Association Purpose and Offices
SECTION 1.1 Name
The name of this association shall be “Georgia Association of Professional Bondsmen, Incorporated,” hereafter referred to as GAPB and/or the association; a duly formed Georgia C, not for profit Corporation.
SECTION 1.2 Association Purpose.
The purpose of the Association is to (a) promote professionalism among professional bondsmen in Georgia; (b) provide education and training to members, non-members, and the general public; (c) promote cooperation between the bail bonding profession and the criminal justice system; (d) educate all professional bondsmen and bail recovery agents throughout Georgia, (e) to monitor and attempt to influence governmental decisions that impact the bail bonding profession; and (f) encourage adherence of all bondsmen and bail recovery agents to high standards of conduct and professionalism.
SECTION 1.3 Dissolution.
This Association is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profit or dividends to it members and is organized solely for nonprofit purposes. No part of the profits or net income of this Association shall ever insure to the benefit of any director, officer, or member thereof, or to any individual.
SECTION 2. Principal and Registered Offices and Registered Agent.
The Association shall maintain a registered office and shall have a registered agent. The registered office need not be identical to the principal office of the Association and may be changed at any time by a majority vote of the Board of Directors.
SECTION 3. Other Offices.
The Association may also have an office or offices other than said registered office at such place or places, within State of Georgia, as the Board of Directors shall from time to time determine or the business of the Association may require.
Members and Membership Meetings
SECTION 1. Eligibility of Voting Membership.
Membership shall comprise those Companies within the State of Georgia who are licensed or approved by the authorized Governmental agencies within their respective jurisdictions to execute bail bonds for the public sector. Membership shall not be denied on the basis of gender, race, color, creed, or national origin.
SECTION 2. Types of Members and Voting Privileges.
The Association shall have five (5) classes of members:
- Company Member. Company Members shall be any business duly licensed or otherwise approved or established as a bonding company within the State of Georgia. One representative from each Member Company shall be designated as the representative of such company and shall be entitled to one vote on matters pertaining to the affairs of the Association.
- Agent Member. Agent Members shall be any employee or appointee of any Company Member in good standing with the Association. Agent Members shall not be entitled to vote on any matter affecting or concerning the Association.
- Lifetime Voting Member. A lifetime member is required to pay a one time payment of forty (40) times the annual dues to become a Lifetime Member. The Member maintains voting rights as if he or she were a Company Member. A Life-Membership in the Association is non-transferable.
- Hall of Fame. The Board of Directors may from time to time, appoint individual persons to the Hall of Fame of the Association. Such persons are those who, in the opinion and best judgment of the Board of Directors, have made a substantial contribution toward the advancement of the goals, purposes, or operation of the Association. Such appointment does not constitute voting rights in the Association. However, an individual appointed to the Hall of Fame may vote if they also qualify as a Company Member.
- Associate Member. Any company, business, or individual supporting the purposes and goals of the Association, not otherwise eligible for membership in the classes described above. Associate Members shall not be eligible to vote.
SECTION 3. Good Standing.
All members of the Association who abide by the Georgia Association of Professional Bondsman, Inc. Code of Ethics and have paid all annual dues (if any) required of such members shall be considered members in good standing.
SECTION 4. Membership, Dues and Voting Privileges
- The Board of Directors shall from time to time establish annual membership dues to be paid by each member of the Association. Dues shall be payable on a calendar year basis.
- New members (any entity or individual who has never been a member of any class of the Association) who joins in the third quarter of any one calendar year shall pay an amount equal to fifty (50) percent of the dues amount for that member. Any new member who joins the Association in the fourth quarter of any calendar year shall pay an amount equal to the total annual dues and such amount shall apply to the year of joining as well as the next calendar year.
- Annual dues shall be paid by all members within thirty (30) days of notice from the Association regarding the payment of such dues. Voting privileges in the Association will be suspended after this thirty (30) day period until such time as the delinquent dues amount is paid in full.
- Any member of the Association failing to pay any annual dues within (6) months following notice of such dues assessment, shall automatically lose membership in the Association.
SECTION 5. Meetings, Notice and Waiver.
