BYLAWS

(As voted on at the meeting of the members of the Association held on May 5, 1995 and as further amended on December 5, 1996 and December 7, 2011.)

ARTICLE I

Name: Objective

Section A NAME

The name of this association shall be the AMERICAN MARINE INSURANCE FORUM hereinafter called “THE FORUM.”
 

Section B OBJECTIVE
 

The Purposes of THE FORUM are:
 

To promote advanced education in the field of ocean marine insurance; to foster friendship and better understanding among younger members of the ocean marine insurance community; to provide them with opportunity for leadership and fellowship; and, to encourage discussion of the topics of interest to ocean marine insurers.

ARTICLE II

MEMBERSHIP

Section A CHARTER MEMBERS

All members recorded on the original list of members by the Secretary as of the date this body was constituted are Charter Members.
 

Section B TYPES OF MEMBERSHIP
 

There shall be five types of membership in THE FORUM Active Membership, Associate Membership, Limited Membership, Non-Resident Membership and Honorary Membership. The number of members shall be at the discretion of the members and Board of Directors.
 

Section C ACTIVE MEMBERSHIP
 

Any individual may be considered for active membership if he or she has fulfilled all of the following prerequisites:
 

Is less than forty-five years of age

Has not less than five years in an ocean marine related field

Shall presently be employed in the greater New York City area in the underwriting or claims department of an insurance company, reinsurance company or syndicate writing ocean marine insurance, or with an association or other company involved in the field of ocean marine insurance.
 

Candidates for Active Membership must be proposed and seconded by two Active Members in good standing over their own signatures. The Membership Committee shall receive such proposals and refer them to the Board of Directors with a written recommendation. The candidate may be elected only by a majority of the Board of Directors at any meeting of the Board of Directors or by a majority of the voting members at any annual or special meeting of the members.
 

An Active Member in good standing is one who has complied with and meets all the qualifications of Active Membership, and had been duly elected to THE FORUM and has paid all the dues of the current year.
 

Active Membership in THE FORUM shall automatically terminate on December thirty-first following the member’s forty-fifth birthday, and as provided below such member shall automatically become an ASSOCIATE MEMBER.
 

Any individual who has attained the age of forty-five and does not enjoy active membership in THE FORUM may be considered for Associate Membership provided all the employment qualifications pertaining to the Active Membership are fulfilled.

Candidates for Associate Membership shall be subject to election in the same manner as candidates for Active Membership.
 

Associate Members shall have all the privileges of Active members except that they may not vote, hold any office, be a Director, serve on any standing committee, participate in meetings called for the election of Officers and Directors or for the amendment of the Bylaws of THE FORUM nor may they have any voice in the operation of THE FORUM.
 

Section D LIMITED MEMBERSHIP
 

Any individual may be considered for limited membership if he or she has fulfilled all of the following prerequisites:
 

Is under forty-five years of age

Has not less than one year experience in the ocean marine insurance field in the greater New York area

Shall presently be employed as described in Section C.

Limited members shall automatically succeed at Active membership in THE FORUM at such time as they have fulfilled the requirements set forth in Section C of this Article (Active Membership).
 

Candidates for Limited Membership shall be subject to election in the same manner as candidates for Active Membership.

Limited members shall have all the privileges of Active members, except that they may not hold office, serve as Chairman on any committee, nor may they propose individuals for Membership in THE FORUM. However, they may serve as Director.
 

Section E NON-RESIDENT MEMBERS
 

Any member in good standing shall become a Non-resident member upon relocation outside of the greater New York area, provided he or she makes such relocation known to the Secretary, advises the Secretary in writing of his or her new mailing address, and continues to fulfill all other employment qualifications for Active Membership.

Non-resident members shall have the same privileges as Associate members as described in Section C.
 

Section F RETURN OF NON-RESIDENT MEMBERS
 

Upon the return of the non-resident member to the greater New York area, he or she may immediately resume full active or limited membership status, whichever status was enjoyed prior to leaving, without having to comply with the requirements of Section C, or D as would otherwise be applicable.
 

Section G HONORARY MEMBERS
 

Any member in good standing who shall retire from ocean marine underwriting or claims field upon a majority vote of the Board of Directors, shall be eligible for Honorary Membership. Additionally, the Board of Directors may from time to time elect as an Honorary member any individual in the interest of the objectives of THE FORUM. Such Honorary members shall have the same privileges as an Associate member.
 

