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While most of the changes clean up the language, there are also some content changes. All changes are marked with track-changes.

BYLAWS

INSURANCE BROKERS ASSOCIATION OF ALBERTA

INDEX

I
II
III
IV
V
VI
VII
VIII
XIV
X
XI
XII / Independent Broker
Membership
Officers and Directors
Management
Meetings
Finances
Indemnification
Superiority
Rules of Order
Amendments to Bylaws
Dissolution or Winding Up
Seal / 1
6
9
14
16
18
19
20
21
21
21
21

Bylaws of Insurance Brokers Association of Alberta (IBAA)1

BYLAWS

INSURANCE BROKERS ASSOCIATION OF ALBERTA (IBAA)

I—INDEPENDENT BROKER

1.1DEFINITIONS

ForthepurposeoftheBylaws, all of the attributes following a term will define that term.

  • Brokerage

•Has the capacitytorepresentoneormoreinsurer;

•Findsappropriatemarketandinsuranceproductsforclients;

•Managestheplacementofbusiness;

•Providesinsurancecounseling;

•Providesclaimsadvice;

•Istheintermediarybetweeninsurerandclient;

•HoldsavalidandsubsistingCertificateofAuthorityundertheAlbertaInsurance Act.

  • OwnershipofBook of Business

•RemainswiththeBrokerage;

•Controlstheplacementofbook;

•Has the abilitytorepresentmorethanonemarket.

  • BrokerageDistributionSystem

•Defines the intermediariesforinsuranceproducts.(The insureristhewholesaler.)

  • Independent

•Has freedomofchoice—todobusinesswithanyinsurer;

•Setsits ownbusinessstandard;

•Controlsday-to-daybusinessactivity;

•Canchoosebusinessproducts(e.g.,specialty,nichemarketing).

  • Financing/Investment in a Brokerage

•Isacceptablebyaninsurer,a groupofinsurers, ora financialinstitutionaslongasitisnotcontrolling.

  • Controlling

•Directsthemindandwillofthecorporation;

•Has arbitrarycontrol;

•Establishesbusinessdirection;

•Managesplacementofbusiness;

•Exercisesday-to-daycontroloftheBrokerage.

  • DirectWriterInsurer

•Is a company thatprimarilydistributesinsurancethroughitsownemployeeagents.

  • DirectWriterAgent

•Exclusively represents a Direct Writer Insurer;

•Hasnoownershiporcontroloverplacementofbook;

•Is prohibitedfromrepresentingmorethanoneinsurer;

•Maybea privatelyownedbusinessoraninsurer-ownedbusiness;

•Works with an insurer that maintains the right to purchase the Book of Business.

  • FinancialInstitution

•Is chartered to be a deposit-taking and/or a money-lending institution and includes any owned or controlled insurance subsidiary.

1.2MEMBERSHIP

a)A Brokerage may be a member of IBAA. In order to be accepted as a Member Brokerage, the Brokerage must be able to satisfy the definition criteria for Brokerage, Ownership of Book of Business, Independent, Financing/Investment in a Brokerage, and Controlling.

b)EachBrokeragemustabidebytheCodeofEthics,acopyofwhichwillbeprovided witheachnewMembershipandMembershiprenewal.

1.3PROHIBITION TO MEMBERSHIP

FinancialInstitutionsareprohibitedfrommembershipinIBAA.

1.4AFFILIATE MEMBERSHIP—NON-BROKERAGE

a)TobeeligibleasanAffiliateMember—Non Brokerage,thebusinessdoesnot meetthe definitionofa Brokerage assetoutintheseBylaws,butitssourceofincomemustbederivedfrom theinsuranceindustry.

b)An AffiliateMemberwillhave the following privileges/restrictions:

•Novotingrights;

•EducationservicesorprogramsatMemberrates;

•Eligibility to participateatIBAA LocalCouncilsbutnot to holdanelectedoffice;

•Access to an Affiliate MemberAdvisoryCommittee,whichreportstothePresident;

•Subscription toreceiveAlbertaBrokermagazine and IBAAadvisoriesandrelevant newsletters (i.e., excluding material exclusively promoting BIP usage);

•Restriction from useoftheBipperformatorlogo.

