TEXAS LAND TITLE ASSOCIATION
A Texas Non‑Profit Corporation
BYLAWS As amended April 23, 2013
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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.
8. To vigorously represent and defend the interests of the membership before all branches of government, executive, legislative and judicial, by advocating for responsible rules and laws and fair and reasonable rates.
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 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 five classes of members. The designation of such classes shall be active members, associate members, honorary members, individual members and retired 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, Title 11, 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 Title 11 of the Texas Insurance Code.
2. Any corporation that has qualified as a "Title Insurance Company" within the meaning of the Texas Insurance Code, Title 11, 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, Title 11, 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 Title 11 of the Texas Insurance Code.
Section 3: Associate Membership. Any corporation, partnership, or individual
may, subject to the conditions set forth in Section 7 and Section 8 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 7 and Section 8 of
this of this article of these Bylaws, become an individual non-voting member
upon payment of membership dues applicable to such membership.
Section 6: Retired Membership. Any person who is over the age of 60, previously
employed by an active or associate member and retired from the title insurance
industry may become a non-voting retired member upon payment of membership dues
applicable to such membership subject to the conditions set forth in Section 7
and Section 8 of this Article of these Bylaws, A person who is eligible for any
other membership category is not eligible for retired membership.
Section 7: 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 and Chief Executive Officer (CEO). 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 or retired member of the
association shall make application on a form prescribed by the Executive Vice
President and CEO. Such applicant shall also furnish such additional information as may
be requested by the Executive Vice President and CEO in order to enable the Executive
Vice President and CEO to determine the eligibility of the applicant.
Section 8: 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 or retired membership meeting the
requirements for membership in the Association shall, when approved by the
Executive Vice President and CEO, be admitted to membership herein.
Section 9: 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,
individual members and retired members have no voting rights in the Association.
Section 10: 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 11: Resignation. Any member may resign by filing a written resignation
with the Executive Vice President and CEO 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 12: 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, honorary or retired 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 13: Transfer of Membership. Membership in the Association is not
transferable or assignable.
Section 14: 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 and CEO. 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, and the Section Delegate(s) to the Board of Directors of the
Association.
2. The Agent Section Executive Committee shall be composed of a Chair, a Vice
Chair, and the Section Delegate(s) to the Board of Directors of the Association.
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 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
and, such other position as the section’s Bylaws may prescribe, and each of the Nominating Delegates for the Section Nominating Committee. No proxy voting is permitted and a member of the section must be represented in person to cast the member’s vote.
Section 6: Section Nominating Committees.
Section 6:
Section Nominating Committees.
13 1.
Effective
June 1, 20
12
,
E
e
ach Section shall have a Nominating
Committee composed of the
three
most recent TLTA Past President
s
from that
section who
are
still employed by any member of the same section they
represented when elected to serve as TLTA President
and two nominatin
g
delegates appointed by the
ir respective
Section
Nominating Committee Chair
s
.
The most recent Past President
will serve as the Chair of that Section
Nominating Committee.
2.
One
of the appointed
Nominating Delegate
s
to the Underwriter
Section Nominatin
g Committee shall be
elected
appointed
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
appointed
Nominating Delegate
shall be
elected
appointed
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
lev
el 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 le
vel that is less than $75,000,000.00.
3. Nominating Delegates may not be from the same company or family of
companies.
Section 7: Nominations.
