By-Laws

BY-LAWS

CODE OF ETHICS

ENFORCEMENT PROCEDURES

FRACTIONALIZED INTERESTS

DISCLAIMER


The Life Insurance Settlement Association (the “Corporation), a nonprofit corporation duly formed under the provisions of Title 8 of the State of Delaware’s General Corporation Law (the “Act” or “GCL”) hereby adopts the following by-laws.
 

ARTICLE I: NAME, OFFICES, AND AGENT

SECTION 1. NAME. The name of the Corporation shall be the “Life Insurance Settlement Association.”
 
SECTION 2. OFFICES AND AGENT. The Corporation shall have and maintain a registered office and registered agent in Delaware, as required by the Act and may have other such offices within or without the State of Delaware and other such registered agents as the Board of Directors may from time to time determine.
 
SECTION 3. PRINCIPAL OFFICE. The principal office of the Corporation shall be in a location determined by the Board of Directors. The Corporation may from time to time have other such offices as the Board of Directors may determine or as the affairs of the Corporation may require. At no time will the principal office of the Corporation be located at the office of any Member.

ARTICLE II: PURPOSES

SECTION 1: NOT-FOR-PROFIT. The Corporation is organized as a non-stock, non-profit corporation in the State of Delaware. The Corporation shall operate as a not-for-profit, tax-exempt organization under Section 501 (c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Code) (the “Code”).
 
SECTION 2. PURPOSE. The purpose of the Corporation shall be as set forth in the Articles of Incorporation and shall include advancing the highest standards of practice and professional development for the life settlement industry, educating consumers and advisors about a life settlement as an alternative to the lapse or surrender of a life insurance policy, and advocating on behalf of the life settlement industry before legislative, regulatory and other appropriate bodies.
 
SECTION 3. RULES. The following rules shall conclusively bind the Corporation and all persons acting for or on behalf of it:
 

  1. Mission. All policies and activities of the Corporation shall be consistent with the mission statement adopted by the Board of Directors, as amended or modified from time to time;
  2. Antitrust/Trade Regulation Law Compliance: All activities of the Corporation shall be conducted consistently with applicable federal, state and local antitrust and trade regulation laws.


ARTICLE III: MEMBERS

SECTION 1. MEMBERSHIP. Membership shall be granted to any eligible entity or individual upon submission and approval by the Board of Directors of an application and payment of required dues. Members shall be participants in the viatical and life settlement business as providers, brokers, service providers, investors, funding/financing entities and/or licensed under the laws of any state to engage in the business of viatical or life settlements.
 
SECTION 2. CLASSES OF MEMBERSHIP. The Corporation shall have three classes of membership, as follows:
 

  1. Charter Members: Any individual or entity meeting the membership eligibility requirements set forth in Section 1 of this Article shall be eligible to apply to become a Charter Member of the Corporation. An entity admitted to membership as a Charter Member shall designate in writing one (1) representative (“Designated Representative”) who shall be entitled to cast the member’s vote on matters submitted to a vote of the Corporation’s membership. An individual shall be eligible to apply to become a Charter Member only if s/he has no affiliation with an entity eligible to apply to become a Charter Member. Charter Members are entitled to all the benefits and privileges afforded Voting Members and, in addition to these benefits, are also admitted to the Corporation’s Public Policy Council (“PPC”). The PPC oversees the Corporation’s efforts with respect to legislative and regulatory affairs at the federal and state levels, works closely with legislators, regulators, insurance industry groups, lobbying firms and others to promote and protect the Corporation’s interests in the public policy arena.
  2. Voting Members: Any individual or entity meeting the membership eligibility requirements set forth in Section 1 of this Article shall be eligible to apply to become a Voting Member of the Corporation. An entity admitted to membership as a Voting Member shall designate in writing one (1) representative (“Designated Representative”) who shall be entitled to cast the member’s vote on matters submitted to a vote of the Corporation’s Membership. An individual shall be eligible to apply to become a Voting Member only if s/he has no affiliation with an entity eligible to apply to become a Voting Member. Voting Members are entitled to all the benefits and privileges afforded the Corporation’s Members including discounts for attendance at the Corporation’s and specified industry partner events, recognition on the Corporation’s website, the opportunity to serve on the Corporation’s Working Groups and/or Advisory Committees, to be considered to serve on the Corporation’s Board of Directors and the right to vote for the Corporation’s Board of Directors and other matters, and all other benefits described in the Corporation’s Policies and Procedures.
  3. Honorary Members: The Board of Directors may designate certain individuals as Honorary Members in recognition of past service to the Corporation. Such individuals generally have made outstanding contributions to the goals and objectives of the Corporation in other capacities. Honorary Members shall pay no dues and shall be granted other such privileges that may be authorized by the Board of Directors from time to time.Honorary members shall not have voting rights in the Corporation but will be authorized to participate in meetings.Honorary Membership is only afforded to individuals, not entities.


