WINDSTORM INSURANCE NETWORK BYLAWS
Amended January 21, 2021
ARTICLE I: NAME AND MISSION
SECTION 1. This organization shall be known as the “WINDSTORM INSURANCE NETWORK, INC.” and is hereinafter referred to as “WIND.”
SECTION 2. The mission of WIND shall be to foster cooperation among interested individuals and groups regarding coordination of windstorm insurance and claims practices through education and training, including encouragement of high ethical standards of conduct and professionalism among its members and other industry participants.
ARTICLE II: MEMBERSHIP
SECTION 1. MEMBERSHIP CATEGORIES
- a. Regular Membership: Any individual shall be eligible for Regular Membership in WIND by meeting one or more of the following criteria:
- Any licensed insurance claims adjuster, claims investigator, claims supervisor, or licensed insurance agent employed on a full-time basis with any insurance carrier licensed to do business in the State of Florida or otherwise shall be deemed eligible for membership.
- Those persons whose employment and professional responsibilities are directed toward windstorm insurance issues in the State of Florida or otherwise, either in the public or private sectors, including, but not limited to, claims adjusters, underwriters, sales producers or agents, risk managers, governmental agency employees, engineers, CPAs, lawyers, construction consultants, public adjusters, legal assistants, private investigators, or others whose responsibilities and duties are directed toward windstorm insurance issues.
- b. Company Membership: A company is eligible for membership in WIND when a substantial number of its employees meet the requirements of Regular Membership in 1.a. above. Companies purchasing this type of membership will be able to designate those individuals accepting a WIND Regular Membership through the company up until the date that registration opens for the upcoming WIND conference. It will remain the responsibility of the company to timely provide those names. As with dues owed by Regular members, the dues for Company Members shall be established by the Board of Directors and may be amended upon three-fourths (3/4) vote of the Board of Directors at a regularly scheduled meeting of the Board of Directors.
- Honorary Membership: Any individual whose personal or professional activities have significantly contributed to the advancement of windstorm insurance issues shall be deemed eligible for Honorary Membership in WIND. Honorary members shall not be required to pay annual dues or attend regular membership meetings in order to maintain Honorary Membership in WIND. Those members who have served as President of WIND shall be automatically categorized as Honorary Members upon conclusion of his/her term as President. Any other members seeking this Honorary Member status must request same in writing and/or be recommended in writing with approval by a two-thirds (2/3) vote of the WIND Board of Directors.
- Retired Membership: Any former member who has been a member in good standing for a consecutive period of at least two years prior to their retirement from active employment in the windstorm insurance industry may become a retired member. Retired members shall be eligible to retain this distinction or be privileged to attend the meetings of the association if, after his/her election, he/she becomes associated with any business in any capacity conflicting with the qualifications and objectives set forth for membership and participation in the organization. Retired members shall not be eligible to vote or hold office.
SECTION 2. Applications for membership in WIND shall be submitted to WIND at its corporate address, online through the WIND website, or delivered to any member of the Board of Directors using an approved Membership Application Form containing the name and signature of a Regular Member as Sponsor of the applicant. Payment of one year’s membership dues shall be submitted with the application.
SECTION 3. All applications for membership shall be reviewed for approval by the Executive Director and the Officers of WIND at a regularly scheduled meeting upon demonstrating eligibility for membership pursuant to these Bylaws and satisfactory personal and professional reputation or standing in the community. The decision of WIND in approving or rejecting an application for membership shall be final.
SECTION 4. Termination of membership/expulsion:
- Any Regular Member who has failed to remit advance payment of annual dues on or before their anniversary date of each calendar year shall be subject to automatic termination of membership/expulsion if annual dues remain unpaid for a period of ninety (90) days, without requiring further action of the Board of Directors or Officers of WIND. Upon payment of annual dues, membership shall be reinstated automatically without requiring further action by the Board of Directors or Officers of WIND, provided, however, any member whose annual dues have remained unpaid for a period of time in excess of twelve (12) months shall be required to resubmit an application for membership and comply with the procedures and requirements for application as set forth in Article II, Section 2.
- Any Member who has engaged in conduct prejudicial to the interests and objectives of WIND; or who is engaged in unethical or unprofessional conduct; or who has engaged in any illegal or criminal activities under state or federal law; or who has engaged in any activities prescribed under the criteria for membership set forth in these Bylaws; or who has been reprimanded, suspended, terminated, or subject to civil, criminal, or administrative proceedings relating to professional licensure or employment serving as the basis for eligibility under the membership criteria set forth in these Bylaws, shall be subject to termination of membership/expulsion upon three-fourths (3/4) vote of the Board of Directors at any time.
