NAIFA–NYS Bylaws

Effective July 1,1976
Amended 11/77, 5/79, 5/80,11/80, 5/81, 5/82, 5/84, 5/85, 6/87, 5/88, 6/91, 6/93, 6/94, 6/95, 5/97, 6/98, 10/98, 5/99, 5/00, 5/01, 5/02, 5/03, 6/05, 5/06, 4/07, 6/12

Article I Name & Territory

Section 1:

The name of this body shall be the National Association of Insurance and Financial Advisors – New York State (“NAIFA-New York State”).

Section 2:

The territory of this Association shall correspond to the geographical boundaries of the State of New York.

Article II Mission and Purpose

Section 1:

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.

Section 2:

The purposes for which the Association is organized and formed are to promote and advance the mutual interests of members engaged in the business of life and health insurance and related financial services, and to further the best interests of the institutions of life insurance, health insurance, and financial services through the cooperation of the NAIFA – NYS and its members.

Section 3:

The Association shall not engage in any of the activities reserved by the laws of the United States or of this State to labor organizations, trade unions, or similar organizations by whatever name known.

The Association is formed exclusively for purposes for which a corporation may be formed under the Not-For-Profit Corporation Law and not for pecuniary profit or financial gain. No part of the assets, income, or profit of the Corporation shall be distributable to, or inure to the benefit of, its members, Trustees, or officers except to the extent permitted under the Not-For-Profit Corporation Law and section 501(c)(6) of the Internal Revenue Code of 1986. The Association shall not take steps which will serve to facilitate the transaction of specific business by its members or promote the private interest of any member, or engage in any activities which would constitute a regular business of a kind ordinarily carried on for profit.

Article III Membership

Section 1:

This Association shall be a federation of individual members in this state who have agreed to be bound by the Bylaws of this Association, as adopted or amended.

Section 2:

Any NAIFA – NYS local association that fails to conform to the provisions of the Bylaws of this Association or the National Association of Insurance and Financial Advisors, or the accepted standards for elected associations, and against whom such charges are sustained after due and proper hearing before the Board of Trustees, may have its charter revoked by two-thirds (2/3) vote of the entire Board of Trustees.

Section 3:

This Association may create an at-large association, pursuant to rules and procedures established by this 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. Notwithstanding any other requirements contained in these Bylaws or established by the Board of Trustees 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 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.

Section 4:

If the Board of Trustees revokes the membership of any NAIFA – NYS local association, a notice of such action shall be sent by registered mail to the last reported President and Secretary of said association and the National Association of Insurance and Financial Advisors.

Article IV Officers

Section 1:

The Officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, an Immediate Past President, a State National Committeeperson, and an Executive Vice President.

Section 2:

All Officers must be members of the NAIFA – NYS. They shall take office July 1st and shall serve for two years, or until their successors shall be duly selected and deemed qualified.

Section 3:

Any elected Officer may, after due and proper hearing before the Board of Trustees, be suspended by the Board, due to failure or unwillingness or inability to serve, malfeasance, or conduct unbecoming a member; in such a case, a vote of two-thirds (2/3) of the entire Board of Trustees is necessary for suspension.

Section 4:

The duties of the Officers shall be as follows:

The President shall preside over all meetings of the Association, shall be an ex- officio member of all committees, as well as a member of the National Council of the National Association of Insurance and Financial Advisors. The President shall perform such other duties as usually pertain to the office of President.

The Vice President shall preside over all meetings of the Board of Trustees and in the absence of the President, shall preside over the meetings of the Association.

The Secretary shall sign all official documents issued by the state association and shall affix the corporate seal of the organization when required.

The Treasurer shall be responsible for maintaining appropriate accounts and records of the finances of the Association.

The Chief Administrative Officer, herein referred to as the CAO, (the Executive Vice President, or if there is no Executive Vice President, the Managing Director of the Association) shall be engaged by the Board and be under the supervision and direction of the President and the Officers of the Association. The CAO shall be an ex-officio member of all committees, shall assist the Officers and the Board of Trustees in conducting the business of the Association, and shall perform such duties as are specified or implied in the Bylaws, or as may be assigned by the President and Officers of this Association. The CAO shall be in executive charge of the management of the Association.

The CAO shall see that records and books of the Association are at all times open to the inspection by the Officers, and any auditors named by the Officers. If for any reason, the CAO is unable to perform the duties of the position, the Officers may designate an acting CAO.

The State National Committeeperson shall be appointed by the Officers of the Association, shall serve as a member of the Executive Committee, shall serve as Chairperson of the Broad Gauge Committee and liaison officer between the Association and the National Association of Insurance and Financial Advisors, and shall also be a resident of New York State.

In the event of a vacancy in any position of Officer or Trustee, the Officers may appoint a successor to serve for the unexpired term, whose appointment shall be ratified by a majority of the Board of Trustees at the next Board meeting of the Association.

