Our ByLaws - 2007

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Bylaws of the
College of Pension Actuaries, NFP

Member and Board Approved
May 15, 2007

Article I - Name, Organizational Basis, and Location

1. Name: This organization shall be named "College of Pension Actuaries, NFP" or "College of Pension Actuaries", hereinafter referred to as the "College" or "COPA".

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

3. Location: Offices of the College shall be located in the State of Illinois and/or in such other localities as may be determined by the Board of Directors. A person, as appointed by the President, shall serve as Agent of Record for legal notices and other purposes.

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 the offices of the Corporate Secretary 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. Membership and Financial records shall be kept on a calendar year basis.
5. Conduct Business by Mail or Electronic Means: The College may conduct business by either mail or electronic means with the Members for all matters with the exception of Dues Delinquency Notices and Waiver of Dues matters which must be handled by mail.

Article II - Objectives

The objectives of the College of Pension Actuaries are to:

1. Advance the knowledge of actuarial science as it relates to retirement and other employee benefit plans,

2. Promote and maintain high professional and ethical standards among its members,

3. Enable actuaries engaged in pension practice to discuss common issues,

4. Promote the interchange of information among actuaries and the leadership of various actuarial organizations,

5. Keep the public informed of the profession and of the responsibilities of the professional pension actuary in public practice, and

6. Educate governmental agencies and Congress on issues that affect the short and long range health of the private pension system.

In order to achieve these objectives, it shall hold meetings, 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

1. Classes of Membership: The College shall consist of a single class of Members who shall be entitled to use the designation COPA.

2. Membership Committee: There shall be a Membership Committee consisting of at least two (2) Members appointed by the President on an annual basis, subject to the approval or disapproval of the Board of Directors. Said Membership Committee shall be responsible for recruiting new Members, for reviewing applications for Membership, and for approving or denying such applications.

3. Requirements for Admission: An actuary who is in good standing with the Joint Board for the Enrollment of Actuaries (JBEA), who wishes to become a Member of the College of Pension Actuaries shall submit to the Membership Committee such information as deemed appropriate by said Committee.

4. Good Standing: Good standing with the JBEA shall include compliance with continuing education requirements, disciplinary procedures, and other rules and regulations of the JBEA.

5. Resignation: Any Member may file his or her resignation in writing with the Treasurer, and it shall become effective as of the date it was filed. 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

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

Notice of the date or dates and place of the Annual Business Meeting shall be given to the Membership by the Secretary at least thirty (30) days prior to the date of such meeting. For all meetings, announcement in any publication of the College shall constitute valid notice. If a Member attends the Annual Business Meeting, he or she shall be considered as having received proper notice of the meeting.

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. The Secretary shall give notice of the date or dates and place of a Special Business Meeting to the Membership at least thirty (30) days prior to the date of such meeting.

3. Voting: Each Member will be entitled to cast one (1) 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.

4. Quorum: The quorum required to conduct any business of the College shall be one-tenth (1/10th) of the Members entitled to vote.

Article V - Board of Directors

1. Composition: The Board of Directors of the College shall consist of voting and non- voting members.

a. Voting Members: There shall be nine (9) elected Directors, plus the President, President-Elect and, for a period of two (2) years following his or her presidency, a past President.

b. Non-Voting Members: The individuals that serve in the capacity of Vice President(s), Secretary and Treasurer shall be non-voting Members of the Board of Directors.

2. Election and Term of Office: All Members of the Board of Directors shall be Members of the College. At each Annual Business Meeting of the College, based on a report of the Election Commissioner as described in Paragraph 3 of this Article, three (3) members of the Board of Directors shall be elected, each to serve for a period of three (3) years beginning at the close of the Annual Business Meeting following their election and continuing until the beginning of a successor’s term. The term of office for Directors shall expire at the end of the Annual Business Meeting.

In 2007, the third (3rd) and final shortened Board term cycle pursuant to the Bylaws adopted on April 20, 2005, the President and the President-Elect shall determine the Directors, whose terms will expire at the end of the Annual Business Meeting.

3. Nominations and Voting: An "Election Commissioner" shall be appointed by the President no later than ninety (90) days prior to the beginning of the Annual Business Meeting. The Election Commissioner shall solicit Board Nominations from the Membership electronically no later than sixty (60) days prior to the beginning of the Annual Business Meeting. Upon receiving any Board Nomination, the Election Commissioner shall immediately notify the Nominated Candidate. All such Nominated Candidates seeking election to the Board must submit an electronic Nomination Acceptance and a statement by another Member seconding the Nomination no later than thirty (30) days before the Annual Business Meeting, at which time the Nominations Process is closed. Upon the closing of the Nominations Process, the Election Commissioner shall notify all Members electronically of the identity of the Nominees and shall arrange for the election of the Directors as described herein.