- Any member of WIND whose membership has been terminated or who has been expelled for any of the reasons set forth in Article II, Section 4(b) shall not be eligible for reinstatement to membership for a period of at least two (2) years from the date of termination/expulsion and may only be reinstated by unanimous approval by the Board of Directors after compliance with the procedures and requirements for application as set forth in Article II, Sections 2 and 3.
ARTICLE III: ELECTION, TERMS, AND OFFICES
SECTION 1. OFFICERS. The Officers of WIND shall be the President, First Vice-President, Second Vice-President, Secretary, and Treasurer. No member in good standing may hold the office of President, First Vice-President or Second Vice-President until such time as they have served as a Secretary, Treasurer, or Director for a total period of at least two (2) years.
SECTION 2. BOARD OF DIRECTORS. The Officers and twelve (12) other members of WIND, duly elected, shall constitute the Board of Directors (hereafter “BOD”). The immediate Past President shall remain on the BOD for one year as one of the twelve (12) Directors.
SECTION 3. TERMS OF OFFICE. The officers and BOD shall hold office for a term of one (1) year or until the election of their respective successors for four (4) consecutive one (1) year terms. Should the office of the President become vacant by reason of termination or resignation during the term of office, the First Vice-President shall succeed to the office of the unexpired term. Vacancies in all other elected offices shall be filled for the unexpired term by majority vote of the Board of Directors.
Any board member seeking to become an officer remains eligible for a maximum of 3 years after the end of their four consecutive one-year terms if the member has submitted an application through the nominating process each consecutive year. The general rule is that a director serve a minimum of two years before being eligible to be an officer. However, this two-year requirement can be waived by the nominating committee. If a board member does not become an officer prior to the expiration of the 3-year period eligibility to serve on the executive board (President, Vice President, Second Vice President, Treasurer, and Secretary)* within three years after rolling off the board that individual must go through the process of election to the board in the same way as any other prospective board member.
SECTION 4. ELECTION. The election of Officers and Board Members shall take place at the general membership meeting held in each calendar year upon majority vote of the membership in attendance. The elected Officers and Board Members shall assume their duties at the conclusion of the general membership meeting at which they are elected.
SECTION 5. NOMINATIONS. The President, following consultation with the other Officers, shall appoint a Nominating Committee to propose a slate of Officers and members of the BOD for the next election after the BOD’s summer meeting, but no later than September 1st of the year preceding the general membership meeting at which the elections will take place. The Nominating Committee shall consist of five (5) members of WIND: the First Vice-President will chair the Nominating Committee, two (2) current BOD members who are not seeking election as Secretary, one past WIND President, and one (1) at large WIND member. Within three (3) business days after the Nominating Committee is formed, WIND’s Executive Director will email all WIND members regarding open BOD positions and post same on the WIND website with an application form to be completed and signed by the applicant. The application will include a deadline for submission to the Executive Director and a request for the following information:
- Letter of intent to serve and level of interest in serving as Secretary or a Director;
- Self-appraisal form describing how the candidate has demonstrated the expected competencies for board members in the past, his/her contributions to WIND, what he/she believes to be the major concerns facing WIND and WIND’s membership, and the skills or experience that he/she would expect to contribute to WIND and the Board;
- Curriculum vitae;
- Description of how the applicant will provide the necessary time for Secretary or BOD service in light of his/her current work demands; and
- Names of two (2) references with names and contact information.
The application form must be completed and forwarded to WIND’s Executive Director no later than 60 days before the WIND BOD’s fall meeting, and he/she will then distribute same immediately upon receipt to the Nominating Committee and Officers for review and consideration. The Nominating Committee will meet and confer, either in person or via telephone, within 30 days of the application deadline to discuss the applicants and formulate a proposed slate to propose to the BOD. In advance of the proposed slate, the chair of the nominating committee will notify applicants of whether they were successful or would need to re-apply at a future time. The chair will also ensure that the proposed slate members have had no change in circumstance and maintain an ability and intent to serve now that they have been nominated. The President serves as an ex officio member of the Nominating Committee and should be notified of the proposed slate in advance of the fall meeting by the Nominating Committee chair. The Nominating Committee will make no other disclosures of any person(s) comprising the slate of nominees until the BOD votes on and approves same.
