Bylaws

NAIFA Bylaws

CODE OF REGULATIONS

NAIFA-Ohio, Inc.

 

ARTICLE I
Name

The name of this not-for-profit Corporation shall be “NAIFA-Ohio, Inc. It shall correspond to the geographical boundaries of the state of Ohio and its principal office shall be at Columbus, Ohio.

ARTICLE II
Mission

The mission of this Association is to advocate for a positive legislative and regulatory environment, enhance business and professional skills, and promote the ethical conduct of our members.

ARTICLE III
Membership

Section 1. This association shall be a federation of individuals and member associations of such individuals in this state which associations have been elected to membership by the Board of Directors of this Association, and which associations agree to be bound by the bylaws of this Association and the National Association of Insurance and Financial Advisors (NAIFA) or as adopted or amended.

Section 2. Any member association failing to conform to the provisions of the bylaws of this Association or the National Association, or the accepted standards for elected associations, and against whom such charges are sustained after due and proper hearing before the Board of Directors, may have its membership suspended or revoked by two-thirds (2/3) vote of the entire Board of Directors.

Section 3. This Association, under its power to elect member associations, may establish or change the boundaries thereof, provided, however, that prior to any proposed change becoming effective, thirty (30) days notice of hearing before the Board of Directors shall be given to all associations in the territory within the boundaries of or contiguous to the member association to be created or affected and approval for such change shall be received from the National Association.

Section 4. This Association, under its power to elect member associations, may create an at-large association, pursuant to rules and procedures established by this Association, subject to the approval of the National Association.  The membership of such an at-large association shall consist of persons eligible for active, associate or honorary membership in a member association, whose office or residence is located within this state, and for whom it is not otherwise practical to join any other member association located in this state.  Notwithstanding any other requirements contained in these Bylaws or established by the Board of Directors with respect to the establishment or operation of a member association, an at-large association shall only be subject to those requirements and standards established by this Association and approved by the National Association for the operation of at-large associations.  The Active members of an at-large association shall have the right to hold office in this Association.

Article IV 
Admission to Membership and Resignation

Section 1. Any member association more than sixty (60) days in arrears for any indebtedness to this Association shall be considered not in good standing and may have its membership herein suspended or revoked by action of the Board of Directors; provided that notice of said indebtedness shall have been duly sent by certified mail to the last reported president and secretary of such association.  The Board of Directors may restore such association to membership upon payment of its indebtedness.

Section 2. If the Board of Directors shall suspend or revoke the membership of any member association, a notice of such action shall be sent by certified mail to the last reported president and secretary of said association and the National Association.

Section 3. Any member association may resign from this Association, provided permission from the National Association has been obtained and all financial and other obligations of such association to this Association and the National Association shall have been fulfilled, and that, if incorporated, the corporation shall have been duly dissolved; and upon resolution of resignation adopted and approved by a three-fourths (3/4) vote of the Active membership of such association, which resolution shall be certified by the association’s secretary to this Association. Such resignation shall become effective when accepted by the Board of Directors, and by such action the association shall immediately surrender all right to the use of the name, emblem, insignia, plate, sign, label or phrase indicative of membership in this Association and the National Association.  The Board of Directors may, upon written application of such association, reinstate the association to membership in this Association.

ARTICLE V
Officers and Trustees

Section 1.  The officers of this Corporation shall be a President, a President-elect, Treasurer, a National Committeeperson and an Immediate Past President. The officers and six Trustees shall comprise the Board.  All officers, except the six Trustees and the National Committeeperson, shall be elected during the annual House of Delegates Meeting.  The National Committeeperson shall be elected to serve for a term of three (3) years or until his successor is elected and installed into office. The President, President-Elect, and Treasurer shall be elected by ballot at the annual meeting of this Association, and (with the Immediate Past President) shall serve for one year, or until their successors shall be elected.   The six Trustees shall be divided into two groups, each group to consist of three Trustees.  At each Annual Meeting of the House of Delegates, Trustees chosen to succeed those whose terms expire shall be elected for terms of office of two years or until their successors are elected and installed into office.  In addition to the elected officers, there shall be an Executive Vice President/Corporate Secretary who shall be appointed by the Board of Trustees to serve at their pleasure.

