SAMCAR Bylaws, Article X - Officers and Directors

Section l. Officers.
The Officers of the Board shall be: a President, a President-elect, and a Secretary-Treasurer. They shall be elected by the Directors for terms of one year, except that the President-elect shall automatically ascend to the Presidency, and the President shall automatically ascend to Region 25 Director without further election. The Secretary-Treasurer may serve multiple terms if reelected. A Director may not be elected President-elect until he or she has served at least one full year on the Board.

Section 2. Duties of Officers.
The duties of the Officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors. It shall be the particular duty of the Secretary to keep the records of the Board and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the California Association of REALTORS®.

Section 3. Board of Directors.
The governing body of the Board shall be a Board of Directors consisting of the three (3) elected Officers, one (1) Region 25 Director, ten (10) additional REALTOR® Members of the Board and one (1) Primary Affiliate. Directors shall be elected to serve for terms of three years, except the Affiliate Director shall serve a term of two years. As many Directors shall be elected each year as are required to fill vacancies. At least one Director shall be elected from and serve each of the Board's four areas: North, Central, South and Coast. A member's voting area shall be determined based on the office location of his or her Designated REALTOR at the time ballots are distributed.

Section 4. Powers and Duties of the Board of Directors.
Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation or Bylaws relating to action required to be approved by the members or a majority of all the members, the activities and affairs of the A.O.R. shall be conducted by and all management powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the activities of the A.O.R. to any committee so long as the ultimate direction is provided by the Board of Directors.

Section 5. Eligibility for Directorship.
Only REALTOR members in good standing whose financial obligations to the A.O.R. are paid in full, and who have no unfulfilled ethics sanctions pending, are eligible to serve on the Board of Directors. Only the Primary member of each Affiliate firm is eligible to be elected as a Director.

Section 6. Election of Directors.
(a) At least two (2) months before the annual election, an Election Committee of at least three (3) but no more than five (5) REALTOR® members shall be appointed by the President with the approval of the Board of Directors. The Election Committee shall screen the candidates for each place to be filled on the Board of Directors only to ascertain that they are eligible to hold elective office. A ballot containing the names of all qualified candidates shall be mailed to each member eligible to vote at least three (3) weeks preceding the election. Additional candidates for the positions to be filled may be placed in nomination by petition signed by at least ten percent (10%) of the REALTOR® Members eligible to vote.

The petition shall be filed with the Secretary at least two (2) weeks before the election. The Secretary shall send notice of such additional nominations to all Members eligible to vote before the election.

(b) If, after the close of nominations and the time expired for petitions, the number of people nominated for any position on the Board is not more than one, the President will instruct the Secretary to cast a unanimous ballot for the candidate.

(c) All REALTORS in good standing within the Association shall be eligible to participate in elections. All paid-up Affiliate members may vote only for the Affiliate member of the Board of Directors.

(d) Election shall be by ballot. A ballot shall be delivered personally, by facsimile, electronic mail, regular mail or other electronic means to every member eligible to vote. The ballot may be returned by facsimile, by mail, or in person. Ballots submitted by facsimile must be signed. Ballots returned by mail must be signed or be delivered in a signed envelope, so the eligibility of the voter can be verified. There shall be no proxy votes.

(e) The Chair of the Election Committee and the Executive Vice President shall conduct the election. In case of a tie vote, the issue shall be determined by lot, conducted with the tied candidates present.

Section 7. Terms of Directors.
Directors may serve no more than two (2) consecutive terms without a break of at least one year. A Director is in his or her second term when selected to be President elect may continue to serve until having fulfilled all of the successive positions. Term limits apply to all Directors who begin serving on or after January 1, 2002.

Section 8. 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. If an Officer or Director is unable to assume office after being elected, the seat becomes vacant and shall be filled by the Board of Directors.

Section 9. Removal of Officers and Directors.
In the event that an Officer or Director is deemed to be incapable for any reason of fulfilling the duties for which he or she is elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:

(a) A petition requiring the removal of an Officer or Director and signed by not less than one third of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next ranking Officer, and shall specifically set forth the reasons the individual is deemed to be disqualified from further service.

(b) Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the voting membership of the A.O.R. shall be held. The sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition.

(c) The special meeting shall be noticed, including the general nature of the meeting, to all voting members at least ten (10) days prior to the meeting, and shall be conducted by the President of the Board unless the President's continued service in office is being considered at the meeting. In such case, the next ranking Officer will conduct the meeting. Provided a quorum is present, a three-fourths vote of members present and voting shall be required for removal from office.

Section 10. Expenditures.
The Board of Directors shall administer the day-to-day finances of the A.O.R. and shall set dues and budget expenditures as necessary to meet the objectives of the A.O.R.