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Bylaws of the National Association of Professional Allstate Agents, Inc.

Revised November 11, 2014

ARTICLE I NAME

The name of this voluntary organization shall be "The National Association of Professional Allstate Agents" hereinafter referred to as NAPAA. It shall be a non-profit, non-political, non-partisan, non-sectarian, non-charitable corporation established pursuant to Section 201 of the New York Not-for-Profit Corporation Law as amended, and there shall be no limitations on Membership based on race, sex, religious creed or political officiations. 

ARTICLE II OBJECTS

The objects of this Association shall be:

Section 1. To unite in common organization those insurance agents with common professional connections to promote and maintain effective communications and relations between members and the companies with which they are affiliated;

Section 2. To foster and encourage fellowship among members;

Section 3. To formulate and maintain ethical standards for the guidance of its members in their relations with each other and the public;

Section 4. To acquire, assemble, preserve and disseminate valuable business information among members;

Section 5. To promote and encourage the enactment of fair and reasonable laws and ordinances affecting the membership;

Section 6. To do all such lawful acts necessary or proper to promote the general welfare of the members and for the accomplishment of any objects herein set forth or which shall be recognized as proper or lawful acts of a trade association.

ARTICLE III MEMBERSHIP

Section 1. Classes of Membership. There shall be two classes of membership: Active and Associate

a. Active Members of NAPAA shall consist of Agents under contract with Allstate Insurance Company and those retired and terminated agents of Allstate Insurance Company upon payment of dues.

b. Other persons or organizations may become Associate Members upon approval of the Board of Directors and payment of dues, provided such members shall be non-voting members. 

Section 2. Active members shall have all rights of membership, including the right to make motions at the Assembly of Members, vote and run for and hold office.

Section 3. The Board of Directors shall ensure that there are no more than 10% Associate members at any one time.

Section 4. Membership in this Association shall be confidential. Distribution or use of the membership list, including contact information, shall not be for any reason other than official business of the Association, as approved by the Board of Directors.

Section 5. Membership Dues. Dues shall be paid by both Active and Associate Members. 

a. Annual dues shall be set by the Board of Directors. 

b. The Board of Directors shall determine methods of payment.

c. Members whose dues are in arrears more than 30 days shall forfeit their membership and lose all privileges of membership. Such privileges may be reinstated upon payment of dues, without payment of a penalty; however Officers or Directors losing their privileges under this Section shall not be eligible for automatic reinstatement to their office or directorship.

Section 6. Members may be punished up to and including termination of membership, for cause, which shall include violation(s) of these Bylaws or the standing rules. 

a. Charles shall be presented in writing and sent to the President and Secretary (electronic submission acceptable).

b. No more than ten days after receipt of charges, the President or Secretary shall send to the Board of Directors a call for a special meeting of the Board to consider the charges. No other business shall be considered at such a special meeting of the Board.

c. At the Board of Directors meeting called for the purpose of hearing the charges, the accused member and the Board shall each have the right to be represented by counsel.

d. A 2/3 vote of the Board shall be required for punishment. While financial penalties may not be assessed, a member punished by the Board may be required to reimburse the Association for expenses incurred in the investigation and processing of the complaint. Further, if the charges against the member are found to be frivolous or punitive in nature, the Board, at its sole discretion, may require the complaining member to reimburse the Board for expenses incurred in the investigation and processing of the complaint.

ARTICLE IV OFFICERS AND DIRECTORS

Section 1. The Association shall be governed by a Board of Directors comprised of four officers and for or more additional Directors. The Officers of the Association shall be President, Executive Vice President, Secretary and Treasurer.

Section 2. There shall be four (4) at large Directors.

Section 3. The President shall be authorized to appoint additional Directors or to name a replacement for any vacancy on the Board of Directors with approval of a majority of the members of the Board of Directors.

Section 4. Eligibility

a. Only Active Members, as defined in Article III Members, Section 1, shall be eligible to serve as an officer or director.

b. The President and Executive Vice President shall have at least one term of service as an Officer or Director to qualify for election. 

Section 5. Term of Office

a. Officers and Directors shall assume their duties immediately following their election and shall serve for two years or until their successors are duly elected.

b. Officers may succeed themselves for one additional term before a one year required break in service. Following this required break in service, officers may begin their service anew. Proviso: Service prior to June 1, 2015 shall not be counted in this limit.

c. Officer terms shall be staggered, with the President, Treasurer and two Directors in odd-numbered years and the Executive Vice President, Secretary and two Directors elected in even-numbered years. 

