the first annual meeting of PIMA shall be “Charter” membership, and the member shall be entitled to use the term “Charter” in its seal of membership.
(2) Company – A company membership shall be available to any firm or corporation licensed as an insurance company.
Each company member shall designate one person (Voting Member) who shall be eligible to vote or take any other action required on behalf of the company member. Additional persons employed by a company member may have Associate membership status.
(3) Business Partner – A business partner membership shall be available to any firm or corporation i. that does not meet the definitions for “Agency” or “Company”, ii. whose primary business is to provide services to those other member/business types, and iii. that provides non-insurance benefits and products.
Each business partner member shall designate one person who shall be eligible to vote (Voting Member) or take any other action required on behalf of the business partner member. Additional persons employed by a business partner member may have Associate membership status.
(4) Associate – An associate membership shall be available to those persons employed by entities with agency, company or business partner membership status. Associate members shall be identified as Associate members of agency, company or business partner members. Associate members do not have voting rights.
(5) Retiree – A retiree membership shall be available to any person who was a member of PIMA prior to retirement and was designated either a voting or associate member and has retired from an entity that has or had an agency, company or business partner membership status in PIMA.
(6) Honorary – An honorary membership shall be available to any person who was a past President or a past President who is no longer an active member.
Section 2. Application for Membership: All applicants for membership shall complete and sign the form of
application provided by PIMA and submit the application to the principal office of PIMA. Each application shall include the applicant’s agreement to abide by PIMA’s Code of Ethics.
Section 3. Admission of Members: Admission of all applicants for membership shall be by a majority vote of those present and voting at any meeting of the Executive Committee or in such other manner as the Board of Directors may determine.
Section 4. Reinstatement: A former member desiring a continuous membership record may be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying all current year’s dues.
Section 5. Termination of Membership: Any member may terminate its membership in PIMA by filing a written notification with the CEO, but such termination shall not relieve the terminating member of the obligation to pay any dues or charges that have accrued and are unpaid. The Board of Directors, by a majority vote, may suspend or terminate a member’s membership for cause. Acts in contravention of the goals and purposes of PIMA stated in the Articles of Incorporation or Bylaws, or acts that disrupt the activities of PIMA in the accomplishment of those goals and purposes, or that violate any provision of the Articles of Incorporation or Bylaws shall constitute “cause” within the meaning of this provision.
Section 6. Voting Rights: Agency, Company and Business Partner members shall have voting rights as provided in PIMA’s Articles of Incorporation. Voting by the Voting Members on Board of Director vacancy or vacancies or such other issues are entitled to vote in person or print, electronic mail or authorized proxy. At all meetings of members, except as otherwise required by statute, the Articles of Incorporation, or these Bylaws, all matters shall be decided by the vote of a majority of the members present in person or by print, electronic mail or authorized proxy.
Section 7. Transfer of Membership: Membership in PIMA is neither transferable nor assignable unless approved by the Executive Committee.
Article IV. Meetings of Membership
Section 1. Annual Meeting: The annual meeting of PIMA shall be held at such place and on such dates as may be determined by the Executive Committee of the Board of Directors of PIMA.
Section 2. Special Meetings: Special meetings of PIMA may be called by the Board of Directors at any time; or shall be called by the Chief Executive Officer (CEO) upon filing of a written request with the Secretary by a majority of the voting members. The business to be transacted at any special meeting shall be stated in the notice of it; and no other business may be considered at that time.
Section 3. Notice of Meetings: Written notice stating the place, day and hour of any meeting of PIMA and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to the last known address of each member not less than ten (10), nor more than sixty (60), days before the date of the meeting. Whenever the provisions of any statute, the Articles of Incorporation, or these Bylaws, require that notice be given to any member, Officer, Director or committee member of PIMA, and no provision is made as to how such notice is to be given, notice may be given in writing or printing, by hand delivery, by facsimile transmission, by electronic mail transmission, or by mail, postage prepaid, addressed to such person at his/her last address shown on the records of PIMA. Any notice required or permitted to be given by mail shall be deemed to be delivered when it has been so deposited in the United States mail. Any notice required or permitted to be given by facsimile transmission or electronic mail transmission shall be deemed to be delivered upon successful transmission of that facsimile or electronic mail. No error or omission in giving notice of any annual or special meeting or any adjourned meeting of the members of PIMA shall invalidate any resolution passed or any proceeding taken at any meeting of the members.
