BY-LAWS
OF
THE
ASSOCIATION OF MARINE UNDERWRITERS OF SAN FRANCISCO
2006 REVISION
ARTICLE
I - NAME
This organization shall be
known as The Association of Marine Underwriters of San Francisco, hereinafter
referred to as “The Association”.
San Francisco, for the purposes
of these By-Laws, shall be defined as the Bay Area counties of San Francisco,
Alameda, Contra Costa, Marin, Monterey, Napa, Sacramento, San Joaquin, San
Mateo, Santa Clara, Santa Cruz, Solano and Sonoma.
ARTICLE
II - OBJECTIVE
Its objective shall be to
promote harmony, fellowship and professionalism in the ocean marine insurance
industry, the discussion of topics of interest to the profession, and the
consideration of such subjects as may be brought before The Association. It
shall also conduct study classes on various aspects of marine insurance from
time to time as deemed advisable. Such classes shall be available to the
general public.
The specific and primary
purpose of The Association is to operate a professional association within the
meaning of Section 23701e of the California Revenue and Taxation Code. This
organization does not contemplate pecuniary gain or profit to the members
thereof and is organized for nonprofit purposes.
ARTICLE
III - MEMBERSHIP
Any person in the San Francisco
ocean marine department of an insurance company, reinsurance company, or
underwriting agency, or any Broker, Adjuster, Lawyer, Salvor or Independent
Surveyor, who has been actively engaged in ocean marine insurance business
during the two (2) years prior to their proposal for membership or, under
special circumstances, meets with relevant, acceptable professional
qualifications and background by the judgment and subsequent majority vote of
the Executive Committee, shall be eligible for
membership if, in the opinion of The Association and its Executive Committee,
their affiliation will contribute to the accomplishment of its objective. The
foregoing shall include any executive having supervisory authority over ocean
marine insurance business.
Any Active Member, hereinafter
referred to as “Member” unless specifically referred to as Honorary or Retired,
who ceases to be actively engaged in ocean marine insurance business, as defined
in the previous paragraph, shall, ipso facto, cease to be a Member upon the
adjournment of the next succeeding Annual Meeting of The Association,
unless at that meeting they shall be transferred to
Honorary Membership or approval is voted to continue their Membership. A
two-thirds affirmative vote of the Members present at the meeting shall be
necessary to effect such transfer of membership or approval for continuance.
Any Member whose affiliation
will, in the opinion of The Association, no longer contribute to its objective
may be dropped from membership by a majority vote at any special or Annual
Meeting.
Honorary Membership
Any person of prominence in the
ocean marine insurance business or an associated profession may be elected an
Honorary Member. A two-thirds vote of the Members present at a special meeting
or Annual Meeting shall be required to elect Honorary Members.
Past Presidents shall
automatically be Honorary Members upon full retirement from the industry.
Honorary Members shall have all
of the privileges of membership except those of voting and holding office.
Retired Membership
A Member is eligible for “Retired
Membership” status once he/she has reached the age of 62, has been an active
member for at least 5 years, and is no longer in regular, paid employment in
marine insurance or marine insurance related work such as would make him/her
eligible for active membership in the Association of Marine Underwriters of San
Francisco.
Retired Membership status shall be granted
by the Executive Committee upon receipt and approval of an application for
retired membership. Retired members dues shall be a reduced amount of active
membership dues as deemed appropriate by the Executive Committee. Retired
members shall enjoy all of the rights, privileges and responsibilities of active
membership except those of voting and holding office.
ARTICLE
IV - ELECTION OF MEMBERS
Proposal for Membership shall
be made by one Member and seconded by two other Members. Proposals shall state
the candidate's name, firm with which they are employed and evidence that they
have specialized in ocean marine insurance business the required length of time
detailed under Article III.
