1. There shall be four (4) classes of members designated as:
   • Underwriter members
   • Chapter members
   • Affiliate members
   • Honorary members

   
   



2. Underwriter members shall be limited to those domestic corporations and those foreign corporations authorized to do title insurance business as underwriters in Pennsylvania and actively engaged therein.


3. Chapter members shall be those individuals, partnerships, corporations or other legally constituted entities whose principal activity is devoted to the business of evidencing title to real property in Pennsylvania and/or conducting real estate closings, who are members in good standing of the Association, and have joined a Regional Chapter duly recognized by the affirmative vote of the Executive Committee. Employees of an Underwriter member are permitted to be Chapter members.

Regional Chapters, which are created and recognized from time to time throughout the Commonwealth of Pennsylvania as provided herein, will follow guidelines as established by the Executive Committee and whose activity will at all times bDpmansistent with the objects and purposes of this Association. At no one time will there be more than nine (9) Regional Chapters.

4. Affiliate members shall be limited to those corporations, associations, partnerships or individuals who do not necessarily qualify as Underwriter or Chapter members as stated herein and defined above, but who are interested in furthering the goals of this Association.


5. Honorary Members shall be those individuals designated by the Executive Committee for the performance of distinguished and meritorious service to this Association.

Section 2 - Qualifications For and Elections to Membership
Membership to any class in this Association shall require the affirmative vote of the Executive Committee. All applications for membership must be in writing and addressed to the Secretary or Executive Vice President of the Association. As a condition precedent to membership in this Association, an applicant must subscribe to the Code of Ethics of this Association as the same may from time to time be amended and interpreted as herein provided and agree to be governed by the Constitution and Bylaws of this Association.

Section 3 - Membership as of Effective Date
Each member in good standing on the effective date of the adoptions of Sections 1 and 2 of this Article shall be deemed as of said date to have met the qualifications for the appropriate class of membership set forth in this Article.

Section 4 - Resignation and Reinstatement of Members
A Member not in default of payment of dues and against whom or which no grievance is pending may file a resignation in writing with this Association, and it shall, when accepted by the Executive Committee, become effective as of the date of filing.

The Executive Committee may, in its discretion, by an affirmative vote, reinstate any member who has resigned if written application for reinstatement is filed within one year after the effective date of resignation and the requirements of Section 2 of this article are fulfilled.

Section 5 - Censure, Suspension and Expulsion of Members
The Executive Committee may, in its discretion, by any affirmative vote of a two-thirds (2/3) majority, censure, suspend or expel any member for misconduct.

Section 6 - Divestment of Property Interest
No member shall have or acquire any right, title or interest, either legal or equitable, in or to the property of this Association. In the event of dissolution, any assets of this Association remaining after payment of its obligations shall be distributed to one or more regularly organized charitable, educational, scientific or philanthropic organizations to be selected by the Executive Committee.

ARTICLE IV - Meetings of Members and Regional Chapters
Section 1 - General Membership Meetings
This Association shall hold general membership meetings at least semi-annually, one of which shall be at the annual convention of its members and at such time and place as may be fixed by the Executive Committee. These meetings are designed to further advance the objects and purposes of this Association.

Section 2 - Executive Committee Meetings
Meetings of the Executive Committee shall be held at least four (4) times during the annual term of the President and at such time and place as may be fixed by the President of this Association.

Section 3 - Special Meetings of the Executive Committee
Special meetings of the Executive Committee of this Association may be called by any two (2) of the elected officers on fifteen (15) days written notice to all Executive Committee members.

Section 4 - Regional Chapter Meetings
Meetings of Regional Chapters shall be held at least four (4) times during the calendar year and at such time and place as may be fixed by the Chairperson or other duly authorized officer of the Regional Chapter.

ARTICLE V - Representation and Voting by Members at Membership and Executive Committee Meetings
Section 1 - Representation

1. Each Underwriter member shall file annually with the Executive Vice President a written designation of its duly authorized principal representative and a primary and secondary alternate representative, all of whom must be officers or employees of the Underwriter member.


2. Each Regional Chapter Chairperson shall file annually with the Executive Vice President a written designation of its duly authorized principal representative and a primary and secondary alternate representative, all of whom must be elected officers of the Regional Chapter.

Section 2 - Voting Structure
The Executive Committee, which shall consist of the individuals set forth in Article VII - Section 1, shall be responsible for voting on all issues affecting the Association.

Each Underwriter member and Regional Chapter shall have one vote, to be cast by its principal representative or (if absent) by one of its alternative representatives in attendance at Executive Committee meetings. Each elected officer of the Association shall also be entitled to one vote.

