Bylaws

Article I - Name and Definition

Section 1 - Name. The name of this Association is AMERICAN ASSOCIATION OF MANAGING GENERAL AGENTS, hereinafter called “Association.”

It is the AAMGA’s intention to comply fully with the Antitrust laws.

Section 2 - Definition. A Managing General Agent is defined as a properly licensed individual, partnership or corporation holding a specific contractual authority to perform supervisory underwriting and/or managerial functions on behalf of insurers in a designated geographical area and whose principle source of premium volume derives from retail sub-producers not owned by the managing general agent.

Article II - Objectives

This Association does not contemplate pecuniary gain or profit or the distribution of gains, profits, or dividends to any class of its members, and is formed for the following purposes.

1. To advance managing general agencies as an economically efficient means of insurance distribution;
2. To encourage the professional development of its members through comprehensive programs and services;
3. To establish and maintain liaisons with other segments of the insurance industry;
4. To develop and provide factual support for the concept that a managing general agent can efficiently provide the managerial function for insurers;
5. To establish a better understanding among retail producers of the managing general agents capability of providing markets and services necessary to meet the needs of their customers;
6. To promote the advantages of the MGA representation to insurers;
7. To provide mechanisms through which MGAs and insurers can establish contact for their mutual benefit;
8. To foster communications between members by providing for the interchange of information, the discussion and solution of mutual problems;
9. To communicate and cooperate with other segments of the insurance industry for the promotion and support of improvements in the business of insurance;
10. To support and enhance the independent agency system;
11. To develop and promote a broad spectrum of continuing educational services for all members;
12. To support the AAMGA University and the AAMGA Education Foundation;
13. To monitor, evaluate, and, where applicable, develop and advocate positions on insurance regulation, legislation and legal challenges affecting the Association and its membership.

Article III - Membership

Section 1 - Managing General Agent Eligibility and Approval

Any Managing General Agent (hereinafter referred to as an “MGA”), is eligible to become an MGA member of this Association by meeting ALL of the following requirements:

1. The applicant shall have been primarily engaged as an MGA for at least one (1) year preceding application.
2. As of the date of approval to membership, the applicant MGA must have and represent, pursuant to written binding authority agreement, two (2) or more independently (not owned by the same group) operated insurers for at least one (1) year; provided, however, that:
   
   1. no such insurer owns more than ten (10) percent such interest in the MGA; and
   2. the MGA owns no more than ten (10) percent interest in any such insurer
3. Represent those companies described in subparagraph (b) above for at least two (2) of the major lines of insurance underwritten by those companies. The major lines underwritten by those companies must consist primarily of property, casualty, marine, professional, and /or automobile insurance.
4. Have underwriting authority from those companies to bind, issue, cancel, endorse, rewrite, and renew policies, in accordance with their contractual authority.
5. Operate in the capacity of supervising, underwriting, processing, and accounting for the production of at least a premium volume of $1 million, for the twelve (12) months preceding the date of the application with at least seventy-five percent (75%) of its total premium volume derived from retail sub-producers not owned by the MGA.
6. Subscribe and agree to implement the goals and objectives of the Association as set forth in these Bylaws, as adopted by any strategic planning processes and other operational guidelines and/or Code of Ethics adopted by the Board of Directors or the membership as a whole. Such provisions may be amended from time to time.
7. Application for MGA membership.
   
   1. Application for MGA membership by an individual, sole proprietorship, partnership, corporation or limited liability company shall be made in writing on a form furnished by the Association. In order to complete the membership application process, the applicant must substantiate in writing having met all the qualifications and minimum requirements set forth in this Article.
   2. The qualifications include the submission of at least three (3) favorable letters from sponsoring MGA members of this Association in good standing in the geographical area in which the MGA operates. The letters must be from a branch manager, corporate officer or owner of the MGA member.
   3. To be approved for MGA membership, the applicant must receive the favorable vote of a majority of the Board of Directors of the Association.
   4. Once approved, the MGA Member must pay the appropriate dues owing to complete the membership process.

