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ORRA Bylaws Vote on June 27

Thursday, June 7, 2018  
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ORRA's active REALTOR® members will be called to vote upon proposed bylaws changes during a membership meeting on Wednesday, June 27, 2018. The meeting will be held in the ORRA conference center and start at 3:00 pm. It's free (but you do need to register), so please come for discussion, refreshments, and voting!

Register here (free to attend)

Proposed Bylaw Amendments
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

Article XI - An amendment throughout Article XI changes the proper name of the ORRA Qualifications Committee to the ORRA Nominating Committee, which mirrors the NAR model bylaws.

Section 8. Election of Officers and Elected Directors:

 

(c) “Consent to Serve Forms” for the election of Officers and Elected Directors shall be reviewed by a Qualifications Nominating Committee composed comprised of seven nine (9) people with a quorum of five necessary to conduct business. The composition of the Qualifications Nominating Committee shall include the two (2) most immediate Past Presidents that are willing to serve, four (4) other members as proposed by the President and three (3) members as proposed by the President Elect and confirmed by the Board of Directors. The most immediate Past President will serve as Vice-Chair and the other Past President will serve as Chairman. No more than four (4) Past Presidents shall serve on the Nominating Committee. The current President and the President Elect shall not serve on the Nominating Committee. Immediate Past President.of the Board who shall serve as committee chairman, (ii) the President, (iii) the President-Elect, (iv) one Elected Director representative from each staggered Director class (elected by the members of each class), and (v) one at-large member chosen by the President-Elect. There shall also be appointed one alternate from each staggered Director class chosen by that class and confirmed by the Board of Directors. If the Immediate Past President is not available for such position, the most immediately available Past President shall be appointed. The Qualifications Committee shall not screen its own Members for a Director or Officer position. No more than two members from the same firm shall serve on the Nominations Qualifications Committee or serve more than two consecutive one-year terms. Qualifications Committee service shall be announced in April of each year, with appointments selected by the May Board of Directors meeting.

 

The amendment to Section 8(c) increases the size of the committee from seven to nine members to more easily achieve a quorum of five members and changes the composition of the committee in order to better represent a cross section of the membership. Ideally, committee members should represent as many diverse viewpoints as possible to: 1) enhance the chances of identifying qualified candidates from all possible constituent groups and 2) enhance the chances of having a Board of Directors that reflects the diversity of the overall membership.

 

 (d) The Nominating Qualifications Committee shall (1) interview each candidate to ensure he/she is deemed qualified to hold the office he/she is running for; (2) select at least one candidate for each position to be filled for Officer and on the Board of Directors; (3) and send the Nominating Committee report to all voting members at least forty-five (45) days before the Annual Election Meeting, by electronic means, including but not limited to, facsimile, email or on a website. and send notice of all candidates qualified to serve as Officers and Directors by electronic means to all members by August 30. All candidates deemed qualified by the Qualifications Committee may run in the general election

 

The amendment to Section 8(d) authorizes the Nominating Committee to interview and select at least one candidate that the committee believes most qualified for each position, and for those candidates to be included in the Nominating Committee Report.

 (e) Additional nominations for any office to be filled shall be made by written petition addressed to the Chief Executive Officer and signed by twenty-five (25) Association REALTOR® Members. Additional nominee(s) must meet the qualifications of the position, submitted a “Consent to Serve Form”, and have been interviewed by the Nominating Committee. The Chief Executive Officer must receive petitions at least thirty-five (35) days prior to the Annual Election. All qualified candidates will be posted on the Association website at least thirty (30) days prior to the Election.

The amendment to Section 8(e) provides a process for additional nominations for any office to be filled, provided the candidates have completed a Consent to Serve Form by the original deadline and have been interviewed by the Nominating Committee.

Article XI – Officers and Board of Directors

Section 10. Removal of Officers or Directors:

(b) 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.


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