BYLAWS
OF
NATIONAL ASSOCIATION OF SUBROGATION PROFESSIONALS
ARTICLE 1
MEMBERSHIP
1.1Membership. A person shall be eligible for membership in this Corporation who,for the most part, represents, assists, and/or prosecutes subrogation and reimbursement claims on behalf of insurance carrier and self-funded entities.
1.2 Voting Members. This corporation willhave members with voting rights. Persons who wantto become members of this corporation willbecome members of this corporation by applying for such membership and by paying the annual dues in advance.
1.3Dues. The Board of Directors willhave the right to setthe dues or other payments made by the members of this corporation from time to time. The membership year for the members of this corporation willbe the same as the fiscal year of this corporation.
1.4 Honorary Members. The Board of Directors may confer honorary membership on any individual or individuals based upon such criteria, and with such voting rights, as the Board of Directors willdetermine.
1.5 Interest in Property. The members of this corporation willnot, as such, have any right, title or interest in the real or personal property of this corporation.
1.6Resignation. Any member may resign his/hermembership anytime by givingwrittennotice to the Board of Directors or to the Secretary. Such resignation will take effectuponreceipt of the notice or later time specified therein. Unless otherwise specified therein, acceptance of the resignation will not be necessary to make it effective. Any member who resigns his/her membership will not be entitled to a refund of any dues or other payments made to this corporation.
1.7 Termination. The Board of Directors may cancel any membership by giving the member not less than fifteen (15) days written notice of the proposed cancellation and the reasons for it, and with any opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the proposed cancellation, by a person authorized to decide whether the cancellation will take place.
ARTICLE 2
MEETINGS OF MEMBERS
2.1 Annual Meetings. We will hold the annual meeting of the members of this corporation for the installation of the Board of Directors, the presentation of reports on the activities and financial condition of this corporation, and the transaction of other business as may properly come before the meeting, at such time in each year as may be designated from time to time by the Board of Directors and at the place, within or without the State of Minnesota, designated from time to time by the Board of Directors.
2.2 Special Meetings. Special meetings of the members of this corporation may be called anytime by (a) a majority of the Board of Directors, or (b) upon written request of twenty percent (20%) of the members of this corporation. Anyone entitled to call a special meeting of the members may make a written request to the President to call the meeting. The Secretary will give notice of the meeting, setting forth the time, place and purpose of the meeting to be held, no later than ninety (90) days after receiving the request. If the Secretary fails to give notice of the meeting within thirty (30) days from the date the President receives the request, the person or persons who requested the meeting may fix the time and place of the meeting and give notice of it in the manner hereinafter provided. If the members demand a special meeting, the meeting will be held in the county where the registered office is. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.
2.3 Notice. Written notice of each meeting of the members, stating the time and place of it, will be mailed, postage prepaid, and/or delivered by electronic means, not less than five (5) nor more than sixty (60) days before the meeting, excluding the day of the meeting, to each member of this corporation at his or her last known address. Any member may waive notice of a meeting, before, at or after the meeting, orally, in writing, or by attendance. A defect in notice is deemed waived by a member attending at a meeting unless the member objects at the beginning of the meeting to the transaction of business because no one has lawfully called or convened the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and the member does not participate in the consideration of the item at that meeting. When any meeting of the members is adjourned to another time and place, no notice of the adjourned meeting other than by announcement at the meeting at which adjournment is taken need be transmitted to members.
2.4 Members List for Meeting. The Board of Directors will fix a date not more than sixty (60) days before the date of a meeting of the members as the date for determination of the members entitled to notice of the meeting. If the Board of Directors fails to set such a date, the date will be the sixteenth (16) day before the date of the meeting. After fixing a record date for a meeting, the Secretary will prepare a list of the names and addresses of each member entitled to vote at the meeting. Beginning two (2) business days after they give notice of the meeting, the list will be available at the principal office of this corporation for inspection and copying on written demand by any member (or the agent or attorney of any member), at the member’s expense, for the sole purpose of communication with other members concerning the meeting. They will make the list available through the date of the meeting and at the meeting.
