BY-LAWS
OF THE
MICHIGAN LAND TITLE ASSOCIATION
A MICHIGAN NON-PROFIT CORPORATION
ADOPTED JUNE 20, 1972
AS AMENDED
FEBRUARY 17, 1997
JULY 16, 2002
JULY 21, 2008
JULY 20, 2009
JULY 19, 2010
JULY 18, 2011
July 16, 2012
July 15, 2013
July 16, 2018
July 10, 2023
July 15, 2024,
ARTICLE I
NAME
The name of this corporation shall be MICHIGAN LAND TITLE ASSOCIATION.
ARTICLE II
OBJECTS AND PURPOSES
The Michigan Land Title Association is a professional association dedicated to supporting its Members’ efforts to provide their clientele with the highest quality land title evidencing and title assurance services possible. The Association will achieve this mission by actively promoting sound and ethical practices; by encouraging needed and supportive industry regulation; by providing continuous education for its Members in all matters relating to land title evidencing and assurance; by advancing effective communication within the title industry and the Association; and by enlightening and informing the general public on the importance of the services provided by the Members of this Association.
ARTICLE III
MEMBERSHIP
Section 1. Classes of Members
Members shall be classified as Active, Associate or Honorary.
Section 2. Active Members
(a) Every person, firm or corporation operating as an independent business enterprise which is actively engaged in evidencing land titles, is licensed by the State of Michigan, and agrees to conform to the code of ethics adopted by the membership of the Michigan Land Title Association, has not engaged in any illegal or fraudulent business practice and has been duly sponsored by an active member, is eligible for Active membership.
(b) Every corporation, resident or non-resident, which has qualified under the laws of the State of Michigan to do business as a Title Insurance Company, and which is actually issuing policies of title insurance in Michigan, and agrees to conform to the code of ethics adopted by the membership of the Michigan Land Title Association, has not engaged in any illegal or fraudulent business practice and has been duly sponsored by an Active Member, is eligible for Active membership.
Section 3. Associate Member
Every person, firm or corporation operating as an independent business enterprise which is actively engaged in title searching, escrow, closing functions, document retrieval or any other services related to the land title industry as defined by the Board of Directors and is not regulated or licensed by the State of Michigan Office of Financial and Insurance Regulation to provide such services and agrees to conform to the code of ethics adopted by the membership of the Michigan Land Title Association, has not engaged in any illegal or fraudulent business practice and has been duly sponsored by an Active Member, is eligible for Associate membership.
Section 4. Honorary Members
Honorary Members shall be Past Presidents of the Michigan Land Title Association and other individuals designated by the Board of Directors for their performance of distinguished and meritorious service to the Michigan Land Title Association.
Section 5. Application for Membership
Applications for membership shall be made in writing to the Executive Director of the Association on the prescribed form. If the application is submitted between July 1st and December 31st inclusive, the application shall also be accompanied by payment of the first year’s dues. If the application is submitted after December 31st, the application shall also be accompanied by a check in a prorated amount based on the number of months remaining between the month the application is approved by the Board of Directors and July, beginning with the first month after the application is approved by the Board of Directors. Such applicant shall, in addition, furnish such additional information as may be requested by the Board of Directors to enable it to determine the eligibility of the applicant. Approval of an application for membership shall be by a majority vote of the entire Board of Directors.
Section 6. Membership in American Land Title Association
Membership in the American Land Title Association is encouraged but not required for members of the Association.
Section 7. Voting
The voting power is vested in the Active Members. Each Active Member shall be entitled to one vote and votes shall be cast as set forth in ARTICLE IV. Except as provided in ARTICLE VIII, the vote of the majority of the voting members present in person at any meeting is sufficient. Associate and Honorary Members may attend any general meeting of the members and participate in the discussion but shall have no vote EXCEPT Honorary Members who remain Active Members and are thereby eligible to vote in their Active Member capacity.
