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BY-LAWS
PROFESSIONAL
CIVIL LAW NOTARY ASSOCIATION
ARTICLE I: NAME
The
name of this organization shall be: The Professional
Civil Law Notaries Association (hereinafter referred
to as the Association).
ARTICLE II: OBJECTIVE
This
organization shall be organized for the public benefit
exclusively for educational, historical, and purposes
determined by the Board of Directors.
ARTICLE III:
MEMBERSHIP
Section 1:
Membership shall consist of active members and allied
members.
Section 2:
Active members shall be limited to Notaries
commissioned in the state of Louisiana, whose
applications are accepted without objection from the
Board of Directors. (Ex-officio notaries shall be
eligible for membership).
Section 3:
Allied membership shall be limited to persons or
companies who are interested in the office of Notary
Public. Allied membership shall be by invitation of
the Association. Allied members may have limited
rights and privileges of the Association but may not
hold elective office, may not serve as a delegate or
alternate to meetings, and shall have no vote.
Section 4:
Any
member of the Board shall agree to a non-compete
agreement with PCLNA while serving on the Board and
for 2 years after leaving office.
ARTICLE IV: DUES
Section 1:
Annual Dues shall be set by the Board of Directors.
Section 2:
Dues
shall be payable to the treasurer on or before January
1….Members whose dues are not paid by March 31, shall
be automatically dropped from membership in the
Association and must reapply for membership.
Section 3:
A
member may resign by written resignation to the
Association provided dues have been paid.
Section 4:
Reinstatement to active membership shall be by consent
of the Board of Directors.
ARTICLE V: OFFICERS &
DIRECTORS
Section 1:
There shall be five Directors of this Association who
shall be elected by the membership to serve on the
Board of Directors. Officers shall include a
President, Vice President, Secretary, and Treasurer,
and shall be elected by the Board of Directors from
within its membership. A Parliamentarian may be
appointed by the President.
Section 2:
A
Nominating Committee of three (3) members shall be
appointed by the Board of Directors. It shall be the
duty of the Nominating Committee to present the
nominees for the Board of Directors to the membership
by postal or electronic mailing notice of nominees to
the members at least two weeks before the annual
meeting in April at which time additional nominations
may be made from the floor. Election of Directors
shall be held at the Annual meeting in April. Voting
shall be by ballot. Members may vote for directors by
mail. The Five nominees receiving the largest number
of votes shall be elected as Directors. In the event
of a tie requiring additional balloting, votes shall
be cast by those members present.
Section 3:
The
term of office for each Director shall be for one year
or until successors are selected and assume office.
Officers and Directors will assume their duties at the
close of business of the Annual meeting at which they
are elected.
Section 4:
In
the event of a vacancy occurring in the office of the
President, the Vice President automatically becomes
President for the unexpired term. A vacancy in any
other office shall be filled by the Board of Directors
at the first regular meeting of the Directors after
the vacancy occurs.
Section 5:
There shall /may (at the choosing of the membership)
be the position of Executive Director and that Jim H.
Estes be appointed to that position for life or until
his resignation and that any subsequent Executive
Directors shall be selected by the membership from
past or present members of the Board of Directors of
the Association."
ARTICLE VI: DUTIES OF
OFFICERS & DIRECTORS
Section 1:
The
officers and directors shall perform duties prescribed
by these by-laws and the parliamentary authority
adopted by the Association.
Section 2:
The
President shall preside at all meetings; may appoint a
parliamentarian; may appoint all standing and special
committees except the nominating committee; and may
countersign checks.
Section 3:
The
Vice President shall serve as the assistant to the
President. In the absence of the President, the Vice
President shall perform those duties. The Vice
President may countersign checks.
Section 4:
The
Secretary shall record the proceedings of the
Association meetings; send the President a copy of the
minutes; write letters as requested by the President;
be responsible for keeping the membership roll
alphabetically. The Secretary may countersign checks.
Section 5:
The
Treasurer shall have custody of all funds and shall
disburse such funds as authorized by the Board of
Directors; with checks being signed by the Treasurer
and one officer so authorized to sign checks; keep an
itemized account of all funds audited annually by the
finance committee, present a monthly itemized report
to the Board; and an annual report to the
Association. The Treasurer shall maintain a current
list of all Active and Allied members.
