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BYLAWS OF THE ASSOCIATION OF INDUSTRIAL REAL ESTATE BROKERS
AS AMENDED: October 12, 2010
ARTICLE I: NAME, OBJECTIVES
AND GOVERNMENT
Section 1:
Name. The name of this Association is The Association of Industrial
Real Estate Brokers (“AIRE” or “Association”).
Section 2: Charter. The Association
is a general not-for-profit corporation chartered under the laws of the State of
Illinois on July 1, 1981.
Section 3:
Objectives.
The objectives of the Association are:
A.
To unite those properly licensed Illinois real estate brokers and salespeople who
are actively engaged in buying, selling, renting or leasing for others, for compensation,
land, buildings and other facilities for manufacturing, warehousing, service center
and related uses.
B.
To establish, encourage and enforce high standards of ethical and professional practice
among its Members, the companies to which its Members belong and the individuals
within those companies.
C.
To foster knowledge, service, cooperation, education and integrity in the field
of industrial real estate brokerage and to engage in philanthropy within the community.
D.
To foster mutual cooperation and the exchange of information relating to industrial
real estate among the Members of the Association.
E.
To identify, certify and publicize the availability of qualified persons actively
engaged in the industrial real estate brokerage business.
F.
To cooperate with other real estate organizations, civic organizations and governmental
bodies to insure a business climate in Illinois that will be encouraging to industrial
growth.
G.
To offer help and encouragement in the settlement of disputes between Members and
between firms with which Members are affiliated.
H.
To disseminate knowledge through publishing and distributing appropriate materials
and textbooks, conducting seminars and other media.
Section
4:
Government.
The Association shall be governed by applicable Illinois law, its Articles of Incorporation,
Bylaws, Standards of Ethical Practice and Conduct, regulations and operating policies.
Section
5:
Definition of Terms.
For purposes of interpreting these Bylaws and the Standards of Ethical Practice
and Conduct, the terms set forth below shall be defined as follows:
A.
Act:
the Illinois General Not-For-Profit Corporation Act of 1986, or any successor law.
B.
Active Member:
any person who has qualified and been accepted for membership under Article II,
Section 1, and is current in dues and other obligations to the Association.
C.
Active Membership: all of the current Active Members of the
Association.
D.
Applicant:
any person or company submitting an Application for Membership.
E.
Application:
the official Application for Membership as prepared and offered by the Membership
Committee.
F.
Associate Member:
any company which has qualified and been accepted for membership under Article II,
Section 3.
G.
Association Administrator:
an entity or person with whom the Association, through the Board of Directors, may
contract from time to time for the providing of services and other administrative
functions as described herein or otherwise approved by the Board. As of the
adoption hereof, the Association Administrator is as registered with the State of
Illinois.
H.
Board or Board of Directors:
the Board of Directors of the Association.
I.
Bylaws:
the current Bylaws of the Association which shall include the Standards of Ethical
Practice and Conduct and any other documents or provisions which may be properly
made a part of the current Bylaws of the Association.
J. Designee: the official,
approved representative of an Associate Member.
K.
Executive Director: the
chief operating officer of the Association who, subject to the control of the President
and the Board of Directors, shall:
1:
Supervise, direct, and control the day-to-day operation of
business and affairs of the Association in accordance with the provisions of any
management agreement;
2:
Supervise and direct all staff serving the Association;
3:
Supervise, direct, and control the collection, deposit, and
disbursement of all funds of the Association in accordance with instructions and
policies established by the Board of Directors;
4:
Execute contracts on behalf of the Association, provided that
such contracts are in the ordinary course of the Association’s business or specifically
approved by the Board of Directors;
5:
Attend all meetings of the Board of Directors, Executive Committee
and membership and, whenever practical, serve as the staff adviser and recording
secretary thereof; and
6:
Have such other powers and duties as may be prescribed by the Board
of Directors or the Bylaws.
L.
General Membership or Members:
all Active Members, Honorary Members, Associate Members and Designees.
M. Honorary Member: any Member who
has qualified under Article II, Section 2.
Section
6:
Registered Agent/Office.
The Association shall at all times maintain within the State of Illinois a registered
agent and registered office as required by the Act and as determined by the Board. For the purposes of the Act, the Registered
Agent of the Association shall be the Association Administrator at the office of
the Association Administrator, or such other Registered Agent and Registered Office
as may be designated from time to time by the Board.
ARTICLE
II: MEMBERSHIP
Section
1: Active
Membership.
A.
Eligibility:
Active Membership in the Association shall be open to any individual who:
1.
is a licensed real estate broker or salesperson in the State of Illinois acting
in a third party capacity;
2.
is principally engaged in industrial real estate brokerage and has consummated (i)
not less than 10 industrial transactions, and (ii) sales and leases of industrial
properties totaling not less than $2,000,000 cumulative,
both within the 24 month period immediately prior to the making of an Application;
3.
has a minimum of two years experience in industrial real estate brokerage;
4.
has a reputation for integrity and ability and has established in the community
a reputation of real estate practice in compliance with the law and in an honorable
manner;
5.
agrees to abide by the Bylaws of the Association as well as the Standards of Ethical
Practice and Conduct;
6.
has attended not less than four (4) regular meetings or functions of the Association
within the twelve (12) month period immediately prior to the making of any Application;
7.
is sponsored for Membership by two Active Members, both of whom shall have participated
in at least one (1) consummated industrial real estate transaction with the Applicant,
and both of whom shall be outside of the firm of which the Applicant is a member;
8.
has attended, if deemed necessary by the Board of Directors, an AIRE Standards of
Ethical Practice and Conduct seminar or an Association approved alternative;
9.
has properly completed and signed the Application;
10.
has submitted the application fee with the Application, which amount shall be set
by the Board from time to time and noted on the Application; and
11.
has been approved by the Membership Committee.
B.
Eligibility
of Managers or Principals:
Active Membership is also open to individuals who are managers or principals of
an industrial real estate brokerage company or division having a minimum of 10 industrial
salespeople. Individual Applicants under this provision need not meet the
qualifications described in clauses (2) and (3) of Subsection A of this Section
1 of the Bylaws, but must have 2 years of experience as a manager or principal,
and while they must be sponsored by 2 Active Members, neither of whom is affiliated
with the Applicant’s firm, the requirement of having cooperated in transactions
with the sponsors is waived for this category.
C. Rights:
Active Members shall each have one vote on all matters submitted to a vote of the
Membership and shall be eligible to serve as officers and directors of the Association.
D. Exceptions:
Any or all of clauses (6), (7) and (8) of Subsection A of this Section 1 may be
waived by the Board upon recommendation of the Membership Committee, provided it
is determined that there are (i) extenuating circumstances, (ii) prior years of
real estate activity in Illinois or other states, or (iii) other compelling reasons
why the particular Applicant should not be required to meet the particular qualification.
