Print Page   |   Contact Us   |   Sign In   |   Join
Bylaws
Share |

Bylaws


Article I - Name

Article IX - Annual Meeting of Members

Article II - Purpose

Article X - Fiscal Year

Article III - Registered Office and Agent

Article XI - Amendments

Article IV - Membership

Article XII - Contracts, Budgets, Checks, Deposits and Funds

Article V - Directors

Article XIII - Association Insignia

Article VI - Officers

Article XIV - Books and Records

Article VII - Committees

Article XV - Code of Ethics

Article VIII - Indemnification


ARTICLE I - Name

Back to Top

The name of the Association is the Illinois Association of Mutual Insurance Companies as incorporated under the laws of the State of Illinois and hereinafter referred to as "the Association.”

ARTICLE II - Purpose

Back to Top

The purposes of the Association are: to encourage, develop and maintain cooperation and communication between insurance companies and insurance associations that are domiciled or do business in the State of Illinois; to publicize and support matters that are beneficial to the Association, its members and the insuring public; to generally undertake and/or support activities that are of service and benefit to the insurance industry and the insuring public.

ARTICLE III - Registered Office and Agent

Back to Top

The registered office of the association shall be the Executive Director's location. The registered agent of the association shall be the Executive Director.

ARTICLE IV - Membership

Back to Top

SECTION 1 - Classes of Membership. The Association shall have two classes of membership:

(a) Voting Member. Any insurance company incorporated under the laws of the State of Illinois.

(b) Associate Member. Any insurance company not incorporated under the laws of the State of Illinois, and any industry-related firm, business or association.

SECTION 2 - Membership Approval; Suspension, Expulsion or Resignation from Membership.

Those firms, business or associations having filed application for membership and having been approved by majority vote of the Board of Directors of the Association (the "Board”) shall be classified as members. The Board shall have the right to reject any application for membership and shall have the right to suspend or expel any member who does not comply with the Bylaws of this Association, provided, however, that expulsion for cause other than failure to pay dues shall require the affirmative vote of two-thirds of the members of the Board after the member shall have had an opportunity for a hearing before the Board. By majority vote of the Board, a member may be suspended or expelled for failure to pay dues.

Any member may resign by filing a written resignation with the Secretary-Treasurer, but such resignation shall not relieve the member of the obligation to pay dues or other charges theretofore accrued and unpaid.

SECTION 3 - Dues.

Each member shall pay annual dues in an amount to be established by the Board from time to time. Dues shall be payable annually in advance on or about the first day of February in each year, and dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership for the remainder of the year. When any voting member or associate member shall be in default in the payment of dues for a period of two months from the date on which such dues became payable, the Board may terminate membership as provided in Section 2 hereof. In such event, the Board may allow the defaulting member an opportunity for a hearing before the Board.

SECTION 4 - Voting at Annual Meetings, Special Meetings of the Association.

Each voting member shall be entitled to one vote on any issue to come before a meeting of the members. Cumulative voting and voting by proxy shall not be allowed, and associate members shall have no voting rights. Voting on any question or in any election may be by voice unless the Chairman of the meeting shall direct or any member shall demand voting by ballot. If 50% plus one of the voting membership is registered at the annual convention of the association, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members, unless the vote of a greater number is required by law or by the provisions of the Articles of Incorporation of the Association or by these Bylaws. If 50% or less of the voting membership is registered at the annual convention, the affirmative vote of two-thirds of those members represented at the meeting shall be the act of the members, unless the vote of a greater number is required by law or by the provisions of the Articles of Incorporation of the Association or by these Bylaws.

Thirty-three percent of the voting membership may call a special meeting of the association. These members must submit a petition, signed and dated by the delegate of the voting members, to the association Executive Director. Special meetings of the association must be held within 30 days of the receipt of the petition by the Executive Director. If 50% plus one of the voting membership is present at the special meeting, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members, unless the vote of a greater number is required by law or by the provisions of the Articles of Incorporation of the Association or by these Bylaws. If 50% or less of the voting membership is present at the special meeting the affirmative vote of two-thirds of those members represented at the meeting shall be the act of the members, unless the vote of a greater number is required by law or by the provisions of the Articles of Incorporation of the Association or by these Bylaws.

ARTICLE V - Directors

Back to Top

SECTION 1 - Governance.

The governance and direction of the Association shall be vested in a Board consisting of ten members, and the Board shall have the power to delegate assigned duties to such individuals or committees as the Board shall from time to time deem appropriate. Each member of the Board and each officer of the Association shall comport with the Association’s code of ethics.

