Magnolia State Bail Agents Association

MSBAA Bylaws

MAGNOLIA STATE BAIL AGENTS ASSOCIATION INC

A Not for Profit Corporation

Bylaws

Article I: The name of this organization shall be Magnolia State Bail Agents Association, Inc. d.b.a. MSBAA

The principal office of the Association and it's location shall be the office of the elected President or as otherwise directed by the Board of Directors.

Article II: The purpose of the Association

To give all Bail Agents a means for education
To provide a voice for the agent with our regulators
To promote legislation favorable to our profession
To provide every agent with a forum to speak and be heard
To monitor issues impacting our profession

Article III: Membership

There are five classes of membership as follows: Article III may not be deleted or altered in any manner.

1. GENERAL Members: Will be bail agents holding licenses issued by the department of insurance in Mississippi and have no other bail-related licenses. The agent shall be active in the writing of bail. They must be current in their dues. General Members will be afforded every advantage of this association including the right to vote on all matters, nominate, hold office, serve as regional directors and serve on or chair any committee to which they may be appointed.

2. Industry Associate Members: Shall be the officers, employees or representatives of either insurance companies or their general agents who are members of the Association. Industry associate members may serve on committees when so appointed but may not constitute, a majority on any committee, nor chair any committee. Industry members will not be entitled to vote on any matter before the membership, or nominate.

3. Associate Members: Shall be immediate family members, spouses or employees of members, temporary bail-agent licensees or other interested persons. In no case may an associate member be a licensee who is actively engaged in the business or a person who is eligible for industry associate membership. Associate members may attend all Association meetings and participate in all social functions but may not vote, nominate nor serve on committees.

4. Honorary members: By majority vote of the members, honorary membership may be awarded to anyone who has provided great service to the industry. Honorary members will have the same benefits as Associate Members but will never be assessed a membership fee.

5. Insurance Companies: Insurance Companies may hold membership in the Association, but will not have the right to vote, hold office, or sit on committees.

All members who join in 2008 shall be known as "Founding Members." During 2008 a member may join as a "Charter Member", a charter member shall have no additional rights.

Voting Rights: Only General Members who are current with Association dues, retain full voting privileges on matters presented to the general membership or committees on which they serve.

Article IV: Officers Designated

· President

· Vice President

· Secretary

· Treasurer

· Sergeant of Arms

The election of officers, shall be held prior to the election of the Directors, by the members currently eligible to vote, and in attendance as certified by the Treasurer.

The officers shall be elected annually by a majority vote of eligible Association members and shall hold office for the term of one (1) year and until respective successors are duly elected and qualified. The term of President shall be limited to two (2) successive terms.

There shall be no compensation of the officers or directors except for Association related expenses approved by the board.

Any officer or director may be removed from office for cause by a two thirds vote of the Board of Directors or membership.

A vacancy of officers, or the board, may be filled for the remaining portion of the term, by a majority vote of the board. A vacancy in the presidency shall be filled for the remaining portion of the term by the duly elected Vice President.

The President: Shall serve at the will of the membership, preside over the general meeting, appoint committees and serve as a director-at-large on the board. The President may purchase for the Association any tangible asset having a cost not to exceed five hundred dollars ($500.00). Board approval shall be attained before spending over five hundred dollars ($500.00).

The Vice President: Shall act in the place of the President, during the President's absence, and will promote the Association and assist the President in all matters, when requested by the president to do so. The Vice President will be a director at large on the board.

The Secretary: Shall be charged with the taking of minutes at the general meeting and at the board meeting, with reading the transcribed minutes at the next meeting of the respective bodies and to make corrections as directed. The Secretary will be a director at large. The minutes of all meetings will at all times be the property of the Association. The secretary will submit a copy of all minutes to the President and will retain copies which will be turned over to any new Secretary when one is elected. The Secretary shall have custody and charge of all books, papers, and records of the Association except such as by resolution shall be given to the President of the Association.

