NEW HAMPSHIRE REAL ESTATE
INVESTORS ASSOCIATION, INC.
_________________________________________________________________ (DRAFT 10/05)
ARTICLE I
Name and
Mission
1.1 Name
The
Association shall be known officially as "New Hampshire Real Estate
Investors Association". By way of
abbreviation, the Association may be referred to as "NHREIA".
1.2 Philosophy
NHREIA
is a membership association of investors who adhere to the philosophy that real
estate is an excellent investment for our times and actively pursue their
individual investment goals using creative real estate methods. NHREIA holds to the philosophy that today's
investors can achieve their purposes and objectives with income producing real
estate, so long as prudence and professional practice form the basis of their
investments.
1.3 Purpose
The
purpose of the Association is to further the goals of real estate investors, to
provide a forum for the exchange of ideas and information relating to the
purchase, sale, lease or other hypothecation of, or investment in real property
and to do all things which shall be legal for a nonprofit association to do in
this state or any state in which it does business.
The
Association is educational and motivational; that is, it encourages members of
the Association to use the principles of good practice in creative real estate
investing and motivates them to implement these principles profitably and with
integrity and professional skill.
The Association conducts General Meetings, as defined in Article II, Membership, § 2.11 General Meeting, and referenced in Article II, Membership, § 2.3 Non-Member Attendees in which members of the Association can participate in continuing education events, conversations, idea-sharing sessions and problem-solving discussions, which will reinforce the use of principles of good practice among the various members of the Association.
1.4 General Guidelines
NHREIA
upholds six fundamental guidelines of professional practice in regard to real
estate investing and any such educational activity designed to foster
improvement in such investing:
1. Our entire thought process is centered on creating win-win
situation in all real estate transactions.
2. Self-reliance and creative problem-solving are central to
successful investing.
3. Real estate investing must proceed on the basis of a
comprehensive, step-by-step program.
4. Every aspect of the investment process must reflect
excellence, integrity and professionalism.
5. Active continuing education in support of the investment
process is necessary for success.
6. Investors must maintain an affirmative and positive approach
to their investment activity.
ARTICLE II
Membership
2.1 Minimum Qualifications and Accessibility
Membership
in NHREIA is open to anyone over the age of eighteen (18) years, lay or
professional, without regard to race, color, sex, handicap or national or
ethnic origin, religion, sexual orientation, or age, provided such persons
adopt and abide by the Association's guidelines as outlined in Article I
herein, its Code of Ethics, and Policies and Procedures, as approved and
amended by the Board of Directors from time-to-time. We are an equal opportunity organization.
Membership
in NHREIA is available upon submission of the official application form and
payment of the annual dues to defray the costs of carrying out the programs of
continuing education and other administrative and programming expenses of the
organization.
2.2 Categories of Membership
The
Association recognizes the following categories of membership and their
respective voting privileges on matters taken to the general membership.
A. Regular Membership
One who voluntarily joins, pays dues to the
Association, and has one (1)
vote.
Members of the Board of Directors shall not be
required to pay dues for the time they serve on the Board and for the year
following their service. Any member of the Board of Directors, who services for
at least two (2) years, shall receive a Life Membership.
B. Honorary Membership
An Honorary Member is one who, on the basis of
exemplary service, distinguished achievements or other outstanding
qualifications, is recognized by the Association as worthy of special
recognition and who is granted membership in the Association with waiver of
dues by the Board of Directors for a length of time to be determined by the
Board. Honorary Members shall have one
(1) vote.
C.
Business Associate
Membership
[Category to be activated by the Board of Directors at a later date.]
Any profit and/or nonprofit corporation,
association, or other organization that voluntarily joins and pays dues to the
Association and provides goods and services which are appropriate for
use by real estate investors. Business
Associate Members do not have voting privileges on Association business.
D. Life Membership
A Life Membership is awarded to Board Members of the
Association who have served for a minimum of two years, and who each shall have
one (1) vote.
E. Other Memberships
Additional membership categories may be added and/or
removed from time-to-time, as approved by the Board of Directors.
2.3 Non-Member Attendees
At
the discretion of the Board of Directors, persons who are not Members of the
Association may be admitted to the general Association meetings as Non-Member
Attendees. Non-Member Attendees shall
have no voting rights within the Association.
