BAY AREA ASSOCIATION OF REATISTS, INC By-Laws

By: Officers of Bay Area Association of Realtists, Inc. (BAAR)

Published by and for the

BAY AREA ASSOCIATION OF REALTISTS, INC as authorized and adopted by the membership.

By-Laws Committee:

Sherman Milton, President

Travis Brooks, Immediate Past President Christina Adams, Immediate Past Treasurer Al Sheriff, Parliamentarian

Table of Contents

• 1.      Article I: Name – Page 3

• 2.     Article II: Purpose – Page 3

• 3.     Article III: Membership – Page 4

• 4.     Article IV: Meetings and Quorums – Page 5

• 5.     Article V: Officers and Directors – Page 6

• 6.     Article VI: Powers and Duties of Officers – Page 7

• 7.     Article VII: Recall of Officers – Page 9

• 8.     Article VIII: Board of Directors – Page 10

• 9.     Article IX: Committees – Page 13

• 10.  Article X: Amendments – Page 16

• 11.   Article XI: Parliamentary Authority – Page 17

Article I

NAME

The Name of this organization shall be:

BAY AREA ASSOCIATION OF REALTISTS, INC.

(hereafter referred to as BAAR)

Article II PURPOSES

In addition to the purposes stated in the Articles of Incorporation, the objectives of BAAR and the purposes for which it is formed are:

• A. To unite those engaged in the recognized branches of real estate business in the Tampa Bay Area into a democratic, integrated organization for the purpose of creating better relations among one another and with the general public. In furtherance thereof, the Association shall be interracial and non-sectarian.
• B. To maintain and promote the National Association of Real Estate Brokers, Inc. Code of Ethics in order to elevate the standards of conduct of the profession; to build better relations with individual members, and to protect the general public.
• C.  To create and encourage better cooperation, harmony, goodwill, and fellowship among the members of our association.
• D.  To disseminate to its members information of special interest and benefit.
• E.  To conduct Tampa Bay Area information exchange and liaison service among and on behalf of the members.
• F.  To enable its members to transact their business in the best interest of the real estate profession and the general public.
• G. To assist the civil development and economic growth of the community for the purpose of creating better housing accommodations for all people, with special assistance to the development of housing for the elderly, low- and moderate-income groups, mentally and physically handicapped.
• H.  To assist in stabilizing real estate values and the methods, processes, and sources of finance with respect thereto.

Article III

MEMBERSHIP

Section 1. Classes of Membership

• A.  Local Board Members: Local board members shall be licensed Real Estate Brokers and Salespersons who are certified by a local board as eligible for membership in the BAY AREA ASSOCIATION OF REALTISTS, INC. (BAAR)
• B. Affiliate Members: Affiliate members shall be those individuals, associations, organizations, co-partnerships, and corporations engaged in business allied to real estate, and shall include such persons, associations, co-partnerships, and corporations as Mortgage Professionals , architects, building superintendents, property managers, public housing managers, appraisers, rental agencies, interior decorators, household appliance and furniture dealers, public officers, city, state, and federal housing officials, and faculties of trade schools and teachers of architectural business courses and such other technicians as may be related to the development of the housing program. Affiliate members shall have one vote. They shall be members of a local board if one is in their area, otherwise they may join BAAR directly.
• C.  Emeritus Member/Director: Emeritus Member/Director shall be a title bestowed on a member of BAAR who is no longer active in the real estate profession but has served the organization with distinction and is being recognized for his/her service to BAAR; this person will no longer be required to pay dues, he/she may have a voice on the board of directors but no vote and is not eligible to hold an office. If they desire to vote or hold office, they must pay dues.
• D.  Honorary Member: The honorary member shall be an individual or organization not engaged in the real estate profession who has performed notable service to the real estate profession and to BAAR.

Section 2. Limitations and Qualifications

• A.      Membership in BAAR shall be limited in the following manner:
• 1.       To Florida Real Estate Brokers and Salespersons, licensed by the Department of Real Estate for the state of Florida, who are individually affiliated with the National Association of Real Estate Brokers, Inc. (NAREB).
• 2.       BAAR must also be a member of NAREB.
• 3.       To Affiliates existing or organized under the laws of the state of Florida.

