AMENDED BY-LAWS
OF THE
MARYLAND LAND TITLE ASSOCATION
As Last Amended July 19, 2011

ARTICLE I—NAME
The name of this Association shall be “Maryland Land Title Association” (hereinafter referred to as “Association”).  Its principal place of business shall be designated from time to time by the Board of Directors.

ARTICLE II—STATEMENT OF PURPOSE
The objects and purposes of the Association are these:
To promote the safe and efficient transfer of ownership of, and interest in, real property within the free enterprise system.
To provide information and education to its members; to those who regulate, supervise or enact legislation affecting the land title industry; and to consumers;.
To liaise with users of the products and services provided by its members, with government and with regulatory bodies.
To maintain professional and ethical standards among its members.

ARTICLE III—MEMBERSHIP
3.1 IDENTITY OF MEMBERS
The members of the Association shall be composed of those members who shall have been approved as such by a majority of the Board of Directors, in accordance with Section 3.2 herein.
There shall be three (3) classes of members designated as:
 (a) “Active” members shall be in the business of producing title evidence, including abstracting and/or examining, issuing title insurance, insuring titles, or conducting settlements (“Title Business”), and shall possess any required Title Insurance Producers license in the State of Maryland.  An Active member shall be an individual, sole proprietorship, partnership, corporation, limited liability company, limited liability partnership, or any other business entity that primarily and actively engages in such business in the State of Maryland.  Active members in good standing with the Association shall be entitled to one (1) vote per member as hereinafter set forth.
. (b) “Associate” members shall be individuals, sole proprietorships, partnerships, corporations, limited liability companies, limited liability partnerships or any other legal entity or business, interested in, or providing services to the land title insurance industry who are not themselves engaged in the Title Business, including, but not limited to, attorneys-at-law, public recording officers, licensed land surveyors, officers or employees of lending institutions, and members of any state board of Realtors or local board of Realtors. Associate members shall not be entitled to a vote in the Association’s affairs nor are they eligible to serve on the Board of Directors of the Association.
(c)  “Honorary” members shall be all past Presidents of the Association, not otherwise enrolled as Active or Associate Members, who will enjoy all of the benefits of Active membership. Individual annual membership dues for all Honorary Members shall be waived for the term of his or her natural life. The Board of Directors (“Board”) may bestow a one-year Honorary membership on a person deemed deserving of the same. Honorary members may be a voting member of the Association as described hereinafter, but may not serve as a member of the Board of Directors as set forth in Article VI. Honorary members may become eligible for service on the Board of Directors only if they qualify for and elect to become an Active member of the Association by paying the annual dues as established by the Board of Directors for Active members.
3.2 ELECTION TO MEMBERSHIP
Application for membership shall be submitted in writing to the President or his or her designee in the manner, form and content as prescribed by the Board, and shall include such information as may be required by the Board to substantiate eligibility for membership.  As a precondition to membership, each applicant for membership shall agree to abide by the provisions of the Association’s By-Laws and subscribe to the purposes and objectives of the Association as set forth in the Articles of Incorporation and By-Laws of the Association.  In addition, each applicant must agree to be bound by the American Land Title Association’s Principles of Fair Conduct as modified from time to time by that organization.  
Applicants for membership must demonstrate an adherence to professional conduct and good standing in their profession and community.
Membership and the rights afforded members in this Association shall not be transferable or assignable and any such attempted transfer or assignment shall be void.
3.3 MEMBER TERMINATION, CENSURE AND EXPULSION
Any member who fails to demonstrate conduct consistent with the American Land Title Association’s Principles of Fair Conduct, or who does not abide by the provisions of these By-Laws and/or subscribe to the purposes and objectives of the Association as set forth in the Articles of Incorporation and these By-Laws, or who fails  to make timely payment of membership dues as described in Paragraph 10.3, shall be subject to termination of membership in the Association.
Any member may terminate its membership in the Association by filing a written withdrawal from the Association with the Secretary/Treasurer.  Such withdrawal will not relieve the member from the payment of all dues, accounts and other obligations which are due and owing to the Association as of the date of withdrawal, or obligations which the member has incurred for future payment, which payment shall be made when due.  Termination shall be effective upon receipt of the notice by the Secretary/Treasurer unless the notice provides that a later date shall be deemed the effective date of the termination. 
All allegations of member misconduct must be referred to the Board of Directors for review and a determination as to membership censure and/or expulsion. The Board of Directors may censure or expel any member for misconduct at the sole discretion of a majority of the Board of Directors.  Censure or expulsion shall only be for cases in which the member brings disrepute to the Association or the profession as determined by the Board of Directors.
3.4  REAPPLICATION FOR MEMBERSHIP
Once any membership has terminated by any means, the member may reapply for membership in accordance with this Article, provided, however, in addition to the qualifications set forth above, the former member applicant shall not be in default of any dues or assessments for the previous 2 years, nor otherwise be indebted to the Association.  Reapplication for any membership by an applicant after censure and/or expulsion must be referred to the Board of Directors for review and determination of eligibility for membership.

