Adopted: August 18, 2003
ARTICLE I: Name and Objectives
- The name of this organization shall be the Surety Association of Georgia, hereinafter referred to as “SAOG.”
- The objectives of this organization, hereinafter referred to as the “Association”, shall be:
- To improve the service rendered to the community by underwriters of corporate suretyship, by promoting among its members and associate members, the study and discussion of local surety issues and matters relating thereto.
- To provide a central facility for correspondence with other organizations with public bodies.
- To disseminate useful and interesting information and perform other such functions as may be incidental to the forgoing.
ARTICLE II: Membership
- Types. The Association shall recognize two classes of membership: voting members and associate members.
- Eligibility for voting membership. To qualify for voting membership, a person must be either an employee vested with authority as a representative of an insurance or surety company licensed to transact any class of fidelity, forgery or surety business in the State of Georgia or a licensed agent vested with authority as a representative of any Georgia bond producing agency or brokerage; provided that two or more members representing the same company shall be entitled collectively to one vote. Any member representing more than one company shall have only one vote. Each member, subject to the aforementioned qualifications, shall have implied power to designate any other employee of his company as his proxy with the full privilege of exercising his/her voting rights.
- Eligibility for associate membership. The Association, at the discretion of its Officers, may grant associate member status to persons employed in industries that serve the surety industry (such as CPA’s, attorneys, escrow/collateral agents, independent claim services, etc.). Associate members shall enjoy all rights and privileges afforded to voting members, except they will not be eligible to serve as President or Vice President, nor will they be allowed to vote on any administrative question or election.
- Revocation. Subject to appeal, any member may be expelled from membership in the Association for just cause by a two-thirds (2/3) vote of the Officers. Before any member is expelled, however, written notice of the Officers meeting, at which the same is to be considered, shall be mailed to such member at their last known address at least ten (10) days prior to the meeting of the Officers. Notification via e-mail, at the last known e-mail address of a voting member, shall be considered written notice, for the purposes of this and any other article of the Constitution and By-Laws. Such member shall be given the opportunity to defend himself against the charges, and shall have the right to appeal the decision of the Officers to the voting membership. A majority vote of the voting members present and voting at a regular or special meeting shall be required to reverse such order of expulsion of the Officers.
ARTICLE III: Officers
- Types. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. All officers shall be elected by the Association.
- Qualifications. To serve as President or Vice President, a member must be a voting member of the Association, in good standing at the time the member takes office. The Secretary and Treasurer must be voting or associate members, in good standing. In addition, any nominee for President must have served as an officer of the Association, or must have been a member at least six months immediately prior to the date of the election.
- Powers and duties of officers. The powers and duties of officers shall be as follows:
- President. The President is the Chief Executive Officer of the Association; shall preside at all meetings of the Association and Officers; shall perform all duties usually incident to the office, and such other duties as shall be assigned by the Association or Officers; and shall appoint such committees as may be required, and shall be a voting member of each. The President shall be responsible for the program at regularly scheduled Association meetings.
- Vice President. The Vice President shall perform all the duties of the President in the case of the absence, disability, recall or resignation of the President. The Vice President shall be in charge of the orientation of all new members of the Association. In addition, the Vice President shall perform all other reasonable duties as may be assigned by the President or Officers.
- Secretary. The Secretary shall keep full and accurate minutes of all proceedings of the Association and Officers. The Secretary shall conduct all correspondence of the Association, retaining a complete record of all documents and correspondence, which shall be available for inspection by any member of the Association, including the Association’s membership list. In addition, the Secretary shall perform all other reasonable duties as may be assigned by the President or Officers. And, the Secretary shall be responsible for all public relations activities of the Association.
- Treasurer. The Treasurer shall receive and be in charge of the money of the Association, and shall deal with the same as ordered by the President or Officers. The Treasurer shall keep an accurate record of all the receipts and disbursements of the Association, and shall perform all other reasonable duties assigned by the President or Officers. At the expiration of the term of office, the Treasurer shall submit a full accounting, in writing, of all the money and other property received and disbursed during the term of office.
- Vacancies. A vacancy in an elective office shall be filled by the President, subject to approval of the Officers, on an interim basis. Such vacancy shall be permanently filled through election by the voting membership within three (3) months of said vacancy.
- Nominations and election of officers. The nomination and election of officers shall be governed by the following process:
- A Nominating Committee composed of three (3) voting members of the Association shall be appointed by the President and approved by the Officers, and this Nominating Committee shall nominated at least one candidate for the each position to be filled, except that one person may be nominated to fill both the Secretary and Treasurer positions. The nominations shall be reported to the membership at the regular meeting during which the election is to be held. After this presentation, further nominations may be made from the floor.
- An Election Committee composed of not less than three (3) voting members shall be appointed by the President and approved by the Officers prior to the election meeting. It shall determine, subject to the approval of the Officers, the rules under which the election is to be held, provided, however, that they do not conflict with procedures as may be further outlined in the By-Laws. The committee shall act as a Credentials Committee to determine the status of candidates and potential voters. The committee shall provide election materials and shall act as tellers for the election.
- Officers shall be elected annually at the final regular business meeting of the Association, and shall assume their positions on January 1st of the following year.
- Candidates for office shall run for specified positions.