2.5 Voting Quorum. At all meetings of the members, each member willbe entitled to cast one (1)vote on any question coming before the meeting. Members may not vote by proxy. Cumulative voting willnot be permitted. The presence of ten percent (10%) of the total membershipwill make up a quorum at any meeting. The members present and entitled to vote at any meeting, although less than a quorum may adjourn the meeting from time to time. A majority vote of the members present and entitled to vote at any meeting at which a quorum is present will be sufficient to transact any business.
2.6 Written Action. Any action taken at a meeting of the members may be taken without a meeting by written action signed by all members entitled to vote on that action.
2.7 Written Ballot. An action taken at a regular or special meeting may be taken by written ballot without a meeting according tothe procedure set forth in Minnesota Statutes, Section 317A.447.
ARTICLE 3
BOARD OF DIRECTORS
3.1 Authority. The Board of Directors of the corporation willdirect and manage the business and affairs of the corporation, and willappoint all officers of the corporation. Besidesthe powers conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all powers of the corporation and do all lawful acts not prohibited by the Articles of Incorporation, these Bylaws, or any applicable state or federal laws.
3.2 Number and Method of Election. The Board of Directors will consist of no more than seventeen (17) voting directors and no less than eleven (11) voting directors. The Nominating Committee is empowered to call for nominations, solicit a pool of nominees and from that pool select the next Board of Directors, subject to the ratification of the Board of Directors.
Guidelines and Rules for Selection of Board of Director Members. The Nominating Committee shall endeavor to appoint Board members thatare best suited to be in a position to assist the Corporation reach its members and achieve its goals. The composition of the Corporation board should reflect and represent its actual membership. The Corporations' directors shall be selected on their individual merits such as service to the Corporation, expertise, talents, and other pertinent factors.
Any member of the Board of Directors must be a member of the Corporation in good standing during their term on the Board and shall carry out their role in accordance with the Policies and Procedures of NASP. Any director of the Corporation must actively engage in the practice of subrogation whether they are acting as an insurance claim professional, attorney, expert or service provider. Should any Board member during their term, no longer be actively engaged, they shallimmediately provide notice to the NASP President and Executive Director. Upon notification, the President or Executive Director shall bring the matter to the entire Board. Based upon a majority vote, the Board of Directors may determine the appropriate course of action. Depending upon the timing involved in each individual circumstance, the Board member may be asked to resign or be allowed to conclude their term.
The Nominating Committee shall attempt to avoid the appearance that the Board of Directors is controlled or unduly influenced by any one insurance company, law firm, service provider or other entity. If a potential candidate for director is employed by the same insurance company, law firm, service provider or other entity as a current voting Director, then the Nominating Committee must provide explanation to the Board of Directors as to its reason for such an appointment and factors which recommend this candidate over other applicants. The Board of Directors must approve this candidate by a majority vote of the present directors.
Should any two voting Directors during their term, become employed by the same insurance company, law firm, service provider or other entity, they shallimmediately provide notice to the NASP President and Executive Director. Upon notification, the President or Executive Director shall bring the matter to the entire Board. Based upon a majority vote, the Board of Directors may determine the appropriate course of action. Depending upon the timing involved in each individual circumstance, the Board member may be asked to resign or be allowed to conclude their term.
3.3 Nominating Committee. The President will appoint and the Board will confirm four (4)members of the Board or prior Board members to serve as a nominating committee. The Executive Director and Founder of the corporation will be ex-officio members of the nominating committee and have no voting rights.
The President and Vice President/President-Elect shall serve as two of the four members appointed to the nominating committee. In the first year of the President’s two-year term, the President shall serve as Chair. In the second year of the President’s two-year term, the Vice President/President-Elect shall serve as Chair. The President or Vice President/President-Elect shall serve on the nominating committee even if their board term is up for reelection, but if their board term is up for reelection, then they shall be a non-voting ex officio member. No other member of the Board can serve on the nominating committee if their term will expire at the next annual meeting. The President will appoint the nominating committee six (6) months before the annual meeting.
The duties of the nominating committee will include, but not be limited to, calling for nominations, seeking out possible candidates to fill Board positions, determining the desirable balance of expertise and composition of the Board members, and aiding in attracting such qualified candidates to the board. Further, the committee may review the qualifications for potential members of the Board.
Once the nominating committee has selected candidates to be appointed to the Board, any such candidate shall first be presented to the executive committee for consideration.
