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UNITY BAIL ALLIANCE ASSOCIATION OF BAIL AGENTS - VIRGINIA BY-LAWS

ARTICLE I ORGANIZATION
Section 1.1 Name. Then name of the Corporation (hereinafter referred to as Association) shall be the Unity Bail Alliance, and shall operate as the Unity Bail Alliance Association of Bail Agents - Virginia. Section 1.2 Corporate Offices. The principal office of the Association shall be located in Yorktown, Virginia. The Association may from time to time establish such other offices as the board of Directors may designate or as the affairs of the Association may require. Section 1.3 Purpose. The Association is organized exclusively for charitable, educational, advocacy, or scientific purposes within the meaning of 501(c)4 of the Internal Revenue Code, including the purposes of serving the evolving needs of the bail industry (including licensed property and surety bail bondsmen in Virginia) through outreach and education, self-regulation, support of and participation in the criminal justice system and the provision of private sector pre and post-trial services.

ARTICLE II MEMBERSHIP
Section 2.1 Members. 2.1.1 Members. Application for membership shall be open to any person as described below who completes an application for membership. 2.1.2 The Association shall have the following categories of members: 1. Individual Bail Agent. Individuals who are licensed as surety bail bondsmen and or property bail bondsmen in the Commonwealth of Virginia shall qualify for Individual Bail Agent Membership. The Individual Bail Agent membership shall be a voting member level. 2. Bail Agency Member. Individual bail bond companies located within the Commonwealth of Virginia shall qualify for Bail Agency Membership. The Bail Agency Member shall be entitled to one vote, when membership votes are taken. 3. Bail Insurance Company Member. Individual bail insurance companies licensed within the Commonwealth of Virginia shall qualify for the Bail Insurance Company Membership. The Bail Insurance Company membership shall be a non-voting member level. 4. Friend of Bail. Any other person who has an interest in supporting the preservation and growth of Virginias commercial bail industry shall qualify for the Friend of Bail Membership. The Friend of Bail membership shall be a non-voting member level.

Section 2.2 Meetings of Members. 2.2.1 Annual Meeting. The date of the regular annual meeting of membership shall be set by the Board of Directors, who shall also set the time and place. 2.2.2 Special Meetings. The Chairperson, the Executive Committee, or a simple majority of the Board of Directors may call special meetings. 2.2.3 Dues. Membership dues shall be set as follows, on a per annum basis. These dues are subject to change by a majority vote of the Board of Directors. Individual Bail Agent....$150.00 Bail Agency (Company).......$500.00 Bail Enforcement Agent...$150.00 Bail Insurance Company..$1,000.00 Friend of Bail.....$50.00

ARTICLE III BOARD OF DIRECTORS


Section 3.1 General Powers. The Board is responsible for overall policy and direction of the Association. The Board must approve the budget and any major change in the budget. The Board receives no compensation other than reimbursement for reasonable expenses. Section 3.2 Board Composition. The Board of Directors shall have Seven (7) members. Each Board of Directors member shall be eligible to vote on matters considered by the Board. Section 3.3 Interim Board of Directors. An interim Board of Directors shall be appointed at the inception of this Association. The interim board consists of licensed surety and property agents across Virginia. An Addendum to this document (Addendum A) shall list this interim board by name. The interim board shall serve until such time as the General membership is able to vote in permanent board elections, but shall not under any circumstances exist for a period longer that One (1) year. Section 3.4 Board Elections. Board of Directors members shall be elected by majority vote of the membership of the Association. Section 3.5 Terms. All Board members, except interim and initial board members, shall serve a two year term. Board members are eligible for reelection; however, no Board member shall serve more than Three (3) consecutive Two (2) year terms. The initial elected board shall serve staggered terms of One (1) and Two (2) year terms, to be determined by a random selection method as determined viable by the interim board. Section 3.6 Vacancies. When a vacancy on the Board exists, the Board may receive nominations for new members from individual Board of Directors members or by any member of the Association, if such nomination contains the endorsement (by signature) of Ten (10) other members of the Association, at least Two (2) weeks in advance of a

Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next board meeting. All vacancies will be filled only to the end of the particular membership term. Section 3.7 Resignation, Termination, and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be removed from the Board for excess absences if he or she has three unexcused absences from Board meetings within a year. A Board member may be removed other reasons with good cause shown, by a majority vote of the remaining Directors. An absence may be excused by majority vote of the Board of Directors. Section 3.8 Quorum. A Quorum shall be established by a majority of the Board members. (At least Four (4) board members). A Quorum must be present before the board may transact business or make and or pass motions. Section 3.9 Meeting Frequency. The Board shall meet at least quarterly, at an agreed upon time and place. Section 3.10 Meeting Notice. The annual schedule of Board meetings shall be determined by the Board and will serve as official notice of Board meetings. Notice of a meeting may be given by postal mail, telephone, fax, or email and must occur at least Two (2) days before the meeting. Section 3.11 Special Meetings. Special meetings of the Board may be called upon a request by the Chair. The Secretary shall send out notices of special meetings to each Board member, postmarked at least Two (2) weeks in advance of the meeting. If such notice is not possible, the Secretary must make all reasonable attempts to notify Board members with as much advance notice as possible. Section 3.12 Telephonic Meetings. Any Director may participate in a meeting of the Board by means of a telephone conference or similar communications equipment, if available, which permits all persons participating in the meeting to hear one another at the same time. Participation by such means shall constitute presence in person at a meeting and shall be counted toward the required quorum. Section 3.13 Voting At Meetings. Votes may be cast at regular or special Board meetings by voice, show of hands, or written ballot. A vote may also be cast by telephone, electronic mail, facsimile, or another electronic transmission if the voting Director is participating in a meeting by telephone conference or other communications equipment which permits all persons participating in the meeting to hear one another at the same time. At all times the chair or presiding director shall determine what method of casting votes is appropriate at a given meeting. Section 3.14 Action Without Meeting. The Board of Directors may not take action without a meeting.

Section 3.15 Conflicts Of Interest. In the event that any Director or staff member has a personal or business interest in or is involved with an organization with which the Association is considering a business transaction, such interest or involvement shall be disclosed to the Association. In such event, the Director or staff member may answer pertinent questions of other Directors, staff or committee members when knowledge regarding the matter will assist the Association. However, the Director shall not vote on any such proposed business transaction where such an interest exists. No such transactions shall be approved except by majority consent of those present after being fully advised of the interest of the disqualified Board member. Failure to reasonably disclose a potential conflict of interest or other violation of this policy may result in immediate dismissal from the Board or staff of the Association.

ARTICLE IV OFFICERS
Section 4.1 Officers And Duties. There shall be Seven (7) officers of the Board consisting of a Chair, a Vice-Chair, Secretary, Treasurer, and Three (3) At-Large Officers. The Board shall elect the officers annually. Their duties are as follows: 4.1.1 The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary, Treasurer, and At-Large Officers. 4.1.2 The Vice-Chair will chair committees on special subjects as designated by the Board and will serve in place of the Chair, if the Chair is unavailable. 4.1.3 The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of Board minutes at all meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring the Associations records are maintained. 4.1.4 The Treasurer shall make a report on the finances of the Association at each Board meeting. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. The Treasurer shall chair the Finance Committee. 4.1.5 The At-large officers shall be available to assume the duties of any other officer who is unavailable to serve.

ARTICLE V COMMITTEES
Section 5.1 Authority. The Chair may create committees, other than special committees created by the Board to carry out specific objectives of the Board, as needed. There shall be Six (6) standing committees, the Executive Committee, The Professional Standards and Disciplinary Committee, The Certification Committee, The Elections Committee, The Finance Committee, and The Legislative Committee. The Chair shall appoint all Committee Chairs, except for the Executive Committee, which shall be chaired by the Chairperson of the Board of Directors. Section 5.2 Executive Committee. The Officers of the Board of Directors shall serve on the Executive Committee. The Executive Committee shall have governing authority over the Association and its day to day affairs.

