By-Laws

• ARTICLE I - Name

  The name of this organization shall be "The Los Angeles Chapter of the Risk and Insurance Management Society, Inc." (hereinafter referred to as the "Chapter"). (The Risk and Insurance Management Society, Inc., shall hereinafter be referred to as "RIMS" or the "Society".)

• ARTICLE II - Objectives and Powers

  Section 1. Objectives. The objectives of the Chapter shall be: To promote the discipline of risk management and enhance the image of the professional risk manager. To foster the educational and professional development of risk managers, as well as others within the risk management and insurance communities. To influence legislation and regulation at the federal, state and provincial levels, for the benefit of its members. To develop and promote products and services which meet the needs of its members. To provide forums for the free exchange of ideas and viewpoints among its members. To promote a competitive insurance marketplace and the development of insurance products which benefit all insurance consumers. To foster relationships with other professional societies and organizations in order to advance its objectives; and To abide by the Constitution and Bylaws of RIMS. Section 2. Powers. The Chapter shall have power to engage in any legal, ethical and moral activity to further the objectives listed above in section 1; provided, however, that the Chapter shall not have any power to incur financial or other obligations for which RIMS may be responsible without the approval of the RIMS Executive Council.

• ARTICLE III - Membership

  Section 1. Classes of Membership. A. Class I - Corporations or Other Legal Entities (hereinafter "Member") A Member corporation or legal entity must: subscribe to the objectives of RIMS; agree to abide by RIMS' Constitution and Bylaws and this Chapter Constitution and Bylaws; have been accepted for membership by the Chapter; at all times be represented by a Deputy (subject to eligibility requirements) who is a salaried employee of the Member (or affiliated entity of the same economic family); and pay Society and Chapter membership dues as fixed by the respective Boards of Directors. A wholly-owned subsidiary of a Member that has its own risk management department and/or individual(s) performing the risk management function solely for the subsidiary must have their own membership. A Member corporation or legal entity may: designate two Deputies, a primary and an alternate, for their membership dues. The primary deputy is responsible for exercising the voting rights of the member organization with the alternate serving as the back up; and designate additional deputies for a fee set by RIMS Board of Directors. A Deputy shall be a salaried employee of a Member company or affiliated entity of the same economic family having regular duties in risk or insurance management and/or employee benefits management, who shall have been designated by a Member to exercise the rights of that member. A Deputy: must perform one or more of the following risk management functions for the benefit of the Member and if applicable, for an affiliated entity of the same economic family: risk administration; risk assessment; loss control; risk financing; or funding/selection/administration relative to property/casualty or employee benefits programs. must not engage in any of the following prohibited activities for any nonaffiliated entities: underwriting of insurance; selling or brokering of insurance; regulating of insurance; rating of insurance; actuarial services relating to insurance; investigation and/or settlement of losses; providing risk management or employee benefits-related services, including but not limited to risk management consulting, rehabilitation, mediation, environmental services, disaster recovery, etc.; providing legal services; or executive recruitment and/or personnel recruitment. may vote, hold office and chair or serve on a committee. B. Class II - Honorary Members An Honorary Membership may be conferred only by the Board of Directors of RIMS on a person deemed worthy of such a distinguished honor. An affirmative vote of at least two-thirds (2/3) of the entire Board of Directors is needed to confer an Honorary Membership. A Nominee for Honorary Membership: must have served as an officer or director of RIMS and have made outstanding contributions to the advancement of RIMS, or if not eligible to be a deputy member of RIMS, must have made contributions to risk management/benefits and/or the insurance industry which are considered to be unusually outstanding as determined by RIMS Executive Council; must not be a deputy member at the time of nomination; and must be nominated by at least five deputy members in a written statement addressed to the President of RIMS, signed by each, specifying the grounds upon which the nomination is made and documenting the contributions of the nominee to RIMS and risk management. RIMS Executive Council shall evaluate each nomination to see that it meets the criteria listed herein and if it does, shall present the nomination to RIMS Board of Directors for its consideration. If the nomination does not meet the criteria, RIMS Executive Council shall return it to the deputy members with an explanation as to why it was not forwarded to RIMS Board of Directors. Election to such membership shall be conducted by mail ballot which, together with supporting data, shall be forwarded to each member of RIMS Board of Directors. Ballots shall be returned to the Vice President & Secretary of RIMS at the RIMS principal office. Honorary Members must subscribe to the objectives of RIMS; must agree to abide by the RIMS' and the Chapter's Constitution and Bylaws; pay no dues; may not vote; may not hold office; may act as an advisor to a committee at the