Article I Offices

The business office of the Association shall be the business address of the Executive Director of the Association. The registered office of the Association shall be 3411 Silverside Road, Baynard Building, Suite 100, Wilmington, Delaware 19810, or such other office as deemed appropriate.

Article II Membership

Section 1 - Program Business Definition

Program Business is defined as insurance products targeted to a particular niche market or class, generally representing a book of similar risks placed with one carrier. Administration is done through Program Specialists who have developed an expertise in that market or class. Administrative responsibilities are negotiated between the Specialist and Carrier, but would include underwriting selection, binding, issuing, billing, and often times marketing, premium collections, data gathering, claims management/loss control and possibly risk sharing. Program Specialists typically target their niches through differentiation either in product, risk management services, delivery mechanism or price. Specialists can distribute these programs through retail agents, wholesale brokers, or on a direct basis.

TMPAA membership requires the administration of one program with binding authority and minimum annual gross premium revenue of $1MM.

The Association also looks to partner with Program Carriers interested in working with our Administrators to explore program business opportunities, and Vendors Companies who offer products and services that address the needs of a program business operation. Carrier Membership Applications require Board Approval.

Section 2 - Application for membership

Any individual, firm, corporation, agency, or other eligible entity as described in the Program Business Definition may file with the Executive Director of the Association an application for membership. Upon:

1. Acceptance and Review of the application, and

2. Payment of dues as prescribed.

The applicant shall be considered a member in good standing of the Association.

Section 3 - Classes of membership

The membership of the Association shall be comprised of three classes:

a. agency membership

b. carrier membership

c. vendor membership

Agency membership shall include those individuals or insurance agencies controlling a minimum of $1 million of gross written premium in program business, and have binding/underwriting authority. Agency membership allows up to five individuals from one agency to participate in Association activities (board membership, committees, etc.) and attend meetings at member rates.

a. Carrier Partner Members shall include those insurance carriers that support the objectives of the Association, have designated program division and support the MGA system. Carrier Membership requires approval by the Target Markets Advisory Board.

b. Vendor Partner Members shall include individuals or insurance agencies with a professional interest in the objectives of the Association. Number/percentage of Vendor members in the Association will be determined by the Target Markets Advisory Board.

Section 4 - Renewal

Membership status, once granted, shall be renewed on a yearly basis as long as:

1. Members have fulfilled their annual participation obligations

2. Membership dues are paid.

3. Abided by the TMPAA Ethical Business Practice Standards

Section 6 - Human Rights

Membership in the Association shall be open to all persons without regard to race, color, religion, creed, sex, national origin, ancestry, ethnicity, age, marital status, disability, sexual orientation, or veteran status. The Association shall not discriminate against any person because of the above factors. While participating in the activities of the Association, all persons shall comply with this policy.

Article III Association Dues and Related Fees

Section 1 - New applicant fee and renewal

a. Agency Membership $1,000 Renewal $1,000

b. Vendor Partner Membership $5,000 Renewal $5,000

c. Carrier Partner Membership $10,000 Renewal $7,500

Special arrangements for holding companies having multiple subsidiaries and representatives will be made with the Executive Director in consultation with the TMPAA Board.

Each member shall pay Association dues for each year in advance on the anniversary date of their application.

Section 2 - Default in payment

Membership for any calendar year shall become delinquent if not paid within 90 days of their anniversary date. The secretary-treasurer may delete from the Association's mailing list the names of non-paid members.

Article IV - TMPAA Advisory Board

Section 1 - General Powers

Board members will provide support and advice to the President of the Board and the Executive Director of the Association, and ensure that members of the Association are receiving value from their membership and meeting registration fees.

Section 2 - Number, Tenure and Qualifications

The TMPAA Advisory Board shall consist of 15 members plus the Executive Director. The board will be made up of 11 Program Administrator, 2 insurance company and 2 vendor representatives.

The 3 past presidents, current president, and president elect will comprise the Board's Executive Committee.

