PAMIC BY-LAWS
(as amended and restated on June 14, 2006)
ARTICLE I - NAME
1.1 This Association shall be known as the Pennsylvania Association of Mutual Insurance Companies ("Association"), organized under the laws of the Commonwealth of Pennsylvania.
1.2 The Association shall operate in the Mid-Atlantic area, comprising the States of Delaware, Maryland, New Jersey, New York, Ohio, Pennsylvania, Virginia and West Virginia, which may be modified from time to time.
ARTICLE II - OFFICES
2.1 The principal office of Association shall be at such place as the Board of Directors shall designate, which location may be changed by the Board of Directors, but shall be within the Commonwealth of Pennsylvania.
ARTICLE III - PURPOSE
3.1 This Association is organized to associate property and casualty insurance professionals and other segments of the property and casualty insurance industry in the designated geographic areas of the Association.
3.2 The aims of this organization are:
a. To develop and maintain within the property and casualty insurance industry and the public a high appreciation of the objectives and responsibilities of property and casualty insurance professionals in fully serving the public;
b. To improve the methods of transacting business relating to insurance products and services by gathering and disseminating information;
c. To educate the general public relating to business, home and automobile safety and the insurance of risks associated with a business, home and automobile; and
d. To influence legislators and regulators in the development of law that would be in the best interests of mutual insurance companies, cooperative associations and their customers.
ARTICLE IV - MEMBERSHIP
4.1 Classes of Members. The Association shall have the three classes of members (collectively, the "members" or, in the context, singularly "member"):
a. A Voting Member shall be:
(i) a mutual insurance company or a stock insurance company that is a subsidiary of a mutual holding company;
(ii) a mutual insurance company that, while a member in good standing, reorganizes itself into a stock insurance company, until such company is acquired by another stock company. On the effective date of such acquisition, such company shall become a Non-Voting Company Member; and
(iii) a mutual insurance company that enters into a regulatory rehabilitation process and emerges from such rehabilitation as a stock insurance company may apply or reapply, as the case may be, for admission as a member which admission shall be approved in the sole discretion of the Board of Directors.
Notwithstanding the foregoing, the ultimate controlling mutual insurance company of a group of insurance companies shall be the sole Voting Member for such group of companies. Any insurance company in such group may be admitted as a Non-Voting Company Member.
b. A Non-Voting Member shall be:
(i) an insurance company that does not meet the qualifications of Section 4.1.a., and may be referred to as a Non-Voting Company Member;
(ii) a natural person or entity (other than an insurance company) which provides services to the insurance industry and is sponsored by a Voting Member for admission as a member and may be referred to as an Associate Member; and
(iii) a reinsurance company which is sponsored by a Voting Member for admission as a member and may be referred to as a Reinsurance Member.
c. An Honorary Member shall be: a natural person, deemed by the Board of Directors to have performed exceptional or meritorious service to the insurance industry, and, who shall have no voting rights and shall not be required to pay any dues or fees in order to participate in the Association.
4.2 Acceptance of Members.
The Board of Directors shall admit all new members.
4.3 Limitation of Liability of Members.
The liability of all members shall be limited to the payment of dues and fees applicable to the period of time during which their respective membership was in effect.
4.4 Termination of Membership.
The Board of Directors shall have the right, at any time, to suspend or cancel the membership of any member. After such action, the Board of Directors shall mail a notice to the affected member. If any reinstatement process under Section 4.5 has expired and there was no reinstatement of membership, then the Board of Directors share refund, on a pro rata basis, the dues paid by such member for the current fiscal year.
4.5 Reinstatement.
Within 30 days after the mail date of a notice of termination of membership, the terminated member may petition the Board of Directors for review and reconsideration of its termination of membership. After a review, the Board of Directors may reinstate such member, subject to payment of dues as to be determined by the Board of Directors.
Upon the motion of any director, a terminated member may be fully reinstated at any time by the Board of Directors.
