NAME AND LOCATION
The name of the association is Professional Bondsmen of Texas (hereinafter PBT).
The principal office of PBT and location of PBT shall be at the office of the elected Secretary or as otherwise directed by the Board of Directors.
MEMBERSHIP QUALIFICATIONS AND ELIGIBILITY
To be eligible to be a Full Member of PBT an individual must:
2.11Be licensed in the State of Texas by their County Bail Bond Board to sign bail bonds as first surety; or,
2.12In counties that do not have bail bond boards, be authorized by their county sheriff to sign bail bonds as first surety; or,
2.13Must be authorized to sign bail bonds as an agent for an insurance company licensed or authorized to execute bail bonds in the State of Texas; or
2.14Be affiliated either in a legal or managerial capacity with an insurance company described above; except that,
2.141Not more than one (1) such person from each insurance company may be a Full Member at any one time; or,
2.15Have been actively employed by a bonding company for at least three (3) years and be recommended by his or her employer who is a Full Member of PBT, except that,
2.151This individual may vote as a Full Member but cannot hold elected office.
An Associate Member may be anyone who is not eligible to become a Full member of PBT.
2.21The Associate Member cannot hold office or vote in membership meetings.
2.22An Associate Member may attend all open meetings and participate in discussions of questions before the meeting.
2.23Associate Members may be appointed to any committee and can participate and vote on questions before the committee.
2.3HONORARY LIFE MEMBER
2.31Honorary Life membership may be bestowed upon an appropriate person.
2.311Upon the recommendation of a 2/3rd vote of the Board of Directors present and voting; and
2.312By a 2/3rd vote of the general membership present and voting at the
2.32Honorary Life Members have the rights of a Full Member.
2.33Honorary Life Members are excused from the payment of dues and registration fees for all PBT meetings.
2.4ADDITIONAL REQUIREMENTS FOR FULL OR ASSOCIATE MEMBERS
In addition to any other requirements, all applicants for Full or Associate membership shall:
2.41Be recommended by one PBT Board Member and one PBT Full Member neither of whom may be related by blood or business to the applicant; and,
2.42Tender their dues with their application.
2.51Full and Associate membership in PBT (starts on the "date joined" as their annual fiscal membership renewal date.)
2.52Dues are due and payable on the first day of each (member's annual "fiscal membership renewal join date".)
2.53Annual dues will be set by the Board.
2.531Shall not exceed $600.
2.532Associate Member dues shall be 50% of Full Member dues unless otherwise specified by the Board.
3.1BOARD OF DIRECTORS
3.11The Board of Directors of PBT will consist of five officers (the President, a Vice President, a Secretary, a Treasurer, a Parliamentarian) and fourteen Directors.
3.12The direction and management of PBT and the control and disposition of the properties and funds shall be vested in the Board of Directors.
3.121The Board may, subject to the provisions of these bylaws, from time to time adopt such Policies and Procedures deemed necessary to fulfill its duties.
3.13The Board has the authority to override any decision or suggested action of all committees and officers.
3.14No individual shall qualify to serve or run for any office or director position of the governing body if they are related with the second-degree consanguinity or affinity to anyone serving as an officer or director and work within the same business enterprise as the officer of director, regardless of whether the individual is authorized by a sheriff or bai bond board to sign as first surety or authorized by an insurance company to sign as an agent. The section does not apply to any individual currently serving as either an officer or director as of the date when this section is approved, amending the By-Laws.
3.2RESIGNATIONS AND ABSENCES OF OFFICER OR DIRECTOR
3.21An officer or director may submit a written resignation to the Board. Upon receipt accepted by the Board that member will be replaced as specified herein.
3.22Absences from three (3) consecutive meetings of the Board of Directors shall constitute a resignation unless the officer or director has been granted a leave of absence by the Board.
3.23An officer or director may request a leave of absence for sufficient reason, such as illness. His/her request may be granted or denied at the sole discretion of the Board.
3.24The Board shall notify the individual whose office has been vacated for absence and replace him or her as specified herein.
