Carolina Update

The most recent issue of the Carolina Update newsletter issued by the North Carolina Land Title Association.

Bylaws

BYLAWS
OF NORTH CAROLINA
LAND TITLE ASSOCIATION
(Adopted August 14, 1993
Amended August 15, 1998,
Amended September 17, 2008
Amended August 8, 2010)

ARTICLE I
FISCAL YEAR

The fiscal year of the Association shall be from January 1 through December 31.

ARTICLE II
CERTIFICATES

The Association shall not issue stock, but may issue certificates evidencing membership in the Association.

ARTICLE III
MEMBERSHIP

  1. Regular Members        

    Any sole proprietorship, partnership, corporation or other business entity shall be eligible for membership in this Association as a Regular Member if the sole proprietorship, partnership, corporation or other business entity meets all of the following conditions.

    1. The sole proprietorship, partnership, corporation or other business entity is duly licensed by the State of North Carolina to:
      1. Underwriter Member
        Insure North Carolina real estate titles in accordance with the laws of the State of North Carolina, or
      2. Agent Member
        Issue assurances insuring North Carolina real estate titles in accordance with the laws of the State of North Carolina as an agent for a title insurer that is duly licensed by the State of North Carolina to insure North Carolina real estate titles.  However, if a title insurer and any agent of said title insurer are managed or effectively controlled by the same persons or share any common officer only the title insurer will be eligible for regular membership in this Association.
    2. The sole proprietorship, partnership, corporation or other business entity shall have management comprised of skilled and experienced personnel of sound character.
    3. The sole proprietorship, partnership, corporation or other business entity shall agree in writing to abide by all of the BYLAWS.
  2. Attorney Members

    Any person duly licensed to practice law in the State of North Carolina who is of sound character, who is not employed by one eligible for membership as a Regular Member and who is not eligible for membership him or herself as a Regular Member, shall be eligible for membership in this Association as an Attorney Member.  All Attorney Members shall be designated collectively as Attorneys.

  3. Associate Members

    Any person or vendor company affiliated directly or indirectly with the title insurance business, not otherwise eligible for membership as a Regular or Attorney Member, shall be eligible for membership in this Association as an Associate Member.

  4. Honorary Members

    Any person who has rendered outstanding service in furtherance of the objectives of this Association shall be eligible to election to Honorary Membership in this Association.

  5. Election of Membership
    1. Any person, sole proprietorship, partnership, corporation or other business entity so eligible for membership in this Association as a Regular Member, Attorney Member or Associate Member shall file with the Association a written application for membership in the class for which the applicant is eligible, together with a check in the appropriate amount, such application containing evidence satisfactory to the Executive Committee of said applicant's reputation for integrity, reliability and responsibility in all business and professional relationships, and of satisfaction of the requirements set out herein, including a promise to abide by all the Bylaws.  The Executive Committee shall approve or disapprove an application for membership at its next regular meeting after a  complete application has been received or as soon as deemed practical by the Executive Committee.
    2. Nominations for election of any person to Honorary Membership may be made by any Regular Member to the Executive Committee.

      The Executive Committee may approve the Honorary Membership nomination by unanimous vote of the Executive Committee or may submit the nomination to the membership of the Association for vote at the next Annual Meeting by majority vote of the Regular Members.

  6. Termination of Memberships
    1. Withdrawal

      Any member may terminate its membership in the Association by filing a written withdrawal from the Association with the President, but shall not be released by reason of such withdrawal from liability for arrears in dues, special assessments or other obligations to the Association.

