FLORIDA SURETY ASSOCIATION BY-LAWS
ARTICLE I: Name & Location
Section 1.
The name of this association shall be The Florida Surety Organization dba The Florida Surety Association (“Association”), and the principal place of business shall be Florida
ARTICLE II: Purpose
Section 1.
With the purpose of improving the service rendered to the community by the underwriters of corporate suretyship, the Association shall promote understanding among its members through the study and discussion of local surety problems and matters relating thereto; provide a central facility for correspondence with other organizations and with public bodies; disseminate useful and interesting information and perform such other functions as may be incidental to the foregoing.
ARTICLE III: Fiscal Year-End
Section 1.
The FYE of the Association shall be December.
ARTICLE IV: Membership
Section 1.
Members are defined as an employee vested with authority as a representative of a company transacting any class of fidelity, surety and forgery business, and shall in their individual capacity be eligible to membership in the Association, provided that two or more members representing the same company shall be entitled collectively to only one vote, and that a member representing more than one company shall have only one vote.
Section 2.
The Association will also accept duly licensed independent insurance agents or brokers as Associate Members. Such Associate Members will have all of the rights and privileges of a Member except the ability to be an Officer as defined in Article V, Section 1 of the By-Laws, or to vote on any administrative question or election.
Section 3.
Eligibility for active membership is limited to persons employed in or whose primary function is in the Surety Industry as defined in Sections 1 and 2 above. Employees of other organizations are eligible as Affiliate Members.
An Affiliate Membership is open to companies or associations not defined by Sections 1 or 2, yet still have a vested interest in the surety industry. This includes, but is not limited to, Certified Public Accountants, Attorneys, and surety industry-related consultants. Affiliate Members are not entitled to vote, make recommendations, or hold elected office or appointed positions at any level of the Association.
Section 4.
Members as defined in Article IV, Sections 1, 2, & 3 will be accepted for membership in the following manner:
- They will submit a completed application to the President;
- Associate Member candidates must submit two letters of recommendation for membership from two separate Member companies with the written application;
- Affiliate Member candidates must submit one letter of recommendation for membership from a Member company with the completed application;
- Membership Committee recommends acceptance to the general membership at the next regular scheduled State meeting;
- Acceptance by majority of membership present at such meeting;
- Payment of Annual Dues.
Section 5.
In order to regulate, in accordance with the By-Laws of the Association, the acceptance of and continuance of membership in the Association, a Membership Committee will be appointed by the Executive Committee. The Membership Committee will consist of no less than five members representing no less then three different companies including, in all cases, the current President and immediate past President. The Membership Committee will vote on recommendations, and approvals must pass with a majority allowing but one dissenting vote. The immediate past President will chair this committee with the current President acting in his absence.
Section 6.
Any Member, Associate Member, or Affiliate Member of the Association may at any time withdraw from the Association by filing their withdrawal request with an Officer of the Association.
Section 7.
The Association shall be the judge of the qualifications of its Members, Associate Members, and Affiliate Members, but no such member shall be expelled except for reasonable cause by vote of two-thirds (2/3) of all members of the Association qualified to vote.
Section 8.
Upon termination of any Member, Associate Member, or Affiliate Member of the Association for any reason or cause whatsoever, such member shall have no rights whatsoever to any of the assets of the Association.
ARTICLE V: Officers
Section 1.
The Officers of the Association shall be President, Vice-President, Secretary, and Treasurer. The Officers shall be elected by a majority vote at the Annual Meeting of the Association. Candidates are to be selected per Article VII, Section 5. Each Officer shall serve for one year from the date of election or until a successor is elected.
Section 2.
In the event of transfer or resignation of an Officer, the Executive Committee will appoint a replacement to fill the unexpired term, and the appointment is to be ratified by the Association at the next State Meeting.
ARTICLE VI: Duties of Officers
Section 1.
The President shall preside at all State Meetings of the Association and of the Executive Committee. The President may call Special Meetings of the Association whenever Special Meetings seem necessary or advisable, and such meetings shall be called at any time upon written request of three (3) Members.