- Membership meeting shall be held a minimum of once per year. The President of the Association, as directed by the Board of Directors, shall call for any such meeting to be held at any place within the State of Georgia as may be set forth in the notice thereof.
- Written notice of any meeting to members shall be delivered by the Secretary of the Association to each member in good standing not less than forty-five (45) days excluding Saturdays, Sundays, and holidays. The notice of such meeting shall set forth the place, day, and hour of the meeting and shall be accompanied by a written agenda for the meeting.
- Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy.
SECTION 6. List of Members.
The Secretary of the Association shall prepare and keep at the Association registered office or principal place of business, or at the office of its transfer agent or registrar, at least (10) days before each meeting of members, a complete list of the members by class, arranged in alphabetical order by company or name, showing the address, telephone number and e-mail address of each member. Such list shall be open to the examination of any member at the Association office during its hours of operation. The list shall be produced and kept at the time and place of the membership meetings during the whole time thereof, and may be inspected by any member who is present.
SECTION 7. Quorum of Membership Meeting.
The presence of twenty-five (25) members or ten percent (10%) of the membership, whichever is greater, shall be necessary to constitute a quorum of the members at any meeting. In case there is no quorum present on the day fixed for a meeting, the members present may adjourn the meeting from time to time until quorum is obtained, or may adjourn such meeting “sine die”. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.
SECTION 8. Leader and Organization of Meetings.
At each meeting of members, the President, or his or her delegate, shall act as leader of the meeting. The Vice-President, or in his or her absence or inability to act, the person whom the chair of the meeting shall appoint, shall act as Secretary of the meeting and keep the minutes thereof.
SECTION 9. Order of Business.
The order of business at all meetings shall follow as closely as possible the following format:
- Call to order, immediately followed by items 2 through 13,
- Invocation and Pledge,
- Reading of the notice of the meeting,
- Reading of the minutes of the preceding meeting and action thereon,
- Report of the President,
- Reports of the Officers,
- Committee reports,
- Election of Officers and Directors,
- Miscellaneous business placed on the agenda by the Directors or Executive Director,
- Unfinished business,
- New business,
- Announcements, and
All other presentations shall follow the annual meeting.
SECTION 10. Proxies and Absentee Ballets.
Each voting member in good standing may authorize another person or persons to act for him or her by a proxy signed and notarized by such member and the recipient in the form provided by the Association. All proxies shall be effective only for one membership meeting and shall be delivered to the Secretary of the Association prior to the call to order of the effective business portion of the membership meeting.
In the event that a voting member is unable to attend a membership meeting, he or she shall execute and deliver to the Secretary of the Association an absentee ballot. Such ballet shall be signed and notarized by the absentee member in a form provided by the Association. All absentee ballets shall be effective only for one membership meeting and shall be delivered to the Secretary of the Association no later than the call to order of the effective membership meeting or prior to the time of meeting in a manner designated by the Association.
Board of Directors and Board of Director Meetings
SECTION 1. General Powers.
The business and affairs of the Association shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Association and do all such lawful acts and things as are not otherwise required by statute or by any legal agreement to be exercised by the members.
SECTION 2. Number, Qualification, Election, and Term of Office.
- A. The number of directors constituting the Board of Directors shall be sixteen (16).The four (4) officers of the Association along with the Immediate Past President shall serve on the Board of Directors. Additionally, two At-Large Directors shall be elected by a majority vote of the membership. Nine (9) Regional Directors shall be elected by a majority vote of the membership.
- B. Regional Directors shall reside in the region they are elected to represent. Such regions shall be the same regions designated by the Georgia Sheriff’s Association. Directors are required to be voting members of the Association.
- C. Nominations and acceptance for a Director shall occur by submitting a written ballot to the Secretary of the Association on or before the close of business forty-five (45) days before the business meeting when elections occur. Elections shall occur on the day of the business meeting portion of the last membership meeting in even numbered calendar years.
- D. Each Director, except in the case of death, resignation, retirement, disqualification, or removal shall serve for a two year term of until the last membership meeting of the Association for even numbered calendar years and until his successor shall have been elected and qualified.
SECTION 3. Resignation and Vacancies.
- A. Any Director of the Association may resign at any time by giving written notice of his or her resignation to the Secretary of the Association. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any unexpired term vacancy occurring in the Board of Directors may be filled temporarily by appointment by the Chairman of the Board/President of the Association.