Honorary members shall have no obligation to render dues and shall be allowed to participate in THE FORUM functions as if they were a member in good standing.

ARTICLE III

OFFICERS AND DIRECTORS

Section A COMPOSITION AND ELIGIBILITY
 

The Officers of THE FORUM shall consist of President, a Vice President, a Treasurer and a Secretary.
 

The President, Vice President, Treasurer, and Secretary, with five other Active members to be elected by a majority of the voting members in good standing at the annual meeting of members, or at a subsequent meeting of members duly called, shall form the Board of Directors. In order to be eligible to be elected as an Officer or Director, each candidate must be an Active Member. Each Director shall have one vote on questions before the Board of Directors.
 

The term of office of Officers and Directors shall be one year beginning on January first of the year following their election.
 

No officer, with the exception of the Secretary, may be elected to more than two successive one-year terms; though an officer may be elected to another office. No Director may be elected for more than two successive terms.
 

Section B DUTIES OF THE BOARD
 

The Board of Directors shall have general charge, management, and control of the affairs, funds and property of THE FORUM and shall authorize and control all expenditures. They shall have full power, and it shall be their duty to carry out the purpose of THE FORUM according to law and as provided by the Bylaws.
 

Section C DUTIES OF OFFICERS
 

The President shall preside at all meetings of THE FORUM and at all meetings of the Board of Directors. The President may call a special meeting of THE FORUM whenever he or she may deem it necessary and it shall be his or her duty to do so, at any time, at the request in writing of not less than one quarter of the then current Active and Limited members in good standing.
 

The President shall appoint a Program Committee Chairman, a Membership Committee Chairman, an Education and Publication Committee Chairman, a Nominating Committee Chairman (as provided below), and any special committee which he or she may deem necessary. The President shall be an ex officio member of all standing and special committees.

The Vice President shall perform all the duties pertaining to the office of the President when the latter is absent or unable to act. The Vice President shall also perform such duties as may from time to time, be assigned to him or her by the President or the Board of Directors.
 

The Treasurer shall attend to the collection and safekeeping of all the monies due THE FORUM and deposit same in such bank or banks as the Board of Directors direct; and see that correct accounts are kept of receipts and expenditures; and submit the same to the annual meeting. All disbursements shall as far as practicable, be made by check or bank card. All checks shall be signed: (1) by any two of the Officers; or (2) by one Officer and a Director who is not an Officer. All accounts of THE FORUM must identify at least three individual Directors in addition to THE FORUM, and all bank statements must be provided to every Director. The Treasurer shall also perform such other duties as may, from time to time, be assigned to him or her by the President or the Board of Directors.
 

Section D FILLING OF VACANCIES
 

In the event of the inability of an Officer or Director to serve his or her full term of office, The President (or, in the absence or inability of the President, the Vice President) shall appoint an Active Member to serve during the unexpired period. This appointment shall be subject to approval by the Board of Directors at their next meeting following the appointment. Service during this period shall not be considered as having served a term of office.

ARTICLE IV

STANDING COMMITTEES

Section A - PROGRAM COMMITTEE
 

The President shall appoint a Director as Chairman, and he or she, in turn, shall choose additional Active and/or Limited Members to serve on the committee.
 

The Program Committee shall be responsible for the planning of THE FORUM Luncheon Program and such other functions as the committee sees fit, with the approval of the Board of Directors.
 

Section B - MEMBERSHIP COMMITTEE
 

The President shall appoint a Director as Chairman, and he or she, in turn, shall choose additional Active and/or Limited Members to serve on the committee.
 

The Membership Committee shall receive all applications for membership to THE FORUM and after approval by the Committee, the Chairman shall then present same with the Committee’s recommendation, in writing, at the next Board of Directors meeting or at any annual or special meeting of members.
 

Section C - EDUCATION AND PUBLICATION COMMITTEE
 

The President shall appoint a Director as Chairman, and he or she, in turn, shall choose additional Active and/or Limited Members to serve on the Committee. At least two members of the committee shall be reappointed for one year after the first term of service. However, no member shall serve on the committee for more than two consecutive years.

