BY LAWS OF
FLORIDA ASSOCIATION OF REAL ESTATE APPRAISERS, INC
(DBA) (FAREA)
ARTICLE I
Section 1: Name and Office
The Corporation shall be “Florida Association of Real Estate Appraisers”. The Corporation may also use the acronym “FAREA” and is referred to herein as FAREA or the Association.
Section 2: Offices and Regions
The principal offices of the corporation are located in Tallahassee, Leon County, Florida. The corporation also may have an office or offices at such other place or places as the Board of Directors may from time to time designate or the business of the corporation may require.
Geographic regions for the purpose of electing Regional Representatives shall be established throughout the state by the Board of Directors. These geographic regions shall be established and may be altered by an affirmative vote of two-thirds (2/3) of the members of the Board of Directors present at a duly called meeting.
ARTICLE II:
Section 1: Annual Meeting
The annual meeting of this corporation shall be held no later than ninety (90) days following the close of the fiscal year on such date and at such place as set by the Executive Committee. Notice of the time and place of the meeting shall be provided in a manner authorized by Florida law and shall be sent at least thirty (30) days before the meeting.
ARTICLE III:
Section 1: Membership
Eligible for General Membership in FAREA are any of the following issued within the state of Florida:
A. Certified General Appraiser
B. Certified Residential Appraiser
C. Licensed Residential Appraiser
D. Registered Trainee Appraiser
Section 2: Sponsor Membership:
Eligible for Sponsor Membership in FAREA is any person, firm, or organization other than a person eligible for membership. Those entities may apply to the Board of Directors for admissions as a sponsor member. The Board shall establish criteria and procedures for admission of sponsor members, and the benefits and privileges of sponsor members. Sponsor members shall not have voting rights on any matters.
Section 3: Discrimination
No individual, organization nor chapter of any organization shall be denied
membership in FAREA on the basis of race, color, sex, age, national or ethnic origin or religion, nor shall any member of the Corporation be discriminated against on any such basis.
ARTICLE IV:
Section 1: Membership Dues
The annual dues for General Members are to be no more than $100 per year.
The membership dues for Sponsorship members are as follows:
A. Bronze Sponsorship…………………………… $1,000, or more
C. Silver Sponsorship…………………………$2,500, or more
D. Gold Sponsorship……………………………$5,000, or more
Annual dues are due by March 15th of each year. The Board of Directors will determine when the dues become past due, delinquent and when membership and voting privileges will be suspended. In the initial year, all dues paid will be considered as voluntary membership.
ARTICLE V:
Section 1. Board of Directors
The Board of Directors shall establish the policies of this
corporation. With the exception of the founding Board of Directors set forth in the Articles of Incorporation, The Board of Directors of this corporation shall consist of its officers, the immediate past president of this corporation, a member-at-large and initially with three (3) regional representatives. The board of directors can increase as the board establishes additional geographic regions within the state.
Section 2. Election of Officers:
Except as otherwise provided for in the Articles of Incorporation and the Bylaws, The election of Officers shall be held at a general meeting of the Membership in November of every year (except for the first year). These Officers will include a President, a Vice-President, a Secretary, a Treasurer, and a Member(s)-At-Large.
Each Officer shall serve a term of one year. After the election of the first Board of Directors, the term of Officers for each subsequent year shall begin with the certification of the election results by the outgoing Board of Directors subsequent to the election, but not longer than 30 days after the election is held. No Officer shall serve more than two consecutive terms in any individual office. The same person may not serve as President and Treasurer simultaneously.
The officers, regional representatives, and members-at-large shall assume their respective offices on the first day of the fiscal year following their election and shall hold office for one year and until the election of their respective successors. Except as otherwise provided for in the Articles of Incorporation and the Bylaws, the Board of Directors shall elect members to fill any vacancy occurring among the officers or on the Board of Directors of this corporation.
