SECTION of REAL PROPERTY LAW BYLAWS ARTICLE I: PURPOSE The purpose of this Section shall be to promote the objects of the State Bar of Georgia within the field of real property law and related subjects; to sponsor actively the continuing education of the bar in this field; to promote cooperation with other professional and business groups engaged in related activities; and to study, review, or initiate proposed legislation or administrative policy for the improvement of the law in this field and make appropriate recommendations thereon to the State Bar of Georgia; all in conformity with the statutes, orders, bylaws, or other rules, regulations, or established policies governing the State Bar of Georgia. ARTICLE II: MEMBERSHIP AND DUES Section 1. Each Member of this Section shall be a member in good standing of the State Bar of Georgia. Any member of the State Bar of Georgia, upon request and payment of Section dues for the current year, shall be enrolled as a Member of this Section. Thereafter, such dues shall be paid in advance each year at the time of payment of dues to the State Bar. Members so enrolled and whose dues are so paid shall constitute the membership of this Section. Section 2. Any Member whose annual dues shall be more than six (6) months past due shall thereupon cease to be a Member and shall be dropped from the rolls of the Section, subject to reinstatement at any time upon the payment of dues for the current year. The annual section dues will be $30.00 or such other amount as is determined by the Executive Committee, subject to the approval of the Board of Governors of the State Bar of Georgia if approval of the Board of Governors is required for changes in dues. ARTICLE III: OFFICERS Section 1. The officers of the Section shall be a Chairperson, a Chairperson-Elect, and a Secretary-Treasurer, all of whom shall be Members of the Section in good standing. Section 2. At the annual meeting of the Section, an election shall be held for the offices of Chairperson-Elect and Secretary-Treasurer. Upon election of the Chairperson-Elect, the Chairperson-Elect elected at the next previous annual meeting of the Section shall become Chairperson. Each officer shall hold office until the conclusion of the election of his or her successor at the next succeeding annual meeting of the Section. Section 3. If a vacancy shall arise in the office of Chairperson, the Chairperson-Elect shall also become acting Chairperson for the 'Unexpired term, and shall also serve as Chairperson for the next succeeding term. If the Chairperson-Elect fails or refuses to serve as acting Chairperson for such unexpired term, (i) the Chairperson-Elect shall be disqualified from serving as Chairperson for the next succeeding term, (ii) the Secretary-Treasurer shall also become acting Chairperson for the unexpired term, and (iii) both a Chairperson and Chairperson-Elect shall be elected at the next annual meeting of the Section. If both the Chairperson-Elect and the Secretary-Treasurer fail or refuse to serve as acting Chairperson for such unexpired term, (I) the President of the State Bar of Georgia shall appoint a Chairperson for the unexpired term, and (ii) both a Chairperson and a Chairperson-Elect shall be elected at the next annual meeting of the Section. If a vacancy shall arise in the office of Chairperson-Elect, an acting Chairperson-Elect shall be elected by the Executive Committee to fill the unexpired term, and a Chairperson and a Chairperson-Elect shall be elected at the next annual meeting of the Section. If the Chairperson-Elect also serves as acting Chairperson, the office of Chairperson-Elect is not vacant. If a vacancy shall arise in the office of Secretary-Treasurer, the Chairperson shall appoint a Secretary-Treasurer to fill the unexpired term. If the Secretary-Treasurer also serves as acting Chairperson, the office of Secretary-Treasurer is not vacant. Section 4. The Chairperson shall preside at all meetings of the Section and of the Executive Committee, shall appoint appropriate committees of the Section to serve during such person's term as Chairperson, shall plan and supervise the program of the Section at its annual meeting, and shall perform all executive and administrative duties necessary or proper to the organization and functioning of the Section, including any duty as from time to time may be prescribed by the Section or by the State Bar of Georgia may be prescribed by the Section or by the State Bar of Georgia. Section 5. The Chairperson-Elect shall assist the Chairperson and, in the absence or disability of the, Chairperson, shall perform duties of the Chairperson. Section 6. The Secretary-Treasurer shall keep minutes of all meetings of the Section and the Executive Committee, maintain the permanent records of the Section, give notices of meetings, compile and keep the financial records of the Section, and perform such other duties as may be prescribed by the Chairperson. ARTICLE IV: EXECUTIVE COMMITTEE Section 1. There shall be an Executive Committee of the Section consisting of the Chairperson, the