1.5OTHER AFFILIATE AND ASSOCIATE MEMBERSHIPS

1.5.1 AFFILIATE BROKERAGE MEMBERSHIP—Northwest Territories, Yukon Territory, and Nunavut Territory

a)AffiliateBrokerageMember—NorthwestTerritories,YukonTerritory,andNunavut Territory will have the following privileges/restrictions:

•To be accepted as a Member Brokerage, the Brokerage must be able to satisfy the definition criteria for Brokerage, Ownership of Book of Business, Independent, Financing/Investment in a Brokerage, and Controlling;

•Membership will include the Brokerage Member—Designated Representative, Brokerage Branch Member, and its licensed Brokers;

•These Affiliate Brokerage Members will receive educationservicesorprogramsatMemberrates;

•These Affiliate Brokerage Members will be eligible to participateatIBAA LocalCouncilsbutnot toholdanelectedoffice;

•AffiliateBrokerageMember—NorthwestTerritories, YukonTerritory,and NunavutTerritory—willhavenovotingrights.

•Affiliate Brokerage Member—Northwest Territories, Yukon Territory, and Nunavut Territory will have access to use of the Bipper format and logo.

1.5.2 AssociateBrokerMember—ProfessionalDesignation

•Apersonwhohasqualified fortheInsurance Brokers Association of Canada (IBAC)designationofCAIB, CPIB,orCCIBandwhoholdsa currentCertificate ofAuthoritytotransactbusiness inAlbertaasapartner,officer,or employeeofaBrokeragethatisnotamemberoftheAssociationmay apply for and hold Associate Broker Member—Professional Designation—status, allowing that individual to continue to use the IBAC designation;

•An Associate Broker Member—Professional Designation—willhaveno votingrights;

1.6 IBAA LOCAL COUNCILS

IBAA LocalCouncilsarefreetoorganizeandcarryouttheirownestablishedmandatewithintheaims andobjectivesofIBAA.

•IBAA Local Councils canmeetasoftenastheydeemnecessary,withouthavinganyminimum numberofmeetings specified;

•MembershipinIBAA LocalCouncilsisrestrictedtoBrokeragesorBrokersthat are Members or Affiliate MembersofIBAA;

•IBAA Local Council functionswillbeopentoIBAA membersandtheirnon-memberguests;

•TheIBAA BoardofDirectors willapproveallIBAA Local Council operatingpolicies;

•IBAA Local Councils may appoint a Broker who is eligible for membership in the Professional Young Insurance Brokers Standing Committee to be their representative to the Professional Young Insurance Brokers Standing Committee for a one (1)-year term;

•TheappointedrepresentativetotheProfessionalYoungInsuranceBrokersStandingCommittee willalsoholdapositiononthe IBAALocalCouncilexecutive;

•NotificationofwhohasbeenappointedtotheProfessionalYoungInsuranceBrokersStanding CommitteemustbesubmittedtoIBAA’sChairoftheNominatingCommittee, in writing,forty-five (45)daysinadvanceoftheIBAA AnnualGeneralMeeting;

•Any IBAA Local Council that does not appoint a representative to the Professional Young Insurance Brokers Standing Committee may appoint a representative to be a Professional Young Insurance Brokers Standing Committee liaison with the IBAA Local Council;

•Each IBAA Local Council may have a representative on the IBAA Board of Directors. In order to have such representation, IBAA Local Councils must do the following:

  • HoldameetingoftheIBAA LocalCouncilmemberstodulyelectarepresentative;
  • Notify the Chair of the IBAA Nominating Committee, in writing (by electronic, fax, or postal communication), forty-five (45) days prior to the IBAA Annual General Meeting, who the IBAA Local Council elected representative will be on the IBAA Board of Directors. In addition, the IBAA Local Council must submit to the Chair of the IBAA Nominating Committee an electronic copy of the minutes of the meeting in which the representative was duly elected.
  • Any IBAA Local Council that does not submit a representative to the Chair of the IBAA Nominating Committee forty-five (45) days prior to the IBAA Annual General Meeting may not be allowed to have a representative on the Board of Directors for the next term.

II—MEMBERSHIP

1

2

2.1TERM

a)FiscalYear

IBAA’sFiscalYear shall befrom thefirst(1st)dayofJuly ineach year to thelastday(30th) ofJuneinthefollowingyear.

b)MembershipYear

TheMembershipYearshallbeconcurrentwithIBAA’s FiscalYear.

2.2APPLICATION

Applications for Membership; Affiliate Membership—Non-Brokerage;Affiliate Brokerage Membership—Northwest Territories, Yukon Territory and Nunavut Territory;and Associate Broker Membership—Professional Designation shall be made in writing to the Chief Executive Officer on an approved form.