ARTICLE V ELECTION AND VACANCIES

Section 1. Nominations

a. The Board of Directors shall appoint a Nominating Committee consisting of at least three members of the Board; the President shall be prohibited from service on this committee. The Nominating Committee may select its own chairman.

b. Nominations and declarations for those positions eligible for election shall be accepted by the Nominating Committee between April 1 and April 30. The Nominating Committee may also identify and solicit candidates for Officers and Directors. The Nominating Committee shall submit a slate of candidates for election to the membership by May 10.

c. In order to become a nominee for office, a candidate shall sign such compliance-related paperwork as may be required of all serving board members.

Section 2. Elections

a. Elections shall be conducted by electronic balloting, using a vendor approved by the Board of Directors.

b. Individuals must hold membership ten days prior to the beginning of the balloting period to be eligible to vote.

c. Members shall have a period of fourteen days during the month of May to cast their vote. The candidate receiving the most votes for a particular office(s) shall be elected. Ties shall be resolved by lot.

d. In the event that a nominee is unopposed at the close of nomination, no annual election need be conducted for that position. All such nominees shall be duly elected by default on May 31.

Section 3. Vacancies

Vacancies shall be filled as follows:

a. In the event of the death, resignation or incapacity of the President, the Executive Vice President shall assume the duties of the President until the next election.

b. In the event of vacancy in any other office or directorship, the President shall appoint a successor subject to confirmation by the Board of Directors, to serve until the next election, at which time an election shall be held. 

ARTICLE VI DUTIES OF THE OFFICERS AND DIRECTORS

Section 1. The officers and directors shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Association.

Section 2. The President shall:

a. Preside at all meetings of the Board of Directors and the NAPAA Assembly of Members.

b. Perform such other duties as shall be required by the parliamentary authority or the Board of Directors. 

c. Have the right to invite staff and consultants to attend meetings of the Board of Directors without voice or vote.

d. Serve as an ex officio member of all committees except the Nominating Committee and any disciplinary committees.

Section 3. Executive Vice President

The Executive Vice President shall assume the duties of the President for the unexpired term in case of death, resignation or incapacity of the President and shall serve in such other capacities as assigned by the President. The Executive Vice President shall preside at meetings of the Board of Directors and the NAPAA Assembly of Members in the absence of the President. 

Section 4. The Secretary shall:

a. Maintain the minutes of all meetings.

b. Sign all contracts, together with the President or the Executive Director.

c. Sign other legal documents as required.

Section 5. The Treasurer shall sign checks and communicate with the accountant and the Board of Directors on budget and financial matters. Check signing authority may be designated to the NAPAA Staff, with the approval of the Board of Directors.

Section 6. Directors shall attend meetings of the Board of Directors and perform such functions as required by these Bylaws or approved by the Board of Directors. 

ARTICLE VII EXECUTIVE DIRECTOR

Section 1. Authorization

The Board of Directors may hire an Executive Director.

Section 2. Reporting Relationship

The Executive Director shall report to the Board of Directors as a body, and not to an individual Officer.

Section 3. The Executive Director shall:

a. May serve as official spokesperson for NAPAA in accordance with Article IX, Section 2.

b. Attend all meetings of the Board of Directors with voice, but without vote.

c. Perform other duties as assigned by the Board of Directors, including such duties as might otherwise be assigned to a specific Officer; except that in no instance shall the Secretary's duty to cosign contracts be assigned to the Executive Director. 

ARTICLE VIII ASSEMBLY OF MEMBERS

Section 1. The gathering of the membership shall be known as the Assembly of Members. The date and location of an Assembly of Members shall be determined by the Board of Directors.

Section 2. Notice of the Assembly of Members shall be provided to each member at least thirty days, but not more than 50 days, prior to the meeting. Electronic notice shall be permitted.

Section 3. Notice of the Assembly of Members shall include the date and location of the meeting.

Section 4. Each voting member present at the Assembly of Members shall have one vote. No proxy or absentee voting shall be allowed.

Section 5. A quorum at any Assembly of Members shall be more than half of those registered as in attendance at the Assembly of Members.

ARTICLE IX BOARD OF DIRECTORS

Section 1. Composition

The Officers and Directors shall comprise the Board of Directors. The Board shall have the right to invite staff and consultants to attend meetings of the Board of Directors without voice or vote. 

Section 2. Duties and Powers

a. The Board of Directors shall have full power and authority over the affairs of the Association except for amending these Bylaws and election of officers and directors. Presidential appointments shall be subject to Board ratification.

b. The Board of Directors shall oversee the financial affairs of NAPAA, approving the budget and reviewing any audit or financial review of the Association's books. The Board may designate additional signers for any financial accounts should such action be deemed appropriate by the Board.

c. Any property held by NAPAA may be leased, mortgaged or sold by the Board of Directors without a vote of the general membership.

d. The Board of Directors shall determine who shall serve as the official spokesperson for NAPAA on a particular subject.