Section 8. Dues
Each Active and Associate Member shall pay dues in accordance with the formula established by the Board of Directors. The annual dues shall be payable within ninety (90) days after the mailing of the notice of assessment for the dues. Honorary Members shall pay no dues EXCEPT those who choose to maintain an Active membership.
Any Member in default of payment of dues for a period of three months after the same shall become payable, shall be notified in writing of the delinquency. Unless said dues are paid within one month thereafter, the Board of Directors may terminate said membership.
Section 9. Censure, Suspension or Expulsion of Members
Any Member may be censured, suspended, or expelled for misconduct in the Member’s relations with the general public, with this Association or with a Member thereof upon a Complaint filed by the aggrieved party who must also be a Member in good standing of this Association.
Complaints against a Member alleging misconduct in the Member’s relations with the general public, this Association, or a Member hereof, shall be in writing, signed by the complaining party and shall state plainly the Complaint. Any such Complaints shall be filed with the Executive Secretary of the Association and shall be referred to the Grievance Committee. The Member against whom the Complaint was made (“accused Member”) shall be furnished a copy of the Complaint and shall be permitted thirty (30) days to answer the same in writing.
The Grievance Committee shall conduct an investigation into the matter, including holding a hearing on the Complaint, at which hearing the complainant and the accused Member may appear personally or by counsel. Both parties may agree to waive the hearing. Following its investigation, the Grievance Committee shall reduce its findings and recommendations to writing and submit them promptly to the Board of Directors with a copy to both parties; provided however, if the Grievance Committee deems the Complaint groundless, it may dismiss the Complaint.
At the written request of the accused Member, the Board of Directors shall give the Member an opportunity to appear in person or by counsel and be heard in support of the Member’s defense.
The Board of Directors shall review the Grievance Committee’s findings and recommendations and may find the accused Member to be guilty or not guilty of the charges and, if found guilty by a majority vote of the entire Board of Directors, may adjudge that the Member be censured or suspended, or expelled from this Association. The decision of the Board of Directors shall be reduced to writing and a copy furnished to the complainant and the accused Member.
Any decision of the Board of Directors censuring, suspending or expelling a Member shall be final and shall become effective according to its terms unless, within 30 days thereafter, the accused Member shall file in the principle office of the Association a written appeal to the membership of the Association, in which event the decision of the Board of Directors shall be held in abeyance pending determination of the appeal at the next annual meeting. Upon any such appeal, the decision of the Board of Directors shall be affirmed or reversed by a majority vote of the Active Members present and voting at the meeting. There shall be no appeal should the Complaint be dismissed as groundless or because the accused Member is determined to be not guilty of the charges.
ARTICLE IV
MEETINGS
Section 1. Annual Meeting
An annual meeting of the Members shall be held at such time and place as shall be determined by the Board of Directors. The annual meeting shall be held for the purpose of electing directors and officers and for the transaction of other such business as may properly come before the meeting.
Section 2. Special Meetings
Special meetings of Members may be called at any time by the President, the Board of Directors, or ten percent (10%) of the Active Members. An agenda for said special meetings must be sent with any written notice of meetings by mail or e-mail as required by Section 3 of this article.
Recognizing that some business requiring a vote by the membership may need to be conducted throughout the course of the year and possibly at a time other than the annual meeting, a meeting may be called and a vote using the following methods, or any combination thereof may be employed at the discretion of the Board of Directors:
- a) E-mail or Paper Ballot. Except for the election of directors and officers, any matter requiring the vote of the Active Members, or upon which the Board resolves to seek action by the Active Members may be submitted to the Active Members by electronic or paper ballot without the necessity of calling an in-person meeting. All electronic or paper ballots shall state on the face of the ballot the voting method used (electronic or paper) and the date and time by which the ballot must be returned in order to be counted. Upon tabulation of the ballots, the Board shall notify the Members of the outcome of the vote at the Annual Meeting or through the Member email distribution list.