1. After their election, the members of each Section Nominating Committee shall
meet as early as practicable 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; and any other
person to be elected 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 Section Chair, Section Vice Chair, and Section
Delegate(s) to the Board of Directors 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. 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, electronic transmittal, 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. Except as provided by and in accordance with
Article Eight, Section 6 of these Bylaws, 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, and subject to the provisions for continued service of Directors set forth in Section 3 of this Article, not more than one person from a single active member may serve on the Board of Directors at one time, with the exception that one, and only one, large underwriter family of active members (as described in Article 5, Section, 6 Paragraph 2) may be represented on the Board of Directors at one time by not more than two persons drawn from a single family of companies (including all entities, any of the underwriters, affiliates or subsidiaries and affiliates within of 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 large underwriter family. 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 and CEO 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, including an Officer who is a Director, misses more than three consecutive called
meetings of the Board of Directors or ceases to be employed in the State of Texas by any member of the same Section for which the Director or Officer was elected to serve, the office of the Director or Officer 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 directorship or office of President or
President-Elect, (1) 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, and (2) the Board of
Directors may seek the advice of the appropriate Section Nominating Committee or the TLTA Nominating Commitee and fill such a vacancy by electing any
eligible person, including the same person who held that office immediately prior to the vacancy. When a vacancy occurs in the office of
President, the Presdient-Elect shall fill the vacancy by succeeding to the office of President. 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 and the current TLTA President. The TLTA Nominating Committee Chair
shall be the most recent TLTA Immediate Past President who is still employed by
any member of the same section they represented when elected to serve as 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 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. 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.
3. Each
Section Nominating Committee shall meet to nominate for its sections a Section Chair,
a Section Vice Chair, the two (2) Section Delegates to the TLTA Board of
Directors and any other
position 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 President-Elect and 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 not eligible to be nominated to serve on the Board of Directors. Vacancies
on the Nominating Committee created by ineligibility will be filled by
appointment from the Executive Committee with input from Section leadership.
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 and CEO 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 CEO 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 and CEO 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 and CEO. In addition to the above elected and
appointed Officers, there is hereby created the Office of the Executive Vice
President and CEO. This office shall be filled by appointment by the President of the
Association, with the advice of the Board of Directors. The term of employment
of the Executive Vice President so appointed shall be fixed by a two-thirds vote
of the Board of Directors. The compensation of the Executive Vice President and CEO so
appointed shall be fixed by a committee composed of the President-Elect,
President and Immediate Past President. The Executive Vice President and CEO of the
Association may also be designated as keeper of the archives. The Executive Vice
President and CEO shall perform such duties and functions as the President and the Board
of Directors may from time to time delegate to said Executive Vice President and CEO
including, but not being limited to, the management and operation of the
principal office of the Association, and the making of all arrangements for
annual and special meetings of the members and the Board of Directors and the
regional meetings of the Association held each year in the various regions of
the State of Texas. The Executive Vice President and CEO is an ex‑officio member of the
Board of Directors and all committees, with no voting rights. The Executive Vice
President and CEO shall serve as Secretary and shall keep the minutes of the meetings of
the members and of the Board of Directors in one or more books provided for that
purpose; see that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law; be custodian of the Association's records
and its Seal and see that said Seal is affixed to all documents, the execution
of which on behalf of the Association under its Seal is required by law; keep
and maintain a register of the post office address, of the address for the
purpose of delivery of notice by mode of electronic transmittal, and of the
address for personal delivery of notice of each member which shall be furnished
to the Executive Vice President and CEO by such member; and in general, perform such
other duties as from time to time may be assigned to the Executive Vice
President and CEO by the President or by the Board of Directors. The President may
remove the Executive Vice President and CEO from office at any time with the approval of
two-thirds of the members of the Board of Directors sitting in regular or
special meeting called for that purpose.
Section 6: Executive Committee. The President, President-Elect, Immediate Past
President and Executive Vice President and CEO as an ex-officio member without voting
rights comprise the Executive Committee. A resolution, passed annually by the
Board of Directors, is required to authorize the Executive Committee to meet and
make decisions on the management of the Association. A unanimous vote of the
voting members of the Executive Committee is required for any Executive
Committee action.
ARTICLE NINE: COMMITTEES
Section 1: Committees. The President may, by appointment, or the Board of
Directors may, by majority affirmative vote, create such committees as the
President or the Board of Directors, respectively, may deem necessary to
effectively carry out the objectives and purposes of the Association. The
President or the Board of Directors, as the case may be, shall set out the
composition, the tenure of office, and the duties of such committees. The
President shall thereupon appoint dues paying members to fill the membership of
all such committees. Any retired member is eligible for appointment to serve on
committees without voting privileges and at the expense of the retired member.