SECTION 2 - Composition and Number.

The Board shall consist of two members fromthe northern region, two members from the southern region and two members at large as hereinafter specified, and the following four officers of the Association: Chairman, Chairman-Elect, Vice-Chairman and Secretary-Treasurer. Such officers shall serve the membership at large. TheExecutive Directorof the Association shall not be a member of the Board.

SECTION 3 - Qualifications.

In order to be eligible to serve as a director of the Association, a candidate must be an officer, director or employee of a voting member of the Association.

SECTION 4 - Term of Office.

Board members representing shall be elected to a three-year term. The Association officers shall serve a one-year term on the Board. Directors shall commence their terms on the first day of November following their election, such first day of November being the start of the Association’s fiscal year.

SECTION 5 - Vacancies.

Vacancies shall be created by the death, resignation, ineligibility or inability of a member of the Board to continue service. Failure to attend three consecutive Board meetings shall be considered a tender of resignation from the Board, which tender of resignation may be accepted or rejected by the Board as it shall deem appropriate. The Board shall have the power to determine the ineligibility or inability of a director to continue service. Any Board member of the Association shall create a vacancy on the Board from such geographical region, which vacancy shall be filled by the members for the remaining term. Any other vacancy shall be filled by appointment of the Board until the next annual meeting.

SECTION 6 - Meetings.

The Board shall have regular quarterly meetings, one of which may be at the time of the annual meeting of the members, and may convene special meetings upon the call of the Chairman of the Board or by notice of theExecutive Director upon the request of at least four directors.

The Board of Directors, the Executive Committee, and/or any other committee appointed by the Chairman, Executive Committee or the Board may convene any meeting (with the exception of the Annual Meeting of the association) by telephone or other electronic means, provided that all Board or committee members shall be able to contemporaneously participate in the meeting and engage in deliberations with all other participants. Under this Section, meetings may be convened whereby all Board or committee members participate by telephone or other electronic means, or whereby some members attend by such means and others attend in person.

SECTION 7 - Geographical Regions.

A voting member shall represent the geographical region in which it maintains its principal office and thegeographical regions shall be as follows:

a) North. The North region shall consist of Jo Daviess, Stephenson, Winnebago, Boone, McHenry, Lake, Carroll, Ogle, Whiteside, Lee, De Kalb, Kane, Du Page, Cook, Rock Island, Mercer, Henry, Bureau, La Salle, Kendall, Grundy and Will,Henderson, Warren, Knox, Stark, Peoria, Woodford, Marshall, Putnam, Livingston, Kankakee, Hancock, McDonough, Fulton, Tazewell, McLean, Ford, Iroquois Counties.

c) South. Adams, Schuyler, Brown, Cass, Mason, Menard, Logan, De Witt, Piatt, Champaign, Vermilion, Pike, Scott, Morgan, Sangamon, Christian, Macon, Shelby, Moultrie, Douglas, Coles, Edgar, Calhoun, Greene, Jersey, Macoupin, Montgomery, Cumberland, Clark, Madison, Bond, Fayette, Effingham, Jasper, Crawford, St. Clair, Clinton, Marion, Clay, Richland, Lawrence, Monroe, Washington, Jefferson, Wayne, Edwards, Wabash, Randolph, Perry, Franklin, Hamilton, White, Jackson, Williamson, Saline, Gallatin, Union, Johnson, Pope, Hardin, Alexander, Pulaski and Massac Counties.

SECTION 8 - Voting at Directors’ Meetings.

Six members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and an act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statute, the Articles of Incorporation of the Association or these Bylaws. No director may act by proxy on any matter.

SECTION 9 - Compensation.

Board members shall serve the Association without compensation, but shall be entitled to reimbursement for expenses reasonably incurred on behalf of the Association.

ARTICLE VI - Officers

Back to Top

SECTION 1 - Designation, Selection and Term.

The Officers of the Association shall consist of a Chairman, Chairman-Elect, Vice-Chairman, Secretary-Treasurer and Executive Director. The Chairman-Elect, Vice-Chairman and Secretary-Treasurer shall be elected by the voting members for a one-year term at their annual meeting and shall take office on November 1 following such election. No person who has served a full-term as Chairman-Elect or Vice-Chairman shall be eligible to serve a consecutive term in the same office. The Chairman-Elect shall automatically succeed to the Office of Chairman upon the expiration of the Chairman’s one-year term, or upon the death, resignation, ineligibility or inability of the Chairman to serve.

