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By-Laws of the Carolinas-West Virginia Association of the Building Owners and Managers, InternationalARTICLE
I SECTION 1.
NAME a) The name of this organization shall be the "Building
Owners and Managers Association of
THE SECTION 2.
PRINCIPAL PLACE OF BUSINESS a) The principal place of business of this organization
shall be the City of Charlotte, North Carolina, or such other place as the
directors may from time to time direct. The
Association shall be registered under all appropriate laws regarding nonprofit
organizations for this state. ARTICLE II SECTION 1.
PURPOSE a) The Association shall foster cooperation among all
who are interested in the management, development, leasing, and ownership of
real estate, particularly owners and managers of commercial office, corporate,
government, institutional, and medical buildings. b) The Association shall promote the professional and
educational growth of members and the industry through the Building Owners and
Managers Institute and other programs and shall facilitate the exchange of ideas
and management and ownership of commercial real estate. c) The Association shall work to improve the conditions
pertaining to the ownership, development, management, and operation of
commercial real estate in every proper way and in accordance with the foregoing
purposes and under the powers governing nonprofit organizations in the States of
North Carolina, South Carolina, and d) The Association Officers and management shall speak
for the members as a class in matters affecting ownership, development, and
leasing of commercial real estate and shall make representations in ways
permitted by law and regulation to the various offices of government and
policymakers on matters such as legislation, taxation, code making, insurance,
and other matters of public interest. e) The Association shall produce and maintain
appropriate research, briefs, reports, and studies relating to the interests of
members and the commercial real estate industry. SECTION 2.
LIMITATIONS AND RESTRICTIONS a) The foregoing provisions shall be construed both as
objects and powers. It is hereby expressly provided that the foregoing
enumeration of specific purposes shall not limit or restrict in any way any
purpose or power granted nonprofit organizations operating in these states by
statute or general law. ARTICLE III SECTION 1.
CLASSES OF MEMBERSHIP a) There shall be five (5) categories of membership to
include Principal, Additional, Allied, Life, and Honorary. “Membership,"
unless otherwise limited as defined herein, shall be deemed to include all five
(5) categories of membership. "Member"
and "Members" shall likewise, unless otherwise limited or defined
herein, be deemed to include a member or members of all five classes. SECTION 2.
APPLICATION, QUALIFICATION, RESIGNATION a) Application for membership shall be made on a form
prescribed by the directors and signed by the applicant and one current member
acting as sponsor. Membership is not
transferable or assignable. b) Applicants qualify for membership upon payment of
total annual dues and the recommendation of (1) a majority of the Board of
Directors or (2) two thirds of all
members voting at a regularly scheduled Association meeting. c) Before a determination of qualification shall be
made, the following characteristics shall be examined: adherence to generally
accepted commercial real estate standards of good development, construction,
appearance, management, operation, maintenance, and cleanliness; the principles
of this Association, and the principles of the Building Owners and Managers
Association International. d) A member shall cease to be a member upon delivery of
a written resignation to the directors. Under
no circumstances shall there be a refund of dues, unless otherwise agreed by the
Board of Directors. SECTION 3.
CENSURE, SUSPENSION, REINSTATEMENT a) Upon receipt of a written complaint, the Board of
Directors, by a two-thirds vote, may censure, suspend, or expel any member for
conduct deemed harmful to the Association. Before
any such action shall be taken, the member involved shall be entitled to appear
before the Board at a regularly scheduled meeting to answer the complaint.
The member against whom the complaint was filed shall be notified in
writing, at least thirty (30) days prior to any meeting at which the Board will
consider the complaint. The written
notice must include the nature and substance of the matter upon which the
complaint is based. b) A written notice of delinquency shall be delivered to
the last known address of members with unpaid dues over thirty (30) days old.
Thirty (30) days after mailing of said notice, expulsion shall then be
deemed complete. If any dues remain
unpaid, notwithstanding the requ c) Censured, suspended, or expelled members may appeal
the decision of the Board of Directors to the Association membership at a
regular Association meeting. Consent
by two thirds of the members present and voting shall be required to reverse the
action of the Board. This meeting
must be held at least thirty (30) days after the date on which the Board of
Directors renders its decision, and written notice of the appeal must be
provided to all members prior to such meeting. d) Members suspended solely on grounds of failure to pay
dues may be reinstated, at any time, on payment of all such outstanding dues and
any penalties assessed. The
directors, however, shall have the power to assess a penalty not greater than
the outstanding dues amount. e) At such point as a judgment of suspension or
expulsion is reversed by the membership, the member shall bring its Association
account into good standing within seven (7) days.
