SOUTHERN LOSS ASSOCIATION, INC CONSTITUTION AND BY-LAWS

STATEMENT OF PURPOSE

Southern Loss Association, Inc, since its inception in 1957 as a non-profit organization, has devoted its activities to the principles of education, cooperation between members, and understanding of the problems facing the insurance industry as a whole and more specifically, the property loss adjustment area. Through monthly meetings, educational seminars, and group outings, it has fostered closer working relationships amongst its members and authorities involved in the claim adjustment process for the betterment of the industry and the insuring public.

CONSTITUTION

Article 1

NAME

This organization shall be known as “SOUTHERN LOSS ASSOCIATION, INC”
(Federal Tax ID # 58-213 32 46)
Article 2

OBJECTIVE

The purpose of the association shall be to serve as a forum and a medium for the discussion, study and consideration of loss adjustment problems, coverage questions, policy forms, laws and statutes common to all insurance companies, to the end that better understanding of such problems may be reached and satisfactory methods of resolution developed through the cooperative effort of the members for the good of the business as a whole.

Article 3

MEMBERSHIP

Section 1a: FULL Membership shall be limited to only those persons whose profession is devoted exclusively to full time loss adjustment and claims work. Membership shall not include public adjusters.

Section 1b: ASSOCIATE Membership may be granted to only those persons in professions devoted full time to a service required for the adjustment of losses and claims work. Associate members shall not include public adjusters, contractors or sub –contractors of any trade, replacement of property services nor employment placement services. Associate members will be subject to payment of dues and will be afforded all privileges of membership except for the right to vote. The granting of an associate membership does not in any way imply that the Association attests to the quality of the vendor.

Section 1c: LIFE MEMBERSHIPS: At the discretion of the Board, Life Membership may be granted to a member who has a minimum of 20 years membership and in the opinion of the board has provided exceptional service to the organization.

Section 1d: HONORARY MEMBERSHIPS: At the discretion of the Board, Honorary Memberships shall only be granted from year to year to: 1) employees of national company organizations or associations in loss and claim work, 2) to persons devoted to insurance regulation or education, or, 3) to persons providing exceptional service to the organization. Honorary Members enjoy the same benefits as Full Members. Neither honorary nor life members shall be required to pay dues. When a present member leaves the employment that qualified him or her for membership originally, or changes capacity or job classification so that they would no longer qualify for membership (except retirement), they shall at once notify the officers of the association and their names will be removed from the association’s membership rolls.

Article 4

EXECUTIVE BOARD (Acting as Board of Directors)

Section 1: The officers of the association shall consist of a president, vice president, secretary, treasurer and assistant secretary/treasurer.

Section 2: The executive committee shall consist of four full members elected as hereinafter provided, to serve with the officers listed in section 1 above. Plus, the immediate past president of the association shall automatically be a member of this committee in the year following his or her presidency. Additionally, an Historian shall be appointed for a 5-year term by the executive board as a voting Executive Committee member and shall provide an annual report to the membership on the history of officers and life and honorary members. This makes a total of 6 voting Committee members. In addition, a Chief Financial Officer (“CFO”) shall be appointed by a majority of the current Board to serve from year to year at the pleasure of the Board.

Article 5

ELECTIONS

Section 1: The president, vice president, secretary, treasurer and assistant secretary/treasurer, together
with the four members of the executive committee shall be elected at the regular membership meeting
held in December of each calendar year, and will assume the duties of their offices at the next meeting in January of the following year. The names of candidates shall be provided by the Nomination Committee consisting of the vice president, secretary, treasurer and two at large members.

TERMS OF OFFICE

Section 2: The officers of the association as listed in article 4, section 1, shall be elected for the term of
one year, but no officer shall hold the same office for more than one consecutive year.

Section 3: The members of the executive committee, except the Historian, shall be elected for a term of one year, but no member shall be eligible for nomination or re-election as a member of the executive committee until at least one year has elapsed after their last term of office.

Section 4: A simple majority vote “yea” of the membership present is required for all elections.

Article 6

DUTIES OF OFFICERS

Section 1: President: It shall be the duty of the president to preside at all meetings of the association; to exercise all executive and judicial functions in accordance with the constitution; to appoint such special committees as directed by a majority vote of the members; to appoint members to fill vacancies on special committees as may exist or as may occur from any cause whatsoever; and to fill any vacancies which may occur on the executive board, only until the next regular election. The president shall be an ex-officio member of all committees.

Section 2: Vice President: In the absence of the president, the vice president shall preside at all meetings and assume the duties, powers and prerogatives of the office of the president including being an ex-officio member of all committees.

Section 3: Secretary: The secretary shall record all transactions of the association, including the taking of minutes at both the executive meetings and the meetings of the membership, and attend to the correspondence of the association as the executive board or the members may direct.

Section 4: Treasurer: The treasurer shall reconcile and account for all moneys collected at the Association’s various meetings and events, deposit such sums in the Association’s banking institution and oversee the financial reporting of the CFO.

