Proposed By-Laws of

Illinois Association of Mutual Insurance Companies (IAMIC)

Revised 8.23.2022

The name of the Association is the Illinois Association of Mutual Insurance Companies as incorporated under the laws of the State of Illinois and from now on, referred to as “the Association.”

The purposes of the Association are to encourage, develop and maintain cooperation and communication between insurance companies and insurance associations that are domiciled or do business in the State of Illinois; to publicize and support matters that are beneficial to the Association, its members, and the insuring public; to generally undertake and support activities that are of service and benefit to the insurance industry and the insuring public.

The registered office of the association shall be the Executive Director's location. The registered agent of the association shall be the Executive Director.

SECTION 1 - Classes of Membership. The Association shall have the following classes of membership:

(a) Voting Member. Any insurance company incorporated under the laws of the State of Illinois.

(b) Associate Member. Any insurance company not incorporated under the laws of the State of Illinois, and any industry-related firm, business, or association.  Associate members shall have no voting rights.

(c) Agent Member. Any corporation or limited liability company that operates as an insurance agency and contracts with an Illinois, mutual insurance company.  Agent members shall have no voting rights.

(d) Domestic Mutual Member. Any Illinois domestic mutual insurance company that has elected non-voting status.

SECTION 2 - Membership Approval; Suspension, Expulsion, or Resignation from Membership.

Those firms, businesses, or associations who filed applications for membership and were approved by a majority vote of the Board of Directors of the Association (the “Board”) shall be classified as members.  The Board shall have the right to reject any application for membership by a majority vote of the members of the Board.  By majority vote of the Board, a member may be suspended or expelled for failure to pay dues.

Further, the Board may, by an affirmative vote of two-thirds of the members of the Board, suspend, expel, or otherwise sanction any member for:

• Failing to comply with the By-laws and Policies of the Association,
• Failing to pay or reimburse the Association for services rendered or products provided to the member either directly or indirectly through an arrangement or agreement with an outside vendor, provider, or another member of the Association, or
• Engaging in conduct contrary to the mission, goals, or values of the Association.

Sanctions other than suspension or expulsion may include but are not limited to:

• Denial of registration, application, or participation in any Association event, function, scholarship program, or any other Association sponsored or supported program,
• Denial of sponsorship, recognition, or donation in support of any Association event, function, scholarship program, or any other Association sponsored or supported program,
• Denial of advertising to be placed in any Association publication or website,
• Denial of access to any service or product offered or available to members in good standing,
• Offering a limited membership as determined by the Board.

Any member suspended, expelled, or otherwise sanctioned shall be notified of such action with a written notice to the company's Chief Executive Officer/Manager and Board Chair.  The IAMIC Executive Director and/or Chair shall provide the written notice.  If email is utilized as the notification method, a copy of the letter shall be sent to the affected parties by a traceable delivery method. The member suspended, expelled, or otherwise sanctioned may request a hearing before the Board.  Such hearing must be requested in writing to the Executive Director within 30 days of the date of the notice.  The Board shall then schedule a hearing and notify the member of such hearing.  At the hearing, the member will be given reasonable time to request reconsideration and to present evidence in support of that request.  As soon as practical after the hearing, the Board will take a final vote on the suspension, expulsion, or other sanctions.  A vote by two-thirds of the Board shall be final.  The suspension, removal, or other sanctions shall remain in effect during the notification and hearing process.  If the member fails to request a hearing as described above or fails to appear for the hearing, the original vote of the Board shall stand.  Once the suspension, expulsion, or other sanctions are finalized, the Association may notify the members of such action.

Any suspension, expulsion, or other sanctions shall remain in effect indefinitely unless and until lifted by a two-thirds majority vote of the Board.  If the member has been expelled, the former member may apply for membership but must be approved by a two-thirds majority of the Board to be readmitted to the Association.  Further, any suspension, expulsion, or other sanctions shall apply to any employee, manager, or director of the member, as well as to any successor company, merger partner, affiliate, or company affiliated under a management contract with the member suspended, expelled, or otherwise sanctioned.

Any member may resign from the Association at any time by filing a written notice of resignation with the Secretary-Treasurer or the Executive Director. Still, such resignation shall not relieve the member of the obligation to pay dues or other charges accrued and unpaid.  Except by a two-thirds majority vote of the Board, any dues or additional charges paid for costs incurred by the Association on behalf of the resigning member shall not be returned, refunded, or credited to the member.  The member or former member shall be liable for reasonable expenses incurred by the Association for the collection of unpaid dues or other charges incurred by the Association on behalf of the member or former member.

