Bylaws of the INTERNATIONAL CLAIM ASSOCIATION (An Illinois Not-for-Profit Corporation) As Amended October 2023
ARTICLE I Purposes
The Association is a trade association incorporated under the laws of the State of Illinois. Its purpose shall be education and research in claims administration. In furtherance of those purposes, the Association shall strive: to promote efficiency, effectiveness and high standards of performance in claim administration; to provide a forum for research, education and the exchange of ideas relating to various aspects of claim administration; and, to devise measures for the benefit of policyholders and beneficiaries in matters relating to claims.
ARTICLE II Membership
SECTION 1. Corporate Membership: Any company or association licensed, chartered or otherwise authorized by any state or provincial government or any national government to engage in the business of administering annuity, health, long-term care, disability, or life insurance claims, including health maintenance organizations, preferred provider organizations, health and hospital service corporations, third party administrators, fraternal benefit societies, insurance companies, and reinsurance companies, shall be eligible for Corporate membership in the Association.
Individual Affiliate Membership: Any individual who (1) is not employed by a company or association that is eligible for Corporate membership in the Association, (2) is engaged in a business or professional enterprise in which he or she regularly provides services to one or more companies or associations eligible for Corporate membership, and (3) is sponsored by an employee of a Corporate member, shall be eligible for Individual Affiliate membership in the Association.
Group Affiliate Membership: Any company which is not eligible for Corporate Membership (1)whose employees are not employed by a company or association that is eligible for Corporate membership in the Association, (2) is engaged in a business or professional enterprise in which they regularly provide services to one or more companies or associations eligible for Corporate membership, and (3) is sponsored by an employee of a Corporate member, shall be eligible for Group Affiliate membership in the Association.
SECTION 2. An application for membership shall be on a form approved by the Board of Directors. The Board of Directors may delegate approval of membership to a membership committee comprised of the Officers of the Association. There must be a unanimous vote by the members of the membership committee to elect any member. If a unanimous vote is not attained, then election as a member of the Association shall be by a two-thirds vote of the Board of Directors.
SECTION 3. Membership in the Association may be terminated at any time by two-thirds vote of the Board of Directors. Termination for cause will take effect on the date of mailing a notice of termination by the Secretary to the address of record of the member. Membership in the Association may be terminated for cause for failure to support the purposes of the Association; for failure to comply with the Statement of Principles; or for acting in such a manner as to bring discredit to the Association. A written appeal of any such termination may be made in a timely manner to the Board of Directors. Termination of membership shall be automatic if a member fails to pay the annual dues within thirty days of receiving a final notice that such dues are payable. With the authorization of the Board of Directors the Secretary may publish notice of such termination in any manner deemed necessary.
SECTION 4. The Board of Directors may from time to time prescribe administrative rules pertaining to membership as may be necessary.
SECTION 5. Any employee of a Corporate member whose duties pertain to claim work in any capacity shall be considered eligible to represent that Corporate member at any meeting of the Association, subject to Article VI, Section 4, and in any activities of the Association. Any question concerning a person’s eligibility to attend any meeting of the Association and to participate in any activities of the Association shall be finally determined by the Board of Directors.
ARTICLE III Officers
SECTION 1. The officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer with the usual powers and duties of such offices. Officers must be from different Corporate members at the time of appointment. The Vice President at the conclusion of his or her normal term in that office shall automatically become President for one- year or until succeeded. The Vice President and the Secretary shall hold office for one-year or until the election of his or her successor. The term of the Treasurer shall begin on January 1 of the calendar year following the year of his or her election and end on December 31 of that year. No person shall serve more than three consecutive terms as Secretary or Treasurer.
SECTION 2. The elected officers of the Association shall be elected at the Annual meeting of the Association members according to Article VII and shall hold office for a term of one year, or until the election of their successors. Election of an officer shall not of itself create contract rights.
Section 3. If the office of President shall become vacant, the Vice President shall thereupon become President for the remainder of the unexpired term as President and shall serve the entire following term he or she would have otherwise served.