3.3VACANCIES OF A DIRECTOR
In the event a board seat other than that of an officer, for any reason becomes vacant, an election will be held at a meeting of the Board of Directors following the vacation of that seat.
3.31The President will accept nominations from the Board Members and conduct an election to fill the vacant seat.
3.32Only Board Members may vote in this election.
3.33The newly elected Director shall complete the term of the Director replaced.
DUTIES AND VACANCIES OF OFFICERS
4.11The President shall:
4.111Preside at all meetings of the Board of Directors and of the general membership.
4.112Serve as the chief executive officer of the PBT and, subject to the control of the Board, have general charge and supervision of the administration of the affairs and business of the PBT.
4.113Ensure that all orders and resolutions of the Board are carried into effect.
4.114Sign and execute all legal documents and instruments in the name of the PBT when authorized to do so by the Board and perform such duties as may be assigned from time to time by the Board.
4.115Submit to the Board plans and suggestions for the work of the PBT, direct its general correspondence, and present his/her recommendations in each case to the Board for decision.
4.116Submit a report of the activities and business affairs of PBT at each Annual
Meeting and at other Meetings of the general membership and at other times
when called upon to do so by the Board.
4.12Within thirty (30) days of relinquishing the office, it shall be the duty of
the past President to complete any uncompleted business and ensure that all
property, records, accounts, and assets of PBT are safely and accurately
transferred to his/her successor. The past President shall assist the new President
as needed to insure a smooth transition.
4.21The Vice-President shall:
4.211Discharge the duties of the President in the event of his/her absence or disability.
4.212Perform such additional duties as may be prescribed from time to time by the Board or the President.
4.22In the event the office of the President is vacated for any reason, the Vice President will fill the office of President for the unexpired term and the office of Vice President will be declared vacant.
4.31The Secretary shall:
4.311Be responsible for the records and correspondence of the PBT under the direction of the President.
4.312Ensure that notice is given and attend all meetings of the Board.
4.313Discharge such other duties as shall be assigned by the President or the Board.
4.314Submit at each meeting typed minutes from the previous meeting of both the Board of Directors and the General Membership and of any special or emergency meeting of either body.
4.315Maintain and have available to PBT members, in a format approved by the Board a record of Policies and Procedures adopted by the Board.
4.32In case of the absence or disability of the Secretary, the President with the approval of a majority of the Board, may appoint an acting Secretary to perform the duties of the Secretary during such absence or disability.
4.33Within thirty (30) days of relinquishing the office, it shall be the duty of the past Secretary to complete any uncompleted minutes or other business and ensure that all records are safely and accurately transferred to his/her successor.
4.41The Treasurer shall:
4.411Maintain an accurate account of all monies, credits, and property of the PBT
which shall come into his/her hands, and keep an accurate account of all monies
received and disbursed.
4.412Be custodian of all funds and securities of the Association and shall deposit the
same in such banks or depositories as the Board shall designate unless otherwise
ordered by the Board.
4.413Maintain proper books of account and other books showing at all times the
amount of the funds and other property belonging to the PBT, all of which shall be
open at all times to the inspection by the Board or to any other Full Member in
4.414Submit a report of the accounts and financial condition of the PBT at all meetings
of the general membership and of the Board of Directors and any other time
directed by the Board.
4.415Disburse, under the direction of the Board, all monies and sign all checks and
other instruments drawn on or payable out of the funds of the PBT, which checks,
however, may also be required by the Board to be signed by the President, Vice
President, or such member of the Board as the Board shall designate.
4.416Execute such transfers and alterations in the securities of the PBT as may be
ordered by the Board.
4.42In general, the Treasurer shall perform all the duties which are incident to the office of Treasurer, subject to the directions of the Board, and shall perform such additional duties as may be prescribed from time to time by the Board or the President.
4.43In case of absence or disability of the Treasurer, the President, with the approval of a majority of the Board, may appoint an acting Treasurer to perform the duties of the Treasurer during such absence or disability.