SECTION 3 - Dues.

Each member shall pay annual dues in an amount to be established by the Board from time to time. Dues shall be payable annually on or about the first day of February.  Members who join after February 1 will pay the full dues for the current year, and the first renewal shall be prorated. When any member shall default in the payment of dues for a period of two months from the date on which such dues became payable, the Board may terminate membership as provided in Section 2 hereof. In such an event, the Board may allow the defaulting member an opportunity for a hearing before the Board.

SECTION 4 - Voting at Annual Meetings, Special Meetings of the Association.

Each voting member shall be entitled to one vote on any issue to come before a meeting of the members. Cumulative voting and voting by proxy shall not be allowed. Voting on any question or in any election may be by voice unless the Chair of the meeting shall direct or any member shall demand voting by ballot. If 50% plus one of the voting memberships are registered at the annual convention of the association, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members unless the vote of a more significant number is required by law or by the provisions of the Articles of Incorporation of the Association or by these Bylaws. If 50% or less of the voting membership is registered at the annual convention, the affirmative vote of two-thirds of those members represented at the meeting shall be the act of the members unless the vote of a more significant number is required by law or by the provisions of the Articles of Incorporation of the Association or by these Bylaws.

Thirty-three percent of the voting members may call a special association meeting. These members must submit a petition, signed and dated by the delegate of the voting members, to the association Executive Director. Special meetings of the association must be held within 30 days of the receipt of the petition by the Executive Director. If 50% plus one of the voting memberships are present at the special meeting, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members unless the vote of a more significant number is required by law or by the provisions of the Articles of Incorporation of the Association or by these Bylaws. If 50% or less of the voting membership is present at the special meeting, the affirmative vote of two-thirds of those members represented at the meeting shall be the act of the members unless the vote of a more significant number is required by law or by the provisions of the Articles of Incorporation of the Association or by these Bylaws.

SECTION 1 - Governance.

The governance and direction of the Association shall be vested in a Board consisting of ten voting members, and the Board shall have the power to delegate assigned duties to such individuals or committees as the Board shall from time to time deem appropriate. Each member of the Board and the Association’s officer shall comply with the Association’s code of ethics.

SECTION 2 - Composition and Number.

The Board shall consist of Six Members at large, as specified, and the following four officers of the Association: Chair, Chair-Elect, Past Chair, and Secretary-Treasurer. Such officers shall serve the membership at large. The Executive Director of the Association shall not be a member of the Board.

SECTION 3 - Qualifications.

To be eligible to serve as a director of the Association, a candidate must be an officer, director, or employee of a voting member of the Association.

SECTION 4 - Term of Office.

Board members representing shall be elected to a three-year term. The Association officers shall serve a one-year term on the Board. Directors shall commence their terms on the first day of November following their election, such as the first day of November is the start of the Association’s fiscal year.

SECTION 5 - Vacancies.

Vacancies shall be created by the death, resignation, ineligibility, or inability of a member of the Board to continue service. Failure to attend three consecutive Board meetings shall be considered a tender of resignation from the Board, which tender of resignation may be accepted or rejected by the Board as it shall deem appropriate. The Board shall have the power to determine the ineligibility or inability of a director to continue service. The vacancy shall be filled by appointment of the Board from the membership until the next annual meeting.

SECTION 6 - Meetings.

The Board shall have regular quarterly meetings, one of which may be at the time of the annual meeting of the members and may convene special meetings upon the call of the Chair of the Board or by notice of the Executive Director upon the request of at least four directors.

The Board of Directors, the Executive Committee, and/or any other committee appointed by the Chair, Executive Committee, or the Board may convene any meeting (except the Annual Meeting of the association) by telephone or other electronic means, provided that all Board or committee members shall be able to participate in the meeting contemporaneously and engage in deliberations with all other participants. Under this Section, meetings may be convened whereby all Board or committee members join by telephone or other electronic means, or some members attend by such means and others attend in person.

SECTION 7 - Voting at Directors’ Meetings.

Six members of the Board shall constitute a quorum for the business transaction at any board meeting. A majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a more significant number is required by statute, the Articles of Incorporation of the Association, or these Bylaws. No director may act by proxy on any matter.

