a) To protect and promote the interests of Licensed Producers with Surplus Lines Authority in the State of New Jersey as well as those individuals and entities which support the surplus lines system;

b) To educate all producers as to the requirements, needs and benefits of the Surplus Lines Market;

c) To promote and create good will within the industry on behalf of Association members;

d) To consult with and make recommendations to the Commissioner of Insurance and/or the State Legislature on matters relating to the New Jersey Surplus Lines Law and/or Laws or Regulations relating to the business of insurance;

e) To seek solutions to industry problems in cooperation with other insurance associations throughout the State, in other states, and with National Associations of Agents and Brokers.
        

a) Wholesale Broker/Agents: defined as an individual, firm or organization holding a New Jersey Producers license with surplus lines authority, who produce business primarily from Brokers and Agents with whom they are not affiliated, who place business primarily with non-admitted or specialty carriers with whom they are not affiliated, who have exhibited experience in the wholesale marketplace, and who maintain a bona - fide office within the state of New Jersey, clearly identifiable to the public, open to public inspection during normal business hours, at which is maintained complete records of all Surplus Lines transactions.

b) Underwriting Managers: defined as an individual, firm or organization exercising specific underwriting authority on behalf of one or more risk bearing insurers for specific classes of business and designated geographic areas, and producing its business primarily through Wholesale Broker/Agents as defined in item (a) above.

c) Company: defined as a risk bearing insurer or group of insurers engaged in the writing of business principally through Wholesale Broker/Agents as defined in item (a) above. A Member in this category may not maintain bona-fide office within the state of New Jersey.

d) Broker/Agents: defined as the holder of a Surplus Lines Authority who produces or places business other than as defined in item (a) above, or who has not demonstrated previous experience in the wholesale field.

                        e) Non-Resident Broker-same as a) above that does not maintain bona-fide office within the state of
                        New Jersey.

f) Associate: defined as an individual, firm or organization that is not a licensed Surplus Lines Producer but supplies services to the Surplus Lines or General Insurance Industry and/or supports the wholesale excess/surplus lines system.

Categories a), b) and c) shall henceforth be referred to as "Voting Members"

Categories d), e) and f) shall henceforth be referred to as "Non-Voting Members" 

Section 2. Dues

Dues shall be assessed as follows:

a) Wholesale Broker/Agents:                                                  $350.00 annually

b) Underwriting Managers:                                                      $350.00 annually

c) Company:                                                                           $350.00 annually

d) Broker/Agents:                                                                    $250.00 annually

e) Non-Resident Broker/Agents:                                             $250.00 annually

f) Associates:                                                                          $200.00 annually 

g) Dues shall be pro-rated for members in b), c), d) & e) above who join after April 1.

h) The Board of Directors shall have the right to propose additional assessments from time to time for specific purposes. Such assessments shall be considered voluntary contributions to the Association unless such assessments are approved by two-thirds (2/3) of members voting at a General Meeting following notification of the membership of such proposal at least 15 days prior to the meeting at which the proposal shall be voted upon. 

Section 3. Membership Privileges

a) Each voting member shall have one vote.  The member firm shall designate one individual to vote on its behalf at any meeting scheduled in Accordance with Article IV.

b) Wholesale Broker/Agent members and Underwriting Manager members may serve as officers of the Association or as a member of the Executive Committee.

c) Company members may serve as a member of the Board of Directors, but may not serve as a member of the Executive Committee.

d) Any voting member has the right to bring any idea, suggestion or problem before the Board of Directors or the General Membership.                  

e) All members may attend any meeting of the General Membership.

f) All members shall have available all of the facilities of the Association.

g) All members shall have full use of the Association Logo.

h) Non-Voting Members may serve in an advisory capacity to the Board of Directors in Accordance with Article V.

i) Non-Voting Members shall have the full support of the Association.

j) Non-Voting Members may offer ideas and suggestions that would be mutually beneficial, but may not propose same as motions before the membership. 

Section 4. Application for Membership 

a) An applicant shall complete the application form prescribed by the Board of Directors that shall be reviewed upon receipt by the Membership Committee with recommendation for action to the Board of Directors.  Membership shall not be unreasonably withheld, however, the Board of Directors shall retain the right to place the application in a different membership classification than that which has been applied for. 

