Real Estate Investors Association of Greater Cincinnati

 ARTICLE I. NAME, LOCATION, PURPOSE

SECTION ONE. NAME. The name of this Corporation is The Real Estate Investors’ Association of Cincinnati. We may operate under various Trade Names including but not limited to those registered with the State of Ohio. 

SECTION TWO. LOCATION. The principal office of the Corporation is located in Hamilton County, Ohio. The Corporation may have such other offices as the Board of Directors may authorize, and the Board of Directors may change the location of the principal office of the Corporation.

SECTION THREE. PURPOSE, MISSION, VISION.

PURPOSE: The Purpose and Vision of the Association are those as set out in the Articles of Incorporation, as amended from time to time.

MISSION: Our mission is to encourage our members’ success through education and professional services, and to represent our members as positive, ethical contributors to the economic and social well-being of our community.

VISION: The Real Estate Investors’ Association of Greater Cincinnati, through the efforts of its member investors, will be recognized by the industry, by the community at large, and by government leaders as a positive professional force, providing housing opportunities throughout greater Cincinnati.

ARTICLE II. GOVERNANCE

The Real Estate Investors’ Association of Cincinnati (hereinafter referred to as “Association”) shall be governed in accordance with its Articles of Incorporation (as revised), this Code of Regulations and Bylaws, Policies and Procedures, and Codes of Ethics and Conduct that have been, or in future shall be, enacted by its Board of Directors, (“Board”) so as to conduct the business of the Association.

ARTICLE III. MEMBERS

SECTION ONE. CLASSES OF MEMBERS.  

A.                   Individual Membership. An Individual Member is any natural person, at least 18 years of age, who has applied for Membership, been accepted by the Association, is current in their Membership dues, or is exempt from dues by virtue of having been named a Lifetime Member and has not had their Membership revoked by action of the Board of Directors. 

B.                    Partner Membership. This category of Membership shall include two individuals who joined the Association as partners.  Members who join as partners shall have the same rights as Individual Members to attend meetings, participate in the Association and vote in elections of the Association. Although each party joining as a partner shall have the aforementioned rights, the Partner Membership shall be counted as a single unit for purposes of reporting membership numbers and some benefits provided by the Association shall be distributed by such units instead of individually.  Additional individuals may be added to this membership at additional cost.   

C.                   Youth Membership. This category of Membership shall include children or dependents of individuals who joined the Association, upon request of the Individual Member.  Youth Members shall have the same rights as Individual Members to attend meetings, participate in the Association, but shall not have the right to vote in elections of the Association. Although each party joining as a Youth shall have the aforementioned rights, the Youth Membership shall be included in the single unit for purposes of reporting membership numbers and some benefits provided by the Association shall be distributed by such units instead of individually.  A Youth member may be added to a Partner Membership or apply for an Individual Membership upon reaching 25 years of age.

SECTION TWO. NEW CLASSES OF MEMBERS. The Board may from time to time add new classes of Membership.   

SECTION THREE. ACCEPTANCE AND REVOCATION OF MEMBERSHIP.  Any person who has applied for Membership and paid the dues established by the Association shall be a Member of the Association unless the Board, or such persons or committees as the Board may establish for the purpose, determines that there is just cause to decline or revoke the Membership.  The Board shall enact a Code of Ethics and Conduct for Members which shall govern decisions of acceptance or revocation of Membership.

SECTION FOUR. DUES. The Board of Directors may determine the amount of an initiation fee and dues payable and the terms of payment to the Association by Members of each class.

1. Default.  Should a member not renew their membership dues beyond the prescribed grace period, their membership is terminated.  Such member may reapply for membership at the current membership rates. 

SECTION FIVE. VOTING RIGHTS. Members in good standing, over the age of 18 years old, shall be entitled to one vote in the election of the Board, and on such issues the Board feels should be brought before the Membership. 

SECTION SIX. TERMINATION OF A MEMBER. The Board of Directors, by a vote of two-thirds of the Board members in attendance at a scheduled meeting or a special meeting of the Board, may reprimand, suspend, or expel any Member for cause after an appropriate hearing has been held, as defined by the Code of Ethics and Conduct for Members. No refund of annual dues will be given to a Member who is terminated.

1. A former Member that has been terminated by the Board for cause may petition for reinstatement by written notice to the Board of Directors, after a period of one year after date of termination. Reinstatement shall require the same process as Termination, whereas an affirmative vote of two-thirds of the Board members in attendance at a scheduled meeting or a special meeting of the Board is needed to reinstate the former Member.

