Constitution & By-Laws

(Amended March 2022)

ARTICLE I

​NAME
This organization shall be known as the “PHILADELPHIA LOSS CONFERENCE” and is hereinafter referred to as the “Loss Conference”.

OBJECTIVE
The purpose of the Loss Conference is to further education, provide technical information, developments, and encourage the highest professional standards of conduct among its members.

PROFESSIONAL CONDUCT
All members of the Loss Conference shall comply and adhere with the Code of Ethics and Anti-trust Admonition.  The Code of Ethics shall be established and may be amended from time to time by the Officers of the Loss Conference.

The Loss Conference will be a non-profit organization and its funds will not and shall not be used to align with any political body, group, or person to advance the candidacy of any individual or political agenda.

ARTICLE II
MEMBERSHIP

​FULL MEMBERSHIP
Membership shall be limited to loss personnel of insurance companies, independent adjustment company personnel who represent insurance companies, cause and origin experts, forensic engineering personnel, defense attorneys, restoration experts, and personnel from other organizations deemed appropriate by the Officers of the Loss Conference. This membership shall carry with it eligibility to hold office and vote.

HONORARY LIFE MEMBERSHIP
Life membership may be conferred upon any member in good standing with the recommendation and approval of the Officers, upon receiving a majority vote of the members present at any scheduled meeting of the Loss Conference. The candidate must meet the following requirements:

  • Dues-paying member of the Loss Conference;
  • Regular attendance at the monthly meetings;
  • Active member in good standing for at least ten (10) years; and
  • Rendered distinctive service to the Loss Conference, as determined by the Officers, during ten (10) or more years of participation with the organization.

An honorary life member will have all rights and privileges of full membership without payment of annual dues. Nominations for honorary life membership shall be presented in writing to the President of the Loss Conference at least thirty (30) days prior to a scheduled members meeting. No more than one (1) nomination will be approved in any year.

MEMBERSHIP APPROVAL
Applications for membership shall be made to the Officers of the Loss Conference or the Membership Committee. A written application, using a format approved by the Officers, must include an endorsement of at least one (1) full member in good standing. Once the Officers have given preliminary approval of the applicant, the application will be submitted to the members at a scheduled meeting for final approval. A majority vote of the members in attendance shall govern.

TERMINATION OF MEMBERSHIP
Membership in the Loss Conference shall terminate under one or more of the following circumstances:

  • Voluntary withdrawal;
  • Involuntary termination, after sufficient written or verbal notice, for non-payment of membership dues or failure to conform to other obligations to the Loss Conference;
  • Violation of the Code of Ethics and/or Anti-trust Admonition; or
  • The individual is no longer qualified for full membership as defined in Article II. Exceptions can be granted to retirees.

Terminations are accomplished by a majority vote of the Officers and announced to the membership at a scheduled meeting.

ARTICLE III
ELECTIONS, TERMS, AND OFFICES

OFFICERS
The Officers of the Loss Conference will be President, Vice President, Treasurer, and Secretary.

TERMS OF OFFICE
Officers shall hold office for a term of two (2) years or until his/her successor has been elected or appointed. A majority vote of members present shall govern all elections.

REMOVAL FROM OFFICE
The Executive Committee is empowered to remove from office any Officer of the Loss Conference for good cause. Such action will require a two-thirds majority vote of the Executive Committee.

Alternatively, at an appropriately scheduled meeting, upon motion of a full member of the Loss Conference in good standing, with an appropriate second, an Officer of the Loss Conference will be removed from office if, after reasonable opportunity is given for members to speak in favor of or against the motion, two-thirds of the membership in attendance at the meeting vote to remove the Officer.

NOMINATING PROCEDURES
Any full member in good standing may be nominated for election to an office of the Loss Conference. Nominations shall be offered at a date and time designated by the President. No member may be nominated for more than one (1) position per election.

ELECTION
Officers and members of the Executive Committee shall be elected to fill expiring terms at a members meeting designated by the President, unless otherwise ordered by resolution or motion approved by a majority of the membership.

INDEMNIFICATION
Every Officer and Executive Committee member shall be indemnified by the Loss Conference against all expenses and liabilities, including counsel fees, incurred or imposed in connection with any legal proceeding in which he/she may be made a party, or in which he/she may become involved, by reason of his/her position in the Loss Conference, past or present. This does not apply to anyone adjudged guilty of misfeasance and/or malfeasance in the performance of the duties of his/her office.

