The name of the Association shall be the Marion County Bail Agents Association, Inc. (MCBAA) herein after referred to as the Association.
The principal office of the Association shall be the business address of the sitting President, or as otherwise directed by the Board of Directors.
The purpose of the corporation shall be:
1. To promote and maintain high standards of integrity and competence within the bonding profession, and to encourage ethical conduct among its members, and to promote the welfare of the members and cooperation between them for the betterment of the profession.
2. To safeguard the interest of the general public and those involved in the bonding profession.
3.
To aid in upholding, enforcing and improving the laws and proposed laws
of the State of
4. To organize and promote meetings, seminars and conferences of any relevant nature, including the statutory requirements regarding education of licensing applicants and continuing education of licensed bail agents, in order to maintain a well-informed profession.
5. To effect the correction of injurious, discriminatory, unfair or illegal business methods practiced by or against bail agents.
6. To assume responsibility for leadership and enlightenment of the general public in areas where the bail bonding profession is involved.
7. To publish and distribute periodicals and publications incidental to the fulfillment of the objectives of the corporation.
8. To promote various insurance programs which would benefit those involved in the corporation.
9. To do any and all things that are lawful and appropriate in the furtherance of these purposes, and furtherance of the well being of the corporation and in compliance with the laws of the State of Indiana and the laws of the Unites States of America.
Section 1. MEMBERSHIP TYPES.
The Association recognizes four types of membership: (1) Full members, (2) Life members, (3) Associate Non-voting members, and (4) Honorary members. All members shall adhere to the Association Code of Ethics.
A. Full members are those individuals who qualify under Section 2 of this Article and pay the required dues.
B. Life members are those individuals who qualify under Section 2 of this Article and pay the one-time dues of fifteen times the annual dues in effect at the time the lifetime membership is obtained.
C. Non-voting Associate membership may be held by an employee or agent of a member in good standing or any person or entity that has an interest in the bail profession and pay 40 percent of the full members annual dues. Non-voting Associate members cannot vote or hold office in the Association but are entitled to all other membership benefits.
D. Honorary members: Only the Officers and Directors may confer this class of membership. The one-year membership is limited to those individuals who may have no incentive to obtain membership in any other classification. However, by virtue of their position or accomplishments, it is in the best interest of the Association that the individual receives information regarding the Association including Association newsletters and other items of information regarding the activities of the Association. The Honorary Member shall not vote or hold office.
Section 2. ELIGIBILITY FOR MEMBERSHIP.
Voting membership shall comprise those individuals within the
Section 3. GOOD STANDING.
Members in good standing are those members who have paid their annual membership dues.
Section 4. SUSPENSION AND TERMINATION OF MEMBERSHIP
The membership of any member shall be suspended if that member’s license
is suspended or revoked by the Insurance Commissioner of the State of
The membership of any member shall terminate upon resignation of the member, expiration of the period of membership, or expulsion or suspension of the member by the Board of Directors. Following a determination by the Board of Directors that a member should be suspended or expelled, a notice shall be sent by mail at least fifteen (15) days before the proposed effective date of the suspension or expulsion, which shall set forth the reasons therefore. The member shall be given an opportunity to be heard, either orally or in writing not fewer than five (5) days before the effective date of the proposed suspension or expulsion.
Section 5. ANNUAL DUES
The annual dues shall be as determined by the Board of Directors and ratified by the membership, payable in advance on or before January 1 of each year. Members shall be billed at least 60 days prior to January 1 of each year. Dues are past due if not paid by February 1 of each year. Non-paying members are in arrears after such date, and the Association shall notify them that they are deleted from membership.
Members deleted from membership shall be placed in a pending status with no benefits for a period of two months. If such member tenders their full dues during such period, they shall be reinstated to full membership.
Leadership for the Association shall consist of the following:
Three (3) Officers: President
Vice-President
Secretary/Treasurer
Directors: not less than 3 or more than 11
Includes (1) past President
The Officers and Directors are selected by a simple majority of the members present at the proper annual meeting of the Association by secret written ballot or other such method approved unanimously by the members thereat.
