ࡱ>    #` Èbjbj\.\. WB>D>D-|||||||$aaaP8bLb$exiiiiiii8::::::$oh׍^|miimm^||iisTTTm|i|i8Tm8TT||̉ie Psa&{D0ĉ̉|̉(ijT&kkhiii^^iiimmmmBaDa||||||  SEQ CHAPTER \h \r 1Washington Association of Health Underwriters BYLAWS (Adopted June 4, 1991) Table of Contents TITLE  ADVANCE \u 2ARTICLE PAGE Amendments to Bylaws  ADVANCE \u 2XVII 24 Authority Over Local Associations  ADVANCE \u 2XI 17 Board of Trustees  ADVANCE \u 2VIII 14 Committees  ADVANCE \u 2IX 15 Dissolution of WAHU  ADVANCE \u 3XVIII 24 Duties of Officers  ADVANCE \u 2VI  ADVANCE \u 110 Executive Committee  ADVANCE \u 3VIT 12 Financial  ADVANCE \u 2XIII 21 Logo  ADVANCE \u 2XIV 22 Membership  ADVANCE \u 2III 4 Membership In Local Associations  ADVANCE \u 3IV 7 Name and Principle Office  ADVANCE \u 2I 2 Nominations and Elections  ADVANCE \u 3X 16 Officers  ADVANCE \u 3V 8 Official Publication  ADVANCE \u 2XV 23 Parliamentary Authority  ADVANCE \u 3XVI 23 Purposes  ADVANCE \u 2II 2 Recall and Removal From Office  ADVANCE \u 3XII 20 Printed _June 4,1991 Washington Association of Health Underwriters WAHU Bylaws ARTICLE I Name and Principle Office Section 1.  ADVANCE \d 1The name of this professional Association shall be Washington Association of  ADVANCE \u 1Health Underwriters, a non-profit corporation, incorporated as such under the laws of the State of Washington. Herein after referred to as The Association or `WAHU'. Section 2. The principle office of this Association shall be located in Seattle, Washington. The Association may have such other offices as may, from time to time, be designated by the Executive Committee and Board of Trustees. Section 3. WAHU is a federation of local associations that have been chartered by WAHU and which agree to be bound by the WAHU Bylaws as adopted or amended. Local associations are groups of health underwriters who have applied for membership in and have paid dues to the National Association of Health Underwriters, WAHU and the local association. Local association and member association may be used interchangeably in these Bylaws. ARTICLE II Purposes Section 1. The objectives of WAHU are: A. To promote the common business interests of those engaged in disability and health risk management. B, To advance public knowledge for the need and benefit of disability income and/or health insurance products. C. To promote the adoption and application of high standards of ethical conduct in the health insurance industry. D.  ADVANCE \u 1To provide and promote a program of continuing education and self improvement of WAHU members. E. To coordinate the efforts of the various local Health Underwriter Associations in the State of Washington, F. To create, organize, encourage and charter, on a local level, associations for membership in WAHU. G.  ADVANCE \d 1To increase the knowledge of members concerning the principles, functions and  ADVANCE \u 1applications of health insurance and disability income products. H.  ADVANCE \d 1 To promote education, legislation, regulation and practices which are in the best  ADVANCE \u 1 Interest of the health insurance industry and the insuring public. I. To encourage adequate protection against the hazards of disability as part of a well-rounded insurance program. J. To do such other things and to carry out such other programs so as to further the purposes of The Association. Section 2,  ADVANCE \d 1The Association and its members recognize an obligation to present accurately,  ADVANCE \u 1 honestly and completely every fact essential to the client's decision as expressed in The Association's Code of Ethics, which are considered a part of these Bylaws. ARTICLE III Membership Section 1. Membership in WAHU will be available under the following designations: A. Individual Members B. Local Associations C. Associate Company D. Honorary Member E. Sustaining Member F. Member-at-Large G. Life Membership Section 2. An individual member may be any individual by his/her state licensing authority for the sale of disability income and health insurance products- Individual members may also include non-licensed individuals engaged in the distribution of disability income and health insurance products such as, but not limited to, home office personnel and others engaged in the management and distribution of such products. Individual members will also be referred to as Active Members. Section 3. If two (2) or more local associations in good standing exists within the geographical boundaries of the state of Washington, the state association must be maintained. Section 4.  ADVANCE \d 1The fiscal year of all member associations shall be the calendar year.  ADVANCE \u 1Section 5. Each member association shall set the date of its own annual meeting and election of officers, but no later than June 30th of each year. The President and Secretary of each association, shall immediately upon election, certify to the Section 6. Executive Secretary of WAHU the names and titles and addresses of the elected officers and committee chairs elected to serve in the ensuing period.  ADVANCE \u 2 A.  ADVANCE \d 2Each local association shall have the power to fix its own schedule of dues payable to it by its members.  