At the discretion of the Board of Directors, Non-Member Attendees may be
charged a fee for attending meetings.
All Non-Member Attendees will fill out a visitor’s form the first time
they attend a meeting and pay the required fee. The only exception is that Guests of the Board, invited for the
benefit of the association will not be charged a fee.
2.4 Dues
An application for membership in the Association
shall be submitted to the Board of Directors for approval and processing. Payment of dues is a prerequisite to the
approval of the application.
The annual dues for all membership categories are to
be established by the Board of Directors of the Association at a level deemed
adequate to defray the costs of carrying out the administration and educational
programs (for example: rental costs,
postage, materials, costs of duplication, etc.).
B. Failure to Pay
Any Member of the Association neglecting to pay dues within a grace period set by the Board of Directors, after they are due, shall forfeit rights to membership and shall automatically be removed from the membership roll and returned to Non-Member status.
2.5 Term of Membership
The
minimum term of membership is for twelve (12) months from the date of payment
of dues.
2.6 Resignation
A
Member may resign from the Association at any time by giving written notice to
the Board of Directors. No refunds will
be granted without approval of the Board of Directors.
2.7 Code of Conduct
Members
shall abide by Article XVII, The Code of
Ethics. All members shall be
honest, fair, professional and maintain integrity in all business transactions. All members should actively strive to
contribute toward the positive, friendly, educational atmosphere of
NHREIA. All members should actively
strive to promote a positive, professional image of the real estate investment
industry.
2.8 Disciplinary Actions
Suspension and Expulsion
If in a written and signed communication to the Board of Directors of the Association, any Member shall be charged with conduct detrimental to the purpose or interests of NHREIA in violation of these Bylaws and/or the Association's Code of Ethics, the Ethics Committee shall consider the matter. If the Ethics Committee shall decide to take action, the Secretary will send a statement of the charges to the named Member, who will be given adequate time, depending on individual circumstances, to reply in writing. The Ethics Committee will then take such further action as it may deem proper. If the Ethics Committee recommends that action be taken, the matter will be presented to the Board of Directors at the next scheduled meeting and the Board will decide by an affirmative vote of a majority of the Quorum of members of the Board.
In the case of issues, the Ethics Committee or Board of Directors (until an Ethics Committee is established) may levy disciplinary actions that can include suspension up to 6 months, a fine up to $1000.00, expulsion, or mandatory training.
2.9 Reinstatement
Suspended
or expelled Members must go through the process of reinstatement to become an
active Member. The suspended or
expelled Member may submit a signed, written request for reinstatement to the
Ethics Committee, who shall review the request and present recommendations to
the Board of Directors. The Board may,
by an affirmative vote of a majority of the Quorum of members of the Board
present, reinstate such a former Member to membership upon such terms as the
Board may deem appropriate.
Until
such time as an Ethics Committee is established, the Board of Directors shall
handle all of these matters.
2.10 Evidence of Membership
Evidence
of membership in the Association may consist of a current and valid membership
card from the Association. Membership
certificates may be issued as described in Article VII Membership Certificates.
2.11 General Meetings
The
Association will provide a forum for its Members by holding regular meetings,
during which education, marketing, networking and other real estate activities
will take place.
2.12 Annual Meeting
The
Annual Meeting of the Association shall take place each year at the regularly
scheduled monthly Association General Meeting for November. The purpose for the Annual Meeting is to
carryout the election process for the various offices of the Association, as
herein provided, and to transact such business, if any, as may properly come
before the Members.
The
Agenda for the Annual Meeting shall be as follows:
A.
Report
of President
B.
Report
of Secretary
C.
Report
of Treasurer
D.
Election
of Directors
E.
Report
of Standing Committees (if there are any)
F.
Old
Business
G.
New
Business
H.
Adjournment
Providing
that in the absence of any objection, the presiding officer may vary the order
of business at his or her discretion.
2.13 Special Meetings
Special
Meetings of Members may be called by the President, or by a majority of the
Board of Directors then in office, for the purpose of addressing only matters
which are lawful and proper for Members to consider. Notice and purpose of such Special Meetings shall be delivered to
all Members as set forth in Article II, Membership, § 2.15 Notice of Meetings.
