I

NAME

The name of the organization shall be THE SURETY ASSOCIATION OF ILLINOIS, hereinafter referred to as the “Association”.

  Article II

SCOPE OF ACTIVITY  

The Association may act in furtherance of its objects, (A) with respect to any kind of suretyship (including fidelity and surety) bonds and undertakings, and forgery insurance and any subdivision thereof which is authorized by this Constitution or a regulation issued hereunder, and (B) in such places and in such manner as it may be determined by this Constitution or a regulation issued hereunder.

  Article III

  OBJECTS

The association shall be voluntary, non-profit, unincorporated association of companies engaged in the business of suretyship and in conformity with the law shall:

(A)   Promote understanding among its members;

(B)   Provide a forum for the discussion of problems of common interest to its members;

(C)   Serve as a medium for the collection and dissemination of information which will enhance conduct of the business of suretyship;

(D)   Provide a central facility for the correspondence with other organizations and public bodies;

(E)    Do anything necessary or appropriate for the accomplishment of the objectives herein set forth.
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Article IV

MEMBERSHIP

1. Any Company engaged in suretyship in the State of Illinois, with an underwriting office in the State of Illinois may be elected as a Member upon its application.

2. Election to the Membership shall be by affirmative vote of a majority of all members of the Association.

3. A Member may resign from the Association at any time for any reason, provided the resignation is submitted in writing to the president thereof, at least ten (10) days before the resignation is to become effective.

4. The Association shall be the judge of the qualifications of its Members, but no Member shall be expelled, except for reasonable cause and by a majority vote of all Members of the Association.

5. Upon termination of Membership of any Member of the Association for any reason or cause whatsoever, such Member shall have no rights whatever to any assets of the association.

6. Any person in the direct employ of a Member (company) shall in his individual capacity be eligible to individual membership in the Association, provided that two or more individuals representing the same member (company) shall be voting only be entitled collectively to cast one (1) vote, and the Member (company) so represented shall designate in writing the individual entitled to cast such vote.  Ant Member may change the designated voting individual at any time.
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Article V

  MEMBER COMPANIES UNDER THE SAME MANAGEMENT

For the purpose of (A) requesting a meeting of the Association or any committee thereof, or a review of the action of any committee, or (B) of voting or taking other action at any meeting of the Association or any committee thereof, or (C) of determining a quorum at any meeting, or (D) of serving on any committee of the Association, two or more Member companies under the operation of the same management shall be deemed to be one Member.
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Article VI

MEETINGS OF THE ASSOCIATION

1. ANNUAL MEETING: An Annual Meeting of the Association shall be held in Chicago, each year in the month of November.

2. REGULAR MEETINGS: Regular Meetings shall be held at least once each calendar quarter.

3. SPECIAL MEETINGS: Special Meetings of the Association may be called at any time by the President of the Association after consultation with the Executive Board and with the unanimous consent of the other officers of the Association, or at any time upon the written request of ten (10) Members.

4. EXECUTIVE BOARD MEETINGS: Meetings of the Executive Board of the Association will be held upon call by the Chairperson or a majority of the Board Members.

5. CHAIRPERSON AND VICE-CHAIRPERSON: At any meeting of the Association or its Executive Board, the President of the Association at the time of such meeting shall be the Chairperson of that meeting, and shall preside.  In the President's absence, the Vice-President of the Association shall preside, fulfilling the duties and responsibilities as Vice-Chairperson.

6. QUORUM AND VOTING:

(A)   A quorum shall consist of a majority of the voting strength of all Members.

(B)    All Members shall be entitled to vote on all matters.  Action may be taken only upon affirmative vote of a majority of the voting strength of the Members present and voting or upon a majority vote of all members of the Association if the vote is by mail.

(C)    A poll vote may be called for in any meeting of the Association or any committee thereof, upon request of any one Member.

(D)   Voting by proxy shall be permitted.

7. CALL: Any Regular Meeting shall be deemed properly called when all Members have been notified of such meeting ten (10) days prior to its convening.  Special Meetings and Executive Board Meetings shall be deemed properly called when all Members have been given at least one (1) days notice.