SECTION SEVEN. RESIGNATION. Any Member may resign from this Association by filing a written resignation with the Association. Such resignation shall not relieve the Member of the obligation to pay any dues, fees or other charges that have accrued as of the resignation. No refunds will be provided in cases of resignation.

SECTION EIGHT. TRANSFER OF MEMBERSHIP. Membership in this Association is not transferable or assignable.

            ARTICLE IV. MEETING OF MEMBERS

SECTION ONE. ANNUAL MEETING OF MEMBERS. An annual meeting of the Members shall be held at such place and at such a time as the Board of Directors shall designate at a regularly scheduled General Membership Meeting in October.  The determination of which October meeting will be made at the July meeting of the Board of Directors.  The date and time of the meeting shall be announced in various meeting announcements, newsletters and postcards, and on the website, and other appropriate methods for a minimum of 60 days prior to elections.   A reminder notice shall be given to Members via written or electronic means at least 5 days in advance of said meeting.  

SECTION TWO. NOTICE OF MEETINGS. Written or electronic notice stating the time and the place of a meeting of the Members shall be given to each Member entitled to receive notice of meetings. The notice shall be given to Members via written or electronic means at least 5 days in advance of said meeting. 

SECTION THREE. SPECIAL MEETINGS. Special meetings of the voting Members may be called by 1) the President, or 2) in case of the President’s absence, death, or disability, the Vice-President, or 3) by a petition signed by ten (10) percent of the General Members. In case of a special meeting, written or electronic notice stating the time and the place of a meeting as well as the purpose or purposes of the meeting will be given to each General Member at least twenty-four hours prior to the special meeting.

SECTION FOUR. PLACE OF MEETINGS. The Board of Directors may designate any public accessible place in southwestern Ohio or northern Kentucky as the place of meeting.  Alternatively, meetings may be conducted via widely accessible conferencing services. 

SECTION FIVE. QUORUM.  Meetings of the General Membership where a vote will be held shall require a quorum of a minimum of 10% of the current General Members.  There shall be no requirement of a quorum of General Members at Member meetings where there will be no votes taken.

SECTION SIX. REMOTE VOTING. For any meeting where a vote will be held, remote voting may be made available in a form prescribed by the Board of Directors.

SECTION SEVEN. CUMULATIVE VOTING. Notwithstanding any provision of the general corporation law of Ohio, now or hereafter in effect, no General Member shall have the right to vote cumulatively in the election of Directors of the Association.

SECTION EIGHT. CHILDREN. Children under 18 years of age, under supervision of a Member, may attend General Meetings, but shall have no other Membership privileges.

ARTICLE V. BOARD OF DIRECTORS

SECTION ONE. GENERAL POWERS. The Board of Directors shall direct the affairs of the Association excepting those delegated to Paid Staff as permitted in these ByLaws under Section VII.  Any General Member of the Association who meets the qualifications set for the Board of Directors as referenced in the Nomination/Election Policy, may serve as a Director.

SECTION TWO. NUMBER AND TENURE. The number of Directors shall be Nine, unless the Immediate Past President is included as stated in Section TWELVE of these Bylaws, in which case the total number of Directors may be Ten. Should a President be serving a second term, in their fourth year as described in Section TWELVE, the total number of Directors may be Eleven.  Directors shall be elected annually at the October Annual Meeting for a three-year term. The Director shall hold office until a successor is elected, or until the Director’s earlier resignation, removal from office, death, or incapacity.  In the event that resignations or removals reduce the number of Director seats filled, the remaining Directors shall continue to manage the Association until the vacant seats can be filled and all quorum or voting requirements shall be calculated based on the number of current filled

SECTION THREE. Qualifications and Election of Directors. A detailed list of qualifications for the Directors shall be prepared from time to time by the Executive Committee with the majority approval of the Board of Directors. Rules governing the election to the Board are outlined in the Nomination/Election Policy as amended from time to time.

SECTION FOUR. EXPULSION FROM THE BOARD. Attendance at meetings may be in person, or via electronic means.

1. Any Director who misses three regular meetings of the Board of Directors during an annual term shall be automatically removed from the Board of Directors.
2. Any Director who attends less than twelve General Membership, Focus Group, and/or Committee meetings within each calendar year shall be automatically removed from the Board of Directors.
3. Said Director may petition for reinstatement by written notice to the Board of Directors. Reinstatement shall be by majority vote of the Directors.
4. A Director that is removed may still retain General Membership in the Association and may run for a Director position after waiting for a period of one year.
5. The Board of Directors, at a properly constituted meeting, may suspend or expel a Director by an affirmative vote of two-thirds of the Directors present, for cause, after a hearing following procedures to be established by the Code of Professional Conduct for REIAGC Board Members.

