Leadership Responsibilities


from the BYLAWS OF THE REALTORS® OF THE PALM BEACHES & GREATER FORT LAUDERDALE

In 2018, the Officers of the Association shall be a President, a President-Elect, one (1) First Vice President, a Treasurer and a Past President.

In 2018 the elected Officers of the Association that stand for nomination shall be the President-Elect, the First Vice President and the Treasurer.

Commencing in 2019, the elected Officers of the Association shall be a President, a President-Elect, the First Vice President, the Treasurer.

All officers shall be elected to serve for a term of one year.

SECTION 2. DUTIES OF OFFICERS. Commencing in 2018, the duties of the Officers shall be as follows:

(a) PRESIDENT: The President shall preside at all meetings of the Board of Directors or membership meetings.

(b) PRESIDENT-ELECT: It shall be the duty of the President-Elect to assist the President with duties, as assigned from time to time, and to perform the President’s duties in the President’s absence. The President-Elect shall be authorized to make such tentative appointments as are necessary for the performance of his/her duties as President in the succeeding year.

(c) FIRST VICE PRESIDENT: It shall be the duty of the First Vice President to assist the President and President-Elect with duties as assigned from time to time, and in the absence of the President and President-Elect, to serve in their place and preside over any meeting of the Association. Regional Vice Presidents will report to the First Vice President.

(d) SECRETARY*: The Secretary shall keep the minutes and records of the Association and the Board of Directors, in addition to other duties as may be prescribed by the Board of Directors from time to time. The Secretary may, with another signing officer of the Association, sign all written contracts and obligations of the Association and have custody of the Corporate Seal and shall otherwise perform the usual duties pertaining to this office.

*Currently the Secretary position does not stand for election

(e) TREASURER: The Treasurer shall collect and receive all monies due and belonging to the Association and shall have custody of the funds, securities and title deeds thereof. The Treasurer shall keep regular and accurate accounts and submit reports when requested to do so by the Board of Directors. The Treasurer may, with another signing officer of the Association, sign all financial obligations of the Association and shall submit an annual report showing the financial condition of the Association, which may be made available to the general membership, and otherwise perform the usual duties pertaining to this office.

SECTION 3. SURETY BONDS: Any officer or employee who handles Association funds, may be required to provide a surety bond on such terms and in such amount as the Board of Directors shall deem necessary, the cost to be paid by the Association.

SECTION 4. QUALIFICATIONS OF PRESIDENT-ELECT. The President-Elect shall have (1) served on the Association Board of Directors for at least two years, or (2) served on the Board of Directors for at least one year and served as a Committee chairman of a Standing Committee of the REALTORS® of the Palm Beaches and Greater Fort Lauderdale, Inc. for at least one year, during the five years immediately preceding the date of election. Service in the Realtor Association of Greater Fort Lauderdale and/or the Realtors Association of the Palm Beaches, will be included in consideration of meeting the above qualifications.

SECTION 5. QUALIFICATIONS OF THE ASSOCIATION BOARD OF DIRECTORS. Directors shall have served on a Regional Board, a Committee, a Task Force, an RCA or a Work Group of the REALTORS® of the Palm Beaches and Greater Fort Lauderdale, Inc. during two preceding administrations or served as chairman of a Committee, a Task Force or a Work Group of the REALTORS® of the Palm Beaches and Greater Fort Lauderdale Inc. at any time during the five years preceding the date of election. Service in Realtor Association of Greater Fort Lauderdale and/or Realtors Association of the Palm Beaches will be included in consideration of meeting the above qualifications. No more than three (3) Directors can be members of the same firm with the same Designated REALTOR®. Any Director who has served an uninterrupted period of six (6) years is qualified to be re-elected as a Director after one (1) full year of absence from the Board of Directors, unless he or she is running for President- Elect. Past Presidents are not qualified to serve on the Board of Directors until three (3) years have elapsed following their service as Immediate Past President, or after three (3) years have elapsed following their service as President, in the event the President does not serve as the Immediate Past President. In any given year, the President-Elect can appoint, at their discretion, one (1) ex-officio of the Board of Directors to serve a one (1) year term during their year as President. Ex-officio member shall be ratified by the Board of Directors. The ex-officio member will be excluded from all voting privileges.