Section 2: Vacancies. The President shall appoint persons who are or who
represent dues paying members of all classes of membership to fill any vacancy,
including, but not limited to, all vacancies created by the expiration of tenure
of office of committee members, which occur on any committee established by
these Bylaws or appointed by the President or by the Board of Directors. No
person who is not, or who does not represent a dues paying member shall be
eligible to serve on a committee; 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 on any one
committee at any one time, except with the approval of the Board of Directors.
Not more than one-third of any committee shall consist of associate members, nor
may an associate member serve as Chair of a committee, unless approved by the
Board of Directors. The President shall also have the authority to remove, for
cause, any member of any committee from membership thereon, subject to the
approval of a majority of the Board of Directors. Vacancies in membership of any
committee shall be filled for the unexpired term as provided in the case of
original appointments or designation pursuant to these Bylaws.
Section 3: Termination of Committees. In the event any committee established
under the terms of these Bylaws shall become unnecessary or ineffective in
carrying out the objectives and purposes of the Association, the Board of
Directors may, by an affirmative majority vote, terminate the existence of such
committee.
Section 4: Committee Chair. One member of each committee shall be designated
Chair by the President of the Association appointing the members thereof and the
member so designated shall preside as Chair at all meetings of said committee.
Section 5: Quorum. Unless otherwise provided by the President in his appointment
of a committee or in the resolution of the Board of Directors designating a
committee or in any subsequent resolution of the Board of Directors, a majority
of the whole committee shall constitute a quorum and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act
of the committee. No proxy voting is allowed. If less than the requisite number
of committee members are present at a meeting, the committee may deliberate,
debate, or discuss and consider the issues before the committee, take advice
from or consult with experts, counsel, or other persons, and receive
subcommittee reports or other relevant information, but may not act, except that
a majority of the committee present at the meeting may adjourn or recess the
meeting from time to time without further notice.
Section 6: Rules. Each committee may adopt rules for its own government not
inconsistent with these Bylaws or with the guidelines adopted by the President
or the Board of Directors, as the case may be, authorizing or appointing such
committee.
Section 7: Meetings. Each committee shall meet from time to time at the call of
the Chair. A meeting may be held by telephone conference, provided that each
member is given notice by personal delivery, by mail, or by other mode of
electronic transmittal of the time when such telephone conference shall be held.
ARTICLE TEN: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1: Contracts. The Board of Directors may authorize any officer or
officers, agent or agents of the Association, in addition to the officers so
authorized by these Bylaws, to enter into any contract or execute and deliver
any instruments in the name of, and on behalf of, the Association; and such
authority may be general or confined to specific instances.
Section 2: Checks, Drafts, Etc. All checks, drafts, or orders for payment of
money, notes or other evidences of indebtedness issued in the name of the
Association shall be signed by such officer(s), or agent(s) of the Association
and in the manner as shall from time to time be determined by resolution of the
Board of Directors. In the absence of such determination by the Board of
Directors, such instruments shall be signed by the President‑Elect and
countersigned by the President or Executive Vice President and CEO.
Section 3: Deposits. All funds of the Association shall be deposited from time
to time to the credit of the Association in such banks, trust companies, or
other depositories as the President‑Elect and Executive Vice President and CEO may
select.
ARTICLE ELEVEN: CERTIFICATES OF MEMBERSHIP
Section 1: Certificates of Membership. The Board of Directors may provide for
the issuance of certificates evidencing membership in the Association which
shall be in such form as may be determined by the Board of Directors.
Section 2: Issuance of Certificate. When a member has been elected to membership and has paid any dues that may then be required, a Certificate of Membership may be issued in his name and delivered to him by the Executive Vice President and CEO, if requested and the Board of Directors shall have provided for the issuance of Certificates of Membership.