A written request for a waiver must be made by the Applicant along with submittal
of the Application, including a written explanation offering justification for waiver,
and the waiver must be recommended by majority vote of a quorum of the Membership
Committee and approved by majority vote of a quorum of the Board prior to the Application’s
consideration by the Active Membership. Once the Membership Committee and
Board have determined to waive a specific membership requirement, lack of meeting
that requirement will not be accepted as legitimate objection to granting or continuing
membership.
Active Members admitted to the Association prior to the
date of the approval of these Amended and Reinstated Bylaws, who no longer qualify
as Active Members under these Amended and Reinstated Bylaws, shall nonetheless remain
as Active Members of the Association.
E.
Application Procedure:
1.
Form of Application: Applications for
Active Membership shall: (i) be in writing on the form provided by the Association;
(ii) be signed by the Applicant, and, in the case of any Applicant who is a member
of a firm, be signed by the manager or a principal of such firm to evidence such
firm’s acknowledgment of the provisions hereof; (iii) include recommendations and
signatures of two sponsoring Active Members who shall be from different companies;
(iv) be accompanied by a non-refundable application fee, and any other documentation
or information required by the Application; (v) contain an agreement to abide by
all the Bylaws of the Association in force and as enacted from time to time; (vi)
contain complete information regarding any complaints filed against the Applicant
before any Real Estate Board; (vii) contain consent that the Association, through
the Membership Committee or otherwise, may invite and receive information and comment
about the Applicant from any Active Member or other persons; (viii) contain an agreement
that any information and comment furnished to the Association by any person in response
to the invitation shall be conclusively deemed to be privileged and not form the
basis of any action for slander, libel, defamation of character or other sort; and
(ix) contain an irrevocable waiver of claim against the Association, the Board,
any Member or any agent of the Association in connection with the business of the
Association and particularly as to its act, or their acts, in admitting, or failing
to admit, or disciplining the Applicant as a Member. The Application will
also make note of those membership requirements which may be waived, provided waiver
has been requested by the Applicant and sufficient cause for waiver has been approved
by the Membership Committee and Board.
2.
Action on Applications:
i.
All Applications for Active
Membership shall be filed with the
Chairperson
of the Membership Committee (“Membership Chairperson”), who, within 30 days of receipt of the Application,
shall review the Application to determine whether the Applicant appears to meet
the Active Membership requirements. If there is a request of waiver of any
requirement, the Membership Chairperson shall call for a vote of the Membership Committee
on the waiver, a majority vote of a quorum of the Committee being required for recommendation
for or against. The recommendation of the Membership Committee, together with
the Application, shall then be submitted to the Board, who must also approve or
deny the waiver by majority vote of a quorum of the Board. If the requested
waiver is not recommended by the Membership Committee or denied by the Board, the
Application shall be refused. In reviewing all Applications, the Membership Committee
may request any additional information and may personally interview the Applicant,
sponsors or others to obtain it.
ii.
Once an Application has been acted upon by a majority vote of the Membership Committee,
the Membership
Chairperson
shall give notice of the Application to all Active Members. This notice shall
contain the name of the Applicant, the name of the brokerage company or firm to
which the Applicant is affiliated, and the names of the sponsors. The notice
shall also contain the following paragraph:
“At any time within ten (10) days after the date of this notice, any Active Member
may notify the President and the Executive Director of any written objection to
the acceptance of an Applicant. The objection shall state specifically matters
which in the view of the objector indicate that the Applicant has failed to comply
with any requirements of the Bylaws.”
The names and addresses of the President and the Executive Director shall be provided
in the notice.
3.
Membership Committee Procedure:
The following shall be the rules of procedure of the Membership Committee with respect
to Applications subsequent to the serving of notice to the Active Membership and
receipt of objections, if any:
i. If the Applicant meets
all of the qualifications for Active Membership (and all waiver requests have been
approved) and no objections have been raised, or if raised and withdrawn, then the
Membership Committee shall recommend approval of the Application for Active Membership
by the Board.
ii.
If objection to the Applicant has been filed in writing by any Active Member as
required above, the President shall notify the Applicant of the substance, but not
necessarily the source, of the objection. The Applicant may, if the Applicant
wishes, submit additional information intended to satisfy the objection or may withdraw
the Application. If neither the Application nor the objection has been withdrawn,
the President shall, upon written request from the Applicant,
submit all relevant material to the Board for its disposition.
iii.
Upon written request from the Applicant, the Board, meeting with a quorum of its
Members, the Membership Chairperson, and any objectors, shall review the Application.
The Board shall then invite the Applicant to appear in person before the Board to
defend against any objections, if the Applicant so desires. A time and place
for such appearance shall be set to the convenience of all parties. Any other
parties may also be invited to attend this hearing if so desired by the Board.
The Applicant is entitled to be accompanied by the Applicant’s attorney or other
advocate. The Board, after hearing all relevant information, shall accept
or reject the Applicant by a vote of not less than 70% of the full Board.
The action of the Board shall be final in all cases.
iv. If an Applicant has been
denied Active Membership, the Applicant may not reapply for one year from the date
of such denial and must submit a new Application for Membership.
v.
The Membership Chairman may elect to delegate some or
all of such Membership Committee functions if there is only one (1) Member of the
Membership Committee.
4.
Admission to Membership:
When an Applicant has been approved for Active Membership, the Applicant shall be
notified promptly by the Association Administrator and shall be invited to attend
the next regular meeting where the Membership Chairperson (or the Chairperson’s
or Association’s designee) shall award a Certificate of Membership and any other
pins, documents or gifts as may be determined from time to time. The Membership
Chairperson shall be responsible for notification to the Association Administrator,
who will be responsible to see that the new Member is added to the roster and is
billed for such new Member’s pro rata share of the current year’s dues.
5.
Ongoing Qualifications:
Once a person has been accepted for Active Membership, such Member must continue
to meet all the qualifications for Membership as described in Article II, Section
1 of the Bylaws, except that notwithstanding the foregoing: (i) such Member need
not continue to consummate the number of deals specified; (ii) such Member’s meeting
attendance requirement is waived; and (iii) all requirements specifically relating
to Application and sponsorship shall not apply.
Active Members must agree to abide by the Association’s website protocol
as enacted and amended from time to time.
Section 2:
Honorary Membership.
A.
Entitlements, Restrictions and Rights: Honorary Members shall
remain on the Association’s mailing lists, shall be entitled to voting privileges
and all other privileges of Active Members, and shall be allowed to attend all regular
meetings of the Association without charge. Honorary Members shall be required
to pay the appropriate charges for special functions such as bus tours, Holiday
Parties, and special seminars and meetings. Honorary Members shall not be
required to pay dues and shall not be required to participate in on-going education
and certification programs.
