Bylaws

TEXAS LAND TITLE ASSOCIATION
A Texas Non‑Profit Corporation
BYLAWS
As amended June 5, 2004

ARTICLE ONE:  NAME, OBJECTS, AND PURPOSES

Section 1: Name.  The name of the Association shall be “TEXAS LAND TITLE ASSOCIATION.”

Section 2: Objects and Purposes.  The objects and purposes of the Association are these:

1.         To promote the general welfare of the abstract and title insurance industry.

2.         To promote the safe and efficient transfer of ownership of, and interests in, real property within the free enterprise system.

3.         To provide information and education to consumers; to those who regulate, supervise, or  enact legislation affecting the land title industry; and to its members.

4.         To maintain liaison with users of the products and services provided by its members, and also with government.

5.         To create unity within the membership sufficient in strength and purpose to meet any challenge which, without strength in numbers, positive action would not be possible.

6.         To fairly represent all interests of the membership without bias or prejudice to personal or group interest and to achieve continuity of purpose in the highest standards of our industry and its obligations to the public.

7.         To remain alert, organized and responsive to the problems of the membership in order to effectively respond to the issues as they develop.

ARTICLE TWO:  EMBLEM AND USAGE

Section 1: Emblem of the Association  The emblem of the Association shall be as described, from time to time, by the Board of Directors. 

Section 2: Use and Display of the Emblem.  The emblem of the Association when used or displayed in advertising, on stationery, or in any member's place of business must be accompanied by and used together with the words “Member of the TEXAS LAND TITLE ASSOCIATION.”  The emblem of the Association shall be used or displayed only by active members of the Association in good standing. 

ARTICLE THREE:  OFFICES

Section 1: Principal Office.  The principal office of the Association in the State of Texas shall be located in the City of Austin, County of Travis, unless otherwise changed by a majority vote of the Board of Directors, who may also establish other offices within the State of Texas as they may determine to be advisable from time to time.

Section 2: Registered Office.  The Association shall have, and continuously maintain in the State of Texas, a registered office, and a registered agent whose office is identical with such registered office, all as required by the Texas Non-Profit Corporation Act.  The registered office may be, but need not be, identical with the principal office of the Association.  The address of the registered office, as well as the registered agent, may be changed from time to time at the discretion of the Board of Directors.

ARTICLE FOUR:  MEMBERSHIP

Section 1: Classes of Membership.  The Association shall have four classes of members.  The designation of such classes shall be active members, associate members, honorary members, and individual members and the qualification and right of each of said classes shall be as hereinafter set forth in these Bylaws.

Section 2:  Active Membership.  Active members of the Association must meet either of the following standards for admission as such, to wit:

1.         Any corporation, partnership, association or individual owning or co‑owning, or leasing or co‑leasing, an abstract plant covering a county in the State of Texas which said plant has qualified under the Texas Insurance Code, Chapter 9, Texas Title Insurance Act as revised in 1967, or as may hereafter be revised or recodified by the Legislature of the State of Texas, and, as a result of so owning or so leasing such abstract plant, such corporation, partnership, association or individual is thereby authorized to do business as a title insurance agent, and who is actually engaged in such business in Texas.  Any co‑owning and co‑leasing as set out above must be in accordance with Procedural Rule P-12 and with Chapter 9 of the Texas Insurance Code.

2.         Any corporation that has qualified as a "Title Insurance Company" within the meaning of the Texas Insurance Code, Chapter 9, Texas Title Insurance Act as revised by the 1967 Legislature, or as may thereafter be revised or recodified by the Legislature of the State of Texas, and, as a result of so qualifying, said corporation is thereby authorized to do business as a "Title Insurance Company,'' and that is actually engaged in such business in the State of Texas.

3.         Any corporation, partnership, association or individual owning or co‑owning, or leasing or co-leasing, an abstract plant covering a county in the State of Texas which could qualify under the Texas Insurance Code, Chapter 9, Texas Title Insurance Act as revised in 1967, or as may thereafter be revised or recodified by the Legislature of the State of Texas, and from which said plant a complete abstract of title may be prepared and, which said corporation, partnership, association or individual is actively engaged in the business of preparing abstracts of title affecting lands in the State of Texas.  Any co‑owning and co‑leasing as set out above must be in accordance with Procedural Rule P-12 and with Chapter 9 of the Texas Insurance Code.