4.44Within thirty (30) days of relinquishing the office, it shall be the duty of the past Treasurer to complete any uncompleted business and ensure that all records, accounts, and assets of PBT are safely and accurately transferred to his/her successor. The past Treasurer shall assist the new Treasurer as needed to insure a smooth transition.
4.51The Parliamentarian shall:
4.511Render a judgment in the event of a dispute or question concerning parliamentary
procedure or interpretation of PBT Bylaws or Policies.
4.52PBT will be governed by Robert's Rules of Order and the Parliamentarian shall refer to them for the resolution of any question not addressed by the Bylaws or Policies.
4.53Any judgment or ruling of the Parliamentarian may be immediately appealed to the Board of Directors and may be overruled by a 2/3rd vote of Board members present at that meeting.
4.531The judgment or ruling of the Board is final and not subject to appeal.
4.6VACANCIES OF OFFICERS
In the event of a permanent vacancy of the office of any officer except that of President, an election will be held at a meeting of the Board of Directors following the vacation of that office.
4.61The President will accept nominations from Board Members and conduct an election to fill the vacant office.
4.62Only Board members may vote in this election.
4.63The newly elected officer shall complete the term of the officer replaced.
4.7REMOVAL OF AN OFFICER
Any officer or director of PBT may be removed from office with or without cause upon an affirmative vote of at least 13 members of the Board at any regular or special meetings of the Board.
4.71Notice of this proposed vote must be given in accordance with these Bylaws.
4.72Upon a notice of a proposed vote to remove the President, the President shall relinquish the chair and the Vice President shall preside.
4.73The Board will convene in Executive Session to consider the removal of an officer or director.
4.74The method of voting will be by secret ballot.
4.75Upon removal of an officer or director that office will be declared vacant.
YEARS OF ELECTION AND TERMS OF OFFICERS AND DIRECTORS
5.11The officers of PBT will be elected by the general membership at each Annual Meeting held in odd numbered years.
5.12Each officer will be elected to serve a two-year term.
5.13Officer's terms of office will begin immediately upon the conclusion of the Annual Meeting at which he/she was elected.
5.21The fourteen (14) Directors will be elected for two-year terms, or until their successors are elected.
5.22Their terms will begin at the conclusion of the Annual Meeting at which they were elected.
5.23Each Director's seat will be numbered one (1) through fourteen (14).
5.24Directors' terms will be staggered by holding elections for seats one (1) through seven (7) at the Annual Meeting in odd numbered years and holding elections
for seats eight (8) through fourteen (14) at the Annual Meeting in even numbered years.
VOTING REQUIREMENTS AND CONDUCT OF ELECTIONS
6.1WHO MAY VOTE
Full Members may vote in all elections and on any other matters providing that:
6.11They are physically present at the meeting or election; and,
6.12Their current year dues are paid in full; except that,
6.121In order to vote at the Annual Meeting, dues must be paid in full
(60 days prior to elections at the Annual meeting.)
6.2METHODS OF VOTING BY GENERAL MEMBERSHIP
6.21All elections for officers and directors will be held by secret ballot.
6.22Amendments to the Bylaws will be voted on by secret ballot.
6.23All other matters and questions which may be brought before the general membership for a vote may be by voice vote, show of hands or secret ballot at the discretion of the President.
6.3NOMINATIONS AND ELECTION OF OFFICERS
6.31A nominating committee consisting of the seven (7) Directors, whose term doesnot end in the current year, will be appointed as a Special Committee by the
6.311Any member of this committee who wishes to run for office must resign from the committee and no replacement can be appointed.
6.312This committee will nominate one (1) person for each office.
6.32Nominations may be made by Full Members from the floor.
6.33The President will be elected first, then the Vice President, Secretary, Treasurer, and Parliamentarian will be elected in that order. Nominating speeches for each
candidate will be allotted three minutes total for themselves and anyone that wishes to speak in favor of their nomination.
