Our ByLaws

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Bylaws of the College of Pension Actuaries

Adopted and Approved July 2005

Article I - Name, Organizational Basis, and Location

Section 1. Name. This organization shall be named "The College of Pension Actuaries."

Section 2. Organizational Basis. The College is a not-for-profit corporation, organized and operated under the California Not For Profit Corporation Act, with the intent to qualify for tax exemption under Section 501(c)(6) of the Internal Revenue Code.

Section 3. Location. Offices of the College shall be located in the State of California and/or in such other localities as may be determined by the Board of Directors.

Section 4. Maintenance of Corporate Records. All books and records of the College, including minutes, records of account, records of members, articles of incorporation, bylaws, etc., shall be kept at its principal place of business and shall be open for inspection to the members, or to a member's agent or attorney, for any proper purpose during normal business hours, upon written demand stating such purpose. Members shall have the right to make copies or extracts of records.

Article II - Objectives

The objectives of the College of Pension Actuaries are:

1. To advance the knowledge of actuarial science.

2. To promote and maintain high professional and ethical standards among its members.

3. To enable actuaries engaged in pension practice to assemble to discuss common problems.

4. To promote the interchange of information among actuaries and the various actuarial organizations.

5. To keep the public informed of the profession and of the responsibilities of the professional actuary in public practice.

In order to achieve these objectives, it shall hold meetings, publish proceedings and discussions, conduct studies, make or sponsor investigations, and undertake such other activities as may appear desirable and necessary to achieve the objectives.

Article III – Membership

Section 1. Classes.

The College shall consist of a single class of members who shall be entitled to use the designation M.C.A.

Section 2. Requirements for Admission.

a) Approval and Confirmation. A pension actuary who is in good standing with the Joint Board for the Enrollment of Actuaries (JBEA) shall, after submission such forms as deemed appropriate, become a member of the College of Pension Actuaries.

Section 3. Continuing Education.

To remain a member in good standing, an actuary must complete the continuing education requirements promulgated by the JBEA.

Section 5. Resignation.

Any member against whom no complaints or charges are pending may file his or her resignation in writing with the Treasurer, and, if accepted by the Board, it shall become effective as of the date it was filed. Notwithstanding the foregoing, the Board may in its discretion permit the resignation of a member against whom a complaint or charge is pending. The Board, on written application of a member who has resigned, may reinstate the member subject to such conditions as it may prescribe.

Article IV - Meetings of the College

Section 1. Annual Meeting. The annual meeting of the College shall be held in the spring of each year, or at some other time, and at such place as is designated by the Board of Directors.

Written notice of the date or dates and place of the annual meeting shall be given to the membership by the Secretary at least thirty days prior to the date of such meeting. For all meetings, written announcement in any publication of the College shall constitute valid notice. At all meetings, attendance by a member shall constitute a waiver of this notice provision.

Section 2. Special Business Meetings.

A special business meeting of the College may be called at any time at the request of a majority of the Board of Directors. Written notice of the date or dates and place of a special business meeting shall be given to the membership by the Secretary at least thirty days prior to the date of such meeting.

Section 3. Voting.

Each Member will be entitled to cast one vote upon all questions brought before the annual or any special business meeting of the College. There shall be no voting by proxy at any meeting of the College.

Special Rule for 2005

The election of Officers and Directors shall be based upon electronic voting as approved by a majority vote of the Members. The 60 day notice requirement shall be waived.

Section 4. Quorum.

The quorum required to conduct any business of the College shall be one-tenth of the Members entitled to vote.

Section 5. Conduct of Business by Mail.

The College may conduct business by a mail vote of the Members applying the procedures of Article XIII, regarding amendments, to whatever resolution is proposed to the membership.

Article V - Antitrust Compliance

All meetings of the College will be conducted in compliance with Federal and State antitrust laws and any discussion of anticompetitive activities among members is strictly prohibited.

Article VI - Board of Directors

Section 1. Composition.

The Board of Directors of the College shall consist of nine elected Directors, as provided below, plus any individual who, though not an elected Director, is President, President-Elect or, for a period of two years following his or her presidency, a past President.

Section 2. Election and Term of Office.