discretion of the committee chair; are afforded the privileges of RIMS membership, whenever RIMS or its Chapters differentiates between members and nonmembers, unless otherwise specified; and are not required to be a member of a chapter. An Honorary Membership shall be conferred on an individual for the duration of that person's life. The Chapter may grant a Chapter Honorary Membership as it deems appropriate, pursuant to the above criteria. The Chapter Honorary Membership will be recognized by the Chapter only and does not entitle the honoree to the benefits associated with membership in RIMS. C. Class III - Educational Member An individual who is a faculty member teaching risk management, insurance or benefits courses or chairing a department, which offers risk management, insurance or benefits courses may be extended the opportunity to become an Educational Member. This membership shall be carried with the faculty member from educational institution to educational institution, so long as the educational institution offers courses in risk management, insurance or benefits. An Educational Membership shall not be affected if the educational member engages in other employment, even if in that other position the educational member would not be eligible to be a deputy member of RIMS, so long as education remains the member's primary focus Educational Members: must subscribe to the objectives of RIMS; must agree to abide by the RIMS' and Chapter's Constitution and Bylaws; must pay dues which shall be fixed by the Board of Directors; may not vote; may not hold office; may act as an advisor to a committee at the discretion of the committee chair; are afforded the privileges of RIMS membership, whenever RIMS or its Chapters differentiates between members and nonmembers, unless otherwise specified; and must re-qualify for such membership every five (5) years and if their teaching assignments or activities within RIMS change, such membership may be subject to termination. The Chapter may grant a Chapter Educational Membership as it deems appropriate, pursuant to the above criteria. The Chapter Educational Membership will be recognized by the Chapter only and does not entitle the Educational Member to the benefits associated with membership in RIMS. D. Class IV - Student Member A Student Membership may be granted to a full-time student enrolled in at least twelve (12) credit hours per term in a college or university; provided such individual is not otherwise eligible for membership in another class of membership. Student Members should be affiliated with a local RIMS Chapter, to the extent possible given the student's location relative to the Chapter area. Student Members: must subscribe to the objectives of RIMS; must agree to abide by the RIMS' and Chapter's Constitution and Bylaws; may not vote; may not hold office; may join committee activities at the discretion of the committee chair; are afforded the privileges of RIMS membership, whenever RIMS or its Chapters differentiates between members and nonmembers, unless otherwise specified; and must pay dues which shall be fixed by RIMS' Board of Directors. The Chapter may grant a Chapter Student Membership as it deems appropriate, pursuant to the above criteria. The Chapter Student Membership will be recognized by the Chapter only and does not entitle the Student Member to the benefits associated with membership in RIMS. E. Class V - Affiliate Member An Affiliate Membership may be granted to a current Deputy upon that Deputy's separation from his/her current place of employment. Upon acceptance of employment in the area of risk management, insurance or benefits, or the acceptance of any position involving the prohibited activities listed in Section 1(A)(3)(b), such Affiliate Member status shall terminate, with no refund of any prorated dues amount. Affiliate Members: must subscribe to the objectives of RIMS; must agree to abide by RIMS' and Chapter's Constitution and Bylaws; may enjoy such membership for a maximum of two continuous years from the date of separation from the Member; may continue to serve as a local or national officer or committee member until the expiration of his/her existing term, but may not seek reelection to that office, or election to any other office, and may not be re-appointed to a committee, upon the expiration of such existing term; may not vote, except as described immediately above; are afforded the privileges of RIMS membership, whenever RIMS or its Chapters differentiates between members and nonmembers, unless otherwise specified; and must pay dues which shall be fixed by RIMS' Board of Directors. The Chapter may grant a Chapter Affiliate Membership as it deems appropriate, pursuant to the above criteria; provided, however, that a Chapter Affiliate Member who is not a member of National must immediately resign any local or national office or committee membership. The Chapter Affiliate Membership will be recognized by the Chapter only and does not entitle the Affiliate Member to the benefits associated with membership in RIMS. F. Class VI - Associate of the Society An individual may be extended the opportunity to be an Associate of the Society if he/she can confirm their commitment to uphold and further the risk management discipline. An Associate of the Society: must not be eligible to be a Deputy of a corporation or other legal entity eligible for Class I membership, as described above in Section 1(A); and must not be eligible to be a Deputy, as described above in Section 1(A), for a current Member. Associates of the Society: must subscribe to the objectives of RIMS; must agree to abide by the RIMS' and Chapter's Constitution and Bylaws; may not vote; may not hold office; may act as an advisor to a committee at the discretion of the committee chair; must