By Laws

NAIFA-Carroll/Howard Bylaws

Article I - Name and Territory

Article II - Mission

Article III - Classes of Membership

Article IV - Admission to Membership and Resignation

Article V - Discipline

Article VI - Officers

Article VII - Board of Directors

Article VIII - Committees

Article IX - Meetings

Article X - National and State Affiliation

Article XI - Revenue

Article XII - Finance

Article XIII - Rules of Order

Article XIV - Approval of Bylaws and Amendments

Code of Ethics

ARTICLE I - NAME AND TERRITORY

Section 1. The name of this Association shall be NAIFA- CARROLL/HOWARD

Section 2. The territory of this Association shall correspond to the geographical boundaries of the State of Maryland.

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 - CLASSES OF MEMBERSHIP

Section 1. Membership shall consist of the Active, Associate, and Honorary classes.

Section 2. Active Membership

(a) The Active membership of this Association shall consist of insurance and financial advisors licensed to sell life, health and/or property-casualty insurance in either a personal sales or a field management capacity, who are elected to membership as provided in Article IV.

(b) The Active membership may also include any member who has been an Active member in good standing of one or more member associations of NAIFA for twenty (20) or more years, and who, by reason of having either (i) reached age sixty-five (65) or (ii) become permanently disabled, is no longer substantially engaged in the solicitation of new insurance business. Any person elected to Active membership under this paragraph shall be known as an Active Member Emeritus and may be exempt from or have reduced the at-large association portion of dues. NAIFA and state association dues portions must be paid in accordance with the Bylaws and policies of those organizations. Except as otherwise specified in these Bylaws, all reference to Active members shall include Active Members Emeritus.

(c) An individual shall be eligible for Active membership in this Association so long as the individual has a residence or office in the state in which this Association is located and provided that it is not otherwise practical for the individual to join a local NAIFA association in the state in which this Association is located.

(d) Active membership shall automatically cease for any person who changes vocational activity so as to be ineligible for Active membership.

(e) Active members shall be entitled to all of the privileges of this Association.

Section 3. Associate Membership

(a) Any person affiliated in any capacity with the home office or agency office of a life insurance company, and who is not eligible for Active membership, may be elected to Associate membership in this Association. Any person affiliated in any other capacity with any other business or profession related to the life insurance business may also be elected to Associate membership in this Association. An Associate member shall be entitled to all privileges of this Association except those of voting and holding office, however an Associate member shall be entitled to vote for candidates for election to office in this Association (if such officers are not elected by the board of directors) and shall be entitled to be elected as a voting member of the board of directors (but not as an officer) of this Association. The number of Associate members serving as directors on the board of this Association shall not constitute a majority of the board. Associate members shall not serve as officers of this Association.

(b) There shall be a special category of associate member known as “student associate member.” Student associate members shall be individuals enrolled in an accredited institution of higher learning, or such other academic institution which may be approved by the NAIFA Board of Trustees, and pursuing a Personal Financial Planning certificate or such other designation, degree, or certificate as the NAIFA Board of Trustees may specify. Persons eligible for Active membership shall not be eligible for student associate membership. An individual may only be eligible for student associate membership once and may not remain in this category of membership for more than three consecutive years. Student associate members shall be entitled to all the privileges of this Association except those of voting or holding office.

(c) An individual shall be eligible for Associate membership in this Association so long as the individual has a residence or office in the state in which this Association is located and provided that it is not otherwise practical for the individual to join a local NAIFA association in the state in which this Association is located.

Section 4. Honorary Membership

(a) Any person who has performed some distinguished service in the field of life insurance or in this state may be elected as an Honorary member of this Association for a period of one (1) year, and thereafter may be re-elected from year to year. An Honorary member shall be entitled to all privileges of this Association except those of voting and holding office.

(b) An individual shall be eligible for honorary membership in this Association so long as the individual has a residence or office in the state in which this Association is located and provided that it is not otherwise practical for the individual to join a local NAIFA association in the state in which this Association is located.

ARTICLE IV - ADMISSION TO MEMBERSHIP AND RESIGNATION

Section 1. Applicants for Active and Associate membership shall be admitted to membership under the following procedure or under procedures developed under NAIFA’s authority to process membership applications for this Association as provided for in NAIFA’s Bylaws. An application for membership shall be submitted to the Association Executive. It shall be signed by the applicant, giving name, title, company, and office and residence addresses, and shall be accompanied by the required membership dues and fees. (No such application for Honorary membership shall be required because proposals for election to this class of membership shall be initiated by the Board of Directors.)

Section 2. Active, associate and honorary members shall be elected by a majority vote of the Board of Directors.