Section 3. Regular Meetings:
Regular meetings of the Board of Directors may be called at any
time by the President. The Board of Directors shall meet not less than twice each year.
Section 4. Geographic Regions:
The Board of Directors will establish geographic regions within the state. A Regional Representative shall be chosen by chapters to represent each geographic region established within the state on the Board of Directors. The Regional Representatives shall encourage regional cooperation and coordinate the affairs of the chapters within the region. They shall assist the chapters in attaining their goals and encourage members to become more active in this corporation.
Section 5. Quorum:
For the transaction of any business by the Board of Directors at least fifty percent (50%) of the members of said Board must be present to constitute a quorum.
ARTICLE VI.
Section 1. Eligibility:
A General Member of the Organization is eligible to serve on the Board of Directors if he or she is a member in good standing. Good standing as it pertains to membership in FAREA will be established by the Board of Directors.
Section 2. Removal:
An elected member of the Board or Directors who fails to fulfill the duties of his or her position or who fails to attend three (3) consecutive Board meetings may be removed by a 51% vote of the Board of Directors.
An elected member of the Board of Directors shall be automatically removed if he or she ceases to be a member of the Organization in good standing.
Section 3. Vacancies:
If a vacancy occurs among the elected members of the Board of Directors, the Board, by a majority vote, shall fill the vacancy. The member elected in this manner shall serve until the remainder of the unexpired term is filled by election.
Section 4. Action without a Meeting:
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors consent in writing to that action. A member of the Board may provide such written consent in electronic form. An action by written consent shall have the same force and effect as any other validly approved action of the Board of Directors. The written consent(s) shall be filed with the minutes of the meetings of the Board of Directors.
Section 5. Resignations:
Resignations of any Board members shall be made in writing to the President.
ARTICLE VII.
Section 1. Compensation of Officers, Members, Contractors and Executive Director:
The Officers and Members shall not receive any salary or other compensation for their service as Officers or Members. However, the Board of Directors may determine to reimburse the Officers or Members for out-of-pocket expenses, travel expenses, meals and lodging incurred in the performance of their duties on behalf of the Organization. The Board of Directors shall have the right to set compensation for all contractors, or an Executive Director as an annual budgetary item.
ARTICLE VIII.
Section 1. Duties of Officers
The Board of Directors shall, without prejudice to general powers established by law, have the following power:
1. To make and change regulations not inconsistent with these Bylaws for
the management of the Organization’s business and affairs.
2. To remove any member of the Board of Directors (Officers) for cause.
Cause is hereby defined to include acts of dishonesty, knowing
violations of the corporation policy, and violation of applicable laws,
rules and/or regulations regarding professional demeanor or ethics.
3. To establish policies and procedures or the Corporation.
The duties of the Officers of the Organization shall be as follows:
Section 2. President:
The President shall be the Chief Officer of the Organization.
When present, he/she shall preside at all meetings of the Board of
Directors and shall as act as Chairman of those meetings. The President
shall have the power to call regular or special meetings of the Board of
Directors. The President, with the approval of the Board, shall have the
power to make and sign contracts and agreements in the name of and
behalf of the Corporation and shall have the general control and
management of the business and affairs of the Corporation which
includes establishing an Advisory Sub-Committee to assist the President.
The President shall see that the books, records, statements, reports and
certificates required by the statute under which the Corporation is
organized, or any other laws applicable hereto, are property kept, made
and filed accordingly to law, and shall generally do and perform all acts
incident to the office of President, which are authorized or required by
law.
Section 3. Vice President:
The Vice President shall be vested with all of the powers and shall perform all of the duties of the President in the absence or disability of the latter, unless and until the Board of Directors of the
Corporation shall determine otherwise. The Vice President shall have such
other powers and perform such other duties as may be prescribed by the
Board of Directors of the Corporation.
Section 4. Secretary:
The Secretary shall, at the direction of the President, give or
cause to be given notice of all meetings of members of the Organization,
and all such other notices required by law or by these Bylaws. The
Secretary shall record all of the proceedings of the meetings or the Board
of Directors and General Members and shall perform such other duties as
may be assigned to the Secretary by the Board.