ARTICLE IV—MEETING OF MEMBERS
4.1  ANNUAL MEETING
The Annual Meeting of members shall be held in September of each year at  a time and place as shall be determined by the President with the approval of the Board of Directors.  Such date shall not be a legal holiday.  The Annual Meeting shall be held for the transaction of such business as may properly come before the meeting, including the election of officers pursuant to Section 4.2.
4.2 ELECTION MEETING
The Election Meeting shall be held in September of each year in conjunction with the Annual Meeting of the members.  The Election Meeting shall be held for the purpose of electing officers and notifying the members of the results of the Sections’ elections of the Section Chairs and At-Large Directors.
4.3 REGULAR MEETING
Regular meetings of the membership shall be held from time to time as determined by the Board of Directors for the transaction of such business as may properly come before the meeting.  The date, time and place of any regular meeting shall be determined by the Board of Directors.
4.4 SPECIAL MEETINGS
Special meetings of members may be called by the President, the Vice President, Board of Directors or upon the written request of the lesser of (i) members entitled to cast 25% of all votes entitled to be cast at the meeting, or  (ii) any ten members of the Association.
4.5  PLACE OF MEETING
The date, time and place of any special meeting shall be designated by the Board of Directors.
4.6 NOTICE OF MEETING
Written notice of any meeting of members shall be delivered to each member not less than ten nor more than 60 days before the date of such meeting (except as otherwise provided in these By-Laws), by mail, fax or by email.  All such notices shall state the place, date and time of the meeting.
 
4.7 QUORUM
The presence in person or by proxy of twenty percent (20%) of the Active members of the Association shall constitute a quorum at all meetings of the membership, except as may be otherwise provided by law, the Articles of Incorporation of the Association, or these By-Laws.
If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the Active and Honorary members present at such meeting, may, by majority vote, elect to either:
 (a) adjourn the meeting without any further notice, except by the announcement at the meeting, until such time as a quorum shall be present, in which event such business may be transacted which might have been transacted if the meeting had been held as originally called; or
 (b) provide 15 days written notice pursuant to Section 5-206 of the Corporations and Associations Article of the Annotated Code of Maryland, of a new date, place and time for the meeting, at which time, the Active members present in person, regardless of their numbers, shall for all purposes be deemed to constitute a quorum, and may approve and authorize the proposed actions and take any other action which could have been taken at the original meeting if a sufficient quorum had then been present.
4.8  VOTING
Unless otherwise required or permitted by law, the Articles of Incorporation or these By-Laws, the action of a majority of voting membership present at a meeting at which a quorum is present, as well as those voting members who vote electronically or by proxy, shall be the action of the membership.  The election of officers shall be by plurality vote, performed by either written ballot or proxy as specified herein in Article IV, Sections 4.09 and 4.10.  In the case of a member which is a corporation, trust or other entity, its vote may be cast by its delegate who shall be an officer or director or its duly authorized representative thereof.  For all other matters, each Active and/or Honorary member as defined in Section 3.1(a) and (c) shall have one (1) vote, to be cast by the member in person or by proxy as specified herein in Article IV, Section 4.9.  Associate members may attend any meeting of the Association or its Sections and may participate in the deliberations and discussions, but may not vote.
 
4.9  PROXY FORM
The Association shall include with the Notice of Meetings, as specified herein in Article IV, Section 4.6, a general proxy, assigned to the Secretary/Treasurer of the Association or such person/party as designated by the member entitled to vote.  The person so designated must be a member eligible to vote. Said proxy when executed and received by the Secretary/Treasurer by 5:00 p.m. two business days prior to the date of the meeting shall be duly registered.  A member may limit the general proxy provided with the meeting notice, by written notation on the proxy.  Any such proxy may be rejected if the Secretary/Treasurer determines that the instructions of the voting member contained therein are not clear and unambiguous or that the designee is not clearly identified or is not a member eligible to vote.  A proxy form may be executed along with a ballot form, as specified in Section 4.10 herein, for other items that may come before a duly called meeting should the member desire.
4.10  BALLOT FORM
With respect to the Elections Meeting, a ballot form for the election of officers shall be sent to each of the Association members eligible to vote by mail, fax or email.  Any member entitled to vote who is unable to attend the Elections Meeting or any Special Election Meeting called to fill a vacancy in any office pursuant to Article VIII, Section 8.4 shall be entitled to cast his or her vote for officers by such ballot.  Such ballots when duly acknowledged and received by the Secretary/Treasurer by 5:00 p.m. at least two business days prior to the date of the Election Meeting or Special Election Meeting called to fill a vacancy in any office, shall be deemed to be duly registered.
ARTICLE V—SECTIONS
5.1  SECTIONS AND MEMBERSHIP THEREIN
The following Sections of the Association are hereby established:
(a) Underwriters Section, which shall include all Active members that are title insurers or affiliated entities in which a title insurer has a controlling interest as determined by the Board of Directors.