SECTION 3. RIGHTS OF MEMBERS. All Members in good standing shall have the right to participate in the governance of the Corporation in the following manner:
 

  1. Charter and Voting Members shall have the right to vote on matters submitted for a vote by the membership, including the right to vote for members of the Board of Directors as provided in Article VI, Section 5 of these Bylaws. Designated Representatives of Charter and Voting Members of the Corporation shall be eligible to serve on the Board of Directors.
  2. Charter and Voting Members and their Designated Representatives shall be eligible to serve as members of Advisory Committees and Working Groups which may be established by the Board of Directors from time to time to advise the Board on areas of general interest or on specific issues. Such Advisory Committees and Working Groups may be established for an indeterminate period of time or for a limited period of time. Recommendations of Advisory Committees and Working Groups shall be presented to the Board of Directors and shall be taken into consideration by the Board in setting policy for the Corporation.
  3. Honorary Members shall not have voting rights, and they shall not be eligible to serve on the Board of Directors. Honorary Members may serve on Advisory Committees and Working Groups by invitation of the Board of Directors or others empowered by the Board of Directors.


SECTION 4. ADMISSION OF MEMBERS. Application for membership in the Corporation shall be made in writing upon a form approved by the Board of Directors and addressed to the Executive Director. The Executive Director shall submit applications for membership to the Board of Directors for its consideration at any regularly constituted meeting of the Board of Directors where a quorum is present. Upon approval of an application by a majority vote of the Board of Directors, the Executive Director shall notify the applicant and, upon payment to the Corporation of the applicable annual dues, the applicant shall become a member of the Corporation.
 
SECTION 5. TERMINATION OF MEMBERSHIP. Membership in the Corporation may be terminated as follows:
 

  1. Members of the Corporation who or which no longer meet the requirements of membership, whether by ceasing to be actively involved, associated with, or have an interest in the settlement of life insurance policies or otherwise, shall cease to be entitled to membership in the Corporation;
  2. Members of the Corporation, both entities and individuals and including senior executives of member entities, who are convicted of, or plead guilty or nolo contendere to, a crime, must disclose such a conviction or plea agreement to the Board of Directors to the extent permitted by applicable law. The Board of Directors shall vote on the Member’s continued membership, subject to application of the Corporation’s Code of Ethics or the Corporation’s Standards, provided that due process and notice are provided;
  3. Members of the Corporation who are determined to have violated the Corporation’s Code of Ethics or Corporation’s Standards, shall cease to be entitled to membership in the Corporation, provided that reasonable due process and notice are provided and that such action is approved by the affirmative vote of a majority of the Directors present at any meeting of the Board at which a quorum is present;
  4. A Member who or which does not pay his/her or its membership dues within the time period set by the Board of Directors shall cease to be entitled to membership in the Corporation, unless an exception, due to special circumstances, is made by the Board of Directors.Any membership so terminated may be reinstated by the Board of Directors after full payment of delinquent dues and upon such other terms and conditions as the Board of Directors may determine.
  5. The Board of Directors shall have the power to suspend or withdraw the privilege of membership in the Corporation, or take other appropriate disciplinary action with regard to a member for a violation of the Corporation’s Bylaws, Code of Ethics, the Corporation’s Standards or any duly adopted policy of the Corporation, provided that reasonable due process and notice are provided, and such action is approved by the affirmative vote of a majority of the Directors present at any meeting of the Board where a quorum is present.