2.14 Location of Meetings
The
Board of Directors shall designate any place, either within or without the
State of New Hampshire, as the place of meeting for any meeting of Members.
2.15 Notice of Meetings
The
notices of general and special meetings of the Association shall be given in
written or electronic communication in the form of bulletins, newsletters or
postcards mailed to each regular member in good standing at least two weeks
prior to the event. The notices of the
annual meeting and nominees for office of the Association, shall be given in
both written and electronic format.
Such notices shall include the place, date and time of the event
together with sufficient information concerning the agenda to enable the
members to prepare for the meeting.
2.16 Member Quorum and Voting
A
Quorum shall constitute those Members appearing in person or by proxy at a
meeting of Members.
2.17 Proxies
Every
Member entitled to vote at a meeting of Members or to express consent or
dissent without a meeting may authorize another person or persons to act for
him/her by proxy. Every proxy shall be
in writing and shall be signed by the Member or his/her otherwise duly
authorized attorney-in-fact. No proxy
shall be valid after the expiration of eleven (11) months from the date thereof
unless otherwise provided for in the proxy.
Every proxy shall be revocable at the pleasure of the Member executing
it, except as otherwise provided by law.
ARTICLE III
Board of
Directors
3.1 General Powers
Subject
to the limitations of the Articles of Incorporation, these Bylaws and New
Hampshire Law concerning corporate action that must be authorized or approved
by the Members of the Association, all corporate powers shall be exercised by
or under the authority of the Board of Directors, and the management and
affairs of the Association shall be controlled by the Board of Directors.
3.2 Number, Qualification, and Tenure
The
Board of Directors shall consist of the Executive Officers of the Association,
and up to two (2) members at-large elected by the Membership. Tenure for Directors other than Officers
shall be for two (2) years. The
Directors must be Members in good standing of this Association.
3.3 Nomination and Election
Nominations may be made from the membership by or before the October meeting. A biography and short statement must be submitted to the Board within five (5) days following the October meeting.
All nominees must confirm his/her willingness to run and serve to the Board of Directors. Nominees shall be published to the general membership with ballots, in written and electronic communication two (2) weeks prior to voting at the Annual Meeting.
Each office may be represented by one (1) or more nominees. No person shall be nominated for more than one (1) office.
All qualified nominees will be placed on the ballot. All Regular Members in good standing are eligible to vote. The nominating and voting process will be recommended by the Board of Directors and communicated to the membership in written and/or electronic form.
Votes shall be counted by the Board Assistant and two (2) volunteer, non-nominated members.
In the case of a tie vote for any given office, run-off elections shall be held immediately for that office.
3.4 Authority and Direction
The
Board of Directors shall meet under the direction of the President of the
Association. One member of the Board will serve as Chairperson of the
Board. The Board is empowered to act on
the business at hand by a majority of votes of a voting quorum unless otherwise
provided for in these Bylaws.
3.5 Frequency and Location of Meetings
The
Board of Directors shall meet regularly to carry out the planning of
Association events and the conducting of Association business.
Special
Meetings of the Board may be called at the discretion of the President of the
Association or at the request of any two (2) members of the Board, to be given
to the Secretary, who will notify the Board.
The
Board shall meet at such times and in such places as are decided by the members
of the Board. The time and place of the
next meeting of the Board shall be decided and announced by the Board at each
board meeting.
3.6 Notification
The
Secretary of the Association shall see to it that all members of the Board are
notified by written or electronic communication, in person or by telephone
prior to the meetings concerning the particulars of the meetings (time, place,
agenda, etc.).
3.7 Quorum
A
majority (50% plus 1) of the members of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting. The vote of a majority of Directors present
at a meeting at which a quorum is present shall constitute the action of the
Board of Directors. If less than a
quorum is present, then a majority of those Directors present may adjourn the
meeting without Notice until a quorum is present.
3.8 Vacancies
Any
vacancy occurring on the Board of Directors, because of death, termination of
membership, resignation, removal, or otherwise, shall be filled by the
President based on recommendations from the Board of Directors. Anyone appointed to fill such a vacancy
shall hold office only until the next election of the Association.
