Bylaws of Builder - Realty Council of Metropolitan Denver

Revised / Effective Jan. 1, 2017

ARTICLE I

NAME, OFFICE, AND PURPOSE

1.1 Name and Principal Office. The name of this corporation shall be the BUILDER REALTY COUNCIL OF METROPOLITAN DENVER (“BRC”). Its principal office shall be in Denver, Colorado or any such other place as the Board of Directors may designate.

1.2 The Purpose of the BRC is to foster harmony between Builders and Real Estate Professionals, which will be to the benefit of both professions, and to elevate the professional excellence and public acceptance of the real estate industry in general.

ARTICLE II

MEMBERS

2.1 Types of Members. The BRC shall have two classes of members, individual members and non- individual members, both defined in this Article Any reference to members in these Bylaws shall include both individual and non-individual members, unless otherwise specified.

2.2 Individual Members. Individual members shall consist of:

(a) Colorado Real Estate Licensees or REALTORS®

(b) Affiliate Members (only in addition to a non-individual membership as described in these Bylaws).

These individual members shall have no voting privileges. The Board of Directors shall establish membership dues for individual members.

2.3 Non-Individual Members. Non-individual members shall consist of:

(a) Builder/Developer Members

(b) Affiliate Members

Non-individual members shall be any non-individual entity engaged in any aspect of the new home construction and real estate sales industry, whether that entity be a corporation, partnership, limited liability company, joint venture, or otherwise. Each non-individual member may appoint up to two persons within its organization to be the named representatives to the BRC. By providing notice to the BRC, the non-individual member may change the named representatives. These non-individual members shall have no voting privileges. The Board of Directors shall establish membership dues for non-individual members.

2.4 Founding Members. The original founding members of the Builder Realty Council, named herein, Mary-Carole Albi, Ken Johnson, Carol McLaughlin, Linda Philpott, and Barb Riley, shall owe no dues at any time and are considered lifetime members.

ARTICLE III

MEETINGS OF MEMBERS

3.1 Place of Meeting. Annual, regular, and special meetings may be held at any place, either within or outside the State of Colorado, as fixed by the Board of Directors and stated in the notice of such meetings.

3.2 Annual Membership Meeting. The annual meeting of the members shall be held in December each year, at a location, date, and time as determined by the Board of Directors.

3.3 Regular Meetings. Regular meetings of the members shall be held at a location, date, and time as determined by the Board of Directors, but shall be held at least one (1) time per year.

3.4 Special Meetings. Special meetings of the members for any purpose may be called by the President and must be called on the written request, either formally or electronically, of a majority of the Directors in office, or two-thirds (2/3) or more of the Such request shall state the location, date, time, and purpose of such meeting, and must be delivered, via mail or email, to the President not later than thirty (30) days prior to the proposed date of the meeting.

3.5 Notice of Meetings. Written or electronic notice, including email and the BRC’s website, stating the location, date, time, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) nor more than forty-five (45) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each member of the If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the membership rolls of the BRC.

ARTICLE IV BOARD OF DIRECTORS

4.1 General Powers. The Board of Directors shall manage the business and affairs of the Any member elected or appointed to hold office must be a member in good standing.

4.2 Performance and Duties. A Director of the BRC shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve in good faith, in a manner he or she reasonably believes to be in the best interest of the BRC, and with such care as an ordinarily prudent person in a like position would use under similar In performing his or her duties, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in Paragraphs (a), (b), and (c) of this Section 4.2; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall have any liability by reason of being or having been a Director of the BRC. Those persons and not groups on whose information, opinions, reports, and statements a Director is entitled to rely upon are:

(a) One or more officers, employees, or managers of the BRC, whom the Director reasonably believes to be reliable and competent in the matters presented;

(b) Counsel, public accountants, or any other persons as to matters the Director reasonably believes to be within such persons’ professional or expert competence; or

(c) A committee of the Board upon which he or she does not serve, duly designated in accordance with the provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

Number and Qualifications. Each Association of REALTORS® of the Metropolitan Denver area shall be entitled to one (1) liaison on the BRC Board of Directors. Denver area Associations of REALTORS® are:

(d) Aurora Association of REALTORS®

(e) Denver Metro Association of REALTORS®

(f) South Metro Denver REALTOR® Association

Each liaison Director shall be a member or associate member in good standing of his or her respective Board of REALTORS®. The Board of Directors may allow an alternate liaison for a Board of REALTORS®, with the approval of that Board of REALTORS®; however, each Board of REALTORS® will have only one (1) combined vote on the Board of Directors. The name of the alternate liaison must be provided at the January Board of Directors meeting and cannot change during the calendar year without the prior approval of the Board of Directors. For each Director who is a liaison from a Board of REALTORS®, there shall be:

(a) One (1) Director who is a Builder/Developer The Board of Directors may allow an alternate representative for a Director who is a Builder/Developer Member; however, the representatives of such Builder/Developer Member will have only one (1) combined vote on the Board of Directors. The name of the alternate representative must be provided at the January Board of Directors meeting and cannot change during the calendar year without the prior approval of the Board of Directors.

(b) One (1) Director who is an Affiliate The Board of Directors may allow an alternate representative for a Director who is an Affiliate Member; however, the representatives of such Affiliate Member will have only one (1) combined vote on the Board of Directors. The name of the alternate representative must be provided at the January Board of Directors meeting and cannot change during the calendar year without the prior approval of the Board of Directors.

At the discretion of the Board of Directors, there may be an additional number of Directors (“At Large Directors”), which number shall not exceed ½ of the number of all other Directors. At Large Directors shall have all rights and privileges of all other Directors, except as set forth in these Bylaws. Every Director must also be a member of the BRC (or representative of a non-individual member), under the guidelines of Article II above.

The Board of Directors shall consist of fourteen (14) voting positions:

(a) President

(b) Past President

(d) Treasurer

(e) Secretary

(f) Three (3) REALTOR Board Liaison Directors

(g) Three (3) Builder/Developer Directors

(h) Three (3) Affiliate Directors

The Board of Directors shall also consist of non-voting positions, including:

(a) Committee Chairs

(b) REALTOR Board Liaison Alternates

(d) Affiliate Member Alternates

BRC Memberships MUST be current for All Directors, Alternates and Committee Chairs.

REALTOR® Liaison Directors and REALTOR® Liaison Alternates shall be members in good standing of his or her respective Association of REALTORS®. Each REALTOR® Liaison shall have one (1) vote. The Board of Directors may allow an Alternate REALTOR® Liaison to vote on behalf of the Director if such circumstance the Director is unavailable. The name of the Alternate Liaison must be provided at the January Board of Directors meeting and cannot change during the calendar year without the prior approval of the Board of Directors.

It is the express intention of the BRC to continuously be engaged with all Denver-Metro Association of REALTORS®. REALTOR® Liaison Directors and REALTOR® Liaison Alternates are expected to share with their respective Association(s) the events organized by the BRC.

4.3 Appointment and Term of Office. All Directors shall be elected by the Board of A Director who is up for re-election shall not have a vote on his or her own position. Each Director shall hold office for a term of one (1) year. Elections for the Board of Directors shall occur at each November Board of Directors meeting. Should a Director be absent from the November Board of Directors meeting, he or she may submit his or her votes to the President via email prior to the November Board of Directors meeting. Should the number of nominees for Director positions be higher than the specified positions in Section 4.3 above, those receiving the highest number of votes shall be elected. Ballots shall be counted at the November Board of Directors meeting.

4.4 Vacancies. Any vacancy in a position on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors, to complete the term of office for the vacated A Director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of increase in the number of Directors shall be filled by election by the Board of Directors.

4.5 Resignation. Any Director of the BRC may resign at any time by giving written notice, via mail, email, or in person, to the President or the Secretary of the BRC. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more Directors shall resign from the Board effective at a future date, a majority of the Directors then in office, excluding those who have so resigned, shall have power to fill each vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

4.6 Removal. Any Director or Directors of the BRC may be removed at any time, with or without cause, by majority vote of the other Directors at a meeting at which a quorum is present, or in the manner provided in the Colorado Nonprofit Corporation Code.

