The following By-Laws were adopted by the Membership of on October 1 2002.
Section 1.
The name of this corporation shall be as follows:
MINNESOTA PROFESSIONAL BAIL ASSOCIATION
Section 2.
The principal office of this corporation shall be located in the City of St Cloud, County of Stearns, State of Minnesota.
Section 3.
Other offices for the transaction of business shall be located at such places that are determined by the Board of Directors.
Section 1. MEMBERSHIP
A. MEMBERS of this Association shall be restricted to those persons who are licensed by the Minnesota Department of Commerce as Professional Bail Bond Agents, Limited Surety Agents, Temporary Bail Agents, Insurance Companies, and/or Managing General Agents with licensed bail agents in the State of Minnesota, and who are approved by the majority of the Board of Directors and the majority of the members present at the general meeting when the prospective member is presented for acceptance.
B. ASSOCIATE MEMBERS of this Association shall be any of the above-referenced individuals, and any other individual who is not eligible for membership under MPBA guidelines but who desire to contribute time and money to the bonding profession. Must be approved by the majority of the Board of Directors, and a majority of the Members present at the meeting.
C. MEMBERS OR ASSOCIATE MEMBERS of the Association must be current in their dues within 365 days of the date of such dues. Failure to maintain current dues for over 30 days will result in an automatic lapse in membership. Reapplication for membership will be necessary when dues lapse.
Section 2. PROCESS FOR ADMITTANCE AND REMOVAL OF MEMBERSHIP
A. APPLICATION
An applicant for membership or associate membership must submit an application, with the appropriate dues attached thereto, to any Officer or other person who is designated by the Board of Directors for approval.
B. DENIAL OF MEMBERSHIP
A person may be denied for membership if the majority of the Board feels that it is in the best interest of the Association to deny such membership. The Minnesota Professional Bail Association does not discriminate against anyone because of age, race, national origin, sexual orientation, gender handicap or religion.
C. TERMINATION OF MEMBERSHIP
The membership of any member who, in the judgment of the Board, engages in activities or conduct which is detrimental to the purposes of the Association or Corporation, or which is unethical or inimical to the best interest of the Corporation, or which violates the Code of Ethics, may be terminated by a majority of the Board. Any Board member that misses three(3) meetings without valid written excuse, shall be terminated. Within ten (10) days, following the date on which the member was notified that his or her membership was terminated, a member may in writing formally request reconsideration of the decision. This request shall include evidence and reasons to support reinstatement of membership. The Board must hold a meeting, with a majority of the Board present, within thirty (30) days of receipt of the written request. The decision of the Board, after considering the request for reinstatement shall be final.
Section 3. ANNUAL MEETING
The annual meeting of the Association shall be held at the principal office of the Association or such other place as may be designated by the Directors, in January and June of each year, unless changed by the By-Laws of the Association. Election of the Directors as prescribed by these By-Laws, shall occur at the Annual Meetings. Notice of such meetings, location, dates, and times shall be given in the Association’s newsletter, website, or by special mailings to the members thirty (30) days prior to the meeting.
Section 4. REGULAR MEETINGS
Regular meetings of the Association shall be held at the principal office of the Association or such other place as may be designated by the Directors. Times and dates of such meetings are agreed upon by the Board. Notice of meetings, locations, dates, and times shall be given in the Association newsletter, website, or by special mailing to each member thirty (30) days prior to the meeting. Section 5. SPECIAL MEETINGS Special meetings of the Association may be called by resolution of the board, or by call signed by a majority of the members of the Association, or by call of the President, for a specific purpose, and notice therefore shall be given at least ten (10) days before the time for holding such meeting.
Section 6. QUORUM
The presence of twenty (20) members or fifty percent (50%) of the membership, whichever is less, shall be necessary to constitute a quorum of the membership at any meeting. In case there be no quorum present on the day for a fixed meeting, the members present may adjourn the meeting from time to time until quorum is obtained, or may adjourn such meeting “sine die.” At any adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the original meeting.
Section 7. VOTING
A. ONLY VOTING MEMBERS whose membership dues are paid in full or the designated person of a member insurance company whose membership dues are paid in full shall be eligible to vote.
B. AN APPLICANT for membership may submit an application and’ appropriate dues prior to any Board, Regular, or Special meeting for approval and immediate voting privileges at the Regular or Special Meetings. An applicant for membership, in order to have voting privileges at the Annual Meeting, must submit application and appropriate fees therefore, prior to December 31 of the previous year that the Annual Meeting is held.