If the executive committee approves the candidate’s nomination, the nominating committee shall move forward with the process and ratify nominations as per current procedure.
If, upon review by the executive committee, it is determined that a potential appointee may not be a suitable candidate, that candidate’s name shall be submitted to the Board of Directors for discussion.
If the Board discussion results in the approval of the candidate, the nominating committee shall move forward with the appointment process. In the event a decision is made to not move forward with the candidate’s nomination, the nominating committee shall reconvene to select another candidate and the process will begin again.
After the nominating process has concluded, the notification process will occur so that any existing Board member not re-nominated, will be notified by the nominating committee via mail in advance of the yearly August Board of Directors meeting. Newly elected Board members will be notified of their election after the yearly August Board of Directors meeting.
The nominating committee will abide by the set of guidelines and rules for the election of directors as prescribed herein. The full Board will approve and adopt any proposed changes to the guidelines and rules promulgated by the nominating committee. The guidelines and rules may be changed and/or amended by a vote of the board.
3.4 Term. Each director will be elected to serve a two (2) year term. Each year approximately half (1/2) of the members of the Board of Directors shall stand for election. No director may serve more than three (3) terms in succession unless they are ratified as Vice President, President Elect and then President of the association. A director confirmed to serve in any of these three roles shall continue as a voting member during such service.
3.5 Vacancies. The affirmative vote of a majority of the remaining directors may fill vacancies on the Board resulting from the death, resignation or removal of a director. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of directors serving at the time of such increase. Each director elected to fill a vacancy under this section holds office until the term expires. Such services shall not count toward the total number of eligible years of service of a director as outlined in Article 3.4.
3.6 Removal of Director. Any director or directors may be removed from office with or without cause, anytime, by an affirmative vote of a majority of the remaining directors, if the remaining directors voting in favor of such removal consider it in the best interests of the corporation.
3.7 Ex Officio Directors. The Immediate Past President will serve as anex officio member of the Board of Directors with no voting rights for one year. If the Immediate Past President’s regular term as director has not expired upon becoming the Immediate Past President, then the Immediate Past President shall continue to serve as a full voting member of the board until his or her term expires. The Immediate Past President will serve in an advisory capacity. In recognition for his unique role in the creation of NASP and for its continued success, Jeff Baill shall be designated as the Founder of NASP and will serve as an ex officio member of the Board of Directors in an advisory capacity with no voting rights until he resigns as an ex officio member or is removed by a vote of the Board of Directors.
3.8 Quorum of Directors. A majority of the directors, then in office, will constitute a quorum for the transaction of business at any Board of Directors meeting.
ARTICLE 4
MEETING OF DIRECTORS
4.1 Annual and Regular Meetings. The Board of Directors willhold an annual meeting and other regular meetings at such time and place as the Board of Directors willdetermine. At each annual meeting, the Board of Directors willelect officers and conduct such business as may properly come before it. Annually the Board of Directors willreview a report on the activities and the financial condition of the corporation.
4.2 Special Meetings. Special meetings of the Board of Directors may be called by: (a) the President, or (b)at least one third of the members of the Board of Directors. The persons entitled to call a special meeting of the Board of Directors shall make a written request to the Secretary to call the meeting. The Secretary or person designated by the Secretary willgive written notice of the meeting in the manner provided below, and the meeting willbe held within a reasonable period of time. If the Secretary or person designated by the Secretary fail to give notice of the meeting within a reasonable period of time after the request was made, the persons who requested the meeting may fix the time and place of meeting, and give notice of it.
4.3 Notice and Waiver of Notice. Written notice of each annual, regular and special meeting of the Board of Directors willstate the time, place and purpose of the meeting. Notice may be given by regular mail, email, telephone, facsimile, or in person, within a reasonable period of time before the meetingto each director at his or her address according to the last available corporate records. If the Board adoptsa meeting schedule, or if they have announced the date and time of a Board meeting at a previous meeting, no notice is required. A director may waive notice of a meeting of the Board. A waiverof notice by a director is effective, whether given before, at or after the meeting and whether given in writing, orally or by attendance. The attendance of a director at any meeting isa waiver of notice of themeeting unless such director objects at the beginning of the meeting to the transaction of business because no one has lawfully called or convened the meeting and does not participate after that in the meeting.