The Treasurer: Shall keep all financial records and pay approved obligations incurred by the Association. The Treasurer will provide the membership and the board with justification for all moneys paid out. The Association will provide the Treasurer with computer software with which to keep the Association's financial records. Said software will be at all times the property of the Association and will be surrendered to a new treasurer when one is elected or to the Board of Directors on demand. The Treasurer shall deposit all moneys and valuables in the name of and to the credit of the Association in such banks and depositories as the board shall designate. The Treasurer shall also be responsible for the billing and collection of all dues and assessments and provide the board a list of members eligible to vote, hold office, or have the right to nominate. The Treasurer shall be a director at large.

The Sergeant-at-Arms: Shall be responsible for keeping order, both administrative and otherwise. It will be his/her duty to deal with meeting attendees who may become unruly and he/she shall have the authority to remove such persons from the room if necessary. The board shall furnish the sergeant-at-arms with a copy of Robert's Rules of Order. If a dispute arises as to proper meeting procedures, the sergeant at arms will be the arbiter. The Sergeant at Arms will also be certain there is an American Flag in the meeting room which is to be used for a general meeting or meeting of the board, and will lead the members in the Pledge of Allegiance immediately after each meeting is called to order. If any meeting is temporarily adjourned, there will be no need for a second recitation of the pledge upon reconvening. The Sergeant at Arms will be a director at large.

Article V: Meetings

The meetings of the Association will be held in January, May and September.

The election meeting will be in September.

The May meeting will be the meeting at which nominations are accepted for the next year's officers, regional directors, and directors at large.

All three meetings shall be rotated around the State of Mississippi. The meetings locations, shall be chosen first by the general members. Failure by the general membership to designate a location, the board shall select the location.

The general membership meeting shall be held prior to the board meeting.

Special Meetings:
Emergency meetings may be called by giving ten days notice of the date, time and place to deal with matters of such urgency that they cannot wait until the next general meeting. Said notice must be accompanied with a meeting agenda or other written statement stating the reason for calling the meeting.

Special meetings may be called with 30 days notice as to the time and place and the agenda (if any) from time to time. These meetings may be for purely social activity such as a dance, fish fry, corn boil, or picnic.

Quorum:

The presence of two thirds (2/3) of the officers plus three regular members of the general membership shall be necessary at a regular meeting of the Association to constitute a quorum. The presence of two thirds (2/3) of the officers and directors is required to constitute a quorum for a meeting of the board.

In case a quorum is not present on the day fixed for the meeting, the members present may adjourn from time to time until a quorum is obtained or adjourn and reschedule.

Article VI: The Board of Directors

Will be made up of the Association's executive officers, regional directors, and the directors at large. A total of fifteen, shall sit on the board.

The board shall represent the will of the membership and may act on its own only in situations requiring immediate action.

Each director shall hold office until the following annual election meeting of the Association and their successor is elected by an individual vote, by the eligible members.

The board may, by majority vote, remove a director from office, if such director is no longer eligible to serve or has un-excused absences from two consecutive meetings. The board shall notify such director or officer, and the board shall replace that member by a majority vote of the board.

For sufficient reason, such as illness or vacation, a member may request an excused leave of absence.

The board shall be comprised of the Association's officers, the Immediate past President, seven (7) Regional Directors, and two Directors at Large.

Directors at large: The Directors at Large shall be from any region of the state, however they may not both be from the same region.

Regions

Far North Region: Desoto, Tunica, Marshal, Benton, Tippah, Alcorn, union , Lee, Lafayette (others to be added later)

North Region: (to be determined later)

Central West Region: Warren, Hinds, Rankin, Madison, Yazoo, Sharkey, (others to be added later)

Central East Region: Scott, Newton, Lauderdale (others to be added later)

South West Region: (to be determined later)

South East Region: Pearl River, Stone, George, Greene, Perry, Forest, Lamar (others to be added later)

Coastal South Region: Harrison, Hancock, Jackson

The primary duty of the Regional Directors will be to inform the members of their respective district of any actions being taken by the Association. The Regional Directors shall inform the Association of any concerns from members, or events in his/her district. To furnish articles of interest for the Associations BAIL REPORT regarding events in his/her district, which shall include business matters, as well as special events. (Such as births, deaths, etc. of the members in that district.) The Regional Directors will be nominated and elected by the members from their respective districts.

