About IIAT

Articles of Incorporation and Bylaws
Independent Insurance Agents of Texas
(Incorporated 1925)
Effective September 1, 2002

Articles of Incorporation

1. That the name of the corporation is and shall be INDEPENDENT INSURANCE AGENTS OF TEXAS.
2. The purposes for which the corporation is organized are as follows:
   1. To support and maintain the principles of the American Agency System and by all reasonable means to promote the best interests of those agents in Texas doing business through such system. The American Agency System is the production of insurance premiums and the servicing of insurance contracts by insurance agents who:
      1. with regard to the preponderance of their agency business, operate on a commission basis and on their own account as independent contractors, and have ownership of their accounts and expirations by contract with their companies,
      2. maintain their own offices,
      3. are not restricted from placing insurance risks with more than one company.
   2. To encourage and support those insurance principles, programs and regulations which are in the best public interest; to enlighten members as to the insurance laws of the state of Texas and to the rules and regulations for the writing of insurance as approved by the Texas Department of Insurance; and to support and encourage all activities to reduce loss of life and property on streets, highways, in homes and places of employment.
   3. To support a program of continuing education for member agents to assist them in attaining and maintaining the highest professional competence.
   4. To encourage high standards of ethical and professional conduct by independent agents.
   5. To promote a greater public understanding and knowledge of the insurance industry and its vital and necessary role in our society.
   6. To assist and coordinate the activities of the various local agents associations throughout Texas who become affiliated with this Association.
   7. To generally promote the best interests of its membership by all reasonable and honorable means and to engage in such other activities or purposes as shall be necessary, convenient or incidental to any of the foregoing purposes.
3. The address of the registered office of the corporation is 1115 San Jacinto Blvd., Suite 100, Austin, Travis County, Texas, Postal Zip Code is 78701, (P.O. Box 684487, Austin, Travis County, Texas, Postal Zip Code 78768), and the name of the registered agent at such address is David VanDelinder.
4. The period of its duration shall be perpetual.
5. The number of directors shall be determined by the Bylaws, but shall consist of not less than ten (10) members.
6. The corporation shall be without capital stock and the membership shall consist of those selected under its Bylaws, certificates of membership to be issued to each member. It is not organized for, and shall not be conducted for, profit.
7. Any action required by the Texas Non-Profit Act to be taken at a meeting of the directors of the Corporation or any committee of the Corporation may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by a sufficient number of directors or committee members as would be necessary to take that action at a meeting at which all of the directors or committee members were present and voting.

Bylaws Article I—Membership
Section 1. The membership shall be composed of the following

1. Regular members, composed of insurance agencies, which:
   1. are licensed in the State of Texas as general or limited lines property and casualty agents;
   2. are actively engaged in business as general or limited lines property and casualty agents for one or more property or casualty insurance companies;
   3. subscribe to the Articles of Incorporation of this Association and these Bylaws;
   4. transact business in accordance with the principles of the American Agency System and as defined in the Charter of the Independent Insurance Agents of Texas; and
   5. pay annual dues as prescribed in these Bylaws.
2. Associate members, which shall be composed of any person and/or firm who has a bona fide interest in or renders a service to the general insurance industry and shall further the interest of the Association and the American Agency System in a capacity other than an insurance agent/agency and who is not eligible to join as a regular member. However, if said person or firm holds ownership, control or a management interest in an insurance agency which is eligible for regular membership in the Association, then said person or firm will be eligible for associate membership only if said agency is also an active member of the Association.

Section 2. Local associations which wish to be recognized by this Association must have stated objectives and principles in harmony with those of this Association, meet requirements set by the Board of Directors and must follow this Association's membership policy which is directed toward attracting all qualified independent agencies as members.

Section 3. Each member agency shall be entitled to one vote at membership meetings. No voting by proxy or an attorney-in-fact shall be permitted by any members at any membership meeting, board of directors meeting, executive committee meeting, committee meeting or any other meeting of its members.

Section 4. The membership of any member of this Association shall terminate upon the occurrence of any of the following:

1. Failure to pay dues in full.
2. Expulsion of the member for cause. No such termination of membership shall impair or discharge any financial obligation then owing to the Association by such member.

Section 5. A member of this Association may be expelled by the Board of Directors, in accordance with procedures adopted by the Board, for any of the following causes:

1. If the member becomes ineligible for membership.
2. Violation of the Bylaws of the Association.
3. Conviction of the member by a court of competent jurisdiction of any crime involving moral turpitude. Any decision of the Board of Directors ordering expulsion of a member shall be final.

