Article I - Name and Definition

Section 1 - Name. The name of this Association is the AMERICAN ASSOCIATION OF MANAGING GENERAL AGENTS, hereinafter called the "Association," or the "AAMGA."

It is 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 specific contractual authority to perform supervisory underwriting and/or managerial functions on behalf of insurers in a designated geographical area and whose principal 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 MGA representation to insurors;
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 University Foundation;
13. To monitor, evaluate, and, where applicable, develop positions on insurance regulation and legislation affecting the Association and its membership.

Article III - Membership

Section 1 - Eligibility for Active Membership. Any Managing General Agent (hereinafter referred to as "MGA"), is eligible to become an active 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 the three years preceding application, except that an entity in which a current active member in good standing maintains at least a fifty-one percent ownership interest shall not be subject to this requirement.
2. As of the date of election to membership, the applicant MGA must have and represent, pursuant to written binding authority agreement, four or more independently operated insurers (of which one is licensed in one or more of the states in which the applicant does business) for at least three consecutive years (except for an entity in which a current active member in good standing owns at least a fifty-one percent interest); provided, however that:
   
   1. no such insurer owns any such interest in the MGA; and
   2. the MGA owns no more than a ten (10) percent interest in any such insurer.
3. Represent those companies described in subparagraph (b) above for at least two of the major lines of insurance underwritten by those companies. The major lines underwritten by those companies must consist primarily of property, casualty, marine, 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 $5 million, for the twelve months preceding the date of the application with at least 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 By-Laws, 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.

Section 2 - Election to Active Membership.

1. Application for active 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. Submit at least three favorable letters from sponsoring active members of this Association in good standing in the geographical area in which the MGA operates. The active member sponsor must be domiciled in the state of the proposed member or have a branch office in the state of the proposed member (unless there are fewer than five active members in such state, in which event the application may be supported by letters from active members in good standing located in states contiguous to applicant's location).
3. To be elected to active membership, the applicant must receive the favorable vote of a majority of the Board of Directors of the Association.

Section 3 – Eligibility for Associate and Business Services Provider Membership.

1. Associate Membership - Any direct risk bearing entity; Lloyds syndicate; London Company; Corporation of Lloyds; Lloyds broker; reinsurance/intermediary, or underwriting manager, other than retail insurance producers is eligible to apply for Associate Membership.
2. Business Services Membership - Any premium finance company, computer company, TPA, attorney, claims service, forms companies and other product 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 By-laws and to the following sections of the Code of Ethics adopted by the Board of Directors of the membership as a whole. Such sections may be amended from time to time:
   • Financial
   • Intra-Organizational
   • Legal Responsibilities
   • Community Obligations

Section 4 – Election to Associate Membership or Business Services Provider Membership.

1. Application for Associate membership or Business Services Membership shall be made in writing on a form furnished by the Association. To be elected, the applicant must meet all of the qualifications set forth in Section 3 of this Article.
2. An applicant must submit at least three favorable letters from sponsoring active members of this Association in good standing.
3. To be elected to Associate Membership or Business Services Membership, the applicant must receive the favorable vote of a majority of the Board of Directors of this Association.

Section 5 - Eligibility for Honorary Membership. Any retired executive of an Active 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 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 years.

Section 6 - Election to Honorary Membership.

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.
2. Such recommendation must set forth in detail the distinguished service of the nominee and may be accompanied by such testimony from active members of the Association as is appropriate.
3. To be elected to honorary membership, the nominee must receive the favorable vote of a majority of the Board of Directors of the Association.

Section 7 - 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.

Section 8 – Lifetime Membership. Past presidents shall automatically be granted a Lifetime Membership in the Association which will entitle them to attend all meetings and functions of the Association. They will not be entitled to the right to vote unless they are associated with an Active Member.

Section 9 – 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.

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 are exempt from annual dues and 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 other business. Notice of such meeting shall be given in writing to each member at least 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 25 active members of the Association. Notice of any special meeting shall be given in writing to each Active Member at least 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 active members or 20% of the Association active 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 By-Laws. 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 officers or directors will be counted by an independent accounting firm.

Section 5 - Each Active 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 active 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 Presidents 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. Minimum criteria for qualification shall include at least two years active membership in the Association and the demonstrated ability and desire to serve the Association as evidenced by past active committee participation or leadership at regional meetings or other official 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. The management, affairs, business, and concerns of the Association shall be conducted and managed by a Board of Directors comprised of Active Members of the Association who have been elected or otherwise succeeded to the positions of a President; President-Elect; Immediate Past President; two Senior Vice Presidents; two Vice Presidents; and two Directors. The Senior Vice Presidents, Vice Presidents and Directors shall each be from the Eastern and Western Regions of the USA, respectively. The President shall appoint a secretary/treasurer and AAMGA University Foundation Chancellor, who will each serve as ex-officio members of the Board. The Executive Director of the Association will also serve as an ex-officio member of the Board. The Executive Committee is comprised of the President; President-Elect; Immediate Past President; Secretary/Treasurer and Executive Director.

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 Active Membership a standing Membership Committee, Nominating Committee, Election Committee, and By-Laws 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 President, upon taking office, shall appoint a 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 appointing President. He 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 by the President or by the Board of Directors. The Secretary/Treasurer, although an Officer of the Association, is not a member of the Board of Directors, but shall report to and attend Board of Directors meetings at the request of the President, or the Board of Directors.

Section 5 – 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 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 6 – 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 surface, 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 7 – 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 Active 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 3.

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 – Annually, each Active, Associate, and Business Services member must certify to the Board of Directors that the member continues to be eligible in accordance with the provisions outlined in Article III.

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 By-Laws, failure to maintain eligibility under the provisions of Section 1 of Article III, or any conduct prejudicial to the interest of the Association.

Section 4 – Membership shall be automatically terminated if a member becomes delinquent for a period of one year in the payment of its annual dues. Delinquent in “annual dues” is defined as failure on the part of any member to pay the dues 90 days after due date. Any request for reinstatement must be submitted to the Board of Directors in writing.

Article IX – Amendments

These By-Laws may be amended by a vote of three-fourths of the Active Members voting, 30 days prior written notice of the proposed amendment having been given to each member. The provisions of Section 4 and 5 of Article V shall be applicable to amendments to the By-Laws.

Article X - Dissolution

Section 1 – This Association may be dissolved by a three-fourths vote of the Active 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 60 days in advance of such meeting.

Section 2 – In the Event of a 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.