Section 3. Any member may resign from this Association provided that all indebtedness to this Association has been paid. Membership dues are non-refundable upon resignation from the Association. The resignation shall be communicated to the Board of Directors, or its representative, and shall become effective when accepted by this Association.

ARTICLE V - DISCIPLINE

Section 1. Any Active or Associate member being two (2) months in arrears in the payment of membership dues or fees or any other indebtedness to this Association shall automatically stand suspended. Such member, upon payment of such indebtedness, may be reinstated by a majority vote of the entire Board of Directors. If all such indebtedness is not paid within six months of such member’s last anniversary date and the member is not reinstated by the Board of Directors during that six-month period, then membership shall automatically terminate at the end of that six-month period.

Section 2. Any member charged with conduct unbecoming a member of this Association, and against whom such charges are sustained after a due and proper hearing before the Board of Directors, may be reprimanded, suspended or expelled from membership. In such a case, a vote of two-thirds (2/3) of the entire Board of Directors shall first be necessary to sustain the charges. The type of discipline to be imposed must then be separately voted by two-thirds (2/3) of the entire Board of Directors.

Section 3. Any person whose membership in this Association has been terminated in any manner shall forfeit all interest in any funds or other property belonging to this Association, and all right to the use of the name, emblem, or other insignia of this Association, the state association and NAIFA.

Section 4. Any officer or director may, after due and proper hearing before the Board of Directors, be removed from office 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 Directors shall be necessary to sustain the removal.

ARTICLE VI - OFFICERS

Section 1. The officers of this Association shall be a Chair, a Chair-Elect, a Secretary-Treasurer, and the Association Executive. Other officers may be elected by the Board of Directors, and with such duties, as the Board of Directors deems appropriate.

Section 2. The President of the NAIFA state association for the state in which this Association is located shall be ex officio the Chair of this Association. The President-Elect of the state association shall be ex officio the Chair-Elect of this Association. The Treasurer of the state association shall be ex officio the Secretary-Treasurer of this Association. The Association Executive of the state association shall be ex officio the Association Executive of this Association. Each officer (except the Association Executive) shall be an active member in good standing of a NAIFA member association.

Section 3. All officers (except the Association Executive) shall take office on the first day of July of each year following their election to their respective positions at the state association, and shall serve for a term of one year, or until their successors are elected.

Section 4. The duties of the officers shall be as follows:

(a) The Chair shall be the executive officer of this Association and shall preside over all meetings of the Board of Directors and of this Association. The Chair shall appoint members of and be ex officio a member of any committee of this Association. The Chair shall perform such other duties as usually pertain to the office of Chair.

(b) The Chair-Elect, in the absence of the Chair, shall preside at all meetings and shall perform such other duties as may be assigned by the Chair or the Board of Directors. The Chair-Elect, with the advice of the Board of Directors, shall anticipate the duties of the Chair during the next association year.

(c) The Secretary-Treasurer shall be responsible for verifying and maintaining tax-exempt and non-profit status of this Association, keeping the records and minutes of the Association, and presenting all bills to the Board of Directors for approval. The Secretary-Treasurer shall collect all funds due this Association and shall deposit such funds in the Association’s official depositories, and shall disburse such funds on the order of the Board of Directors. The Secretary-Treasurer shall sign or countersign all checks, and shall at all times have the Association’s accounts and books open to inspection by the Board of Directors and any authorized auditors. The Secretary-Treasurer may be required by the Board of Directors to make bond. The Secretary-Treasurer shall submit a report at such times as the Chair or the Board of Directors may require. The Secretary-Treasurer shall submit to the proper recipients all communications received from the state association and NAIFA. The Secretary shall submit all official reports required by the state association and NAIFA, and by these bylaws, concerning this Association.

(d) The Association Executive shall be appointed for such period, such compensation, and with such authority, duties, facilities, and assistance as the Board of Directors may determine. The Association Executive shall have no vote on the Board of Directors.

ARTICLE VII - BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the officers, and as the Board of Directors deems appropriate, any other directors that the Board of Directors may elect.

Section 2. Each Director (except the Association Executive) shall be an Active or Associate member in good standing of a NAIFA member association.

Section 3. The Board of Directors shall determine the policies and activities of this Association, elect and discipline members, approve a budget and all expenditures, authorize all disbursements, take counsel with committees and have general management of the Association’s affairs. The Board of Directors may employ, or authorize the employment of, paid personnel and fix the terms and conditions of such employment.

Section 4. The Board of Directors shall meet at least twice each year in person or by telephone conference, and at the call of the Chair. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business by the Board.

Section 5. The interpretation of the Bylaws by the Board of Directors shall, in the absence of contrary interpretation by the NAIFA Board of Trustees, be final and binding.

