Bylaws of Capital Area Association of Health Underwriters a Non Profit Corporation

 

 

ARTICLE I
OFFICE

The principal office of CAPTAL AREA ASSOCIATION OF HEALTH UNDERWRITERS, INC., (the "Corporation") shall be in Tallahassee, Florida and other offices in such other places as the Board of Directors may from time to time select. TOP

ARTICLE II
Corporate Seal


The corporate seal shall have inscribed thereon the following words: "CAPITAL AREA ASSOCIATION OF HEALTH UNDERWRITERS,INC.", a Florida Non-Profit Corporation. TOP

ARTICLE III
Purpose

The purpose of the Corporation is to be a non-profit corporation under the Florida General Corporation Act.

The Corporation is organized and will operate exclusively for business league purposes as these terms are defined in Section 50l

(c)(6) of the Internal Revenue Code of 1986, including all future amendments and regulations thereunder (hereinafter referred to as "the Code"), all for the public benefit. Such activities shall include the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (6) of the Code.

In addition, the Corporation is organized and will operate to place the sale and service of disability and/or health insurance upon the highest possible place. To advance public knowledge for the need and benefit of disability and/or health insurance. To provide and promote a program of continuing education and self-improvement for its members. To be active, as an association, in public affairs and to encourage its members to support and contribute to community activities. To promote the Code of Ethics of the National Association of Health Underwriters, hereby made a part of these by-laws. TOP

ARTICLE IV
Membership


The Members, Officers and Board of Directors, the number of which may vary from time to time, of CAPITAL AREA ASSOCIATION OF HEALTH UNDREWRITERS, INC., (hereafter "Corporation"), by virtue of his/her/their membership, office or position with the Corporation shall be the members of the corporation. An individual's membership in the Corporation shall cease when such individual is no longer in good standing. TOP

ARTICLE V
Membership Meeting

Annual Meeting. There shall be an annual meeting of the members during month of May each year for selecting the board of directors, installation of new officers, for receiving the annual reports of officers, directors and committees, and for transacting other business. The Board of Directors shall have the authority to change the date of the annual meeting. Notice of the meeting, shall be sent electronically to the last recorded address of each member at least ten (10) days before the time appointed for the meeting unless such notice is waived or a different notice period be required by these Bylaws or the law.

All notices of meetings shall set forth the place, date, time, and general purpose of the meeting. TOP

ARTICLE VI
Directors

1. Number. The purpose and business of the Corporation shall be managed and controlled by its Board of Directors also known as the Executive Board. The initial Board of Directors shall be composed of three (3) members, consisting of the incorporators.

The Board of Directors shall have the authority to increase the size of the Board to a maximum of 20 directors. From time to time, the directors collectively may be referred to as the "Executive Board."

The actual number of directors to serve in the ensuing year shall be designated at each annual meeting by the members. If not so designated, the numbers shall be the same as the previous year. Each director shall serve two years and until a successor is elected and qualified. If there is a vacancy in the Board of Directors by reason of death, resignation or otherwise, such vacancy shall be filled for the unexpired term by designation of the members who nominated the director whose office is vacated.

2. Selection of the Board of Directors. The Board of Directors to serve for the ensuing year shall be selected by a vote of the membership of the Corporation.

3. Powers. The Board of Directors shall have the power to appoint Executive Committees and the power to delegate to such Executive Committee any and all authority necessary to administer and manage the activities of the Corporation. The Board, by majority vote, may terminate any appointed executive committee upon motion of any director.

The Board of Directors shall have all other powers as may be exercised by the Corporation, subject to the provisions of law, the Certificate of Incorporation and these Bylaws.

4. Removal. Any Director may be removed with or without cause based on a resolution of the Board of Directors. Any Director that has unexcused absences from three (3) officially scheduled meetings may be removed from office by a majority vote of the Board of Directors. TOP

ARTICLE VII
Officers of the Corporation

1. Officers. The officers of the Corporation shall be a President, a President Elect, First Vice-President , Immediate Past-President, a Secretary and a Treasurer as chosen by the Board of Directors.

The officers of the Corporation shall hold office until their successors are chosen and qualify in their seat. Any officer chosen or appointed by the Board of Directors may be removed either with or without cause at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors. In the event of a vacancy, the Board of Directors may temporarily appoint a director to carry on the duties of the vacated position until there is a vote by the Board.

