BY-LAWS

By-Laws of the Tennessee Land Title Association
(Rev. 4/16/2004)

NAME

The name of this Association shall be "Tennessee Land Title Association?.

PURPOSE

The purpose of this Association shall be to promote the general welfare of the land title industry for the protection of the public interest, particularly in the following aspects: to establish a high standard of the individual?s proficiency in professional attainments and the use of efficient equipment for the rendering of a superior service; to cultivate a high spirit of ethics and prescribe a strict code of eligibility to practice the profession; to facilitate efficient and economical production; to encourage a fidelity that will merit the confidence of clients and patrons of the profession; and to attain the same recognition as is enjoyed by other professionals of expert knowledge and skill as is consistent with the protection of the public interest.
 

BY-LAWS OF THE TENNESSEE LAND TITLE ASSOCIATION

ARTICLE 1 : MEMBERSHIP

SECTION 1 : CLASSES OF MEMBERS. 

There shall be three classes of members designated as Active, Associate and Honorary.

SECTION 2 : DEFINITION OF CLASSES OF MEMBERSHIP. 

 (A-1)  ACTIVE MEMBERSHIP.  Any person, law firm or corporation engaged in the business of insuring titles to real property in the State of Tennessee is eligible for Active Membership in the Association if such person, law firm or corporation in a degree sufficient to adequately protect the public served:

(1) is directly and primarily engaged in the business of land title  evidencing as a title insurer or issuing-agent for title insurance;

(2) is licensed by or qualified in the State of Tennessee to engage in such business;

(3) if a title insurer is not engaged in any class of insurance other than title insurance;

(4) shall agree to be covered by the constitution and By-Laws of this association.

(A-2) ASSOCIATE MEMBERSHIP.  (i) Any person, law firm or corporation which is not otherwise qualified to be an active member (ii) counsel for or officers or employees of or principals in major users of the products and services of members of this Association, and attorneys engaged in the active practice of law in the State of Tennessee are eligible for Associate Membership in the Association.

 (A-3) HONORARY MEMBERSHIP.  Those individuals so designated by the Board of Directors for the performance of distinguished and meritorious service to this Association or to the science of land title evidencing shall be Honorary Members.

Section 3 : QUALIFICATIONS FOR THE ELECTION TO MEMBERSHIP

Membership shall be a matter of privilege rather than a matter of right.

(A) An applicant for membership as an ACTIVE or ASSOCIATE member in addition to the requirements of Section 2 of this Article, shall file with this association a written application for membership in the class for which such application is eligible.

(1) Such application shall be accompanied by such application fee, if any, as may be established by the Board of Directors, and shall be accompanied by evidence satisfactory to the Board of Directors of the applicant?s qualifications for membership.

(2) The Executive Director shall promptly give written notice of such application to the members of the Association.

(3) Upon receipt of the application, the Executive Director shall refer such applications, together with all communications relating thereto to the Membership Committee who shall investigate the qualifications of the applicant.

(4) If no written objection from an active member in good standing is received by the Executive Director within (20) days from the mailing of the notice of application for membership, the action of the Board with relation to such application shall be final.  If the Executive Director receives one or more written objections to the action of the Board on said application, the member(s) so objecting shall be given the opportunity to attend the Board meeting at which the application is to be considered to present such objections.  Thereafter, the Board shall take action with respect to the application, and the action of the Board shall be final.

(5) Nomination for the election of any person to HONORARY Membership may be made by an active member in good standing to the Board of Directors, which Board shall take action thereon as it deems proper, and present its recommendations to the active membership at its next annual meeting.  Election shall be by affirmative vote of a majority of active members present and voting.

Section 4  : REPRESENTATION AND VOTING

Active members in good standing in attendance at any meeting or polled on any proposition shall have one vote.
 Each active member shall furnish the name of the person entitled to cast its vote to the Executive Director of the association. No vote may be cast by proxy at any meeting of members.  Associate members and Honorary members, when so permitted by the presiding officer, may attend any meeting of the association and may participate in the deliberations and discussions thereat but shall not have a vote.

 Section 5 : AFFILIATION WITH AMERICAN LAND TITLE ASSOCIATION

This Association shall be an affiliate of American Land Title Association but shall not require, as a condition of membership in this association, that a member be or become a member of the American Land Title Association.

