BYLAWS OF TEXAS PROFESSIONAL INSURANCE AGENTS, INC.

( TEXAS PIA )

A TEXAS NON-PROFIT CORPORATION

Adopted at Annual Meeting in San Antonio, Texas, May 21, 2016

TABLE OF CONTENTS

Article I - Organization

1.1 Name: The name of the Association shall be the Texas Professional Insurance Agents, Inc. (hereinafter referred to as the “Association”)

1.2 Mission: To promote the prosperity, growth and perpetuation of the Association, its members and the insurance industry within the State of Texas.

1.3 Objectives: The primary objectives of this Association are as follows:

1. To serve the needs of the public by increasing the professional competence of its members.
2. To promote high ideals and standards throughout the insurance industry.
3. To represent the interests of its members before the various governmental and regulatory bodies.
4. To insure that vested interests of its members are protected and advanced by virtue of ownership rights in the insurance they produce.
5. To disseminate information to the public concerning the role and services performed by members and their staff.
6. To do all things necessary to facilitate the work of members and to serve their business needs.
7. To establish and maintain a close, friendly relationship between the members of the Association and the companies for which they write business. This is a corporation that does not contemplate peculiarly profits, incidental or otherwise to its members.

1.4 Registered Office and Registered Agent: The corporation shall have and continuously maintain in the State of Texas a registered office, as required by the Texas Non Profit Corporation Act. The registered office may be changed from time to time by the Board of Directors.

Article II - Membership

2.1 Classes of Members: The membership of the Association shall be comprised of the following classifications, the rights and qualification of each class are as follows:

2.1.2 Professional Member (A1): An agency owner or agency principal of a retail insurance agency licensed to transact business in the State of Texas. Each Agency is entitled to only one vote.

2.1.3 Associate Members (A2): Companies, organizations and individuals who provide goods, services and support to retail insurance agents and who wish to support the goals of the Association. This is a non-voting membership and is entitled to State benefits only.

2.1.4 Professional or Associate Supporter (A3): Licensed personnel of a “Professional Member” or “Associate Member” who are interested in furthering the goals of the Association and who wish to receive publications. This is a non-voting membership and is entitled to State benefits only.

2.1.5 Young Insurance Professional (Y3): Individuals who are not agency owners, age 40 and under, who are interested in furthering the goals of the Association and who wish to receive publications. This is a non-voting membership and is entitled to State benefits only.

2.1.6 Retired (RM): Available to individuals, who prior to retirement were classified as either a Professional or Associate member. This is a non-voting membership and will receive only electronic newsletter and publications and is entitled to State benefits only.

2.1.7 Honorary Member: Any natural person who has rendered notable service to the insurance industry and/or to this corporation may become an Honorary Member if so elected by the unanimous vote of all members of the Board of Directors at any meeting of the Board. Honorary Members shall be exempt from paying dues to the Association. This is a non-voting membership and is entitled to State benefits only.

2.1.8 Other Classes of Members: The Board of Directors, with the approval of the members, may establish such other classes of members as it deems appropriate, and shall establish criteria for membership in such class(es).

2.2 Termination of Membership: The Board of Directors, by affirmative vote of two-thirds all of the members of the Board present at any Board meeting, expel a member for cause. By a majority vote of those present at any Board Meeting, terminate the membership of any member who becomes ineligible for membership. The Executive Director may suspend any member whose dues remain unpaid for 60 days after the deadline for payment.

2.3 Resignation: Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

2.4 Reinstatement: Upon written request to the Secretary, signed by a former member whose membership was terminated involuntarily, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board at the Board's next regularly scheduled meeting, reinstate such former to membership on such terms as the Board of Directors may deem appropriate

2.5 Transfer of Membership: Membership in this Association is not transferable or assignable.

2.6 Dues: The dues for all membership classifications shall be determined by the Board of Directors. All dues once paid are non-refundable.

Article III - Governance

3.1 Governing Body: The business and affairs of the Association shall be managed and governed by the Officers and Board of Directors, which may exercise all powers of the Association and perform all lawful acts which are not by law, the Articles of Incorporation, or these Bylaws directed or required to be exercised or performed by the members.

3.2 Board of Directors: The Board of Directors shall be comprised of the officers described in Article III and at least three, but not more than seven directors and the National Directors, each entitled with one vote.