Section 2 – Associate and Business Services Provider Membership, Eligibility and Approval

1. Associate Membership – Any direct risk bearing entity; Lloyd’s Syndicate; London Company; Corporation of Lloyds; Lloyds broker; reinsurance/intermediary, or underwriting manager, other than retail insurance producers are eligible to apply for Associate Membership.
2. Business Services Membership – Any premium finance company, technology company, third party administration, attorney/law firm, claims service, forms companies and other product or service suppliers, other than retail insurance producers, or any MGA as defined in Article I, Section 2, is eligible to apply for Business Services Membership.
3. An Associate Member or Business Services Member shall subscribe to the purposes of the Association as set forth in the Mission Statement, and Bylaws and to the Code of Ethics adopted by the Board of Directors of the membership as a whole. Such provisions may be amended from time to time.
4. Application for Associate or Business Services Membership shall be made in writing on a form furnished by the Association.
5. An applicant must submit at least three (3) favorable letters from sponsoring MGA members of this Association in good standing.
6. To be approved for Associate Membership or Business Services Membership, the applicant must receive the favorable vote of a majority of the Board of Directors of this Association.
7. Once approved, the Associate or Business Services Member must pay the appropriate dues owing to complete the membership process.

Section 3 – Affiliated Member Eligibility and Approval

1. An Affiliated Member of the Association is an entity that is related to a current MGA member and does not qualify for membership under Article III, Section 1 or Section 2.
2. The Member shall subscribe and agree to implement the goals and objectives of the Association as set forth in these Bylaws, the Strategic Plan, Mission Statement, Code of Ethics and other operational guidelines adopted by the Board of Directors of the membership as a whole. Such provisions may be amended from time to time.
3. Application for Affiliated Membership shall be made in writing on a form furnished by the Association.
4. To be approved for Affiliated Membership, the applicant must receive the favorable vote of a majority of the Board of Directors of this Association.
5. Once approved, the Affiliated Member must pay the appropriate dues owing to complete the membership process.

Section 4 - Honorary Membership. Any retired executive of an MGA Member of the Association, any retired executive of an Associate Member of the Association, any insurance industry executive, or any insurance regulatory official may be recommended for honorary membership by the Board of Directors of the Association. The intent of this designation is to recognize those persons who have rendered distinguished service over a period of at least five (5) years as an active member of this Association, or who have contributed significantly to the growth and success of the Managing General Agency concept in particular and/or the insurance industry in general through distinguished service over a period of at least five (5) years.

1. Recommendations for the designation of Honorary Member shall be made by a sponsoring member of the Board of Directors of the Association in writing to the full Board of Directors.
2. Such recommendations shall set forth in detail the distinguished service of the nominee and may be accomplished by such testimony from active members of the Association as is appropriate.
3. To be approved for Honorary Membership, the nominee must receive the favorable vote of a majority of the Board of Directors of the Association.
4. The Honorary Member shall automatically be granted a Lifetime Membership in the Association which will entitle them to attend the Annual Meetings of the Association as a professional courtesy. They will not be entitled to the right to vote unless they are associated with an MGA Member.

Section 5 - Lifetime Membership. Past presidents shall automatically be granted a Lifetime Membership in the Association which will entitle them to attend the Annual Meetings of the Association. They will not be entitled to the right to vote unless they are associated with an MGA Member.

Section 6 - State Surplus Lines and Stamping Offices Membership. The Surplus Lines and Stamping Office of any state employing a full-time staff are eligible for non-voting membership in the AAMGA. Applications for this class of membership shall be subject to receiving a favorable vote of the majority of the Board of Directors.

Section 7 - Professional Trade Association Membership

1. Insurance and insurance-related professional trade associations shall be eligible for complimentary reciprocal non-voting membership in the AAMGA.
2. Applications for membership for this class of membership shall be completed for review and favorable approval by a majority of the Board of Directors.
3. Eligibility for membership shall be based on the following criteria:
   
   1. The non-profit trade association’s goals, objectives and ethical standards mirror or complement those of the AAMGA
   2. The association and its general membership works in conjunction with the AAMGA and its members and not in opposition thereto
   3. The AAMGA Board of Directors, in its sole discretion, has determined that extending a complimentary membership to the association will further the goals and objectives of the AAMGA and its members
4. The association has likewise determined that extending a complimentary membership to the AAMGA will further its goals and objectives and those of its members.
5. Attendance at AAMGA events is limited to the President, Executive Director and Executive Committee of the reciprocal association.