(a) Any Director missing three (3) of the regular board meetings during his or her term shall be automatically removed from the Board of Directors who have representation, as stated in Section 4.2 above, at a Board of Directors meeting, will not be considered absent from the meeting.

(b) Should a Director no longer meet the member requirements as stated in Article II of these Bylaws, he or she shall be automatically removed from the Board of Directors.

4.7 Committees. The Directors may designate three or more members to constitute BRC as the Board of Directors shall designate and as shall not be prescribed by the Colorado Nonprofit Corporation Code.

4.8 Presumption of Assent. A Director of the BRC who is present at a meeting of the Board of Directors at which action on any BRC matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent of such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail or email to the Secretary of the BRC within twenty-four (24) hours after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE V

EXECUTIVE COUNCIL AND ADMINISTRATION

5.1 Officers and Qualifications. The officers of the BRC shall be President, Past President, President Elect/Vice President, Secretary, and Each officer shall be elected by the Board of Directors from the general members. Such other officers and assistant offers as may be deemed necessary may be elected or appointed by the Board of Directors. No two offices may be held by the same person, except the offices of Secretary and Treasurer, which may be held simultaneously by the same person. All officers must be members of the Board of Directors and shall remain on the Board of Directors during their tenure as an officer. The person who served as President Elect/Vice President shall serve as President during the term following his or her term with no election to fill the post of President required. The position of President and President Elect/Vice President may include a Builder, REALTOR® or Affiliate.

5.2 Election and Term of Office. The Officers of the BRC shall be elected annually by the Board of Directors at the annual meeting of the Board of Each officer shall hold office for a term of one year or until he or she shall resign or have been removed in the below stated manner.

5.3 Removal. Any officer may be removed by the Board of Directors whenever in its judgment, the best interest of the Corporation will be served, but such removal shall be without prejudice to the contract rights of the person Election or appointment of an officer shall not create contract rights.

5.4 Vacancies. A vacancy in an office because of death, resignation, removal or disqualification shall be filled by the Board of Directors for the expired portion of the term.

5.5 President. The President shall be the presiding officer and shall preside at the meetings of the Members, the Board of Directors, and the Executive Committee. The President shall be the official spokesperson of the BRC in matters of public policy. The President shall appoint all members of the Nominating, Bylaws and Grievance Committees and shall be an ex-officio member of all committees; and shall perform all other duties usual to such office. The President shall relinquish all official records pertaining to the office of the President to the successor upon the expiration of the office’s term. The President may sign any instruments which the Board of Directors has authorized to be executed. Specific duties of the President shall be outlined in the Bylaws Appendices.

5.6 President Elect/Vice President. The President Elect/Vice President shall, in the absence of the President or upon the President’s direction, perform all of the duties of the President. The President Elect/Vice President shall succeed the Presidency and be elected President at the annual election. The President Elect/Vice President shall also serve on the Executive Committee. Specific duties of the President Elect/Vice President shall be outlined in the Bylaws Appendices.

5.7 Treasurer. The Treasurer shall be responsible to the BRC for an accounting of all monies collected and disbursed by the BRC and shall render a monthly report to the Board of Directors. The Treasurer shall also serve on the Executive Committee and as the Chairman of any such Finance and Budget Committee. Specific duties of the Treasurer shall be outlined in the Bylaws Appendices.

5.8 Secretary. The Secretary shall keep a record of all official proceedings of the BRC and the Board of Directors, including the reports from any Special Committee The Secretary shall also serve on the Executive Committee. Specific duties of the Secretary shall be outlined in the Bylaws Appendices.

5.9 Administration. The Board of Directors shall have the power to employ a Contractor to perform the administrative duties of the The Contractor shall be compensated at a rate the Board of Directors deems fair and reasonable. It shall be the duty of the Contractor to supervise staff and perform such other duties as may be delegated by the Board of Directors, the Executive Council or the President. The Contractor shall be empowered to employ adequate staff to carry on the business of the BRC, at the cost of the Contractor. Any additional compensation must be deemed fair and reasonable by the Board of Directors within the limitations of the annual budget.

