The name of the ASSOCIATION shall be "Alliance of Financial Marketing Professionals."

ARTICLE II—PURPOSE

The purpose of the ASSOCIATION shall be to provide a means through which Agency Officers of life insurance companies, licensed and doing business in the Western United States, may exchange ideas and provide a forum for discussion concerning all areas of their jobs as Agency Officers.

ARTICLE III—MEMBERSHIP

Section 1—Membership in this ASSOCIATION shall be composed of persons who have responsibilities for recruiting, training, and development of their respective life insurance companies as Agency Vice President, Regional Vice President, Director of Agencies, Superintendent of Agencies, and Managing General Agents engaged in active direction of a group of five (5) or more life insurance agencies. Such members shall be designated as "Regular Members."

Section 2—Members shall pay such annual dues of the ASSOCIATION as may be set by the Board of Directors. The annual dues period is defined as follows: January 1 through December 31, of each calendar year.

Section 3—Associate membership in this ASSOCIATION shall be composed of persons affiliated in any agency supervisory capacity, who shall be entitled to all privileges of the ASSOCIATION except those of attendance at closed meetings, voting, and holding office. Such members shall be designated "Associate Members."

ARTICLE IV—OFFICERS

Section 1—The officers of the ASSOCIATION shall be a Chairman, a First and Second Vice Chairman, and four Directors who will serve as Secretary, Treasurer, Membership Chairman, and Program Chairman as appointed by the Board of Directors.

Section 2—The officers shall be elected by the members of the ASSOCIATION present and voting at the annual meeting of the ASSOCIATION held in the fall of the year. A special election of officers can be held at any regular meeting in the event any of the five (5) elected organization officers are unable to serve for any reason whatsoever. If such a special election takes place, the officers so elected will serve for one full year from the date of such election.

Section 3—Each officer shall be a Regular Member in good standing of the ASSOCIATION.

Section 4—All officers shall serve one year or until their successors are elected and qualified. An administrative year shall commence January 1 of the fiscal year following the Fall Meeting (Annual Meeting) of the ASSOCIATION and continue through December 31 of that year.

Section 5—The Chairman shall preside at all meetings of the ASSOCIATION and its Board of Directors shall appoint all Committees, exercise general supervision over the work and activities of the ASSOCIATION, and shall have such other authority and perform such other duties as usually pertain to the office of Chairman, or as may from time to time be delegated to him by the Board of Directors, or by action of the membership.

Section 6—The two Vice Chairmen shall have such authority and perform such duties as may from time to time be delegated to them by the Chairman of the Board of Directors. In the event of the Chairman’s death, resignation or inability to serve for any other cause, the First Vice Chairman shall perform the duties of and have the same authority as the Chairman. In the event the First Vice Chairman for any reason cannot serve, the Second Vice Chairman shall serve, and while exercising such duties and such authority, shall be known as Acting Chairman.

Section 7—The Secretary shall sign all official documents issued by the ASSOCIATION, shall keep the minutes of all meetings of the ASSOCIATION and the Board of Directors, and shall have the authority and perform such other duties as may from time to time be delegated to him or her by the Chairman of the Board of Directors.

Section 8—The Treasurer shall be responsible for collecting all dues, keeping all records and accounts of monies received and expended, pay all bills, and make an annual account to the Directors.

Section 9—Any vacancies occurring in the offices of Vice Chairman and Board of Directors between annual meetings of the ASSOCIATION shall be filled by the Board of Directors.

ARTICLE V—BOARD OF DIRECTORS

Section 1—The Board of Directors of the ASSOCIATION shall consist of the Chairman, the two (2) Vice Chairmen, four (4) Directors, and the Immediate Past Chairman.

Section 2—The Board of Directors shall define the policies and have full administrative authority in all matters of the ASSOCIATION; provided however, that all action taken by or under the direction of the Board of Directors shall be subject to review and final approval by the membership at its annual meeting.