If utilizing a paper ballot, votes must be returned via traceable method (e.g., FedEx) calculated to arrive before the deadline stated on the face of the ballot.
- b) If ten percent (10%) or more of the Active Members request an in-person meeting to address an issue initially submitted for email or written vote, then a Special Meeting IN PERSON must be conducted. The results of the “in-person” meeting will then control and no votes from Active Members who do not attend the meeting will be accepted.
Section 3. Notice of Meetings
Written notice stating the time and place of any meetings of the Members shall be mailed or e-mailed to all Members at least thirty (30) days prior to the meeting date.
Section 4. Rules of Order
Roberts Rules of Order shall govern all meetings of the Members, the Board of Directors, and committees.
Section 5. Quorum
At the annual meeting, as described herein, or any special meeting called by the President or the Board of Directors, the cumulative total of all Active Members in attendance shall constitute a quorum for the transaction of all business. At any special meeting called by ten percent (10%) or more of the Active Members, twenty-five percent (25%) of the Active membership, who must be present in person, shall constitute a quorum for the transaction of any business. For email or paper ballots, a quorum shall be met if twenty-five percent (25%) of the Active Members return their vote within the time allotted and method specified on the ballot.
Section 6. Active Member Designated Individual
Each Active Member shall identify the Designated Individual with the Executive Director who is authorized to cast the vote of the Active Member. In the event the Designated Individual is unavailable to attend a meeting or otherwise cast a vote, the Designated Individual may appoint in writing a proxy to cast the vote on behalf of that Active Member.
ARTICLE V
OFFICERS
Section 1. Officers
The elective officers of this Association shall be the President, President-Elect, and Secretary-Treasurer. In addition, the Board of Directors may appoint an Executive Director.
Section 2. Election and Term of Office
The elective officers of the corporation shall be elected at the annual meeting of the Members and shall serve until the next annual meeting. Nominations may be made from the floor, in addition to those presented by the Nominations Committee. The Executive Director shall be appointed by and hold office at the pleasure of the Board of Directors.
Section 3. Qualification of Officers
All elective officers must be Members or full-time employees of Members. If any such officer should cease to be a Member or full-time employee thereof for sixty (60) days, the office shall become vacant.
Section 4. Vacancy
Any vacancy in an elective office may be filled by the Board of Directors until the next annual meeting of the Members. In the event the office of President-Elect shall be vacant for a reason other than the President-Elect having assumed the unexpired term of the President, a President shall be elected at the next annual meeting for a one-year term. Should the office of the President become vacant when the office of the President-Elect is also vacant, the Board shall appoint a President for the remainder of the unexpired term. Should the office of President-Elect become vacant the Board may appoint a successor to serve on the Board for the remainder of the unexpired term, but the successor shall not automatically succeed to the office of the President.
Section 5. President
The President shall preside at all meetings of the Association and of the Board of Directors. The President shall appoint the Members of all committees, except the Nominations Committee. He shall be an ex-officio Member of all committees except the Nominations Committee where he shall be a full Member.
Section 6. President-Elect
The President-Elect shall discharge the duties of the President in the President’s absence or during the President’s failure to act for any cause. The President-Elect shall automatically fill a vacancy in the office of the President for the President’s unexpired term, in which event the President-Elect shall also serve the additional year to which the President-Elect was originally entitled. His succession to the Presidency at the conclusion of the President’s full term shall be automatic.
Section 7. Secretary-Treasurer
The Secretary-Treasurer shall perform such duties assigned to this office by the Board of Directors and in addition shall act as the custodian of the funds and other assets of the Association. The Secretary-Treasurer shall prepare and present to the annual meeting of the Members a report of the receipts and expenditures for the last year. The accounts of the Secretary-Treasurer shall be audited by the Audit Committee, which committee shall report at the final session of the annual meeting of Members.
