CODE OF BYLAWS

CHARTER

In order to provide educational and networking opportunities, to communicate accepted real estate investing business practices, and to promote ethical conduct among members and clients, hereby desire to establish an organization known as the Central Indiana Real Estate Investors Association, hereafter referred to as “CIREIA” or “Association”.

OFFICES

The principal office of the CIREIA shall be the address of the current presiding President of the CIREA. The CIREIA Board of Directors shall change the address of the principal office responsible for the affairs of the CIREIA as principal changes.

INTRODUCTION

The CIREIA strives to be the premier real estate investors association in the central Indiana area to teach, instruct, facilitate, and mentor experienced and inexperienced investors. The CIREIA shall endeavor to introduce different strategies and investing concepts, encourage business development, and create an environment to enhance strategic relationships with other REIAs, business organizations, and government regulatory agencies for all Members.

ARTICLE 1
MEMBERSHIP

Section 1.1 DEFINITIONS

Section 1.1.1 ASSOCIATION MEMBER: An individual and/or entity who has applied and been approved for membership in the CIREIA. Such voting Members are persons who currently own, or intend to buy, sell, renovate, invest, manage, or counsel in financing or services of residential or commercial real property on a full or part time basis.

Section 1.1.2 VENDOR MEMBER:  Non-voting individuals, or companies who offer and provide goods or services to the CIREIA Association members.

Section 1.1.3  GOOD STANDING:  CIREIA Association and Vendor Members with all current dues/fees paid in full and with no outstanding issues, disputes or conflicts contrary to these By Laws.

Section 1.2   MEMBER STATUS

Section 1.2.1 MEMBERSHIP APPROVAL :  All new Member(s) shall be approved by the Board of  Directors by an affirmative vote of a majority of the Board of Directors present to vote at the next meeting of the Board following application.                                                                        

Section 1.2.2 VOTING RIGHTS:  Each Association Member shall be entitled to one vote on each matter coming to a vote of the Association Members.  Employees and spouses of Association Members are not entitled to a separate vote, unless they are both Association Members in good standing.

Section 1.2.3 TERMINATION OF MEMBERSHIP:  The Board of Directors may suspend or remove a member for just cause after a hearing, based on a majority vote of the Board of Directors present.  Members in default in the payment of dues or fees may be removed at the discretion of the Board of Directors.

Section 1.2.4 RESIGNATION:   Any Member may resign by submitting a written request to the CIREIA Secretary.  Such resignation shall not release a Member from the obligation to pay dues, assessments, or other charges accrued and not paid.  No refunds shall be granted for Members resigning prior to the end of their respective paid term.

Section 1.2.5 REINSTATEMENT:    Upon written request signed by the former Member, the Board of Directors may, by affirmative vote of the majority of the Board of Directors members present, reinstate the former Member to membership for the remainder of their paid term. Special conditions for behavior may be given to said Member to continue membership.

Section 1.2.6 TRANSFER OF MEMBERSHIP:   Association Member membership in CIREIA is not transferable or assignable.  Vendor Member membership may be transferable with confirmation to the CIREIA of employee changes of the Vendor Member’s company representative.

ARTICLE 2
BOARD OF DIRECTORS/OFFICERS

Section 2.1 BOARD OF DIRECTORS/OFFICERS CHARTER.  The business affairs of the CIREIA shall be governed and managed by the Board of Directors (hereinafter collectively called “Board of Directors” or “Board”, and individually called “Director” or “Officer”).

Section 2.2 BOARD OF DIRECTORS COMPOSITION.  The Board of Directors shall be composed of nine (9) persons, all being members in good standing of the CIREIA.  Such nine Directors shall be elected by the Members to the offices of President, Vice President, Secretary, Treasurer, Communications Chair, Membership Chair, Education Chair, Facilitation At large Chair, and Legal Affairs Chair (Officers) (See Article 3 below).

Section 2.3.  TERM OF OFFICE.   Directors/Officers shall be elected for two year terms, with no limit to the number of terms served.   Beginning in 2017, four such Directors/Officers (Vice President, Committee Chair, Education Chair, and Legal Affairs Chair) shall be elected in even years, and five Directors/Officers (President, Secretary, Treasurer, Membership Chair, and Facilitation Chair) shall be elected in odd years.