8. ROLL: The Roll of any Company Membership will be the first order of business at all meetings of the Association and committees thereof, and shall be recorded in the minutes of the meeting by the Secretary of the Association or dully-appointed committee scribe.  Member Company's designated voting attendee shall answer roll with the number of persons attending from that Member Company.
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Article VII

  OFFICERS

1. The Officers of the Association shall be a President, a Vice-President, a Secretary, and a Treasurer.

2. The Officers shall be elected by a majority vote of all Members.

3. The Officers shall serve a term of two years from the Annual Meeting announcing their election or until their successors are elected.

4. An elected Officer may be recalled at any time by an affirmative vote of a majority of the Members present and voting at a Regular or Special Meeting of the Association.

5. A vacancy in the office of President shall be filled by the Vice-President, who shall serve as President for the remainder of the term.

6. A vacancy in an elective officer other than the President, shall be filled in accordance with the provisions of Article XI hereof.
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Article VIII

DUTIES OF OFFICERS

1. In conformity with this Constitution, the Officers shall have general supervision over the affairs of the Association and shall make such regulations and rules as it may deem necessary in connection therewith.

2. The Officers may take such action as they may deem necessary, at the request of a Member of the Association, upon any matter, which under the terms of this constitution does not require the action by the Association; such action is subject to prior consultation with the Executive Board, and final review by the Members of the Association.

3. The Officers of the association shall also perform such other duties as commonly pertain to their respective offices and as heretofore and thereafter mentioned in this Constitution.

4. The President shall preside at all meetings of the Association, and the Executive Board, and be responsible to the Members for the management of the Association.

5. The Vice-President shall perform the duties of the President, when the latter is absent from meeting of the Association or Executive Board.  The Vice-President is responsible to the President of the Association.

6. The Secretary shall keep the minutes of all Association Meetings; shall be the custodian of its records; shall conduct the correspondence of the Association.  The Secretary of the Association is responsible to the President.

7. The Treasurer shall collect, hold, disburse and account for the funds of the Association in such a manner as the Association may prescribe.  The Treasurer is responsible to the President and Membership of the Association.
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Article IX

  COMMITTEES

1. EXECUTIVE BOARD

(A) There shall be an Executive Board consisting of not less than eight (8) or more than twelve (12) Members.

(B) The Executive Board Membership shall consist of the Officers of the Association and the most recent past-President of the Association.  The remaining Members of the Board shall consist of four (4) to eight (8) Bond Underwrites of Member Companies.

(C) Election to membership shall be by a majority vote of Members taken at the same time the Officers are elected, and shall be announced at the annual Meeting.

(D) Election shall be for a period of two years or until successors are elected.

(E) Vacancies in the Executive Board, which occur between Annual Meetings, shall be filled for the unexpired term by a majority vote of the remaining Members of the Board.

(F) Members of the Association not elected to membership on the Executive Board shall be entitled to be present at meetings of the Board with the privilege of the floor but without vote on advisory matters.

2. ADVISORY COMMITTEES

(A) Advisory Committees shall be appointed at the request of five (5) Members, and shall consist of not less than three (3) Members.

(B) Actions of any such Committee shall be preceded by consultation with the Executive Board and reviewed by the Association at the request of any Member, but the action of anysuch Committee shall be effective until reversed by a majority vote of Members present at a Regular or Special Meetings.

(C) Members of the Association not elected to Membership on the Advisory Committees shall be entitled to be present at meetings of such Committees with privileges of the floor, but with out vote.

3. NOMINATING COMMITTEE

(A) There shall be a Nominating Committee of not less than three (3) nor more than five (5) voting Members of Member Companies.

(B) The Nominating Committee shall consist of Members other than Officers or Executive Board Members.

(C) Members of the Nominating Committee shall be elected by a majority vote of the Executive Board for a term of two (2) years or until their successors are elected.

(D) Vacancies shall be filled by a majority vote of the Executive Board.

(E) Election of the Nominating Committee shall take place as soon as practical but in no event later than June 30.