Section 2.  When any office, except that of the President, or that of a Trustee who, at the beginning of the second year of his/her term, has been elected to the office of Treasurer, is vacant, the President, with approval of the Board of Trustees, shall appoint a successor to serve for the unexpired term.  In the event of a vacancy in the office of the President or his inability to act, the President-Elect shall perform the duties of the President.  In the event of a vacancy in the office of Trustee by reason of a Trustee being elected to the office of Treasurer at the beginning of the second year of his/her term, the Trustee nominee receiving the fourth highest number of votes at the same election shall be appointed to fill the unexpired term.  Any elected officer or director may, after due and proper hearing before the Board of Directors, may be removed from office due to failure or unwillingness or inability to serve, malfeasance, or conduct unbecoming a member, or with cause for the betterment of this Association.  In such a case, a vote of two-thirds (2/3) of the entire Board of Directors shall be necessary to sustain the removal.

Section 3.  There shall be a Board of Trustees consisting of the Executive Committee and the six Trustees.  The Board of Trustees shall have general supervision and control over the affairs of the Corporation subject to this Code of Regulations.  Between formal meetings of the Board of Trustees its policies shall be executed by an Executive Committee of the Board of Trustees consisting of the President, Immediate Past President, President-Elect, Treasurer, National Committeeperson and Executive Vice President.  The Executive Vice President, however, shall not have any vote.  The Executive Committee shall meet at the call of the President.  Its function shall embrace the handling of such matters as extend beyond the scope of responsibility of any officer acting alone.  In general the Executive Committee shall have all the powers of the Board of Trustees to transact business between meetings of the Board of Trustees.  The Executive Committee shall maintain minutes of all action taken which shall be sent promptly to the Board of Trustees for ratification at its next formal meeting and made available to local presidents when requested.

Section 4.  Members of the Board of Trustees shall take office immediately following their election at an Annual Meeting, and each shall serve a term on the Board of Trustees corresponding with his/her respective term as an officer or as immediate past president, or until his/her successor is elected and installed in office.

Section 5.  The Board of Trustees shall meet at least four (4) times each year, and shall be subject to call by the President of the Association, or upon written request by any three members of the Board of Trustees.

Section 6.  Any action that may be taken during a meeting of the Board of Trustees may also be taken by written or electronic mail ballot.  Any such action shall be entered upon the records of the Corporation.

Section 7  A quorum for the transaction of business by the Executive Committee or by the Board of Trustees shall consist of a majority of their respective members.

Section 8.  The Corporation shall pay the necessary and reasonable expenses of all members of the Board of Trustees when they are conducting official business of the Corporation.

Section 9.  Minutes of meetings and action taken by the Board of Trustees shall be entered upon the records of the Corporation and sent promptly to each Board member and made available upon request to the Presidents of each Member Local Association.

ARTICLE VI
House of Delegates

Section 1.  The voting body of this Corporation shall be the House of Delegates.  It shall represent the delegated powers of the member local associations.  The House of Delegates shall elect officers and trustees of the Corporation, shall transact such other business as may be presented at the annual or special meetings and shall perform such other functions as may be provided in this Code of Regulations.

Section 2.  The Annual Meeting of the House of Delegates shall be held each year on such date and at such place in the State of Ohio as may be determined by the Board of Trustees.  Notice of such meeting shall be filed with the member local associations at least thirty (30) days prior to such date.

Section 3. Special meetings of the House of Delegates may be called by the President and/or Board of Trustees, and shall be called by the President upon written request filed by twenty-five percent (25%) or more of the member local associations.  Notice of any special meeting shall be filed with the Member Local Associations at least fifteen (15) days prior to the date fixed for such meeting.  Such meeting shall be called by the President for a date not more than thirty (30) days after receipt by the President of the required number of notices from Member Local Associations.

Section 4.  A majority of members present and seated at any annual or special meeting of the House of Delegates shall constitute a quorum for the transaction of business.

Section 5. There shall be no voting by proxy.

Section 6.  All matters of appropriation or expenditure originating in the House of Delegates must be referred to the Board of Trustees before being voted on by the House of Delegates at the same meeting.

Section 7.  Members in good standing of member local associations may attend any session of the House of Delegates.

Section 8.  Tentative agendas of all House of Delegates’ meetings will be prepared and electronically communicated to all member local associations with notification of meeting.

ARTICLE VII
Elections

Section 1.  Prior to the Annual House of Delegates’ meeting, the President shall appoint the Nominating Committee Chair who appoints a Committee of five members in good standing of five different member local associations to be known as the “Committee on Nominations and Elections.”  The duties of this Committee shall be to receive nominations and prepare a slate of officers to be presented to the Annual Meeting of the House of Delegates.  For purposes of nominating officers, geographical representation and company affiliations will be considered so as to provide reasonably varied representation.  Nominees for the office of President and President-Elect shall have served on the Board of Trustees for no less than the three years immediately preceding their nomination for such offices.  All nominees for Treasurer may be selected from among the six Trustees then serving in office or a person who has been absent from the Board for a period of one year. The slate of officers may, at the discretion of the Commit­tee may contain multiple nominations for each office, so long as each nominee meets all of the requirements herein.  At least ninety (90) days prior to the Annual Meeting, the Committee shall, announce to the members that it is considering nominations for offices and invite the suggestions of members and member local associations.  The Committee shall publish its nominees at least sixty (60) days prior to the Annual Meeting, and the entire slate, including those submitted in writing, shall be published preceding the Annual Meeting.

