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2. To assist in accomplishing these objectives the Chapter may engage in activities including but not limited to:
3. In execution of the objectives set forth in this ARTICLE, the Chapter shall at all times conduct its activities, programs and practices in a manner consistent with the policies of the Council. 1. The jurisdiction of the Chapter is defined as follows: 2. The jurisdiction of the Chapter shall conform at all times to that jurisdiction assigned to it by the Council. The jurisdiction of the Chapter as defined in Section I of this ARTICLE II shall be automatically amended, without further action or approval by the Officers, Board of Directors or Members of the Chapter, to incorporate any changes in jurisdiction of which the Chapter is notified by the Council. 3. In the event that the Charter issued by the Council to the Chapter is revoked by the Council pursuant to Section 4 hereof, the Chapter shall immediately cease all activities and functions as a Chapter of the Council; and the Officers without further direction of the Board of Directors or Membership of the Chapter, except as required by law, are hereby authorized, empowered, and directed to conclude the affairs of the Chapter, settle or pay all outstanding obligations, and cause the Chapter to be dissolved. (See Article XII, 5). 4. The obligations of the Chapter defined in Section 3 of this ARTICLE II shall not arise unless the Charter issued to the Chapter has been revoked by a majority vote of the Council Board of Directors in accordance with procedures established by the Council, which will guarantee the Chapter or its representatives the opportunity to be heard. ARTICLE III - Chapter Membership There shall consist of four classes of membership at the Chapter level: Designated, A. Designated Members shall consist of designees of the Council provided they are members in good standing of the Council and the NATIONAL ASSOCIATION OF REALTORS®. They shall enjoy all the rights and privileges of membership as established by the Board of Directors for Designated Members, including the right to vote on all matters and to hold office as officers of the Chapter. B. Non-Designated Members shall consist of General Members, Candidate Members and Affiliate Members of the Council provided they are members in good standing of the Council. They shall enjoy all of the rights and privileges of membership as established by the Board of Directors for Non-Designated members except that they may not hold the position of an officer of the Chapter or vote on amendments to the Articles of Incorporation or the Bylaws of the Chapter. C. The Council Member shall be the Chief Executive Officer of the Council. The Council Member shall not be entitled to hold office or vote except that the Council Member shall vote on all changes proposed to the Articles of Incorporation or the Bylaws of the Chapter. D. Affiliate Members shall consist of persons or entities which are not members of the Council or the NATIONAL ASSOCIATION OF REALTORS® and are not engaged in the real estate business but who have interests in sympathy with those of the Chapter. ARTICLE IV - Chapter Meetings 1. The President of the Chapter shall schedule not less than two regular membership meetings each year, which shall be held February and August. 2. A quorum for any regular or special membership meeting of the Chapter shall be five percent (5%) of the members in good standing of the Chapter or ten (10) members, whichever is greater. Membership shall be determined based on current numbers or, if unavailable, the number of members as of September 1st of the previous year. 3. The meetings of the Chapter shall be conducted in accordance with Robert's Rules of Order, latest edition, in all instances wherein its provisions do not conflict with these Bylaws or other regulations and rules adopted by the Chapter. 4. Notice of all special Chapter membership meetings must be sent to the Chapter members no later than two weeks prior to the meeting date. Notices may be hand delivered, sent by U.S. mail or where permitted by law transmitted electronically by email to the members. 1. The annual dues of Designated, Non-Designated and Affiliate Members of the Chapter shall be determined annually, prior to the calendar year in which they are due, by the Board of Directors. Chapter dues shall not exceed the annual dues of the Council. 2. No dues or assessments shall be payable by the Council Member. (See Article III, 5). 3. Renewal dues shall be payable on or before December 31 of each year except as otherwise authorized by the Board of Directors. Any Member failing to make payment by March 31 shall be terminated as a Member automatically and without further notice than this Bylaw. 4. No initiation or membership application fee shall be payable, however, if a Member is terminated for non-payment of dues and thereafter seeks to reapply for membership, a reinstatement fee equal to _ of the chapter's annual dues, shall be assessed. 5. Special assessments shall be implemented with the following procedures:
6. There shall be a Chapter bank account into which all dues and assessments shall be deposited and the obligations of the Chapter shall be paid. The Chapter may establish such other savings and investment accounts as the Board of Directors may deem appropriate from time to time, but no funds of the Chapter shall be co-mingled with funds of any officer, member, or any non-related Council entity at any time, directly or indirectly. ARTICLE VI - Board of Directors and Officers 1. The Board of Directors shall be the governing body of the Chapter. Members of the Board of Directors shall be the elected officers, the chairs of all standing committees and the immediate Past President. All other Past-Presidents and Chapter Area Vice Presidents may serve as ex-officio members of the Board. Ex-officio is defined as having all the privileges of membership in the committee (including the right to vote) but not required to act as a member of the Board of Directors and should not be counted as part of a quorum. The number of votes cast by ex-officio members shall not exceed 50% of the vote by the Board of Directors. 2. The President of the Chapter shall serve as Chair of the Board of Directors. 3. All Designated and Non-Designated members of the Chapter may serve on the Board of Directors and shall be eligible to serve without limit provided they are members in good standing of the Chapter, Council and National Association of REALTORS®. 4. The term of office of each member of the Board of Directors shall coincide with their term of office. Standing committee chairman shall serve for the term of one year or until his or her successor as committee chair is appointed by the President. 5. The Board of Directors shall hold not less than two regular meetings and they shall be held incident to the regular meetings of members. Additional meetings of the Board of Directors may be called at the direction of the President or upon the written request of not less than one-third of the members of the Board. 6. A quorum of the Board shall consist of fifty percent (50%) of the Board members, provided that at least fifty percent (50%) of the elected officers are present. 7. Resignations of officers and directors shall be submitted in writing to the Board of Directors and shall be effective upon their acceptance by the remaining members of the Board of Directors. ARTICLE VII - Officers and Elections 1. The elected Officers of the Chapter shall consist of a President, President Elect/Vice President, Secretary and Treasurer. 2. The elected Officers shall have such duties as normally accrue to their offices and the Board of Directors may assign as to them from time to time. 3. The Officers, except Treasurer, shall be elected for a term of one (1) year beginning January l and shall serve until their successors are elected and qualified; the Treasurer shall be elected for a two (2) year term. The person elected to the office of President Elect will become President after the completion of their term as President Elect without any further vote. In the event the office of President Elect becomes vacant, the Board shall elect from their chapter a person to serve for the remainder of the term. In the event the office of President becomes vacant, the President Elect shall automatically become the President during the remainder of the unexpired term. If the President Elect becomes President, they will fill the remainder of the Presidents unexpired term and their normal term as President. If the President Elect becomes President, an Interim President Elect will be appointed by the Board of Directors for the remainder of the current term. The interim president Elect will be eligible to run for President Elect again at the end of their interim term. No person may serve more than two full consecutive terms in any office. 4. Candidates for Chapter Offices shall be nominated as follows:
5. Officers shall be elected at the annual business meeting to be held prior to November 1 of each year, and shall take office as of January 1 of next year. Voting by members may occur in any of the following manners
Each Member eligible to vote pursuant to these Bylaws shall only be allowed to vote once in each election. 6. The Chapter shall conduct a Transition meeting each year no later than December 31. The purpose of the Transition meeting will be for the incoming Officers and Chairs to meet with the outgoing Officers and Chairs to discuss the past and current projects and to pass down the books. 7. Eligibility for voting shall be based on the official roster of all members in good standing thirty (30) days prior to election. ARTICLE VIII - Removal of Officers or Directors In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure: 1. A petition requesting the removal of an Officer or Director and signed by not less than one-third of the voting membership or majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next-ranking Officer, and shall specifically set forth the reasons the individual is deemed disqualified from further service. 2. Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the voting members of the Chapter shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director and to render a decision on such petition. 3. The special meeting shall be noticed to all voting members at least ten (10) days prior to the meeting, and shall be conducted by the President unless the President's continued service in office is being considered at the meeting. In such case, the next-ranking Officer will conduct the meeting of the members, provided a quorum is present; a two-thirds vote of eligible members present at the meeting and voting shall be required for removal from office. No voting by proxy, mail or electronically shall be allowed for this special meeting. 4. The Council has the authority to remove Officers by action of the Council's Board of Directors. 1. There shall be a Nominating Committee appointed annually as provided in ARTICLE VII of these Bylaws. 2. There shall be a Budget Committee appointed annually as provided in ARTICLE XII of these Bylaws. 3. The following standing committees shall be established and maintained as soon as Chapter membership and activities can justify them.
