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Amended and Restated By Laws
Of the
Colorado Association of Certified Closers, Inc.
(A Statewide Association)
Adopted August 21,2010 |
Article I
Name and Location |
The name of the organization shall be Colorado Association of Certified Closers, Inc., a Colorado nonprofit, non-sectarian, and nonpartisan corporation, hereinafter referred to as THE ASSOCIATION. The address of THE
ASSOCIATION to be designated by the Executive Board and as stated in the records of THE ASSOCIATION on file
with the Colorado Secretary of State. Meetings of Members, Officers, Executive Board and Colorado AEA and AEA
Alternate Directors may be held at such places within the State of Colorado, as may be designated by the Executive
Board. |
Article II
Objectives |
The objectives of this organization shall be to:
a. Promote the interest of closing personnel employed in the offices of Lending Institutions, Real Estate Firms,
Title Insurance Companies and allied businesses;
b. Elevate the standards of persons in the closing profession;
c. Bring about a spirit of cooperation and communication among closing personnel;
d. Uphold the integrity, dignity and responsibility of its members in their duty to employers and clients;
e. Extend the opportunities through educational programs designed to increase the knowledge, skill and
techniques of persons in the closing profession.
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Article III
Membership |
Membership in THE ASSOCIATION shall consist of Active, Associate, Affiliate, and Members At Large who are in
good standing with THE ASSOCIATION along with Honorary Members as defined below.
a. An Active Member shall be a person who subscribes to the objectives of THE ASSOCIATION.
b. Members At Large shall be any individual associated within the real estate industry whose place of business
lies outside the State of Colorado. c. An Honorary Member shall be a person who has performed meritorious service for THE ASSOCIATION and
who has been selected by the Executive Committee for such membership. They shall not be required to pay
the state portion of THE ASSOCIATION dues.
d. All Active members in good standing shall be accorded all social privileges of THE ASSOCIATION.
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ARTICLE IV
Dues |
Section 1. Membership dues shall be the required amounts for THE ASSOCIATION and the American Escrow
Association. The dues for all Active members shall be payable at the August quarterly meeting for the fiscal year.
a. Dues for members joining throughout the year shall be payable at the following quarterly meeting at a
prorated amount determined by the Board of Directors at the Annual Business Meeting. If no action is taken
thereon at such meeting, the dues shall remain the same.
b. Dues for Members At Large shall be determined by the Board of Directors at the Annual Business Meeting. If
no action is taken thereon at such meeting, the dues shall remain the same. Dues for Members at Large shall
be payable upon application for membership.
c. Membership dues may be corporate dues for all real estate related companies (i.e.; title companies, escrow
companies, mortgage companies, banks, and real estate offices) in the State of Colorado. Corporate dues
will be established based on the number of escrow officers, closers, processors, loan officers, loan processors,
loan closers, realtors, real estate personnel, and real estate agents in the company and all the same listed
above shall be considered members in good standing.
Section 2. A member is in good standing only when dues are paid THE ASSOCIATION. A member whose dues are
not paid shall not be included in THE ASSOCIATION roster. |
ARTICLE V
Professional Designation |
Professional Designations of THE ASSOCIATION shall be Certified Loan Closer, Certified Real Estate Closer, Senior
Certified Real Estate Closer, and Senior Certified Loan Closer. The Professional Designations shall be awarded in
accordance with the requirements of the Professional Designation Committee, as approved by THE ASSOCIATION
Board of Directors. |
ARTICLE VI
Fiscal Responsibility |
Section 1. Fiscal year shall commence on the first day of June and shall end on the last day of May.
Section 2. An auditing committee of three (3) members shall be selected at the February meeting who shall audit
the treasurer's records within thirty (30) days after the close of the Treasurer's term of office and shall report to
THE ASSOCIATION at the next regular meeting. |
ARTICLE VII
Officers |
Section 1. Officers of THE ASSOCIATION shall be a President, President Elect, First Vice President, Second Vice
President, Recording Secretary, Treasurer, Immediate Past President, and Corresponding Secretary. The
Corresponding Secretary shall be appointed by the President. Other elected officials of THE ASSOCIATION shall be
a Colorado Director, an Alternate Director, five (5) Colorado Delegates and five (5) Alternate Delegates to the
American Escrow Association.
Section 2. The term of office shall be one year and shall start immediately following installation during the Annual
Conference for the President and President Elect. All other officers shall start immediately following the fiscal
year, except for the AEA Director and Alternate Director.
a. Officers may serve a maximum of two consecutive years in any one office. No limitation shall be placed on the
number of terms for Colorado Delegates and Alternate Delegates to the American Escrow Association.
b. The AEA Director and AEA Alternate Director shall be elected for a two-year term and their term of office shall
run from August 1 to August 1 of each year.
Section 3. An Active Member, who is in good standing, shall be eligible to hold any office of THE ASSOCIATION.