Article II—Dues

Section 1. Membership fees and dues shall be fixed by the Board of Directors.

Section 2. Fiscal Year. The fiscal year of the Association shall be from September 1st through August 31st.

Section 3. Members admitted after the commencement of any fiscal year shall pay dues prorated under rules adopted by the Board of Directors.

Section 4. All membership fees shall be due and payable annually in advance on the first day of September in each year, unless other dates for payment are fixed by the Board of Directors.

Article III—Membership Meetings

Section 1. Annual Meetings.

1. The annual meeting of the members of this Association shall be held on a date and at a place to be selected by the Board of Directors.
2. Notice of the time and place of the annual meeting shall be given to members not less than thirty (30) days prior to the date of such meeting by publication in the Association newsletter.
3. The order of business at the annual meeting of members shall be prescribed by the Board of Directors.

Section 2. Special Meetings.

1. Special meetings may be called, stating the purpose for the meeting, by the President, or shall be called upon written request of the majority of the Board of Directors, or shall be called upon written request by at least five percent (5%) of the members, not more than twenty-five (25) of whom shall be affiliated with the same local association.
2. The President shall direct the Secretary/Treasurer to give at least ten (10) days' written notice to all members.
3. No business shall be discussed or transacted at any such special meeting other than the items specified in the notice calling the meeting.

Section 3. Those members who are present at any annual or special meeting which has been duly called and for which proper notice has been given shall constitute a quorum.

Article IV—Board of Directors

Section 1. The Board of Directors shall be the policy making body of the Association. Within the framework of the purposes as set forth in Section II of the Charter, the Board shall:

1. determine the general policies of the Association;
2. formulate and promulgate statements and resolutions relative thereto.

Section 2. Membership.

1. The Board shall be composed of not less than fourteen (14) and not more than twenty (20) members, to be elected as follows:
   
   1. The number of directors to serve for the coming year shall be determined by the Board at a regular or duly called special meeting of the Board, provided that the act of the Board in reducing the number of directors shall not reduce or shorten the term of any director then serving in office.
   2. The President, President-Elect, Vice President, and the State National Director shall serve as voting ex-officio members of the Board during their respective terms of office.
   3. The person who has served as President of the Association shall serve as a voting ex-officio member of the Board for the period immediately succeeding his or her term of office as President.
   4. Not less than nine (9) and not more than fifteen (15) directors shall be elected from the membership at large.
      
      
2. Board members' terms begin at the Board of Directors meeting which shall be called for a date nearest the conclusion of the fiscal year
   during which they were elected and end when their successors' terms begin.
3. A minimum of three (3) and a maximum of five (5) directors shall be chosen each year from among the members of the Association at its annual meeting to serve for a term of three (3) years each. Any member of the Board so chosen shall, to the extent there are directors with terms then expiring, replace those members whose terms expire.
4. No director who has served a full term shall be eligible for reelection to succeed himself or herself.
5. Notwithstanding any other provision of this Article, the Board of Directors may take official action on any urgent matter upon the affirmative vote of not less than two-thirds of its total members during a telephone conference call presided over by an Officer of this Association as provided by Article VI of these Bylaws. Members of the Board of Directors shall be given at least twenty-four (24) hours prior notice either personally delivered in writing, by facsimile, or by telephone of a meeting on an urgent matter called pursuant to this section. A full and complete record of the proceedings of such telephone conference call shall be kept and placed in the records of the Association the same as any other meeting of the Board of Directors.

Section 3. Director Elections.

1. At least ninety (90) days prior to the annual meeting of the Association, the President, with the advice and consent of the Board of Directors, shall appoint a three-member committee to nominate three members to serve on the Board of Directors.
2. This committee shall include a Past President, who shall preside as Chairman of the Committee, and two members at large.
3. The committee shall report its nominations at the annual membership meeting.

Section 4. The Board of Directors, meeting in connection with the annual membership meeting, each year shall elect one of its members to the office of President and one as President-Elect; shall elect from among the current or former members of the Board of Directors a Vice President; shall elect a Secretary/Treasurer, which position may be filled by the Executive Director; and, if the term of office expires at the Board meeting nearest the end of the fiscal year, shall elect a State National Director. The members elected as President, President-Elect and Vice President shall become ex-officio members of the Board, during the period for which they serve as such officer, thus vacating their elective membership on the Board, which vacancy shall be filled, like all other vacancies, as is provided by these Bylaws.

