BYLAWS

Members may download a PDF document of the By-Laws from the Member's Document Section of this website.

BY-LAWS
PROFESSIONAL CIVIL LAW NOTARIES ASSOCIATION BY-LAWS

 

ARTICLE I:  NAME

The name of this organization shall be:  Professional Civil Law Notaries Association (hereinafter referred to as the Association).

ARTICLE II:  OBJECTIVE

This organization shall be organized for the public benefit exclusively for educational, historical, and purposes determined by the Board of Directors.

ARTICLE III:  MEMBERSHIP

Section 1: 

Membership shall consist of active members and allied members.

Section 2: 

Active members shall be limited to Notaries commissioned in the state of Louisiana, whose applications are accepted without objection from the Board of Directors.  (Ex-officio notaries shall be eligible for membership).

Section 3:

Allied membership shall be limited to persons or companies who are interested in the office of Notary Public.  Allied membership shall be by invitation of the Association.  Allied members may have limited rights and privileges of the Association but may not hold elective office, may not serve as a delegate or alternate to meetings, and shall have no vote.

ARTICLE IV:  DUES

Section 1:

Annual Dues shall be set by the Board of Directors.

Section 2: 

Dues shall be payable to the treasurer on or before January 1. Members whose dues are not paid by March 31, shall be automatically dropped from membership in the Association.

Section 3: 

A member may resign by written resignation to the Assocation provided dues have been paid.

Section 4: 

Reinstatement to active membership shall be by consent of the Board of Directors.

ARTICLE V:  OFFICERS & DIRECTORS

Section 1:

There shall be five Directors of this Association who shall be elected by the membership to serve on the Board of Directors.  Officers shall include a President, Vice President, Secretary, and Treasurer, and shall be elected by the Board of Directors from within the Board of Directors.  A Parliamentarian may be appointed by the President.

Section 2: 

A Nominating Committee of three (3) active members shall be appointed by the Board of Directors at the February meeting.   It shall be the duty of the Nominating Committee to present the nominees for the Board of Directors to the membership by postal or electronic mailing notice of nominees to the members at least two weeks before the annual meeting in April at which time additional nominations may be made from the floor.  Presentation of the slate of officers for election shall be presented at the March meeting. Election of Directors shall be held at the Annual meeting in April.  Voting shall be by ballot if additional nominees are nominated from the floor.   Members may vote for directors by mail.  The Five nominees receiving the largest number of votes shall be elected as Directors.  In the event of a tie requiring additional balloting, votes shall be cast by those members present.

Section 3:

The term of office for each Director shall be for one year or until successors are selected and assume office.  Officers and Directors will assume their duties at the close of business of the Annual meeting at which they are elected.

Section 4:

In the event of a vacancy occurring in the office of the President, the Vice President automatically becomes President for the unexpired term.  A vacancy in any other office shall be filled by the Board of Directors at the first regular meeting of the Directors after the vacancy occurs.

ARTICLE VI:  DUTIES OF OFFICERS & DIRECTORS

Section 1:

The officers and directors shall perform duties prescribed by these by-laws and the parliamentary authority adopted by the Association.

Section 2:

The President shall preside at all meetings; may appoint a parliamentarian; may appoint all standing and special committees except the nominating committee; and may countersign checks.

Section 3:

The Vice President shall serve as the assistant to the President.  In the absence of the President, the Vice President shall perform those duties.  The Vice President may countersign checks.

Section 4:

The Secretary shall record the proceedings of the Association meetings; send the President a copy of the minutes; write letters as requested by the President; be responsible for keeping the membership roll alphabetically.  The Secretary may countersign checks.

Section 5:

The Treasurer shall have custody of all funds and shall disburse such funds as authorized by the Board of Directors; with checks being signed by the Treasurer and one officer so authorized to sign checks; keep an itemized account of all funds audited annually by the finance committee, present a monthly itemized report to the Board; and an annual report to the Association.  The Treasurer shall maintain a current list of all Active and Allied members.

ARTICLE VII:  MEETINGS

Section 1:

There shall be an Annual Meeting in April of each year, which shall be for the purpose of electing Directors, receiving reports of officers and committees and other business that may arise.  Notice of the time and place of the annual meeting shall be mailed or notified by electronic mailing to the members at least fourteen days prior to the meeting.

Section 2:

Special meeting may be called by the President or by the Board of Directors and shall be called upon written request of five members of the Association.  The purpose of the meeting shall be stated in the call.  Notice of the time and place of special meetings shall be mailed or notified by electronic mailing to the membership at least fourteen days prior to the meeting.

Section 3:

A quorum at the Annual meeting or at a special meeting shall consist of those members present.

ARTICLE VIII:  BOARD OF DIRECTORS

Section 1:

The elected Directors and the immediate past President shall constitute the Board of Directors.

Section 2:

The Board of Directors shall have general supervision of the affairs of the Association between its Annual meetings.  All powers of the Association shall be vested in the Board of Directors.

Section 3:

Unless otherwise ordered by the Board, regular meetings of the Board of Directors shall be held at the discretion of the Board.  Special meetings of the Board may be called by the President and shall be called upon written request by any three members of the Board.  Special meetings of the Board shall require a five (5) days written notice, however, Board members may consent and waive notice of Special meeting.

ARTICLE IX:  COMMITTEES

Section 1:

Standing Committees appointed by the President shall be:

Finance, Membership, Publications, and others as may be authorized by the Association, the Board of Directors, or the President.

Section 2:

Duties of Committees:

Finance:  The finance committee should consist of two sub-committees, budget committee and audit committe. The budget committee shall prepare the annual budget for submission at the annual meeting in April. The audit committee shall audit the Association accounts annually.  The Treasurer may serve as an ex officio member of the committee, but shall have no vote on matters concerning the audit of accounts. The committees must consist of three different members on each committee.

Membership:  Shall develop and recommend to the Board of Directors programs for membership recruitment and retention, and shall administer those programs. All applications for membership shall be approved or declined by the current Board of Directors or by its designated member.

Publications:  Shall develop and be responsible for all publications of the association, such as may be approved by the Board of Directors. 

Section 3: 

The President shall be ex-officio member of all committees except the nominating committee.

ARTICLE X:  GOVERNING

The rules contained in the current edition of Robertís Rules of Order, Newly Revised (RONR) shall govern this Association in all cases to which they are applicable, and in which they are not inconsistent with the bylaws of this Association.

ARTICLE XI:  AMENDMENTS

These Bylaws may be amended at any regular or special meeting of the Association by a two-thirds vote of those present and voting provided written notice of the proposed amendment is included in the notice of the meeting at which the proposed amendments are to be decided.  Proposed amendments shall be submitted in writing and signed by two members.

ARTICLE XII:  DISSOLUTION

In the event of dissolution of this Association, the assets shall be liquidated and distributed in accordance with the wishes of the membership and the laws of the State of Louisiana and the United States of America.  None of the funds shall be inure to the benefit of individual members.

 

CERTIFICATE OF SECRETARY

I,          Marilyn Dixon          , Secretary of Professional Civil Law Notaries Association (PCLNA) hereby certify that the foregoing bylaws are the complete bylaws of Professional Civil Law Notaries Association (PCLNA), as adopted at the May 25th, 1999 meeting of the Association, revised at the February 12, 2008 annual meeting of the Association and revised at the April 12, 2011 annual meeting of the Association, revised at the September 9, 2014 meeting of the Association.

Dated this      9th, day of     September     ,  2014

Marilyn Dixon,
Secretary

 




Professional Civil Law Notaries Association
9701 Baird Road
Shreveport, Louisiana  71118
 

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