1. Name: The name of this organization shall be the Philadelphia Chapter of the CPCU Society (Chartered Property and Casualty Underwriters).
2. Purposes: The purposes for which this organization is formed are:

1. To foster the continuing education of those engaged in property and casualty insurance.
2. To stimulate the interest of students contemplating professional careers in property and casualty insurance.
3. To lend encouragement to those aspiring to achieve the Chartered Property Casualty Underwriter designation.
4. To conduct seminars and other educational projects that will assist members of the Society in their professional development and provide objective insurance information for the insurance-buying public.
5. To cooperate with the American Institute for Chartered Property Casualty Underwriters in extending its influence and education program among the universities and colleges of the United States of America.
6. To maintain at all times the dignity and high professional standards that properly attach to the Chartered Property Casualty Underwriter designation.
7. To promote social and friendly relations among Chartered Property Casualty Underwriters.
8. To cooperate with national, regional, state or local associations or organizations of persons engaged in property and casualty insurance, especially with respect to the education of their membership in sound insurance practices.
9. To conduct liaison activities with other professional and business organizations.
10. To encourage and conduct research.

1. Nonprofit: No pecuniary gain or profit incidental or otherwise to members of the organization is contemplated. In the event of dissolution of the organization, the Board of Directors shall adopt a plan of distribution, which will provide for the distribution of assets remaining, after the payment of all debts, to or among one or more organizations not for profit, the purposes and functions of which are similar in character to those of this organization.

Section 1. Any person certified by the American Institute for Chartered Property Casualty Underwriters as authorized to use the CPCU designation, and is a member in good standing of the CPCU Society shall be eligible for membership in the Philadelphia Chapter of the CPCU Society.

Section 2. There shall be no other classes of membership.

Section 3. In the event of suspension or expulsion of a member by reason of the operation of Article I, Section 4 of the bylaws of the CPCU, membership in the Philadelphia Chapter shall terminate.

Section 1. The officers of the organization shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer, each to serve for a term of one year or until his or her successor is elected and installed in office.

Section 2. The Board of Directors shall consist of the officers and:

1. Six additional elected directors whose terms shall be one or two years at the discretion of the Board of Directors.
2. Ex-officio non voting advisory members, including the immediate past President, as desired by and at the discretion of the Board of Directors.

Section 3. The President and Vice President shall not serve more than two full terms in succession in the same office.

Section 4. If an officer or other director shall cease to maintain a legal address within the geographical area comprising this Chapter area, the President shall declare a vacancy to exist.

Section 1. A Nominating Committee, consisting of a past President and two (2) members appointed by the President, shall present a nomination for each elective office at the Chapter’s April business meeting, after which other nominations may be made from the floor. Election shall be by a majority of the members present and voting.

Section 2. The election of Chapter officers shall be completed prior to May 1^st of each year with the officers to take office not later than July 1^st of the same year.

Section 3. In the event of a vacancy in any elective office, the Board of Directors shall designate a qualified member of the Chapter to fill the office until the next regular opportunity available to the membership for election of a successor.

Section 1. The Board of Directors shall meet at such times and places as may be determined by action of the Board of Directors, by call of the President, or by the written request of two members of the Board of Directors. The Secretary or President shall mail a notice of said meetings to each director not less than five days prior to said meeting.

Section 2. A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at a formal meeting.

Section 3. Between formal meetings of the Board of Directors, its policies shall be executed by an Executive Committee of the Board consisting of the officers of the Chapter. Three members shall constitute a quorum. Its function shall embrace the handling of such matters as extend beyond the scope of the responsibility of any officer acting alone, but shall be limited within the powers vested in the Executive Committee; and by such additional powers as may be delegated to said Committee by action of the Board of Directors. All acts of the Executive Committee shall be subject to ratification by the Board of Directors at its next formal meeting.

Section 4. The Board of Directors may also transact business upon specific proposals mailed to each director at the direction of the Executive Committee. All votes received upon such mailed proposals shall be recorded by the Secretary and ballots shall be produced at the next formal meeting of the Board of Directors before being destroyed.   All votes to be valid must be signed by the voting director and mailed back within 10 days from the date mailed. The affirmative approval of a majority of the total voting membership of the Board of Directors shall be required for adoption of any such mailed proposal.

Section 5. Subject to the ultimate authority which vests in the membership of the Philadelphia Chapter, the Board of Directors shall define the policies and shall have full administrative direction of the Chapter. The Board of Directors may appoint an Executive Secretary, or other administrative officer, to execute the business of the Chapter. The Board may delegate such powers as it deems desirable to any officer or to the Executive Committee.

Section 1. The President: The President shall preside at all meetings of the Philadelphia Chapter and act as chairman of the Board of Directors and of the Executive Committee. The President shall serve as chief executive officer, exercising general supervision over the work and activities of the Chapter, and perform such other duties as usually pertain to the office of the President. The President, acting as Chairman of the Board of Directors, shall not vote as a director except in the event of an equal number of affirmative and negative votes for or against a proposal before the Board of Directors.

Section 2. First Vice President: In the absence or incapacity of the President, the First Vice President shall perform the duties of, and have the same authority as, the President. The First Vice President shall also perform such other duties as usually pertain to the office of First Vice President.

Section 3. Second Vice President: In the absence or incapacity of the First Vice President, the Second Vice President shall perform the duties of, and have the same authority as, the First Vice President. The Second Vice President shall also perform such other duties as usually pertain to the office of Second Vice President.