3.3 National Director(s): The Board shall nominate, from among the active A1 membership, as many National Directors as the Association is authorized by the Bylaws of the National Association.

3.4 Board of Directors' Meetings: A meeting of the Board of Directors shall be held during the Annual Meeting to transact such other business as may be deemed necessary. At least three (3) other meetings of the Board shall be held during the year at a time and place designated by the President, or by teleconference or web conference. The President shall preside at all meetings of the Board. In the absence of the President, the President-Elect shall preside. If neither is present, the Board members present shall elect a Chairman for the meeting from among its membership. A majority of the Board shall constitute a quorum. The Board of Directors shall keep regular minutes of its proceedings and shall post them on the member section of the website.

3.5 Elected Officers/ Directors: The elected Officers shall consist of the President; the President-Elect, and Secretary, Treasurer (herein together referred to as the elected Officers). All elected Officers of the Association shall exercise such powers and perform such duties as may be provided in these Bylaws or as shall from time to time be determined by resolution of the Board of Directors, not inconsistent with these Bylaws. The power and duties of each elected Officer shall be as follows:

3.5.1 The President: The President shall preside at the Annual Meeting of the Members and act as Chairman of the Board of Directors and Executive Committee. The President shall exercise general supervision over the work and activities of the Association as well as its other officers, employees, and agents; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all other duties incident to the office of President. The President shall have the power to appoint committees in accordance with the provisions of Article 3.9. The President may serve as a non-voting, ex-officio member of all committees, standing or otherwise except for those committees to which they are appointed a full member with voting privileges.

3.5.2 The President-Elect: In the event of the temporary absence or incapacity of the President, the President-Elect shall perform the duties and exercise the powers of the President. The President-Elect may serve as ex-officio member of all committees and shall be responsible for oversight of committee operations. The President-Elect shall generally assist the President and shall perform such other duties and assume such responsibilities as may from time to time be prescribed by the President or the Board of Directors.

3.5.3 Treasurer: Shall ensure that full and accurate financial records are kept for the Association, including, but not limited to, receipts, disbursements, income and balance sheet statements, and tax filings. The Treasurer shall be responsible for the oversight of the Executive Director in all financial recordings and reporting to ensure accuracy, and shall perform such other duties as may from time to time be prescribed by the President or the Board of Directors.

3.5.4 Secretary: Shall insure that all corporate filing, minutes, bylaws are maintained in accordance with applicable laws. Give notice in accordance with the provisions of these bylaws or as required by law. Perform all duties incidental to the office of Secretary and such other duties that may be assigned by the President or Board of Directors.

3.5.5 Director: Shall give advice and consent to the officers of the Association.

3.6 Appointed Officers: The Board of Directors shall have the power to appoint an Executive Director, under such contract, for such term, with such compensation, and with such powers and duties as the Board of Directors may deem to be in the best interests of the Association. The Executive must be bonded and list the Association as the oblige. The Executive Director need not be a member of the PIA of Texas. The Executive Director shall serve as a non-voting member of the Board of Directors and the Executive Committee.

3.7 Committees

3.7.1 Executive Committee: Shall be comprised of the elected officers of the Association, the Immediate Past-President, the National Director and one at-large member from the Board who shall be elected at the first meeting of the Board following the Annual Membership Meeting, each member having one vote.

Shall have and may exercise full authority to act in the stead and on the behalf of the Board of Directors in any matters of Association business and activities, and the actions taken by it shall be subject to ratification by the Board of Directors. The Executive Committee shall not have the authority to appropriate funds and will take no action that contravenes any policy or infringes upon any policy adopted by Board of Directors. The Executive committee shall keep regular minutes of its proceedings and shall report to the Board of Directors at the earliest subsequent meeting of the Board at which such report is practicable.

3.8 Budget and Audit Committee: The Budget and Audit Committee shall be comprised of not less than three members of the Board of Directors, who shall be appointed by the President. The Budget and Audit Committee shall be responsible for preparing the annual budget for the Association, monitoring its implementation, and overseeing the Certified Public Accountant selected by the Board of Directors to compile, review, or audit the annual financial statement and file necessary tax documents. The Budget and Audit committee shall be an advisory body and its authority shall be limited to budget preparation and those issues directly related thereto.