be an Associate of a local chapter, unless disapproved by the chapter; are afforded the privileges of RIMS membership, unless otherwise specified; and must pay Associate dues which shall be fixed by RIMS' Board of Directors. The Chapter may grant a Chapter Associate Membership as it deems appropriate, pursuant to the above criteria. The Chapter Associate Membership will be recognized by the Chapter only and does not entitle the Associate Member to the benefits associated with membership in RIMS. G. Class VII - Retired Member A retired Member Membership may be extended to an individual who was previously employed in risk management or one of its related specialties and who was previously a Class I Deputy Member or a Class VI Associate Member of RIMS prior to retirement. A Retired Member: must have previously been a Class I Deputy Member or a Class VI Associate Member of RIMS; must be fully retired (i.e. does not practice or work in any capacity in the risk management field, such as would make him or her eligible to be a member of RIMS in any other Class; must subscribe to the objectives of RIMS; must agree to abide by the RIMS' and Chapter's Constitution and Bylaws; may be a member of the Los Angles Chapter; unless disapproved by the Chapter' must pay dues, which shall be fixed by RIMS' Board of Directors; may not vote, hold office or be a chair or vice chair of a committee, but may serve as a voting member of a committee; and are afforded the same privileges of members such individuals had received as Deputy or Associate Members, as the case may have been, unless otherwise specified. H. The Executive Council is empowered to: resolve cases of doubt as to eligibility; review admissions as to eligibility; refuse admission to entities or individuals whose inclusion would not be in the best interest of RIMS; and terminate a membership by reason of ineligibility that has come about subsequent to admission. Exclusion from or termination of membership may be appealed by a RIMS Director to RIMS Board of Directors, who may overrule the action of RIMS Executive Council by a majority vote of the entire RIMS Board of Directors at an in person meeting specified in Article VI, Section 7, below. Nothing herein deprives a chapter of the right to refuse chapter admission to an applicant. Section 2. Termination of Membership. A. Resignation. Any membership may be resigned by filing a written resignation with the Vice President & Secretary of RIMS and the Secretary of the Chapter. Such resignation shall not discharge any obligations to pay dues, assessments, or other charges accrued and unpaid. No refund shall be made on any unexpired portion of dues. B. Suspension or Expulsion. Any Class I, III, IV, V, VI or VII member who fails to pay dues when payable or within ninety (90) days thereof, or who becomes ineligible for membership, may be forthwith suspended by the Vice President & Secretary of RIMS, but shall be reinstated without reelection if within two months of such suspension the condition which caused the suspension is remedied. Notice of any action taken hereunder shall be given to the president of the Chapter. C. Any membership may be terminated by action of the Executive Council, if after forty-five (45) days written notice to the Member or individual, and the Chapter, and hearing before RIMS Executive Council, if requested by the Member or individual, RIMS Executive Council by a three-fourths (3/4) vote finds the Member or individual guilty of unethical conduct or conduct prejudicial to the best interests of RIMS. Exclusion from membership may be appealed to RIMS Board of Directors who may overrule the action of RIMS Executive Council by a majority vote of the entire RIMS Board of Directors at an in-person meeting specified in Article VI, Section 7. Section 3. Meetings of Membership. A. Annual Meeting. The Annual Meeting of the Chapter shall be held during the month of November, unless otherwise designated not less than thirty (30) days prior to the meeting date, at any place specified by the Chapter's Board of Directors. Notice of the annual meeting shall be sent to all Chapter 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. B. Special Meetings. Special Meetings of the Chapter may be called by the President of the Chapter, and shall be called upon the request of a majority of the Chapter Board of Directors or upon a written application of 10 percent, or not less than 5 primary deputy members, whichever is greater, of the Chapter members. Requests or applications for special meetings shall be sent to the Chapter President. Notice of such meetings, stating the business to be transacted, shall be sent to all Chapter members at least thirty (30) days in advance. Business not on the agenda shall not be considered except by unanimous consent of the Chapter members present. C. Regular Meetings. Regular Meetings of the Chapter shall be held at such time and place as may from time to time be approved by the Chapter Board of Directors. The Chapter shall meet at least four (4) times per year, with one of those being the Annual Meeting. D. Voting. Only one of the deputy members representing a Class I member entity shall exercise a vote at a meeting of the Chapter. Voting by proxy shall be permitted at chapter meetings provided a single and only a single written proxy for a member, valid only for the specified meeting and signed by an authorized Deputy Member, shall be filed ten (10) days in advance of such Special Meeting with the Chapter Secretary. E. Quorum. The Chapter members present shall constitute a quorum at any meeting of the chapter. F. Minutes. The Chapter shall regularly maintain and submit to RIMS written notices of meetings, minutes of meetings and such other records and information as may be reasonably requested by RIMS.