(b) Producers Section, which shall include all Active members who are not members of the Underwriters Section as defined in Section 5.1(a) above.
 

5.2  SECTION POWERS AND VOTING

Each Section is created for the purposes of investigating, discussing and voting upon matters referred to it by the Board of Directors in accordance with Article VI, Section 6.8 and taking such other action authorized under these By-Laws upon determination by the Board of Directors that an issue is a Section issue.  Upon referral to the Sections of an issue by the Board of Directors:

(a) Each Section shall have a period of time specified by the Board of Directors but not to exceed twenty one (21) calendar days, unless an extension is agreed to by both Sections, to negotiate, investigate and discuss the issue with its members and among the Sections to attempt to develop an Association position or course of action for the matter referred.

(b) At the expiration of the specified period of time, each Section Chair shall report to the Board of Directors the position of each Section at the next Regular Meeting or Special Meeting of the Board of Directors, such meeting to be held within four (4) calendar days of the expiration of the specified period of time or as extended.

(c) At said Board of Directors meeting the Board of Directors shall vote on the issue.  If the Sections submit a single recommendation, supported by both Sections, the Board of Directors shall ratify said position and undertake steps to implement the recommended action.

(d) If the Sections report that they have not reached agreement on a single recommendation, the Board of Directors shall attempt reach a resolution based upon the information provided by each Section Chair. In such instance, the matter shall be deemed resolved only by an affirmative vote of each Section Chair and a super majority of the remaining members of the Board of Directors eligible to vote and present at such meeting at which a quorum exists.  If such an affirmative vote is not obtained, the matter is deemed to be an issue for the Sections to address separately and not a matter for the Association as a whole to address.

5.3  SECTION MEETING

Each Section shall meet:

(a)  At such dates and times designated by the Section Chair or his appointee pursuant to Section 5.4 below, to discuss and vote upon matters referred to the Section in accordance with Article VI, Section 6.8 or on matters to be sent to the Board by the Section for its consideration.

(b) Annually not less than forty (40) calendar days prior to the Election Meeting for the sole purpose of nominating and electing a Section Chair and two At-Large Members of the Board of Directors to represent that Section, all of whom shall take office on November 1 following that year’s Election Meeting.

(c) To fill any vacancy in the Board of Directors or in any office in accordance with Article VI, Section 6.12 and Article VIII, Section 8.4.  Such meetings shall not be at dates, times or places that will conflict with regular meetings or such other meetings of the Association as may be called from time to time.
5.4  SECTION ADMINISTRATION
Administration of each Section shall be vested in a Section Chair who shall be a member from that Section. The Chair of each Section shall preside at all meetings of his respective Section or in that person’s absence, another member appointed by the Section Chair for that express purpose, or in his absence, another member of the section who has been nominated and appointed by the members of that Section in attendance at said meeting.
5.5  NOMINATION AND ELECTION OF THE SECTION REPRESENTATIVES
(a) Each Section shall have a Nominating Committee consisting of the Section Chair and two At-Large Members of the Board of Directors from that Section.
(b) No later than June 30th, the Section Chair shall solicit recommendations for nominees from the members of the Section. Recommendations shall be reviewed by the Nominating Committee for eligibility based upon eligibility guidelines adopted by the Board and all eligible members of that Section shall be included on the ballot.
(c) Each Section shall first elect its Section Chair and then elect two additional Directors, all three of whom shall serve as members of the Board of Directors until October 31st of the following year or until the term of his successor commences.  Such elected Section Chair and Directors are not eligible to be nominated as an officer by the Nominating Committee as set forth in Section 7.1 nor may the election of any such individual result in a violation of the restriction set forth in Section 6.3.
(d) The Chair of each Section shall distribute its report of elected Section Chair and At-Large Members of the Board of Directors no later than July 31st.

(e) No more than two (2) Section representatives from the same partnership, other business entity, corporation or family of partnerships, other business entities or corporations, may serve as Section representatives at the same time.

