FAIA Constitution and Bylaws
Article I—Name
Article II—Objectives
Article III—Membership
Article IV—Officers
Article V—Board of Directors
ArticleVI—Amendments
Article I—Membership
Article II—Meetings
Article III—Fiscal Affairs
Article IV—Duties of Officers
Article V—Committees
Article VI—Vacancies
Article VII—Fair Trade Practices
Article VIII—Amendments
Article IX—Parliamentary Procedure
Article X—Indemnification of Directors, Officers and Employees
Constitution of the Florida Association of Insurance Agents
Article I—Name
The name of this organization shall be the Florida Association of Insurance Agents, Inc. It is declared to be a voluntary, non‑stock, non‑profit, incorporated, membership, trade association.
Article II—Objectives
Its objectives shall be:
- to support good and proper principles and oppose bad practices in the transaction of the business of insurance;
- to encourage and promote understanding and legal cooperation among insurance agents and between them and insurance companies, company organizations and other organizations in the insurance business having objectives and purposes similar to this Association;
- to encourage and promote good public relations which shall include relations between all segments of the business and with the public;
- to oppose unfair methods of competition and unfair or deceptive acts or practices in the business of insurance;
- to provide insurance agents, their employees and appropriate others with practical, coordinated plans of insurance education;
- to promote and improve the skills and training of its members;
- to support and conform to all applicable insurance laws;
- to support and cooperate with appropriate regulatory bodies in all ways to the interest of this Association and the public and to develop, submit, introduce or support any legislation directly or indirectly pertaining to insurance of benefit to the public and to vigorously oppose any legislation contrary to the interests of the public or the industry;
- to promote and support individual initiative and free enterprise;
- to support those insurance companies which are loyal to the objectives and purposes of this Association and the American Agency System, which system is defined to be the production and servicing of insurance contracts by insurance agents operating on their own account as independent contractors.
Article III—Membership
Section 1
The membership of this Association shall consist of firms or corporations: which are actively, though not exclusively, engaged in the business of property and casualty insurance; which have within their organization one or more agents, in possession of a valid resident license; who represent a duly licensed property and casualty company or companies that recognize a member’s ownership of expirations; who are independent agents who operate as independent contractors of property and casualty insurance companies; who are of good business reputation and who have had experience and training, or are otherwise qualified in the respective lines of insurance which they negotiate and effect; and who subscribe to the objectives of this Association.
Section 2
Membership in this Association shall automatically carry membership in the Independent Insurance Agents and Brokers of America, Inc., or its successor.
Section 3
All membership dues shall be due and payable annually, in advance, on the first day of September of each year, unless other dates and related fees for payment shall be fixed by the Board of Directors.
Section 4
The membership of any member who remains in arrears in the payment of dues, assessments or penalties for sixty (60) days shall be subject to termination, unless for good cause shown, the Board of Directors shall extend the time for payment beyond that period. Any member terminated for nonpayment of dues, assessments or penalties shall be reinstated only upon receipt of all amounts owed plus a reinstatement fee to be determined by the Board of Directors.
Section 5
Membership of any member found by the Board of Directors to be operating contrary to the objectives of this Association, or conducting themselves in a manner unbecoming a member, or using unethical practices, may be terminated; provided, ten days’ notice in writing shall have first been given to such member of the charges and a hearing granted before the Board of Directors if such member desires a hearing. From any action so taken by the Board of Directors, the member shall have the right to appeal to the Association at its next meeting, provided notice in writing of such appeal shall have been given to the Chairman five days in advance of such meeting.
Section 6
The Board may approve additional categories of membership other than those in Section 1 above, including the qualifications, rights and privileges thereof as long as such categories do not conflict with other provisions herein or with the Constitution of the Independent Insurance Agents and Brokers of America, Inc., or its successor. The Board may refuse membership to, or terminate or suspend the membership of, any person or entity in any additional categories for the reasons specified in Section 5 above or whenever it is deemed to be in the best interest of this association and consistent with its purpose and objectives. The refusal, termination or suspension of the membership authorized by this section may be contested by filing with the Board within 30 days of the refusal, termination or suspension a request for the Board to review the matter, providing any related information requested by the Board or its designated committee, and complying with any conditions imposed by the Board or its designated committee. At the discretion of the Board, the review may be in the form of a hearing or limited to the submission or written documents, conducted by the entire Board or delegated to a committee of three Board members designated by the Chairman and authorized to make a final determination. A final decision shall be rendered within a reasonable time of the request for review.
