Bylaws

SLTA – Southeast Land Title Association

Bylaws

RESTATEMENT AND AMENDMENT

IN THE ENTIRETY OF THE

BY-LAWS OF

SOUTHEAST LAND TITLE ASSOCIATION, INC.

 

PREAMBLE

Southeast Land Title Association, Inc. (the “Corporation”) is a nonprofit corporation organized under the laws of the State of Georgia for the purposes of promoting the safe and efficient transfer of real property ownership through education, public awareness, and legislative advocacy, together with such other lawful purposes as the Board of Directors may from time to time determine.  These Restated and Amended By-Laws of the Corporation grant to the Board of Directors of the Corporation the power to adopt and prescribe policies setting forth the governance and operation of the Corporation.

 

ARTICLE I
OFFICES

 

Section 1. Registered Office and AgentThe Corporation shall maintain a registered office within the State of Georgia and shall have a registered agent whose business office is identical with such registered office.

 

Section 2. Other OfficesThe Corporation may have other offices at such place or places, within or without the State of Georgia, as the Board of Directors of the Corporation may from time to time determine.

 

ARTICLE II
MEMBERSHIP

 

Section 1. MembersMembership in the Corporation shall consist of Active, Associate and Honorary classes.  The Board of Directors of the Corporation shall additionally have the right to establish other classes of membership, along with rights and duties attendant to such other classes, as it deems required or desirable for the benefit of the Corporation.  Subject to the qualifications contained in these By-Laws and prescribed by the Board of Directors, either individual proprietors or business entities may apply for membership in the Corporation.  For purposes hereof, the word “Member” shall include both individual Members and authorized representatives of Members which are business entities. Regardless of the underlying composition of a Member, each voting Member as authorized hereunder shall be entitled to one (1) vote.


Section 2. Qualifications of Active Members Active Members of the Corporation shall be limited to those directly and primarily engaged in the real estate title abstract industry, or the real estate title insurance industry, or the real estate title insurance issuing agent industry, and who have been continuously so engaged for the five (5) years prior to their application for membership.  Attorney issuing agents, whether sole practitioners or law firms, may qualify for Active Membership.  Underwriter members must have at least one agent in either Georgia, Alabama or Mississippi to qualify for membership in the association.

 

Section 3. Qualifications of Associate Members.  Applicants not otherwise qualified to become Active Members of the Corporation, but whose primary business activity bears a direct relationship upon qualifying activity as engaged in by Active Members, may qualify as Associate Members of the Corporation.

 

Section 4. Qualifications of Honorary MembersHonorary Members of the Corporation shall consist of those persons who shall have been elected to such membership by the Board of Directors on the basis of the performance by such persons of distinguished and meritorious service to the Corporation, or the furtherance by such persons of the objectives and purposes of the Corporation.

 

Section 5. Election to and Rights of MembershipElection to any class of membership in the Corporation shall require the affirmative vote of the majority of the Board of Directors.  As a condition precedent to membership in the Corporation, an applicant must subscribe to the Code of Ethics of the Corporation, as adopted from time to time by the Corporation’s Board of Directors.

 

Section 6. Resignation of MembersAny Member may resign from the Corporation provided that all indebtedness to the Corporation has been paid.  Such resignation shall be communicated in writing to the Board of Directors, and shall become effective as of the date of delivery, once accepted by the Board.

 

Section 7. Censure, Suspension and Expulsion of MembersThe Board of Directors may, in its discretion, by an affirmative vote of a two-thirds (2/3) majority of the Board Members then in office, censure, suspend or expel any Member for misconduct, including, without limitation, any violation of the Corporation’s Code of Ethics.

