ARTICLE IX
BOARD OF DIRECTORS
 
Section 1. The Board of Directors shall consist of the five (5) Officers, three (3) non-officer Members, and the five (5) most recent Past-Presidents who are current LAPA members.  The Board of Directors shall supervise all affairs of LAPA. All members of the Board shall have one (1) vote each except for the Past Presidents. The Past-President’s Committee will have one (1) collective vote as is more fully described herein. A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business and the President shall preside as Chairperson at all meetings of the Board of Directors. At the time of their election, the Officers and three (3) non-officers of LAPA shall not, at the same time, include more than two (2) persons from the same Public Adjusting Firm. The Board of Directors shall meet in person or virtually a minimum of four (4) times per year. The Board of Directors shall serve without compensation.   

Section 2.  The three (3) non-officer members of the board of directors shall be required to reapply within 90 days after the completion of their fourth year of installment to the Board of Directors unless they are subsequently elected to an Officer position. Installment begins when a vote by full membership approves the application by a majority of the members present.  Notice of the end of the four-year installment and the beginning of the 90 days for application shall be provided by the Board giving the applicant the opportunity to reapply.

Section 3.  The Board of Directors shall execute and adhere to the Code of Conduct, Social Media Guidelines, Conflict of Interest, Confidentiality Agreement and any other documents required by the Board of Directors as updated and approved.

Section 4. A member of LAPA in good standing is eligible for a position on the Board of Directors after having been a member of the organization for a minimum of three consecutive years; a public adjuster for five years; and having served on a LAPA committee for one year.  However, the requirements of Article 7, Section 5 also apply.
 
Section 5 – In the event of the death, resignation, removal or disqualification of a non-officer member of the Board of Directors during his or her term, any eligible successors will be recommended by the Nominating Committee and presented for approval by the Board of Directors.  Resignation from the Board of Directors must be in writing. 

Section 6. Absences.  Any member of the Board of Directors may be removed due to excessive absences.  Attendance at less than 75% of duly noticed Board meetings will be considered an excessive absence.

Section 7. Any member of the Board of Directors may be removed for cause in accordance with procedures established by the Board of Directors.  Alternatively, the Board of Directors may remove any member for cause in accordance with the following procedures.  After the initial investigation of the grounds for removal, a majority vote of the officers will be required to initially consider removal.  If an officer is the subject of removal, he/she shall not have a vote in that action. Such removal action may then be taken at any regular or specially called meeting of the Board. The member considered for removal must be properly notified at least 30 days prior to the meeting, and they shall have the right and opportunity to be heard by the Board of Directors prior to taking the final vote and action. A 2/3 vote of the Board of Directors present shall be required to remove a member.  For purposes of Board removal of a member, “for cause” shall mean any of the following:
1.    Failure to fulfill the duties and requirements of the position as described in the bylaws
2.   Unresolved conflicts of interest that are considered detrimental to the integrity and mission of LAPA
3.  Statements (written, spoken, social media, etc…) that are in conflict with, or considered detrimental to, the integrity and mission of LAPA.

ARTICLE X
COMMITTEES
 
Section 1. There shall be nine (9) standing committees designated to serve. They are as follows: Membership, Ethics, Public Relations, Convention, Legislative, Finance, Past-Presidents, Education and Unlicensed Activity Fraud. 
 
Section 2. Members of all committees shall be considered and appointed by the Committee Chairs upon receipt and acceptance of their application to join the committee. Upon approval of the application by the Committee Chair(s) the committee member shall be required to sign a confidentiality agreement as approved and updated by the Board of Directors from time to time. 
 
Section 3. The Committee Chair(s) will have the duty to direct the activity of their respective committee. Additionally, the Committee Chair(s) will direct the preparation of their committee’s activity reports that will be created for presentation at quarterly, semi-annual, and/or annual meetings.   
 
Section 4. Each committee shall work to meet the goals set by the Board of Directors and work to enhance the goals of LAPA and shall follow procedures set forth in the respective committee’s protocol as updated and approved by the committee and the Board of Directors.  
 
Section 5. Any committee member may decline appointment or may resign his/her appointment to any committee giving his/her resignation in writing to the Committee Chair(s).
 
Section 6. A nominating committee shall exist to nominate the new slate of Officers and Directors and to address any vacancies that may arise. This committee will consist of the President, the two most recent past-presidents, the President-Elect, the Vice President, the Treasurer and the Secretary. The nominating committee must interview ladder nominees.   

Section 7.  Any committee member can be removed from a committee by the Chair(s) and/or the Board of Directors at a duly noticed meeting.
 
MEMBERSHIP COMMITTEE
Chair– Treasurer
 
The goals of this committee are to increase membership, provide membership data upon request continue to add value to the membership of LAPA, and to ensure quality control in the application process.  
 
ETHICS COMMITTEE
Chair– Vice President
 
The goals of this committee are to review the Code of Ethics and Conduct as required by the Louisiana Department of Insurance (LDI), Louisiana Association of Public Insurance Adjusters (LAPA), and Louisiana Statutory and Administrative Requirements, and to make sure that LAPA communications are in compliance with all LDI standards.  The Ethics Committee shall also be responsible for receiving and investigating any and all complaints relating to LAPA members. 
 
