Chapter Bylaws Western New York Chapter

BY-LAWS

of the

Western New York Chapter

of The New York State Commercial Association of REALTORS®, Inc.

PREAMBLE

“Under all is the land”, and from it come the basic elements of our existence: food,

clothing, and shelter. It is incumbent upon us, as REALTORS®, to provide informed

professional service to the community, to help in making decisions which affect this most

important asset. In order to foster and develop a more knowledgeable membership in the area of

commercial and investment property, the New York State Commercial Association of

REALTORS® hereby establishes the Western New York Chapter of NYSCAR. The chapter is

to be governed by the following By-Laws, subject to and in compliance with the Constitution

and By-Laws of the New York State Commercial Association of REALTORS®, Inc., the New

York State Association of Realtors and the National Association of Realtors, as same may be

from time to time amended.

 

ARTICLE I - NAME

The name of this organization shall be the Western New York Chapter of The

New York State Commercial Association of REALTORS®, Inc.

 

ARTICLE II - JURISDICTION

Section 1:

The jurisdiction of the Western New York Chapter of NYSCAR is the geographic

area of Erie, Niagara, Orleans, Genesee, Wyoming, Allegany, Cattaraugus, &

Chautauqua counties.

Section 2:

The Chapter shall operate as a voluntary and nonprofit organization.

 

ARTICLE III - OBJECTIVES

The objectives of this Chapter shall be:

A. To foster and develop a knowledgeable membership in the marketing of

commercial, industrial and investment property through educational programs.

B. To encourage and facilitate cooperation among brokers engaged in marketing

commercial, industrial and investment real estate as a service to the public.

C. To foster sound, prudent and ethical practices as they relate to marketing

commercial, industrial and investment real estate by encouraging and

promoting adherence to the National Association of REALTORS® Code of

Ethics and Standards of Professional Practice by our members.

D. To promote sound public policy supportive of the real estate industry.

E. To defend rights of real property ownership.

 

ARTICLE IV - MEMBERSHIP

There shall be four classes of Members as follows:

A. REALTOR® Membership (herein after called REALTOR® Members) in the

Chapter is open to any licensed real estate broker, salesperson or appraiser, who

holds membership, and remains in good standing, in the New York State

Commercial Association of REALTORS® , the New York State Association of

REALTORS®, Inc. and National Association of REALTORS®.

B. Institute Affiliate Membership in the Chapter is open to any individual who

holds Institute Affiliate Membership in NYSCAR, the New York State Association

of REALTORS® and the National Association of REALTORS®. They shall not be

eligible to vote or hold elective office in the Chapter.

C. Associate Members shall be other individuals or firms who, while not engaged in

the real estate profession as defined in paragraphs (A) or (B) of this section, have

interests requiring information concerning Commercial and Investment real estate,

and are in sympathy with the objectives of the Chapter. They shall not be eligible to

vote or to hold elective office in the Chapter, except that Associate Members shall be

eligible to vote for or hold the elective office of Associate Board Member

D. Honorary Members shall be individuals not engaged in the real estate profession

who have performed notable service for the real estate profession, for this Chapter,

or for the public. They shall not be eligible to vote or hold elective office in the

Chapter.

 

ARTICLE V - MEMBERSHIP QUALIFICATION

In order to become a Member of the Chapter, an applicant must comply with the

Article V of the By Laws of the New York State Commercial Association of REALTORS® and

pay all required dues.

 

ARTICLE VI - DUES

Section 1: Applicants shall pay NYSCAR dues upon application for membership. Existing

members shall pay NYSCAR dues annually upon invoice. The term “NYSCAR

dues” shall, for purposes of this section, include but not be limited to Chapter Dues.

Any proration of dues shall be in accordance with NYSCAR By laws and policy.

Any member whose dues are unpaid as of February 1st, shall have all services

suspended until such dues are paid. Any member whose dues remain unpaid as of

March 1st, shall be dropped from membership without any action of the Board of

Governors of NYSCAR or the Board of Directors of the WNY Chapter. Former

members may only be readmitted to membership after filing a new membership

application and paying dues that were in arrears plus any current year’s dues.

