ARTICLE I - NAME AND PRINCIPAL OFFICE

The name of the Association shall be Wisconsin Land Title Association. The principal office shall be at the office of the Executive Officer of the Association or as designated by the Board of Directors.

ARTICLE II - OBJECTS AND PURPOSE

The objects and purposes of this Association shall be to promote the general welfare of the abstract and title insurance industry, to promote ethical business standards in the industry, to promote the enactment of sound legislation affecting the industry, to provide information and the education to the members of the public and this Association of the aims and issues of this industry. To this end the Code of Ethics of the Wisconsin Land Title Association is made an integral part of these By-Laws. The Wisconsin Land Title Association highly recommends, but does not require, its members to joint the American Land Title Association.

ARTICLE III - NAME AND PRINCIPAL OFFICE

Section 1 - Classes of Membership
There shall be 3 classes of membership designated as Active, Associate, and Honorary members. Active members shall be limited to any individual, sole proprietorship, partnership, or other business entity who 1.) directly, legally, and regularly engaged in the business of abstracting or insuring titles as a title insurance agent or title insurance underwriter; 2.)having subscribed to the Code of Ethics of this Association; 3.) having agreed to be governed by the By-Laws of this Association and 4.) if engaged in the business of insuring title to real estate shall be and remain in good standing with the Insurance Commissioner of the State of Wisconsin and shall have in force at all times a certificate of authority pursuant to Section 601.04 Wisconsin Statutes.

Associate members shall be limited to only individuals 1.) not qualified for active membership and 2.) engaged in closely allied professions or businesses to the title industry. 2.) engaged in closely allied professions or businesses to the title industry. 3.) approved by the Board of Directors, 4.) having subscribed to the Code of Ethics of this Association and 5.) having agreed to be governed by the By-Laws of this Association.

Honorary members shall be limited to those individuals so designated by the Board of Directors for the performance and/or meritorious service to the Association or to the profession of land title evidencing.

Section 2 - Qualification for and Election to Membership

1. Applications for active or associate membership, in addition to the requirements of Section 1 of this article, shall be made in writing on a form prescribed by the Board of Directors. Such applicant shall furnish any additional information satisfactory to the Board of Directors that will enable the Board to determine the eligibility of the applicant. Approval of an applicant for membership shall be by a majority vote of the entire Board of Directors.
   
   
2. Dues and Assessments. Each active and associate member shall pay annual dues in accordance with a schedule to be fixed by the Board of Directors which may be changed only at the time of each annual convention for the ensuring year, payable on or before February 28th of such year. Honorary members shall pay no dues. Dues paid by new members during the last quarter of the year shall be credited in full for the following year.
   
   The Board of Directors may assess each member in any emergency declared by them, an amount not more than twice the amount of the dues collected from said member for the date of said assessment.
   
   Default of any payment of dues or assessments shall be reason for censure or expulsion under Article IX at the discretion of the Board of Directors.

Section 3 - Representation and Voting
Only active member in good standing shall vote. No vote shall be case by proxy. Each active member in attendance at any meeting shall have one vote. If any active member is represented at any meeting by more than one person, upon the request of the Association, one person shall be designated as the person to vote.

Section 4 - Resignation of Members
Any member may resign by filing a written resignation with the Executive Officer of the Association, but such resignation shall not relieve the member so resigning of the obligation of paying any dues, assessments or other charges theretofore accrued and not paid.

Section 5 - Review of Status
Any sale of a member's business, in whole or in part including but not limited to goodwill, title plant, company assets or controlling shareholder or partnership interests, shall be reason for review by the Board of Directors of the membership status of said member. Upon such review, the Board of Directors may request a new application for membership.

Section 6 - Relationship of Principal Insurers and Agents
Any principle insurer, which is a member of the Wisconsin Land Title Association shall encourage all of its agents in Wisconsin to become eligible and apply for membership in the Wisconsin Land Title Association under Section 2 of this Article.

ARTICLE IV - GENERAL MEMBERSHIP MEETINGS

Section 1 - Annual Convention
An annual convention shall be held at such time and at such place as shall be determined by the Board of Directors.

Section 2 - Spring Meeting
A Spring meeting may be held at such a time and at such a place as shall be determined by the Board of Directors.

Section 3 - Notice of Convention and Meeting
Written or printed notice of each convention or meeting shall be mailed to all members at least one month prior to the convention or meeting date. Said notice shall include all proposals and matters to be brought before the membership for a vote.

Section 4 - Rules of Order
Roberts Rules of Order shall govern all meeting of this Association, its Board of Directors and committees.

Section 5 - Quorum
Those active members in good standing present in person constitute a quorum for the transaction of any business.