3.9 Presidential Committees: The President shall be authorized to establish and appoint such committees, as the President shall deem advisable. All committees established and appointed by the President shall be advisory in nature, unless otherwise specifically empowered by the Board of Directors. The members of each such committee shall be members of the Association and may, but shall not be required to be Directors of the Association. All such committees shall keep minutes of their proceedings and shall report the same to the President and the Board of Directors when required.

3.10 Board of Directors' Committees: The Board of Directors may, by resolution adopted by a majority of the Directors at a meeting at which a quorum is present, establish and appoint such other committee or committees as it shall deem advisable, and may delegate to such committees such authority as the Board of Directors shall prescribe, provided, however, that all committees shall be advisory in nature unless otherwise specifically empowered by the Board of Directors. Each such committee shall be comprised of members of the Association. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law. All committees shall keep minutes of their proceedings and shall report the same to the Board of Directors when required.

Article IV - Meetings

4.1 Annual Member Meeting: An annual meeting of the members shall be held at such time and place designated by the Board of Directors. During the annual meeting the election of officers and Directors will be conducted with the results announced. Any other such business if properly brought before the meeting may be transacted. Such annual meeting shall be held within 250 days before the end of the fiscal year. Written notice of the date, time, place and agency of the Annual Member Meeting shall be transmitted thirty days in advance of such meeting.

4.2 Special Meeting: Special meetings of the members may be called at such time and place by the President, the Board of Directors, or not less than one-tenth of the members having voting rights. In the event that ten percent (10%) of the Active Members request a special meeting, notice of such special meeting shall be sent to the members by the Chief Executive Officer, or President, within thirty (30) working days following the receipt of a written request therefore. Such meeting to be held within sixty (60) days following notice of such special meeting along with the date, time, place and agenda of the meeting.

4.3 Board of Directors' Meetings: A regular meeting of the Board of Directors shall be held prior to the Annual Meeting of the members of the Association at a time and place designated by the board of Directors. At such meeting the Board of Directors shall review the actions taken by the Officers and every committee authorized to act on behalf of the board during the preceding twelve months and shall transact such other business as may properly be brought before the meeting. The Board of Directors may conduct other regular meetings as agreed upon.

4.4 Special meetings of the Board of Directors: May be called by the President or on the written request of one-third of the number of Directors then serving. In the event that one- third of the Directors request a special meeting, notice of such special meetings shall be sent to the Directors by the Chief Executive Officer, or President, within five (5) working days following the receipt of a written request therefore.

4.5 Executive Committee Meetings: The Executive committee shall meet at the call of the President to transact such business as may properly be brought before the meeting. Special meetings of the Executive Committee may be called upon the written request of the Executive Committee. Special Meetings of the Executive Committee may be called by the President or on the written request of three members of the Executive Committee. In the event that three members of the Executive Committee request a special meeting, notice of such special meeting shall be sent by the Executive Director, or President, within fifteen working days following the receipt of a written request therefore. Such meeting to be held within five (5) days of notice.

4.6 Quorum

4.6.1 Annual Meeting: A quorum at the annual meeting shall consist of the voting members 10 in number, or 10%, whichever is greater. However, that at any meeting which will consider the merger or dissolution of the Association, a quorum shall consist of 75% of the voting members. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

4.6.2 Board Meetings: A quorum of the Board of Directors and Officers for the transaction of business shall consist of one-half of the number of Directors and Officers then serving, and the vote of a majority of the Directors and Officers present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors and Officers Present, whether or not a quorum is present, may adjourn any meeting to another place, date and time.

4.6.3 Executive Committee: A quorum of the Executive Committee for the transaction of business shall be a majority of its members. The vote of a Majority of all the members present at meeting at which a quorum is present shall be the act of the committee.

4.7 Rules: If and to the extent that procedures for the conduct of meetings of the members and the Board of Directors are not determined by these Bylaws, by the Manual of Procedures or by the Board of Directors, the current edition of Robert's Rules of Order, Newly Revised shall prevail. Except as other-wise provided by these Bylaws or by the Manual of Procedures, each committee shall adopt whatever other rules or procedures it determines for the conduct of its activities.

4.8 Attendance of Directors: Any Board Member who has two consecutive unexcused absences or four unexcused absences during their term of office shall be automatically terminated. An excused absence may be granted by contacting the President at least 24 hours prior to the meeting and advising them the reason for the absence. The President will then present the reason for the absence to the Board who will vote to grant an excused absence. The Secretary will notify the absent Board Member if they were granted an excused absence.

