By-Laws

CONSTITUTION & BY-LAWS OF SURETY ASSOCIATION OF OHIO, INC.

We, the members of Surety Association of Ohio, Inc., (the “Association”) in order to form a more perfect liaison between members of the surety profession, do hereby ordain and establish the following constitution and by-laws.

ARTICLE I – NAME

SECTION I. The name of this Association shall be Surety Association of Ohio, Inc.

ARTICLE II – PURPOSE

SECTION 1. With the purpose of improving the service rendered to the community by the underwriters of suretyship, the Association shall promote understanding among its members through the study and discussion of local surety problems and matters; provide a central facility for correspondence with other organizations and public bodies; disseminate useful and interesting information and perform such other functions as may be incidental to the foregoing.

Rates, forms and collection of balances are not involved in the Association’s activities.

SECTION 2. Surety Association of Ohio, Inc. shall not, in any event, be construed to be a collective bargaining agency or an instrument for arbitration or improvement, in whole or part, of labor conditions or relations within the bonding industry.

ARTICLE III – MEMBERSHIP

SECTION 1. Any company employee vested with authority as a representative of a company transacting any class of fidelity, surety and forgery business or an employee of an insurance agency who transacts a volume of fidelity, surety and forgery business within the territory serviced by the Association shall in his individual capacity be eligible for membership in the Association; provided that two or more members representing the same company shall be entitled collectively to only one vote, and that the company so represented shall designate in writing, the member representing more than one company shall have only one vote. The company may change its voting member at any time.

SECTION 2. Associate members are eligible for membership in the Association. An associate member shall be defined as an entity with interests in the surety industry such as certified public accountants and attorneys. Associate Members shall enjoy the same privileges as the general membership, except they may not hold the office of President or Vice President. They are only entitled to one vote per associate member, per company.

SECTION 3. The Association shall be composed of a merger of the former Central Ohio Surety Association, the Southern Ohio Surety Association, the Northern Ohio Surety Association, Inc., and any new members.

SECTION 4. Application for membership shall be submitted to the Secretary of the Association and approved by the Executive Board.

SECTION 5. Any member of the Association may, at any time, withdraw from the Association by filing his resignation in writing with the President thereof, at least ten days before such resignation is to become effective. No refund will be made of membership fees.

SECTION 6. The Association shall be the judge of the qualifications of its members, but no member shall be expelled except for reasonable cause by a vote of two-thirds of all the members of the Association qualified to vote.

SECTION 7. 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.

ARTICLE IV – OFFICERS

SECTION 1. The officers of the Association shall be President, Vice President, Secretary and Treasurer. The offices of Vice President and Treasurer may be combined and held by one person. The officers shall be elected by a majority vote cast by ballot at the Annual Meeting of the Association or at a special meeting to elect officers held for that purpose; notice of which will be given to the members at least 30 days prior to the meeting. Each officer shall serve for one year or until his or her successor is elected. There shall be no term limits.

SECTION 2. In the event of resignation, removal or death of any officer other than the President, the Executive Board shall select at least one candidate to be voted on at the next regular meeting or at a special meeting called by the President, provided ten days notice of said meeting is given to all members; and after a majority of votes are cast at the same meeting shall be elected to the vacant office.

ARTICLE V – DUTIES OF OFFICERS

SECTION 1. The President shall preside at all meetings of the Association and of the Executive Board. He or she may call special meetings of the Association whenever special meetings seem to him or her necessary or advisable, and he or she shall call such meetings at any time upon the written or verbal request of three members.

SECTION 2. The Vice President shall perform the duties of the President when the latter is absent or incapacitated; and in the event of resignation, removal or death of the President, he or she shall automatically become President for the unexpired term.

SECTION 3. The Secretary shall keep the minutes of the meetings of the Association and the Executive Board, and shall be the custodian of its records. He or she shall provide the Executive Board a copy of the minutes on a regular basis. He or she shall provide members with copies of the minutes upon request. At the end of his or her term of office, he or she shall pass all minutes to the new Secretary.