Section 3:  Associate Membership.  Any corporation, partnership, or individual may, subject to the conditions set forth in Section 6 and Section 7 of this Article of these Bylaws, become an associate non-voting member of the Association upon payment of membership dues applicable to such membership, provided, however, that an associate member whose profession requires a license to do business in the State of Texas is a licensed member in good standing of that profession.  Associate memberships herein are restricted to those corporations, partnerships, or individuals who are, by their own trade, either real estate brokers, real estate salespersons, mortgage bankers, lending institutions, surveyors, representatives of the savings and loan industry, builders, developers, attorneys, companies or individuals providing services or goods related to the land title industry.  Associate membership shall be limited to those not qualified for active membership.

Section 4:  Honorary Membership for Sustained Meritorious Service.  Any person who as a result of sustained meritorious services rendered over the past years to this profession, having been, nominated by any member of the Association, with such nomination being submitted to the Board of Directors for consideration may, subject to the conditions hereof, become an Honorary Member for Sustained Meritorious Service.  Following such nomination, the nominee must be approved by a majority vote of the Board of Directors for such membership at its next regular meeting, and when so approved, such nominee shall thereupon become an Honorary Member for Sustained Meritorious Service, and shall enjoy the privileges of such membership.

Section 5:  Individual Membership.  Any person who is employed by an active or associate member or by a fee attorney licensed as an escrow officer of an active member may, subject to the conditions set forth in Section 6 and Section 7 of this Article and of these Bylaws, become an individual non-voting member upon payment of membership dues applicable to such membership.

Section 6: Application for Membership.

            1.         Any corporation, partnership, association or individual desiring to become an active or associate member of the Association shall make application on a form prescribed by the Executive Vice President.  Such applicant shall also furnish such additional information as may be requested by the Board of Directors in order to enable it to determine the eligibility of the applicant.  The Board of Directors may refrain from approving any applicant for membership until it has made diligent inquiry and found that such applicant for membership is possessed of the necessary qualifications for membership.

            2.         Any person desiring to become an individual member of the association shall make application on a form prescribed by the Executive Vice President.  Such applicant shall also furnish such additional information as may be requested by the Executive Vice President in order to enable the Executive Vice President to determine the eligibility of the applicant.

Section 7: Eligibility for Membership.

            1.         An applicant for active or associate membership meeting the requirements for membership in the Association shall, when approved by two-thirds vote of the Board of Directors of the Association, be admitted to its appropriate membership herein.

            2.         An applicant for individual membership meeting the requirements for membership in the Association shall, when approved by the Executive Vice President, be admitted to membership herein.

Section 8: Voting Rights.  Each active member of the Association shall have and may cast a vote upon all matters coming before annual or special meetings of the Association.  An active member, having qualifying abstract plants in more than one county, shall be entitled to one vote for each such county in which its membership dues have been paid and in which it is in good standing upon all matters coming before annual or special meetings of the Association.  The proper officer of any represented corporation who is an active member of the Association and who is entitled to a vote or votes may cast the member’s vote or votes at all annual or special meetings.  Associate members, honorary members, and individual members have no voting rights in the Association.

Section 9:  Termination of Membership.

            1.         The Board of Directors, by an affirmative vote of two-thirds of all its members, may terminate the membership of any member who becomes ineligible for any reason whatsoever for membership in the Association, provided, however, the membership of any active member shall terminate without further notice when such member ceases to engage in the abstract business in the State of Texas or ceases to be authorized to engage in the business of title insurance in the State of Texas.  Provided further, in the event an active member is placed in receivership, or if any active or associate member’s certificate of authority or license to do business issued pursuant to the laws of the State of Texas is revoked, the membership of the member shall terminate without further notice.

            2.         The membership of any individual member shall terminate without further notice when such member ceases to be employed by an active or associate member or by a fee attorney licensed as an escrow officer of an active member, respectively.

Section 10:  Resignation.  Any member may resign by filing a written resignation with the Executive Vice President of the Association, but such resignation shall not relieve the member so resigning of the obligation of paying any dues, assessments or other charges theretofore accrued and unpaid.

Section 11:  Reinstatement.

            1.         Subject to such terms and conditions as the Board of Directors may deem appropriate, within six months after the termination of the membership of any active, associate or honorary member of the Association, such former member may, upon written request signed by such former member and filed with the Secretary, petition the Board of Directors for reinstatement of the membership in the Association, and upon an affirmative vote of two-thirds of the members of the Board of Directors, such former member shall be reinstated to membership herein upon payment of any delinquent and current dues.

