ORRA's active REALTOR® members have voted to adopt the following proposed changes to the ORRA Bylaws, effective January 1, 2019:
*Strikethrough indicates deletion.
*Redline indicates addition.
*Green indicates rationale.
Article V – Qualification and Election
Section 3. Election:
(b) If the Board of Directors determines that the individual does not meet all of the qualifications for membership as established in the Association’s bylaws, or, if the individual does not satisfy all of the requirements of membership (for example, completion of a mandatory orientation program) within two scheduled classes sixty (60) days from the Association’s receipt of their application, membership may, at the discretion of the Board of Directors, be terminated. The Board of Directors shall vote on the applicant’s eligibility for membership. If the applicant receives a majority vote of the Board of Directors, he/she shall be declared elected to membership and shall be advised by written notice.
Section 4. Code of Ethics Orientation:
(b) Failure to satisfy this requirement within sixty (60) days from two scheduled Orientation classes (or, alternatively, the date that provisional membership was granted) will result in denial of the membership application or termination of provisional membership.
Article V - The amendments to Section 3 and Section 4 address the time requirement for completion of the mandatory new member Orientation and the Code of Ethics for new members. Currently the requirement is “within two scheduled classes;” the amendments would change the requirement to “within 60 days.” The proposed changes reflect an increase in the frequency that ORRA offers the required classes.
Article XI – Officers and Board of Directors
Section 10. Removal of Officers or Directors:
(2) If a director is absent from any two regularly scheduled meetings of the Board of Directors during any 12-month period without being excused by the President, or in the event a director is absent from any three (3) regularly scheduled Board of Directors meetings during any calendar year 12-month period, regardless of excuse, the Board of Directors may remove such director by majority vote of the remaining directors the Director will be automatically removed from their position. Officers and Directors must be in attendance for the majority of the Board of Director’s Meetings to be counted as attended.
Section 10(b)2 calls for removing a member of the Board of Directors when they have missed three (3) (an increase from two) regularly scheduled Board meetings. The increase in permitted absences by one reflects sensitivity to the fact that Board members are also working REALTORS® and reflects the importance of stability within the Board of Directors.
Article XII - Meetings
Section 2. Board of Directors:
(a) MEETINGS. The Board of Directors shall provide by resolution the time and place for the holding of regular meetings of the Association without other notice than such resolution. Special meetings of the Board of Directors shall be called by the President or upon the request of at least five (5) Directors. Notice of any special meetings of the Board of Directors shall be given at least three (3) business days previously thereto by telephone, email or by electronic means or as otherwise provided, to each Director. The attendance of a Director at any such meeting shall constitute a waiver of notice of such meeting, excepting where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws. Meetings of the Board of Directors may be held by means of video conferencing, conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting shall constitute presence in person at such a meeting, except where a person participates in the meeting with the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Attendance is limited to a maximum of two regularly scheduled meetings of the Board of Directors in a calendar year by means of video conferencing, conference telephone or similar communications equipment.
Article XII - The amendment limits the Board of Directors from attending more than two (2) regularly scheduled meetings via conferencing equipment. The amendment illustrates the importance of being in person for a Board meeting.