ARTICLE TWELVE: BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its members, Board of Directors
and committees having any of the authority of the Board of Directors, and shall
keep at the registered or principal office a record giving the names and
addresses of the members entitled to vote. Any member of the Association, on
written demand, stating the purpose of the demand, may examine and copy, in
person or by agent, accountant, or attorney, for any proper purpose, at any
reasonable time, at the expense of the member, the books and records of the
Association relevant to that purpose.
ARTICLE THIRTEEN: FISCAL AND ELECTORAL YEAR
The fiscal year of the Association shall begin on the first day of July and end
on the last day of June in each year. The officers shall be elected and
installed at the annual meeting of the members and shall assume their office
upon adjournment of the annual meeting of the members of the Association and
serve until their successors are elected and installed.
ARTICLE FOURTEEN: DUES
Section 1: Annual Dues. The Board of Directors may determine from time to time
the amount of annual dues and special assessments payable to
the Association by members of each class.
Section 2: Payment of Association Dues.
1. Dues and assessments shall be payable as determined by the Board of
Directors. Dues of a new active or associate member shall be prorated from the
first day of the month in which such new member is elected to membership, for
the remainder of the fiscal year of the Association.
Dues must be paid for all licensed agent entities and all of the related
affiliated subsidiary, and/or parent companies where there is more than fifty
percent (50%) joint ownership or control and that each underwriter is
responsible for the payment of dues for each/every related, affiliated, direct,
subsidiary, and parent agent/company with more than fifty percent (50%) joint or
common ownership or control by/with the underwriter.
2. Dues of an individual member shall be paid annually in an amount approved by teh Board.
3. Honorary members do not pay dues.
4. A retired member shall make a single, lifetime payment of dues in an amount
approved by the Board.
5. Governmental agencies, while not eligible for membership, may elect to pay a fee equal to the dues required of associate members in order to receive those benefits as may be determined by the Board of Directors such as association communications, listing in the membership directory, or reduced registration fees. Special government rates may also be established for products and services.
Section 3: Notice of Default.
1. An active or associate member's failure to pay dues or any assessment within
sixty (60) days of the due date stated in the dues or assessment statement as
determined by the Board of Directors shall be followed by a Notice of Default to
be promptly mailed, personally delivered, or sent by other mode of electronic
transmittal to said member at the member's address as it appears on the records
of the Association.
2. An individual member's failure to pay dues within thirty
(30) days of the due date stated in the dues or assessment statement as
determined by the Board of Directors shall immediately terminate, without
notification, the individual member's membership in the
association.
Section 4: Non‑payment of Dues or Assessments After Notice of Default. Except as
provided herein, the membership of any active or associate member who is in
default for non-payment of the member's dues or any assessment is terminated
forthwith without further action, subject to the provisions of Article Four,
Section 10 and Section 11 of these Bylaws and payment of all past dues and
assessments, provided, however, that prompt payment of all dues or assessments
in default within thirty (30) days after Notice of Default is mailed, personally
delivered, or sent by other mode of electronic transmittal, will automatically
reinstate the membership of a defaulting member. Notwithstanding any other
provision of these Bylaws, all offices of whatsoever kind held by any person
employed by or representative of any member whose membership is terminated due
to the failure to pay any dues or assessment is automatically vacated without
further notice or action simultaneously with termination of such membership, and
such person shall not be eligible to hold any TLTA office unless such office
appointment is approved by a two-thirds majority vote of the Board of Directors.