Section 2.
The Vice-President shall perform the duties of the President when the latter is absent or incapacitated.
Section 3.
The Secretary shall be responsible for keeping the Minutes of State Meetings of the Association, shall be custodian of its records, shall be responsible for compiling the agenda for State Meeting, and shall conduct the correspondence of the Association except in cases where the President may desire, or may be requested by the Association to conduct it.
Section 4.
The Treasurer shall collect, hold, disburse and account for the funds of the Association in such a manner as the Association may prescribe, and coordinate with a tax professional to file the Association’s taxes.
Section 5.
The Officers of the Association shall also perform other such duties as commonly pertain to and are assigned to their respective offices.
Section 6.
Additional delegation of duties shall be decided by the Executive Committee.
Section 7.
Any Officer who is unable to attend a State Meeting will be responsible for arranging for a member of the Association to represent him.
ARTICLE VII: Executive Committee
Section 1.
There shall be an Executive Committee of the Association consisting of the President, Vice-President, Secretary, and Treasurer. The President of the Association and the Secretary shall be, respectively, the Chairman and the Secretary of the Executive Committee.
Section 2.
Not more than one person connected with any one surety company, or its associated or affiliated companies shall serve on the Executive Committee at the same time. If through merger or for other reasons the Executive Committee does have representation by more than one person from a given surety, the individuals shall have only one vote.
Section 3.
The Executive Committee, with direction from the Advisory Board, and subject to the supervision and approval of the Association, shall have general control of the Association's affairs.
Section 4.
A member of the Executive Committee shall be disqualified for service thereon in connection with any matter in which the member is a party to a complaint under Article XIII hereof. The Executive Committee, in each case, may appoint a substitute for any member thus disqualified.
Section 5.
Fifteen days prior to the Annual State Meeting, the Executive Committee shall present, by electronic mail or by posting on the Association’s web site, to the entire membership of the Association, a list of officer candidates to be considered for election at the Annual State Meeting. Any other nominations may be made from the floor at the Annual State Meeting.
Section 6.
Executive Committee members must maintain an active and current Membership in the Association.
ARTICLE VIII: Advisory Board
Section 1.
There shall be an Advisory Board of the Association, consisting of no less than two and no more than five of the past Presidents of the Association.
Section 2.
A member of the Advisory Board shall be disqualified for service thereon in connection with any matter in which the member is a party to a complaint under Article XIII hereof. The Executive Committee, in each case, may appoint a substitute for any member thus disqualified.
ARTICLE IX: Communications of the Association
Section 1.
Prior to any action by the Association, it must first be vetted through both the Executive Committee and Advisory Board. The action must receive majority approval of the Executive Committee and Advisory Board. Actions pertaining to matters such as, but not limited to, legislative and bond forms.
Section 2.
Prior to the distribution of any correspondence on behalf of the Association, the Executive Committee must approve, via simple majority, all written communications in which a member of the Executive Committee or Advisory Board will be taking a specific position on an action. In the event an Officer is unavailable to respond within a reasonable amount of time, a majority consensus of those Officers able to respond within a reasonable period shall be acceptable to approve the communication.
Section 3.
Any action taken by an officer, prior to the vetting process or without majority approval, shall be undertaken by the individual and their respective company without FSA representation.
ARTICLE X: Additional Committees
Section 1.
Additional Committees shall be formed as needed at the discretion of the Executive Committee. Any member of the Executive Committee or Advisory Board should serve as Chairman of any additional committee.
Section 2.
Members and Associate Members shall be eligible to serve on such committees.
Section 3.
The Committees should attempt to meet at least quarterly, prior to any State meeting, and more often should the business of the Committee require. Subsequent to any Committee meeting, the Committee Chairman shall provide an update on the Committee meeting to the President.
ARTICLE XI: Meetings
Section 1.
Regular State Meetings of the Association shall be held quarterly on the second week of February, May, August, and November. Any changes shall be at the discretion of the President.
Section 2.
The Regular State Meetings in May of each year shall be deemed the Annual State Meeting.