2. President. The President shall be the chief executive officer of the Corporation. It shall be his or her duty to preside at all meetings of the directors to have general and active management of the business of the Corporation; to see that all orders and resolutions of the Board of Directors are carried into effect; to execute all contracts, agreements and other obligations and instruments, in the name of the Corporation.

He or she shall have the general supervision and direction of the other officers of the Corporation and shall see that their duties are properly performed.

He or she shall submit a report of the operations of the Corporation for the year to the Board at their annual meeting if so directed by the Board.

He or she shall be ex-officio member of all standing committees and shall have the general duties and powers of supervision and management usually vested in the office of Chairman of a corporation.

3. President Elect, The President Elect shall be vested with all the powers and required to perform all the duties of the President or his or her successor in his or her absence or disability and shall perform such other duties as may be prescribed by the Board of Directors. The President Elect will also be recognized and responsible for the chapter's membership as Membership Chair Person.

4. First Vice-President, The First Vice-President shall be vested with all the powers and required to perform all the duties of the President or his or her successor in his or her absence or disability and shall perform such other duties as may be prescribed by the Board of Directors. The First Vice President will also be recognized and responsible for the chapter's monthly programs as Education/Program Chair Person. This will include scheduling/coordinating guest speakers and offering of Continuing Education classes.

5. Immediate Past-President, The Immediate Past President will serve in an advisor capacity to assist the President and Chapter Elected Officers to fulfill their duties as outlined in bylaws.

6. Secretary. The Secretary shall attend all meetings of the Corporation, the Board of Directors and standing committees. He or she shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. He or she shall keep and maintain the corporate seal of the Corporation and affix the corporate seal when authorized. He or she shall give proper notice of meetings of directors and shall perform such other duties as shall be assigned to him or her by the President or the Board of Directors. The Secretary will also be recognized and responsible for all communications as Communications Chair.

7. Treasurer. The Treasurer shall:

(a) have charge and custody of and be responsible for all funds, notes, and other valuables of the Corporation.

(b) deposit all funds in the name of the Corporation in such banks, trust companies or depositories as shall be selected in accordance with the provisions of these Bylaws.

(c) keep complete and accurate records of account, showing accurately at all times the financial condition of the Corporation.

(d) render a statement of the condition of the finances of the Corporation at all annual meetings of the Board of Directors, and

(e) in general perform all duties and exercise all powers incident to the office of treasurer and such other duties and powers as the board of Directors, from time to time may assign to or confer on him or her.

8. Delegation. The Board of Directors may delegate temporarily the powers and duties of any officer of the Corporation, in case of his or her absence or for any other reason, to any other officers or directors, and may authorize the delegation by any officer of the Corporation of any of his or her powers and duties to any agent or employee subject to the general supervision of such officer.

9. Resignation. Any officer or director may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary. TOP

ARTICLE VIII
Executive Committees

The Executive Committees will be approved by the Executive Board and will consist of the following Committee Chairs:

1. Awards- responsible for recognizing outgoing Board Members/Officers at annual meeting.
2. Communications - responsible for ensuring that all members are properly notified of upcoming meetings and programs.
3. Education/Program - responsible for obtaining guest speakers for monthly meetings and providing Continuing Education Classes to members.
4. Legislative - responsible for working with FAHU and lobbyists on keeping members informed of issues regarding Health Care. This person will be responsible for chapter's participation in Legislative Day on the Hill sponsored by FAHU.
5. Media Relations - responsible for working with local media to promote how the Chapter is supporting local community.
6. Membership/Retention Chair - responsible for attracting and retaining members for Chapter. TOP

Article IX
Meeting

1. Annual Meeting of Board of Directors. There shall be meetings of the newly selected members of the Board of Directors immediately after the annual meeting of the membership. The purpose of the meeting shall be for electing officers, for receiving the annual reports of officers and committees, and for transacting other business. If the day designated falls upon a legal holiday, the meeting shall be held on the next succeeding day not a holiday. The Board of Directors shall have the authority to change the date of the annual meeting. Notice of the meeting, sent by the Secretary, shall be sent electronically to the last recorded address of each member of the Board of Directors at last ten (10) days and not more than thirty (30) days before the time appointed for the meeting unless such notice is waived or a different notice period be required by these Bylaws or the law. All notices of meetings shall set forth the place, date, time and general purpose of the meeting.

2. Special Meetings. Special meetings may be called by a majority of the whole Board of Directors at their discretion. Notice for any special meeting is to be given in the same manner as for the annual meeting.