Section 3 - Quorum
A duly constituted meeting of the Association of the Executive Committee shall consist of a quorum of at least sixty percent (60%) of the combined total of the Underwriter members and Regional Chapters either present or by proxy.

ARTICLE VI - Dues, Special Assessments and Fiscal Year
Section 1 - The Fiscal Year of this Association shall commence on the First Day of January
Each Underwriter member must pay minimum dues of one thousand dollars ($1,000.00) payable on the first day of January of each calendar year. An additional assessment will be made of all Underwriter members based upon a percentage of market share, including all affiliated companies. These members will contribute a portion of their individual market share in relation to the total of all member companies whose shares are one percent (1%) or over.

Chapter members, excepting employees of Underwriter members, will be assessed dues, which assessments are determined annually by the Executive Committee.

The minimum dues payable will be reviewed as budget requirements demand.

Section 2 - Special Assessments

1. Special Assessments may be approved by the Executive Committee for matters not contemplated in the annual budget.


2. Funding of Special Assessments will be accomplished as follows:


Each Underwriter member must pay a minimum of one percent (1%) of any Special Assessment. An additional assessment will be made of all Underwriter members based upon a percentage of market share, including all affiliated companies. These members will contribute a portion of their individual market share in relation to the total of all member companies whose shares are one percent (1%) or over.


3. No action to approve Special Assessments shall be undertaken without a Quorum of at least sixty-six and two-thirds percent (66 2/3%) of the combined total of the underwriter members either present or by proxy. Any action to approve Special assessments must receive an affirmative vote of sixty-six and two-thirds percent (66 2/3%) of all those entitled to vote and present at the meeting.

Section 3 - Affiliate members shall pay annual dues as may be established from time to time by the Executive Committee.

Section 4 - Honorary members shall pay no dues.

Section 5 - Default in Payment of Dues or Special Assessments

Any member declared by the Executive Committee to be in default in payment of dues and/or Special Assessments, shall be notified in writing that unless said dues and/or Special Assessments are paid within one (1) month thereafter, such default will be reported for further action by the Executive Committee. Upon such report being made to the Executive Committee, it may, without further notice, strike the name of such member from the roll for nonpayment of dues and/or Special Assessments and the membership and all rights in respect thereto of such member shall thereupon cease. Provided, however, that the Executive Committee, in its discretion by an affirmative vote may reinstate such member upon payment of all unpaid items.

ARTICLE VII - Organization
Section 1 - Executive Committee

1. The Executive Committee shall consist of the elected officers of the Association, plus one (1) authorized representative from each Underwriter member and one (1) authorized representative from each Regional Chapter.


2. All former presidents of the Association shall be ex-officio, non-voting members of the Executive Committee.


3. The Executive Committee shall have general charge of all business of the Association, including matters of policy and shall have power to bind the Association and the Regional Chapters. The Executive Committee shall have power to fill, until a successor is elected at the next annual meeting, any vacancy in the offices of the Association, other than that of President, occurring between the annual convention meetings of this Association.
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Section 2 - Standing Committees and Duties
The Standing Committees of the Association shall be:

1. Convention Committee The Convention Committee shall be responsible for planning the annual convention in all details, coordinating with the Education Committee as to speakers and topics. The Committee shall prepare all notices, registrations, reservations, arrangements, programs, reporting, honoraria, etc. of the convention.


2. Education Committee The Education Committee shall promote professionalism within the industry. It shall have input with the Convention Committee in the selection of topics and speakers for all general membership meetings. In addition, it shall assist the Professional Designation Committee in the administration of the Professional Designation program. The Pennsylvania Land Title Institute (hereinafter called PLTI), will operate as an adjunct to the Committee. The Chairperson of the Committee shall serve as a voting member of the PLTI Board of Trustees and as a member of the PLTI Curriculum Committee. A representative of PLTI shall be an ex-officio member of the Committee.


3. Finance Committee The Finance Committee will receive and review proposed budgets from Regional Chapters, the various committees of the Association, and the PLTI and present at the year-end meeting an all-inclusive budget to be approved by the Executive Committee. The Committee shall audit the accounts of the Treasurer of this Association and of each Regional Chapter and report initially to the Executive Committee, if possible, and ultimately to the members at the annual meeting and also be charged with other related financial matters of the Association on an ad-hoc basis. The Chairperson of the Committee shall serve as a voting member of the PLTI Board of Trustees and as a member of the PLTI Finance Committee.


4. Legislative and Judicial Committee The Legislative and Judicial Committee will be furnished from an outside source pending legislative Bills and will review and make appropriate recommendations to the Executive Committee. In addition, a report will be made of pertinent case law and distribution of same will be in coordination with the Executive Vice President.