The Secretary shall accept and
review applications for membership and submit such applications for approval by
the Executive Committee at their next meeting. The Executive Committee shall be
empowered to act to approve those applications from those candidates who they
find to be both 1) eligible and 2) who, in their opinion, contribute to the
accomplishments of The Association's objectives.
It shall be the duty of the
Executive Committee to check the membership roll each year before the Annual
Meeting in order to determine that all names thereon remain qualified (in
accordance with the conditions of Article III) to continue as members for the
ensuing year. The Executive Committee shall report at the Annual Meeting the
names of any Members they feel are not so qualified and make a recommendation as
to whether or not the Member should be dropped from the roll. A two-thirds vote
of the Members present at the meeting shall be necessary to effect such action.
Any Member in good standing who leaves San Francisco
and later returns to San Francisco in a qualified status, and who has been
employed continuously in a qualified status during the intervening period, shall
be considered as absent with leave and entitled to automatic reinstatement upon
submission of new application, approval by the majority of Directors and payment
of the current year's dues.
ARTICLE
V – DIRECTORS, OFFICERS AND THEIR DUTIES
There
shall be nine (9) Directors of The Association. Each Director shall be a Member
in good standing of The Association. The Directors shall be known as the
Executive Committee.
The
nine Directors shall be divided into three (3) classes of three (3) Directors
each. The term of office for each class shall be three (3) years or until their
successors are elected. At the first election after approval of these by-laws,
three (3) directors shall be elected for three (3) years, three (3) directors
shall be elected for two (2) years, and three directors shall be elected for one
(1) year. At each Annual Meeting of the Members thereafter, three (3) Directors
shall be elected to replace the outgoing class. A majority of all the votes
cast at any meeting shall be necessary for the election of a Director to a place
in the incoming class.
Vacancies of any Director position shall be filled by a
majority vote of the remaining Directors within sixty (60) days of any such
vacancy. The newly elected Director shall complete the unexpired term.
The
officers of The Association shall consist of President, Vice President,
Secretary and Treasurer. Within five (5) days after the close of the Annual
Meeting the newly-elected Directors and those holding over shall hold a meeting
at which the Directors shall organize, by election from their number, the
Officers to hold office for the ensuing year. Vacancies among the Officers
shall be filled by a majority vote of the Directors. Any Officer so chosen
shall hold office until a successor is elected, whether at the next Annual
Meeting or any special meeting. Officers of The Association must be employees
of an insurance company, reinsurance company or underwriting agency.
The duties of the President, Vice President, Secretary and
Treasurer shall be such as are usual in parliamentary bodies.
The
Secretary shall see that minutes of the meetings and records of The Association
are appropriately maintained and made available for inspection by the Members,
shall give notice of all meetings of The Association and the Executive
Committee, and shall report the minutes of such meetings; shall maintain a
register of the names and addresses of the Members of The Association, shall
promptly notify newly elected Members of their admission; and shall have custody
of the records of The
Association. The Secretary shall also perform such duties as may, from time to
time, be prescribed by the Executive Committee.
No commitment for any one
expenditure in excess of one hundred dollars ($100.00) shall be made by any
Officer, Committee or Committee Member without approval of the Executive
Committee.
ARTICLE
VI – COMMITTEES
The Executive Committee shall perform the
duties usual to such a Committee, and shall appoint during the month of October
each year a Nominating Committee of three (3) Members (not members of the
Executive Committee). At least ten (10) days before the Annual Meeting, the
Nominating Committee shall report to the Secretary their selection of Nominees
for Directors to be voted upon at the Annual Meeting and the Secretary shall
include in the notice to Members of the Annual Meeting the names of the
candidates so nominated. This section shall not prevent the nomination and
election of other candidates at the Annual Meeting.
The Association Executive Committee shall
have the power to appoint Standing or Special Committees. The Standing
Committees shall be
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Annual Banquet Committee |
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Education Committee |
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Golf Committee |
The chair of each of these committees shall
be appointed from The Association membership.
ARTICLE
VII - QUORUM
Twelve
(12) members present shall constitute a quorum at any Annual or special meeting.