SECTION 6. RESIGNATION. Any Member may resign with 30 days’ notice by filing a written resignation with the Executive Director of the Corporation, 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.
 
SECTION 7. REINSTATEMENT. Upon written request signed by a former Member and filed with the Executive Director, the Board of Directors may, by the affirmative vote of a majority of the Directors voting where a quorum is present, reinstate such former Member to membership upon such terms as the Board of Directors may deem appropriate.
 
SECTION 8. TRANSFER OF MEMBERSHIP. Membership in the Corporation is not transferable or assignable.
 
SECTION 9. CHANGE IN BUSINESS STRUCTURE. Any changes to the information previously remitted on the Member’s membership application must be filed with the Corporation in a timely manner. Any amended information to the Member’s membership application may cause the Board to revisit the Member’s membership status.
 
SECTION 10. MEMBERSHIP STANDARDS. From time to time, the Board of Directors shall adopt standards for the Corporation’s Members. These standards must be reviewed by the Board of Directors annually and shall then be disseminated to Members.

ARTICLE IV: MEMBERSHIP DUES

SECTION 1. AMOUNT & TIMING OF DUES. The Board of Directors shall set on an annual basis the amount of an initiation fee, if any, and the amount and timing of dues payable to the Corporation by Members of each membership class. Dues of a new Member shall be prorated from the first day of the month in which such new Member is admitted to membership to the end of the fiscal year of the Corporation.
 
SECTION 2. DEFAULT IN PAYMENT OF DUES. Expulsion of membership is automatic if dues are delinquent by 60 days from the date that such dues last became payable, unless the Board of Directors determines otherwise.

ARTICLE V: MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING. An annual meeting of the Members of the Corporation shall be held each year at such time and place as the Board of Directors may determine, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. Written, printed or electronic notice of such meeting shall be sent to each member at least 60 days prior to the appointed meeting date. If the election of Directors shall not be held at the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting or to be conducted by mail or electronic mail in such manner as the Board of Directors shall determine as soon thereafter as conveniently possible.
 
SECTION 2. SPECIAL MEETINGS. Special meetings of the Members of the Corporation may be called by the Board of Directors or by written request of not less than half of the Charter and Voting Members.
 
SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any place, either within or outside the State of Delaware, as the place for any annual meeting of the Corporation or for any special meeting called by the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the Corporation.
 
SECTION 4. NOTICE OF MEETINGS. Written notice of the place, date and hour of any meeting of the Members of the Corporation shall be delivered by mail or electronic mail to all Members, including the Designated Representatives of each Charter and Voting Member entitled to vote at such meeting.  Notice shall be given not less than ten (10) nor more than sixty (60) days before the date of such meeting.  Notice shall also be posted on the Corporation’s website accessible by Members. The purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be given upon the earlier of actual receipt or refusal of delivery. If notice is sent by electronic mail, such notice shall be deemed to be given upon receipt of electronic proof of delivery.
 
SECTION 5. INFORMAL ACTION BY MEMBERS. Any action required by law to be taken at a meeting of the Members of the Corporation, or any action which may be taken at a meeting of Members of the Corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the number of the Charter and Voting Members that would be necessary to approve such action at a meeting attended by all voting members.
 
SECTION 6. QUORUM. One-third of the Charter and Voting Members shall constitute a quorum for the transaction of business at any meeting. In the absence of a quorum or otherwise, a majority of the Members present may adjourn the meeting from time to time without further notice.
 
SECTION 7. VOTING. Any firm or corporation may be represented at any meeting by its Designated Representative and each firm or corporation shall be entitled to only one vote. If the manner of deciding any question has not otherwise been prescribed, it shall be decided by majority vote of the members present in person or by proxy. Any action required or permitted to be taken at a meeting of the Members may, if so determined by the Board of Directors, be taken pursuant to the written consent procedure set forth in the GCL.
 
