ARTICLE X - OFFICERS

Section 1. Officers
The Officers of the Corporation shall be a President, President-Elect, Immediate Past President, Vice President membership, Vice President Legislation, Vice President Education, Vice President Communications, Chief Financial Officer who shall be known as the Vice President Finance, Vice President Political Action, Vice President Foundation, and Vice President Public Affairs. Officers shall have powers and duties as specified herein and as may be additionally prescribed by the Board of Directors.

Section 2. Election and Term of Office
All Officers of the Corporation, with the exception of the President, Immediate Past President, and Vice President of Foundation shall be elected annually by the Delegates at the regular annual meeting of the Delegates. Each Officer shall hold office for a one-year term or until a successor shall have been elected and qualifies. Terms shall commence on July 1 of each year.

Section 3. Resignation
Any Officer may resign in accordance with the provisions set forth in Article VIII, Section 15, of these Bylaws.

Section 4. Vacancies
Vacant offices may be filled in accordance with Article VIII, Section 14, of these Bylaws.

Section 5. Qualifications of Officers
Any Voting Member of the Corporation who meets the qualifications set forth in Article VIII, Section 4, of these Bylaws sha1l be eligible to serve as an Officer of the Corporation except that any nominee for the office of President and/or President-Elect must have served on the Board of Directors of the Corporation in the year immediately preceding his/her election to the position of President-Elect.

Section 6. President
The President shall be the General Manager and Chief Executive Officer of the Corporation and shall supervise, direct, and control the Corporation's affairs. The President shall, if present, preside at all meetings of the Corporation and the Board of Directors. The President shall make appointments to and remove Members from various non-standing committees, task forces, and study groups of the Corporation and shall be an ex-officio Member of all such bodies.

The President shall perform all duties incident to his/her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he/she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized by the Board of Directors.

Immediately following the annual meeting of the Delegates, the President shall certify to the Executive Vice President of the National Association the names, addresses, and telephone numbers of the officers of the Corporation elected at the meeting.

Section 7. President-Elect
The President-Elect shall be the designated successor to the President. The provisions of this Section of these Bylaws notwithstanding, the President-Elect can be challenged at the Board of Directors meetings by a two-thirds (2/3) vote and if successfully challenged, shall not assume the Presidency of the Corporation and a replacement will be elected at the next meeting of the House of Delegates. The President-Elect shall preside at all meetings of the Corporation and the Board of Directors in the President's absence.

  1. The President Elect shall perform such duties as may be assigned by the President, the Executive Board, or the Board of Directors.
  2. The President-Elect shall immediately assume the office of the President when that office becomes vacant by reason of death, disability, resignation, recall or removal by due process. The President-Elect shall assume the office of President immediately following the adjournment of the annual meeting of the House of Delegates in the year subsequent to his/her election to the office of President-Elect.
  3. The President-Elect is the Chair of the Meeting and Events Committee.
Section 8. Immediate Past President
The Immediate Past President shall serve as a Member of the Board of Directors and shall perform such other duties as are assigned by the President and the Board of Directors. He/she shall serve as the Chairperson of the Corporation’s Nominations Committee.

Section 9. Vice President Communications
The Vice President, Communications, shall serve as Chairperson of the Communications Committee, shall preside over the meetings and activities of the Communications Committee, and shall report on its activities to the President and the Board of Directors upon request. He/she shall serve as editor and be responsible for the management of any Corporation newsletters and shall oversee the Corporation Website.

Section 10. Vice President Public Affairs.
The Vice President, Public Affairs, shall serve as Chairperson of the Public Affairs Committee, shall preside over the meetings and activities of the Public Affairs Committee, and shall report on its activities to the President and the Board of Directors upon request. He/she will be primarily responsible for consumer and media relations, and providing educational materials for consumers and legislators, town hall meetings, or consumer-based educational meetings.

Section 11. Vice President Membership.
The Vice President, Membership shall serve as Chairperson of the Membership Committee, shall preside over the meetings and activities of the Membership Committee, and shall report on its activities to the President and the Board of Directors upon request.