At the next meeting, rather it is regular or special, the membership should vote for the position of unexpired term of the vacant seat. Election should be outlined as in Section 2 Paragraph C of this Article.
SECTION 4. Removal.
Any Director may be removed from office with or without cause by the affirmative vote of two-thirds of the Board of Directors. Removal action may be taken at any meeting of the Board of Directors as long as notice of such purpose has been properly given, and a removed Director’s successor may be temporary appointed by the Chairperson of the Board/President at that same time and at the same meeting to serve until a Director can be elected by the membership as provided in Section 2 Paragraph C of this title.
SECTION 5. Duties.
The duties of the Board of Directors shall be to (1) insure the effective operation of the Association, (2) institute such programs and plans as shall generally effectuate the goals and purposes, (3) to perform and take such other actions as the deem appropriate for the benefit and advancement of the Association. The Directors shall act only as a Board and the individual Directors shall have no power as such.
SECTION 6. Expense Reimbursement.
A Director may be reimbursed for reasonable and necessary expenditures made on behalf of the Association, which expenditures may be subject to review by the Board of Directors. No Director of the Association shall in any way commingle any of his individual assets or other assets held or controlled by him with the assets of the Association, and no Director may deal or otherwise contract with the Association in any other capacity except as a Director, Officer, member, if applicable, unless approved by the disinterested members of the Board of Directors.
SECTION 7. Place of Meetings.
Meetings of the Board of Directors shall be held at such place or places, within or without the State, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting. If no resolution is in force, then at the principal place of business of the Association.
SECTION 8. Regular Meetings and Notice.
- A. Regular meetings of the Board of Directors shall be held at least two (2) times during each of the Association’s calendar/fiscal year and at such times as may be agreed upon by the Board. At such regular meetings, the Board shall take up any and all actions and business coming before it or which may be necessary or proper to perform in accordance with the needs of the Association.
- B. Notice of a regular meeting of the Board, along with an agenda for such meeting, shall be forwarded by the Secretary of the Association to all Board members at least ten (10) days prior to any scheduled regular meeting of the Board. Notice of a regular or special meeting of the Board shall be in writing and shall be given by hand delivery or by first class mail. Attendance by a Director at any meeting, either regular or special, shall constitute waiver of notice of such meeting or any defects in such notice.
SECTION 9. Special Meetings and Notice.
- A. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board/President, or in his absence by the Secretary of the Association, or by any two Directors in office at that time. The Directors calling any such special meeting shall collectively insure that the Secretary of the Association receives advance written notice of the exact purpose of such special meeting and the date for such special meeting, which date must be at least seven (7) days after the Secretary receives such notice. Upon receipt, the Secretary shall confer with the President of the Association who shall establish the location where such special meeting shall take place.
- B. Within four (4) days of the Secretary’s receipt of such notice requesting a special meeting of the Board, the Secretary of the Association shall send notice of the time, place, and agenda of such special meeting to all Directors of the Board by hand delivery or first class mail. Attendance by a Director at a special meeting, either regular or special, shall constitute waiver of notice of such meeting or any defects in such notice.
SECTION 10. Quorum.
At any meeting of the Board, the presence of greater than one-half (½) of the Directors of the Association then in office shall constitute a quorum necessary for the transaction of business at any meeting of the Directors. In no event shall be less than eight (8) Directors constitute a quorum.
SECTION 11. Committees.
The Chairperson of the Board/President may, by resolution passed by the Board of Directors, designate one or more committees, including a Membership Committee, each committee to consist of one or more of the directors of the Association. The Chairperson of the Board/President may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each such committee shall have all authority to act in the manner authorized as provided in the resolution creating it.
Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meeting and report the same to the Board of Directors.
SECTION 12. Action by Directors Without a Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto shall be signed by all the Directors and such written consent is filed with the minutes of the proceedings of the board. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors.
SECTION 13. Telephone Conference Calls.
Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of such Board or committee thereof by means of a conference telephone of similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant shall constitute presence in person at such meeting.
SECTION 14. Leader and Organization of Meetings.