(f) No Section Chair or At-Large Member of the Board of Directors shall serve more than three (3) consecutive one-year terms. 

5.6  PLACE OF MEETING
The place of any meeting shall be at a place designated by the Section Chair.
5.7 NOTICE OF MEETING
Written notice of any meeting of a Section shall be delivered to each member of the Section not less than ten nor more than 60 days before the date of such meeting (except as otherwise provided in these By-Laws), by mail, fax or email. Notice of any special meeting called to consider a matter referred to a Section by the Board of Directors shall be given at least three business days prior thereto.  All such notices shall state the place, purpose, date and time of the meeting.
5.8 QUORUM
The presence in person or by proxy of twenty percent (20%) of the voting members of the Section shall constitute a quorum at all meetings of the Section, except as may be otherwise provided by law, the Articles of Incorporation of the Association, or these By-Laws.
If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the Section members present and entitled to vote at such meeting, may, by majority vote, elect to either:
 (a)adjourn the meeting from time to time without any further notice, except by the announcement at the meeting, until such time as a quorum shall be present, in which event such business may be transacted which might have been transacted if the meeting had been held as originally called; or
 (b)provide 15 days written notice pursuant to Section 5-206 of the Corporations and Associations Article of the Annotated Code of Maryland, of a new date, place and time for the meeting, at which time, the voting Section members present in person, regardless of their numbers, shall for all purposes be deemed to constitute a quorum, and may approve and authorize the proposed actions and take any other action which could have been taken at the original meeting if a sufficient quorum had then been present.
5.9  VOTING
Unless otherwise required or permitted by law, the Articles of Incorporation or these By-Laws, the action of a majority of the Section members entitled to vote and present at a Section meeting at which a quorum is present, as well as those voting members who vote electronically or by proxy, shall be the action of the Section membership.  The election of the Section Chair and Directors shall be by plurality vote, performed by either written ballot or proxy as specified herein in Article V, Sections 5.10 and 5.11.  In the case of a member which is a corporation, trust or other entity, its vote may be cast by its delegate who shall be an officer or director or its duly authorized representative thereof.  For all other matters, each Active or Honorary member as defined in Section 3.1(a) and (c) shall have one (1) vote, to be cast by the member in person or by proxy as specified herein in Article V, Section 5.10.  Associate members may attend any meeting of the Sections and may participate in the deliberations and discussions, but may not vote.
5.10  PROXY FORM
The Section shall include with the Notice of Meetings, as specified herein in Article V, Section 5.7, a general proxy, assigned to the Section Chair or such person/party as designated by the member entitled to vote.  The person so designated must be a member of that Section eligible to vote. Said proxy when executed and received by the Section Chair by 5:00 p.m. two business days prior to the date of the meeting shall be duly registered.  A member may limit the general proxy provided with the Notice of Meeting, by written notation on the proxy.  Any such proxy may be rejected if the Section Chair determines that the instructions contained therein are not clear as to the intended candidate or that the designee is not clearly identified or is not a member eligible to vote.  A proxy form may be executed along with a ballot form, as specified in Section 5.11 herein, for other items that may come before a duly called meeting should the member desire.
5.11  BALLOT FORM
With respect to each Section’s Election Meeting, a ballot form for the election of Section Chair and Directors shall be sent to each of the Section members eligible to vote by either mail, fax or email.  Any Section member eligible to vote and unable to attend the Section’s Election Meeting shall be entitled to cast his or her vote for Section Chair and Directors by such ballot.  Such ballots when duly acknowledged and received by the Section Chair by 5:00 p.m. at least two business days prior to the date of the Section’s Election Meeting, shall be deemed to be duly registered.

ARTICLE VI—BOARD OF DIRECTORS

6.1  GENERAL POWERS

The property and business of the Association shall be managed under the direction of the Board of Directors of the Association.

6.2  NUMBER AND TERM OF OFFICE

The Board of Directors of the Association shall consist of the President, Vice President, Treasurer and  Secretary/Treasurer so elected, the Immediate Past President, the Chair of the Underwriters Section, the Chair of the Producers Section, two At-Large Directors representing the Underwriters Section and two At-Large Directors representing the Producers Section; provided, however, that no more than two (2) Directors (including officers and board members) from the same partnership, other business entity, corporation or family of partnerships, other business entities or corporations may serve on the Board of Directors at the same time.  Each Board member, with the exception of the President, commits to serve concurrently as a member of one of the Association’s standing committees as appointed by the President. Each Director shall serve until the following October 31st or until the term of his successor commences. 

(a)No director may be elected for more than three (3) consecutive full one-year terms. 

(b)The limitation set forth in 6.2(a) shall not apply to the officers of the Association.