5. Liaison Committee The Liaison Committee is to establish and promote a strong relationship with kindred associations (Mortgage bankers, Realtors, Lawyers and Surveyors) in order that there can be a flow of information and appropriate assistance to and from these groups.


6. Membership Committee The Membership Committee shall promote membership within the Association and review all applications and make recommendations to the Executive Committee.


7. Planning Committee The Planning Committee is charged with the responsibility of an ongoing review of the structure and format so that the Association will improve its position as a viable and meaningful entity. The Committee shall explore all avenues that may enhance the Association and its members and will make recommendations covering all appropriate areas to the Executive Committee.


8. Professional Designation Committee The Professional Designation Committee will administer the program of Professional Designation as outlined in the approved program, including the preparation and awarding of the designation to successful candidates.


9. Public Records Committee Regularly monitors standards and practices of Recorders of Deeds, Prothonotaries and similar offices that affect real estate title searching, recording and filing throughout the Commonwealth. It recommends actions necessary to ensure timely recording and filing of documents and accessibility to public records by the industry.


10. Public Relations Committee The Public Relations Committee will review and prepare all public relations brochures, publications, advertising, personal appearances and other media to promote a better understanding of the land title industry and Association and the services they provide. It will assist the standing committees with their communication needs. The Chairperson of the Committee shall serve as a voting member of the PLTI Board of Trustees and as a member of the PLTI Marketing Committee. A representative of PLTI shall be an ex-officio member of the Committee.


11. Regulatory Liaison Committee The Regulatory Liaison Committee will create and maintain lines of communication with the regulatory offices of the Commonwealth of Pennsylvania ("Department"). It will facilitate and assist in the education of the staffs of the Department on the business of title insurance; meet periodically with the Department to update it on developments and changes in the industry; review the Department's procedures for the licensing process; communicate the Department's ideas and concerns to the Executive Committee; and share the Executive Committee's thoughts with the Department.


12. Technology Committee The Technology Committee will review and report on technologies that may be of interest or benefit to this Association.


13. Title Issues Committee The Title Issues Committee will review and suggest recommended action on matters affecting the title industry. This would include proposed local or municipal regulations, arbitrary actions by local or regional administrators, public officials such as Prothonotaries, Recorders, Taxing Authorities or other similar groups.
    

Section 3 - Chairpersons and Duties

Ad Hoc or temporary committees shall be appointed, relieved and discharged by the President of this Association.

Section 5 - Section Nominating Committees
The Nominating Committee of the Association shall be composed of the most recent available past President of the Association, who shall serve as Chairperson, together with all existing officers of the Association, plus three (3) authorized principal representatives from the Underwriter members and Regional Chapters, respectively. The Underwriter members and Regional Chapters shall separately nominate their three (3) authorized principal representatives at the mid-year general membership meeting.

The Nominating Committee of the Association shall nominate the Association Officers and Chairpersons of standing committees, such Officers being: President, Vice President, Treasurer and the Secretary. Each of these shall be active members of the Association or a member, employee or partner of a partnership or corporation that is an active member of the Association.

A report of the Nominating Committee shall be made to the entire Executive Committee either in writing by April 15th or at the April Executive Committee meeting, whichever comes first.

ARTICLE VIII - Officers, Eligibility, Duties and Authority
Section 1 - General
The officers of this Association shall be: President, Vice President, Treasurer and Secretary, each of whom shall be elected by this Association at the annual meeting to serve for a term of one (1) year, or until the next annual meeting and convention; and the Vice President shall be designated as President-Elect. In addition, an Executive Vice President and such other persons as the Executive Committee deems necessary shall be appointed annually by the Executive Committee, which shall also prescribe their duties and fix their compensation and their terms of employment. The President shall not be eligible to serve more than one (1) term. In the event of a vacancy occurring in the office of President, the Vice President, for the unexpired term to which the President had been elected, shall assume the duties of the President, in which event such a term shall not be considered as an elected term. Except as provided above, all vacancies among officers may be filled by the Executive Committee until a successor is elected.

Section 2 - President and Immediate Past President
The President shall preside at all general membership meetings of this Association, and shall by appointment fill any vacancy in any Committee including the Chairperson of any temporary Committee and perform such other duties as usually pertain to the office of President. The President shall serve as a voting member of the PLTI Board of Trustees, and may delegate this voting authority to the Executive Vice President. The immediate past President shall serve as an ex-officio member of the Executive Committee for one (1) year following the term of office.