At each meeting of the Board of Directors, the Chairperson of the Board/President, or, in his or her absence, another director chosen by the President/Chairman, shall act as Chair of the meeting and preside over such. The Secretary, or, in his or her absence, any person appointed by the Chair, shall act as secretary of the meeting and keep the minutes thereof.
SECTION 15. Order of Business.
The order of business at all meetings of the Board shall be as determined by the Chair of the meeting.
SECTION 1. Designation, Qualification, Election and Term.
- A. The officers of the Association shall be elected by the members and shall include the President, Vice President, Secretary, and Treasurer. Any voting member of the Association may serve as an officer and no officer may serve in more than one office at a time.
- B. All officers shall be elected by a majority vote of the membership eligible to vote at the last regular-meeting of the membership in each even numbered calendar year and shall serve at the will of the membership of the Association.
Nominations and Acceptance for an officer shall occur by submitting a written ballot to the Secretary of the Association on or before the close of business thirty days before the business meeting when elections occur. Elections shall occur on the day of the business meeting portion of the last membership meeting in even numbered calendar years.
Each officer shall hold office for a two year term until his or her successor shall have been duly elected at the elections held in the last membership meeting of even numbered calendar years or until his or her death, resignation, or removal, as hereinafter provided. The President and Vice President shall be limited to two consecutive terms of office.
SECTION 2. Resignation and Vacancies.
- A. Any officer of the Association may resign at any time by giving written notice of his or her resignation to the Secretary of the Association. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.
- B. Any unexpired term vacancy occurring in any officer position may be filled by appointment by the Chairman of the Board/President of the Association.
SECTION 3. Removal.
Any officer of the association may be removed, either with or without cause, at any time by the Board of Directors at any meeting thereof.
SECTION 4. Powers, Duties.
Except as hereinafter provided, the officers of the Association shall each have such authority and perform such duties in the management of the Association as usually pertain to such officers of association for profit, except as otherwise prescribed by the Board of Directors.
- Chairperson of the Board/President. As Chairperson of the Board, this individual shall preside at each meeting of the Board of Directors and at meetings of the membership. As President, this individual shall be the chief executive officer of the Association. He or she shall perform all duties incident to the office of the President and chief executive officer and such other duties as may from time to time be assigned by the Board of Directors, including general supervision and control over all the business and affairs of the Association. The President shall have the following specific powers and duties: (1) general management of the business of the Association as the membership and Board may direct from time to time, (2) see that all orders and resolutions of the Board of Directors are carried into effect, (3) execute contracts and other documents under the seal of the Association, (4) appoint persons to fill unexpired terms of office for Board Members and/or officers as necessary, (5) submit at each annual meeting of members and directors a report of the operations of the Association and from time to time report to the Directors all matters within his or her knowledge that should be brought to their attention in the best interests of the Association, (6) represent the Association at all business and social affairs as directed by the membership and the Board, and (7) have such other powers, duties, and authority as may be set forth elsewhere in these Bylaws and as may be prescribed by the Board of Directors from time to time.
- Vice President. This officer shall (1) have general superintendence and direction of all the other officers, employees and independent contractors of the Association and see that their respective duties are properly performed, including the hiring, daily management and termination duties of all Association employees or independent contractors, (2) in the sudden absence or incapacity of the Chairman of the Board/President, shall take over all duties of that office as necessary, and (3) in general, perform all duties incident to the office of Vice President and such other duties as from time to time may be assigned by the Board of Directors.