If the account is not brought current within that time, the suspension or
expulsion shall be reinstated. SECTION 4.
PRINCIPAL MEMBERSHIP a) A Principal Member shall be an individual, owning,
developing, managing, leasing, controlling, or otherwise involved with real
property as listed in Article II,
Section 1, Paragraph (a), located within the boundaries of the Association. SECTION 5.
ADDITIONAL REPRESENTATIVES a) An Additional Representative is the secondary
representative of a Principal or Allied Member and shall be so designated by the
Principal Member. An Additional
Representative shall not exist in the absence of a Principal Member. SECTION 6.
ALLIED MEMBERSHIP a) Allied Members shall be individuals or legal entities
who subscribe to the objectives of the Association as set out in Article II but
do not qualify for Principal Membership, as defined in Article III, Sections
4(a) and 4(b) of these bylaws. b) Allied Members shall participate in Association
activities and projects but shall not vote on matters that come before the
representatives of the Principal Members of the Association, nor may they hold
elective office within the Association. Allied
Members may hold appointive office within the Association. c) Allied members shall designate one of their number as
an Allied Member Representative to bring their interests and concerns directly
to the Board of Directors. This
Representative will sit on the Board of Directors ex-officio, but shall not vote
as a Director. SECTION 7.
LIFE MEMBERSHIP a) Life Membership shall be granted to Principal or
Additional Members who, by reason of ret b) Candidates for Life Membership must have held
membership in good standing in the Building Owners and Managers Association
International for twenty (20) years. Candidates
are nominated by a majority vote of members present at a regularly scheduled
Association meeting. c) Only Life Members of this Association may be proposed
by this Association for Life Membership at BOMA International SECTION 8.
HONORARY MEMBERSHIP a) Honorary Membership shall be granted to individuals
or legal entities that render distinguished service to the Association and the
purposes it espouses, provided such has been nominated by a majority of the
Board of Directors and approved by a majority of members voting at a regularly
scheduled Association meeting. Such members shall retain the rights of the
membership category at the time of election to Life Membership. ARTICLE
IV SECTION 1.
MEMBERSHIP DUES AND SERVICE FEES a) Membership dues and fees for Principal, Additional,
and Allied Members shall be set by the Board of Directors and approved by a
majority of members voting at the Association's Annual Meeting. b) Honorary and Life Members shall be charged no
membership dues, but may be asked to pay appropriate fees as determined by the
Board of Directors. SECTION 2.
PAYMENT OF DUES a) Dues shall be assessed on an annual basis, the fiscal
year beginning January 1 and concluding December 31, and shall be payable on or
before January 1 of each year. There
shall be no refunds of annual dues paid, except where ordered by the Board of
Directors. SECTION 3.
OTHER FEES AND CHARGES a) Members shall be assessed other membership service
charges, fees, or assessments as may be recommended by the Board of Directors
and approved by a majority of members voting at a regularly scheduled
Association meeting. ARTICLE V SECTION 1.
SERVICE AREA a) The geographical area of this Association for
purposes of membership services and federation with BOMA International shall be
the States of North Carolina, excepting those areas ceded to the Raleigh
Federation of BOMA International, b) The zip codes of this area are defined as all of c) The foregoing service area may be changed only after
notification of the BOMA International Board of Governors at least thirty (30)
days in advance of an official meeting of this Association and receipt of their
formal approval. d) The service area of this Association may be changed
on a written request of the Board of Directors as set forth in paragraph (V-1-a)
above. Notification must be made to BOMA International and to this Association
at least ninety (90) days in advance of an official meeting of the BOMA
International Board of Governors at which such request may be considered. ARTICLE VI SECTION 1.
MEETINGS, NOTICES, QUORUMS a) Spring and Fall (Annual) meetings of the general
membership shall be held on a regular basis in the format set forth in the
minutes at a time and place determined by the Board of Directors.
Board of Directors Meetings, which shall be open to the membership,
except for personnel and legal matters, may be held at the times and places set
by the directors. Local meetings may
be held at the convenience of the local organizations, but shall not be deemed
to be scheduled meetings of the Carolinas West Virginia Federation except by the
Board of Directors. b) All members shall be notified at least ten (10) days
in advance of all scheduled meetings, including Board of Directors Meetings, as
to their date, time, and location. A
written notice by e-mail, shall include
the date, time and place of the meeting, together with the agenda, noting any
extraordinary items. c) A quorum for all regular meetings shall consist of a
majority of members present, in the case of a called meeting, that number must
be no less than twenty-five percent (25%) of total voting membership after
appropriate notice has been issued to all members.