SECTION 6. BOARD OF DIRECTORS. In 2017, the Board of Directors shall consist of the following: the President, the President-Elect, two (2) First Vice Presidents, the Treasurer, the Secretary, Five (5) Regional Vice Presidents, two (2) Immediate Past Presidents, one (1) appointed Director, and the CEO of the Association (non- voting).

In 2018 and going forward, the Association’s governing body shall be a Board of Directors consisting of the following: the President, the President-Elect, the First Vice President, Five (5) Regional Vice-Presidents, the Treasurer, the Five (5) Directors-At-Large, the Immediate Past President and the CEO of the Association (non- voting).

(a) The Board of Directors shall have the authority and responsibility to conduct the business of the Association pursuant to its bylaws and the laws of the state of Florida including adopting and enforcing such policies, procedures, rules and regulations and entering into such contracts and agreements as deemed by it to be beneficial to the general membership. Action of the Board of Directors shall be by majority vote of those present and voting. The Board of Directors may employ a Chief Executive Officer (CEO) who shall perform such duties as may be delegated by contract or by the Board of Directors. The CEO shall provide a surety bond in such amount as the Board of Directors may determine for the position, other employees and elected officers, and the premium therefore shall be paid by the Association.

(b) There shall be an Executive Committee of the Board of Directors. In 2017, the Executive Committee shall consist of the President, the President-Elect, two (2) First Vice Presidents, two (2) Immediate Past Presidents, the Treasurer, the Secretary and the CEO (non-voting). The Executive Committee shall meet at the call of the President of the Board or any three Executive Committee members and shall have the authority to conduct business that is time sensitive between meetings of the Board of Directors. Actions of the Executive Committee shall be by majority vote of those present and voting. Any such actions shall be reported to and subject to approval by the Board of Directors at its next meeting.

(c) In 2018 and beyond, there shall be an Executive Committee of the Board of Directors consisting of the President, the Immediate Past President, the President-Elect, the First Vice President, the Treasurer and the CEO (non-voting). The Executive Committee shall meet at the call of the President of the Board or any three Executive Committee members and shall have the authority to conduct business that is time sensitive between meetings of the Board of Directors. Actions of the Executive Committee shall be by majority vote of those present and voting. Any such actions shall be reported to and subject to approval by the Board of Directors at its next meeting.

SECTION 7. DUTIES OF DIRECTORS.

(a) ASSOCIATION PROPERTY AND AFFAIRS. The property and affairs of the Association shall be administered by the Board of Directors. They shall have power of supervision and control over such officers as they have elected, and their acts as such, together with the power to remove them for cause.

(b) ASSOCIATION SERVICES. The Board of Directors may operate such Association services as they deem necessary.

(c) RETENTION OF PROFESSIONAL ASSISTANCE. The Directors may retain legal counsel, accountants or other specialists in any particular field and fix the terms of their compensation.

(d) CONTROL OF ASSOCIATION FUNDS. The Directors shall have jurisdiction over the funds of the Association.

SECTION 8. TERMS OF ELECTED OFFICERS, DIRECTORS AND REGIONAL VICE PRESIDENTS. 

 In 2018, the President Elect, one (1) First Vice President, the Treasurer, five (5) Regional Vice Presidents and five (5) Directors will stand for nomination.

  1. (a)  Executive members and Regional Vice Presidents will serve one (1)-year terms.

  2. (b)  In 2018, Directors that are not Officers or Regional Vice Presidents will be assigned a

one (1)- or two (2)- year term on a random basis.

(c) In 2018 and going forward, the Regional Board members will be assigned a one (1)- or two (2)-year term; by 2019, the Regional Board members will have even staggered two (2) year terms.

(d) In 2019, Directors that are not Officers or Regional Vice Presidents will be assigned two (2)- year staggered terms unless a vacancy arises, in which event a Director will be assigned to fulfill a stub one (1)- year term.

SECTION 9. INDEMNIFICATION. Each Association Director, Officer or staff member now or hereafter serving, who is a party or is threatened to be made a party, to any proceeding by reason of the fact that he or she is or was a director, officer or staff member of the Association, shall be indemnified by the Association to the fullest extent permitted by Florida statutes, as that law now exists or may hereafter be amended.