- Treasurer. The Treasurer of the Association shall be its chief financial officer and (1) have charge and custody of, and be responsible for, all the funds and securities of the Association, (2) keep full and accurate accounts of receipts and disbursements in books belonging to the Association, (3) deposit all moneys and other valuables to the credit of the Association in such depositories as may be designated by the Board of Directors or pursuant to its direction, (4) receive, and give receipts for, moneys due and payable to the Association from any source whatsoever, (5) disburse the funds of the Association and supervise the investments of its funds, taking proper vouchers therefore, (6) render to the Board of Directors or membership, whenever required, an account of the financial condition of the Association, (7) maintain accurate lists and descriptions of all capital assets of the Association, including but not limited to leaseholds, buildings, office equipment, and supplies, (8) oversee the proper drafting of all checks, drafts, notes and orders for the payment of money as required in the business of the Association and to see that all such instruments are properly executed, (9) create and maintain an annual budget for the Association which shall be presented to the membership at the last membership meeting in each calendar year, and (10) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
- Secretary. The Secretary shall be the custodian of and shall maintain the Association’s books and records and be the recorder of the Association’s formal actions and transactions. The Secretary shall have the following specific powers and duties: (1) keep the minutes of all meetings of the Board of Directors, the committees of the Board of Directors, and the members, (2) keep and provide for display in a manner and form as elsewhere required herein, an up-to-date list of all members of the Association, (3) see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law, (4) be custodian of the records and the seal of the Association and affix and attest the seal to all documents of the Association as required, (5) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed, (6) attend all meetings of the Board of Directors and all meetings of the members to record all proceedings of such meetings in a book to be kept for that purpose and shall perform like duties for any committees when required, (7) keep at the principal office, open for inspection by members at all reasonable times, the original or a certified copy of the Bylaws of the Association, as amended or otherwise altered to date (8) attend to such correspondence and to make reports as may be assigned to him or her; and (9) in general, have such other powers, duties and authority as from time to time may be assigned by the Board of Directors or as set forth herein.
SECTION 5. Expense Reimbursement.
An Officer may be reimbursed for reasonable and necessary expenditures made on behalf of the Association, which expenditures may be subject to review by the Board of Directors. No Officer of the Association shall in any way commingle any of his individual assets or other assets held or controlled by him with the assets of the Association, and no Officer may deal or otherwise contract with the Association in any other capacity except as a Director or member, if applicable, unless such action is approved in writing by the disinterested members of the Board of Directors.
Indemnification of Directors and Officers
SECTION 1. General.
The Association shall indemnify any person who was or is a party or its threatened to be made a party to any threatened, pending, or contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if such person acted in a manner he or she believed to be in , or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
SECTION 2. Indemnification in Certain Cases.
To the extent that a director, officer, employee, or agent of the Association has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections and 2 of this Article, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred in connection therewith.
SECTION 3. Authorization.
Any indemnification under Section 1 of this Article (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such Section 1. Such determination shall be made: (a) by the Board of Directors 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 and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the affirmative vote of a majority of the shares entitled to vote thereon.
SECTION 4. Expenses in Advance of Disposition.
Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association 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, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Association as authorized in this Article.
SECTION 5. Rights Not Exclusive.
The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, bylaw, agreement, vote of stockholders, or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity which holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
SECTION 6. Insurance.
The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any capacity against any liability asserted against him or her incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of this Article.
SECTION 7. Notice.
If any expenses or other amounts are to be paid by way of indemnification, otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Association, the Association shall, not later than the next annual meeting of shareholders, unless such meeting is held within three (3) months from the date of such payment and, in any event, within fifteen (15) months from the date of such payment, send by first-class mail to its shareholders of record at the time entitled to vote for the election of Directors, a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.
SECTION 8. Definition of Corporation.
For the purposes of this article, references to “the Corporation” include, in addition to the surviving or new corporation, any merging or consolidating corporation absorbed in a merger or consolidation as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee, or agent of such a merging or consolidating corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he or she would if he or she had served the resulting or surviving corporation in the same capacity.
SECTION 1. Inspection of Books and Records.
All accounts, books, and records of the Association shall be open for inspection to any member in good standing of the Association. The Board of Directors shall establish reasonable rules and regulations, not in conflict with law, governing such inspection.
SECTION 2. Fiscal Year.
The fiscal year of the Association shall be fixed as a calendar year, and once fixed, may thereafter be changed by resolution of the Board of Directors.
SECTION 1. Power to Amend Bylaws
The voting membership of the Association shall have the exclusive authority and power to alter, amend or repeal these Bylaws or to adopt new Bylaws.
SECTION 2. Conditions
Action taken by the membership with respect to Bylaws shall be taken by an affirmative vote of two-thirds majority of all members present at any regular or special meeting of the Association. Proposed changes must be published and mailed to all members of the Association at least 30 days no more than 45 days prior to membership/special meeting where the proposed changes will be voted on.