Section 8 - Sale or Merger of Member. A current member of the Association may transfer their membership if sold to, or merged into another entity provided that:

1. The operations of the purchasing entity are similar to the operations of the member being sold or merged
2. AAMGA Headquarters receives written notice in writing of the sale or merger
3. A transfer fee will be applied in an amount as determined by the Board of Directors
4. The new entity is already a member, or is eligible for membership. In the case of MGA membership, the acquiring entity does not need to have been in business as an MGA for one (1) year as required under Article III, Section 1(a). The current member will satisfy that requirement.
5. The acquiring entity must receive the favorable vote of a majority of the Board of Directors of the Association.

Section 9 - Annual Certification. Each Active and Associate Member of this Association shall certify annually to the Board of Directors that such member continues to be eligible for membership in good standing in accordance with Article III. This certification shall be made as delineated in the AAMGA Annual Dues Certification Form, and this Form shall be submitted to the Association’s Headquarters each year in order for the member to maintain its membership in good standing.

Article IV - Dues

The annual dues and fees for all classes of members of the Association shall be determined by the Board of Directors.  Honorary members and fully retired lifetime members are exempt from annual dues and Annual Meeting delegate registration fees of the Association.

Article V - Meetings

Section 1 - Annual Meeting. There shall be an annual meeting of the Association between April 15 and June 30 each year (unless otherwise ordered by the Board of Directors) at a time and place to be selected by the Board of Directors, for the installation of elected officers, for receiving reports, and for the transaction of all other business.  Notice of such meeting shall be given in writing to each member at least sixty (60) days before the time appointed for the meeting.

Section 2 - Special Meetings. Special Meetings of the Association may be called by the Board of Directors, and shall be called by the Board of Directors upon the written request of twenty-five (25) MGA members of the Association.  Notice of any special meeting shall be given in writing to each MGA Member at least twenty (20) days before the time appointed for the meeting, with information as to the subject or subjects to be considered.

Section 3 - Quorum. Twenty-five (25) MGA members or twenty percent (20%) of the Association MGA membership, whichever is greater, shall constitute a quorum; and in case there shall be less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present.

Section 4 - Mail/E-Mail Vote.  Any issue appropriate for consideration by the membership at an annual or special meeting, including the election of officers and directors, may in the discretion of the Board of Directors, be submitted to the membership in writing, by mail, fax or by e-mail with secure passwords, for vote and decision.  The issue shall be determined according to the votes of a majority of the total votes cast, or according to such larger number of percentage of votes as the Board of Directors may specify or as may be required by any provision of these Bylaws.  Any vote taken under the provisions of this Section shall have the same effect as though taken at a meeting of the Association.  Mail or electronic ballots for the election of officer or directors will counted by an independent accounting firm. The Election results shall be certified in writing to the Executive Committee.

Section 5 - Each MGA Member shall have one vote, and if the MGA is a corporation or partnership, it shall be the responsibility of the MGA to designate one of its partners or officers to vote on its behalf.