            2.         Subject to such terms and conditions as the Board of Directors may deem appropriate, after the termination of the membership of any individual member of the Association, such former member may submit a new application for individual membership to the Executive Vice President, and upon approval, such former member shall be reinstated to membership herein upon payment of any delinquent and current dues.

Section  12:  Transfer of Membership.  Membership in the Association is not transferable or assignable.

Section 13:  Divestment of Property Interest.  No member shall have or acquire any right, title or interest, either legal or equitable, in or to the 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 FIVE: ASSOCIATION SECTIONS

Section 1:  Sections and Membership Therein.  The following sections of the Association are hereby established:

1.         Underwriter Section, which shall include all active members that are title insurance companies, affiliated agents, and direct operations.

2.         Agent Section, which shall include independent title agents and abstractors.  An independent title agent is a licensed individual title insurance agent or an entity that is a licensed title insurance agent where less than fifty percent (50%) of the voting stock or ownership of the entity is directly, indirectly, or beneficially owned by an underwriter, an underwriter-affiliated entity, or a holding company that owns or controls an underwriter.

3.         If a licensed agent has controlling ownership of a licensed underwriter, that agent must make an annual election as to whether the agent chooses to participate as a member of the Underwriter or Agent Section.  The agent must confirm the election by submitting written notification to the Executive Vice President.  If no annual election notification is received, the agent will be conclusively presumed to have elected to remain in the same status as shown in the most recently received written confirmation.

Section 2:  Section Powers and Voting. Each section may adopt Bylaws and conduct activities that are not inconsistent or in conflict with the Bylaws of the Association.  Voting on section matters subject to a vote of the membership of a section shall be limited to members of that section.  The Bylaws of each section shall be adopted and may be amended or repealed by the Executive Committee of each section respectively unless (1) the Articles of Incorporation or Bylaws of the Association or Texas law reserves that power exclusively to the members of the section or (2) the members of the section in amending, repealing or adopting a particular Bylaw expressly provide that the Executive Committee of the section may not amend or repeal that Bylaw.  The Bylaws of any section may provide for voting by proxy and prescribe the manner of voting by proxy or otherwise. 

Section 3:  Section Administration.  Administration of each section shall be vested in an Executive Committee composed as follows:

1.         The Underwriter Section Executive Committee shall be composed of a Chair, a Vice Chair, the Section Delegate(s) to the Board of Directors of the Association, plus one member from each member title insurance company not represented by the Chair, Vice Chair or Section Delegate(s) and one member from a direct operation, one member from an affiliated agency, and one at-large member.  Notwithstanding the foregoing, the Chair, Vice Chair and Section Delegate(s) may, at the time of their nomination, delegate to another person from the same member company, the authority to serve as that company’s representative and to vote for that company in lieu of the Chair, Vice Chair or Section Delegate(s), respectively, on the Executive Committee.  The at-large member, the affiliated agent member, and the direct operation member may be from any member of the section provided, however, that not more than two persons from the same member company may vote on behalf of that same member company on any matter before, or serve on, the Executive Committee at any one time.

2.         The Agent Section Executive Committee shall be composed of a Chair, a Vice Chair, the Section Delegate(s) to the Board of Directors of the Association, and such number of other members as the members shall elect or as the Bylaws of the section shall prescribe, each of whom shall be an active member from that section or a member or employee of a partnership or other business entity or an officer or employee of a corporation that is an active member from that section.

Section 4:  Section Meetings.

            1.         Each section of the Association shall meet at the annual conference, and may meet at other times upon call of the Section Chair.

            2.         The election of the Executive Committee of each section and of the two (2) Nominating Delegates to each Section Nominating Committee shall be held during the section meeting at the annual conference. 

Section 5:  Section Voting.  Each member of a section is entitled to cast one vote for Section Chair, Section Vice Chair, each of the Section Delegate(s) to the Board of Directors of the Association, such other members of the Section Executive Committee as the section’s Bylaws may prescribe, and each of the two (2) Nominating Delegates for the Section Nominating Committee.  Each member of the Underwriter Section shall also be entitled to cast one vote for the Section Executive Committee member from a direct operation, the member from an affiliated agency, and the at-large member.  No proxy voting is permitted and a member of the section must be represented in person to cast the member’s vote.  The Section Vice Chair may be elected by the members of that section to serve as one of that section’s Section Delegates to the TLTA Board of Directors.

