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CPPC Bylaws

CLAIMS PREVENTION AND PROCEDURE COUNCIL, INC.

BYLAWS  

(As Approved April 10, 2015)

Article I

NAME AND LOCATION

Section 1. NAME. The name of the Organization shall be the Claims Prevention and Procedure Council, Inc. (the Organization).

Section 2. LOCATION. The location of the principal office shall be at any place within or without the State of Indiana as is approved by the Board of Directors. 

Article II

OBJECT

Section 1. OBJECT. The objects of the Organization shall be:

To identify, establish, promote and maintain methods and procedures for the education of individuals employed in or associated with the moving and storage of personal property (Household Goods) to encourage the safe and efficient handling of this property and to avoid claims due to damaged or lost property.

To identify, establish, promote and maintain uniform methods and procedures for the prompt, fair and responsible resolution of claims arising from the business of moving and storing personal property items.   

 

Article III

MEMBERSHIP

Section 1. MEMBERSHIP.  Membership in the Organization shall be open to any reputable individual or firm interested in furthering the Organization's goals and Code of Ethics as from time to time adopted by the Board of Directors. Thus, membership is open but not limited to:

(a.)  Licensed Household Goods carriers;

(i.)        Household Goods moving and storage companies;

(ii.)          Furniture repair services, licensed insurance companies, branches of the U.S. Military, and other interested parties.

Section 2. APPLICATION.  Any individual or entity may obtain membership by making written application and by paying the then current annual dues.  This membership is probationary pending formal approval by the Board of Directors.  The Board of Directors shall consider and act upon each probationary membership after receipt of the written application and dues payment.  The dues paid in connection with any unapproved membership shall be refunded in full.

Section 3. WITHDRAWAL. A member wishing to withdraw may voluntarily terminate membership at any time by notice to the Organization’s Secretary.  No unused portion of membership dues, advertising fees, or other monies paid shall be refunded unless approved by the Board of Directors.

Section 4. TERMINATION FOR NON-PAYMENT.  Membership may be terminated when a member fails to pay dues as required in Article IV. Section 2 when due, or if a member fails to pay an outstanding balance for other services when due.   The procedures for termination of membership for non-payment are as follows:

(a.)  the Board of Directors shall determine those memberships that will be terminated for non-payment and will establish an effective date for such termination, which will be not less than 30 days after the Board acts;

(b.)  not less than 15 days prior written notice of the termination and the reason for termination shall be sent by first class mail to the last address of the member shown on the Organization’s records; and

(c.)   the member shall have the opportunity to be heard in writing by the Board of Directors not less than five days before the effective date of the termination.

Unless the member pays all amounts due in full prior to the effective date of termination or the Board, after considering the member’s written submission, decides not to continue with the termination, the membership shall be terminated on the effective date set by the Board.

Section 5. TERMINATION FOR CAUSE.   Membership may be suspended or terminated for cause. Sufficient cause for such action shall be a violation of these Bylaws, the Code of Ethics, or any agreement, rule or practice adopted by the Organization, or any other conduct prejudicial to the interests of the Organization. If any allegations are made against a member that would constitute cause, the Executive Committee shall investigate such allegations, and if conditions warrant such action, recommend to the Board that such membership be suspended or terminated.  In the event a member of the Executive Committee is personally involved in any allegation, then the entire Board shall take up the investigation.

The procedures for suspension or termination of membership for cause are as follows:

(a.)   the Board of Directors shall review the information provided by the Executive Committee or by the Board, if it is involved in the investigation, and propose to either suspend or terminate the membership and establish an effective date for such suspension or termination, which, in the case of a suspension, will be not less than 18 days after the Board acts, and, in the case of termination, will be not less than 30 days after the Board acts;

(b.)   not less than 15 days prior written notice of the suspension or termination and the reason for suspension or termination shall be sent by first class mail to the last address of the member shown on the Organization’s records; and

(c.)   the member shall have the opportunity to be heard by the Board of Directors in writing  not less than five days before the effective date of the suspension and in writing or orally (including by a teleconference) not less than five days before the effective date of the termination.

There is no requirement that a membership be suspended prior to termination, however, if a membership is suspended, the suspension shall be for a set time period or specific conditions for removing the suspension shall be established.  The Board may act to suspend and terminate a membership simultaneously.  A two-thirds vote of those present and not less than the majority of the entire Board shall be required for the termination of any membership for cause.