Section 5. Termination of Membership

a) Membership will be terminated due to:

1) Voluntary Resignation;

2) Failure to maintain valid Surplus Lines Authority;

3) Violation of the Code of Ethics as hereinafter set forth;

4) Failure to maintain a bona-fide office in the state of New Jersey except as provided in Section 1 (e) of Article III, for Non-Resident Broker/Agents or as provided in Section 1 (c) for Company Members.

5) Non-Payment of dues by March 1 shall result in suspension of voting privileges for the succeeding meeting.  Failure to remit dues prior to the next succeeding meeting will result in termination of membership.  The terminated member can be reconsidered for membership by pursuing the application process outlined in Section 4 of this Article. 

Section 6. Fiscal Year Membership Term.

The fiscal year and membership terms shall be from January 1 to December 31.

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The General Membership shall meet at least four (4) times annually.  The December meeting shall be designated as the Annual Meeting of the Association at which elections and any other necessary business shall be conducted.  Other meetings shall be held approximately quarterly with suggested dates being March, June and October.  

Section 2.  Board of Director Meetings; Notice 

The Board of Directors shall meet as necessary, but not less than four (4) times annually.  The President shall attempt to arrange a schedule of meetings at the first meeting of the Board of Directors, with the consent of the members of the Board of Directors.  This schedule shall be tentative and Members will be notified in writing of meetings at least seven (7) days prior to the scheduled date. 

Section 3.  Method of Meeting 

Meetings of the Executive Committee or Board of Directors may be held by means of a conference telephone call or similar electronic means in which all persons participating in the meeting may hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting. 

Section 4.  Special Meetings 

Special Meetings for any legitimate reason may be called with reasonable notice to the membership, by the President, the Board of Directors, or at the request of not less than 15% of the General Membership. 

Section 5.  Order of Business 

The order of business shall be: 

a) Call to Order

b) Reading of the Anti-Trust Statement

c) Minutes of Previous Meeting

d) Treasurer's Report

e) President's Report                 

f) Committee Reports

g) Old Business

h) New Business

i) Adjournment 

Section 6.  Quorum 

a) General Membership Meetings:

Ten (10) members, of whom not less than three (3) shall be a member of the Board of Directors, shall constitute a Quorum.

b) Board of Director Meetings:

Presence by 50% of the members of the Board of Directors shall constitute a Quorum, provided that at least the President or Vice President is present.  If 50% shall not be a whole number than the next highest whole number shall be the number of members required for a Quorum.

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The Elected Officers shall be: 

a) President

b) Vice President

c) Secretary

d) Treasurer 

The above officers shall constitute the "Executive Committee". 

Section 2. - Term of Office 

The term of office shall be two years, effective January 1 for each duly elected office.          

Section 3. Succession 

No officer shall succeed himself in the same office. 

Section 4. Board of Directors 

The Association shall be governed by a duly elected Board of Directors consisting of: 

a) The Elected Officers;

b) The immediate Past President, who shall be an ex-officio member of the Board of Directors and may bring business before the Board, but may not vote in its decisions;

c) Three Voting Members of the Association, whose term shall be for a period of two (2) years;

d) At the discretion of the Board of Directors, the President, with majority approval of those Board Members present, may appoint additional Non-Voting Members. The term of office shall be one year. These persons may bring business before the Board, but may not vote in its decisions;

e) A Non-Voting Member of the Association, whose term shall be for a period of two (2) years and may bring business before the Board, but may not vote in its decisions. 

Section 5. Number of Representatives on the Board 

No member firm shall have more than one elected representative on the Board of Directors. 

Section 6. Composition 

At least one member of the Board of Directors shall be either an Underwriting Manager Member, or Company Member.  At all times however, Wholesale Broker/Agent Members shall represent the majority of members on the Board of Directors. 

Section 7. Advisor to the Board of Directors 

One member of the "Non-Voting" Membership shall be elected by the Nominating Committee to serve as an observer and advisor to the Board of Directors.  Said member may bring business before the Board, but may not vote in its decisions.  Said Member shall serve for a period of two years, and shall not succeed himself.          

