IWCI Organizational Bylaws

(2005 Changes to Bylaws Adopted March 22, 2005)

ARTICLE I - NAME

The name of the corporation shall be "Indiana Worker's Compensation Institute, Incorporated," hereinafter known as the "Institute".

ARTICLE II - TERM

The term of the Institute shall be perpetual.

ARTICLE III - PRINCIPAL PLACE OF BUSINESS

The principal place of business of the Institute shall be at such a location within the State of Indiana as the Board of Directors shall from time to time determine.

ARTICLE IV - RESIDENT AGENT

The resident agent of the Institute shall be John N. Shanks II, 349 North 500 West, Anderson, Indiana 46011.

ARTICLE V - PURPOSES

The purposes of the Institute are:

To promote and conduct programs of general education in the area of Worker's Compensation and related areas;

To assist members and associate members in improving themselves so that they may better serve their employers, clients and customers;

To maintain the honor and dignity of the profession of Worker's Compensation personnel; and

To promote good will, friendship and cooperation among the members.

ARTICLE VI - CLASSES OF MEMBERS

There shall be four (4) classes of membership consisting of:

MEMBERS: The members of the Institute shall be composed of persons who are employed by an insurance agency, insurance carrier licensed to write Worker's Compensation and occupational disease coverage in the State of Indiana, third-party administrating firm, reciprocal association, inter-insurance exchange, mutual insurance association, self-insured employer or by any other employer to manage Worker's Compensation issues, including but not limited to persons with job responsibilities as adjusters and human resources coordinators. Dues for members shall be from time to time established by resolution of the Board of Directors.

ASSOCIATE MEMBERS: Associate membership of the Institute shall be composed of persons, companies, corporations, firms or other business organizations with an interest in Worker's Compensation law who do not qualify for member status. Dues for associate membership shall be from time to time determined by the Board of Directors. Associate members shall have a vote in the affairs of the Institute and have three(3) associate members on the Board of Directors elected for a two (2) year term beginning with the 2001 Meeting.

Beginning with the 2005 annual meeting the Board of Directors may appoint two (2) associate members not serving on the Board of Directors to serve as Advisors to the Board of Directors. Each Advisor shall serve a one (1) year term and at the pleasure of the Board of Directors. The Board of Directors may reappoint an Advisor for an additional term. With the exception of voting on matters coming before the Board of Directors, Advisors shall enjoy all other privileges of Associate Directors.

SPECIAL ASSOCIATE MEMBERS: Special associate members of the Institute shall consist of the chair, board members and staff of the Worker's Compensation Board of Indiana, the director and staff of the Indiana Department of Labor, the commissioner and staff of the Indiana Department of Insurance and the manager and staff of the Indiana Compensation Rating Bureau. These members shall pay no dues but shall enjoy the same privileges as associate members.

HONORARY MEMBERS: Upon nomination of a member, the Board, by majority vote, may designate a person as an honorary member of the Institute. An honorary member shall pay no dues but shall enjoy the same privileges as associate members.

Except for special associate members and honorary members, all persons desiring to become members of the Institute shall apply by using a form prescribed by the Board of Directors and payment of applicable dues.

ARTICLE VII - BOARD OF DIRECTORS

The affairs of the Institute shall be governed by a Board of Directors (hereinafter referred to as "the Board") consisting of no less than three (3) persons and no more than twenty-one (21) persons including associate members elected to the Board and immediate past president. Except as provided in Article VI (B), directors shall be elected at the annual membership meeting from and by the members of the Institute. Beginning with the 1998 annual meeting, elected directors shall hold office for two (2) years or until their successors are elected and qualified.

The Board shall have the power and authority to fill vacancies on the Board for the remainder of the term of the person creating the vacancy.

The Board shall meet at least quarterly and at such other times as may be called by the president of the Institute.

The immediate past-president of the Institute and the president of each chapter shall serve as ex-officio, voting members of the Board.

The members and associate members of the Institute at any annual meeting, by majority vote, may elect any individual member to the position of Member Emeritus of the Board of Directors. Such person shall serve for a term of one year and may serve successive terms. A Board Member Emeritus shall have the same privileges and voting rights as any other member of the Board. At any one time there may not be more than the greater of five persons or twenty-five percent (25%) of the membership of the Board in the status of Member Emeritus.

Six members of the Board shall constitute a quorum for the conduct of business at any regular or special meeting of the Board upon ten (10) days notice, unless is waived by attendance.

