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.