SAMCAR Bylaws, Article X - Officers and Directors
Section 1. Officers.
The elected officers of the A.O.R. shall be: a President, a President-Elect, a Secretary, a Treasurer (Chief Financial Officer) and a Region 25 Chair. 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 Chair without further election. The offices of Secretary and Treasurer may serve multiple terms if reelected and be held by the same person, otherwise, no person may hold more than one office at the same time. The Executive Officer is the chief staff person of the A.O.R. but is not an officer or member of the Board of Directors. A Director may not be elected President-Elect until he or she has served at least two (2) full years on the Board of Directors within the last five (5) years.
Section 2. Powers and Duties of Officers.
The powers and 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 duty of the Secretary to keep the records of the Board of Directors 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 A.O.R. shall be a fifteen (15) member Board of Directors consisting of the elected officers, one (1) Region 25 (1) Affiliate and as many additional Realtor® Members 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 his or her office location 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. Each Director, including any Director elected to an officer position, shall have one vote. 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.
To be eligible as a Director, a person must:
(a) be a REALTOR® member of the A.O.R. or an Affiliate Member of the A.O.R.;
(b) have served a minimum of one (1) year in good standing on a minimum of one (1) committee of the A.O.R. (as described in Article XII) within the last five (5) years;
(c) be in good standing with the A.O.R., including without limitation, payment of all financial obligations in full; and
(d) have had no disciplinary action taken against him or her within the last three (3) years for violations of the Code of Ethics or other duties of membership as provided in Article VI, Section 2(b) of these Bylaws.
Section 6. Election of Directors.
(a) The Election Committee shall qualify the candidates for each place to be filled on the Board of Directors only to ascertain that they are eligible to hold elective office based on the qualifications stated herein and in the Policy and Procedures Manual. A ballot containing the names of all qualified candidates shall be delivered to each member eligible to vote at least three (3) weeks preceding the election.
(b) If there is not more than one qualified candidate for any position on the Board of Directors 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 vote in elections. All paid-up Affiliate members may vote only for the Affiliate member of the Board of Directors.
(d) Election shall be done by electronic means or by ballot. A ballot and/or election notices shall be delivered either personally, by facsimile, electronic mail, regular mail or by other electronic means to every member eligible to vote. The ballot may be returned by facsimile, by mail, electronically 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. Ballots must be received in the office of the A.O.R. by close of business on the day of the election. There shall be no proxy votes.
(e) The Election Committee shall conduct the election. The election committee shall qualify and count the ballots. 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 shall be elected to serve for terms of three years, except that a term shall be extended for more than three years, as necessary, for a Director selected as President-Elect in that director’s second or third year of a term, so that such a Director may continue to serve as a Director until having fulfilled the successive officer positions of President and Region 25 Chair. After a Director has been elected to serve two consecutive terms, including terms served by a Director in office at the time this Bylaw becomes effective, two years shall elapse before he or she shall be eligible for reelection as a Director, it being understood that the period between the annual election at which a term shall have expired and the second annual election following such election constitutes two years even if somewhat less than 730 days because of the respective dates of the election meetings. A person elected as a Director to fill an unexpired term shall not be eligible for immediate reelection as a Director if such unexpired term constituted such Director’s second consecutive term, regardless of the time remaining for the unexpired term when such Director was elected to fill such unexpired term.
Section 8. Vacancies.
Vacancies among the officers and the Board of Directors shall be filled for the remainder of the term by a simple majority vote of the Board of Directors. If the vacancy is an area director then that area director seat shall filled by a Realtor® member whose office is located in that same area. If an officer or director is unable to assume office after being elected, his or her 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 (25) 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 four (4) days prior to the meeting, and shall be conducted by the President 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.
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