ADVANCE \u 2 B. The state association shall have the power to fix its own schedule of dues payable to it by its members, subject to the ratification of the schedule by at least two-thirds (2/3) of all local associations in the state 9, inclusive of on vote by the state Board of Trustees.  ADVANCE \d 1Section 7. Each local association shall operate as a freestanding association and shall have representation onthe Board of Trustees as prescribed in Article 8 Section 1 of these Bylaws. The local association should recognize land support the positions and activities of various local associations within its states boundaries and interact with the state association for the common good of all associations within the state's boundaries. Section 8.  ADVANCE \d 1Associate Company membership shall be available to those regional companies issuing,  ADVANCE \u 1administering, or marketing disability and/or health insurance contracts, plans or services, who wish to assist the WAHU financially. The Board of Trustees shall determine dues for this category. Each Associate Company member shall designate one person as the company's primary representative in WAHU, That one person will not be a member for census or voting purposes unless otherwise qualified as an active member in good standing. Please see Article IV.  ADVANCE \u 2Section 9.  ADVANCE \d 1Honorary members shall be those individuals who have performed distinguished or  ADVANCE \u 1meritorious service of recognized value and who are elected to honorary membership by the WAHU Board of Trustees, They will not be members for census or voting purposes. Section 10. Member-At-Large shall be an individual whose mailing address is not within the territorial limits of a local association. Section 11. Life Membership may be granted upon board approval when an active member or A.  ADVANCE \d 1member-at-large  ADVANCE \u 1has been in good standing for a minimum of ten (10)consecutive years and, has attained age 65, and is retired, or becomes disabled. WAHU dues shall be waived . B. For any member, in good standing who becomes totally or permanently disabled, all further WAHU dues will be waived. C. Each local association shall determine their own reduction, if any. Section 13.  ADVANCE \d 1A local association, after becoming chartered, may incorporate subject to the  ADVANCE \u 1 approval of the Board of Trustees, but only by the name designated in its charter, such as: "Association Of Health Underwriters," and such association shall agree, as a condition precedent to incorporation, which it will as an incorporated body abide by the Bylaws of WAHU then in force or thereafter adopted or amended from time to time. ARTICLE IV Membership in Local Associations Section 1.  ADVANCE \d 1Members in Local Associations maybe:  ADVANCE \u 1A. Active B. Life C. Honorary D. Associate Company Section 2. An Active Member is a member so designated under Article III, Section 2. Section 3.  ADVANCE \d 1A Life Member is a member so designated under Article III, Section 12_  ADVANCE \u 1Section 4. An Honorary Member is a member so designated under Article Ill, Section 9. Section 5, Any member in good standing, regardless of designation is one who has paid all dues required by local, state and national associations. Section 6. All members in good standing may attend any meeting of The Association providedany required registration fees are paid. ADVANCE \d 10 Section 7. Any individual member more than ninety (90) days in arrears in payment of dues shall be dropped from the rolls as a member in good standing ADVANCE \d 10 Section 8. Associate company membership shall be available to regional companies, Associate company membership shall be available to those companies issuing, administering or marketing I. disability and/or health contracts, plans or services, who wish to assist the member local association financially. Dues for this category shall be determined by the Board of Trustees. Each Associate Company member shall designate one person as the company's primary representative in the member local association. That one person will not be a member for census or voting purposes unless qualified as an active member in good standing. ARTICLE V Officers Section 1. The Officers of WAHU shall be: A. President B. President-Elect C. First Vice President D. 2nd Vice President E. Treasurer F,  ADVANCE \d 1Immediate Past President  ADVANCE \u 1G. Executive Secretary (Non-voting member)  ADVANCE \d 9 Section 2.  ADVANCE \d 1Each officer, except the Executive Vice President shall be an active member in good standing of a member association or a member-at-large. Section 3. All officers, except the Executive Vice President, shall serve without compensation. Section 4. A. The President- Elect, First Vice President, Second Vice President and Treasurer shall be elected annually by its membership B.  ADVANCE \d 1 The aforementioned officers shall be elected for a term of one (1) year.  