BYLAWS of MASSACHUSETTS BOARD OF REAL ESTATE APPRAISERS, INC.
Adopted November 21, 2007Amended March 19, 2008
November 21, 2007
Section 1.1 Name. The name of this corporation shall be Massachusetts Board of Real Estate Appraisers, Inc., and shall herein be referred to as "the corporation."
Section 1.2 Offices. The principal office of the corporation shall be determined by the board of trustees. The corporation may also have offices at such other places as the corporation may require.
Section 1.3 Fiscal Year. The fiscal year of the corporation shall begin on January 1 and end on the following December 31 of each year.
Statement of Purposes
The corporation is organized for the purposes of promoting the highest quality real estate appraisal services and improving business conditions in the real estate appraisal profession as a whole. Such purposes include, without limitation, promoting and advancing the practice and science of appraising real estate through research and education; promoting and maintaining high standards and ethics among appraisers of real estate; setting qualifications, examining, and designating appraisers of real estate; and promoting the use of designated appraisers by the public-at-large. For purposes of these Bylaws, real estate shall be construed to mean the same as real property as defined in USPAP. The corporation may, as permitted by law, engage in any and all activities in furtherance of, related to, or incidental to these purposes, including the making of distributions, which may lawfully be carried on by a corporation formed under Massachusetts General Law Chapter 180, and which are not inconsistent with the corporation's qualification under Section 501(c)(6) of the Internal Revenue Code or corresponding section of any future tax code.
Section 3.1 Members. The corporation shall have such classes and categories of members as the board of trustees shall determine. The manner by which members are qualified and admitted to membership shall be determined by the board of trustees.
Section 3.2 Powers and Rights of Members. The members, by majority vote except as otherwise required by law, shall have the following powers and rights of the corporation: to elect trustees of the corporation as provided in Article 4.2 of these bylaws; to approve certain amendments to these bylaws as set forth in Article 13; to approve the sale or other disposition of all or substantially all of the property of the corporation; such other powers and rights as are vested in members by law, by the Articles of Organization and by these bylaws; and such other powers and rights as the board of trustees may designate.
Section 3.3 Meetings of Members. There shall be an annual meeting of the members with the date, time and place determined by the board of trustees. The board of trustees or ten (10) members may call a meeting of members, other than the annual meeting, by notifying the board of trustees in writing, including the purpose for the meeting. Upon receipt of said notice, the board of trustees shall, at least seven (7) days in advance, notify the members of the date, time and location of the meeting. The president shall preside at all member meetings.
Section 3.4 Quorum and Action at Meetings of Members. Those members present shall constitute a quorum for the transaction of business at any meeting of the members. The vote of a majority of those present shall decide any matter, unless a different vote is specified by law. Proxy voting at meetings of members shall not be permitted nor shall attendance by proxy be counted toward a quorum.
3.4.1. Meetings by Remote Communication. Members may vote in elections or on any matter presented by the Board of Trustees where the votes are submitted in writing by postal or other delivery or by electronic means and a quorum participates.
Section 3.5 Waiver of Notice for Meetings of Members. The notice requirement for a meeting, as provided for in Section 3.3 of these bylaws, may be waived in writing by a member either before or after the meeting. Attendance at a meeting by a member shall be deemed to be a waiver by the member of notice unless the member specifically objects to lack of notice at the time the meeting is called to order.
Section 3.6 Resignation and Removal of Members. Any member may resign as such at any time by written notice to the clerk of the corporation. Any member may be removed as a member of the corporation, with or without assignment of cause, by a vote of two-thirds of the entire board of trustees. No member shall be removed from the corporation unless the notice of the meeting at which removal is to be considered states such purpose and the member whose removal is sought is given the opportunity to be heard at such meeting.
Board of Trustees
Section 4.1 Authority. The business and affairs of the corporation shall be controlled and governed by the board of trustees, which shall have the right to exercise all powers of the corporation that are not expressly reserved to the members of the corporation in Article 3.2 of the these Bylaws.
Section 4.2 Election and Composition. The number of elected and voting trustees shall be fixed by the trustees but shall not be less than seven (7) nor exceed seventeen (17). The maximum number of seventeen (17) trustees shall include the officers of the corporation (set forth in Article 5.1 below) and the immediate past-president of the board of trustees, but shall not include the executive vice president, who serves ex officio without voting rights. Trustees shall be elected by the members at the annual or other meeting of members. Trustees shall hold office until the expiration of their term of office.