Section 6:
The duties of the Executive Director shall include but
not be limited to the following: He/she shall
represent the Association as an official spokesperson
in meetings with the community, and with governmental
and political entities. He/she shall be a non-voting
member of any committee. Further responsibilities and
duties may be established by the Board of Directors.
ARTICLE VII: MEETINGS
Section 1:
There shall be an Annual Meeting in April of each
year, which shall be for the purpose of electing
Directors, receiving reports of officers and
committees and other business that may arise. Notice
of the time and place of the annual meeting shall be
mailed to the members at least fourteen days prior to
the meeting.
Section 2:
Special meeting may be called by the President or by
the Board of Directors and shall be called upon
written request of five members of the Association.
The purpose of the meeting shall be stated in the
call. Notice of the time and place of special
meetings shall be mailed to the membership at least
fourteen days prior to the meeting.
Section 3:
A
quorum at the Annual meeting or at a special meeting
shall consist of those members present.
ARTICLE VIII: BOARD OF
DIRECTORS
Section 1:
The
Elected Directors and Ex-officio, and the immediate
past President shall constitute the Board of
Directors.
Section 2:
The
Board of Directors shall have general supervision of
the affairs of the Association between its Annual
meetings. All powers of the Association shall be
vested in the Board of Directors.
Section 3:
Unless otherwise ordered by the Board, regular
meetings of the Board of Directors shall be held at
the discretion of the Board. Special meetings of the
Board may be called by the President and shall be
called upon written request by any three members of
the Board. Special meetings of the Board shall
require a five (5) days written notice, however, Board
members may consent and waive notice of Special
meeting.
ARTICLE IX: COMMITTEES
Section 1:
Standing Committees appointed by the President shall
be:
Finance, Membership, Publications, and others as may
be authorized by the Association, the Board of
Directors, or the President.
Section 2:
Duties of Committees:
Finance:
Shall prepare the annual budget for submission at the
annual meeting in April, and shall audit the
Association accounts annually. The Treasurer may
serve as an ex officio member of the committee, but
shall have no vote on matters concerning the audit of
accounts.
Membership:
Shall develop and recommend to the Board of Directors
programs for membership recruitment and retention, and
shall administer those programs.
(a)
All applications for
membership be approved or declined by the current
Board of Directors or by its designated member.
(b)
The Board has the power to
rescind or terminate membership for any reason….,
after review.
(c)
The Board reserves the right
to deny admission to any individual or group of any
and all PCLNA activities, to include regular meetings,
and/or seminars.
Publications:
Shall develop and be responsible for all publications
of the association, such as may be approved by the
Board of Directors. All materials at meetings and or
seminars, (to include advertising fliers, handouts,
newsletters, or any other printed materials) shall
have “PROPERTY OF PCLNA” noted on every page thereof.
Section 3:
The
President shall be ex-officio member of all committees
except the nominating committee.
ARTICLE X: GOVERNING
The
rules contained in the current edition of Robert’s
Rules of Order, Newly Revised (RONR) shall govern this
Association in all cases to which they are applicable,
and in which they are not inconsistent with the bylaws
of this Association.
ARTICLE XI: AMENDMENTS
These Bylaws may be amended at any regular or special
meeting of the Association by a two-thirds vote of
those present and voting provided written notice of
the proposed amendment is included in the notice of
the meeting at which the proposed amendments are to be
decided. Proposed amendments shall be submitted in
writing and signed by two members.
ARTICLE XII:
DISSOLUTION
In
the event of dissolution of this Association, the
assets shall be liquidated and distributed in
accordance with the wishes of the membership and the
laws of the state of Louisiana and the United States
of America. None of the funds shall be inure to the
benefit of individual members.
CERTIFICATE OF SECRETARY
I, Peggy Gill , Secretary of The
Professional Civil Law Notaries Association (PCLNA)
hereby certify that the foregoing bylaws are the
complete bylaws of The Professional Civil Law Notaries
Association (PCLNA), as adopted at the May 25th,
1999 meeting of the Association, revised at the
February 12, 2008 annual meeting of the Association
and revised at the April 12, 2011 annual meeting of
the Association.
Dated this 12th , day of
April , 2011
Peggy Gill,
Secretary
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