To be eligible to be elected as an officer of the Association, a person must be an employee of a Corporate member. The termination of an officer’s status of employment of a member company does not terminate his or her holding the office until the expiration of the regular term of office or upon their voluntary resignation when received in writing at ICA headquarters.
SECTION 4. If the office of the Vice President shall become vacant, such office shall remain vacant. A Vice President and a President for the next succeeding term shall be elected by ballot at the next annual meeting.
SECTION 5. In the event that the office of the President becomes vacant, at a time when the office of the Vice President is also vacant, the Board of Directors shall elect a President to serve for the remainder of the unexpired term. A President and Vice President for the next succeeding term shall be elected by ballot at the next annual meeting.
SECTION 6. If the office of Secretary or Treasurer shall become vacant, the Board of Directors shall elect a successor to serve for the remainder of the unexpired term.
SECTION 7. An Officer elected by the Corporate members may be removed by the Board of Directors or by affirmative vote of a majority of the Corporate members entitled to vote on the election of such officer, whenever in its (or their) judgement, the best interest of the Association will be served.
SECTION 8. The officers will have the authority to make decisions on behalf of the Board of Directors in the event that a quorum cannot be reached or to decide any question requiring action between Board of Directors meetings.
ARTICLE IV Board of Directors
SECTION 1. There shall be a Board of Directors to consist of 12 voting members including the Immediate Past President, the President, the Vice President, the Secretary, the Treasurer and seven at-large directors. The Chair of the Education Committee shall serve as an ex-officio non- voting member of the Board of Directors. Total composition of the Board of Directors is thirteen directors. Seven voting directors shall constitute a quorum for the transaction of business.
SECTION 2. At each annual meeting two directors at large shall be elected to the Board of Directors to serve for a term of three years, provided, however, that the term of any Individual Affiliate member or Group Affiliate member elected to the Board of Directors shall be two years. The retiring President shall become a member of the Board of Directors automatically to serve a term of one year.
To be eligible to be elected and serve as a member of the Board of Directors, a person must be an employee of a Corporate member, an employee of a Group Affiliate member or an Individual Affiliate member. No more than two directors from any Group Affiliate member may serve on the Board of Directors simultaneously.
A member of the Board of Directors may be removed by the voting members as provided by law. A director who has been convicted of a felony involving dishonesty or breach of trust shall be deemed to have resigned from the Board of Directors.
There shall not be more than two directors from the same Corporate member at the time of appointment.
SECTION 3. The Board of Directors shall have the power to fill vacancies that may occur on the Board of Directors and members so elected shall serve until the next annual meeting when said vacancies shall be filled for the unexpired term, if any, through regular election. Any member elected to fill a vacancy created by the death, disability or resignation of the Vice President would serve as an additional director at large.
SECTION 4. Meetings of the Board of Directors shall be called by its Secretary whenever, in the opinion of the Secretary or the President, it is necessary.
SECTION 5. The Board of Directors shall have authority to decide any question requiring action between annual meetings of the Association, to enact such rules as may be necessary to carry out the proper administration of the business affairs of the Association and to take whatever steps it deems advisable to promote the purposes and welfare of the Association.
SECTION 6. The Board of Directors shall have the power to regulate all matters relating to annual dues and registration fees for meetings. The Board of Directors shall authorize the Treasurer to handle the financial affairs of the Association under such rules and regulations as they may from time to time prescribe.
SECTION 7. A Past President other than the Immediate Past President that is employed by a Corporate member is eligible to be a non-voting, ex-officio, member of the Board of Directors.
ARTICLE V Standing and Annual Committees
SECTION 1. There shall be such committees as the Board of Directors shall recommend and approve. The Board of Directors shall appoint the Chair of each committee and the Chair will appoint the committee members which will be approved no later than December.
To be eligible to be a member of an annual committee or standing committee a person must either be a current employee or retiree from a Corporate member, an employee of a Group Affiliate member y or an Individual Affiliate member. Committees shall be limited to two retirees.
SECTION 2. Committees shall submit reports upon request by the Board of Directors.
SECTION 3. The President shall be an ex-officio member of all committees except the Nominating Committee.
