By-Laws

CONSTITUTION AND BY-LAWS OF THE NEW YORK ASSOCIATION OF INDEPENDENT ADJUSTERS, INC.

ARTICLE I

NAME

The name of the Association shall be

THE NEW YORK ASSOCIATION OF INDEPENDENT ADJUSTERS, INC.

ARTICLE II

The Association shall be a non-profit organization.

ARTICLE III

PURPOSES

The purpose of the Association shall be to sponsor activities which will add stature and dignity to the independent insurance adjusting profession; to establish and maintain high professional and ethical standards; to inspire cordial relations among its members; to encourage cooperation between its members and their principals; to improve adjusting methods; to foster educational programs relating to the profession; and to promote good will
between the insurance industry and the insuring public.

ARTICLE IV

MEMBERSHIP

Section 1. The membership shall include: “REGULAR”, “ASSOCIATE”, “PROVISIONAL”, “HONORARY”, AND “LIFE” members as defined below, and excepting “HONARY” AND “LIFE” members, shall be limited to holders in good standing of an independent adjuster’s license issued pursuant to Section 123 of the New York State Insurance Law.

Section 2. Regular Membership – shall be limited to persons, partnerships, or corporations, with offices in the State of New York engaged in a business devoted primarily to independent adjusting for a period of not less than three years.

Section 3. Associate Membership – shall be limited to persons who have a minimum of two years of experience in adjusting who are employees of a regular member.

Section 4. Provisional Membership – may be granted to a person with at least five years of experience in adjusting who would quality for regular membership but for the fact that he/she has not been in the business of independent adjusting for a period of three years.

Section 5. Honorary Membership – may be accorded by the Executive Committee to a past member or any other person who has performed exceptionally distinguished service in the interests of the Association. Honorary members may attend meetings and participate in discussions but may not vote. No dues or assessments shall be required of Honorary Members.

Section 6. Life Membership – A former member of the Association who is no longer engaged in, or associated with the insurance industry in any capacity, but would otherwise
meet all membership requirements may be accorded a Life Membership by the Executive Committee on such terms and under such conditions as may be established by the Executive Committee. No dues or assessments shall be required of Life Members. A Life Member shall receive copies of the publications and directories issued by the Association and may attend meetings but may not vote.

Notwithstanding anything here and before provided, no person or firm shall qualify for membership if engaged in or connected with, directly or indirectly, any business which may be in conflict of interest with that of an independent adjuster.

Voting – Voting shall be limited to Regular Members only, and each such member whether individual, partnership, or corporation, shall be limited to one vote. The Regular member may further designate an individual within his/her firm to be the voting member.

ARTICLE V

OFFICERS

Section 1. The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, the latter two of which offices may be held by the same person. Additional Vice Presidents may also be elected as deemed advisable in the best interests of the Association.

Section 2. All officers shall be elected by the Members at each annual meeting of the Association and shall serve for a term of one year or until their successors are elected. All officers shall be Regular or Associate Members.

Section 3. In the event a vacancy occurs in the office of President, the Vice President shall succeed to the office and shall immediately become the President. If the office of Vice President is also vacant, or if the Vice President is unable or unwilling to assume the Presidency, a successor to the office of President shall be elected by the Executive Committee. If a vacancy occurs in any other office, a successor shall be appointed by the President, acting with the consent of the Executive Committee.

Section 4. All officers shall serve without compensation.

ARTICLE VI

DUTIES OF OFFICERS

Section 1. The President shall be in charge of the affairs of the Association. He/she shall preside at all meetings of the Association and of the Executive Committee. He/she shall appoint the Chairman and Members of all Committees, except the Executive Committee and Advisory Committee.

Section 2. The Vice President shall act in case of disability of the President and on such other occasions as the President may request. All Regional Vice Presidents, if and when elected, shall perform such specific duties as shall be designated by the Executive Committee.

Section 3. The Secretary shall be the custodian of the records of the Association, keep minutes of the meetings of the Membership and of the Executive Committee, prepare an agenda for such meetings and prepare and mail notices of such meetings.

Section 4. The Treasurer shall be in charge of the funds of the Association, and shall see that dues and assessments are collected and bills paid. The Treasurer’s account shall be subject to annual audit by the Executive Committee.

Section 5. Each officer, in addition to the specific duties aforementioned, shall perform such duties and have such powers as are usual and incidental to his/her office.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. There shall be an Executive Committee, which shall have general control of the affairs of the Association between membership meetings.

Section 2. The Executive Committee shall consist of (a) six ( 6) Regular or Associate Members to be elected at each annual meeting of the Association; (b) the officers of the Association; and (c) the immediate past President.

Section 3. Each Member of the Executive Committee shall serve for a term of one year or until his/her successor is selected.