2.3MEMBERSHIP

a)MembershipinIBAAshallconsistof the following categories:

•Brokerages;

•Brokeragebranchoffices;

•Brokeragelicensedemployees;

•Affiliate Member—Non-Brokerage;

•AffiliateMember—Non-Brokerageemployees;

•Affiliate Brokerage Member—Northwest Territories, Yukon Territory, and Nunavut Territory;

•AffiliateBrokerageMember—NorthwestTerritories,Yukon Territory, NunavutTerritoryemployees;

•AssociateBrokerMember—ProfessionalDesignation.

b)BrokerageMembersshall include the following categories:

1)BrokerageMemberRepresentative

Apersonwhois employed by a Brokerage Memberand whoisdesignatedasIBAA’s officialrepresentative (main contact) ofthe BrokerageMember.

2)BrokerageBranchMember Representative

A person who is employed by a Brokerage Member and who is designated for IBAA as the official representative of a branch office and/or service office that is separate and apart by location from the office of the Brokerage Member.

3)BrokerMember

  • ApersonwhoholdsacurrentCertificateofAuthoritytotransactbusinessinAlbertaas apartner,officer,oremployeeofaBrokerageMember;
  • A person employed by a Brokerage Member who acts on behalf of the insurance portion of the Brokerage Member’s business activities regardless of the presence of a valid Certificate of Authority for said person. This Broker Member type does not have voting status.

2.4LIFETIME MEMBER

TheBoardofDirectors may,atan IBAAAnnualGeneralMeeting, conferLifetime Membership onanyMember.SuchMembershipdoesnotinanyway forgivethatMemberfrompayingannualdues,assessments,ormeetingregistrations. Those who are Brokerage Members as defined in Section 2.3.b will have voting privileges;

•Past IBAA Presidents shall automatically become Lifetime Members.

2.5HONORARY MEMBER

The Board of Directors may, at an IBAA Annual General Meeting, confer Honorary Membership without Voting Privileges on any individual for such a term as in its sole discretion it may deem advisable. An Honorary Membership does not entitle, permit, suffer, or allow the individual so honoured to vote at or attend member sections of any IBAA Annual General or Special Meeting or any other such meeting of IBAA.

2.6MEMBERSHIP—GENERAL

a)Qualifications

All Members shall be required to meet such standards as may be approved by IBAA.

b)Disqualification

A Member may be expelled or suspended by a two-thirds (⅔) vote of the IBAA Board of Directors, subject to confirmation by a two-thirds (⅔) vote of the Members at any IBAA Annual General or Special Meeting. An expelled or suspended Member may appeal to a subsequent IBAA Annual General or Special Meeting.

c)Resignation

AnyMembermayresignfromMembership bywrittennoticetotheChiefExecutive Officer,butsuchresignation shallnotreleasetheMemberfromobligations of Membershipforat leastthirty(30)daysfromthedateoftheresignation.

d)Withdrawal

Non-paymentoffeesby the end ofthe third(3rd)monthofthe MembershipYearshall beinterpretedaswithdrawalfromMembership.

e)General

Noperson,uponceasing tobeaMember foranyreason,shallbeentitled to participateintheassetsofIBAA.

f)Voting

1)At any IBAA Annual General or Special Meeting, Brokerages and Broker Members in good standing and who hold a current Certificate of Authority to sell insurance in Alberta if present shall be entitled to participate and cast one (1) vote each. Voting by proxy will not be permitted;

2)Voting by those Members present and in good standing may be by a show of hands or by ballot if so requested by five (5) or more Members in attendance. In the event that an election of Officers or Directors is required, the vote shall be by secret ballot of those Members present and in good standing;

3)The candidate must win by a majority (defined as more than half) and where there are more than two (2) candidates additional ballots must be taken until a winner is declared.

4)If in the case of three (3) or more candidates for one position, no candidate receives a majority on the first ballot, a second vote will be taken between the two candidates receiving the most votes, and the winner of the subsequent ballot will then be declared the winner.

2)5)Incaseofatievote,theChairshallbepermittedtocastavote.

III—OFFICERS AND DIRECTORS

a)IBAA Officers shall consist of the President, the President Elect, the Vice President, the Past President, and the Chief Executive Officer. These Officers report to the IBAA Board of Directors.

b)IBAA Officers shall not consist of more than one representative from any Brokerage.

a)c)IBAA Officers and Directors combined shall not consist of more than four (4) representatives from any Brokerage.

b)d)IBAA Officers and Directors shall be allowed expenses pertaining to IBAA activities as are from time to time required.

c)e)IBAA Officersshallbeallowedanhonorariumorhonorariumsasmayfromtimetotimebesetat theIBAA AnnualGeneralMeeting.

d)f)IBAA BoardofDirectors

The IBAA Board of Directors will consist of five (5) elected IBAA Directors at Large, the duly elected IBAA Local Council representatives, and the IBAA Executive Officers, being the IBAA Past President, President, President Elect, Vice President, and Chief Executive Officer.

