Below you will find a detailed description of the approved changed to the existing By-Laws for the Firelands Association of REALTORS®. Members unanimously voted to approve these changes at our recent Annual Meeting on Wednesday, October 8th, 5:30 PM at the Catawba Island Club in Port Clinton, OH.
The following are all of the proposed changes to the existing By-Laws of the Firelands Association of Realtors. The By-Laws are being revised for two reasons. First, the revisions will ensure that the By-Laws allow the Board to operate and serve the Membership in the most efficient and effective manner possible. Second, the revisions will ensure that the By-Laws remain compliant with National Association of Realtors standards.
Below each Section being amended will be provided along with the approved change in red and the previous language crossed out in red. Following the approved redlined change will be the “Reason for the change” section, which will provide a synopsis as to why the change was proposed. All amendments are subject to National Association of Realtors' review in compliance with the Core Standards Initiative.
- Article X Section 6, Expenditures
- Article XI Section 1, Officers
- Article XI Section 3, Board of Directors
- Article XI Section 4, Election of Directors.
- Article XI Section 5, Vacancies.
- Article XII Sections 7 and 8, Meetings.
- Article XIII Sections 5 and 6, Committees.
Section 6. Expenditures. The Board of Directors shall administer the day to day finances of the Board. Capital expenditures in excess of Fifteen Thousand Dollars ($15,000.00)$ 5,000 may not be made unless authorized by 10 % of the Board Members eligible to vote.
Reason for the change: This amendment increases the amount of unauthorized capital expenditures that the Board of Directors may make. The increased amount is a more accurate number for typical day to day capital expenditures that must be made.
Section 1. Officers. The elected officers of the Board shall be: a President, a Vice President, a Secretary and/or a Treasurer. The Secretary and Treasurer may be the same person. They officers shall servebe elected for terms of one year. The officers shall be elected from among the board of directors by the board of directors The director serving as Secretary during the preceding term shall move into the position of Treasurer, the Director serving as Treasurer during the preceding term shall move into the position of Vice-President, and the Director serving as Vice-President during the preceding term shall move into the position of President. If there should be a Director serving as both Secretary and Treasurer during the preceding term, then that Director shall move into the position of Vice-President. vice president may move into the position of President, as may be determined by the board of directors each year. Election should take place at the first directors meeting to be scheduled after the annual election of officers in October of each calendar year. A candidate for President must have completed 1 year as a director within the preceding 3 years. If a Director is elected to the office of Secretary, Treasurer, or Vice President in the second year or third year of their term, their term will be extended to allow them to serve out the terms of Treasurer, Vice President, President, and Past President. (August 2014April 2000.)
Reason for the change: The proposed changes mimic the Ohio Association of Realtors structure for Board officers. In addition, the proposed changes ensure that the President will be adequately prepared and informed as to officer responsibilities upon taking office.
Section 3. Board of Directors. The governing body of the Board shall be a Board of Directors consisting of the elected officers, the immediate past president of the Board, and eight (8) elected REALTOR® members. The Affiliate Member who has been elected from within the Affiliate Committee to be chairperson shall serve as director during their term. Directors shall be elected to serve for terms of three years, except that at organization, one-third of the elected Directors shall be elected for terms of one, two, and three years, respectively, or for lesser terms as may be necessary to complete the first fiscal year. Thereafter, as many Directors shall be elected each year as are required to fill vacancies. Should four (4) or more vacancies need to be filled during the same election cycle, the directors may assign terms of less than three years to the vacant positions and ensure that the vacancies are filled accordingly. In the event that any of the five counties have less than 1 Director/Officer from their county, the board of directors, at their first meeting after election shall appoint a Director for a three year term from that county or counties, as necessary. Their term shall begin Jan. 1 of the following year just as all other Directors. Location of office at time of appointment will determine county representation. (August 2014October 2006)
Reason for the change: This change is meant to clarify the composition of the Board. In addition, the proposed changes to this section allow for staggered Directors terms and, therefore, ensure that there is not a dramatic shift in Directors positions each election so as to unduly hinder the Directors’ service of the Membership.
Section 4. Election of Officers and Directors.
(b) The election of Officers and Directors shall take place at the annual meeting. Election shall be by ballot and all votes shall be cast in person. Each open seat shall be filled in descending order by the candidate with the most votes to the candidate with the least votes. Absentee balloting is allowed for the annual election. Absentee ballots will be in sealed envelopes and be delivered to the Board office no later than the close of business the day before the annual election. (August 2014)
Reason for the change: This change helps to clarify the Director election process.
Section 5. Vacancies. Vacancies among the Officers and the Board of Directors shall be filled by a simple majority vote of the Board of Directors until the next annual election.
Reason for the change: This change is a clerical one intended to remove redundancy. If any Director position, officer or non officer, is vacant, then the replacement shall be selected by a majority of the Board of Directors.
Section 7. Electronic Transaction of Business. To the fullest extent permitted by law, the board of directors or membership may conduct business by electronic means. (August 2014)
Section 8. Action without Meeting. Unless specifically prohibited by the articles of incorporation, any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by all of the directors. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors. All of the approvals evidencing the consent shall be delivered to the Secretary to filed in the corporate records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date. (August 2014)
Reason for the change: These changes allow the Directors to work more efficiently and effectively in compliance with National Association of Realtor guidelines and the Ohio Revised Code. Through these changes, the Directors can address emergency situations electronically and without a meeting.
Section 5. Action without Meeting. Any committee may act by unanimous consent in writing without a meeting. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more of the members of the committee. (August 2014).
Section 6. Attendance by Telephone. Members of a committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall be at the discretion of the Board President and shall constitute presence at the meeting. (August 2014)
Reason for the change: These changes allow committees to work more efficiently and effectively in compliance with National Association of Realtor guidelines and the Ohio Revised Code. Through these changes, committee members can address emergency situations via telephone and without a meeting.