ADVANCE \u 1 C. The office of Immediate Past President shall be filled automatically by the outgoing President. In the event there is no outgoing President, this office shall remain vacant and the President shall appoint a member in good standing to fulfill the duties of the office for a period not to exceed twelve (12)months or until the office can be filled in accordance with the first sentence of this section. The appointment by the President of a member to fulfill the duties of this office shall be subject to two-thirds (2/3) vote r of approval by the Board of Trustees D.  ADVANCE \d 2If the office of President becomes vacant due to death, disability, resignation, recall, or  ADVANCE \u 2removal by due process, the President-Elect shall assume the office for the remainder of the term and the term for the succeeding year. The office of President-Elect shall become vacant until the next regular election. If the office of President becomes vacant and there is no President-Elect, the order of succession shall be First Vice President and the Second Vice President. E. If the office of President-Elect shall become vacant due to death, disability, resignation, recall or removal by due process, or by succession to the Presidency under D, listed above, the President shall appoint a member in good standing to fulfill the duties of the office for the remainder of the, term, The appointment shall be subject to a two-thirds (2/3) vote of approval by the Board of Trustees. The office itself shall remain vacant until the next regular election. F. If either or both offices First Vice President, Second Vice-President or Treasurer become vacant by death, disability, resignation, recall or removal by due process or by succession under D, listed above, they shall be filled by appointment by the President. The appointment shall be subject to two-thirds (2/3) vote of approval of the Board of Trustees and shall be only for the remaining term of the particular office. Appointees shall assume the title and duties of the office. G. If the office of Treasurer become vacant by death, disability, resignation, recall or removal by due process, they shall be filled by appointment by the President. The appointment shall be subject to two-thirds (2/3) vote of approval of the Board of Trustees and shall be only for the remaining term of the particular office. Appointee shall assume the title and duties of the office, ARTICLE VI Duties of Officers Section 1. A.  ADVANCE \d 1The President shall be the Chief Executive Officer of this Association and shall preside over all meetings of The Association, the Board of Trustees, and the Executive Committee. The President shall appoint all committees whose membership is not otherwise established by these Bylaws and shall be an ex officio member of all committees formed under this Association except the Nominations Committee. The President shall represent this Association at various industry meetings and shall perform such other duties as usually pertain to the office, including the assignment of specific duties to other Officers and Trustees. B. The President shall also be empowered to fill all vacancies in the manner prescribed by these Bylaws. Upon completion of his/her term, the President shall assume the office of Immediate Past President. ADVANCE \d 10 Section 2.  ADVANCE \u 1A.  ADVANCE \d 1The President-Elect shall perform such duties as may be assigned by the President, the Executive Committee, or the Board of Trustees.  ADVANCE \u 1 B. The President-Elect shall immediately assume the office of 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 on July 1st of the year subsequent to his/her election to the office of President Elect. Section 3. The First and Second Vice Presidents shall oversee the activities of the Standing Committees assigned to them by the President, and shall be responsible for other duties as they are assigned to them by the President, Executive Committee, or Board of Trustees. Section 4. The Treasurer shall submit financial report at each monthly Meeting of the Board of Trustees- The Treasurer shall oversee the preparation of the annual financial report required by ARTICLE XIII, Section 2. The Treasurer may appoint assistants as is deemed necessary to execute these duties. The Treasurer shall be responsible for other duties as the President, Executive Committee or Board of Trustees assigns them, Section 5.  ADVANCE \d 1The Executive Secretary shall be responsible for directing the efforts and  ADVANCE \u 1activities of The Association based on policy determined by the Executive Committee and Board of Trustees. The Executive Vice President shall be a non-voting ex---officio member of all standing special and ad hoc committees. The Executive Secretary shall be responsible for taking the minutes of the meetings of the Executive Committee and the Board of Trustees. The Executive Secretary shall be responsible for other duties as they are assigned by the President, Executive Committee or Board of Trustees. Section 6.  ADVANCE \d 1The Immediate Past President shall serve as an advisor to the Executive Committee and Board of Trustees, and perform other duties as assigned by the President, the Executive Committee and the Board of Trustees. Section 7. The Executive Committee or Board of Trustees may assign specific officers to be ex--officio members of various standing and ad hoc committees. ARTICLE VII Executive Committee Section 1. The Executive Committee shall consist of the elected Officers of the WAHU: A. President B. President-Elect C. First Vice President D. Second Vice President E. Treasurer G. Immediate Past President H. Executive Secretary (a non-voting member) Section 2.  