PRESIDENT’S DUTIES
The President shall be the chief executive officer of the Loss Conference and preside at all members meetings. He/she shall exercise all executive and judicial functions of the Loss Conference within the confines of the Constitution and By-Laws. He/she shall appoint individuals for specials committees and projects. He/she shall appoint members to fill vacant positions for Officers and all committees, until such time as the next election for the vacant Officer or Executive Committee position or action by the Executive Committee to fill the vacant Standing Committee position. The President shall be an ex-officio member of all committees. He/she shall require reports from Officers and committee heads, and convey information to the membership, including current and future activities, during scheduled monthly meetings.

The President, in consultation with the Officers, may appoint one or more Ambassadors to participate in other regional organizations with goals similar to those of the Loss Conference. The purpose of the Ambassador or Ambassadors will be to coordinate with regional organizations to further the mission of the Loss Conference and to establish and maintain inter-organizational membership, fundraising, and educational initiatives. The regional organizations subject to this appointment must be approved by a majority of the Officers, and the membership and participation fees/dues for participation in the organizations will be paid by the Loss Conference.

VICE PRESIDENT’S ACTIVITIES
When the President is absent, the Vice President shall assume the duties and responsibilities of the President. If the President’s position is vacant, the Vice President will immediately assume that position for the remainder of his/her term.

SECRETARY’S DUTIES
The Secretary will be responsible for the recording of minutes at all meetings of the Loss Conference. He/she shall direct the management and preservation of records, attend to correspondence, meeting notices, and electronic communications as the Officers, Executive Committee, and membership may direct. He/she shall perform other unspecified duties as directed by the President and/or Executive Committee.

TREASURER’S DUTIES
The Treasurer shall keep a strict account of all funds received and dispensed by the Loss Conference. Duties include collection of all dues and fees, and pay all assessments and invoices presented to the Loss Conference. He/she shall have custody of funds (cash and checks) and maintain complete and accurate records of all receipts, disbursements, and bank account information in a format deemed acceptable to the President and Executive Committee. He/she shall promptly deposit all monies and other valuables in name and credit to the Loss Conference in such depositories either designated or approved by the Officers and Executive Committee. The Treasurer shall disburse funds on behalf of the Loss Conference, as directed by the President and Executive Committee. He/she will retain vouchers for these expenditures. When the President or Executive Committee requests it, the Treasurer will provide a report of all transactions and the financial condition of the Loss Conference. Also, the Treasurer will notify them of fees, dues, and assessments that are in arrears 3 months, with a list of names of delinquent members.

EXECUTIVE COMMITTEE DUTIES
The Executive Committee is responsible for oversight of all activities of the Loss Conference and the conduct of the Officers. It shall investigate all credible complaints against any full member or Officer of the Loss Conference. The committee at its discretion may conduct an investigation, hold a hearing, or dismiss the complaint in its entirety. Any disciplinary action, expulsion, or exoneration is deemed to be final. The committee shall approve special meetings, other than monthly member meetings, deemed necessary. It can investigate qualifications of applicants for membership to determine eligibility before submission to members for approval. The committee can request reports and conduct audits and other investigations to ensure good governance. When Officer vacancies occur for any reason, and no senior Officer is willing or able to act, the committee can appoint members in good standing to fill those vacancies for unexpired terms only. Active participation of all Officers and Executive Committee members is essential to the effective operation and well-being of the Loss Conference. Excessive absences (two or more unexcused in a calendar year) and/or failure to perform essential duties of an office may cause involuntary removal from a position. A vote of two-thirds of the members of the Executive Committee is required to remove a member of that committee or an Officer. Excused absences are defined as illness, family emergency, mandated court appearances, and other situations deemed appropriate by the Executive Committee. The Secretary is required to accurately record the attendance and absences for meetings, excused and unexcused, of all Officers and committee members.

ARTICLE IV
DUES AND ASSESSMENTS

ANNUAL DUES
The annual dues shall be set in an amount to be determined by the Officers of the Loss Conference and shall cover the time frame of December 1 through November 30. Notice of any change in the amount of dues shall be given to the members at least thirty (30) days prior to the first annual member meeting.​

ASSESSMENT
Members may be subject to an assessment if deemed necessary by the Officers and Executive Committee. Reasons for an assessment will be presented to the membership by the President. An affirmative majority vote by the members is required.

