(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
(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
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
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.
8. Election of Officers and Elected
(c) “Consent to
for the election of Officers and Elected Directors shall be
reviewed by a Qualifications Nominating Committee composed
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.
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
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.
XII - Meetings
Section 2. Board of
(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.