REVISION OF THE CONSTITUTION AND BY-LAWS OF
THE CINCINNATI CLAIMS ASSOCIATION

APPROVED AND ADOPTED
May 14, 1993

Note: Constitution and By-Law of the Cincinnati Claims Association revised and edited by the 1993 Executive Committee including John Graf, Stephanie Osterhage, Dave Wells, Jonathan Libbert, Wayne Keirns and Bill Ranaghan.

CONSTITUTION AND BY-LAWS OF THE CINCINNATI CLAIMS ASSOCIATION Article I

NAME

Section 1. The name of this Association shall be the Cincinnati Claims Association.

Article II

OBJECT

Section 1. The object of this organization shall be to provide for the meeting of claims personnel for the dissemination of information about claims, for social and educational enlightenment, for the promotion of good fellowship, high standards of ethics among those engaged in the claims profession, for the improvement and enhancement of adjusting skills, for the general dignity of claims personnel, and for the welfare of the community.

Article III

MEMBERSHIP

Section 1. Any department head, adjuster, investigator, attorney or other person who is actively engaged in the handling or adjustment of insurance claims is eligible for membership.

Section 2. Membership shall be by individual rather than by company, each individual being allowed on vote with no restrictions as to the number of members from any one office or firm. Any eligible person shall be enrolled as a member upon filing written application with any member, and upon such application being accepted by two-thirds of the members present at the next regular meeting following the filing and referring of such application to the Membership Committee. Proposed applications for membership must be present at the meeting when application is presented for membership before a vote of acceptance can be made by the members.

Section 3. Any member three months in arrears shall be automatically dropped from membership. Any such member so dropped can be automatically reinstated upon payment of dues in arrears, provided that such payment shall be made before the termination of the current calendar year in which the member was dropped for nonpayment. Any member dropped for nonpayment of dues and reapplying for membership in a subsequent year must pay delinquent dues before being voted upon for new membership.

Section 4. Names of prospective honorary members will be submitted to the Executive Committee for consideration. With majority approval of the Executive Committee, names of prospective honorary members will be submitted and voted upon by attending members of any regular meeting of the Association. A two-thirds affirmative vote will be necessary for granting honorary memberships.

Article IV

EXECUTIVE COMMITTEE

Section 1. There shall be an Executive committee of the Association consisting of six members, four of whom shall be the current office holders of the Association, i.e., President, Vice-President, Secretary and Treasurer. The fifth member shall be elected at large. The sixth member of the Executive Committee shall be the highest ranking officer from the preceding year. In the event the highest ranking officer from the preceding year is nominated and re-elected to office, the sixth member shall also be elected at large. The sixth member of the Executive Committee, when being the highest ranking officer from the preceding years, shall be considers as an ex-officio member and act in an advisory capacity. Committee members will assume their duties after formal installation of officers at the regular February meeting.

Section 2. The Executive Committee, subject to the supervision and approval of the Association, shall have general control of the Associations affairs. All matters requiring deliberation and investigation shall be referred to the Executive Committee for its consideration and recommendation. It may be given full power to act by the Association in any matters so referred.

Section 3. Any vacancy arising in one of the offices shall be assumed by the fifth member of the Executive Committee. A new officer shall then be appointed by the remaining members of the Executive Committee to replace the officer departing.

Article V

OFFICERS

Section 1. The Officers of the Association shall be a President, Vice-President, Secretary and Treasurer (all current members). No two offices shall be combined and held by one person.

Section 2. Election of all officers will be held annually at the January meeting. A nominating committee of not less than three members, appointed well in advance by the President, will submit a slate of candidates at or before the regular December meeting. Voting will be by secret, written ballot with results announced immediately following tabulation. The candidate for each office receiving the most votes shall be declared elected. In case of a tie for any office, one flip of a coin by any paid-up member who is a non-candidate shall determine who is elected. Newly elected officers will be installed in office at the regular meeting February.

Article VI

DUTIES OF OFFICERS

Section 1. The President shall preside at all meetings of the Association. The President may call special meetings of the Association whenever such meetings seem to be necessary or advisable.

Section 2. The Vice-President shall perform the duties of the President when the latter is absent or incapacitated.

Section 3. The Secretary shall perform the duties of the President and Vice-President when both are absent or incapacitated and shall notify the membership of the time and place of all meetings; take minutes of all business meetings; handle correspondence for and on behalf of the Association and keep an active register of membership, showing names, addresses and companies represented.

Section 4. The Treasurer shall perform duties of the President, Vice-President and Secretary when all three are absent or incapacitated; shall collect and be the custodian of any assessments voted by the membership, disburse the funds in accordance with the direction of the vote of the membership and keep an active register and book of account showing names of members, dues collected and expenses paid.

