Article I - Title
The name of this organization shall be the Big I Southern Tier.
Article II - Purposes and Objectives
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 in Greater Binghamton, 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; produce publications and programs designed to enhance the professional development of its membership; 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; 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.
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 Big I Southern Tier 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
A. The voting membership of this Association shall be composed of business entities doing business in Broome & Tioga Counties as individuals, partnerships, corporations, or other forms of business organizations holding valid New York resident agents’ and/or brokers’ licenses. These organizations shall be in the business of providing insurance and financial services products to end-users. Further, these organizations shall have the ability to represent multiple carriers and own the expirations and renewals on a majority of their business.
B. The agency must be a member in good standing with the Independent Insurance Agents and Brokers of New York, Inc. (IIABNY) and shall have acknowledged the co-extensive local agreement between IIABNY and the Association attached here as Exhibit A. Acknowledgement shall be inferred through the payment of dues to both associations. Failure to acknowledge this clause shall prohibit voting membership in this association.
The nonvoting membership of the Association shall be composed of the following:
A. Associate members shall be individuals who are licensed producers and insurance consultants directly engaged in the insurance business not otherwise eligible for voting membership as outlined in Article 3 Section 1A.
B. Affiliate members shall be all other persons, firms, or corporations engaged in the following businesses which are supportive of the American Agency System: insurance companies, independent adjusters, and vendors providing services to independent agencies.
Non voting members shall have no right to use in the conduct of their business any trade or service marks of The Independent Insurance Agent of America Inc, in any manner whatsoever.
A signed, written application must be received by the Association with the prescribed dues payment prior to acceptance to membership.
Honorary Members. The Board of Directors, at its discretion, may extend Honorary Membership. Such Honorary Members shall not be entitled to vote or hold office, nor be liable for dues.
Any member of the Association may be suspended or expelled for cause including but not limited to the non-payment of all membership and other fees when due. No member shall be expelled, suspended, or otherwise disciplined except by an affirmative vote of two-thirds (2/3) of the members of the Board of Directors present and voting at a regular meeting of the Board.
For any cause other than non-payment of fees, expulsion or suspension shall occur only after the member complained against has been advised of the complaint against him/her; been afforded an opportunity to retain and be represented by counsel; and been given a full opportunity to be heard by the Board. Such member, if removed or suspended, may appeal the decision of the Board to the Membership at its meeting next following the meeting of the Board which decided the matter.
Aritcle IV - Officers and Directors
The Officers of this Association shall be a President, Vice President, Treasurer, and Secretary.
The Board of Directors of the Association shall include the Officers of the Association, five (5) elected Directors and the Immediate Past President. The Directors shall be elected from among the members of the Association in good standing. Any member so elected may continue to serve as Director only during such period as he/she continues to be a member of the Association in good standing.
The Officers and the Board of Directors, with the exception of the Immediate Past President, shall be elected by a majority of the members of the Association present at a quorum at the annual meeting and shall in all cases hold over until their successors are elected and installed. New term of office begins upon adjournment of the annual meeting.
Officers are to be elected for two (2) years. The Officers, with the exception of the Secretary and Treasurer, may not succeed themselves in the same office, except insofar as it shall be in the best interest of the Association to do so.
Directors shall be elected for a term of three (3) years. Directors may not succeed themselves, except insofar as it shall be in the best interest of the Association to do so.
Whenever possible, all Officers, Directors and members of Committees shall be reimbursed for their reasonable and necessary expenses incurred in connection with the business of the Association.
Article V - Duties of Officers
Section 1 The President
The President shall preside at the Association’s Annual, Regular and Special Meetings and act as chairman of the Board of Directors.
The President shall serve as chief executive officer, exercising general supervision over the work and activities of the Association, and perform such other duties as usually pertain to the office of President.
The President shall be Ex-Officio member of all Committees.
The President, acting as chairman 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.
Section 2 Vice President
The Vice President shall perform the duties of and have the same authority as the President in the event of the temporary absence or incapacity of the President.