Section 4. Quorum: Except as otherwise provided by the Statutes of the State of Delaware, the presence at any meeting, in person or by proxy, of members constituting one-fourth (1/4) of the membership shall be necessary and sufficient to constitute a quorum for the transaction of business; provided that, of those members constituting a quorum, one-fourth of the Agency membership and one-fourth of the Company membership must be present and constitute part of the quorum. The vote of a majority of the members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by the Statutes of the State of Delaware, the Articles of Incorporation, or these Bylaws. In the absence of a quorum, either a majority of the members entitled to vote, present in person or by proxy, or any officer entitled to preside at such meeting, may adjourn from time to time for a period not exceeding thirty (30) days in any one case, and no notice need be given of such adjournment to members not present at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 5. Actions of Members Without a Meeting: Any action required by the General Corporation Law of Delaware to be taken at a meeting of the members of PIMA, or any action which may be taken at a meeting of the members, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by not less than the minimum number of members that would be necessary to authorize or take that action at a meeting at which all members were present and voted. The Secretary shall file those consents with the minutes of the meetings of the members.
Section 6. Proxies: At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his/her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise specified in the proxy.
Section 7. Voting by Mail: The election of Directors may be conducted by printed or electronic mail in such manner as the Board of Directors shall determine.
Article V. Board of Directors
Section 1. General Powers: The affairs of PIMA shall be managed by its Board of Directors elected from among its members. Directors need not be residents of the State of Delaware.
Section 2. Number, Qualifications, Election and Term of Office: The number of Directors shall be as fixed from time to time by the Board of Directors, but the Board of Directors shall at no time consist of fewer than eight (8) Directors. Directors must be Voting or Associate Members from either the Agency, Company or Business Partner classes of members. The Directors shall be elected at the annual meeting of the members, except as provided by Section 10 of this article, and no election need be made by written ballot. The Board of Directors shall be composed of the President, the President-Elect, the Secretary, the Treasurer, and other persons elected from the membership of Agency, Company or Business Partner members. The immediate Past-President and the CEO of PIMA shall serve as non-voting ex-officio members of the Board.
The Directors who are not officers of PIMA shall be divided into three (3) groups, each group to consist, as nearly as may be, of one-third (1/3) of the number of non-officer Directors then constituting the whole Board. At each succeeding annual election, the Directors elected shall be chosen for a full term of three years to succeed those whose terms expire. Any Director who is elected to and accepts a position as an officer of PIMA shall vacate his/her position as Director, and such vacancy shall be filled as provided in Section 10 of this Article. Upon any increase in the number of Directors, election and terms of office shall be adjusted by the then serving Directors at their discretion. At all times, except in the event of a temporary vacancy occurring in the Board of Directors, at least 51% of the voting members of the entire Board shall be Voting or Associate Members of the Agency class.
No member of the Board of Directors shall be eligible to serve more than two (2) consecutive full terms (three years each) as a non-officer Director.
Section 3. Removal of Directors: At a meeting of the members called for that purpose any one or more Directors may be removed with or without cause by a vote of a majority of the members. Any Director may be removed, with or without cause, by the vote of two-thirds (2/3) of all other Directors at a special meeting of the Directors called for that purpose.
Section 4. Governing Powers: The property, affairs and business of PIMA shall be controlled and managed by its Board of Directors. The Board of Directors shall have all the powers and duties necessary for the administration of PIMA; and it may do all such acts and things as are not prohibited by law, the Articles of Incorporation, or these Bylaws.
Section 5. Voting: At every meeting of the Board of Directors, each Director shall have the right to cast one (1) vote, and never more than one (1) vote, on each question before the Board. The vote of the majority of those present shall decide any question before such meeting, unless the question is one that, by law, the Articles of Incorporation, or these Bylaws require a different vote.
Section 6. Compensation: No compensation shall be paid to the Directors other than the CEO for their services as such; provided, however, that Directors may be reimbursed for actual expenses incurred by them in the performance of their duties (except for attendance at standing meetings) as so approved in advance by the Board of Directors or the Executive Committee..