Honorary Members shall abide by the Bylaws and shall be subject to disciplinary
action or expulsion as provided for all Members under these Bylaws.
B.
Lifetime Membership: Unless expelled, Honorary Members remain
Honorary Members for life. Honorary Members, at their option, may request
to have their name removed from either or both the mailing list or roster if retired,
no longer living in the area, and/or no longer wishing to receive mailings from
the Association. Removal from the mailing list does not constitute a resignation
from Honorary Membership; however, an Honorary Member may resign at any time by
notifying the President who shall be required to accept said resignation if offered.
C.
Qualifications: Honorary Membership may, at the discretion
of the Board, be awarded to individuals who meet one or more of the qualifications
below.
1.
Any Active Member who has served as President of the Association 20 years prior
to the date of acceptance of Honorary Membership. (e.g. the 1989 President,
and all prior Presidents, shall be eligible for Honorary Membership at the beginning
of 2009.)
2.
Any person who has been an Active Member for at least 20 years, is over 65 years
of age, may or may not have served as President, but has, in the opinion of the
Board of Directors, offered extraordinary contributions to the Association and the
profession.
3.
Any current Member in good standing who does not meet any of the above qualifications
but has, in the opinion of the Board, made such significant contributions to the
industrial real estate brokerage profession as to warrant being honored by this
designation.
D.
Procedure:
1.
Any Active Member may nominate a candidate for Honorary Membership meeting the above
requirements by notifying the President. In the case of a 20th year Past President,
any person qualifying shall be automatically nominated at the first Board of Directors
meeting of the 21st year after such person’s presidency. The President shall
bring the matter before a quorum of the Board who shall decide by simple majority
vote. The decision of the Board shall be final.
2.
If the nominee is rejected, there shall be no public mention or notification, but
the nominator shall simply be informed, and the person rejected may not be re-nominated
for at least another 12 months. If the nominee is accepted, the President
shall contact the nominee to determine if the nominee accepts the designation and
if so, shall invite the nominee to attend the next regular meeting of the Association
to be presented with an official certificate or plaque and be honored by the Association.
If the nominee is not able to attend the next regular meeting, the President shall
determine whether to wait for induction at a subsequent, future meeting, or to simply
induct in the absence of the nominee and mail the certificate or plaque. It
shall be the responsibility of the Membership Committee to see that certificates
and plaques are prepared and presented.
Section 3:
Associate Membership.
A.
Eligibility: Associate Membership shall be open to
the following types of companies which are sponsored by at least two (2) Active
Members: (i) public utility companies, such as railroads, electric power,
gas and telephone companies; (ii) established private industrial districts; (iii)
industrial general contractors and developers; (iv) industrial architects; (v) investment
companies with major industrial real estate portfolios; (vi) banks; (vii) industrial
mortgage brokers; and (viii) other companies engaged in activities directly related
to the field of industrial real estate. At no time shall the number of Associate
Member companies exceed 30% of the General Membership of the Association.
The Board and the Membership Committee shall endeavor to maintain a relatively balanced
Associate Membership mix from the foregoing fields.
B.
Application Procedure:
1.
Form of Application: Applications for Associate Membership
shall: (i) be in writing on the form provided by the Association; (ii) be
signed by a principal of the Applicant; (iii) include recommendations and signatures
of two sponsoring Active Members who shall be from different companies; (iv) be
accompanied by a non-refundable application fee and any other documentation or information
as may be required by the Application; (v) appoint the initial Designee or Designees;
(vi) contain an agreement to abide by all the Bylaws of the Association in force
and as enacted from time to time; (vii) contain consent that the Association, through
the Membership Committee or otherwise, may invite and receive information and comment
about the Applicant from any Active Member or other persons; (viii) contain an agreement
that any information and comment furnished to the Association by any person in response
to the invitation shall be conclusively deemed to be privileged and not form the
basis of an action for slander, libel, defamation of character or other sort; and
(ix) contain an irrevocable waiver of claim against the Association, the Board,
the Association Administrator, any Committee, any Member, or any agent of the Association
in connection with the business of the Association and particularly as to its act,
or their acts, in admitting, or failing to admit, or disciplining the Applicant
as a Member. The Application will also make note of those Membership requirements
which may be waived, provided waiver has been requested by the Applicant and sufficient
cause for waiver has been approved by the Membership Committee and Board.
2.
Action on Applications:
i.
All Applications for Associate Membership shall be filed with the Membership Chairperson,
who, within 30 days of the Application, shall review the Application to determine
whether the Applicant appears to meet the Associate Membership requirements within
30 days of the submittal of the Application.
ii.
Once an Application has been
acted upon by a majority vote of a quorum of the Membership Committee, the Membership
Chairperson shall give notice
of its decision to the President. If
there is a request of waiver of any requirement, the Membership Chairperson shall
call for a vote of the Membership Committee on the waiver, a majority vote of a
quorum of the Committee being required for recommendation of acceptance or denial.
The recommendation of the Membership Committee, together with the Application, shall
then be submitted to the Board, who must also approve or deny the Application by
majority vote of a quorum of the Board. If the requested waiver is not recommended
by the Membership Committee or denied by the Board, the Application shall be refused.
In reviewing all Applications, the Membership Committee may request any additional
information and may personally interview the Applicant, sponsors or others to obtain
it.
iii.
Once an Application has been recommended by a
majority vote of a quorum of the Membership Committee, the Membership
Chairperson shall give notice
of the Application to all Active Members. This notice shall contain the name
of the Applicant, the names of the Designees and the names of the sponsors.
The notice shall also contain the following paragraph:
“At any time within ten (10) days after the date of this notice, any Active Member
may notify the President and the Executive Director of any written objection to
the acceptance of an Applicant. The objection shall state specifically matters
which in the view of the objector indicate that the Applicant has failed to comply
with any requirements of the Bylaws.”
The names and addresses of the President and the Executive Director shall be provided
in the notice.
3.
Membership Committee Procedure: The following shall
be the rules of procedure of the Membership Committee with respect to Applications
for Associate Membership subsequent to the serving of notice to the Active Membership
and receipt of objections, if any:
i.
If the Applicant meets all
of the qualifications for Associate Membership (and all waiver requests have been
approved) and no objections have been raised, or if raised and withdrawn, then the
Membership Committee shall recommend approval of the Application for Associate Membership
by the Board.
ii.