Section 8. Approval of Expenditures; Policy Decisions 

It shall be the duty of the Board of Directors to review and evaluate all matters of interest to the Association and to present those of merit to the General Membership for final vote and/or approval.  The Board of Directors shall have the right and duty to conduct the normal business of the Association and to approve all expenditures of the Association's funds up to $5,000. without the prior approval of the General Membership.  As respects expenditures for the purpose of conducting regular, periodic and annual functions, the $5,000. limitation shall not apply. The Board of Directors shall make no decision affecting the policy of the Association without the approval of the General Membership. 

Section 9. Executive Director 

The Board of Directors shall appoint an Executive Director whose duties shall be to assist the President and other members of the Board of Directors and to assist in the general operation of Association business. This appointment shall be by majority vote of the Board of Directors. Compensation of the Executive Director shall be determined annually and adjusted, subject to Board approval, from January 1 of each year. 

Section 10. Indemnification 

The Association shall indemnify any and all of its directors, officers (including Executive Director), or former directors or officers, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers, or a director or officer of the association, except in relation to matters as to which any such director or officer or former director or person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any Bylaw, agreement, vote of the membership, or otherwise

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The President shall preside at all meetings of the Association, the Board of Directors and the Executive Committee.  He shall be the administrative head of the Association and shall direct its affairs under the directions and control of the Board of Directors.  He shall appoint all committee Chairs upon his election to office.  He shall direct the Chair of each committee of the duties and responsibilities of the committee and the number of members to serve on the committee.  He shall be a member, ex officio, of all committees.  The President shall only vote in matters before the Board of Directors or the General Membership, where said vote shall serve to change the result of the vote taken.          

Section 2. Vice President 

The Vice President shall assume all duties of the President, in the event of his inability to perform.  The Vice President shall preside at meetings in the absence of the President and shall serve on a bi-annual basis as Chairman of the Auditing Committee, which Committee shall be responsible for review of the books of the Association and the preparation of an Audit Report to be submitted to the Board of Directors for approval. 

Section 3. Secretary 

The Secretary shall make proper record of the proceedings of the Association and conduct its Correspondence, assume responsibility for the handling of ballots at the time of election and proper notification of all members as to the result.  He shall also be responsible for meeting arrangements and notice thereof. 

Section 4. Treasurer 

The Treasurer shall receive and account for all monies due to the Association. Disbursements shall be made with proper authority. He shall bill and collect for dues and all other amounts, such as dinner and sponsor costs. He shall maintain accurate records, subject to audit by the Audit Committee and the Board of Directors. 

Section 5. Attendance at Meetings 

If an officer or Board of Directors member shall miss two (2) consecutive regular meetings or two (2) consecutive Board of Directors meetings, without an excuse approved by the Executive Committee, his term in office shall be automatically terminated.  The President shall so notify the officer or Board member by Certified Mail, return receipt requested, and termination shall take effect ten (10) days from receipt thereof. 

Section 6. Vacancies 

In the event of a vacancy in any of the positions, except President, the vacancy shall be filled by majority vote of the Board of Directors.  Said appointee shall serve until the next General Meeting at which time a nominee selected by the Nominating Committee in accordance with Article VII, shall be elected to serve the unexpired term.  In the event of a vacancy among Executive Committee members, said position shall be filled by appointment of the Board of Directors for the balance of the term.  The Vice President shall fill a presidential vacancy, and the position to be filled shall be that of the Vice President.

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A Nominating Committee shall be appointed by the President and shall consist of three (3) members; at least one of which shall not be an officer or a member of the Board of Directors. The President shall appoint a Nominating Committee Chairperson. 

Section 2. Preparation of a Slate of Officers 

The Nominating Committee shall prepare a slate of officers for the bi-annual election. The slate shall consist of four (4) Officers, three (3) Voting Members, and one (1) Non-Voting member. The Nominating Committee shall further be responsible for selecting and nominating the Association's Honoree for the Annual Honoree Dinner. The Committee shall endeavor to select representatives from the various geographical parts of the State. The slate of candidates shall then be submitted to the Board of Directors for their review and acceptance. Once the slate of candidates has been accepted by the Board of Directors, the Chairman shall contact these individuals for their acceptance and on advice of a problem will consult with the members of the Nominating Committee to select a suitable replacement. 