3.9 Removal
Any
Director may be removed from office, with or without cause, by vote of a
majority of the Board of Directors after a quorum has been determined at a duly
called meeting of said Board.
ARTICLE IV
Executive
Officers
4.1 Qualifications
The
Association's Executive Officers, as defined in Article IV Executive Officers, § 4.2 Offices and Duties, must be
Regular Members in good standing.
4.2 Offices and Duties
The
Association shall have the following Executive Officers: President, Vice-President, Chairman of the
Board, Secretary, Treasurer and Immediate Past President, with the following duties:
A. President
The President is the Chief Executive Officer of the
Association, with the responsibility of general oversight of the affairs of the
Association. The President shall
preside at, all meetings of the Board of Directors and at all meetings of the
Association deemed necessary by the Board of Directors; shall have general and
active management of the business of the Association; shall see that all orders
and resolutions of the Board of Directors are implemented; shall establish and
oversee the work of the Committees of the Association (he/she serves ex-officio, non-voting, advisory
capacity on each Committee as a member, with the exception of the Nominating
Committee (if one is created)); and shall perform such other duties as may be
requested from time-to-time by a majority decision of the Board of Directors.
B. Vice-President
The Vice-President shall perform the duties and exercise the powers of the President in his/her absence or disability, and shall perform such other duties as the Board of Directors may prescribe or the President may delegate. The Vice-President shall succeed to the office of the President until the next election as provided by these Bylaws should the office of President become vacant for any reason. The Vice-President shall be the moderator of the Yahoo newsgroup, oversee meeting set-up and registration procedures with the treasurer and liaison as meeting planner.
C.
Chairman of the Board
The Chairman of the Board or their designee shall fill in for the President and may preside at all meetings of the Board of Directors and at all meetings of the Association deemed necessary by the Board of Directors. The Chairman of the Board or their designee shall be responsible for obtaining speakers for all meetings.
D. Secretary
The Secretary shall attend meetings of the
Association and of the Board of Directors, and shall keep, or cause to be kept
a record of all votes of the Association, minutes and attendance at official
meetings and other significant events of the Association. The Secretary shall be responsible for
carrying out the communication program of the Association by seeing that
Notices of all Association meetings and meetings of the Board of Directors are
duly given; shall oversee the membership records of the Association; and shall
perform such other duties as may be prescribed by the Board of Directors or the
President. The Secretary shall act as
parliamentarian for the Board of Directors and should be familiar with Robert's Rules of Order (Newly Revised).
E. Treasurer
The Treasurer shall have oversight responsibility of
all funds of the Association; shall keep, or cause to be kept, full and
accurate accounts of receipts and disbursements; shall deposit all revenues as
prescribed in Article VIII and maintain bank records of the Association; shall
oversee the membership dues program of the Association; shall render financial
reports to the President and Board of Directors upon request; oversee check in
and registration procedures with the Vice-President; shall render financial
reports to the membership as requested by the President and Board of Directors;
and shall perform such other duties as may be requested from time-to-time by
the Board of Directors or the President.
4.3 Tenure of Office
The
Executive Officers of the Association shall serve from January 1, following
their election, through December 31 of the same year, a term of office lasting
one (1) year, or until successors shall have been qualified and elected. Any Executive Officer shall be eligible
for reelection to the position he/she held for one (1) additional term, or
election to any other position. After
serving two (2) successive full terms in one position, the member shall wait
one (1) year before being eligible to serve again in that office.
4.4 Resignation
Any
Executive Officer of the Association, other than the President, may resign at
any time by giving written notice to the Board of Directors. Such resignation shall take effect on the
date of receipt of such notice, or at any later time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
4.5 Removal
Any
Executive Officer may be removed from office at any time, with or without
cause, on the affirmative vote of a majority of the Board of Directors,
whenever, in its judgment, the best interests of the Association will be served
thereby.
ARTICLE V
Executive and
Other Committees
5.1 Standing Committees
The
following Standing Committees, to be established by the Board of Directors as
needed, with the exception of the Nominating Committee, shall be appointed by
the Board at, or following, the annual installation of the new Board, to serve
for one (1) year or until their successors are appointed:
A. Budget & Finance
Committee
B. Education & Program Committee
C.