The Association shall purchase and maintain in effect a policy or policies of insurance covering liability of directors, officers and staff members. Insurance may extend to the potential liability of any covered individual even though the Association has no power of indemnification.

Notwithstanding the above paragraph or any provision of these bylaws, the Association shall not be required to indemnify a director, officer or staff member for any expense, liability or loss incurred by him or her in a proceeding brought by the Association, or by its authorized agents, in which the director, officer or staff member is named as defendant.

SECTION 10. VACANCIES. If a vacancy occurs in the office of the President of the Association, the President- elect of the Association shall assume the duties of the President for the remainder of the unexpired term and serve as President of the Association for a full term the next year. The President of the Association shall not be eligible to serve a second, successive, complete term. Should a vacancy occur in the offices of President and President-elect of the Association during the same elective year, the First Vice President of the Association shall assume the duties of the President for the remainder of the unexpired term or until the next election. Should the office of President-elect of the Association become vacant, the office shall remain vacant until the next elective year, or until a special election is held.

Vacancies among the Officers and the Board of Directors shall be filled by a two-thirds (2/3) vote of the Board of Directors, for the remainder of the unexpired term or until the next annual election. Vacancies in the position of President-elect of the Board shall remain vacant until the next election.

SECTION 11. DISQUALIFICATION OF OFFICERS AND DIRECTORS. Notwithstanding anything contained in Article XI, Section 9, in any fiscal year an Officer or Director who fails to attend three (3) regularly called Directors’ meetings or two (2) consecutive regularly called Directors’ meetings, shall be deemed disqualified and said office would become vacant upon ratification by a two-thirds (2/3) vote of the Board of Directors at a regularly called meeting.

SECTION 12. REMOVAL OF OFFICERS OR DIRECTORS. In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office.

In addition an officer or director who is discovered to be:

  • in violation of the REALTOR® Code of Ethics

  • in breach of the Association’s Confidentiality agreement

  • in blatant violation of the Association’s Conflict of Interest policy

  • in violation of the Association’s Harassment policy

  • or convicted of a crime, state or federal in the courts of Florida or the United States may be removed from office.

(a) FORM OF PETITION. A petition requiring the removal of an Officer or Director of the Association signed by no less than one-third (1/3) of the voting membership of the Association, or two-thirds (2/3) of the Board of Directors, shall be filed with the President, or if the President is the subject of the petition, with the President-Elect, and shall specifically set forth the reasons the individual is deemed disqualified from further service.

(b) SPECIAL MEETING. Upon receipt of the petition, and no less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the voting membership of the Association shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director of the Association and to render a decision on such petition.

(c) NOTICE OF SPECIAL MEETING. The special meeting shall be noticed to all voting members at least ten days prior to the meeting, and shall be conducted by the President of the Association, unless the President’s continued service in office is being considered when the meeting shall be conducted by the President- Elect. Provided a quorum is present, a three-fourths (3/4) vote of the members present and voting shall be required for removal from office.

SECTION 13. ELECTION OF OFFICERS AND DIRECTORS AND REGIONAL BOARD MEMBERS.

(a) During 2017, at least sixty (60) days before the Annual Meeting, a Nominating Committee will be comprised of the President, the President Elect and five (5) Past Presidents from each former constituent association (Realtor Association of Greater Fort Lauderdale and Realtors Association of the Palm Beaches). Nominating Committee members cannot run for an open position on the Board of Directors; however, they may sit on the Board of Directors if they are fulfilling an existing term. The Chair will be a voting member of the Nominating Committee.

(b) Starting in 2018 and going forward, prior to the Annual Meeting, a Nominating Committee of up to nine (9) REALTOR® Members shall be approved by the Board of Directors. The President and the President Elect shall automatically be members of the Nominating Committee and the President shall appoint the additional seven (7) members with at least three (3) of the appointed members being Past Presidents of the Board. The current President shall be the chairman and a voting member of the Nominating Committee. The Nominating Committee shall nominate at least one (1) candidate for each Officer position, except for the office of the President, and at least one (1) candidate for each Director position to be filled on the Board of Directors. The President-Elect of the Board, by virtue of position and title, does not stand for nomination and shall automatically serve as President for the following year. All 2018 Regional Board members will go through the Nominating Process. 2018 Regional Board members will elect a Vice Chair of their Regional Board at the first meeting of the year from the members that sit on that Regional Board. There will be a total of up to 10 Regional Board members.