Section 2.  Further nominations may be made by submitting in writing, at least thirty (30) days prior to the Annual Meeting, the name of a qualified association member to the chairman of the Committee and to the Executive Vice President.  Said nomination shall consist of the following:  “We, the ten (10) undersigned members of NAIFA, representing three or more Member Local Associations, hereby nominate                   for the office of                    at the election to be held at the Annual Meet­ing for the year       .  This nomination also bears the signature of the Nominee who hereby certifies that he consents to this nomination, is aware of all duties and responsibilities of the office which he hereby pledges to faithfully perform if elected.  Signed:                  (Nominator),                    (Nominator), (etc.),                   (Nominee).”  Should a nominee withdraw for reasons of serious personal nature prior to the election, it shall be the responsibility of the Committee on Nominations and Elections to make appropriate recommendations and additional nominations.

Section 3.  The Chairman on Nominations and Elections shall submit its report when the election becomes the order of business at the Annual Meeting and will read to the delegates the names of the additional nominees.  To be eligible for nomination an individual must be a member in good standing of a member local association.

Section 4.  The Chairman may call for a not more than three-minute statement from any candidate for any office to be presented to voting delegates.

Section 5.  The Chairman shall have general charge of the election, including the preparation of, distribution and collection and counting of the secret ballots. Nominees will be identified by their city of residence.  Because nominations must be presented prior to the Annual Meeting, write-ins will be invalid and such ballots will be considered void.  Two ballots shall be prepared switching the alphabetical arrangement of the candidates.  No campaigning may be conducted by any potential candidate prior to the report of the Nominating Committee’s slate of Trustees.

Section 6.  The nominee for each office receiving the highest number of votes shall be declared elected except for the offices of Trustee for which the three candidates receiving the highest number of votes shall be elected to two (2) year terms of office and those receiving the next succeeding highest number of votes shall be elected to fulfill any available one year terms.  A tie among Trustee nominees receiving the lesser votes shall be settled by the Committee on Nominations and Elections by a drawing of lots among the nominees or their representatives.

Section 7.  In order that due consideration be given to the filling of all positions, the ballot for the office of Trustee shall require that votes be cast for a minimum of two positions and a maximum of three positions in order to be valid.  The ballot shall contain a provision similar to the following:

“You MUST cast two votes for two different nominees. 
You may cast up to three votes for three different nominees.
Ballots bearing more than three marks will be void.”

ARTICLE VIII
Duties of Officers

Section 1.  Each member of the Board of Trustees shall serve as an officer and shall perform the duties conferred by law upon the office he/she shall hold, and shall perform such other functions as are customarily performed in connection with each said office; provided no act of any officer or officers shall bind the Corporation without being first authorized by the Board of Trustees.

Section 2.  The President shall be the executive officer of the Corporation, and shall preside over all meetings of its House of Delegates, the Executive Committee and the Board of Trustees.  He/she shall be an ex-officio member of all committees, and shall perform such other duties as usually pertain to the office of President.

Section 3.  The President-Elect shall perform such duties as may be assigned to him/her by the President, Executive Committee or Board of Trustees.  In the event of the inability of the President to perform his/her duties, the President-Elect shall perform the duties of, and have the same authority as, the President.  The President-Elect shall also perform such other duties as usually pertain to the office.

Section 4.  The Treasurer shall:

a) Serve as Chairperson of the Budget Committee and the Audit Committee. Within thirty (30) days following each fiscal year the Treasurer shall submit a financial report of the past fiscal year to the Executive Committee.
b) Make periodic reviews of the fiscal operations of the Corporation and lend direction to the Executive Vice President.
c) Present at each Annual Meeting of the House of Delegates an itemized statement of the receipts and disbursements of the Corporation since the preceding Annual Meeting, and a written statement showing the financial condition of the Corporation.
d) Give bond for the faithful discharge of his/her duties in a sum and with such sureties as are required by the Board of Trustees.