Section 12. Vice President Legislation.
The Vice President, Legislation, shall serve as Chairperson of the Legislation Committee, shall preside over the meetings and activities of the Legislation Committee, and shall report on its activities to the President and the Board of Directors upon request. The Vice President, Legislation, shall chair any legislative symposiums or conferences.

Section 13. Vice President Education
The Vice President, Education, shall serve as Chairperson of the Education Committee, shall preside over the meetings and activities of the Education Committee, and shall report on its activities to the President and the Board of Directors upon request. He/she will be primarily responsible for California Department of Insurance communications and continuing education activities as related to the Corporation’s continuing education programs.

Section 14. Vice President Finance.
The Vice President Finance shall act as the Corporation’s Secretary and Chief Financial Officer of the Corporation's funds and financial records and shall keep, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and transactions. The Vice President Finance shall:
  1. Provide the Members and Directors with such financial statements and reports as are required by law, these Bylaws, or the Board of Directors;
  2. Be responsible for the completion and submission of all required tax filings;
  3. Deposit, or cause to be deposited, all monies and other valuables in the name of the Corporation in such banks, trusts, or depositories as shall be selected by the Board of Directors;
  4. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever;
  5. Disburse, or cause to be disbursed, the Corporation's funds as may be directed by the Board of Directors, taking proper vouchers for such disbursements;
  6. Sign or countersign all checks;
  7. Keep, or cause to be kept, adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
  8. Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation or to his/her agent or attorney upon request therefor;
  9. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Board of Directors.
The Vice President Finance may be required to give the Corporation a bond at the discretion of the Board of Directors. The Vice President Finance shall preside over the meetings and activities of the Finance Committee and shall report on its activities to the President and the Board of Directors upon request.

In the capacity of Secretary of the Corporation, the Vice President Finance shall:
  1. Certify and keep, or cause to be kept, at the principal office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date;
  2. Keep, or cause to be kept, at the principal office of the Corporation, or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, committees, and Delegates, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
  3. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
  4. Be custodian of the records and of the seal of the Corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the Corporation;
  5. Keep, or cause to be kept, at the principal office of the Corporation a record of all Members containing the name and address of each and any Members and in the case where any membership has been terminated, he/she shall record such fact in the membership records with the date on which such membership ceased;
  6. Exhibit at all reasonable times to any Director or Member of the Corporation or to the Corporation’s agent or attorney, on request therefor, records as set forth in Article XV;
  7. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Board of Directors.


The Vice President, Finance, shall serve as Chair of the Finance Committee and the Ways and Means Committee, if such committees exist. He/she presides over meetings and activities of the Finance Committee and the Ways and Means Committee and shall report on the committees’ activities to the President and Board of Directors upon request.

Section 15. Vice President, Political Action.
The Vice President, Political Action, shall serve as Chairperson of the Political Action Committee, shall preside over the meetings and activities of the Political Action Committee, and shall report on its activities to the President and the Board of Directors upon request. He/she shall oversee Political Action Committee contributions, reporting, and fund raising activities.

Section 16. Vice President, CAHU Charitable Community Foundation
The Vice President Foundation shall report on the activities of the CAHU Charitable Community Foundation to the President and the Board of Directors upon request. The Foundation is a charitable, non-profit organization with a separate charter and bylaws, and a separate bank account, and shall function as a separate tax-exempt entity.

Section 17. Executive Director
The Executive Director shall serve as an ex officio (non-voting) Member of the Board of Directors and of all committees. The Executive Director shall be responsible for the mailing of notices and maintaining a book of minutes of all meetings, proceedings, and actions of the Board of Directors, the committees of the Board, and meetings of the Delegates.

The Executive Director shall keep at the principal office of the Corporation a copy of the Articles of Incorporation and the Bylaws as amended to date.

The Executive Director shall be responsible for directing the efforts and activities of the Corporation based on policy determined by the Executive Committee and the Board of Directors.