BY LAWS OF THE INSURANCE APPRAISAL AND UMPIRE ASSOCIATION

A FLORIDA NOT-FOR-PROFIT CORPORATION

ARTICLE I ORGANIZATION

The name of the Association shall be the Insurance Appraisal and Umpire Association. (IAUA)

ARTICLE II NOT-FOR PROFIT

The Association shall be a not-for-profit organization.

ARTICLE III PURPOSES

The Insurance Appraisal and Umpire Association, a Florida not-for-profit Corporation has been formed to establish and maintain the highest level of professional standards and services.

 The objectives of the Association are:

(a)  To organize the Insurance Appraisers and  Umpires to better serve the interests of all parties  to help facilitate the expeditious and proper handling of insurance appraisals.

(b) To establish and maintain high standards of professional conduct and efficiency. 

(c)  To educate the membership and assist the membership in carrying out the provisions of all laws and regulations pertaining to the Insurance Appraisal Process.

(d) To advance and protect the interests of its members, to promote their welfare, and to attain a spirit of helpful assistance and cooperation among its members.

(e)  Improve the understanding of the insurance appraisal process by educating umpires, appraisers, government bodies, and other interested parties.

 ARTICLE IV MEMBERSHIP

There will be two categories of membership.  Those are General and Associate membership.

General Membership: Certified Insurance Appraisers and/or Umpires (The terms, Certified Appraiser or Certified Umpire, shall mean any person who holds IAUA Certification of Appraiser and/or Umpire, CPIA, CPIU or CPAU, is an individual of good character and who fulfills all other requirements of the Association, shall be eligible for General Membership.

Associate Membership: Any non-certified individual of good character who pays the membership fee and services the Insurance Appraisal Umpire Profession:

Certified Appraisers or Umpires may choose to be Associate members if they wish.

Associate Members that become certified may become General Members for the balance of the year in which they obtain certification with no additional dues for that year.

Any member whose certification or license has been suspended, cancelled, or revoked shall have their membership of this organization suspended for the same period of time.

Only IAUA Members in good standing may attend the educational seminars. Only general members may attend IAUA’s Business Meeting unless invited by majority agreement of the Officers and Board of Directors.

Application for membership to IAUA shall be submitted to IAUA at its corporate address or delivered to any member of the Board of Directors on an approved Membership Application Form containing the name and signature of a General Member as Sponsor of the applicant.  Payment of one year’s membership dues shall be submitted with the application.

All applications for membership shall be reviewed for approval by three-fourths (3/4) of the Board of Directors at a meeting of the Board of Directors or electronically, upon demonstrating eligibility for membership pursuant to these Bylaws and satisfactory personal and professional reputation or standing in the community.  The decision of the board of Directors in approving or rejecting an application for membership shall be final.

Any General or Associate Member who has engaged in conduct prejudicial to the interests and objectives of IAUA; or who is engaged in unethical or unprofessional conduct; or who has engaged in any activities prescribed under the criteria for membership set forth in these Bylaws; or who has been reprimanded, suspended, terminated or subject to civil, criminal or administrative proceedings relating to professional licensure or employment serving as the basis for eligibility under the membership criteria set forth in these Bylaws; shall be subject to termination of membership/expulsion upon three-fourths (3/4) vote of the Board of Directors at any time.

Any member of IAUA whose membership has been terminated or who has been expelled for any of the reasons set forth in the Bylaws shall not be eligible for reinstatement to membership for a period of at least two (2) years from the date of termination/expulsion and may only be reinstated by unanimous approval by the Board of Directors after compliance with the procedures and requirements for application as set forth in the Bylaws.

ARTICLE V OFFICERS

The Officers of the Association shall consist of a President, Vice President, Treasurer, and Secretary, all in ascending order.

Officers shall be elected by those members belonging to the “general membership” group at each Annual Meeting of the Association for a term of one (1) year beginning immediately following each Annual Convention.