Article V Board of Trustees

Section 1:

There shall be a Board of Trustees consisting of Officers and Trustees.

The Board of Trustees shall be elected for terms of office of two years or until such time as their successors shall be duly selected and deemed qualified. The terms of Trustees shall be staggered with no more than four elected each year and no Trustee shall serve more than three consecutive two year terms.

Section 2:

At the direction of the Officers, the Board of Trustees shall approve the budget, shall be responsible for all committees, and have full administrative responsibility in all matters of this Association. The Board of Trustee shall determine the policies and activities of the Association.

The Board of Trustees shall meet no less than three times per year and, in addition, shall meet at the call of the Officers or at the request of the President. One half (1/2) of all existing Board members shall constitute a quorum for the purpose of transacting business.

Section 3:

The Board of Trustees may, upon the request of the President, transact business electronically by voting upon proposals transmitted to them.

Section 4:

There shall be an Executive Committee consisting of the Officers of the Association, who shall have full authority to act when necessary on behalf of the Board of Trustees between meetings. The Executive Committee shall make full reports to the Board of all action taken between meetings for its ratification.

Section 1

Article VI Meetings

A regular meeting of the Association shall be held at least once a year to be known as the Annual Meeting, the date and place of such meeting to be determined by the Board of Trustees and notice of such shall be given to the Delegates by the Secretary at least 45 days prior to the meeting.

Section 2

The Officers shall have full supervision and management over all meetings of the Association.

Article VII National Affiliation

Section 1

The Association shall conform to the accepted standards for member associations as set forth from time to time by the National Association of Insurance and Financial Advisors.

Section 2

The Association, upon the approval of the Board of Trustees, may provide for the prompt review, approval and forwarding of all reports required or requested by the National Association of Insurance and Financial Advisors.

Section 3

Insofar as possible, this Association shall be represented by its proper Delegates, or their duly appointed alternates, at all appropriate conventions and meetings of the National Association of Insurance and Financial Advisors.

Article VIII Representation and Powers

Section 1

At the Annual Meeting, the membership of this Association shall be represented by Delegates.

Section 2

Members of the Board of Trustees and Past Presidents of this Association shall be included as Delegates at the Annual Meeting of the Association.

Section 3

The Delegates shall have the power to take on matters not reserved to the Board of Trustees.

Article IX

Nomination and Election of Officers and Trustees

Section 1

The ratification of Officers and Trustees shall be held at the Annual Meeting at such time as may be fixed by the Board of Trustees.

Section 2

A Selection Committee shall be convened for the purposes of identifying qualified candidates for the position of Officers and Trustees. The Selection Committee shall complete its report, and a copy of such report shall be provided to the Officers of the Association no less than 45 days prior to the annual meeting. No person shall hold the office of Trustee for a period longer than three successive terms and after serving such term or terms, may not be re-elected to the office of Trustee; provided, however, the filling of an unexpired term of a Trustee by appointment shall not be considered the appointee’s first term for the purpose of those limitations.

Section 3

Additional candidates for office may be placed in nomination at the Annual Meeting.

Section 4

The nominee for each office receiving the highest number of votes shall be declared elected. A tie among Trustee nominees shall be settled by the Selection Committee.

Article X Finance

Section 1

The fiscal year of the Association shall from July 1 to June 30.

Section 2

The Board of Trustees shall adopt a balanced budget of estimated income and expenditures for the fiscal year as soon as possible after July 1st each year.

Disbursements shall not exceed the gross amount of the annual budget, except by formal action of a majority of the Board of Trustees.

Section 3

The Association’s books of account shall be audited at least every fifth year and reviewed annually between audits by such independent and qualified Certified Public Accountants.

Article XI Committees

Section 1

There shall be the following Standing Committees:

Membership Committee

Finance Committee

Selection Committee

Advocacy Committee(s)

Political Action Committee

Broad Gauge Committee

Executive Committee

All other committees will be created, as needed, on an ad-hoc basis by the Officers of the Association.

The duties and responsibilities of all standing and ad-hoc committees will be determined by the Officers of the Association.

Section 2

Each Standing Committee shall consist of not less than three (3) members, to be appointed by the President and the Officers, and to serve for the association year.

Section 3

All Standing Committees shall report to the Board of Trustees.

Article XII Rules & Procedures

Section 1

At least forty-five days prior to each Annual Meeting, all matters to be introduced for action by the Association shall be submitted in writing to the Secretary.

All matters to be introduced for action at the Annual Meeting shall be available in writing to each of the Delegates present at the Annual Meeting before action on such matters shall be in order.

Section 2

Roberts’ Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.

Article XIII Amendments

Any amendments to these Bylaws may be adopted at any Annual Meeting of the Association by a vote of two-thirds (2/3) of the voting Delegates present and voting.