Chapter I General Provisions
Article I – Name
The name of this organization shall be: Independent Brokers’ Association (IBA)
Article II – Purpose
The purpose of this non-profit organization shall be: To unite and enhance the stature of the Independent Real Estate Broker. To support one another in our efforts to practice as individual non-affiliated office Brokers in the real estate industry. To develop service contracts with suppliers and vendors that will allow us competitive rate structures. To support the Columbus REALTORS® and the Columbus and Central Ohio Regional MLS. To obtain balanced representation in all operational facets of Columbus REALTORS®.
Article III – Membership
The membership of the Association shall be limited to these three categories:
- Brokers: Independent Real Estate Brokers of brokerages not affiliated with a franchise or having franchise offices are eligible for membership. Brokers must be in good standing with Columbus REALTORS®, Ohio REALTORS®, and the National Association of REALTORS®. One member Broker, or a designee, from each brokerage is a voting member for this Association.
- Real Estate Salespersons: REALTORS® with licenses held by a brokerage where a Broker is an IBA Member in good standing are eligible for non-voting membership unless designated as the voting member of their affiliated Brokerage.
- Affiliates: Affiliated real estate service providers, not connected with any real estate franchise, are eligible for non-voting membership.
Article IV – Rules and Regulations
The Association shall be governed by a majority of the voting membership. The fiscal year shall be the calendar year from January 1 to December 31. A representative body consisting of four (4) elected officers and a Board of Directors will oversee the operation of the Association.
Article V – Officers
The officers of the Association shall be President, Vice President, Secretary and Treasurer. Members in good standing of the Association shall elect the officers annually for one (1) year terms. All terms commence at the conclusion of the annual meeting and run through the next annual meeting. The Board of Directors shall consist of the four officers of the Association and committee chairpersons who will be appointed by the incoming president of the Association. Only Broker members, or their appointed Licensed Salesperson, shall hold the offices of President and Vice President.
- The President shall preside at all meetings of the IBA and at all meetings of the Board of Directors, appointing committees and shall be ex-officio member of all committees with the power to vote on all matters coming before said committee. He/She shall perform all duties usually pertaining to this office.
- The Vice President shall perform the duties of the President in the absence of the President. In the absence of the Vice President, the Secretary shall perform the duties of the President. In the absence of the Secretary, the Treasurer shall perform the duties of the President.
- The Secretary shall keep a record of the proceedings of the IBA and of the Board of Directors’ Meetings which records shall always be open for inspection by the members of the Association. He/She shall keep the roll of members, keep the records of the Association and perform such other duties as may be prescribed by the President. In the absence of the Secretary from any meeting, a member shall be appointed by the presiding officers to serve as Secretary pro-tem.
- The Treasurer shall receive all monies paid to the Association and shall deposit them in a bank or banks designated by the Association. The Treasurer shall notify members when their dues are payable and make disbursements of all monies received by him/her upon receipt of vouchers signed by the President. The Treasurer upon expiration of his/her term of office, shall turn over to his/her successor all records, files, books of accounts, bank accounts and funds after an audit by a special auditing committee appointed by the outgoing President. He/she shall distribute no funds over $500.00 unless distribution of those funds has been approved by a majority vote of the Association’s membership at a regularly scheduled meeting and himself/herself and the President sign the check. In the case of absence or incapacity of the President, the Vice President may countersign in his/her place. Treasurer shall prepare a Treasurer’s Report with financial statements and detailed expense lists delivered to the membership and reviewed by the officers at least twice annually.
- The Board of Directors shall meet at regular intervals quarterly, or additional times at the request of the President, in order to review meeting agendas and to make recommendations for meeting programs and additional agendas to be brought to members at regularly scheduled meetings.
Article VI – General Provisions and Governing
No person shall hold the position of President or Vice President for more than three (3) consecutive terms. The President of the Association shall appoint members of all committees. The regular committees of the IBA may include:
Special committees may be appointed by the President to perform such service as he/she may wish to assign, provided; however, that all such activities shall be in conformity with the rules and regulations of the Association.
Article VII – Election of Officers
No later than the September meeting of each calendar year a nominating committee consisting of five members, one of which will be the outgoing President, along with four persons to be named by the current President from the general membership will meet in order to propose the names of members to serve as officers for the ensuing year. The names of those nominated shall be embodied in an appropriate report which shall be mailed/emailed by the Secretary to each member of the Association not later than September 20th. The Nominating Committee shall select no more than two candidates for each office. Additional names to be placed in nomination shall be submitted in writing (physically or electronically) addressed to the Nominating Committee no later than October 15 and shall be accompanied with a letter stating the candidate’s willingness to serve if elected. The officers shall be elected by sealed ballots distributed by physical or electronic mail to Broker members, or their delegate, in good standing and returned to be counted no later than December 1. Ballots are to be counted at the meeting of the Board of Directors held in the month of December. It will be the duty of the Secretary to report the results of the ballot count to the IBA members by electronic notice or newsletter. Officers will be installed at the IBA’s annual meeting held in December.
Article VIII – Dues
The organization shall operate on the dues and fees collected and on the interest or the dividends derived therefrom. The annual dues of general and affiliate members shall be established by the Board of Directors and an affirmative vote of not less than two thirds of the voting members present at any regular meeting. Such dues shall be set to meet current financial requirements. Any member of IBA who fails to pay his/her fees/dues or other indebtedness to IBA within 90 days after same becomes due shall cease to be a member or receive publications or the services of the Association. All fees shall become payable on January 1 of each year.
Article IX – Amendments
The Constitution may be amended with the ballot approval of two thirds majority of the voting membership in the manner set forth as follows:
- Any amendments, additions or deletions shall be proposed in writing by any member of the organization. Said written proposal(s) shall be read to the membership at 2 successive regularly scheduled meetings and published in the next scheduled newsletter or meeting announcement.
- The proposed amendments shall then be voted on at the next regularly scheduled meeting. No less than two officers must be present at the voting.
- Roberts Rules of Order shall be the determining guide in all meetings and in establishing all rules for this organization.
All members shall conduct themselves in a professional manner. Should a member or attendee be disruptive at a meeting, the person in charge of such meeting shall have the authority to remove said person or persons and if any monies shall have been paid, said monies shall not be refunded.
Article X – Indemnification
Every person who is a director, officer, or member of the Association or a former director, officer, or member of the Association, or a person who is serving or has served at the request of the Association, as a director, officer, agent, volunteer, or employee of the Association, is hereby indemnified against expenses, judgments, decrees, fines, penalties, or amounts paid in settlement in connection with defense of any pending or threatened action, suit, or proceeding, criminal or civil, to which said person is or may be made a party by reason of being or having been such director, officer, member, agent, volunteer, or employee; provided said person is determined by the directors of the Association acting at a meeting at which a quorum consisting of directors who are not parties to or threatened with any such action, suit, or proceeding is present: a) not to have been negligent or guilty of misconduct in the performance of their duty to the Association or their position with the Association; b) to have acted in good faith such that said person reasonably believed their action or conduct was in the best interest of the Association; and c) in any matter that is the subject of a criminal action, suit, or proceeding, to have had no reasonable cause to believe that their conduct was unlawful; provided, however, no person who is a party to or threatened with any such action, suit, or proceeding shall be qualified to vote on such matter. Alternatively if more than one of the directors are disqualified from voting, such determinations may be made a) by a court of competent jurisdiction; b) by the voting members of the Association at a meeting held for such purpose by the affirmative vote of a majority of the voting members; or c) adopted by the members of the Association without a meeting by the written consent of two-thirds of the voting members on such proposal.