Section 4. An Officer may be removed from his or her office, for cause, by a majority vote of the members of the
Executive Committee. In the event an Officer misses more than three (3) successive meetings of any combination
of Executive Committee meetings or ASSOCIATION meetings during his or her term, such Officer will be deemed to
have resigned from his or her office. The Executive Committee may ignore the requirement for attendance if there
are extenuating circumstances and allow the Officer to continue in office. If any Officer shall be removed pursuant
to this Section, he or she shall be notified immediately by the President in writing and the vacancy shall be filled in
according with Section 4 or 5, as applicable, of Article VIII. |
ARTICLE VIII
Nominations and Elections |
Section 1. At the November meeting, THE ASSOCIATION shall elect a nominating committee which shall consist of
three (3) members from different area of the State, who shall then elect a Chair, prepare a slate of one or more
candidates for each office and for the positions of Colorado Director and Alternate Director to AEA, such slate to
be announced at the February meeting.
Section 2. Nominations may also be made from the floor at THE ASSOCIATION Annual Business Meeting.
Section 3. Elected officials shall be elected by written ballot, except in the case of one nominee when voting may
be viva voce, at THE ASSOCIATION Annual Business Meeting.
Section 4. Installation of Officers shall take place at THE ASSOCIATION Annual Business Meeting. In the event a
special election is held due to the resignation or removal of any officer, the person elected to fulfill the remainder
of the term shall be installed immediately after such election.
Section 5. Any vacancies among the elected officials, except the office of President, President Elect, and Colorado
Director to AEA, shall be filled by a majority vote of THE ASSOCIATION Board of Directors voting thereon by ballot.
THE ASSOCIATION Executive Committee shall have the authority to make temporary appointments to fill such
vacancies, except in the office of President, President Elect, and Colorado Director to AEA, for the interim between
meetings of THE ASSOCIATION Board of Directors, provided a regular or specifically called meeting of THE
ASSOCIATION Board of Directors is not to be held within thirty (30) days of the date when the office is declared
vacant.
Section 6. At the February meeting, THE ASSOCIATION shall receive nominations from the floor for the five
positions of Colorado Alternate Delegate to the American Escrow Association Annual Business Meeting and
Conference. An election shall follow by written ballot, except in the case when voting may be viva voce. Only
Active Members who are in good standing shall be eligible for election. |
ARTICLE IX
Duties of Elected Officials |
Section 1. President shall be the presiding officer at all meetings of THE ASSOCIATION, of the Executive Committee
and the Board of Directors.
Section 2. President Elect shall perform the duties of the President in the absence of the President or upon the
inability of the President to perform the duties of the office. In the event the President is unable to resume the
duties of the office, the President Elect shall succeed to the office of the President and shall serve the remaining
portion of the current term of office, and continue to serve the following year, the year for which elected. The
President Elect shall serve to coordinate the Annual Conference of THE ASSOCIATION.
Section 3. First Vice President shall perform the duties of the President in the absence of both the President and
President Elect. It shall be the specific duty of the First Vice President to assist the President in every way possible
and to act as representative of the President when requested. The First Vice President shall serve to promote the
Education of THE ASSOCIATION.
Section 4. Second Vice President shall perform the duties of the President in the absence of the President,
President Elect, and the First Vice President. The Second Vice President shall serve to promote the Membership of
THE ASSOCIATION.
Section 5. Recording Secretary shall take and transcribe the minutes of the proceedings of the Executive
Committee meetings, THE ASSOCIATION Board of Directors meetings and THE ASSOCIATION Annual Business
Meeting. The Recording Secretary shall prepare drafts of all minutes for THE ASSOCIATION President and
Parliamentarian to review and approve before they are prepared for distribution.
Section 6. Treasurer shall collect all monies belonging to THE ASSOCIATION and shall deposit the same in a
bank(s) selected by THE ASSOCIATION Executive Committee. The Treasurer shall obtain a surety bond for an
amount equal to the greatest monthly balance of the preceding year, the premium for this bond to be paid by THE
ASSOCIATION. The Treasurer shall act as the Corporate Registered Agent for THE ASSOCIATION.
Section 7. Corresponding Secretary shall conduct the correspondence of THE ASSOCIATION, under the direction of
THE ASSOCIATION President.
Section 8. Colorado AEA Director shall attend all AEA meetings for THE ASSOCIATION, and report on any changes
or activity to the Board of Directors at the next Quarterly or Annual Business Meeting.
Section 9. Colorado AEA Alternate Director shall perform the duties of the Colorado AEA Director in the absence
of the AEA Director. |
ARTICLE X
Meetings |
Section 1. Regular meetings shall be held four times each year; in May, August, November, and February, unless
otherwise ordered by THE ASSOCIATION or by the Executive Committee.
Section 2. The May meeting shall be the Annual Business Meeting each year. The date and place shall be
determined by the Board of Directors and it shall be the purpose of the Annual Business Meeting to receive reports
of the officers and chairs for the preceding year, act on recommendations, resolutions, and other business
presented, elect officers for the ensuing term and adopt a budget for the ensuing year. |
ARTICLE XI
Board of Directors |
Section 1. The Officers, Immediate Past President, all Past Presidents who are active members, Standing
Committee Chairs, Colorado Director to the American Escrow Association, Parliamentarian, Corresponding
Secretary, and Regional Directors as appointed, shall constitute THE ASSOCIATION Board of Directors.