Section 1. Duties: Duties of the Officers are as follows:
(a) President: The President shall preside at all meetings of the Association; shall see that orders and resolution of the Association are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(b) Vice-President: The Vice-President shall act in the place and stead of the President in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Association.
(c) Secretary/Treasurer: The Secretary/Treasurer shall record votes and keep the minutes of all meetings and proceedings of the Association, keep any seal of the Association, and affix it on all papers requiring said seal; serve notice of meetings of the Association; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Association. The Secretary/Treasurer shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as directed by resolution of the membership and/or as directed by the President pursuant to a resolution of the membership; shall co-sign all checks and promissory notes of the Association; keep proper books of account; cause an annual completion of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members. The Secretary/Treasurer shall cause all financial and other reports required by the Federal, State, or local government to be completed and filed in a timely manner.
(d) Standing Committees: The following shall comprise the Standing Committees of the Association:
1. Education and Insurance
2. Legislation and Judicial
3. Law Enforcement
4. Newsletter and Publicity
5. Membership
6. Legal, Parliamentary, and By-Laws
7. Ethics and Grievances
8. Programs
9. Finances
Chairpersons of the committees are appointed by the President and may be comprised of Members, Officers and/or Director(s) in good standing.
(e) Special Committees: The President may appoint Special Committees and chairpersons thereof, as are deemed necessary by the President and or the Members. Special Committees shall consist of Officers, Members and/or Directors as are selected by the President and upon the advice and request of the membership. Special Committee appointments and the life of the Special Committee shall be for the duration of time set forth in the appointment thereof, but in any event, not to extend beyond the end of the fiscal year in which such appointments are made or until such time as they are dissolved.
Section 2. Special Appointments: The President may appoint such other officers as affairs and events may require, each of who shall hold office for such period, have such authority and perform duties as the Board of Directors may, from time to time, determine.
Section 3. Officers and Directors Conduct: No Officer or Director of the Association shall use his or her office to promote their personal business interest.
Section 4. Multiple Seats: No member shall hold more than one office at a time.
Section 1. ANNUAL MEETING.
An annual meeting of the members shall be held in the first quarter of each calendar year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
Section 2. SPECIAL MEETINGS.
Special meetings may be called by the President, the Board of Directors, or not less than two-thirds (2/3) of the members.
Section 3. PLACE OF MEETING.
Meetings of the members shall be held at such place or places as may from time to time be fixed by the Board of Directors.
Section 4. NOTICE OF MEETING.
Written notice of each meeting of members stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally, by first-class mail or telefax to each member, by the secretary not less than seventy two hours (72) and not more than ninety days (90) before the date of such meeting.
Section 5. QUORUM AND TRANSACTING BUSINESS.
The presence of ten percent (10%) of the membership, in person, at any meeting shall constitute a quorum at such meeting. The vote of the majority of members present, in person, shall decide any question brought before such meeting, unless a greater proportion is required by law, or by Articles of Incorporation or by these by-laws. 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.
Section 6. PROXIES.
Every person entitled to vote shall do so only in person, and shall not be permitted to vote by the giving of any proxies or by mail.
Section 7. PLACE OF MEETINGS.
Regular meetings of the Association shall be held at the principal office of the Association when called of each year unless otherwise designated by the Board of Directors. Notice of such meeting shall be published in the Association’s newsletter and all members notified pursuant to Section 4 above.
Section 8. ORDER OF BUSINESS.
Meetings of General Membership. The order of business at each meeting shall follow as closely as possible the following format:
(1) Call to order, immediately followed by items 2 through 14,
(2) Invocation and Pledge,
(3) Reading of the notice of the meeting,
(4) Reading of the minutes of the preceding meeting and action thereon,
(5) Report of the President,
(6) Reports of the Officers,
(7) Committee reports,
(8) Election of officers and directors,
(9) Miscellaneous business placed on the agenda by the Directors,
(10) Unfinished business,
(11) New business,
(12) Announcements, and
(13) Adjournment.
(14) All other presentations shall follow the meeting.
Section 9. No member shall be interrupted while speaking except to call him/her to a point of order; the President shall decide the point of order without debate.
Section 10. If two or more members shall rise to speak at the same time, the President shall decide who is entitled to the floor.
