OHIO REAL ESTATE INVESTORS ASSOCIATION, INC.
(OREIA)
BY-LAWS
(2014 Revision)
ARTICLE l: NAME
The OHIO REAL ESTATE INVESTORS ASSOCIATION, INC., hereinafter referred to as OREIA, is a non-profit corporation organized under the laws of the State of Ohio.
ARTICLE ll: PURPOSE
The purpose of OREIA shall be to unite Real Estate Investor Associations, Landlords and Entrepreneurs in Ohio, strengthening the position of real estate investment through shared information and improved educational opportunities.
ARTICLE lll: MEMBERSHIP
Section 1 – Classes
- Member Association: Subject to OREIA approval, Association Membership is open to any localized real estate investment association of ten members or more which is located in Ohio. Once an association meets all requirements of OREIA membership, said association may ask to join OREIA as a Member Association.
- At-Large Members
Any person residing in Ohio who is interested in any aspect of Real Estate and is at least 18 years of age, and who is not presently a voting member of a Member Association may become an At- Large Member of OREIA.
Section 2 – Terms and Conditions
To become and remain a Member of OREIA, all Member Associations, their individual members and all At-Large Members agree to abide by all Terms and Conditions of membership as applicable to their respective status. Said Terms and Conditions shall include adherence to any and all provisions of the Article of Corporation, Bylaws, OREIA Rules of Order; OREIA Standing Rules (Policies/Resolutions); OREIA Code of Ethics, OREIA Operating Procedures, and OREIA Application and Membership Agreement.
Section 3 – Fees and Dues
All Member Associations and At-Large Members shall be assessed annual dues at times and in amounts that are detailed in OREIA Rules of Order and/or OREIA Standing Rules (Polices/Resolutions) and are subject to periodic change. Annual dues for Member Associations shall be paid to OREIA in advance and are due and payable in full by or before the specified due date of each year. At-Large Members Annual Dues will be due on their anniversary date, or as directed through the OREIA Rules of Order. Other permanent or long term fees that OREIA may from time to time adopt shall be detailed in OREIA Rules of Order. Dues and fees shall be pro-rated when and where appropriate. Member Associations or At-Large Members whose dues are not current will be removed from active membership status, and all benefits and rights of membership terminated at that time.
Section 4 - Authority of the Board
The Board of Directors shall have final authority to determine all matters pertaining to OREIA membership.
ARTICLE lV: VOTING RIGHTS
A. Each Member Association will elect or appoint from their membershiptwo representatives and one alternate to attend each OREIA Board meeting for a period of one year. The representatives shall be charged with casting the necessary votes to best represent their local organization for one calendar year beginning January 1 through December 31. The alternate representative may assume the speaking and voting rights only in the event the primary or secondary representative is unable to attend a Board meeting.
B. Voting rights are determined for each Member Association based upon the membership size of each association as of June 30 of each year, as follows:
Total Membership Number of Votes
25 Members 1 Vote
26-75 Members 2 Votes
76-150 Members 3 Votes
151-225 Members 4 Votes
226-300 Members 5 Votes
300-375 Members 6 Votes
376-450 Members 7 Votes
451 plus Members 8 Votes
At Large Members will not have any voting rights.
ARTICLE V: BOARD MEETINGS
A. The regular meetings of the Board shall be held not less than four times annually. Such meetings may be held physically, or by teleconference or other electronic medium. Other meetings may be held at the call of the President, or upon written request, addressed to the President, from thirty percent (30%) of the voting Member Associations at a time and location convenient to a majority of the Member Associations.
B. Annual: An Annual Meeting shall be held at a specific time, place and location as determined by the President and in such a manner as determined by the President. Such meeting may be held as a physical conference, telephone conference, webinar or other manner as deemed necessary or appropriate by the President. Amongst other things, the Annual Meeting shall be held for the purpose of electing officers, receiving and reviewing financial statements and annual reports, and for conducting any other business that may arise.
C. Quorum: Representation from Fifty one percent (51%) of the total active Member Associations shall constitute a Quorum for the transaction of business at any meeting – annual, regular or special. In the event a quorum is not present, those attending may discuss business of the association, but no official action may be taken.
The President is authorized to initiate business and call for a vote by physical mail, electronic mail, or other acceptable form of communication if the business to be considered, in the opinion of the President, is deemed to be of such urgency that it requires immediate action before the next meeting of the Board.
D. Any Officer, Member Association Representative, or At-Large Member may address the Board during a time allotted at each General Board meeting for public comments. Comments will be held to no more than five minutes per person. Anyone wishing to address the Board must register with the Secretary prior to the start of the Board meeting.
ARTICLE VI: EXECUTIVE BOARD
Section 1. Nomination and Selection
The Executive Board shall consist of the President, Vice President, Secretary, Treasurer and Immediate Past President. These positions shall be filled via majority vote of the Member Associations present at the November Board meeting. Candidates for an office shall be presented by the Nominating Committee no later than September 30.Any current or prior OREIA Association Member Representative may contact the nominating committee no less than 30 days prior to the November General Meeting to have their name added to the list of potential candidates. The Nominating Committee will contact the Nominee’s Member Association to verify the candidate’s qualifications prior to presentation at the November Board Meeting. Only one person from any Member Association may simultaneously serve as an officer. There shall be no specific line of succession for officers.
Section 2. Duties of the Officers:
A. PRESIDENT: The President shall preside over all meetings of OREIA and the Board. The President shall appoint committees and committee chairmen of the Association, subject to approval of the Board. The president shall exercise general supervision over all of the affairs of the Association.