The President shall call an organizational meeting of the Officers, the Regional Chapter representatives and Committee Chairpersons as quickly as possible after the annual convention meeting. The purpose of this meeting shall be to charge the Officers and Committee Chairpersons with their responsibilities and set goals and objectives for the year.

Section 3 - Vice President
The Vice President shall preside at all meetings of the Executive Committee, and in the absence, death or disability of the President, shall act in his or her place and stead. The Vice President shall be designated as the President-Elect.

Section 4 - Treasurer
The Treasurer shall receive and disburse all monies of this Association and render an account thereof at the annual meeting of this Association and, as requested, to the Executive Committee. The Treasurer shall deposit the monies of this Association in a bank or trust company selected by the Treasurer and approved by the Executive Committee. The Treasurer shall withdraw monies only by check upon authorization from the Executive Vice President and perform such other duties as usually pertain to the office of Treasurer.

Section 5 - Secretary
The Secretary shall keep the minutes of all meetings of this Association and its Executive Committee and be custodian of the books and records of this Association and its Executive Committee, shall publish all notices on behalf of the Association and its Executive Committee and shall perform such other duties as usually pertain to the office of Secretary.

Section 6 - Executive Vice President
The Executive Vice President shall have charge of the Association office and correspondence, keep accurate records of all meetings, collect all monies due and remit the same to the Treasurer on or before the first day of each month following receipt thereof, and perform such other duties as may be necessary for the proper conduct of the business of this Association, its Committees and Regional Chapters as determined by the Executive Committee. The Executive Vice President shall be an authorized signatory on all accounts of the Association. The Executive Vice President shall also serve as a non-voting ex-officio member of the PLTI Board of Trustees and may cast the Trustee's vote of the President when so authorized.

Section 7 - Authority of Officers
If any set of circumstances requires actions to be taken before a special meeting of the Executive Committee can be convened, such actions must be approved by at least three (3) officers, one of whom must be the Executive Vice President of this Association. Such actions must be ratified at the next duly constituted meeting of the Executive Committee.

Section 8 - Indemnification
The Association shall indemnify a present or former Officer, Regional Chapter member, Committee member, Trustee or employee of the Association or any appointed person who served as an Officer, Director, Trustee or employee of a corporation or other entity that the Association controls (hereafter indemnitee). Each indemnitee shall be entitled to indemnity from the Association against any judgments and expenses, including attorney fees, actually and necessarily incurred in connection with an action, suit, proceeding or appeal, whether civil or criminal in nature in which the indemnitee is made a party by reason of being or having been an Officer, Chapter member, Committee member, Director, Trustee or employee, except in relation to matters in which the indemnitee shall be adjudged in the action, suit or proceeding liable for gross negligence or willful misconduct in the performance of duty or to have breached a duty to the Association under the applicable laws of the Commonwealth of Pennsylvania.

The Association may also reimburse an indemnitee for reasonable amounts paid in settlement and reasonable expenses, including attorney fees, of an action, suit, or proceeding, if it shall be found by a majority of the Executive Committee that it was in the interest of the Association that the settlement be made and that the indemnitee was not guilty of gross negligence or willful misconduct in the performance of duty or of breaching a duty to the Association under the applicable laws of the Commonwealth of Pennsylvania.

These rights of indemnification and reimbursement shall not be deemed exclusive of any rights that an indemnitee may be entitled to by law or under any Bylaw, agreement or vote of the members of the Association. The foregoing right of indemnification shall insure to the heirs, executors or administrators of the indemnitee and shall not be construed to enlarge the rights of indemnification provided under the applicable laws of the Commonwealth of Pennsylvania.

ARTICLE IX - Order of Business
Section 1 - The order of business at any meeting of this Association shall be as follows:
Reading of the minutes of the preceding meeting, report of the President, report of the Treasurer, report of the Regional Chapters, report of standing Committees, report of temporary Committees, appointment by the President of ad-hoc Committees, unfinished business, report of the PLTI, report of the Executive Vice President, and the election of Officers.

Section 2 - Presiding Officers

ARTICLE X - Amendments
This CONSTITUTION and BYLAWS may be amended by the affirmative vote of two-thirds (2/3's) of the combined total of the Executive Committee members at any annual or special meeting of the Association called for such stated purposes, providing written notice of the introduction of the proposed Amendments is given by the Executive Vice President or Secretary to all Executive Committee members at least fifteen (15) days prior to such annual or special meeting.

ARTICLE XI - Effective Date
This CONSTITUTION and BYLAWS and any amendments thereto shall, except as specifically provided to the contrary, be in full force and effect immediately upon adoption.