ADVANCE \d 1The Executive Committee shall be responsible for the day-to--may operations of The Association, operating according to the policies established by the Board of Trustees between board meetings only in an emergency when a decision is needed within a forty-eight (48) hour period and the matter and results must be communicated to the full Board of Trustees in writing within twenty-four (24) hours of such action. Section 3.  ADVANCE \d 2The President may call meetings of the Executive Committee as the business of the Association may require, or a special meeting may be called upon written request of three (3) members of the Executive Committee. Section 4. A quorum for conducting business shall be not less than four (4) voting members of the Committee. Section 5. The Board shall have full supervision and management of all meetings of this Association and shall announce the official program and order of business in advance when possible, of each meeting. Section 7.  ADVANCE \d 1The Executive Committee shall appoint the Executive Secretary and fix  ADVANCE \u 1his/her salary. ARTICLE VIII Board of Trustees Section 1. The Board of Trustees shall consist of A. Executive Committee (voting) B. The Presidents of each local association (voting) C. Committee Chairs (non-voting) Section 2. The Board of Trustees shall establish and define policies and have full administrative authority in all matters of the Association. Section 3. A.  ADVANCE \d 1The Board of Trustees shall meet at least four (4) regular times each year. It shall  ADVANCE \u 1also meet at such times as the President, Executive Committee, or the Board of Trustees may determine, or a meeting may be called upon written request of seven (7) voting members of the Board of Trustees. B. A written notice of the time and place, and. an agenda where practical, of all regular meetings of the Board of Trustees shall be communicated to each member of the Board prior to the meeting. C. All meetings of the Board of Trustees will be open to any member in good standing. Section 4. The Board of Trustees may transact business by mail or electronic means by voting upon proposals presented to them. Any such proposal will be adopted if a simple majority of the entire Board returns affirmative votes- The Board members shall be advised of the results of such balloting no less than seven (7) days after the vote is tabulated. Section 5. A majority of the Board of Trustees shall constitute a quorum for the transaction of business Section 6. The Board of Trustees shall also execute other specific duties assigned to it throughout these Bylaws. Section 7. The Board of Trustees shall from time to time, as needed, determine the boundaries of a local association(s). Such boundaries shall be specific in nature and will be adopted with at least two-thirds (2/3) majority vote by the Board of Trustees Section 8. The interpretation of these Bylaws resides with the Board of Trustees. Disputes between members, either individual or member associations regarding the Bylaws shall be submitted to the Board of Trustees, in writing, and the Board's interpretation shall be in writing and entered into the permanent minutes of the Board of Trustees. Section 9. The Board may establish a registration fee to be paid by those attending any meeting of the Association. The proceeds derived from such registration shall be expended in accordance with the provisions of the budget for the meeting as adopted by the Board of Trustees. ARTICLE IX Committees Section 1. Committees of the Association shall be of three designations: A. Standing' B.  ADVANCE \d 1 Special  ADVANCE \u 1C. Ad Hoc Section 2. The Standing Committees may be: A. Programs / CE B. Awards C. Legislative Council D. Nomination E. Membership F. Symposium G. Media H. Communications I. Scholarship J. Barry Thoma Section 3. The President shall appoint the Committee Chairs except the Nominations committee. All appointments shall be subject to approval by the Board of Trustees. Section 4.  ADVANCE \d 1The Board of Trustees shall establish guidelines for all committees regarding  ADVANCE \u 1usual duties, terms of office and requirements for reports unless otherwise specified in these Bylaws. Section 5. The administration of the fiscal affairs of all committees are vested in the Board of Trustees. ARTICLE X Nominations and Elections Section 1. The Chair of the Nominations Committee shall be the immediate Past President or the appointee fulfilling the duties of that office for its remaining term. The. Vice Chair shall be the President-Elect or the appointee fulfilling the duties of that office for its remaining term. The Nominations Committee chair will appoint a past state or local president to serve at large.  