SECTION 7. PROXIES. Charter and Voting Members may vote only in person, except that a Charter or Voting Member may designate by written proxy a person within his or her organization to vote on his or her behalf in lieu of the usual person representing such Voting Member if such usual person is absent.
 
SECTION 8. MANNER OF ACTING. A majority of the votes entitled to be cast on a matter to be voted upon by the Charter and Voting Members present or represented by proxy at a meeting of the Corporation at which a quorum is present shall be necessary for the adoption of such matter unless a greater proportion is required by law or by these bylaws. Each Charter and Voting Member shall be entitled to one vote.
 
SECTION 9. VOTING BY MAIL. Where Directors are to be elected by Charter and Voting Members, such election may be conducted by mail or electronic mail in such manner as the Board of Directors shall determine.

ARTICLE VI: BOARD OF DIRECTORS

SECTION 1. COMPOSITION.  The governing body of the Corporation shall be a Board of Directors consisting of nine (9) members, as follows:
 

  1. Four (4) Designated Representatives of Charter Members of the Corporation and four (4) Directors-at-Large, each of whom shall be elected by the Membership to serve staggered terms of three (3) years; and
  2. The Immediate Past Chair of the Board.

Designated Representatives of Charter Members shall also be eligible to serve as Directors-at-Large.  In the event there is no Immediate Past Chair of the Board, one (1) additional Member shall be elected as an additional Director-at-Large for a one (1) year term.
 
SECTION 2. POWERS.  The policies of the Corporation shall be determined, and its affairs shall be managed, by the Board of Directors. All powers of the Corporation may be exercised by or under the authority of the Board of Directors, except as hereinafter reserved to the Members. The Directors of the Corporation shall act only as a Board of Directors, or as a Committee thereof; individual Directors shall have no power as such.
 
SECTION 3. QUALIFICATIONS. Each member of the Board of Directors shall be an officer, employee or designated representative (collectively, a “designee”) of one of the Charter or Voting Members of the Corporation. No more than one designee per Charter or Voting member, or group of related entities as determined by the Board of Directors, shall be allowed to serve concurrently on the Board of Directors.
 
SECTION 4. TERM. Members of the Board of Directors shall be elected to serve staggered terms of three (3) years commencing at the start of the calendar year and the Directors, as a group, shall have staggered terms such that, to the extent possible, the terms of at least three Directors expire each year. No Director may serve more than two consecutive three-year terms (a) unless elected or appointed to serve as Vice-Chair or Chair, in which case such person’s term as a Director shall be extended to coincide with such person’s term as an Officer, or (b) unless otherwise determined by the Board of Directors on a case-by-case basis. A Director having served the maximum permissible number of consecutive years on the Board of Directors shall not be eligible to seek reelection to the Board for one (1) year thereafter.
 
SECTION 5. ELECTION. Prior to each annual meeting of the Corporation, the Board of Directors shall appoint a Nominating Committee, which shall be chaired by the Immediate Past Chair of the Corporation. At least two months before the annual meeting of the Corporation, the Nominating Committee shall send a call for nominations to all current Charter and Voting members of the Corporation. Any Charter or Voting member in good-standing may self-nominate or nominate a potential candidate for consideration by the Nominating Committee. The Nominating Committee shall submit to the Board of Directors prior to the annual meeting at which the election is to take place, a list of nominees at least adequate in number to fill all open positions on the Board, including replacing Directors whose terms are to expire at the end of the fiscal year and filling any newly created Board position. The slate of nominees shall be posted to the Corporation’s website prior to the Annual Meeting of the Corporation.  Voting for nominees will take place through such method as determined by the Board of Directors on an annual basis and the newly-elected Directors’ terms shall commence on the first day of the calendar year following the Annual Meeting.
 
SECTION 6. RESIGNATIONS. A Director may resign from his/her seat on the Board of Directors by providing written notice of his/her resignation to the Executive Director. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Directors of the Corporation of such resignation shall not be necessary to make it effective.
 
