Independent Insurance Agents & Brokers of New York Inc

“Members are comprised of these classes, as noted in the bylaws article iii, sections 1 & 2: a. Voting members - the voting membership of the association shall be composed of business entities doing business as individuals partnerships, corporations, or other forms of business organizations holding valid new york resident agents and/or brokers' licenses. These organizations shall be in the business of providing insurance and financial services products to end-users. Further, these organizations shall have the ability to represent multiple carriers and own the expirations and renewals on a majority of their business. B. Non-voting members - the non-voting membership of the association shall be composed of the following: i. Associate members shall be individuals who are licensed producers and insurance consultants directly engaged in the insurance business not otherwise eligible for voting membership; ii. Affiliate members shall be all other persons, firms, or corporations engaged in the following businesses which are supportive of the american agency system: insurance companies, independent adjusters, and vendors providing services to independent agencies. The voting members have the right to vote for the regional directors (bylaws article iv section 4), to vote for the member representatives on the nominating committee (bylaws article iv section 5), to vote for the officers (bylaws article iv section 5), to attend annual membership meetings (bylaws article vii section 4) and to approve any amendments to the bylaws (bylaws article xii section 1).”

“The chair of the board, vice chair, & secretary/ treasurer shall be elected by ballot at each annual meeting and hold their respective offices for one year or until their successors have been regularly chosen. (bylaws article iv section 2) the national director shall be elected by ballot at the annual meeting and hold the office for 3 years or until the successor has been regularly chosen. The national director shall be ineligible for re-election after having served two complete 3-year terms. (bylaws article iv section 2)”

“Regional directors, as provided in the articles of incorporation, shall number at least six (6), with at least two (2) from each of the regions, up to nine (9) total for all regions and be elected from among members of the association in good standing and by ballot at the annual meeting. Any member so elected may continue to serve as director only during such period as he/she continues to be a member of the association. Only members located in the region described in article iv section 4 paragraph 6 shall be eligible to vote in the election of the director for that region. At large directors, as provided in the articles of incorporation, shall number up to two (2), and be nominated by the nominating committee, and elected by the expiring board of directors at the annual meeting. Regional directors may serve no more than three (3) consecutive two (2) year terms. At large directors may serve no more than two (2) consecutive two (2) year terms. No director having served the maximum number of terms allowed as noted above, shall be eligible for re-election until at least one (1) year after the expiration of said term. The nominating committee may recommend one (1) year terms to achieve staggered term in each region; however, a director elected to a one (1) year term is still eligible to serve up to three (3) consecutive two (2) year terms. The board of directors shall be comprised of all duly elected regional directors, all duly elected at large directors, all duly elected officers and the immediate past chair of the board. The board of directors shall establish rules of conduct for its members, and upon an affirmative vote of two-thirds (2/3) of the members of the board of directors, excluding the chair of the board, vice chair, secretary/treasurer and national director, present and voting at a regular meeting of the board, may expel a board member for non-compliance with these rules of conduct. In order that directors shall be selected with due regard to geographical distribution, the board of directors in office shall apportion the state into 3 regions by groups of counties. (bylaws article iv section 4)”

“The form 990 is shared with the audit committee of the board which reviews the return on behalf of the board prior to filing. Then it is filed and the board is told about the filing and is able to have a copy if requested.”

“The policy is enforced by the board. On an annual basis, all board, committee members and staff are required to disclose any potential conflicts. Those get published as part of the board agenda which becomes part of the minutes. Any potential conflict is required to be disclosed and if there is a circumstance where there may be a conflict of interest, then the party is responsible to speak up about the conflict when the circumstace arises.”

“The bylaws call for the executive committee to evaluate the ceo. The ceo-board linkage policy also has a policy regarding the ceo compensation. The process is performed by a subset of the executive committee coinciding with the ceo contract review. It is a deliberative process using industry comparative data. 3 sources of data are used: other state executives, asae blue chip survey and the national compensation survey. The ceo recommends a reasonable amount and negotiates with the executive committee subset. When they agree to a salary, it is then brought to the entire executive committee. The process for determining a key employee's salary is also done by a subset of the executive committee (compensation & benefits review committee) which meets every 3 years. They determine a salary range for all positions. The ceo makes any final decisions about what an individual receives which is not approved by a third party.”

“The governing documents, conflict of interest policy, and financial statements are not routinely made available to the public aside from members with access to the leadership section of the website (board, committees and local leaders) but a public request would not be refused.”

“Average hours per week devoted to related organizations the following individuals devote part of their time to the related corporation iaac, inc. Chris togias 19 jamison deapo 13.5 brian bixby 30 lisa lounsbury 22.5 kathleen weinheimer 5.5”

“Audit committee there is an audit committee which assists the board of directors in its oversight of the integrity of financial information, its review of the adequacy of the system of internal controls established by the association, and it's monitoring of the audit process. In performing these functions, the audit committee shall review the association's financial reporting process and internal controls, review and appraise the audit efforts of the association's independent auditors, and provide open means of communication between the directors, the independent auditors, and the financial and senior management of the association. The committee will assist and make a recommendation to the board of directors regarding audit relationships. In addition, the audit committee will provide oversight of financial regulatory compliance and internal controls. There has been no change in the audit committee duties.”