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Constitution and Bylaws


Article I - Name

Section 1 - The name of the Association will be "The San Antonio Claims Association," A Texas non-profit corporation organized under the State of Texas charter number 1284515, herein referred to as "the Association."

Section 2 - Principal Offices

The corporation shall maintain its principal office within the City of San Antonio, County of Bexar, State of Texas. The corporation may have such other offices within or without the State of Texas as the Board of Trustees may designate, or as business of the Corporation may require from time to time.

Section 3 - Registered Office

The registered office of the Corporation required by Texas Statutes to be maintained in the State of Texas may be, but need not be, identical with the principal office in the State of Texas, and the Board of Trustees may change the address of the registered office from time to time. The business office of the registered agent of the Corporation shall be identical to such registered office.

Section 4 - Registered Agent

The registered agent of the Corporation shall be such person as, from time to time, designated by the Board of Trustees.

Article II - Affiliation

Section 1 - The Association may, subject to the approval of the majority of its members present, become qualified with State, Regional and/or National Associations, provided such Association qualifies as a professional non-profit Association.

Section 2 - The Association may not become affiliated with any other organization, society or Association that does not offer professional membership to all who qualify, whether staff, independent, management, owners or officers of insurance companies, or claim representatives.


Article III - Object

The purpose(s) for which the corporation is organized are:

1. To establish, promote, disseminate and maintain the highest ethical and professional standards in claims management while providing regional leadership in the quality and execution of claim work.

2. To promote mutual cooperation among the claims profession in South Texas so as to improve the integrity of the profession well as furthering the promotion and maintenance of ethical and professional standards.

3. To aid in the education and continued training of its members by developing and providing continuing education at regular meetings, as well as through workshops and conferences.


Article IV - Membership

Section 1 - Membership in the Association will consist of the following: Regular, Industry, and Honorary Members.

(A) Regular Membership will consist of those licensed persons who are actively engaged in and derive a major element of their income from the investigation, adjustment, and/or supervising of claim activity for a recognized and licensed insurance company in the State of Texas. Claims supervision and management of insurance companies shall also qualify for membership as noted in this paragraph.

(B) Regular Membership shall also consist of those individuals that meet and are in compliance for all the Texas adjuster licensing requirements as noted by the Texas Department of Insurance.

(C) Self-insured entities shall qualify for membership under paragraph (A) for membership.

(D) Industry Membership will consist of any person who has a bona fide interest and renders or provides a service to the insurance claim industry and/or self­insurers. The Industry Member shall by their membership further the interest of the Association and the insurance claims industry.

Section 2 - Any qualified person may submit, in written form, the prescribed application for the Association.

The application, which is to be submitted to the Second Vice President, must also have been endorsed and have been recommended by 2 (two) members who are in good standing, and have attested to their recommendation by affixing their signature to the application.

In the event the qualifications of an applicant are questioned, the application may be referred to the Executive Committee, to investigate the matter fully and prepare the appropriate recommendation.

Applications for membership will be accepted only between the second Tuesday of November and the second Tuesday of the following June.

Section 3 - Membership into the Association does not include individuals and/or groups who are engaged in any business or professional activity, which represents, directly or indirectly, individual businesses or corporations as claimants against insurance companies or self-insurers.

Section 4 - Any Member-or Industry Member may be expelled from membership of the Association for just cause by a vote of two-thirds majority cast by the members present at a regular meeting, provided such action was announced by the presiding officer at the previous regular meeting. Any former Member who was expelled for just cause may be reinstated only by refiling an application in accordance with Section 2 above, and then having been approved and accepted by a two-thirds majority vote of the membership.


Article V - Membership Dues

Section 1 - Membership dues shall be payable the first business day of January of each calendar year.

(A) Any proposed change in membership dues shall require notification to the membership by way of the appropriate correspondence. The appropriate correspondence is deemed to be the "Association Newsletter" and the Association's Website. Notification shall also be required at a regular meeting after submission by way of the Newsletter and Website.

(B) Membership dues may be adopted by a majority vote of the membership present in favor of its adoption at the regular meeting following the first publication and/or reading of subsequent changes to the membership at the next regularly scheduled meeting.

(C) Any prospective applicant for membership into the Association must submit, together with the appropriate initial application, the applicable dues for that calendar year.

Article VI - Right to Vote

Section 1 - Any Regular Member in good standing shall be entitled to one vote, on matters subject to vote by the membership, under these bylaws or applicable law of the State of Texas as it applies to non-profit organizations.

Section 2 - Industry Members will have no voting rights, and may not serve on the Executive Committee.

Article VII - Voting Process

Section 1 - It is the intent of this section to accommodate the membership of the Association in the process of voting for those items brought before and to the attention of the membership at a regularly scheduled meeting or any specially called meeting.

