MVTA Member 2023 Review of By-Laws
Deadline for comments is Friday, December 15, 2023 at 6 pm
The Board of Directors will make a vote on Thursday, December 21, 2023 to finalize.
Forward any comments/questions to beth@mvta.org for a scheduled discussion with
the Board of Directors.
Maryland Vehicle Titling Association
BY-LAWS
ARTICLE I
Name and Structure
The name of this corporation is Maryland Vehicle Titling Association. This corporation shall be and is organized under the laws of Maryland as a non-stock corporation and is intended to be Corporation qualifying under section 501(c)(6) of the Internal Revenue Code
ARTICLE II
Objectives
The corporate purposes of this corporation are: to facilitate the exchange of ideas among its members; to encourage sound business policies; to provide industry education to its members; to foster constructive progressive motor vehicle title agent legislation; to discourage destructive retrogressive motor vehicle title agent legislation; and to promote confidence, respect, and good fellowship among all who are directly or indirectly engaged in the motor vehicle title agent industry.
This corporation shall operate on a non-stock basis and its revenue shall be derived from such sources as may be authorized and designated by its Board of Directors. The corporation does not contemplate pecuniary profit, incidental or otherwise, to its members.
ARTICLE III
Membership
Section 1. All rights incident to membership shall vest in each and every member in good standing with an active title service license with MDOT MVA, except that associate members shall not have voting rights.
Section 2. WHO SHALL BE ELIGIBLE.
Motor Vehicle Title Agents located in Maryland that are licensed by the Maryland Motor Vehicle Administration shall be eligible for full membership.
Individuals or businesses engaged in activities that affect motor vehicle title agents may become associate members of the Association.
Associate members may participate in the services provided by the Association with the approval of the Board of Directors. The Board of Directors may fix the amount of dues to be paid by associate members. Associate members may attend the membership meeting of the Association but shall have no right to vote at any meeting of the members of the Association and shall have no right to share in the assets of the Association in the event of dissolution.
Section 3. HOW ACQUIRED. All who are members of this corporation in good standing on the day of the adoption of these by-laws, if they are eligible under Section 2 hereof, shall, immediately following the adoption of these by-laws, be and become active members of this corporation.
Section 4. All applicants for membership shall be subject to the approval of the Board of Directors.
Section 5. ACCREDITED REPRESENTATIVES. Every title agent member shall be entitled to be present and vote at membership meetings only by and through an accredited representative. An accredited representative may be individual who is employed as an office manager for that licensed title agent.
Section 6. HOW TERMINATED. Membership in this corporation may be terminated voluntarily, by resignation, provided such member is in good standing and not indebted to this corporation, or involuntarily, either temporarily by suspension or permanently by expulsion or forfeiture. Any member who neglects to pay his/her or its dues within thirty (30) days after the same shall become due and payable shall be notified of such default and of the provisions of this Section relating thereto. If such member’s defaulted dues be not paid in full within thirty (30) days after such notice, the membership of such member shall be subject to forfeiture, and, if forfeited, such member can be reinstated only by the favorable vote of the Board of Directors.
Any member who brings this Association or the industry represented by it into disrepute by engaging in any unfair or dishonorable trade practice, may be suspended or expelled from membership by the Board of Directors. The member may request a hearing before the Board of Directors.
ARTICLE IV
Privileges
Section 1. All privileges incident to membership in this corporation shall vest in the members, subject to such requirements as from time to time may be prescribed by the by-laws or, in the absence of such by-laws, as may be adopted by resolution of the Board of Directors.
ARTICLE V
Membership Meetings
Section 1. ANNUAL MEETINGS. The annual meeting of the members of this corporation shall be held at the time and place designated by the Board of Directors. The meeting shall be held at such hour in the day as the Board of Directors shall by resolution prescribe, and not less than ten (10) days’ notice of each such meeting shall be given in writing by mail or electronic means to all members in good standing.
Section 2. SPECIAL MEETING. Special meetings of the members may be called by resolution of the Board of Directors or by the Chairman or Acting Chairman, and shall be called by the Chairman or Acting Chairman at the written request of ten (10) members. Twenty-four (24) hours’ notice of any such meeting shall be given to the members by mail or electronic means, in which the purpose of such meeting shall be set forth, and at such meeting only the business so stated in such notice may be considered and acted upon.