Section 7. Frequency of Meetings: The Board of Directors shall meet not less frequently than twice per year. Written notice of the date, time and place of each of the meetings shall be sent under the direction of the Secretary of PIMA to each Director in writing at least thirty (30) days prior to the meeting.
Section 8. Special Meetings: Special meetings of the Board may be called by the President, the President-elect, the Secretary, the Treasurer, or by a majority of the members of the Board of Directors. Whenever notice of a meeting is required and no provision is made as to how it may be given notice in writing or printing by hand delivery, facsimile transmission, electronic mail transmission, or mail, postage prepaid, addressed to each member at his/her address as shown on PIMA’s records shall be deemed acceptable and shall set forth the purpose of such special meeting. Any notice required or permitted to be given by mail shall be deemed to be delivered when deposited in the United States mail. Any notice required or permitted to be given by facsimile transmission or electronic mail transmission shall be deemed to be delivered upon its successful transmission. No error or omission in giving notice of any special meeting or any adjourned meeting of the Board of Directors of PIMA shall invalidate any resolution passed or any proceeding taken at any meeting of the Board of Directors.
Section 9. Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. At any such reconvened meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Directors present by proxy may be counted toward a quorum. The act of a majority of the Directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors. A Director may vote in person or by proxy executed in writing by the Director. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, or unless otherwise made irrevocable by law.
Section 10. Vacancies: Any mid-term vacancy occurring in the Board of Directors shall be filled by a majority vote of the remaining Directors at any regular or special meeting thereof. After a vacancy in the Board of Directors has been filled, or after an increase in the number of Directors, at least 51% of the voting members of the entire Board shall belong to the Agency class of members. A Director elected to fill a mid-term vacancy shall serve for the remainder of that term.
Section 11. Actions Without Meetings: To the extent permitted by law, any action to be taken at a meeting of Directors, or any committee, or any action which is to be taken at a meeting of Directors or committee, may be taken without a meeting if written consent to such action is signed by all Directors or committee members, as the case may be, and filed with the minutes of the Board of Directors. Such consent will have the same force and effect as a unanimous vote and may be stated as such in any document.
Section 12. Electronic Meetings: Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors, or members of any committee designated by the Board may, unless otherwise restricted by statute, the Articles of Incorporation or these Bylaws, participate in and hold a meeting of the Board of Directors or committee by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 12 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called or convened.
Article VI. Committees
Section 1. Committees of Directors: The President or Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of whom shall consist of two (2) or more of its members, which committees, to the extent provided in said resolution, shall have and exercise the authority specifically delegated by the Board of Directors, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law. Committees may solicit input and participation from members who are not Directors.
Section 2. Executive Committee: The Executive Committee shall consist of the officers of PIMA, including the immediate Past-President and the Chief Executive Officer (CEO), the latter two to serve as an ex-officio, non-voting committee members. The President shall serve as Chair of this committee. A majority of the voting members of the Executive Committee shall constitute its quorum. The Executive Committee shall have full power to transact all business of PIMA, upon such terms and conditions as the Board of Directors shall establish, when the Board of Directors is not in session, and may receive and act upon reports of officers and committees. The action of the Executive Committee, relating to matters of general policy and finance, shall be subject to approval of the Board of Directors.
Section 3. Nominating Committee: The Nominating Committee shall consist of at least five Voting Members, of which there shall be at least three (3) Directors appointed by the President, plus the President and President-elect. The Immediate Past President shall serve as its chair in an ex officio, non-voting capacity. For purposes of maintaining continuity of effort annually, at least one (1) Director member of such committee, to be designated by the President, shall retain membership for the following year; and no non-ex officio member shall serve on this committee more than two (2) consecutive years. The Nominating Committee shall submit to the membership for its approval, at its annual meeting each year, the names of individuals for the offices of Executive Committee member (other than the President, President-elect, Immediate Past President and CEO) and Director to be voted at that meeting. Additional nominations of members may be made from the floor by members.
Article VII. Officers
Section 1. Designation: The principal officers of PIMA shall be a President, President-Elect, Secretary, and Treasurer, all of whom shall be elected by PIMA’s membership for terms of one year each. No two offices may be held by the same person, nor may the same office be held by an individual for more than two (2) consecutive terms. When elected, any Officer may not be a Voting or Associate Member from any Agency, Company or Business Partner member entity with a Voting or Associate Member serving on the Executive Committee.