SECTION 8 - Compensation.

Board members shall serve the Association without compensation but shall be entitled to reimbursement for expenses reasonably incurred on behalf of the Association.

SECTION 1 - Designation, Selection, and Term.

The Officers of the Association shall consist of a Chair, Chair-Elect, Past-Chair, Secretary-Treasurer, and Executive Director. The voting members shall elect the Chair-Elect for a one-year term and the Secretary-Treasurer for a two-year term at their annual meeting. They shall take office on November 1 following such an election. No person who has served a full term as Chair-Elect or Past Chair shall be eligible to serve a consecutive term in the same office. The Chair-Elect shall automatically succeed to the Office of Chair upon the expiration of the Chair’s one-year term or upon the Chair's death, resignation, ineligibility, or inability to serve. The Chair shall automatically become the Past Chair and serve a one-year term.  If the Past Chair cannot fill their position, the position will remain open until the following cycle. The Secretary-Treasurer will be elected for a two-year term and is eligible to serve an additional term, consecutive or otherwise.

The Executive Director, who shall have general management of the Association’s day-to-day affairs subject to the supervision of the Board and Executive Committee, shall be selected by the Board and employed by the Association upon such terms and conditions as shall be determined by the Board.

SECTION 2 - Vacancies.

The Chair-Elect shall fill a vacancy in the office of the Chair; a vacancy in the office of the Chair-Elect shall be filled by appointment of the Board; a vacancy in the office of Secretary-Treasurer shall be filled by appointment of the Board.

SECTION 3 - Removal.

Any officer elected or appointed by the Board may be removed by two-thirds affirmative vote of the Board whenever, in its judgment, the best interests of the Association would be served thereby.

SECTION 4 - Duties of Officers.

a) Chair. The Chair shall be Chief Executive Officer of the Association and preside at all meetings of the members, the Board, and Executive Committee; shall appoint committees except as otherwise provided in the Bylaws and perform such other duties as may be assigned by the Board or the Executive Committee. The Chair shall be an ex-officio member of all committees. The Chair or acting Chair shall cast a vote on any issue that shall come before the Board only in case of a tie.

b) Chair-Elect. The Chair-Elect shall succeed the Chair in office and act in the place of the Chair in the absence or inability of the Chair to serve. The Chair-Elect shall perform such duties as may be assigned from time to time by the Chair, the Board, or the Executive Committee.

c) Past Chair. The Past Chair shall act in place of the Chair or the Chair-Elect in the absence or inability of the Chair and the Chair-Elect to serve. The Past Chair shall perform such duties as may be assigned from time to time by the Chair, the Board, or the Executive Committee.

d) Secretary-Treasurer. The Secretary-Treasurer shall be the chief financial officer of the Association and shall, with the assistance of the Executive Director, maintain the books and records of the Association. The Secretary-Treasurer shall supervise Association funds, securities, and disbursement shall be made by check issued and signed by administrative rules adopted by the Board from time to time. The Secretary-Treasurer or designee shall keep minutes of all meetings of the Board and the Executive Committee.

The Board may designate an Assistant Secretary-Treasurer to perform the duties of the Secretary-Treasurer in the absence or inability of the Secretary-Treasurer to serve. The Assistant Secretary-Treasurer shall perform such duties as may be assigned by the Board, the Executive Committee, or the Secretary-Treasurer.

E) Executive Director. The Executive Director shall be responsible for the day-to-day management and operation of the Association subject to the supervision of the Board and Executive Committee. The Executive Director shall serve as an ex-officio member of all Committees.

a) Executive. There shall be an Executive Committee consisting of the Chair, Chair-Elect, Past Chair, and Secretary-Treasurer. The Executive Committee shall act for the Board between meetings.

b) Government Relations. There shall be a Government Relations Committee consisting of the GR Chair, GR Chair-Elect, Executive Director, and six at-large members. The Chair-Elect shall appoint members for three-year terms. Each year the Chair-Elect shall appoint a member to fill the vacated seat for a three-year term. The Chair-Elect shall appoint the Committee Chair for the following term.