Section 8. Executive Director
The Executive Director shall attend and act as secretary at all meetings of the Association and Board of Directors. The Executive Director shall have charge of records of the Association; collect dues from the Members and issue receipts; therefore, keep proper and accurate account of monies coming into the Association; give proper notices of meetings of the Association; and shall do and perform such other duties as may be directed by the Board of Directors. The Executive Director shall receive such salary as the Board of Directors may fix from time to time.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. Number and Qualification
The number of directors shall be nine (9), to be composed of the President, President-Elect, and Secretary-Treasurer, plus six (6) additional Members, all of whom shall be Members of the Association or full-time employees of Members. All Past Presidents shall be non-voting, ex-officio Members of the Board of Directors. Of the additional Members, at least two are to be elected each year at the annual meeting of the Members to serve a three (3) year term. Any director vacancy may be filled by the Board of Directors to serve until the next annual meeting, at which time the unexpired term shall be filled by election. No more than two (2) Members of the Board of Directors shall be employed by the same corporate Member.
Section 2. Powers
The Board of Directors shall manage the affairs of the Association. In addition, the Board of Directors may appoint and compensate such independent contractors, employees, or agents which they deem necessary to manage the affairs of the Association.
Section 3. Meetings
Regular meetings of the Board of Directors shall be called by the President. Special meetings of the Board of Directors may be called by the President or by any two (2) directors. Not less than four (4) days’ notice shall be given of any special meeting unless a waiver of notice has been consented to in writing by all of the voting Members of the Board of Directors.
Section 4. Voting
Each director, whether Member or full-time employee of a Member, shall have one vote in all matters considered by the Board of Directors.
Section 5. Quorum
Five (5) directors shall constitute a quorum for the transaction of business at any meeting of the Board.
ARTICLE VII
COMMITTEES
Section 1. Appointment of Committees
All committees, except the Nominations Committee, shall be appointed by the President. No appointment shall be made which will afford any Member a majority representation on any committee. All committees may be composed of Members or full-time employees of Members of any class. Standing committees shall be appointed by the President as soon as practicable after the President’s election to office and shall serve at the President’s will during the President’s term or until their successors are appointed. The President shall be required to appoint a Member of the Board of Directors as a Board representative on each of the standing committees.
In addition, the President or a Member of the Board of Directors as appointed by the President shall be required to act as a liaison person with the legislative lobbyist should one be employed by the Association.
The Board may create, replace, or eliminate any standing committee by a majority vote of a quorum present at any properly convened meeting of the Board.
Section 2. Standing Committees
Standing committees shall be:
– Title Agent and Associate Member
– Audit Committee
– By-Laws
– Communication and Public Relations
– Education
– Executive
– Grievance
– Legislative
– Legislative Steering
– Membership
– Nominations
– Political Action
– Public Service
– Sponsorship
– Technology
– New Title Professionals
All of the above committees shall report their activities to the membership at each annual meeting. The committees shall be governed by rules and regulations established by the Board of Directors from time to time. Each committee Member regardless of membership classification shall have one vote in all matters considered by the committee.
Section 3. Title Agent and Associate Member Committee
The Title Agent and Associate Member Committee shall consist of five (5) or more Members, all of whom shall be title insurance agents or Associate Members and not title underwriters. The Committee shall promote professional standards and provide for the dissemination of information to those Members of the Association who are title insurance agents and Associate Members. The Committee shall also provide a forum for title insurance agents and Associate Members for discussion and examination of matters of particular concern to them.
Section 4. Audit Committee
The Audit Committee shall consist of the President, the President-Elect, the Secretary/Treasurer, and any additional Members that the President may deem necessary. The purpose of the committee shall be to perform an annual audit of the Association’s accounts and financial practices. The results of this audit shall be reported at the final session of the annual meeting of Members.
Section 5. Board of Review – Professional Designations (See Article IX).
Section 6. By-Laws Committee
The By-Laws Committee shall consist of five (5) Members who shall consider all proposals to amend, and may on its own motion propose amendments to amend, the Articles of Incorporation and By-Laws of this Association.
