Bylaws

Bylaws of the Inter-Company Marketing Group - A Nonprofit Corporation
Adopted January 30, 2002

Article I - Purposes

1. Name. The Inter-Company Marketing is a nonprofit, nonstock corporation incorporated in the State of Virginia. It is organized for purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code.
2. Purposes. The purposes of the Association are to:
1. Provide a forum for the exchange of information among all persons having an interest in inter-company agreements with insurance companies.
2. Initiate, sponsor, promote and carry out plans, policies and activities which will tend to further the development of distributors and providers of insurance and related products and services via inter-company agreements.
3. Provide opportunities for education, advancement, and improvement of all aspects of inter-company agreements through meetings, seminars, communications, publications, and other programs and activities.
4. Promote adherence to high standards of market conduct.
3. Restrictions. All policies and activities of the Association shall be consistent with:
1. Applicable federal, state, and local antitrust, trade regulation, or other legal requirements; and
2. Applicable tax exemption requirements, including the requirements that the Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

Article II - Offices

1. Location. The principal office of the Corporation is located in the state of Virginia.
2. Other Offices. The corporation may also have offices located outside of the state of Virginia, in such number and locations as determined by the Board of Directors from time to time.

Article III - Members

1. Membership Qualifications. Membership in the Association is available to persons involved in or associated with inter-company agreements with insurance companies.
2. Applications for Membership. All applicants for membership must complete and sign the application form provided by the Association and submit the application to the principal office of the Association.
3. Resignation. Any member may resign by filing a written resignation with the Board of Directors; however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.
4. Expulsion. Any member may be expelled for adequate reason by a two-thirds vote of the Board of Directors. Failure to pay dues or meet the criteria for membership is presumed to be adequate reason for expulsion and does not require advance notice to the member and deliberation by the Board. Any member proposed for expulsion for any other reason shall be given advance written notice, at least two weeks prior to the Board meeting at which the expulsion will be considered, including the reason for the proposed expulsion, and the opportunity to contest the proposed expulsion in writing or in person before the Board of Directors. Final written notice of the Board's decision will be provided within two weeks following the meeting.

Article IV - Dues

1. Dues. Dues are established by the Board of Directors.
2. Delinquency. Any member of the Association who is delinquent in dues for a period of ninety (90) days shall be notified of the delinquency and suspended from membership. If dues are not paid within the succeeding thirty (30) days, the delinquent member forfeits all rights and privileges of membership and shall be expelled.
3. Refunds. No dues will be refunded.

Article V - Board of Directors

1. Directors. The governing body of the Association is the Board of Directors, which has authority and is responsible for supervision, control, and direction of the Association. The Board of Directors may establish policies, procedures, and programs of the Association consistent with these Bylaws.
2. Composition of the Board. The Board of Directors shall consist of not less than six persons elected by and from the membership. The exact number of directors will be determined by the Board of Directors from time to time.
3. Election and Term of Office. At each annual meeting of the Association, an election shall be held to choose members of the Board of Directors. Directors shall serve for one year or such other terms as determined by the Board of Directors to fit special circumstances.
4. Vacancies. If a vacancy exists on the Board for any reason, the Board shall appoint a successor to fill the position for the unexpired portion of the term.
5. Meetings. The Board of Directors shall meet at least annually at whatever time and place it selects. The presence of a majority of directors constitutes a quorum. Where a quorum is present, a majority of directors is necessary to make a decision, except where some other number is required by law or by these bylaws. Proxy voting is not permitted. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.
6. Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and unanimously approve the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
7. Removal. A director may be removed by a two-thirds vote of the Directors in office. A director may be removed only at a meeting called for the purpose of removing him or her. The meeting shall state the purpose, or that one of the purposes of the meeting is removal of the director.
8. Resignation. Any director may resign at any time by giving written notice to the Board of Directors.
9. Compensation. Directors do not receive compensation for their services on the Board. However, Directors serving the organization in any other capacity are allowed to receive compensation therefore.