Section 2.4 ELECTIONS.  Voting for the Board of Directors shall be conducted at each Annual meeting by paper ballot, unless otherwise notified in advance of alternative voting means.  The nominees named must be present at the Annual Meeting when on the ballot, or have indicated in writing to the President, a desire to serve on the Board of Directors.

Section 2.4.1 Nominations.  A slate of candidates for election to the CIREIA Board shall be prepared and presented by the current Directors/Officers.  Candidates presented must be CIREIA Members in good standing for a minimum of one year or will not be considered.  Candidates must be presented to the CIREIA Board Nominations Committee, composed of at least five current CIREIA Board members, as appointed by the President, a minimum of forty-five days prior to the scheduled annual meeting of the CIREIA.   Selected nominees shall be posted on the CIREIA website at least thirty days prior to the scheduled election.

Section 2.4.2 Voting.  Each Member in good standing shall be allowed one vote for each Director position to be filled (e.g. if there  are two Director positions to be voted on, each Member votes once on the first position, than a second time on the second position).  Cumulative voting {giving all your votes to one or more candidate(s)} is not allowed.              

Section 2.5 VACANCIES.  Any vacancy or vacancies occurring on the Board shall be filled by a vote of a majority of the remaining Directors; OR by vote of the Members of the CIREIA, if a Director is removed in accordance with Section 2.6 below.  The CIREIA President may appoint an active Member to fill the remaining term of any office vacated, resigned, or otherwise removed from office. The Board may realign Officer positions and responsibilities after such vacancies are filled to meet the CIREIA mission.                                                                       

Section 2.6 REMOVALS.  A Director/Officer elected or appointed by the Board of Directors may be  removed for just cause by the majority vote of the Membership present at any regular CIREIA meeting, or at any special meeting called thereof, as presented by the Board of Directors.

Section 2.7 POWERS.  The Board of Directors shall have such powers as are reasonable and necessary to accomplish the performance of their duties.  All Directors have equal power and one vote each on all resolutions.  These powers include, but are not limited to, the power:

  • To employ and terminate vendors and providers necessary for the operations of the CIREIA.
  • To employ legal counsel, accountants, technology specialists, and others, as in the judgment of the Board of Directors, may be necessary or desirable in connection with the business of the CIREIA.
  • To open and maintain a bank account(s) in the name of the CIREIA to conduct the CIREIA business.                                     

Section 2.8  COMPENSATION.  Association Members serving on the CIREIA Board of Directors shall be exempt from the CIREIA annual dues for the year(s) in which they serve. Vendor Members shall receive a 25% annual Vendor membership discount when a Vendor Member’s representative serves on the CIREIA Board. Sub-Group Leaders shall receive a 50% discount on their annual membership dues if they serve in this capacity for the entire year.  No Director shall receive any other form of compensation for his or her services except to such extent as may be expressly authorized by a majority of the members of the CIREIA.  However, Directors conducting the CIREIA’s official business shall be reimbursed for travel and expenses based on valid and approved itinerary and receipts presented.                                       

Section 2.9  LIABILITY/INDEMNITY.  The Directors shall not be liable to the Members of the CIREIA for any error or mistake of judgment exercised in carrying out their duties and responsibilities as

Directors, except for their own individual willful misconduct or bad faith.  CIREIA Members shall indemnify and hold harmless each of the Directors against any and all liability to any person, firm or corporation arising out of contract(s) made by the Board on behalf of the CIREIA, unless any such contract(s) shall have been made in bad faith or illegal.  It is intended that the Directors shall have no personal liability with respect to the contracts made by them on behalf of the CIREIA, or as their agent.  The liability of any Director arising out of any contract made by the Board shall be limited to such liability or obligation thereunder as any other individual Members of the CIREIA.  Any contracts entered into by the Board on behalf of the CIREIA shall provide that the Board of Directors is acting as agent for the Members of the CIREIA, and shall have no personal liability hereunder.

