BOMA By-laws


ARTICLE I

SECTION I. NAME

a) The name of this corporation shall be the "Building Owners and Managers Association of Georgia, Inc." herein known as the Association.


ARTICLE II

SECTION I. PURPOSE

a) The purpose of this organization is to enhance the intellectual and physical assets of the commercial real estate industry through advocacy, education, research, standards and information.


ARTICLE III

SECTION 1. FEDERATION

a) The Association is a Federated Association of Building Owners and Managers Association International. Property and Facility Manager members of the Association, along with principal Allied representatives, become members of BOMA International.


ARTICLE IV

SECTION 1. CLASSES OF MEMBERSHIP

a) Membership in the Association is by company. Companies eligible for membership in the categories of Property Manager, Additional Property Manager, Facility Manager, Additional Facility Manager, Allied, and Additional Allied include:

1.    Those engaged in commercial, company or government real estate ownership, investment, management, leasing/marketing and associated disciplines, and

2.    Those that supply goods or services used in the construction or operation of the commercial real estate industry.

Member companies shall designate one representative (the principal member) to fulfill the membership. Such designation shall be in writing submitted to the chief executive officer. Additional representatives may be named, but only the principal member may vote on behalf of the company.

b) In addition to company membership, there are two classes of individual membership: Student and Honorary.

SECTION 2. PROPERTY MANAGER REPRESENTATIVES

a) A property manager representative shall be someone working for a member company as owner, investor, developer, manager, leasing/marketing representative or associated disciplines, located within the service area of the Association.

b) In the event that the property manager representative leaves the member company for any reason, the member company may name a new principal representative by providing the name in writing to the chief executive officer. The member company shall not forfeit membership through the term for which it has paid simply because it has not named a representative.

c) A property manager additional representative shall have the same requirements as a property manager representative but serves as an additional individual from a member company. A property manager additional representative shall not exist in the absence of a property manager representative.

d) In the event that the property manager additional representative leaves the member company for any reason, the member company may name a new additional representative.

e) Property manager representatives may vote, hold office and enjoy all other privileges of membership. Additional property management representatives may hold office and enjoy the same privileges of membership other than voting.

SECTION 3. FACILITY MANAGER MEMBERS

a) A facility manager representative shall be someone working for a member company with responsibility or interest in management of a company owned and occupied property or a representative of a lessee of office space of substantial amount, located within the service area of the Association.

b) In the event that the facility manager representative leaves the member company for any reason, the member company may name a new principal representative. The member company shall not forfeit membership through the term for which it has paid simply because it has not named a representative.

c) A facility manager additional representative shall have the same requirements as a facility manager representative but serves as an additional individual from a member company. A facility manager additional representative shall not exist in the absence of a facility manager representative.

d) In the event that the facility manager additional representative leaves the member company for any reason, the member company may name a new additional representative.

e) Facility manager representatives may vote, hold office, and enjoy all other privileges of membership. Additional facility management representatives may hold office and enjoy the same privileges other than voting.

SECTION 4. ALLIED MEMBERS

a) An allied representative shall be someone who works for a company that provides goods or services used in the construction or operation of the office building industry.

b) In the event that the allied representative leaves the member company for any reason, the member company may name a new principal representative. The member company shall not forfeit membership through the term for which it has paid simply because it has not named a representative.

c) An additional allied representative shall have the same requirements as an allied representative but serves as an additional individual from a member company. An additional allied representative shall not exist in the absence of an allied representative.

d) In the event that the additional allied representative leaves the member company for any reason, the member company may name a new additional representative.

e) Allied representatives may vote and enjoy all other privileges of membership other than holding office, although allied members are eligible to serve on the Board of Directors. Additional allied representatives enjoy the same privileges of membership but may not vote or hold office.

SECTION 5. HONORARY MEMBERS

a) Honorary Membership may be awarded any person who has rendered distinguished service to the Association or to the industry this Association represents, upon nomination by a director or member and an affirmative vote of the Board of Directors. Honorary members are not entitled to vote or hold office in the Association.

SECTION 6. STUDENT MEMBERS

a) Student membership shall be open to persons with an interest in property management and actively enrolled in any accredited institution of higher education. Student members may not be engaged in current full-time employment with a real estate company or a company that provides products or services to the industry.  Student members may not vote, hold office, or serve on the board of directors. No person shall qualify for student membership for more than four years, consecutively or non-consecutively. Any person who has previously been a member of the Association is not eligible for student membership. 