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Article IV—Officers
The officers of this Association shall be a Chairman, a Chairman‑Elect, a Vice Chairman, a State National Director and a President. The President shall be selected and appointed on a continuous basis by the Board of Directors with such appointment subject to termination for cause by a two‑thirds vote of the Board of Directors.
Upon the adoption of this Constitution, the Chairman, Chairman‑Elect and Vice Chairman shall be elected by ballot at the annual meeting of the Association; and a State National Director, whose term shall be set by the Board of Directors consistent with IIABA’s terms or requirements, and who shall be elected for a term of three years, and unless a vacancy occurs in such office, the same shall be filled by ballot every three years thereafter at the annual meeting. In lieu of an annual meeting, balloting may be conducted using electronic means approved by the Board of Directors. The officers named in this paragraph shall be eligible for re‑election to the named respective offices but only for one additional term of office.
After the adoption of this Constitution, the Chairman‑Elect shall take office as Chairman on September 1 when the office of Chairman becomes vacant, without any further election or ballot. The Board of Directors is empowered to create such other positions, and to make appointments to fill the same, as may be necessary from time to time. Except as otherwise provided herein, each officer shall serve for one year, and until his respective successor is elected or appointed and qualified. If a vacancy should occur in any office, the Board of Directors may fill such vacancy by appointing another qualified individual for the remainder of said one-year term.
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Article V—Board of Directors
Section 1
For the purposes of carrying out the objectives, orderly processes and the policies of this Association as determined by any meeting of the members, there is created a Board of Directors comprised of fourteen agents who own or are employed by members of the Association. Such Board shall be composed of the Chairman, the Chairman-Elect, the Vice Chairman, the State National Director, the Immediate Past Chairman and nine other members of the Association elected by ballot as hereinafter provided. The nine directors will, unless filling a vacancy, serve staggered three‑year terms. No elected member of the Board of Directors, other than officers referred to in Article IV, may succeed himself until one year has elapsed following the expiration of a three‑year term. At each annual meeting hereafter, three of these members shall be elected for a term of three years. The Board shall meet as often as it deems necessary or upon call of the Chairman or a majority of the Board members. The Board of Directors shall be responsible for the general supervision and management of the Association and its President. The Board may, in its discretion, devise methods for electing board members based on regions and/or using electronic means as long as such methods or means do not conflict with the objectives of this association or any provisions contained in this Constitution or the Bylaws of the Florida Association of Insurance Agents.
Section 2
The Board of Directors shall have the power to act for the Association between meetings, as occasion may require. It shall employ such persons as may be necessary for the conduct of business of the Association.
Section 3
The Board of Directors shall conduct hearings on any complaint under Article III of this Constitution and make findings and conclusions thereon in a manner that will support and carry out the objectives of the Association.
Section 4
No individual shall be elected to serve on the Board of Directors who is affiliated through ownership or employment, directly or indirectly, with any other member of the Board. If such affiliation should occur between two or more Board members after they have taken office, only one will be permitted to serve. The other member or members so affiliated shall resign immediately.
Section 5
(a) Members of the Board of Directors may participate in a meeting by conference telephone or similar communications equipment by means of which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
(b) Any action required to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors, individually or collectively, consent in writing to that action. Such written consent shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of the Board. A faxed copy of an executed consent or consent transmitted using other electronic means shall have the same force and effect as an original. Such consent may be executed in counterpart.
(c) Except where otherwise specified, as used in this Constitution or the Bylaws of the Florida Association of Insurance Agents, the term “electronic means” shall include, but not be limited to, computerized electronic communications approved by the Board, including electronic mail.
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Article VI—Amendments
This Constitution may be amended by a two‑thirds vote of the members voting; provided a notice of such proposed amendment or amendments shall have been given by the President to the members of the Association at least thirty days before such vote. Such notice may be provided, and the vote conducted, using electronic means approved by the board.
Bylaws of the Florida Association of Insurance Agents
Article I—Membership
Section 1
All members of this Association at the time these Bylaws are adopted shall be considered members in good standing without further application.