Section 2. THE ASSOCIATION Board of Directors shall:
a. Transact the business of THE ASSOCIATION at all of THE ASSOCIATION meetings;
b. Establish major administrative policies governing the affairs of THE ASSOCIATION;
c. Devise and implement measures for the growth and development of THE ASSOCIATION consistent with its
purposes;
d. Decide upon the date and place for THE ASSOCIATION Annual Business Meeting and Annual Conference;
e. Contract for services as needed;
f. Determine the method of auditing the records of THE ASSOCIATION;
g. Establish committees as necessary.
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ARTICLE XII
Executive Committee |
Section 1. President, President Elect, First Vice President, Second Vice President, Recording Secretary, Treasurer,
Corresponding Secretary, and Immediate Past President shall constitute the Executive Committee, and shall have
the power to act for the Board of Directors between meetings of the Board and shall report any action to the
Board.
Section 2. It shall be the duty of the Executive Committee to ratify appointments of standing committee chairs
and other appointments where approval is required.
Section 3. A Parliamentarian may be appointed by the President, subject to the approval of the Executive
Committee, who shall serve at all meetings of THE ASSOCIATION, shall attend meetings of the Executive
Committee and the Board of Directors and shall serve with vote.
Section 4. The results of a vote of the Executive Committee, in any form (i.e. telephone, email, and facsimile),
must be transcribed into written form and attached to the minutes of the next scheduled Executive Committee
Meeting. Such vote shall have the force and effect of a vote taken at a meeting.
Section 5. A majority of the members of the Executive Committee shall constitute a quorum of that body. |
ARTICLE XIII
Standing Committees |
Section 1. Standing Committees of THE ASSOCIATION shall be: Affiliate Liaison; By-Laws and Policies and
Procedures; Government Affairs; Marketing; Professional Designation; Ways and Means; and Website.
Section 2. Committee chairs shall be appointed for a term of one year, may be re-appointed but may not serve
more than three (3) consecutive years as chair of the same committee.
Section 3. Any Active member may serve as chair(s) of the standing committees.
Section 4. All standing committee chairs shall serve with one vote. In the case of co-chairs, only one vote shall be
allowed for the committee. |
ARTICLE XIV
Voting Body |
Section 1. Any member in good standing with THE ASSOCIATION shall have a vote at any normally scheduled
meeting of THE ASSOCIATION.
Section 2. The quorum of THE ASSOCIATION meetings shall be one third of the filled positions of the Executive
Committee and Standing Committee Chairs and at least five other voting members of THE ASSOCIATION. |
ARTICLE XV
Member of American Escrow Association |
Section 1. Duties of THE ASSOCIATION to the American Escrow Association (AEA) shall be as follows:
a. To elect the Director, the Alternate Director, five (5) Delegates and five (5) Alternate Delegates to
represent THE ASSOCIATION in all affairs involving the AEA.
b. It shall be the duty of THE ASSOCIATION President to deliver to the AEA Director, the names and
addresses of all THE ASSOCIATION officers and chairs within the (10) days after election and appointment,
who shall then forward said list to AEA.
c. It shall be the duty of THE ASSOCIATION Treasurer to remit national dues with a membership roster to
AEA and all other monies due AEA as provided by its guidelines.
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ARTICLE XVI
Parliamentary Authority |
The rules of the parliamentary practice comprised in Robert's Rules of Order Newly Revised shall govern all
proceedings of THE ASSOCIATION, the Board of Directors, and the Executive Committee, subject to such special
rules as have been or may be adopted, and insofar as they are not inconsistent with these by-laws. |
ARTICLE XVII
Amendments |
Section 1. All proposed amendments shall be sent in writing to the membership at least 45 days before they are to
be voted on.
Section 2. The by-laws may be amended by THE ASSOCIATION at any regularly scheduled meeting by a two-thirds
vote of the members in attendance. |
ARTICLE XVIII
Dissolution |
Upon the dissolution, abandonment, or termination of THE ASSOCIATION, no income, contribution or other
revenue or funds shall inure to the benefit of any individual. The Executive Committee shall, after paying or
making provision for the payment of all liabilities of THE ASSOCIATION, dispose of all assets of THE ASSOCIATION
by giving them to charity |
| CERTIFICATE OF SECRETARY |
I, Pam Sasser, being the duly elected and acting Secretary of Colorado Association of Certified
Closers, Inc., a Colorado nonprofit corporation, THE ASSOCIATION, do hereby certify that the
foregoing Amended and Restated By-Laws of Colorado Association of Certified Closers, Inc.
were duly adopted by the Board of Directors of the Association on August 21, 2010 and
constitute the By-Laws of Colorado Association of Certified Closers, Inc. |
Pamela Sasser, Secretary
Colorado Association of Certified Closers, Inc.
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