AMENDED AND RESTATED BY LAWS OF
COMMERCIAL REAL ESTATE ASSOCIATION OF MONTGOMERY COUNTY, INC.
A NON-PROFIT CORPORATION AMENDED APRIL 12, 2018
The corporation shall be non-profit and governed by these By-Laws and any standing rules of the corporation adopted by its Board of Directors. The purpose of the corporation shall be:
· to further the education and expertise of its members in the field of commercial real estate;
· to promote the economic development of Montgomery County, Texas;
· to advocate the orderly and aesthetically pleasing commercial development of Montgomery County to prospective business and developers; and
· to publicize current and future business and commercial activity in Montgomery County, Texas.
· to engage in charitable activities which benefit residents in Montgomery County, Texas.
ARTICLE I – OFFICES
1.01 – Principal Office. The principal office of the corporation shall be located in Montgomery County, Texas at such address as the Board of Directors may, from time to time, determine.
1.02 – Registered Office and Registered Agent. The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Business Organizations Code. The address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II- MEMBERS
2.01- Class of Members. The corporation shall have three (3) class of member as follows:
· Regular Members. Regular Members shall be individuals who have paid annual dues in full as set forth by the standing rules of the corporation, and whose membership has not otherwise been terminated.
· Lifetime Members. Lifetime Members shall be individuals who have performed notable service for both the corporation and the commercial real estate industry and have been a member in good standing of the corporation for at least ten (10) years. Lifetime members may be nominated by any Director, and approved by a unanimous vote of the Board of Directors. A Lifetime Member shall have their dues and lunch cost waived.
· Hall of Fame Members. Hall of Fame Members shall be individuals who have performed notable service for both the corporation and the commercial real estate industry. Hall of Fame members may be nominated by any Director, and approved by a unanimous vote of the Board of Directors. A Hall of Fame Member shall have their dues waived.
· All members shall conduct their business and personal lives in compliance with professional standards applicable to their particular professional or commercial activities. Members shall not conduct their professional or commercial activities in a fashion which would discredit or dishonor the corporation.
2.02 – Election of Members. The Board of Directors shall create and maintain a new Member criteria form. A proposed new Member must be nominated by a current Member and must be approved by the affirmative vote of a quorum of the Board of Directors, provided, however, that all members of the corporation at the time of the adoption of these by-laws shall be and remain members of the corporation.
2.03 – Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
2.04 – Termination of Membership. Following a hearing before the Board of Directors, the Board by a majority vote of a quorum of the Board, may suspend or expel a member for cause. The Board, in its sole discretion, may determine that a Member has acted in a manner which discredits or dishonors the corporation. If such a determination is made by a majority vote of a quorum of all Board members, that Member may be suspended or expelled. In addition, the corporation may, by majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in these By-Laws.
2.05 – Transfer of Membership. Membership in this corporation is not transferable or assignable.
ARTICLE III – MEETINGS OF MEMBERS
3.01 Annual meeting. The annual meeting of the members shall be held on the second Wednesday in January of each year, beginning with the year 2017 at the hour of 12:00 p.m. for the purpose of installing Directors and Officers and for the transaction of other business as may come before the meeting, or at such other date and time in January as determined by the affirmative vote of a quorum of the Board of Directors and announced to the members.
3.02 Regular Meetings. In addition to the annual meeting of the members, there may be one regular meeting a month of the members of the corporation, said meeting to be held on the second Wednesday of each month at such time and place as shall be designated by the Board of Directors and announced to the members, or at such other date and time in the respective month as determined by the affirmative vote of a quorum of the Board of Directors and announced to the members. Upon the direction of the Board of Directors, the monthly meeting date, time and place can be changed provided notice is given to the membership no less than twenty one (21) days in advance of the rescheduled meeting date.
3.03- Special Meetings. In addition to the annual and regular meeting of the corporation, special meetings of the members may be called by the President, the Board of Directors, or twenty-five percent (25%) of the members.
3.04 – Place of Meeting. The Board of Directors may designate the place within Montgomery County, Texas as the place of meeting for any of the annual, regular, or special meetings.
3.05 – Notice of Meetings & Activities. Electronic (e-mail), written or printed notice stating the place, day, and hour of the annual meeting and any special meeting of members shall be delivered either personally, or by mail, or e-mail, to the last known address of members, to each member entitled to vote at such meeting. Such notices shall be sent not less than ten (10) days before the date of such meeting, by or at the direction of the President, Vice President, 2nd Vice President, or the Secretary. There shall be no requirement for notice of any regular meeting of the members absent a change in date, hour or location.