Section 2
Applications for membership shall be made in a form and manner acceptable to the Board of Directors and shall be accompanied by the payment of the annual dues prescribed. Upon receipt of such an application the President shall examine the qualifications and desirability of the applicant for membership in the Association. If the examination shall be favorable, such applicant is thereby elected to membership. If the examination shall be unfavorable for those applicants described in Section 1, Article III of the Constitution, an appeal there from, at the option of the applicant, may be made to the Board of Directors. If the Board of Directors shall reverse the action of the President and act favorably upon the application, such reversal will constitute election to membership. If the application is declined by the President, or by the Board of Directors on appeal, the money remitted by the applicant shall be returned. Upon rejection such application may not be resubmitted for a period of at least six months unless accompanied with proof that the reason for rejection has materially changed.
Section 3
Voting may be done in person at duly called meetings or by electronic means. With respect to any one issue, vote or meeting, electronic means cannot be used in conjunction with voting in person. Partners in partnership agencies and officers of incorporated agencies may attend all meetings and their employees may attend open meetings of the Association. Each member, as defined in these Bylaws, shall be an agency member and entitled to one vote at any meeting or on any issue to come before the membership. A partnership agency or a corporation agency shall be entitled to one vote only for such partnership or corporation. Voting by proxy at any meeting shall not be permitted and all voting at any meeting must be done in person by an owner of the agency member, except that voting also may be done by an employee of the agency member who is specifically authorized by the agency to vote.
Section 4
A member may withdraw from the Association by a written notice of resignation provided all indebtedness to the Association is first discharged.
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Article II—Meetings
Section 1
The annual meeting of this Association shall be held at a time and place fixed by the Board of Directors. Special meetings, including special annual meetings, of the Association may be called at any time by the Chairman or a majority of the Board of Directors or by request of ten percent of the membership as of the end of the fiscal year immediately preceding; provided, that in the call for a special meeting the objectives of the meeting shall be specified. Thirty days’ prior notice shall be given to the members of the holding of the annual meeting, and ten days’ prior notice of the holding of any special meeting, other than a special meeting to amend the Constitution or Bylaws. A quorum at any meeting of the Association shall be ten percent of the membership as of the end of the fiscal year immediately preceding any meeting. A quorum at any meeting of the Board of Directors shall consist of at least eight members.
Section 2
The Chairman or Board of Directors may submit any action which may be taken at any annual, special or special annual meeting of members to a vote without a meeting by written ballot or electronic means, as provided in this section. The Association shall provide each member entitled to vote, with a ballot setting forth the proposed action, providing an opportunity to specify approval or disapproval of any proposal, and providing a reasonable time within which to return the ballot to the Association. Distribution of the action to be taken may be done by written ballot or electronic means and shall indicate the number of responses needed for the ballot to be valid, as well as the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted. This section shall be interpreted and applied in accordance with Florida law then in force and effect.
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Article III—Fiscal Affairs
Section 1
The fiscal year of the Association shall begin on September first of each year and run through August thirty‑first of the following year.
Section 2
The Board of Directors shall devise ways and means of meeting the financial needs of the Association. It shall, prior to the beginning of each fiscal year, prepare or cause to be prepared an estimated budget of annual operating expenses. It shall also prepare or cause to be prepared classifications of the membership and fix the amount of annual dues applicable to each classification. The Board may from time to time adjust said classifications, and dues amounts, in order to equalize and reconcile the total dues collection with the total budget amount. The President shall thereupon collect from each member of the Association on the same ratable basis each member’s proportionate part of said total budget, as annual dues, in accordance with the classifications and dues amount as fixed and approved by the Board of Directors. The Board shall annually audit or cause to be audited the books and accounts of the Association.
Section 3
In the event of dissolution or termination of this Association, either by formal action or vote of its members, and at such time the Association has assets remaining after the payment of all expenses, debts and obligations, such assets shall be disposed of and conveyed in such manner so that no member of this Association directly or indirectly receives any financial benefit because of such action. The decision to take such action on dissolution or termination of this Association and any decision regarding disbursement of any remaining assets shall be made by the members of the Association in a duly called meeting for such purpose.
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Article IV—Duties of Officers
Section 1
The Chairman shall preside at all meetings of the Association and of the Board of Directors, and shall have general direction of the affairs of the Association. The Chairman shall, with the advice and consent of the Board of Directors, annually appoint the members of all committees of the Association and name the chairman of each. The Chairman shall be a voting ex officio member of all committees.
Section 2
In the event of the absence or disability of the Chairman, the Chairman‑Elect shall perform the duties of the office; and in the event of the disability or absence of the Chairman‑Elect, the Vice Chairman shall perform the duties of the office; if necessary until the next meeting of the Association unless the absence is terminated or disability is corrected by such higher officer.