In the event that any Nominated Candidates have not submitted a Nomination Acceptance by the close of the Nominations Process, or if there are an insufficient number of candidates for the open positions, the Election Commissioner shall so notify the Board, which shall have seven (7) days in which to choose and obtain the Nomination Acceptance of an Alternate Nominee or Nominees. In choosing any Alternate Nominee, the Board is authorized to select and obtain a Nomination Second and Nomination Acceptance for any Member in Good Standing.

The Election Commissioner shall be ineligible to run as a Director.

Voting for Board Members shall be conducted electronically by the Election Commissioner. The Voting Process will commence no later than twenty-one (21) days before the Annual Business Meeting and be completed at least three (3) business days before the Annual Business Meeting.

The President shall not vote, except in the event of a tie, and will do so at the Annual Business Meeting.

The Election Commissioner, or delegate, shall announce the voting results at the Annual Business Meeting. Results shall not be valid unless a quorum of one-tenth (1/10th) of the Members entitled to vote have cast ballots pursuant to this section.

4. Re-Election: There is no ultimate limit on the number of years that a voting Board Member may serve. Voting Board Members can be elected to two (2) full three (3) year consecutive terms and a maximum of eight (8) consecutive years if they fill a short term. After a voting Board Member has fulfilled the consecutive rule of the preceding sentence, he or she may not be reelected to a voting Board Member position for two (2) years.

5. Forfeiture of Board Term: If an elected Board Member is:

a. elected to be either the Vice President, Secretary or Treasurer, or

b. resigns or dies, or

c. is removed for cause pursuant to Paragraph 11 of this Article,

the remainder of the Board term shall be forfeited, and a replacement shall be appointed.

6. Inheritor of a Short Board Term: If the forfeited term is with respect to the Board Member being elected as an Officer, the open Board position shall be filled by the Member who:

a. was on the slate of proposed Board Members,

b. was not elected as a Director or Officer and

c. had the next highest vote count on the Board of Director slate at the Annual Meeting.

If there are not sufficient candidates, the President shall appoint a replacement Board Member and the appointment shall be approved by the Board.

If the short term is created due to a non-election cycle officer vacancy, the President shall appoint and the appointment shall be approved by the Board.

If a Board Member is elected or appointed to a short term that has greater than two (2) years remaining, that Board member can only be elected or appointed to one full three (3) year term. If the short term is two (2) years or less the Board Member could be elected to two (2) additional three (3) year terms.

7. Limit on Members from Same Firm: No election to the Board shall cause more than three (3) Members from any one (1) firm, proprietorship, or organization employing enrolled actuaries, to serve as Directors at the same time.

8. Duties: The Board of Directors shall set the strategic focus of the College and enact the rules and guidelines under which it operates. It shall also approve or deny all mid-term Board vacancies appointed by the President, occasioned by death or resignation or from any other cause; authorize committees as it may deem necessary for the conduct of the affairs of the College; appoint the Chair and members of any audit committee; promulgate rules of professional conduct for Members of the College and interpretations relating thereto; approve the compensation of all employees of the College; and assign any additional duties to officers and committees.

9. Meetings: An Annual Board Meeting shall be held during the date or dates and at the place of the Annual Business 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. Meetings may be held by telephone or by means of electronic conferencing facilities and any vote taken at any such meeting shall have the same strength as if taken at a face-to-face gathering. Notice of such other meetings must be either mailed or electronically sent at least ten (10) days prior to the time of meeting stated in such notice.

10. Quorum: The quorum required to conduct any regular or special meeting of the Board of Directors shall be seven (7) voting Board Members.

11. Removal of a Director for Cause:

a. An elected Board Member, who is incapable of fulfilling the duties of Board Membership, either due to neglect of duties or malfeasance in that position, shall either resign or be subject to removal by the Membership, pursuant to this Paragraph and subject to 805 ILCS 105.108.35 (c).

b. Complaints that a Board Member or Members are incapable of fulfilling the duties of Board Membership, either due to neglect of duties or malfeasance in that position, shall first be brought to the attention of the Board of Directors. The Board of Directors, meeting at a regular or special meeting of the Board, shall determine whether to recommend to the membership that said Board Member or Members be removed provided, however, that no such determination shall occur until the Board Member or Members against whom a complaint were lodged have been advised of the complaint and given reasonable opportunity to present a defense before the Board. Unless two-thirds (2/3rds) of the Board Members present and voting determine to recommend removal, the Board Member or Members subject to the complaints shall remain on the Board.

c. Upon the determination discussed in the previous sub-paragraph, that a Board Member or Members are incapable of fulfilling the duties of Board Membership, either due to neglect of duties or malfeasance in that position, the Board shall immediately so inform the Membership, by electronic written notice.

d. The Election Commissioner shall arrange for an electronic vote of the membership to occur within sixty (60) days of the sending of the notice referred to in the prior sub-paragraph.