SECTION FIVE. REPLACEMENT OF A BOARD MEMBER. In the event that an elected Director is not able to complete the remainder of his/her term, the Board of Directors shall elect a Successor.

1. Any current Director may nominate a Member who meets the qualifications for Director as described in the Nomination/Election Policy and is approved by simple majority of the Board of Directors to serve as a replacement Director for the remainder of the current year. The new Director must stand for election by the Membership at the next Annual Meeting in order to fill the balance of the term.
   
   
2. A Director who has been elected to fill a partial term may choose to stand for election to a full three-year term at the conclusion of the aforementioned partial term.

SECTION SIX. ANNUAL MEETINGS. The Board of Directors shall meet at least once annually in November.

SECTION SEVEN. SPECIAL MEETINGS. The President, any Vice-President, or any two Directors may call special meetings of the Board of Directors. Meetings of the Board of Directors may be held at such place and at such time as the Directors may designate.

SECTION EIGHT. NOTICE OF SPECIAL MEETINGS. In case of a special meeting, written or electronic notice stating the time and the place of a meeting as well as the purpose or purposes of the meeting will be given to each Director at least twenty-four hours prior to the special meeting.

SECTION NINE. VOTING. For the Board of Directors to convene business, a quorum of 50% of the filled Director positions must be in attendance. For a vote to pass, a majority vote of Directors in attendance is needed. Abstentions are considered to be statements by Board Members that they do not wish to express a statement on the issue under consideration and the Abstention vote is not included in calculating the majority. Recuse voting is to be used by Board Members who, themselves, will have monetary or other personal gain from a vote or have personal association with anyone who does, either by contract, hiring or other means of gain and are also not counted for the purpose of calculating a majority.

SECTION TEN. INFORMAL ACTION BY DIRECTORS. Any action required by law to be taken at a meeting of the Board of Directors, or any other action can be taken without a meeting, provided unanimous written or electronic consent setting forth such action is approved by all of the Directors and documented in board minutes.

SECTION ELEVEN. COMPENSATION. Directors may be compensated in an amount to be determined by the Board, not to exceed 200% of the annual Single Member renewal dues. Compensation shall be paid in a manner agreed to by the Board, and such manner may be changed by a two-thirds majority vote of the Board. Compensation will be distributed over the course of the year, so that Directors who leave the Board shall not have been previously compensated for the full upcoming year. Directors may be compensated for other services, by resolution of the Board of Directors.

SECTION TWELVE. IMMEDIATE PAST PRESIDENT. At the conclusion of their term as President the Immediate Past President will be asked to serve for the term of their successor as a member of the Board of Directors with full voting rights and privileges thereof. This shall be an additional seat from the ordinary director seats as delineated in Section Two of the Article. Should the Immediate Past President be unwilling or unavailable to serve, there shall be no Immediate Past President. 

SECTION THIRTEEN. RE-ELECTION OF DIRECTORS. Directors that have served for three or more consecutive years are not eligible to run for election, or to be appointed to fill a vacant seat until they have been off the Board for a minimum of one year.  Directors who have served for less than a three-year term shall be eligible for election for a full three-year term as detailed in Section Five of this Article.  If a Director is first elected to the office of President in his/her third year on the Board and is interested in pursuing a second year as President, they may declare their intention to run for a provisional year.  Their term on the Board is extended by one year provided he/she is elected by the membership at the October meeting and elected for a second term as President at the November board meeting. 

SECTION FOURTEEN. CONFLICT OF INTEREST. Directors shall declare any actual or potential conflicts of interest to the Executive Committee and shall recuse themselves from any vote regarding any action in which he or she is an interested party or has a conflict, or potential conflict of interest. The Executive committee shall announce that such a conflict of interest exists prior to the matter being considered by the Board.

ARTICLE VI. EXECUTIVE COMMITTEE “OFFICERS”

SECTION ONE. OFFICERS. The Officers of the Association shall be a President, one or more Vice-Presidents, a Treasurer, Secretary and potentially an Immediate Past President as defined in Article V Section TWELVE . The Board of Directors may elect Officers in accordance with the provisions of this article by a majority vote, as it shall deem desirable. Such Officers have the authority to perform the duties prescribed in the following sections. The Board of Directors may, from time to time, create such Offices and appoint such other Officers as it sees fit.