Chairperson-Elect, the Secretary-Treasurer, the immediate past Chairperson of the Section, and in addition at least fifteen, but not more than twenty-one, regular Members. Regular members of the Executive Committee shall be elected at the annual meeting of the Section. Regular members of the Executive Committee shall serve three year terms but may not be elected to more than two consecutive terms. The terms of office for regular members of the Executive Committee shall be staggered over a three year period, and (except for elections needed to create staggered terms) not more than nine regular Executive Committee members shall be elected at any given annual meeting of the Section. Should any regular member of the Executive Committee resign or otherwise be unable or unwilling to continue service, the Chairperson may appoint a Member to complete the unexpired term. Except for elections needed to stagger terms of office and except for appointed regular members as provided above, the term of office for regular members of the Executive Committee shall commence with that person's election and end with the election of regular members of the Executive Committee at the annual meeting of the Section falling in the third calendar year after that person's election. Section 2. The Executive Committee shall have and may exercise when a meeting of the Section is not in session all of the powers of the Section that may lawfully be delegated. Section 3. The Executive Committee shall meet regularly and shall hold at least one meeting in each of the months of September, November, January and March of each year and at such other times as meetings shall be called by written notice of the Chairperson or any other two members of the Executive Committee. Section 4. All actions of the Executive Committee shall be by majority vote of members present at any properly called meeting thereof at which a quorum is present. Seven (7) members (including officers and regular members) of the Executive Committee shall constitute a quorum for the transaction of business. ARTICLE V: STANDING COMMITTEE Section 1. There shall be the following standing committees of this Section, appointed by the Chairperson, upon consultation with the Executive Committee, to serve during the Chairperson's term of office: Title Practices Committee, the duties of which Committee shall be to maintain a continuing review of the existing title standards, and to recommend amendments to the existing title standards for approval by the Section. The Guaranty Fund Liaison Committee, the duties of which committee shall be to maintain liaison and communications with an appropriate committee or agency of Attorneys Title Guaranty Fund on such matters as may be of mutual interest and to recommend to this Section such actions as may be appropriate. Legislative Committee, the duties of which Committee shall be to seek to keep the Members of the Section informed as to legislation pending before or enacted by the General Assembly of Georgia or the Congress of the United States affecting real property law and other matters directly related to real property law, and to submit for approval by the Executive Committee legislative subjects to be presented to the General Assembly of Georgia. Bylaws Committee, the duties of which Committee shall be to maintain a continuing review of these bylaws and to recommend such amendments from time to time as may be appropriate. Continuing Education Committee, the duties of which Committee shall be to plan, develop, implement under the sponsorship and direction of the Section seminars and educational programs on various subjects of real property law and practice. Residential Real Estate Committee, the duties of which Committee shall be to identify and report to the Executive Committee for its consideration, issues and matters which primarily affect residential real estate law and practice in the State of Georgia. Section 2. The Chairperson shall appoint such other special committees as he or she may from time to time deem appropriate. The Chairperson shall also appoint a Nominating Committee as provided in Article VII, Section 1, of these bylaws. ARTICLE VI: MEETINGS OF THE SECTION Section 1. A regular meeting of the Section shall be held each year at or about the first week of May; the date, time and place to be fixed by the Chairperson. Section 2. A Special Meeting of the Section may be called by the Chairperson to be convened at such time and place and with such program and order of business as may be fixed by the Chairperson. Section 3. Twenty (20) Members of the Section present at any meeting shall constitute a quorum for the transaction of business. Provided, that if by law a greater number is required, the minimum number of Members which can constitute a quorum under applicable law shall constitute a quorum, and proxies may be used and counted under such circumstance. Section 4. All actions of the Section taken at a meeting of the Section shall be by majority vote of the Members of the Section present at any properly called meeting at