Section 5. Treasurer:
The Treasurer shall have the custody of all funds, securities,
evidences of indebtedness and other valuable documents of the
Organization. The Treasurer shall receive and give or cause to be given
receipts and documentation for money in accounts of the Organization
and shall enter full and accurate accounts of all monies received by or
paid out on behalf of the Organization, or when required or requested by
the President or the Board of Directors, shall render a statement of cash
accounts, and shall keep or cause to be kept such other books as will
show a true record of the expenses, losses, gains, assets, and liabilities of
the Organization. The Treasurer shall serve as the Chair of the Finance
Committee.
Section 6. Member(s)-At-Large:
The Member(s)-At-Large shall have the responsibility of attending Board of Directors’ meetings and representing the general members.
ARTICLE IX.
Section 1. Standing Committees
The Organization shall have four standing committees. These shall be the Membership Committee, the Finance Committee, the Government Relations Committee, and Bylaws
Section 2. Eligibility:
Any General Member is good standing may serve on any of the
standing committees.
Section 3. Removal:
A general member who fails to fulfill their duties on a Committee
may be removed by a 51% vote of the Board of Directors. Board members
automatically will be removed if they cease to be a General Member of the
Organization in good standing.
Section 4. Vacancy:
In the event that a vacancy occurs on a Standing Committee, the
President shall appoint a replacement who shall serve the remainder of the
term, subject to approval by the Board of Directors.
Section 5. Membership Committee:
The Membership Committee shall consist of a Chair and a minimum of one
(1) other member who shall be appointed by the President with the approval
of the Board of Directors. The Chair shall be appointed to serve a one-year
term and can serve no more than two consecutive terms as Chair. The other
members shall be appointed to serve two-year terms.
The Membership Committee shall develop, implement, and oversee the
Organization’s recruitment, development and retention program.
Section 6. Finance Committee:
The Finance Committee shall consist of the Treasurer of the Organization and at least two (2) other members. The Treasurer shall be the Chair of the
Finance Committee. The other members shall be appointed by the President with the approval of the Board of Directors and shall not be eligible to serve more than two consecutive terms.
The Finance Committee shall prepare a proposed budget for the
succeeding operating year and shall deliver in writing its recommendations
concerning proposed changes in the Organization’s budget for the current
year to the Board of Directors for approval.
The Finance Committee must periodically review the general financial
condition of the Organization and submit reports concerning such condition
to the Board of Directors.
Section 7. Government Relations Committee:
The Government Relations Committee shall consist of a Chair and a minimum of one (1) other member who shall be appointed by the President with the approval of the Board of Directors.
The Chair shall be appointed to a one year term. The other members shall be appointed to serve two-year terms.
The Chair and other members shall be eligible to serve consecutive terms.
The duties of the Government Relations Committee shall be to promote the
Organization’s purpose regarding legislation and regulations, which are of
interest and importance to appraisers.
Section 8. Bylaws Committee:
The Bylaws Committee shall consist of a Chair and a minimum of one (1)
other member who shall be appointed by the President with the approval of
the Board of Directors. The Chair shall be appointed to a one-year term. The other members shall be appointed to serve two-year terms. The Chair and other members shall be eligible to serve consecutive terms.
The duties of the Bylaws Committee shall originally be the creation of the
Bylaws for the Organization. Subsequently, the duty shall be the update of
the Bylaws as deemed necessary by the Board of Directors.
Section 9. Amendment of Bylaws:
The powers to alter, amend, or repeal the Bylaws or adopt new Bylaws is vested in the Board of Directors after review and
approval by the voting membership of the Organization. The voting
membership of the Organization shall be the General Members, each of
which shall have one vote. Such vote to amend the Bylaws shall require a
simple majority of at least 51% of the members present at that meeting.