The Vice President, in addition to the President, shall be Ex-Officio member of all Committees.
The Vice President shall perform such other duties as ordinarily pertain to the office or as may be assigned to him by the president or the Board of Directors.
Section 3 Secretary
The Secretary shall keep a full and correct report of the proceedings of the Association and of the Board of Directors and also a record of the names and addresses of places of business of the members of the Association, and shall give all notices of meetings and attend to all duties usual to the office.
Section 4 Treasurer
The Treasurer shall collect the annual dues and all monies due the Association and 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 the finances of the Association at the Annual Meeting. The books and records are to be reviewed annually and a financial statement shall be prepared by an independent accounting firm appointed by the Board of Directors. The Treasurer shall be covered for the faithful discharge of his/her duties by a fidelity bond in such sum a shall be determined by the Board of Directors, to be issued annually by an incorporated surety company, the premium to be paid by the Association.
Article VI – Meetings
The annual meeting of the Association shall be held as prescribed in the Articles of Incorporation with at least thirty (30) days notice being given to each member.
Special meetings of the Association may be called by the President or upon the written request of any three members as of the last Annual Meeting, presented 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 ten (10) days notice of the date and purpose of the meeting, but no business shall be discussed or transacted at such Special Meetings other than the special business mentioned in the notice.
Thirty (30%) (up the one hundred percent (100) ) of the total number of votes entitled to the cast, as of the date of the last Annual Meeting, shall constitute a quorum and be necessary for the transaction of business at any Annual or Special Meeting of the Association.
Regular meetings of the Board of Directors shall be held monthly from September to June. Notice of the meeting, address of each member at least ten (10) days before the time appointed for the meeting. The President may, when he deems necessary, issue a call for a Special Meeting of the Board, and only five (5) days’ notice shall be required for such Special Meetings.
A quorum of the Board of Directors shall consist of six (6).
The Board of Directors shall have general charge and management of the affairs, funds and property of the Association. They shall have full power and it shall be their duty to carry out the purposes of the Association according to its By-Laws. Section 7 The order of business at Regular and Special Board Meeting shall be at the discretion of the President.
Article VII – Committees
Section 1 Executive Committee
There shall be an Executive Committee composed of the officers and directors and the immediate past president. It shall be the duty of this committee to act for this Association at times other than regular meetings of the Association.
Section 2 Nominating Committee
There shall be a Nominating Committee consisting of the Immediate Past President and three (3) members appointed by the President at the Regular Board meeting three (3) months prior to the Annual Meeting. It shall be the duty of this Committee to present to the Annual Meeting a list of candidates for Offices and Directors.
It shall be the duty and 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 the prospective offices and to further the work and function of the Association.
Article VII – Committees
Section 1 Officer Vacancies
A. 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. In the event that all of the above mentioned Offices are unable to serve as the result of a catastrophe or common disaster, the most Immediate Surviving Past President is hereby mandated to call a Special Meeting for the purpose of receiving nominations and holding a general election to fill all Officer vacancies. During this interim period, this Past President shall function as President and have the full authority of the office of President.
B. In the event of a vacancy in any elective office other than President, such vacancy shall be filled by the Board of Directors for the balance of the term that is vacant. Such appointment shall not be construed as a term as defined in Article IV, Section 4.
C. Succession to the Presidency due to a vacancy shall not be construed as a term defined in Article IV, Section 4.
Section 2 Directorship Vacancies
In the event of a vacancy in a Directorship, such vacancy may be filled by vote of a majority of the Board of Directors then in office, regardless of their number. A Director elected 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 successor is elected and qualified. Election as a Director due to a vacancy shall not be construed as a term as defined in Article IV, Section 5.
Article VII – Committees
These By-Laws may be amended at any Annual Meeting by a two-thirds vote of those members present. Notice of proposed changes must be given in the call for said meeting at least thirty (30) days in advance.