In the event twenty-five percent (25%) of total voting membership fails
to attend a second called meeting for the purposes set forth in a proper notice,
then a quorum for that meetings and for the purposes set forth in the notice of
a second called meeting, shall consist of a majority of members present. d) No Association business requiring membership voting
shall be construed as officially conducted without such notice.
However, such business may be regarded as official and not subject to
being challenged from a period commencing three (3) months after such business
was conducted. A challenge shall
consist of written correspondence to the BAE at the official address of the
organization to the attention of the President and Board of Directors. Such
challenge shall include the specifics of the challenge and shall render such
action null until a meeting following the notice and quorum criteria above can
be held. With the sole exception of
changes to the by-laws, such notice and mailing may occur by electronic mail to
the address provided by the member to the association.
A copy of such electronic mail, together with the addresses to which it
was sent shall be retained and become a part of the minutes of any meeting.
In the event any electronic mail is refused, a single attempt will be
made to resend the notice. SECTION 2.
AGENDA OF ANNUAL MEETINGS a) The agenda of the Association's Annual Meeting shall
be set by the Board of Directors and include a call to order, President's
report, Secretary-Treasurer’s financial report, special reports, unfinished
business from previous meetings, new business and nominations and elections
where appropriate. SECTION 3.
SPECIAL MEETINGS a) Special meetings may be called at any time by the
President or at the written request of three (3) members of the Board of
Directors or twenty percent (20%) of voting members of the Association.
Such meetings may act only on the stated purpose set forth in the notice
of meeting. SECTION 4.
VOTING PRIVILEGES, PROXIES a) Principal Members shall be entitled to cast one vote
only. Such vote shall be cast by the
Principal Member, or in his or her absence, the Additional Representative.
Proxies are not allowed at any meeting of the Association, its
committees, or boards. b) Voting shall be on the basis of one vote per
Principal Member or by an additional member, designated in writing by the
principal member. c) Matters that are reserved exclusively to the
Principal Members shall be determined by majority vote of the Board of Directors
or a 2/3 (two-thirds) vote of all members, subject, however, to the provisions
of Sections 1-3. SECTION 5.
BYLAWS AMENDMENTS a) Amendments to the bylaws of this Association may be
proposed by the Board of Directors or any five (5) members.
Such proposals shall be submitted in writing to the full membership at
least thirty (30) days in advance of a regular or special meeting of the
membership. Such notification shall
consist of the full text of such amendment and the full text of any Section it
replaces or modifies, with a full and complete explanation of the intent and
effect of such change. b) Proposed and duly submitted bylaws amendments shall
be incorporated into these bylaws by a 2/3 (two-thirds) vote of Principal
Members present at a regular meeting, or in the case of a special meeting of
the Association, provided that such vote represents at least fifty percent (50%)
of all Principal Members. ARTICLE VII SECTION 1.
ASSOCIATION MANAGEMENT, BOARD OF DIRECTORS a) The management of the Association shall be vested in
a Board of Directors consisting of a President, a President elect,
Secretary-Treasurer, the immediate past President, five (5) at-large directors,
the City Executives (as voting members), ex offico,
and/or their appointee, duly elected by their respective organizations as
established by the Board of Directors, plus such ex-officio members as may be
determined by a majority vote of the Board.
Directors shall be Principal or Additional Members, duly nominated and
elected at the Annual Meeting. b) The Board of Directors is the governing body of the
Association, responsible for the successful conduct of the Association's
affairs. While it may delegate
powers and responsibilities, authority for all official actions not specifically
excluded or directed by these laws shall reside c) The Board of Directors shall establish policies,
initiate activities, enter into contracts, and make recommendations to the
membership, as it may deem proper to advance the interests and the objects of
this Association. d) The Board of Directors shall consider and take action
upon all matters referred to it, reporting such action promptly to all members. e) The Board of Directors shall have authority to
provide suitable offices, engage employees, and fix compensation for such
employees if and when, at the discretion of the Board, there is occasion to do
so. f) The Board of Directors may obtain and purchase a
sufficient amount of bond for the secretary-Treasurer and other officers or
employees of the Association who shall be deemed to have financial authority
within the Association. All costs
shall be paid by the Association. SECTION 2.