- In order to become an officer, a candidate must receive a majority vote of the voting members present and voting.
- Terms and conditions of service. The terms and conditions of an officer’s service shall be subject to the following rules:
- Officers shall be able to succeed themselves, however, no officer shall hold more than one office at a time, except that the Secretary and Treasurer positions may be combined for convenience.
- Officers shall serve from the time of their installation until the next regular installation of officers according to the election process outlined in Article III, Section E.
- Officers shall serve no more than two (2) consecutive terms in the same office.
- Officers may be recalled by a petition signed by at least two-thirds (2/3) of the members of the Officers. However, their right to appeal shall be the same as outlined under Article II, Section D.
ARTICLE IV: Meetings
- Regular meetings. A minimum of four (4) regular business meetings of this Association shall be held annually.
- Special meetings. Special Association meetings shall be held by written call of one-half (1/2) of the Officers, or by petition of ten (10) percent of the voting members, provided, however, that written notice of such meetings have been mailed at least three (3) days prior to the meeting to the last know address of the membership.
- Quorum. Ten (10) percent of the voting membership shall constitute a quorum for the purpose of conducting business at Association meetings.
- Voting. Each voting member in good standing shall be entitled to one vote, which shall be cast in person, at regular or special meetings.
- Proxies. Proxy voting shall be allowed at regular or special Association meetings or at any meeting of the Officers, as outlined under Article II, Section B.
ARTICLE V: Amendments
- Constitution. Any provision of the Constitution may be amended by a two-thirds (2/3) vote of the voting membership present and voting at a duly called regular or special meeting, provided however:
- A copy of the proposed change is submitted, in writing, to the Officers;
- Said proposed change shall be read at the regular business meeting prior to the meeting at which the vote is to be taken;
- The proposed change shall be mailed in writing to each voting member, prior to the regular meeting at which the vote on the proposed change is to be taken.
- By-Laws. Any provision of the By-Laws may be amended by a majority of the voting members present and voting at a regular or special meeting. Other procedures for amending the By-Laws shall be the same as in Article V, Section A.
ARTICLE VI: Parliamentary Provisions
- Parliamentary Provisions. The latest version of Roberts Rules of Order, Newly Revised, shall govern all proceedings except when inconsistent with the Constitution or By-laws of the Association.
ARTICLE VII: Implementation
- Implementation. All provisions of the Constitution and By-Laws, except as noted, shall take effect at the close of the meeting at which they were adopted.
- The fiscal year shall run from January 1 to December 31 of each year.
- Dues shall be payable by members annually, payable in January, in accordance with the following schedule:
- Voting Members: $350.00
- Associate Members: $350.00
- The Officers may pro-rate the dues of members, at their discretion.
- When any member shall be delinquent in the payment of any part of his dues and debts, immediately after the date they are due, the member shall be considered not in good standing and shall lose their right to vote or hold office until such sums are fully paid. If such member continues to be delinquent for a period of more than thirty (30) days, such membership shall be forfeited, and the name of the member removed from the Association’s membership roll.
- Any member whose membership has been forfeited, and who desires to become reinstated as an active member, shall proceed as in the case of a person acquiring new membership.
- Expenditures of up to $50.00 (fifty dollars and 00/100) must be approved by the President. Expenditures of $50.01 (fifty dollars and 1/100) and greater must be approved by the Officers.
- All Association checks under $50.00 (fifty dollars and 00/100) must be signed by the Treasurer. All Association checks of $50.01 (fifty dollars and 1/100) and greater must be signed by the Treasurer and any one of the following members: President or Vice President.
- All checks must be signed in accordance with the regulations of the Association’s checking account.
- The following oath of office shall be taken by all Association officers upon their installation: “I, _________________________, do solemnly swear that I will, to the best of my ability, faithfully execute my responsibilities and duties as an officer of the Surety Association of Georgia, abiding by and upholding the Constitution and By-laws of the Association, so help me God.”
- The Association may, from time to time, adopt or repeal Standing Rules, for the purpose of administration.
- Standing rules may be adopted at any regular or special Association meeting by a majority of the voting membership present and voting and no prior notice is required.
- Standing rules may be amended or rescinded at a regular or special Association meeting by a majority vote of the voting membership present and voting and no prior notice is required.
- The Association President shall be the primary liaison for SAOG communications with other organizations. The President may delegate this authority with consent from the Officers.
- All Officers meetings shall be open to all Association members except when meeting in executive session, as described in Robert’s Rules of Order. Association members, who indicate that they want to attend Officers meetings, shall be notified by the Secretary as to where and when the meetings will be held.
- It shall be a goal of the Officers to organize, at its discretion, four social events per year, including a holiday party in December.
- Association members are entitled to receive a copy of the Association membership list. Members shall have the option of having their names removed from the public membership list by notifying the Secretary.
- Anyone presenting a report at an Officers’ meeting or at regular or special Association meetings shall provide a written copy to the Secretary and President before presenting the report. A follow-up report shall be presented to the Officers at the Officers’ meeting immediately following any Association event that required Association expenditure. If applicable, the report should include a budgeted vs. Actual income and expense statement.
- Public relations material bearing the Association name shall be reviewed by the President or another Officer appointed by the President, with consent of the Officers.