1)Terms of Office and Elections

  1. The term of office for the IBAA President, President Elect, Vice President, and Past President is one (1) year and concurrent with the IBAA Annual General Meeting or Special Meeting called for the purpose of an election. These Officers shall be elected at the IBAA Annual General Meeting or Special Meeting called for the purpose of an election;
  2. The Vice President may not hold office for more than two (2) consecutive years;
  3. The term of office for IBAA Directors at Large is two (2)-years and starts and ends during one of the IBAA Annual General Meetings or an IBAA Special Meeting called for the purpose of an election. Directors at Large shall not be elected to hold office as Directors at Large for more than two (2) consecutive two (2)-year terms, or four (4) consecutive years. The Directors at Large shall be elected at the IBAA Annual General Meeting or an IBAA Special Meeting called for the purpose of an election;
  4. The term of office forIBAA Local Council representatives to the Board is one (1)-year and is concurrent with the IBAA Annual General Meeting or an IBAA Special Meeting called for the purpose of an election. IBAA Local Council representatives shall be elected at a Special Meeting called by the IBAA Local Council for the purpose of election and shall be inducted at the IBAA Annual General Meeting or an IBAA Special Meeting called for the purpose of an election. The elected Local Council representatives shall not be elected to hold office as Local Council representatives to the Board for more than four (4) consecutive one (1)-year terms;;

(f)DutiesoftheIBAA BoardofDirectorsandOfficers

1)DutiesoftheIBAA Directors

•

•

•Directors shallperformsuchdutiesasmaybedirectedbytheIBAA PresidentortheIBAA BoardofDirectors;

•Directors shall set IBAA policies and oversee the Bylaws;

•Directors shall create the IBAA Business Plan and ensure that the Executive Committee, Ad-Hoc Committees, and the office fulfill their duties and responsibilities;

•Directors shall createtheIBAA StrategicPlanandmeasurethesuccessannually;

•Directors shall approve the IBAA Operating Budget for presentation at the IBAA Annual General Meeting;

•Directors shall approve the IBAA Audited Financial Statements for presentation at the IBAA Annual General Meeting;

•Directors shall create Ad-Hoc committees, as required, to pursue IBAA’s objectives;

•Any three (3) members of the Board of Directors can call a Special Meeting of the IBAA Membership or Board of Directors;

•The Board of Directors may appoint a replacement Director when a Director is unable to finish his/her term. Such replacement shall be appointed until the next election;

•TheBoardofDirectorsmayremoveamemberoftheBoardofDirectors byamajority vote from the Board of Directors of fifty (50) percentplusone (1).

2)Duties of the IBAA Officers

  1. PastPresident

•WillbeChairoftheBoard;

•Will not, as Chairof theBoard, beentitledto voteunlessit is to breakatievote;

•WillbeChairoftheNominatingCommittee;

•Will, with other Executive Officers, appoint IBAA’s Chief Executive Officer;

•WillbethevotingdelegateontheInsurance Brokers Association of Canada’s BoardofDirectors.

  1. President

•MusthavecompletedthetermofPresidentElectorhaveserved one(1) termontheBoardofDirectors;

•Will overseeallofIBAA’s affairs;

•MayappointsuchcommitteesasdeemednecessarytopursueIBAA’s objectives;

•Will be an ex-officio of all IBAA Standing and Ad-Hoc committees;

•Will be the Chair for the IBAA Annual General or Special Meetings;

•WillappointaDirectororExecutiveOfficertobealiaison foran IBAALocalCouncil;

•Will performsuchdutiesasdirectedbytheIBAA BoardofDirectors;

•WillbetheprimaryspokespersonforIBAA;

•Will, with other Executive Officers, appoint IBAA’s Chief Executive Officer;

•WillconductallperformancereviewsoftheIBAA ChiefExecutiveOfficer onbehalfoftheIBAA ExecutiveOfficersandDirectors;

•Will, when the IBAA Past President is unable to complete his/her term, assume the duties of the Past President and be acting Past President until the next election at either the IBAA Annual General Meeting or an IBAA Special Meeting called for the purpose of an election.

