Bylaws Of The Nebraska Chapter 12 Of The Institute Of Real Estate Management Of The National Association Of Realtors®
ARTICLE VII. Executive Council
Section 1. Authority. The governing powers of this chapter shall be vested in an Executive Council. The Executive Council shall supervise, control, and direct the affairs of this chapter and shall determine its policies or changes therein within the limits of these bylaws. It may adopt such policies and procedures not inconsistent with the provisions of these bylaws for the conduct of the chapter affairs as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Composition. The Executive Council shall be composed of the elected officers of this chapter, at least three (3) other members, at least one of whom is an ARM member, unless there is no ARM member within the chapter jurisdiction, elected by the Voting membership of this chapter for a term of one (1) year or until a successor is elected and installed. Members of the Executive Council shall be eligible for re-election.
Section 3. Meetings. The Executive Council shall meet upon call of the president, at such times and places as the president may designate, or upon demand of a majority of its members.
3.1 Each member of the Executive Council shall be notified at least ten (10) days in advance of any meeting.
3.2 A quorum for meetings of the Executive Council shall be a majority of the council members.
3.3 Proceedings of all Executive Council meetings shall be recorded and made available to the membership of this chapter.
ARTICLE VIII. Nominations And Elections
Section 1. Nominating Committee. Not later than the fourth Thursday of July, the president, with the approval of the Executive Council, shall appoint a Nominating Committee consisting of not less than three (3) Voting members, one (1) of whom shall be a past president of this chapter, if there is a past president of the chapter who is a current chapter member.
Section 2. Duties of committee. It shall be the duty of the Nominating Committee to propose names of eligible members of this chapter to serve as officers and Executive Council members for the following year.
Section 3. Notice. The names of those nominated shall be submitted in writing to each member of this chapter at least thirty (30) days in advance of the annual chapter meeting at which the election shall be held.
Section 4. Additional nominations. Additional nominations may be made in accordance with policies and procedures that have been adopted by the Executive Council.
Section 5. Election. The officers and other elected members of the Executive Council shall be elected by the Votingmembership of this chapter at a regularly called annual meeting Elections shall be held not later than the fourth Thursday of September. Immediately following the election, the chapter shall notify the Institute of Real Estate Management of the names, addresses, phone numbers, and officer titles of those elected, and, in the case of, written voting per 5.1 below,the chapter shall produce certification that the initial meeting was held.
5.1 Should the annual meeting fail to produce a quorum, the slate of nominees may be submitted in writing to, and officers elected by, the Voting members of the chapter by written ballot, including mail, fax, or electronic means. An election conducted in this manner shall be determined according to a majority of the votes received in writing within 15 days after distribution to the Voting members, provided that at least 20% of the Voting members have voted.
Section 7. Assumption of office. Officers and elected members of the Executive Council shall take office immediately upon the conclusion of the annual meeting of the Institute of Real Estate Management. The formal installation ceremony shall take place not later than December 31. Newly elected officers and Executive Council members may attend all meetings of the Executive Council, without vote, until they take office.
Section 8. Officer replacement. In the event any officer or Executive Council member should resign from office, be removed from office, or terminated from membership, the Executive Council shall determine if the office shall be filled, and if so, shall appoint a replacement to serve the remainder of the term or until the next election, which ever comes first. Any officer who is absent from 3 or more meetings of the Executive Council shall be considered to have resigned from office.
ARTICLE IX. Chapter Meetings
Section 1. Regular meetings. This chapter shall hold a minimum number of regular meetings throughout the year in accordance with the statement of policies of the Institute of Real Estate Management. The annual meeting shall count as one regular meeting.
Section 2. Annual meeting. The chapter shall conduct an annual meeting. The annual meeting of this chapter shall be held within the ninety (90) days prior to the annual meeting of the Institute of Real Estate Management at such time and place as may be designated by the Executive Council, but in no event later than the fourth Thursday of September.
Section 3. Other meetings. Other meetings may be called from time to time by the president or the Executive Council.
Section 4. Quorum. For membership meetings, a quorum shall be 20% (percent) of the Voting members of this chapter.