If objection to the Applicant
has been filed in writing by any Active Member as required above, the President
shall notify the Applicant of the substance, but not necessarily the source, of
the objection. The Applicant may, if the Applicant wishes, submit additional
information intended to state the objection or may withdraw the Application.
If neither the Application nor the objection has been withdrawn, the President shall,
upon written request from the Applicant, submit all relevant material to the Board
for its disposition.
iii.
Upon written request from the Applicant, the
Board, meeting with a quorum of its Members, the Membership
Chairperson, and any objectors,
shall review the Application. The Board shall then invite the Applicant to
appear in person before the Board to defend against any objections. A time
and place for such appearance shall be set to the convenience of all parties.
The objector, and any other parties, may also be invited to attend this hearing
if so desired by the Board. The Applicant is entitled to be accompanied by
the Applicant’s attorney or other advocate. The Board, after hearing all relevant
information, shall accept or reject the Applicant by a vote of not less than 70%
of the full Board. The action of the Board shall be final in all cases.
iv.
If an Applicant has been denied Associate Membership,
the Applicant may not reapply for one year from the date of such denial and must
submit a new Application for Membership.
4.
Admission to Membership:
When an Applicant has been approved for Associate Membership, the Applicant shall
be notified promptly by the Association Administrator and shall be invited to attend
the next regular meeting where the Membership Chairperson (or the Chairperson’s designee) shall award
a Certificate of Membership and any other pins, documents or gifts as may be determined
from time to time. The Membership Chairperson shall be responsible for notification to the
Association Administrator, who will be responsible to see that the new Member is
added to the roster and is billed for such new Member’s pro rata share of the current
year’s dues.
C.
Designees:
Any company accepting an invitation for Associate Membership shall appoint
at least one (1) but not more than two (2) Designees in the application form.
Designees of the Associate Members may attend meetings of the Association when invited,
take part in discussions, and advise as to matters pertaining to industrial real
estate.
D.
Rights and Responsibilities: Upon acceptance as an Associate Member,
the Associate Member and its Designees and all Members of the Associate Member’s
company shall be bound by the Bylaws. Associate Members shall carry no voting
rights in the Association and a Designee shall not be permitted to serve on the
Board or to hold office. A Designee may serve as
Chairperson or Member of any
committee except the Membership Committee, the Ethics Committee, the Arbitration
Committee or the Nominating Committee. Associate Members must agree to abide
by the Association’s website protocol as enacted and amended from time to time. The Board may further reasonably limit
or restrict other rights of Associate Members and Designees.
E.
Meetings:
The Board of Directors has the right to determine that any membership meeting or
any portion of any such meeting may be attended only by Active Members.
Section
4:
Certificates and Pins.
Certificates, pins, emblems and other evidence of Membership shall be reserved for
the use of Members only and upon termination of membership, shall no longer be used
by terminated Member.
Section
5:
Dues and Fees.
A.
The application fees and annual dues for Active and Associate Membership will be
established from time to time by the Board of Directors. Associate Member
shall pay dues for each Designee.
B.
Dues will cover standard membership costs, which shall include but not be limited
to the regular lunch and dinner meetings of the Association, mailings, electronic
mail system and website costs, other administration costs, and the membership directory.
The Board of Directors shall designate any additional or special charges for individual
events, programs, services or materials that it deems appropriate. Membership
dues shall be paid in advance for twelve months during the month of January.
C.
A non-refundable application fee shall accompany the Application for Active or Associate
Membership.
ARTICLE
III: RESIGNATIONS, DELINQUENCIES, REINSTATEMENTS AND TRANSFERS
Section
1: Resignations. All resignations
of Active, Honorary and Associate Members shall be made to the President in writing;
resignation from membership shall not relieve the resigning Member from liability
for payment of all outstanding dues and obligations to the Association.
Section
2:
Delinquencies.
Any Member who or which fails to pay dues or other indebtedness within sixty (60)
days after same becomes due, and which failure then continues for thirty (30) days
after written notification thereof from the Board or the Association Administrator,
shall be automatically suspended from Membership and all privileges of Membership
shall be revoked. If, however, all such indebtedness is thereafter paid by
the next subsequent meeting, such Membership shall be reinstated, but if not so
paid, such Member shall be dropped from Membership.
Section
3:
Seminar Completion.
Any Member who does not successfully complete the Standards of Practice
and Conduct
Seminar as required
shall be automatically suspended from Membership for up to one (1) year or until
such Member successfully completes such Seminar. If, at the end of such year,
the Member has not successfully completed such Seminar, such Member shall be expelled
from the Association.
Section
4:
Suspension.
A suspended Member may not attend any function of the Association, may not vote,
may not publicize such Member’s Membership during the suspension period, may not
utilize the Association’s electronic mail or website facilities, and shall not be
entitled to all other privileges of Membership.
Section
5:
Change in Active Member's Business Activity.
A.
In the event an Active Member’s business activities change so that such Active Member
no longer meets the requirements for Active Membership in the Association, such
Active Member shall have an obligation to bring the change to the attention of the
Membership Committee.
B.
The Membership Committee shall, upon receipt of notice either from an Active Member
or from another source, investigate and determine whether the Active Member continues
to meet the requirements for Active Membership.
The Membership Committee shall communicate its determination and recommendation
to the Board.
C.
If the Membership Committee recommends to the Board that Active Membership is no
longer appropriate, the Board shall request that the Member resign. Upon resignation,
the Member shall receive a full refund of such Member’s pro rata share of any dues
paid for the current year.
D.
In the event the Membership Committee recommends to the Board, and the Board determines,
that an Active Member’s activities are such that such Member more properly belongs
in the Associate Membership category, the Member shall be notified and given the
choice either to resign from the Association or change its membership to Associate
Membership. If the Member elects to change Membership status, such Member
shall automatically be granted the right to do so without filing a formal Application,
as soon as an opening is available, and such Member shall remain an Active Member
until that time.
E.
An Active Member who is requested by the Membership Committee or the Board to resign
or change status may, within thirty (30) days of notification, appeal to the Board.
The decision of a majority vote of a quorum of the Board shall be final. Once
an Active Member’s status has been questioned and such Member has been allowed to
remain an Active Member (either by the Membership Committee or the Board), such
Member’s status may not be challenged again for at least two (2) years based on
the same set of facts.
F.
If an Active Member refuses to resign after being requested to do so, then the Board
may terminate Membership of such Active Member.
Section
6:
Change in Associate Member's Business Activity.
A.
Any Active Member may challenge the status of an Associate Member by written request
to the Membership Chairperson. Upon reviewing the request, the Membership
Committee shall recommend to the Board whether or not Associate Member status is
appropriate, taking into account whether the Member qualifies under the description
of Associate Membership or the Member’s activities more closely qualify under the
category of Active Membership.
B.
