LEWIS CENTER REALTY ASSOCIATION, INC.
BYLAWS AND CONSTITUTION
These Bylaws govern the Lewis Center Realty Association, Inc., an Ohio nonprofit corporation.
- General Organizational Information
- Name. The organization shall operate under the name Lewis Center Realty Association, Inc. (hereinafter the “Corporation”) or such other name as the members may from time to time designate in accordance with applicable laws.
- Principal Office. The principal office, place of business, and mailing address of the Corporation shall be maintained at 9101 Antares Avenue, Columbus, Ohio 43240 or at such other place as may be designated by the members.
The business of the Corporation shall be:
- To promote the real estate industry and to better the relationship between Realtors, lenders, title companies, those who serve in an associated or closely related field, and the general public in the Lewis Center, Ohio area.
- To accomplish any purpose or purposes for which individuals lawfully may associate themselves or any other lawful purpose under O.R.C. Chapter 1702 and 26 U.S.C § 501(c)(6).
- Revision of Bylaws
These Bylaws and Rules and Regulations as may be adopted can only be changed by a two-thirds (2/3rds) majority vote of the members present. Proposed changes are to be presented in writing to all members present at the two (2) weekly meetings prior to the vote of the proposed adoption or change. The vote would then take place at the third (3rd) weekly formal meeting.
- Formal Meetings. Formal business meetings shall be every Tuesday at 9:00 a.m. Time may be changed by a majority vote as per Article IV. A minimum of eleven (11) eligible voting members need to be present to constitute a formal meeting. Annual dues for an Individual or Broker Member shall be $15 annually and $25 annually for an Affiliate Member. In addition, there will be a fee of $2.00 per person or member attending the Formal Meetings. In lieu of paying per meeting, Members may pay an annual fee of $50 for an Individual or Broker Member and $75 for an Affiliate Member at their first meeting. This fee will not be prorated for Members who join during the course of the year.
- Inclement Weather. If the Olentangy School District is closed or postponed due to inclement weather, the Corporation meeting and tour will be cancelled.
- Additional Meetings. Additional formal business meetings may be scheduled by the officers of the Corporation upon favorable acceptance of a two-thirds (2/3rds) majority vote of members present at a formal business meeting.
- Initial Informal Meetings. Informal meetings will begin on November 6th, 2017 and continue every Tuesday until 2018, when the Formal Meetings will commence.
- Membership. Lewis Center Realty Association, Inc., shall be limited to members in good standing of the Columbus and/or neighboring Boards of Realtors, Affiliates – Title Company Representatives, Lenders, Attorneys, Real Estate Publications, Educational Seminars, Home Inspectors, Gas and Termite Inspectors, Builders, Insurance Agents, Cellular Phone Companies, and other persons related to real estate.
- Classifications. Lewis Center Realty Association, Inc. recognizes four member classifications:
- Broker Membership, which shall include Real Estate Company office location.
- Affiliate Membership shall be limited to Title Companies, Lenders, Gas and Termite Inspection Companies, Home Inspection Companies, Builders, Real Estate Publishers, and other persons related to real estate. These members may make announcements and distribute literature.
- Individual Membership shall be limited to persons licensed as a Salesperson or Broker by the Ohio Department of Commerce, Division of Real Estate and Professional Licensing and representatives of affiliated companies. These individual members may make announcements and distribute literature. Persons licensed as a Salesperson or Broker by the Ohio Department of Commerce, Division of Real Estate and Professional Licensing, and Builder members may place homes on tour.
- Honorary Membership shall be any person to whom the Corporation may, from time to time, elect to bestow a membership in recognition of their outstanding contribution to the Corporation and/or the furtherance of the purposes of this Corporation.
- Application for Membership in Lewis Center Realty Association, Inc. Membership requests must be made in writing, accompanied by the appropriate dues, and the business address and phone number (office and/or home) of the Applicant.
- Dues. Payment of the annual dues should be made to Lewis Center Realty Association, Inc. and submitted to the place designated by the Corporation from time to time. Those wishing their names to be printed in the directory, must pay dues on or before February 15th.
- Member Voting
- Voting and Eligibility Requirements
- Each Member of the following classes shall have one (1) vote on all Corporation matters:
- Broker with Company membership
- Individual Real Estate Sales Corporation members.
- Each individual, paid affiliate company member.
- Members shall be eligible to vote on bylaw changes or other corporate matters, after they have been a part of the Corporation for at least thirty (30) days.
- Only members who are current on their dues are eligible to vote.
- Each Member of the following classes shall have one (1) vote on all Corporation matters:
- Voting and Eligibility Requirements
- Officers and Committees
- Election of Officers.
- Officers are to be elected on the fourth (4th) weekly meeting date in November. More than one (1) officer per corporate/franchise name may be elected during any give term of office. However, during the inaugural year, the offices will be fulfilled by volunteers. Members shall not vote on, and the President shall not nominate, any officers.