The members may elect one or more Assistant Secretaries and Assistant Treasurers, and such others as the Board deems necessary. In addition, PIMA shall have a Chief Executive Officer (CEO) as described in Section 4 of this Article, and none of the provisions of this Article of the Bylaws concerning officers except said Section 4 shall apply to the CEO.
Section 2. Election: Executive Committee members (other than the President-elect, President, Immediate Past President and CEO) of PIMA shall be elected annually by the membership and unless sooner removed and until a successor is elected and qualified. The President-Elect shall automatically succeed to the office of the President at the completion of the President’s term in office and shall be a current Board Director of Officer at the time of nomination. Any vacancies occurring in offices shall be filled by the Board of Directors. The Board of Directors shall appoint such temporary officers during the absence or disability of the regular officers, as necessary for conducting the affairs of PIMA, provided however, that Voting or Associate Members appointed to fill a vacancy shall not be from any Agency, Company or Business Partner member entity with a Voting or Associate Member serving as an officer.
Section 3. Removal: Upon an affirmative vote of the majority of the Board of Directors, any officer may be removed, with or without cause, and a successor or successors elected at any annual or special meeting of the Board of Directors may be called for that purpose.
Section 4. The Chief Executive Officer. The Chief Executive Officer (CEO) of the Corporation shall, subject to the direction and under the supervision of the President or other officers of the Corporation as designated by the Board of Directors, supports the Board of Directors and officers of PIMA by implementing the policies, directives, guidelines, practices, Bylaws and corporate values established by the Board, as articulated to the CEO by the President or other officers designated by the Board. The CEO shall be a non-voting member of the Board of Directors, the Executive Committee and other committees as determined by the Board of Directors. The CEO shall be the chief administrative and operating officer of PIMA. The CEO shall be responsible for the hiring, discharging, directing and supervision of all employees. With the cooperation of the Executive Committee and in cooperation with the Treasurer, the CEO shall be responsible for the preparation of an operating budget covering all of the activities of PIMA, subject to approval of the Board of Directors. The CEO shall act as custodian of the records of the Corporation and of the Board of Directors, and of its corporate seal, and shall affix the seal to all documents the execution of which on behalf of the Corporation shall have been duly authorized.
Section 5. The President: The President shall preside over all meetings of the members and the Board of Directors and shall perform such other duties as from time to time may be assigned to him/her by the Board of Directors.
Section 6. The President-Elect: In the absence, disability, or refusal to act of the President, the President-Elect shall perform the duties of the President and President-Elect, and when so acting, shall have all the powers of and be subject to all restrictions upon those offices. The President-Elect shall perform such other duties as from time to time may be assigned to him/her by the Board of Directors.
Section 7. The Treasurer: The Treasurer shall (a) be responsible for and keep account of all monies received and expended by the corporation; (b) cause all monies and other valuable effects of the corporation to be deposited in its name and to its credit in such depositories as shall be selected by the Board of Directors; (c) cause to be kept at the principal offices of the corporation correct books of account, proper vouchers and other papers pertaining to the corporation’s business; (d) render to the Board of Directors and to the Membership, whenever requested, an account of the financial condition of the corporation and of his/her transactions as Treasurer; and (e) Chair the Finance/Audit Committee, and in general, perform all duties and have all powers incident to the office of Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him/her by these Bylaws or by the Board of Directors.
Section 8. The Secretary: The Secretary shall (a) record all the proceedings of the meetings of the corporation’s members and Directors in books to be kept for that purpose; (b) ensure maintenance of a complete list of all members entitled to vote at meetings of members and have said list available for the inspection of any member who may be present at such meetings; (c) be responsible for and ensure that all records of the corporation and documents required by law, are kept or filed at the principal offices of PIMA.
Article VIII. Amendments of Bylaws
Except as otherwise provided by law, these Bylaws may be amended at any regular or special meeting of the members called for that purpose, provided that written notice of the proposed amendment shall have been given at least ten (10) days prior to such meeting as provided in Article IV of these Bylaws. To take effect, each amendment shall require an affirmative vote of two-thirds (2/3) of the Voting Members present in person or by proxy at a duly constituted meeting.