If the Board, acting on the Membership Committee’s recommendation, determines that
the Associate Membership status is no longer appropriate, then the Associate Member
shall be requested to resign or to reapply to the Association under another membership
category.
C.
An Associate Member who is requested by the Board to resign may, within 30 days
of notification, appeal to the Board. The decision of a majority vote of a
quorum of the Board shall be final. Once an Associate Member’s status has
been questioned and such Member has been allowed to remain an Associate Member (either
by the Membership Committee or the Board), such Member’s status may not be challenged
again for at least 2 years based on the same set of facts.
D.
If an Associate Member refuses to resign after being requested to do so, then the
Board may terminate Membership of such Associate Member.
ARTICLE
IV: OFFICERS
Section
1: Name and Duties. The officers
of the Association shall be the following:
A.
President:
The President shall preside over all general and special meetings, the Board of
Directors and all Board meetings, and shall be a Member of the Ethics Committee
and the Nominating Committee. The President shall be the major spokesperson
for the Association and shall be the official representative of the Association
to all outside bodies. The President shall have the authority to create any
special Committees and appoint all Committee chairpersons and co-chairpersons.
The President shall have the right to appoint spokespersons and representatives
on behalf of the Association to outside groups and functions and will have primary
responsibility for direction of the officers, Board members, chairpersons and activities
of the Association.
B.
Vice President:
The Vice President shall assist the President in leading the Association and shall
be available to act as the President in the event of the President’s inability to
attend any meeting or function.
C.
Secretary:
The Secretary shall maintain minutes at all Association and Board meetings and present
same in a completed form for filing. The Secretary shall also supervise, if
required, the activities of the Association Administrator relative to the annual
filing and maintaining of all appropriate documents and records required under the
Act or otherwise by the Secretary of State of Illinois, the U.S. government,
and all other agencies or groups as may be needed to comply with laws governing
the existence of the Association, and the coordination of all Association mailings.
D.
Treasurer:
The Treasurer shall be the chief financial officer of the Association, and shall
supervise, if required, the Association Administrator relative to (i) the preparation
of the annual budget, (ii) seeing that the budget is adhered to, (iii) collection
and depositing of all funds, (iv) payment of all obligations and expenses, (v) maintaining
the active and official roster and mailing lists of the Association, and (vi) maintaining
the attendance records of all Members the Seminars, meetings and special functions.
Section
2:
Term.
The term of office of each Officer shall be for one (1) year and shall coincide
with the fiscal year of the Association, which shall be from January 1, to December
31, inclusive. No Officer shall serve for more than one consecutive year in the
office in which they currently hold.
Section
3:
Vacancy.
In the event the office of President becomes vacant, the Vice President shall automatically
assume the position as President for the remainder of the term. Upon the vacancy
of any other office, the Board of Directors shall select one of its Board members
to fill that position for the remainder of the term.
Section
4:
Qualifications.
Officers must be Active Members of the Association who have served as a member of
the Board for at least one (1) full year prior to election or appointment.
Section
5:
Delegation.
Certain of the aforesaid activities of the Officers of the Association may be delegated
from time to time to the Association Administrator, if appropriate, pursuant to
a contract with such Association Administrator approved by the Board.
Section 6:
Compensation. Officers shall not receive any compensation
for their service as Officers, but the Board may by resolution authorize reimbursement
of expenses incurred in the performance of their duties for the Association.
ARTICLE
V: BOARD OF DIRECTORS
Section
1: Purposes.
A.
The Board of Directors shall have responsibility for supervision, control and direction
of all affairs of the Association, including without limitation reviewing and approving
or disapproving all new business, motions, policy matters, membership matters, budgets,
special expenditures and long-range plans which are the proper concerns of the Association.
B.
The Board shall have the responsibility of initiating and reviewing Bylaws amendments
and presenting them to the Active Members for approval or disapproval in accordance
with Article XII of these Bylaws.
C.
The Board shall be the final decision-making body on appeals of the decisions of
committees and on all matters with the exception of revisions to these Bylaws.
Section
2:
Structures and Operation.
A.
The Board of Directors shall consist of eleven (11) Active Members, including the
four current Officers, the immediate Past President, and six (6) Directors at Large. No more than two (2) representatives
of the same company shall serve on the Board at the same time, not including the
immediate Past President, provided, however, that two persons who are eligible to
serve on the Board simultaneously at the beginning of their terms but subsequently
lose that eligibility due to position change, merger or otherwise, shall be permitted
to serve out their then current terms on the Board.
B.
The President shall preside over and call all meetings of the Board, provided, however,
that the Secretary shall call a meeting of the Board if such is requested in writing
by at least four (4) Directors.
C.
Any Active, Honorary or Associate Member may request consideration of business by
the Board via written request delivered to the President. The Board shall
have sole discretion to determine what Members and guests may attend all or portions
of the Board meetings and to what extent they may participate in discussions.
D.
All Directors shall receive actual notice of each Board meeting communicated reasonably
in advance of such meeting. A quorum
of the Board shall consist of not less than six (6) Directors. All votes on
all matters by the Board shall be majority vote at a meeting at which a quorum is
present, provided, however, that Directors may participate in Board meetings by
means of telephone conference or similar communications equipment, and provided
further that the Board may also act by written consent pursuant to the Act. Directors may not vote by proxy. The
results of any votes and decisions reached by the Board shall be announced to the
Members, either in writing or at the next regular meeting. All decisions of
the Board are final with the exception of Bylaw revisions, which must be approved
by the Active Membership as provided in Article XII hereof.
Section
3:
Term.
The term of office of each Director at Large shall be for three (3) years, beginning
January 1, except that the terms of office of at least two (2) Directors at Large
shall expire each calendar year. The term of office of each other Director
shall be for one (1) year to coincide with the terms of Directors who are also Officers. A Director shall be deemed to have resigned
from the Board if said Director misses three (3) consecutive Board meetings or four
(4) Board meetings in any twelve (12) month period,
Section
4:
Vacancy.
In the event of any vacancy on the Board, the Board shall appoint an Active Member
as a replacement Director, to serve the remainder of the term of the Director being
replaced.
Section
5:
Conflict of Interest.
No member of the Board of Directors shall vote on a matter in which such Director
has a material or other special interest; such Director’s presence may be counted
for purposes of determining whether a quorum is present but may not be counted when
the Board takes action on the matter.
Section 6:
Compensation. Directors shall not receive any compensation
for their service as Directors, but the Board may by resolution authorize reimbursement
of expenses incurred in the performance of their duties for the Association.
ARTICLE
VI: STANDING COMMITTEES
Section
1: Standing Committees. Standing
Committees of the Association shall be the following:
A.
