Reinsurance Administration Professionals Association (RAPA)

Bylaws

Article 1: Name

The name of this Association shall be Reinsurance Administration Professionals Association (RAPA) hereinafter referred to as the Association.

Article 2: Nature and Purpose

The purpose of this Association is to improve the effectiveness and efficiency of it's Member's Reinsurance Administration processes. Reinsurance Administration processes include treaty management, reinsurance processing, claims processing, premium accounting, and reporting. The Association's objectives are accomplished through issue-oriented subcommittees that research, define, and recommend best practices. These best practices are in the areas of business processes, procedures, technologies and management of data.

Reinsurance Administration is critical to the overall operations of an insurance company. It influences several areas of the business including, but not limited to, risk management, claims, underwriting, valuation and financial reporting. The Association fosters and develops Reinsurance Administration professionalism through shared information, development of educational programs, and the recommendation of solutions for emerging industry issues. The Association also provides a forum for professional growth and development of our Members.

Article 3: Membership

A. Membership criteria – Active Members must meet one of the following criteria:

1. Be currently employed by an insurance or reinsurance company and have responsibilities that include or are related to Reinsurance Administration. Each company must have and is limited to one voting member. There is no limit on the number of non-voting members. Company voting and non-voting members are eligible for elective office and can Chair or participate in any committee.
2. Be currently employed by a solution provider or association that offers products, services or support to the Reinsurance Administration industry. Solution providers and associations can have up to three non-voting members, but no voting members. Solution provider and association members cannot vote in Association elections or Association business and are not eligible for elective office and cannot Chair a committee. Solution provider and association members can participate in committees and have all other privileges of membership.

In no case shall Membership be granted to persons whose corporate affiliation would restrict the free flow of appropriate information.

B. Admission and Renewal criteria:

1. Meet Membership criteria.
2. Apply on the official RAPA application by mail or online.
3. Pay required dues.
4. Receive approval of the Membership Committee.
5. Renewal of Memberships must be made annually and follow these guidelines.
6. Non-paying, non-voting membership categories can be created by the Executive Committee to meet the needs of the Association. Companies offered a non-paying, non-voting membership can only remain in that category through the end of the calendar year it was offered. At that time, they must convert to a paying membership to remain a member of the Association.

C. Dues:

1. New Member dues are payable when the new Member application is submitted.
2. Dues for renewing Members are due on January 31st.
3. Dues for a given year are set by October 31st of a prior year by the Executive Committee.
4. The Executive Committee can waive membership dues to suit the needs of the Association.

D. Fiscal Year:

The fiscal year of this Association shall be from the first day of January to the last day of December, inclusive.

Article 4: Officers

A. The officers of this Association shall be Chair, Vice-Chair, Secretary, Treasurer and Immediate Past Chair.

These officers, except the Immediate Past Chair, shall be elected every other year for a term of two years or until successors are elected and assume office. The term of office shall begin upon election. No Member shall hold more than one office at a time and no Member shall be eligible to serve more than two consecutive terms and no more than three terms total for any one position.

B. Duties of Officers

The officers shall perform the duties prescribed by these bylaws, the standing rules and the parliamentary authority adopted by the Association.

1. The Chair shall: a. Preside at general and Executive Committee meetings.
b. Appoint all committee chairs as authorized by the Association or the Executive Committee.
c. Be an ex officio Member of all committees except the nominating committee.
d. Perform other duties as pertain to the office of Chair.
e. Automatically accede to the position of Immediate Past Chair at the end of the term.

2. The Vice-Chair shall:

a. Be an active aid to the Chair.
b. Become further acquainted with the affairs of the Association and prepare for the position of Chair.
c. In the event of the absence of or inability of the Chair to perform their duties, the Vice-Chair will serve as acting Chair during the absence up to the remainder of that term.

3. The Secretary shall:

a. Take and disseminate the minutes of all general and Executive Committee meetings.
b. Conduct the general correspondence of the Association at the discretion of the Chair.
c. Maintain Association’s on going files of correspondence.
d. Shall act as the Association Parliamentarian.

4. The Treasurer shall:

a. Be custodian of all Association funds.
b. Receive all monies and disburse funds only upon the sanction of the Executive Committee.
c. Submit written reports at each regular meeting and oral reports at each Executive Committee meeting.
d. Coordinate a review of the prior year’s books by no fewer than two additional members of the Association and present findings to the Executive Committee within 90 days of year end.

