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BYLAWS Adopted July 2000 ARTICLE I - NAME AND TERRITORIAL LIMITS Section 1. This Association shall be known as the Iowa Association of Health Underwriters, with the tagline "Iowa's Benefit Specialists." Hereinafter referred to as this Association. Section 2. The territorial limits of this Association shall be confined to the state of Iowa. ARTICLE II - MEMBERSHIP Section 1. Membership in this Association will be available under the following designations:
Section 2. An individual member may be any individual licensed by his/her state licensing authority for the sale of disability income and/or health insurance products. Individual members may also include non-licensed individuals engaged in the distribution of disability income and/or health insurance products such as, but not limited to, home office personnel and others engaged in the management and distribution of such products, or an individual who is actively involved with such companies. Individual members who have paid their annual national, state and local dues will also be referred to as Active Members. Section 3. Lifetime (Retired) membership may be granted when an active member has been in good standing for a minimum of ten (10) consecutive years, and has (1) attained age 65; or (2) retired; or (3) become disabled. Lifetime members have the same rights and privileges as individual members. This Association shall determine the amount of reduction of state chapter dues, if any. Lifetime membership status shall be automatically conferred when all qualifications are met and application is made and verified by the National Association of Health Underwriters. Section 4. Honorary Membership may be bestowed on individuals who make an above average contribution to the insurance industry - while not usually eligible for Active Membership. Honorary Members will have the same rights and privileges of other Active Members, with the exception of any voting rights. In addition, Honorary Members will not have any National Association of Health Underwriters privileges. ARTICLE III - MEETINGS OF MEMBERS Section 1. Annual Meeting. The annual meeting of the members shall be held each year on such day during the year and at such time as shall be fixed from time to time by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. In the event the Board of Directors does not fix a day and time for the annual meeting of the members for any year prior to the first day of March of that year, the annual meeting of the members for that year shall be held on the 1st day of the month of June of that year. If the 1st day of June in that year is a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon therafter as conveniently may be. Section 2. Special Meeting. Special meetings of the members, for any purpose of purposes, may be called by the President or by the Board of Directors, and shall be called by the President at the request of Active Members having on-twentieth of the votes entitled to be cast at such meeting. Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Iowa, as the place of meeting for any annual meeting or for any special meeting of the members called by the Board of Directors or the President. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association. Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered, either personally, by mail or electronic mail to each member not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the Board of Directors, or the President, or the Secretary or persons calling the meeting. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member's address as it appears on the records of the Association, with postage thereon prepaid. Section 5. Quorum. The Active Members holding on-tenth of the votes which shall be cast at any meeting, represented in the person or by proxy, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the Active Members present and entitled to vote at such meeting may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at such meeting as originally called. The members present at a meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Section 6. Proxies. At any meeting of members, an Active Member entitled to vote may vote by proxy executed in writing by the Active Member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Section 7. Voting of Members. A majority of the Active Members entitled to vote and present or represented by proxy shall be necessary for the adoption of any motion unless otherwise provided by law or these Bylaws. Memberships standing in the name of a partnership may be voted by any partner or the partnership; and memberships standing in the name of a corporation or association may be voted by such officer or agent as the Bylaws of such corporation or association may prescribe, or, in the absence of such provision, as the board of directors of such corporation or association may determine. Section 8. Voting of Shares Owned by the Association. Subject always to the specific directions of the Board of Directors, any share or shares of stock issued by any other corporation and owned or controlled by the Association may be voted at any shareholders’ meeting of such other corporation by the President of the Association if he be present, or in his absence by the President-Elect of the Association. Whenever, in the judgment of the President, or in his absence of the President-Elect, it is desirable for the Association to execute a proxy or give a shareholders’ consent in respect to any share or shares of stock issued by any other corporation and owned by the Association, such proxy or consent shall be executed in the name of the Association by the President or the President-Elect of the Association and shall be attested by the Secretary of the Association without necessity of any authorization by the Board of Directors. Any person or persons designated in the manner above stated as the proxy or proxies of the Association shall have full right, power and authority to vote the share or shares of stock issued by such other corporation and owned by the Association the same as such share or shares might be voted by the Association. Section 9. Voting by Mail. Where directors are to be elected by the members, such elections may be conducted by mail in such manner as the Board of Directors shall determine pursuant to the Iowa Non-profit Corporation Act and these Bylaws. Section 10. Informal Action by Members. Any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the members entitled to vote with respect to the subject matter thereof. ARTICLE IV - NATIONAL AND STATE AFFILIATION Section 1. This Association agrees to be bound by the bylaws of the National Association of Health Underwriters as adopted and amended from time to time. Section 2. The Board of Directors shall provide for the prompt review, approval and forwarding of all reports required or requested by the National Association of Health Underwriters. Section 3. Insofar as possible, this Association shall be represented by