ARTICLE V - DUES
5.1 Determination of Dues.
Prior to the beginning of each fiscal year, the Board of Directors shall set the dues structure and payment schedule for dues. A member whose application for membership is approved during any fiscal year shall be subject to dues for only the unexpired portion of such fiscal year, except that an Associate Member's dues shall not be prorated based upon the date of admission as an Associate Member.
5.2 Delinquency and Cancellation.
The Board of Directors shall notify a member of its delinquency in the payment of dues. If payment of dues is not made within the next succeeding 30 days from the date of the delinquency notice, the membership of such delinquent member shall be deemed to be cancelled, and thereupon all rights and privileges of membership are forfeited, unless such cancellation of membership, at the request of the affected member, is waived by the Board of Directors.
5.3 Refunds.
There shall be no refund of dues to any member, whose membership terminates for any reason, unless otherwise provided for in these By-Laws.
ARTICLE VI - MEETINGS
6.1 Annual Meetings.
The annual meeting of the members shall be held on such date and at such time and place, as may be designated by the Board of Directors. Publication of the time and place of the annual meeting shall be given to each Voting Member by first class mail, postage prepaid, at the Voting Member's address appearing in the records of the Association. Such notice shall be made at least 60 days in advance of each annual meeting. Publication of the notice of an annual meeting to all other members shall be given in a manner as determined by the Board of Directors.
6.2 Special Meetings.
A special meeting of the members shall be called by the Chairman or President when so directed by the affirmative vote of at least two-thirds of the directors, or upon the written petition of at least fifteen Voting Members. The time and place of such special meeting shall be determined by the Board of Directors. Notice of the time, place and purpose of any special meeting shall be mailed to the members at least 30 days in advance. No business shall be transacted at a special meeting other than that described in the notice. Publication of the time, place and purpose of the special meeting in The Pulse or any other official publication of the Association shall constitute sufficient notice.
6.3 Quorum.
At any meeting of the members, delegates representing 25% of the Voting Members shall constitute a quorum for the transaction of business, but, a lesser number of Voting Members may adjourn such meeting to reconvene at a time and place designated in the resolution of adjournment, and such meeting may be adjourned from time to time without other notice to the membership until a quorum be present.
6.4 Delegates.
Each Voting and Non-Voting Member may send any number of delegates to any annual or special meeting. All delegates who are properly registered shall be entitled to attend those sessions and presentations open to all members and to participate in all discussions at such meetings; provided, however, that only Voting Members shall be entitled to cast a vote at such meetings.
6.5 Proxies.
A Voting Member may authorize another person or persons to act for it by proxy. Every proxy shall be executed in writing by an authorized representative of the Voting Member and filed with the Secretary-Treasurer of the Association. A proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary-Treasurer of the Association. No unrevoked proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein, but, in no event, shall a proxy be voted on after three years from the date of its execution. A proxy shall not be revoked by the insolvency or bankruptcy of the maker, as the case may be, unless before the vote is counted or authority is exercised, written notice of such insolvency or bankruptcy is given to the Secretary-Treasurer of the Association.
6.6 Required Vote at Member Meetings.
The acts at a meeting of the Voting Members present entitled to cast at least a majority of the votes which all Voting Members present and voting are entitled to cast shall be the acts of the members.
ARTICLE VII - ELECTED OFFICERS OF THE ASSOCIATION
7.1 Elected Officers.
The Voting Members shall elect: the Chairman-Elect, the Vice Chairman, and the Secretary-Treasurer. All elected officers shall be members of the Board of Directors. No officer may concurrently hold more than one office.
7.2 Chairman.
At each annual meeting, the person completing his or her term as Chairman-Elect shall be installed as the Chairman, provided, that there has been no change in his or her status, to disqualify him or her from holding the office of the Chairman. The Chairman shall be a member of the Board of Directors. The Board of Directors shall determine a disqualification from the office of Chairman. The Chairman shall serve for one year and until his or her successor is elected and qualified.