Section 5. Any elected officer who inexcusably fails to attend three (3) consecutive monthly meetings, including specially called meetings, shall be deemed to have vacated his official duties and his office shall be filled in accordance with these By-Laws.

Article VII

MEETINGS

Section 1. Regular meetings of the Association shall generally be held every other second Wednesday, alternating with the second Friday, of each month; however, at the request of the Executive Committee, the date of the regular monthly meeting may be changed no more than three times during each fiscal year.

Section 2. The annual meeting of the Association shall be held at the regular meeting scheduled on the second Friday of the month of January.

Section 3. Special meetings of the Association shall be held subject to the call of the President or Secretary.

Section 4. Twenty-five percent (25%) of the members of the Association shall constitute a quorum at any meeting.

Section 5. The Executive Committee shall meet whenever it is deemed advisable by any member of the Committee.

Section 6. The majority of the Executive Committee shall comprise a quorum at any one of its meetings.

Article VIII

COMMITTEES

Section 1. It shall be the duty of the President upon accession to office to appoint the standing committees. He shall also appoint such special committees as are authorized by the Association during his term of office.

Section 2. The standing committees and their duties shall be:

(a) Legislative:

To keep the members of the Association advised of national, state and local laws affecting claims.

(b) Membership:

To increase the membership; to investigate the qualifications of applicants for membership and repo9rt recommendations thereon to the Association.

(c) Program:

To arrange programs that will bring up for discussion the many phases of claim work of interest and value to the members; to secure suitable speakers for Association meetings when desired and arrange for any necessary entertainment.

Article IX

DUES

Section 1. The Executive Committee will determine the amount of money to be paid for dues. Dues become due and payable on February 1 of the current year for each member of this Association.

A. Dues of new members shall become due and payable upon the day of admission to membership.

B. Past members who have not renewed their yearly membership by May 1 of the current year shall be considered a guest of all subsequent meetings and events. (See Article III, Section 3).

C. Members with the minimum of 15 years with the Cincinnati Claims Association who have been very actively engaged in handling of matters involving the Association, such as serving on committees, holding office, attending meetings, and who have officially retired from his or her place of employment, will not be required to pay annual dues in this Association, providing the Executive Committee determines they meet the established criteria.

Section 2. Every application for new membership is to be accompanied by a check covering first year dues which is due on date of admission to membership. In the event the application is not accepted, this money is to be refunded.

Article X
PROCEDURE OF MEETINGS

Section 1. ORDER OF BUSINESS

(a) Roll Call
(b) Reading of minutes of previous meeting
(c) Election Executive (annual meeting)
(d) Auditors Report (annual meeting)
(e) Reports of Secretary and Treasurer
(f) Reports of Committees
(g) Reading of membership applications and action thereon
(h) Unfinished business
(i) New business
(j) General Discussion
(k) Program
(l) Adjournment

Section 2. The conduct of the meetings of the Association shall be governed by Roberts Rules of Order when not in conflict with its Constitution and By-Laws. The Order of Business may be changed by the President or presiding officer; items not listed under Section 1 may be eliminated providing a majority of the members present do no object.

Article XI

AMENDMENTS

Section 1. Proposed amendments to the Constitution and By-Laws must be submitted in writing to the President or Secretary. Any proposed amendment shall be referred to the Executive Committee, which Committee shall report on the proposed amendment at the next regular meeting following the submission of that amendment, shall be read by the Secretary of the Association, voted upon, and if two-thirds (2/3) of the votes cast are in its favor, it shall be immediately adopted.

Section 2. Be it resolved that commencing on October 31, 1985, a sum of $10, 000.00 shall be extracted from the current reserve fund and be placed in an interest bearing depository designated as Reserve Fund A not to be spent but for a financial emergency to be determined by majority vote of the membership. The remaining balance of the current reserve fund shall be placed in an interest bearing account designated as Reserve Fund B of which no more than $2,000.00 of the balance can be spent in any on fiscal year (October 1 through September 30 inclusive), to be us benefit of the majority of the membership as determined by majority vote of the Executive Committee, including the Financial Chairman. All interest earned from Reserve Funds A and B shall be placed in a checking account fund and will be classified as income and all such monies when spent are to be used for the benefit of the majority of the membership as determined by majority vote of the Executive Committee, including the Financial Chairman.

Section 3. Be it resolved that the Cincinnati Claims Association, and unincorporated associate in the state of Ohio, become a non-profit organization.

Section 4. There shall be created an office of Financial Secretary which shall be an appointive office selected by the Executive committee.