Section 5.  The Executive Vice President shall:

a) Perform such duties as are assigned to him/her by the House of Delegates and the Board of Trustees and Executive Committee, and shall receive such compensation and expenses as the Board of Trustees shall determine.
b) Serve as the Secretary of this Corporation and as such act as Secretary at all meetings of the House of Delegates, the Board of Trustees and the Executive Committee. It shall be his/her duty to keep a permanent record of their proceedings. He/she shall also perform such other duties as usually pertain to the office of Secretary.
c) Maintain adequate accounts and records of the financial operations of the Corporation. Collect dues from the various member local associations. Pay accounts authorized by the Board of Trustees. Administer the budget.  These financial duties shall be particularly under the direction of the Treasurer of the Corporation.
d) Once each month furnish each member of the Executive Committee a written statement of all receipts and disbursements.
e) Give bond for the faithful discharge of his/her duties in a sum and with such sureties as are required by the Board of Trustees.
f) Maintain membership in the American Society of Association Executives and the Ohio Society of Association executives.

Section 7.  Trustees:

In addition to their du­ties as Board members, the six Trustees shall maintain close liaison with the member local associations assigned to them and give personal assistance on legislative, membership and association problems, which may arise from time to time.

Section 8.  The State National Committeeperson shall serve as the liaison officer between this Corporation and the National Association of Insurance and Financial Advisors (NAIFA).  He/She shall, together with the President, represent this Corporation in meetings of the National Council of NAIFA, and shall report and take counsel with this Corporation with reference to problems and matters that may come before the National Council.  He/She shall prepare a written report of the Corporation’s activities and actions at NAIFA meetings, which shall be distributed to member local associations.

Section 9.  All officers shall perform such other duties as may be assigned to them by the Board of Trustees.

ARTICLE IX
Committees

Section 1.  There shall be the following standing committees of the Corporation, the chairpersons and members of which shall be appointed by the President subject to the approval of the Board of Trustees and reported to NAIFA:

Membership
Government Relations for Political Action and Political Involvement

Section 2.  Each standing committee shall be appointed by the President and serve for the association year.

Section 3.  The President shall have power to establish additional committees and appoint chairpersons and members thereof subject to the approval of the Board of Trustees.

ARTICLE X
Duties of Standing Committees

Section 1. The Committee on Membership shall study and promote the establishment of new member associations in communities in this state that can permanently support such associations.  The Committee will assign membership goals to each member association and shall assist member associations in achieving such goals.

Section 2. The Committee on Government Relations shall examine proposed legislation and regulations affecting life and health insurance and related financial services introduced in this state and by the federal government.  The Committee shall submit any recommendations concerning approval, disapproval or revision of such legislation or regulations to the Board of Directors, and, where appropriate, shall present the view of this Association to proper committees of the Legislature and others and communicate recommendations to the National Association.  The Committee shall develop programs and activities to promote contributions to this State Association’s PAC and NAIFAPAC and to aid individuals in becoming more knowledgeable and involved in politics and government.  The Committee shall seek to enhance awareness of the purposes and opportunities of NAIFAPAC and the State Association PAC by making contributions to selected candidates for state elective office.  The Committee shall promote the involvement of this Association in the election of candidates for local, state and national office, consistent with the legislative views of this Association.  The Committee shall also identify and foster the creation of member relationships with elected officials.  The Committee may carry out its duties through subcommittees or task forces on legislation, political action, and political involvement. The Committee shall appoint an individual NAIFA member in good standing to the position of State IFAPAC Chair to execute the political action functions of the Committee.  The Committee shall appoint an individual NAIFA member in good standing to the position of State APIC Chair to execute the political involvement functions of the Committee.  The Committee may not appoint the same individual to the State IFAPAC Chair and the State APIC Chair positions simultaneously.  The State IFAPAC Chair and the State APIC Chair may be appointed as vice chairs of the Committee.  The Committee shall report the names of the individuals appointed to the positions of State IFAPAC Chair and State APIC Chair to NAIFA within 30 days of each appointment.

ARTICLE XI
National Affiliation

Section 1. In recognition of the values of national fellowship and cooperation available to this Association and its member associations through its privileges and rights of participation in the governance and activities of the National Association, it is hereby declared a major policy of this Association to exercise fully those privileges and rights granted to it, and to discharge promptly all lawful obligations imposed upon it, by the National Association.  This Association shall conform to the accepted standards for member associations as set forth from time-to-time by the National Association.

Section 2. The Board of Directors shall provide for the prompt review, approval and forwarding of all reports required or requested by the National Association.

Section 3. The Board of Directors shall provide for the prompt payment of any indebtedness to the National Association.