Section 6.  GOOD STANDING.  A member in good standing is a member who or which is current in the payment of all dues and other amounts owing and has not been suspended or terminated pursuant to this Article III.

Article IV
DUES

Section 1. DUES. The annual dues for membership in the Organization shall be set and assessed at a level as decided by the Board of Directors.

Section 2. NON-PAYMENT OF DUES. Dues not paid within a reasonable period of the billing date, as adopted by the Board of Directors, may result in termination of membership privileges as indicated in Article III, Section 4 of these Bylaws. 

Article V
GENERAL MEMBERSHIP MEETINGS

Section 1. ANNUAL MEETING. The Annual Meeting of the members of the Organization for the purpose of electing Directors and for any other general business shall be held on such date, at such time and at such place inside of or outside of Indiana as is decided by the Board of Directors.  At the Annual Meeting, (a) the president and treasurer or the president’s and treasurer’s designees shall report on the activities and financial condition of the Organization; (b) the members shall elect the elected members of the Board of Directors; and (c) the members shall consider and act upon other matters as may be raised consistent with the notice provisions of these Bylaws. Unless at least one-third of the voting power is present in person, the only matters that may be voted upon at the Annual or a regular meeting of members are those matters that are described in the meeting notice. 

Section 2. NOTICE.    Notice of the Annual Meeting shall be given to the members not less than 30 calendar days in advance of the meeting.  The notice shall give the time, place, and purposes of the meeting.  Notice shall be given by being posted on the Organization website and published in the Organization newsletter sent to all members at the address provided by each member.

Section 3. SPECIAL MEETINGS.   Provided that the President has been authorized by a majority of the Board of Directors via electronic or phone poll to call such a meeting, the President may call a Special Meeting of the general membership at any time.   In addition, the holders of at least 10% of all the votes entitled to be cast on an issue proposed to be considered at a Special Meeting may sign, date, and deliver to the Organization’s Secretary at written demand for a Special Meeting to be held.  The written demand must describe the purpose for which the meeting is to be held.  The close of business on the 30th day before delivery of the demand for a Special Meeting to the Secretary is the record date for determining if the 10% requirement has been met.  Notice of the Special Meeting demanded under this section must be given within 30 days after the date the written demand is delivered to the Organization’s Secretary.  Notice of a Special Meeting shall be given in the same time and manner as for an Annual Meeting.  Only those matters that are within the purposes described in the meeting notice may be conducted at a Special Meeting of members.    

Section 4. VOTING. Only those members in good standing at the close of the business day preceding the date on which notice is given (the Record Date) shall be entitled to vote at the Annual Meeting or a Special Meeting. There will be one vote per fully paid membership. 

Each member that is an entity must designate the individual who is eligible to cast the vote for such member.  Members must be present to vote.   Proxy voting is prohibited.

Section 5. QUORUM.  Fifty or more members in good standing, appearing in person, shall constitute a quorum for the transaction of business at any properly constituted Annual Meeting or Special Meeting, and may act by a majority of those present, except that elected directors are elected by a plurality of the votes cast by the members entitled to vote in a meeting at which a quorum is present. 

Section 6.  ACTION WITHOUT MEETING.  Action required or permitted to be approved by the members may be taken without a meeting of members if the action is approved by members holding at least 80% of the votes entitled to be cast on the action.  The action must be evidenced by at least one written consent describing the action taken that meets the following conditions:  (a) is signed by the members representing at least 80% of the votes entitled to be cast on the action; and (b) is delivered to the Organization for inclusion in the minutes or filing with the Organization’s records. 

Requests for written consents must be delivered to all members.  The Record Date for determining members entitled to take action without a meeting is the close of the business day on the date preceding the date the notice requesting the consent is given.  A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.  Action taken under this Section is effective when the last member necessary to meet the 80% requirement signs the consent unless a prior or subsequent effective date is specified in the consent.

