Constitution & By-Laws

CONSTITUTION & BY-LAWS

TRI-COUNTY INDEPENDENT INSURANCE
AGENTS ASSOCIATION, INC.

CONSTITUTION and BY-LAWS

Article I
The name of this Association shall be TriCounty Independent Insurance Agents Association, Inc. (sometimes referred to herein as “the association” or “the corporation”)

Article II – Purposes & Objectives

Section 1
The fundamental purpose and objective of the association is to promote and represent the common business interests of independent insurance agents within the industry and before government and the public, consistent with the best interests of the insurance-buying public.

In furtherance of this fundamental purpose and objective, the association shall promote high standards of conduct in the transaction of the insurance business; shall promote insurance education among its members and encourage greater industry and public understanding of the workings of the insurance business and the American Agency System. It shall produce publications and programs designed to enhance the professional development of its membership. It will communicate with and explain to the federal, state and local governing bodies, the insurance industry and the public the ramifications of matters of direct interest to its members in their conduct of the business of insurance. It shall communicate the benefits of purchasing insurance from independent agents and generally promote and encourage understanding, cooperation and good relations among its members, the insurance industry and the public.

Section 2
The corporation is formed exclusively for 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 except to the extent permitted under the Not-for-Profit Corporation Law.
Further, the corporation shall not promote the private interest of any member or engage in the regular business of a kind ordinarily carried on for profit. Nothing in the Articles of Incorporation or By-Laws shall authorize or empower the TriCounty Independent Insurance Agents Association, Inc. to perform or engage in any act or practice prohibited by General Business Law, Section 340, or other antimonopoly statute of the State of New York.

Article III – Membership

Section 1
The voting membership (also referred to as “the members”) of the association shall be composed of individuals, partnerships, corporations, or other forms of business organizations holding valid New York State resident agents’ and/or insurance brokers’ licenses who maintain an insurance agency office location in Nassau, Queens, Kings and Richmond Counties and who are in the business of providing insurance and financial services products to end-users. Further, the members 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 the By-Laws of the Independent Insurance Agents & Brokers of New York, Inc. (IIABNY) 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 (1) vote in administrating the affairs of the Association. Each vote shall be cast by the individual, a partner or any officer of the corporation. As a coextensive local association of IIABNY, approval of membership applications and collection of dues will be handled by IIABNY.

Section 4
An active individual, 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 or broker in the State of New York.

Section 5
The membership dues shall be that as prescribed by the Independent Insurance Agents and Brokers Association of New York, Inc. (IIABNY), which includes the dues of the Independent Insurance Agents and Brokers of America, Inc. (IIABA), plus annual Board dues as shall, from time to time, be determined by the membership after recommendation by the Board of Directors.

Section 6
Membership dues shall become due and payable on September 1 of each year and shall be for the period running from Sept.1 through August 31.

Section 7
Each member must sign the following Membership Agreement. When membership is vested in a co-partnership, the agreement must be signed by 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 TriCounty 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(s) only such companies as in practice and in the general conduct of their business in New York State, 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:
Firmly endorse and support the precepts of the independent agent and the American Agency System of distribution.
Provide fair compensation for the distribution of insurance products and value added services provided by the agent.
An Agency Agreement that is fair and is administered with consistency and with spirit of intent.
The right to ownership of expirations.
That encourages and enhances the agent’s relationship with the consumer.
That welcomes and incorporates in their process open and honest input from their agents.

Section 8 – 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 by a majority of the voting members to Honorary Membership upon recommendation of the Board of Directors. An Honorary Member shall not be liable for payment of dues or other charges of any kind, but shall not be entitled to vote or hold office.

Section 9
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 upon its authorization.

Article IV – Officers and Directors

Section 1
The officers of the association shall be the President, Vice President, Treasurer and Secretary.

The Board of Directors of the Association (sometimes referred to herein as “the Board”) shall include the officers of the Association, a minimum of six (6) directors and the immediate past president of the Association. 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 a 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 officers and directors who constitute the Board of Directors stipulated in Section 1 (b) above.