Section 6. In the case of a vacancy in the office of Chair, the Chair-Elect shall succeed to the office. In the case of a vacancy in the office of other officers defined in Article VI, Section 1, or any Director, such office shall be filled by the Board of Directors as soon as possible after such vacancy has occurred.

ARTICLE VIII - COMMITTEES

The Board of Directors may create committees to exercise such powers as the Board of Directors considers appropriate to carry out the mission of this Association.

ARTICLE IX - MEETINGS

Section 1. This Association may hold meetings on such dates, and at such times and places, as is be determined by the Board of Directors, provided the members of this Association are given at least two (2) weeks notice of any meeting.

Section 2. One-sixth (1/6) of the members of this Association shall constitute a quorum for any meeting.

ARTICLE X - NATIONAL AND STATE AFFILIATION

Section 1. In recognition of the values of national fellowship and cooperation available to this Association through its privileges and rights of participation in the activities of NAIFA and the state 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 NAIFA and the state association. The Association shall conform to the accepted standards for at-large associations as set forth from time-to-time by the state association and approved by NAIFA.

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

Section 3. The Board of Directors shall provide for the prompt payment of any indebtedness to NAIFA and the state association. Membership dues attributable to new members of this Association shall be payable to NAIFA not later than thirty (30) days after the receipt by this Association of dues attributable to such members. NAIFA shall process all membership renewals for all members of this Association.

ARTICLE XI - REVENUE

Section 1. Each member of this Association shall pay annual dues except as may be provided below. Dues shall be payable on the member’s annual membership date and shall be paid not later than two (2) months thereafter. A member’s “annual membership date” shall be the first of the month following the day on which the member’s application for membership was approved, or the first of a later month specified by a member who chooses to pay prorated dues pursuant to the membership procedures of this Association.

Section 2 (a) Annual dues shall be $335 including required NAIFA and state association dues and fees, in the case of each Active and Associate member.

(b) Annual dues shall be $335, including required NAIFA and state association dues and fees, in the case of each Active Member Emeritus.

(c) Annual dues shall be $335 including required NAIFA and state association dues and fees, in the case of each Student Associate member.

Section 3. Honorary Members are not required to pay dues and are not counted by NAIFA in computing membership totals or achievement. Honorary members may subscribe to NAIFA’s monthly magazine and other publications, if desired, at the current member subscription rate.

Section 4. Monies payable to NAIFA may be waived during disability, except for any appropriate fees as may from time to time be established by the Board of Trustees of NAIFA, for those individuals who have been members of a NAIFA local or at-large association for at least ten (10) years, and whose total disability has been documented to the satisfaction of the Board of Directors of this Association. The Board of Directors of this Association may waive this Association’s portion of annual dues (but not the NAIFA or state association portions) for particular members, for specified time periods, as the Board deems appropriate under special circumstances.

Section 5. NAIFA shall, on behalf of this Association, process all membership renewals for all members of this Association. NAIFA shall remit to this Association that portion of the renewal dues for each member of this Association that is payable to this Association no later than fifteen (15) days following NAIFA’s receipt of such membership renewal dues.

ARTICLE XII - FINANCE

Section 1. The fiscal year of this Association shall begin on the first day of July of each year.

Section 2. Not later than the fifteenth day of July of each year, a budget of estimated income and expenditures for the fiscal year shall be adopted by the Board of Directors.

Section 3. The Association’s book of accounts shall be audited at least once each year. The auditors shall be named by the Board of Directors.

Section 4. The Board of Directors shall determine the official depository or depositories for Association funds and shall designate one or more persons in addition to the Secretary-Treasurer to sign or countersign checks or other documents for the disbursement of such funds.

Section 5. Upon dissolution of this Association all remaining assets shall be transferred to either the state association, NAIFA, or another non-profit organization.

ARTICLE XIII - RULES OF ORDER

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

ARTICLE XIV - APPROVAL OF BYLAWS AND AMENDMENTS

Section 1. Any amendments to these Bylaws, if in conformity with the policies of the state association and NAIFA, may be adopted by a two thirds (2/3) vote of the Board of Directors, provided that written notice of the proposed amendments shall have been sent to the members of this Association at least one month prior to the vote of the Board.

Section 2. These Bylaws, and any bylaw amendments, shall be effective only when submitted to and approved by the state association and NAIFA. True copies of these bylaws and all amendments shall be provided by the Secretary-Treasurer of this Association to the state association and NAIFA.

The foregoing is a true and complete copy of the Bylaws of this Association:

Witness: ___________________________________

[Association Secretary-Treasurer]

Date Approved: _____________________________

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