SECTION TWO. ELECTION AND TERM OF OFFICE. The President, Vice President(s), Secretary and Treasurer must be elected by the Directors. Officers will be nominated and elected in November at the Annual Meeting of the Board of Directors. New Officers elected in November will take office January 1 of the following year. The newly elected Directors can vote for Officers while the Directors serving in their last year cannot vote for Officers. New Officers may be created and filled at any meeting of the Board of Directors, with the Officers so elected taking office immediately for a partial term running to January 1, of the following year. Each Officer shall hold office until his/her successor is duly elected and has taken office.  In the event an elected Officer fails to take office, a new election will be held at the next Board of Directors meeting. Any Officer may run for re-election within the confines of his/her term limitations on the board.

SECTION THREE. REMOVAL. Any Officer elected or appointed by the Board of Directors may be removed from his or her Officer position by a two-thirds vote of the Board of Directors present at any properly noticed or scheduled Board meeting.  If in the Board’s judgment the best interests of the Association would be served by such removal. The removal shall be without prejudice to any contract rights or any other agreements between the Officer and the Association. An Officer so removed from his or her position is not barred from continuing as a general Director.

SECTION FOUR. VACANCIES. A vacancy in any office except President, because of death, incapacitation, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors at its next meeting. If the office of President becomes vacant, the following succession shall prevail: Vice President in order of their election (First Vice President, Second Vice President etc.).  If none of the Vice Presidents can or will serve, then the Board of Directors shall elect a President at their next meeting.  Should no one from the current Board agree to serve as President then the prior calendar year President shall be asked to serve as President.  Should the prior President be unwilling to serve as President then the prior calendar year Vice President shall be asked to serve as President.  This process will be repeated for each prior calendar year until such time as an individual agrees to serve as President.  Once an individual has agreed to serve as President the existing procedures shall apply to refilling vacant Board seats.

SECTION FIVE. PRESIDENT. The President shall be the principal Officer and designated spokesperson of the Association and shall, in general, supervise and control all of the business and affairs of the Association that are not delegated by the Executive Committee to Paid Staff, as permitted in these ByLaws under Section VII.

He/she shall preside at all meetings of the Board and at the Annual Meeting of the members, and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. A candidate must have served on the Board of Directors as an elected Director for a minimum of 12 months to be elected President. The Presidency is limited to two consecutive years as further defined in Article V Section THIRTEEN .  The President may sign, with any other Officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has properly authorized to be properly executed. 

SECTION SIX. VICE-PRESIDENT(S). The Vice President(s) shall perform duties assigned by the President or by the Board of Directors. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-Presidents, in order of their position, shall perform the duties of the President. When so acting he/she shall have all the powers of and be subject to all the restrictions on the President. A candidate must have served on the Board of Directors as an elected Director for a minimum of 6 months to be elected Vice-President.

SECTION SEVEN. SECRETARY. The Secretary shall be responsible for corporate minutes for the annual meeting of the Members and all meetings of the Board of Directors, ensure that all notices are given in accordance with the provisions of the Bylaws, and any other duties assigned by the President or Board of Directors.  The Secretary shall be custodian of corporate records and keep a record of the names and addresses of all Members and Directors.

SECTION EIGHT. TREASURER. The Treasurer shall have charge and custody of and be responsible for, all funds and securities of the Association; adequate insurance for the assets and liability of the Association and the Directors; prepare the annual budget of the Association; assist the internal Finance Committee and /or the external reviewers with the periodic financial review of the Association; and perform other duties assigned by the President or Board of Directors. The Treasurer shall perform the duties of the Controller if there isn’t one or until one is appointed.  If required, by the Board of Directors, a bond shall be purchased by the Association for the faithful discharge of his/her duties.

Certain roles and responsibilities may be delegated to the Controller in accordance with the Employment Contract afforded the Controller by the Executive Committee as permitted under these ByLaws under Section VII. Paid Staff. 

ARTICLE VII. PAID STAFF

The Board of Directors may designate certain paid positions, including but not limited to, Executive Director and Controller, from time to time. The Board of Directors may create and fill such positions in accordance with the provisions of this article. Oversight of the activities of such paid staff fall under the purview of the Executive Committee.  Employment and compensation issues shall be decided by the Executive Committee.  Employment agreements shall be provided by the Executive Committee and approved by the Board of Directors for all paid positions.

ARTICLE VIII. COMMITTEES

SECTION ONE. EXECUTIVE COMMITTEE The Executive Committee shall ensure that the business of the Association is carried out when the Board of Directors is not in session. The Executive Committee shall consist of, the President, Vice President(s), Secretary, Treasurer and sitting Immediate Past President if one exists. Minutes shall be taken of all Executive Committee meetings.