Section 2.9.1  Additional Indemnity. The Members of the CIREIA shall indemnify any Board member, his  assigns, and legal representatives, made party to any action, suit, or proceeding by reason of the fact that he or she is or was a Director of the CIREIA against reasonable expenses, including attorney fees, actually and necessarily incurred by him or her with any appeal therein except where in such proceeding, unless the Director is found liable for misconduct in the performance of his or her duties.  The Members of the CIREIA shall also reimburse to any such Director the reasonable costs of settlement or judgment rendered in any action, suit or proceeding, if it shall be found by a majority of the members of the CIREIA that such Director was not guilty of misconduct.

ARTICLE 3
OFFICERS

Section 3.1 Titles. The principal officers of the CIREIA shall be the President, Vice President, Secretary, Treasurer, Communications Chair, Membership Chair, Education Chair, Facilitation At Large Chair, and Legal Affairs Chair.  All Officers shall be duly elected Directors, as described in Article 2 above.

Section 3.2 Duties of the Officers shall include, but not be limited to, the following:

Section 3.2.1 President.  The President shall be the Chief Executive Officer of the CIREIA.  He or  she shall preside over all meetings of the CIREIA and the Board, shall have and discharge all the general powers and duties usually vested in the office of the President of an association, including, but not limited to, the power to appoint committees from among the members of the CIREIA as he or she deems necessary to assist in the affairs of the CIREIA, to perform other duties as the Board may prescribe, ensure all orders and resolutions of the Board are carried out, sign all contracts, leases, and other written instruments necessary for the fulfillment of the CIREIA charter.  The President shall also be an ex-officio member of all committees.

Section 3.2.2 Vice President. The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President.  The Vice President shall also perform such other duties as these By-Laws prescribe or shall perform duties imposed upon him or her by the Board or by the President.  The Vice President shall also chair the Government Affairs Committee and work with local government officials, utility companies, and news media as a liaison for the CIREIA concerns.

Section 3.2.3  Secretary.  The Secretary is responsible for recording the proceedings from each Board scheduled meeting and any special meetings that may be called from time to time.  Other duties include supporting other Board members on “special “assignments, activities, or tasks.

Section 3.2.4 Treasurer.  The Treasurer shall oversee maintenance of a correct and complete record of accounts showing accurately at all times the financial condition of the CIREIA, and such other duties incident to the office of Treasurer.  The Treasurer shall be a legal custodian of all monies, notes, securities, and other valuables which may from time to time come into possession of the CIREIA.  He or she shall, as soon as reasonably possible, deposit all funds of the CIREIA in an approved bank account in the name of the CIREIA.  The Treasurer shall keep a current, accurate, and detailed record of receipts and expenditures affecting the CIREIA, including membership receipts.  The Treasurer shall prepare, or cause to be prepared, the annual budget for the CIREIA to be reviewed and approved by the Board of Directors and membership at each Annual meeting. The Treasurer shall oversee the preparation and filing of appropriate CIREIA documents, including any government regulated forms, records or documents. 

This shall include, but not limited to, tax returns, annual corporate reports, and any audit reports.  The Treasurer shall also oversee the procurement and maintenance of any insurance as the Board of Directors may deem appropriate.

Section 3.2.5 Communications Chair.  The Communications Chair shall determine, develop and implement a system to communicate notices, announcements, messages, and other information to the members using all available technology, programs, systems and media sources to effectively keep members well informed of the CIREIA’s meetings, events, schedules, activities, and information relating to the real estate investment business. The Communications Chair shall be responsible to prepare and distribute a periodic newsletter, function as the public information officer to keep members aware of upcoming events and information, assist in the set up and tear down of audio visual requirements at monthly and other scheduled meetings, and perform other duties as needed or requested by the Board.                                                                        

Section 3.2.6 Membership Chair.  The Membership Chair shall be responsible to develop, implement, and communicate such programs and systems to effectively attract new Members to the CIREIA and retain existing Members. The Membership Chair shall conduct regular and ongoing promotions and new Member orientation sessions.  The Membership Chair shall be responsible for maintaining a current and complete listing of all Members, including each Member’s current contact information. Duties also include, but are not limited to, presenting the new Members’ membership presentation, answering inquiries regarding membership issues, Members data collection, set-up and sign in of all new and current members, and coordinating any snacks, drinks or food provided form Members at monthly membership meetings and any special events.

