Chapter Bylaws

BYLAWS OF

MINNESOTA CHAPTER OF THE

RISK AND INSURANCE MANAGEMENT SOCIETY, INC.

ARTICLE I – NAME

The name of this non-profit organization shall be the Minnesota Chapter of the Risk and Insurance Management Society, Inc. (hereinafter referred to as Minnesota RIMS.)*

ARTICLE II – OBJECTIVES AND POWERS

A.  Objectives. The objectives of Minnesota RIMS shall be to:

1.  Promote the discipline of risk management and enhance the image of the professional risk manager.

2.  Foster the educational and professional development of risk managers, as well as others within the risk management and insurance communities.

3.  Aid in maintaining a competitive insurance market under a free, private enterprise system in the interest of all consumers of insurance, which is in the public interest, and to that end foster a minimum of regulations with due regard to the financial stability of underwriters and the financial integrity of the insurance contract.

4.  Make known the needs and viewpoints of risk management, and to promote the free exchange ofideas.

5.  Cooperate with other professional societies and organizations.

6.  Do anything necessary and proper for the accomplishment of any objectives herein set forth or which shall be recognized as proper and lawful objectives of Minnesota RIMS, all of which shall be consistent with the public interest, as well as in the interest of consumers of insurance.

7.  Abide by the Bylaws of Minnesota RIMS and the Risk and Insurance Management Society, Inc. (Hereinafter referred to as the Society.)**

B.  Powers. The Chapter shall have power to engage in any legal, ethical and moral activity to further the objectives listed above in section A.

*The terms Board of Directors, Officers, Board Auxiliary and Directors when used herein will refer to those positions in Minnesota RIMS, unless otherwise stated.

**The term Society shall refer to the Risk and Insurance Management Society, Inc., unless otherwise stated.

ARTICLE III – OFFICES

The principal office of Minnesota RIMS shall be located at the office on record with the Minnesota Secretary of State. Minnesota RIMS may have such other offices as the Board of Directors may determine, as the affairs of Minnesota RIMS may require from time to time.

ARTICLE IV – MEMBERSHIP AND ELIGIBILITY

A.    Organizational Member: (hereinafter “Member”)

1.  Shall be corporations or other legal entities who subscribe to the objectives of Minnesota RIMS and the Society, and agree to abide by its Constitution and Bylaws and shall at all times be represented by a designated Professional Member (subject to eligibility requirements below), who is a full-time salaried employee of a Member.

2.   Professional Members:

a.  Shall be employees of Members having regular duties in risk or insurance management and/or employee benefits management (including those “captive” companies which sell insurance primarily to their parent company but excluding such employees whose primary responsibility is selling underwriting or otherwise servicing accounts, clients or similar entities other than the parent company) who shall have been designated by a Member to exercise its rights as aMember.

b.  Shall not be an individual who obtains his or her salary or other remuneration from performing any of the following:

i.  underwriting of insurance;

ii.  selling or brokering of insurance;

iii.  regulating of insurance;

iv.  rating of insurance;

v.  actuarial services relating to insurance;

vi.  investigating and/or settlement of losses for other entities;

vii.  providing risk management services for a fee;

viii.  providing legal services for a fee;

ix.  executive recruitment and/or personnel recruitment for a fee;

x.  risk management duties for two or more unrelated corporations or other legal entities each or any of which are otherwise eligible for RIMS membership.

c.  May vote, hold office and chair or serve on a committee.

B.  Honorary Members:

Honorary Members of Minnesota RIMS shall be conferred by the Board of Directors on a person deemed worthy of such a distinguished honor. At least two-thirds (2/3) of the Board of Directors must approve. Honorary Members shall be chosen from both Members or nonmembers who have made outstanding contributions to the advancement of Minnesota RIMS and/or the Profession. It shall not be conferred on anyone who has not served as an Officer or Director of Minnesota RIMS unless his or her contributions to risk management, employee benefits and/or the insurance industry are considered to be unusually outstanding as determined by the Board of Directors. No person shall be an Honorary Member who is a Professional Member at the time of nomination.

Such an Honorary Member shall pay no dues; shall have no vote; and shall hold no office.

C.  Educational Members shall be conferred in accordance with Society Bylaws.

D.  Transitional Members shall be conferred in accordance with Society Bylaws.

E.  Grandfather Clause:

It being further provided, however, that a Member in good standing on May 31, 2001 may retain its membership so long as it is represented by a Professional Member who represented it on said date.