Section 4. The Secretary: The Secretary shall act as the secretary at all meetings of the Philadelphia Chapter, the Board of Directors, and the Executive Committee, and keep a permanent record of their proceedings. The Secretary shall also perform such other duties as usually pertain to the office of Secretary.

Section 5. The Treasurer: Periodic financial statements shall be submitted to the Board of Directors and members. Books and accounts of the Treasurer shall at all times be open to the inspection of any member and of any authorized auditor. The Treasurer shall also perform such other duties as usually pertain to the office of Treasurer.

Section 6. All officers shall perform such other duties as may be assigned to them by the Board of Directors.

Section 1. The annual business meeting of the Philadelphia Chapter shall be held during the month of June at a time, date and place to be determined by the Board of Directors and such notice shall be mailed to each member of the Chapter not less than 10 days prior to the date of the meeting.

Section 2. The order of business at the annual business meeting shall be as follows:

1. Call to order
2. Reading of the minutes of the last annual business meeting
3. President’s report, including a summary of the business transacted by the Board of Directors since the last annual business meeting
4. Treasurer’s report on the financial condition of the Chapter
5. Old business
6. New business
7. Announcements and swearing-in of new officers and directors
8. Presentation of resolutions
9. Adjournment

This order of business may be changed or suspended by a majority vote of the members present at the annual business meeting.

Section 3. Roberts’ Rules of Order shall govern in all cases not provided for in these bylaws.

Section 1. The President shall appoint standing, temporary or ad-hoc Committees as may be deemed advisable, and as the Board of Directors shall from time to time direct.

Section 1. The fiscal year shall be from July 1 to June 30.

Section 2. Dues of the Philadelphia Chapter shall be determined by the Board of Directors. If a person eligible for membership shall fail to pay dues prior to March 1^st of any fiscal year, privileges as a member shall be suspended. After such suspension for nonpayment of dues, membership shall be restored for that fiscal year upon payment of dues for the then current fiscal year. The membership of any member thus suspended may be terminated by vote of the national CPCU Society Board of Directors during such period of suspension and such member shall not thereafter be reinstated, except under the provisions of Article I of the national Society’s bylaws as to new members. Notice to the CPCU designee of such termination shall be deemed sufficient if mailed to his or her last known address as found in the office of the national Society. Any new designee attaining eligibility under Article I, Section 1, of the national Society’s bylaws in a given year shall have membership continued until the close of that fiscal year without the payment of dues.

Section 3. The Society office individually invoices and collects both Society and Chapter dues, remitting local dues periodically to the Chapter Treasurer.

Section 4. The Board of Directors shall be vested with discretion and authority to waive for valid cause the Chapter dues of any member. The Chapter Board of Directors may recommend similar action to the Society’s Board of Directors.

Section 5. Funds of the Chapter shall be deposited in institutions designated by the Board of Directors.

Section 6. The Board of Directors may, prior to the beginning of each fiscal year, prepare an annual budget for the approval of the membership at its annual business meeting.

Section 7. All disbursements shall be made by voucher check, showing the payee, the item of service rendered or materials purchased and the amount of payment. All checks in excess of $3,000.00 shall be signed by two members of the Board of Directors, one of which shall be the President or First Vice President. In case of the absence or incapacity of the persons authorized to sign checks, the Board of Directors shall designate the substitutes. Officers authorized to sign checks shall give bond for the faithful discharge of their trust in such sums and with such sureties as the Board of Directors may require.

Section 8. Aggregate disbursements in any fiscal year shall not exceed the gross amount of the Chapter’s annual budget, unless authorized by the affirmative vote of a majority of the voting members of the Board of Directors.

Section 9. The Board of Directors shall direct the investment of the assets of the Chapter.

Section 1. The Constitution and bylaws of the Philadelphia Chapter may be amended in the following manner:

1. Any proposed amendment must first be approved by two-thirds of the voting membership of the Board of Directors at a meeting called for this purpose or by a petition signed by at least one-third of the entire membership.
2. Upon such approval, or petition filed with the Secretary, a copy of the proposed amendment shall be mailed to the membership with a return mailer addressed to the Secretary.
3. Members shall express their desire to ratify or reject such proposed amendment by personally signed vote, which must be returned within four weeks of the date on which the proposed amendment was mailed to the membership.
4. At the end of the four-week period specified above, the proposed amendment shall be deemed ratified by the membership only in the event that at least two-thirds of the total number of votes cast shall be in the affirmative.
5. Whenever the Philadelphia Chapter amends its Constitution or bylaws as approved by the Board of Directors of the CPCU Society, the Philadelphia Chapter shall file within 30 days a revised copy with the Secretary at the national office of the Society. Any such amendments shall not be effective until approved by the Board of Directors of the CPCU Society.

Section 2. In the event a court of competent jurisdiction shall hold a portion of these bylaws to be invalid, the remainder of the bylaws not so held invalid shall be considered in full force and effect.

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Charter and bylaws of the Philadelphia Chapter are hereby approved by action of the Board of Directors of the Philadelphia Chapter of the Society of CPCU on February 18, 1999 and ratified by its Chapter members on _April 5, 1999.

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Sandra L. Loebs, CPCU, President, Philadelphia Chapter, CPCU

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Charter and bylaws of the Philadelphia Chapter are hereby approved by action of the Board of Directors of the Society of CPCU this 16th day of October, 1999, at Boston, MA

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