Section 3. Compensation

No compensation of any kind shall be paid to any officer or director for the performance of duties as an officer or director. This shall not in any way limit reimbursement of or any payment for services provided to the Association by the officer or director in any capacity separate from the individual's responsibilities as director.

Section 4. Meetings

a. Unless otherwise ordered by the Board, regular meetings shall be held on the first Wednesday of each even-numbered month.

b. Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board. Three days prior notice shall be given for all special meetings of the Board.

c. Meetings may be held via telephone conference call or other electronic methods, provided that all members of the Board have access to the means of communication. Only one electronic communication line per invited attendee shall be allowed during Board meetings. Attendees shall be limited to the number of participants that the communication system can support.

Section 5. Immunity Clause

There shall be no personal liability on the part of, and no cause of action of any nature against, any member of the Board of Directors for actions or omissions while performing their normal duties on the Association's behalf except in the case of gross negligence or willful and reckless misconduct.

ARTICLE X COMMITTEES

Section 1. Executive Committee

There shall be an Executive Committee consisting of President, Executive Vice President, Secretary and Treasurer. The committee may act on behalf of the Board of Directors. However, their actions are subject to ratification by the Board of Directors.

a. The President shall chair this committee. This committee may not rescind, expunge or otherwise alter actions already taken by the full Board. There may be called meetings of the committee by one or more members.

b. Twenty-four hour prior notice of any Executive Meeting shall be given, and such notice shall include the items to be considered at that meeting.

c. Meetings may be held via telephone conference call or other electronic methods, provided that all members of the Executive Committee have access to the means of communication. Only one electronic communication line per invited attendee shall be allowed during Board meetings. Attendees shall be limited to the number of participants that the communication system can support.

Section 2. Finance Committee

A Finance Committee composed of the Treasurer and other members shall be appointed by the President promptly after the election of the Treasurer. IT shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of June, and to submit it to the Board no later than the August Board of Directors meeting. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote. 

Section 3. Auditing Committee

An Auditing Committee shall be appointed by the President, whose duty it shall be to review the documentation related to the Treasurer's accounts at the close of the fiscal year and to report at the first meeting after such documentation has been prepared and reviewed. The Treasurer is excluded from service on this committee.

Section 4. Other committees shall be appointed by the President as needed, except the Nominating Committee, which shall be established by the Board in accordance with Article V, Section 1. 

ARTICLE XI FINANCES, INDEMNIFICATION AND INSURANCE

Section 1. The fiscal year shall commence on June 1, and shall end on May 31.

Section 2. The BOD shall designate the Treasurer and one additional officer or director to be signatories on all financial accounts.

Section 3. Indemnification

The Association shall, to the fullest extent now or hereafter permitted by laws, indemnify any person made, or threated to be made, a party to any action or proceeding by reason of the fact that he or she or his or her testator was a Director, officer, employee or agent of the Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification may be made to or on behalf of any such persons if (a) his or her acts were committed in bad faith or were result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.

Section 4. Insurance

The Association shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Association including insurance to indemnify the Association from any obligation which it incurs as a result of its indemnification of Directors, Officers and employees pursuant to Section 3 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 3 above.

ARTICLE XII PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules or order the Association may adopt. 

ARTICLE XIII EXTERNAL POLICIES AND DISCLAIMERS

Section 1. This Association is not a part of and in no way speaks for Allstate Insurance Company. 

Section 2. The opinions or actions of NAPAA or any of its Members do not necessarily reflect the views of Allstate Insurance Company nor its affiliates. Nor do the views of any individual member necessarily reflect the views of NAPAA.

ARTICLE XIV DISSOLUTION

On dissolution of this Association, all debts of the Association shall be paid; any property which has been loaned to the Association shall be returned; no many shall inure to a member or individual; any funds remaining shall be distributed to the American Red Cross Disaster Relief Fund. 

ARTICLE XV AMENDMENTS

Section 1. Amendments to these Bylaws may be proposed by any Officer or Director of the Board, by the Board itself, or by a petition signed by five members in good standing.

Section 2. Amendments shall be submitted to the Secretary and are due no later than February 1.

Section 3. Notice of proposed amendments to the Bylaws shall be presented to the membership at least thirty days, but not more than 50 days prior to the commencement of the vote on the amendment, and shall be included in the Call to the Assembly of Members, if such meeting is to be held.

Section 4. These Bylaws may be amended annually in one of two ways:

a. At the Assembly of Members, by a two-thirds (2/3) vote, or

b. If no Assembly of Members is held, by a 2/3 vote of the membership taken by electronic ballot, using a vendor approved by the Board of Directors. Such electronic ballot shall be open for fourteen days.