ELECTION OF OFFICERS, TERMS, VACANCIES a) Officers shall be elected by a majority of current
members voting at the Association's Annual Meeting, which shall be held in the
last quarter of each year. b) The President and President-Elect shall serve a one
- (1) year term, which shall run from January 1st
to December 31 of the next year, and
may be reelected for one (1) additional term.
The secretary-Treasurer shall serve a one - (1) year term. All officers
shall serve until a duly elected successor has been elected and installed. In
the event a duly elected officer or director shall become ineligible to the
office elected, under these by-laws due to a status change caused by an
employment change, the board of directors may waive said requirements, allowing
the elected office and term to be served for the normal term of said office. c) Vacancies in any office may be filled for the balance
of the term by an appointment by majority vote of the Board of Directors at any
regularly scheduled meeting, and such appointment shall be ratified by a
majority vote of all members present at the next regular Association meeting
held. Such appointment, if for more
than six (6) months,
shall be deemed one (1) year for the purposes of reelection to the same office. SECTION 3.
DUTIES OF THE PRESIDENT a) The President shall be the Association's chief
elected officer and, subject to any specific direction of the Board of
Directors, shall, in consultation with the President-Elect and
Secretary-Treasurer, exercise general control and management of the Association. b) The President shall preside or designate a member to
preside at all meetings of the Association, serve as Chairman of the Board of
Directors, and serve as an ex-officio member of all committees. c) The President shall appoint all committee members and
committee chairmen, subject to the approval of the Board of Directors. d) Subject to the approval of the Board of Directors,
the President shall approve all orders on the treasury for accounts,
obligations, and debts against the Association, and shall approve the adoption
of an Annual Budget. e) The President shall submit to the members at the
Annual Meeting a true, full, and detailed written report of work accomplished
and results achieved during the preceding twelve (12) months, reporting all
matters that are of interest to the Association. SECTION 4.
DUTIES OF THE PRESIDENT-ELECT a) The President-Elect shall have primary direction of,
and responsibility for, membership growth and retention of the Association, and
shall sit as Chairman of the Membership Committee. b) The President-Elect shall perform such duties as the
President of the Board of Directors may designate, and in the absence or
inability of the President to serve, shall perform the duties of the President. SECTION 5.
DUTIES OF THE SECRETARY-TREASURER a) The secretary-Treasurer shall be the custodian of all
funds belonging to the Association, insuring that all monies and other valuable
effects are deposited in the name of and to the credit of the Association in
such depositories as may be designed by the Board of Directors and keep a full,
accurate, and current accounting of all funds belonging to the Association. b) The secretary-Treasurer shall make only such
disbursements for which funds have been appropriated by the Board of Directors
in its budget or by special action, or by order of the President acting with
their authority. Vouchers will be
received for all disbursements. c) The secretary-Treasurer shall issue, or cause to be
issued, meeting notices in accordance with the bylaws of the Association,
attending, and keeping precise records of all such meetings. d) The secretary-Treasurer shall have custody of the
corporate seal, current approved bylaws, and minutes of all meetings of the
Association. e) All disbursements, official instruments, and
contracts shall be made and co-signed by the President and the
secretary-Treasurer. The Board of
Directors may authorize alternative signatures for use in the absence of or in
lieu of either or both. f) The secretary-Treasurer shall, upon the election of a
successor, forward all books, ledgers, and records of property of the
Association to the Board of Directors for delivery to that successor and shall
certify and warrant in writing that such material is accurate and reflective of
all Association finances and delivered in a condition suitable to the proper
fulfillment of the Association's purposes. In
the absence of a duly qualified and elected successor, the President shall
receive such material until a successor is chosen. g) The secretary-Treasurer shall keep financial records
in a manner acceptable to the Board of Directors and sufficient to protect the
assets of the association and meet the requ h) The secretary-Treasurer shall make all Association
books and records available for inspection by any member during normal business
hours, provided notice of intention to inspect is given in writing by the member
intending to inspect no fewer than seven (7) days in advance. i) The secretary-Treasurer may assign duties to
Association employees as needed with the approval of the Board of Directors, but
shall retain all rights and responsibilities set forth above and in law. SECTION 6.
COMMITTEES a) There shall be nine (9) standing committees,
including Communications, Market Conditions, Education, Finance and Planning,
Government Affairs, Membership, Nominations, By-Laws, and Program.