(c) The limitation set forth in 6.2(a) shall not apply to the term for which a Director is elected to fill a vacancy under 6.12(c).

6.3  ELECTION OF OFFICERS

At each Election Meeting, the membership shall elect the officers of the Association as provided in Article VIII, Section 8.2 of these By-Laws. 

6.4  REGULAR MEETING

A Regular Meeting of the Board of Directors shall be held without notice in conjunction with and at the same place as the Annual Meeting of the membership.  The Board of Directors may provide, by resolution, the time and place for the holding of additional Regular Meetings without notice other than such resolution.  Notwithstanding the foregoing, the Board of Directors shall meet at such times and with such frequency as necessary to effectively discharge its duties and, in any event, must meet not less than once per calendar quarter.

6.5  SPECIAL MEETINGS

Special Meetings of the Board of Directors may be called by the President or upon the written request of any three directors.  The President shall convene a Special Meeting of the Board in person or via telephone conference call or other electronic medium.  The person or persons authorized to call Special Meetings of the Board of Directors may fix the date, time and place for holding any Special Meeting of the Board of Directors called by them.

6.6  NOTICE

Notice of any Special Meeting shall be given at least three business days prior thereto by mail, fax or email.  The attendance of a director at a meeting or his execution of a waiver of notice of such meeting, shall constitute the director’s waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6.7  QUORUM

At any meeting of the Board of Directors, a majority of the voting directors shall constitute a quorum for the transaction of business.  A director’s proxy shall be considered as present for the purposes of obtaining a quorum.  

6.8  VOTING

The act of a majority of the directors eligible to vote and present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  However, for matters referred to the Sections under Article V, Section 5.2 for consideration, the Board may not take positions inconsistent with the recommendations of the Sections themselves except as set forth in Section 5.2 (d).

6.9  REMOVAL OF DIRECTORS

Any and all of the Directors may be removed with or without cause by a majority vote of the membership of the Association.

6.10  RESIGNATION

A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Association.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

6.11  DISQUALIFICATION

In the event a Director, not including the President or Vice President, no longer qualifies for membership in the Section to which he was elected, he must notify the Board of Directors in writing, of that fact. Such notice (“Notice Date”) must be given prior to the next validly called meeting of the Board of Directors but not more than thirty (30) days after the earlier to occur of:

(a) The date on which he knew or should have known that he no longer qualified for membership in the Section to which he was elected; or

(b) If the changes result from the acceptance of employment, the first date of employment.

The Board of Directors may, by majority vote within forty-five (45) days of such Notice Date, which majority vote must include the Chair of the Section to which the Director belonged, elect to retain such Director. Otherwise, the Director shall be immediately removed from the Board and Office, if applicable, and a vacancy shall be deemed to have occurred. The Director who no longer qualifies for the Section to which he originally belonged must abstain from this vote.

 
6.12  VACANCY ON BOARD OF DIRECTORS

Vacancies on the Board of Directors resulting from a Director’s death, illness, resignation or any other cause shall be filled by a member from the same Section to which that Director belonged.  

(a) If the Director was an officer, the vacancy shall be filled in accordance with Article VIII, Section 8.4. 

(b) If the Director was not an officer of the Association, the Chair of the Section or, if the Director position vacated was the Chair of a Section, the highest ranking officer on the Board of Directors from that Section shall call for a meeting of the Section in accordance with Article V, Section 5.7, during which the nomination and subsequent election of a replacement shall take place. Notice shall be given immediately thereafter to the Board of Directors as to the results of that election and ratified at the next regular meeting of the Board of Directors or within 30 days, whichever is earlier.

(c) A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

6.13  COMPENSATION

No compensation shall be paid to directors for their services in such capacity, but, by resolution of the Board of Directors, expenses incurred for actual attendance at each regular or special meeting of the Board of Directors may be authorized.  Nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving compensation therefore.

6.14  PRESUMPTION OF ASSENT

A director of the Association who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention shall be entered in the minutes of the meeting or unless he shall file his written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward his dissent or abstention within 24 hours after adjournment of the meeting at which the vote was taken.  Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