All members of the Board of Directors shall be Members of the College. At each annual meeting of the College, three members of the Board of Directors shall be elected, each to serve for a period of three years beginning on the first day of the calendar year following election at the time of election and continuing until the beginning of a successor’s term. Additional members of the Board shall be elected as needed to fill any existing vacancies for the unexpired terms.

An elected member of the Board shall be eligible for re-election at the expiration of his or her term of office, provided that no Director shall be eligible for re-election after having served as a Director for the two immediately prior consecutive terms, disregarding any period for which he or she was elected to fill a vacancy.

Any Director ineligible for re-election under the preceding paragraph shall be eligible for election as a Director after a period of one year has elapsed since he or she last served as an elected member of the Board.

Special rule for 2005.

After the nine Directors are elected their terms shall be determined by lottery with three Directors serving for the balance of 2005, three Directors serving for through 2006 and three Directors serving through 2007. The President shall determine and preside over the lottery.

A past President shall be eligible for election as a Director after a period of one year has elapsed from the time when his or her ex officio membership on the Board as a past President has expired.

No election to the Board shall cause more than three actuaries from any one firm, proprietorship, or organization employing actuaries, to serve as Directors at the same time.

Section 3. Duties.

The Board of Directors shall manage the affairs of the College. It shall fill all mid-term Board vacancies, for a period up to the next annual meeting, occasioned by death or resignation or from any other cause; authorize the appointment of such committees as it may deem necessary for the conduct of the affairs of the College; appoint the members of any audit committee; promulgate rules of professional conduct for members of the College and interpretations relating thereto; authorize the compensation of all employees of the College; and assign any additional duties to officers and committees.

Section 4. Meetings.

An annual meeting of the Board of Directors shall be held during the date or dates and at the place of the annual meeting of the College at such time or times as may be designated by the President. Other meetings of the Board may be called by the President, to be held at such place as he or she may designate, or by any three Directors, to be held at the main office of the College, or at such other place as a majority of the Board of Directors may agree (by telephone or otherwise). Notice of such other meetings must be in writing and mailed at least ten days prior to the time of meeting stated in such notice.

Section 5. Quorum.

The quorum required to conduct any regular or special meeting of the Board of Directors shall be seven Directors.

Section 6. Removal of a Director for Cause.

A Director who is incapable of fulfilling the duties of Director, either due to neglect of duties or malfeasance in that position, shall either resign or be subject to removal by the Board. The Board may remove such a Director by an affirmative vote of two-thirds (2/3) of the Board of Directors present and voting at any regular or special meeting of the Board. A vote for removal shall occur only after the Director against whom a complaint has been lodged has been advised of the complaint and has been given reasonable opportunity to present a defense before the Board.

Article VII - Officers

Section 1. Composition.

Officers of the College shall consist of a President, a President-Elect, one or more Vice Presidents, a Secretary, and a Treasurer. All officers shall be members of the Board of Directors.

Section 2. Election and Term of Office.

Each Officer and Director shall be elected by direct vote of all eligible members.
Each Officer and Director shall be elected from a list of Nominees.
Each Officer and Director must maintain good standing with the College throughout his or her term. Should such Officer or Director lose good standing with the College, his or her term shall end on the date good standing is lost.

a) Eligible Candidates

Nominees for Officers must be Members in good standing for at least sixty (60) days before the annual meeting.

b) Nominations

Nominations may be made by the Nominating Committee, by other Members, or by a Member personally submitting their intention in writing to the Nominating Committee not less than 60 days prior to the annual meeting. All Members nominated for office will be announced to the membership prior to the elections in compliance with California Non-Profit Corporation law.

c) Written Ballots

Officers shall be elected and installed during the Annual Meeting. A majority vote of the members voting will be necessary for a candidate to be elected or a ballot measure to be approved. Directors will be elected by receiving the largest number of votes of the number of Directors specified to be elected. Voting shall be by written ballot. Absentee ballots shall be counted only if received in the Business Office of the College not later than three business days preceding the Annual Meeting.

d) Succession of President

Except as herein provided, the President-Elect shall automatically succeed the President as of the first day of the calendar year following the expiration of the President’s term and shall serve as President until the end of the calendar years.