• ARTICLE IV - Dues Collection

  Section 1. Society Dues. Class I, III, IV, V, VI and VII members shall pay society and chapter dues directly to RIMS' principal office or an alternate location as indicated on the dues invoice. Section 2. Chapter Dues. Chapter dues are set by the Chapter Board of Directors and shall be paid directly to the RIMS principal office at the same time as the RIMS national dues are paid. National RIMS will invoice the local chapter dues for the Los Angeles Chapter.

• ARTICLE V - RIMS Delegates

  The Chapter's Board of Directors shall elect, at its Annual Meeting, one of its deputy members, usually someone who has previously served as a member of the Chapter's Board of Directors, 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 January. Delegates may be elected to successive terms. The RIMS Delegate shall serve as a voting member of the Chapter Board, as well as a voting member of RIMS House of Delegates. A Delegate elected to be a RIMS Director or RIMS Executive Council member shall serve as such Director or Executive Council member only, and the Chapter shall designate another Delegate to complete the previous Delegate's unexpired term. The Chapter shall advise RIMS at RIMS principal office in writing and within fifteen (15) days of election of the Delegate elected along with the name of the member in which the Delegate is an employee. The Delegate acts as communication liaison between the chapter and the RIMS leadership, representing the chapters' concerns and interests to RIMS at large, as well as reporting on RIMS directions and activities at the local chapter level. It is the RIMS Delegate's responsibility to communicate any changes in the Chapter Constitution and Bylaws necessary to comply with constitutional changes in the RIMS Constitution and Bylaws. In the event that a Delegate cannot be present at a meeting of the House of Delegates, the Chapter may designate an Alternate Delegate by providing written notification of the name and address of the Alternate Delegate to the Vice President & Secretary of RIMS prior to the commencement of the meeting of the House of Delegates.