ARTICLE VII—COMMITTEES

7.1  NOMINATING COMMITTEE

No later than December 1 of each year, the President shall appoint a Nominating Committee of the Association, which shall be Chaired by the Immediate Past President, and include a Director from each of the Sections and one (1) other Active or Honorary member from each Section not currently serving on the Board of Directors. The Nominating Committee of the Association shall:
(a) No later than July 31, solicit recommendations for nominees from the members of the Association for the offices of President, Vice President Treasurer, and Secretary/Treasurer. Recommendations shall be reviewed for eligibility and all eligible members shall be included on the ballot unless there shall be more than three (3) recommendations for a particular position.  If more than three (3) recommendations are received for any one seat, the Nominating Committee shall determine, based upon majority vote, the members to include on the election ballot so that no more than three nominees shall be included on the ballot per position. 
(b) Distribute its report to the Board and the Section Chairs no later than August 15.
The members of the Nominating Committee shall serve until October 31 following their appointment to the Committee. No member of the Nominating committee shall be eligible to serve as an officer, nor be nominated for a position as officer, while serving as a member of the Nominating Committee. If a member of the Nominating Committee is confirmed to fill a vacancy pursuant to Article VIII, Section 8.4 or elected to fill such vacancy pursuant to Article IV, the member must immediately resign their position on the Nominating Committee and the President must appoint a replacement from the same Section as the resigning member within thirty (30) days of such resignation. 
7.2  STANDING COMMITTEES
The Association shall maintain the following standing committees to carry out the functions of the Association. The President shall appoint the Chair of each committee, other than the Finance Committee, from among the members of the Association. Each standing committee, with the exception of the Finance Committee as specified in 7.2(d) below will have at least one (1) Board member who will not serve as Chair and will have at least one (1) member representing each Section. The Committees and their responsibilities shall be:
(a) The Education Committee shall bring opportunities to educate both the membership and the title insurance marketplace as to professional developments in the title insurance industry.
(b) The Convention Committee shall assume full responsibility for the logistics and planning of the Association’s Annual Meeting, including but not limited to development of the meeting’s agenda, speakers and related programming.  The Convention Committee shall work in conjunction with the Education Committee on planning any educational component of the Annual Meeting.
(c) The Legislative Committee shall report and recommend to the Board positions and actions the Association should take with regard to all federal and state government action affecting the land title industry; coordinate and participate in appropriate action to implement Association policy authorized by the Board; carry out an education program to improve the understanding of federal and state legislators, regulators and public agencies regarding the land title industry; and be responsible for developing programs and activities to improve title industry rapport with federal and state legislators and agencies.
(d) The Finance Committee shall have general supervision of the finances of the Association.  It shall present to the Board, and to the members, at the Annual Meeting, a budget of estimated income and proposed expenditures for the succeeding Fiscal year.  The Finance Committee shall consist of at least four (4) members, including the Chair who shall be the Association’s Treasurer, the Association’s Secretary/Treasurer and one other director from each Section.  In conjunction with Association staff, the Finance Committee shall also ensure the utilization of outside accounting/audit services and the preparation of monthly reports of the Association’s financial standing from the accounting/audit service provider.
(e) The Membership Committee shall endeavor to maintain and increase membership in or affiliation with the Association, and to encourage and, when requested, assist with the organization of state, district, territorial, provincial and regional title associations.
(f) The Executive Committee shall consist of the Association’s elected officers. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. Any decision made by the Executive Committee between meetings of the Board of Directors shall be brought before the full Board at the next regular meeting for confirmation. Furthermore, the Executive Committee shall be responsible for review and negotiation of all employment contracts.
 7.3 OTHER COMMITTEES
From time to time, the Board of Directors may create additional committees as necessary and proper.  Each such committee shall serve at the pleasure of the Board of Directors.
7.4 COMMITTEE BUDGETS
Each committee chairperson shall be responsible for developing a yearly budget for his committee, which budget shall follow the Association’s fiscal year.  Each budget shall include an itemization of expected income and expenses for the committee as well as expected profit or loss for the committee’s activities.  Each chairperson must submit their budget to the Secretary/Treasurer no later than August 1 of each year. 

