[Board3voting] [EXTERNAL] Re: Proposed WLTA Bylaws Amendments - Call for Motion, Second and Vote

Mon Apr 14 15:38:56 PDT 2025

I am in favor of the motion

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Craig Trummel
Regional Underwriter/Washington State Counsel
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From: Board3voting [mailto:board3voting-bounces at washingtonlandtitle.com] On Behalf Of Callahan, Ashley
Sent: Monday, April 14, 2025 3:30 PM
To: Maureen Pfaff <maureen at olypentitle.com>; George Peters <execdirector at washingtonlandtitle.com>; 1 WLTA Board 3 - Voting + Exec Dir <board3voting at washingtonlandtitle.com>
Subject: Re: [Board3voting] [EXTERNAL] Re: Proposed WLTA Bylaws Amendments - Call for Motion, Second and Vote

I second that motion. Ashley B. Callahan Senior Regional Counsel | Western Title Division Direct Line: 425. 835. 7404 acallahan@ ortc. com Old Republic Title | Old Republic Insurance Group From: Board3voting <board3voting-bounces@ washingtonlandtitle. com>

I second that motion.

Ashley B. Callahan
Senior Regional Counsel | Western Title Division

Direct Line: 425.835.7404
acallahan at ortc.com<mailto:acallahan at ortc.com>
Old Republic Title | Old Republic Insurance Group

From: Board3voting <board3voting-bounces at washingtonlandtitle.com> On Behalf Of Maureen Pfaff
Sent: Monday, April 14, 2025 3:16 PM
To: George Peters <execdirector at washingtonlandtitle.com>; 1 WLTA Board 3 - Voting + Exec Dir <board3voting at washingtonlandtitle.com>
Subject: [EXTERNAL] Re: [Board3voting] Proposed WLTA Bylaws Amendments - Call for Motion, Second and Vote

I move that the board approve the Bylaws amendment as presented and that we place the proposed amendment to the WLTA membership at the Annual meeting at Coeur d'Alene in May, 2025.

Maureen

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Maureen Pfaff, President and CEO

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From: Board3voting <board3voting-bounces at washingtonlandtitle.com<mailto:board3voting-bounces at washingtonlandtitle.com>> on behalf of George Peters <execdirector at washingtonlandtitle.com<mailto:execdirector at washingtonlandtitle.com>>
Sent: Monday, April 14, 2025 12:05 PM
To: 1 WLTA Board 3 - Voting + Exec Dir <board3voting at washingtonlandtitle.com<mailto:board3voting at washingtonlandtitle.com>>
Subject: [Board3voting] Proposed WLTA Bylaws Amendments - Call for Motion, Second and Vote

President Jim Blair has called for a motion and a second by Board members on the matter of approving bylaws amendments. A draft was distributed at the last Board meeting and is also attached hereto.

Please respond to this email (“reply to all”) to move (and also please say that if another response was a motion, that you are seconding that motion) to put a vote by the Board to (1) approve the Bylaws amendment, and (2) to place the proposed amendment to the WLTA membership at the Annual meeting at Coeur d’Alene in May, 2025.

If a motion and a second is received, I will follow up with a ballot to the Board (using this email address – just voting Board members). When you receive that ballot, please check off your vote and return it to me and I will tally the votes of Board members. (If you see the motion and second already, no need to respond. I’ll send out the ballot once I see two responses, even though several have been sent.)

MATTER TO BE VOTED UPON - Background:

We may or may not have a physical presence of Board members at the convention in Coeur d’Alene, but should with proxies. But, it will be a sparser turnout of Board members that we’ve typically seen.

As you may recall, the current bylaws require a proxy for a Board member to be given only to another Board member. This should be easy enough if the company represented by that Board member has other members, and might be workable for an agent member who might be willing to name someone on the Board who works for one of their underwriters. However, some underwriters and agents don’t have a direct connection with another member of the Board, and it may be impractical to assume the absent Board member can make a designation of that nature.

Draft revisions were presented at the last Board meeting which addressed this situation. Basically, it would allow any Board member to appoint as proxy someone employed by the member company that employs the Board member. While not always practical (another employee might not be at the meeting to vote the proxy, for example), it would make it easier to conduct business when needed.

These issues have been discussed at previous Board meeting for some time, and shouldn’t engender significant further discussion.

Some current Board members might not be comfortable with the current situation for the upcoming convention.

NOTE 1: This will not allow proxy designations using the revised bylaws method for the upcoming convention, but will facilitate the approval of the proposed bylaws amendments for the future.

NOTE 2: For the convention, keep in mind that matters of import for voting are not typically presented. The main purpose of the proxies FOR THIS CONVENTION is to establish a quorum. The proxy normally can also be used for a vote, of course, but the proxy given can be limited to attendance, and need not include authority to vote on a matter before the Board.

George

George Peters, WTP

Executive Director

Washington Land Title Association

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