c) Nominating. The Nominating Committee will be composed of the four immediate past Chairmen, willing and able to serve, along with the second-year directors representing the Association, with the most recent attending past Chair serving as Chair of such committee. The Committee’s duty shall be to present nominations for all officers and directors to be elected by the Association at its annual meeting. The Nominating Committee shall submit a slate of candidates for officers and directors to the members at least 90 days before the annual meeting. Nominations from the member companies, which are to be submitted in writing to the Executive Director, shall be open up to 60 days before the annual meeting. The final slate of all candidates for officers and directors shall be submitted to the membership at least 30 days before the annual meeting.

d) Education. There shall be an Education Committee responsible for the association’s educational programming. The Chair-Elect shall select the Education Committee Chair for the following term. 

e) Other Committees. The Chair may appoint such other committees as the Chair, Executive Committee, or the Board shall deem appropriate to the governance of the Association.

Unless otherwise provided, a Committee shall continue until the next annual meeting. The Chair may fill a vacancy on any Committee if a method for filling any such vacancy is not otherwise provided herein. Each committee may adopt rules for its governance not inconsistent with these Bylaws or rules adopted by the Board. The Authority of a Committee may be exercised without a meeting if all Committee members sign an action taken by the Committee. The Executive Director of the Association shall serve as the representative to the National Association of Mutual Insurance Companies (NAMIC). If the Executive Director is unable or unwilling to serve in such a capacity, then the Chair shall appoint an alternate. Committee members shall not be entitled to compensation for their services but shall be entitled to reimbursement for expenses reasonably incurred on behalf of the Association.

The Association shall and does hereby indemnify and hold each of its officers, directors, employees, and committee members (and former officers, directors, employees, and committee members) harmless from and against any claims, suits, damages, judgments, and expenses arising from or in connection with their services for or on behalf of the Association, provided, however, that this Article shall not apply in the event of gross negligence or willful misconduct in the performance of their Association duties.

The deductible will be paid with Association funds if a claim is made against the Association’s Director’s & Officer’s insurance policy.

The time and place of the annual meeting shall be designated by the Board and announced at least 90 days before such meeting.

The fiscal year of the Association shall commence on the first day of November each year and shall end on the 31st day of October in the next ensuing year.

SECTION 1 - Votes Required.

The Articles of Incorporation and/or Bylaws of the Association may be amended by a two-thirds affirmative vote by the members present and voting at any annual meeting or a special meeting called for that purpose.

SECTION 2 - Recommendations for Amendments.

The Board shall consider and make such recommendations for amendment of the Articles of Incorporation and/or Bylaws of the Association as it shall deem appropriate. Any member may submit requests for amendments to the Board by written proposal delivered to the Executive Director at least 90 days before a meeting at which such amendment shall be considered. Upon approval by the Board, the Executive Director shall cause a copy of the proposed amendment to be delivered to each member at least 30 days before such meeting. The Board may, but need not, endorse any such amendment to be considered by the voting members of the Association.

SECTION 1 - Contracts.

The Board may authorize any officer or officers to enter any contract or execute and deliver contracts in the name of and on behalf of the association. Such authority may be general or confined to specific instances.

SECTION 2 - Budgets.

The Board shall cause an annual budget to be prepared by the Executive Director, which shall be approved by the Board and then be available for review by any member upon request. The Board shall have the authority to amend such budget as circumstances required and shall adopt such rules as appropriate to the annual preparation and publication of the budget.

SECTION 3 - Checks and Drafts.

All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner, as shall from time to time be determined by the Board.

SECTION 4 - Deposits.

All funds of the Association shall be deposited from time to time to the credit of the Association in such bank or another depository as the Board shall determine.

SECTION 5 - Gifts to the Association.

The Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or any particular purpose of the Association.

Any member of the Association may use the insignia of the Association.

The Association shall maintain correct and complete books and records of account. It shall also keep minutes of the proceedings of its members, the Board, and committees having any of the authority of the Board. It shall maintain a current list of the names, addresses, and telephone numbers of all voting and associate members at the association’s principal office. All books and records of the Association may be inspected by any member upon reasonable notice and at appropriate times. The Board shall retain the services of an outside auditor to audit the financial records of the Association on an annual basis. It may secure such services or other professional services upon the terms and conditions as the Board shall approve from time to time.

The Code of Ethics for employees, officers, and directors of this Association, as approved or amended from time to time by the Board, shall be attached to these Bylaws as an exhibit.

Revised: August 23, 2022

The slate of Candidates to be voted on during the Annual Business Meeting