ARTICLE
VIII - FEES AND DUES
All applications for membership
shall be submitted to the Secretary and be accompanied by an initiation fee of
twenty-five dollars ($25.00). Action on any application received shall be taken
at the next meeting of the Executive Committee. Applicants approved for
membership shall be notified and shall be responsible for annual dues at the
beginning of the next fiscal year. Applicants not approved shall also be
notified and the initiation fee shall be returned.
The annual dues shall be
established for any given year by action of the Executive Committee.
The fiscal year of this
Association shall be from the date of the Annual Meeting in November to the next
Annual Meeting. Dues shall become payable on the date of each Annual Meeting
and unpaid dues shall be considered delinquent sixty (60) days thereafter. Any
member delinquent in any manner shall be dropped from the roll.
The Executive Committee may
levy additional assessments as may be necessary to defray expenses subject to
the approval of two-thirds of the Members present at any special meeting or
Annual Meeting. The intent to levy any additional assessment shall be included
with the notice of such annual or special meeting.
ARTICLE
IX -TERMINATION OF MEMBERS
Any
Member whose affiliation will, in the opinion of The Association, no longer
contribute to the objectives of The Association may be dropped from the roll
upon the majority vote of the Members of The Association present at any special
or Annual Meeting. The Member shall have thirty (30) days notice to appear in
their defense at the meeting or may make their defense in writing to be read at
the meeting.
ARTICLE
X - MEETINGS AND DINNERS
An Annual Meeting of the
Members shall be held within thirty (30) days prior to the Annual Dinner each
year, the day and hour to be fixed by the President.
The Association Executive
Committee shall meet at least five (5) times per year on dates to be set.
Special meetings may be called by order of the President or at the request of
three (3) Directors. A majority of Directors shall constitute a quorum.
An Annual Dinner shall be held
in the fall of each year; the date, time and place to be determined by the
Executive Committee.
Any person who would be
eligible for membership except for their employment outside of San Francisco, or
any other person who has retired from the ocean marine insurance business (other
than Honorary members) may be invited to attend the Annual Dinner or other
social functions upon written request of a Member subject to the approval of the
Executive Committee of The Association.
ARTICLE
XI - RULES
The
usual Parliamentary Rules shall govern the transactions of all business of The
Association.
ARTICLE
XII - NOTICE OF MEETINGS
Notices
of Meetings must be sent to the office of each Member by the Secretary.
ARTICLE
XIII - ORDER OF BUSINESS
At
the Executive Committee meetings, the Order of Business shall be:
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First
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- Call of the roll
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Second
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- Reading of the minutes of the previous meeting
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Third
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- Report of standing and special committees
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Fourth
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- Unfinished business
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Fifth
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- New business
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At
the Annual Meeting the same order shall be followed by:
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Sixth
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- Report on treasury by the Treasurer
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Seventh
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- Election of Directors
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The
purpose and order of any special meeting shall be included with notice of any
such special meeting.
The
President has the authority to change the above order of business at any
meeting.
ARTICLE
XIV - DISSOLUTION
In
the event the organization dissolves, whatever assets are remaining are to go to
the California Maritime Academy Scholarship Fund, which is a 501 (c) (3)
organization, or such other qualifying educational or scientific organization as
The Association so deems.
ARTICLE
XV - RESOLUTIONS
All
resolutions shall be made in writing and read by the Secretary.
ARTICLE
XVI - AMENDMENTS TO BY - LAWS
To
amend the By-Laws, the wording of the proposed amendment must be submitted in
writing to the Executive Committee for approval. The Secretary shall then notify
each Member in writing or by publication of the proposed amendment. The
amendment may be adopted by a two-thirds vote of the Members present at the
following Annual Meeting, provided that there are at least twelve (12) Members
voting.
ARTICLE
XVII - VOTING BY PROXY
Voting
by proxy shall not be permitted.
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