 

ARTICLE III
RIGHTS AND DUTIES OF MEMBERS

 

Section 1. Voting Rights.  Except as may be expressly set forth to the contrary herein, the right to vote upon the business of the Corporation shall be limited to Active Members.  The vote of any Active Member may be cast by any person so authorized by said Member.  Associate Members and Honorary Members may attend any Meeting of Members, and may participate in deliberations and discussions, but shall have no voting rights.  Notwithstanding the foregoing, Associate Members and Honorary Members duly appointed by the Board of Directors of the Corporation, by the President of the Corporation or by any Committee Chairman to serve on Committees of the Corporation shall, in such capacity, and in furtherance of the work of any such Committee, have the same voting rights and privileges as other members of the Committee.

Section 2. DuesEach Active and each Associate Member shall pay dues to the Corporation in accordance with a schedule to be fixed by the Board of Directors.  Honorary Members shall pay no dues. 

 

ARTICLE IV
AFFILIATIONS

 

The Corporation shall not be subordinate to or subject to the authority of any other group, association or organization, but shall at all times endeavor to cooperate with, and may seek and obtain affiliations with, others of common or similar purposes, such as the American Land Title Association.  Members of the Corporation are not required to be, but are encouraged to be, members of the American Land Title Association.

 

The Corporation may also, through its Board of Directors, participate in the activities of, and render support to, the Alabama Land Title Association, LLC,  the Georgia Land Title Association, LLC and the Mississippi Land Title Association, LLC, so as to foster objectives of mutual benefit to the Corporation, the various associations and the title industry.

 

ARTICLE V
MEETINGS OF MEMBERS

 

Section 1.  Annual MeetingThe Corporation shall hold an Annual Meeting of its Members at such time and place as shall have been fixed by the vote of its Board of Directors, said vote to occur not later than the previous Annual Meeting, or as soon thereafter as is practicable.  At each Annual Meeting, the Active Members shall elect the Board of Directors of the Corporation as provided in these By-Laws, and transact such other business as may be properly brought before the Meeting.

 

Section 2. Mid-Year MeetingThe Corporation shall hold a Mid-Year Meeting of its Members to coincide with the Mid-Year Meeting of its Board of Directors.  The Mid-Year Meeting shall be held at a place as shall have been fixed by the vote of its Board of Directors, and at a date that is approximately six (6) months before the Annual Meeting to follow.  At each Mid-Year Meeting, the Members may transact such business as may be  properly brought before the Meeting.

 

Section 3. Special MeetingsSpecial Meetings of the Members, for any purpose or purposes, unless otherwise proscribed by law, by the Corporation’s Articles of Incorporation or by these By-Laws, may be called by the President of the Corporation, by any three (3) or more of its Board Members, or by any five (5) or more of its Active Members.  Special Meetings shall be held at such location within Georgia, Alabama or Mississippi as may be designated in the notice of such Meeting.


Section 4. Notice; Waiver.  Except as otherwise required by law, by the Corporation’s Articles of Incorporation or by these By-Laws, notice of each Meeting of the Members shall be provided to each Member of record by means of such reliable information delivery system as shall be selected by the Board of Directors, and given as soon as is practicable prior to such Meeting.  Any applicable notice shall be sent to the Member’s address as it appears in the membership records of the Corporation, or if no such address appears, to the Member’s last known address.  In the instance of a Special Meeting, the purpose or purposes for which the Special Meeting is called shall be stated in the notice.  Any notice provided to a Member in accordance with the terms of this Article V, Section 4, shall, regardless of receipt, be deemed to have been duly served.

 

Notice of a Meeting of Members need not be given to any Member who signs a waiver of notice, including by proxy, either before or after the Meeting.  Neither the business transacted nor the purpose of the Meeting need be specified in the waiver.  Attendance of a Member at a Meeting shall of itself constitute a waiver of notice and waiver of any and all objections to the place of the Meeting, the time of the Meeting, or the manner in which it has been called or convened, except when a Member attends a Meeting solely for the purpose of stating, at the beginning of the Meeting, any objections to the transaction of business.

 

Section 5. QuorumThose Active Members present at a regular Annual Meeting shall constitute a quorum.  For any Meeting other than the Annual Meeting, the presence in person of at least ten (10) Active Members of the Corporation, or ten (10%) percent of the record Active Membership of the Corporation, whichever is less, shall constitute a quorum.  Such quorum shall be requisite for the transaction of business, except as otherwise provided by law, by the Corporation’s Articles of Incorporation or by these By-Laws.