Section 5: Assistant Secretary/Treasurer: The assistant secretary/treasurer shall prepare the loss problems to be considered on the agenda of the regular meetings of the members, and shall furnish copies of such policy forms that might be required in considering the questions, to the regular membership at the beginning of the meeting at which the loss problems are to be considered and discussed. The assistant secretary/treasurer shall also perform such duties as from time to time may be assigned to him or her by the secretary, the treasurer or by the executive committee. In the absence or disability of either the secretary or the treasurer, the president or the executive committee shall instruct the assistant secretary/treasurer to perform all the duties of that office that is vacant by reason of absence or disability. In such case, the assistant secretary/treasurer shall have all powers of the office but shall be subject to the restrictions of that office.

Section 6: Executive Committee: The executive committee shall attend the meetings of the executive board before each general meeting of the members and shall have the same voting privileges as the officers.

Section 6.1: Chief Financial Officer: The CFO shall keep account of all moneys of the association and pay bills against the association when approved by the executive board and shall submit an accounting at each regular meeting of the executive board.

Section 7: Executive Board: The executive board shall hold meetings prior to each general meeting of
the members, and may call special meetings as may be necessary. They shall investigate the qualifications of applicants for membership and determine the eligibility of such applicants before the applications are submitted to the members for approval at any regular or special meeting of the association. They shall keep informed on all matters concerning the finances of the association and make such recommendations to the members as in the judgment of the executive board will be in the best interest of the association, in accordance with the constitution and by-laws. The president of the association shall chair the meetings of the executive board, and in his absence the next ranking officer will preside.

Section 8: Quorum: No action may be taken by the executive board unless a quorum is present to vote upon any proposed action. A quorum as it applies to the executive board is six members present. Electronic voting on a proposed action is permitted when submitted by the president to all members of the Executive Board and the action and vote tally is recorded in the minutes of the next scheduled board meeting.

Article 7

COMMITTEES
The following standing committees shall be maintained to ensure continued quality of programs and the
chairpersons shall report to the noted sponsoring officers: Membership (VP), Advertising (Treasurer), Education (VP), Finance (Treas.), Golf/Tennis (Pres.), Luncheon (Treas.), Programs & Speakers (Pres.), Publicity & Newsletter (Sect.), Website (Asst. Secr/Treas.), Scholarship (VP) and Nominating (Pres.).

Article 8

INITIATION AND YEARLY DUES

Section 1: The initiation fee for both full membership and associate membership is currently $15.00, but may be changed by decision of the executive board.

Section 2: Annual dues are currently $30.00 and payable each calendar year. The dues paid by a new member joining the association before November 1 only applies for the balance of the year in which the member joins. The annual dues may be increased upon the recommendation of the executive board and a majority vote of the members at any regular or special meeting. Annual dues are payable January 1st of each calendar year and if not paid by February 1st, the member will be dropped from the association’s membership rolls. The dropped member must submit a new application for membership and will require paying an initiation fee. Special assessments may be required in the best judgment of the executive board, subject to a majority vote of the members present at any regular or special meeting. No assessment shall exceed $5.00, nor shall any number of assessments aggregate more than $10.00 in any calendar year.

Article 9:

AMENDMENTS

This constitution and the by-laws may be amended at any regular or special meeting of this association by a two-thirds affirmative vote of the membership present at the meeting, provided that notice of any proposed amendments, with a copy thereof, has been mailed or emailed to the entire membership of the association not less than one month in advance of such meeting together with a notice of the time and place of the meeting at which proposed action is to be taken.

BYLAWS

Article I

ORDER OF BUSINESS

Section 1: The recommended order of business for the executive board meetings shall be as follows:

1) A recording of the board members present

2) Reading and approval of minutes from the last prior meeting

3) Review and approval of the Treasurer’s report

4) Review and approval (or disapproval) of applications for membership

5) Reports of committees or appointment of committees

6) Unfinished business

7) New business

8) Adjournment

Section 2: The recommended order of business for meetings of the membership shall be as follows:

1) Welcoming of members and guests and opening comments

2) Reading of minutes of last general meeting

3) Lunch

4) Presentation of new applications for membership

5) Election of new members and enrollment

6) Presentation and discussion of loss questions*

7) Unfinished business

8) New business

9) Introduction of guest speakers*

10) Speakers’ presentation***

11) Adjournment

***Except for the meeting held each December

8) Shall be the report of the nomination committee for officers and executive committee members for the following year.

9) Shall be the election of new officers to take office and preside at the January meeting of the next calendar year.

Article II

RULES OF ORDER

ROBERT’S RULES OF ORDER shall govern the deliberation of this association in all meetings.

Article III

SPECIAL VOTING

If one-fifth of the members present at any general meeting of the membership shall call for a vote on any question, the vote shall be taken and recorded in the minutes of the association.

Constitution and by-laws edited December 8, 2016