ARTICLE I. NAME

The name of this organization shall be Independent Insurance Agents of Central New York, Inc.

ARTICLE II. PRINCPLES

The object for which the IIACNY, Inc. was formed can be secured only by the recognition of, and a strict adherence to those principles that have been developed for the purpose of stabilizing the American Agency System, and which form the foundation upon which the agency system must build. The principles are:

1. Agents’ ownership of expirations.
2. Protection of local agents against the competition of non-resident brokers in that all lines shall be written in accordance with conditions, rules and rates to which the risk is subject locally.
3. Disapproval of the appointment of financial institutions, their officers or employees as company representatives or brokers in competition with established agencies.
4. Active support, at the local level, of our state level agents' associations, including the recruitment of members for positions on state association boards and committees.
5. Application of the policy of conference and cooperation as a means of equitable and amicable adjustment of every question that shall arise between companies and agents, or between agents themselves.

ARTICLE III. MEMBERSHIP

Section 1.

This association shall have 3 classes of membership- Active, Associate and Affiliate.

Section 2.

Active Membership shall be comprised of those agencies operating as a partnership, corporation, limited liability company, individual or any other recognized form of business entity and which meet the following requirements

1. Possess a valid New York State Agent and/or Brokers license(s) in good standing with the NYS Insurance Department
2. Be in the business of providing insurance and financial products to end users and
3. Have the ability to represent multiple carriers and own the expirations and renewals for a majority of their business
4. Maintain an office in Onondaga County
5. The agency must be a member in good standing with the Independent Insurance Agents and Brokers of New York and have acknowledged the Statement of Coextensive Local Agreement between IIABNY and the Association, a copy of which will be kept by the Secretary of this Association. Acknowledgement is inferred through the payment of dues to each association. Failure to acknowledge such shall prohibit Membership in this Association.

Section 3.

Any insurance agency meeting all requirements for active membership except for part D of Article III Section 2 shall be eligible for associate membership. Insurance company personnel may be elected to IIACNY, Inc. as Associate Members. Persons, firms, or corporations engaged in business that is supportive of the Independent Agency System may be elected to IIACNY, Inc. as Affiliate Members. Associate and Affiliate members may attend all regular meetings of the Association and participate in all social activities at member rates. Associate and Affiliate members may be elected to the Board of Directors and shall enjoy procedural privileges accorded to members thereof, but shall remain ineligible to vote on matters requiring the approval of the Active Membership, as these by-laws may require. They may not serve as officers.

Section 4.

Any applicant qualifying under Article III, Section 3 may be elected to Active or Associate membership by a three-quarters vote of all members present at Regular Meeting, after such application has been recommended by the Membership Committee and approved by the Board of Directors.

Section 5.

Any member may voluntarily withdraw from this Association by serving thirty day’s signed notice of such intention upon the Secretary. Notice may be served personally or by mail.

Whenever a member agent or agency shall sell or transfer its business or establish a new firm by the addition or withdrawal of the members, the membership of such agent or agency shall continue provided, however, that such continuity of membership be approved by the Board of Directors.

Section 6.

Any member of the Association may be suspended or expelled for the non-payment of all membership and other fees when due.

ARTICLE IV. FEES AND DUES

Section 1.

The initiation fee for Active Membership shall be determined by the Board of Directors.

In case of any applicant failing to be elected to membership, the fee shall be promptly returned by the Treasurer.

Section 2.

The dues for Active Membership shall be determined by the Board of Directors. These dues shall be based on either a flat per agency fee or sliding scale based on the employee count maintained by the State Association.

Section 3.

The dues for Associate Membership shall be determined by the Board of Directors.

Section 4.

The dues for Affiliate Membership shall be determined by the Board of Directors.

Section 5.

All dues for Active Members will be billed with their State Association dues and will become payable September 1^st of each year.

All dues for Associate or Affiliate membership shall become due January 1 of each year, payable in advance. Any pro-rata adjustment for new members shall be at the discretion of the Board of Directors.

ARTICLE V. OFFICERS

Section 1.

The officers of this Association shall be President, Vice President, Secretary and Treasurer. They shall be elected by ballot at the Annual Meeting and shall hold office for one year and/or until their successors shall be duly elected.

No persons shall be eligible for nomination if, upon his/her election, there could exist more than two persons as officers who are associated with or employed by the same agency or an affiliate of such agency. When two persons associated with the same agency are serving as officers they may not immediately succeed each other in office.

Section 2.

The President shall preside at all meetings and shall perform such other duties pertaining to the office as may be provided herein.

Section 3.

The Vice President shall perform the duties of the President in his/her absence or inability to act.

Section 4.

The Secretary shall:

1. Keep a full report of all meetings of the Association and the Board of Directors
2. Record the names and places of business of all members
3. Give all notices of meetings and perform all other duties usual to the office of Secretary

Section 5.