Section 3.2.7 Education Chair.  The Education Chair shall be responsible for locating, contacting and contracting for presenters and speakers for the monthly CIREIA membership meetings, and other events as from time to time may be scheduled. The Education Chair shall specifically be responsible for scheduling and managing the training offerings by the CIREIA, to include monthly local and national speakers, other monthly training activities such as legal panel, investor panel, round table sessions, and any like Member training activities.  The Education Chair shall also be responsible for coordinating the special focus groups sponsored by the CIREIA, and for coordinating the PHP program for the CIREIA, which includes appointment of a program leader and all records keeping.

Section 3.2.8 Facilitation Chair. The Facilitation Chair is responsible to assist in the overall operations of the CIREIA, and to handle various special projects as directed by the President or Board of the CIREIA.  This includes, but not limited to, conducting surveys, preparing analysis of membership, attendance, goals and objectives, CIREIA operational documents, and the like. The Facilitation Chair also temporarily fills in for extended absence of other officer positions or vacant positions until such positions can be filled.

Section 3.2.9 Legal Affairs Chair.  The Legal Affairs Chair shall collect and advise the Board and membership on general legal matters and actions being taken by local and state and federal regulatory agencies affecting the real estate business and/or the CIREIA membership. Additional responsibilities may include, but not limited to, answering inquiries and questions regarding the laws, regulations, and legislation regarding real estate investing, and instructing the CIREIA membership of ethical standards and legal ramifications of violating local, state or federal real estate laws and statutes.

ARTICLE 4
EMPLOYEES

Section 4.1 The CIREIA Board of Directors shall have the authority to employ staff/employee(s) to fulfill full or part-time positions as deemed necessary by the Board of Directors to conduct the business of the CIREIA. {Also see Section 2.7}  Such staff/employee(s) shall be non-voting members of the CIREIA.

Section 4.1.1 Qualifications. Staff/employee(s) considered for required positions shall be in consideration of experience, training, education, and with knowledge of the CIREIA operations as designated by a written Job Description prepared by the Board of Directors. 

Section 4.1.2  Candidates Hiring Process.  Candidates for named positions determined by the Board of Directors shall be interviewed independently by a minimum of three current CIREIA  Directors.  A unanimous approval by all three participating Directors shall be required for consideration and presentation to the balance of the Board of Directors for final approval.

Section 4.1.3  Salary.  The salary for any such position shall be determined by the Board of Directors.

Section 4.1.4  Approval.  Approval by a majority vote of all the current CIREIA Board of Directors shall be required to employ any such Staff/Employee(s).

ARTICLE 5
E
XECUTIVE DIRECTOR

Section 5.1 The CIREIA shall employ an Executive Director

Section 5.1.1 Duties.   Such Executive Director shall handle the daily activities of the CIREIA, including, but not limited to the following:

Membership oversight

  • Communications
  • Marketing
  • Website management
  • Vendor coordination
  • Special events
  • National REA coordination
  • Special assignments
  • Announcements
  • Scheduling

Section 5.1.2  Salary.  The salary of the Executive Director shall be determined by the Board of Directors.

Section 5.1.3  Voting.  The Executive Director shall be a non-voting position.

Section 5.1.4  Termination.  Termination of the Executive Director for just cause shall be determined by a majority vote of the then current Board of Directors.

ARTICLE 6
COMMITTEES

Section 6.1 The CIREIA shall from time to time make appointments for committees of two types.

Section 6.1.1 Directors Committee. The CIREIA President may designate and/or appoint a

committee(s) composed solely of current Directors for the purpose of reviewing or investigating current operational procedures, alleged insubordination cases, or other matters regarded by the President or any other Director/Officer to specifically affect the operations of the CIREIA or are in violation of these By Laws.

Section 6.1.2 General Committee.  A General committee(s) may be selected or appointed at the discretion of the Board of Directors, to fulfill various tasks, organize functions or events, provide services to the membership, or any other assignments to satisfy the requirements of the membership of the CIREIA. Any committee assignments are fulfilled on a volunteer basis by members in good standing, with no concessions, salary or commission given.  Any such committee shall have a Committee Chairperson.  Such Committee Chairperson shall report to the CIREIA President, or to any other Board member/Officer as designated by the CIREIA President.

Section 6.1.3 Terms of Committee.  Committee members shall be for a term of one year, or until a specific assigned task has been completed to the satisfaction of the committee Lead or the Director in charge.