Section 7.  ACTION WITHOUT A MEETING BY BALLOT.  Any action that may be taken at an Annual, Regular or a Special Meeting of members may be taken without a meeting by ballot if the Board of Directors decides to submit the proposed action to the membership.  Each member will be sent a written ballot setting forth the proposed action electronically by means of the Organization website and the Organization newsletter sent to all members at the mail address provided by each member.  The ballot will provide an opportunity to vote for or against the proposed action.  The solicitation for votes by written ballot will indicate the number of responses necessary to meet the quorum requirements, the percentage of votes in favor necessary to approve each matter and the time by which a ballot must be received to be counted. Only those members in good standing shall be entitled to vote. There will be one vote per fully paid membership and the member (or designated representative of the member) must cast the vote.  There will be no proxy voting.  Approval by written ballot is valid only when the following occur:  the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.  A written ballot may not be revoked.  Any and all action taken in pursuance of a majority electronic, email, facsimile, or written vote in such case shall be binding upon the Organization in the same manner as would action taken at a duly called meeting. 

Section 8.  LIST OF MEMBERS ENTITLED TO NOTICE OF MEETING.  After fixing a Record Date for notice of a meeting, the Organization shall prepare a list of the names of the members who are entitled to notice of the members’ meeting.  The list must show the address and number of votes each member is entitled to vote at the meeting.   The list of members must be available for inspection by a member for the purpose of communication with other members concerning the meeting beginning five business days before the date of the meeting for which the list was prepared and continuing through the meeting at the Organization’s office or at a place identified in the meeting notice in the city where the meeting will be held.  A member, a member’s agent, or an attorney authorized in writing by a member may, on written demand, inspect and copy the list during regular business hours and at the member’s expense during the period the list is available for inspection.  The list shall be made available at the meeting and anyone authorized in the prior sentence to inspect the list may inspect the list at any time during the meeting or an adjournment of it. 

Article VI
ORDER OF BUSINESS

Section 1. ORDER.  The order of business for the Annual or special meetings of the members shall be determined by these Bylaws and the Policies and Procedures approved by the Board of Directors. 

Section 2. RULES.  The rules contained in the current edition of “Robert's Rules of Order Newly Revised” shall govern meetings of the Organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order or Policies and Procedures the Organization may adopt.

Article VII
BOARD OF DIRECTORS

Section 1. GOVERNMENT OF THE ORGANIZATION.   The property, affairs, business and concerns of the Organization shall be vested in a Board of Directors, consisting of such number of directors as is from time to time determined by the Board of Directors up to a maximum of 15 Directors.  All Directors must be members in good standing or the designated representative of a member in good standing.  Until changed, the number of directors shall be 15 and shall be designated as follows:

(a.)  There shall be six Designated Directors.  Five of the Designated Directors will be known as Carrier Directors and one will be known as an Insurance Company Director.  The Board of Directors will select which companies will fill the Designated Director positions not more frequently than once a year.  The term of each of the Designated Directors will continue until the Designated Director resigns or is removed pursuant to Section 7.  A “Carrier Director” is an employee of a licensed household goods carrier.  A Carrier Director may at no time be a prime agent or employee of a prime agent for a carrier.   An “Insurance Company Director” is an employee of a licensed insurance company that insures household goods while they are being transported by a household goods carrier or moving agent or are in storage at a moving and storage agent.

(b.)  The other nine Directors shall be At Large Directors. At Large Directors will consist of individuals representing nine different organizations and at no time will more than one representative from any organization be allowed to hold a seat concurrently with another representative from the same organization.

All At Large Directors will be elected by the membership at the Annual Meeting and shall hold office for a term of three years.  The terms of At Large Directors will be arranged so that approximately one-third of the At-Large Directors shall be elected annually. 

The members of the Board shall, upon election, enter into the performance of their duties in office until their successors shall be duly elected.

Section 2. NOMINATING COMMITTEE. The President shall appoint a Nominating Committee consisting of three active members in good standing, whose duty it shall be to recommend at least one member in good standing per available At Large Board seat to be voted on at the Annual Meeting. These recommendations shall be sent to the membership at least 30 calendar days before the Annual Meeting.

Section 3. ELECTIONS. Additional nominations of members in good standing may be made in written form to the Organization office, with five written seconds.  Written nominations along with all five seconds must be received in the Organization office no later than seven calendar days prior to the meeting.  A simple vocal acclamation may elect a single slate of nominees. A multiple slate of nominees will result in a secret written ballot being taken at the meeting from among the members in good standing who are in attendance.  The President shall appoint tellers to count and announce the vote; those nominees receiving the largest number of votes for the vacancies to be filled shall be declared elected; and a tie shall be decided by lot.