Article IX. Execution of Written Instruments
All notes, drafts, acceptances, checks, endorsements, and all evidence of indebtedness of PIMA whatsoever shall be signed by two (2) Directors or by one (1) Director and one (1) agent of PIMA so designated by resolution of the Board of Directors and in such manner as these Bylaws prescribe, or as the Board of Directors from time to time may determine; and in addition, the Board of Directors may, in its discretion, authorize Directors or agents of PIMA to execute such instruments on their sole signatures within limits set from time to time by resolution of the Board of Directors. Endorsements or instruments for deposit to the credit of PIMA in any of its duly authorized depositories shall be made by rubber stamp of PIMA or in such other manner as the Board of Directors may from time to time determine.
Article X. Distributions
No part of the gross revenues or net earnings of PIMA shall inure to the benefit of or be distributable to any individual member, Director or officer of PIMA, or any private individual, provided, however, that PIMA shall be authorized and empowered to make reasonable payments and distributions (including reasonable compensation for services rendered to or for PIMA) in furtherance of its purposes as set forth in the Articles of Incorporation and these Bylaws.
Article XI. Corporate Seal
The Board of Directors shall provide a suitable corporate seal in the form of a circle containing PIMA’s name and the words, “Corporate Seal, Delaware.” The Chief Executive Officer shall be in charge of keeping the seal at PIMA headquarters. If so directed by the Board of Directors, a duplicate seal may be kept and used by such other officer or agent designated by the Board of Directors.
Article XII. Fiscal Year
The fiscal period of PIMA shall be prescribed by the Board of Directors.
Article XIII. Dues
Section 1. Establishment of Dues and Fees: Dues and fees, if any, for all classes of membership shall be
established by the Board of Directors.
Section 2. Delinquency and Cancellation: Any member of PIMA who shall be delinquent in dues for a period of thirty (30) days from the time dues become due shall be notified and suspended from further services. If payment of dues is not made with the next succeeding thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the Executive Committee.
Section 3. Refunds: No dues shall be refunded to any member whose membership terminates for any reason.
Article XIV. Miscellaneous
Section 1. Trade names: The corporation may operate or transact business under such certain trade names other than its corporate name as may be adopted by the Board of Directors.
Section 2. Inspection of records by members: The corporation shall keep correct and complete books and records of account and minutes of the proceedings of its members, of its Board of Directors and of any committee having any authority of the Board of Directors and maintain such at its principal offices. The corporation shall also maintain at its principal offices a record of the names and addresses of its members who are entitled to vote. All of the books and records of the corporation may be inspected by any member, his/her agent or attorney, for any proper reason at any reasonable time.
Section 3. Loans to Directors, Officers, Employees, Vendors and Members prohibited: No loan shall be made by the corporation to any of its directors, officers, employees, vendors or members.
Section 4. Waiver of notice: Whenever any notice is required to be given under the laws of the State of Delaware or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such waiver, shall be deemed equivalent to the giving of such notice.
Section 5. Indemnity: Each officer or director and any member by whom such officer or director is employed and each employee of the corporation shall be indemnified by the corporation against all loss, liability, damage, cost or expense (including legal fees and expense) reasonably incurred in connection with any action, suit or proceeding to which he/she or it may be made a party by reason of the officer’s, director’s, or employee’s being or having been an officer, director, or employee and any amounts paid in settlement thereof (provided that the Board of Directors shall have approved such settlement). In relation to such matters as to which the conduct of the officer, director, or employee which as the subject of the action, suit or proceeding shall be finally adjudicated in such proceeding to have constituted gross negligence, willful or wanton misconduct or conduct in breach of the officer’s, director’s, or employee’s fiduciary relationship to the corporation shall not be indemnified.
Section 6. Rules of Order. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern PIMA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that PIMA may adopt.
Section 7. Insurance. PIMA shall purchase and maintain insurance for the benefit of the directors and officers of PIMA against any liability incurred by them in their capacity as directors or officers of the corporation. Where the liability arises out of the failure of the person in question to act in good faith, it shall not be covered by such insurance. In the case that insurance cannot be obtained by PIMA, the members of the Board of Directors shall be notified immediately.
Amendments as approved by the Board of Directors, Ratified by the membership in January 24, 2014.