Section 2 Nominations
Nominations for the elective Offices and Directors prescribed in these By-Laws shall be made either through the medium of the Nominating Committee, appointed by the President for such purposes, or by written nominating petition by 3 members in good standing, 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 a list of candidates for office, as determined by the Nominating Committee, at least ten (10) days prior to the Annual Meeting. Notice shall be deemed to have been served when published in the official bulletin of this Association.
Section 3 Standing Committees
At the first meeting of the Board of Directors after their election, or as soon thereafter as practicable, the President shall appoint the following committees to consist of as many members as seems advisable: MEMBERSHIP COMMITTEE, PROGRAM COMMITTEE, LEGISLATIVE COMMITTEE AND PROJECT INVEST COMMITTEE.
It shall be the duty of each of the chairpersons so appointed to name the balance of his committee. The duties of these standing committees shall be the ones that usually pertain to committees of this character.
Section 4 Special Committees
The Board of Directors may, at any time, appoint other committees on any subject for which there are no standing committees, for the purpose of facilitating the business of the Association. The term of such Committees shall cease upon the completion of their special work or at the date of the Annual Meeting. Such Committees shall be subject to the will of the Association and may be discharged or discontinued at any time by action of the Board of Directors.
Section 5 Committee Quorum
A majority of any committee of the Association shall constitute a quorum for the transaction of business, unless any committee shall by a majority vote of its entire membership decide otherwise.
Section 6 Committee Vacancies
The various committees shall have the power to fill vacancies in their membership.
Article X – Parliamentary Authority
“Roberts’ Rules of Order” shall be the Parliamentary Authority in all matters or procedures not specifically covered by these By-Laws and to the extent notinconsistent with applicable statutory authority, including but not limited to the New York Not For Profit Corporation Law.
Article XI – Indemnification
In general. The Association shall indemnify each member of its Board and each of its Officers as described in Article IV; each of its employees designed for indemnification by the Board; and each member or alternate of a committee as described in Article VII; and each person serving at the request of the Association as a Trustee, Director, Officer or Member, or another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise (hereinafter all referred to more generally as “directors and officers”) for the defense of civil or criminal actions or proceedings as hereinafter provided in this Article XI.
Non-Derivative Action. In the case of an action, whether civil or criminal, other than one by or on behalf of the Association to procure a judgment in its favor, the Association shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or any appeal there from, where such costs and expenditures shall have been imposed or asserted against such director or officer, by reason of his or her being or having been a director or officer, but only in the event that a determination shall have been made, either judicially or in the manner hereinafter provided, that such director or officer acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Association and, in the case of a criminal action, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if the Association shall be advised by its Board that the director or officer has met the aforestated standard of conduct. In rendering such advice, the Board shall act either (1) by a quorum consisting of directors who are not parties to such action, or (2) if a quorum under “(1)” is not obtainable with due diligence, upon the opinion in writing of independent legal counsel. If the foregoing determination is to be made by the Board, it may rely, as to all questions of law, on the advice of independent legal counsel.
Derivative Action. In the case of an action whether civil or criminal, by or on behalf of the Association to procure a judgment in its favor, the Association shall indemnify each of its directors and officers, as aforesaid, from and against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by any such director or officer in connection with such action or an appeal there from, except with respect to matters as to which such director or officer is adjudged, pursuant to the method described in Section 2 hereof, to have breached his or her duty to the Association by not discharging his or her obligations to the Association in good faith and with that degree of diligence, care and skill which ordinarily prudent men would exercise under similar circumstances in like positions. However, as regards an action described in this Section 3, no indemnification shall be made by the Association for amounts paid in settling or otherwise disposing of a threatened or pending action or for expenses incurred in defending either a threatened action or a pending action which is settled or otherwise disposed of without court approval.
Applicability. Every reference in this Article XI to a member of the Board or an Officer of the Association shall include every director and officer thereof or former director and officer thereof. The right of indemnification herein provided for shall be an addition to any and all rights to which any director or officer of the Association otherwise might be entitled and the provisions hereof shall neither impair nor adversely affect such rights.