The Executive Director, who shall have general management of the Association’s day-to-day affairs subject to the supervision of the Board and Executive Committee, shall be selected by the Board and employed by the Association upon such terms and conditions as shall be determined by the Board.

SECTION 2 - Vacancies.

A vacancy in the office of Chairman shall be filled by the Chairman-Elect; a vacancy in the office of the Chairman-Elect shall be filled by the Vice-Chairman; a vacancy in the office of Vice-Chairman shall be filled by appointment of the Board; a vacancy in the office of Secretary-Treasurer shall be filled by appointment of the Board.

SECTION 3 - Removal.

Any officer elected or appointed by the Board may be removed by two-thirds affirmative vote of the Board whenever, in its judgment, the best interests of the Association would be served thereby.

SECTION 4 - Duties of Officers.

a) Chairman. The Chairman shall be Chief Executive Officer of the Association and shall preside at all meetings of the members, the Board and Executive Committee; shall appoint committees except as otherwise provided in the Bylaws, and perform such other duties as may be assigned by the Board or the Executive Committee. The Chairman shall be an ex-officio member of all committees. The Chairman or acting Chairman shall cast a vote on any issue that shall come before the Board only in the event of a tie.

b) Chairman-Elect. The Chairman-Elect shall succeed the Chairman in office and shall act in the place of the Chairman in the absence or inability of the Chairman to serve. The Chairman-Elect shall perform such duties as may be assigned from time to time by the Chairman, the Board or the Executive Committee. Before the close of the annual meeting immediately prior to the November 1 on which the Chairman-Elect shall assume the office of Chairman, the Chairman-Elect shall announce committee appointments for the next ensuing year.

c) Vice-Chairman. The Vice-Chairman shall act in place of the Chairman or the Chairman-Elect in the absence or inability of the Chairman and/or the Chairman-Elect to serve. The Vice-Chairman shall perform such duties as may be assigned from time to time by the Chairman, the Board, or the Executive Committee.

d) Secretary-Treasurer. The Secretary-Treasurer shall be the chief financial officer of the Association and shall, with the assistance of the Executive Director, maintain the books and records of the Association. The Secretary-Treasurer shall supervise Association funds, securities and disbursements. Disbursements shall be made by check issued and signed in accordance with administrative rules adopted by the Board from time to time. The Secretary-Treasurer or designee shall keep minutes of all meetings of the Board and the Executive Committee.

The Board may designate an Assistant Secretary-Treasurer to perform the duties of the Secretary-Treasurer during in the absence or inability of the Secretary-Treasurer to serve. The Assistant Secretary-Treasurer shall perform such duties as may be assigned by the Board, the Executive Committee or the Secretary-Treasurer.

e) Executive Director. The Executive Director shall be responsible for the day-to-day management and operation of the Association subject to the supervision of the Board and Executive Committee. TheExecutive Directorshall serve as ex-officio member of all Committees except the Nominating Committee.

ARTICLE VII - Committees

Back to Top

a) Executive. There shall be an Executive Committee Consisting of the Chairman, Chairman-Elect, Vice-Chairman and Secretary-Treasurer. The Executive Committee shall act for the Board between meetings.

b) Government Relations. There shall be a Government Relations Committee consisting of the Chairman, Chairman-Elect, Executive Director and six at large members. Members shall be appointed by the Chairman for three-year terms. Each year the Chairman shall appointtwo members to fill the vacated seat for a three-year term. The Chairman-Elect shall appoint the Committee Vice Chairman.

c) Nominating. The Nominating Committee will be composed of the four immediate past Chairmen, willing and able to serve, along with the second year directors representing the Association from each region with the most recent attending past Chairman serving as Chair of such committee. The Committee’s duty shall be to present nominations for all officers and directors to be elected by the Association at its annual meeting. The Nominating Committee shall submit a slate of candidates for officers and directors to the members at least 90 days prior to the annual meeting. Nominations from the member companies, which are to be submitted in writing to the Executive Director, shall be open up to 60 days prior to the annual meeting. The final slate of all candidates for officers and directors shall be submitted to the membership at least 30 days prior to the annual meeting.

d) Education. There shall be an Education Committee responsible for the education programming of the association. The Chairman–Elect shall select the Committee Chairman for the following term.

e) Other Committees. The Chairman may appoint such other committees as the Chairman, Executive Committee or the Board shall deem appropriate to the governance of the Association.