6.34In the event that no candidate receives a majority of the vote on the first ballot, a runoff election shall be held between the two candidates who received the most votes, unless one candidate chooses to withdraw their name, or the two candidates decide to cast lots for the office. Nominating speeches for each candidate may be held prior to the respective runoff election in the same manner as the original election, except that e ach candidate will be allotted two minutes total.
6.4NOMINATIONS AND ELECTION OF DIRECTORS
6.41The Nominating Committee will recommend one (1) person for each of the
seven (7) Director seats which are up for election.
6.42Nominations may be made by Full Members from the floor.
6.43When nominations have ceased, nominating speeches for each candidate may be held prior to the election. Each candidate will be allotted two minutes total for themselves and anyone that wishes to speak in favor of their nomination.
6.44In the event more than seven names have been placed in nomination, the seven (7) names receiving the most votes will be the elected by plurality.
6.45One (1) vote will be taken , using a secret ballot which will provide one (1) space for each of the seven (7) Directors being voted on.
6.46Each voting member will mark his or her ballot by writing seven different names in the spaces provided from the list of nominees for each of the seven (7) seats.
6.47In the event of a tie, there shall be a runoff between those individuals unless any candidate(s) choose to withdraw their name(s) not requiring a runoff. Nominating speeches for each candidate may be held prior to the respective runoff election in the same manner as the original election, except that each candidate will be allotted one minute total.
6.48Any ballot marked with a nominee's name more than once, marked with a name not included on the list of nominees, or does not mark all seven (7) spaces shall be considered spoiled and shall not be counted.
The Annual Meeting of PBT shall be held in the fourth quarter of each calendar year.
7.11The place and time shall be determined by the President.
7.12The Secretary of PBT shall insure that at least ten (10) days' notice of such meeting and the Agenda to be considered is given by posting on the PBT website or as directed by the Board.
7.2ADDITIONAL MEMBERSHIP MEETINGS
In addition to the Annual Meeting, there may be up to three (3) meetings of the general membership if so designated by the Board.
7.21The place and time shall be determined by the President.
7.22Notice shall be given as specified for the Annual Meeting.
7.3BOARD OF DIRECTORS MEETINGS
The regular meetings of the Board of Directors may be held up to four (4) times a year, if so designated by the Board.
7.31The place and time shall be determined by the President.
7.32Notice shall be given as specified for the Annual Meeting.
7.33Regular meetings of the Board may be open to members of PBT as well as invited guests subject to Policies and Procedures adopted by the Board.
7.34The Board may meet in Executive Session to consider personnel and litigation matters upon a majority vote of the Board unless otherwise specified herein provided further that all votes by the Board shall be in open session.
The President may, at his/her discretion, set a quarterly meeting, the Annual Meeting, or a regular meeting of the Board of Directors thirty (30) days prior to or thirty (30) days after the quarter in which the meeting is designated to be held.
The President will prepare an agenda for each meeting of the general membership including the Annual Meeting and for each regular meeting of the Board of Directors. 7.51Items for consideration by the Board of Directors shall be placed on the agenda of any Board meeting by any Board Member if it is submitted to the President at least fourteen (14) days prior to the meeting.
7.52Items to be added to the agenda of any meeting of the general membership must be submitted to the President for his/her approval at least fourteen (14) days prior to the meeting.
7.521The President shall notify the individual submitting the agenda item and the Secretary within twenty-four (24) hours of submission if he/she rejects an item that has been submitted.
7.522The individual submitting the agenda item may appeal the President's decision and if he can secure the approval of three (3) members of the Board, the President's disapproval shall be overridden and the item will be placed on the agenda.
7.6SPECIAL MEETINGS OF THE BOARD
7.61Special meetings of the Board of Directors will be held at the call of the President or upon written request of any two (2) members of the Board.
7.611Such requests shall specify the purpose of the meeting and shall be directed to the President.
7.62Special Board meetings may be held by conference call or other such means as approved by the Board.
7.63All Board members shall be notified of the purpose of the meeting and time and place (or call-in information if by conference call) not less than
twenty-four (24) hours prior to the meeting by phone, fax, or email.