Ethics Committee
D. Greeting/Check-in Committee
E. Legislative Committee
5.2 Creation of Committees
The
Board of Directors may, by resolution, designate one (1) or more other
committees.
5.3 Executive Committee/Board of Directors
The
Executive Committee/Board of Directors shall consist of the Executive
Officers: President, Vice-President,
Secretary, Treasurer and Chairperson of the Board.
5.4 Other Committees
Such
other Committees shall have such
functions and may exercise such power of the Board of Directors as can be
lawfully delegated and to the extent provided in the resolution or resolutions
creating such Committee or Committees.
5.5 Committee Chairpersons
Each
Committee shall appoint its own Committee Chairperson, who shall report to the
Board of Directors.
5.6 Meetings
Regular
meetings of the Committees may be held without Notice at such time and at such
place as shall from time-to-time be determined by the Committees, and special
meetings of the Committees may be called by the Chairpersons or any two (2)
members thereof upon three (3) days' notice to the other members of such
Committee, or on such shorter notice as may be agreed to in writing by each of the
other members of such Committee, given either personally or in the manner
provided in these Bylaws pertaining to notice for Directors' Meetings.
ARTICLE VI
Employees/Independent
Contractors
6.1 Employee Qualifications
The
Board of Directors may hire employees or independent contractors as needed to
meet the needs of the Association.
ARTICLE VII
Membership
Certificates
7.1 Form and Issuance
Members
of the Association may be issued certificates signed by the President or
Vice-President, and by the Secretary.
Each Membership Certificate shall state the following: (a) the name of the Association; (b) that the Association is organized under
the laws of the State of New Hampshire;
(c) the name of the person or entity to who issued; and (d)
the class of Membership. The
Membership Certificate itself shall convey no rights or privileges, but shall
only be for identification.
7.2 Lost, Stolen or Destroyed Membership
Certificates
The
Association may issue a new Membership Certificate in the place of any
certificate previously issued if the Member named in the certificate: (a) makes proof in affidavit form that the
original certificate has been lost, stolen or destroyed; (b) requests the
issuance of a new certificate; and (c)
satisfies any other reasonable requirements imposed by the Association.
ARTICLE VIII
Revenues
8.1 Collection of Revenues
Revenues
accruing to the Association shall consist of the Membership Dues and visitors
fees, assessed and collected by the Association for the general operation and
programs. The Association may also
charge fees for attendance at special workshops, general meetings and programs, and
may sell appropriate materials relevant to real estate investment. Reasonable pricing distinctions may be made
between member and nonmember.
8.2 Custody of Revenues
The
Treasurer is responsible for financial matters involving all revenues of the
Association and accounting for these revenues according to established
practices.
8.3 Banking
Revenues
incoming to the Association shall be accumulated in and disbursed from a
special Association account in a dependable local banking institution selected
by the Board of Directors.
Disbursements shall be carried out by check, electronic transfer and
petty cash. In no case shall revenues
be co-mingled in the personal accounts of any member of the Board or any other
Member or employee of the Association.
No employee or independent contractor shall have signature authority
without approval of the Board of Directors.
8.4 Records and Reports
The
Treasurer shall keep, or cause to be kept, accurate and current records of all
financial matters of the Association, and shall stand ready to provide reports
as requested by the President or Board of Directors.
ARTICLE IX
Use of
Association's Assets
9.1 Use of the Association Platform
The
primary purpose of the Association is educational and motivational; the Board
of Directors shall guard the sanctity of this mission by preserving the
continuing education orientation of the meetings and programs.
While
it is understood that speaker incentives and barter sessions are commercial in
their very nature, the Officers and Board Members of the Association shall be
responsible in seeing that the education and member service functions of the
Association remain foremost.
9.2 Intellectual Assets
Similarly,
the official membership data (lists, mailing labels, trademark, service mark,
trade name, etc.) are privileged. Any
unauthorized use of this data shall be referred to the Ethics Committee for
recommendations, which may result in the suspension or termination of
Membership of the violating party, legal action, or both. The Board of Directors will determine the
final outcome.