• ARTICLE VI - Board of Directors

  Section 1. General Powers. The Chapter's Board of Directors shall elect officers of the Chapter and shall assume the general management of all affairs of the Chapter. Section 2. Composition. The Chapter's Board shall consist of no more than fourteen (14) Directors consisting of the following officers: President, First Vice President, Secretary and Treasurer of the Chapter. The Board will also consist of the immediate Past President and up to eight (8) Deputy members of the Chapter, one of whom shall serve of as the Delegate to the RIMS House of Delegates.. Directors shall be elected by secret ballot or proxy which may be conducted by mail and/or at the annual meeting. Those elected shall be installed to Office at the December Chapter meeting and take Office on the first day of January, and shall serve until the expiration of their term of office or until their successors have been elected and qualified. All Chapter Directors shall be Deputy Members of RIMS. Section 3. Nominations. Nominations for the Chapter Board, other than those made by the nominating committee, may be made by petition signed by not less than five (5) members, and such petition must be presented to the Chapter Secretary at least fifteen (15) days prior to the date of the Annual Meeting of the Chapter. Section 4. Resignations. Directors may resign at any time by giving written notice to the Chapter Secretary and such resignation shall take effect at the time specified therein. Section 5. Removals. A Director may be removed from office upon a two-third (2/3) vote of the Chapter 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. Section 6. Vacancies. Vacancies on the Chapter Board shall be filled by the Chapter Board. Any person selected to fill a vacancy shall serve the unexpired term of the Director he/she succeeds. Section 7. Meetings. Annual Board Meeting. The Chapter Board of Directors shall meet in December for the election of officers and transaction of any additional business as may properly come before the meeting. Other Meetings. Other Meetings of the Chapter Board of Directors, in person or by correspondence, may be called by the President at the President's discretion, and shall be called upon the request of six (6) members of the Board of Directors. Notice of such meetings, stating the business to be transacted, shall be given to all members of the Chapter Board of Directors at least five (5) days in advance. Balloting by mail shall be allowed for meetings by correspondence only. Mail 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. Quorum. A majority of the Chapter 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, a majority of the Directors present may adjourn the meeting from time to time without further notice until a quorum is present. Number of Meetings. The Chapter Board of Directors shall hold a minimum of four (4) meetings during each year. Board Meetings. Meetings of the Chapter Board shall be held within the State of California, in such places as the President may, from time to time, designate.

• ARTICLE VII - Officers

  Section 1. Officers. Officers of the Chapter shall be the President, Executive First Vice President, Secretary and Treasurer, and as many additional Vice Presidents as the Chapter's Board of Directors deems necessary. Section 2. Election of Officers. The Officers of the Chapter shall be elected by the Board of Directors as follows: The Nominating Committee shall deliver to the Secretary of the Chapter, not later that 45 days before the annual the names of its nominees for each elective office. Candidates, other than those selected by the Nominating Committee, shall be placed in nomination at the written petition of no fewer than ten (10) members. The petition may include a full or partial slate of officers and shall be valid if accompanied by a signed acceptance from each candidate and if filed with the Chapter Secretary not later than fifteen (15) days prior to the date of the Annual Meeting of the Chapter. Only candidates placed in nomination as herein provided shall appear on the ballot to be voted upon in the annual election, as described in subsection (D) below. The Chapter Secretary shall mail to the Chapter Board of Directors not later than the 1st of November a ballot for the annual election containing the names of all candidates for Officers. The return date of the voted ballot shall be on or before the date of the Annual Meeting of the Chapter Board of Directors. Section 3. Removal. Any officer may be removed with or without cause by an affirmative vote of two-thirds (2/3) of the Chapter Board of Directors. Section 4. Vacancies. Vacancies in any office shall be filled by the Chapter Board of Directors for the unexpired portion of the term. The Chapter shall notify RIMS within fifteen (15) days of any vacancies filled by the Chapter Board of Directors. Section 5. President. The President shall be the chief executive officer of the Chapter and shall have general supervisory powers over the business affairs of the Chapter and its Officers, subject to the control of the Chapter Board of Directors. It shall be the duty of the President to preside at all meetings of the chapter membership and Chapter Board of Directors and to enforce all laws and regulations relating to the Chapter and to represent the Chapter at National and Local RIMS functions. Section 6. First Vice President. The First Vice President shall in the absence of the President, perform all the duties of the President and shall perform such other duties as from time to time may be assigned to the First Vice President by President. In the event the office of the President becomes vacant, the First Vice President shall assume the role of President. It shall be the First Vice President's further duty to counsel and assist the President in the administration of all business. The First Vice President shall also serve as a voting member of the Board of Directors concurrently with his or her term of office. Unless he or she resigns or is removed from office as provided in Section 3 of this Article the First Vice President shall be the President of the Chapter for the following term and shall succeed the current President upon the expiration of the latter's term of office. Section 7. Treasurer. The Treasurer shall have general supervision of financial operations of the Chapter and shall supervise the receipt, deposit and disbursement of all moneys held in the name of the Chapter. The accounts and related records of the Treasurer shall be audited, as prescribed by the Chapter Board of Directors, at least annually Fiscal Responsibility: Financial Statements. The Treasurer shall deliver to the Board of Directors as soon as available, but in any event within 60 days after the end of the each calendar year: a) A consolidated balance sheet, statement of earnings and net worth and in each case comparative figures for the previous two calendar years and the prior years approved budget, all in reasonable detail and prepared in accordance with accounting standards; and b) A balanced budget (operating revenues equal to or greater than operation expenses) for the upcoming calendar year. The proposed and approved budget must maintain the prior years consolidated net worth of the Chapter. Financial Results: The Treasurer shall deliver to the membership during the Annual Meeting the Chapters financial results, including explanations of any existing or forecasted reduction of the Chapters prior years net worth. Section 8. Secretary. The Secretary shall record all official actions of the Chapter, shall issue all notices of meetings, shall keep a register of the Chapter membership, coordinate communication activities and shall perform all other duties usual to the office of Secretary, and such other duties as from time to time may be assigned by the President or Chapter Board of Directors. Section 9. Appointive Officers. The Board of Directors may appoint such other officers or directors as the business of the Chapter may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the Board of Directors may from time to time determine.