ARTICLE FIFTEEN: WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Texas
Non‑Profit Corporation Act of 1959, or as thereafter amended, or under the
provisions of the articles of incorporation or the Bylaws of the Association, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE SIXTEEN: AMENDMENTS TO BYLAWS
Section 1: Amendment of the Bylaws by the Board of Directors. These Bylaws may
be altered, amended, or repealed, and new Bylaws may be adopted by the Board of
Directors unless the members of the Association, in amending, repealing, or
adopting a particular Bylaw expressly provide that the Board of Directors may
not amend or repeal that Bylaw. Any amendment or repeal of these Bylaws or
adoption of new Bylaws by the Board of Directors will be effective only by the
affirmative vote of two-thirds of the Directors present at a meeting at which a
quorum is present. The notice of any meeting at which these Bylaws are altered,
amended, or repealed, or at which new Bylaws are adopted shall include the text
of the proposed Bylaws provisions, or, alternatively, a summary of the substance
of the proposed Bylaws provisions.
Section 2: Amendment of the Bylaws by the Members. When deemed necessary by a
majority of the Board of Directors, amendments to the Bylaws may be submitted to
the membership. The Board of Directors shall direct that the membership be
notified of the amendments and polled. The notification to the members shall be
by personal delivery or by U.S. mail or by other mode of electronic transmittal
to each member at the member's address as it appears on the records of the
Association. Notice to the members under this Article shall be deemed to be
delivered by mail when deposited in the United States mail to the member's
address as it appears on the records of the Association with postage thereon
prepaid. If notice is by a mode of electronic transmittal, it shall be deemed
delivered when transmitted to the member at the member's address as it appears
on the records of the Association. Members must be given at least sixty (60)
days to respond. The Board of Directors shall adopt the amendments if no more
than a one-third negative vote of all active members polled is received.
Section 3: Amendment of the Bylaws in an Emergency. In cases of emergency, the
Bylaws may be amended or altered by an affirmative vote of three-fourths of the
whole Board of Directors.
Section 4: Notification of Amendments to the Bylaws. Within a reasonable time
after adoption, all active members shall be notified of an amendment by personal
delivery of notice, by mail, or by other mode of electronic transmittal.
ARTICLE SEVENTEEN: GENERAL PROVISIONS
Section 1: Robert's Rules of Order. The latest edition of Robert's Rules of
Order as maintained by the Executive Vice President and CEO shall govern the conduct of
any meeting, assembly or conference of the Association, should any dispute arise
as to its conduct.
Section 2: Annual Conference Registration Fee. Members attending the conference
shall pay a registration fee for attendance at any such conference in the amount
to be fixed by the Board of Directors, a total of said fees to be expended at
the discretion of said Board of Directors.
Section 3: Districting the State. This matter shall be studied each year by the
President who shall make recommendations to the Board of Directors at the
President's discretion should circumstances warrant. Any change recommended by
the President shall not become effective unless approved by the Board of
Directors.
Section 4: Audit. As soon as practicable, after the conference each year, the
President-Elect will arrange for an audit of the Association's finances and
methods of accounting. Copies of this audit will be made available to each
member of the Board of Directors as soon as available.
Section 5: Meetings by Telephone Conference or Remote Communications Technology.
Subject to the provisions of these Bylaws and of Texas law for notice of
meetings, members of the Board of Directors or of any committee of the
Association, respectively, may participate in and hold a meeting of the Board of
Directors or committee, respectively, by means of (1) conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other; or (2) another suitable electronic communications
system, including videoconferencing technology or the Internet, only if (a) each
member entitled to participate in the meeting consents to the meeting being held
by means of that system; and (b) the system provides access to the meeting in a
manner or using a method by which each member participating in the meeting can
communicate concurrently with each other participant. Participation in a meeting
pursuant to this Section of this Article of these Bylaws shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
Section 6: Liability of Directors. To the fullest extent now or hereafter
permitted by law, no Director of TLTA shall be liable to TLTA or to its members
for monetary damages for any act or omission in the Director's capacity as a
Director, except liability of a Director, to the extent the Director is found
liable, for (1) a breach of the Director's duty of loyalty to TLTA or its
members, (2) an act or omission not in good faith that constitutes a breach of
duty of the Director to TLTA or that involves intentional misconduct or a
knowing violation of the law, (3) a transaction from which a Director received
an improper benefit, whether or not the benefit resulted from an action taken
within the scope of the Director's office, or (4) an act or omission for which
the liability of the Director is expressly required by statute. It is the
express intention of this Section of this Article of these Bylaws that a
Director who is also an elected officer by reason of the Director's position as
a Director, shall be entitled to the benefits of this Section of this Article of
these Bylaws in the Director's capacity both as a Director and as an elected
officer and that an act or an omission “not in good faith” is one that is in bad
faith, fraudulent or committed for personal gain. If the Texas statutory law
hereafter is amended to further eliminate or limit the liability of a person,
then the person, in addition to the circumstances in which the person is not
personally liable as set forth in the preceding provisions of this Section of
this Article of these Bylaws, shall not be liable to the fullest extent
permitted by the amended Texas statutory law. Any repeal or modification of the
foregoing paragraph by the members of TLTA shall not adversely affect any right
or protection of a person existing at the time of such repeal or modification.