Article VI

VOTING

6.1 Quorum. A quorum of the voting members shall consist of 67% of the voting

6.2 Voting. One (1) voting member must make a motion to formally approve a decision by the board. A second voting member must then second the motion to formally approve a decision by the board. Upon such second motion, a vote of approval will go before the board. A majority of the quorum present must vote in favor of the decision for the decision to pass.

6.3 Roberts Rules of Order shall govern when These rules shall not be inconsistent with the BRC bylaws or any other special rules of order that may be adopted.

ARTICLE VII

FINANCE

7.1 Collection and Disbursement. Dues and other monies collected by the BRC shall be placed in a depository selected by the Executive Committee and payments from the funds of the BRC shall be made upon execution of an instrument bearing the signature of any of the following: President, Treasurer, Immediate Past President, and/or any other person so authorized in writing by the Board of In some cases deemed appropriate by the Board of Directors (2) signatures may be required.

7.2 See Appendix for guidelines regarding spending approvals.

7.3 Budget. The Board of Directors shall adopt a budget for each fiscal year and the BRC shall function within the constraints of such budget.

7.4 See Appendix for guidelines regarding spending approvals.

7.5 Accounting. The BRC and/or any authorized agents on behalf of the BRC shall provide a monthly accounting on income collected and expenses paid by the BRC.

7.6 Bonds. Officers and members of the staff handling the funds of the BRC may be required to furnish a fidelity bond at the expense of the BRC in such amount as the Board of Directors shall determine.

7.7 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the BRC, within the guidelines established by the Board of Directors and such authority may be general or confined to specific instances.

7.8 See Appendix for existing contracts.

7.9 Loans. No loans shall be contracted on behalf of the BRC, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors (i.e. credit cards). Such authority may be general or confined to specific instances.

7.10 Audits. From time to time, there will be a periodic review of the finances by an independent Certified Public Accountant as decided upon by the Executive Committee.

ARTICLE VIII

FISCAL YEAR

8.1 Fiscal Year. The fiscal year of the Corporation shall end on the last day or December in each calendar year.

ARTICLE IX

WAIVER OF NOTICE

9.1 Waiver of Notice: Whenever any notice is required to be given under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Colorado Nonprofit Corporation Code, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice.

ARTICLE X

AMENDMENTS

10.1 Amendments: These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a two-thirds (2/3) majority of the Directors present at any meeting of the Board of Directors of the Corporation at which a quorum is present.

ARTICLE XI

STANDING COMMITTEES

11.1 Executive Committee. There shall be an Executive Committee of the BRC, which shall be composed of the President, who shall be the Chairman, President-Elect /Vice President, Past President, Treasurer, and This Committee shall conduct the affairs of the BRC in accordance with the Bylaws, polices, and instructions of the Board of Directors. It shall be the policy and steering Committee of the BRC, shall be responsible establishing a budget for financing the BRC and for all matters of policy and public statement, subject to approval of the Board of Directors. This Committee shall meet upon the call of the President, the Board of Directors or any 3 of its members requesting a meeting in writing. A majority of its members shall constitute a quorum

11.2 Finance Committee. The Finance Committee shall be composed of the members of the Executive Committee and shall meet upon call of the Chairman. Three members shall constitute a quorum. This committee shall be charged with raising the funds to insure the proper functioning of the BRC’s staff and activities. The Treasurer shall be the Chairman of this committee.

11.3 Other Committees. There shall be such other committees as may be designated by the Board of Directors or Executive Committee, the number of which shall be appointed by the Where the President does not appoint complete personnel, then subject to the approval of the Board of Directors each committee chairman shall appoint the members of his committee.

APPENDIX

Board of Directors Position Descriptions (all positions – executive, board-voting and non voting committee chair positions)
1. Documents labeled with effective date of board approval

Finance Rules
1. Documents labeled with effective date of board approval
2. Supporting documents

Contracts
1. Documents labeled with effective date of board approval

Historical Archiving Procedures (Storage, Access and Retrieval)
1. Meeting Minutes
2. Committee Documents
3. Outdated contracts
4. Financial Documents (see Finance Rules)
5. Other important documents
  1. Bylaws – original
  2. Membership Lists/ Membership Flyers
  3. Other event /education or activity flyers and documents not part of committee documents

Revised, Updated & Approved November 10, 2016 by the Board of Directors