the Immediate Past-President, President, President-Elect, Treasurer, and Secretary or their duly appointed alternatives, at the annual meeting of the National Association of Health Underwriters. ARTICLE V - DUES AND FINANCE Section 1. Each Active Member of this Association shall pay local, state, and national annual dues. Such annual dues shall be payable on the first day of the member's anniversary month as record by the National Association of Health Underwriters. Any Active Member more than ninety (90) days in arrears in payment of dues shall be dropped from the rolls as a member in good standing. Section 2. The Board of Directors shall determine the amount of annual dues of this Association. This Association's dues may only be changed once a year and will be in effect from January 1 through December 31 of each year. Not later than the date specified by the National Association of Health Underwriters, if this Association plans to increase or decrease its state chapter dues for the following calendar year, the President shall advise the National Association of Health Underwriters in writing of the Board-approved dues for the following year. Section 3. The fiscal year of this Association shall begin on the first day of January of each year. Section 4. This Association's books of accounts shall be reviewed and/or audited by independent accounting firm at least once each fiscal year. The Board of Directors shall name the auditors/reviewers. Section 5. The Board of Directors shall determine the officially depository(ies) for Association funds and shall designate one or more Executive Board members in addition to the Treasurer to sign or countersign checks or other documents for the disbursement of such funds. ARTICLE VI - OFFICERS/EXEUCTIVE COMMITTEE Section 1. The officers of this Association shall be: President, President-Elect, Immediate Past President, Treasurer, and Secretary. An Individual may server in the role of both Secretary and Treasurer at the same time. Section 2. Each officer shall be an Active Member. Section 3. All officers shall serve without compensation. Section 4. All officers shall take office on the first day of July of each year following their election, and shall serve for a term of one year. Section 5. The office of Immediate Past President shall be filled automatically by the outgoing President. In the event there is no outgoing President, this office shall remain vacant. Section 6. In the office of the President shall become vacant due to death, disability, resignation, recall or removal by due process, the President-Elect shall assume the office for its unexpired term and the term of President for the succeeding year and the office of President-Elect shall become vacant. The President shall appoint a member of this Association in good standing to fulfill the duties of the office for its unexpired term. The appointment shall be subject to a three-fourths (3/4) vote of approval by the Board of Directors. The office itself shall remain vacant until the next regular election of officer. If the office of President becomes vacant and there is not President-Elect, the order of succession shall be Treasurer, then Secretary. Section 7. If the office of President-Elect shall become vacant due to death, disability, resignation, recall or removal by due process or by succession to the Presidency under Article VI, Section 6, and the President shall appoint a member of this Association in good standing to fulfill the duties of the office for its unexpired term. The appointment shall be subject to a three-fourths (3/4) vote of approval by the Board of Directors. The office itself shall remain vacant until the next regular election of officers. Section 8. If the offices of Treasurer and/or Secretary become vacant due to death, disability, resignation, recall or removal by due process, or by succession under Article VI, Section 6, the office(s) shall be filled by appointment by the President. The appointment shall be subject to three-fourths (3/4) vote of approval of the Board of Directors and shall be only for the unexpired term of the office(s). Appointees shall assume the title and duties of the vacant office(s). ARTICLE VII - DUTIES OF OFFICERS Section 1. The duties of the officers shall be as follows:
ARTICLE VIII - BOARD OF DIRECTORS Section 1. The Board of Directors shall consist of the officers and eight other elected
Section 2. Each director shall be an active member of this Association and National Associations of Health Underwriters. Section 3. All directors shall serve without compensation. Section 4. All directors shall take office on the first day of July of each year following their election, and shall serve for a term of three years. Section 5. The Board of Directors shall determine the policies and activities of this Association, approve the budget, authorize all expenditures and disbursements, and have the authority and responsibility to manage this Association's affairs. The day to day operation of the Association may be conducted, on behalf of the entire Board, by the Executive Committee, consisting of the President, President Elect, Treasurer, Secretary and Immediate Past President. The Executive Committee shall meet as deemed necessary. Section 6. The Board of Directors shall meet monthly or at the call of the President. The meetings shall be held at such times and places as may be determined by the President or Board of Directors. The President shall notify all Board members of the time and place of all regular Board of Director meetings not less than 7 days prior to the meeting. Section 7. The Board of Directors may transact business by mail or electronic means by voting upon proposals presented to them. Any such proposal shall be adopted if at least two-thirds (2/3) majority of the entire Board returns affirmative votes. The members of the Board of Directors shall be advised of the results of such balloting no less than seven (7) days after the vote is tabulated. Section 8. A majority of the Board of Directors shall constitute a quorum for the transaction of business. Except as set forth in Article VIII, Sections 7 and 9. Article XI, Sections 2 and 3, and Article XII, action of the Board of Directors requires a majority vote where quorum is present or by proxy. Section 9. In the event a director position becomes vacant due to death, disability, resignation, recall or removal by due process, or by succession under Article VI, Section 6, the position shall be filled by appointment by the President. The appointment shall be subject to three-fourths (3/4) vote of approval of the Board of Directors and shall be only for the unexpired term of the office(s). Section 10. The Board of Directors may approve the hiring of an Executive Director upon their discretion. The Executive Committee will set forth the duties of the Executive Director. The Executive Director will have no voting rights. Section 11. No more than two individuals from the same or affiliated company, agency or employer may serve on the Board of