Section 3. QUOROMS AND PROXIES. At all membership meetings, whether annual or special, fifteen (15) members in good standing, present in person or by proxy, shall constitute a quorum, and the action of the majority of such members so present shall bind this corporation in all matters expect where the laws of the State of Maryland or the by-laws of this corporation require a larger vote to bind this corporation.
Section 4. WAIVER OF NOTICE. Notice of any meeting may be waived in writing, and if such waiver be signed by all members entitled to vote, no notice of such meeting shall be required.
ARTICLE VI
Revenues and Expenditures
Section 1. All revenues of this corporation shall be subject to the direction and control of the Board of Directors.
Section 2. INITIATION FEES. No initiation fee is required for membership in this corporation.
Section 3. DUES. The annual dues shall be in such amounts and payable at such time or times as the Board, in its absolute discretion, may from time to time by resolution fix and prescribe.
Section 4. The fiscal year shall be determined by the Board of Directors.
ARTICLE VII
Government
Section 1. BOARD OF DIRECTORS. The business and property of the corporation, except as otherwise provide by statute or by the charter or by these by-laws, shall be conducted and managed by its Board of Directors, which shall consist of not more than seven (7) members. The members of the Board of Directors shall be elected at the Annual Membership Meeting of the members of the corporation by those members present, in person, or by proxy at such meeting entitled to vote thereat. Each director elected at any Annual Membership Meeting shall hold office until his/her successor shall have been elected or qualified or until he/she shall die or resign, or until he/she have been removed. The Board of Directors shall keep minutes of its meetings and a full account of its transactions. The election of directors need not be by ballot unless the bylaws so require. The number of directors fixed by the charter or by the by-laws may, by the vote of a majority of the entire Board of Directors, be increased or decreased to not less than three (3), provided that the tenure of office of no director shall be affected thereby. A director shall own a minimum of ten percent (10%) interest in a motor vehicle title agency OR be employed in a family owned and operated motor vehicle title agency business with succession plan OR be a Manager of a motor vehicle title agency business with the Owner’s approval and reference for position. The business is required to hold a valid license from the Maryland Motor Vehicle Administration and must maintain good standing. Additionally, the applicant should possess expertise in tag and title processing.
Section 2. Each director shall serve until the second Annual Membership Meeting after the election of the director. If a director is serving as Vice-Chairman or Chairman, his/her term may be extended for two additional one year terms if he/she is re-elected as Vice-Chairman or Chairman. A title agent shall be eligible for re-election to the Board of Directors two years after his/her service as a director ended. Should the Board of Directors choose a replacement for a director to fill his/her unexpired term, the replacement Director shall be eligible for election to two consecutive terms as a director provided he/she served less than 1 ½ years as a replacement director. If he/she served 1 ½ years or more as a replacement director he/she shall be eligible for election to one term as a director. An immediate past Chairman of the Association unless removed by the Board of Directors, shall remain on the Board until there is a new immediate past Chairman.
If a director is absent from three (3) consecutive meetings of the Board of Directors he/she shall be replaced by another director appointed by the Board of Directors if satisfied that the absences were unavoidable.
Section 3. The elected officers of the corporation shall be a chairman, vice-chairman, secretary and treasurer.
Section 4. ELECTION AND TERM OF OFFICE. The officers shall be elected by the Board of Directors, from among its members, at the meeting held immediately after the Annual Membership Meeting each year, and they shall hold office until the next Annual Membership Meeting or until their successors are elected and qualify.
Section 5. CHAIRMAN. The chairman shall preside at all meetings of the Board of Directors and members, and shall perform all the duties of chief executive of this corporation. Term 2 years.
Section 6. VICE-CHAIRMAN. The vice-chairman shall, in the absence of the chairman, preside at all meetings of the Board of Directors and members, and shall perform all the duties of the chief executive of this corporation whenever the chairman is unable to perform such duties. Term 2 Years.
Section 7. SECRETARY. The secretary shall record the minutes of all meetings of the association and the board of directors; be custodian of all documents, including association bylaws, special rules, and standing rules; conduct correspondence as directed by the association, the board of directors, or the president; send a call of the meeting to each association member (or some other method of notification); and fulfill such other duties as may be assigned by the association, the board of directors, or the president. Term 1 Year.
