Articles of Association of the National Association of Health Underwriters Political Action Committee
ARTICLE I - General
Section 1.01. Name. The name of this organization is the National Association of Health Underwriters Political Action Committee, also known as HUPAC.
Section 1.02. Principal Office. The principal office of HUPAC shall be designated as 1212 New York Ave, NW, Suite 1100, Washington, DC 20005 and such other locations as deemed necessary or appropriate by the Board of Trustees.
Section 1.03. Organization. The Committee shall be a non-profit unincorporated political association composed of its officers, directors, and all those who have contributed to the committee. HUPAC shall be independent of any political party, candidate, or organization except that it shall be a separate segregated fund of the National Association of Health Underwriters (NAHU).
ARTICLE II - Purposes
Section 2.01. Purposes: The purpose of the organization is to:
- Solicit and accept voluntary, personal contributions from NAHU members for the purpose of making contributions to candidates for federal, state, local elections, and other expenditures to encourage the elections of qualified candidates for political office as well as to support or oppose any political party committee, or any resolution or ballot issue;
- Educate elected officials and candidates for political office about the issues important to the members of NAHU.
ARTICLE III - Membership
Section 3.01. Membership. Any NAHU members in good standing, NAHU family members, and NAHU Staff may make a contribution to HUPAC.
ARTICLE IV - Organization: Board of Trustees (BOT)
Section 4.01. General. The BOT shall consist of a Chair, Vice Chair, Immediate Past Chair, 8 Regional Chairs and no more than 5 At-Large members. The BOT shall be responsible for determining the general direction of HUPAC. The BOT shall be appointed by the NAHU President with the assistance and in consultation with the HUPAC Chair, HUPAC Vice Chair, and Regional Vice Presidents.
Section 4.02. Term. The Chairperson, Vice Chairperson, and Member(s)-at-Large shall serve a one-year term, not to exceed more than two terms in the same position. Trustees from each Region shall serve two-year terms. Regional Trustees shall serve no more than two two-year terms. Terms shall begin with elections of the officers.
Section 4.03. Chairperson. The Chairperson shall call and preside at all meetings of the BOT and shall give, or cause to be given, all notice of all such meetings to the BOT. In the absence or incapacitation of the Chairperson the Vice Chairperson will take over duties of the Chairperson.
Section 4.04. Treasurer/Secretary. Subject to the provisions of the Articles of Association and applicable law, the Treasurer/Secretary shall have the custody of all funds, shall cause the keeping of full and accurate accounts of receipts and disbursements in books belonging to HUPAC, shall cause all funds to be deposited, and shall keep detailed accounts, records, bills, and receipts in a manner authorized by HUPAC. The Treasurer/Secretary shall disburse the funds of HUPAC as may be ordered by the BOT or the Executive Committee of HUPAC, taking proper documentations for such disbursements. The Treasurer/Secretary shall also prepare, sign, file and maintain copies of all reports concerning the activities of HUPAC.
Section 4.05. Other Officers. Such other officers as the BOT may choose, shall perform such duties and have powers as from time to time may be assigned to them by the BOT.
Section 4.06. Compensation. Volunteer Officers, members of the BOT, and Executive Committee members waive any right to receive compensation for services rendered to HUPAC. Members of the BOT or Executive Committee may be entitled to reimbursement of reasonable expenses incurred on behalf of HUPAC with approval of the Chairperson.
Section 4.07. Removal of BOT Trustee. Any member of the BOT can be removed from position by a two-thirds (2/3) vote of the BOT. Any member of the BOT can voluntarily resign from his/her position by giving the Chairperson written notice of resignation and specifying the effective date of the resignation.
Section 4.08. Vacancies in Office. Vacancies on the BOT, prior to the expiration of the term of office, shall be filled by appointment by the President of NAHU with the assistance and in consultation with the HUPAC Chair, HUPAC Vice Chair, and Regional Vice Presidents. The person so appointed shall serve the remainder of the term and may be appointed to serve no more than two additional two-year terms in accordance with Section 4.02.