ADVANCE \u 1Section 2. The Nominations Committee shall recommend no more than one (1) candidate for each position. Section 3. The Nominations Committee shall send its report to the Executive Secretary not less than sixty (60) days prior June 1st. Not less than forty-five (45) days prior to June 1st, the Secretary shall mail a copy of the report to the President and Secretary of each local association. Section 4.  ADVANCE \u 1A member's name may be presented to the Nominations Committee for consideration as a nominee by any member of the Nominations Committee, or by written notice from any local association or any WAHU member accompanied by a statement signed by the nominee that they are willing and able to serve if nominated and elected. Section 5. Additional nominations outside of the Nominations Committee may be made by written notice to the Board of Trustees by a local association, addressed to the Executive Secretary of The Association, which must be received not less than forty-five (45) days prior to June 1st. Section 6. The Executive Secretary shall send out an official ballot to each member of The Association to be returned and tallied by June 1st of each year. ARTICLE XI WAHU Authority Over Local Associations Section 1. Any local association failing to abide by these Bylaws or that fails to support the  ADVANCE \d 10accepted standards for chartered associations and promulgated policies and procedures of The Association may, after due and proper hearing before the Board of Trustees, have its membership herein suspended or revoked provided a copy of the charges shall have been sent by registered mail by the Executive Secretary of WAHU to the last reported President and thirty (30) days before the hearing. Section 2. Any local association more than sixty (60) days in arrears for any indebtedness to WAHU shall be considered not in good standing and may have its membership herein suspended or revoked by action of the Board of Trustees provided that notice of said indebtedness shall have been sent by registered mail by the Executive Secretary of WAHU to the last reported President and Secretary of the local association. Section 3.  ADVANCE \u 1Suspension shall be by majority vote of the entire Board of Trustees. Revocations shall be by three-fourths (3/4) vote of the entire Board of Trustees. Section 4. Notice of suspension or revocation must be sent by the Executive Secretary to the last reported President and Secretary of the suspended or discharged member association. Section 5. A. Any local association may resign from WAHU provided that all financial and other obligation of the member association to WAHU have been fulfilled, and that, if incorporated, the corporation has been duly dissolved. B. A local association may resign by passing a Resolution of Resignation adopted by a three-fourths (3/4) vote of the active membership of the local association. The adopted resolution shall be sent by the Secretary of the local association by registered mail to the Executive Secretary of WAHU and shall become effective upon acceptance by the Board of Trustees. Upon acceptance of the Resolution of Resignation by the WAHU Board of Trustees, individual members shall become active members of the existing local association nearest them based on the boundaries as determined under ARTICLE VIII, Section 7 or members-at-large if no other association exists within the state. C.  ADVANCE \d 1The local association by taking the action to resign shall  ADVANCE \u 1surrender all rights to the use of the name, emblem, insignia, plate, sign, label or phrase indicative of membership in The Association. D. Local associations shall use funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed to the members of the member association in the event it is disbanded or the charter revoked for cause in violation of the Bylaws of the Washington Association of Health Underwriters. Immediately upon disbandment or revocation, the local association's governing Board shall return all remaining association funds to the Washington Association of Health Underwriters, for placement in escrow. After a period of one (1) year, if the local association has not been reactivated or anew association organized and chartered escrowed funds will become part of the general funds of the Washington Association of Health Underwriters. ARTICLE X11 Recall and Removal from Office Section 1. An officer of The Association may be removed for malfeasance of office. Section 2. A. No officer may be removed from office without a three-fourths (3/4) vote of the entire Board of Trustees. The Board of Trustees may be convened for purposes of removing an officer or if the Executive Secretary of The Association receives written requests for the officers removal from a minimum of two-thirds (2/3) of the local associations. B. Notice of recall or removal must be sent by certified mail to the affected individual advising him/her of the action taken or about to be taken. Removal by due process requires notification prior to the vote for removal from office. Section 3. Recall from office of an officer of The Association shall cause the office to be vacant until removal from the office is achieved as described in Section 2 of this Article and a successor is appointed. Recall can be initiated by the Board of Trustees and/or two-thirds (2/3) of the local associations. Recall can be achieved only by a three-fourths (3/4) vote of the Board of Trustees. ADVANCE \d 10 Section 4. Failure to achieve the required vote for removal will cause the immediate reinstatement of the recalled officer. Any appointees replacing the recalled officer shall also be discharged. Section 5.  