C. ALL MEMBERS, in order to exercise their voting privileges, must be present to vote, and no proxy shall be allowed.
Section 8. MEMBERSHIPS AND VOTING RIGHTS
A. COMPANY MEMBERSHIP
$350/Annually Those who qualify for Company Membership must be a Managing General Agency, licensed with the State of Minnesota and registered with the Secretary of State, with at lease two (2) sub-agents. This will entitle Company to two (2) voted under Article II, of the MPBA By-Laws. You can only be registered under one (1) company name. No matter how many entities or subsidiaries company may have they are limited to two (2) votes. This membership also has the exclusive right to vote for the Board of Directors, and all other voting in regards to the Association.
B. AGENT MEMBERSHIP
$100/Annually Those who qualify under Agent Membership are those individuals who are licensed Bail Agents, registered in the State of Minnesota and are subcontractors with General Bail Agency, who is also a registered agency with the State of Minnesota. Agent members are entitled to one (1) vote which may not be transferred to any individual or Agency, and may vote in regards to matters designated by the Board, to exclude any voting right in reference to the Board of Directors. Agent members may be appointed to committees and tasks by the Board.
C. ASSOCIATE MEMBERSHIP
$50/Annually Those who qualify for Associate Membership are those individuals who are not eligible for membership under MPBA guidelines but who desire to contribute time and money to the bonding profession. An Associate members is non-voting, but may be appointed to committees or tasks by the Board.
Section 9. OFFICERS OF MEETING
The President, if present shall preside at all meetings of members. In the absence of the President, the next officer in due order who may be present shall preside. For the purpose of these By-Laws, the due order of the Officers shall be as follows: President, Executive Vice President, Senior Vice President, Vice President, Secretary, and Treasurer. The Secretary of the Association shall act as Secretary of the meetings and shall keep faithful records of all proceedings of the meetings.
Section 10. DUES
Shall be due on January 1 of each year.
Section 1. NUMBER AND AUTHORITY
A Board of Directors who shall have entire charge of property, interests, business, and transactions of the Association with full power and authority to manage and conduct the same. Business of the Association shall be conducted with the approval of a majority of the Board, unless otherwise specified herein.
Section 2. ANNUAL MEETINGS
The Annual Meeting of the Board of Directors of the Association shall be held at the principal office of the Association, or such other place as may be designated by the Directors, in January and July of each year, unless changed by the By-Laws of the Association. Notice of such meetings, locations, dates, and times shall be given in a Association newsletter, website, or through special mailings to the members thirty (30) days prior to said meeting.
Section 3. REGULAR MEETINGS
The Regular Meetings of the Board of Officers shall be held at the principal office of the Association, or such other place as may be designated by the Association. Notice of such meetings, location, dates, and times, shall be given in the Association newsletter, website, or through special mailings to the members thirty (30) days prior to said meeting.
Section 4. SPECIAL MEETINGS
Special Meetings of the Board of Directors shall be held at the time and place upon the call of the President either oral or written, and notice thereof shall be given at least seventy-two (72) hours before the time for holding such special meeting.
Section 5. EMERGENCY MEETINGS
An Emergency Meeting may be held via telephone conferencing with four (4) hours notice. If there is a consensus with 2/3 majority vote of the Board. Votes shall be confirmed by electronic facsimile, signed by the individual member and received by the Secretary or their designee within four (4) hours of the conference.
Section 6. SALARY
Directors of the Association will receive no salary
Section 7. QUORUM
At any meeting of the Board of Directors, a majority of the members of the Board shall be necessary to constitute a quorum.
Section 8. ELECTION OF DIRECTORS
Those Board Members elected in 2005 and those elected in subsequent years, shall serve a term of three (3) years. Each Board Member shall hold office until their term expires and a successor has been elected. A Director may serve more than one term if reelected. No cumulative voting for more than one Director at a time shall be allowed.
Section 9. QUALIFICATIONS AND NOMINATIONS
A. NOMINATIONS for the position on the Board shall be made by Company Membership as described with having only two (2) votes.
B. QUALIFICATIONS. Once elected, a Board member shall serve his or her term unless a violation has occurred, and by Board recommendation of the 2/3 majority of the vote, a Board member may be released from their office. Board member at said time has the right to appeal decision at a Special Meeting, at which time all rulings are final.
C. NOMINATIONS for the Board of Directors are to submitted to the Secretary thirty (30) days prior to the Annual Meeting. Notice of nominations shall be submitted to Company Membership six (6) months prior to the election.
Section 10. VACANCY IN OFFICE
In the event of death, disability, removal or resignation of one or more of the Board members, the remaining Directors, although less than a quorum, shall make appointments from the members to fill the un-expired term.