Membership Committee:
This Committee shall be comprised of a minimum of three (3) Active and/or Honorary
Members including its Chairperson. A quorum of this Committee shall be 60%
of the members. Responsibilities of
the Committee shall be as outlined in Article II, Sections 1 through 5 above.
B.
Ethics Committee:
This Committee shall be comprised of a minimum of five (5) Active and/or Honorary
Members including the Association’s President.
A quorum of the Committee shall be 60% of the members. At least two
(2) members of the Committee must at one time have served as President of the Association.
The responsibilities of this Committee may be expanded or narrowed by the President
and Board, but they shall generally include the following:
1.
Interpreting the Standards of Ethical Practice and Conduct in the event of any questions
regarding the meaning of those Standards and/or activities as they may relate to
those Standards, and constantly reviewing the Standards of Ethical Practice and
Conduct and making recommendations to the Bylaws Committee for modifications to
clarify or otherwise improve those Standards;
2.
Providing education relative to brokerage laws and standards through presentations
and preparation and dissemination of written material and seminars, in conjunction
with the Education Committee;
3.
Setting up and running the official AIRE Standards of Ethical Practice and Conduct
Seminar as provided for in these Bylaws; and
4.
Holding hearings regarding questions relative to and challenges of behavior applicable
to the Bylaws and Standards of Ethical Practice and Conduct, as well as taking disciplinary
action as described in Article VIII of these Bylaws.
C.
Bylaws Committee:
This Committee shall be comprised of not less than two (2) Active Members, shall
review the Bylaws at the direction of the President or the Board, consider any amendments
proposed by the Membership and formulate the language of proposed changes to be
presented to the Board of Directors and to the General Membership for their approval.
D.
Finance and Budget Committee:
This Committee shall be comprised of the newly elected President and Treasurer of
the Association and the outgoing Treasurer. It shall be the Committee’s responsibility,
working in conjunction with the Association Administrator, to prepare a budget for
the coming year to be presented in January to the Board of Directors for the Board’s
approval.
E.
Publicity and Public Relations Committee: This Committee shall be comprised of not
less than two (2) Members. It shall be the Committee’s responsibility to author
press releases and newsworthy articles and to see that favorable coverage is given
to the activities of the Association in trade journals and other media.
F.
Program Committee:
This Committee shall be comprised of not less than two (2) Members. It shall
be the Committee’s responsibility, in cooperation with the President and Vice President,
to schedule speakers and plan programs for Association meetings. This Committee
will be responsible for the February meeting of its assigned year as well as the
January meeting of the following year.
G.
Government Affairs Committee:
This Committee shall be comprised of not less than two (2) Members. The Chairperson
of the Committee shall be the organization’s official representative to any other
organization to which the President or Board wish to have representation relative
to government, legislative and public affairs. In addition to representing
the Association to other groups, this Committee shall be responsible for reporting
of government affairs activities to the Board and General Membership of the Association.
H.
Arbitration Committee:
This Committee shall be comprised of not less than five (5) Members, two (2) of
whom must at one time have served as President of the Association. This Committee
shall conduct both Binding and Non-Binding Arbitrations as well as hearings upon
request in accordance with Article XI of these Bylaws.
I.
Nominating Committee:
This Committee shall consist of at least three (3) Active Members, as well as the
Immediate Past President and Vice President.
The Immediate Past President shall serve as Chairperson. The Committee shall be
responsible for developing a slate of nominees for Officers and Directors as provided
in Article VII hereof.
J.
Communications and Technology Committee: This Committee shall be comprised of not
less than two (2) Active Members and shall be responsible for coordination of the
electronic mail system and website, and all matters incident or otherwise relating
thereto.
K.
Education Committee:
This Committee shall be comprised of not less than two (2) Active Members and shall
conduct the AIRE Laws and Standards Seminar in conjunction with the Ethics Committee
and such other seminars, state approved continuing education and general education
programs as the Board directs.
Section
2:
Additional or Special Committees. The President, with the approval of the
Board of Directors, shall have the right to create any additional or special Committees,
as the President deems necessary, and to combine any of the above Committees.
The Ethics and Arbitration Committees may, if so determined by the Board, be combined
into a single Committee with a single Chairperson.
Section
3:
Appointments.
Members of the Association’s standing and special Committees and the Chairpersons
thereof shall be appointed by the President, subject to approval by the Board of
Directors as soon as possible following the President’s election to office.
The President shall invite input from the Board and General Membership and consider
said input when making appointments. Any appointment of the President may
be overridden by the Board by a vote of at least 2/3 of the Directors. Once
a Chairperson and Committee have been selected, the Board may remove or replace
any existing Chairperson or member by a vote of at least 2/3 of the Directors.
No more than two (2) members of each Committee shall be from the same company.
ARTICLE
VII: NOMINATION AND ELECTION PROCEDURES
Section
1: Nominating Committee. The
Nominating Committee shall convene in September to select a slate of candidates
for Officers and Director positions and shall provide written notice of said slate
to the General Membership prior to October 1 of such year.
Section
2:
Nominations From The Active Members. A group of 10% (ten percent) of the voting
members may place additional slates or individuals into nomination by written notice
to the Nominating Committee prior to October 15 of each year.
Section
3:
Elections.
A.
If there are no additional slates or individuals nominated prior to October 15 of
each year, then the Nominating Committee’s slate shall be automatically approved.
If there are additional nominations from 10% of Active Members as provided in Section
2 of this Article VII, then the Secretary shall mail ballots out to the Active Members
prior to November 1 of such year. The ballots shall contain the Nominating
Committee’s slate and the name of all additional nominees for each specific position.
The President shall determine the form and order of the ballot.
B.
In voting for Directors, the list of names of all persons nominated for a specific
term shall be grouped and the candidate(s) with the most votes shall win.
For example, if there are two (2) positions open and four (4) nominees, the two
(2) with the most votes win. In election of Officers, the one (1) candidate
with the most votes wins each position.
C.
Ballots must be marked, signed and returned to the Association Administrator, by
mail or
otherwise as directed in said notice to Members prior to the November meeting.
Only ballots from Active and Honorary Members shall be counted. The President
shall vote to elect Officers and Directors only to break ties. The President
shall announce the results at the November meeting.
ARTICLE
VIII: DISCIPLINE
Section
1: In General. Any Member of
the Association may be reprimanded, suspended or have Membership terminated for
cause by the Ethics Committee.
Section
2:
Cause.
Cause is hereby defined as:
A.
Any conviction by a court of competent jurisdiction of a felony or fraud.
B.
Violation of the Bylaws or Standards of Ethical Practice and Conduct of the Association.
C.
