ARTICLES OF INCORPORATION, AS AMENDED MAY 2014
We, the Public Insurance Adjusters of Massachusetts, in order to establish and maintain the highest professional standards, ensure harmonious working relations with one another, promote the general welfare, protect our rights and provide means for solving and dealing with our common problems, make this constitution for our Association.
Sec. 1. The name of the Association shall be Massachusetts Association of Public Insurance Adjusters, Inc.
Sec. 1. The Association shall be a non-profit organization.
Sec. 1. The purposes of the Association are:
- To unite the Public Insurance Adjusters in Massachusetts for their mutual benefit, protection and interest, and for the benefit and protection of the general public.
- To advance and protect the interests of its members, to promote their welfare, and to attain a spirit of helpful assistance and cooperation among its member.
- To establish and maintain high standards of professional conduct and efficiency among its members, and to study and assist in carrying out the provisions of all laws and regulations pertaining to Public Insurance Adjusters that may be enacted or formulated by the Legislature and Insurance Department of the Commonwealth of Massachusetts.
Sec. 1. The seal of the Association shall contain the words, “Massachusetts Association of Public Insurance Adjusters, Inc.”
Sec. 1. The membership shall consist of individuals who are Public Insurance Adjusters in the Commonwealth of Massachusetts.
Sec. 2. Each application for membership shall be accepted by a majority vote of the members of the organization.
Sec. 3. The term, “Public Insurance Adjuster” shall mean any person who is qualified to practice Public Insurance Adjusting as defined by the laws of the Commonwealth of Massachusetts and the regulations of the Massachusetts Department of Insurance.
Sec. 4. A registered member in good standing shall be one who is current in his dues and assessments in accordance with the By-laws of the Association, and must also be duly licensed by the Commonwealth of Massachusetts.
Sec. 5. A member can only be expelled by a vote of two-thirds (2/3) of those members present and voting at a duly constituted meeting.
Sec. 1. The officers of the Association shall consist of a President, one Vice-President, a Secretary, and a Treasurer.
Sec. 2. Officers shall be elected by the members at an annual meeting of the Association for the term of one (1) year beginning July 1. Nominations shall take place at a meeting prior to the elections.
Sec. 3. Officers shall serve without compensation as such, except that they shall be entitled to receive such reasonable amount to be approved by the Board of Directors as will be necessary to reimburse them for such expenses incurred in the performance of their duties.
Page 2 of 6
Sec. 4. All officers, elected or appointed, of the Association are forbidden to use any reference to the office they hold in the Association in their business advertising.
Sec. 1. The Association shall have an Executive Director, who shall be a practicing attorney, chosen annually by the Board of Directors, who shall receive compensation as will be determined, from time to time, by the Board of Directors. The Executive Director need not be a member of the Association.
DUTIES OF OFFICERS
Sec. 1. The President shall be in charge of the affairs of the Association. He/She shall preside at all meetings of the Association and the Board of Directors during his/her term of office, execute all duties pertaining to the office of President, execute and carry out all rules and regulations relating to the administration of the Association.
Sec. 2. In the absence or disability of the President, the Vice-President shall have and exercise all of the powers and duties of the President.
Sec. 3. The Secretary shall keep full records of the proceedings of the organization, read at each meeting the minutes of the previous meeting, keep and file all reports of the committees, conduct the correspondence of the organization. He/She shall deliver all books and papers belonging to the organization to his/her successor in office.
Sec. 4. The Treasurer shall receive and hold all funds of the Association, collect all dues and assessments, pay all bills endorsed by the President and Secretary, keep full and correct amounts, and report to the Association concerning its funds annually or upon request of the President. He/She shall deposit all monies to the credit of the Association in a bank or banks designated by the Board of Directors. All disbursements shall be made by checks drawn on the Association’s account or accounts signed by the Treasurer. He/She shall deliver all books and monies belonging to the Association to his/her successor in office.
DUTIES OF THE EXECUTIVE DIRECTOR
Sec. 1. The duties of the Executive Director shall be those assigned to him by the President and the Board of Directors.
Page 3 of 6
BOARD OF DIRECTORS
Sec. 1. There shall be a Board of Directors which shall consist of the officers of the Association, elected by the Association, the last retired President of the Association, and four (4) members elected by the general membership.
Sec. 2. The members of the Board of Directors shall each be elected for a term of two years, on a staggered basis. The elections for at large Board membership shall be held annually, for the two expiring seats.
Sec. 3. There shall be a Grievance Committee consisting of five (5) members, no firm having more than one individual as a member of this committee.
Sec. 4. There shall be a Membership and Public Relations Committee consisting of three (3) members.
Sec. 5. All committee members shall be appointed by the President.
DUTIES OF COMMITTEES
Sec. 1. The Board of Directors shall have general control of the affairs of the Association and assume any and all duties not otherwise delegated to hereinafter specified committees.
Sec. 2. The Grievance Committee shall investigate all complaints by members or others against any Public Insurance Adjuster, or may instigate such investigation upon its own decision. The committee’s recommendation shall be reported to the Board of Directors for appropriate action.
Sec. 3. The Membership and Public Relations Committee shall gather, publish, and disseminate such material, dates, statements , and items of interest as deemed necessary or advantageous in connection with the affairs of the Association, the furthering of its aims and objectives, and the fostering of harmonious relations between the Association and other organizations of the insurance business and the public. This committee may formulate, under its own discretion, an advertising program, for which expenditures are to be approved by the finance committee, promoting institutional and goodwill advertising in an effort to further the position and standing of the Public Adjusting profession at large.
Sec. 1. The Association shall meet at least once a year at a place determined by the Board of Directors.
Sec. 2. A special meeting may be called at any time by the Board of Directors providing at least seven (7) days written notice is given to each member.
Sec. 3. An annual meeting shall take place during the month of September. The date and time of the annual meeting shall be provided to all members in writing, with advance notice of at least thirty (30) days.
Sec. 4. Proceedings at any meeting shall be according to, “Roberts Rules of Order,” notwithstanding the constitution and the By-laws of the organization.
Sec. 5. A majority of the entire membership shall constitute a quorum, and a majority of the members present shall be necessary to authorize any act of the Association.
Sec. 6. Voting. Each member in attendance at each meeting will have one vote.
Sec. 1. Amendments or additions to the Constitution and the By-laws may be made only at the Annual Meeting of the Association by a two-thirds (2/3) vote of all the members present, after having been submitted by mail to the membership at least thirty (30) days prior to the Annual Meeting. Amendments shall become effective as soon as they are approved. Amendments may be recommended by the Board of Directors either on its own initiative or recommendation, upon suggestion of any member, or at any special meeting called for that purpose.
CODE OF PROFESSIONAL CONDUCT
Sec. 1. The members of the Association agree that there shall be a Code of Professional Conduct and Ethics promulgated by the Association. Said Code will be abided by and adhered to by all the membership.