Section 4. The Executive Committee shall hold an annual meeting immediately prior to the annual meeting of the Membership. In addition, the Executive Committee shall meet as often and at such places as it deems necessary, or as the President shall direct, in the best interests of the Association. Notice of each meeting shall be given by the Secretary to all members of the Committee, at least ten ( 10) days prior to the meeting except that notice for the annual meeting shall be given at least (20) days prior to the meeting.

Section 5. Four members, in addition to the President or the Vice President, shall constitute a quorum for the transaction of business at any meeting.

Section 6. All questions, decisions and resolutions shall be determined and resolved upon a majority vote of the members present and voting at the meeting.

ARTICLE VIII

ADVISORY COMMITTEE AND NOMINATIONS

Section 1. There shall be an Advisory Committee, which shall nominate all officers that are to be elected at the annual membership meeting, including such number of additional Vice Presidents as may be directed by the Executive Committee. It shall also nominate the six
Regular or Associate Members to serve on the Executive Committee.

Section 2. The Advisory Committee shall consist of the five immediate past Presidents, with the Chairman to be the most immediate past President.

Section 3. Nominations for all officers and members of the Executive Committee may also be made by any Regular or Associate Member from the floor at the annual meeting.

ARTICLE IX

STANDING COMMITTEES

Section 1. In addition to the Executive and Advisory Committees, there shall be the following Standing Committees: Membership, Grievance, Liaison, Education, Catastrophe, and Legislative.

Section 2. The Members of each of the said Standing Committees, shall be appointed by the President and shall serve for a term of one year or until their successors are appointed.

Section 3. The President may appoint such Special Committees as may become necessary and desirable.

ARTICLE X

DUTIES OF STANDING COMITTEES

Section 1. The Membership Committee shall investigate and review all applications for membership and shall submit same with its recommendations to the Executive Committee.

Section 2. The Grievance Committee shall investigate all complaints against any Member, and in the event it determines that disciplinary proceedings are warranted, shall report its recommendations to the Executive Committee without undue delay.

Section 3. The Liaison Committee shall arrange for Liaison with representatives of the Insurance Industry and Insurance Associations for the purpose of exchanging views on the investigation and adjustment of claims.

Section 4. The Education Committee shall collect and recommend to the Executive Committee, for distribution to the Membership, reprints of speeches, articles, and other data that will aid the members in better performing duties as adjusters.

Section 5. The Catastrophe Committee shall act whenever a catastrophe requires the service of any considerable number of Association Members, or when it is advisable to agree on adjusting procedure with company organizations in charge of a catastrophe situation.

Section 6. The Legislative Committee shall seek, receive and disseminate information as to existing or proposed legislation effecting the membership and shall recommend procedure in any situation when action by the Association shall seem advisable.

Section 7. All Committees, except the Nominating Committee, shall report to the Executive Committee prior to its annual meeting, and at such other times as may be necessary or advisable in the best interests of the Association, or as the President directs.

ARTICLE XI

OFFICE AND STAFF

Section 1. The office of the Association shall be located at such place as may be selected by the Executive Committee.

Section 2. The President may, with the consent of the Executive Committee and the approval of the Membership, employ such personnel, either on a full-time or part-time basis, as may become necessary in carrying on the daily affairs of the Association.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Association shall begin on January 1st and end December 31st.

ARTICLE XIII

DUES AND ASSESSMENTS

Section 1. Annual dues shall be as established by the Executive Committee.

Section 2. The Executive Committee, with the approval of the Membership, shall have authority to levy such assessments as may be necessary in order to carry on the affairs of the Association.

ARTICLE XIV

MEETINGS

Section 1. The Membership of the Association shall hold a regular meeting annually, at such time as may be directed by the Executive Committee. Such meeting shall be held at a place to be designated by the Executive Committee.

Section 2. Notice of the annual meeting shall be mailed by the Secretary to all the Membership at least twenty ( 20) days prior to the date of the meeting.

Section 3. The President, upon recommendation of the Executive Committee, may call a special meeting by giving ten ( 10) days notice thereof in writing to the Membership stating the reason for the call and designating the time and place for the meeting.

Section 4. In the event any question of procedure arises in the conduct of any meeting, the question shall be resolved in accordance with Roberts Rules of Order.

Section 5. Ten ( 10) Voting Members registered in person at any meeting shall constitute a quorum.

Section 6. Unless otherwise provided in the Constitution or By-Laws, all questions, decisions and resolutions shall be determined and resolved upon a majority vote of the Voting Members present in person or by proxy and voting at such meeting.

ARTICLE XV

RULES AND REGULATIONS

The Membership may make appropriate By-Laws providing rules and regulations for the Association implementing the provisions of this Constitution.

ARTICLE XVI

AMENDMENTS TO CONSTITUTION AND BY-LAWS

Section 1. Any Article or Section of the Constitution and By-Laws of the Association may be amended at any regular or special meeting of the Membership by a two-thirds (2/3) vote of the Voting Members.