SECTION TWO. STANDING COMMITTEES. The Board of Directors, by resolution, may create one or more standing committees, define the responsibilities of such committees and oversee the operations of such committees. The Board shall appoint a Committee Chair who shall choose the other members of the committee in consultation with the President. Committee Chairs may appoint and remove Committee Members as the chair finds necessary and appropriate. 

SECTION THREE. OTHER COMMITTEES.  The Board of Directors may create ad hoc committees with such membership, powers and duties as may be deemed necessary or advisable in conducting the business, activities and affairs of the Association.  The President, with the consent of the Board, shall define parameters of how Committees shall operate, and shall maintain oversight responsibility of such Committees. The President shall appoint the Committee Chair.  The Committee Chair may appoint and remove Committee Members as deemed necessary and appropriate.

SECTION FOUR. QUORUM. Unless otherwise provided in the Bylaws, a majority of the Committee Membership shall constitute a quorum for the meeting of any Committee.

SECTION FIVE. RULES. Each Committee may adopt rules for its own government not inconsistent with the regulations and Code of Regulations and Bylaws of the Association or with rules adopted by the Board of Directors.

ARTICLE IX. FINANCIAL REVIEWS, CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION ONE. FINANCE COMMITTEE. A Finance Committee is to be established and given the responsibility for overseeing financial records and processes.    The creation of the Committee is governed by the rules in Article 8, Section TWO. At least annually an internal review shall be conducted. This Committee shall oversee the annual internal review and with Board approval would engage a CPA Firm as necessary. 

SECTION TWO. CONTRACTS. The Board of Directors may authorize by resolution any Director or Directors, agent or agents of the Association, in addition to the Officers so authorized by these Regulations and Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. Material changes to the Association’s standard Speaker Agreement must be reviewed and ratified by the Board of Directors. The Executive Committee must ratify material changes to the terms of an individual Speaker Agreement.

SECTION THREE. CHECKS, DRAFTS, OR ORDERS FOR PAYMENT. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness in excess of five hundred dollars ($500.00) issued in the name of the Association must be authorized by at least two (2) of the following: President, Treasurer, Controller. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness less than five hundred dollars ($500.00) issued in the name of the Association shall require only one authorization of any of the above.  Authorization may be written or electronic and maintained in the Association’s books and records.

SECTION FOUR. DEPOSITS. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, financial institutions, and money market funds as the Board of Directors may select.

SECTION FIVE. GIFTS. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or device for the general purpose or any special purpose for the Association. The Association, in accordance with applicable laws, shall recognize such gift(s) in writing.

 ARTICLE X. MISCELLANEOUS

SECTION ONE. BOOKS AND RECORDS. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Annual Meeting of Members, Board of Directors, and committees authorized by the Board of Directors. The Association shall keep at a place designated by the Board of Directors a record giving the names and addresses of the Members entitled to vote.  The annual filing with the IRS, and minutes of the Annual Meeting of Members, Board of Directors meetings, and meeting reports of Board authorized committees for the prior 24 months may be inspected by any member, or his agent or attorney, with 7 business day advance notice, and during normal business hours, at designated location within the Cincinnati metropolitan area.  No other information will be made available

SECTION TWO. FISCAL YEAR. The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

SECTION THREE. CORPORATE SEAL. The Board of Directors may provide a corporate seal.

SECTION FOUR. WAIVER OF NOTICE. Whenever any notice is required to be given under the provision of the Ohio Nonprofit Corporation Law or under the provisions of the Articles or Regulations, or Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the holding of such meeting, shall be deemed equivalent to the giving of such notice. The waiver, or waivers, in writing, shall be filed with or entered upon the records of the meeting.

SECTION FIVE. RULES. Where an issue arises that the Bylaws, and such Codes of Ethics and Conduct or other Regulations established in conformity to these Bylaws, do not address, the current edition of Robert’s Rules of Order in Brief shall control.

ARTICLE XI. AMENDMENTS

The Regulations and Bylaws of this Association may be amended, repealed, or supplemented. New Regulations and Bylaws may be adopted by affirmative vote of two-thirds of the Board of Directors at any regular meeting, provided that the amendment(s) or new Regulations and Bylaws have been distributed to each Board Member for review and discussion at a regularly scheduled meeting of the Board of Directors.  The meeting of the Board of Directors when the vote will be held must be a minimum of two weeks after such discussion.

ARTICLE XII. INDEMNIFICATIONS

Every Director, Officer, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including attorney fees, reasonably incurred or imposed in connection with any proceeding in which they become involved, either during or after their service, by reason of their service as a Director, Officer or employee of the Association, except in cases of willful misfeasance or malfeasance.  This indemnification shall not exceed the limits of the Association’s liability insurance policies.

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