    2. Any member whose business is taken over for conservation or liquidation by a duly constituted authority may, by action of the Executive Committee, be suspended from the membership in the Association for and during the period of such conservatorship or liquidation, and upon final liquidation of such business, the membership in this Association of such member shall thereupon cease and terminate.  If such taking over by adjudication shall become final prior to liquidation of the business of such member, the suspension shall cease.
    3. Grounds for Revocation

      The Executive Committee may upon its own motion or upon written complaint of any member of the Association at any duly and regularly called meeting of the Regular Membership and by majority vote of said membership revoke the membership of any member of the Association when such member is following practices, (i) the continuance of which the membership deems adverse to the best interest of the public and the objects of this Association, such as civil fraud or criminal acts involving moral turpitude, or (ii) in violation of the Code of Ethics incorporated herein as Article X or (iii) in violation of the obligation to pay in a timely fashion all dues, special assessments or other obligations owed to the Association.

      Any charge that the provisions of this section are being violated by a member shall be made by written complaint, setting out with reasonable certainty and detail facts constituting the alleged violation, and shall be filed by a member with the President of the Association.  A copy of the complaint so filed shall be sent by the President to the accused member, together with a notice that the Executive Committee shall hear the charges and that the member will have an opportunity to present a defense thereto at the meeting of the Executive Committee to be held on some specified date, which date must be at least 30 days after the member has received the copy of the complaint and the notification.  Thereafter, and on said date, the Executive Committee shall sit as a hearing board to consider the charges and defense, if any.  The Executive Committee shall determine, upon the evidence as presented at said hearing, whether or not the alleged violation has occurred.

      If the Executive Committee determines that there has been such a violation, it shall call a meeting of the regular membership to determine whether, by a majority vote,  the membership of the defending member shall be revoked, or some lesser steps to be taken.

ARTICLE IV
OFFICERS

Persons elected as officers by the membership shall also serve as directors.  Officers of the Association shall be:

  1. A PRESIDENT, who shall hold office for one year and until his successor is elected, who shall preside at all meetings of the Association and of the Executive Committee of the Association, who shall name the members of committees as provided for herein, and who shall supervise the general business of the Association.
  2. A VICE PRESIDENT, who shall hold office for one year and until his successor is elected, and who shall discharge the duties of the President in his absence or during his failure to act from any cause.
  3. A TREASURER, who shall hold office for one year and until his successor is elected, who shall act as controller of the receipts and disbursements of the monies of the Association.  He shall prepare and present to the Annual Meeting of the Association a report of receipts and expenditures for the past year.
  4. A SECRETARY, who shall hold office for one year or until his successor is elected, who shall maintain the records of this Association and the record of membership, and who shall perform the other functions associated with said office.

ARTICLE V
COMMITTEES

The Committees of this Association, their membership, duties and power shall be:

  1. An Executive Committee, to be composed of the President of the Association, the Immediate Past President, the Vice President, the Secretary, the Treasurer and one member at large who shall be elected by the Attorney Members, and who shall be designated as the Attorney's Section Representative.  A General Counsel, to be appointed by the President, and approved by the Executive Committee, shall serve as a non-voting member of the Executive Committee for a one year term. 
  2. The Executive Committee shall direct the activities of the Association: fill all vacancies in its own committee and in the offices of the Association occurring between annual meetings, except those vacancies to which appointments are to be made by the President; consider, revise and adopt the annual budget and apportion the amount thereof among, and collect the same from the members of the Association in such manner and in such proportions and at such time as the committee deems advisable; direct the activities of the Association in fulfilling the objects of the Association and furthering its purposes; arrange for and have charge of the program and other details of all meetings of the Association, and generally and in all other things manage, direct and carry into effect the affairs and business of the Association.

    The Executive Committee shall meet as soon as practical after the final adjournment of each annual meeting of the Association and shall meet from time to time throughout the year on the call of the President or upon one week's notice in writing signed by any two members of the Committee and mailed to each member of the Committee at the office of the company or agency with which he was affiliated at the time of his appointment.

    It shall be the duty of the President to preside at each meeting of the Committee, and three members present shall be necessary to constitute a quorum.