Unless otherwise provided herein, a Committee shall continue as such until the next annual meeting. The Chairman may fill a vacancy on any Committee if a method for filling any such vacancy is not otherwise provided herein. Each Committee may adopt rules for its own governance not inconsistent with these Bylaws or rules adopted by the Board. Authority of a Committee may be exercised without a meeting if an action taken by the Committee is signed by all Committee members. The Executive Director of the Association shall serve as the representative to the National Association of Mutual Insurance Companies (NAMIC). In the event the Executive Director is unable or unwilling to serve in such capacity, then the Chairman shall appoint an alternate. Committee members shall not be entitled to receive compensation for their services, but shall be entitled to reimbursement for expenses reasonably incurred on behalf of the Association.

This Association shall sponsor an Auxiliary to be composed of people who are associated with mutual insurance and who shall have registered attendance at the annual meeting of the Association. The Auxiliary shall elect a Executive Director, a Executive Director, a Secretary, and such other officers as it may deem appropriate. It shall makes such rules and regulations, hold such meetings and transact such business as it may deem proper, provided the Association shall not be obligated for any expense or other obligation incurred by the Auxiliary which has not been approved by the Board. This Association shall pay from time to time to the Auxiliary such sums as the Board shall authorize as proper for assistance in the work of the Auxiliary. All members of the Auxiliary shall have the privilege of the floor and may participate in other activities of the Association.

ARTICLE VIII - Indemnification

Back to Top

The Association shall and does hereby indemnify and hold each of its officers, directors, employees and committee members (and former officers, directors, employees and committee members) harmless from and against any and all claims, suits, damages, judgments and expenses arising from or in connection with their services for or on behalf of the Association, provided however, that this Article shall not apply in the event of gross negligence or willful misconduct in the performance of their Association duties.

Should a claim be made against the Association’s Director’s & Officer’s insurance policy, the deductible will be paid with Association funds.

ARTICLE IX - Annual Meeting of Members

Back to Top

The time and place of the annual meeting shall be designated by the Board and announced at least 90 days in advance of such meeting.

ARTICLE X - Fiscal Year

Back to Top

The fiscal year of the Association shall commence on the first day of November in each year and shall end on the 31st day of October in the next ensuing year.

ARTICLE XI – Amendments

Back to Top

SECTION 1 - Votes Required.

The Articles of Incorporation and/or Bylaws of the Association may be amended by a two-thirds affirmative vote by the members present and voting at any annual meeting or a special meeting called for that purpose.

SECTION 2 - Recommendations for Amendments.

The Board shall consider and make such recommendations for amendment of the Articles of Incorporation and/or Bylaws of the Association as it shall deem appropriate. Any member may submit recommendations for amendments to the Board by written proposal delivered to the Executive Director at least 90 days in advance of a meeting at which such amendment shall be considered. Upon approval by the Board, the Executive Director shall cause a copy of the proposed amendment to be delivered to each member at least 30 days prior to such meeting. The Board may, but need not, endorse any such amendment to be considered by the voting members of the Association.

ARTICLE XII - Contracts, Budgets, Checks, Deposits and Funds

Back to Top

SECTION 1 - Contracts.

The Board may authorize any officer or officers to enter into any contract or execute and deliver contracts in the name of and on behalf of the association and such authority may be general or confined to specific instances.

SECTION 2 - Budgets.

The Board shall cause an annual budget to be prepared by the Executive Director, which budget shall be approved by the Board and shall thereafter be available for review by any member upon request. The Board shall have the authority to amend such budget as circumstances shall require, and shall adopt such rules as are appropriate to the annual preparation and/or publication of the budget.

SECTION 3 - Checks and Drafts.

All checks, drafts or other orders for the 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 the Board.

SECTION 4 - Deposits.

All funds of the Association shall be deposited from time to time to the credit of the Association in such bank or other depository as the Board shall determine.

SECTION 5 - Gifts to the Association.

The Board may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.

ARTICLE XIII - Association Insignia

Back to Top

The insignia of the Association may be used by any member of the Association.

ARTICLE XIV - Books and Records

Back to Top

The Association shall maintain correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board and committees having any of the authority of the Board, and shall maintain a current list of the names, addresses and telephone numbers of all voting and associate members at the principal office of the Association. All books and records of the Association may be inspected by any member upon reasonable notice and at reasonable times. The Board shall retain the services of an outside auditor to audit the financial records of the Association on an annual basis, and may secure such services or other professional services upon the terms and conditions as the Board shall approve from time to time.

ARTICLE XV - Code of Ethics

Back to Top

The Code of Ethics for employees, officers and directors of this Association as approved or amended from time to time by the Board shall be attached to these Bylaws as an exhibit.

Revised: August 13, 2007

Membership Software Powered by YourMembership  ::  Legal