Toledo REIA: Constitution and By-Laws
An Ohio Corporation for Non-Profit
(EIN: 03 0447141)
ARTICLE I: NAME AND LOCATION
A. The official name of the Association shall be REIA of Toledo Inc., hereinafter the “Association” or “Organization”. REIA is an acronym for Real Estate Investors Association,
B. The central location and administrative offices for the Association will be in the Metropolitan area of Toledo, Ohio.
ARTICLE II: PURPOSE OF THE ASSOCIATION
A. To educate, advance and promote the general welfare for all real estate investors. This Association shall operate for the benefit of property owners, property managers, contractors, associations, and related trades throughout the area of operation for this Association.
B. To set up a committee charged with location and networking on a regular basis with other real estate associations, as well as any other group or association with the desire to promote the values described in section A.
C. To set up an educational system to aid investors with management, maintenance, repair, investor legislative issues and cash flow projection skills.
D. To advance and promote safe, clean, and affordable housing within the parameters of sound business practices.
ARTICLE III: MEMBERSHIP
A. Membership in the Association shall consist of the following:
- Regular membership entitles the holder in good standing to receive full membership benefits, including voting rights.
- Business Partner (Vendor) Membership entitles holder in good standing to attend general meetings, receive the newsletter, all benefits as per the Vendor Agreement, including voting rights.
- Alliances can also be formed with like-minded association to share education & benefits.
B. Membership will be open to the general public who expresses interest to support the purpose of the Organization as stated in Article II and are willing to abide by the By-Laws of the Organization. Members who have paid their dues for the current membership year are eligible to attend meetings, serve on the Board of Directors if elected, and enjoy any and all other privileges and rights of the Organization.
ARTICLE IV: ASSOCIATION DUES
A. Annual membership dues shall be determined by the Board of Directors.
B. The annual membership dues for the Association are due on the member’s membership anniversary date. Such dues are made payable to REIA of Toledo Inc. for the appropriate amount and given to the REIA of Toledo treasurer.
C. Board may designate a monthly charge for visitors attending a meeting, which could be applied towards membership if joining the same day.
D. When any member is in default in the payment of dues or fees, his/her membership is terminated.
E. There shall be no refund of any member’s dues under any circumstances.
ARTICLE V: BOARD OF DIRECTORS
A. The Board of Directors, hereinafter the Board, shall be the governing body of the Association. The Board must be members of the Association in good standing.
B. The purpose of the Board shall be to establish policies and procedures to carry out the purpose of the Organization, and to insure the direction and continuity of the Organization.
C. The Board shall have the power and freedom to lead the Association to the best of its ability, but must follow the guidelines of the By-Laws.
D. The president, vice-president, secretary and treasurer, will be Executive Officers of the Association, shall automatically serve, as Board members. The President’s vote shall count as two (2) votes as needed to break a tie vote of the Board or Executive Officers.
E. The number of board members shall not exceed twelve (12), including four (4) executive officers. Board vacancies can be filled, by a majority vote of the board and serving until the next scheduled election.
F. BOARD Members will vote annually for the needed directors to serve three year terms.
G. The Board shall meet once each month, date, time and place to be determined by the Executive Board.
H. The Board may call a special board meeting at any time upon five (5) days notice to all Board Members. Such notice shall include all items to be discussed at such special meeting. Notice, in this case is defined as written communication in the form of an email or letter properly addressed to each Director or Executive Officer, either hand delivered or electronic email server to the address last provided, in writing to the Association.
I. A quorum at any Board meeting, including special board meetings, requires a majority of the current Board.
J. At no time shall any member hold any single Board member personally liable for any decision that the Board may render.
K. Any Board Member who misses three (3) Board meetings during any consecutive 12 month period shall be automatically removed from their position on the Board. Such Board Member may be reinstated as a Board Member by a 2/3 majority of the Board.
L. Directors shall not receive any stated salaries for their services, but by resolution of the Board, may be reimbursed for expenses, including attendance at regularly scheduled State or National REIA associations or for other appropriate educational events.
M. Any member of the Board may, by a majority vote of the Board be removed from office.
ARTICLE VI: DUTIES OF THE EXECUTIVE OFFICERS
- The President, or in his/her absence the Vice-President or moderator, shall preside over all meetings of the Association and the Board of Directors.