  3. A Nominating Committee, to be composed of the two most immediate past presidents of the Association whose membership is in good standing and the current president.  The Nominating Committee shall present a slate of officers to be voted upon by the Regular Members.
  4. A Legislative Committee, to be composed of Regular Members appointed by the President and approved by the Executive Committee. 
  5. Such other committees as may be from time to time established or appointed by the President and approved by the Executive Committee, which committee shall have such duties and perform such functions as may be specified.

ARTICLE VI
MEETINGS

  1. The Annual Meeting of the Association shall be held in convention upon the dates and at such place as shall be determined by the Executive Committee.  The President of the Association shall cause to be mailed a notice of the time and place of every meeting of the Association to each of its members at least thirty days before the opening date of the meeting.
  2. Special meetings of the Association may be called by the President or by a majority vote of the Executive Committee, on not less than ten days written notice, in which the time and place of the meeting and its purpose shall be set forth.

    2-A. Electronic Meetings

    Regular and Special Meetings of the Executive Committee may be held by electronic means (such as e-mail or other Internet communication systems, telephone conferences, video conferences, facsimile, etc.) subject to the following:

    1. A majority of the Assembly members shall have access to the appropriate electronic meeting media, as verified by their response to a call for any particular meeting.
      This majority shall constitute the quorum for the meeting and, once established, shall be assumed present until the meeting is adjourned.
    2. The technology used for the electronic meetings shall allow the members full access to and full participation in all meeting transactions either continuously or intermittently throughout the specified time of the meeting.
    3. The affirmative vote of a majority of the quorum shall be the minimum vote requirements for the adoption of any motion. A majority of the votes cast, or a greater proportion when otherwise required by these bylaws, shall be necessary for the adoption of motions.
    4. Procedural rules related to the conduct of electronic meetings shall be established and promulgated by the Executive Committee.
  3. The President, Vice President, Secretary and Treasurer shall be elected from the Regular Members who reside in North Carolina by vote of the majority of Regular Members present at the Annual Meeting of the Association.  All officers shall hold their respective offices from the time of their election until their successors have been elected.
  4. Each Regular Member shall have one vote at any meeting of the Association which may be cast by a delegate of the member.  Associate Members and Attorney Members are not entitled to vote at meetings of the Association.

All business of the Association shall be transacted by a majority vote of the Regular Members present and voting at a regular or special meeting.  A quorum shall be five (5) Regular Members.

ARTICLE VII
DUES AND SPECIAL ASSESSMENTS

Each Member of the Association shall pay to the Association such annual dues as may be fixed by the Executive Committee upon such basis as it deems equitable.  Each Regular Member of the Association shall pay to the Association special assessments as may be fixed by the Executive Committee upon such basis as it deems equitable.  Notice must be provided the Regular Members before the special assessment becomes fixed.  Notice shall be written and provided at least 20 days before the special assessment becomes fixed.

Honorary Members shall pay no dues or special assessments.

The President shall immediately, after such dues or special assessments have been fixed, cause to be mailed a schedule thereof to each member.

ARTICLE VIII
AMENDMENT AND ADOPTION OF BYLAWS

  1. These ByLaws may be amended at any meeting of the Association by a two-thirds vote of the membership represented at the meeting or at any time by the filing with the President of the Association of the written approval of two-thirds of the members of the Association in good standing and entitled to vote; provided, that any amendment purposed to be adopted by the approval in writing of two-thirds of the members of the Association shall have been submitted to the Executive Committee of the Association and approved by it; provided, however, that Articles I, II, V and IX may be amended by a two-thirds vote of the Board of Directors.  Any amendment which proposes a new Article on a matter not addressed by these ByLaws shall require a two-thirds vote of the membership as set forth in paragraph 1 of this Article.
  2. These ByLaws shall take effect upon adoption by the members.
  3. Notice of purposed amendments or revision shall be sent each member not less than thirty days prior to such next annual or special meeting.

ARTICLE IX
RULES OF ORDER

Roberts Rules of Order shall prevail at all meetings.