Section 8. TREASURER. The treasurer shall be custodian of all funds, disbursing them as directed by the association; present a financial statement at each association meeting and as requested by the board of directors; prepare the financial records for audit when the need arises; fulfill such other duties as may be assigned by the association, the board of directors, or the president. Term 2 Year.
Section 9. The Board of Directors shall have the right to appoint from time to time a president and one or more vice presidents to manage the affairs of the corporation, who shall be compensated in such amounts as the Board of Directors shall determine. Adequate staff shall be hired to handle the affairs of the Association.
Section 10. The chairman shall annually appoint a nominating committee of three (3) members, two (2) of whom shall not be members of the Board of Directors. Not less than fifteen (15) days before each annual meeting, the nominating committee shall meet and nominate one (1) qualified member of this corporation for each vacancy which, through the expiration of a director’s term of office, shall exist at the next annual meeting, such nominees in every instance to be qualified members from the same districts in which the vacancies occur. Not less than ten (10) days before such meeting, every member of this corporation, in good standing, shall be notified by the secretary of such nominations by mail or electronic means. At least five (5) days before such annual meeting, any fifteen (15) members may, in writing or by electronic means, make such other nominations of qualified members for any one or more of such vacancies, which nomination, if made, shall be included in a ballot at the annual meeting.
Section 11. The Board of Directors is hereby authorized to appoint from its members an executive committee composed of three (3) or more directors, and, in the intervals between meetings of the Board of Directors, to delegate to such executive committee any or all of the powers of the Board of Directors in the management of the business and affairs of the corporation, except the power to declare dividends, to approve new members or to recommend to members any action requiring membership approval. At any meeting of the executive committee, a majority in number of the total number of members of the executive committee shall constitute a quorum for the transaction of business. Special meetings of the executive committee may be called by any member thereof on one-day notice to the other members. The chairman and vice-chairman shall constitute two (2) of the three (3) members of the executive committee.
The Board may create such other committees as it deems advisable and define their duties.
ARTICLE VIII
Indemnification of Directors and Officers
This corporation shall provide any indemnification required or permitted by the laws of Maryland and shall indemnify directors and officers as follows:
1. The corporation shall indemnify any director or officer of the corporation regardless of whether the officer be elected or appointed, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he/she is or was such director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his/her conduct was unlawful.
2. The corporation shall indemnify any director or officer of the corporation, regardless of whether the officer be elected or appointed, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he/she is or was such a director or officer of the corporation, or is or was serving at the request of the corporation as director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the corporation unless and only to the extent that the court in which such action or suit was brought, or any other court having jurisdiction in the premises, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
3. To the extent that a director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in paragraphs 1 or 2 of this Article or in defense of any claim, issue, or matter therein, he/she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection therewith, without the necessity for the determination as to the standard of conduct as provided in paragraph 4 of this Article.
4. Any indemnification under paragraphs 1 or 2 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraphs 1 or 2 of this Article. Such determination shall be made (a) by the Board of Directors of the corporation by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (b) if such a quorum is not obtainable, or even if obtainable, if such a quorum of disinterested directors so directs, by independent legal counsel (who may be regular counsel for the corporation) in a written opinion; and any determination so made shall be conclusive.
5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the corporation as authorized in this section.
6. Agents and employees of the corporation who are not directors or officers of the corporation may be indemnified under the same standards and procedures set forth above, in the discretion of the Board of Directors of the corporation.
7. Any indemnification pursuant to this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
ARTICLE IX
Amendments
These bylaws may be altered, amended or repealed at any regular or special meeting of the members by a majority vote of its members present at such meeting; provided however, that a copy of the amendment or change to be considered shall have been furnished to all members and titled to vote at such meeting at least five (5) days before the date of such meeting by mail or electronic means.
In addition, these bylaws may be altered, amended or repealed at any regular or special meeting of the Board of Directors by a majority vote of those present at such meeting; provided however, that a copy of the amendment or change to be considered shall be furnished to all directors so entitled to vote at such meeting at least five (5) days before the date of such meeting by mail or electronic means.
Sincerely,
Beth Caro, Chairman
Lisa Thompas, Vice Chairman
Dawn Mathis, General Board Member
Wendy May, Executive Director