Section 11. A motion shall not be subject to debate until it has been seconded and stated by the President.
Section 12. After having stated the motion, naming the maker and the second, the President shall ask for discussion and if no one rises to speak, he/she shall call the question. After it is put to a vote, no member shall be permitted to speak upon it. The President shall then announce the result of the vote, and the Secretary shall include the name of the maker and the second in the minutes. A division of the house may be called by any voting member.
Section 13.
Any member having made a motion can withdraw it by consent of his/her second, but a motion once debated cannot be withdrawn except by a two-thirds vote of the voting members present.
Section 14. EMERGENCY AGENDA MATTERS.
The Board of Directors may declare any item of business required to be set forth in writing on the agenda of an annual or semi-annual meeting, or any item coming before the Board at a special meeting, an emergency matter. The Board may waive the requirement that such matter be included on the agenda or in the notice of a special meeting. The Board can waive this requirement and declare a matter an emergency by two-thirds vote of the Board of Directors present as long as a quorum is present.
Association Officers and Directors shall serve two (2) year terms of office with a maximum of two (2) consecutive terms. The President and Vice-President shall serve rotating terms. Hence elections for these offices will be held on alternating years thus affording the Association continuity in leadership. The past president shall sit on the Board of Directors and serve a two (2) year term.
Election for Directors will be held every two (2) years.
Article 1. Nomination: Nomination for all officers may be submitted in writing prior to the annual meeting. Nominations may also be made from the floor at the annual meeting. Voting members only may make all such nominations.
Article 2. Election: Voting shall be done by secret, written ballot at the annual meeting unless all members present approve another method. Only those who are currently dues paid members shall be eligible to vote. No proxy voting, designations of votes or absentee votes will be permitted. There shall be only one vote per member.
Article 3. Vacancies: A vacancy in any office may be filled by appointment of the President. Such appointee shall fill that position only until the next regular election.
Article 4. Resignation and Removal: Any Member, Officer or Director may be removed with or without cause by a majority vote of the Officers and Directors. Any Officer or Director may resign at any time by giving written notice to the President or Secretary/Treasurer. Such resignation shall take effect on the date of receipt of such notice or at a later date therein specified. Unless otherwise specified the acceptance of such resignation shall not be necessary to make it effective. Non-excused absences from three meetings of an Officer or Director shall constitute resignation. The Secretary/Treasurer shall notify the absent Officer or Director and replace him or her with an appointment from the President.
Article 5. Leave of Absence: Leave of absence for a sufficient reason such as illness, vacation, or otherwise may be requested by an Officer or Director and shall be approved by the President.
Section 1. GENERAL POWERS.
Subject to the limitation of these by-laws, the Articles of Incorporation, and the laws of Indiana, the affairs of the corporation shall be managed, and all corporate powers shall be exercised by, or under the direction of, a Board of Directors.
Section 2. NUMBER, TENURE, AND QUALIFICATIONS.
The corporation shall have not less than three (3) or more than eleven (11) Directors, who shall be unrelated persons. The exact number within the specified limits shall be fixed by the Members, which shall elect or appoint all Directors. Each Director shall hold office until the next annual meeting of the members, which shall elect all Directors, or until a successor shall have been appointed or elected. The Board may accept a resignation prior to filling that vacancy with a successor. The first Directors shall be those individuals who organized the corporation.
Section 3. REGULAR MEETING.
Regular meetings of the Board shall be held without other notice than these by-laws require at any place designated from time to time by resolution of the Board.
Section 4. SPECIAL MEETINGS.
Special meeting of the Board of Directors may be called by or at the request of the President, the Secretary or a majority of the actual Directors. Unless approved by the President for an alternate location, the place will be the office of the corporation.
Section 5. NOTICE OF SPECIAL MEETINGS.
Notice of any special meeting of the Board shall be given at least seventy-two hours (72) prior thereto either personally, by telephone, telefax or telegram or four (4) days notice by first-class mail. All such notices shall be given or sent to the Director’s address or telephone number as shown on the record of the corporation. The attendance of a Director at any special meeting shall also constitute a waiver of notice of such meeting.