Section 6 - Regions
The State of Wisconsin shall be divided into four regions as follows:

Region No. 1 - Kenosha, Racine, Milwaukee, Ozaukee, Washington, Waukesha, Jefferson and Walworth Counties.

Region No. 2 - Brown, Oconto, Manitowoc, Kewaunee, Marinette, Outagamie, Calumet, Vilas, Winnebago, Forest, Florence, Oneida, Lincoln, Langlade, Marathon, Shawano, Wood, Portage, Waupaca, Sheboygan, Fond du Lac, Door and Menominee Counties.

Region No.3 - Douglas, Bayfield, Ashland, Iron, Price, Sawyer, Washburn, Burnett, Polk, Barron, Rusk, Chippewa, Dunn, St. Croix, Pierce, Pepin, Eau Claire, Buffalo, Trempealeau, Jackson, La Crosse, Monroe, Taylor, Clark, and Vernon Counties

Region No. 4 - Juneau, Adams, Waushara, Marquette, Green Lake, Dodge, LaFayette, Sauk, Richland, Crawford, Grant, Iowa, Dane, Rock, Columbia, and Green Counties.

WLTA Region Map...CLICK HERE

ARTICLE V - OFFICERS

Section 1 - Officers
The officers of the Association shall be the President and President-elect. The officers shall be active members of the Association.

Section 2 - Election of and Term of Office
The President-elect shall be elected at the annual convention by the newly elected Board of Directors. Only newly elected Directors shall be eligible for election to the office of President-elect. The President-elect assumes office upon installation but in no event later than adjournment of the annual convention. President-elect shall hold office for one year or until such time as his or her successor has been elected or appointed. The President-elect shall succeed to the office of President during the electoral year next following the annual convention at which he or she was elected to the office of President-elect. The President-elect shall automatically assume office of President until the meeting of the Board of Directors held immediately after the Board of Directors election at the annual convention.

Section 3 - President
The President shall be the chief executive officer and spokesperson for the Association. The President shall preside at all meetings of the membership and Board of Directors. The President shall make all committee appointments, subject to Board approval of committee chairpersons. The President shall be an ex-officio member of all committees.

Section 4 - President-elect
The President-elect shall assume the duties of President in case of absence or inability to act. The President-elect shall be the chairman of the program committee.

ARTICLE VI - EMPLOYEES AND AGENTS

Section 1 - Executive Officer

1. Exployement - the President with the approval of the Board of Directors amy employ an Executive Officer, legal counsel, lobbyists, and providers of any other necessary professional services. The cost or salary for the Executive Officer shall be approved by the Board of Directors.
   
   
2. Duties - Duties of the Executive Officer shall be those as directed by the Board of Directors.

Section 2 - Other Employees or Agents
The President with the approval of the Board of Directors, may employ legal counsel, lobbyists, and providers of any other necessary professional services. The cost or salary for such services shall be approved by the Board of Directors.

ARTICLE VII - BOARD OF DIRECTORS

Section 1 - Number, Qualification and Election

The number of directors shall be ten (10) composed of:

1. Officer Director: President
   
   
2. President Elect: The President Elect
   
   
3. Regional Directors
   
   
   1. Number
      Each of the four regions, created pursuant to Article IV, Section 6, shall designate a member of the region who shall serve on the Board of Directors as a voting member thereof.
      
      
   2. Election
      Election Regional Directors shall be elected at a regional meeting for a two year term. If no such meeting is held, the outgoing Director and President-elect shall act as the nominating committee and submit at least 2 nominees for election to the regional members by mail coordinated through the office of Executive Officer.
   
   
   
4. Four at Large Directors Election
   As set forth in Article VIII, A.9. hereof, the nominating committee shall present at the closing session of the opening day of the annual convention its list of four (4) nominees for the Board of Directors as published in the summer edition of the Association's newsletter prior to the annual convention.
   
   Additional nominations by any party other than the nominating committee may by made, provided that these names are submitted writing to the Executive Secretary of the Association not less than 15 days prior to the Annual Convention, and provided that the names of the nominees shall also Have been seconded by not less than 3 Association members.
   
   Each of the nominating committee's four nominees shall be nominated separately from the nominating committee's other nominees; the nomination and election for the first nominee shall be held and consummated prior to the nomination of the nominating committee's second nominee, and the nominations and elections of the second and all subsequent nominees shall be held in a like manner, until an election held for the nominating committee's last nominee is in fact consummated.
   
   Any nominee having been nominated but not elected, may not be nominated or renominated for at large director until the next regularly held election for at large director the following year.
   
   
5. Past President Director
   The immediate past President shall be voting ex-officio member of the Board of Directors.

Section 2 - Powers
The Board of Directors shall manage the affairs of the Association including, but not limited to:

1. Vacancies
   The Board shall fill vacancies in any elective office or among the Board of Directors, such appointees to hold office until the next convention or until successors are duly elected and qualified or until removed under provision of Section B hereof.
   