Section 3.
Special meetings of the Association shall be held as herein before provided.
Section 4.
A majority of the voting members of the Association in attendance shall constitute a quorum at any of its Regular or Special State Meetings.
Section 5.
Joint meetings of the Executive Committee and Advisory Board shall be held as often as the business of the Association requires but not less than quarterly.
Section 6.
A Majority of the Executive Committee shall constitute a quorum at any of its meetings.
Section 7.
Unless otherwise provided by the Constitution or By-Laws, any matter presented for a vote at any meeting of the Association, or any committee, shall be adopted only on two-thirds (2/3) vote of those present at such meeting.
Section 8.
Minutes of all State Meetings of the Association shall be made available electronically upon request by any Member, Associate Members or Affiliate Member.
ARTICLE XII: By-Laws
Section 1.
The Association may adopt, amend, or rescind such By-Laws as it may deem advisable; provided, however, that no By-Law shall conflict with this Constitution, or with the laws of any State having jurisdiction over any of the activities of the Association, or of the United States.
ARTICLE XIII: Complaints
Section 1.
Any Member may make a complaint against any other member for an alleged violation of the Constitution of the By-Laws of the Association by registering said complaint in writing with any member of the Executive Committee. Such complaints shall be treated in accordance with the rules adopted by the Association.
Section 2.
Any member of the Executive Committee receiving such a complaint must immediately notify all members of the Executive Committee and Advisory Board. The Executive Committee and Advisory Board will determine who should contact the Respondent to notify them a complaint has been filed.
Section 3.
The Respondent should then be promptly notified of the nature of the complaint and placed on thirty (30) day probation pending a ruling by the Executive Committee and Advisory Board.
Section 4.
The Executive Committee and Advisory Board shall have up to thirty (30) days from the day the Respondent has been notified to investigate and rule on the complaint. After its investigation, the Executive Committee and Advisory Board shall vote on the continued involvement of both the Complainant and Respondent in the Association. A vote to expel a Member associated with a complaint must achieve two-thirds (2/3) majority by the Executive Committee and Advisory Board. If someone on the Executive Committee has a complaint filed against them, they would no longer have a vote.
Section 5.
Any suspension of Membership shall be for a term of one (1) year after which time an application for Membership can be submitted as outlined in Article IV.
ARTICLE XIV: Expenses
Section 1.
No expense that cannot be met by the annual dues shall be incurred by the Association, except with the majority consent of the members. Additional funds may be collected by assessment of the members with the approval of a majority of the members present at any State Meeting.
Section 2.
Each Member Company shall pay an annual membership fee of Five Hundred Fifty Dollars ($550.00) and each Affiliate and Associate Member Company shall pay an annual membership fee of Four Hundred Fifty Dollars ($450.00) or as amended per Article XI, Section 1. All fees will be fully earned by the Association. The full fee will be charged for mid-term membership applications that are approved, however, a pro-rated fee may be permitted at the discretion of the Executive Committee.
Dues billings will be sent out by February 28 of the current membership year. Any Member, Associate Member, or Affiliate Member who has not paid their annual membership fee by June 30 of the current membership year will be dropped from the membership roster and removed from any direct Association communications.
ARTICLE XV: Audit of Accounts
Section 1.
The Association shall retain the services of an accountant to assist with any required tax documents. No formal CPA-prepared financial statement will be provided.
Section 2.
The Association shall, within forty-five (45) days of a written request from any Member or Associate Member, allow said Member to review the financial records of the Association or provide a copy of the most recent tax return.
ARTICLE XVI: Changes to the Bylaws
Section 1.
This instrument may be changed only:
- With two-thirds majority recommendation of the Executive Committee;
- At a Regular State Meeting of the Association;
- By two-thirds vote of all Members of the Association qualified to vote and in attendance at that Regular State Meeting of the Association;
- If notice of the proposed action, together with a copy of the desired change, shall have been filed with the Secretary fifteen (15) days prior to a State Meeting, and shall have been posted on the Association’s web site.