• B.  Membership is open to all real estate professionals.

Section 3. Financial Obligations

• A.      The financial obligations imposed upon members of BAAR shall be annual dues as determined by the Board of Directors and ratified by the members.
• B.      Annual dues shall be due and payable on or before January 1st of each year. Dues will be delinquent after March 31st and may be subject to delinquent fees. There is no proration of dues.
• C.      All members, with the exception of Emeritus Members/Directors and Honorary members, are subject to the assessment of annual dues as well as special assessments when duly authorized by the Board of Directors with the approval of the members.

Section 4. Resignations and Leaves of Absence

• A.      Resignations shall become effective when submitted via written notice i.e. email or certified letter to the Board of Directors.
• B.      No monies shall be refunded to members who resign.

Article IV

MEETINGS & QUORUMS

Section 1. Monthly Meeting

Meetings should be held monthly either virtually, in person, or hybrid. The time and place to be determined by the board.

Section 2. Special Meetings

Special membership meetings either virtually, in person, or hybrid may be called by the President at any time or by the Secretary upon receipt of a written request for such meeting. A 72 hours written notice issued to all active members stating the time, place, and purpose of said meeting shall be sufficient notice unless one of the purposes of the meeting is contained in another section of the Constitution of Bylaws of the Association, in which case the notice requirement set forth therein, if any, shall govern.

Section 3. Board of Directors Meeting

The Board of Directors either virtually, in person, or hybrid shall hold its regular meetings quarterly respectively, at a time and place designated by the Chairman of the Board pursuant to 30 days written notice directed to each member of the board.

Section 4. Quorum

At all regular or special membership meetings, duly assembled, 20% of the fully financial active members shall constitute a quorum for the valid transaction of BAAR business. The quorum for the Board of Directors meetings shall be 20% of the members of the board.

ARTICLE V

OFFICERS & DIRECTORS

Section 1. Officers

The officers of BAAR shall be as follows:

• •  President
• •  First Vice President
• •  Second Vice President
• •  Third Vice President
• •  Secretary
• •  Assistant Secretary
• •  Treasurer
• •  Parliamentarian
• •  Chaplain

Section 2. Terms of Office

• A.  The terms of all officers shall be for two years.
• B.  The term of office for elected Directors shall be for two years.

ARTICLE VI

POWERS & DUTIES OF OFFICERS

Section 1. President

• A.  The President shall be the Chief Executive Officer of the organization and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the organization. He/She shall present a report on the affairs of the organization at the monthly meetings of the Membership.
• B.  To preside over all meetings of the membership and to give the deciding vote in the event of a tie.
• C.  To create additional committees and appoint a chairperson for each committee.
• D.  To have custody of the bonds of all bonded employees or agents of BAAR.
• E.  To sign all identification cards, contracts, and other instruments which have been duly approved by the Board of Directors.
• F.  To co-sign checks with the Secretary or Treasurer.
• G.  To give a good and sufficient fidelity bond, subject to the approval of the Board of Directors.
• H.  To convene the Executive Committee, composed of elected officers within 30 days after the election, and plan program for the ensuing year.

Section 2. Vice Presidents.

• A.  First Vice President
• 1.  In the absence of the President, or in the event of his/her inability, neglect, or refusal to act, the functions of the office of the president shall be performed by the first vice president.
• 2.  He/She shall also chair the Legislative Committee. He/She must keep the board and the membership apprised of all state, local and federal legislation, proposed or enacted, that effects the real estate field. Written reports should be made at each board and membership meeting.

B.  Second Vice President

• 1.  In the absence of the president and the first vice president, or in the event of their inability, neglect, or refusal to act, the functions of the office of the president shall be performed by the second vice president.
• 2.  He/She shall also chair the Membership Committee. He/She shall work with the Regional Vice Presidents to recruit new members and to establish new chapters in the state.

C.  Third Vice President

• 1.  He/She shall chair the Education Committee. He/She shall work with the Regional Vice Presidents to plan and to coordinate real estate seminars and workshops throughout the state. He/She shall serve as or work closely with the Convention Coordinator to plan and implement the educational aspects of the Annual Conference.