Section 7: Indemnification.
1. TLTA may indemnify a Director, officer, committee member, employee, or agent
of TLTA who was, is, or may be named defendant or respondent in any proceeding
as a result of his or her actions or omissions within the scope of his or her
official capacity in TLTA. For the purposes of this Section of this Article, an
agent includes one who is or was serving at TLTA's request as a director,
officer, partner, venturer, proprietor, trustee, partnership, joint venture,
sole proprietorship, trust, employee-benefit plan, or other enterprise.
2. TLTA will indemnify a person named in paragraph 1. of this Section of this
Article only if the person acted in good faith and reasonably believed that the
person's conduct was in TLTA's best interests. In case of a criminal proceeding,
the person may be indemnified only if the person had no reasonable cause to
believe that the conduct was unlawful. TLTA will not indemnify a person who is
found liable to TLTA or is found liable to another on the basis of improperly
receiving a personal benefit. A person is conclusively considered to have been
found liable in relation to any claim, issue, or matter if the person has been
adjudged liable by a court of competent jurisdiction and all appeals have been
exhausted. Termination of a proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent does not
necessarily preclude indemnification by TLTA. If the Texas statutory law is
hereafter amended to permit TLTA to further indemnify or to provide greater
indemnification to a person named in paragraph 1. of this Section of this
Article, then TLTA may indemnity the person to the fullest extent permitted by
the amended Texas statutory law.
3. TLTA may pay or reimburse expenses incurred by a Director, officer, committee
member, employee, or agent of TLTA in connection with the person's appearance as
a witness or other participation in a proceeding involving or affecting TLTA
when the person is not a named defendant or respondent in the proceeding.
4. In addition to the situations otherwise described in this Section of this
Article of these Bylaws, TLTA may indemnify a Director, officer, committee
member, employee, or agent of TLTA to the extent permitted by law. However, TLTA
will not indemnify any person in any situation in which indemnification is
prohibited by paragraph 2. of this Section of this Article of these Bylaws.
5. TLTA may advance expenses incurred or to be incurred in the defense of a
proceeding to a person who might eventually be entitled to indemnification, even
though there has been no final disposition of the proceeding. Advancement of
expenses may occur only when the procedural conditions specified in paragraph
7(c), below, have been satisfied. Furthermore, TLTA will never advance expenses
to a person before final disposition of a proceeding if the person is a named
defendant or respondent in a proceeding brought by TLTA or if the person is
alleged to have improperly received a personal benefit or committed other
willful or intentional misconduct.
6. The indemnity permitted under these Bylaws includes indemnity against
judgments, penalties, (including excise and similar taxes), fines, settlements,
and reasonable expenses (including reasonable attorneys' fees) actually incurred
in connection with the proceeding. If the proceeding was brought by or on behalf
of TLTA, the indemnification is limited to reasonable expenses actually incurred
by the person in connection with the proceeding. If the person is found liable
to TLTA, or is found liable on the basis that a personal benefit was improperly
received by the person and the person is found liable for willful or intentional
misconduct, TLTA will not indemnify the person.