Article VI - Officers

1. Officers. The officers of the Association are: President, Vice President, Second Vice President, Treasurer, and Executive Director.
2. Qualifications. Officers, except for the Executive Director, must be members of the Association who are currently serving as directors. No person may hold more than one office at the same time. Officers may serve consecutive terms.
3. Election and Term of Office. Officers, except for the Executive Director, are elected at the Annual Meeting by majority vote of the members present. Officers, except for the Executive Director, serve from the conclusion of the Annual Meeting following their induction until the conclusion of the next Annual Meeting. The Executive Director shall be appointed and may be terminated by the Board of Directors in its discretion.
4. Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. In addition, the President of the Association acts as Chairman of the Board of Directors and of the Executive Committee; the Vice President acts in place of the President when the President is not is not available; the Treasurer is the financial officer of the Association; the Executive Director keeps records of all the official proceedings of the Association and its Board of Directors, including all reports of committees; and the Executive Director is the Association's chief staff administrative officer.
5. Succession of Office. In the event of the absence, disability, resignation, or death of the President, the Vice President, the Second Vice President, or the Treasurer, in that order, shall act as President.
6. Vacancies. If a vacancy occurs among the officers, other than the President or the Executive Director, for any reason, the Board shall appoint a current director to fill the position for the unexpired portion of the term.
7. Removal. An officer may be removed, with or without cause, by a two-thirds vote of the Board of Directors.
8. Compensation. Officers, other than the Executive Director, shall not receive compensation for their services on the Board. However, Officers serving the organization in any other capacity are allowed to receive compensation therefore.

Article VII - Meetings of the Membership

1. Annual Membership Meeting. The Association shall hold an annual meeting of the membership at such place and on such date as the Board of Directors determines.
2. Special Meeting. Special meetings of the Association's membership may be called by the Board of Directors at any time.
3. Notice. The Board of Directors shall give members written notice of the date, time and place of each annual and special members' meeting. Such notice shall be given either personally or by mail, no less than ten nor more than 60 days before the date of the meeting except that notice of a members' meeting to act on an amendment of the articles of incorporation, a plan of merger, a proposed sale of assets pursuant to section 12.1-900 of the Code of Virginia, or the dissolution of the corporation, shall be given not less than twenty-five nor more than sixty days before the meeting.
4. Voting. A quorum for the transaction of any item of business at any meeting shall consist of twenty (20) percent of the membership, present in person or present by proxy, unless otherwise provided by the Certificate of Incorporation or these Bylaws. A majority of members where a quorum is present is necessary to make a decision except where some other number is required by law or these Bylaws. If a quorum is not present, a majority of those members present may adjourn the meeting from time to time without notice.
5. Date of Record. For the purpose of determining the members entitled to notice of, or to vote at any meeting of members or any adjournment thereof, the Board of Directors may fix, in advance, a date as the record date for any such determination of members. Such record date shall not be more than sixty days before the date of such meeting. If no record date is fixed, the record date for the determination of members entitled to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held.

Article VIII - Committees

1. Committees. The Executive Committee shall consist of the President, Vice President, Second Vice President, and Treasurer of the Association. It may act in the place of the Board of Directors when authority is designated by the Board; or in emergency matters, where Executive Committee action is temporary and subject to subsequent approval by the Board at its next meeting. The President shall appoint such other committees as are necessary. The Executive Director shall be an ex-officio member of all committees.
2. General Counsel. A General Counsel may be appointed or terminated by the Executive Committee.
3. Indemnification. Every member of the Board of Directors, officer or employee of the association may be indemnified by the association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such member of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the association, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the association. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled. In addition, the Association shall carry directors and officers liability insurance.
4. Amendment. Amendments to these Bylaws may be made without prior notice at an annual membership meeting of the Association where a quorum is present, by a two-thirds vote. Emergency amendments may be made at any time by a two-thirds vote of the Board of Directors, but emergency amendments are temporary and subject to subsequent approval by a two-thirds vote at the next meeting of the Association's membership.

Article IX - Property and Finances

1. Operating Funds. All operating funds of the corporation shall be deposited or invested in the name of the corporation as directed by the Board of Directors. All corporation funds received by any member, director, officer, employee, or agent of the corporation in connection with any activity of the corporation shall be held in trust for, and immediately delivered to, the corporation through its Treasurer or his designee.
2. Execution of Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the corporation to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
3. Signing of Financial Instruments. All checks, drafts, or orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer(s) or agent(s) of the corporation and in such manner as the Board of Directors may designate from time to time.
4. Auditors. Auditors shall be appointed or terminated by the Executive Committee.
5. Dissolution. Upon the dissolution of the Association, the Association shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all assets of the Association that are held exclusively for the purposes of the Association in a manner consistent with the requirement for organizations covered under section 501(c)(6) of the Internal Revenue Code.

Article X - General Provisions

1. Fiscal Year. The fiscal year of the corporation shall be from April 1 to March 31 as fixed by the Board of Directors.
2. Books and Records. Correct books of account of the activities and transactions of the Association shall be kept at the office of the Association. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.