Section 3
For the purpose of providing and maintaining representation on the National Board of State Directors of the Independent Insurance Agents and Brokers of America, the State National Director shall make all reasonable efforts to attend each meeting of the National Board of State Directors and perform the duties of such State National Director as are set forth in the Constitution of the Independent Insurance Agents and Brokers of America or its successors, while representing the best interests of this association as set forth by the Board of Directors.
Section 4
The President shall keep or cause to be kept a record of the proceedings of all meetings of the Association and of the Board of Directors, and an accurate record of the membership. He shall issue calls for all meetings of the Association and the Board of Directors. He shall collect or cause to be collected all funds owing or coming to the Association, keep an accurate itemized account of all receipts of the Association and disburse or cause to be disbursed the same under the direction of the Board of Directors. He shall deposit or cause to be deposited all funds as received in a bank or financial institution approved by the Board of Directors, to the credit of the Association. At least annually the Board of Directors shall approve a plan submitted by the President showing the procedures and controls for the receipt and disbursement of Association funds. He shall be bonded for the faithful discharge of his duties in a sum and with such surety and conditions as required by the Board of Directors. He shall present to the Board of Directors a full report of his official acts and a summary report of the financial condition of the Association whenever requested to do so. The President shall annually distribute to the members a summary financial statement prepared by the Association auditors and shall, upon written request from a member, provide that member an audit report. The President shall be responsible for the efficient and secure implementation of any electronic ballots or official communications, approved by the board. In such matters the President shall use all reasonable and available means to insure necessary privacy to members of this association.
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Article V—Committees
Section 1: Committees
Committees may be created by the Board of Directors as occasion and necessity may require. All committees shall be composed of at least three members, and each shall be charged with duties and responsibilities usually outlined and defined by the Board of Directors.
Section 2: Special Committees
(a) There are hereby created the following special committees: (1) Finance, (2) Nominating, (3) Executive and (4) FAIA Good Works Fund.
(b) The Finance Committee shall be appointed by the Chairman-Elect and shall be comprised of seven members, four of whom shall come from the Board of Directors. Each committee member shall serve a three year term as long as the committee member remains in the same status as when appointed to the committee. A committee member whose status changes may be appointed to serve an additional term representing his new status. Any committee member may serve up to two consecutive three year terms, and may also serve a third term if one of the terms is as Chairman of the committee.
(c) The Nominating Committee shall be appointed by the Chairman and consist of seven members; one shall be the current Chairman, two shall be current Board members, no more than two nor less than one shall be Past Chairmen of the Association and no less than two shall be members at large of the State Association other than current Board members or Past Chairmen. The names of the Nominating Committee members shall be distributed to the membership at least thirty days prior to the initial meeting of the committee, with reasonable notice of any subsequent meetings. The report of the Nominating Committee shall be distributed at least ten days prior to the annual meeting. The Nominating Committee shall, based on individual qualifications and service to this Association, give due consideration to any names submitted by any member or local association and attempt to maintain a geographical balance on the Board of Directors. The Nominating Committee shall place in nomination the name of one candidate for the office of Chairman-Elect, Vice Chairman and for membership on the National Board of State Directors (which nominee for State Director shall first be approved by the Board of Directors), in the years in which an election is held to fill the latter office, and three members to serve on the Board of Directors as provided in Article V of the Constitution. Any member may offer other or additional nominations from the floor at the annual meeting for any or all of the offices to be filled or for members of the Board of Directors. The nomination and election process may be conducted using electronic means, however, it must allow reasonable methods for any member to make additional nominations. All nominees must have expressed in writing to the President their willingness to serve prior to their nomination.
(d) The Executive Committee shall be comprised of the following officers of the Association: the current Chairman, the current Chairman-Elect, the current Vice Chairman and the current immediate Past Chairman. It shall be the duty of the Executive Committee to act for and on behalf of the Board of Directors in the interim between Board meetings on those matters of an emergency nature or not requiring full Board action. An Executive Committee meeting may be held by electronic means, including but not limited to, telephone, facsimile, computer electronic mail, teleconference, and videoconference, at the direction of the Chairman. When requested by the President or the Chairman, the Executive Committee shall provide guidance and counsel relating to the general direction of the affairs of the Association and the routine daily operations of the Association. In any and all actions taken by the Executive Committee there shall be no attempt to usurp the authority of the Board of Directors and it shall take no action which would normally require Board approval.