Article VI - Election

Section 1

1. Board Positions and Qualifications
   1. Each year a President-Elect shall be elected from among the two sitting Senior Vice Presidents. A nominee for the office of President-Elect shall have served at least two of the previous six years as a Board of Directors member. The President-Elect, if willing, able, and available to serve, shall automatically be elevated to the office of President the year following his or her election as President-Elect.
   2. Two new Directors shall be elected annually from the MGA membership representing Eastern and Western regions of the USA.
   3. The other positions on the Board will be filled by the existing members advancing into those positions as follows: the sitting Directors from the Eastern and Western Regions will move into the positions of Eastern and Western Vice President, respectively; similarly, the Eastern and Western Vice Presidents will advance into the positions of Senior Vice President for their respective region.
   4. In the event of a vacancy of any position on the Board of Directors, or the withdrawal of a candidate standing for election to a position on the Board, an emergency meeting of the Board of Directors shall be held to determine the best procedure to implement in regard to succession or otherwise filling the vacant position.
2. Whenever mail balloting is used to elect officers or directors, a member may vote for a candidate other than those nominated by the Nominating Committee by writing in the candidate’s name on the ballot.
3. If there are three or more candidates for a particular office and no one of these candidates receives a majority of the votes cast on the first ballot, those candidates receiving the least number of votes shall be dropped from the ballot. A run-off election shall be held between the two candidates who received the highest number of votes cast.

Section 2

1. The Board of Directors shall establish criteria for qualification for those nominated for the office of Regional Director and shall delineate the states comprising East and West Regions.  Only candidates from the respective regions meeting the established qualifications shall be nominated by the Nominating Committee, and/or be counted as a valid on any write in ballot. 
2. Minimum criteria for qualification shall include at least two (2) years of active membership in the Association and the demonstrated ability and desire to serve the Association as evidenced by a past active committee participation or leadership at Association meetings.

Section 3 - A member of the Board of Directors, who has served for two consecutive years or more and is not elected as President-Elect, shall not be eligible for reelection as Director until at least one year has elapsed.

Article VII – Members of the Board, Executive Committee, Officers and Standing Committees

Section 1 – Organization

1. The management, affairs, business, and concerns of the Association shall be conducted and managed by a Board of Directors comprised of Members of the Association who have been elected, selected, appointed or otherwise succeeded to the positions of President; President-Elect; Immediate Past President; two (2) Senior Regional Vice Presidents; two (2) Regional Vice Presidents; two (2) Regional Directors; two (2) Associate Members, and the Chancellor of the AAMGA Education Foundation. The Regional Senior Vice Presidents, Regional Vice Presidents and Regional Directors shall each be from the Eastern and Western Regions of the USA, respectively.  Each Board Member shall have voting rights. The Secretary/Treasurer, Immediate Past President of the AAMGA Under Forty Organization, and the Executive Director are ad hoc members of the Board but are not vested with voting rights.
2. The Executive Committee is comprised of the President; President-Elect; Immediate Past President; Secretary/Treasurer and Executive Director.
3. The Immediate Past President of the AAMGA Under Forty Organization shall have a one (1) year term and will transition into the ad hoc position of the AAMGA Board of Directors as his or her term on the Under Forty Organization Board comes to a conclusion.
4. In the event a circumstance arises in which more than two (2) voting members of the Board are employed by the same corporate entity, one of them will be required to step down. The corporate entity shall review the matter with its employees and then decide and advise the Board within thirty (30) days, which one of its employed members of the Board will step down. During the interim period within which the corporate entity advises the Board of its decision, only two (2) of the Board members so employed shall be entitled to vote.

Section 2 – President - The President shall be the chief executive officer of the Association and shall preside at its meetings and the meetings of the Board of Directors.  He or she shall be a member, ex-officio, of all other committees, and shall make an annual report to the membership, and shall perform such other duties as are incidental to this office.

Section 3 – Standing Committees - The President shall appoint from the Membership a standing Membership Committee, Nominating Committee, Election Committee, and Bylaws Committee, and as many other essential committees as he or she deems necessary, to serve for a term of one year.

Section 4 – Secretary/Treasurer - The executive committee shall appoint a Secretary/Treasurer.  The term of office of the Secretary/Treasurer shall be at the will of the Board of Directors and concurrent with that of the President. He or she shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all the duties incidental to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Secretary/Treasurer, is an ex-officio member of the Board of Directors, and shall report to and attend Board of Directors meetings.

Section 5 – Associate Board Members  – Two (2) Associate Members of the Association may be selected by the Board to serve as  Members of the Board of Directors with voting rights. The Associate Board Members will be expected to attend all Board of Directors meetings throughout the year.  The Associate Members will have a maximum set term of three (3) overlapping but off-setting years, and shall be governed by the same requirements as other Members of the Board of Directors.