 Section 6 : TERMINATION OF MEMBERSHIP

The membership of any member may be terminated by resignation, suspension or expulsion.

(A) RESIGNATION

A member not in default in payment of dues, and against whom or which no grievance is pending, may file a resignation in writing with the Executive Director or Secretary of the Association and it shall become effective, as of the date of filing, when accepted by the Board of Directors.

Section 7 : REINSTATEMENT

The Board of Directors may in its discretion, by the affirmative vote of a majority of the whole 
Board, reinstate any member who has resigned if written application for reinstatement is filed within one year after the effective date of resignation and requirements of Section 2 of this Article, if applicable, are fulfilled.

 Section 8 : DIVESTMENT OF PROPERTY IN INTEREST

No member shall have or acquire any right, title or interest, either legal or equitable, in or to the assets or property of the Association.  In the event of dissolution any assets of the Association remaining after payment of its obligations shall be distributed to one or more regularly organized charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors.

ARTICLE II : MEMBERSHIP FEES AND DUES

 Section 1 : RESPONSIBILITY FOR PAYMENT

All members (except honorary members) shall pay such annual dues as may be established by the Board of Directors, with a vote of at least 5 Board members to carry. Such dues shall be payable on or before the last day of the second month of the fiscal year.

 Section 2 : DEFAULT IN PAYMENT OF DUES

Any member in default in the payment of dues shall be notified in writing by the Executive Director of the Association who shall have been furnished a list of delinquent members by the Treasurer, that unless such dues are paid by the last day of the third month after delinquency, the membership and all rights in respect thereto of such member shall cease.  The Executive Director?s notice shall be sent within ten days of the time such dues become delinquent.  The Executive Director shall provide the Board of Directors with a list of all delinquencies.  Upon nonpayment of the dues by such member within the time allotted herein the Executive Director shall cause such delinquent member?s name to be stricken from the roll for nonpayment of dues and the Executive Director shall notify the members of the Board of Directors and the terminated member.  PROVIDED, HOWEVER, that the Board of Directors at the written request of said terminated members, and at the Board?s discretion and conveniences, by the affirmative vote of a majority of the total number of the Board of Directors, at a meeting where a quorum is present and conditioned upon compliance with all applicable membership requirements reinstate such member upon payment of all unpaid items.  If not so reinstated, any such former member desiring to become a member of this Association shall be required to proceed in the same manner as any other prospective new member.
 
Section 3 : The Board of Directors shall have the authority to levy special mandatory assessments on each member.  This requires a vote of at least (5) five of the seven Board members.

ARTICLE III : OFFICERS AND DIRECTORS

 Section 1 : OFFICERS

  The officers of this Association shall consist of a President and a President Elect, (each of whom shall be elected at the annual meeting to serve for one year and until their successors have been elected,) and a Secretary, a Treasurer, and such other officers as the Board of Directors shall deem necessary (each of whom shall be appointed annually by the Board of Directors, which shall also prescribe their duties and fix their compensation if any, and their terms of employment).  Any two or more offices may be held by the same individual except that of the offices of President and President Elect may not be combined and the offices of President and Secretary may not be combined. The Secretary and Treasurer need not be members of the Board of Directors.

 Each of the officers named in this Section shall be an active member in good standing, or an officer, partner or employee of a member in good standing.

(A)  PRESIDENT

The  President shall  be  the executive  head of this Association, a member ex-officio of all committees and, except as otherwise herein provided, shall appoint all committees of this Association including the nominating committee, and preside at all meetings of this Association.

(B) PRESIDENT ELECT

The  President  Elect  shall hold  the  office of  President  for  the subsequent year and shall perform the duties of the President in case of his/her absence or inability to act. Should the President resign for any reason or be unable to serve out his or her term of office by reason of death or disability before the term expires, then the President Elect shall succeed to the office of President for the remainder of the unexpired term upon approval of a majority of the Board of Directors.

Further, in such event, a new President Elect shall be appointed by the Board of Directors to fill the vacated position of President Elect.

(C) SECRETARY

The Secretary shall have charge of the Association?s correspondence, keep accurate records of all meetings and perform such other duties as may be necessary for the proper conduct of the business of this Association.  The Executive Director may perform these functions in the absence of the Secretary.