 

Section 6. Voting, ProxiesEach Active Member shall have one vote, as provided in Article III, Section 1 hereof.  If a quorum is present, the affirmative vote of the majority of the Active Members  shall be the act of the Members, except as otherwise provided by law, by the Corporation’s Articles of Incorporation or by these By-Laws.  No Active Member may vote by proxy or be counted present by proxy at a Meeting.  

 

ARTICLE VI
DIRECTORS

 

Section 1. General PowersThe property and affairs of the Corporation shall be managed by its Board of Directors.  In addition to the powers and authority by these By-Laws expressly conferred, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not proscribed by law, by the Corporation’s Articles of Incorporation or by these By-Laws.

Section 2. Selection.

(a)  Members of the Board of Directors shall be selected in the manner and for the terms hereinafter provided.

(b) Along with the Board Members specified or permitted in this Article VI, the Corporation’s President, immediate Past President, President-Elect, Vice President, Secretary and Treasurer shall serve as Members of the Board of Directors.  The membership of the Board of Directors may further be increased from time to time should the then-serving Board deem such an increase to be required or desirable for the benefit of the Corporation.

(c)  At every Annual Meeting of Members, a Member of the Board of Directors specifically designated to represent one of the states of Alabama, Georgia and Mississippi, shall, sequentially and as their respective predecessor’s term expires, be elected for a term of three years and until a successor shall be elected or appointed and qualified, or until their earlier resignation, removal from office or death.  The terms of service of the state-specific Board designees shall thereby be staggered, with an Alabama Board designee being elected in one year, a Georgia Board designee in the following year, and a Mississippi Board designee in the following year thereafter, with said sequence to continue for the duration of the existence of the Corporation, or until otherwise provided in these By-Laws.

(d)  At each Annual Meeting of Members, a Member-at-Large of the Board of Directors shall also be elected to hold office until the Annual Meeting of Members held next, and until a successor is elected or appointed and qualified or until their earlier resignation, removal from office or death.

Section 3. Qualifications Directors must be selected from the Corporation’s Active Members in good standing.

Section 4. Vacancies, How Filled.  

(a)  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Board Members then serving, though less than a quorum of the Board, or by the sole remaining Board Member, as the case may be, or, if the vacancy is not so filled, or if no Board Member remains, by the Active Members of the Corporation, or as otherwise permitted by law.

(b)  A Director selected to fill a vacancy shall serve for the unexpired term of the vacated Directorship.  Directorships may also be filled by reason of an increase in the number of Directors, should the then-serving Board of Directors deem such increase to be required or desirable for the benefit of the Corporation.  Newly added Directors shall serve for such term as the Board of Directors shall determine.

Section 5. CompensationDirectors shall receive no compensation for their services rendered to the Corporation in their capacities as Directors.

Section 6. Regular Meetings.  Regular Meetings of the Board of Directors shall be held in conjunction with the Annual Meeting of Members and the Mid-Year Meeting of Members.  The Board of Directors shall also hold such Additional Regular Meetings as it deems required or desirable for the benefit of the Corporation, said Additional Meetings to be held with such frequency and at such times and such places as shall be designated by the then-serving President of the Corporation and approved by a vote of the Board.

Section 7. Special Meetings.  Special Meetings of the Board of Directors, for any purpose or purposes, unless otherwise proscribed by law, by the Corporation’s Articles of Incorporation or by these By-Laws, may be called by the President of the Corporation or by any three (3) or more of its Board Members.  Special Meetings shall be held at such location within Georgia, Alabama or Mississippi as may be designated in the notice of such Meeting.