Directors at the same time. No more than one individual from the same or affiliated company, agency or employer may serve on the Executive Committee at the same time. ARTICLE IX - NOMINATIONS AND ELECTIONS Section 1. The election of officers and directors shall be held at the annual meeting of the members of this Association. Section 2. At least three (3) months prior to the date of the annual meeting, the President shall appoint a Nominations Committee consisting of four members of the association in good standing and chaired by the Immediate Past President. The duties of this committee shall be to solicit and receive nominations and to prepare a slate of candidates. The Nominations Committee shall have general charge of the election process including the opening of the nomination period, solicitation of nominations and biographies, preparation, distribution, collection and counting of ballots, and reporting the results. Section 3. The Nominations Committee shall prepare a ballot containing the names of all qualified nominees and distribute ballot materials to all active members at least one (1) month prior to the date of the annual meeting. The ballots shall be cast in person at the annual meeting or by electronic voting. ARTICLE X - COMMITTEES Section 1. There shall be the following standing committees:
Section 2. The President shall appoint the chairs and members of all standing, special or ad hoc committees and task forces, subject to the approval of the Executive Committee on behalf of the Board of Directors. Section 3. Board of Directors or the Executive Committee on behalf of the Board of Directors shall establish guidelines for all committees and task forces regarding usual duties, terms of office, and requirements for reports unless otherwise specified in these bylaws. Section 4. The administration of the fiscal affairs of all standing, special and ad hoc committees and task forces are vested in the Executive Committee on behalf of the Board of Directors. Section 5. The quorum and voting requirements for the Board of Directors set forth in Article VIII shall be applicable to the committees. ARTICLE XI - RECALL AND REMOVAL FROM OFFICE Section 1. An officer, member of the Board of Directors, committee member or chair, or task force member or chair may be removed for malfeasance of office. Section 2. No elected officer or board member, or appointed committee member or chair, or appointed task force member or chair may be removed from office without a three-fourths (3/4) vote of the Board of Directors at any regular or special meeting at which a quorum is present. Section 3. Notice of recall or removal must be sent by registered mail to the affected individual advising him/her of the action taken or about to be taken. Removal by due process requires notification prior to the vote for removal from office. The Board of Directors and/or twenty-five (25%) of this Association's membership can initiate recall. Recall can only be achieved by a three-fourths (3/4) vote of the Board of Directors. Section 4. Failure to achieve the required vote for removal will cause the immediate reinstatement of the recalled individual to office. Any appointee replacing the recalled officer shall also immediately be discharged. Section 5. Any individual member of this Association shall lose all rights and privileges of office under this Association if his/her license to sell insurance is revoked or if he/she is convicted of a felony or gross misdemeanor. ARTICLE XII - AMENDMENTS Section 1. Amendments to these Bylaws, if in conformity with the policy of the National Association of Health Underwriters, may be adopted by a two-thirds (2/3) vote of the Board of Directors present at any meeting or by ballot distributed via United States Postal Service to Individual Active Members of this Association, provided that written notice of the meeting and of the proposed amendment(s) shall have been given to the members at least one month prior to the meeting, and provided further that a quorum is present at the meeting. ARTICLE XIII - CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Association, 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 the Association, and such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 3. Checks, Drafts, etc. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer. Section 4. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or other depositaries as the Board of Directors may select. Section 5. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise consistent with the objectives of the Association. Section 6. Loans to Directors or Officers. No loans shall be made by the Association to the Directors or officers of the Association. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until the repayment therof. ARTICLE XIV - BOOKS AND RECORDS Section 1. Books and Records Maintained. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. Section 2. Inspection. All books and records of the Association may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time. Section 3. Audit. The Board of Directors shall have the books and records of account of the Association audited annually by a certified public accountant and shall present the report at the annual meeting of members. ARTICLE XV - DISSOLUTION Section 1. Dissolution of this Association requires the passing of a Resolution of Resignation by a three-fourths (3/4) vote of all Active Members. The adopted resolution shall be sent by the Secretary of this Association by registered mail to the Executive Vice President of the National Association of Health Underwriters and shall become effective upon acceptance by the Board of Trustees. Upon acceptance of the Resolution of Resignation by the Board of Trustees, Active Members of this Association shall become Active Members of the existing local association nearest them in their state, or its members-at-large if no other association exists within their state. Section 2. This Association, by taking the action to resign, shall surrender all rights to use the name, emblem, insignia, plate, sign, label or phrase indicative of membership in this Association. Section 3. This Association shall use funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure to be distributed to its members in the event this Association is dissolved or its charter revoked for cause in violation of the bylaws of the National Association of Health Underwriters. Immediately upon dissolution or revocation of its charter, this Association's Board of Directors shall return all remaining Association funds to the National Association of Health Underwriters for placement in escrow. Funds placed in escrow will be distributed in accordance with the procedures outlined in the bylaws of the National Association of Health Underwriters. ARTICLE XVI - PREVIOUS BYLAW SUPERCEDED Section 1. These Bylaws, as revised, supercede all provisions of any previous bylaws of this Association. |
Copyright 2002 - 2008. IAHU - IOWA Association of Health Underwriters. All Rights Reserved.