Section 4. Insofar as possible, this Association shall be represented by its President and State National Committeeperson, or their duly appointed alternates, at all appropriate conventions and meetings of the National Association.  Provision for the expense of representation at such conventions and meetings may be made by the Board of Directors in preparing the budget of this Association.

ARTICLE XII
Revenue and Finance 

Section 1.  The House of Delegates shall determine dues of the Corporation.

Section 2.  The fiscal year of the Corporation shall begin on the first day of July each year and shall end on the following June 30.

Section 3.  Revenue from sources other than dues may be obtained as approved by the Board of Trustees.

Section 4. The Board of Directors shall install and maintain an efficient system of accounts.

Section 5. The Board of Directors shall adopt a budget no later than July 15, making appropriations therein for the fiscal year.  The budget shall specify the purpose and the amount of each appropriation, and include a statement of the estimated revenue for the fiscal period, and the sources thereof.

Section 6. All disbursements shall show the payee, the items of service rendered or materials purchased, and the amount of payment.

Section 7. The Board of Directors shall designate the depositories of all funds of this Association.

Section 8. The Board of Directors shall have the power to authorize such persons and payment methods as it deems advisable to execute payments.

Section 9. The Board of Directors shall provide for yearly or more frequent audits of the books of accounts of this Association.

Section 10. Upon dissolution of this Association all remaining assets shall be transferred to the National Association or another non-profit organization.

Article XIII
Rules of Order

“Robert’s Rules of Order Revised” shall be the parliamentary authority for all matters of procedure not specifically covered by this Code of Regulations.

ARTICLE XIV
Amendments

Amendments to this Code of Regulations may be made at any official meeting of the House of Delegates of this Corporation by a majority vote of the Delegates attending such meeting, provided that the substance of the proposed amendment shall have been filed with the Executive Vice President at least thirty (30) days before the meeting at which the amendment is to be considered, and provided the Presidents and Secretaries of member local associations have been advised in writing of the substance of the proposed amendment at least fifteen (15) days prior to the meeting. 

ARTICLE XV
Adoption and Effective Date

Upon being duly adopted by the members of the Corporation this Code of Regulations shall be effective upon approval of the House of Delegates and NAIFA.

ARTICLE XVI
Indemnification

Any and all of this Corporation’s trustees, officers, employees, or agents, or any person who may have served at this Corporation’s request as a trustee, director, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, or other enterprise, may be indemnified against expenses, including attorney fees, actually and necessarily incurred by them in connection with such action, suit or proceeding in which they or any of them, are made parties, or a party, by reason of occupying or having occupied such status as set forth above, provided such person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in relation to matters as to which any such person shall be judged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his/her duty to the Corporation.  Such indemnification may be provided to any such person for any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative in nature.

 

The Corporation may indemnify or agree to indemnify any trustee, director, officer, employee or agent who was or is a party or threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in favor of the Corporation by reason of the fact that such person is occupying or was occupying such status with the Corporation or was serving at the request of the Corporation in such status with another corporation, partnership, joint venture, or other enterprise, against expenses, including attorney fees, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in relation to matters as to which such person shall be judged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his/her duties, or in any action or suit in which the only liability asserted against such person is pursuant to Ohio Revised Code Section 1702.55.

Any indemnification provided herein, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because such person has met the applicable standard of conduct.  Such determination shall be made as provided in Ohio Revised Code Section 1702.12(E)(4).

The Corporation may purchase and maintain insurance or furnish similar protection in behalf of a person serving the Corporation, or of a person who is serving at the request of the Corporation with respect to another corporation, partnership, or other enterprise, against any liability asserted against that person and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article.  Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

CODE OF ETHICS

PREAMBLE: Helping my clients protect their assets and establish financial security, independence and economic freedom for themselves and those they care about is a noble endeavor and deserves my promise to support high standards of integrity, trust and professionalism throughout my career as an insurance and financial professional. With these principles as a foundation, I freely accept the following obligations:

  • To help maintain my clients’ confidences and protect their right to privacy.
  • To work diligently to satisfy the needs of my clients.
  • To present, accurately and honestly, all facts essential to my clients’ financial decisions.
  • To render timely and proper service to my clients and ultimately their beneficiaries.
  • To continually enhance professionalism by developing my skills and increasing my knowledge through education.
  • To obey the letter and spirit of all laws and regulations which govern my profession.
  • To conduct all business dealings in a manner which would reflect favorably on NAIFA and my profession.
  • To cooperate with others whose services best promote the interests of my clients.
  • To protect the financial interests of my clients, their financial products and my profession, through political advocacy.

 

Revised: 07/13/16