ARTICLE VIII—OFFICERS
8.1  OFFICERS
The elected officers of the Association shall be a President, a Vice President,  a Treasurer and a Secretary/Treasurer.  The offices of President and Vice President shall not be from the same Section when elected. The offices of Treasurer and Secretary/Treasurer shall not be from the same Section when elected. No person shall hold more than one office.
8.2  ELECTION AND TERM OF OFFICERS
The officers of the Association shall be elected annually at the Election Meeting of the Association in accordance with the provisions of Article IV, Section 4.2 and 4.8 and shall assume office on the following November 1.  Each officer shall hold office for one year or until the term of office of his or her successor commences.
8.3  REMOVAL
Any or all of the officers may be removed with or without cause by a majority vote of the membership of the Association.
8.4  VACANCIES
A vacancy in any office, with the exception of the office of President, because of death, resignation, removal, disqualification or otherwise shall be filled by a member from the same Section to which that Officer belonged who shall be nominated by the Nominating Committee in accordance with Article VII, Section 7.1.  The Nominating Committee shall report to the Board the name of the individual or individuals nominated to fill the vacancy, at which time the Board shall schedule a Special Election Meeting of the membership for vote in accordance with Article IV. An officer elected or appointed to fill a vacancy caused by resignation, death or removal, shall hold office for the unexpired term of his predecessor.  Should the office of President be vacated for any reason, the Vice President shall assume the office. In such instance, the vacancy created in the Vice President position shall be filled  by an individual from the Section that the President represented, in accordance with Article VI, Section 6.12.
8.5  PRESIDENT
The President shall be the principal executive officer of the Association and shall supervise all business and affairs of the Association.  He shall preside at all meetings of the membership and the Board of Directors.  He may sign with the Secretary/Treasurer or other proper officers of the Association, all agreements, documents or instruments executed on behalf of the Association.  He shall perform such other duties as may be prescribed for him by the Board of Directors. 
8.6  VICE PRESIDENT
The Vice President shall perform such other duties as may from time to time be assigned to him by the President or Board of Directors.  In the absence of the President  or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President.
 8.7 TREASURER
The Treasurer shall have the charge and custody of and be responsible for all funds and securities of the Association.  He shall receive and give receipt for any funds due and payable to the Association and shall deposit all monies of the Association in the name of the Association in such banks or other depositories as may be selected by the Board of Directors. 
The Treasurer shall prepare an annual budget and present it to the Board of directors and the membership for approval at the Annual Meeting.  No less often than quarterly,  the Treasurer will present to the Board of Directors a financial statement accurately representing the financial affairs of the Association.  The quarterly statement need not be prepared by a Certified Public Accountant; however the annual statement for each fiscal year shall be prepared by a Certified Public Accountant with the cost to be borne by the Association. 
The Treasurer may be bonded in such amount as may be determined by the Board of Directors.   He shall perform all duties incident to the office of the Treasurer and such other duties as from time to time shall be assigned to him by the President or the Board of Directors. In addition, the Treasurer shall be the chairperson of the Finance Committee.  Certain of these duties may be delegated to the Executive Director of the Association by the Treasurer under the direction and supervision of the Treasurer.
8.8  SECRETARY/TREASURER
The Secretary/Treasurer shall keep the minutes of the meetings of the Board of Directors and the membership in one or more books provided for that purpose, which books shall be available for review by the membership. He shall see that all notices are given in accordance with the provisions of these By-Laws or as required by law. He shall be the custodian of the corporate records and the seal of the Association and shall cause a seal of the Association to be affixed to all documents where such seal shall be required. He shall keep a register of the email and physical mailing address of each member as furnished to him by such member. He shall perform all duties incident to the office of the Secretary/Treasurer and such other duties as from time to time shall be assigned to him by the President or the Board of Directors. Certain of these duties may be delegated to the Executive Director of the Association by the Secretary/Treasurer under the direction and supervision of the Secretary/Treasurer.
8.9  IMMEDIATE PAST PRESIDENT
The Immediate Past president shall serve on the Board of Directors as an ex-officio member, shall attend meetings and participate in discussions, but shall not be entitled to  vote on matters that come before the Board nor shall his presence at any meeting either in person or by proxy count toward the establishment of a quorum for the purpose of conducting the Association’s business.  
 

ARTICLE IX—CONTRACTS, CHECKS, DEPOSITS AND FUNDS
9.1  CONTRACTS
All contracts of the Association shall be approved by the President or Vice President and may be executed on behalf of the Association by the President, Vice President or the Executive Director.  Any contract for an amount in excess of Twenty Thousand Dollars ($20,000.00) must be executed by the President or Vice President.
9.2  PAYMENT OF BILLS
All bills, invoices, or other demand for payment by the Association shall be approved prior to payment by the President or Vice President, and if so approved, shall be paid by the Treasurer.
9.3  CHECKS AND DRAFTS
All instruments, checks, drafts, or other orders for the payment of money, shall be signed by such officer or officers or agent or agents of the Association and in such manner as shall be determined from time to time by resolution of the Board of Directors.  In the absence of such resolution, all such instruments shall be valid when signed by the Treasurer, provided that any check, draft or other order for payment in an amount in excess of $5,000 shall only be valid and properly issued when signed by the Treasurer and countersigned by the President or Vice President.
9.4  DEPOSITS
All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may approve.
9.5  GIFTS
The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise.  Such gift shall be placed in a special fund and shall be held for the general purposes and uses of the Association or for such purpose or use as is set forth by the terms of the gift.
9.6  DISTRIBUTION OF ASSETS UPON DISSOLUTION
In the event of the dissolution of the Association, or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business property and assets of the Association shall be distributed to such non-profit corporation, municipal corporation or corporations as may be selected by the Board of Directors in a manner to best perpetuate the purposes of the Association. In no way shall any of the assets or property of the Association be distributed to members in the event of dissolution and liquidation.
9.7  ANNUAL AUDIT
There shall be a annual audit or review as directed by the Board of the financial records of the Association by an outside, unaffiliated accounting firm with their conclusions reported to the Board within 45 days of completion.