3. Monthly Meetings. Monthly meetings will be held during the months of September through May on the third Thursday, at a time convenient to the board and at such places as the Board of Directors shall designate.

4. Waiver. Notwithstanding the provisions of any of the foregoing sections, a meeting of the Board of Directors of this Corporation may be held at any time and at any place within or without the State of Florida, and any action may be taken therein, if notice is waived in writing by every ember of the Board of Directors having the right to vote at the meeting and a written memorandum memorializing the action so taken is signed by the consenting Directors.

5. Quorum. A majority of the members of the Board of Directors present in person or by written proxy at a meeting duly convened shall constitute a quorum for the transaction of business at any meeting.

6. Vote Required. Unless otherwise specifically provided herein, the Board of Directors may take any action upon approval of the majority of the Board of Directors at any duly held meeting at which a quorum is present. TOP

ARTICLE X
Distribution of Funds and Dissolution

1. Annual Audit. The Board of Directors, in their discretion, may cause the Corporation to be audited annually by the Board of Directors.

2. Distribution and Retention of Funds. After sufficient funds are retained for operating expenses for the present fiscal year and for any other contingencies deemed necessary by the Board of Directors, the board may cause the remaining funds of the Corporation to be retained by the Corporation for other Corporation projects as may be approved by the Board of Directors or placed in a savings account.

3. Dissolution. In accordance with applicable state and federal law, the Corporation may be dissolved and terminated by the affirmative vote of a majority of the whole Board of Directors at any duly held meeting of Directors, provided that written notice of the dissolution and termination proposal shall be mailed to each Director at least 14 days in advance of such meeting. In the event of dissolution, abandonment or termination of the Corporation, no income, contribution or other revenue or funds shall accrue to the benefit of any individual, and any and all funds then possessed by the Corporation, after current indebtedness has been paid, shall be distributed as the Board of Directors shall determine to an organization or organizations organized and operated exclusively for business league purposes as shall at that time qualify as an exempt organization or organizations under Sections 50l(a) and 50l(c)(6) of the Internal Revenue Code. It shall be explicitly understood that the name "CAPITAL AREA ASSOCIATION OF HEALTH UNDERWRITERS, INC." and names similar thereto are assets of the Corporation. In the event of dissolution, abandonment or termination of the Corporation, no member or director shall have use of said name without written consent of the member or other directors as the case may be. TOP

ARTICLE XI
Miscellaneous

1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by Treasurer or President. Any check over the amount of $500 will need both the signature of the Treasurer and President.

3. Depositories. All funds of the Corporation shall be deposited form time to time to the credit of the Corporation in such

banks, trust companies, or other depositories as the Board of Directors may from time to time designate, upon such terms and conditions as shall be fixed by the Board of Directors. The Board of Directors may from time to time authorize the opening and keeping with any such depository as it may designate, of general and special bank accounts, and may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these bylaws, as it may deem expedient.

4. Fiscal Year. The fiscal year of the Corporation shall begin July 1 and end June 30 of each year unless a different date or year is specified by the Board of Directors.

5. Prohibition against Sharing in Earnings or Profits. No director or officer of the Corporation shall receive at any time any of the net earnings or profits from the operations of the Corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors.

6. Indemnification. As specified in the Articles of Incorporation, the Corporation shall, to the full extent permitted by the laws of the State of Florida, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

7. Liability Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability or expense 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 the provisions of this section. TOP

ARTICLE XII
Amendments

These bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, by an affirmative vote of two-thirds of the members present and voting at any duly held meeting, provided that written notice of the proposed amendment(s) shall be provided to each member at least 7 days in advance of such meeting. TOP

ARTICLE XIII
Notices

Copies of any required notice and all corporate documents shall be delivered to:

Peggy J. Gainey
Earl Bacon Agency
3131 Lonnbladh Road
Tallahassee, Fl 32308
(850) 878-2121 Ext 256
(850) 878-2128 (fax)

The foregoing By-laws of CAPTAL AREA ASSOCIATION OF HEALTH UNDERWRITERS, INC., were adopted by the Board of Directors on 4th day of February, 2010. Amendments pursuant to Article XII are shown hereinafter bearing the date of amendment and restrictions, if any.

SIGNED: Peggy J. Gainey, President
ATTEST: Dee Dee Rudd, Secretary

Bylaws revised effective February 4, 2010.

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