SECTION 6. SUCCESSION. It shall be the policy of WIND to automatically have the First Vice-President succeed the President on a yearly rotation basis.
SECTION 7. DUTIES OF OFFICERS: The duties of the Officers shall include, but not be limited to, the categories designated herein.
- President. To conduct the business of WIND, including responsibility for attending each general membership meeting and each Board of Directors meeting, signing checks in the absence of the Treasurer, verifying continuation and/or any necessary acquisition of insurance for WIND, correspondence on behalf of WIND, and such other duties as are required by this office.
- First Vice-President. To conduct the business of WIND in the absence of the President. In addition, it shall be the duty of the First Vice-President to appoint the conference program chair for the following year’s Windstorm Insurance Conference and to serve as chair of the Nominating Committee. It shall also be the duty of the First Vice-President to assist the President in any matter requested.
- Second Vice-President. The Second Vice-President shall act in the absence of the President and First Vice-President. In the absence of the Secretary, the Second Vice-President shall record the minutes of the Board of Directors. The Second Vice-President shall be the chair of any Regional Symposium Committee or other educational conference aside from the Annual Conference. It is also the duty of the Second Vice President to submit nominees for committee chairs to the President (see Article VI section 2).
- Secretary. To maintain the minutes of each general membership meeting and each meeting of the Board of Directors.
- Treasurer. To keep and maintain the financial records of WIND, including signing checks and working with such other individuals as may be appointed by WIND to assist with the financial business transactions, record maintenance, and the facilitation of federal tax compliance.
SECTION 8. DUTIES OF BOARD MEMBERS.
- Attend all meetings of the Board of Directors and other business;
- Serve as an active member or chair of a committee of WIND or serve as a liaison for no more than one committee of WIND;
- Perform such other tasks as may be designated by the President.
- Admit, categorize, expel, or suspend members.
- Communicate and interact with other associations having the same or similar interests;
- Devise and carry into execution such other measures as it deems proper and expedient to promote the goals of WIND and protect the interest and welfare of the members;
- Remove any or all of the Board Members of WIND with due cause prior to the termination date of such office;
- Elect substitute Board Members in the event any Board Member resigns or is removed from office prior to the termination date of such office;
- Terminate any contract of any firm, individual, or other entity employed by WIND to perform any and all nature of services to WIND;
- Act as an ambassador to promote WIND and its objectives;
- Oversee and manage WIND’s trademarks, trademark renewals, and response to trademark violations.
SECTION 9: ABSENCE
Should any member of the Board of Directors be absent without cause from three (3) consecutive meetings of the Board or without notifying the President or Secretary of good cause for doing so, and such cause being accepted by the voting members of the Board, the member’s seat on the Board may be declared vacant and the Board may vote to select a substitute Director from the membership of the organization to serve until the remainder of the unexpired term of the vacant seat.
SECTION 10: RESIGNATION
Any Board Member may resign at any time by giving written notice of such resignation to the Board of Directors. Unless otherwise requested and approved by the remaining members of the Board of Directors, resignation shall be effective upon receipt.
SECTION 11: REMOVAL OR TERMINATION OF OFFICE
Any one or more of the Officers or Directors may be removed with due cause at any time by the Board of Directors by two-thirds (2/3) majority vote of the remaining Board Members.
SECTION 12 DELEGATION OF AUTHORITY
The Board of Directors may delegate authority to any board member and/or executive director to conduct the business of the organization in accordance with the policies prescribed by the Board of Directors.
SECTION 13 INDEMNIFICATION PROVISION
To the fullest extent permitted by Florida law, WIND shall indemnify and hold harmless every Director, Officer, and Volunteer acting on approval of or on behalf of the WIND against all expenses and liabilities, including attorneys’ fees, actually and reasonably incurred by or imposed on him/her in connection with any legal proceeding (or settlement or appeal of such proceeding) to which he/she may be a party because of being or having been a Director, Officer, or Volunteer of the WIND. The foregoing right of indemnification shall not be available if a judgment or other final adjudication establishes that the actions of the Director, Officer, or Volunteer acting on approval of or on behalf of the WIND were material to the cause adjudicated and involved:
(A) Willful misconduct or a conscious disregard for the best interests of WIND;
(B) Alleged violation of criminal law;
(C) A transaction from which the person seeking indemnification derived an improper personal benefit;
(D) Recklessness, or an act of omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard for human rights, safety, or property.