Being an employee, principal, salesperson or independent contractor of a firm with
a policy in violation of the Bylaws or Standards of Ethical Practice and Conduct
of the Association, unless the individual is not a principal of the firm and such
policy does not require the individual to be in violation of the Bylaws or the Standards
of Ethical Practice and Conduct.
D.
Being a principal of a firm in which there are individuals who have been shown,
to the satisfaction of both the Ethics Committee and the Board, to operate in violation
of the Bylaws and Standards of Ethical Practice and Conduct of the Association.
E.
Refusal to cooperate, appear or abide by decisions in conjunction with disputes,
challenges to membership status, or arbitration that may be elected pursuant to
Article XI hereof.
Section
3:
Ethics Committee Action.
A.
Any Member may request the Ethics Committee to consider a reprimand or other disciplinary
action by presenting a written request to the Chairperson of the Ethics Committee.
The Ethics Committee shall determine whether a complaint has sufficient justification
for consideration. If the Ethics Committee does not believe the matter warrants
consideration, no further action shall be taken in the matter.
B.
The Ethics Committee shall determine procedures to obtain evidence and testimony
regarding any complaints, which procedures shall provide reasonable due process
to the party accused of committing an ethics violation, and shall, before any party
is found guilty of any ethics or Bylaws violations, provide a copy of the complaint
and all relevant materials to the party alleged to have committed a violation and
provide that party an opportunity to appear before the Ethics Committee and present
such party’s case.
C.
The Ethics Committee shall have the following options after hearing all the evidence
relative to a complaint:
1.
The Ethics Committee may find that there was no violation and/or that no action
is warranted and shall drop the matter. Once a complaint has been considered
by the Ethics Committee and dropped, no further action shall be taken relative to
the specific complaint.
2.
The Ethics Committee may find that while there was a violation of the Bylaws or
Standards of Ethical Practice and Conduct, no disciplinary action is warranted either
because the offending party has taken sufficient steps to correct for said violation
or because of extenuating or unusual circumstances in conjunction with the violation.
3.
If the Ethics Committee determines that a reprimand is in order, the Committee Chairperson
shall notify the Member and the Board that the Ethics Committee has determined that
the Member’s activity(ies) have been found to be in violation of the standards of
the Association but not so severe as to warrant suspension or expulsion at such
time. The reprimand shall include a warning that further or continued activity
in violation of the Bylaws or the Standards of Practice and Ethical Conduct could
result in suspension of or expulsion from membership in the Association. The
reprimand shall include recommendations and suggestions as to how to make reasonable
amends for violations and how to prevent further occurrences in the future.
The Ethics Committee shall notify the sales manager, partner or chief executive
officer of the company employing the Member.
4.
By two-thirds (2/3) vote, the Ethics Committee may determine that the violation
warrants suspension of membership or expulsion from membership in the Association.
In the case of Associate Members, it may be the barring of a specific person as
Designee, or, in the event of repeated violations by a principal of the Associate
Member, the Member firm itself may be suspended or expelled from membership.
D.
In the event of suspension, expulsion or barring of a Member or Designee, the Ethics
Committee Chairperson shall provide written notification of such action to the disciplined
Member or Designee, with a copy to the Board via the President. The notification
shall inform the party that unless such party appeals the decision of the Ethics
Committee to the Board, by written notification to the President, within 15 days
after receipt of said notice, the disciplinary action shall become final.
E.
If the President receives a written appeal as stated above, the President shall
invite the subject of the discipline to appear before the Board to allow that person
to present such person’s case. The Chairperson and other Members of the Ethics
Committee shall also appear to discuss the decision of the Ethics Committee, and
the President may also determine to have other parties appear to provide information
and testimony. The Board shall decide the matter by a majority vote, provided
that a quorum is present. The Board may determine to impose discipline as
recommended by the Ethics Committee, to impose a lesser discipline, to reprimand
instead of taking disciplinary action, or to conclude that no disciplinary action
or reprimand shall be made.
F.
If no appeal of the Ethics Committee decision has been made to the Board, or once
the Board has voted on an appeal, there can be no further action on the complaint.
ARTICLE
IX: MEMBERSHIP MEETINGS
Section
1:
Quorum.
A quorum for any general or special meeting of the Members of the Association shall
consist of fifteen (15%) percent of the Active and Honorary Membership, present
in person or by proxy.
Section
2:
Voting.
All voting, except the election of Officers and Directors which shall be by secret
ballot, shall be conducted by a show of hands unless any Active or Honorary Member
shall request the voting to be conducted by ballot. Members shall be entitled
to vote by proxy on any matter brought before the Membership for a vote.
The Board may determine that any matter may be voted upon by the Members
pursuant to the written consent procedure set forth in the Act.
Section
3:
Meetings.
Association meetings shall be held at such times and places as designated by the
Board. An annual meeting shall be held in November of each year.
Section
4:
Special Meetings.
A special meeting of the General Membership may be called by (i) a majority of the
Board, (ii) the President, or (iii) ten (10%) percent or more of the Active Members.
Section
5:
Notices of Meetings.
All notices of meetings of the Members, or special meetings called by the Board
of Directors, the President or the Members, shall be given, unless greater notice
is required by the Act, not less than ten (10) business days nor more than sixty
(60) days before the date of the meeting. The notice shall specify the place,
date and hour of the meeting and when applicable, those matters which are to be
presented for action by the Members.
Section
6:
Notices of Special Meetings.
If a special meeting is called by the Members, the request shall be transmitted,
in writing, specifying the general nature of the business proposed to be transacted,
to the President. The President shall cause notice to be given promptly to
the Members; the date of the special meeting shall not be less than twenty (20)
nor more than sixty (60) days following the giving of such notice. If the
notice is not given within ten (10) business days after receipt of the request,
the Members requesting the meeting may give the notice.
Section
7:
Content of Notices.
If the proposed action to be taken at any Membership meeting is for action on any
of the following, the notice shall also state the general nature of the proposal,
and Member action on such items shall be invalid unless the notice, or written waiver
of notice, states the general nature of the proposal(s):
A.
Removing a member of the Board of Directors without cause; or
B.
Amending the Articles of Incorporation or Bylaws.
Section
8:
Delivery or Mailing of Notices.
Notice of any meeting of Members shall be given as described in Article XIII hereof,
to each Member either at the address of that Member appearing on the books of the
Association, or the address given by the Member to the Association for the purpose
of notice.
Section
9:
Proxies.
Members shall be permitted to vote by proxy.
ARTICLE
X: FUNDS
Section
1:
Deposits.
All funds of the Association, including any special funds contributed to it by its
Members, shall be deposited in the Association’s account at a bank to be designated
by the Board of Directors. The Treasurer shall make due accounting to the
Board at such times as may be requested by the President, based on statements and
other information received from the Association Administrator.