Section 6.1.4 Vacancies.  Vacancies of any committee shall be selected/appointed in the same manner as designated in 6.1.1 and 6.1.2 above.

Section 6.1.5 Voting Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority vote of the entire committee shall constitute a quorum for approval or rejection.

ARTICLE 7
MEETINGS

Section 7.1 MEETING TYPES. There shall be three (3) types of meetings: Board of Directors/Officers, Annual, and Special.

Section 7.1.1 The Board of Directors/Officers Meetings shall be held on a monthly basis at such times and places and times the Board agrees. All such meetings must have a majority of the current Board members present to conduct business matters.  All acts approved by a majority of the Directors present at the meeting shall be regarded as an act of the CIREIA Board.

Section 7.1.2 An Annual Meeting of the Members of the CIREIA shall be held in the fourth quarter of each year for the purpose of electing Directors/Officers and for the transaction of such matters as may come before the body.   Notice of the Annual Meeting shall be communicated to all members of the CIREIA at least thirty (30) days prior to the meeting. 

Section 7.1.2.1 Majority. The vote of a majority of the CIREIA Members present at an Annual meeting shall be binding upon all Members of the CIREIA.                                                       

Section 7.1.2.2 Agenda. The President of the CIREIA, or designee, shall conduct the election, and bring forth any other matters to come before the body.

Section 7.1.2.3 Proxy Voting. Proxy voting shall be admissible provided such proxy written request is received by the CIREIA current Secretary at least 24 hours before the start of the Annual Meeting.

Section 7.1.3 Special Meeting(s) of the Members of the CIREIA may be called by resolution of at least two current Board of Directors, or upon written petition by a majority of the entire current membership of the CIREIA entitled to vote.  The resolution or petition shall be presented to the President of the CIREIA in writing, and shall state the specific purpose for which the meeting is  to be called.  No other business shall be transacted at a Special meeting except as stated in the resolution or petition. At least ten days prior notice of such Special meeting shall be provided to all Members, and shall be delivered to Members via email, or by telephone if email is not deliverable. No proxy voting shall be admissible for Special Meetings.

Section 7.1.3.1  Majority Vote. The vote of a majority of the CIREIA present at a Special meeting shall be binding upon all Members of the CIREIA.

Section 7.1.3.2 Agenda. The President of the CIREIA shall act as leader of any Special meeting(s) of the CIREIA. The President shall conduct the meeting at the duly designated time and date. The only business to be considered at such a meeting shall be the matter(s) for which such meeting was called, as set forth in the notice of such Special meeting.

Section 7.1.3.3 Minutes. The minutes from any Special Meeting(s) shall be made available to any Member of the CIREIA upon written request to the President of the CIREIA within thirty (30) days of such request.                                                               

ARTICLE 8
RECORDS AND AUDITS 

Section 8.1 Records. The Board of Directors shall keep detailed records of the actions of the minutes of the meetings of the Board of Directors, minutes of the CIREIA Annual and Special Meetings, and financial reports of the CIREIA. 

Section 8.2 Audits.  The financial records and books of account shall be available for examination by any member of the CIREIA upon written request to the President of the Board of Directors.

Section 8.3 Member Reviews. CIREIA Members, in good standing, and upon written request to the CIREIA President, may request and be provided such reports named above for personal review.

ARTICLE 9
MEMBERSHIP DUES 

Section 9.1 Annual Dues.  The Annual dues for membership in CIREIA shall be determined on an annual basis by the Board of Directors based on the approved annual budgetary expenditures of the CIREIA. 

The Board of Directors shall also determine when dues shall be due, and manner of acceptable payment.

Section 9.2  Default.  Should a member fail to pay their annual dues in full and on time for a period of 30 days from the due date, their membership may thereupon be terminated in accordance with Section 1.2 of these By Laws.

ARTICLE 10
AMENDMENTS TO THESE BY-LAWS

Section 10.1 Amendments.   These By-Laws may be modified or amended by a simple majority vote of the Members present at any Annual or Special Meeting, provided that the amendment has been submitted in writing with the call of the meeting.

ARTICLE 11
FISCAL YEAR 

Section 11.1 Fiscal Year. The fiscal year of the CIREIA shall begin on the first day of January in each year, and end on the last day of December next following.

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