Section 2:  The annual chapter dues shall be established by the Board of Directors on or before

their September meeting.

 

ARTICLE VII - BOARD OF DIRECTORS

Section 1:  The management of the Chapter shall be vested in the Board of Directors, acting by

majority vote except as otherwise provided in these by-laws. The President shall

vote only to make or break a tie vote.

Section 2:  The Board of Directors shall consist of the President, the most recent Past President

who is willing and able to serve, six (6) REALTOR® Directors, two (2) Associate

Directors, all elected in accordance with Article X of these By-Laws, and the

Treasurer of the New York State Commercial Association of REALTORS® who

will serve as the Treasurer for the chapter

Section 3:

A. REALTOR® Directors- REALTOR® Directors shall be REALTOR® members

of the Chapter in good standing at the time of their appointment or election, and must

remain in good standing throughout their term. REALTOR® Directors shall serve

for three (3) year terms, or until their successors are designated and qualified.

B. Associate Directors- Associate Directors shall be Associate Members of the

Chapter in good standing at the time of their appointment or election, and must

remain in good standing throughout their term. Associate Directors shall have the

right to receive all notices of Board of Directors Meetings but shall not have the right

to vote. Failure to notify an Associate Director of a Board of Directors meeting shall

not invalidate any action taken at such meeting. Associate Directors shall serve for

two (2) year terms, or until their successors are designated and qualified.

Section 4:

A. Regular Meetings. The Board of Directors shall meet at times and places

established by the Chapter's Board of Directors.

B. Special Meetings: The President may, or upon written or electronic request of

five (5) other members of the Board of Directors shall, call a Special Meeting of the

Board of Directors at any time and place. Such meeting may take place by

conference call. Notice of such meeting shall be sent to the members of the Board of

Directors no less than five (5) business days prior to the date of such meeting. The

purpose of the meeting shall be outlined in the notice.

If an issue arises requiring immediate action of the Board of Directors, such that the

notice provided for in the prior paragraph would prevent the Board from acting in a

timely manner, the President may call an Emergency Special Meeting of the Board

of Directors by telephone notice to all members of the Board of Directors no less

than 24 hours prior to the meeting.

Section 5:  Quorum. For Regular and Special Meetings, other than Conference Phone Call

Meetings, a simple majority of the Board of Directors shall constitute a quorum. For

a Conference Call Meeting sixty percent (60%) of the Board of Directors shall

constitute a quorum.

Section 6:

Attendance: Three (3) unexcused absences per year from the regular monthly

meetings of the Board of Directors, or a failure of a member of the Board of

Directors to attend a minimum of six (6) regular meetings during the fiscal year

shall constitute a resignation, unless the absentee shall submit a reason for such

absences which shall be acceptable to the Board of Directors.

Section 7:

All newly elected Officers and Directors shall take office on January 1st of the year

following their election.

 

ARTICLE VIII - OFFICERS

Section 1: Day to day responsibility for Chapter operations shall be the responsibility of the

Officers.

Section 2: The officers of the Chapter shall be the President, the Vice President, the Treasurer

of NYSCAR, the Controller and the Secretary. In case of a vacancy in any office

other than the President, such vacancy shall be filled, for the unexpired term, by

majority vote of the Board of Directors. In the case of a vacancy in the office of

President, the Vice President shall fill the unexpired term of the President. The

President, if elected while serving as a member of the Board of Directors, shall

vacate his/her position as a Director to serve as President. The vacancy caused by

such election shall be filled according to Article X, Section 7, of these By-Laws.

Section 3:  Each year, the Board of Directors shall elect, to a one (1) year term, a Vice President,

Secretary and Controller from amongst the duly elected members of the Board of

Directors. The Vice President, Secretary and Controller, when elected to office,

shall not vacate their positions as directors.

Section 4:  The President of the Chapter shall, by virtue of the office, become a member of the

Board of Governors of the New York State Commercial Association of

REALTORS®, Inc.