Section 3. Secretary

• A.  It shall be the duty of the secretary to be responsible for the recording of the minutes of all meetings of the membership and the Board of Directors; to give notice of said meetings; to keep records of all proceedings, activities, and transactions of BAAR.
• B.  To supervise the operation of the office of BAAR and all administrative affairs of the Board of Directors; to provide for the care and protection of the personal property of BAAR; to order and purchase supplies, and to employ such additional office personnel as may be necessary for the proper and efficient conduct of the business of BAAR subject to the approval of the Board of Directors.
• C.  Upon expiration of his/her term, or in case of death, resignation, or removal, the secretary or his legal representative shall deliver to his successor or to persons designated by the Board of Directors all books, documents, or other property of BAAR.
• D.  To keep a proper membership book showing the date and number of each certificate of membership, to whom issued, the dates of forfeiture, cancellation, or other disposition of such certificate.
• E.  To issue all notices pursuant to the Bylaws and directives of the Board of Directors.

Section 4. Assistant Secretary

• A.  To assist the secretary in completing the responsibilities of the office of Secretary.

Section 5. Treasurer

• A.  The duties of the Treasurer shall be to receive all funds from the Financial Secretary and keep in a depository designated by the Board of Directors all funds of BAAR; to endorse all drafts “For Deposit Only”; to keep an accurate account of all monies received, deposited, and disbursed; to render financial statements at regular meetings or at any time upon request by the Board of Directors. To sign checks of the Association with the President or Secretary.
• B.  Upon expiration of his/her term, or in case of death, resignation, or removal, the treasurer or his legal representative shall deliver to his successor or persons designated by the Board of Directors, all monies, books, papers, or other property of the Board.
• C.  To give good and sufficient fidelity bond, subject to approval by the Board of Directors.
• D.  Chair of the budget and finance committees/activities and oversees budgets for committee projects.

Section 6. Parliamentarian

• A.  The parliamentarian shall be versed in the rules of usages of parliamentary law and shall serve as parliamentary advisor in and for all meetings and proceedings of BAAR. He/She shall be consulted by the presiding officer whenever an issue of procedure confronts the body. His/Her rulings and decisions shall be fair and impartial.
• B.  The parliamentarian shall serve as chairman of the Bylaws Committee, and shall be well versed in the Constitution, Bylaws and policies of BAAR.

Section 7. Chaplain

• A.  The Chaplain provides the spiritual tone for all gatherings of the Association. He/She leads invocations and benedictions where such are necessary at the opening and closing of meetings and at the Annual Meeting.

ARTICLE VII

RECALL OF OFFICERS

Section 1. Grounds for Recall

• A.  Any elected officer may be recalled from office for any of the following reasons:
• 1.  Failure to perform duties;

• 2.  License revoked or suspended;
• 3.  Conduct detrimental to the Board, or malfeasance of office;
• 4.  Moral turpitude (inherent baseness or vileness of principles, words, or actions);

• B.  If a license is suspended, the Board of Directors shall determine the position of the officer;
• C.  If a license is formally revoked, the officer shall be asked to resign. Failure to do so shall cause automatic suspension from office.

Section 2. Procedure for Recall

• A.  Petition to be signed by a minimum of 20% of the financial members and approved by a 2/3 vote of the active members present and voting at a regular meeting.
• B.  Voting shall be by ballot in person or electronically.
• C.  The meeting shall be called by the President or the Chairman of the Grievance Committee, or the Chairman of the Membership Committee.
• D.  All members shall be given not less than 72 hours’ notice, in writing, prior to the date of the Recall Meeting.
• E.  A final decision may be reached by 2/3 vote of the fully financial members present and voting.

ARTICLE VIII

BOARD OF DIRECTORS

Section 1. Composition of the Board of Directors

• A.  The Board of Directors shall be composed of a Chairman, Vice Chairman, Secretary, Treasurer, Parliamentarian, Chaplain, and the current and immediate Past President of BAAR, and the current Women’s Council President. This board should be comprised of seven Directors.

• B.  Included among the elective members of the Board of Directors can be a general and an assistant counsel.

Section 2. Qualifications and Election

Those members eligible for election to the Board of Directors shall be licensed and active real estate professionals/affiliates who are members in good standing of BAAR. Officers and Directors shall be elected in the manner as prescribed in the Bylaws of this organization.

