The Bylaws of the Association of Louisiana Bail Underwriters is as follows:
Article I. Membership
|Article I. Membership
||Article IV. Checks
|Article II. Officers
||Article V. Voting Rights
|Article III. Board of Directors
||Article VI. Amendments
Section 1. The members of this corporation shall consist of persons in the surety and bail industry. Membership shall be divided into three classes:
(1) Agent class – shall consist of persons who are licensed by the Commissioner of Insurance for the State of Louisiana to write surety, fidelity, and bail bonds and are currently authorized by an insurance company, authorized by the Commissioner of Insurance of the State of Louisiana to do business in the State of Louisiana, to write bail bonds on behalf of said duly authorized insurance company.
(2) Surety Company Class – shall consist of duly chartered and organized insurance companies who have been issued a certificate of authority by the Commissioner of Insurance of the State of Louisiana to write surety, fidelity and bail bonds and who have duly licensed agents under contract to write bail bonds in the State of Louisiana.
(3) Special (non-voting) Members – shall consist of those individuals interested in the surety and bail business. Members of this class shall have no right to vote at any general or special meeting.
Section 2. Surety Company class members and Agent class members shall be permitted to vote at all Annual and Special meetings of the members. Special class of members are non-voting members.
Section 3. Only members in good standing at the time of a meeting may vote at such meeting. The requirement for good standing is that a member qualify in the Agent class of Surety Company class and that the membership dues be paid in full.
Section 4. An annual meeting of the membership shall be had in April of each year. The purpose for the meeting shall be to elect a Board of Directors and any other business which may properly come before the members.
Section 5. The President shall send a notice of the meeting at least thirty (30) days prior to the holding of such meeting.
Section 6. A vote by a majority of the Board of Directors is necessary for the call of a Special Meeting of the members; however, upon the request of ten (10) members in good standing, the President shall call a Special Meeting of the members.
Section 7. The time and place of the membership meetings shall be set by the Board of Directors, however, the annual meeting shall be scheduled in the month of April of every year unless specifically changed by the Board of Directors.
Article II. Officers
Section 1. The officers of this corporation shall be a President, Secretary, and a Treasurer.
The President shall be a member of the Board of Directors. The Secretary and the Treasurer need not be members of the Board but must be members of the Agent class, and they will have the same voting rights of the Board of Directors.
The duties of the several officers shall be as follows:
President: The President shall be the chief executive officer of the Corporation; he shall preside at all meetings of the members and directors; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute bonds, mortgages and other contracts. He shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation, together with those outlined below.
The President shall have the sole authority in hiring and firing of employees other than officers, and the granting and accepting of leases, in buying of all equipment and fixtures of the Corporation, and generally in all matters having to do with the normal day to day operation of the business, reserving the other officers and the Board of Directors those powers delegated to them by law and those reserved to them herein.
Secretary: The Secretary shall give notice of all meetings of the shareholders, and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature. He shall perform such other duties as may be prescribed by the Board of Directors under whose supervision he shall be. He shall be sworn to the faithful discharge of his duties.
Treasurer: The Treasurer shall have charge of all funds of the corporation and of their disbursement under the direction of the Board of Directors. He shall keep a record of all monies received and paid out and make a report of the same to the Board of Directors at each regular monthly meeting thereof or whenever requested to do so. He or the President shall sign all checks, drafts and notes on behalf of the corporation.
Section 2. The compensation of all officers shall be fixed by the Board of Directors.
Section 3. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 4. The Board shall schedule an annual election of officers, the results of which is to be announced at the annual membership meeting. A simple majority of a quorum present for a meeting of the Board of Directors, with proper notice, shall be sufficient to elect or remove officers.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer or officers become vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the Board of Directors.
Section 6. In the case of the absence of any officer of the corporation other than the President, or for any other reason that the Board may deem sufficient as to any officer other than the President, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire Board concurs therein.
Article III. Board of Directors
Section 1. The Board of Directors shall be composed of individuals elected bi-annually at the annual meeting of the members on even-numbered years. The Board shall be composed of eleven (11) persons. These eleven persons shall be elected in the following manner:
a. All members of the Board of Directors shall be members of the Agent class.
b. From the Surety Company class of membership two (2) members of the Board shall be elected with each class member casting one vote for each position. In the Surety class the members of the Board are not restricted by geographical district.
c. From the Agent class of membership eleven (11) members of the Board shall be elected. The Board member shall be elected from a geographical district as defined by these By-Laws.
d. Voting Rights for Geographical Districts – the eleven (11) geographical districts shall be comprised of the following parishes:
District 1 – Caldwell, East Carroll, Franklin, Jackson, Lincoln, Madison, Morehouse, Ouachita, Richard, Richland, Tensas, West Carroll, and Winn.