  1. PresidentElect

•MusthaveservedontheBoardofDirectorsforatleastone (1)termto beeligibletostandforelectionasPresidentElect;

•Will be elected at an IBAA Annual General Meeting or an IBAA Special Meeting called for the purpose of an election;

•Will automatically become the IBAA President at the following IBAA Annual General Meeting or IBAA Special Meeting called for the purpose of an election;

• Will assume the duties of the IBAA President of the Board in his/her absence;

•Will, whentheIBAA Presidentisunabletocompletehis/herterm,assume the duties of the President and be Acting President until the next election at either the IBAA Annual General Meeting or an IBAA Special Meeting called for the purpose of an election.

•

•Will, withotherExecutiveOfficers,appointIBAA’s ChiefExecutiveOfficer;Will perform suchdutiesasmaybedirectedbytheIBAA PresidentorBoardofDirectors;

•Will prepare the IBAA annualBudgetwiththePresident;

•Will overseetheoperationofIBAA’s BudgetwiththePresident;

•Will present IBAA’sannual Budget for approval at the IBAA Annual General Meeting;

•Will report on IBAA’s annual Audited Statement for acceptance at the IBAA Annual General Meeting;

•Will be the representative on the National Broker Identity Program Committee.

•WillactastheofficeliaisonfortheIBAA annualconvention;

  1. VicePresident

•Must have served on the IBAA Board of Directors for at least one (1) term to be eligible to stand for election as Vice President;

•Will be elected at an IBAA Annual General Meeting or an IBAA Special Meeting called for the purpose of an election;

•Will assumethedutiesoftheIBAA PresidentElectinhis/herabsence;

•Will, when the IBAA President Elect is unable to complete his/her term, assume the duties of the IBAA President Elect and be acting President Elect until the next election at either the IBAA Annual General Meeting or an IBAA Special Meeting called for the purpose of an election. The acting President Elect will not assume the position of IBAA President at the next election;

•Will, withotherExecutiveOfficers,appoint IBAA’sChiefExecutiveOfficer;

•WillactastheofficeliaisonfortheIBAA annualconvention;

•Will perform such duties as may be directed by the President or the Board of Directors.

•Will be the liaison for PYIB and IBAA Board of Directors

  1. Chief Executive Officer

IBAA will employ a Chief Executive Officer whose remuneration will be set by the IBAA Executive Committee.

•Will attend and ensure minutesof IBAA Annual General Meetings,IBAA SpecialMeetings, and meetingsoftheIBAA Boardof DirectorsandExecutiveCommittee are taken;

•Will, as an IBAA employee, carry out duties and responsibilities as set out by the IBAA Officers;

•Will reporttotheIBAA President;

•Will manageIBAA’sbusinessaffairs;

•Will managethebusinessaffairsoftheIBAA officeandofficestaff;

•Will be, in concert with the IBAA President, a spokesperson for IBAA.

IV—MANAGEMENT

a)IBAA ExecutiveCommittee

•Consists of the IBAA Past President, President, President Elect, Vice President, and ChiefExecutiveOfficerin anadvisorycapacity;

•IsresponsiblefortheimplementationoftheIBAA BusinessPlanandthe IBAA Strategic PlanwithIBAA’sstaff;

•OverseestheoperationoftheIBAA office;

•ReviewstheongoingoperationofIBAA’sBudget.

b)IBAA AdvisoryBoard

•Consists of all individuals who have held the office of IBAA President;

•Assists the IBAA Board of Directors on matters in which prior IBAA experience is desirable;

•May select one of its own members to represent the Advisory Board in a non-voting capacity at meetings with the IBAA Board of Directors.

c)IBAA NominatingCommittee

•Consists of the Past President who will be the Chair, a Director (appointed by the IBAA Board of Directors), a Member at Large (appointed by the Past President and the Nominating Committee Director), and the Chief Executive Officer who will act as an advisor to the committee;

•Will be structured at the first IBAA Board of Directors meeting of the new calendar year.

•Will call for nominations ninety (90) days in advance of the IBAA Annual General Meeting, giving forty-five (45) days to have nominations returned to the committee and identifying the positions open for election;

•Will abide by the following rules for the nominator and the nominee:

  • The person being nominated must provide written consent;
  • The nominee and nominator must both be Members in good standing;
  • Biographies must accompany the nominations for distribution to the Membership.

•Has the power, when any position is vacant and a nomination is not received, to find a Member to stand for the vacant position. In exceptional circumstances or to complete the succession of an Executive Officer, this Board member is permitted to have served for more than two (2) consecutive 2-year terms as an IBAA Director at Large or four (4) consecutive years as an IBAA Local Council Representative;

•Will send out the IBAA Nominating Committee report with the notice of meeting for the IBAA Annual General Meeting;