With the inception of the Ladder at the initial election, each Officer will be elected individually for that office which he or she is nominated. Subsequent to this election and after performing satisfactory service in that office for the term of one year, each Officer shall ascend to the next office in the following year. The President shall leave office after his term of one year. With the ascension of all other Officers, the Office of Secretary will be left open.  Nominees will be made from the General Members for the Office of Secretary for the upcoming year.  Unless waived by a two-thirds vote of the Board of Directors, to be eligible for nomination to the office of Secretary, a Board Member must serve as a non-officer director for a minimum of one (1) year. A slate of Officers will be presented at the Annual Convention and shall include the newly ascended Officers into their respective positions with the nominee for Secretary. At that time, competing nominees for Secretary and the five

(5) non-officer Board Members can be submitted by the general membership and voted on accordingly. A majority vote by the membership present at the meeting will induct the new slate of Officers into office.

Should any vacancies occur on the non-officer Board of Directors, a successor shall be appointed by the remaining members of the Board of Directors even if less than quorum by simple majority vote.  The successor shall serve for the remainder of the term of the office.  Should any vacancies occur for the Officers, the remaining officers shall progress up the ladder and the members will elect a new Secretary at a properly noticed meeting.

Officers shall serve without compensation. All Officers shall be members of the Board of Directors.

Officers and any member of the Board of Directors can be removed from office for just cause by a 2/3 vote by the entire Board of Directors present at a duly noticed meeting.

No person who is employed by the same firm, in which an Officer is also employed, shall be eligible to be elected as the immediate successor to any such Officer on the conclusion of his/her term in office. Employment changes, at mid-term, will not nullify the Officer’s service.

ARTICLE VI DUTIES OF OFFICERS

The President shall be in charge of the affairs of the Association.  He/she shall preside at all meetings of the Association, shall execute all duties usually pertaining to the Office of President, and shall execute and carry out all rules and regulations relating to the administration of the Association.  The President shall also be the Officer in Charge of the Legislative Committee as is herein described. 

In the absence or disability of the President, the Vice-President shall have and exercise all of the powers and duties of the President. The Vice-President shall perform duties as are delegated to him/her by the President. He/she shall be the Officer in Charge of the Ethics Committee as is herein described. 

The Treasurer shall provide a quarterly report to the Board of Directors as to the funds of the Association and shall report to the Association, concerning its funds, at each Annual Convention or upon request of the President. All disbursements shall be made by checks drawn on the account or accounts of the Association. Each check of the Association for the sum in excess of One Thousand Dollars ($1,000.00) shall require the signature of the President or Vice-President and Treasurer. Each check of the Association for less than One Thousand Dollars ($1,000.00) shall require the signature of the President or the Vice-President or the Treasurer. He shall deliver to his successor in office all records in his possession belonging to the Association. The Treasurer shall coordinate his duties and cooperate with the President, as well as provide all documents as are reasonably requested, to the President or the Board of Directors. The Treasurer shall be the Officer in Charge of the Membership Committee as is herein described. 

The Treasurer shall also be responsible for the following:

1               Shall have the care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization, and shall cause to be deposited in a regular business bank or trust company all funds of the organization.

2              Shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors meeting.

3              Shall arrange for an audit of the IAUA account by a certified, qualified accountant at the request of the Board of Directors.

4              Shall exercise any other duties incident to the office of Treasurer, including but not limited to the appropriate submission to the Office of the Secretary of State the organization’s up-to-date Charter documentation. 

The Secretary shall keep records of the proceedings of the organization as directed by the President, and shall deliver to his successor in office all records belonging to the organization which are in his/her possession. He/she shall read at each meeting the minutes of the previous meeting. He/she shall perform such duties as may be delegated to him/her from time to time by the President. The Secretary shall be the Officer in Charge of the Public Relations Committee as is herein described.

The Secretary shall also:

1               Shall maintain the By-laws, minutes and records of the organization in appropriate filing locations.  Shall publish the minutes of each meeting within fourteen (14) days of the conclusion of the meeting.