   
2. B. Removal of Elective or Appointed Office
   The Board of Directors may remove any elective or appointed officer for violation of the code of ethics or other sufficient cause by a majority vote. Said action shall be reported to the membership. The removed officer shall have the right to appeal to the Association membership. Reversal of removal shall require a two-thirds vote of all active members in attendance at the next annual convention. Upon receiving the two-thirds vote necessary for reinstatement, the officer shall be reinstated, but any action taken by his substitute during the officer's suspension shall be valid.
   
   

ARTICLE VIII - COMMITTEES

Committees of the Wisconsin Land Title Association shall be classed as standing, convention, special committees, and Council of Past Presidents. Any officer or member of the Board of Directors or any members of any classification may serve as chairman or member of any committee.

1. The Standing Committees
   Shall be appointed by the President within a reasonable time after he or she shall assume office. Standing committees shall function from appointment by the President until the close of the next annual convention. Their composition and duties shall be as follows:
   
   
   1. Budget Committee
      Two or more members who shall recommend a budget for the ensuing year to be approved by the Board of Directors and which committee shall review the books of the Executive Officer at the annual convention.
      
      
   2. Legislation and Government Liaison Committee
      One or more members who shall observe, audit and report upon proposed legislation in Wisconsin affecting business of this Association or its members. It shall recommend to the Board of Directors positions and actions this Association should take with regard to all federal and state government action affecting the title industry; coordinate and participate in appropriate action to implement such Wisconsin Land Title Association policy, as authorized by the Board of Directors; carry out an educational program to improve the understanding of federal and state legislatures, regulators, and public agencies regarding the title industry; and be responsible for developing programs and activities to improve title industry rapport with federal and state legislators and agencies. Notwithstanding the foregoing, this committee shall be empowered to take positions and actions in the Association's best interests with regard to federal and state governmental action affecting the title industry, with approval of the president, in the event time does not permit authorization by the Board of Directors.
      
      
   3. Publicity and Public Relations Committee
      One or more members who shall publicize appropriate news of the Association or its individual members as such information may become available. It may engage in any publicity program that will in its judgement benefit the Association or any group of its members, subject to the approval of the Board of Directors.
      
      
   4. Grievance Committee
      Three or more members composed of the Council of Past Presidents who shall have power to consider and investigate complaints involving alleged misconduct by a member in his relations with the general public, the Association or a member thereof, including without limitation, alleged violations of the principles of the Code of Ethics. The Committee may itself initiate investigation as to such misconduct and, on majority vote of its members, may become the complaining party to a grievance, or to undertake any such investigation upon complaint laid before it by a member or by any aggrieved party. The committee shall proceed in the manner provided by Article IX.
      
      
   5. Program Committee
      The President-elect and two or more members who shall arrange the educational program for the Annual Convention and Spring Conference.
      
      
   6. Education Committee
      Three or more members who shall keep the Board of Directors informed as To educational developments for formal instruction in title evidence and Related subjects. At the board of Director's direction the Committee may Itself sponsor seminars or cooperate with educational institutions in such Sponsorship for the formal training of members of this Association and their Employees.
      
      
   7. Membership Committee
      Three or more members who shall endeavor to solicit and encourage applications for membership in the Association.
      
      
   8. Title Insurance Underwriting Liaison Committee
      One or more members who shall be charged or invested with those duties, responsibilities and powers and described in Paragraphs 2 above, provided that such duties, responsibilities and powers related to and arise from matters affecting title insurance underwriters exclusively, including but not limited to title insurance policy forms, as distinguished form matters affecting the business of this Association or its members generally. Every title insurance underwriter which is a member of this Association shall be entitled to appointment of a representative by the President upon receipt by the President of a written request for appointment of such named representatives from an officer of the title insurance underwriter. To the extent that the duties, responsibilities and powers exercised or asserted by the Legislation and Government Liaison Committee contradict, clash or conflict with the duties, responsibilities, and powers exercised or asserted by the Title insurance Underwriters Liaison Committee, the Board of Directors of the Association shall be empowered to determine the proper scope of matters, which shall be considered by the respective committee.
      
      
   9. Nominating Committee
      The nominating committee will be composed of the last three immediate past-presidents of the Wisconsin Land Title Association to be chaired by the most immediate past president plus not more than two other active members of the Wisconsin Land Title Association who may be past presidents. The committee shall identify four (4) nominees for the Board of Directors, and these nominees shall be selected by the committee sufficiently in advance of the Annual convention in order to assure the publication of the names of all the committee's nominees in the summer edition of the Association's newsletter.
      