which a quorum is present. If the proviso in Section 3 of this Article is used to form a quorum, proxies shall be entitled to vote, notwithstanding anything in these bylaws to the contrary. Section 5. At least ten (10) days written notice of the date, time and place of each meeting of the Section shall be given by mailing the same to each Member of the Section on the rolls of the Section in the office of the State Bar of Georgia at the Member's address as the same appears in said office. However, it shall not be required that any such notice be by a specifically separate mailing; the same may be included in other written or printed material which is being distributed by mail to all of the members of the State Bar of Georgia or to any part thereof which is inclusive of all of the Members of the Section. ARTICLE VII: ELECTIONS Section 1. Prior to the annual meeting of the Section, the Chairperson (or acting Chairperson) shall appoint not less than three (3) Members of the Section to a Nominating Committee (one member of which may be the Chairperson or acting Chairperson) which shall nominate one or more Members of the Section to hold the offices of Chairperson-Elect and Secretary-Treasurer (and the office of Chairperson if the office of Chairperson-Elect is vacant) and to fill vacancies for regular members of the Executive Committee whose term of office will expire at the next annual meeting of the Section. The report of the Nominating Committee shall be made to the annual meeting; thereafter, and prior to the election, any Member of the Section present at the annual meeting may nominate any other Member of the Section for election to any of the aforesaid positions. Section 2. The names of all Members of the Section nominated for each office or Executive Committee position either by the Nominating Committee or from the floor shall be submitted to the annual meeting and ballots shall be cast until there shall be a majority of the Members of the Section present favoring the election of a designated Member to an office or position. Voting shall be viva-voce, and the nominee for an office with the lowest number of votes in any ballot shall be dropped from consideration on the next succeeding ballot. Provided, that, for any given election a majority of the Members present may require secret ballots. ARTICLE VIII: FINANCES Section 1. Funds of the Section shall be deposited in the treasury of the State Bar of Georgia and shall be disbursed by the Treasurer of the State Bar of Georgia to pay bills of the Section which have been approved for payment by any officer of the Section. Section 2. Funds of the Section shall be expended for purposes related to the activities of the Section as from time to time shall be authorized by the Executive Committee of the Section. Section 3. Officers, other members of the Executive Committee and Members of the Section shall not be compensated for services thereto. Section 4. A report on the financial position of the Section shall be given at each annual meeting. ARTICLE IX: MISCELLANEOUS Section 1. No part of the net earnings of the section shall inure to the benefit of any Member, officer, Executive Committee member or any private individual, and no Member, officer, Executive Committee member or any private individual shall be entitled to share in the distribution of any of the assets of the Section on dissolution thereof. Notwithstanding any other provision of these bylaws, the Section shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c) (6) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. Section 2. Each officer, Executive Committee member, or agent of the Section shall be indemnified by the Section against those expenses which are allowed by the laws of the State of Georgia and which are reasonably incurred in connection with any action, suit or proceeding, completed, pending or threatened, in which such person may be involved by reason of his or her being or having been an officer, Executive Committee member or agent of the Section. Such indemnification shall be made only in accordance with the laws of the State of Georgia and is subject to the conditions prescribed therein. The Section may purchase and maintain insurance on behalf of any such officers, Executive Committee members or agents against any liabilities asserted against such person whether or not the Section would have the power to indemnify such persons against liability under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, pursuant to Section action, or by insurance carrier, the Section shall provide notice of such payment to the Members in accordance with the provisions of the laws of the State of Georgia. ARTICLE X: EFFECTIVE DATE AMENDMENT Section 1. These Bylaws shall become effective upon approval of the Board of Governors of the State Bar of Georgia. Section 2. These Bylaws may be amended by a majority vote of the Members of the Section present at any properly called meeting at which a quorum is present and subsequent approval thereof by the Board of Governors of the State Bar of Georgia.