7.3 Succession - Chairman-Elect, Vice-Chairman, Secretary-Treasurer.
The Chairman-Elect, Vice Chairman, and Secretary-Treasurer, shall serve for one year and until their successors are elected and qualified. Except when advanced to fill a vacancy in the office, neither the Chairman, Chairman-Elect, nor Vice Chairman shall be eligible for election to a second successive term. In the event of a vacancy in the office of:
(1) the Chairman: the Chairman-Elect shall succeed to the office of Chairman;
(2) the Chairman-Elect: the Vice Chairman shall succeed to the office of Chairman-Elect; or
(3) the Vice Chairman: the Board of Directors shall fill the vacancy.
During the absence of any officer at a meeting, the next officer in rank shall assume his or her duties. A vacancy shall be created by the death, resignation, disqualification or inability of an officer to serve. The Board of Directors shall have the power to determine the question of ineligibility and inability to serve.
7.4 Qualifications of Chairman, Chairman-Elect, Vice Chairman and Secretary-Treasurer.
Only an active executive officer of a Voting Member shall be eligible to hold office as Chairman, Chairman-Elect, Vice Chairman or Secretary-Treasurer. The Board of Directors shall determine whether a person is an active executive officer.
7.5 Termination from Office in the Association.
If membership in the Association of the company of which an Association officer is employed, shall, for any reason terminate, the office held by such Association officer shall be deemed to be vacant on the date of such termination of membership.
7.6 Compensation of Elected Officers.
The Chairman, Chairman-Elect, Vice Chairman and Secretary-Treasurer shall receive no compensation for their service; however, the Association may reimburse them for documented travel and other out-of-pocket expenses.
ARTICLE VIII - DUTIES OF OFFICERS
8.1 Chairman.
The Chairman shall be the principal officer of the Association; shall preside at meetings of the members, the Board of Directors and the Executive Committee; and shall be a member ex officio, with the right to vote, on all standing and advisory committees. The Chairman shall also, at the annual meeting and at such other times as the Chairman shall deem proper, communicate to the members or the Board of Directors, such matters and make such suggestions to better promote the welfare and increase the usefulness of the Association. The Chairman shall perform such other duties as are necessarily incident to the office of Chairman or as may be prescribed by the Board of Directors. The Chairman shall not be responsible for the daily administrative responsibilities in the management and conduct of the affairs of the Association.
8.2 Chairman-Elect.
The Chairman-Elect shall act in the absence or inability of the Chairman, and provided the Chairman-Elect is then qualified and able to serve, shall assume the chairmanship at the next annual meeting following his or her election. The Chairman-Elect shall perform such duties as may be assigned by the Chairman, Board of Directors or Executive Committee. At or before the commencement of the annual meeting, at which he or she shall assume the office of the Chairman, he or she shall announce the advisory committee chair appointments for the ensuing year caused by vacancies in such positions in accordance with Article XIII of these By-Laws.
8.3 Vice Chairman.
The Vice Chairman shall act in place of the Chairman-Elect in the absence or inability of the Chairman and Chairman-Elect. The Vice Chairman shall perform such duties as may be assigned to him or her by the Board of Directors, Executive Committee or the Chairman.
8.4 Secretary-Treasurer.
The Secretary-Treasurer shall attend all meetings of the Board of Directors and of the members and keep accurate records thereof in one or more minute books kept for that purpose and shall perform the duties customarily performed by a secretary of a trade association and such other duties as may be assigned to him or her by the Board of Directors or the Executive Committee.
The Secretary-Treasurer shall have the custody of the Association's funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall perform such other duties as may be assigned to him or her by the Board of Directors or the Executive Committee. However, the Secretary-Treasurer shall not be responsible for any daily administrative responsibilities in the management and conduct of the affairs of the Association.