In the event that the office of President becomes vacant, the President-Elect shall automatically succeed to fill the vacancy for the unexpired term, and shall serve as President until the close of the annual meeting of the College next following the expiration of such unexpired term.

A retiring President who was elected as President or President-Elect shall thereafter be permanently ineligible for election as President or President-Elect.

e) Vice-President Term Limitation

A Vice President shall not be eligible for re-election at the meeting when he or she has served as Vice President for a period of two consecutive years.

f) Vacancy

In the event of a vacancy in the office of Vice President, Secretary or Treasurer, the Board shall, by majority vote of the whole Board, elect a successor to fill the vacancy for the unexpired term.

Section 3. Duties.

In addition to such duties as may be assigned to officers from time to time by the Board of Directors, the officers shall perform the following:

a) President. The President shall preside at all meetings of the College, the Board of Directors, and the Executive Committee. He or she shall appoint all committees authorized by the Board.

b) President-Elect. The President-Elect shall have such duties as may be assigned by the President or by the Board. In the absence of the President, or in the event of his or her inability or refusal to act, the President-Elect shall perform the duties of the President.

c) Vice Presidents. Each Vice President shall have such duties as may be assigned by the President or by the Board.

d) Secretary. The Secretary shall record and file minutes of all meetings of the College, the Board of Directors, and the Executive Committee; send all notices of meetings; oversee the corporate records of the College; and in general perform all customary duties of the office of Secretary.

e) Treasurer. The Treasurer shall oversee all College funds; collect the annual dues; pay all bills approved by the President for expenditures authorized by the Board of Directors; keep a detailed accounting of all receipts and expenditures, which shall be audited from time to time by any audit committee appointed by the Board and present a financial statement to the membership annually.

Section 4. Removal of an Officer for Cause.

An officer who is incapable of fulfilling the duties of office, due to malfeasance in that position, shall either resign or be subject to removal by the Board. The Board may remove such an Officer by an affirmative vote of two-thirds (2/3) of the Board of Directors present and voting at any regular or special meeting of the Board. A vote for removal shall occur only after the officer against whom a complaint has been lodged has been advised of the complaint and has been given reasonable opportunity to present a defense before the Board.

Article VIII - Executive Committee

Section 1. Composition.

The Executive Committee shall consist of the President, the President-Elect, the Vice Presidents, the Secretary, the Treasurer and the most recent past President.

Section 2. Duties.

All powers of the Board of Directors shall, between meetings of the Board of Directors, vest in the Executive Committee except the power to:

a) Pass upon applications for membership;
b) Propose amendments to the Bylaws;
c) Establish any qualifications or requirements for membership in the College;
d) Accept resignations or reinstate any member who has resigned or has been disciplined;
e) Reprimand, suspend, or expel any member;
f) Appoint the members of an audit committee;
g) Fill vacancies among the officers or Board membership.

Section 3. Meetings.

The Executive Committee shall meet upon the call of the President or upon the call of any three of its members.

Section 4. Quorum.

The quorum required to conduct any meeting of the Executive Committee shall be three members of the Executive Committee.

Article IX - Finances and Contracts

Section 1. Dues.

All dues of members shall be due and payable as of the beginning of each calendar year for such calendar year.

a) Amount. The amount of dues shall be determined annually by the Board of Directors, with any changes subject to confirmation by a majority vote of the voting members present and voting at the annual meeting of the College before such dues become effective. Annual dues shall be payable for a full calendar year or for any part of a calendar year during which the person was a member of the College, provided that when a person is admitted as a member after July 1 of any year, the dues shall apply for the calendar year beginning on the succeeding January 1. The payment of such dues shall entitle the member to a copy of The Proceedings for the year for which the dues were paid.

b) Waiver of Dues. The Board of Directors may, in its discretion, upon a member's written request, waive payment of all or any part of dues by any member who has become totally disabled or who has attained an age as specified by the Board from time to time, or who is no longer substantially engaged in active actuarial work. In order to remain in waived membership status, a member must notify the College via mail or fax and pay any dues that may be required. If notification is not received, the Treasurer shall notify the member in writing that a response was not received. After the mailing of such notice, if the waived member fails to respond, the Treasurer shall report the individual's name to the Board of Directors, whereupon the Board shall strike the name of such member from the rolls and he or she shall cease to be a member of the College.