Section 7. Communications and Public Relations Committee
The Communications and Public Relations Committee shall consist of not less than five (5) Members. The Committee shall collect and disseminate useful information to the membership as the Committee deems appropriate. The Committee shall also work with and cooperate with other state professional or trade associations and state government departments and agencies whose actions affect the business of Members of the Association. The Committee shall also consider and recommend ways and means of effectively advertising and publicizing the title business and securing more wide-spread understanding and knowledge of the functions and purposes of title insurance and abstract companies.
Section 8. Education Committee
The Education Committee shall consist of seven (7) or more Members who shall plan, organize, promote and be responsible for the execution of a continually improving program of instruction for the general benefit of Association Members and for the special benefit of beginning and intermediate employees of Members, to promote Association seminars and workshops and to conduct such seminars and workshops and to carry out such other duties as may from time to time be assigned by the President and/or the Board of Directors of the Association.
Section 9. Executive Committee
The Executive Committee shall be comprised of the President, who is the Chairperson of this Committee, President-Elect, Secretary-Treasurer and Past President. Meetings of the Executive Committee shall be called by the President as necessary with a quorum present. The agenda for each meeting will be distributed to Executive Committee Members prior to each meeting. The Executive Committee shall have no decision-making authority, but may, upon its own investigation or evaluation of matters which concern the association, make recommendations to the Board of Directors at its monthly meeting.
Section 10. Grievance Committee
The Grievance Committee shall consist of five (5) Members who shall perform the function set forth in Article III, Section 9.
Section 11. Legislative Committee
The Legislative Committee shall consist of five (5) or more Members who shall review proposed or pending state legislation affecting the land title industry. The Committee shall also review regulations, or attorney general opinions, as directed by the Board of Directors. The findings of this committee shall be submitted to the Legislative Steering Committee.
Section 12. Legislative Steering
The Legislative Steering Committee consist of seven (7) or more Members who shall make recommendations to the Board of Directors on action it determines should be taken on such proposed or pending legislation or regulations by reporting the bills as “oppose”, “Support”, or “Neutral”, with the rational behind the recommendation. The Committee shall also propose to the Board of Directors areas in which it determines the Board of Directors may wish to initiate legislation or seek legislative or regulatory assistance. The Committee in the performance of its duties may attend hearings on proposed legislation, seek the assistance of non-committee Members in this regard and advise the Board of Directors when it determines that testimony at a legislative hearing by a Member of this Association is warranted.
Section 13. Membership Committee
The Membership Committee shall consist of five (5) or more Members who shall foster and encourage membership of all eligible persons and corporations in the industry. The committee shall review all applications and make recommendations to the Board of Directors.
Section 14. Nominations Committee
The Nominations Committee shall consist of the following:
- The current President, and President-Elect.
- All Past Presidents in attendance at any duly convened meeting of the
Committee.
The Chair of the Committee shall be the most recent Past President in attendance at any duly convened meeting of the Committee.
The current Association President will convene the Committee not less than sixty (60) days’ prior to the annual meeting of the Association by serving Committee Members with written notice via either U.S. mail or e-email not less than thirty (30) days prior to the meeting date of said Committee. The Committee shall present to the Board of Directors it’s slate of candidates for Officers and Directors not less than thirty (30) days prior to the annual meeting. The Committee shall present to the annual meeting of the Association its’ recommendation for persons to fill expiring and/or vacant seats of the Board of Directors. The Committee shall also recommend to the annual meeting a slate of Officers for election. A quorum for Committee meetings shall be seven (7) or more qualified Members.