Section 3. Responsibility of Board

• A.  The local chapter shall be vested in the Board of Directors.
• B.  The Board of Directors shall administer the affairs of the Board and govern the Association within the framework of the Constitution and Bylaws.
• C.  The Board of Directors shall call special meetings of the membership whenever deemed necessary.
• D.  The Board of Directors shall make contracts in the name of and on behalf of the Association.
• E.  The Board of Directors shall appoint agents and employ personnel necessary to conduct the activities and administration of the objectives of BAAR, and further to fix, limit, prescribe and determine the compensation, duties, and prerogatives of such agents and/or personnel.
• F.  In the event of two unexcused absences, inability, neglect, or refusal of any officer or director to perform the functions of his/her office, the Board of Directors shall appoint a member to act in that capacity until the officer or director’s term in office expires.
• G.  The Board of Directors shall suspend members for good cause upon the issuance of due notice and a fair and impartial hearing.
• H.  The Board of Directors shall reinstate suspended members if applicable.

Section 4. Duties of the Board

• A.  To meet within 15 days after the annual election and elect a chairperson. All members of the Board of Directors except the President of the Association shall be eligible candidates for the position of Chairman.

• B. To meet quarterly pursuant to provisions of the Bylaws and the exigencies of necessity.
• C.  To hear and consider duly submitted resolutions pertaining to matters within the purview of the jurisdiction, scope, authority, or interest of the Association, its Constitution, Bylaws, or general policy. To then submit said resolutions to the membership with pertinent recommendations.
• D.  To cause to be opened a commercial account in the name of the Association. The authorized signatures shall be those of the president, secretary, and treasurer. Two of the aforesaid three signatures shall be required to validate checks and the secretary shall sign in the absence of one of the above-named officers.
• E.  To have the Association’s records and books of account audited at least annually by a component accountant.
• F.  To cause to be issued to all members their certificates of membership and identification cards.
• G. To perform all other necessary duties for the successful operation of the corporation.

Section 5. Removal of Directors

After according any director, subject to removal, due process, a director may be removed for cause including absence of two successive Board meeting without reasonable cause.

Thereafter, the membership shall at a duly assembled regular or special meeting elect another duly qualified member to fill the vacancy.

Section 6. Meetings

• A.  The Board of Directors shall meet at least quarterly , with meetings to be called by the Chairman of the Board.
• B.  Special meetings of the Board of Directors may be called by the chairman of the Board at his/her discretion. A 72 hours electronic or written notice to all directors, officers, and chairpersons of the time, place and purpose of said meeting shall be sufficient.

Section 7. Executive Committee

• A.  The Executive Committee shall consist of the elected officers of BAAR.

• B.  The Executive Committee is responsible for carrying out the business of the Association between Board of Directors meetings.
• C.  The Executive Committee cannot modify any action taken by the Board of Directors or the membership.
• D.  All actions of the Executive Committee must be ratified by the Board of Directors at the next meeting following the action.

ARTICLE IX COMMITTEES

Section 1. Standing Committees

• A. The standing committees are responsible for carrying out the programs of BAAR. These committees report to the Board of Directors quarterly and to all membership meetings, the duties of the committees are as follows:

• 1.  Budget and Finance – responsible for preparing BAAR’s annual budget; investigates and proposes to the Ways and Means Committee opportunities for generating income; the financial officers of the organization are members of this committee.

• 2.  Business Development – responsible for pursuing real estate opportunities for the members of BAAR; developing liaisons with major real estate affiliated agencies to identify new and related opportunities in the real estate field.

• 3.  Constitution and Bylaws – responsible for updating the Bylaws of BAAR to conform with those of NAREB and BAAR’s current policy and procedures; the Parliamentarian shall be the chairman.

• 4.  Convention – responsible for planning any BAAR’s special conventions/meetings; the chairperson shall be appointed by the newly elected President for the following year.

• 5.  Education – responsible for scheduling real estate related seminars on for the membership; the 3rd Vice President shall be chairman.