SECTION 4. The Treasurer shall collect, hold, disburse, and account for the funds of the Association in such manner as the Executive Board may prescribe. A report of all monies collected and expenses incurred shall be maintained by the Treasurer, and a report shall be made to the Executive Board upon request.

SECTION 5. The officers of the Association shall also perform such other duties as commonly pertain to their respective offices. The Executive Board may also conduct meetings using teleconferencing.

ARTICLE VI – EXECUTIVE BOARD

SECTION 1. There shall be an Executive Board of the Association consisting of the President, Vice President, Secretary, Treasurer, and the Chairpersons of the following five committees: (1) Social; (2) Technology; (3) Education; (4) Legislative; and (5) Membership. The President shall be the Chairman of the Executive Board and shall preside over its meetings. The Secretary of the Association shall be the Secretary of the Executive Board. The Executive Board will meet one hour before each regularly scheduled meeting of the Association. At the Executive Board meeting, the Chairpersons of each Committee will give reports of any activities for that respective committee.

SECTION 2. The Executive Board, subject to the supervision and approval of the Association, shall have general control of the Association’s affairs.

SECTION 3. The Executive Board is specifically charged to meet once a year and more often, if requested, by the President, a quorum of committee members, or a majority vote of the Association.

SECTION 4. The Executive Board shall nominate candidate(s) for each office provided for in the By-Laws when an election of new officers is called for by the Association.

SECTION 5. Any five members may propose another ticket by nominating a candidate for each office and a full list of candidates for the Executive Board, and by notifying the Secretary at least one week prior to the Annual Meeting of such action. They shall notify similarly each member of the Association at least one week prior to the Annual Meeting.

SECTION 6. Some specific responsibilities of the Executive Board are:

A. Formulate and recommend by-laws for the acceptance by majority vote of the Association.

B. Establish any standing or temporary committees it deems necessary and make appointments to them.

SECTION 7. A member of the Executive Board shall be disqualified for service thereon in connection with any matter in which he or she or any other person connected with the same surety company as himself or herself, is a party to a complaint under Article IX. The Executive Board, in each case, may appoint a substitute for any member thus disqualified.

ARTICLE VII – MEETINGS

SECTION 1. Meetings will not be conducted under strict adherence to parliamentary procedure, but elections and similar formalities may be.

SECTION 2. Regular meetings of the Association shall be held quarterly, although an Association Golf Outing or Holiday Gathering may count as a meeting.

SECTION 3. Any member who makes a reservation to attend a meeting and who does not attend must reimburse the Association for the expense prior to the next regular meeting.

SECTION 4. Special meetings of the Association shall be held as hereinbefore provided.

SECTION 5. A majority of the Voting Members of the Association must be present to constitute a quorum at any of its meetings.

ARTICLE VIII – BY-LAWS

SECTION 1. The Association may adopt, amend or rescind such By-Laws as it may deem advisable; provided, however, that no By-Law shall conflict with this Constitution, or with the laws of any State having jurisdiction over any of the activities of the Association, or of the United States.

ARTICLE IX – COMPLAINTS

SECTION 1. Any member may make a complaint in writing against any other Member of an alleged violation of the Constitution and By-Laws of the Association. Such complaints shall be referred to the Executive Board for action.

ARTICLE X – FINANCES

SECTION 1. No expenses that cannot be met by the annual dues shall be incurred by the Association except with the consent of two-thirds of the voting members.

SECTION 2. Each member organization shall pay non-refundable annual dues of $200 no later than the first regular meeting of the calendar year. Membership fees will not be prorated to the end of the calendar year.

SECTION 3. The fiscal year-end of the Association shall by July 31st.

ARTICLE XI

SECTION 1. This instrument shall be changed only: (a) at a regular meeting of the Association; (b) by two-thirds vote of all the Members of the Association; (c) if notice of the proposed action, together with a copy of the desired change shall have been filed with the Secretary at a preceding regular meeting, and shall have been transmitted by him or her to each Member and Associate Member of the Association.

SECTION 2. The Surety Association of Ohio, Inc. is a non-profit corporation organized under the laws of the State of Ohio.