Section 8. Notice: Waiver.  No additional formal notice shall be required to be provided to Board Members with respect to Board Meetings held in conjunction with the Annual Meeting of Members or the Mid-Year Meeting of Members, other than such notice as they would be entitled to receive based upon their status as a Member of the Corporation.  With respect to the Board’s Additional Regular Meetings and Special Meetings, and except as otherwise required by law, by the Corporation’s Articles of Incorporation or by these By-Laws, notice of each such Board Meeting shall be provided to each then-serving Board Member of record by means of such reliable information delivery system as shall be selected by the Board, and given as soon as is practicable prior to such Board Meeting.  Any applicable notice shall be sent to the Board Member’s address as it appears in the membership records of the Corporation, or if no such address appears, to the Board Member’s last known address.  In the instance of a Special Board Meeting, the purpose or purposes for which the Special Board Meeting is called shall be stated in the notice.  Any notice provided to a Board Member in accordance with the terms of this Article V1, Section 8, shall, regardless of receipt, be deemed to have been duly served.

Any required notice of a Meeting of the Board of Directors need not be given to any Board Member who signs a waiver of notice, including by proxy, either before or after the Board Meeting.  Neither the business transacted nor the purpose of the Board Meeting need be specified in the waiver.  Attendance of a Board Member at a Board Meeting shall of itself constitute a waiver of notice and waiver of any and all objections to the place of the Board Meeting, the time of the Board Meeting, or the manner in which it has been called or convened, except when a Board Member attends a Board Meeting solely for the purpose of stating, at the beginning of the Board Meeting, any objections to the transaction of business.

Section 9. Quorum; Proxy.  For any Meeting of the Corporation’s Board of Directors, the presence in person of a majority of the then-serving Board Members shall constitute a quorum.  Such quorum shall be requisite for the transaction of business, and, if a quorum is present, the affirmative vote of the majority of the Board shall be its act, except as otherwise provided by law, by the Corporation’s Articles of Incorporation or by these By-Laws.  No Board Member may vote by proxy or be counted present by proxy at a Board Meeting.  

Section 10. Participation in Meetings.  Members of the Board of Directors, or any Committee constituted by the Board, may participate in a Meeting of such Board or Committee by means of conference telephone, electronic mail or similar communications equipment through which all persons participating in the Meeting can communicate with each other, and participation in a Meeting pursuant to this Article VI, Section 10, shall constitute presence in person at such Meeting.

Section 11. Action Without Formal Meeting.  Any action required or permitted to be taken at any Meeting of the Board of Directors or of any Committee thereof may be taken without a formal Meeting if, prior to such action, written consent thereto is signed by all Members of the Board of Directors or of such Committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or Committee.

Section 12. Executive Committee.  In furtherance and not in limitation of the powers conferred hereby, the Board of Directors may establish an Executive Committee composed of such Board Members as the Board, in its discretion, may deem appropriate.  Such Executive Committee shall have authority to exercise all the powers of the Board which may be lawfully delegated and not inconsistent with these By-Laws, at any time and when the Board is not in session.  The provisions of this Article VI pertaining to the governance and operation of the Board of Directors shall likewise apply to the governance and operation of any Executive Committee.  

Section 13.  Nominating Committee.  The Nominating committee is responsible for preparing the annual slate of candidates for election as officers and directors of the Board of Directors.  The Nominating Committee will be comprised of the following members:  Immediate Past President, President-Elect, three state Directors and the Director at Large. 

 

ARTICLE VII
OFFICERS

 

Section 1. Selection.

(a)  Officers of the Corporation shall be selected in the manner and for the terms hereinafter provided.  Other Officers may be appointed at any time and from time to time pursuant to Article VII, Section 1(c) hereof.

(b)  The Active Members at each Annual Meeting of Members shall elect the following Officers: a President, a President-Elect, a Vice President, a Secretary and a Treasurer.  Each such Officer shall hold office until the Annual Meeting of Members held next and until a successor has been elected or appointed and has qualified, or until their earlier resignation, removal from office, or death.  

