ARTICLE I

A. MEMBERSHIP

(1.01) The membership of this Corporation shall be unlimited as to the number of members, and shall consist of two classes, viz., active membership and associate membership,

(1.02) Active membership shall be composed of insurance agents and brokers who:

a. Operate as individuals, partnerships, or corporations under the American Agency System;
b. Make written application for membership;
c. Actively solicit insurance from the public and place it at their election, with one or more insurance companies;
d. Are compensated on a commission or fee basis;
e. Are licensed as insurance agents or brokers by the State of California;
f. Pay membership fees;
g. Agree to abide by the Articles of Incorporation and By-Laws of the Corporation.

(1.03) Associate Membership shall be composed of individuals and organizations who, upon making written application for membership, are accepted by the Board of Directors, pay membership fees and agree to abide by all applicable Articles of Incorporation and By-Laws of the Corporation.

(1.04) Any member of a local association which maintains a coextensive membership with the Insurance Brokers and Agents of the West is eligible for membership provided he meets all other requirements.

(1.05) Each member shall have the right to inspect and copy Association records, including, but not limited to, membership roster, accounting records and minutes of meeting. Prior to such inspection, member requesting inspection must state in writing to the Board of Directors the nature and justification for such request. The Board of Directors may deny inspection of records if the purpose of the member's request is not reasonably related to his interest as a member.

(1.06) In all events, the Board of Directors of this Association shall have the authority for accepting or rejecting applications for membership in this Association. Rejected applicants shall be notified in writing of Board of Directors' action stating:

(1) specific reasons for denial of membership,
(2) opportunity for appeal to Board of Directors at its next regularly scheduled meeting, and
(3) if desired by the applicant, appeal to full membership at the next regular scheduled membership meeting.

The membership present shall affirm or reverse Board of Directors' action by majority vote.

(1.07) In the event that an active member of this Association dies, transfers his business to another by sale, or retires, his successor to his business by inheritance, devise or purchase, may make application to this Association for transfer of membership from the deceased, selling or retiring member. The Association shall have authority to refuse to transfer any membership in this Association.

(1.08) Any member violating any of the provision of the Articles of Incorporation or the By-Laws of this Association shall be subject to the penalties provided for in these By-Laws or any rules and regulations of this Association.

B. MEMBERSHIP FEES AND ASSESSMENTS

(1.09) Annual membership dues for each class of membership shall be fixed from time to time by the Board of Directors.

(1.10) Dues for active members in this Association may be included with the dues for membership in the Insurance Brokers and Agents of the West (IBA-West).

(1.11) In the event that the regular revenues of this Association prove insufficient to meet the needs of this association, the deficit may be assessed by the Board of Directors against the members, either prorated in equal sums or in graduated amounts. The method of calculation shall be designated at the time the assessment is levied by the Board of Directors. A member may avoid assessment by resignation from this Association on declaration of such announced assessment.

C. VOTING RIGHTS

(1.12) Each active member shall have one vote for the election of Officers and any other matter which requires the vote of the members of the Corporation. Associate members shall have no vote. There shall be no voting by proxy. For the purpose of voting, active member shall mean the member organization.

D. DISSOLUTION

(1.13) Members shall have no identifiable property rights in the assets of the Corporation. In the event of a voluntary or involuntary dissolution of the Corporation, by approval of the majority of the Board of Directors, and after satisfaction of all debts and liabilities, the remaining assets of the Corporation shall be distributed to one or more not-for-profit organizations engaged in activities designed to enhance and improve the insurance education in this State.

ARTICLE II

A. BOARD OF DIRECTORS

(2.01) The Board of Directors shall be comprised of an Executive Committee and not less than four (4) nor more than seven (7) Directors at Large. The Executive Committee is defined as President, Vice President, Secretary, Treasurer and Immediate Past President, which are elected officers as hereinafter set forth.

(2.02) The President, Vice President, Secretary, Treasurer and Immediate Past President shall be members of the Board of Directors by virtue of their office. The Directors shall be appointed by the President of the Corporation and they shall hold office for a term of one year until the next Annual Meeting, or until their successors are appointed.

(2.03) The Board of Directors shall serve without compensation.

(2.04) The conduct of affairs of this Corporation and the enforcement interpretation of its Articles of Incorporation and By-Laws shall be vested in the Board of Directors.

(2.05) Any vacancy in the Board of Directors may be filled by action of the Directors then in office.

(2.06) The Board of Directors shall formulate its own rules for the conduct of its business. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all of its members consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as the unanimous vote of such Directors.