SECTION 4. Committees of the Association shall serve until such time as they are discharged by the Board of Directors.
ARTICLE VI Meetings
SECTION 1. There shall be an annual meeting of the Association, which shall be held at such place as may be determined by the Board of Directors. Special meetings of the Association may be called on authority of the Board of Directors at such time and place as it may determine.
Within fifteen days of the Secretary’s receiving a written request signed by an authorized representative of at least twenty-five percent of the total number of Corporate members asking that a special meeting be called for a specified purpose, the Board of Directors shall call such meeting to take place within fifty days of the receipt of the said written request. The Board of Directors may determine that a meeting shall not be held at any place, but shall instead be held solely by means of remote communication equipment.
SECTION 2. The Secretary shall advise all members in writing of the purpose, date, time and place of any meetings of the Association at least thirty days in advance of the date of the meeting.
SECTION 3. At any meeting of the Association, the voting representatives of twenty (20) Corporate members shall constitute a quorum. Individual Affiliate members and Group Affiliate members shall not have the right to vote.
SECTION 4. On any matter requiring a vote, voting shall be by voice vote, unless on motion duly made and seconded, the voting representatives of the Corporate members shall, by a majority voice vote, choose voting by ballot. The vote shall be by the corresponding officer of a Corporate member or, in his or her absence, by said officer’s designee. The corresponding officer of each Corporate member shall be the person shown as such on the records of the Secretary. A Corporate member may change its corresponding officer by written direction filed with the Secretary, but such direction shall be filed thirty days or more prior to an annual meeting to be effective at that meeting.
ARTICLE VII Nominations and Elections
SECTION 1. A Nominating Committee of five representatives of Corporate members, not more than one of whom shall have served on the Nominating Committee of the preceding year, shall be appointed by the Chair of the Nominating Committee and approved by the Board of Directors. No member of the Nominating Committee is eligible to be nominated or elected as an Officer or Director of the Association during their tenure on the Nominating Committee.
SECTION 2. The Nominating Committee shall report its nominations of candidates for each office and for the Board of Directors to the membership at the annual meeting. Nominations other than those made by the Nominating Committee may be made from the floor by the voting representative of any Corporate member.
SECTION 3. Election shall immediately follow the closing of nominations. In case of a contest for an office or membership on the Board of Directors such elections as are contested shall be decided by ballot as specified in Article VI.
ARTICLE VIII Statement of Principles
SECTION 1. The Association shall have a Statement of Principles, which shall constitute guidelines for Corporate members to follow in the administration of claims. The Statement of Principles shall be posted on the Association’s website. An applicant for Corporate membership in the Association shall sign a statement to the effect that as a member of the Association, he, she or it will follow the Principles.
SECTION 2. The Statement of Principles may be amended from time to time by a two-thirds vote of the Board of Directors but any such amendment shall not take effect until all Corporate member companies are notified of such amendment and such amendment is ratified at the next annual meeting or at a special meeting called for that purpose.
SECTION 3. The Board of Directors shall have the power to terminate a Corporate member’s membership in the Association in accordance with Article II, Section 3 if, in the opinion of the Board of Directors, the member has violated the Principles, provided notice of the Board of Directors’ intended action is given to the member and such member is given the opportunity within a reasonable time to show cause as to why its membership should not be terminated.
ARTICLE IX General
SECTION 1. The fiscal year begins on the first day of January of each calendar year and ends on the 31st day of December of that year.
SECTION 2. All deeds, contracts or other documents may be executed on behalf of the Association by any of the Officers or Executive Director. All checks, notes or other negotiable instruments shall be signed by the Treasurer or the Secretary or such other person or persons as the Board of Directors may from time to time designate.
ARTICLE X Amendments
These by-laws may be amended at any scheduled meeting of the Association by a majority vote of Corporate members present, or by a majority vote of the Corporate members voting by an e- mail or mail ballot, provided notice of any proposed amendment shall first have been e-mailed or mailed by or on behalf of the Secretary to each Corporate member at least thirty days prior to the meeting, or thirty days prior to e-mailing or mailing the ballot to the Corporate members.