ADVANCE \d 1Any individual member of The Association or of a local association shall lose all rights and privileges of off ice under the Association and any local association if they are convicted of a felony. ARTICLE XIII Financial Section 1.  ADVANCE \d 2The fiscal year of WAHU shall be 1 January through 31 December.  ADVANCE \u 2Section 2.  ADVANCE \d 2The Board of Trustees shall install and maintain an efficient system of accounts.  ADVANCE \u 2There shall be an independent review of the Association's books every year, Section 3. T ADVANCE \d 1he Board of Trustees shall adopt a budget for the  ADVANCE \u 1fiscal year not later than 1 December preceding the start of the fiscal year. Section 4. The Executive Vice President or any other person entrusted with the handling of funds or property of The Association shall furnish, at the expense of the Association, a fidelity bond approved by the Board of Trustees, in such an amount as the Board shall prescribe. Section 5. All WAHU disbursements shall be made solely by checks, which shall show the payee, the items of service(s) rendered or material purchased and the amount of payments. Section 6.  ADVANCE \d 1Disbursements `shall not exceed gross annual income or the gross amount of the annual budget, except by three-fourths (3/4) vote of the Board of Trustees. Section 7. The Executive Secretary, with the approval of the Executive Committee, shall designate the depositories of all funds of WAHU. Section 8.  ADVANCE \d 1The Executive Committee shall have the power to authorize such officers and employees as in their judgment may seem advisable to execute the checks of aforementioned and to do and perform such other acts as will-carry out the purposes and objectives of this Article. Section 9. As soon as possible, after completion of the yearly review, a copy of the report shall be presented at the next state Board of Trustees meeting. ARTICLE XIV Logo Section 1. Any local association or member in good standing in a local association may use the name or style "Member of the Washington Association of Health Underwriters," and may use any emblem, insignia, plate, sign, label or phrase indicative of membership as may be approved by the Board of Trustees; provided, however, that this section shall not confer membership upon individuals in any way, as membership itself and all rights, powers, and duties thereof are exclusively reserved to member associations; and provided further, that neither the name WAHU nor any emblem, insignia, plate, sign, label or phrase indicative of membership shall be used in connection with any advertisement, policy form, business card, letterhead, application or other document associated with the business of insurance in such a manner as to infer or imply WAHU approval or endorsement thereof. ARTICLE XV Official Publication Section 1. The Executive Committee shall have full authority regarding questions of policy of the official publication that said committee shall cause to be published. Section 2. The subscription price of the official publication is part of the regular membership dues. The official publication shall be sent to each member of the Association. ARTICLE XVI Parliamentary Authority Section 1. The current edition ROBERTS RULE OF PARLIAMENTARY PROCEDURE governs this organization in all parliamentary situations that are not provided for in the law or in its charter, Bylaws or adopted rules.  ADVANCE \d 7 ARTICLE XVII Amendment W Bylaws Section 1. Amendments to these Bylaws shall be made at any meeting of the Board of Trustees of WAHU by a two-thirds (2/3) vote if a quorum is present and proper notification has been given as provided for in Section 3 of this Article. Section 2. Proposed amendments to these Bylaws may be initiated by any of the following: A. A local association B. The WAHU Executive Committee C. The WAHU Board of Trustees Section 3. Proposed amendments must be submitted in writing to the Board of Trustees and the Executive Secretary at least sixty (60) days prior to the vote. The Executive Secretary shall send a copy of all proposed amendments to the last reported President of each local association not less thanforty-five (45) days prior to the date of said vote date. ARTICLE XVIII Dissolution of WAHU Section 1. Dissolution of the WAHU requires a three-fourths (3/4) vote of all Active Members, Life Members, and Members-At-large. Section 2. On dissolution of the Washington Association of Health Underwriters, all funds remaining shall go to the National Association of Health Underwriters. ARTICLE XJX Previous Bylaws Superseded These Bylaws, as revised, supersede all provisions of any previous Washington Association of Health Underwriters' Bylaws. 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