- The President or Executive Officers shall appoint all committees of the Association, unless otherwise provided by the Board of Directors.
- The President shall exercise general supervision over all of the affairs of the Association.
- The President shall be a member ex officio, of all committees.
- The President and one (1) other officer shall sign contracts, (excluding presenter contracts) and other formal documents,
- The Vice-President shall assume all the duties of the President in his/her absence, or upon the inability or refusal on the part of the President to do so.
- The Vice-President shall temporarily fill any vacated position, until the Board convenes to approve a new board member.
- The secretary shall handle correspondence of the Association and shall keep a complete record of all proceedings of the Association.
- The Secretary shall provide to any officer or board member any information in the secretary’s possession, upon request.
- The Treasurer shall keep a complete record of the Association’s financial accounts, books & records.
- The Treasurer shall provide the Board access to a monthly financial statement and tax records to the membership.
- The Treasurer shall only disperse funds after authorized by the Board. Approved expenditures include those approved in the annual budget of the Association, those for presenter’s product at an Association event and any expenditures of less than $500. All other expenditure must be approved by Board prior to payment.
- The Treasurer shall provide all records, books and information to the Board upon request.
- The Treasurer shall seek an interest bearing account on any balance in excess of One-Thousand ($1,000) dollars in the Association’s checking account, when feasible, unless previously authorized differently by the Board.
- The Treasurer shall keep all other Association’s monies in an interest bearing account that requires two (2) signatures for withdrawal, that being the signature of the Treasurer and the President.
E. Past President will become a lifetime (dues free) member and act as an advisor to the President.
ARTICLE VII: ELECTIONS
A. Each November, a board election shall be held to elect the Board Members for the Association. Board Members elected shall serve a three year term and assume their official duties on the first day of January following the general election.
B. A nomination committee shall be appointed by the President ninety (90) days prior to the November general election. Nomination committee will present a slate of candidates at the Board meeting prior to the general elections. Additional nominations from the floor and write-in nominations will also be accepted for those members in good standing and must be confirmed by a two-thirds vote of the membership present.
C. In the event of a vacancy on the Board, leaving fewer than 12 Board members, for any circumstance, the Board may approve the Executive Officers appointee for an interim position until the next annual elections of Directors. Such interim Director may then choose to run in the next general membership election.
D. Each Director will hold office for the term that he/she was elected until his/her successor has been elected and qualified or until the Board Member’s early resignation, removal from office or death.
E. Members who have paid their dues for the current membership year, and are members in good standing and have served on a committee a minimum of six (6) months shall be eligible to become a member of the Board of Directors. Any of these eligibility requirements may be waived by a majority vote of the Board.
F. The Executive Officers of the Association shall be elected annually by the Board at the regular meeting of the Board following the Board election meeting. If the election of the Executive Officers shall not be held at that meeting, such election shall be held as soon thereafter as conveniently possible. Each Executive Officer shall hold office until his successor shall have been duly elected and qualified.
G. A vacancy in any office, because of death, resignation, disqualification, or otherwise, may be filled by the Executive Board until the next election.
ARTICLE VIII: ASSOCIATION MEETINGS
The Association’s general membership shall be held on the 2nd Tuesday of each month or as directed by Board approval. The time and place shall be published in the newsletter.
ARTICLE IX: BY-LAWS AMENDMENTS
A. The By-Laws may be amended, repealed, or added to by a two-thirds vote of the Board members.
B. The intent to amend these by-laws along with brief explanation must be printed in the monthly newsletter prior to any such vote, or must have been submitted in writing at the previous board meeting.
ARTICLE XII: EXPULSION
At the discretion of the Executive Board, expulsion will be as follows:
- Any member, officer, or board member may be removed by a majority vote of the board with or without cause whenever, in its judgment, the best interest of the association would be served thereby but such removal shall be without prejudice to the contract rights, if any, of the person removed.
- Such member, officer, or board member shall be notified in advance and have an opportunity to defend themselves prior to the vote for removal by the board.
In the event of a conflict of interpretation of a by-law, the agreed upon interpretation shall be determined by a 2/3rd vote of the Board.