Board terms are set at 3 years for carrier and vendor members and 5 years for Program Administrator members, however a Board member who serves as President of the Association will have their term expire 5 years following the end of their Presidency. Individual member's terms may be extended beyond five years subject to a majority agreement of the Board and a willingness of the individual to extend service.

In addition to the 15 regular Board positions, additional members may remain on the board with Emeritus status.

The most senior Program Administrator board member will retire at the conclusion of each calendar year, allowing for the election of a new member.

The Board has the option of maintaining the most senior board member if a position becomes available to fill during the course of the year.

The TMPAA Advisory Board can choose to select members who have served on the board for Emeritus status. Providing this status enables the Association to retain leaders who were instrumental in building the TMPAA, providing continuity and adherence to the original mission of the group as it grows.

Emeritus members are granted the opportunity to remain on the Board past their assigned retirement date as long as they continue to be active in program business, and maintain membership in the TMPAA. Emeritus Board members would be invited to participate in all Board functions, but would not have the minimum attendance requirements of active Board members.

Other aspects of Emeritus Status would include:

• Emeritus status would be granted to an individual not an agency/company.
• Emeritus board members would share one vote as a group in board matters
• Decision regarding Emeritus status would be made at the conclusion of the individual's term on the Board.

Carrier and Vendor Board representatives be responsible to chair (with the assistance of the TMPAA Executive Director) smaller subgroup meetings of other Carrier and Vendor members of the TMPAA to give these two groups a voice in the Association. Carrier/Vendor members interested in serving on this committee would need to apply and agree to attend a yearly physical meeting at the Mid Year Event, and participate in any scheduled teleconferences. Prospective carrier and vendor representatives to the TMPAA Board would be selected from participants in these smaller subgroups.

The TMPAA Advisory Board will be responsible to create and maintain a Board Nominating Committee. The role of this committee is to ensure that the Board is comprised of high quality individuals that possess the characteristics, knowledge and experience to advance the mission of the TMPAA and properly represent all stakeholders.

The Nominating Committee will maintain a list of members who have expressed interest in serving on the Board. After vetting these individuals, the committee will recommend their most desirable candidate(s) to the larger board for approval. Once that process is complete, the committee will then reach out to the top candidate to determine their current willingness and ability to serve, moving to the next candidate if they cannot take the position.

Section 3 - Meetings

A total of four Advisory Board meetings will be held each year. Two face to face meetings will be scheduled at the beginning of the Association's Mid Year and Summit events. Two additional Board teleconferences will be scheduled in January and July. Board members are expected to participate in a minimum of 75% of all board meetings, and be an Association member in good standing. Failure to comply with these expectations shall result in a board vote to remove that individual from the board. Special meetings may also be called by or at the request of the president or any four board members, such call to specify the time and place for the meeting.

Section 4 - Quorum

A quorum is represented by a majority of the Program Administrators Members on the Board.

Section 5 - Manner of Acting

The act of a majority of the board present at a meeting at which a quorum is present shall be the act of the Board.

Section 6 - Vacancies

Any vacancy occurring on the Board with respect to elective positions can filled at any time using the procedure specified in section 2.

Section 7 - Presumption of Assent

A board member of the Association who is present at a meeting of the Advisory Board or a committee thereof at which action on any Association matter is taken shall be presumed to have assented to the action taken unless such director enters a dissent in the minutes of the meeting or unless a written dissent to such action is filled by said director with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by restricted certified mail to the secretary-treasurer of the Association immediately following the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 8 - Informal action without meeting

Any action required or permitted by the articles of incorporation or bylaws to be taken by the Advisory Board at a meeting or by resolution may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors then in office.

Article V - Duties of Officers

Section 1 - President

The office of president shall be filled by the president-elect from the preceding year for a two year term. The president shall be responsible to organize the efforts of the Advisory Board in conjunction with the Association Executive Director. The president will provide feedback to Association members regarding the operation, planning and development of the Association. The president shall, when present, preside at all meetings of the Association and of the Board. The president shall make appointments to special and standing committees and subcommittees created by action of the Board or general membership. In general, the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time.