SECTION 7. UNEMPLOYED MEMBERS

a) Any principal or additional representative who becomes unemployed at any point in the year after dues have been paid will be kept on the membership rolls through the end of the current dues year. These members will enjoy all benefits of membership but will pay for events on a fee schedule determined by the Board and will not be able to vote. They will be able to maintain any offices or committee positions they hold. Once these members become employed again, their membership must be restored through payment of dues within one month or their membership will lapse. Members who become unemployed during the last quarter of the dues year may have their memberships extended for the next dues year at the discretion of the Executive Committee. 



SECTION 9. APPLICATION, QUALIFICATION, RESIGNATION

a) Application for membership shall be made on a form prescribed by the board of directors and signed by the applicant. Membership is not transferable or assignable.

b) Applicants qualify for membership upon submission of the application for membership and payment of total annual dues.

c) A member shall cease to be a member upon delivery of a written resignation to the Directors. Under no circumstances shall there be a refund of dues.

SECTION 10. CENSURE, SUSPENSION, REINSTATEMENT

a) Upon receipt of a written complaint, the Board of Directors, by a two-thirds vote, may censure, suspend, or expel any member for conduct harmful to the Association. No member shall be expelled without due process and the member involved shall be entitled to appear before the Board or a committee as designated by the Board to answer the complaint. The member against whom the complaint was filed shall be notified in writing, at least thirty (30) days prior to any meeting at which the complaint will be considered. The written notice must include the nature and substance of the matter upon which the complaint is based.

b) Members with unpaid dues may be suspended and expelled.  Members with unpaid dues over forty five  (45) days old shall be suspended. If dues remain unpaid, the member will be expelled thirty (30) days after the end of the suspension period. Not withstanding the requirement of this subsection, the directors shall have the power, by majority vote of all directors, to extend the time required for payment, and to suspend the procedures for suspension and expulsion.

c) Members suspended solely on grounds of failure to pay dues may be reinstated, at any time, on payment of all such outstanding dues. The Board of Directors, however, shall have the power to assess a penalty not greater than the outstanding dues amount when dues are more than one hundred eighty (180) days in arrears.

d)  Members that have been suspended or expelled may not vote or serve on the Board or any committee.  Resignation, suspension, or expulsion from membership shall not relieve the member or former member from liability for any unpaid dues or other duly assessed fees or charges.  To reapply for membership, all back dues must be paid in full before membership may be approved, except as determined by the Board of Directors.


ARTICLE V

SECTION 1. DUES AND SERVICE FEES

a) Membership dues and fees for all classes of membership shall be set by the Board of Directors. b) Honorary members shall be charged no membership dues, but may be required to pay appropriate fees as determined by the Board of Directors.

SECTION 2. PAYMENT OF DUES

a) Dues shall be assessed on an annual basis, the fiscal year beginning January 1, and concluding December 31, and shall be payable on January 1, of each year. There shall be no refunds of annual dues paid. Dues of members joining during the year will be prorated on a schedule approved by the Board of Directors.


ARTICLE VI

SECTION 1. SERVICE AREA

a) The geographical area of this Association for purposes of membership services and federation with BOMA International shall be the state of Georgia.


ARTICLE VII

SECTION 1. MEETINGS OF THE MEMBERS, NOTICES, ACTION OF THE MEMBERS, QUORUMS

The Board of Directors will determine the date, time and place for meetings of the members. At least one meeting of the membership shall take place annually at which officer and Board elections take place and the president and treasurer will provide annual reports, and another at which newly elected officers and Board members will be installed.

All members shall be notified not less than 30 days  in advance via first class postal mail or electronic means as to their date, time, and location of all meetings. A written or electronic notice shall include a list of business expected to come before the meeting.

Unless 20 percent or more of the members are present in person, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. A quorum for all meetings shall consist of a majority of voting member representatives present.

The act of a majority of the voting members present at a meeting at which a quorum is present shall be the act of the voting members, unless the act of a greater number is required by law or by these bylaws.

A special meeting shall be called if at least 20 percent of the members sign, date and deliver to the President a demand in writing or by electronic transmission for a meeting describing the purpose or purposes for which it is to be held.

SECTION 2. VOTING PRIVILEGES, , BALLOTS

a) Member entities shall be entitled to cast one vote only. Such vote shall be cast by the Principal Representative, or in his or her absence, an Additional Representative. Proxies are not allowed at any meeting of the Association, or its committees.

b) Any action that may be taken at any meeting of the members may be taken by written ballot without a meeting, if the Association delivers a ballot in writing or by electronic transmission to every member entitled to vote on the matter. A ballot shall:

1) Set forth each proposed action; and

2) Provide an opportunity to vote for or against each proposed action.

c) Approval by ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

d) All solicitations for votes by ballot shall:

1) Indicate the number of responses needed to meet the quorum requirements;

2) State the percentage of approvals necessary to approve each matter other than election of directors; and

3) Specify the time by which a ballot must be received by the Association in order to be counted.