Section 5. Proxies. The Executive Council may accept a resolution allowing members to vote by proxy in accordance with the policies and procedures adopted by the Governing Council of the Institute of Real Estate Management concerning the use of proxies; provided, however, that in the absence of such resolution no proxies shall be valid.
Section 6. Notices. All members shall be notified in writing at least ten (10) days prior to the date of any meeting.
Section 7. Voting. Except as otherwise may be provided in these bylaws, any action requiring a vote by the Voting members may be taken by written ballot, including mail, fax, or electronic means, provided that any such action by written ballot shall require a majority of the Voting membership to return a vote in favor.
ARTICLE X. Committees
Section 1. Appointment. The president of this chapter with the approval of the Executive Council shall appoint a chair to each standing committee in accordance with the Institute's statement of policies
Section 2. Standing committees. The names and duties of standing committees of this chapter shall be established as determined by the Executive Council. The committees shall include, but not be limited to the following:
Membership and Candidate Guidance, Ethics, Programs, Education, Income/Expense, Public Relations, Publications, ARM, Legislative, HUD/NIFA/Minority Outreach, Occupancy Survey, Friends of IREM, Charity Event, Strategic Planning, and Website,
Other standing committees may be established and dissolved by the Executive Council as is necessary.
Section 3. Special committees. The president may from time to time appoint, with the approval of the Executive Council, special committees for specific purposes. The term of a special committee shall expire upon completion of its assignment.
Section 4. Action of committees. The actions of any committee involving policy or budget matters shall be in the form of recommendations for consideration and approval by the Executive Council.
ARTICLE XI. Limitations On Chapter And Institute Of Real Estate Management
Section 1. Institute of Real Estate Management approval. All actions of this chapter shall at all times be subject to the approval of the Governing Council of the Institute of Real Estate Management. Those holding membership or status with this chapter shall at all times conduct themselves in accordance with the bylaws and statement of policies of the Institute of Real Estate Management.
Section 2. Public positions. This chapter shall not speak or advance positions for the Institute of Real Estate Management except in accordance with the bylaws statement of policies of the Institute of Real Estate Management.
Section 3. Indemnification. Chapter officers and members of the Executive Council may at the discretion of theInstitute of Real Estate Management be held harmless from any and all liability to the extent permitted by the law of the state in which this chapter is primarily located.
Section 4. Responsibility of the Institute of Real Estate Management. Under no circumstances shall the Institute of Real Estate Management be responsible for any act, omission, debt, or obligation of this chapter.
Section 5. Use of funds. This chapter shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of its funds shall inure to the benefit of or be distributed to the members of this chapter. On dissolution of this chapter, any funds remaining after payment of the chapter's obligations shall be distributed to the Institute of Real Estate Management or to one or more regularly organized and qualified professional society, trade association, charitable, educational, scientific, or philanthropic organization to be selected by the Executive Council.
Section 6. Loss of exemption. Nothing contained in these bylaws shall authorize or empower this chapter to perform or engage in any acts or practices which would cause the chapter to lose its status as a tax-exempt organization within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.
ARTICLE XII. Fiscal Year.
The fiscal year of this chapter shall commence on the first day of January and shall end on the thirty-first day of December.
ARTICLE XIII. Amendments.
These bylaws may be amended by the Voting members of this chapter at any regular or special meeting of this chapter at which a quorum is present by a two-thirds vote of Voting members present, provided that the following provisions are met: 1) the proposed amendments must first be submitted in writing to the Institute of Real Estate Management Headquarters and Regional Vice President; 2) following this review period, thirty (30) days advance notice shall be given to all members of this chapter of the intention to amend, together with a written statement of the substance of the proposed amendment, except that the Executive Council may, at any regular or special meeting of the Executive Council at which a quorum is present, approve amendments to the bylaws which are mandated by the Governing Council of the Institute of Real Estate Management. Any amendment becoming effective shall be first approved by the Governing Council of theInstitute of Real Estate Management and the subsequently revised chapter bylaws shall be placed on file with the Institute of Real Estateheadquarters.
February 27, 2007
Approval Date By Chapter
Signature of Current Chapter President
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