(c)  The Board of Directors at any time and from time to time may appoint such other Officers as it shall deem required or desirable for the benefit of the Corporation, which Officers shall hold their offices for such terms as shall be determined by the Board.  Such Officers shall exercise such powers and perform such duties as are specified by these By-Laws, or as shall be determined from time to time by the Board.

Section 2. Qualifications; TenureOfficers must be selected from the Corporation’s Active Members in good standing.  Each Officer shall hold office for the term for which elected or appointed, and until a successor has been elected or appointed, and has qualified, or until their earlier resignation, removal from office or death.

Section 3. Removal of Officers; Vacancies.  

(a)  Any Officer may be removed from office by the affirmative vote of a two-thirds (2/3) majority of the Board of Directors whenever, in their judgment, the best interests of the Corporation will be served thereby.

(b)  Any vacancy in any office occurring for whatever reason may be filled, for the unexpired portion of the term, by the affirmative vote of a majority of the Board Members then serving.

Section 4. CompensationThe Officers shall receive no compensation for services rendered to the Corporation in their capacities as Officers.

Section 5. PresidentThe President shall, when present, preside at all Meetings of the Members and the Board of Directors, and in general shall perform all duties incident to the Office of the President, together with such other duties as may from time to time be prescribed by the Board of Directors.     

Section 6. President-ElectIn addition to such duties as may from time to time be prescribed by the Board of Directors, in the absence of the President or in the event of the President’s death or inability or refusal to act, the President-Elect 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.

Section 7. Other OfficersThe Vice President, the Secretary, the Treasurer and any other Officers appointed pursuant to Article VII, Section 1(c) hereof shall perform such duties as may from time to time be prescribed by the Board of Directors.

 

ARTICLE VIII
COMMITTEES

 

Section 1. GeneralThe Board of Directors may, from time to time and in its sole discretion, establish such Committees as it deems required or desirable for the benefit of the Corporation.  The Board may establish Committees which are regular or standing in nature and those which are special or finite in their duration, as it may determine appropriate in order to manage the activities and implement the policies of the Corporation.

Section 2. Selection.  The Board of Directors shall have the right and responsibility to appoint the Chairmen of the Committees established hereunder, through such means as it may deem appropriate, including the creation of standing Board policy, the delegation to the President or other party of said duties of appointment, or otherwise.  Unless directed by the Board to the contrary, each Committee Chairman, once appointed, shall select from the Members of the Corporation those persons to serve as Committee Members.

Section 3. Qualifications; TenureCommittee Chairmen  must be selected from the Corporation’s Active Members in good standing.  All Committee Chairmen and Committee Members shall serve at the pleasure of the Board of Directors, and may be removed from their Committee positions, with or without cause, by the affirmative vote of a majority of the Board Members then serving.

Section 4. CompensationCommittee Chairmen and Committee Members shall receive no compensation for services rendered to the Corporation in their capacities as Committee Chairmen and Committee Members.


ARTICLE IX
ADOPTION OF BY-LAWS;
RESTATEMENT AND AMENDMENT OF BY-LAWS

 

These Restated and Amended By-Laws of the Corporation shall initially be approved by its Board of Directors and adopted by the vote of its Members.  Thereafter, the power to alter, amend or repeal the Corporation’s By-Laws, or adopt new By-Laws, shall be vested in the Board of Directors and may be exercised as herein provided.

 

ARTICLE X
FISCAL MANAGEMENT

 

Section 1. Books and RecordsThe Corporation shall keep correct and complete books and records of account and shall keep minutes of the Meetings and proceedings of its Members, Board of Directors and Committees acting at the behest of the Board of Directors.  The Corporation also shall keep a record of the names and addresses of all Members.  All books and records of the Corporation may be inspected by any Member, or such Member’s agent or attorney, for any proper purpose at any reasonable time.

Section 2. Fiscal Year.  The fiscal year of the Corporation shall be the calendar year.    

Section 3. Document ExecutionAny documents of legal or financial import to the Corporation may be executed by such Officers of the Corporation as the Board of Directors may from time to time determine.

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