Section 5. Meetings of the Board of Directors may be held at such times and places as may be fixed by the Board or as may be called by the President. Meetings of the Board shall be called by the President upon written request of five (5) members of the Board. Members shall be given at least ten (10) days written notice of meetings of the Board of Directors, except as provided in Section 2(e) hereof for a meeting called to consider action on an urgent matter.

Section 6. A majority of the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, the members present may recess the meeting to a later time, not more than ten (10) days later, without additional or further notice.

Section 7. In case of a vacancy on the Board of Directors, a majority of the remainder of the members of said board shall elect a member of the Association to fill said vacancy until the next regular annual election of Directors, and the Director elected at that time shall hold office for the remainder of the unexpired term, if any.

Section 8. Any Director or Officer may be removed from office, either with or without cause, at any time by vote of three-fourths of the remaining Directors (or three-fourths of the Directors in the case of an Officer not a Director) and may be recalled at any time with or without cause by a vote of two-thirds of the members of the Association present at any special meeting called for that purpose or at the annual meeting.

Article V—Officers

Section 1. The officers of the Association shall consist of a President, President-Elect, Vice President, and Secretary/Treasurer.

1. The Officers shall be elected as is provided in Article IV of these Bylaws.
2. The Officers' terms begin at the Board of Directors meeting called for a date nearest the conclusion of the fiscal year during which they were elected and end when their successors' terms begin.

Section 2. President. The President shall preside at all meetings of the Association and of the Board of Directors and shall serve as chairman of the Executive Committee.

Section 3. President-Elect. The President-Elect shall be elected the President of the Association upon the end of the President's term. In the event of the absence or inability of the President to perform his or her duties, the President-Elect shall perform the duties of and have the same authority as the President. In the event of the death or incapacitation of the President-Elect, the Executive Committee shall nominate a replacement to the Board of Directors, and the Board shall elect a successor at the next regular meeting of the Board, or a called special meeting of the Board if necessary.

Section 4. Vice President. In the event of the absence of or inability of the President and President-Elect to perform their duties, the Vice President shall perform the duties of and have the same authority as the President. In the event of death or incapacitation of the Vice President, the Board of Directors shall have the option to leave the position vacant for the remainder of the term or elect a successor, in which case, a nomination shall be made to the Board by the Executive Committee.

Section 5. State National Director.

1. The State National Director shall represent this Association at all meetings of the National Board of State Directors of the Independent Insurance Agents & Brokers of America. To be eligible for election by the Board, a member must have served at least one year on the Board of Directors of the Association. A current President shall not be eligible for such office for a period of one year from the date of retirement as President.
2. The State National Director shall be elected, as provided in Article IV of these Bylaws, for a term of three (3) years.
3. The State National Director may be reelected to an additional term of three (3) years, but in no event may the State National Director serve in this capacity for more than six (6) consecutive years.
4. The State National Director's term begins on January 1 of the year following election and ends when a successor's term begins.
5. The Board of Directors shall have the authority to remove from office the State National Director with or without cause and appoint a successor for the unexpired term.
6. The President shall serve as Alternate State National Director to attend meetings of the National Board of State Directors of the Independent Insurance Agents & Brokers of America with authority to vote and represent the Association in the absence of the State National Director. If the President cannot carry out these duties, the President-Elect, Vice President or Secretary/Treasurer is authorized to serve in that capacity.

Section 6. Secretary/Treasurer. The Secretary/Treasurer shall:

1. assist the Officers and Board of Directors as directed by them in conducting the business of the Association;
2. attend all meetings of the Association and of the Board of Directors and of the Executive Committee and keep a full and complete record of the proceedings of such meetings and of the meetings of other standing committees;
3. send written or printed notices to the membership for any regular or special meetings of the Association, and notice of special meetings shall set forth the purpose for which they are called;
4. keep the membership and other records of the Association;
5. shall collect all dues and moneys due the Association and under the direction of the Board of Directors disburse the funds of the Association;
6. annually, or more often if required to do so, submit to the Board of Directors a detailed report of all receipts and disbursements;
7. cause the funds of the Association to be deposited in a financial institution approved by the Board of Directors, to the credit of the Association and same shall only be withdrawn by checks signed by him or her and other persons authorized by the Board of Directors;
8. have accounts audited annually by a Certified Public Accountant authorized by the Board of Directors;
9. give bond for the faithful discharge of his or her duties in a sum and with such sureties as required by the Board of Directors;
10. perform such other duties usual to the office as may be required by the Board of Directors.

Article VI—Executive Committee

Section 1. The Executive Committee. The Executive Committee shall be composed of the President, the President-Elect and the Vice President.