Section 4. DUTIES. The Board of Directors shall have control and management of the affairs of the Organization, with authority to engage assistants, elect Officers, fix salaries, admit, suspend, or expel members, and to do everything necessary and desirable in the conduct of the Organization's business, in accordance with these Bylaws. Except as otherwise provided, actions of the Board shall be governed by the vote of a majority of those present during a vote.  If a Board Member cannot be present, he/she may vote in advance of the meeting on items specifically listed on the meeting agenda provided that vote is submitted in written form via mail, confirmed fax, or confirmed email to the Organization office no later than seven calendar days prior to the meeting at which the vote is to take place.

Section 5. MEETINGS. One Annual Meeting of the Directors shall be held each year.  The President may issue a call, when necessary, for a special meeting of the Board.   Twenty percent of the directors then in office may also call and give notice of a meeting of the Board.  No less than 10 calendar days notice shall be required for such special meetings. 

Notice of Board meetings may be given or sent by mail, fax or e-mail to the address of the Directors provided to the Secretary.  Special meetings may be conducted through the use of any means of communication in accordance with the Policies and Procedures approved by the Board of Directors.

Section 6. QUORUM. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any duly announced meeting.

Section 7.  ACTION TAKEN WITHOUT MEETING.  The Board of Directors may take action without a meeting if the action is taken unanimously by all members of the Board of Directors.  Such action shall have the effect of a meeting vote.   

Section 8.  RESIGNATION.  A director may resign at any time by delivering written notice to one of the following: (a) the Board of Directors; or (b) the President or Secretary of the Organization.  A resignation is effective when the notice is received unless the notice specifies a later effective date.   

Section 9.  REMOVAL.  A Designated Director may be removed with or without cause by the person appointing the director. The person removing the director must do so by giving written notice of the removal to the director and the Organization’s President or Secretary.  Removal under this provision is effective when the notice is received, unless the notice specifies a later effective date.  However, a director elected by the Board of Directors to fill the vacancy of a director elected by the members may be removed without cause by the members but not by the Board of Directors.   A Designated Director will also automatically be removed when the Board of Directors by majority vote re-designates the company entitled to fill a Designated Director position.  The Board of Directors may remove an At Large Director with or without cause by the vote of a majority of the directors then in office.  The members may remove an At Large Director with or without cause if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.  An At Large Director may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose of the meeting is the removal of the director.

Section 10.  FILLING VACANCIES.  If a vacancy occurs among the At Large Directors, including a vacancy resulting from an increase in the number of directors, one of the following may occur:  (a) the Board of Directors may fill the vacancy; or (b) If the directors remaining in office constitute fewer than a quorum of the Board of Directors, the remaining directors may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.  If a vacancy occurs among the Designated Directors, only the person who appointed the director may fill the vacancy.  A vacancy that will occur at a specific later date because of a resignation or removal effective at a later date may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.

Article VIII
OFFICERS

Section 1. OFFICERS.  The Officers of the Organization shall be: President, Vice-President, Secretary and Treasurer, each of whom shall be a Director. The Officers shall be chosen by the majority of the Board of Directors at the Annual Meeting of the Board, or at a special meeting called for that purpose, and shall hold office for two years, or until their successors are elected.  The offices of Secretary and Treasurer may be held by one person.

Section 2. PRESIDENT. The President shall preside over all regular and special meetings of the Board of Directors and the members and shall perform such other duties as provided in these Bylaws and by direction of the Board of Directors. The President shall appoint all standing and special committees deemed necessary to carry on the work of the Organization.

Section 3. VICE PRESIDENT. The Vice President shall assist the President and perform the duties of the President in the President's absence or inability to serve.

Section 4.  SECRETARY. The Secretary shall prepare and keep or cause to be kept, at the principal office or other such place as the Board may order, minutes of all the meetings of the members and the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Board and committee meetings, and the proceedings of them.  The Secretary shall keep, or cause to be kept, at the principal office in the State of Indiana the original or a copy of the Organization’s Articles of Incorporation and Bylaws as amended to date. The Secretary shall authenticate records of the association. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by these Bylaws or by law to be given; and shall have such other powers and perform such other duties as may be prescribed by the Board or the President. The Secretary may delegate some or all of the duties of the office to the Organization staff.

Section 5.  TREASURER. The Treasurer is the chief financial officer of the Organization and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transaction of the Organization. The Treasurer shall receive all monies and checks of the Organization and deposit the same in such bank or trust company in the name of the Organization.  All funds so deposited shall be withdrawn and paid out by check of the Organization signed by the Treasurer. The Treasurer shall keep proper books of accounts, and also keep proper receipts and disbursement vouchers. The books and papers in his/her possession shall be open to all members of the Organization for their inspection. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board or the President. The Treasurer may delegate some or all of the duties of the office to the Organization staff.