At the end of the fiscal year, the Secretary-Treasurer, shall cause to be prepared an annual report, which shall be audited or subject to a review by a certified independent public accountant, as determined by the Board of Directors. At the expiration of his or her term of office, the Secretary-Treasurer shall deliver over to his or her successor all books, money, and other property in his or her charge or, in the absence of a successor, the Secretary-Treasurer shall deliver such items to the Chairman.
8.5 Appointed Officers.
The appointed officers of the Association shall be the President and such other officers, as the Board of Directors may determine. The Executive Committee shall fix the compensation for the appointed officers and the Board of Directors shall ratify those compensation decisions. The term of office of each appointed officer shall be determined by the Board of Directors, but in no instance shall appointments be for a term in excess of three years.
ARTICLE IX - DUTIES OF APPOINTED OFFICERS
9.1 President.
The President, subject to the control of the Board of Directors and of the Executive Committee, shall be the principal administrative officer of the Association. The President shall have general charge of the facilities of the Association and shall employ, supervise, terminate and fix the compensation of the employees of the Association within the approved budget. The President shall provide for administrative divisions or departments for the effective execution of the Association's activities. The President shall be a non-voting, ex officio member of the Board of Directors and of the Executive Committee.
9.2 Other Appointed Officers.
With the approval of the Board of Directors, the President shall assign activities to the appointed officers who shall report, and be responsible, to the President.
ARTICLE X - BOARD OF DIRECTORS
10.1 Composition of the Board of Directors.
The Board of Directors shall be comprised of the elected officers of the Association, the immediate Past Chairman, and not less than nine and no more than fifteen directors, the number of directors for the ensuing year to be determined by the Board of Directors prior to the beginning of such year. No more than 20% of the directors shall be active executive officers of insurance companies described in Section 4.1.a.(ii).
10.2 Qualifications of Directors.
Only an active executive officer of a Voting Member shall be eligible to hold office as a director. The Board of Directors shall determine whether a person is an active executive officer.
10.3 Classified Board.
The directors who are not elected officers ("Non-Officer Directors") shall be classified into three classes, each class to be elected for a term of three years. The terms of the respective classes shall expire in successive years. At each annual meeting, successors to the class of Non-Officer Directors whose terms shall then expire shall be elected to hold office for a term of three years, so that the term of office of one class of Non-Officer Directors shall expire in each year.
If the membership of a company of which a Non-Officer Director is an active executive officer, is terminated, for any reason, then the office of such Non-Officer director shall be deemed vacant. No person can be reelected as a Non-Officer Director, until one year has elapsed.
10.4 Vacancies.
Vacancies on the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board of Directors, though less than a quorum, and each person so appointed shall be a director until the expiration of the term of office to which he was appointed. If a vacancy occurs on the Board of Directors within 60 days prior to the annual meeting of members as a result of the death of a director, then the Board of Directors may defer the appointment of a successor for a period of time not to exceed 90 days after the date of death of such director.
10.5 Meetings.
An organization meeting may be held immediately following the annual meeting without the necessity of notice to the directors to constitute a legally convened meeting, or the directors may meet at such time and place as may be fixed by either a notice or waiver of notice or consent signed by all of such directors. Regular meetings of the Board of Directors may be held without notice at the principal office of the Association or at such place or places, and at such dates and times, as the Board of Directors may from time to time designate. If any day fixed for a regular meeting shall be a holiday, then the meeting shall be held at the same hour and place on the next succeeding business day. Special meetings of the Board of Directors may be called by the Chairman or the President on one days notice to each director, either personally or by mail, electronic mail, telephone or facsimile; special meetings shall be called by the Chairman or the President in like manner and on like notice upon the written request of a majority of the directors.