F.  Associates of the Society:

1.  Shall be individuals who subscribe to the objectives of Minnesota RIMS and the Society, and agree to abide by its Constitution and Bylaws (subject to eligibility requirements below)

a.  Shall not be employees of Members having regular duties in risk or insurance management and/or employee benefits management (excluding those “captive” companies which sell insurance primarily to their parent company but including such employees whose primary responsibility is selling underwriting or otherwise servicing accounts, clients or similar entities other than the parent company).

b.  Shall be an individual who obtains his or her salary or other remuneration from performing any of the following:

i.  underwriting of insurance;

ii.  selling or brokering of insurance;

iii.  regulating of insurance;

iv.  rating of insurance;

v.  actuarial services relating to insurance;

vi.  investigating and/or settlement of losses for other entities;

vii.  providing risk management services for a fee;

viii.  providing legal services for a fee;

ix.  executive recruitment and/or personnel recruitment for a fee;

x.  risk management duties for two or more unrelated corporations or other legal entities each or any of which are otherwise eligible for RIMS membership.

c. May vote, serve as Director and chair or serve on a committee.

G.  Application:

Membership shall be by application and upon approval of the Board of Directors.

H.  Appeal Process:

The Executive Council of the Society is empowered to resolve cases of doubt as to eligibility, to review admissions as to eligibility, refuse admission to entities whose inclusion would not be in the best interest of Minnesota RIMS and/or Society and to terminate a membership by reason of ineligibility that has come about subsequent to admission. Exclusion from or termination of membership may be appealed to the Board of Directors of the Society, who may overrule the action of the Executive Council of the Society by a majority vote at an in person meeting specified in Article VII, Section H. Nothing herein deprives Minnesota RIMS of the right to refuse admission to a application.

I.  Termination:

1.  Resignation: Any Member, Professional Member, and/or Associate of the Society may resign by filing a written resignation with the Vice President and Secretary of the Society and/or the Secretary of Minnesota RIMS. Such resignation shall not discharge any obligation to pay dues, assessments, or other charges accrued and unpaid. No refunds shall be made on any unexpired portion of dues.

2.  Suspension or Expulsion: Any Member who fails to pay dues when payable, or within ninety

(90) days thereof, or who becomes ineligible for membership under Article IV, Section A, may be forthwith suspended or expelled by the Society or the Vice President and Secretary of Minnesota RIMS, but shall be reinstated without re-election if within (2) months of such suspension or expulsion the conditions which caused the suspension or expulsion are remedied. Notice of any action taken hereunder shall begiven to the President of Minnesota RIMS.

3.  Misconduct: Any membership may be terminated by action of the Executive Council of the Society, if after forty-five (45) days written notice to the Member and Minnesota RIMS, and hearing if requested by the Member, the Executive Council of the Society by a three-fourths (3/4) vote finds the Member guilty of conduct prejudicial to the best interests of RIMS.

Exclusion from membership may be appealed to the Board of Directors who may overrule the action by a majority vote at an in-person meeting specified in Article VII, Section H.

J.  Meetings:

1.  Annual Meeting of Minnesota RIMS shall be held during the month of May unless otherwise designated not less than thirty (30) days in advance, at any place specified by the Board of Directors. Notice of the annual meeting shall be sent to all Minnesota RIMS members at least thirty (30) days in advance of the meeting. Notice of the Annual Meeting placed in the chapter newsletter shall constitute adequate notice.

2.  Special Meetings may be called at any time by the President of Minnesota RIMS, or upon the request of a majority of the Board of Directors or upon the written request of ten percent (10%) of the active Minnesota RIMS Members. Notice of such meetings, stating the business to be transacted, shall be sent to all Members, at least thirty (30) days in advance. Business not on the agenda shall not be considered.

3.  Regular Meetings of Minnesota RIMS shall be held at such time and place as may from time to time be approved by the Board of Directors with a minimum of four (4) meetings per year and one of these meetings shall be the Annual Meeting.

4.  Voting. Only one of the Professional Members representing an active Member shall exercise a vote. Voting by proxy shall be permitted provided a single and only a single written proxy for an active Member, valid only for the specified meeting, signed by an authorized Professional Member, shall be filed ten (10) days in advance of such meeting with the Secretary of Minnesota RIMS.

5.  Quorum. The Members present shall constitute a quorum.

6.  Minnesota RIMS regularly shall submit to the Society notices of meetings, minutes of meetings, and such information as may be reasonably requested by the Society.

ARTICLE V – DUES

A.  Payment Terms. Annual non-refundable dues and/or assessments shall be determined by the Board of Directors payable in advance of January 1st of each year. Both Society and local dues, are paid directly to the Society’s principal office or alternate location which shall return to Minnesota RIMS any local dues no later than sixty (60) days after their receipt.