      
2. The Convention Committees
   The Convention Committee whose appointment and function assure a successful annual convention shall or may be appointed by the President at the time below specified. Convention committees shall function form appointment until the election of a new President. Their duties shall be as follows:
   
   
   1. Convention Committee The President may appoint a committee of one or more members to make arrangements for and handle the necessary commitments for the next annual convention.
      
      
   2. Resolution Committee The President may appoint a committee of one or more members to make arrangements for and handle the necessary commitments for the next annual convention.
      
      
3. Special Committees
   The President may appoint one or more special committees composed of members of any classification as he or she may deem necessary to carry out the orderly functions of the Association in accordance with its purpose and objections, so long as the duties of any such committee are limited and proscribed at the time of appointment until the election of a new president.
   
   
4. Council of Past Presidents
   The Council of Past Presidents shall be composed of all past Presidents, the chairmen of which shall be elected be the members of the Council present at each annual Convention. The Council may elect such other officers as may be determined expedient and proper. The Council of Past Presidents when requested shall, and on its own motion may, advise with and give counsel to the Board of Directors or any officers or committee on any measure deemed to advance the good of the Association, and shall report through the immediate past president at all meetings of the Board of Directors.
   
   

ARTICLE IX - PROCEDURES RESPECTING GRIEVANCES COMPLAINTS AND INVESTIGATION

Section 1 - Complaints

Section 2 - Dismissal of Complaint or Hearing by Committee

Section 3 - Report of Committee and Hearing by Board

Section 4 - Review of Action by Board

Section 5 - Appeal of Membership

Section 6 - Communications

ARTICLE X - AMENDMENTS

Section 1 - By the Board

1. Vote of not less than a majority of the directors present at any regular or special meeting of the board of Directors; and
   
   
2. Written copy of such adoption, alteration, amendment or revision shall have been sent to each member of the Board at least 10 days prior to a regular meeting and at least 5 days prior to a special meeting.
   
   Such adoption, alteration, amendment, or revision of these by-laws, if approved by the Board, shall become effective immediately after the next meeting of the general membership, but only upon the following conditions:
   
   
   1. That a written copy of such adoption, alteration, amendment, or revision together with explanatory statement to the general membership supporting the enactment thereof, shall have been included in the notice of the next meeting of the general membership.
   2. That such adoption, alteration, amendment, or revision shall not have been disapproved by a vote of the majority of the Members present at the next meeting of the general membership.
   3. That unless otherwise specifically provided herein, no amendment or revision of the By-laws, or any part thereof, by the Board of Directors shall affect or change the terms of the office, the power of authority of any officer, or any board member of this Association previously elected or appointed.

Section 2 - By the General Membership

By-laws may also be adopted, altered, amended or revised by a vote of a majority of the members present at any meeting of members, upon 30 days written notice to the membership.

ARTICLE XI - FISCAL YEAR

The fiscal year of this Association shall be the calendar year and its books shall be closed as of December 31 of each year. The financial report of the Treasurer at the annual convention shall be as of the last day of the month preceding the month in which such convention is held.

ARTICLE XII - NON-DISCRIMINATION

Wherever the words "he" or "his" appears written in these by-laws, the words "she" or "her" may be freely substituted.

ARTICLE XIII - OFFICERS AND DIRECTORS INDEMNIFICATION

This Association shall indemnify the officers, employees and directors or former officers, employees and directors of the Association against any recovery he or she becomes obligated to pay, and reasonable expenses, including attorney's fees, actually and necessarily incurred by him or her, in connection with the defense of any civil, criminal or administration action, suit or proceedings in which he or she is made a part or which is threatened by reason of being or have been or because of any act as such officer or director, within the course of his or her duties or employment, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of his or her duties, and also except any action brought by this Association against any officer or director. In the event the question of misconduct is not decided in said action, then the indemnity shall be in effect unless it shall be found by a majority of a committee composed of the directors not involved in the matter or controversy (whether or not a quorum) that it is the best interests of the Association that the indemnity be provided, and that the party or parties involved acted in the scope of their authority as such officers or directors, and were not guilty of misconduct in the performance of his or her duties as such officer or director.

This Association may also reimburse any officer, employee and director for the reasonable costs of settlement of any such action, suit, or proceedings, if it shall be found by a majority of a committee composed of the directors not involved in the matter (whether or not a quorum) that it would be to the interests of the Association that such settlement be made and that such officers and directors were not guilty of misconduct. The Association may take out liability insurance to cover some or all of the obligations placed on the Association by the above provision, and if such insurance is in force, the individual and the Association shall first look to the insurance carrier under their coverage.

The right of indemnification herein provided shall extend to the estate, personal representative, administrator, guardian and conservator or any deceased of former officer of director who himself would have been entitled to indemnification. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such officers, employees, and directors may be entitled.