SECTION 3. BYLAWS AMENDMENTS

Any alterations, amendments, or repeal and replacement to the Bylaws must be adopted by a two-thirds vote of the Directors, present at any regular meeting or at any special meeting where a quorum is present, if at least seven days' written notice is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.


ARTICLE VIII

SECTION 1. ASSOCIATION MANAGEMENT, BOARD OF DIRECTORS

a) Effective January 1, 2019, the management of the Association shall be vested in a Board of Directors consisting of a president, a president- elect, vice president, the immediate past president, and eleven (11) at-large directors. At-large directors shall consist of Representatives of Property or Facility Members plus two (2) representatives of allied members, and as many as one (1) non-member who is a real estate industry stakeholder. All shall be duly nominated and elected at a meeting of the membership, except as may be stated herein.

Effective January 1, 2020, the management of the Association shall be vested in a Board of Directors consisting of a president, a president- elect, vice president, the immediate past president, and ten ( 10) at-large directors. At-large directors shall consist of Representatives of Property or Facility Members plus two (2) representatives of allied members, and as many as one (1) non-member who is a real estate industry stakeholder. All shall be duly nominated and elected at a meeting of the membership, except as may be stated herein.b) The Board of Directors is the governing body of the Association, responsible for the successful conduct of the Association' s affairs. While it may delegate powers and responsibilities, authority for all official actions not specifically excluded or directed by these laws shall reside with the Board of Directors.

SECTION 2. ELECTION OF OFFICERS AND DIRECTORS TERMS, VACANCIES

a) The president elect and vice president shall be elected by the members.

b) Officers shall serve a one (1) year term, which shall run from the date of installation of officers, to Dec. 31 or until duly elected successors have been elected and installed, whichever is later.

c) Vacancies in any office may be filled for the balance of the term by the Board of Directors.  Such appointment, if for more than six (6) months, shall be deemed one (1) year for the purposes of reelection to the same office.

d) The president-elect shall automatically succeed to the position of president upon the expiration of the president's term. The president shall automatically succeed to the position of immediate past president upon the expiration of the term as president.

e) At-large directors shall serve a two (2) year term, which shall run from the date of installation to Dec. 31 of the next year, with the exception of a non-member real estate industry stakeholder at-large director, who shall serve a one (1) year term, which shall run from the date of installation to Dec. 31 of the current year. Election shall be held so that five directors are elected in each year. Vacancies on the board may be filled for the balance of the term by the remaining Board members. Such appointment, if for more than six (6) months, shall be deemed one (1) year for the purposes of reelection.

SECTION 3. DUTIES OF THE PRESIDENT

a) The president shall be the Association's chief elected officer and, subject to any specific direction of the Board of Directors, shall, in consultation with the president-elect, vice president,  and immediate past president (as an Executive Committee), exercise general control and management of the Association. The chief executive officer shall serve as an ex-officio, non- voting member of the Executive Committee and the Board.

b) The President shall preside at all meetings of the Association, serve as chairman of the Board of Directors.

c) The President shall appoint all committee chairs and vice chairs..

d) The President shall submit to the members at the Annual Meeting a full report of work accomplished and results achieved during the preceding twelve (12) months, reporting all matters that are of interest to the Association.

SECTION 4. DUTIES OF THE PRESIDENT-ELECT

a) The president-elect shall perform such duties as the president or the Board of Directors may designate, and in the absence or inability of the President to serve, shall perform the duties of the President.

SECTION 5. DUTIES OF THE  VICE PRESIDENT AND IMMEDIATE PAST PRESIDENT

a) The Vice President and Immediate Past President shall serve as members of the Executive Committee.