Section 5:  The Treasurer of the New York State Commercial Association of REALTORS®,

Inc. shall be the Treasurer of the Chapter. The Controller shall assist the Treasurer

of NYSCAR in his/her duties pertaining to the Chapter. Funds of the chapter shall

be deposited in the treasury of the Chapter by the Controller and shall be segregated

for the use of the Chapter. The Controller shall make due accounting to the Board of

Directors and the Treasurer of the Chapter monthly.

 

ARTICLE IX - NOMINATING COMMITTEE

Section 1:  The Nominating Committee shall consist of at least three (3) Realtor members, at

least one of whom shall be a member of the Board of Directors, and one Associate

member who shall serve in an advisory capacity. The members of the Committee

shall be appointed by the President. The President shall appoint a Chairman of the

committee who shall be a Realtor member of the Board of Directors. The

Nominating Committee shall be appointed no later than the September meeting each

year.

Section 2:  President: It shall be the duty of the Nominating Committee to nominate a candidate

or candidates for the office of President of the Chapter.

Section 3:  Board of Directors: It shall be the duty of the Nominating Committee to nominate a

candidate or candidates for each position to be filled in the subsequent election of

Directors for the Chapter.

Section 4: Associate Directors: It shall be the duty of the Nominating Committee to nominate a

candidate or candidates for Associate Director in the subsequent election.

Section 5: The Chairperson of the Nominating Committee shall call a meeting or meetings at

the Chairperson's discretion for the purpose of determining candidates.

Section 6: A report of the Committee shall be made at the General Meeting in November prior

to any election. Notice of said nominations together with ballots shall be mailed

either electronically (email) or by first class mail or both to each member of the

Chapter at least ten (10) calendar days in advance of the annual meeting, at which

time such elections will be held. Members may submit absentee ballots.

Section 7: Additional nominations may be made from the floor at the annual meeting.

Section 8: The report of the Nominating Committee and any additional nominations shall be

read at the annual meeting before the ballots are cast, for the information of the

members.

 

ARTICLE X - ELECTION OF PRESIDENT & BOARD OF DIRECTORS

Section 1:  The annual election of the President and the elected REALTOR® and Associate

Directors of the Board of Directors shall take place at the Annual Meeting of the

Chapter.

Section 2:  Every "REALTOR® Member," as defined in Article IV, Section lA, who is a

member in good standing shall be entitled to one (1) vote for President and one vote

for each Realtor Director . Associate members shall not vote for Realtor Directors.

Each Associate member shall be entitled to one (1) vote for each Associate Director.

Realtor members shall not vote for Associate Directors.

The election shall be by secret written ballot if more than one (1) person has been

nominated for any vacancy in the Board of Directors.

Section 3:  The President shall appoint three (3) tellers who shall make a tabulation of the

ballots and report to the membership the results of the votes cast. The new President

shall be elected by majority vote of the Individual Members present at the annual

meeting. The members receiving the highest number of votes for the positions

available on the Board of Directors shall be declared elected. The tellers will so

certify in writing the results of the election to the Secretary of the Chapter,

submitting the number of ballots cast for each nominee.

Section 4:  Notwithstanding the aforementioned, in the first election of the REALTOR® Board

of Directors, the two (2) candidates receiving the highest and second highest number

of votes shall be elected to a term of three (3) years. The two (2) candidates

receiving the third and fourth highest number of votes shall be elected to a term of

two (2) years. The two (2) candidates receiving the fifth and sixth highest number of

votes shall be elected to a term of one (1) year.

Section 5:  Notwithstanding the aforementioned, in the first election of the Associate Board of

Directors, the candidate receiving the highest number of votes shall be elected to a

term of two (2) years. The candidate receiving the second highest number of votes

shall be elected to a term of one (1) year.

Section 6:  In the event of a tie for any elective position, a second or subsequent ballot shall be

held until one candidate receives a plurality of the votes of the members entitled to

vote for the position in question. Such additional ballots shall be held at the Annual

Meeting. Absentee Ballots shall not be counted in such second or subsequent

balloting.

Section 7:  Upon the close of voting, the Election Tellers shall rank the candidates by the largest

number of votes received. This shall be maintained as a permanent record by the

Secretary for the purpose of filling a future vacancy on the Board of Directors.