It is the desire of the Association that its members, as noted in Article VI, be fully informed in matters to be voted upon. Major items to be voted upon will be published in the Association Newsletter immediately prior to any scheduled voting process.

Section 3 - The process of voting on major items will be by majority vote of the membership.

Section 4 - The exception to Article VII, Section 3, shall be those items of a procedural matter, such as a question of adjournment, or expelling of a member, which shall require a two-thirds majority vote.

Section 5 - Tabulating of ballots is to occur at the same meeting as the vote is cast.

(A) The President is to appoint the appropriate number of eligible members to act as judges and tabulators of the votes received. No current Board members nor nominees can serve in this capacity.

(B) The results of the voting are to be reported once the tabulating is completed. The Secretary is to notify all members present.

(C) The Secretary will subsequently report all voting results in thenext scheduled Newsletter to be forwarded to all Association members.


Article VIII - Officers and Board of Trustees

Section 1 - The officers of the Association shall be (1) President, (2) First Vice President, (3) Second Vice President, (4) Secretary, (5) Treasurer, and (6) Webmaster, and (7) Member at Large, and shall be elected at the annual meeting of the Association. They shall serve as the Executive Committee and as the members of the Board of Trustees.

Section 2 - An Advisory Board shall be elected at the annual meeting to assist and advise the Executive Committee. This committee shall consist of three Regular Members and three Industry Members of the Association. The term shall be for one year, except that the Regular Member and Industry Member who receive the greatest number of votes at the annual election shall serve for two years to ensure continuity of purpose. They shall meet with the Executive Committee monthly, but will not have the power to vote on proposed decisions of the Executive Committee.

Section 3 - The President shall preside at all meetings of the Association and the Executive Committee. Upon succession to office, the President shall appoint, as deemed needed, standing committees necessary for the benefit of the Association. The President shall be responsible for directing, coordinating, and communicating with the membership through the Association's Newsletter and Website.

Section 4 - The First Vice President will perform the duties if the President is absent or incapacitated. The First Vice President will be responsible for procuring continuing education credits for the membership at regular monthly meetings and seminars.

Section 5 - The Second Vice President shall perform the duties of the President when both the President and First Vice President are absent or incapacitated, and will update and maintain an active register of members showing name, address, and company affiliation.

Section 6 - The Secretary will notify the membership of the time and place of all meetings, take the minutes of all business meetings and meetings of the Executive Committee, and handle correspondence for and on behalf of the Association. The Secretary will be responsible for written notice of all proposed amendments to the Constitution and Bylaws, as hereinafter provided in Article XI, and perform all other duties ordinarily associated with the office of Secretary.

Section 7 - The Treasurer shall collect and be custodian of the dues, any assessment voted by the membership, and any other monies due or belonging to the Association. The Treasurer shall also dispense these funds in accordance with the directives of the Executive Committee and/or membership. The Treasurer shall report the current treasury balance, and any unusual expenditures, to the membership on a monthly basis.

(A) The President, Secretary, and Treasurer of the Association shall be bonded to the extent of the treasury, and in accordance with the duties associated to the office.

(B) The Treasurer or the appropriate appointed primary signatory will prepare all items for payment with supporting documentation. Either the President or Secretary shall countersign every check.

(C) Any proposed expenditure of $500.00 or more requires approval of the Executive Committee and by vote of the membership.

(D) A committee of three volunteers, who are current members of the Association, and who are not serving as Executive or Advisory Board Members, shall audit the Association's books yearly, and report their findings at the next regularly scheduled Member's luncheon, in the following month's Newsletter, and will also post their report on the Association's Website.

(E) The audit results are to be reported to the membership no later than May's Newsletter, and at May's regularly scheduled business meeting.

Section 8- The Executive Committee Webmaster position was approved by membership during the September 2010 regular meeting.  35 members out of 43 attending voted for the Webmaster Position and the 2010 Executive Committee voted in favor of the newly created position.  Position initiation date is January 01, 2011. The Webmaster shall design, operate, and maintain, the official Website of the San Antonio Claims Association.

Section 9- The Member at Large shall be appointed by the President to any appropriate standing committee as deemed necessary. As no specific duties are defined, the President at time of appointment shall specify those duties.

Section 10 - During the month preceding the Annual Meeting each year, the President shall appoint a three member Nominating Committee. This Nominating Committee shall present to the Executive Committee its recommendations for officers for the following year, prior to the Annual Meeting. Election of officers will be at the Annual Meeting.

Section 11 - Each officer will take office on the first day in January, and will continue in office until their successor is installed.

Section 12 - Officers and Advisory Board members may be subject to recall by a majority vote of the Executive Committee for missing three consecutive Executive Committee meetings, or for other just cause.