2               Shall file any certificate required by any statute, federal or state.

3              Shall give and serve all notices to members of this organization.

4              Shall be the official custodian of the records of this organization.

5              Shall be responsible for the counting of the ballots as stated in Article V of these by-laws.

6              Shall present to the Board of Directors any communication addressed to the Secretary of the organization.

7              Shall attend to all correspondence of the organization and shall exercise all duties incident to the office of secretary and

8              Shall be responsible for submitting the agenda 7 days prior to the next scheduled meeting.

ARTICLE VII DUTIES OF VICE-PRESIDENT

The duties of the Vice-President shall be those assigned to him by the President and the Board of Directors, and to specifically assist in the planning of events and matters of the Association for the upcoming year for which the President-Elect will serve as President. The President Elect shall be the Officer in Charge of the Convention Committee as is herein described. 

ARTICLE VIII BOARD OF DIRECTORS

The Board of Directors shall consist of the four (4) Officers, that are members under the “general membership category” in good standing, seven (7) non-officer Members, that are members under the “general membership category” in good standing and one (1) of the Past-Presidents.  The past president shall be a member under the “general membership category” in good standing.  The past president shall be appointed by the incoming President to serve for the year.  The duties of the Board of Directors shall be to supervise all affairs of the Association.  All members of the Board shall have one

(1) vote each.  Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business and the President shall preside as Chairman at all meetings of the Board of Directors.  At the time of their election, the Officers, the appointed Past-President and the seven (7) non-officer directors of the Association shall not, at the same time, include more than one (1) person from the same Firm. The Board of Directors shall meet a minimum of two (2) times per year.  The Board of Directors shall serve without compensation.

ARTICLE IX COMMITTEES

There shall be six (6) committees designated to serve. They are as follows: Membership, Education, Ethics, Public Relations, Convention and Legislative. The duly charged goals and responsibilities of each committee, with their Officers in Charge, are a part of these By-Laws by attachment.

The Officer in Charge (OIC) of each committee will be its Chairman whose duty it will be to direct the activity of their respective committee. Additionally, the OIC will direct the preparation of its committee’s Activity Reports, that will be created for presentation at the annual meeting. 

Each committee shall work to meet the goals set by the President and work to enhance the goals of this Association.

A special nominating committee shall exist to nominate the new slate of Officers and Directors, including the new ladder entry for Secretary. This committee will be the Board of Directors. 

MEMBERSHIP COMMITTEE

OIC -Treasurer

The goals of this committee are to increase membership and maintain a current membership list. Oversee the application process. Coordinate with the Treasurer for the billing and collection of new and renewal membership dues. Provide one (1) member to work the convention entrance table for membership dues reference and the collection of outstanding meeting fees.

CONVENTION COMMITTEE

OIC-Vice-President 

The goals of this committee are to organize and prepare the Annual Conventions. This includes among other things: preparing the schedule of events, preparing the Seminar Booklet, and securing speakers with pertinent topics of interest. Coordinate with the Treasurer regarding convention expenses and payment thereof. Provide one (1) member to work the

convention entrance table to help with receiving payment of meeting fees and outstanding dues of the Association’s members.

ETHICS COMMITTEE

Comprised of the Past Presidents, OIC – Appointed by President

The goals of this committee are to review the Code of Ethics and Conduct, making sure that IAUA is in compliance with all standards. Handle any grievances as filed by any member against another. Monitor complaints, suspensions, and revocations involving members, while reporting on same to the Board of Directors with recommendations for resolution.

PUBLIC RELATIONS

OIC-Secretary

The goals of this committee are to prepare news releases on Association business as well as the Association’s Newsletter. The Newsletter shall be prepared twice per year, at the half way mark between each meeting. Maintain the Association website.

LEGISLATIVE

OIC-President

The goals of this committee are to network with DOI officials to track and discuss any pending legislation in the State Legislature. Coordinate with any Lobbyist working on behalf of the Association. Physically responsible for the revision, activation, and distribution of all By-Law Amendments proposed and/or approved, by the membership.