(2.07) A quorum of the Board of Directors shall consist of a majority. The majority vote of a quorum shall be considered as binding in this Corporation.

(2.08) The Board of Directors may consider and mediate disputes submitted to it involving members.

(2.09) The Board of Directors is authorized to enforce compliance with the provision of the Articles of Incorporation and By-Laws of this Corporation and may suspend or expel a member thereof upon a two-thirds (2/3) vote of its members after a thirty (30) day notice has been given to the member of the charges against him, and an opportunity is afforded to be heard at least ten (10) days prior to suspension or expulsion from membership. Upon request of the member, a right of appeal to the membership shall be granted at the next meeting of the membership prior to the imposition of a penalty.

ARTICLE III

A. OFFICERS

(3.01) The officers of this Corporation shall consist of a President, Vice President, Secretary, Treasurer, and Immediate Past President, all of whom shall be active members and shall be elected at the annual meeting of the membership and shall hold office for one year, commencing September 1st, or until their successors are elected and qualified. They shall serve without compensation.

B. PRESIDENT AND VICE PRESIDENT

(3.02) The President shall be the Executive officer and shall preside at all meetings of the Corporation. He shall be a member of all committees of the Board, except the Nominating Committee, with the right to vote only in case of a tie. In his absence, his duties shall devolve upon the Vice President.

C. SECRETARY

(3.03) The Secretary shall keep a correct record of the proceedings of the Association and the Board of Directors. This office may be combined with that of the Treasurer at the election of the Board of Directors.

D. TREASURER

(3.04) The Treasurer shall keep a correct and accurate financial record of the Association and of the Board of Directors. This office may be combined with that of the Secretary at the election of the Board of Directors.

ARTICLE IV

A. COMMITTEES

(4.01) Sixty days before the annual meeting, the President of the Association shall appoint a nominating committee of three (3) active members, one of which is a past president of this Association. They shall select and submit for nomination a list of names for officers to be voted upon at the annual meeting. Nothing in this section shall be construed as preventing other nominations being made at the meeting.

(4.02) Other committees may be appointed by the President of this Association in such manner as may be determined by the Board of Directors.

ARTICLE V

MEETINGS

(5.01) The annual meeting of this Association shall be held yearly during the month of June, and the place of said meeting to be designated by the Board of Directors. The active membership of the Association shall be notified in writing of the time and place of such meeting at least thirty (30) days in advance. Nominations shall be included in the notice of annual meeting.

(5.02) At each annual meeting, officers shall be elected for the ensuing year.

(5.03) Special meetings may be called by the President or upon request of any active member and the approval of a majority of the Board of Directors.

(5.04) Notice of any special meeting shall be addressed and mailed to each active member at his last address as shown by the records of the Association not later than six (6) days prior to such meeting, Sundays and holidays excluded. Such notice must state the purpose of the meeting and at such meeting, no business other than that stated in the call shall be transacted except by a vote of three-fourths (3/4) of the active members present.

(5.05) The presence in person of ten percent (10%) of the active members of any meeting of members shall constitute a quorum for the transaction of business.

(5.06) Roberts' Rules of Order shall govern the transactions of business at all meetings of the Association.

ARTICLE VI

INDEMNIFICATION

(6.01) Officers, Directors, members of any duly constituted committee, officially appointed volunteers and employees of the Corporation shall be indemnified by the Corporation for any personal liability arising out of or in connection with his duties as such. The Corporation shall defend any claim of action at law which may be asserted against an Officer, Director, committee member, officially appointed volunteer or employee, whether as an individual or otherwise arising out of or in connection with his duties as such. No indemnity shall be provided in any case in which such Officer, Director, committee member, officially appointed volunteer or employee shall have been adjudged to have breached any duty to the corporation, or to a claim or action arising out of the operations of a motor vehicle.

(6.02) No indebtedness, other than necessary expense and office supplies, shall be incurred by an officer except by the vote of the Board of Directors.

ARTICLE VII

ADOPTION, AMENDMENT, AND
REPEAL OF By-Laws LAWS

(7.01) New By-Laws may be adopted, or these By-Laws may be amended or repealed, by the written consent of the majority of the active members of the Corporation or by a majority vote of a quorum at a meeting of members duly called for that purpose.

(7.02) By-Laws, including amendments, shall be binding on all members.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

(8.01) The use of the masculine pronouns in these By-Laws shall be construed as including the feminine.

We, the undersigned, are Officers and Directors of the Independent Insurance Agents Association of Contra Costa County, a California Corporation, and we consent to, and hereby do adopt the foregoing By-Laws.

Updated October 6, 2003