Section 11. ABSENCES
Any Board member who fails to attend three (3) meetings of any of the Board meetings, in any calendar year, without a written valid excuse that has been approved by the Board, shall subject to mandatory removal from the Board.
Section 1. OFFICERS DESIGNATED
The Officers of this Association shall be President, Executive Vice President, Senior Vice President, Vice President, Secretary and Treasurer. There shall be no compensation of the Officers except for Association related expenses.
Section 2. ELECTION OF OFFICERS
The election of Officers shall be held in January 2005, and subsequent years after. They shall serve a term of three (3) years, however this does not prohibit an Officer from subsequently being re-elected.
Section 3. QUALIFICATIONS
Beginning at the Annual Meeting in 2005, a Board Member must be in good standing, dues current prior to one (1) year of being nominated and elected as an Officer. Once elected an Officer shall serve his or her term unless a violation occurs, according to Article III, Section 9 of the MPBA By-Laws.
Section 4. DUTIES OF THE PRESIDENT
The President shall preside at all meetings of the membership and shall have general charge and control over the affairs of the Association, subject to the approval of the Board. The President may not make purchases for the amount over One Thousand Dollars ($1,000) without Board approval. The Presidents term shall continue until a new President is elected by the Board and therefore, it is hereby provided that the President shall convene and preside over all meetings until such election of a successor is complete.
Section 5. DUTIES OF THE EXECUTIVE VICE PRESIDENT
The Executive Vice President shall perform the duties of the President in the event of the President’s absence or temporary disability for any cause whatsoever. He or she shall perform such additional duties as may be prescribed by the Board. He or she shall monitor national and state legislative activities that may affect the bail bond profession.
Section 6. DUTIES OF THE SENIOR VICE PRESIDENT
The Senior Vice President shall be responsible for monitoring all State and National legislative activity that may affect the bail bond industry. They shall also be responsible for assisting the Executive Vice President, as well as the President.
Section 7. DUTIES OF THE VICE-PRESIDENT
The Vice President shall promote the Association and assist the President. They shall also be responsible for overseeing the committees throughout the State and shall assist in monitoring the Courts.
Section 8. DUTIES OF ASSISTANT VICE-PRESIDENT
The Assistant Vice President shall assist the Vice-President in their duties, and promote the Association at all times.
Section 9. DUTIES OF THE SECRETARY
The Secretary shall keep a record of the minutes of the proceedings of meetings of members and/or Directors, and shall give notice as required in these By-Laws of all meetings. The Secretary may 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.
Section 10. DUTIES OF THE TREASURER
The Treasurer shall keep accounts of all monies, credits, and property of the Association that come into the Association and keep an accurate record of all monies received and discharged. The Treasurer shall keep appropriate books of accounts and other books showing at all times the amount of funds and other property belonging to the Association. All of which shall be open at all times for the inspection by the Board.
The Treasurer shall submit a detailed written line item financial report of the accounts and financial condition of the Association at each meeting of the Board. The Treasurer shall under the direction of the Board, disburse all monies and sign checks and other instruments drawn on or payable out of the funds of the Association. Checks may be counter signed by the President, Executive Vice President, or such other member that is designated.
The Treasurer shall make such transfers and alterations in the securities of the Association as ordered by the Board. In general. the Treasurer shall perform all the duties that are incident to the Treasurer, subject to directions of the Board, and perform such additional duties as prescribed from time to time by the Board.
The Treasurer shall submit a proposed budget on or before the May Regular Meeting of each year for approval by the Board.
The Association shall purchase Dishonesty Bonds covering all individuals who are signatories on all accounts. The Treasurer will present to the Board an accountant’s review from an outside accountant to be approved by the Board, which shall include a review of all accounts payable, receivable, and all Association accounts.
Section 11. REGIONAL DIRECTOR
A. POSITION
The Regional Director is appointed upon nomination and votes of members within their District, subject to approval by the Board.
B. SUPERVISION
The Regional Director is directly responsible to the President and shall report to the President and the Board.
C. REMOVAL
The Regional Director’s position shall not be terminated, their funds impounded, or their office abolished or moved except upon two-thirds (2/3) vote of the Board and in accordance with the terms of their membership.
D. DUTIES AND AUTHORITY
The Regional Director is responsible to monitor and appoint members within their district to designated committees. Also required on a monthly basis to submit a report of all activity in their district as well as a report of any concerns they or members may have in regards to the bail bond industry.
E. SELECTION AND TERMINATION
The Board of Directors shall recruit, appoint and determine tenure, and have general authority over the Regional Director, and have the authority to terminate the appt of the Regional Director as outlined in the MPBA By-Laws.