• ARTICLE VIII - Committees

  Section 1. Nominating Committee. A Nominating Committee shall be appointed by the Chapter President, with the approval of the Chapter Board of Directors, at least seventy five (75) days before the annual election. The Nominating Committee shall consist of three (3) members of the Chapter. The Chapter President shall appoint a Chair of the committee from the members appointed. Vacancies on the committee shall be filled by the Chapter President. The Nominating Committee shall deliver to the Chapter Secretary, not later than forty five (45) days before the annual election the names of its nominees for each elective office. Only candidates placed in nomination by this committee, or by petition, shall appear on the ballot to be voted on in the annual election, either in person or by proxy which may be conducted by mail and/or at the annual meeting. Section 2. Other committees. Other Committees, as may be required by the business of the Chapter, shall be established by the Chapter Board of Directors or the President, and the members of each committee shall be Class I Members of the Chapter. Class II, III, IV, and VI members can be appointed as advisors to a committee at the discretion of the committee Chair. The Chair of each committee shall be designated by the Board Member to whom the committee reports, subject to the approval of the President. The President, Chapter Board of Directors or Committee Chair shall appoint the members of the committee. Each member of a committee shall perform the duties specified in their appointment and shall serve until the commencement of the next annual term of Officers, unless sooner discharged. Except as otherwise provided by the Chapter Board, each committee shall establish its own quorum, rules and procedures.

• ARTICLE IX - Fiscal Year

  The fiscal year shall begin the 1st day of February and shall end the 31st day of January.

• ARTICLE X - Parliamentary Procedure

  Robert's Rules of Order shall govern matters of parliamentary procedure unless specifically modified in advance.

• ARTICLE XI - Waiver of Notice

  Any notice required to be given hereunder may be waived in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein. The attendance at any meeting, unless specifically noted to the contrary, shall be deemed a waiver of notice of said meeting.

• ARTICLE XII - Amendments

  Amendments to this Constitution and Bylaws shall be made only by an affirmative vote of two-thirds (2/3) of the Chapter membership present and voting at the Annual Meeting. No proposition to amend shall be acted upon unless written notice fully describing the proposed amendment is given to all members of the Chapter at least thirty (30) days prior to the Chapter meeting where the vote is to be taken.

• ARTICLE XIII - Indemnification

  RIMS shall indemnify and defend a director or officer (person) of the Chapter against any and all judgments, fines, and amounts paid in settlement, together with reasonable expenses including attorney's fee, actually and reasonably incurred in the defense of any action, threatened action, suit or proceeding, or any appeal therefrom, brought by a third party, if such person was acting on behalf of RIMS or the Chapter for a purpose such person reasonably believed to be in the best interest of RIMS or the Chapter, and if such person had no reason to believe the conduct was unlawful.

• ARTICLE XIV - Effective Dates

  This Constitution and Bylaws shall become effective on the 1st day of December, 2003. Revised 10/03