1. The Associate Board Member shall hold the position of President or Senior Level Executive within their Company at the time of their appointment of the AAMGA Board of Directors.
2. The Associate Board Member position is represented by the individual appointed, and not the Company by which he or she is employed. In the event an Associate Board Member were to leave or change their place of employment, they shall maintain their AAMGA Board Member status only if they are subsequently employed within thirty (30) days as a full-time employee by another Associate Member of the AAMGA in good standing in a capacity of President or Senior Level Executive.
3. Once an Associate Board Member’s term of office has expired or concluded, a waiting period of no less than three (3) years will need to elapse before that person is eligible to be appointed to the position again.

Section 6 – Meetings - A regular meeting of the Board of Directors shall be held at the time of the annual meeting of the Association.  The Board of Directors shall meet at other times upon call of the President, or of the President-Elect whenever requested to do so by a majority of the Board members.  A majority of the Board of Directors shall constitute a quorum for all purposes.  All members of the Board of Directors must be notified prior to any meeting of the Board of Directors in reasonable time for the members to attend.

Section 7 – Mail/E-Mail Vote - Whenever the President considers that a question has arisen which should be put to a vote of the Board of Directors and that it is unnecessary or inexpedient to call a special meeting, the President may submit the matter to the Board of Directors in writing by mail for vote, or by way of a telephone conference call for decision.  The issue shall be determined according to the votes cast, provided, that, if less than 50% total membership of the Board of Directors responds to the correspondence, telephone conference call or e-mail vote, the President shall have the authority to declare such vote invalid.  Any vote taken under provisions of this Section shall have the same effect as though taken at a physical meeting of the Board of Directors.

Section 8 – Association Management - The Board of Directors shall have the power to contract for staff or management services and to set appropriate compensation and expense.  Such staff shall not be an MGA Member of the Association, and shall perform such tasks as are assigned by the Board of Directors, or the President.  The association management firm will be eligible to apply for business services membership in the AAMGA, should it choose to do so and if it should qualify under Article III – Section 2.

Article VIII – Termination of Membership

Section 1 – General Membership in this Association may terminate by death, voluntary withdrawal as herein provided or otherwise in pursuance of this Article.  The right of a member to vote and all other rights, privileges, and interest of a member in the Association and its property shall cease on termination of membership.  Any member may, by giving written notice of such intention, withdraw from membership, effective upon fulfillment of all obligations as to the date of withdrawal.

Section 2 – Failure to Remit. Membership shall be automatically terminated by action of the Board of Directors if a member becomes delinquent and has failed to fully remit its annual dues and/or any outstanding payments owed to the Association within one-hundred-twenty (120) days of the date of the dues statement. Any request for reinstatement to membership shall be submitted in writing to and for consideration by the Board of Directors, and shall include a reinstatement fee as determined by the Board of Directors, plus the amount of any outstanding dues and other sums owed to the Association.

Section 3 – Suspension and Expulsion. For cause, any membership may be suspended or terminated by three-fourths vote of the entire membership of the Board of Directors after notice to the member and opportunity given to present any defense desired.  Sufficient cause for such suspension or termination of membership shall be violation of these Bylaws, failure to maintain eligibility under the provision of Section 1 of Article III, or any conduct prejudicial to the interest of the Association.

Article IX – Amendments

These Bylaws may be amended by a vote of three-fourths of the MGA Members voting, with thirty (30) days prior written notice of the proposed amendment having been given to each member.  The provisions of Sections 4 and 5 of Article V shall be applicable to amendments to the Bylaws.

Article X - Dissolution

Section 1 – This Association may be dissolved by a three-fourths vote of the MGA Members at the annual meeting or a special meeting called for such purpose; however, that written notice of the proposed dissolution shall be mailed to all members at least sixty (60) days in advance of such meeting.

Section 2 – In the event of dissolution, any monies remaining in the treasury after payment of all debts shall be paid over to a non-profit insurance organization having similar goals as determined by the Board of Directors.