Section 6.  RESIGNATION.  An officer may resign at any time by delivering notice to one of the following:  the Board of Directors, the President or the Secretary.   A resignation is effective when the notice is received unless the notice specifies a later effective date. If a resignation is made effective at a later date; and the Organization accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

Section 7.  REMOVAL.  The Board of Directors may remove an officer with or without cause at any time.

Article IX
COMMITTEES

Section 1. The President, Vice President, Secretary and Treasurer shall constitute an Executive Committee. They may exercise the powers of the Board when the Board of Directors is not in session and communication with the entire Board is not possible to react to the emergency issue at hand in a timely manner.  The Executive Committee shall report to the entire Board of Directors as soon as is reasonably possible. The President, who shall act as the Chairman of the Committee, may call Executive Committee meetings which may be conducted through the use of any means of communication in accordance with the Policies and Procedures approved by the Board of Directors. 

Section 2. The President shall appoint other committees from time to time.

Article X
INDEMNIFICATION/INSURANCE

Section 1.  STANDARD OF CARE. If an individual is made a party to a proceeding because the individual is or was a director or officer of the Organization, the Organization shall indemnify the individual against liability incurred in the proceeding if:               

(a.)    the individual’s conduct was in good faith;

 

(b.)    the individual reasonably believed:

 

(i)            in the case of conduct in the individual’s official capacity with the Organization that the individual’s conduct was in the Organization’s interests; and

 

(ii)           in all other cases, that the individual’s conduct was at least not opposed to Organization’s best interests; and  

               (c.)   in the case of any criminal proceeding, the individual:

(i)            had reasonable cause to believe the individual’s conduct was lawful; and


                      (ii)         had no reasonable cause to believe the individual’s conduct was unlawful.

The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not determinative that a director did not meet the standard of conduct described.

Section 2.  REQUIRED INFORMATION. The Organization shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party, because the director is or was a director of the Organization, against reasonable expenses actually incurred by the director in connection with the proceeding. 

Section 3.  REIMBURSEMENT OF EXPENSES. The Organization may pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if the following occur: 

(a.)    the director or officer furnishes the Organization a written affirmation of the director’s or

  officer’s good faith belief that the director or officer has met the standard of conduct       

  described in Section 1;

 

(b.)    the director or officer furnishes the Organization a written undertaking, executed personally  

  on or the director’s or officer’s behalf, to repay an advance if it is ultimately determined that

  the directoror officer didnot meet the standard of conduct; and 

 

(c.)    a determination is made that the facts then known to those making the determination would

  not preclude indemnification under the Indiana Nonprofit Organization Act of 1991 (the “Act”). 

The undertaking required by this Section 3 must be an unlimited general obligation of the directoror officer, is not required to be secured and may be accepted without reference to financial ability to make repayment.

Section 4.  REQUIRED DETERMINATION. The Organization may not indemnify a director or officer under Section 1 unless authorized in the specific case after a determination has been made that indemnification of the director or officer is permissible in the circumstances because the director of officer has met the standard of conduct set forth in Section 1. The determination shall be made by one of the following procedures: 

(a.)    by the Board by majority vote of a quorum consisting of directors not at the time parties to  

  the proceeding;

 

(b.)    if a quorum cannot be obtained under (a), by majority vote of a committee designated by the

  Board consisting solely of at least two directors not at the time parties to the proceeding,    

  provided that directors who are parties may participate in the designation; or

      (c.)    as otherwise provided in the Act.

Section 5. INSURANCE. The Organization shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Organization against any liability asserted against him/her or incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the Organization would have the power to indemnify him/her against such liability under the provisions of this Article.

Section 6. INVALIDITY.  The invalidity or unenforceability of any provision hereof shall not in any ways affect the remaining portions hereof which shall continue in full force and effect.

Article XI
AMENDMENTS

Section 1. These Bylaws or any part of them may be altered, amended, or repealed at the Annual Meeting of the Organization, or at any special meeting called for that purpose, by a two-thirds vote of those members present who are eligible to vote. The notice of the meeting shall set forth in full such proposed alteration or amendment or repeal.