Section 2 - President-elect

The office of president-elect shall be an elective position. In the event of temporary disability of the president to perform duties or absence from any meeting of the general memberships or of the Board, the president-elect shall perform the duties of the president during the continuance of such temporary disability or absence as acting president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. In consultation with the Advisory Board, the president-elect shall be responsible for preparing a program, together with the Executive Director for the annual meeting. The president-elect shall perform such other duties and have such authority as from time to time may be assigned by the president or the Board. In the event of death, incapacity or inability to serve of the president-elect or nominee, the Board will accept nominations and elect a new president-elect.

Section 3 - Secretary-Treasurer

The secretary-treasurer shall: keep the minutes of the meetings of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws, Articles of incorporation, or as required by law; be custodian of the Association's records; maintain the register of the post office address of members of each class; certify resolutions; have charge and custody and be responsible for all funds and securities of the Association, receive and give receipts for moneys due and payable to the Association from any source whatsoever, endorse and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be designated; function as principal accounting officer in charge of books of account, accounting records, and forms of the Association; maintain adequate records of all assets, liabilities, and transactions of the Association; obtain from other officers all reports needed for recording the general operation of the Association or for supervising and directing accounts; and in general, perform all the duties incident to the office of secretary-treasurer. The secretary-treasurer shall ensure that D&O coverage is provided for the TMPAA Advisory Board.

Section 4 - Executive Director

Breckenridge IS Inc. will provide a national, administrative office, and act as the meeting planning company for the Association. In connection with providing the office, Breckenridge will designate an employee to serve as executive director of the Association. The executive director shall: assume the powers, duties and responsibilities of the secretary-treasurer; provide responses or referrals to general inquiries, handle routine correspondence to and from Association officers, committees and members, and initiate other correspondence as suggested by the Association advisory board; provide administrative and promotional support for all the Association's events to include securing facilities and services for annual meetings; assist in new membership recruitment efforts; act as a liaison with institutional members; and in general, perform all of the duties incident to the office of executive director.

Article VII Board Responsibilities

The TMPAA Advisory Board will review and advise the Executive Director on all matters regarding the direction and initiatives of the Association. The Board will ensure that the efforts of the TMPAA serve the needs of program specialists, carriers, and vendors that focus on programs. The Board shall review and advise regarding the planning and coordination of the Association's two annual meetings. Review to include:

• Determination that hotel and meeting fees are in line with other industry events
• Location of events reflect the feedback received from membership
• Agenda for each meeting keeps to the mission of the TMPAA, creates a forum that encourages business incubation and development and provides program specific education.

The board, through its assigned sub-committees, will oversee the administration of the 501C3 entities of the TMPAA that currently include TMPAA Charities and Target University. Budget and Administration fees will be reviewed with these smaller working 501C3 Boards tasked to provide these services.

The TMPAA Advisory Board will ensure that Target University reflects current educational requirements for effective program administration.

Board will advise/approve all regular membership criteria for Program Administrators, Carriers and Vendors, and ensure the criteria is applied by the TMPAA Executive Director. Exclusive Membership Arrangements will be discussed with the board, with the exception of reinsurance intermediaries.

Board will have ultimate decision making authority for the approval of all Best Practice and CPL Designations conferred on TMPAA Members. Board will also ensure that Best Practice Criteria remains current and reflects changing industry standards.

Article VIII Committees

The Association should endeavor when possible to maintain a number of standing committees designed to involve the highest number of members in the Association.

Section 1 - Standing Committees

National Meeting Committee

Membership Committee

Best Practice Designation Committee (Board Members)

TMPAA Charities (Operates as a Board)

Target University (Operates as a Board)

Carrier Membership Committee

Section 2 - Special Committees

There shall be such special committees as the TMPAA Advisory Board shall, from time to time, create by resolution. The president, upon the advice of the Advisory Board, shall appoint the chairperson and all members of special committees for one-year terms.

February 2015