Section 2. Delinquencies.

The Treasurer shall notify a member in writing when that member's dues become in arrears, accompanied by a copy of this section of the Bylaws. Following the mailing of such notice, if the dues remain unpaid, the Treasurer shall report the delinquency to the Board of Directors, whereupon the Board shall strike the name of such member from the rolls, and he or she shall cease to be a member of the College. Such member may, however, be reinstated by vote of the Board and upon payment of such arrears of dues as the Board shall direct.

Section 3. Contracts.

The Board may authorize any officer, agent or staff employee to enter into any contract or execute and deliver any instrument in the name or on behalf of the College, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or staff employee shall have any power or authority to bind the College by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 4. Checks.

All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness shall be signed by such officer(s) or agent(s) of the College as shall from time to time be determined by the Board.

Section 5. Deposits.

All funds of the College not otherwise employed or invested shall be deposited to the credit of the College in such banks, trust companies, or other depositories as the Board may select.

Article X - Discipline

Reserved.

Article XI - Publications

Section 1. The Board of Directors shall create a Papers Committee. The Board of Directors shall appoint a person who shall serve as the chair of the Papers Committee

Section 2. The Papers Committee shall publish its policy on papers as approved by the Board of Directors and review all papers submitted to the College for publication in accordance with such policy.

Article XII - Indemnification

Every current or past Director, officer, staff member, employee of the College, committee member, or member of any disciplinary board of the College (and his or her heirs, executors, administrators, and personal representatives) and such others as specified from time to time by the Board of Directors shall be indemnified by the College against all costs and expenses (including but not limited to legal fees, amounts of judgment paid, and amounts paid in settlement) reasonably incurred in connection with the defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative, or other, in which he or she or they may be involved by virtue of such person being or having been a Director, officer, staff member, employee of the College, committee member, or member of any disciplinary board of the College or in connection with any appeal therein, provided, however, that in the event of a settlement, the indemnification herein provided shall apply only when the Board of Directors approves such settlement, and provided further that such indemnity shall not be operative with respect to any matter as to which such person shall have been finally adjudged liable in such claim, action, suit, or proceeding on account of his or her own willful misconduct or malfeasance in the performance of his or her duties.

The rights accruing to any person under this Article shall be without prejudice to any rights or benefits given by the Board of Directors inconsistent therewith in special cases and shall not exclude any other rights or benefits to which he or she may be lawfully entitled. This section shall be interpreted under current state law relating to the indemnification of Directors, officers, staff members, employees, committee members, or members of any disciplinary board of the College, and shall be deemed to be automatically amended to conform to any changes in the law that may conflict.

Article XIII - Amendments

The College may amend its Bylaws from time to time by the following procedure:

1. Any proposed amendment must be approved by a majority of the members of the Board of Directors.

2. As soon as practicable after approval by the Board of Directors, but not less than thirty-five (35) days prior to the date set by the Board for the return of ballots, a copy of the proposed amendment shall be mailed by the Secretary to the Members of the College.

3. An amendment shall become effective when approved by at least fifty percent (50%), plus one, of the Members who express their vote in writing. All Members must be given notice of the proposed amendment. Notices shall be effective five days after the mailing thereof when sent to the address of each Member as currently listed in the records of the College. Ballots, to be valid, must be returned to the Secretary on or before the date specified by the Board and included in the notice, which date shall be not less than thirty-five (35) days after the date of mailing the notice.

Article XIV - Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors, or officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered in furtherance of its exempt purposes and to make purchases for all items needed for the reasonable conduct of the business of the College.

Article XV - Dissolution

Dissolution of the College and distribution of its remaining assets, after payment or provision for payment of all lawful debts of the corporation, shall be determined by the Board of Directors. Such dissolution shall be in conformity with current provisions of the Internal Revenue Code pertaining to tax-exempt organizations. In no event shall any assets, in whole or in part, be distributed to any individual, private member, or officer of the College.

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