Section 13 - If a vacancy occurs prior to the Annual Meeting, the President, with approval of the Executive Committee, may appoint a given person to fill that vacancy until the time of the Annual Meeting, whereupon the vacancy shall be filled by election in accordance with the provisions of this Constitution and Bylaws.

To be appointed, a member of the Association must comply with Article IV, Section 1 of this document.


Article IX - Meetings


Section 1 - the President shall call regular meetings of the Association thirty days in advance.

Section 2 - The Annual Meeting of the Association will be the last regular meeting of the year, or as the President may designate.

Section 3 - Special Meetings of the Association will be the last regular meeting of the year, or as the President may designate.

Section 4 - The Executive Committee will meet each month preceding a regular meeting on call by the President. The Executive Committee shall take no action unless a quorum is present. A quorum shall consist of a minimum of three of the six Officers.

Section 5 - Robert's Rules of Order will govern the conduct of the meetings of the Association when not in conflict with this Constitution and Bylaws.

Section 6 - All appointed committees should meet within thirty days of appointment and continue to meet as necessary to accomplish the appointed task. The committees will make their report to the President, Executive Committee, or as designated. The appointed Committee shall make an initial report within thirty days after a meeting date. Subsequent reports should be provided on a continuing thirty-day basis unless otherwise notified by the President, Executive Committee, or as designated.

Section 6 - The annual meeting of the Board of Trustees shall be properly recorded and records maintained to ensure compliance with all laws governing non-profit Texas corporations.


Article X - Committees


Section 1 - Executive. This committee will consist of the officers of the Association, and one member who have been elected by majority vote of the members present at the Annual Meeting of the Association. This member is identified as the Member at Large. The purpose of the committee will be to oversee the activities of other committees, including scholarship, bylaws, and other committees deemed necessary, assist the President on all matters involving the Association and to advise and authorize the Treasurer in collection and disbursement of Association Funds. Upon direction of the Executive Committee, anyone being involved with funds of the Association shall be bonded to the extent of the responsibility given.


(A) The immediate past President of the Association may continue as a non-voting member of the Executive Committee for one year at the invitation of the current President.

(B) All committees of the Association shall consist of a chairperson and at least two (2) members in good standing.

(C) Terms of commitment will be defined and designated at time of appointment.


Article XI - Amendments


Any proposed amendments to the Constitution and Bylaws of the Association will be submitted in writing to the Secretary of the Association.

The Secretary of the Association will forward the submitted proposed amendment to the Bylaws committee for their review.

The Bylaws committee will, after its review, forward its findings and recommendations in written form to the Executive Committee.


The Executive Committee will, after review, publish the proposed amendment, with the recommendations of the Bylaws Committee and the Executive Council in the Association Newsletter and on its Website.

It will then be the responsibility of the Secretary to read the proposed amendment with the recommendation of the Bylaws Committee and the executive Committee at their first regular meeting after publication of the proposed amendment. Adoption of any amendment must be by majority vote of the members present.

Article XII - Anti-Trust Laws


It is understood and agreed by all present members of the Association and/or former members of the Association that the Association will not engage in any activity that would be in violation of any federal or sate anti-trust laws. We further agree and understand that these laws have been designed to protect the insurance industry, as well as to provide for a competitive, free market, consumer-oriented service industry.


It is further agreed and understood that these laws which specially prohibit certain activities such as, but not limited to, price fixing, interfering with free competition, labor prices, parts prices, or repair times, will not be discussed in any form by the membership. It is further agreed that any member, regardless of whether the member is a Regular Member, Industry Member, or Honorary Life Member of the Association, will not be involved in any activity that can be judgmental of any work of any member of a specific repair facility, specific service-providing entity, or the practices of any specific insurance company.


It is further agreed that no member, whether a Regular or Industry Member of the Association, will become engaged in any activity of boycotting or refusing to deal with anyone as a body against anyone associated with insurance or subsequent associated industry. Violation of this provision will result in penalties, up to and including expulsion from the Association.

It is further agreed that the Association will, as its objective previously noted in Article III of this document, strive to provide only that information that will serve to promote and maintain the highest ethical practice in claim work and its related industries, and that no policies or guidelines for the settling of claims will be established in any form.


Article XIII - Non-profit Corporate Compliance


No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, or corporations organized to engage in profit-making activity, except that the corporation shall be authorized and empowered to provide reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III. No substantial part of the Activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation; and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not

carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c)(6) of the Internal Revenue Code, or corresponding section of any future or amended federal income tax code, or by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code, or any corresponding section of any future or amended federal tax code.


Article XIV - Dissolution


Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(6) of the Internal Revenue Code, or corresponding section of any amended or future federal tax code. Any such assets not disposed of shall be disposed of by the appropriate Court of law located in the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization operated exclusively for such purposes.

September 13, 2002



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