Any Director who shall fail to attend at least seventy-five percent (75%) of the regular meetings of the Board of Directors in any one-year period beginning on the inception of such person’s term of office shall be deemed to have resigned from the Board of Directors, as well as from any office of the Corporation held by such person, unless such absence or absences are excused by the affirmative action of the Board of Directors.
 
Any Director elected or appointed to the Board of Directors as a designee of a Charter or Voting Member of the Corporation who for any reason loses his or her status as a designee of such Charter or Voting Member shall promptly report such loss of designee status to the Corporation; should such Director not, within a period of sixty (60) days following the loss of such designee status, become a designee of another Charter or Voting  Member not already represented on the Board of Directors, he or she shall be deemed to have resigned from the Board of Directors, as well as from any office of the Corporation held by such person, upon the conclusion of such sixty (60) day period.
 
SECTION 7. REMOVAL. A Director may be removed at any time by a majority vote of the Charter and Voting Members of the Corporation.
 
SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors due to the resignation, removal, or death of a Director and/or any Directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the remaining Directors, or the unanimous consent of the remaining Directors if less than a quorum of the Board of Directors remains. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. All vacancies shall be filled within 120 days.
 
SECTION 9. COMPENSATION. Directors of the Corporation shall not receive any stated salaries for their services as Directors but, by resolution of the Board of Directors, may be reimbursed from time to time for the reasonable expenses of attendance, if any, at a special meeting of the Board or for reasonable expenses incurred at the direction of the Board.

ARTICLE VII: MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. LOCATION OF MEETINGS. Meetings of the Board of Directors, annual, regular, or special, may be held within or without the State of Delaware and may be held by means of telephone or similar conference pursuant to which all participants may hear and be heard simultaneously.
 
SECTION 2. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such time and place as shall be determined by resolution of the Board.
 
SECTION 3. CALL OF SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Executive Director, the Chair or any three Directors.
 
SECTION 4. SPECIAL MEETINGS. In the event of a special meeting of the Board of Directors, the Chair may fix any place, either within or without the State of Delaware, or by conference call or other electronic means as the place for holding such a meeting. In no case shall there be any meeting of the Board of Directors to which all the members of the Board are not invited. Notification of Board meetings shall be through the office of the Executive Director, the Chair or the Secretary/Treasurer.
 
SECTION 5. NOTICE OF SPECIAL MEETINGS. Written notice of any special meeting of the Board of Directors shall be given at least four (4) business days prior thereto if sent by mail, electronic mail, or facsimile transmission, or two days prior thereto if delivered personally, to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be given upon the earlier of actual receipt or refusal of delivery. If notice is given by facsimile or e-mail, such notice shall be deemed to be delivered upon receipt of the confirmation slip or electronic proof of delivery thereof. The notice shall state the general purpose(s) of such special meeting.
 
SECTION 6. WAIVER OF NOTICE. Whenever notice is required to be given to any director under the provisions of the GCL, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. A Director’s attendance at or participation in a meeting shall constitute a waiver of notice of such meeting.
 
SECTION 7. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum or otherwise, a majority of the Directors present may adjourn a meeting from time to time without further notice.
 
SECTION 8. MANNER OF ACTING BY MAJORITY VOTE. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or by these Bylaws for such act. Directors may participate in Board meetings by conference call or similar means but shall not be permitted to vote by proxy. Proper memorializing of all actions shall be the responsibility of the Executive Director as directed by the Secretary/Treasurer.
 
SECTION 9. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if unanimous consent of the Board of Directors is obtained in writing.


ARTICLE VIII: OFFICERS

SECTION 1. DESIGNATION. The officers of the Corporation shall consist of a Chair, a Vice-Chair, a Secretary/Treasurer, and the Immediate Past Chair (who shall be Directors) and may include an Executive Director and such other officers, assistant officers, and agents as may be deemed necessary. Each officer of the Corporation shall be a Designated Representative of a Charter or Voting Member who is currently serving as a Director.
 