ARTICLE X—MEMBERSHIP FEES AND DUES
10.1  MEMBERSHIP FEE
The Board of Directors shall determine from time to time the amount of the membership fees, dues and assessments, if any, payable by the members of the various classes of membership.
10.2  MEMBER DUES AND ASSESSMENTS
An Annual Budget prepared by the Treasurer or the Finance Committee shall be submitted to and voted upon by the Board of Directors on or before October 1 of each year. Upon approval of the Budget by a majority of the Board of Directors, the Board of Directors shall determine the dues to be paid by each member of the Association.    The annual dues shall be payable in advance on or before the first day of November of each year.
10.3  NON-PAYMENT OF DUES
When any member of the Association shall be in default of payment of dues or assessments for thirty (30) days after the dues or assessments become payable, such membership may thereupon be terminated by the action of the Board of Directors.  Unless waived by the Board of Directors, during the period that any member is in default of payment of dues or assessments, such member shall not be entitled to vote at any membership meeting.  Any member of the Board of Directors who shall be in default of payment of dues or assessment for thirty (30) days after the dues or assessments become payable shall not be entitled to vote on any matters which may come before the Board of Directors or seek any position as an officer of the Association.
 

ARTICLE XI—FISCAL YEAR

The fiscal year of the Association for dues purposes shall be from November 1st to October 31st. The fiscal year for the Association for tax purposes shall be as determined by resolution of the Board of Directors.

ARTICLE XII—LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

12.1  LIABILITY OF DIRECTORS AND OFFICERS

No director or officer of the Association shall have any liability in connection with his performance as a director or officer of the Association for money damages, except that such officer or director shall be liable to the Association or its stockholders:
(a)  To the extent that it is proved that the officer or director actually received an improper benefit or profit in money, property, or services, for the amount of the benefit or profit in money, property or services actually received; or
(b) To the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding in the proceeding that the officer’s or director’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

12.2  INDEMNIFICATION

The Association shall indemnify any director or officer of the Association made a party to any proceeding, upon the action of a majority of directors not made a party to such proceeding, against judgments, penalties, fines, settlements and expenses, including attorneys’ fees, actually incurred and when incurred by the director or officer in connection with the proceedings for his action and in an official capacity, unless it is proved that:
(a) The act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
(b)The director or officer, with actual knowledge thereof, actually received an improper personal benefit in money, property or services; or
(c) In the case of any criminal proceeding, the director or officer had actual knowledge that the act or omission was unlawful.
Payments made under this Section 12.2 shall be made upon the terms and conditions determined by the action of a majority of the directors not made a party to such proceeding, and, unless otherwise required, shall not require that a determination be made that indemnification is proper, provided that the Association has received (i) a written affirmation by the director or officer of his good faith belief that the standard of conduct necessary for indemnification by the Association has been met and (ii) a written undertaking by or on behalf of the director or officer to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.  The undertaking required herein shall be an unlimited general obligation of the director, need not be secured, and may be accepted without reference to the financial ability to make the repayment.
  ARTICLE XIII—AMENDMENT OF BY-LAWS
The By-Laws of the Association may be amended, modified or repealed by a majority vote of the Active members of the Association called in accordance with the provisions of these By-Laws.  Notwithstanding the foregoing, the provisions of Section 12.1 and 12.2 of these By-Laws relating to the liability and indemnification of directors and officers may only be amended, modified or repealed upon the recommendation of such amendment, modification or repeal by the Board of Directors and the approval thereof by two –thirds (2/3) of the voting members of the Association.
ARTICLE XIV—MISCELLANEOUS
Whenever used herein, the term “his” means “his/her” and the term “he” means “he/she.”

ARTICLE XV – EFFECTIVE DATE
These Amended By-Laws were approved by the Association voting membership at the Annual Meeting on September 15, 2011, and shall be effective as of November 1, 2011.  These Amended By-Laws are prospective in nature and the affairs of the Association which occurred prior to November 1, 2011 shall be governed by the previous Association By-Laws as last amended on October 19, 2005. 
Notwithstanding the preceding, the Officers elected at the September 15, 2011 Election Meeting shall serve as their capacity, term and duties are described in the previous Association By-Laws as last amended on October 19, 2005.