EDUCATION COMMITTEE

OIC- CHAIR NAMED BY PRESIDENT

The goals of this committee are to provide the members with education opportunities, providing speakers at the General Meeting(s) and to update the members on laws and regulations.

ARTICLE X MEETINGS OF THE ASSOCIATION

The Association shall have an Annual Convention in each calendar year, at a time and place determined by the Board of Directors. 

Special Meetings may be called by the President, the Board of Directors, or upon written request of twenty-five percent (25%) of the General members of the Association. 

Notices of the Annual Convention shall be provided to each member no less than thirty (30) days prior to such meeting. Each notice shall state the place, fees, and date of the meeting and so far as practicable, shall outline the business to be transacted. Notice of each Special Meeting, stating the date and place of such meeting and the business proposed to be transacted therein, shall be provided to each General member no less than ten (10) days prior to the date of such meeting. No business shall be transacted at any Special Meeting other than that specified in the notice. 

Proceedings at any meeting shall be according to Roberts Rule of Order under the direction of the President or his or her designate.

Voting at each regular or Special Meeting shall be by General Members present in person, and each present General Member, who is entitled to vote pursuant to Article IV shall have one (1) vote.

Twenty-Five Percent (25%) of the General Members entitled to vote shall constitute a quorum at any meeting and a majority vote of the voting Members present shall be necessary to authorize any act of the Association, unless otherwise provided herein. 

ARTICLE XI INITIATION FEES AND ANNUAL DUES

Initiation Fees: There shall be no initiation fee for members of the Association unless approved at a meeting by a majority vote of general members. 

The Board of Directors of the Association shall have exclusive powers to determine and establish the amounts and classifications of Annual Dues of the Association for each Fiscal Year. 

Invoices for the renewal dues shall be provided to all members two months prior to the deadline, each year by the membership committee. Renewal dues are payable within sixty (60) days. Any member who has non-renewed his/her membership, due to lack of payment, or is delinquent with their dues upon rejoining the Association, will be required to pay a full one (1) year rate to regain their membership, regardless of the date they are paying. 

Arrearages: Each member whose dues are not paid within thirty (30) days of billing, shall be notified by the Secretary that unless his/her dues and assessments are paid he/she will be suspended from Membership and ineligible to vote. Any member who shall not have paid dues within thirty (30) days after notice has been provided by the Secretary, as provided herein, shall be automatically suspended from Membership and ineligible to vote. However, if such delinquent member shall pay his dues after such suspension, the delinquent member shall be automatically reinstated.

ARTICLE XII FISCAL YEAR AND BUDGET

The fiscal year of the Association shall be set and established by the Board of Directors for this Association.

The Board of Directors shall prepare a budget for the immediately ensuing fiscal year, specifying the estimated revenues of the Association, the amounts to be appropriated and expended for the purposes and activities of the Association. The Board of Directors may amend the budget, from time to time, during any fiscal year of the Association. 

ARTICLE XIII AMENDMENTS

These by-laws may be amended or repealed by an affirmative vote of not less than sixty (60%) percent of the voting members of the Board of Directors providing:

1               The proposed amendment is presented in a form consistent and without conflict with the remainder of the By­laws of the Organization.

2              The proposed amendment is disseminated to the Board of Directors for review at least thirty days prior to the next regular or special meeting of the Board of Directors.

ARTICLE XIV PROHIBITIONS

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of Corporation set forth in Articles III. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Code by a corporation.

ARTICLE XV DISSOLUTION

If the board of directors, with a three-fourths concurring vote of the Board of Directors determines to Dissolve the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation to such organization or organizations organized and operated exclusively for improvement of insurance appraisers and umpires at the time qualify as an exempt organization or organizations under Section 501(c) (6) of the Code, as the Board of Directors shall determine. No part of the assets of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons. Any of such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XVI ADOPTION OF BY-LAWS Adopted by vote of membership this 9^th day of March, 2016.