The Board will elect a Chairperson who will preside over the Board meeting and report to the membership. The Chairman of the Board may be an Executive Officer of the Association. The Chairman will preside over all meetings. In the absence of the Chairperson, the President may preside temporarily.

The Board may initiate matters concerning the Association but must submit their decision to the membership for approval if time permits.

The purpose of this Board of Directors shall at all times be to implement the decisions made by the general membership and may act on it's own only in emergency situations when less than 10 days are available to call a special meeting.

No nomination for the position of a Director of the Association shall be accepted, unless nominated by a current general member of the Association, and such person being nominated has attended at least two (2) of the last three (3) general meetings of the Association. Absence from a general meeting shall not be waived unless a written valid excuse was offered and approval by the board of directors at the following meeting. (This clause will take affect at the January annual meeting in the year 2009.)

If there is no member qualified to hold office in any one of the individual districts, the membership may elect additional directors at large to fill the vacancy. The Board Meeting shall follow the general membership meeting.

Salary: No salary shall be paid to the Officers or Directors of the Association.

Article VII: Committees

The President or Chairman of the Board may appoint committees to take up matters of concern of the membership.

All committees will report their activities to the membership and to the Board.

Standing committees will be Education, Legislation, Publication, County Liaison, Company Liaison, etc. (and whatever else you decide on).

County Liaison: To insure a free flow of information between agents at a grass roots level and the Association, a committee comprised of representatives of each County will meet to discuss issues of mutual concern and to share ideas.

Company Liaison: Recognizing that there are many overlapping concerns that Agents and Companies doing business in the State of Mississippi share, it is important to maintain an ongoing dialogue on how to best promote our mutual interests. To that end, the board has established a committee comprised of representatives of all surety companies active in the State of Mississippi. The board shall appoint a representative to meet with the Company Liaison committee as necessary and report on discussions held, to the Board.

Special committees may be selected from time to time as need arises and will be dissolved when their work is done. Every odd-numbered year, the President shall appoint a committee to recommend changes to Region boundaries, if any are warranted.

Article VIII: Election of the Officers and Board members

Nominations by the general members will be accepted at the meeting previous to the election. A written list of the aforementioned nominees will be furnished to all general members at least 10 days prior to the election meeting. Nominations will also be accepted from the floor at the election meeting prior to the election of each office.

Officers, Directors at Large, and Regional Directors will be elected by majority vote of the general membership. There can be no cumulative voting.

If no nominations are received from a region , the membership may make nominations from the floor for another Director at Large.

Article IX: Parliamentary Authority

Shall be the current edition of Robert's Rules of Order

Article X: Amendment to the Bylaws

These Bylaws may be altered or amended by presenting said amendment or alteration in writing, at any regular meeting, and then read again at the next regular meeting. The first reading shall not be debatable.

The bylaws may be amended by a simple majority vote of the general membership, or a 2/3 majority of those present, if less than the full membership.

Article III and Article XVII may not be altered at any time

At the second regular meeting, amendments to the proposed amendment(s) or alteration(s) may be offered prior to the vote. Upon acceptance of said amendment(s) or alteration(s) by the majority vote of the quorum, said amendment(s) or alteration(s) shall become as though it was a part of these bylaws.

All members will receive a copy of the bylaws, after the member, is approved by the Association. The membership must be provided with the specific proposed changes 30 days prior to the meeting. This notice must be in writing. The notice shall contain the changes in distinctive type.

Article XI Enforcement

These bylaws shall be in full force and binding on all members. The Board shall have the power to take any steps necessary to enforce the provisions of these bylaws.

Article XII Code of Ethics

The members may adopt a Code of Ethics and procedures for handling grievances. These shall be binding on all members and may provide for the expulsion from membership in this Association. Copies of a proposed Code of Ethics or changes therein must be mailed to the members at least thirty (30) days prior to a meeting of the members when such items will be considered.

