ARTICLES OF INCORPORATION
The Honorable James C. Kirkpatrick
Secretary of State
State of Missouri
Jefferson City, Missouri 65101
We, the undersigned, being natural persons of the age of twenty-one years or more and citizens of the United Sates, for the purpose of forming a corporation under Chapter 355, R.S. Mo., 1969, The General Not For Profit Corporation Law of the State of Missouri, do hereby adopt the following Articles of Corporation.
The name of the said corporation shall be the National Society of Insurance Premium Auditors.
The purpose of the corporation shall be:
A. To provide a certification procedure for premium auditors through
developing a premium auditor’s course of formal study of all auditable lines of insurance coverages including a general knowledge of all property and casualty coverages, and
developing a proficiency testing procedure to ascertain that the candidate premium auditor has reached proficiency and knowledge levels acceptable to the industry.
B. To provide a forum for the exchange, development and dissemination of technical information.
C. To contribute to the insurance industry the knowledge and experience of the professional auditor to
assure proper premium assessment on all policies written “subject to audit”, i.e., variable premium base, out of the control of the underwriter and
provide management awareness of the impact of proper premium earnings and awareness of the size of this type of income from auditable (variable) premium earnings.
D. To establish uniform standards for auditing which will also
serve to provide more accurate and dependable statistics to rate making authorities, and
provide greater control for premium deviations.
E. To promote the growth and development of the profession.
F. To promote and conduct research in areas which further the purposes and objectives of the profession.
G. To provide for the liaison with related disciplines.
H. Notwithstanding any other provision of these articles to the contrary:
The corporation shall not carry on any activity or use any portion of the assets of the corporation for any purpose which is not permitted to a corporation organized under the General Not For Profit Corporation Law of the State of Missouri, Chapter 355, R.S. Mo., 1969.
The corporation shall not carry on any activity or use any portion of the assets of the corporation for any purpose which is not permitted to an organization which is exempt from taxation under Section 501 (c) (6) of the Internal Revenue Code of 1954, as amended.
For any of the purposes specified in Article II above, the corporation shall have each and every power which a corporation organized under the General Not For Profit Corporation Law for the State of Missouri, Chapter 355, R.S. Mo., 1969, may exercise: provided, however, that notwithstanding any other provisions of these articles to the contrary, the corporation shall not carry on any activity not permitted to be carried on by:
A. A corporation exempt from taxation under Section 501 (c) (6) of the Internal Revenue Code of 1954, as amended.
The period of duration of such corporation shall be perpetual.
The names and addresses of the Incorporators are: Alva John White 218 W. 99th Terr., Kansas City, Missouri Penny A. White, 218 W. 99th Terr., Kansas City, Missouri 64114 Steven J. Wells, 218 W. 99th Terr., Kansas City, Missouri 64114
The number of members of the Board of Directors shall be as set forth in the By-Laws, but in no event shall the number of Directors be less than three (3).
The address of the initial registered office of said corporation shall be White & White Inspection and Audit Service, Inc., P.O. Box 1215, Kansas City, Missouri 64141. The name of said corporation’s initial registered agent at such address shall be Steven J. Wells.
Directors of the corporation need not be residents of the State of Missouri or members of the corporation. The numbers of directors may be increased or decreased from time to time by amendment to the bylaws of the corporation, but the number of directors shall not be less than three (3).
No stock shall be authorized or issued.
The corporation may have different classes of members and the qualifications for membership shall be as set forth in the by-laws. Members shall have the right to vote upon any matter not inconsistent with Article II or Article III above, to the extent specifically provided in the by-laws. The directors shall be elected in such manner as the by-laws provide, and all matters requiring any vote shall be resolved by the Board of Directors except where the by-laws contain specific provision for voting by the members.
Upon any dissolution of this corporation, its property and assets shall be applied and distributed as follows:
A. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provisions shall be made therefore.
B. Assets held by the corporation upon conditions requiring return, transfer, or conveyance, which conditions occur by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
C. Any remaining assets shall be transferred or conveyed as specified in the plan or distribution adopted in accordance with the laws of the State of Missouri then applicable to not-for-profit corporations, and such transfer or conveyance shall be to such one or more organizations organized and operated under the laws of the State of Missouri or of any other state, but in no case shall any transfer or conveyance be made except to an exempt organization within the meaning of Section 501 (a) of the Internal Revenue Code of 1954.
The corporation reserves the right to amend, alter, modify, change or repeal any provisions contained in these Articles of Incorporation, or any amendment of the provisions thereto, in the manner now or hereafter prescribed by statute, and all rights and powers conferred herein on members, directors and officers are subject to this reserve power: provided, however, that in default of expressed statutory provisions, these Articles of incorporation may be amended in any respect by a majority vote of those persons constituting the Board of Directors at such time: further provided, notwithstanding anything within this Article to the contrary, no amendment shall be made to the Articles of Incorporation which would cause the corporation to cease to qualify as an exempt organization under Section 501 (c) (6) of the Internal Revenue Code of 1954, as amended.
All references herein to sections of the Revised Statutes of Missouri, 1969, shall be deemed to refer also to any other section or sections which may be or hereafter are enacted in lieu thereof or in substitution therefore. All references herein to sections of the Internal Revenue Code of 1954 shall be deemed to refer also to any other section or sections which may be or hereafter are enacted in lieu thereof or a substitution therefore.