ARTICLE V
SEAL

​The SEAL of the Loss Conference shall be the Liberty Bell and shall show the words “Philadelphia Loss Conference”.

ARTICLE VI
DUTIES OF STANDING COMMITTEES

EXECUTIVE COMMITTEE
This committee shall consist of seven (7) members: the Officers of the Loss Conference (4), two (2) elected members, and a seventh position available to the immediate past President, subject to the other provisions included herein. Members of the Executive Committee shall be elected for a term of two (2) years with no more than four (4) of the seven (7) members being elected each year. A member of the Executive Committee may continue to serve until his/her successor is elected or appointed. The immediate past President shall serve on the Executive Committee at the pleasure of the sitting President of the Loss Conference, subject to a requirement that the immediate past President shall be entitled to serve on the Executive Committee for at least one full term. If in the opinion of the sitting President the interests of the Loss Conference would be better served by the replacement of the immediate past President on the Executive Committee, then the sitting President may announce that the position on the Executive Committee available to the immediate past President shall become a third elected position until a new immediate past President assumes the position. This committee shall give guidance and advice to the Officers of the Loss Conference. Their further duties are outlined below and in Article III.

The Executive Committee shall solicit from full members of the Loss Conference in good standing their interest in becoming members of the Standing Committees described below. Once candidates for the Standing Committees have been identified by the Executive Committee, the approval of the majority of members of the Executive Committee participating in such vote shall be necessary prior to a member’s appointment to the Standing Committees described below.

Upon the motion of any member of the Executive Committee, with an appropriate second, the makeup of any Standing Committee described below shall be subject to review by the Executive Committee. If the majority of the Executive Committee participating in such review believes that the removal of one or more of the members of the Standing Committee is necessary, the Executive Committee shall promptly remove such member(s) from the Standing Committee assignment(s) and seek, in accordance with the preceding paragraph, to fill the vacancy or vacancies on such Standing Committee.

MEMBERSHIP & NOMINATING COMMITTEE
This committee shall consist of three (3) members. This committee shall promptly submit membership applications to the Officers. They shall recruit and secure new applicants who are eligible for membership in accordance with Article II of the By-Laws.

This committee also shall be responsible for making nominations of qualified members for elected positions in the Loss Conference.

LONG-RANGE PLANNING COMMITTEE
This committee shall consist of at least three (3) members. This committee shall analyze operations, gather information, and make recommendations on plans, projects, guest speakers, and future activities of the Loss Conference.

EDUCATION COMMITTEE
This committee shall consist of three (3) members. This committee shall coordinate CE and/or CLE course credits to be offered to attendees at events offered by the Loss Conference; prepare and/or aggregate educational articles to be shared on the Loss Conference’s website and/or social media and in Loss Conference correspondence; and aggregate lists of industry-related events, conferences, CE/CLE courses/webinars, and meetings offered by other parties or organizations for dissemination to Loss Conference members. All materials and information created, collected, or recommended by the Education Committee is subject to review and approval by the Executive Committee.

ARTICLE VII
MEETINGS OF THE LOSS CONFERENCE

​The Loss conference will have at least seven (7) educational meetings per year. The time and place of the meetings will be determined by the Officers of the Loss Conference.

Special meetings may be held by the President or the Executive Committee upon written request of at least ten (10) Loss Conference members in good standing.

Notices of member meetings shall be mailed or sent electronically to members no less than fifteen (15) days prior to a meeting. Each notice shall provide date and location of the meeting and identify the guest speaker and topic of discussion, if any.

Notice of special meetings shall be mailed or sent electronically to members no less than thirty (30) days prior to the date of such a meeting.

A majority of the members registered at any meeting shall constitute a quorum, and a majority vote of those members present shall be necessary to authorize actions where member approval is required. Voting at any meeting shall be by voice or show of hands by full members as provided in Article II, unless a majority of the members of the Executive Committee present at the meeting determine that paper ballots are necessary.

ARTICLE VIII
AMENDMENTS

These By-Laws may be revised or replaced. Proposals can be made in writing to any Officer or member of the Executive Committee by any member in good standing. Proposals may not be altered by anyone without the expressed written approval of the member making the recommendation.

​All proposed amendments will require a two-thirds vote of approval by the membership present at the meeting at which the vote occurs. Copies of the proposed amendment must be mailed or electronically sent to all members in good standing at least thirty (30) days prior to the meeting date when the vote will be taken.