Should a vacancy in the Board of Directors need to be filled, the Secretary shall

certify to the Board of Directors the candidate who received the next highest number

of votes in the last election, who is still a member in good standing, and who is

willing and able to serve as Director. That candidate shall fill the unexpired term of

the vacating Director. Should there be no candidates remaining from the last

election, then the Board of Directors shall elect by majority vote a member to fill the

unexpired term.

 

ARTICLE XI - FISCAL AND ELECTIVE YEARS

 The fiscal year and elective year of the Western New York Chapter of the New York

State Commercial Association of REALTORS® shall run from January 1st until

December 31st of any year. 

 

ARTICLE XII - COMMITTEES

Section 1:  Standing Committees. The President, upon assuming office, shall appoint such

committees as shall be necessary to carry on the work of the Chapter. The Standing

Committees shall include the following: Speakers, Programs, Membership, and

Marketing.

Section 2:  Special Committees. Special Committees may be appointed by the President to

perform such services as may be assigned to them.

Section 3:  All committees shall be appointed by and serve at the pleasure of the President, with

the approval of the Board of Directors.

 

ARTICLE XIII

GENERAL MEMBERSHIP MEETINGS AND QUORUMS

Section 1:  Rules of Order. Robert’s Rules of Order, latest edition, shall be recognized as the

authority governing the meetings of the Chapter, its Board of Directors and

committees in all instances wherein its provisions do not conflict with these By-

Laws.

Section 2:  The Annual Meeting of the Western New York Chapter of the New York State

Commercial Association of REALTORS® membership shall be held at a time and

place designated by the Board of Directors of the Chapter. Other regular meetings of

the membership shall be held at a time and place as designated by the Board of

Directors of the Chapter. Special meetings of the membership may be called by the

Board of Directors of the Chapter from time to time. Meetings shall be open to nonmembers

only by invitation of the Board of Directors or President.

Section 3:  Those members present after due notice shall constitute a quorum for any Annual or

Regular Meeting of the membership.

Section 4:  A special meeting may be called upon due notice to the members. A quorum for any

special meeting of the general membership shall consist of ten percent (10%) of the

members in good standing when present in person.

Section 5:  All members are to be notified of any meeting by mail or electronic mail sent out at

least seven (7) calendar days prior to the date of such meeting (which shall constitute

due notice for purposes of Sections 3 and 4 above). Such meeting notice for any

special meeting shall include the agenda of the meeting. Any decisions made at a

special meeting with out such prior notice shall not be final until confirmed by the

next Annual or Regular Meeting of the membership or at a subsequent special

meeting following due notice of the action to be considered.

 

ARTICLE XIV - LIMITATION OF LIABILITY

Section 1:  The New York State Commercial Association of REALTORS® shall not assume

any liability for expenditures or commitments of the Western New York Chapter of

the New York State Association of REALTORS®, Inc. unless such expenditures or

commitments shall first have been approved by the Board of Governors of the New

York State Commercial Association of REALTORS®, Inc.

 

ARTICLE XV - AMENDMENTS

These By-Laws may be amended by an affirmative vote of two-thirds (2/3) of the

members present at any Annual Meeting, regular meeting, or at a special meeting

called for that purpose, provided that such amendment shall have been submitted

first to the Board of Directors of the Chapter and approved by the Board of

Governors of the New York State Commercial Association of REALTORS® and

provided further that thirty (30) calendar days notice in writing shall have been given

to all Chapter members of the intention to amend together with a copy of the

proposed amendment.

 

ARTICLE XV - DISSOLUTION

Upon the dissolution or completion of the affairs of this Chapter, the Board of

Directors, after providing payment for all obligations, shall distribute any remaining

assets to the New York State Commercial Association of REALTORS®, Inc.

 

(Bylaws of the Western New York Chapter of the New York State Commercial

Association of Realtors, Inc., approved by Chapter Board of Directors on August

8, 2006, by NYSCAR Board of Directors at September 2006 meeting and by the

general membership of the Chapter at its December 2006 annual meeting.)