• 6.   Community Engagement– responsible for overall coordination of special events such as the Realtist Ball. Task may include site selection, speakers/entertainment, menu, advertising/promotion, providing Hosts and Hostesses for meetings and functions, budgeting and reporting.

• 7.  Grievances – responsible for conducting hearings on behalf of the organization and present recommendations to the Board of Directors for action.
• a)  The committee shall meet only on an as needed basis;
• b)  The committee shall have 5 members; 3 appointed by the Board of Directors and 2

appointed by the President of BAAR;

• c)  The chairman shall be the first person named by the Board of Directors. The committee is to serve for a period not to exceed one year from the date of the first hearing for the initial grievance;
• d)  The Committee is limited to hearing the following kinds of grievances: • Territorial location of local Realtist organizations.
• •  Ethic issues between BAAR REALTIST Board members.
• •  Complaints about inappropriate actions or behaviors contrary to the Bylaws of BAAR by the President.
• •  Complaints about inappropriate actions or behaviors contrary to the bylaws of BAAR by a member of members of the Board of Directors.
• 8.  Legislative – responsible for disseminating information to all members about legislation that effects the real estate industry; shall plan a meeting with the membership and local Black Caucuses annually; the 1st Vice President shall be the chairperson.
• 9.  Membership – responsible for developing and implementing activities to recruit members; plans and executes any activities that will encourage more participation of the current membership; the 2nd Vice President shall be the chairman.
• 10.  Nominating – responsible for preparing and presenting the state of officers at the annual meeting for the following year; determines how candidates will present their qualifications to the membership; 2 members are elected by the membership; 2 by the Board of Directors; and 2 are appointed by the President; the chairperson shall be elected by the committee at the June meeting.
• 11.  Public Relations and Advertising – responsible for placing news releases in the media and conducting other activities to promote BAAR throughout the State.
• 12.  Ways and Means – responsible for raising funds necessary to carry out the programs of BAAR.

The President may create additional standing committees and appoint chairmen for such committees, subject to confirmation by the Board of Directors. The President may remove any standing committee chairman or member for good cause.

• 13.  Realtist Week Committee - It shall be the function of the Realist Week Committee to develop and coordinate activities for the local membership in the annual national observance of REALTIST WEEK. This committee shall work in conjunction with the following committees:

• ●  Education & Training
• ●  Membership
• ●  Public & Community Relations
• ●  Budget & Finance

Duties of the committee shall include but not limited to the following:

• 1.  Develop a calendar of activities for REALIST WEEK, which shall include educational workshops for the membership and informative seminars for general public.
• 2.  To organize, develop and promote an annual awards program to salute and honor outstanding members and affiliates for excellence in the profession.

• 3.  To prepare an itemized budget for all proposed activities.

• 4. All reports and recommendations shall be in writing and submitted to the Secretary.

Section 2. Special Committees

• A.  The President shall create such special committees as he/she deems necessary for the proper conduct of the Association’s activities.
• B. The President shall appoint a chairman for each committee thus created and each chairman shall select the members to serve on his/her committee.
• C.  The President shall define the duties of the special committee.

• D.  The President shall have the power to remove any special committee chairman or special committee member for good cause.

Section 3. Ex-Officio Members

The President shall be an ex-officio member of all committees.

Section 4. Committee Reports

Standing committees shall report quarterly to the Board of Directors and to the membership at each membership meeting. All committees shall report to the President upon his/her request. All reports shall be in writing.

Section 5. Committee Chairmanships

• A.  Brokers, Salespersons, and Affiliate members in good standing with the Association, shall be eligible to chair or serve on any committee, except where designated otherwise.
• B.  The President at his / her discretion shall appoint all standing committee chairmen.

ARTICLE X AMENDMENTS

The Bylaws may be amended by a two-thirds (2/3) vote of the members present at a regular membership meeting, duly convened, or by a three-fourths (3/4) vote of members present at a special meeting, convened for that purpose by the Board of Directors or by 20% of the members in good standing, where a 15 day electronic or written notice of said meeting shall have been given. In all instances, the notice of the meeting shall contain a statement of the proposed amendment.

ARTICLE XI

PARLIAMENTARY AUTHORITY

All matters not addressed by the Constitution and Bylaws shall be governed by the current edition of Robert’s Rules of Order, Revised.