ARTICLE VIII - OFFICERS OF THE INSTITUTE

The officers of the Institute shall be a president, president-elect, vice-president, secretary, and treasurer. The same persons may hold the office of secretary and treasurer. The officers of the Institute shall be elected by the Board from its membership at its next meeting following the election of directors. Only Members of the Institute may hold office as an officer. Officers shall hold office from that date. The duties of the officers shall be those which are usual and customary for that office and shall include such other duties as the Board may from time to time direct. Beginning with the 1996 annual meeting, elected officers shall hold office for one (1) year or until their successors are elected and qualified.

The Board may appoint an assistance secretary and/or assistant treasurer if it determines such positions are in the best interest of the Institute.

The Board, by majority vote, may remove any member of the Board or officer of the Institute for good cause.

In the event of a vacancy in the membership of the Board or office of the Institute, such vacancy shall be filled by majority vote of the Board, which person shall hold said office for the unexpired term of the person who created the vacancy. However, in the event of a vacancy in the office of the president, the president-elect shall, without further action of the Board, assume the office of president for the unexpired term. By assuming the office of president due to the creation of a vacancy, the president-elect shall continue in such office through the term he or she would have served but for the prior vacancy in the office of president.

ARTICLE IX - STANDING COMMITTEES

The Board may establish such committees as it may deem necessary and appropriate for the conduct of the affairs of the Institute which serve at the pleasure of the Board. The chair of the committee shall be appointed by the president and serve at his her pleasure. Associate members may chair and serve on committees of the Institute.

The Executive Committee of the Institute shall consist of its elected officers. The Executive Committee may include any committee chairperson at the designation of the president. The Executive Committee shall have the power and authority to act for and on the behalf of the Board of Directors between regularly scheduled meetings of the Board of Directors.

The Board of Directors may assign any responsibilities to the respective committees of the Institute as it may deem from time to time appropriate.

ARTICLE X - ANNUAL MEMBERSHIP MEETING

The annual membership meeting of the Institute shall be held at such a place, time and date as the Board shall determine during the third quarter of the year.

For purposes of conducting business of the Institute, the lesser of fifty (50%) percent of the membership or twenty (20) members or associate members attending shall constitute a quorum.

Notice of the annual meeting or any special meeting of the members and associate members shall be given to all members at least thirty (30) days prior to the meeting.

For purposes of the election of directors, the president shall appoint a nominating committee at least thirty (30) days prior to the annual meeting select candidates for the nomination at the annual meeting.

ARTICLE XI - RESIGNATION

A member or associate member of the Institute may resign membership at any time by giving written notice to the secretary.

ARTICLE XII - AMENDMENTS

The bylaws may be amended by the Board of Directors of the Institute as it from time to time may deem appropriate and in the best interest of the Institute.

ARTICLE XIII - RULES OF ORDER

The Institute shall follow Robert's Rules of Order of Parliamentary Procedure, Newly Revised Edition, for the conduct of its affairs. The president ay appoint a parliamentarian for giving reference to these rules of order as needed.

ARTICLE XIV - CHAPTERS

The Institute, through its Board, may establish chapters of the Institute on a geographic basis within the State of Indiana as it may deem in the best interest of the Institute and on such terms and conditions as it may from time to time prescribe.

A chapter may be established by two or more members or associate members of the Institute to carry on the purposes of the Institute upon application to and approval of the Board. The chapter may adopt local rules for its operation which are not inconsistent with those of the bylaws of the Institute and which are subject to prior approval by the Institute's Board of Directors before they are effective.

All money and property received by a chapter shall be the property of the Institute subject to a division of those funds for the use of the chapter based upon a formula adopted by the Board and distributed by the Institute's treasurer.

A chapter shall have at least a president and a treasurer, both of whom must be active members as defined in these bylaws. Through its treasurer, it shall be accountable to the Institute for all money and property received and expended and shall file financial reports with the Institute's treasurer at such times and upon such terms as the Institute's Board shall require, at least annually. All funds received by the chapter shall at all times be the property of the Institute. The chapter treasurer shall keep and maintain financial records of the chapter as directed by the Institute's treasurer. The chapter shall use the Institute's Employer Identification Number (EIN) on any financial institution accounts. The books and records of the chapter shall be subject to inspection and audit by the Institute's Board or its designee upon demand.

A chapter's affiliation with the Institute may be terminated at the discretion of the Institute's Board without cause and any funds of the chapter shall be released immediately to the Treasurer of the Institute.

Note: This version of the bylaws of the Institute replace and supercede the bylaws adopted by the Board on April 28, 1998 and all previous versions adopted by the Board prior to February 27, 2001. (2005 Changes to Bylaws Adopted March 22, 2005)