Articles of Association
To further the purposes set forth herein, the members agree to be, and hereby are, organized under these Articles of Association as a not for profit professional association.
These Articles describe the rules by which the Association is to be governed. Any situation concerning the governing of this Association which is not specifically described in these Articles shall be governed by the“Rules of Order” under Article 12. In any situation in which these Articles conflict with “Rules of Order”, these Articles shall prevail.
ARTICLE I – THE ORGANIZATION
Name of Association
The name of this Association shall be: The Surety Association of Kansas City
ARTICLE 2 – OFFICES OF ASSOCIATION
The principal office of the Association shall be at the home of the President of the group. The Association may have such other offices as may from time to time be designated by its members or its Executive Board.
ARTICLE 3 – PURPOSE
The primary purpose of the Association is to perform a leadership role in promoting and preserving the use of fidelity and surety bonds to protect public and private interests by;
- Establishing positions and policies on fidelity and surety issues.
- Taking a leadership role in cooperation with related trade associations in directing and coordinating industry legislative and regulatory activities.
- Acting as a statistical agent and providing assistance to its members in the development of rules, procedures, risk classifications and loss costs for fidelity and surety bonds.
- Acting as a clearinghouse of information; educating, informing and providing services to its members and the general public to promote the value and use of fidelity and surety bonds.
- Educate and encourage newcomers to join and participate in the Association;
- Provide social activities for members;
The activities of the Association shall be held and maintained in the spirit of these purposes.
ARTICLE 4 – POWERS
The Association shall have all the powers necessary to provide activities to conduct its purposes including, but are not limited to, the power to collect, hold and disseminate information consistent with its purpose: to conduct seminars and workshops, and the power to collect dues and disperse funds for the membership.
ARTICLE 5 – MEMBERSHIP
Membership can be established by an individual or by a group of people within a participating company. As it appears in this document, the term “Member” can be interpreted as both singular and plural. Regardless of the number of participants of any one member company, each individual participant of the Association shall be entitled to one vote on each Association matter to be decided by a vote of the members.
Any individual interested in the subject is welcome to be a member in the Association as long as said member remains in “good standing”. A member is in “good standing” when:
- The member pays his/her annual membership dues when required.
A member is no longer in “good standing” when:
- The member fails to pay his/her annual membership dues when required.
- In the judgment of the majority of the members, the member no longer supports the best interests of the Association.
If at any time a member fails to remain in “good standing” based on the criteria outlined above, he/she can be barred from further participation in association activities.
ARTICLE 6 – DUES, ASSESSMENTS, AND FEES
The Association’s activities shall be funded through the use of annual membership dues, assessments, and fees charged to the individuals who take part in the Association’s various activities. All the funds collected by the Association shall be used by it to provide for the various activities permitted by these Articles. Regardless of the number of participants from any one member company, the company will only pay one (1) annual membership due.
The annual membership dues required for membership in the Association, and any assessments which may be required of the members, shall be established by the Executive Board. The annual membership dues and any assessments may be varied from fiscal year to fiscal year, but any such dues and/or assessments in effect for any fiscal year shall be the same for all members.
Fees shall be charged by the Association to pay the costs of any of its activities. Said fees shall be established by the Executive Board at an amount per individual per activity. The fees established for any activity, or part thereof, shall be the same for all individuals who take part in such activity, or part thereof, regardless of whether they are members of the Association or non-members.
ARTICLE 7 – FISCAL YEAR
The Association shall operate with the calendar year as its fiscal year.
ARTICLE 8 – FUNDS MANAGEMENT AND AUTHORITY
Except as provided below in items 1 – 3, no individual member has the authority to obligate the Association in any way. In doing so, that member becomes personally responsible for that obligation and not the Association.
- Elected Executive Board Members may obligate the Association for up to $100 on non-recurring expenses.
- The President with the approval of the treasurer may obligate the association for up to $200 on non-recurring expenses. The President and Treasurer should monitor all increases in recurring expenses.
- The Executive Board in simple majority may obligate the Association for up to $500 on non-recurring expenses.
The Membership in simple majority must approve non-recurring expenditures in excess of $500.
New recurring expenses must be approved by simple majority of the membership. Increases in existing recurring expenses do not require approval of the membership.
ARTICLE 9 – THE EXECUTIVE BOARD
The Executive Board is composed of the following officers: President, Vice-President, Secretary and Treasurer. The officers are responsible for the daily operation of the Association as described in the officers’ duties. The order listed below indicates the order of succession to the presidency. Each officer will start as Treasurer and serve a one (1) year term in each position.
The following describes the duties of each of the officers:
PRESIDENT – The office of President is the primary person responsible for the business operation of the Association and presides at the regular membership meetings and the Executive Board meetings.
VICE PRESIDENT – There shall be one Vice President. He / She will have one vote on the Executive Board. The Vice President is responsible for the performance of the President’s duties in the absence of the President. The Vice President, along with the Executive Board, is responsible for the program planning for the general membership meetings. He / She shall schedule speakers for each month’s meeting and coordinate any audio-visual materials required by the speakers.