10.6 Powers.
The Board of Directors shall have the general management and direction of all affairs and activities of the Association, except as otherwise provided in these By-Laws or by law. It shall have the power to determine the policy of this Association in all matters affecting it or its membership. It shall appoint the President of this Association and may provide for such other appointed officers as it may determine. In the event of temporary disability of the President, it shall designate an acting-President to perform the duties of the President. Except as otherwise provided in these By-Laws it shall have the power to fill any vacancy occurring on the Board of Directors and the Executive Committee, or of any Association elected office, until the next annual meeting. It shall ratify the salary of the President and provide for an annual budget governing Association expenditures and fix the membership dues and payment schedule thereof. It may provide for such advisory committees, as it deems desirable. It shall either approve or reject each application for Association membership, and subject to these By-Laws, may suspend or cancel the membership of any member.
10.7 Absence.
Any Elected Officer or Non-Officer Director who shall have been absent from two consecutive regular meetings of the Board of Directors during a single administrative year, shall be deemed to have resigned his or her seat on the Board of Directors and the vacancy shall be filled as provided by these By-Laws; provided, however, the Board of Directors shall consider the reason for the absence of an elected officer or Non-Officer Director, and, after such consideration, may by affirmative vote of a majority of the other members on the Board of Directors consider such seat not to be deemed vacant.
10.8 Compensation.
Directors shall not receive any compensation for their services; however, the Association may reimburse them for documented travel and other out-of-pocket expenses.
10.9 Resignation or Removal.
Any director may resign at any time by giving written notice to the Chairman, the President, Secretary-Treasurer, or to the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the Chairman. Any director may be removed for cause by the affirmative vote of two-thirds of the other members of the Board of Directors at a regular or special meeting of the Board of Directors.
10.10 Voting.
Voting rights of a director shall not be delegated to another person nor exercised by proxy.
10.11 Use of Conference Telephone and Similar Equipment.
One or more directors may participate in any meeting of the Board of Directors, or of any committee thereof, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another.
10.12 Quorum.
At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting in person or by conference telephone or similar communications equipment (by means of which all persons participating in the meeting can hear one another) at which a quorum is present in person or by such communications equipment shall be the acts of the Board of Directors, except as may be otherwise specifically provided by statute or by the Amended and Restated Articles of Incorporation, or by these By-Laws. If a quorum shall not be present in person or by such communications equipment at any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or as permitted herein.
10.13 Informal Action by the Board of Directors or Committee of Directors.
Notwithstanding anything to the contrary contained in these By-Laws, any action which may be taken at a meeting of the directors or the members of the executive or other committee may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors or the members of the executive or other committee, as the case may be, and shall be filed with the Secretary-Treasurer of the Association.
ARTICLE XI - DIRECTOR CONFLICT OF INTEREST
11.1 If a transaction is fair to the Association at the time it is authorized, approved or ratified, the fact that a director of the Association is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.
11.2 In a proceeding contesting the validity of a transaction described in Section 11.1 the person asserting validity has the burden of proving fairness unless (a) the material facts of the transaction and the director's interest or relationship were disclosed or known to the Board of Directors or committee consisting entirely of directors and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts of the transaction and the director's interest or relationship were disclosed or are known to the other directors entitled to vote, if any, and they authorized, approved or ratified the transaction by affirmative vote of a majority of the directors without counting the vote of any director who is an interested director.
11.3 The presence of the director, who is directly or indirectly a party to the transaction described in Section 11.1, or a director who is otherwise not disinterested, may be counted in determining whether a quorum is present, but may not be counted when the Board of Directors or a committee of the Board of Directors takes action on the transaction.
11.4 For purposes of this Article XI, a director is "indirectly" a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner.
ARTICLE XII - EXECUTIVE COMMITTEE
12.1 Composition.
The Executive Committee shall consist of the Chairman, the Chairman-Elect, the Vice Chairman, the Secretary-Treasurer, and the Immediate Past Chairman.
12.2 Authority and Responsibility.
The Executive Committee shall, between meetings of the Board of Directors, exercise the powers of the Board of Directors on all matters except those specifically reserved to the Board of Directors by these
| 