- A nomination committee of five (5) shall be appointed by the President no later than the first (1st) meeting in October. They shall present a slate of officers in writing no later than the first (1st) meeting in November. Nominations are also open from the floor during the first (1st) and second (2nd) weekly meeting in November. Nominations shall be closed by the end of the (2nd) weekly meeting. A written slate of officers will be distributed to members present at the next weekly meeting (third (3rd) week of November) following the closing of nominations. Candidates will be given time to give campaign speeches at this meeting. Voting ballots will be distributed and cast at the fourth (4th) weekly meeting in November. The nominating committee will be responsible for counting the ballots and announcing the results at the end of the fourth (4th) weekly meeting. If any members of the nominating committee are running for office, the President will appoint a substitute to assist with counting ballots.
- Election of Officers.
(c) Vice President to be President Elect: Upon the conclusion of the President’s full term in office, the outgoing Vice President shall succeed the President for the new term.
- Term of Office. Officers shall serve until their successors are elected, or until the Officer resigns or becomes incapacitated. No individual may hold the office of President for two consecutive terms.
- Officer Qualifications. The offices of President and Vice President shall be held by persons licensed as a Salesperson or Broker by the Ohio Department of Commerce, Division of Real Estate and Professional Licensing. Individuals associated with a Company Member and Individual Members may hold the offices of Secretary, Treasurer, Tour Director, Webmaster, and/or Sergeant of Arms.
- Committees. Committees appointed by the President may include (a) Ethics and Advisory, (b) Budget/Audit, (c) Constitution and Bylaws (d) Program/Social, (e) Nominating, (f) Charities/Scholarship, and (g) other committees as the President deems necessary to operate this Corporation. Committees will report back to the members present at the weekly meeting for appropriate action.
- Signatures for Financial Transactions. The signature of any two (2) of the following officers: President, Vice President, or Treasurer is required on all check and withdrawal slips over $300.00. Either the President or the Treasurer can use a debit card up to $300.00.
- Donations. Any donation exceeding a total of One hundred fifty and 00/100 Dollars ($150) must be approved by at least Seventy-five percent (75%) of the Charities and Scholarship Committee.
- Permanent Offices
- President. The President is empowered to appoint committee chairpersons and committee members to serve as he/she believes reasonably necessary. The President shall preside over all meetings and events of which the Corporation is the main sponsor. The President is empowered to appoint individuals to complete the term of any office that becomes vacant during his/her administration. From time to time, it is envisioned the President may be called upon to serve as the official public spokesperson for the Corporation.
- Vice President. The Vice President, in the absence of the President, shall preside over all meetings of which the Corporation is the main sponsor. In the event the office of President is vacated during the administrative year, the Vice President shall automatically succeed him/her to that office. The Vice President shall become the President Elect. The Vice-President shall carry out those duties assigned him/her by the President.
- Secretary. The Secretary shall maintain the Corporation’s membership roster, the corporate minute book, and such duties as may be assigned by the President.
- Treasurer. The Treasurer maintains the books and records of the Corporation. They shall be responsible for the Corporation’s funds, subject to an annual review to be conducted by the Audit Committee as referred to in these Bylaws. The Treasurer shall provide a quarterly summary of the Corporation’s expenses and balances. The Treasurer shall present the prior year’s financial report at the first regularly scheduled meeting in February. The Treasurer shall carry out those duties assigned him/her by the President.
- Tour Director. The Tour Director shall provide a written schedule of tour of homes at each meeting if there are homes on the tour. The Tour Director shall follow the items in Article X of the Bylaws. The Tour Director shall carry out those duties assigned him/her by the President.
- Webmaster. The Webmaster shall maintain the organizations website and scrapbook line, and perform such duties as may be assigned by the President.
- Sergeant of Arms. The Sergeant of Arms shall be responsible for maintaining and bringing the speaker system to meetings, and perform such duties as may be assigned by the President.
- Social Chair. Social Chair shall be responsible for promoting and directing social events for the Corporation, and perform such duties as may be assigned by the President.
- Membership Chair. Membership Chair shall promote membership to Central Ohio Realtors by attending other local association meetings and promoting this Corporation’s activities and events, and perform such duties as may be assigned by the President.
- Ethical Conduct
All members are to conduct themselves in accordance with the Canons of Ethics for the Real Estate Industry of the State of Ohio and the Code of Ethics and Standards of Practice of the National Association of Realtors.
- Who May Place a Home on Tour. Participation in the Tour shall be limited to members current in dues and in good standing with the Corporation and persons licensed as a Salesperson or Broker by the Ohio Department of Commerce, Division of Real Estate and Professional Licensing. Only the listing agent or assistant can place a home on tour and must be present to introduce the listing at a regular meeting. Exceptions may be made in case of emergency. The President or presiding officer will make the necessary decisions.