SECTION 6. Chief executive officer

a) The Board of Directors shall have the authority to employ a chief executive officer. This executive shall be responsible for the conduct of all operations and shall direct and promote the activities and projects assigned and perform such other duties as may be delegated by the Board. Subject to the Board's jurisdiction, and within limits of the appropriation for salaries and operating expenses in the annual budget, the chief executive officer shall have the authority to employ such additional assistance as the volume of work may require. The title of this officer shall be chief executive officer.

b) The chief executive officer shall keep fully advised as to all matters pertaining to the industry and the activities in which the Association and its members are engaged and shall make every effort to develop new fields of activity. When directed by the Board or the President, the chief executive officer shall represent the Association in meetings with other associations or conferences and in every way foster the interests of the Association. The chief executive officer will work closely with the Board of Directors, officers, committees and members and will be subject to an annual review by the Executive Committee. Based on the annual review, the officers shall act as a Compensation Committee to determine appropriate compensation within the annual budget they recommend for Board approval.

c) The chief executive officer shall be responsible for staff performance evaluation and shall set staff compensation provided for within the budget approved by the Board of Directors.

d) The chief executive officer shall be the custodian of all funds belonging to the Association, depositing all monies and other valuable effects in the name of and to the credit of the Association in such depositories as may be designated by the Board of Directors or Executive Committee and keep a full, accurate and current accounting of all funds belonging to the Association. 

e) The chief staff officer shall have charge of receipts and disbursement of funds belonging to the Association and shall deposit or cause to be deposited all moneys of the Association in the name and to the credit of the Association in such depository as shall be designated by the Board.

f) The chief staff officer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the Association.

g) The chief staff officer shall be responsible for accounts of the Association's assets, liabilities, receipts and disbursements.

h) The chief staff officer shall keep or cause to be kept a faithful record of monetary transactions of the Association and shall make or cause to be made a financial report at least quarterly to the Board.

i) The chief executive officer shall hold an ex-officio, non-voting seat on the Executive Committee and Board of Directors. The chief executive officer will act as corporate secretary, keeping accurate record of proceedings and giving notice of meetings.

SECTION 7. COMMITTEES

a) There shall be committees as determined by the Board of Directors. Chairpersons and vice chairpersons of each committee shall be appointed by the President. The president may appoint, with the approval of the Board of Directors or Executive Committee, additional committees and task forces to address specific questions or complete specific programs.

b)The Nominations Committee shall be a standing committee and select candidates for officers and directors and report their names to all members in writing at least thirty (30) days prior to the Annual Meeting or the meeting at which elections are to be held. The Nominations Committee shall be chaired by the immediate past president. If the immediate past president is unwilling or unable to serve as chair, the president shall appoint another past president to serve as chair. There shall be four other committee members. The chair will submit a list of names to the board for approval. At least one of those four shall be a sitting board member, and at least one shall be someone who is not currently on the Board. There shall be no nominations from the floor. c) The Executive Committee shall serve as an Audit Committee, and shall be responsible for an annual audit or review to be conducted by a Certified Public Accountant qualified in his or her field and approved by the Board of Directors or Executive Committee. The review or audit shall encompass all financial operations of the Association.

 

SECTION 8. BOMA TECHNICAL ORGANIZATION

a) Within the Association, there shall be a BOMA Technical Organization (BTO), which shall serve as a forum for networking and education for individuals working in the operation and maintenance of commercial, industrial, retail, hotel, and office buildings such as general mechanics, lead mechanics, building engineers.

 b) The board of directors shall establish a rate of payment for individuals to participate in the BTO. The Association may refer to the payment as dues, and individuals for whom payment is made as BTO members. BTO membership shall be retained by the company paying the fees. BTO members are not members of the Association. Benefits of BTO membership shall be determined by the board of directors.

 


ARTICLE IX

SECTION 1. SERVICES, LIABILITY, DISSOLUTION

a) The consideration for services rendered the Association by any and all members shall be the benefit derived from membership in the Association. No compensation shall be paid for any such service except by special arrangement authorized by the Board of Directors in advance.

b) With the exception of payment of dues as provided in these bylaws, no member shall by reason of membership in the Association be liable in any matter pertaining to or growing out of membership in the Association.

c) The Association shall use its funds only to accomplish the objectives and purposes specified in the Association’s articles of incorporation and these bylaws, and no part of such funds shall inure or be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one more regularly organized and legally qualified charitable, educational, scientific, or philanthropic organizations selected by the Board of Directors.


ARTICLE X

SECTION I. PARLIAMENTARY AUTHORITY

a) Robert's Rules of Order, Newly Revised shall be the authority governing Association meetings when not in conflict with these bylaws or amendments.

SECTION 2. RATIFICATION

a) These bylaws shall become effective from the date of adoption by the Association at a duly called meeting of members. Adoption shall revoke and annul any bylaws heretofore adopted.

ARTICLE X

SECTION I. INDEMNIFICATION

Any present or former Director, officer, employee, or agent of the Association, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified (including advances against expenses) by the Association against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a Director, officer, employee, or agent, to the extent authorized by the Board of Directors, except as may be limited by law.  No indemnification or advance against expenses shall be approved by the Board or paid by the Association until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.