B.  Delinquency. A Member or Associate of Society whose dues and/or assessments are delinquent on the first day of April may be terminated as provided for in Article IV, Section H, Subsection 2.

ARTICLE VI – RIMS DELEGATES

The Board of Directors shall elect, at its Annual Meeting, one of its Professional Members, usually someone who has previously served as Chapter President, to serve on the House of Delegates of RIMS for a two (2) year term. Said two-year term shall commence on the first (1st) day of June.

Delegates may be elected to successive terms. The Delegate shall serve as a voting member of the Chapter Board, as well as a voting member of RIMS House of Delegates.

ARTICLE VII – BOARD OF DIRECTORS

A.  General Powers. The Board of Directors shall elect Officers of Minnesota RIMS and shall assume general management of all affairs of Minnesota RIMS.

B.  Composition and Eligibility. The Board is comprised of five elected Directors and four elected Officers. The Officers are the President, Vice President, Secretary, and Treasurer. Professional Members and Retired Members are eligible to stand for election as Directors or Officers. A Professional Member who becomes a Transitional Member while serving as a Director or Officer may finish the term, but may not stand for re-election while still a Transitional Member. An Associate member may serve as a Director but may not serve as an Officer. No more than two Associate members may serve on the Board simultaneously. Those elected shall take office immediately thereafter and serve until the expiration of their three (3) year term of office or until their successors are elected and have qualified. 

C.  Nominations other than those made by the Nominating Committee (as provided by in Article IX, Section A, Subsection 1) may be made by the membership at the Annual Meeting.

D.  Terms. No Directors, except Directors elected and serving as Officers, shall serve more than two

(2) full consecutive terms.

E.  Resignations. Directors may resign at any time by giving written notice to the President of Minnesota RIMS, and such resignation shall take effect at the time specified therein.

F.  Removals. Action for cause may be instituted against any Director before the expiration of the Director’s term of office by referral of the matter to a Special Panel of Inquiry. This Special Panel shall be appointed by the President only after removal action against a Director is sustained by a vote of two-thirds (2/3) majority of the full Board of Directors taken at a meeting of the Board of Directors held at least thirty (30) days after notice in writing is given to all Directors that such removal action be considered and the reason(s) therefore. The Panel shall consist of seven (7) members, three (3) of whom shall be members of the current Board of Directors and the other four shall be the Past Presidents of Minnesota RIMS or former Vice Presidents, if sufficient Past Presidents are not available. The most recent Past President serving on the Panel shall act as Chairman of the Special Panel and shall have a vote. The Panel shall have access to all Minnesota RIMS records and the power to investigate the removal charges fully and shall meet at its discretion and consider all necessary information. A recommendation to remove a Director must be affirmatively voted by at least five (5) of the Panel members. The report of the Panel, in writing, shall be submitted to the President as soon as practicable. Within thirty (30) days after receiving the report, the President must transmit it to the full Board, and if the report recommends removal, the President must submit the recommendation to the Board for a vote. The Panel shall be discharged after its recommendation is transmitted to the Board. A two-thirds (2/3) majority vote of the full Board of Directors is required to effect a recommendation by the Panel to remove a Director.

G. Vacancies. Director vacancies shall be filled by the Board. Any person selected to fill a vacancy shall serve the unexpired term.

H.  Meetings.

1.  The Board of Directors shall meet immediately after the Annual Meeting, or as soon as practicable for the election of Officers and transaction of any additional business as may properly come before the meeting.

2.  Other Meetings of the Board of Directors in person or other viable media may be called by the President and shall be called upon the request of the majority of the members of the Board of

Directors. Notice of such meetings, stating the business to be transacted, shall be given to all members of the Board of Directors at least fifteen (15) days in advance. Electronic or mail ballots shall be allowed for meetings by correspondence only. Ballots shall be returned to the Chapter Secretary by the date listed therein. Business not on the agenda of a special meeting shall not be considered.

3.  Quorum. The majority of the Board of Directors shall constitute a quorum for an in-person meeting, however, two-thirds (2/3) of the Board of Directors must cast ballots to constitute a quorum for a meeting by correspondence. In the absence of a quorum, the majority of the members present may adjourn the meeting.

4.  Place of Meeting shall be within or without the State of Minnesota as determined by the Board of Directors.

ARTICLE VIII – DUTIES OF OFFICERS

A.  Officers should consist of at least a President, Vice President, Secretary and Treasurer.

B.  The election of Officers for a term of one (1) year shall be held by the Board of Directors immediately after the close of the Annual Meeting of Minnesota RIMS or as soon as practicable. They shall take office June 1st and they shall serve until their respective successors take office. No Officer may be elected to the same office for more than two (2) consecutive terms.