Section 6:  Section Nominating Committees.

            1.         Each Section shall have a Nominating Committee composed of the Section Chair, the Section Vice Chair,  two (2) Nominating Delegates elected by the Section, and the most recent TLTA Past President from that section who is still employed by a member of that section. 

            2.         One Nominating Delegate to the Underwriter Section Nominating Committee shall be elected from those underwriters which report, or which are from a family of underwriters which includes one or more underwriters reporting, the larger level of gross premium revenues.  The other Nominating Delegate shall be elected from those underwriters which report the smaller level of gross premium revenues and which are not from a family of underwriters that includes any underwriter reporting the larger level of gross premium revenues.  The larger level of gross premium revenues as reported on the most recently available TDI statistical report is a level that is $75,000,000.00 or more.  The smaller level of gross premium revenues as reported on the most recently available TDI statistical report is a level that is less than $75,000,000.00.

Section 7:  Nominations.

            1.         After their election, the members of each Section Nominating Committee shall meet as before the next annual conference as prescribed in Article Seven, Section 10, Paragraphs 2 and 3 of these Bylaws to nominate the following persons to serve during the next year:  the Section Chair; the Section Vice Chair; the two (2) Section Delegate(s) to the Board of Directors; the two (2) Nominating Delegates to the Section Nominating Committee; and any other person to be elected to the respective Section Executive Committees as each section’s Bylaws may prescribe.  The Section Vice Chair may be nominated to serve as one of that section’s Section Delegates to the TLTA Board of Directors.  Nominations shall be made in the manner prescribed in Article Seven, Section 10 of these Bylaws.  The members of each section must be notified by personal delivery, by mail, or by other mode of electronic transmittal at least thirty (30) days prior to the first day of the upcoming annual conference of all proposed nominees nominated by the respective section Nominating Committees and of the opportunity for members to make nominations other than those made by the Section Nominating Committees.

            2.         Other nominations for Executive Committee members of each section and for the two (2) Nominating Delegates to the Nominating Committee of each section, may be made by members of the section as to those positions in their section only.  The other nominations for Section Chair, Section Vice Chair, and Section Delegate(s) to the Board of Directors must be in writing and signed by at least four (4) section members from different member companies and received by the Executive Vice President at least fourteen (14) days prior to the first day of the upcoming annual conference.  Other nominations for the two (2) Nominating Delegates to the Section Nominating Committee may be made by any member of the section but must be in writing, signed by the member and received by the Executive Vice President at least fourteen (14) days prior to the first day of the upcoming annual conference.  The members of each section, respectively, must be notified by personal delivery, by mail, or by other mode of electronic transmittal of all of the other nominations at least seven (7) days prior to the first day of the upcoming annual conference.

Section 8: Section Chair and Vice Chair.  The Chair and Vice Chair of each section shall serve a term of one year, but may be re-nominated for additional one year terms provided that no more than two terms as Chair or two terms as Vice Chair, respectively, shall be consecutive.  Service as Chair or Vice Chair of the section prior to June 6, 2004 shall not be considered to disqualify any person from serving as Chair or Vice Chair, respectively, on or after that date.  The Chair and Vice Chair of a section serving during the same term shall not be from the same company or entity nor from the same family of companies or entities.

ARTICLE SIX:  MEETING OF MEMBERS

Section 1:  Annual Meeting.  An annual meeting of the members of the Association shall be held at such time and at such place as the Board of Directors shall determine.

Section 2:  Special Meeting.  Special meetings of the members of the Association may be called by the President, a majority of the Board of Directors, or by written petition of not less than one-tenth (1/10) of the active members in good standing of this Association.  The person or persons calling the special meeting shall designate in writing a place within the State of Texas for holding of such special meeting.  If no designation is made, then the place of such special meeting shall be in the registered offices of the Association in the State of Texas.

Section 3:  Notice of Meeting.  Written or printed notices stating the place, day, and hour of any meeting of members shall be delivered, either personally, by mail, or by facsimile transmission, to each member of the Association, or the section, not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Officer or persons calling the meeting.  In case of a special meeting, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, the notice of the meeting shall be deemed to be delivered to the member at the member’s address as it appears on the records of the Association, when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid.  If by facsimile transmission, notice is deemed to be delivered on successful transmission of the facsimile.  Wherever in these Bylaws the term “mode of electronic transmittal” shall be found, it shall mean electronic mail (e-mail), facsimile transmission, telegram, telex, or cable gram, and any other similar form of electronic communication as may be approved by the Board of Directors.  Except as provided in this paragraph for notice of meetings of members by facsimile transmission, wherever in these Bylaws notice or other communications may be given by a mode of electronic transmittal, the communication shall be deemed delivered when transmitted to the member at the address of the member appropriate for receipt of electronically transmitted communications as that address appears on the records of the Association.