Section 3—The Board of Directors of the ASSOCIATION shall meet at such times and places as may be determined by action of the Board, by call of the Chairman, or by written request of three (3) members of the Board. There shall be at least two (2) meetings each year. A written notice of the time and place of all meetings of the Board of Directors shall be mailed to each director by the Secretary and not less than ten (10) days prior to such meeting.

Section 4—The Board of Directors may, without meeting together, transact business by mail by voting upon proposals mailed to them with the approval of the Chairman by the Secretary. If within fifteen (15) days after the proposal is mailed, a majority of the members of the Board of Directors shall send in writing to the Secretary of the ASSOCIATION their votes in favor of such proposal, said proposal shall be deemed to have been adopted. The ballots recording such votes shall be produced at the next following meeting of the Board of Directors before they are destroyed.

Section 5—The Board of Directors shall also serve as an Executive committee of the ASSOCIATION and, subject to later approval by the membership, take such actions as seem urgent and necessary. At all meetings of the Board of Directors, an attendance of four (4) shall constitute a quorum.

ARTICLE VI—NOMINATION AND ELECTION OF OFFICERS

Section 1—At the Spring Meeting of the ASSOCIATION each year, the Chairman shall appoint a nominating committee of three regular members, including the Immediate Past Chairman, who shall serve as Chairman. This Nominating Committee shall present at the Annual Meeting of the ASSOCIATION one candidate for each of the offices of Chairman, First Vice Chairman, Second Vice Chairman, and four Directors.

Section 2—The Nominating Committee shall solicit recommendations of nominees, investigate the qualifications of all persons under consideration, ascertain if each candidate to be nominated is willing to serve, if elected, and make its report at the Annual Meeting of the ASSOCIATION. Further nominations may be presented from the floor provided that the person so nominated meets the qualifications set forth above, is a Regular Member of the Association in good standing and consents to his or her name being placed in nomination.

Section 3—In the election of officers, voting for any office to be filled may be by acclamation where only one candidate is nominated. Otherwise, all voting shall be by ballot. A majority of all votes cast shall be necessary for election. An additional ballot or ballots shall be taken, if necessary, to determine which of two or more candidates shall be elected.

ARTICLE VII—MEETINGS, CONVENTIONS AND CONFERENCES

Section 1—There shall be two meetings annually for the ASSOCIATION, one to be held in the Spring of the year and one in the Fall; the Fall Meeting to be designated as the "Annual Meeting" for the transaction of business and election of officers. Additional meetings shall be called by the Chairman upon the request of three-fourths (3/4) of the membership. The Chairman shall cause to be mailed to each member of the ASSOCIATION a notice of each meeting at least twenty (20) days prior to the date thereof. No business, other than that specified in the notice of the meeting, shall be transacted at any meeting, other than the two regular meetings provided for annually.

Section 2—The ASSOCIATION may, from time to time, arrange and conduct seminars, workshops, and/or roundtable meetings on specifically announced subjects. Such meetings shall not be deemed as meetings of the ASSOCIATION, and no business of the ASSOCIATION shall be transacted.

Section 3—A quorum for the transaction of the business at any regular or special meeting of the ASSOCIATION shall be forty percent (40%) of the regular membership whose dues are paid for the current year.

Section 4—Registration fees to be charged at any Spring or Fall Meeting, or special meeting of the Association, shall be in amounts as from time to time may be recommended by the Board of Directors, and shall be adequate to cover all expenses of the meeting for those who attend, other than transportation and lodging.

ARTICLE VIII—COMMITTEES

Section 1—The Chairman shall appoint the personnel of all Standing and Special Committees and shall designate the Chairman. All Committees shall consist of not less than three (3) or more than five (5) members.

Section 2—Standing Committees of the ASSOCIATION shall be:

(a) Committee on Program for Spring and Fall Meetings annually (five [5] members).

(b) Committee on Membership.

(c) Committee on Standards and Practice.

(d) Committee on Nominations (three [3] members).

(e) Committee on Special Projects and Research.

(f) Committee on Rules and Regulations.