In the event of a settlement, the right to indemnification is subject to the finding by at least a majority of the disinterested Directors that the settlement is in the best interest of WIND. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which a Director, Officer, or Volunteer acting on approval of or on behalf of WIND may be entitled, including, but not limited to, all rights under WIND’s Directors’ and Officers’ liability insurance policy, if any.
ARTICLE IV: MEETINGS
SECTION 1. Board meeting dates and locations will be as determined by the Officers and Board of Directors. The objective is to have four (4) meetings a year if possible.
SECTION 2. The President may call a special meeting at any time upon ten (10) days’ notice provided in writing or announced at any General Membership meeting.
SECTION 3. A Quorum at a General Membership meeting shall consist of twenty-five (25) members present which includes at least five (5) Directors and/or Officers of WIND.
A Quorum at a meeting of the Board of Directors shall consist of at least ten (10) Officers and Directors.
SECTION 4. To facilitate timely business operations, the President may authorize the Board of Directors to conduct business via alternative means, such as email, virtual video conference, or teleconference calls, etc.
ARTICLE V: COMMITTEES
SECTION 1. STANDING COMMITTEES of WIND shall include the following:
a. Membership/Professional Designation
Mission: To promote and recognize the interests of those committed to the windstorm insurance industry; to increase and enhance WIND’s perception in the windstorm insurance claim industry and other core groups through increased membership and attendance at WIND conferences; and to manage and promote WIND’s FELLOW and PROFESSIONAL level designations among industry professionals, increasing awareness of, applications to, and participation in the program.
- Conference Program
Mission: To Plan and execute a successful annual Windstorm Insurance Conference incorporating WIND’s themes of education, professional development, and networking opportunities.
- Long Range Planning
Mission: To evaluate and assess WIND’s overall mission, organizational goals, and objectives in one, three, five, and ten-year time objectives.
- Umpire and Appraiser Education and Review
Mission: To make recommendations to the WIND BOD concerning the application/certification/renewal process, the WIND Umpire Guidelines, and the WIND Codes of Ethics. To oversee and address complaints against appraisers and/or umpires through its complaint committee. The WIND President shall serve as the fifth complaint committee member.
Mission: To evaluate/address new issues and changes to WIND’s Bylaws as necessary for BOD approval and membership votes.
- Past Presidents
Mission: To provide continuity and promote the institutional knowledge of WIND, and address issues as directed by the President of WIND.
Mission: To propose a slate of officers and members of the BOD for the next election pursuant to the authority of Article III, Section 5.
Mission: To address any legal or contractual issues that may arise, including review of all contracts before execution on behalf of WIND by any officer or other representative, and to research and advise the BOD regarding all insurance matters and insurance policies.
SECTION 2. The Second Vice President of WIND shall submit a list of nominees of proposed committee chairs to the President within 15 days after the beginning of the President’s and Second Vice President’s term. The President of WIND shall appoint a chair for each standing sub-committee from the list, and verify notification to the appointees and to the BOD of the appointments within 30 days of the beginning of the term as President of WIND. The President will ensure that committee chairs are appointed and report acceptance back to the BOD.
SECTION 3. The duties of each standing committee’s chair shall include the delegation of the standing committee’s duties and responsibilities among its members.
SECTION 4. The members of all standing committees must be members of WIND and shall be appointed at the discretion of the First Vice President of WIND and Second Vice President of WIND, in consultation with the committee chair and with the consent of the President of WIND.
SECTION 5. The duties of the chair of each standing committee of WIND shall begin after the conclusion of the general membership meeting and immediately upon appointment by the President.
SECTION 6. The duties of each standing committee’s chair shall be to regularly convene, attend, and preside over each meeting and to report to the BOD on the activities of the committee. In the absence of the committee chair from a BOD meeting, the Second Vice President of WIND shall obtain and present the committee report to the BOD.
SECTION 7. The President of WIND shall fill any vacancy in a committee without a chair.
SECTION 8. The President of WIND shall have authority to appoint such other special committees as may be appropriate, with the consent of the BOD, to serve a term of no more than one (1) year.
SECTION 9: The Second Vice President of WIND shall be an ex officio member of each committee and will fulfill those duties outlined in Sections 2 and 6.