Section 4.3 Terms of Office. The term of office of trustees shall be three yearsand shall be staggered so that approximately one-third of the total number of trustees shall be elected each year. Terms of office shall commence upon election. Trustees whose terms are expiring may be re-elected, subject to the term limits set forth below, but it shall not be necessary each year to re-elect trustees whose terms are not expiring.
Section 4.4 Term Limits. Trustees shall serve no more than two consecutive terms, but may be eligible for re-election as trustees one year after the expiration of the second three-year term. However, the two-term limit shall not apply to the executive vice president, who serves in a continuing ex officio capacity.
In addition, the two-term limit shall not apply to anyone serving as an officer of the corporation, as defined in Section 5.1 of these bylaws, or to the immediate past-president who, after completion of two terms may remain as a trustee in order to serve a one-year term as immediate past-president.
At the time an officer who has served on the board of trustees for longer than two consecutive three-year terms ceases to be an officer, his or her service as a trustee will also terminate.
Any officer may be eligible for re-election to the board one year after he or she has no longer served in such capacity as an officer.
The immediate past-president may be eligible for re-election to the board of trustees one year after completion of his or her term as immediate past-president.
Section 4.5 Meetings. The board of trustees shall hold an annual meeting each year and may elect the time and place for annual, regular, and special meetings of the board.
Special meetings of the board of trustees may be called by the president of the board, or by a majority of the members of the corporation or a majority of the trustees then in office, by giving notice, of the date, time, and purpose of such meeting, to all trustees at least three (3) days in advance of such meeting.
Notice of all meetings in which an amendment to these Bylaws is to be considered shall also contain a statement of the exact wording of the proposed Bylaw amendment.
Section 4.6 Quorum and Voting. A majority of the board of trustees shall constitute a quorum for the transaction of any business at any meeting of the board. A majority of those trustees present shall decide any matter unless a different vote is specified by law, the Articles of Incorporation, or these Bylaws. A trustee may neither attend a meeting by proxy nor vote by proxy.
Section 4.7 Meetings by Remote Communication. One or more trustees may attend any annual, regular, special, or committee meeting of the board through telephonic, electronic, or other means of communication by which all trustees have the ability to fully and equally participate in all discussions, and vote on a substantially simultaneous basis. Such participation shall constitute presence in person at such meeting.
Section 4.8 Action Without a Meeting. Any action required or permitted to be taken at any board meeting may be taken without a meeting if a consent in writing, setting forth the action as taken, shall be signed by all of the trustees with respect to such subject matter. Such consent, which may be signed in counterparts, shall have the same force and effect as a vote of the board of trustees.
Section 4.9 Waiver of Notice for Meetings. The notice requirement for a meeting, as provided for in Section 4.5 of these bylaws, may be waived in writing by a trustee either before of after the meeting. Attendance at a meeting by a trustee shall be deemed to be a waiver by the trustee of notice unless the trustee specifically objects to lack of notice at the time the meeting is called to order.
Section 4.10 Committees. The board of trustees may create such standing and special committees as it determines to be in the best interest of the corporation. The board of trustees shall determine the duties, powers, and composition of such committees, except that the board shall not delegate to such committees those powers which by law may not be delegated.
Each such committee shall submit to the board of trustees at such meetings as the board may designate a report of the actions and recommendations of such committees for consideration and approval by the board of trustees.
Any committee may be terminated at any time by the board of trustees.
Section 4.11 Executive Committee. There shall be an executive committee which shall be composed of the president, vice president, treasurer, clerk, immediate past-president, and the executive vice president, serving ex officio without vote.The executive committee shall perform such duties and carry out such responsibilities as may be referred to it by the board of trustees, to the extent permitted by law, and shall be responsible for overseeing personnel matters, including providing performance reviews of the executive vice president of the corporation. The delegation of authority to the executive committee shall not operate to relieve the board of trustees or any trustee from any responsibility imposed by law.
Section 4.12 Compensation. Trustees as such shall not receive any salaries for their services on the board, but trustees shall not be precluded from serving the corporation in any other capacity and receiving reasonable compensation.
Section 4.13 Vacancies. Any vacancy occurring in the board of trustees shall be filled by the members. A trustee elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 4.14 Resignation. Any trustee may resign by delivering a written resignation to the corporation at its principal office or to the president or clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.
Section 4.15 Removal. Any trustee may be removed, with or without assignment of cause, by a vote of three-fourths of the entire board of trustees at any meeting of the trustees. No trustee shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose and the trustee whose removal is sought is given the opportunity to be heard at such meeting.