(c) Starting in 2018 and going forward, Regional Board members will be assigned a one (1)- or two (2)-year term; by 2019 the Regional Board members will have even staggered two (2)-year terms.

(d) In 2019, Directors that are not Executive or Regional Vice Presidents will be assigned two (2)- year staggered terms unless a vacancy arises, in which event a Director will be assigned to fulfill a stub one (1)- year term.

(e) Each candidate, and member wishing to seek office, must meet the minimum qualification for the office being sought.

(f) The report of the Nominating Committee shall be sent to each member eligible to vote at least thirty (30) days prior to the Annual Meeting. Candidates for the offices to be filled may be placed in nomination by petition signed by a minimum of ten (10) percent of the Association’s REALTOR® membership. The petition shall be filled with the CEO 10 calendar days from the release of the Nominating Slate. The CEO shall send a notice of such additional nominations to all members eligible to vote. Candidates who wish to be placed in nomination are required to have participated in the current years Nominating Committee process and to meet all qualifications of the position for which they are being nominated. Nominations from the floor will not be accepted at the Annual Meeting. Persons challenging the slate must have gone through Nominating Process.

(g) The election of Officers and Directors shall take place at the Annual Meeting. Election shall be by ballot and voting will be conducted even if a quorum is not present. If there is only one (1) person nominated for each Officer and Director position, a unanimous vote will be cast by voice, by the Treasurer, and by the voting members present and voting. In the case of a ballot vote, votes must be cast in person at the Annual Meeting. If a member casting a ballot intends the vote to be a secret ballot, the ballot shall be cast at the meeting at which time the member shall sign the roster of voters. The ballot shall contain the names of all candidates and the position for which they are nominated. After completion of an election or balloting, if there is no possibility that the assembly may order a recount, the ballots can be ordered to be destroyed or to be filed for a certain length of time (such as one month) before being destroyed.

(h) The President of the Board, with the approval of the Board of Directors, shall appoint an Election Committee, comprised of members whose names have not been put forward by the Nominating Committee, of three (3) REALTOR® members to conduct the election. Voting by proxy or absentee ballot shall not be allowed. Officer and Director positions shall be filled by plurality vote. In the case of a tie vote, the President shall cast the deciding vote. Actual vote count will not be reported under any circumstances.

SECTION 14. TIME OF ELECTIONS. The date and time of elections each year will be as determined by the Board of Directors.

SECTION 15. INSTALLATION OF OFFICERS AND DIRECTORS. In 2017, the Board of Directors will be considered installed upon Close of the Merger effective June ___, 2017. In 2018 and going forward, the newly elected Directors shall be inducted into office at an Installation Ceremony but considered installed as Directors and Officers the first of the calendar year.

SECTION 16. CHIEF EXECUTIVE OFFICER. There shall be a Chief Executive Officer, appointed by the Board of Directors, who shall be the chief administrative officer of the Association. The Chief Executive Officer shall have the authority to hire, supervise, evaluate and terminate other staff, if any, and shall perform such other duties as prescribed by the Board of Directors.

ARTICLE XII - MEETINGS

SECTION 1. ANNUAL MEMBERSHIP MEETING. An annual meeting of the Association membership shall be held at a time, date and place to be designated by the Board of Directors.

SECTION 2. MEETING OF DIRECTORS. The Board of Directors shall designate a regular time and place of meetings and each Director is expected to attend general membership meetings and other Association events a determined by the Board of Directors. A quorum for the transaction of business shall be a majority of the Board of Directors, except as may otherwise be required by state law. Meetings of the Board of Directors may be conducted electronically with the approval of the President of the Board.

SECTION 3. OTHER MEETINGS. Meetings of the membership may be held at such other times as the President or the Board of Directors may determine, or upon written request of at least twenty-five percent (25%) of the voting members.

SECTION 4. NOTICE OF MEMBERSHIP MEETINGS. Written notice shall be given to members entitled to participate in the meeting at least seven (7) days in advance of the meeting. If it is a special meeting, the notice shall be accompanied by a statement of the purpose of the meeting. Notice as required by this section may be satisfied by including the information in the Association’s monthly publication or an electronic notice transmitted to each office.