Members and chairpersons meeting any criteria set forth herein, shall be
appointed by the President with the approval of the Board of Directors. The
President may appoint, with the approval of the Board of Directors, task forces
to address specific questions or complete specific programs. b) Committees shall exercise those powers delegated to
them by the Board of Directors and others as set forth herein.
Each shall conform to any regulations, restrictions, or charges imposed
by the President or the Board of Directors.
Each shall meet and adjourn as members direct.
Questions arising at meetings shall be determined by a majority vote of
members present and voting. In cases
of an equality of votes, the committee or task force chairperson shall have a
second or deciding vote. c) The Communications Committee shall act as the public
information resource for dissemination of information developed by the
Association, BOMA International or affiliated organizations.
It shall also be charged with enhancing the public image, prestige, and
influence of the Association in civic and business affairs and publicizing the
purposes, programs, and activities of the Association to members, the commercial
real estate industry, and the general public. d) The Market Conditions Committee shall prepare
reports, briefs, and studies as set forth in Article II, Section 1, paragraph
(e), encourage the collection of data for the Experience Exchange Report, Salary
Surveys, and the Occupancy Survey, and shall develop new sources of information
for appropriate reports and action. e) The Education Committee shall enhance the level of
professional knowledge available to members, sponsor informative programs on new
and relevant information or topics of interest, and shall actively work to
facilitate and encourage participation in the programs of the Building Owners
and Managers Institute. f) The Finance and Planning Committee shall audit
Association accounts annually; advise on the formulation of the yearly
Association budget, dues assessments, and financial matters; and develop plans
for the long-range growth and development of the Association. g) The Government Affairs Committee shall work to
improve conditions relative to the ownership and management of commercial real
property and the community, particularly where they may relate to municipal,
state, and federal legislative, code, judicial, and regulatory actions.
They shall endeavor to keep the membership informed of activity on the
above and federal levels. h) The Membership Committee shall be chaired by the
President-Elect; shall identify, interest, and nominate individuals for
membership in the Association through a coordinated program of activities;
and shall have as its purpose the increase of membership and retention of
existing members in conformance with acceptance standards thereof. i) The Nominations committee shall consist of primary,
or additional members who have been in the organization not less than 3 years
and who have served as committee members or officers in the Carolinas-West
Virginia Federation and shall be chaired by the immediate past president of the
association. They shall select and
verify the qualification of candidates for officers and directors and report
their names to all members in writing at least thirty (30) days prior to the
Annual Meeting or the meeting at which elections are to be held. They shall
develop and maintain standards, qualifications, and job descriptions suitable to
the Board of Directors for all elected positions. Nothing herein contained shall
prevent any member from nominating or voting for any eligible member for any
office in the Association, through means specified within these bylaws. j) The Program Committee shall work with the officers,
directors, and committees to develop a series of programs of interest to
Association members and the commercial real estate industry. k) The By-Laws committee shall be charged with
continuous review of the By-Laws of the association, ensuring that the By-Laws
conform to the wishes of the membership and Board of Directors and facilitate
the operation thereof. ARTICLE VIII SECTION 1.
SERVICES, LIABILITY, DISSOLUTION a) The consideration for services rendered the
Association by any and all members shall be the benefit derived from membership
in the Association. No compensation
shall be paid for any such service except by special arrangement authorized by
the Board of Directors. b) With the exception of payment of dues as provided in
these bylaws, no member shall, by reason of membership in the Association be
liable in any matter pertaining to or growing out of membership in the
Association. c) The Association shall use its funds only to
accomplish the objectives and purposes specified in these bylaws, and no part of
such funds shall inure or be distributed to the members of the Association.
On dissolution of the Association, any funds remaining shall be
distributed to one more regularly organized and legally qualified charitable,
educational, scientific, or philanthropic organizations selected by the Board of
Directors and the Membership. ARTICLE IX SECTION 1. PARLIAMENTARY
AUTHORITY a) Robert's Rules of Order, Newly Revised, shall be the
authority governing association meetings when not in conflict with these bylaws
or amendments. SECTION 2.
RATIFICATION a) These bylaws shall become effective from the date of
adoption by the Association at a duly called meeting of members.
Adoption shall revoke and annul any constitution or bylaws heretofore
adopted. Ratified this the 23rd day of October, 2004
at the annual meeting held in ____________________________, President And Chairman of
the Board of Directors Robert N. Speice, Jr. ____________________, Secretary-Treasurer Donnie Robinson
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