Section 15. Political Action Committee
The Political Action Committee shall consist of five (5) or more Members of the Association who shall develop and initiate fundraising programs to generate personal contributions from MLTA Members to the MLTA-PAC Fund. The Political Action Committee shall: at the recommendation of the Board of Directors, MLTA Lobbyist, Legislative Steering Committee or Association Members, utilize the MLTA-PAC funds to support political party caucuses and/or individual candidate campaigns for state and/or local public office. Contributions will be reviewed and approved by the Board of Directors. The MLTA-PAC Fund shall be administered by the MLTA Lobbyist and the MLTA Executive Director. The MLTA Lobbyist and the MLTA Executive Director shall also be responsible for all governmental reporting requirements related to the MLTA-PAC Fund receipts and contributions.
Section 16. Public Service Committee
The Public Service Committee shall consist of five (5) or more Members who shall plan, organize, promote and be responsible for the execution of a public service program for the Association Members. The purpose of this committee is to involve the MLTA membership in public service projects throughout the state, to promote community involvement and to carry out such other duties as may from time to time be assigned by the President and/or the Board of Directors of the Association.
Section 17. Sponsorship Committee
The Sponsorship Committee shall consist of five (5) or more Members who shall plan, organize, promote and be responsible for the securing of sponsorship dollars and vendor contributions to the MLTA for annual meetings and otherwise in accordance with principles established by the Board of Directors. The committee shall submit its account of all funds solicited and received to the Board of Directors. All funds shall be delivered to the Secretary-Treasurer or Executive Director for administration in accordance with the responsibilities described in Article V.
Section 18. Technology Committee
The Technology Committee shall consist of three (3) or more Members who shall plan, organize, promote, and execute a technology program for the benefit of Association Members as well as provide information to and educational opportunities for Association Members. The primary purpose of this committee is to keep the MLTA Members updated on any new technology or changes to current technology that may benefit or affect the title industry and MLTA Members; and also to carry out such other duties as may from time to time be assigned by the President and/or the Board of Directors of the Association.
Section 19. New Title Professionals
The New Title Professional Committee shall consist of three (3) or more Members and shall be responsible for welcoming new title professionals into the industry. This includes planning, organizing, and promoting events, activities and communications which are directed toward new title professionals. The primary purpose of this committee is to support new Members of the title industry and to encourage their involvement within the MLTA and its other committees. The committee may be charged with other duties as may from time to time be assigned by the President and/or the Board of Directors of the Association.
Section 20. Special Committees
The Board of Directors at its discretion may establish any Special Committee it deems beneficial for the Association. Such committee shall be constituted with a specific charge and for a time not to exceed one(1) year, which term may be renewed by the Board of Directors.
ARTICLE VIII
AMENDMENT OF THE BY-LAWS
Section 1. Annual Meeting of Members
These By-Laws may be amended by a two-thirds (2/3) vote of the Active Members present in person at any annual meeting of the Members where a quorum is present.
Section 2. Special Meeting of Members
These By-Laws may be amended by a two-thirds (2/3) vote of the Active Members pursuant to the procedures set forth in ARTICLE IV, provided written notice stating the time, place and purposes of the meeting and containing the text of the proposed amendment is mailed or e-mailed to all Members at least thirty (30) days’ prior to the meeting date.
ARTICLE IX
PROFESSIONAL DESIGNATION BOARD OF REVIEW
Professional Designation Board of Review
Professional Designation Board of Review – shall consist of no fewer than five (5) Members, including the Chairperson who shall be appointed by the Board of Directors. It shall oversee the implementation of the Association’s recognition program for awarding professional designations to those persons within the MLTA who, through a combination of education, experience and performance have demonstrated a proficient knowledge of land title insurance and escrow procedures. The designation(s) will represent the highest measure of achievement in the land title insurance profession. The Professional Designation The Board of Review –, subject to the supervision of the Board of Directors, will administer the designation program in accordance with equitable conditions and stringent procedures described in By-Laws approved by the Board of Directors. The Board of Review will establish the criteria by which the candidates will be judged, will award the appropriate designations, and will maintain the integrity of the designations in accordance with the highest standards of the land title insurance profession.