Section 6. QUORUM.
A majority of the Directors holding office at any point in time shall constitute a quorum. The Directors may continue to transact business during a meeting at which a quorum is initially present, notwithstanding the withdrawal of Directors, if any action is approved by at least a majority of the required quorum for that meeting.
Section 7. MANNER OF ACTING.
Action by the Board shall be by a majority of the Directors present at a meeting duly held at which a quorum is present unless a greater number is required by law.
Section 8. ACTION WITHOUT A MEETING.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 9. PARTICIPATION IN MEETINGS BY MEANS OF CONFERENCE TELEPHONE.
Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
Section 10. VACANCIES.
Any vacancy occurring in the Board of Directors and Directorship to be filled by reason of an increase in the number of Directors shall be filled by a majority of the remaining Directors, though less than a quorum, or sole remaining Director. A Director elected to fill a vacancy shall hold office during the unexpired term of his or her predecessor in office and until his successor is elected.
Section 11. EVENTS CAUSING VACANCY.
A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: the death, resignation, or removal of any Director.
Section 12. COMPENSATION.
Directors shall not receive compensation for their services as members of the Board. Nothing herein shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation thereof or from receiving reimbursement for reasonable expenses, as may be fixed or determined by resolution of the Board.
Section 13. NO INTEREST IN ASSETS.
No Director shall possess any property right in or to the property of the corporation.
The books, records and papers of the Association shall, at all times during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office where records are held of the Association, where copies may be purchased at reasonable cost.
These By-Laws may be amended, altered or repealed at a regular or special meeting of the members, by a vote of a two-thirds majority of the members present. Proposed amendments shall be mailed to all members by regular mail at least thirty days (30) prior to the meeting that the proposed amendments will be voted on. An explanation delineating the proposed changes as compared to existing language shall be included in the mailing.
In the case of any conflict between the Articles of Incorporation and the By-Laws, the Articles shall govern.
The fiscal year of the Association shall begin on the first day of June and end on the 31st day of May of every year, except that the first fiscal year shall begin on the date of incorporation.
The Directors, Officers and Members of the Association shall not be held personally liable in the discharge of their official duties except for willful and wanton misconduct. There may be included in the annual budget a sum sufficient to provide insurance from liability in favor of the Members, Directors and Officers as well as public liability and property damage insurance covering all Members, their invitees and guests, with respect to those facilities or areas owned or operated by the Association, if any.
The Association may contribute funds to a Political Action Committee, provided however; such a contribution is not in contradiction to the Articles of Incorporation or any laws or statues governing such practices. No such contributions shall be made unless ratified by a two-thirds (2/3) majority of the Association members.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the By-Laws and any special rules or orders the Association may adopt.
The Association shall endeavor to promote pre-license and continuing education for all licensees. As provided by law and permitted by the Department of Insurance regulations, Association may participate in the development of forums, material and instruction therefore.
All grievances shall be in writing and submitted to any elected Officer or any Director of the Association who shall then give it to the Chairman of the Ethics and Grievance Committee. The Chairman and members will be notified to choose three names from a list of current Board of Directors or members. The Grievance Committee is made up of five people. The fifth person is the President, Vice President or Chairman of the Grievance Committee and shall set the hearing date forthwith. The fifth person will vote only if it is necessary to break a tie.
Upon setting the date of the hearing, all persons required to attend shall be notified in writing. Both parties should be present for the hearing and the decision. If either party is not able to attend, the hearing may be rescheduled at the discretion of the Chairman. If the grievance is against the President, Vice-President or Chairman of the Grievance Committee, they will step down and the fifth person to serve on the committee shall be determined by a vote of those Officers remaining. The Executive Director, if any, of the Association shall not serve on this committee.
The Board of Directors shall adopt a code of ethics and a procedure for handling grievances. These are binding on all members and may provide for expulsion from membership in this Association. Notice of the intent to change the code of ethics shall be mailed to the Association members at least thirty days (30) prior to a regular meeting of the Board of Directors.
These by-laws were unanimously approved by the Board of Directors on _____________ and ratified by the membership on ______________ and become effective on ______________.
_________________________
______________________________
President
Secretary