7. The following procedures apply to indemnification payments:
(a) Before TLTA may pay any indemnification expenses (including reasonable
attorney's fees), TLTA must specifically determine that indemnification is
permissible, authorize indemnification, and determine that expenses to be
reimbursed are reasonable, except as provided in subparagraph (c), below. TLTA
may make these determinations and decisions by any one of the following
procedures:
(1) Majority vote of a quorum of the Board of Directors consisting of Directors
who, at the time of the vote, are not named defendants or respondents in the
proceeding.
(2) If such a quorum cannot be obtained, by a majority vote of a committee of
the Board, designated to act in the matter by a majority vote of all Directors,
consisting solely of two or more Directors who at the time of the vote are not
named defendants or respondents in the proceeding.
(3) Determination by special legal counsel selected by the Board by the same
vote as provided in subparagraphs (1) or (2), above, or if such a quorum cannot
be obtained and such a committee cannot be established, by a majority vote of
all Directors.
(4) Majority vote of the members present, excluding Directors or other members
who are named defendants or respondents in the proceeding.
(b) If special legal counsel determines that indemnification is permissible,
authorization of indemnification and determination of reasonableness of expenses
will be made as specified by subparagraph (a)(3), above, governing selection of
special legal counsel. This Section of this Article of these Bylaws, or a
resolution of members or of the Board that requires the indemnification under
paragraph 2., above, constitutes sufficient authorization of indemnification
even though this Section or the resolution may not have been adopted or
authorized in the same manner as the determination that indemnification is
permissible under subparagraph (a), above.
(c) TLTA will advance expenses before final disposition of a proceeding only
after a determination that the facts then known would not preclude
indemnification. The determination that the facts then known to those making the
determination would not preclude indemnification and authorization of payment
will be made in the same manner as a determination that indemnification is
permissible under subparagraph (a), above. In addition to this determination,
TLTA may advance expenses only after it receives a written affirmation and
undertaking from the person to receive the advance. The person's written
affirmation will state that the person has met the standard of conduct necessary
for indemnification under this Section of this Article of these Bylaws. The
written undertaking will provide for repayment of the amounts advanced by TLTA
if it is ultimately determined that the person has not met the requirements for
indemnification. The undertaking will be an unlimited general obligation of the
person, but it need not be secured and may be accepted without reference to
financial ability to repay.
(d) Any indemnification or advance of expenses will be reported in writing to
TLTA's members. The report will be made with or before the notice or waiver of
notice of the next membership meeting, or with or before the next submission to
members of a consent to action without a meeting. In any case, the report will
be sent by personal delivery, by mail, or by other mode of electronic
transmittal within the twelve (12) month period immediately following the date
of the indemnification or advance.
(4) Majority vote of the members present, excluding Directors or other members who are named defendants or respondents in the proceeding.
(b) If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(3), above, governing selection of special legal counsel. This Section of this Article of these Bylaws, or a resolution of members or of the Board that requires the indemnification under paragraph 2., above, constitutes sufficient authorization of indemnification even though this Section or the resolution may not have been adopted or authorized in the same manner as the determination that indemnification is permissible under subparagraph (a), above.
(c) TLTA will advance expenses before final disposition of a proceeding only after a determination that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible under subparagraph (a), above. In addition to this determination, TLTA may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance. The person's written affirmation will state that the person has met the standard of conduct necessary for indemnification under this Section of this Article of these Bylaws. The written undertaking will provide for repayment of the amounts advanced by TLTA if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.
(d) Any indemnification or advance of expenses will be reported in writing to TLTA's members. The report will be made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of a consent to action without a meeting. In any case, the report will be sent by personal delivery, by mail, or by other mode of electronic transmittal within the twelve (12) month period immediately following the date of the indemnification or advance.