The Treasurer shall:

1. Collect all dues and fees and make such disbursements as the Board of Directors may authorize.
2. Keep a true and accurate account of all receipts and disbursements of the Association.
3. Make a full and complete statement of finances at the Annual Meeting and whenever requested by the Board of Directors. This account shall be audited annually by a committee appointed by the President.
4. Furnish a bond and other insurance in amounts to be determined by the Board of Director, the premium therefore to be paid by the Association.

Section 6.

The Board of Directors shall have the power and authority by two-thirds vote to fix the compensation to be paid to the above officers, if any. Compensation is to be based upon the fair remuneration for the services rendered and the ability of the Association to pay.

ARTICLE VI. BOARD OF DIRECTORS

Section 1.

The Board of Directors shall consist of President, Vice President, Secretary, Treasurer, immediate Past President and nine Directors. The Directors shall be divided into three classes of three members in each class with a three year term so that terms of office in one class will expire each year.

Section 2.

Whenever a vacancy shall occur in the Board of Directors or an elected office by reason of death, resignation, suspension or inability to act, the Board of Directors has the power and authority to select an active member in good standing to serve out the unexpired term of such Director or Officer.

Section 3.

The Board of Directors shall have general supervision and management of the officers and funds of the Association.

Section 4.

Five Directors and two officers shall constitute a quorum of any regular meeting of the Board of Directors.

Section 5.

Board members are required to attend all scheduled meetings. If a Board member fails to attend two-thirds of scheduled meetings to date, their attendance will be reviewed by the Board for possible action, including dismissal.

ARTICLE VII. MEETINGS

Section 1.

Monthly meetings shall be held at such time and place as may be designated by the Board of Directors.

Section 2.

Special meetings may be called by the Directors or upon written request presented to the President by one-third of the Association.

Section 3.

Twenty percent of the Active Member agencies and at least twenty members shall constitute a quorum for the transaction of business.

Section 4.

A majority vote of the Active Members present shall rule, unless otherwise provided by the by-laws.

Each member agency shall be entitled to one vote in administering the affairs of the Association.

Section 5.

The Annual Meeting of the Association shall be held each year at such time and place as may be designated by the Board of Directors.

ARTICLE VIII. COMMITTEES

Section 1. Executive Committee

The Board of Directors may appoint an Executive Committee consisting of three Directors and three Officers which shall have such powers as the Board may delegate to it and which shall function when the Board of Directors is not convened.

The President by and with the approval and consent of the Board of Directors may appoint the standing committees named in this Article and any special committees as may be desired from time to time to facilitate the business of this Association.

Section 2. Nominating Committee

A Nominating Committee of five members shall be appointed by the President at the regular Monthly Meeting preceding the Annual Meeting. It shall be their duty to present a slate of nominations for Officers and Directors as set forth in the Articles of Incorporation and these by-laws, such slate to be presented at the Annual Meeting.

Section 3. Auditing Committee

An Auditing Committee of one shall be appointed, whose duties shall be to examine and audit the books of the Treasurer previous to the Annual Meeting and report to the membership at the Annual Meeting.

Section 4. Membership

A committee of three shall be appointed to endeavor to bring into this Association all qualified agencies. This committee shall receive and pass upon all qualified agencies. This committee shall also receive and pass upon all applications for membership and report their findings to the Board of Directors.

Section 5. Ethics

A committee of three shall be appointed, whose duties it shall be to investigate and report to the Board of Directors any agents or brokers they may consider as unqualified and acting in an unethical or illegal manner. This information may then be transmitted to the Superintendent of Insurance of the State of New York for any action he/she may deem necessary to correct such unethical or illegal practices which are detrimental to the interest of the insurance-buying public.

Section 6. Program Committee

A Committee of at least two shall be appointed whose duty it shall be to provide educational and informative programs for regular meetings.

Section 7. Project InVEST Committee

The Project InVEST Committee will initiate and support Project InVEST classes throughout Central New York, thereby educating young people about the insurance industry and the independent agency system.

The Board of Directors shall appoint at least two Active Members to the committee, one of whom shall serve as Chairperson. The Chairperson shall seek additional committee members from throughout the insurance industry.

ARTICLE IX. AMENDMENTS

Section 1.

Proposed amendments shall be submitted in writing to the Board of Directors, who shall vote on them at least ten days prior to the regular meeting at which they shall be presented for vote by the membership.

Section 2.

After approval of the Board of Directors, the Secretary shall mail a copy of the amendment to each member at the address appearing in the Secretary's records, together with notice that same will be voted upon at the next regular Monthly Meeting.

Section 3. Approval of any By-Law amendment requires a two-thirds vote of the Active Members present.

ARTICLE X. PARLIAMENTARY AUTHORITY

Section 1.

Roberts’ Rules of Order shall be the Parliamentary Authority in all matters of procedure not specifically covered by these By-Laws.