PUBLIC RELATIONS
Chair – Secretary
 
The goals of this committee are to prepare news releases on LAPA business and, as needed, assist with LAPA’s newsletters, website, and to assist with any public relations or marketing campaigns.     
 
CONVENTION
Chair-President- Elect
 
The goals of this committee are to plan, organize and prepare for all Conventions.  
 
LEGISLATIVE
Chair-President
 
The goals of this committee are to network with LDI officials and any applicable members of the Louisiana Legislature, to track and discuss any pending legislation in the State Legislature, as well as to ensure coordination with any Lobbyist(s) working on behalf of LAPA.   
 
PAST PRESIDENTS
Chair-Immediate Past President
 
The goals of this Committee are to provide special counsel to the president and to take on special projects as are designated by the President. The voting members of this committee shall consist of the immediate Past President and the next four sequential Past Presidents that are members of LAPA in good standing. A majority of the voting members of the Committee shall constitute a quorum for the purposes of voting and the immediate Past President shall preside as Chairman at all meetings of the Committee. The Committee shall have one (1) collective Board of Directors vote as a body.  Majority vote, within the Committee, shall be cast as the Committee’s vote by the Chair of the Committee.  In the event that a majority vote cannot be reached by the Committee at the time that the Board of Directors convenes to vote, the Committee Chair shall abstain from the Board of Directors vote.  

FINANCE
Chair – Treasurer

The Finance Committee provides analysis, advice, and oversight of the LAPA budget,  and shall be made up exclusively by current Board members. 

​EDUCATION
 
The goals of this committee are to work with speakers to create an educational program for LAPA to present to the public adjusting community.  This committee is also responsible for the preparation of outlines for submission to the LDI and the Louisiana Bar, as applicable, for course credit approval. At least one Chair shall be a current Board member and shall be recognized as a School Official with the LDI. 
 
UNLICENSED ACTIVITY FRAUD
 
The goals of this committee are to work with regulatory authorities to document and report cases of unlicensed activity which are received through the LAPA website portal. At least one Chair shall be a current Board member. 

ARTICLE XI
MEETINGS OF LAPA
 
Section 1. LAPA shall have at least one convention each calendar year at a time and place of the Board of Directors’ choosing and such other convention(s) and/or meeting(s) as determined by a majority vote of the Board of Directors.   
 
Section 2. Special Meetings may be called by the President, the Board of Directors, or upon a written request of ten (10) percent of LAPA voting membership.   
 
Section 3. Notices of LAPA convention(s) shall be distributed to each member no less than thirty (30) days prior to such meeting. Each notice shall state the place, fees, and date of the meeting and, to the extent possible, shall outline the business to be transacted. Notice of each Special Meeting, stating the date and place of such meeting and the business proposed to be transacted therein, shall be distributed to each member no less than ten (10) days prior to the date of such meeting. No business shall be transacted at any Special Meeting other than that specified in the notice. 
 
Section 4. Proceedings at any meeting shall be according to “Roberts Rule of Order” under the direction of the President or his/her designee.   
 
Section 5. Voting at each regular or Special Meeting shall be by Members present, and each present Member, who is entitled to vote pursuant to Article VI, shall have one (1) vote. 
 
Section 6. Ten (10) percent of the Members entitled to vote shall constitute a quorum at any meeting and a majority vote of the voting Members present shall be necessary to authorize any act of the Association, unless otherwise provided herein.

Section 7.  Any LAPA meeting, including any meeting of the Members, Board of Directors, Executive Committee, or any other committee, may be held by remote communication as provided herein and shall be subject to the following provisions:

(1) The technology used for the electronic meeting shall allow members full access to and full participation in all meeting transactions either continuously or intermittently throughout the specified time of the meeting.
(2) LAPA shall implement reasonable measures to authenticate the attendance and vote of each attendee.
(3) Participation in a remote meeting shall constitute presence for all purposes, including quorum and voting.
(4) Any action that could be taken at an in-person meeting may also be taken at a remote meeting held pursuant to this provision.
(5) Procedural rules related to the conduct of electronic meetings shall be established and promulgated by the Board of Directors.

ARTICLE XII
INITIATION FEES AND ANNUAL DUES 

Section 1. Initiation Fees: There shall be no initiation fee for members of LAPA unless approved at a meeting by a majority vote of members.   
 
Section 2. The Board of Directors of LAPA shall have exclusive powers to determine and establish the amounts and classifications of Annual Dues of LAPA for each Fiscal Year.   
 
Section 3. Invoices for the renewal dues shall be distributed to all members one month prior to the deadline each year. Renewal dues are payable within thirty (30) days.  
 
Section 4. Arrearages: Each member whose dues are not paid will be suspended from Membership and ineligible to vote. Any member who has not paid dues by the date of the Annual Convention, after notice has been delivered by LAPA, shall be automatically suspended from Membership and ineligible to vote. However, if such delinquent member pays his/her dues they shall be automatically reinstated.