3.06 – Quorum. Twenty-five percent (25%) of the paid membership shall constitute a quorum at any meeting; however, lack of a quorum shall not prevent the presentation of the program.
3.07 – Conduct of Meetings. All regular meetings and the annual meeting of the members of the corporation shall be conducted under and governed by Roberts Rules of Orders.
ARTICLE IV – BOARD OF DIRECTORS.
4.01 – General Powers. The affairs of the corporation shall be managed by its Board of Directors.
4.02 – Number, Tenure and Qualifications. The Board of Directors shall consist of six (6) elected directors, the immediate past-president and all current officers of the corporation, as ex-officio directors. Each Director shall hold office until his successor has been elected and qualified. Initially one Director shall be elected to serve a one-year term; three Directors shall be elected to serve two-year terms each; and the final two Directors shall be elected to serve terms of three years each. Thereafter, annual elections shall be held to fill the offices of the Directors whose terms are expiring, which successors shall be elected to serve two-year terms. Election of Directors shall be held in November of each year.
4.03 – Disqualification of Directors. Each Director shall be required to attend all regular and annual meetings of the members. In the event a Director fails to attend two consecutive meetings of the membership or two consecutive meetings of the Board of Directors without just cause, the office occupied by such director may, upon the affirmative vote of a quorum of the Board of Directors, be declared vacated. In such event, such vacancy shall be filled as provided herein below.
4.04 – Meetings. The regular annual meeting of the Board of Directors shall be held without other notice than these By-Laws, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place within the County of Montgomery, Texas for the holding of additional regular meetings of the Board without other notice than such resolution. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.
4.05 – Telephonic and Electronic Meetings. Subject to provisions of the Texas Business Organizations Code for notice of meetings, members of the Board of Directors can participate in and hold a meeting of the Board by means of telephone, e-mail or similar communication equipment by which all persons participating in the meeting may communicate with one another. An oral vote of Board members may be taken electronically, by e-mail or by telephone.
4.06 – Quorum. Two-thirds (2/3) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
4.07 – Vacancies. Any vacancy occurring in the Board of Directors shall be replaced by a person appointed by an affirmative vote of a quorum of the Board of Directors.
4.08 – Compensation. Directors shall not receive any stated salary for their services.
4.09 – Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action, which may be taken at a meeting of Directors, may be taken without meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
4.10 – Limitations of Liability of Directors. A Director of the corporation shall not be liable to the corporation or its members for monetary damages for an act or omission in the Director’s capacity as a Director, except as expressly provided under the terms of the Texas Business Organizations Code.
4.11 – Removal. Any Director of the corporation having reason to believe that a Member or Director is unfit for membership or service shall put the reason(s) for such belief in writing and deliver them to the President of the corporation. The Board of Directors shall carefully consider the reason(s) presented and shall conduct such investigation as is necessary. The report of the Board of Directors shall be verbal in nature and shall include a recommendation of retaining or removing the Member or Director. A recommendation of removal shall be accompanied by the reason(s) related thereto.
ARTICLE V. – OFFICERS
5.01 – Officers. The officers of the corporation shall be a President, Vice-President, 2nd Vice President, Secretary, and Treasurer.
5.02 – Election and Term of Office. In November of each year the members shall elect the officers of the corporation. No officer shall be eligible to hold the same office for more than two consecutive terms.
5.03 – Vacancies. The Board of Directors shall appoint a replacement in the event of a vacancy in any office because of death, resignation, disqualification or otherwise for the unexpired portion of the term.
5.04 – President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The President shall preside at all meetings, appoint special committees and perform such other duties pertinent to the office. The President shall be an ex-officio member of all committees. The President shall automatically remain on the Board of Directors as Past President for one year after serving as President.
5.05 – Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all restrictions upon the President. In addition, the Vice-President shall be an aid to the President and shall serve as Program Chairperson to coordinate the Guest Speakers for monthly luncheons and oversee the Speaker Committee. The Vice-President shall automatically remain on the Board of Directors as President for one year after serving as Vice-President.
5.06 – 2nd Vice–President. The 2nd Vice-President shall be responsible to the Board and the corporation for general communications, public relations, the sales of advertising space on the corporation website, to serve as a spokesperson for the corporation when directed by the Board, and overseeing internal communications from the corporation to its membership. The 2nd Vice-President shall automatically remain on the Board of Directors as Vice-President for one year after serving as 2nd Vice-President
5.07 – Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books, provided for that purpose; give all notices in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the address of each member which shall be furnished to the Secretary by each member; shall conduct all correspondence of the corporation and prepare the membership directory.