(D) TREASURER

The Treasurer shall collect all monies and duly account for all monies of this Association received and, subject to the control of the Board of Directors, perform  such other financial duties as may be necessary for the proper conduct of the business of the Association.  The Executive Director may perform these functions in the absence of the Treasurer.

The President Elect, the Secretary and the Treasurer of the Association may assume and perform such other duties as are assigned to them by the Board of Directors.

(E)  PAST PRESIDENT

In the event a vacancy occurs in the position of the immediate Past President, then the next preceding Past President shall serve as Past President for the remainder of the term.
 
 Section 2 : BOARD OF DIRECTORS

At all times, the Board of Directors shall consist of the President, President Elect, the immediate Past President and four elected members.  At the next annual meeting of the Association after these By-Laws are adopted, four directors shall be elected, two directors shall be elected for one year each.  Thereafter, two directors shall be elected at each annual meeting for a term of two years.  An elected member of the Board of Directors, who shall have served a full term, shall not be eligible for re-election or appointment to the Board of directors until the annual meeting next following that at which such elected term shall have expired.

 The Board of Directors shall have the care of the welfare of this Association and shall have authority to perform all acts or duties authorized and necessary for its benefit.  It shall transact such business as shall arise between annual meetings.  Special meetings of the Board of Directors may be held by telephone conference.  Special meetings requiring attendance shall be preceded by five days written notice or facsimile machine notice.  The Board of Directors shall keep the membership informed of all decisions which, in the judgement of the Board of Directors, affect policy, and perform such other duties as shall be directed at the annual meeting. It shall have power to fill vacancies for the unexpired term of any officer, other than the President, or any member of the Board of Directors, such appointees to hold office until the end of the next annual meeting and thereafter until their successors have been elected or appointed and have assumed office.  No member of the Board shall be represented by proxy at any of its meetings.  A majority of the Board shall constitute a quorum.  The Board of Directors may, in its discretion, appoint an Executive Committee. Said Executive Committee shall be comprised of President, President Elect, and immediate Past President.  In the event any of these are unable to serve, the Board shall appoint replacements.  The President shall be the Chairman of the Board of Directors and the Executive Committee, if applicable.

 The Board of Directors shall have the authority in its discretion to appoint an Executive Director of the Association to perform such duties as the Board of Directors shall specify and to serve at the pleasure of the Board, and with such compensation as the Board shall from time to time determine.

 The Executive Committee, when and if established by a resolution of the Board of Directors shall be empowered to act for the Board and bind the Association, in any situation or emergency when in the discretion of the Committee, it is impracticable to defer action awaiting the assembly of the Board of Directors, except to approve an application for membership, accept the resignation of a member or approve the expulsion of a member.  It shall report such actions to the Board, in writing, at the next meeting of the Board.  A majority of the Committee shall constitute a quorum.

 REMOVAL  Any elected officer or appointed officer of this Association may be removed by an affirmative vote of two-thirds of the membership whenever in its judgement the best interest of the Association would be served.

Each of the Directors named in this Section shall be an active member in good standing, or an officer, partner or employee of a member in good standing.  A Director may also serve as the Secretary or Treasurer.

 If any officer, board member, or committee member of this Association shall cease to be a member of the Association or cease to be an officer or employee of the member which he/she represented at the time of this election or appointment, his rights to act as such officer, board member, or committee member of the Association shall, by the reason of the fact, terminate.

 Nothing herein contained shall be construed to prevent the reappointment of any such officer, board member or committee member who thereafter affiliates himself with another member of this Association.

ARTICLE IV : MEETING

 Section 1 : ANNUAL MEETING  The Association shall hold an annual meeting at such time and at such place as may be fixed by the Board of Directors of the Association.

 Section 2 : SPECIAL MEETINGS  Special Meetings of the Association may be called at any time by the President, or by a majority of the Board of Directors, or by fifteen (15) active members or a majority of the then active members, whichever number is smaller.

 Section 3 : NOTICE  Written or printed notice of each meeting of the Association, stating the place, date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten days before the date of the meeting, to each active member in good standing, as shown on the records of the Association, or sent by facsimile machine to the last known facsimile machine   number, or  published  in  any  bulletin,  newspaper or newsletter regularly published and distributed by the Association to its members.