Section 4.09. Meetings of the BOT. The Chairperson shall preside over the meetings of the BOT. The BOT shall meet no fewer than ten (10) times per year. Notice of meetings, stating its time and place or teleconference access codes, shall be given to each BOT member at least seven (7) days before the meeting. Notice of any meeting may be waived by signing a written waiver of notice or by attending the meeting. All votes shall be cast in person or may participate in a meeting by means of telephone or by the tally method where there is a survey of the votes of the BOT. There shall be no voting by proxy. A meeting of the BOT is required (a) to determine to whom or on whose behalf contributions or expenditures will be made to support or oppose the candidacy, nomination, and election of candidates for federal, state, or local office, or to support or oppose any resolution or ballot issue, (b) to propose an amendment to the Articles of Association, (c) to remove an officer or appoint officers of HUPAC, (d) to determine the disposition of funds belonging to HUPAC upon its dissolution, and (e) such other matters as may be determined from time to time by the Executive Committee.
Section 4.10. Quorum. In case of a vote on any matter specified in Article IV of these Articles, a majority of the BOT present at a meeting shall constitute a quorum to conduct business at the meeting except with respect to removal of a member of the BOT.
ARTICLE V - Executive Committee
Section 5.01. General. The Executive Committee shall oversee the decisions made by the BOT as well as perform such other functions and duties as bestowed upon the Committee by the BOT. The Executive Committee shall be composed of no fewer than three persons, and shall include the BOT Chair, Vice Chair, Immediate Past Chair, and Member-at-Large and such other members as the BOT deems necessary. Any number of offices may be held by the same person except as otherwise prohibited by law or these Articles.
ARTICLE VI - Advisory Committees
Section 6.01. Composition and Appointment. As the need arises, the HUPAC Chair can appoint an Advisory Committee subject to agreement of the BOT. The Advisory Committee shall consist of assigned members of the HUPAC BOT and, as needed, the NAHU Vice President of Congressional Affairs, Vice President of Government Affairs, Legislative Council Chair, State PAC or HUPAC chairs, as well as other individuals who are deemed appropriate for inclusion on the Advisory Committee. The responsibility of the committee will be outlined when the committee is formed.
Section 6.02. Disbursement/Candidate Budget Advisory Committee. This Advisory Committee shall consist of the NAHU Legislative Management Team and members of the BOT that are appointed by the HUPAC Chair. This Advisory Committee shall create an election cycle budget with feedback from Regional HUPAC Chairs who collaborate with state and local HUPAC Chairs in their region to recommend dollar contributions to campaign committees and candidates for federal office. This budget shall be presented to the BOT for a vote of approval. NAHU members and Chapter and State Association Officers may contact the Disbursement Advisory Committee or BOT member for consideration in making disbursements. Notwithstanding recommendations of the Advisory Committee, the final decision to make contributions or expenditures shall be at the sole discretion of the BOT.
Section 6.03. Administrative Fund Budget Committee. The Administrative Fund Budget Committee shall be led by the Vice Chair, Treasurer/Secretary and include other members of the BOT as assigned/needed. The Administrative Fund Budget shall be developed annually in conjunction with the NAHU budgeting process and presented to the BOT for a vote prior to the year the budget takes effect. The Administrative Fund Budget summary shall be posted on the HUPAC website and updated quarterly by the Treasurer/Secretary.
ARTICLE VII - Contributions and Expenditures
Section 7.01. All contributions to HUPAC shall be voluntary, and no contribution to HUPAC shall be solicited or secured by physical force, job discrimination or financial reprisal, or threat thereof, or as a condition of employment. Each individual whose contribution is solicited shall be informed at the time of such solicitation of the political purposes of HUPAC and his/her right to refuse to contribute without any reprisal.
Section 7.02. No contribution shall be accepted and no contribution or expenditure shall be made, by or on behalf of HUPAC at the time when there is a vacancy in the office of Treasurer.