C.  Resignations. Officers may resign at any time by giving written notice to the President of Minnesota RIMS, and such resignation shall take effect at the time specified therein.

D.  Removals. Action for cause may be instituted against any Officer before the expiration of the Officer’s term of office by referral of the matter to a Special Panel of Inquiry. This Special Panel shall be appointed by the President only after removal action against an Officer is sustained by a vote of a two-thirds (2/3) majority of the full Board of Directors taken at a meeting of the Board of Directors held at least thirty (30) days after notice in writing is given to all Directors that such removal action will be considered and the reason(s) therefore. The Panel shall consist of seven

(7) members, three (3) of whom shall be members of the current Board of Directors and the other four (4) shall be Past Presidents of Minnesota RIMS or former Vice Presidents if sufficient Past Presidents are not available. The most recent Past President serving on the Panel shall act as Chairman of the Special Panel and shall have a vote.  The Panel shall have access to all Minnesota RIMS records and the power to investigate the removal charges fully and shall meet at its discretion and consider all necessary information. A recommendation to remove an Officer must be affirmatively voted by at least five (5) of the Panel members. The report of the Panel, in writing, shall be submitted to the President as soon as practicable. Within thirty (30) days after receiving the report, the President must transmit it to the full Board, and if the report recommends removal, the President must submit a recommendation to the Board for a vote. The panel shall be discharged after its recommendation is transmitted to the Board. A two-thirds (2/3) Majority vote of the full Board of Directors is required to effect a recommendation by the Panel to remove a Director.

E.  Vacancies in any office shall be filled by the Board of Directors. Any person selected to fill a vacancy shall serve the unexpired term.

F.  President shall be the Chief Executive Officer of Minnesota RIMS and shall have general supervision over the business affairs of Minnesota RIMS and its Officers, subject to the control of

the Board of Directors. It shall be the duty of the President to preside at all meetings of the membership, Board of Directors, and to enforce all laws and regulations relating to Minnesota RIMS.

G. Vice President shall, in the absence of the President, perform all the duties of the President and, when so acting, shall have all the powers and be subject to all the restrictions on the President, and shall perform such duties as from time to time may be assigned by the President of the Board of Directors. It shall be the Vice President’s further duty to counsel and assist the President in the administration of all business.

H.  Treasurer shall have general supervision of financial operations and shall supervise the receipt and deposit of all monies in bank accounts in the name of Minnesota RIMS as are approved by the Board of Directors. Disbursements, in payment of the obligations of Minnesota RIMS, shall be made by check signed by the Treasurer or such other Officer as may be designated by the Board of Directors. The accounts and related records of the Treasurer shall be audited annually as prescribed by the Board of Directors.

I.  The Secretary shall record all official actions of Minnesota RIMS, issue all notices of meetings, keep a register of the membership, and perform all other duties usual to the office of the Secretary. The Secretary shall receive the report of the Nominating Committee on or before the first day of May.

ARTICLE IX – COMMITTEES

A.  Nominating Committee. The Nominating Committee shall be appointed by the Board of Directors within ninety (90) days after assuming office and shall consist of three (3) Professional Members of Minnesota RIMS. The Chair of the Nominating Committee shall be appointed by the Board of Directors from one of the three (3) appointed. Vacancies on the Nominating committee shall be filled by the Board of Directors. The Nominating Committee shall deliver to the Secretary of Minnesota RIMS not later than the first day of May, the names of its nominees for the Board of Directors.

B.  Board Auxiliary. The Board Auxiliary may be established by the Board of Directors. The members of each committee shall be Professional Members of Minnesota RIMS or their designees. Such designees shall be employees of the respective Member and shall meet the eligibility criteria set out in Article IV, Section A, Subsection 2, Paragraphs a. and b. above. The Chair of each committee must be a Professional Member and shall be designated by the Board of Directors. The Board of Directors or committee Chair shall appoint the members of the committee. The Board Auxiliary shall perform the duties specified in the appointment, and shall serve until June 1st unless sooner discharged. Except as otherwise provided by the Board of Directors, each committee shall establish its quorum, rules and procedures.

ARTICLE X – PUBLICITY

No publicity shall be released in the name of Minnesota RIMS without the prior approval of the Board of Directors.

ARTICLE XI – FISCAL YEAR

Fiscal Year shall begin the first day of June and end the 31st day of May.