SECTION 10: The term of a committee chairperson shall not exceed 3 consecutive year
ARTICLE VI: OPERATING PROCEDURES AND AUTHORITY
SECTION 1. The President will have authority to approve expenditures and to disburse funds from the general operating account in order to carry on the duly authorized business of WIND up to Two Thousand Five Hundred Dollars ($2,500.00) without seeking approval from the BOD. Officers will have authority to approve expenditures and to disburse funds from the general operating account in order to carry on the duly authorized business of WIND up to Five Thousand Dollars ($5,000.00) upon majority vote without seeking approval of the BOD.
The BOD will have authority to approve expenditures and disburse funds from the general operating account in order to carry on the duly authorized business of WIND up to the amount of Twenty-Five Thousand Dollars ($25,000.00) for any single expenditure upon majority vote of the Board of Directors at any time. Any single expenditure in excess of Twenty-Five Thousand ($25,000.00) shall require prior authorization by majority vote of the General Membership of WIND at a regularly scheduled general membership meeting or by alternative means as deemed necessary by the BOD.
SECTION 2. All disbursement checks must be signed by either the President or the Treasurer for any disbursements up to Five Thousand Dollars ($5,000.00). All disbursement checks in excess of Five Thousand Dollars ($5,000.00) must be signed by the President and the Treasurer.
SECTION 3. Dues shall be assessed and payable by each Regular Member on or before their anniversary date of each calendar year. The amount of dues shall be established by the Board of Directors and may be amended upon three-fourths (3/4) vote of the BOD at a regularly scheduled meeting of the BOD.
SECTION 4. In the event WIND decides to discontinue operating, it may be dissolved by means of a two-thirds (2/3) vote of the regular membership in attendance at a special meeting called by the President for that purpose after thirty (30) days written notice announcing such special meeting sent to all members of WIND by U.S. Mail or electronic communications. All funds remaining after payment of all outstanding debts are to be given to one or more non-profit organizations, the identities to be decided by majority vote of the members present at the special meeting of WIND called for that purpose.
SECTION 5. The fiscal year of the corporation shall commence on January 1 of the year and terminate on December 31 of that same year.
ARTICLE VII: ETHICS STATEMENT
In accordance with the basic purpose for which it was formed, WIND is charged with the responsibility of providing a forum to promote professionalism in the windstorm insurance industry. WIND has established itself as an organization of members of the highest ethical behavior and excellence in their profession.
One of the fundamental principles of WIND is that its members will conduct the business of WIND and their personal business with the utmost integrity. Each one of us has the responsibility to sustain this principle.
As a member of WIND, each shall strive at all times to live by the highest standards of professional conduct and shall strive to maintain and uphold a standard of honor and integrity that will reflect credit on our profession and the Windstorm Insurance Network, Inc.
ARTICLE VIII: NON-PROFIT STATUS
The Windstorm Insurance Network is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are tax deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
The BOD has adopted a Conflict of Interest Policy which is attached as Appendix A.
ARTICLE IX: RECORDS
WIND shall maintain accurate and current books and records and minutes of all the meetings of the members and BOD at the principal office of WIND. All such records may be inspected by any Director or member or the agent or attorney of either, or any proper person, at any time upon reasonable notification.
ARTICLE X: EXECUTIVE DIRECTOR
The BOD may appoint an Executive Director and enter into a contract with that individual or company which specifies the duties, responsibilities, compensation, and any other pertinent terms. Those duties shall include maintenance and oversight of records storage for WIND.
ARTICLE XI: By-Laws or Articles of Incorporation Amendment
SECTION 1. The By-Laws or Articles of Incorporation of WIND may be amended, repealed, or altered in whole or in part by a two-thirds (2/3) majority vote at any duly organized meeting of the members at which a quorum shall be present. Members will be notified of the proposed changes at least 15 days prior to the time and date of the meeting which is to consider and vote on such change or amendment. The proposed change or amendment to the By-Laws or the Articles of Incorporation shall, prior to notice being given of such meeting, be ratified and approved by the Board of Directors by a majority vote of the voting members present at such Board of Directors meeting. Upon approval and ratification of such amendment to the By-Laws or Articles of Incorporation of WIND by the members as above set forth, the By-Laws committee shall thereupon proceed to prepare such amendment and see to the filing of any document with the proper governmental authority. Copies of such revised and amended By-laws or Articles of Incorporation shall be given to any member upon request.