5. The Immediate Past Chair shall:

a. Maintain a role as advisory for the current Chair.
b. Form and Chair the Nominating Committee.

C. Vacancies

1. A vacancy in the office of the Chair shall be filled by the Vice-Chair for the remainder of the term.
2. If a vacancy should occur in any other office, the vacancy shall be filled by appointment of the Executive Committee.
3. Should an officer fail to perform the duties of the office or be unable to fulfill those duties, the Executive Committee upon a two-thirds (2/3) vote may remove the officer from office.

Article 5: Executive Committee

A. Executive Committee

The Executive Committee shall consist of the Officers and the Chairman of the Committees. The Chair of the Executive Committee shall be the current Chair of the Association and shall preside at all meetings of the Executive Committee.

B. Duties

1. Supervise the affairs and conduct the business of the Association including management, use and distribution of Association funds.
2. Make recommendations to the Membership.
3. Perform the duties prescribed in these bylaws, the standing rules and the parliamentary authority adopted by this Association.
4. The Executive Committee has strategic responsibilities.

Article 6: Standing Committees

Standing Committees will be created and dissolved by the Executive Committee, from time-to-time, to meet the needs of the Association. Their responsibilities will be outlined upon their creation.

Article 7: Nominations and Elections

A. Nominations

1. The Nominating Committee will consist of three (3) Members including the Immediate Past Chair.
2. The Nominating Committee shall nominate one (1) candidate for each position to be filled and notify Members of their selection (2) weeks prior to the fall meeting. Each candidate will have consented to serve.
3. Nominations may be made from the floor at the fall meeting by an active Member provided that the proposed candidate is an active Member and the nominator has obtained consent of the proposed candidate.

B. Elections

1. Officers shall be elected by ballot if there is more than one (1) candidate for any position at the fall meeting.
2. In the event there is only one (1) candidate for any office, voting on that office may be by voice at the fall meeting.

Article 8: Meetings

A. Regular meetings will be one (1) general meeting of this Association annually, held in the fall and two (2) Committee meetings held semi-annually in the spring and the fall.

B. The general meeting in the fall shall be known as the annual meeting and shall be for the purpose of electing officers for the following year, receiving reports of the officers and committees and for any other business that may arise.

C. Special meetings may be called by the Chair or by the Executive Committee. Except in cases of emergency, at least 3 weeks notice shall be given.

D. 33% of the voting delegates or their proxy in attendance shall constitute a quorum at any annual meeting or special meeting. 51% of the Members of the Executive Committee shall constitute a quorum at any Executive Committee meeting.

Article 9: Parliamentary Authority

The rules contained in the latest edition of Robert’s Rules of Order, Newly Revised shall be the parliamentary authority for all matters of procedure for the Association not specifically covered by its bylaws and standing rules. Only voting members or their proxy can vote in Association elections or Association business.

Article 10: Amendment of Bylaws:

A. These bylaws may be changed at any general meeting or by electronic vote. Changes must be approved by 51% of attending voting members or their proxy at general meetings or by 51% of all voting members or their proxy if voting is done by electronic vote. Changes to these bylaws must be submitted to all members at least ten (10) days prior to the meeting or 20 days prior to the voting deadline if done electronically.

B. Approved amendments shall become effective immediately unless otherwise specified in the amendment.

Article 11: Antitrust Statement

The Association makes no warranties as to the accuracy of the information contained in discussion forums, meeting minutes or presenter materials. The posting of messages, meeting minutes or presentation materials does not constitute knowledge, endorsement or approval by the Association, nor do we accept any liability for the content of any posting. Individuals using these discussion forums do so at their own risk and shall also remain individually responsible for their actions and statements in using these discussion forums.

Because the Association is committed to adhering strictly to the United States and Canada antitrust, copyright, trademark, securities and other federal statutes, as well as state or provincial common laws covering libel, slander, defamation, false advertising, invasion of privacy and violations of the rights of publicity, we strongly discourage users of our discussion forums or attendees of our meetings from verbally stating or writing anything that (1) sets or controls prices or terms of products or services and the manners in which products or services are sold; (2) violates the proprietary or personal rights of others; or (3) constitutes an advertisement. Your use of or participation in Association discussion forums or meetings is acknowledgement of your agreement with the above and your promise to use these forums in a professional and courteous manner.

10/01/2006