Section 5.1 Officers. The elected officers of the corporation shall be a president, vice president, treasurer, clerk and such other officers as may be elected in accordance with the provisions of this Article. The board may appoint an executive vice president as provided for in Section 5.9.
Section 5.2 Election. The officers of the corporation shall be elected annually by the board of trustees and from among the board of trustees at the annual meeting of the board. Each officer shall hold office until a successor shall have been elected and qualified.
Section 5.3 Vacancies. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the board of trustees for the unexpired portion of the term.
Section 5.4 Removal. Any officer may be removed, with or without assignment of cause, by a majority vote of the entire board of trustees at any meeting of the board of trustees. No officer shall be removed from office unless the notice of the meeting, at which removal is to be considered, states such purpose and opportunity to be heard at such meeting is given to the officer whose removal is sought.
Section 5.5 President. The president of the board shall be required to hold a designation from the corporation. The president shall preside at all meetings of the board of trustees. The president shall perform all duties incident to the office of president of the board and such other duties as may be prescribed by the board of trustees from time to time.
Section 5.6 Vice President. There shall be a vice president of the board who shall be required to hold a designation from the corporation. The vice president shall have such powers and perform such duties as shall be designated by the board of trustees. In the absence or disability of the president, the vice president shall assume all powers and perform all the duties of the president until such time as the board of trustees shall otherwise direct.
Section 5.7 Treasurer. The treasurer, or other proper officer or agent of the corporation authorized by the board of trustees, shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipt for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of trustees; and in general perform all of the duties incident to the office of treasurer and such others as may from time to time be assigned by the board of trustees.
Section 5.8 Clerk. The clerk, or other proper officer or agent of the corporation authorized by the board of trustees, shall keep the minutes of the meetings of the board of trustees in one or more books provided for that purpose; ensure that all notices are given in accordance with the provisions of these bylaws; be custodian of the corporate records; and in general perform all such duties as may from time to time be assigned by the board of trustees.
Section 5.9 ExecutiveVice President. The executive vice president shall direct the affairs and manage the daily activities of the corporation. The executive vice president shall be selected by the board of trustees and shall perform such duties as are incident to the office of executive vice president and such other duties as from time to time may be assigned by the board of trustees. The executive vice president shall serve on the board of trustees ex officio without vote.
Section 6.1 Contracts. The board of trustees may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined by specific instances.
Section 6.2 Indebtedness. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or agent of the corporation as from time to time may be determined by the board of trustees. In the absence of such determination of the board, such instruments shall be signed by the treasurer of the corporation.
Section 6.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of trustees shall select.
Section 6.4 Contributions. The board of trustees may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
Books and Records
The corporation shall keep at the principal office of the corporation correct and complete books and records of account; minutes of the proceedings of board of trustees; and a register of the names and addresses of the trustees of the corporation. All books and records of the corporation may be inspected by any trustee, or agent or attorney thereof, for any proper purpose at any reasonable time.
Restrictions on Activities
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation. Except to the extent permitted by the Internal Revenue Code, the corporation shall neither participate nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, neither the corporation nor any trustee, officer, employee, agent, or any other representative of the corporationshall carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code.
In the event of dissolution of the corporation, the board of trustees shall, after paying or making provisions for the payment of all of the liabilities of the corporation to the extent assets of the corporation permit, dispose of all the assets of the corporation exclusively for the purposes of the corporation, as the board of trustees shall determine, in such manner as required by section 501(c)(6) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with Massachusetts General Law Chapter 180.
Conflicts of Interest
Whenever a member, trustee or officer has a financial or personal interest in any matter coming before the board of trustees, the affected member, trustee or officer shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested trustees determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
No officer, trustee, member, or employee of the corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer, trustee, or member notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer, trustee, or member to the extent that such liability is imposed by applicable law (i) for a breach of the trustee's duty of loyalty to the corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the officer, trustee, or member derived an improper personal benefit.
The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, trustee, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of trustees who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
This Article constitutes a contract between the corporation and the indemnified persons. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such indemnified person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Amendments to Bylaws
Article 3.2 of these bylaws and the provisions in Articles 4.2 and 4.12 relating specifically to the authority of members may be amended only upon a majority vote of the members at a meeting of the members and a majority vote of the entire board of trustees. All other provisions of these bylaws may be amended only upon a two-thirds vote of the trustees then in office.
(End of Bylaws)
 Section 3.4.1 was added by vote of the Board of Trustees on March 19, 2008.
 Section 3.4.1 added by unanimous vote of the Board of Trustees on March 19, 2008.