SECTION 2. ELECTION. The Vice-Chair and Secretary/Treasurer shall be elected by the Board of Directors in the manner as may be determined from time to time by the Board as referenced in the Corporation’s Policies and Procedures Manual. If the election of officers shall not be held at the annual meeting of the Corporation, such election shall be held as soon thereafter as may be convenient.
 
SECTION 3. TERM. Officers shall serve for a term of one year, commencing upon their election and continuing until their successors are elected and qualified, or until their earlier resignation, removal or death. Upon the conclusion of his or her term as Vice-Chair, such person shall automatically succeed to the office of Chair. Subject to the limitation on consecutive terms of service on the Board of Directors, there shall be no limit upon the number of consecutive terms which an individual may serve as Secretary/Treasurer.
 
SECTION 4. RESIGNATION. Any officer may resign at any time by notifying the Board of Directors in writing. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Directors of such resignation shall not be necessary to make it effective.
 
SECTION 5. REMOVAL. Officers may be removed by a two-thirds vote of the Board of Directors whenever the Board determines, in its sole discretion, that removal is in the best interest of the Corporation.
 
SECTION 6. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
 
SECTION 7. CHAIR. The Chair shall be the chief executive of the Corporation and shall preside at all meetings of the Members, the Board of Directors and the Executive Committee. The Chair may sign, with the Secretary/Treasurer or other officer of the Association authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, these Bylaws or by statute to some other officer or agent of the Corporation; and in general the Chair shall perform all duties incident to the office of Chair. The Board of Directors may prescribe other duties to the Chair from time to time.
 
SECTION 8. VICE-CHAIR. The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.  If the office of the Chair should become vacant between elections, the Vice-Chair shall fill the vacancy and complete the unexpired term. The Vice-Chair shall then become Chair for a full term after the completion of the predecessor’s unexpired term.
 
SECTION 9. SECRETARY/TREASURER. The Secretary/Treasurer shall have charge and custody of and be responsible for all funds of the Corporation; shall receive and give receipts for moneys due and payable to the Corporation from all sources whatsoever, shall deposit all such moneys in the name of the Corporation in such banks, trust companies or other institutions as shall be selected in accordance with the provisions of Article XI Section 2 of these Bylaws; shall be responsible for the minutes of all meetings of the members, the Board of Directors and the Executive Committee; shall oversee the filing of the Corporation’s required reports and returns; and in general shall perform all the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him by the Chair or by the Board of Directors.
 
The Secretary/Treasurer shall keep the minutes of the meetings of the Members and of the Board of Directors and the Executive Committee in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; shall be the custodian of the corporate records and of any seal of the Corporation; keep a register of the post-office address of each Member which shall be furnished to the Secretary/Treasurer by such Member; and in general perform all duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him by the Chair or by the Board of Directors. The Secretary/Treasurer shall cause to be kept copies of all business records of the Corporation and shall be charged with appropriate recording of all meetings of the Board. The duties of the Secretary/Treasurer may be delegated, as specified by the Board of Directors, to the Executive Director or other agent approved by the Board of Directors. At the expiration of his or her term of office, the Secretary/Treasurer shall turn over to his or her successor in office all books, records, monies, and other properties of the Corporation.
 
SECTION 10. EXECUTIVE DIRECTOR. An Executive Director may be appointed by the Board of Directors to serve at the pleasure of the Board, subject to any contractual arrangements. The Executive Director shall manage the day to day affairs of the Corporation, shall act as an advisor to the Board, shall be entitled to attend all meetings of the Board (except those meetings on matters concerning the Executive Director) and shall have such other powers and responsibilities as the Board shall provide, but shall not be entitled to vote at any meetings of the Board. The Board sets the compensation for the Executive Director including performance bonuses as well as employee benefits and personal expense reimbursement policies, as applicable. The Executive Director reports to the Board of Directors.
 
SECTION 11. PROFESSIONAL MANAGEMENT. The Board of Directors may engage the services of professional management for the Corporation, either directly as employees of the Corporation or indirectly through an independent contractor and/or management services provider.