Article V - Elections and Vacancies

5.0 Nominations: The President shall appoint the Past President to serve as Chairman of a Nominating Committee to prepare a slate of Officers and Directors to be elected. Nominations may be made from the floor at the Annual Meeting. The Nominating Committee shall file its report in writing with the Board of Directors and the membership shall be notified not less than thirty (30) days prior to the elections. No member of the Nominating Committee may be a candidate for nomination to the Board.

5.1 Voting: Ballots shall be distributed via mail or electronic media to each Active Member at least thirty (30) days prior to the Annual Meeting and the ballots must be completed and transmitted to the Association headquarters within twenty (20) days. Ballots received after the prescribed deadline will not be counted. The required number of nominees receiving the highest number of votes shall be elected. In the event of a tie the winner shall be decided by lot.

5.2 Election of Officers and Directors: The number of Officers and Board of Directors of the Association to be elected at the Annual Meeting of Members shall be determined annually by the Nomination Committee, no later than sixty days before the Annual Meeting. All voting shall be by ballot for each office if two or more nominations are submitted. If only one nomination is submitted a voice vote may be taken. A majority of ballots cast shall constitute an election. The Nomination Committee list of candidates shall be included in the Notice of Annual Meeting.

5.3 Eligibility for Office: Any candidate for Officer or Board of Directors must be a current dues paying A1 member of the Association. The President-Elect shall at the time their selection (a) be currently serving as member of the Board of Directors, or (b) shall have completed their term as a member of the Board of Directors in the immediate, preceding year.

5.4 Term for Officers: Each elected Officer shall serve a term of two year or until his successor is elected and installed in office. The President may not succeed himself in office except when completing the unexpired term of his predecessor. New officers assume their duties upon the first day of the fiscal year.

5.5 Term for State Director: Shall be three (3) years or until their successor is elected. Their term of office shall begin at the first day of the fiscal year. A maximum of three terms may be served.

5.6 Term for National Directors: Shall be three years or until their successor is elected. Their term of office shall begin at the first of the fiscal year. A maximum of three terms may be served.

5.7 Resignation or Removal of Directors

5.7.1 Director Resignation: At any time, a Director may resign by giving written notice to the Board of Directors or the President. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors or the President. It shall not be necessary for a resignation to be accepted before it becomes effective.

5.7.2 Director Removal: Any Director may be removed, with cause, at the Annual Meeting of the members or at a special meeting of the members called expressly for that purpose at which a quorum is present, by a vote of the majority of the members present in person and entitled to vote thereon.

Cause shall be final conviction of a felony, declaration of an unsound mind by court order, or conduct prejudicial to the interests of the association.

5.8 Director Vacancy: Director vacancies occurring on the Board may be filled for the unexpired term by a majority vote of the Board. If such unexpired term exceeds one and one-half (1 ½) years, it shall be deemed to be a full term.

5.9 Officer Vacancy: In the event the President dies, resigns, or becomes unable to continue serving, President-Elect shall become President. In the event any other elected officer dies, resigns or becomes unable to continue serving, the Board of Directors shall elect a successor. The Board of Directors shall be the sole determiner of the ability of any elected Officer or appointed Officer to continue serving the Association.

Article VI - Indemnification

6.1 Indemnification of Officers and Directors: The Association shall indemnify any person who was or is a party or is threatened to be made, party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association) by reason of the fact that such person is or was serving at the request of the Association as a Director or Officer of another association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

6.2 Indemnification of Member: The Association shall indemnify any member who was or is a party or is threatened to be made a party to any threatened, pending or complete action or suit by or in the right of the Association or procure a judgment in its favor by reason of the fact that such person is or was a Director, an Elected officer or Appointed Officer of the Association, or is or was serving at the request of the Association as a Director or officer of another association, corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonable incurred by such a person in conjunction with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association: except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Association unless and only to the extent that the court which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person if fairly and reasonable entitled to indemnify for such expenses which such court shall deem proper.

6.3 Defense Expenses: To the extent that a Director or Officer of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection therewith.

6.4 Indemnification Determination: Except as provided in this section, any indemnification under subsection 6.1 or 6.2 of this Section (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon determination that indemnification of the Director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in subsections 6.1 and 6.2 of this Section. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceedings or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the members of the Association.