4. OTHER COMMITTEES

Other Committees may be appointed by a majority vote of the Members present at the Regular Meeting, as is deemed necessary to carry on the work of the Association.

5. QUORUM AND VOTING

A majority of any Committee shall constitute a quorum.  Each Committee member shall have one vote.  Action may be taken by a Committee only upon affirmative vote of a majority of all Committee Members present and voting or upon a majority vote of all Committee Members if the vote is by mail.

6. MEETINGS

Meetings of Committees other than the Executive Board shall be held at the call of the Chairperson of such Committee or a Majority of the Members of any such Committee.

7. RESPONSIBILITY

All Committees of the Association shall be responsible to the Association.
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Article X

POWERS AND DUTIES OF THE EXECUTIVE BOARD

In conformity with the Constitution, the Executive Board shall serve as an advisory group to the Members and Officers of the Association.
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Article XI

  NOMINATION OF OFFICERS AND EXECUTIVE BOARD

1. The Nomination Committee will seek to find persons who express an interest in a nomination.  Names of interested persons may be submitted to the Committee by any individual Member if made in writing to any Committee Member on or before August 1.

2. Upon completion of its search and review of qualifications, the Nominating Committee shall make a written report to the Executive Board no later than August 15.

3. The slate of Nominees chosen by the Nomination Committee shall constitute the regular ticket jointly and the regular candidate severally.

4. The Executive Board shall present the Membership with the slate chosen, by sending written notification thereof, 30 days prior to the meeting preceding the Annual Meeting.

5. Any Voting Member of the Association may, at the meeting preceding the Annual Meeting, propose a motion to nominate a ticket or a candidate in opposition to the regular ticket, provided said Voting Member has notified the Executive Board of its intent to do so within ten (10) days of receipt of the written notice of the regular ticket.  In order to place the proposed nomination on the ballot, the motion must be seconded.

6. All Nominations must be accepted by a majority vote of all Voting Members present and voting at the meeting preceding the Annual Meeting. Voting by written proxy shall be allowed.

7. The election shall be held at the meeting preceding the Annual Meeting with control passing to the new officers at the Annual Meeting.  Voting by written proxy shall be allowed.

8. In the event of a vacancy in any elective office other than the Presidency, the nominating committee will meet as soon as possible after such vacancy occurs to select a candidate to fill the office fir the balance of the term until the next annual meeting.  The name of the candidate shall be submitted to the Executive Board, which will then send written notification to the membership.  An Alternative Candidate may be submitted in accordance with Article XI, Section 5.  The Executive Board may then prepare a ballot to be mailed to the membership.  A majority vote from the respondents shall constitute election.
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Article XII

  BY-LAWS, RULES, REGULATIONS

The Association may adopt, amend, or rescind such By-Laws, Rules, and Regulations as it may deem advisable; provided, however, that no such action shall conflict with this Constitution, or with the laws of any State having jurisdiction over any of the activities of the Association.
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Article XIII

COMPLAINTS

Any Member may make a complaint against any other Member for any alleged violation of the constitution or By-Laws, Rules, and Regulations of the Association.  Such complaints shall be referred to the Members for action at the next Regular Meeting.
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Article XIV

EXPENSES AND FEES

1. No expense that cannot be met by the entrance fees and dues shall be incurred the Association except with the consent of two-thirds of all voting Members.

2. Each Member Company shall pay an entrance fee and annual dues.  The amounts of these assessments shall be determined by majority vote of the members present and voting at the December Regular Meeting.  The entrance fee will be assessed once, upon acceptance into the Association as a Voting Member Company.
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  Article XV

AMENDMENTS

This constitution may be amended at any meeting of the Association by an affirmative vote of three-fourths (3/4) of the Members present and voting.  No amendment shall be acted upon unless twenty (20) days written notice with a copy of the proposed amendment shall have been given to the Members; provided, however, that at any Annual Meeting a proposed amendment which shall secure the unanimous vote of all the Members of the Association present and voting shall become effective, even though no previous notice thereof shall have been given.
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