ARTICLE IX: COMMITTEES

SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors may designate and appoint one or more committees to undertake such actions related to the management of the Corporation, as it shall authorize. Unless specifically authorized by the Board of Directors, a Committee shall not have the power of the Board and shall serve only to recommend courses of action to the Board. In no event shall a committee have the authority of the Board of Directors in reference to:
 

  1. amending, altering or repealing these Bylaws;
  2. electing, appointing or removing any Member of such committee or any Director, officer or Member of the Corporation;
  3. amending or restating the Certificate of Incorporation of the Corporation;
  4. adopting a plan of merger or adopting a plan of consolidation with another Corporation;
  5. authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation;
  6. authorizing the voluntary dissolution of the Corporation, revoking proceedings thereof, or adopting a plan for the distribution of the assets of the Association;
  7. the appointment of committees of the Board of Directors; or
  8. amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.

The designation and appointment of any such 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/her by law.
 
SECTION 2. EXECUTIVE COMMITTEE. The Chair, Vice-Chair, Secretary/Treasurer, and the Immediate Past Chair, shall constitute the Executive Committee of the Corporation. The Executive Committee may be granted such authority by the Board of Directors to manage the affairs of the Corporation, exercising all authority of the Board of Directors permitted by law, in the interim between meetings of the Board of Directors and shall report its actions promptly to the Board of Directors.
 
SECTION 3. PUBLIC POLICY COUNCIL. The Designated Representatives of the Corporation’s Charter Members will comprise the Corporation’s Public Policy Council (“PPC”). The PPC will execute the Corporation’s efforts with respect to legislative and regulatory affairs at the federal and state levels, work closely with legislators, regulators, insurance industry groups, lobbying firms and others to promote and protect the Corporation’s interests in the public policy arena. The PPC shall have, and may exercise, such powers not inconsistent with the GCL, the Articles of Incorporation, or these Bylaws, as authorized by the Board of Directors.
 
SECTION 4. DESIGNATION. The Board of Directors may from time to time designate up to three (3) Directors to serve on a Committee or Committees as deemed necessary and proper. The Board of Directors shall have the power at any time to: designate a member of such Committee as its Chair; fill vacancies; change the Committee’s membership; or discharge a Committee.
 
SECTION 5. POWERS. Each committee shall have, and may exercise, such powers not inconsistent with the GCL, the Articles of Incorporation, or these Bylaws, as authorized by the Board of Directors. The members of a committee shall act only as a committee.
 
SECTION 6. TERM. Members of a Committee shall serve until the next annual meeting of the Board of Directors and until their successors are appointed, or until their earlier resignation, removal, or death, or until the committee shall sooner be terminated.
 
SECTION 7. MEETINGS. Meetings of a committee may be held within or without the State of Delaware and may be held in person or by other means. A majority of any such Committee may fix the time and place of its meetings. Each Committee shall keep records of its actions and report such actions to the Board of Directors and the Chair.
 
SECTION 8. QUORUM. A majority of the serving members of any Committee shall constitute a quorum. Any action of the majority of those present at a meeting at which a quorum is present shall be deemed the action of the Committee.
 
SECTION 9.  ADVISORY COMMITTEES. The Board of Directors may, from time to time, designate non-Director representatives of Charter and Voting members and representatives of non-Members of the Corporation to serve as members of Advisory Committees, Working Groups, or other groups in accordance with Article III, Section 3 of these Bylaws.


ARTICLE X: REPRESENTATION OF THE ASSOCIATION

No Member of the Corporation, including a member of the Board of Directors, is authorized to speak or take action on behalf of the Corporation without the prior specific authorization of the Board of Directors. In addition, no Member is authorized to use the name or logo of the Corporation in conducting its non-Corporation business in any manner that suggests or reasonably could be interpreted to imply the approval by the Corporation, other than to indicate mere membership in the Corporation.