 Section 4 : QUORUM At any annual meeting a majority of the active membership registered at the meeting and/or convention shall constitute a quorum at such meeting.  At any special meeting the presence of twenty-five (25) percent of active members shall constitute a quorum, and at such meeting a vote must carry a simple majority to pass.?

 Section 5 : ORDER OF BUSINESS  The subject of business of the Association shall be as follows:
1. Call to order by the presiding officer
2. Roll call and designation of voting representative of active members
3. Reading of minutes of next previous annual meeting and of any meetings of the Board of Directors or of the Association had subsequent  to the last previous annual meeting of the Association
4. Report of the President
5. Report of Treasurer
6. Unfinished business
7. New business
8. Reports of Committees  (The report of the Nominating Committee is recommended as the first committee report)
9. Election of Officers and Directors
10. Adjournment of formal business session
11. An organizational meeting of officers, directors and committee members which shall occur at the pleasure of and at a time selected by the incoming President

ARTICLE V : COMMITTEES

 This Association shall have five (5) standing committees: the By-Laws Committee, the Legislative Committee, the Membership Committee, the Education Committee, and the Public Relations/Convention Committee.  The members of these committees and the duties of each shall be such as determined by the President or as directed by the Board of Directors of the Association.

 All committee appointments made by the President and Board of Directors may be for a period which shall result in staggered terms for all committee members.

 Prior to the Annual Meeting of the Association, the President shall call a meeting of the Nominating Committee.  This Committee shall consist of the President, immediate Past President, and the President Elect.  The Committee, taking into account the recommendations of the Executive Director, shall nominate officers and directors to be voted on by the Active Membership at the next Annual Meeting.

 In addition to the standing committees set out above, other committees may be established by the President and Board of Directors as they deem necessary.

ARTICLE VI : EXCULPATORY PROVISIONS

 Any person who is made a party to a suit, by or in the right of the Association, or made or threatened to be made party to a suit or proceeding, other than by or in right of the Association to procure a judgement in its fact by reason of the fact that said person, his or her testator or intestate, is or was a director or officer of the Association, shall be indemnified and held harmless by the Association from and against all costs and expenses which may be imposed upon or reasonably incurred by said person in connection with or resulting from any claim, action, suit or proceeding, whether civil or criminal, including a suit by or in the right of any other corporation or association of any type or kind, domestic or foreign in which said person may be involved by reason of being or having been a director or officer of the Association, whether or not said person continued to be director or officer at the time such costs or expenses are imposed or incurred.  As used herein, the terms "costs and expenses? shall include, but shall not be limited to counsel fees, amounts of judgements against, and amount paid in settlement by any such person, other than amounts paid or paid to the Association itself, if such director or officer acted in good faith for a purpose which said person reasonably believed to be in the best interest of the Association and, in criminal actions or proceedings, had no reasonable cause to believe that such 
conduct was unlawful. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which such director or officer may otherwise be entitled.

ARTICLE VII : GENERAL PROVISIONS

 Section 1 : FISCAL YEAR  The fiscal year for the Association shall be such period of twelve (12) months as the Board of Directors shall determine.

 Section 2 : RULES OF ORDER  Should any dispute arise as to the conduct of any meeting of the Association or its Board of Directors or its Committees, Robert?s Rules of Order shall govern the conduct of any such meeting.

 Section 3 : ARCHIVES  The Secretary or other such person as the Board of Directors shall designate shall take charge of and be responsible for keeping and maintaining all records of the Association which pertain to its history.  Said person shall inventory, index and arrange such records so as to be accessible to any officer or member of the Association upon a reasonable demand at any time.

 Section 4 : NOTICE    E-mail shall be added as a permissible alternate method of distributing information or giving notice under these by-laws everywhere "written notice", "mailing of notice", or "facsimile" is used herein.

ARTICLE VIII : AMENDMENTS

 The Article of Incorporation or By-Laws of the Association may be amended at any annual meeting of the Association and or any called meeting by a two-thirds majority vote of the active members in good standing in attendance at such meeting provided that all active members in good standing of the Association shall have been advised in writing of the proposed amendment or amendments at least thirty (30) days prior to such meeting.
 Such notice may be given by publication of the notice in any regular publication of the Association or sent by facsimile machine to the last known facsimile machine number, or addressed the active members by depositing such notice in the regular mail at the address last known for such members on the records of the Association.


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