The Chair and all members of the standing committees shall be appointed by the elected officers. Members of standing committees shall serve for a term of one year. The number of members on each committee shall be determined by the elected officers with the advice and consent of the Board of Directors, but no committee shall have less than three (3) members and each committee shall have at least one Non-Designated member, if available, to serve. 4. With the consent of the Board of Directors, the President may establish such special committees as he/she may determine necessary and appoint the members thereof, including the Chair. Each special committee and the terms of all members thereof shall expire automatically January 1, or when its purposes have been accomplished, whichever first occurs. ARTICLE X - Fiscal Year The fiscal year of the Chapter shall be January 1 through December 31. ARTICLE XI - Amendments and Restrictions on Chapter Powers 1. Notice of bylaw amendments must be sent to the Chapter's designated members no later than 30 days prior to the meeting in which the amendments will be discussed.
2. The Designee Membership of the Chapter may at any regular or special business meeting amend the Chapter Articles of Incorporation or the Bylaws. 3. The bylaws must be submitted by the Board of Directors to be reviewed and approved by the Council's Board of Directors at least once every three years. 4. The Chapter shall not commit the Council to any financial obligations unless such commitment is authorized in writing by the responsible Officers of the Council. 5. The Chapter shall not speak for or act in the name of the Council without the prior written approval of the responsible Officers of the Council. 6. All funds of the Chapter shall be used exclusively to carry out the purposes and objectives of the Chapter as set forth in these Bylaws. No funds shall be diverted from such purposes for the personal benefit of any member or other person. 7. The following items can only be approved by a vote held during an official meeting:
8. The Board of Directors shall submit a copy of the Chapter's current Rules and Regulations to the Council's national office to be reviewed and approved at least once every three years. ARTICLE XII - Financial Responsibility 1. A Budget Committee shall be appointed by the Chapter President with the President Elect or Vice President serving as Chair. Membership on this committee shall include at least one Chapter Past-President, one member of the Education Committee, one member of the Membership Committee and the Treasurer. 2. The Chapter Budget for the next fiscal year shall be drafted by the committee and reviewed by the Vice President and Treasurer in August/September each year. A copy of the proposed budget should be sent to the Chapter members accompanied with proper notice of the meeting in which the budget will be presented and discussed by the chapter members. A copy of the budget, once approved, should be forwarded to the Council. 3. Chapters are required to institute procedures to ensure proper fiscal responsibility. The minimum requirements which shall be implemented are:
b. Ensure that bank statements are reconciled promptly by:
c. An annual internal audit be conducted by the Chapter Treasurer and/or other appropriate staff or individuals, in addition to one other Chapter Officer and submitted to the Chapter President for responsibility transfer to the incoming Board of Directors. The Audit committee can include anyone except the immediate past president in order to keep the committee independent and impartial. A copy of the audit, once completed, shall be forwarded to the Council. 4. The Chapter shall develop an Expense Report that must be used for any budget fund reimbursement. 5. Upon dissolution, if the Chapter is incorporated, the Chapter must wind down its affairs and dissolve in accordance with the laws in the state of incorporation. Chapters shall distribute any remaining funds to any one or more regularly organized and qualified professional society, trade association, or charitable, educational, scientific, or philanthropic organizations exempt from payment of federal income taxes under any subsection of the 501 (c) of the Internal Revenue Code of 1986. |
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