1. Meetings of the Executive Committee may be called by the President at any time and shall be called by the President at the request of any member of the Executive Committee.
2. Meetings of the Executive Committee may be conducted by means of telephone conference calls.
3. The Executive Committee shall be responsible for general supervision and management of the affairs of the Association.
4. Minutes of all meetings of the Executive Committee must be prepared and provided to the Board of Directors.
5. The Executive Committee shall act as a nominating committee for the positions of Vice President and President-Elect and shall present its nominations at a meeting of the Board of Directors held in connection with the annual membership meeting.

Article VII—Committees

Section 1. The president shall appoint such standing committees as the Board of Directors may deem necessary to serve the best interest of the Association.

Section 2. All standing committees shall consist of not less than three (3) members, one of whom shall be designated by the President as Chairman, and such committees shall serve under terms and provisions as may be adopted by the Board of Directors.

Section 3. The President shall appoint such other special committees as may from time to time be deemed as appropriate.

Article VIII—Administrative Staff

Section 1. Executive Director. The Board of Directors may employ an Executive Director, who may be elected to act as Secretary/Treasurer to manage the Association under supervision and direction of the Officers in keeping of the policies set by the Board of Directors. The duties shall be as follows:

1. to assist the Board of Directors and Officers in conducting the business of the Association;
2. to manage the headquarters, staff and facilities of the Association;
3. to perform such other duties and functions as may be assigned by the Board of Directors or Executive Committee.

Article IX—Political Action Committee

Section 1. The Board of Directors shall serve as the directors or trustees of the Association's political action committee, which shall be operated through regional vice presidents appointed by the President with the advice and consent of the Board of Directors.

Section 2. The Regional Vice Presidents' primary responsibility will be to coordinate, encourage and assist the participation of members, within their respective regions, in the Association's political action committee.

Section 3. Regional Vice Presidents may also be called upon to perform other duties as assigned by the Board of Directors.

Article X—National Association

Section 1. The Board of Directors of this Association may affiliate this Association with the Independent Insurance Agents & Brokers of America.

Section 2. Upon affiliation, this Association shall pay dues to the Independent Insurance Agents & Brokers of America for the members of this Association on the basis of the dues scale and allocation method said Independent Insurance Agents & Brokers of America may from time to time adopt; provided, however, should the Board of Directors of this Association feel that such charges are excessive or would prove an undue burden on this Association and its members, they may suspend, cancel or adjust the dues for any or all memberships in the Independent Insurance Agents & Brokers of America.

Article XI—Reimbursement of Expenses

Officers and Directors of the Association, members of committees and such others performing special services for the Association shall be reimbursed for their actual expenses in connection with the business of the Association in such manner and to such extent as shall be determined by the Board of Directors.

Article XII—Indemnification

Section 1. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, including all appeals by reason of the fact that he or she is or was a director, officer, agent, or employee of the Association, or is or was serving at the request of the Association as a director, trustee, officer, venturer, proprietor, agent or employee of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against expenses (including attorneys' fees), judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding to the fullest extent permitted by law.

Section 2. The indemnification provided by this Article shall not be deemed exclusive to any other rights to which those seeking indemnification may be entitled as a matter of law or under the Articles, these Bylaws, any agreement, vote of members, any insurance purchased by the Association, or otherwise, both as to action in an official capacity and as to the action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, trustee, officer, agent, or employee and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 3. The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, agent or employee of this Association, or is or was serving at the request of the Association as a director, trustee, officer, agent, or employee of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of this Article or of the Texas Nonprofit Corporation Act.

Article XIII—Amendments and Rules of Order

Section 1. These Bylaws may be amended at any regular meeting of the Association by a majority vote of the members present, or by the same vote at any special meeting of the Association which has been called for that purpose. Notwithstanding any other provision of these Bylaws, no amendments to the Bylaws shall be considered or voted at any regular or special meeting, unless thirty (30) days written or printed notice of the general nature of any such proposed change has been given to all members of the Association. Any member desiring to propose an amendment to these Bylaws shall give written notice of such proposal to the President of the Association at the principal office of the Association in Austin, Texas not less than forty-five (45) days prior to a meeting of the Association, at which same may be eligible for consideration. Upon receipt of any such written notice from any member the President shall direct the Secretary/Treasurer to give appropriate notice to all members of the Association.

Section 2. Parliamentary Procedure. All meetings of the membership, the Board of Directors and committees shall be conducted and all questions of parliamentary procedure shall be settled according to Robert's Rules of Order (Revised), whenever such rules of order are not inconsistent with these Bylaws or the statutes of the state of Texas.