Section 7.03. No member of the BOT or any contributor thereto shall have a right to share personally or otherwise in any funds or assets of the HUPAC upon its dissolution or at any other time.
Section 7.04. The contribution or expenditure of any funds of HUPAC shall be made pursuant to the determination of the BOT; provided, however, that no contribution or expenditure shall be made without the authorization of the Treasurer or his/her designee.
Section 7.05. The Treasurer shall be promptly notified of all contributions received by HUPAC. No contribution shall be accepted in excess of limitations or prohibitions imposed by applicable law and regulation. No anonymous contributions or contributions in cash shall be accepted in excess of amount allowed by applicable law or regulations.
ARTICLE VIII - Employees/Consultants
Section 8.01 Employees/Consultants. The BOT may hire or appoint consultants, who shall serve at the pleasure of the BOT, as necessary to carry out the HUPAC's purposes. Compensation shall be determined by the HUPAC BOT. If HUPAC is administered by a NAHU employee, the BOT must approve financing of this position annually in the Administrative Fund Budget.
ARTICLE IX - Standing Rules
Section 9.01. By-Laws and Rules. The BOT may adopt bylaws or rules providing for the further governance of the affairs of HUPAC in any manner consistent with these Articles. In the absence of contrary provisions, Sturgis Code of Parliamentary Procedure (as most recently revised) shall govern the affairs of HUPAC.
Section 9.02. Standing Rules. The BOT may adopt and amend such rules and regulations pertaining to the purposes, activities, and affairs of HUPAC as the BOT may deem necessary and desirable.
Section 9.03. Legal Counsel. The BOT is authorized to retain legal counsel, at the expense of HUPAC, to assist in campaign law compliance and to defend any suit or claim related thereto against HUPAC.
Section 9.04. Indemnification. The BOT shall indemnify any trustee, member, officer, employee, consultant, or former trustee, member, officer, consultant of HUPAC against all expenses and liabilities, including attorney fees reasonably incurred, in connection with the defenses of any action, suit, proceeding, civil or criminal, in which he or she is made party by reason of being or having been such trustee, member officer, employee, or consultant, except in relation to matter which he or she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duties.
HUPAC shall also reimburse any trustee, member, officer, employee, or consultant for the reasonable expenses of settlement of any such action, suit, or proceeding, if it shall be found by a disinterested majority of the BOT that it was in the interest of BOT that such a settlement be made and that such trustee, member, officer, employee, or consultant was not guilty of negligence or misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive or any other rights to which such any trustee, member officer, employee or consultant may be entitled under regulation, agreement, vote of member, or may be entitled as matter of law.
ARTICLE X - Separate Fund
Section 10.01. Separate Fund. All contributions to HUPAC shall be maintained by the Committee as a separate fund or funds, completely apart from the general treasury funds of any other entity or person, and all contributions to or expenditures in support of any candidate or political committee shall be made by the Committee from the separate fund or funds and from no other source. All contributions to HUPAC shall be deposited in one or more accounts with a national or state bank or other federally chartered and insured depository. All contributions and expenditures by HUPAC shall be made by checks drawn on such accounts, except for limited expenditures from any petty cash maintained in accordance with applicable law and regulations.
ARTICLE XI - Dissolution
Sections 11.01. Dissolution. HUPAC BOT may be dissolved at any time by the affirmative vote two-thirds (2/3) of HUPAC. In the event of such dissolution all remaining funds of HUPAC shall promptly be distributed to candidates or committees in a manner consistent with Section IV hereof and for the purposes set forth in Article II hereof, or to a charity described in Section 501 (c) (3) of the United States Internal Revenue Code of 1954, as amended.
ARTICLE XII - Amendments
Section 12.01. Amendments. These Articles shall be adopted and may be amended from time to time by the affirmative vote or majority of the BOT; provided, however, that no amendment shall be made which would cause HUPAC to be in violation of law and regulations applicable to its activities.
HUPAC Policy & Procedures