Section 3
The current IIABNY regional directors and the editor of the official TriCounty publication 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
All officers and members of the Board of Directors, with exception of the immediate past president, shall be elected by ballot at the TriCounty Annual Meeting and shall hold over until they are installed into their elected positions. Notice of the election meeting shall be published in the official bulletin of this association and electronically (electronically or otherwise) delivered to all members in good standing prior to the meeting.

Section 5
The officers and members of the Board of Directors shall be elected by majority vote of the voting members who participate in the particular vote. Members may cast their votes by electronic means in a manner established by the president. For purposes of such vote, a minimum of five per cent (5%) of the total number of members voting either electronically or in person will be deemed to be a quorum necessary to conduct such a vote.

Section 6
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. The secretary and treasurer do not have this limitation and may continue to be renewed in their respective position(s).

Section 7
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 three (3) new directors serving any new administration.

Section 8
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
Regular membership meetings for the transaction of business shall be held a minimum of five (5) times per year. They may include a holiday party, golf outing, installation dinner and/or as prescribed by the president and the Board of directors.

Section 2
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 3 – 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 number of persons serving on the Board of Directors shall be no fewer than ten (10) and no greater than fourteen (14). A quorum shall consist of at least fifty percent (50%) of the 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 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 voting Board present.
Board of Directors meetings, which may include conference calls, for the transaction of business shall be held a minimum of eight (8) times in a calendar year and/or as otherwise prescribed by the concurring decision of the president and a majority of the Board of Directors.

Section 4 – Nominating Committee

The Nominating Committee shall consist of four (4) members. The chairperson shall be the immediate past president if available, otherwise the past president who most recently held office of president. The remaining three (3) positions will be filled at the regular Board meeting three (3) months prior to the Annual Meeting as follows:
One (1) person shall be appointed by the current president and need not be a voting Board member and two(2) individuals shall be filled by a vote of the Board.
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 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 (10) 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 fifteen (15) days prior to the meeting that the vote is to be taken. It shall be deemed that notice has been served when published in the official publication of the association, namely ‘TriLines’.

Section 5
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:
Communications Public Relations & Website, Education and/or Scholarship, IIABNY Liaison & Member Services, Legislative and/or InsurPac-IAPAC, Meetings & Programs.
Unless otherwise provided, these standing committees shall consist of a chairperson and as many members as shall be considered necessary by the president and chairpersons.

Section 6
The president may, at his or her discretion, appoint such task forces (ie: NextGen) as may be desired or required from time to time to facilitate the business of the association. The terms of such committees shall cease upon the completion of their special work or at the date of the next term. Such task forces shall be subject to the will of the association.

Section 7
The order of business at regular and board meetings shall be at the discretion of the president.

Section 8
The fiscal year of this association shall be from July 1 of each calendar year until June 30 of the following calendar year.

Section 9
Amendments to these bylaws must be electronically or otherwise communicated to the membership at least fifteen (15) days prior to the meeting that a vote is to be taken to accept or reject any proposed amendments.

Section 10
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 regular and special meetings and act as chairperson of the Board of Directors. The president shall serve as the Association’s 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 incoming president is an ex-officio member of the Nominating Committee and shall not vote except in the event of a tie vote.

Section 2 – Vice President

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 3 – 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 be responsible for distribution of all notices of meetings and attend to all duties to the office.

Section 4 – The Treasurer

The treasurer shall 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 a prescribed board of directors meeting. The books and records should be reviewed annually and an independent accounting firm, appointed by the Board of Directors, and 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 to be issued annually by an incorporated surety company, the premium for which will be paid by the Association.

Section 5 – 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 meetings of the Board, record minutes, prepare the agenda for the following Board meeting with the president and e-mail the minutes, agenda and information for the next Board of Directors meeting to all concerned.
The executive director shall work with all committees and attend membership meetings to assist where needed. The executive director shall work with the Nominating Committee and Installation Committee in arranging the Installation dinner.
The executive director will work closely with the president in communicating with the Board of Directors and will be responsible for maintaining the membership list and a post office box for the association.