The President shall serve as an ex officio member of all committees without vote. In the absence of the President, the Vice President shall serve as said ex officio member.
B. VICE PRESIDENT: The Vice President shall perform all the duties of the President in the event the President is unable to fulfill his/her duties and shall become of president in the case of the resignation or impeachment of the president until such time as a special election can be held per Section 4. The Vice President shall perform all reasonable duties as directed by the President.
C. SECRETARY: The Secretary shall oversee all recordings and ensure that Board minutes are properly recorded and adequately archived as official record. The Secretary shall distribute correspondence in a timely manner and ensure a detailed record is kept of such correspondence.
D. TREASURER: The Treasurer shall ensure that the books of the Association are kept in a manner consistent with Generally Accepted Accounting Principles. The Treasurer will periodically present options and recommendations (for example, money market and Certificates of Deposit) to the Board for maximizing investment return on any excess funds. At the designated Annual Board Meeting, held in the first quarter of each year, the Treasurer shall present the Annual Budget for approval by the Board.
E. IMMEDIATE PAST PRESIDENT: Shall act as advisor to the Executive Board.
Section 4. Term of Office
Terms of elected office shall be two (2) concurrent years beginning January 1. An officer may be elected to one (1) additional term, for a maximum of four (4) years in a single office. Following a “same-office term” of more than two (2) years, an individual may again serve the same office after the passing of two (2) consecutive years. Maximum term limits shall be a total of sixteen (16) consecutive years in any combination of elected offices. Upon completion of sixteen (16) years in elected office, an individual may run for re-election to any office only after the passing of two (2) full calendar years.
In the event an Officer is unable to complete their term of office, there shall be a special election to fill the vacancy for the remainder of the term.
Section 5. Compensation
Compensation for services rendered this association by any and all Officers or Board Members shall be the benefits derived from membership in the association; other than the appointed positions approved by the Board in the OREIA Rules of Order or OREIA Standing Rules (Policies and Resolutions). No compensation shall be paid to any member for any services except in unusual circumstances or by special approval of the Board.
Members filling an elected or compensated position within the OREIA organization shall adhere to the job descriptions and duties approved by the Board.
OREIA may, at the discretion of the Board, provide a mileage allowance to the Officers and Board members for travel to and from the required meetings at a rate not to exceed the current rate approved under Internal Revenue Service guidelines, and for no more than two automobiles per member group. Additionally OREIA, may at the discretion of the Executive Board, provide meals to the Member Association Representatives during General and Committee meetings.
Section 6. Budget Requests
All committee chairpersons requesting operational funding beyond the approved Annual Budget will prepare a budget request in detail to present to the Treasurer at a time and in a manner prescribed. The Treasurer will present the request to the Executive Board. The Executive Board will work with each committee to formulate a final budget proposal to the Board. Each budget request shall be presented and voted on any scheduled or special meeting of the Board.
Section 7. Standing Committees
APPOINTMENTS
The President, subject to approval of the Board, shall create such committees as shall be needed and appoint members to sit on such committees. Committee members shall serve for a period of one year or until their successors are appointed and qualified. The President shall be an ex officio member of all appointed committees.
ARTICLE VII PARLIAMENTARY AUTHORITY
The rules contained in the most recent edition of the Modern Edition of Robert’s Rules of Order shall govern OREIA in all cases where they are not inconsistent with these Bylaws and any Special Rules of Order that OREIA may adopt.
ARTICLE VIII AMENDMENTS
These Bylaws may be amended at any regular or special meeting of OREIA by a two-thirds majority vote of the eligible voters present at the meeting at which the proposed change is to be considered for a vote, provided that previous notice of the amendment(s) was given to all eligible voters at least sixty days in advance of the meeting at which the proposed change is to be considered for a vote and further provided that a quorum is present for that meeting.
ARTICLE IX: SUSPENSION, EXPULSION, RESIGNATION OR DEATH
Section 1. Suspension, Expulsion, Resignation or Death of an Officer
The question of suspending, expelling or removing a member from an elected or appointed office or position in OREIA shall be entirely under the jurisdiction of and subject to the discretion of the Board. Examples leading to removal are but not limited to breach of conduct, violation of the By-Laws, or for other just cause. Such suspension and expulsion shall be ordered only upon the affirmative vote of three-fourths (75%) of the votes of the Member Association Representatives present at a regular meeting or at a special meeting called for that purpose, and after thirty (30) days written notice to each Officer, individual involved, and the Member Associations.
Upon an officer’s suspension, expulsion or upon the notice of the resignation or death of an officer, the President will direct the Secretary to notify the Presidents of each Member Association and direct the Nomination Committee to nominate a replacement. The President may call a Special Board Meeting for the purpose of filling the vacancy.
Section 2. Resignation of a Member Group
Any Member Association may resign by filing a written resignation with the Secretary. Such resignation shall not provide any relief of obligation to pay any dues or other charges past due and unpaid.
ARTICLE X: DISSOLUTION
Upon dissolution of OREIA, the Board, after paying or making provision for the payment of all liabilities, shall liquidate and distribute, on a pro-rated basis, all assets of OREIA to Member Associations based on membership reported as of the most recent Dues accounting period.
This Revision to the Bylaws of the Ohio Real Estate Investors Association, Inc. serves to rescind, replace and supersede any and all other prior versions, revisions and amendments to the Bylaws as well as any Codes of Regulations, Constitutions or other documents of any other names that have previously served as the internal governing documents of OREIA.
The Ohio Real Estate Investors Association, Inc. (OREIA) members have reviewed and revised the Bylaws of the Ohio Real Estate Investors Association this _______ Day of ______________, 2014.