7.64The Board may meet in Executive Session to consider personnel and litigation matters upon a majority vote of the Board unless otherwise specified herein provided further that all votes by the Board shall be in open session.
7.7SPECIAL MEETINGS OF THE GENERAL MEMBERSHIP
7.71Special meetings of the general membership may be called only by a 2/3 vote of the Board of Directors.
7.72Notice of special meetings of the general membership shall be given as specified for the Annual Meeting.
7.81The quorum for a meeting of the general membership shall be those Full Members who are in attendance and qualified to vote.
7.82The quorum for a meeting of the Board of Directors shall be a majority of the
members of the Board, which is ten.
7.821At any meeting of the Board of Directors at which a quorum is not present, no
business may be transacted by the Board until a quorum is attained.
The Standing Committees of PBT shall be authorized by the Board of Directors or as specified herein and may include but not limited to:
Legal and Grievance
Program and Speaker
8.11Each Standing committee shall consist of a minimum of three (3) members.
8.12The President will appoint the chair and members of all Standing committees with approval of a majority of the Board unless otherwise specified herein.
8.13The Legislative Committee shall include all past Presidents of PBT who have remained continuously active members of PBT.
8.14The Treasurer of PBT shall be a member and Chair of the Budget Committee.
8.15The chairs and members of all Standing committees shall serve at the pleasure of the President unless otherwise specified herein, except that,
8.151All appointments to Standing committees expire upon expiration of the term of the President making the appointment.
The President may, with the approval of a majority of the Board, appoint such Special committees and their chair as he/she deems necessary.
8.21Special committee appointments and the life of the Special committee shall be for the duration of time set forth in the appointment, or until the task or objective for which the Special committee was appointed is accomplished.
8.22The chairs and members of all Special committees shall serve at the pleasure of the President.
8.3POWERS AND DUTIES OF COMMITTEE CHAIRS
8.31Committee chairs shall report their activities to the Board as directed by the President.
8.32The committee chair shall:
8.321Have authority to call such committee meetings and by such means as he/she deems appropriate.
8.322Determine who, in addition to committee members, may attend and/or participate in committee meetings.
9.1The fiscal year of PBT shall begin on the first day of January and end on the thirty-first day of December of each calendar year.
AMENDMENTS TO THE BYLAWS
10.1Amendments to the By Laws may be made as follows:
10.11Upon a recommendation of the Board of Directors which has been approved by a 2/3 vote of the Board; and,
10.12Upon a 2/3 vote of the voting members present at any meeting of the general membership.
10.2The Secretary shall insure that notice of a vote on a proposed amendment and information on where the proposed amendment may be viewed is sent to each Board Member by mail, email, or facsimile transmission at least thirty (30) days prior to the Board Meeting at which the vote is to occur.
10.3The Secretary shall insure that notice of a vote on a proposed amendment and information on where the proposed amendment may be viewed is sent to each Full Member by mail, email, or facsimile transmission at least thirty (30) days prior to the general membership meeting at which the vote is to occur.
10.4Proposed Amendments to the Bylaws must be posted on the website at least thirty (30) days prior to the meeting at which the Amendment will be voted on by the general membership.
11.1Notice of a motion to dissolve shall be the same as for amendments to the By-Laws.
11.2A motion to dissolve PBT shall be submitted to the Board prior to the required Notice to be submitted.
11.3A motion to dissolve shall be voted on by the general membership at a meeting of the general membership.
11.4A motion to dissolve requires a 70% vote of the full members present to vote at the meeting of the general membership.
11.5Assets held by PBT after a vote to dissolve PBT has been approved shall be distributed consistent with applicable Federal law for tax-exempt entities at the time of the dissolution.
11.51If a 501(c) Texas State Bondsmen Organization exists, the fund shall go to it. If one does not, then to a tax-exempt national bondsman organization which qualifies under Federal law, if none exist to another 501(c) organization in Texas.
PBT Officers Witnessed:
Print: Mike Byrd President PBT
Print: Irma Montemayor PBT Secretary