SECRETARY – The Secretary is responsible for maintaining the non-financial records of the Association’s operations. The Secretary is also responsible for all non-financial correspondence for the Association business activities. The Secretary shall act as the Treasurers primary alternate to conduct the everyday business of collecting dues and signing up new members.
TREASURER – The Treasurer is responsible for all the funds of the association and shall maintain a detailed listing of the clubs membership and dues records. The Treasurer shall maintain a record which he or she shall make available for inspection within 7 calendar days of his or her receipt of a written request for such an inspection from any member or a written or verbal request for such an inspection from the Executive Board. The President or Vice-President may perform the duties of Treasurer as required. The Treasurer shall maintain the membership records for the Association.
MEMBERS AT LARGE
There shall be one member at large whose duties shall be deemed by the President. This member will be the President from the previous year.
Officers must be members in good standing at the time of their election and must maintain their good standing throughout their term of office.
REMOVAL FROM OFFICE
Any officer who fails to remain in “good standing” may have his or her duties suspended by a unanimous, unopposed vote of the remaining members of the Executive Board. The suspended officer may request a reinstatement vote by the general membership, at the next general meeting of the association. Reinstatement of the officer requires a 2/3 majority vote of the membership. If the suspended officer does not request a reinstatement vote or if the vote is opposed to reinstatement, the Executive Board must then select a successor to fill the vacant position. The selection is subject to general membership confirmation by a majority vote at the next regular meeting.
The President or Executive Board may select members to serve special assignments of need. These members will be referred to as “Chairs” and will be responsible for planning various association events.
If desired, the President may appoint an Advisory Board(s). The members of the Advisory Board(s) will be approved by the Executive Board. The members of the advisory board positions are not appointed for a specific duration and may be replaced at any time by the President with the Executive Boards approval. The appointees serve as technical advisors and subject matter experts to provide added expertise to the executive board and meet with the Executive Board at the Executive Board meeting.
ARTICLE 10 –MEETINGS
GENERAL MEMBERSHIP MEETINGS
Luncheons will serve as Membership Meetings and the association will hold a minimum of 3 luncheons per calendar year. The meetings are conducted by the President or designated alternate. Meetings shall consist of programs of general interest to the membership, brief announcements, and club business. A minimum of 20 members must be present to conduct formal club business.
For purposes of ratifying this document, the 2012 SAKC Holiday Party will serve as a Membership meeting.
EXECUTIVE BOARD MEETINGS
The Executive Board shall be called by the President or other officers as needed. A minimum of three (3) board members must be present to conduct club business.
ARTICLE 11 – CHANGES TO THESE ARTICLES OF ASSOCIATION
BY EXECUTIVE BOARD
The Executive Board may propose any such change in these Articles by communicating said changes in email to each member ten (10) business days prior to the meeting in which the vote will take place
Any member may propose any such change in these Articles by submitting to an Executive Board member a petition which sets forth the proposed change and which is signed by at least 2/3 of the members at a membership meeting. The vote will take place at the following membership meeting.
Regardless of who proposes the change, any proposed change must be communicated by the Secretary in email to each member ten (10) business days prior to the meeting in which the vote will take place. Time will be allotted for discussion prior to the vote at the membership meeting. Approval of any amendment to, addition to, or repeal of, any provision of, or all of, these Articles of Association requires a 2/3 majority of the members present at the meeting. A minimum of 30 members must be present for the vote.
ARTICLE 12 – “RULES OF ORDER”
The Executive Board shall have the authority to govern any situation which is not specifically outlined in these articles. A simple majority vote of the Executive Board will decide these matters.
Any decision by the Executive Board can only be overturned by a 2/3 majority vote of the membership at a membership meeting. Any item which must be voted on by the membership must be communicated by the Secretary in email to each member ten (10) business days prior to the meeting in which the vote will take place.
ARTICLE 13 – DISTRIBUTION OF ASSETS
In the event that the Association ceases to function, or in the event that the members decide to terminate it, the Executive Board shall, after paying or making provisions for the payment of all of the Association’s liabilities, distribute all of the remaining assets of the Association to such organization or organizations which the Executive Board shall select which are then qualified as exempt under Section 501 © (3) of the Internal Revenue Code of 1954, as amended, (or the corresponding provision of any future United States Internal Revenue Law). Any assets not so distributed shall be distributed by the Court of Common Pleas of the county in which the principal office of the Association is then located, or was most recently located if the Association has ceased to function, to such organization or organizations which said Court shall select which are then qualified as exempt under Section 501 © (3) of the Internal Revenue Code of 1954, as amended, (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE 14 – APPROVAL OF THESE ARTICLES
For purposes of ratifying this document, the 2012 SAKC Holiday Party will serve as a Membership meeting. This document will be considered approved with a 2/3 vote of the members present. A minimum of 30 members must be present for the vote