Section 4:  Quorum.  The members present at any annual or special meeting shall constitute a quorum at such meeting; provided, however, at least twenty‑five (25) voting members must be present to constitute a quorum at a meeting of the Association.  No voting by proxy shall be allowed.  If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

ARTICLE SEVEN:  BOARD OF DIRECTORS

Section 1:  General Powers.  The affairs of the Association shall be managed by its Board of Directors, elected from the active members of the Association during the annual meeting or as set out in Section 10 of this Article.

Section 2:  Board of Directors.  The Board of Directors shall be elected at the annual meeting of the members of the Association. Any person who is, or who is an owner or a full-time employee of, an active member shall be eligible to serve as a Director; provided, however, not more than two persons from a single family of companies (including all entities, subsidiaries and affiliates within that single family of companies) may serve, nor may more than one person from a single company or entity serve, on the Board of Directors at one time.  The newly elected Board of Directors shall assume their office upon adjournment of the regular annual meeting and shall serve during its electoral year and consists of President, President-Elect, Immediate Past President, four at-large Directors, the Chair of each Section, and two Delegates from each Section. Two at-large Directors must be from the Agent Section. Two at-large Directors must be from the Underwriter Section. Directors shall hold office until their successors shall have been elected and qualified.  The President-Elect serves as Treasurer.  The Executive Vice President serves as Secretary and is an ex-officio member of the Board of Directors, with no voting rights.

Section 3:  Tenure of Office and Removal Therefrom.  At the annual meeting, the thirteen Director positions shall be filled by election of the members for terms of one electoral year, to serve for such periods or until their respective successors have been elected and qualified.  A director shall be removed, with cause, (1) by a vote of a majority of the members present at any regular or specially called meeting of the members at which a quorum is present, or (2) by a vote of two-thirds of all other members of the Board of Directors excluding the Director who is the subject of the removal vote at any regular or specially called meeting of Directors at which a quorum is present; provided notice of the removal has been given to members pursuant to Section 4 of Article Six or to Directors pursuant to Section 6 of this Article, respectively, of these Bylaws.  If a Director is the President or the President-Elect and (1) ceases to be employed on a full-time basis and principally in the State of Texas, with the active member by whom that Director was employed at the time of the Director’s election, or (2) was an active member at the time of election and thereafter ceases to be an active member, or (3) for any reason including a change in employment, that Director becomes unqualified to serve as a Director pursuant to Section 2 of this Article of these Bylaws, and that Director is not removed, that Director may continue to serve out the term as President or President-Elect, respectively.

Section 4:  Regular Meeting.  A regular annual meeting of the Board of Directors shall be held, without further notice than these Bylaws, immediately following the adjournment of the annual meeting of the members, and at the same place as said annual meeting.  The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for holding of additional regular meetings without other notice than such resolution.

Section 5:  Special Meeting.  Special meetings of the Board of Directors may be called by or at the request of the President, or a majority of the Board of Directors may fix any place within the State of Texas, during regular business hours, as the place and time for holding any special meeting of the Board of Directors called by them.  Should the matter to be considered be of such urgency, or should it be unnecessarily expensive to assemble the Board of Directors, then a meeting of the Board of Directors may be held by telephone conference, provided that each Director is given notice of the time when such telephone conference shall be held.

Section 6:  Notice of Meeting.  Notice of all special meetings of the Board of Directors shall be given at least two (2) days previous thereto by written notice delivered personally or sent by mail or other mode of electronic transmittal to each Director at the Director’s address as shown by the records of the Association.  If such notice be by mail, it shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid.  If notice is given by a mode of electronic transmittal, it shall be deemed delivered when transmitted to each Director at the Director’s address as it appears on the records of the Association.  Directors may waive, in writing, notice of any meeting, and the attendance of a Director at any meeting shall constitute a waiver of notice of such meeting.  Notices of all special meetings shall state the purpose of the meeting and the business to be transacted at the meeting of the Board of Directors.