6.5 Indemnification Length: The indemnification provided by these Bylaws shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

6.6 Insurance of Officers and Directors: The Association shall purchase and maintain insurance on behalf of any person who is or was a Director, Elected Officer, Appointed Officer, employee or agent of the Association or is or was serving at the request of the Association as a Director, Officer, employee or agent of another association, corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or sign out of his or her status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Section.

6.7 Indemnification of Fiduciaries: To assure indemnification under this Article VI of all persons who are or were "fiduciaries" of an employee benefit plan governed by the Act of Congress entitled "Employee Retirement Income Security Act of 1974," as amended from time to time, and "other enterprise," as used in this Article VI, shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person or his or her duties to the Association also imposed duties on, or otherwise involves services by, such person to the plan or participants of beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to said Act of Congress shall be deemed "fines," and action taken or omitted by a person with respect to an employee benefit plan the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Association.

Article VII - Contracts, Checks, Deposits and Funds

7.1 Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

7.2 Checks and Drafts: All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or the President Elect of the corporation.

7.3 Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

7.4 Gifts: The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

Article VIII - Books and Records

8.1 Books and Record keeping Requirements: The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.

8.2 Audit: At annual review of the financial affairs of the Association shall be made by an independent Certified Public Accountant who shall be selected by the Board of Directors. The results of the examination shall be presented to the Board of Directors and published in the Association newsletter. The Board of Directors at any time deemed necessary request a review of the financials records of the Association, the results of which shall also be presented to Board of Directors and published in the Association newsletter.

Article IX - Fiscal Year

The fiscal year of the corporation shall begin on the first day of October and end on the last day in September in the following year.

Article X - Dissolution, Merger, Or Reorganization

10.1 Procedure for Dissolution, or Merger, or Reorganization: This corporation shall not be voluntarily dissolved, merged with a domestic or foreign corporation, or reorganized pursuant to any federal or state law except in the following manner: (a) 75% of the total number of members eligible to vote affirmatively do so; (b) at least 67% of the members present at the time the vote is taken in person, and not by proxy, who are eligible to vote affirmatively to do so.

10.2 Distribution of Assets: Upon the dissolution of the Association the assets of the Association shall be applied and distributed as follows:

1. All liabilities and obligations of the Association shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
2. All assets held by the Association upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, if any, shall be returned, transferred or conveyed in accordance with such requirements.
3. All other assets of the Association shall be transferred to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the Association pursuant to a plan of distribution of assets adopted by the Board of Directors as provided by law.
4. Under no circumstance shall the assets of the Association be distributed to the Members upon Dissolution of the Association.

Article XI - Bylaws Amendment

These Bylaws may be amended or repealed by a majority vote of the Active Members present and voting at any duly called and regularly conducted meeting of the Association; provided that such changes have previously been submitted to the Board of Directors 30 days prior to such meeting. These Bylaws may also be amended at a scheduled meeting of the Board of Directors, after the changes have been posted on the website, emailed to the members and published in the two previous Association monthly newsletter. Any input from the membership must be considered and transmitted to the membership as provided above before voted on by the Board of Directors. The vote of the Board of Directors must be unanimous for the changes to take effect.

Article XII - Other Provisions

12.1 Local Chapters: The Board of Directors may authorize the establishment of local chapters of the corporation, provided the membership requirements and purposes of the local chapters are consistent with the membership requirements and purposes of the corporation.

12.2 Employees: The Board of Directors may employ an Executive Director who shall implement the policies and objectives of the Board, in addition to other duties delineated by the Board. The Board of Directors may also employ, or authorize the Executive Director to employ, such other persons as the Board deems necessary.

12.3 Affiliation: The corporation shall affiliate with the National Association of Professional Insurance Agents and with such other professional organizations as is recommended and approved by the Board of Directors and approved by the membership at its annual meeting. Neither the Board of Directors shall recommend, nor the membership approve, any affiliation which would subject the corporation to the direction or control of any other organization. Any affiliations of the corporation may be modified from time to time by a vote of the membership.

12.4 Severability of Bylaws: If any provision of these Bylaws or the application there of to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of the Bylaws which can be given effect without the invalid provision or application, and to that end, the provisions of these Bylaws are declared to be severable.

12.5 Tense, Gender and Number of Words: Words used in the Bylaws in the past or present tense include the future tense and the future tense includes the present. Words importing the masculine gender include the feminine and neuter, singular includes the plural and the plural the singular except when the contrary intention is manifest.