Section 5.3 Professional Standards and Disciplinary Committee. The Professional Standards and Disciplinary Committee shall consist of a Chairperson, and at least 3 Association members. The Professional Standards and Disciplinary Committee shall promulgate rules and procedures for the administration of the Associations professional review and disciplinary system and, subject to the approval of the Board, appoint the members of the disciplinary review panel and the Solicitor, who shall be responsible for investigating and prosecuting matters under this section and any rules and procedure promulgated by the Professional Standards and Disciplinary Committee. The Board of Directors may appropriate a salary for the solicitor in the Associations annual budget. Section 5.4 Certification Committee. The Certification Committee is responsible for the establishment of criteria for the certification of Virginia bail agents by the Unity Bail Alliance Association of Virginia Bail Agents. Section 5.5 Elections Committee. The Elections Committee shall be appointed by the Board to represent diverse aspects of the bail industry in Virginia. The Elections Committee shall consist of at least Three (3) Association members, consisting of at least One (1) Board of Directors member. Committee members shall serve One (1) year terms. The Elections Committee shall be responsible for organizing elections and managing the nomination process as outlined in the Association bylaws. Section 5.6 Finance Committee. The Finance Committee shall be comprised of at least Three (3) Association members appointed by the Board, and shall be chaired by the Treasurer. The Finance Committee is responsible for oversight of fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Finance Committee is required to submit quarterly reports to the Board showing income, expenditures, and pending income. Section 5.7 Legislative Committee. The Legislative Committee shall be appointed by the Board to represent diverse aspects of the bail industry in Virginia. The Legislative Committee shall consist of at least Three (3) Association members, consisting of at least One (1) Board of Directors member. Committee members shall serve One (1) year terms. The Legislative Committee shall be responsible for establishing legislative priorities and strategies that affect the bail bonding community in Virginia.

ARTICLE VI STAFF
Section 6.1 Staff. The Board shall appoint, and may hire, a solicitor to present cases to the Professional Standards and Disciplinary Committee. The Board can hire other staff as it determines necessary. The solicitor shall not be a licensed bail bondsman.

ARTICLE VII MISCELLANEOUS PROVISIONS

Section 7.1 Fiscal Year. The Associations fiscal year shall be July 1st through June 30th. Section 7.2 Expenditures. All expenditures must be within budget. Section 7.3 Bonds. Any officer or member of the staff whose duties include handling or withdrawal of the Associations funds is required to be covered by a fidelity bond in such amount and under such terms as may be required by the Board. Section 7.4 Insurance. Within One (1) year of adoption of its initial Bylaws, the Association shall purchase and maintain Directors and Officers insurance on behalf of a Director, Officer, Employee, or Agent of the Association against liability asserted against or incurred by him or her in that capacity or arising out of his or her status as such. Section 7.5 Financial Records. The financial records of the Association are public information and shall be made available to the membership and all Board members. Section 7.6 Parliamentary Authority. Roberts Rules of Order, latest edition, shall be the parliamentary authority governing the Association.

ARTICLE VIII AMENDMENTS


The powers to alter, amend, or repeal the Bylaws of the Association or to adopt new Bylaws shall be vested in the Board of Directors. Any amendment to the Bylaws shall be submitted to the Board of Directors in writing not less than Thirty (30) days prior to the meeting at which the amendment is to be considered. Amended and Adopted this, the 28th Day of February, 2012.

Confirmed and Approved by the Unity Bail Alliance Board of Directors.

Yeas 6 Nays 0 Not Voting - 1

ADDENDUM A
INTERIM BOARD OF DIRECTORS 1)William Norton 2)Beverly Powell 3)Brian Cole 4)Aaron Duncan 5)Paul Duvall 6)Wayne Schneider 7)Stokes McCune

The term for the interim board shall expire at such time as an election may be scheduled, or on October 25, 2012, whichever is sooner. Under no circumstances may the interim board exist under authority of these Bylaws after October 25, 2012.

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