Section 7:  Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If less than a majority of the Board of Directors are present at a meeting, the members of the Board present may deliberate, debate, or discuss and consider the issues before the Board, take advice from or consult with experts, counsel, or other persons, and receive committee reports or other relevant information, but may not act, except that a majority of the Board of Directors present may adjourn or recess the meeting from time to time without further notice.

Section 8:  Manner of Acting.

            1.         Except where the Bylaws provide for the act of the Directors by a majority vote, the act of a two-thirds majority of the Directors present at a meeting at which a quorum is present shall constitute the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

            2.         Action taken by a mail ballot of the members of the Board of Directors, in which the requisite number of Directors required by law or these Bylaws indicate in writing their agreement, shall constitute a valid action of the Board.  The action of the Board taken by mail ballot shall be reported at the next regular or special Board meeting.

            3.         A Director may vote in person or by proxy executed in writing by the Director giving the proxy and the proxy must be presented to the President or presiding officer by the Director holding the proxy at each meeting in which the Director holding the proxy shall vote the proxy.  A Director may give the Director’s proxy only to another Director of the same association Section as the Director giving the proxy.  A telegram, telex, cablegram, or similar transmission by a Director or a photographic, photostatic, facsimile, e-mail or similar reproduction of a proxy executed in writing by a Director shall be regarded as the proxy of the Director for purposes of this section of this article of these Bylaws.

Section 9:  Vacancies.  If any Director misses more than three consecutive called meetings of the Board of Directors, the office of the Director is automatically vacated without further action.  At the next called meeting of the Board of Directors, the President shall notify the Board of Directors of the vacancy.  Except as provided herein for filling a vacancy regarding the office of President-Elect, any vacancy occurring in the Board of Directors and any vacancy occurring among the Officers of this Association may be filled by a vote of the majority of the remaining members of the Board of Directors.  The Board of Directors may fill a vacancy in the office of any Director by electing any eligible person, including the same person who held that office of Director immediately prior to the vacancy.  When a vacancy occurs in the office of President‑Elect, the TLTA Nominating Committee may submit nominations to the Board of Directors to fill such vacancy as provided in Section 10 of this Article of these Bylaws.  A Director or Officer elected to fill any vacancy shall serve only for the unexpired term of the Director’s or Officer’s predecessor in office.

Section 10:  Nominations.

1.         The TLTA Nominating Committee shall be composed of each Section Nominating Committee (except for the Section Vice Chair) and the current TLTA President.  After their election, the members of the TLTA Nominating Committee shall meet as early as practicable before the next annual conference to nominate the TLTA President-Elect and the four at‑large Directors to serve during the next year.  The office of President-Elect will alternately rotate to a representative of each section.  Two at-large Directors must be from the Agent Section.  Two at-large Directors must be from the Underwriter Section.  Service on the TLTA Board of Directors is limited to three consecutive years unless a person is selected to be TLTA President, President-Elect, or a Section Chairman.  Service on the TLTA Board of Directors is limited to four consecutive years plus any consecutive terms served as TLTA President, President-Elect, or Immediate Past President.  Service on the Board prior to June 6, 2004 shall not be considered to disqualify any person from serving on the Board on or after that date.

2.         Upon meeting, the TLTA Nominating Committee will first nominate the President-Elect.  The TLTA Nominating Committee and each Section Nominating Committee shall meet on the same date and in the same place to make nominations of the persons it is required by these Bylaws to nominate for election to serve on the TLTA Board of Directors during the next year.  If one or more members of the TLTA Nominating Committee is nominated for President-Elect, the member(s) nominated shall be excused from the meeting room and shall not participate in the discussions on nomination(s) for President-Elect preceding the vote of the TLTA Nominating Committee on the nomination(s).  Any person so excused shall be re-admitted to the meeting room for the vote to be taken and shall be entitled to vote on the nomination(s) for President-Elect.

3.         After notification of the actions of the TLTA Nominating Committee, each Section Nominating Committee shall meet immediately to nominate a Section Chair, a Section Vice Chair, the two (2) Section Delegates to the TLTA Board of Directors from each section, respectively, the two (2) Nominating Delegates to the Section Nominating Committee of each section, respectively, and any other members of the respective Section Executive Committee to be elected to serve during the next year as each section’s Bylaws may prescribe.  The Section Vice Chair may be nominated to serve as one of that section’s Section Delegates to the TLTA Board of Directors.  After notification of the actions of each Section Nominating Committee, the TLTA Nominating Committee shall immediately reconvene to nominate the four at-large Directors to be elected to serve during the next year.