Article XIII Misconduct

Definition: Any display of misconduct, inappropriate speech or behavior exhibited by a guest or member. By which, any guest or member, is slandered, impugned, maligned in any way. Is characterized on the basis of gender, race, religious preference, nationality or ancestry. Nor will any sexual harassment in the form of unwelcome sexual advances, requests for sexual favors or comments or conduct of a sexual nature be condoned or tolerated by the Bail Agent's Independent Association.

Complaint Procedure: Any guest or member may file a complaint in writing with any Board Member, Officer, or Committee Chairperson, who will note and document the nature of the alleged misconduct and bring it to the President and/or the full Board for action.

Immediate Action: It is the duty of the President, Board member, or Committee Chairperson observing any ongoing misconduct to issue a warning to the party or parties involved to immediately desist the conduct in question. If the behavior is so severe and/or continues to disrupt the good order, the guest or member shall be asked to leave or face removal. The guest or member may seek a vote of the majority present. Failure to comply may result in forcible expulsion by authorities.

Criminal Wrong Doing: Any case of criminal wrong doing, shall be immediately reported to the proper authorities.

Hearing: Any complaint, filed against an Officer or Board Member, shall be heard by the complete Board. All complaints filed against any other member will be heard by a committee of three, comprised of a hearing Chairperson appointed by the President or the Board Chairperson, one member chosen by the complainant and the other chosen by the accused. The hearing will be held in no less than thirty days, unless, the time period is waived by all parties concerned.

Following presentations by the accused and complainant, and a review of all pertinent facts, a report shall be submitted to the Board of Directors, of the Committee's findings for action.

If the Board of Directors finds for the complainant, sanctions may be imposed based on the severity of the offense, ranging from a written reprimand to suspension or permanent expulsion from the Association. Suspension or permanent expulsion shall require the concurrence of 2/3 of the members present.

Emergency Action: To assure the maintenance of good order, expulsion from any meeting for disruptive behavior or misconduct, may be enacted, upon the recommendation of any member in good standing present and the majority vote of the Officers and Directors present at a meeting of the Board, general meeting or committee.

At a general meeting or committee meeting the general members in good standing present, may override by a majority vote.

Grievance Procedure: All grievances shall be in writing and submitted to any Officer or Board Member. The President will appoint a Chairperson, and the parties involved shall each choose a member to hear the matter. A date for the hearing shall be set within 45 days, unless otherwise agreed upon by all parties concerned. All persons required to attend shall be notified in writing.

If the grievance is against the President, the Board shall appoint the Chairperson.

Article XIV Waiver of Notice

Whenever any notice is required to be given to any member of the Board, 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 giving such notice.

Article XV Finances

The Board shall establish a budget and present it to the membership for approval at the Annual Meeting.

Article XVI Dues

General Members: Annual dues are Seventy-Five Dollars ($75.00) per person.

Industry Associate Members: Annual dues shall be Seventy-Five Dollars ($75.00) per person.

Associate Members: Annual dues shall be Sixty Dollars ($60.00 ) per person.

Insurance Companies: Annual dues shall be Fifty Dollars ($50.00 ) per producing agent.

Charter Members: Dues for the first year (2008) shall be ($250.00) Dues for Charter Membership may only be accepted in the first year. (2008) (The Charter Membership clause will be removed from the Bylaws in January 2009.) Charter Members will however, always retain the designation as a Charter Member.

Founding Members: All members, who receive their membership during the first year, shall always retain the title of founding member. Founding memberships shall not be given after the first year.

Article XVII Dissolution of Association

Magnolia State Bail Agents Association, INC. d.b.a. MSBAA, is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to its members and is organized solely for nonprofit purposes. No part of the profits or net income of this corporation shall ever inure to the benefit of any director, officer, or member thereof, or to any individual. Upon dissolution or winding up of the corporation, a prorated portion of its assets attributable to dues and remaining after payment of, or provision of payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which has established its tax exempt status under Section 501(c) of the Internal Revenue Code.

Article XVII may not be altered or deleted.