ARTICLE X
CODE OF ETHICS

The foundation of the American heritage of personal freedom is the widely allocated ownership and use of the land.  Upon the furtherance of that heritage, depends the survival and growth of free institutions and of our civilization.  The Land Title Profession is the instrumentality through which titles to land reach their highest accuracy and attain the widest distribution.

The Title Profession having become such a vital and integral part of our country's economy, there are imposed on each member of the North Carolina Land Title Association obligations above and beyond those customarily required of participants in ordinary commercial pursuits and a code of ethics higher and purer than ordinarily considered acceptable in the marketplace, to the fulfillment of which the Title Profession is dedicated.  Each member of the North Carolina Land Title Association shall be ever zealous to maintain and improve the quality of service in his chosen calling, and shall assume personal responsibility for maintaining the highest possible standards of business practices, and to those purposes shall pledge observance and furtherance of the letter and spirit of the following Code of Ethics.

FIRST

Governed by the laws, customs and usages of the respective communities they serve, and with the realization that ready transferability results from accuracy and perfection of titles, members shall issue abstracts of title or policies of title insurance only after a complete and thorough investigation, founded on adequate records and learned examination thereof, and shall otherwise so conduct their business that the needs of their customers shall be of paramount importance.

SECOND

Every member shall obtain and justifiably hold a reputation for honesty and integrity, always standing sponsor for his work intellectually and financially.

THIRD

Ever striving to serve the owners of interests in real estate, members shall endeavor (a) to facilitate transfers of title by elimination of delays and unnecessary exceptions and (b) to make their services available in a manner which will encourage transferability of title, provide adequately for obligations which they assume in connection therewith and afford a fair return on the value of services rendered and capital employed.

FOURTH

Members shall support legislation throughout the country which is in the public interest and will unburden real estate from unnecessary restrictions and restraints on alienation.

FIFTH

Members shall not engage in any unfair or deception acts or practices and shall conduct their business so as to promote the public interest and the continuing integrity and stability of the Title Profession.

SIXTH

Members shall support the organization and development of affiliated title Associations founded and maintained upon the Principles set forth in this Code of Ethics.

SEVENTH

Any matter of an alleged violation of the principles set forth in this Code of Ethics may be submitted to the Executive Committee of the North Carolina Land Title Association.