Section
2:
Expenditures.
The funds of the Association shall be expended in accordance with a budget approved
by the Board prior to the February meeting of the Association. Any expenditures
not authorized in the budget shall be permitted by a vote of 2/3 of the Directors.
Section
3:
Signing of Checks.
Any checks or withdrawals shall be signed and/or co-signed in accordance with a
written policy established from time to time by the Board of Directors.
Section
4:
Statements.
The Association Administrator shall maintain all monthly bank statements, and upon
request of the Board shall promptly forward same to the President, the Board, or
any other party designated by the Board.
Section 5: Insurance and Bonding.
The Association Administrator shall maintain a fidelity bond in an amount
not less than one hundred thousand dollars ($100,000) on and for its employees,
including leased employees, who handle Association funds, and shall also maintain
comprehensive general liability insurance coverage in an amount reasonably satisfactory
to the Board during the term of its agreement with the Association.
The Association shall maintain separate comprehensive general liability and
Directors and Officers liability insurance coverages.
ARTICLE
XI: ARBITRATION AND HEARINGS
Section
1:
Purpose.
The Arbitration Committee shall have the right and responsibility to conduct binding
arbitration as well as Hearings to help resolve conflicts between Active, Honorary
and Associate Members, and members of the firms affiliated with said Members.
Section
2:
Hearings.
Members may make a request to the Arbitration Committee for an informal hearing
(“Hearing”) relative to any question or dispute.
The Arbitration Committee shall determine the form of the Hearing, and the
purpose of the Hearing shall be a one-time meeting to allow both parties to discuss
their side in any dispute without cost and without obligation, and to get input,
suggestions and advice that might help settle the dispute or any questions relative
to the dispute. The Chairperson of the Arbitration Committee shall determine which
members of the Arbitration Committee or Association shall be present during a Hearing.
All matters discussed at a Hearing shall be treated as confidential.
Section
3:
Binding Arbitration.
A.
Any Member involved in a dispute may request binding arbitration. A Hearing,
as defined in Section 2 of this Article XI, shall not be a prerequisite for binding
arbitration. A request for binding arbitration must be made in writing to
the Chairperson of the Arbitration Committee, be signed by the manager, partner
or duly-authorized agent of the company of the requesting party and must be agreed
to in writing by the manager, partner or duly-authorized agent of the other party
or parties.
B.
The Association may adopt and maintain a Binding Arbitration Manual with rules and
regulations for the implementation of binding arbitration. These rules shall
include, but not be limited to, the selection of either three (3) or five (5) arbitrators,
the arbitration procedure and the award and enforcement and costs of arbitration,
although the parties in dispute have the right to insist that a Member be disqualified
as an arbitrator if such Member was involved in a Hearing relating to the same dispute
or if such Member is affiliated with the same company as any party to the Arbitration.
The Binding Arbitration Manual, once adopted, may be revised only by a 2/3 vote
of the Board. In the event no Binding Arbitration Manual is adopted or in
force, implementation of binding arbitration shall be in accordance with the Commercial
Rules of the American Arbitration Association.
Section
4:
Conflicts.
The Association shall not hear grievances or arbitrate disputes between individuals
of the same firm or branch thereof, or between a firm and its former sales associates
as to matters originating during the period of employment.
Section
5:
Failure to Attend or Cooperate.
Failure to attend or cooperate as required in any binding arbitration or Hearing
is sufficient cause for disciplinary action as provided for in Article VIII of these
Bylaws.
Section
6:
Action of Arbitration Committee.
If, during the course of any binding arbitration or Hearing, the Arbitration Committee
determines that there may well have been breaches of these Bylaws or Standards of
Ethical Practice and Conduct sufficient, in its opinion, to warrant possible disciplinary
action, the Arbitration Committee shall have the right and responsibility to initiate
such action before the Ethics Committee.
ARTICLE
XII: AMENDMENTS
Section
1:
Voting on Amendments.
The Articles of Incorporation and/or these Bylaws may be amended as follows:
A.
Not less than two-thirds (2/3) of the full Board of Directors shall vote in favor
thereof, following which the amendment shall be approved by a majority vote of the
Members.
B.
Members must be advised in writing of the proposed changes not less than ten (10)
days or more than twenty-one (21) days in advance of the due date for submission
of written ballots or the date of the regular, special or annual meeting of the
Membership at which such action is to be taken.
Section
2:
Alternate
Procedure. The Articles of Incorporation and/or
these Bylaws may also be amended in the following manner:
A.
Amendments may be proposed by any Member in good standing through a written petition
signed by at least ten (10%) percent of the Members in good standing.
B.
Such proposed amendments shall be submitted to the Board of Directors for consideration
at its next regularly scheduled meeting. If approved by the Board of Directors,
the proposed amendments shall be submitted to the General Membership either by written
ballot or at a Membership meeting. A majority vote of the Members eligible
to vote shall be required for approval of the proposed
amendments.
Section
3:
Filing with Secretary of
State. Upon adoption of any amendment which is required
under the Act to be filed with the Secretary of State of Illinois, any documents
required to be filed by the Act relating to such amendment shall be so filed.
ARTICLE
XIII: NOTICE
All notices, transmissions,
requests and other notifications referred to herein or provided for hereunder may
be hand delivered or sent by U.S. mail, recognized overnight courier, facsimile
or electronic mail or other electronic transfer, or a combination of the foregoing,
so long as same is designed by the sender to reach all parties required to receive
such notification or request. Facsimile or electronic mail notifications or
requests shall be deemed to be in writing for the purposes of these Bylaws.
ARTICLE
XIV: INDEMNIFICATION AND INSURANCE
Section 1:
Indemnification.
The Association
shall indemnify, to the fullest extent permitted by the Act, provided that such
indemnification obligation is covered by insurance, any person who was or is a party,
or is threatened to be made a party to any action by reason of the fact that such
person is or was a director, officer, employee, agent or volunteer of the Association,
against expenses (including attorney’s fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred by him or her in connection with
such action. Expenses incurred in defending
any such action may be paid by the Association in advance of final disposition of
such action, as authorized by the Board of Directors, upon receipt of an undertaking
by or on behalf of the director, officer, employee, agent or volunteer to repay
such amount should it ultimately be determined that he or she is not entitled to
be indemnified hereunder.
Section 2:
Insurance. The Board of Directors may purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee,
agent or volunteer of the Association against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of his or
her status as such, whether or not the Association would have the power to indemnify
such person against such liability hereunder.
AMENDED AND
RESTATED BYLAWS OF
THE ASSOCIATION OF INDUSTRIAL
REAL ESTATE BROKERS
Adopted: October
12, 2010
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