5.08 – Treasurer. The Treasurer shall have charge and have custody of and be responsible for all funds of the corporation; receive and give receipts for all monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such depositories as shall be selected by the Board of Directors; pay all just liabilities of the corporation as authorized by the Board of Directors; collect dues of the members; and perform all duties incident to the office of Treasurer.
5.09 – Concurrent Offices. No person or officer of the corporation may hold two or more offices of the corporation, with the exception of a person who may hold the offices of Secretary and Treasurer.
5.10 – Succession of Officers. The Succession of Officers shall be as follows: 2nd Vice-President shall become Vice-President; and Vice-President shall become President to enable continuity in the Organization.
ARTICLE VI. – COMMITTEES
6.01 – Creation of Committees. The President of the corporation and the Board of Directors shall be empowered to create any committee, which they deem to be necessary to further the purposes of the corporation.
· 6.01a Speakers Committee. The President may appoint a committee consisting of the current Vice President (chair) and two members of the corporation to serve for the term of the president with the purpose of securing Guest Speakers for the monthly luncheons.
· 6.01b New Members Committee. The President may appoint a committee consisting of the President (chair) and two members of the corporation to serve for the term of the President with the purpose of recruiting new members.
· 6.01c Sponsors Committee. The President may appoint a committee consisting of the 2nd Vice-President (chair) and two members of the corporation to serve for the term of the President with the purpose of securing sponsors for the monthly luncheons and corporate partnership banners for the website.
· 6.01d Nominating Committee. The President shall appoint a committee consisting of the current Past-President (Chair), one current Board member, and one non-Board member for the purpose of nominating a slate of officers to serve the following calendar year. In the absence, or unwillingness, of a Nominating Committee member to serve on the Nominating Committee, the President may appoint a replacement member who is of like status. The slate shall be decided prior to, and will be included in the publication of the October newsletter.
ARTICLE VII.CONTRACTS, CHECKS, DEPOSITS, FUNDS
7.01 – Contracts. The Board of Directors may authorize an officer or officers, agent or agents of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, provided in no event shall the Board of Directors, officers, or agents of the corporation be empowered to enter into a contract in any amount in excess of $2,500.00 without the affirmative vote of a quorum of the Board of Directors of the corporation. Such authority may be general or confined to specific instances.
7.02 – Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation in such manner as shall from time to time be determined by resolution of the Board of Directors; provided, however, than any expenditure in excess of $500.00 shall not be authorized unless signed by the Treasurer and co-signed by one other elected officer of the corporation.
7.03 – Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or other depositories as the Board of Directors may designate, provided any such depository shall be insured by the Federal Deposit Insurance Corporation.
ARTICLE VIII. – BOOKS AND RECORDS
8.01 – The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the members, Board of Directors, and Committees having any authority of the Board of Directors, and shall keep records giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any reasonable purpose at any reasonable time, however “distribution lists” or similar of members addresses or other contact information are not available for use by Members and any inspection shall exclude such information. Notwithstanding anything herein to the contrary, the corporation shall not be required to incur any expenses to comply with an inspection request.
8. 02 – Annually, and within sixty (60) days of the end of the fiscal year of the corporation, the books and records of the corporation shall be inspected by an external accountant for accuracy and compliance with applicable laws and regulations and the President shall report the findings of such review to the members at the next following meeting of the members.
ARTICLE IX. – FISCAL YEAR
9.01 – The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE X. – DUES
10.01 – Annual Dues. The Board of Directors may determine from time to time the amount of the annual dues payable to the corporation by the members.
10.02 – Payment of Dues. Dues shall be due and payable in advance on the first day of January in each fiscal year.
10.03 – Default and Termination of Membership. When any member shall be in default in the payment of dues for a period of ninety (90) days from the beginning of the fiscal year or a period for which such dues become payable, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article III of these By-Laws.
10.04 – Proration of Dues. Membership in the corporation requires payment in full of dues owed, regardless of the time of year an individual joins. At no time shall dues be prorated.
ARTICLE XI. – AMENDMENT TO BY-LAWS
11.01 – These By-Laws may be altered or amended by either a majority of a quorum of the members or an affirmative vote of two-thirds (2/3) of the Board of Directors if at least ten (10) days of written notice is given of an intention to alter or amend these By-Laws at such meeting.