SECTION 5. QUORUM. A quorum for the transaction of business shall consist of two percent (2%) of the members eligible to vote. A quorum may be established, at the discretion of the Board of Directors, by counting members present at the meeting, members present via electronic attendance, absentee ballots, proxy ballots and/or by establishing extended voting periods.

SECTION 6. ACTION WITHOUT MEETING. Unless specifically prohibited by the articles of incorporation, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent in lieu of a meeting, setting forth the action so taken, shall be adopted unanimously and signed by all of the Directors. All such written consents shall be delivered to the Chief Executive Officer to be filed in the corporate records. The action taken shall be effective at such time when all Directors have unanimously approved the resolutions therein unless the consent specifies a different effective date.

ARTICLE XIII - REGIONAL BOARDS

SECTION 1. REGIONAL BOARDS GENERALLY.

(a) The role of the Regional Board is to coordinate the region, be responsible for maintaining a local identity within the community and serve as an advocate on behalf of the Regional Board to the Board of Directors,

(b) Five (5) Regional Boards will be formed: Eastern Broward, Western Broward, Southern Palm Beach County, Northern Palm Beach County and the Treasure Coast. Each Regional Board is a subgroup of the Association Board. The Regional Board is not a separate legal entity.

(c) Regional Boards will have a standard name template (i.e., Northern Palm Beach County Regional Board of the ...)

(d) The Regional Board will take on the duties of vetting and recommending the following to the Association Board of Directors: local motions, candidate screening recommendations, planning local events, service programs local awards and other funding requests, and overseeing localized committees.

(e) Regional Boards may, at the discretion of the Association Board, have their own logo and local marketing plan.

(f) Dues for REALTOR® membership in the Association Board are the same. All Regional Boards will all have the same association dues.

(g) Regional Board activities such as special events and classes will be part of the overall budget of the Association.

(h) The CEO will assign appropriate staff support to Regional Boards.

(i) The Association Board enters all contracts. The Regional Board will not have authority to sign contracts or spend unbudgeted funds.

(j) A Regional Board may have an office but an office is not required; the Regional Board office could be virtual, a separate structure, or a shared office (within an office of the Surviving Association).

(k) Regional Boards will each have an RCA representative. SECTION 2. REGIONAL BOARD STRUCTURE AND GOVERNANCE:

  1. a)  The Regional VP will serve as Chair of the Regional Board.

  2. b)  Each Regional VP will serve on the Association Board but may not serve on the

Executive Committee.

c) A Vice Chair of each Regional Board will be appointed by a vote of that Regional Board at the first meeting of the year.

d) Starting in 2018, Regional Board members will go through the Nominating

Process.

e) Each Regional Board may have up to have ten (10) directors. Regional Vice Presidents will report to the First Vice President.

f) During 2017, Regional Vice Presidents will report to both First Vice Presidents.

g) During 2017, directors from Realtors Association of the Palm Beaches and the Realtor Association of Greater Fort Lauderdale will each be placed in one (1) of the Regional Boards based on geography to fulfill the remainder of their term.

ARTICLE XIV - COMMITTEES

SECTION 1. COMMITTEES. The President of the Board of Directors shall appoint, subject to confirmation by the Board of Directors, the following Standing Committees:

  • Finance

  • Nominating

  • Grievance

  • Professional Standards

    SECTION 2. SPECIAL COMMITTEES. The President of the Board of Directors shall appoint, subject to confirmation by the Board of Directors, special committees as deemed necessary to implement the Association’s goals and objectives. The President shall have the authority to appoint work groups and task forces that report directly to the President.

    SECTION 3. FINANCE COMMITTEE. The Finance Committee is a standing committee of the Association. Charged with the fiscal management of the association’s assets, including but not limited to preparing annual budgets for approval, establishing guidelines for the investment of cash and reserve funds, consideration of future planning which may affect the financial condition of the Association, and all other related monetary matters of the Association, this Committee’s responsibility is to protect, preserve, and enhance the members’ collective interests in providing for a stable fiscal environment in both short and long term planning. It discusses ways and means, but not the merits of any particular request, and projects the following year’s capital needs.