NAPAA Bylaws 2012
NATIONAL ASSOCIATION OF PROFESSIONAL ALLSTATE AGENTS, INC.
Section A: The name of this voluntary organization shall be "The National Association of Professional Allstate Agents" hereinafter referred to as NAPAA. It shall be non-profit, non-political, nonpartisan, non-sectarian and there shall be no limitations in Membership based on race, sex, religious creed or political affiliations. The National Headquarters shall be the address of NAPAA's management company.
Section A: To create a professional organization from which information, ideas, statements, papers, journals, electronic communications, dissertations and studies can be presented to members and publicly for analysis, debate, resolution and publication on those subjects that are inherent and of interest to the business pursuits of members.
Section B: To promote professionalism and ethical practice, placing service to our policyholders and to the public first and foremost.
Section C: To promote and maintain effective communications.
Section D: To foster and encourage fellowship among members and their families.
Section E: To encourage increased competence through continuous study and professional industry courses.
Section F: To search for ways in which members may enjoy unique benefits- Investigate sources of the most economical insurance coverage's for members and recommend activities that may prove financially advantageous.
Section G: To provide information for all members on national and local issues affecting the performance of their duties.
Section H: To represent NAPAA members in other professional organizations with which NAPAA may become affiliated.
Section I: To influence the voting of the members' Allstate stock for purposes advantageous to members.
Section A: The membership of NAPAA shall consist of Agents under contract with Allstate Insurance Company upon payment of dues.
Section B: Retired Agents and terminated Agents may become members.
Section C: Other persons or organizations may become members upon approval of the Board of Directors, provided such members shall be non-voting members and shall not be eligible to vote at the Assembly of Members, or for Officers or Directors.
Section D: For the purpose of accommodation and communications members may form informal chapters, elect Officers and/or Directors. They may hold meetings and send out communications. These informal chapters must report to the Board of Directors on their activities quarterly.
Annual dues will be set by the Board of Directors. The Board of Directors will also determine methods of payment.
The fiscal year shall commence on June 1, and shall end on May 31.
ASSEMBLY OF MEMBERS
Section A: The annual meeting of the Assembly of Members shall meet once a year. The date of such meeting will be determined by the Board of Directors.
Section B: Each voting member present at the annual Assembly of Members shall have one vote. No proxy voting is allowed.
Section C: No issue requiring a By Laws change shall be presented for a vote before the Assembly unless all members are notified in writing at least 30 days in advance of the call for a vote on the same issue.
OFFICERS AND DIRECTORS
Section A: Officers shall be President, Executive Vice-President, Secretary, Treasurer plus the Immediate Past President. If the Immediate Past President is no longer a member of NAPAA the Board may appoint a replacement from the active Board members.
They shall be elected for a term of one (1) year and may succeed themselves, except for the Immediate Past President who will serve until his/her successor leaves office and is still active on the Board.
Section B: The President must have at least one (1) year of service as an Officer or Director to qualify for election.
Section C: There shall be four (4) at large Directors and their term of office shall be two (2) years. Active, Terminated or Retired agent members may be elected to the Board of Directors.
Section D: Officers and Directors shall assume their duties immediately following their election, and shall serve their term of office until their successors are duly elected.
Section E: Any Officer or Director may be removed from office for cause after a hearing by a two-thirds (2/3) vote of the Board of Directors.
Section F: The Board may create up to (5) five additional Directors positions for (1) one year terms.
ELECTION AND VACANCIES
Section A: Officers and two (2) Directors shall be elected during annual elections held between the days of May 1 and May 30. Nominations and declarations for all positions will be accepted by the Nominating committee between March 15 and April 20. NAPAA members who are current or former Allstate Agents may run for office. Results will be announced immediately after elections conclude.
Section B: The President shall appoint a Nominating Committee consisting of at least three (3) members of the Board of Directors. The Immediate Past President shall sit on the Nominating Committee as the Chairperson.
Section C: The Nominating Committee will identify and solicit candidates for Officers and Directors and submit a slate to the membership by May 1st. Members will have until May 30th to vote and return ballots. The candidate receiving the most votes for a particular office shall be elected to that office. Ties shall be resolved by votes of members present at the annual meeting.
In the event that all Board nominees are unopposed at the close of nominations, no annual election will be conducted in May. All nominees will be duly elected by default on May 31.
Section D: Vacancies in office shall be filled as follows:
1. In the event of the death, resignation or incapacity of the President, the Executive Vice President shall assume the duties of the President for the unexpired portion of the term.
2. The Secretary shall assume the duties of the President should the Executive Vice President be unable to take over the duties. Secession will follow to the Treasurer and if he/she is unable to serve the Board Of Directors shall appoint a replacement.
3. All other vacancies for Officer or Director shall be appointed by the President for the unexpired term.
DUTIES OF THE OFFICERS AND DIRECTORS
Section A: President: The President shall preside at all meetings of the Board of Directors and the NAPAA Assembly of Members during his/her term of office. Sign records and perform all the duties usually provided by the President of such an organization and such duties as shall be required of him/her by the Board of Directors.
Section B: Executive Vice President: The Executive Vice President shall assume the duties of the President for the unexpired term in case of death, resignation or incapacity of the President and shall serve in such other capacities as assigned by the President.
Section C: Secretary shall see that the minutes are kept of all meetings and sign legal documents as required.
Section D: The Treasurer shall sign checks and communicate with the accountant and the Board of Directors on budget and financial matters.
Section E: Immediate Past President: The Immediate Past President is to assure continuity in the Board of Directors. He/she shall serve in such other capacities as assigned by the President.
Section F: Board of Directors: The Board of Directors shall assist the President in the management and direction of NAPAA and shall ratify all the President's appointments. They will also approve the annual budget.
Section G: The Board of Directors may, by resolution, vote such reasonable compensation covering expenses for service of any Officer, Director or Member.
Section H: Any property held by NAPAA may be leased, mortgaged or sold by the Board of Directors without a vote of the general membership.
Section I: Immunity Clause: There shall be no personal liability on the part of, and no cause of action of any nature against any member of the Board of Directors while performing their normal duties on the Association's behalf.
Section A: There will be an Executive Committee consisting of President, Executive Vice President, Secretary, Treasurer and Immediate Past President. The committee may act on behalf of the Board of Directors. However, their actions are subject to ratification by the Board of Directors.
The President shall chair this committee. This committee may not rescind, expunge or otherwise alter actions already taken by the full board. There may be called meetings of the committee by one or more members.
Section B: Other committees shall be appointed by the President as needed.
Robert's Rules of Order, newly revised, shall serve as parliamentary authority, except to the extent said rules may conflict with New York State Business Corporation Law, in which case New York State Business Corporation Law shall have precedence.
EXTERNAL POLICIES AND DISCLAIMERS
This Association is not a part of and in no way speaks for Allstate Insurance Company.
The opinions or actions of NAPAA of any of its Members do not necessarily reflect the views of Allstate Insurance Company nor its affiliates. Nor do the views of any individual member necessarily reflect the views of NAPAA. Members who violate this section may have their membership terminated.
NAPAA will designate a spokesperson for the Association as needed.
Resolution of conflicts may be settled in the U.S. District Courts in the area in which NAPAA's management company is located.
Should NAPAA dissolve, the property and proceeds shall be distributed as the Board of Directors decide.
These Bylaws may be amended, supplemented or repealed by the Membership of the Assembly of Members, by a two-thirds (2/3) vote, provided notice of such proposed amendments shall have been mailed to the membership at least 30 days prior to the vote.
Amended June, 2012