Article VI - Officers

1. Composition: Officers of the College shall consist of a President, a President-Elect, one (1) or more Vice Presidents, a Secretary, a Treasurer and for a period of two (2) years following his or her presidency, a past President.

2. Election and term of Office: All officers shall be Members of the College. At each Annual Business Meeting of the College the President-Elect, Vice President(s), Secretary and Treasurer shall be elected based on a report of the Election Commissioner. The Vice President(s), Secretary and Treasurer shall each serve for a period one (1) year beginning at the close of the Annual Business Meeting following the election and continuing until the beginning of a successor’s term. An officer’s term shall expire at the end of the Annual Business Meeting. The President-Elect shall succeed to the Office of President without further vote. Any vacancies shall be appointed by the President and approved by the Board.

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 Business Meeting of the College after completing the remainder of the short term and a full one (1) year term.

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

3. Re-Election: Vice President(s), Secretary and Treasurer do not have term limits.

4. Nominations and Voting: The Election Commissioner shall solicit Officer Nominations from the Membership electronically no later than sixty (60) days prior to the beginning of the Annual Business Meeting. Upon receiving any Officer Nomination, the Election Commissioner shall immediately notify the Nominated Officer Candidate. All such Nominated Officer Candidates seeking election must submit an electronic Nomination Acceptance and a statement by another Member seconding the Nomination no later than thirty (30) days before the Annual Business Meeting, at which time the Nominations Process is closed. Upon the closing of the Nominations Process, the Election Commissioner shall notify all Members electronically of the identity of the Officer Nominees and shall arrange for the election of the Officers as described herein.

In the event that any Nominated Candidates have not submitted a Nomination Acceptance by the close of the Nominations Process or if there are an insufficient number of candidates for the open positions, the Election Commissioner shall so notify the Board, which shall have seven (7) days in which to choose and obtain the Nomination Acceptance of an Alternate Nominee or Nominees. In choosing any Alternate Nominee the Board is authorized to select and obtain a Nomination Second and Nomination Acceptance for any Member in Good Standing.

The Election Commissioner shall be ineligible to run as an Officer.

Voting for Officers shall be conducted electronically by the Election Commissioner. The Voting Process shall commence no later than twenty-one (21) days before the Annual Business Meeting and be completed at least three (3) business days before the Annual Business Meeting.

The President shall not vote, except in the event of a tie, and will do so at the Annual Business Meeting.

The Election Commissioner, or delegate, shall announce the voting results at the Annual Business Meeting. Results shall not be valid unless a quorum of one-tenth (1/10th) of the Members entitled to vote have cast ballots pursuant to this section.

5. 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 Board Meetings, Business Meetings and Executive Committee Meetings of the College. He or she shall appoint the Election Commissioner, a Chairperson(s) for each committee authorized by the Board and a Board Liaison for each committee.

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.

6. 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 VII - Executive Committee

1. Composition: The Executive Committee shall consist of the President, President-Elect, Vice President(s), Secretary, Treasurer and the most recent past President.

2. Duties: The Executive Committee shall be responsible for managing COPA on a day-to-day basis. In addition 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. Propose amendments to the Bylaws,

b. Establish any qualifications or requirements for membership in the College,

c. Accept resignations or reinstate any Member who has resigned or has been disciplined,

d. Enforce the discipline rules under Article IX,

e. Appoint the members of an audit committee, or

f. Fill vacancies among the Officers or Board membership.

The Executive Committee reports to the Board of Directors.

3. Meetings: The Executive Committee shall meet upon the call of the President or upon the call of any three (3) of its members.

4. Quorum: The quorum required to conduct any meeting of the Executive Committee shall be three (3) members of the Executive Committee.

Article VIII - Finances and Contracts

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. 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.

b. Waiver of Dues: The Board of Directors may from time to time establish or amend policies regarding dues waivers for health, age, retirement, and/or other reasons. Past Presidents and any Member who is deemed inactive by the JBEA under 20CFR 901.11L may also have dues waived.

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.

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.

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.

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 IX - Discipline

The College will follow the JBEA disciplinary processes.

Article X - Indemnification

Every current or past Board Member, 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 Board Member, 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 Board Members, 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 XI - 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 either mailed or electronically sent by the Secretary to the Members of the College. Voting will be done electronically.

3. An amendment shall become effective when approved by at least fifty percent (50%), plus one (1), of the Members.

Article XII - 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 XIII - 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.