District 2 – Sabine, Natchitoches, Grant, LaSalle, Catahoula, Concordia, Vernon, Rapides, and Avoyelles
District 3 – Evangeline, St. Landry, Jefferson Davis, Acadia, Lafayette, and Vermillion
District 4 – East Baton Rouge, East Feliciana, Livingston, St. Helena, St. Tammany, Tangipahoa, and West Feliciana
District 5 – Jefferson, Plaquemine, St. Charles, and St. John the Baptist
District 6 – Orleans and St. Bernard
District 7 – Ascension, Assumption, and St. James
District 8 – Lafourche, St. Mary, and Terrebonne
District 9 – Iberville, Pointe Coupee, St. Martin, and West Baton Rouge
District 10 – Allen Beauregard, Calcasieu, Cameron, and Iberia
District 11 – Bienville, Bossier, Caddo, Claiborne, Desoto, Red River, Union, and Webster
Section 2. The Board of Directors shall be charged with the management of all of the affairs of the corporation, subject to the provisions of its Articles of Incorporation and By-Laws. To the extent not prohibited by La.R.S. 12:121, the Board of Directors shall have sole authority in the buying, selling and mortgaging of real estate and the disposition of the assets of the corporation.
Section 3. For the purpose of transacting the business of this corporation during the intervals between the meeting of the Board of Directors, the President, the Secretary, and the Treasurer shall constitute the Executive Committee, with full authority to act.
Section 4. Regular meetings of the Board of Directors shall be held at such time and place as the directors shall determine. Special meetings of the Board may be called by the President on three days notice to each director, either personally or by telegram, telex or telecopier (facsimile); special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of one director.
Section 5. One more than half of the current number of directors shall constitute a quorum of the Board.
Section 6. In addition to the powers and authorities by these By-laws expressly conferred upon it, the Board of Directions may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised or done by the members or by the President.
Section 7. The Corporation shall indemnify and hold harmless each director and officer now or hereafter being or having heretofore been a Director of Officer of the Corporation and/or by reason of his alleged acts or omissions as such Director or Officer, whether he continues to be such Officer or Director at the time when any such claim or liability is asserted, and shall reimburse each Director and Officer for all legal and other expenses reasonably incurred by him in connection with defending any and all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjunction with the approval of the Board of Directors, whether he continues to be such Director or Officer shall be indemnified against or reimburse for any expenses incurred in defending any of all such claims or liability in settling the same unless in the judgement of the Directors of the Corporation the Director or Officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which any Director of Officer may be entitled as a matter of law.
Article III. Checks
All checks, drafts, and notes of the Corporation shall be signed by the President or the Treasurer or such other person or persons as the Board of Directors may from time to time designate.
Article IV. Voting Rights
Section 1. Those members in good standing belonging to the Agent or Surety Company class of membership shall have the right to cast their votes for the election of Directors, the amendment of the By-laws or articles or for any other voting purpose in person at any annual or special meeting, by official mail ballot prepared by the Board of Directors and Officers for the purpose of voting for any purpose wherein the Directors allow voting by mail ballot. No vote shall be disqualified so long as the member is in good standing and the ballot has been properly executed.
Section 2. In the event balloting is used a representative from each geographical district, who is not at current member of the Board of Directors, shall be appointed by the Board of Directors, to verify the election results and report the results of the balloting to the Board and the general membership. Those persons appointed to verify and report on balloting shall be designated as the election committee.
Section 3. The Board of Directors shall approve of the form of ballot used prior to the election being held by ballot.
Article V. Amendments
These By-Laws may be altered or amended or repealed by the affirmative vote or written consent of a majority of the members entitled to vote at any regular or special meeting of the members called for that purpose; provided, however, that no change of the time or place for election of directors shall be made within thirty days preceding the day on which such election is to be held, and that in case of any change of such time or place notice thereof shall be given to each directors in person by letter mailed to his last known address, at least twenty days before the election is held.