4.         Members of the TLTA Nominating Committee and Section Nominating Committees are eligible to be nominated to serve on the Board of Directors.

5.         The members of the Association must be notified by personal delivery, by mail, or by other mode of electronic transmittal of all proposed nominees nominated by the TLTA Nominating Committee and the respective Section Nominating Committees to serve on the TLTA Board of Directors during the next year at least thirty (30) days prior to the first day of the upcoming annual conference.  Other nominations for the new TLTA President-Elect and the four at-large Directors may be made.  The other nominations must be in writing and signed by at least ten (10) active members from ten (10) different companies, and received by the Executive Vice President at least fourteen (14) days prior to the first day of the upcoming annual conference.  The members of the Association must be notified by personal delivery, by mail, or by other mode of electronic transmittal of the other nominations at least seven (7) days prior to the first day of the upcoming annual conference.

6.         The election of the TLTA Board of Directors shall be held at the general session during the annual conference.

7.         In the event a vacancy occurs in the office of President-Elect, the TLTA Nominating Committee shall nominate a successor.  The members of the Association having voting rights must confirm the successor at a meeting of the membership, or the Board of Directors shall fill the vacancy by approving the successor nominated by the TLTA Nominating Committee if the successor is confirmed by the members having voting rights who shall be polled by a mail ballot.  Members must be given sixty (60) days to respond.  The nomination shall be confirmed and the Board of Directors shall fill the vacancy with the nominated successor if no more than a one-third negative vote by mail ballot of all active members is received.

ARTICLE EIGHT: OFFICERS

Section 1:  Officers.  The elected officers of the Association shall be the President, the President‑Elect, and the Immediate Past President.  The appointed officers of the Association shall be the Executive Vice President and any other officers appointed by the President.

Section 2:  President.  The President shall be the principal Executive Officer of the Association and shall in general supervise and control all of the business and affairs of the Association.  The President shall preside at all meetings of the members and shall act as Chair of the Board of Directors.  The President may create offices and fill them by appointment with the approval of the Broad of Directors.  Any officer appointed by the President to such an office may be removed, with or without cause, by the President.  The President, with the advice of the Board of Directors, shall name all committee members who, unless otherwise provided for in these Bylaws, shall serve until their successors are named and designated.  The President may designate from time to time such other committees as the President may require for the efficient performance of the President’s duties hereunder.

Section 3:  President-Elect.  The President‑Elect shall act as first assistant to the President of the Association and shall aid the President in the performance of the duties hereunder. The President‑Elect shall be devoted to the task of understanding the operations of the Association and the business of the Association to better understand, upon becoming President of the Association, its functions, purposes, and activities.  Upon the death or resignation of the President, the President-Elect shall succeed with full power to the office of President for the remainder of the term.  In the absence of the President, or in the event of the President's inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting shall have all power of and be subject to all restrictions upon the President.  Subject to section 3 of Article Seven of these Bylaws, the President‑Elect shall succeed to the office of the President of the Association during the electoral year next following the annual meeting when elected to such office; provided, however, in the event the President-Elect succeeds to the office of the President during the elected term as President-Elect, the TLTA Nominating Committee shall nominate a new President to be elected at the next annual conference.  The President-Elect shall serve as Treasurer and shall have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipt for moneys due and payable to the Association from all sources and make deposit of all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be determined by the Board of Directors and in general perform all the duties incident to the Office of Treasurer and such other duties as may from time to time be assigned by the President or by the Board of Directors.  The President-Elect shall have the ability to appoint the Executive Vice President to perform the deposit and receipt of all moneys.  The President-Elect will be responsible for the audit of the Association and has the sole discretion and option to call for an audit.

Section 4: Immediate Past President.  Subject to section 3 of Article Seven of these Bylaws, the President shall succeed to the office of Immediate Past President of the Association during the electoral year next following the annual meeting when elected to such office.  In the absence of the President and the President-Elect or when so delegated by either of them as presiding officer, the Immediate Past President shall preside at a meeting of the Board of Directors.  The Immediate Past President shall be responsible to call the roll of Directors at each meeting of the Board of Directors and for declaring that a quorum is present at each meeting of the members and at each meeting of the Board of Directors.  The Immediate Past President shall represent the Association at the request of the President.

Section 5:  Executive Vice President.  In addition to the above elected and appointed Officers, there is hereby