9.3 Physical Assets
The
Executive Committee, Board of Directors and President are responsible for
determining the use and protection of the Association's physical assets.
9.4 Disclaimers
Where
any individual identifies himself or herself as a representative of the
Association in the course of transacting private business, then the individual
shall immediately and clearly disclaim any such misrepresentation.
ARTICLE X
Books, Records
and Reports
10.1 Minutes, Books and Records
The
Association shall keep correct and complete minutes of the proceedings of its
Members, Board of Directors and committees of Directors. The Association shall keep correct and
complete books and records of account, and shall keep a membership record
containing the name and address, email address and phone numbers of each Member,
including nonvoting Members.
10.2 Report to Members
The
Association shall provide an annual report to the Members of the Association
not later than four (4) months (by April 3rd) after the close of
each fiscal year of the Corporation.
Such report shall include a balance sheet as of the close of the fiscal
year of the Association and a revenue and disbursement statement for the year
ending on such closing date. Such
financial statements shall be prepared from and in accordance with the books of
the Association, in conformity with generally accepted accounting principles
applied on a consistent basis.
10.3 Inspection of Corporate Records
Any
person who is a voting Member of the Association shall have the right, for any
proper purpose and at any reasonable time, on written demand stating the
purpose thereof, to examine and make copies from the relevant books and records
of corporate minutes and records of Members of the Association. Upon the written request of any voting
Member, the Association shall mail to such Member a copy of the most recent
balance sheet and revenue and disbursement statement. If such request is received by the Association before such
financial statements are available for its last fiscal year, the Association
shall mail such financial statements as soon as they become available. In any event, the financial statements must
be mailed within four (4) months after the close of the last fiscal year. Additionally, balance sheets and revenue
and disbursement statements shall be filed in the registered office of the
Association in New Hampshire, shall be kept for at least five (5) years and
shall be subject to inspection during business hours by any voting Member, in
person or by agent.
ARTICLE XI
Nonprofit
Operation
11.1 Nonprofit Operation
The
Association will not have or issue shares of stock. No dividends will be paid.
No part of the income or assets of the Association will be distributed
to its Members, Directors or Officers without approval by the Board of
Directors. No Member of the Association
has any vested right, interest or privilege in or to the assets, property,
functions or activities of the Association.
The Association may contract in due course with its Members, Directors
and Officers without violating this provision.
ARTICLE XII
Fiscal Year
12.1 Fiscal Year Determination
The
fiscal year of the Association shall be selected by the Board of Directors of
the Association.
ARTICLE XIII
Corporate Seal
13.1 Corporate Seal
The
Association's corporate seal shall bear the name of the Association between two
(2) concentric circles and in the inside of the inner circle shall be the year
of incorporation. The corporate seal
may be an engraved, printed, stamped or impression seal.
ARTICLE XIV
Indemnification
14.1 Indemnification
The
Association shall indemnify each Officer and Director, including former
Officers and Directors, to the full extent permitted by the New Hampshire
General Corporation Act and the New Hampshire Nonprofit Corporation Act.
ARTICLE XV
Amendments
15.1 Amendments to Bylaws
These
Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a
majority vote of those members in attendance at an annual and/or special
meeting of this Association. A quorum
for bylaws adoption or amendments shall be the same as for any other general
membership meeting and shall be as described in Article II Membership, § 2.16
Member Quorum & Voting.
The intention to vote on a proposed adoption or amendment
to Bylaws of this Association shall be announced two consecutive months in
written or electronic communication prior to the general membership meeting at
which meeting the vote to adopt or amend is to take place. Copies of the new Bylaws shall be available
to be reviewed by the membership as a .pdf downloadable file from the
Association website and at the meeting at which the vote is to take place as
well as the meeting immediately prior to the vote meeting.
ARTICLE XVI
Parliamentary
Procedure
16.1 Meetings of Voting
Members Defined
The
current edition of Robert's Rules of
Order (Newly Revised) shall apply to meetings of Voting Members to the
extent that such rules are consistent with these Bylaws and the policies and
procedures of the Association.
I
agree not to make promises I cannot keep.
I
agree to keep the promises that I do make.
I
agree to be fair, honest, professional and maintain integrity in all of my
business dealings.