- Placing a Home on Tour. The Corporation tour is on Tuesday morning immediately following the meeting. Persons placing properties on this tour MUST confirm their property with the Tour Director by Thursday at Noon of the previous week or the home will NOT be on tour. If a person confirms with the Tour Director and then does not call the Tour Director or President at least thirty (30) minutes prior to the meeting in the event that they have to cancel or they do not show up for the meeting, they will be fined $50.00. Should the listing person discover a home is not available for the tour, they need to contact the Tour Director as soon as possible.
- MLS Requirement. Properties to be placed on tour must be listed with MLS. Builders may place a newly constructed home on tour which is not listed with MLS. The new build must be in at least completed drywall stage.
- Limitations on Tour Homes.
- The same house may not be listed on the tour more than once during six (6) months unless there have been major cosmetic or remodeling changes made.
- A goal of the Corporation is to make available the inventory and activities in the Lewis Center area to interest agents and affiliates, as well as, to provide an opportunity to view firsthand the properties currently being marketed. As such, Tours shall be limited to five (5) homes per week. This number may be increased at the discretion of the President and the Tour Direction, if necessary.
- Affiliates. Affiliate members are eligible to view properties on tour. Affiliate members may participate in all activities of the tour.
- Advertising. Members may purchase Advertising on the back of the Tour Sheet for $50/year or $25/half year (to cover costs of Tour Sheet).
- Tour Boundaries. Tour boundaries are shown below, however, homes outside this area can be placed on tour provided the home is located within the Olentangy Local School District.
West: State Route 23
South: Lazelle Road
North: Olentangy Local School District’s northern boundary as of November 1, 2017
East: Olentangy Local School District’s eastern boundary as of November 1, 2017.
- Tour Guidelines. The Tour Director shall be responsible for determining the Tour Guidelines each week.
- Withdrawal, Dissolution, and Termination
- Withdrawal. Members shall have the right to withdraw from the Corporation at any time.
- Dissolution Events. The Corporation shall be dissolved upon the occurrence of any of the following events (an “Event of Termination”) set forth Section 11.2(a) or Section 11.2(b)
- By the written agreement of all of the members; or
- Upon the occurrence of a vote of dissolution agreed on by at least seventy five percent (75%) of the Corporation Members.
- Winding Up, Liquidation, and Distribution of Assets.
- Upon dissolution of the Corporation pursuant to Section 11.2, the Corporation business shall be terminated, its liabilities discharged, and its property distributed as hereinafter described, and the Corporation shall be liquidated. A reasonable period of time shall be allowed for the orderly winding up of the Corporation business, discharge of its liabilities, and distribution of its remaining property.
- For purposes of the termination of the Corporation’s business, discharge of its liabilities, and distribution of its remaining property, the members shall select one or more persons to act as the Liquidation Manager and have the exclusive power and authority to act on behalf of the Corporation, to terminate the Corporation business, to sell and convey any real or personal property of the Corporation for such consideration and upon such terms and conditions as the Liquidation Manager deems appropriate, to discharge the Corporate liabilities, to establish any reserves that the Liquidation Manager deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Corporation, to pay expenses, debts, and liabilities of the Corporation, and to distribute its property. If more than one person is selected to serve as Liquidation Manager, any disagreements that cannot be resolved between them shall be decided by the members.
- The Liquidation Manager shall apply all corporate property to pay all expenses of liquidation and to satisfy all debts and liabilities of the Corporation as provided by the Ohio Revised Code and distribute any remaining property.
- Final Distribution: The net assets shall be donated to an organization qualified under 26 U.S.C § 501(c)(6).
No income or assets of the Corporation shall be distributed to or otherwise inure to the benefit of any member or members.
- Miscellaneous Provisions
- Governing Law; Venue. These Bylaws shall be governed by and construed in accordance with the laws of the State of Ohio. The parties hereto hereby consent to the exclusive jurisdiction of the courts of the State of Ohio in Franklin County, and the United States District Court, for the Southern District of Ohio, Eastern Division and waive any contention that any such court is an improper venue for enforcement of these Bylaws.
- Gender and Headings. Throughout these Bylaws, where such meanings would be appropriate: (a) the masculine gender shall be deemed to include the feminine and the neuter and vice versa, and (b) the singular shall be deemed to include the plural and vice versa. The headings herein are inserted only as a matter of convenience and reference, and in no way define or describe the scope of the Bylaws or the intent of any provisions hereof.
- Title to Corporation Properties. Title to all corporate properties shall be held in the name of the Corporation.
IN WITNESS WHEREOF, the parties hereto have executed these Bylaws on the day and year first above written.
Lewis Center Realty Association, Inc.,
an Ohio nonprofit corporation