Section 3. Presentment to the General Membership 

The slate of Officers and Board of Directors shall be presented to the General Membership in writing at least forty-five (45) days prior to the Annual Meeting.  Any member not so nominated but desirous of office may have his name placed in nomination by written notice to the Nominating Committee c/o the Executive Director at least thirty (30) days prior to the Annual Meeting. 

Section 4. Time and Location of Election 

The election will take place at the Annual Meeting, and the nominee for each office or membership on the Board of Directors with the highest vote shall be declared elected.  A closed ballot will only be required if requested by any member of the Association. 

Section 5. Effective Date of Office 

The newly elected officers shall be installed immediately following their election and shall assume the respective offices as of January 1 of the succeeding year.  

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Other Standing Committees of the Association shall be:          

a) Membership Committee - 

shall seek to expand membership of the Association and act as liaison to the other state’s surplus lines associations and other insurance associations. 

b) Legislative Committee - 

shall deal with legislative matters of interest to the Association. 

c) Meeting Committee - 

shall be responsible for arranging educational programming, General Membership Meetings and the annual golf outing. 

Section 2. Audit Committee 

The President shall appoint on a bi-annual basis an Auditing Committee chaired by the Vice President that shall be responsible for review of the books of the Association. 

Section 3. Other Committees 

The President may appoint any other committees required conducting the business of the Association. Members of the Board of Directors may also request the formation of committees for specific purposes. 

Section 4. Chairpersons; Responsibilities  

Chairpersons of all committees are to be appointed by the President with the advice and consent of the Board of Directors. Members of each Committee shall be appointed by its Chairperson. 

Responsibilities of each Committee Chairman shall include the preparation of a written proposal of action to be taken by their committee which proposal shall be submitted no later than February 15 to the to the Board of Directors for their approval.

         
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Any Voting Member in good standing may propose change(s) to the By-Laws. Change(s) must be proposed in writing to the Board of Directors. 

                        The Board of Directors will review the proposed change(s) and advise the Membership of such proposal with
             its recommendations. Such advice to the General Membership will be in any form of writing, including electronic
             mail, sent to all members at least 15 days prior to the meeting at which such change will be presented. 

The General Membership will vote at said meeting as to whether or not to approve the change(s), based on the recommendation of the Board of Directors. 

Section 2. Special Meeting 

As per Article IV, the President or the Board of Directors may call for a Special Meeting of the General Membership to consider such proposed change(s), or may present the proposed changes at a regularly scheduled General Membership meeting. 

Section 3. Approval 

Passage of such changes shall require a two-thirds majority of all members present and voting. 

If passed, the Secretary shall cause to have revised copies of the By-Laws incorporating the change(s) issued and forwarded to all members and posted to the Association's web site.

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ARTICLE X. CONDUCT OF MEETINGS

Section 1.                           All Meetings shall be conducted in accordance with Robert's Rules of Order.

ARTICLE XI. CODE OF ETHICS

Section 1.  

            Every Member agrees: 

a. To maintain high professional standards of efficiency, conduct, integrity, responsibility and service;

b. To exercise the utmost good faith in dealing with his principals, underwriters and assureds;

c. To refrain from maintaining or using the status of profession or his affiliation with this Association to attract business for personal financial gain in other lines of endeavor;

d. To refrain from maintaining or using his affiliation with this Association as a means of taking unfair advantage of those in competition with himself or for any other purpose than for which this Association is intended;

e. To regard the business of insurance as an unusual opportunity for essential services to the public and to conduct himself with dignity, courtesy and the highest degree of fairness in his relations with members of the Industry and the public at large;

f. To be governed by a spirit of cooperation, helpfulness and frankness in his relationship with fellow members to the end that he and they shall be better equipped through such cooperative measures and exchange of ideas to better perform and function and to foster the advancement and prestige of their profession.

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Final Version as of June 1, 2005