ARTICLE XI: FINANCIAL AFFAIRS OF THE CORPORATION

SECTION 1. CHECKS, DRAFTS, CONTRACTS, ETC. The Board of Directors shall adopt policies and procedures regarding the payment and authorization of checks, drafts, orders, contracts, and other evidences of indebtedness, which shall then be approved by resolution of the Board.
 
SECTION 2. DEPOSITS. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in insured or money market account(s) maintained at such banks, trust companies or other institutions as the Board of Directors may select.
 
SECTION 3. 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 and not inconsistent with the Certificate of Incorporation of the Corporation. Any gifts made by the Corporation must be approved in advance by an affirmative vote of three quarters of the Directors sitting on the Board of Directors or by a majority of the Charter and Voting Members.
 
SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of January, except for the initial year, and shall end on the last day of December each year.
 
SECTION 5. LIQUIDATION OR DISSOLUTION. In the event of the liquidation or dissolution of the Corporation, the assets of the Corporation shall be transferred in accordance with Article X of the Certificate of Incorporation and in compliance with tax-exempt organization requirements under the Code.

ARTICLE XII: BOOKS AND RECORDS

The Corporation shall keep records of the following:
 

  1. Correct and complete books and records of accounts;
  2. Final minutes of the proceedings of Meetings of Members of the Corporation, the Board of Directors and any Committees having any of the authority of the Board of Directors; and
  3. A record of the names, addresses and class of membership of each Member of the Corporation.

Copies of all such books, records and minutes shall be maintained in written form at the Corporation’s registered or principal office and may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time. In addition, the Board of Directors shall cause the Corporation to prepare an annual financial report and an annual statement of transactions with interested persons in accordance with the GCL (or any successor provision) for presentation to the Members at the annual meeting.

ARTICLE XIII: INDEMNIFICATION

SECTION 1. DIRECTORS AND OFFICERS.
 

  1. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a 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 Corporation) by reason of the fact that such person is or was a Director or officer of the Corporation, or a Chair, Vice-Chair or Member of any Committee or Working Group or Advisory Committee of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender 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 reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, with respect to the criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
  2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director or officer of the Corporation, or a Chair, Vice-Chair, or Member of any Committee or Working Group or Advisory Committee of the Corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Corporation. 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 duty to the Corporation, unless, and only to the extent that, a court in which 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 is fairly and reasonably entitled to indemnity for such expenses.
  3. To the extent that any person referred to subparagraphs (a) and (b) of this Section has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith.
  4. Any indemnification under subparagraphs (a) and (b) of this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director or officer is proper in the circumstances because the has met the applicable standard of conduct set forth in subparagraphs (a) and (b) of this Section. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or (ii) 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 (iii) if neither of the preceding actions occurs, by a majority of the Charter and Voting Members.
  5. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding if the Board so authorizes in light of all the circumstances, and upon receipt of an undertaking by or on behalf of the Director or such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as provided in this Section
  6. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, bylaw, agreement, vote of Members, or disinterested Directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and 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 person.
  7. The Corporation shall have power to purchase and maintain insurance covering the Corporation and any person who is or was a Director, officer, employee, agent, or Chair, Vice-Chair, or Member of a Committee, task force or similar group of the Corporation, against liability asserted against such persons and incurred in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article XIII.


SECTION 2. EMPLOYEES AND AGENTS. The Board of Directors may, by resolution, extend the indemnification provisions of the foregoing Section 1 of this Article XIII to 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 by reason of the fact that he/she is or was the Executive Director, or any employee, agent, or other officially designated representative of the Corporation.

ARTICLE XIV: AMENDMENTS TO BYLAWS

At a meeting duly called for the purpose of considering changes to the Bylaws, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of three-quarters of all Directors, so long as written notice of any such alterations or amendments is distributed to the Members as soon as possible thereafter. Nothing herein shall limit the powers of the Members to alter, amend or repeal and adopt new bylaws at a meeting of Members duly called for such purposes.


These Amended and Restated by-laws were approved and implemented the 26th day of April 2019.
Life Insurance Settlement Association By: The Board of Directors