Professional Risk Managers' International Association

“The executive committee consists of the chair, vice-chair, secretary and treasurer of prmia's board of directors and is subject to the authority of the board of directors. The executive committee has the power to direct the routine administrative affairs of prmia between meetings of the board of directors. The chair shall serve as chairperson of the executive committee.”

“The association has the following members: regular member: only individual persons may become regular members of prmia. To become a regular member of prmia an individual must satisfy the membership requirements determined by the board. Applications for regular membership may be made electronically via prmia website or in any other manner approved by the board. Regular members shall have voting rights on all matters that come before the members; members shall have no voting rights with respect to election of the officers of prmia. All further references to members (paying sustaining and/or contributing) shall refer to regular members unless otherwise stated; pending their proactive registration and other determination of member rights as articulated by the board. Affiliate members: the board shall set the requirements for affiliate membership, and may modify those requirements. Individuals not meeting the requirements of a regular member may apply for affiliate membership. Affiliate members shall have no voting rights. Other members: a corporation, association, educational institution or government agency may apply to be an affiliate member of prmia, which, may also be referred to as a "corporate member or "educational partner" as appropriate. Applications to become a corporate member or an educational partner shall be made in a manner approved by the board. Such members shall have no voting rights. In any corporate member relationship, the identified individual sustainer or contributor (identified regular member) shall be considered a regular member as defined by these bylaws and shall assume all rights thereof. Regional directors: regional directors are governed in accordance with the terms of reference of the global council of regional directors (see article 7.2.4). These terms of reference are approved by the board. The global council of regional directors may appoint members or affiliate members to serve as regional directors for any of prmia regional chapters (see article 8). Regional directors shall elect the officers of prmia. But no regional director who is also a member of the board shall be entitled to vote in an election of the officers of prmia.”

“The sustaining members, contributing members, and c-suite members of the association have voting rights. Affiliate members do not have voting rights.”

“Any amendment to, or repeal of, the articles of incorporation or the bylaws require the approval of the members.”

“The director of operations reviews the form 990 in detail followed by the finance committee. The return will be provided to the full board of directors prior to filing with the irs.”

“Except as permitted by law, with respect to any contract or other transaction between prmia and any director (or an organization in which a director may be a director, officer or legal representative or has a material financial interest): a) the material facts as to such contract or transaction as to the director's interest must be fully disclosed or known to the board of directors prior to approval of such contract or transaction; b) such approval shall require the affirmative vote of a majority of the total number of directors, not counting any vote that the interested director might have; c) the interested director shall not be counted in determining the presence of a quorum; and d) proceedings are documented in the meeting minutes.”

“The board reviews and determines the annual compensation for management positions based on industry standard, location, experience, etc. This review last took place in 2017.”

“The organization's governing documents and financial statements are made available to the public through their website. The conflict of interest policy is not made available to the public.”