The Education and Publication Committee shall review publications and periodicals for the purpose of accumulating matters of interest and shall assemble and submit them to the Board of Directors, for their recommendations. It shall also be the duty of the Education and Publication Committee, upon recommendation from the Board of Directors, to prepare such educational material for distribution to the members and other interested parties. In no event shall this material be sold by THE FORUM or shall THE FORUM receive any remuneration from the preparation of this material. It shall also be the duty of the Education and Publication Committee to perform such other functions as the Board of Directors may approve.
 

Any contracts, which the Committee shall deem to enter into with other parties in performance of their duties, shall be first submitted to the Board of Directors for approval.
 

Section D - NOMINATING COMMITTEE
 

The President, at least thirty days before the annual meeting, shall appoint a nominating committee composed of not less than five Active Members, no two members being associated with the same company, and identify a Chairman of the Nominating Committee. No member of the Nominating Committee may serve for more than five successive one-year terms on the Committee. At least fifteen days before the annual meeting of members, the Chairman of the Nomination Committee shall file a report with the Secretary stating the names of the persons nominated by the Committee for the office(s) and/or Board positions to be filled for the ensuing year. Such nominees shall be considered in nomination without formal notice or motion upon the filing of the report of the Nominating Committee with the Secretary, but the filing of such report shall not preclude an Active or a Limited Member from making other nominations at the annual meeting when any Officer or Director is to be elected. At least ten days before the annual meeting, the Secretary shall circulate the report of the Nominating Committee to the membership.

ARTICLE V

MEETINGS
 

At any Board of Directors meeting, the five Officers and/or Directors shall constitute a quorum. If no quorum be present, the presiding Officer shall adjourn the meeting after reasonable time and another meeting shall be scheduled promptly.
 

The annual meeting of THE FORUM shall be held on the third Thursday in November of each year, (traditionally the same day as the American Institute of Marine Underwriters Annual Dinner), if not a legal holiday, or if a legal holiday, then the next business day.

The Officers and Directors shall be elected by a majority of the voting members represented at the annual meeting. Members not present at such annual meeting may vote by absentee ballot duly executed. A minimum of twenty ballots cast by voting members in good standing must be recorded in order for the election of Officers and Directors to be binding.
 

The Officers and Directors shall meet at least once each three months and at such other time and place as they, from time to time, shall determine.
 

Special meetings of members, as provided herein, may be held after the Secretary had given at least ten days written notice of the time, place, and purposes of any such special meeting to the membership.
 

Any motion, other than for proposal of a candidate for membership or for election of Officers and Directors, presented at any annual or special meeting of the members shall not be considered passed unless an affirmative vote of at least two-thirds of the voting members in good standing is recorded.
 

Any motion presented at any Board of Directors meeting shall not be considered passed unless an affirmative vote of a majority of the attending Officers and/or Directors on good standing is recorded.

ARTICLE VI

DUES

Prior to December 31st of each year, the Secretary shall send notice of the dues for the ensuing year to the membership. The annual dues for all members of THE FORUM shall be due and payable within sixty days after receipt of such notice. The Board will determine from time to time what the dues will be

The Treasurer shall be required to send one notice citing “Article VI Dues’ to those members whose dues are delinquent: such notice to be sent on or before the first day of April of each year. The Treasurer shall submit to the Directors a list of the members whose dues are not paid as of the first day of May each year.
 

At the first meeting of the Board of Directors following the receipt of the lists of members delinquent, the Board of Directors shall have the right to terminate the membership of any member(s) whose dues are unpaid as of the date of the meeting. Such action shall be by majority vote of the Officers and/or Directors present.
 

It shall be the duty of the Secretary to notify the delinquent members of the action taken by the Board of Directors.
 

Any members wishing to reinstate their membership must, in addition to satisfying the requirements for membership as defined in Article II of the Bylaws, pay $15.00 reinstatement charge in addition to the full annual dues if reinstated.

ARTICLE VII

ORDER OF BUSINESS

The order of business at annual and special meetings shall be as follows:

• Call to order
• Reading of the minutes of the previous meeting
• Reports of the Officers
• President;  Vice president
• Secretary; Treasurer (including review of THE FORUM’s finances and accounts)
• Reports of the standing committees and action thereon
• Program Committee
• Membership Committee
• Education and Publications Committee
• Special Committee
• Nominating Committee
• Unfinished Business
• New Business
• Adjournment