(e) The FAIA Good Works Fund Committee shall be appointed by the Chairman-Elect and shall consist of not less than seven (7) members, at least four (4) of whom shall be from the FAIA Board of Directors, and shall include the President/CEO of FAIA. Each committee member, with the exception of the President/CEO of FAIA, shall serve a three year term as long as the committee member remains in the same status as when appointed to the committee. A committee member whose status changes may be appointed to serve an additional term representing his new status. Any committee member may serve up to two consecutive three year terms, and may also serve a third term if one of the terms is as Chairman of the committee.
If, in its discretion, the Board of Directors deems that a regional approach to servicing members of this association, in compliance with other provisions of these Bylaws and the Constitution, would be more efficient, it may implement such approach provided that a full and detailed explanation shall have been given to the members at least 30 days prior to implementation. Such notice can be given using electronic means and shall include an opportunity for any member to request that the regional approach be submitted to the membership at large for approval by a majority of those voting. If more than ten percent of the members make such a request for approval said ballot will be conducted by the President and may be done by electronic means.
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Article VI—Vacancies
If a vacancy shall occur in any elected office, except as otherwise provided, the Board of Directors shall either conduct an electronic ballot or appoint a qualified replacement until the next annual meeting. If a vacancy shall occur in the Board of Directors the remaining members of the Board shall either conduct an electronic ballot or appoint a qualified replacement until the next annual meeting when such vacancy shall be filled by an election. If a vacancy shall occur on any committee it may be filled by the Chairman.
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Article VII—Fair Trade Practices
Section 1
No member of this Association shall enter into any insurance contract, combination or conspiracy in restraint of trade or commerce, or aids to commerce, nor to prevent competition therein; no member shall monopolize, nor attempt to monopolize, nor combine or conspire with any other person or persons to monopolize any part of the insurance trade or commerce; no member shall enter into any agreement to boycott, coerce or intimidate any person, nor engage in any act of boycott, coercion or intimidation; no member shall engage in unfair methods of competition, or any unfair or deceptive acts or practices in the conduct of the business of insurance.
Section 2
The Association may from time to time adopt and promulgate rules of fair practice concerning the business conduct of its members, which rules may be amended or changed from time to time as conditions in the insurance business may warrant. No rule shall be adopted, nor shall any change be made in any existing rule until a copy of such rule or change shall have been sent to each member of the Association prior to the meeting at which action is to be taken. Such rule or such change must receive a two‑thirds vote of the members present at the meeting and voting, to make such rule or such change effective.
Section 3
The interpretation and application of the Constitution, the Bylaws and all rules of this Association shall be vested in the Board of Directors, subject to the right of appeal as provided in Section 5 of Article III of the Constitution.
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Article VIII—Amendments
These Bylaws may be amended by a two-thirds vote of the members voting; provided a notice of such proposed amendment or amendments shall have been given by the President to the members of the Association at least thirty days before such vote. Such notice may be provided, and the vote conducted, using electronic means approved by the Board.
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Article IX—Parliamentary Procedure
Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure for this Association, not specifically covered by its Constitution or Bylaws.
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Article X—Indemnification of Directors, Offices, and Employees
Any person, or his heirs, or personal representative who is made or threatened to be made a part to any threatened, pending or completed action or proceeding brought by any party or parties other than this Corporation, whether civil, criminal, administrative or investigative, because he or his testator or intestate is or was a director, officer, employee, agent, volunteer or member of any duly constituted committee of this Corporation or serves or served any other corporation or enterprise in any capacity at the request of this Corporation, shall be indemnified by this Corporation and this Corporation will advance related expenses, to the full extent permitted by law. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person or his heirs or personal representative may be entitled. The Corporation will, if possible, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying these persons. The insurance, if possible, will be for the benefit of all directors, officers, employees, volunteers or members of any duly constituted committee. All references in this Article to a director, officer, employee or agent of this Corporation shall be deemed to include any volunteers or members of any duly constituted committee, director, officer, employee or agent of any corporation of which the Florida Association of Insurance Agents, Inc., owns a majority of the voting stock. Such officer, employee or agent of the subsidiaries of the Florida Association of Insurance Agents, Inc., shall be deemed to be serving at the request of the Florida Association of Insurance Agents, Inc., majority‑owned subsidiaries of this Corporation.
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Adopted by the membership of the Florida Association of Insurance Agents, Inc., on Saturday, June 14, 2003 at the Gaylord Palms Resort and Convention Center, Orlando, Florida, to become effective September 1, 2003. Revised April 2011.