ARTICLE XI
INDEMNIFICATION

  1. INDEMNIFICATION PERMITTED.
    1. The Association may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association), by reason of the fact that he or she is or was a director, officer, employee, or agent of the Association or is or was serving at the request of the Association as a director, officer, employee, or agent of another Association, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if he or she has acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Association, and with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful.
    2. The Association may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Association to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, fiduciary, or agent of another Association, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, not opposed to, the best interests of the Association; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of duty, unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.
  2. INDEMNIFICATION REQUIRED.  To the extent a director, officer, employee, fiduciary, or agent of the Association has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 1 of this Article, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith, as provided in N.C.G.S. 55A‑17.2.
  3. DETERMINATION OF PERMITTED IDENTIFICATION.  Any indemnification under Section 1 of this Article (unless ordered by a court), and as distinguished from Section 2 of this Article, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 11.1 above.  Such determination shall be made by the board of directors of the Association by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the members of the Association.  Upon making such a determination, the board of directors shall promptly give notice of the details of the determination to all members.
  4. ADVANCEMENT OF EXPENSES.  Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized in Section 2 and 3 of this Article upon receipt from the director, officer, employee, fiduciary, or agent of a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 1 above, and upon receipt of an undertaking by, or on behalf of, the director, officer, employee, fiduciary, or agent to repay such amount unless it is ultimately determined that he or she is entitled to be indemnified by the Association as authorized in this Article.
  5. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of members of the Association or disinterested directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors, and administrators of such a person.  In addition to indemnification rights granted under this Article, and not in lieu hereof, those indemnified hereunder shall be entitled to the same rights with respect to indemnification as are provided by statute under N.C.G.S. sections 55A-17.1, 55A-17.2, and 55A-17.3.
  6. INDEMNIFICATION IN CRIMINAL ACTIONS.  No indemnification shall be made in respect of any criminal action or proceeding unless and only to the extent that the court in which such action or proceeding was brought shall determine upon application that, despite the adjudication of guilt, but in view of all the circumstances of the case, such person is entitled to indemnification for such expenses or fines which such court shall deem proper.
  7. PERIOD OF INDEMNIFICATION.  Any indemnification pursuant to this Article shall be applicable to acts or omissions which occurred prior to the adoption of this Article, and shall continue as to any indemnified party who has ceased to be a director, officer, employee, fiduciary or agent of the Association and shall inure to the benefit of the heirs and personal representatives of such indemnified party.  The repeal or amendment of all or any portion of these Bylaws which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the Association to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.
  8. INSURANCE.  By action of the board of directors, notwithstanding any interest of the directors in such action, the Association may, subject to Section 11 hereof, purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any person indemnified hereunder against
    any liability asserted against him or her and incurred by him or her in his or her capacity of or arising out of his or her status as an agent of the Association, whether or not the Association would have the power to indemnify him or her against such liability under applicable provisions of law.  The Association may also purchase and maintain insurance, in such amounts as the board may deem appropriate, to insure the Association against any liability, including without limitation, any liability for the indemnifications provided in this Article.
  9. RIGHT TO IMPOSE CONDITIONS TO INDEMNIFICATION.  The Association shall have the right to impose, as conditions to any indemnification provided or permitted in this Article or otherwise, such reasonable requirements and conditions as the board of directors may deem appropriate in each specific case, including but not limited to any one or more of the following:  (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the person to be indemnified and to the Association; (b) that the Association shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; (c) that any and all directors and officers liability insurance proceeds available be exhausted prior to the Association's expenditure of corporate funds for indemnification; and (d) that the Association shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person's right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Association.
  10. RELIANCE.  Any person who at any time after the adoption of these Bylaws serves or has served in the aforesaid capacity for or on behalf of the Association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein.  Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Article.LIMITATION ON INDEMNIFICATION.  Notwithstanding any other provision of these Bylaws, the Association shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the Association as an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code or would result in imposition of tax or liability under section 4941 of the Internal Revenue Code.

ARTICLE XII
CONFLICT OF INTEREST

  1. CONFLICT DEFINED.  A conflict of interest may exist when the interests or concerns of any director, officer, or staff member may be seen as competing with the interests or concerns of this Association.
  2. DISCLOSURE REQUIRED.  Any possible conflict of interest shall be disclosed to the board of directors by the person concerned.  When any conflict of interest is relevant to a matter requiring action by the board of directors, the interested person shall call it to the attention of the board of directors or its appropriate committee and such person shall not vote on the matter; provided however, any director disclosing a possible conflict of interest may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof.
  3. ABSENCE FROM DISCUSSION.  The person having the conflict shall retire from the room in which the board or its committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration.  However, that person shall provide the board or committee with any and all relevant information.
  4. MINUTES.  The minutes of the meeting of the board or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote.  When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the board of directors or its committee, excluding the person concerning whose situation the doubt has arisen.
  5. ANNUAL REVIEW.  A copy of this conflict of interest statement shall be furnished each director, officer, and staff member who is presently serving the Association, or who may hereafter become associated with the Association.  This policy shall be reviewed annually for the information and guidance of directors, officers, and staff members.  Any new directors, officers, or staff members shall be advised of this policy upon undertaking the duties of such office.

ARTICLE XIII
SEAL

The seal of the Association shall be circular in form and shall bear the name of the Association, the year of its incorporation and such other device or inscription as shall be determined by the board of directors.

Adopted, this the 14th day of August, 1993.

____________________________________
President

ATTEST:

_______________________________
Secretary

\BYLAWS.LT  8/14/93

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