Article VII – Duties of Committees

Section 1 – Communications, Public Relations & Website
This committee shall be responsible for use of technology to effectively communicate with TriCounty members. 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 IIABNY committee for technology information that may benefit our member agents. It will also endeavor to keep the public informed of all phases of the association’s activities for the purpose of enhancing the image of the independent agent and manage the TriCounty website. Members of this committee shall maintain a relationship with insurance companies in our marketing area, keeping the communication lines open.

Section 2 – Education and/or Scholarship
The Education Committee shall arrange to conduct classes or local seminars in insurance with the intent of increasing the standards of the membership.

The Scholarship Committee will set up the criteria for existing scholarships, (currently the Joel S. Pollack Memorial Scholarship, the Stephen T Dooley Community Service Award, the St. John’s School of Risk Management Scholarship Program) and those approved by the Board of Directors. This committee will be responsible for disseminate the information to the schools and the membership. Those serving on this committee are responsible for creating a task force to judge the submissions and choosing a time and location to present the award(s). Announcement of the winners and the winning essay(s) will be published in ‘TriLines’ and appear on the association website.

Section 3 – IIABNY Liaison & Menber Services
This committee will be responsible for working with IIABNY on communicating membership benefits and to devise strategy for attracting new members and increasing attendance at general membership meetings. The committee will utilize ‘TriLines’ for informing members of the various services available to them through our association & IIABNY. It may include offering webinars to members.

Section 4 – Legislation, InsurPac/IAPAC
The Legislative Committee shall maintain communication on insurance related matters with our legislators on both state and federal levels 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.
The InsurPac committee shall work in conjunction with IIABNY to approach our membership for contributions to our national (InsurPac) and state (IAPAC) political action committees.

Section 5 – Meetings and Programs
The Meetings & Programs Committee shall plan programs, speakers and locations and work with the executive director to arrange suitable facilities to conduct membership meetings for benefit of the TriCounty membership.

Article VIII – Removal of a Board Member/Officer

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 such director be removed from serv ice on the Board. Such removal must be approved by the majority vote of those board members present at aq special meeting to be called by the president in accordance with these By-Laws.
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 but shall not participate in the vote.
A majority of the Board of Directors may vote to recommend the removal of an officer of the Association. Such recommendation shall be in writing with the reasons for the recommendation clearly and fully stated. The recommendation will then be submitted to the members at a special meeting of the members for purposes of accepting or rejecting the Board’s recommendation. Such vote of the membership may be electronic means and requires an affirmative vote of a majority of the members entitled to vote, voting either electronically or in person, will be deemed to be a quorum necessary to conduct such a vote. The failure of a quorum of the members to vote shall result in a rejection of the Board’s recommendation.

Article IX – Vacancies

Section 1
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.

If the office of president shall become vacant during the term for any reason, the vice president shall automatically succeed to the office of president. If the vice president is unable to serve for any reason, the order of succession to the presidency will be the treasurer and secretary respectively, to serve for the balance of the unexpired term.
Succession to the presidency due to vacancy shall not be construed as a
term.

Section 2
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 previously

In the event of a vacancy in a directorship, such vacancy may be filled by a vote of a majority of the Board of Directors then in office, regardless of their number, or by a majority vote of the members of the association.

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 previously.

Article X – Indemnification

Any person or member made, or threatened to be made, a party to an
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 Association or its predecessor organizations, the Independent Insurance Association of Nassau County Inc. or Independent Insurance Agents Associations of Queens & Kings or Richmond Counties shall be indemnified and held harmless against all claims, 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 TriCounty 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 Association 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.

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 Xl – Insurance

The Association will purchase and maintain a Comprehensive General Liability policy, Directors & Officers’ Insurance, and, if applicable, Workers Compensation and NYS Disability Benefits insurance in amounts to be determined by the Board.

Article XII – Amendments

The Constitution and By-Laws 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 of the TriCounty by-laws – effective June 1, 2016
(Previous revision was dated April 23, 2014)