Section 2. The proposed amendments shall be submitted to each Member at least twenty (20) days prior to the said meeting.

BY-LAWS

1. Member’s Pledge

Every Member of the Association, upon acceptance of membership, does pledge to support the Association and to faithfully observe and abide by the provisions of its Constitution, its Rules, Regulations, By-Laws and Code of Ethics.

2. Code of Ethics

The Following Code of Ethics was unanimously accepted by the Membership at a duly constituted meeting, following comprehensive deliberations by a Special Committee, as representing the basic standards by which the professional and ethical conduct of the independent insurance adjuster should be guided. Every member of the Association agrees:

(I) To regard independent adjusting as a profession and to maintain high professional standards of efficiency, conduct, integrity, responsibility and service.

(II) To exercise the utmost good faith in dealing with his/her principals.

(III) To undertake no assignment which may tend to result in a conflict of interests.

(IV) To refrain from maintaining or using the status of an independent adjuster to attract business for personal financial gain in another line of endeavor.

(V) To regard the business of insurance as an unusual opportunity for essential service to the public and accordingly to conduct oneself with dignity, courtesy and the highest degree of fairness in his/her relations with all parties.

(VI) To be governed by a spirit of cooperation, helpfulness and frankness in his/her relationship with fellow adjusters, to the end that he/she and they shall be better equipped through such cooperative measures and exchange of ideas to better perform their function and to foster the advancement and prestige of the independent adjusting profession.

3. Disciplinary Proceedings

(A) A member found guilty of any breach of trust or violation of the Constitution, By-Laws, Code of Ethics, or any of the other rules and regulations of the Association, or of other misconduct that is prejudicial to the reputation and integrity of the Association, may be suspended, expelled or otherwise disciplined by the Association.

(B) Upon receipt by the Executive Committee of a recommendation from the Grievance Committee that disciplinary proceedings are warranted, or upon its own information and initiative, the Executive Committee may suspend, expel or otherwise discipline any Member who in its judgment has been guilty of any such violation. No such suspension, expulsion, or other disciplinary action shall be made without giving the accused member the right to be heard at a meeting of the Executive Committee, upon ten (10) days written notice to the accused Member.

(C) In the event the Executive Committee after such notice and hearing, or upon failure of the accused Member to appear at the hearing after due notice, finds the said Member guilty of such violation, it shall (a) suspend the membership of said Member for a stated period of time not exceeding three ( 3) years, or (b) impose a fine not exceeding $500.00 upon such Member or (c) suspend and find aforesaid, or (d) expel said member from the Association. In cases of technical or minor violations, the Executive Committee may, in lieu of any of the foregoing, appropriately admonish said Member. Such decision shall be reduced to writing and mailed to said Member, and the disciplinary action taken by the Executive Committee shall become effective 15 days following the date of said mailing.

(D) Within said period of 15 days, the said Member may serve a written notice of appeal from the decision of the Executive Committee to the Membership. Said notice shall be addressed to the Secretary of the Association. The appeal, if
made, shall be presented at the next meeting of the Membership of the Association at which the appeal can be heard. Notice of the pendency of
such appeal shall be included in the notice of such Membership meeting. On such appeal the decision and direction of the Executive Committee shall be confirmed unless more than one-third ( 1/3) of the Members present at such meeting and voting shall vote in the negative.

4. Discussion at Membership Meetings

Every Associate Member, although he/she does not have the right to vote, may freely discuss any question or matter under consideration at any Membership meeting.

5. Representation of Entities

Every Regular Member which is a corporate or partnership entity shall file with the Secretary of the Association a written designation naming one of its officers or partners, who is an active licensed Independent Adjuster of the State of New York, as its representative; and such designated individual shall act on behalf of such corporate or Partnership Member in exercising all of its privileges and prerogatives as a Regular Member.

6. Proxy of Individual Member

Every Regular Member who is an individual may vote at Membership meetings by proxy, by filing with the Secretary of the Association a written designation authorizing the Secretary to vote on such Member’s behalf; or, if such individual member employs an active licensed Independent Adjuster who is an Associate member of the Association, he/she may designate the latter to so vote on his/her behalf.

7. Dues

Dues shall be payable immediately upon receipt of dues notice. Failure to comply with the full payment of these dues by January 1st of that current fiscal year will result in automatic suspension from membership in the Association.

8. Tenure of Membership

A member firm shall hold membership as long as it pays its dues and assessments and has not been suspended expelled or otherwise duly terminated in membership because of a violation of the provisions of the Constitution and By-Laws of the Association.

9. Reinstatement

In the event a member firm ceases to maintain membership for any reason other than upon request of the Executive Committee, this former member firm may, upon written application, again become a member of the Association, if elected as such by the Executive Committee, and upon payment of a reinstatement fee, to be determined by the Executive committee, and on such other conditions as the Executive Committee may fix for such applicant.