ARTICLE I: NAME

The name shall be the Real Estate Association of Puget Sound, hereinafter referred to as “REAPS” or “the Association”.

ARTICLE II: PURPOSE

The purpose of the Real Estate Investor’s Association of Puget Sound is to provide education, information and networking to further its member’s real estate investment goals.

ARTICLE III: MEMBERSHIP:

1. Requirements:  Members are those who have paid their yearly dues.
2. Benefits:  Members may attend program meetings, receive monthly newsletter, receive discounts to REAPS sponsored events or educational materials and enjoy such other benefits as the Board of Directors shall from time to time provide.  Guests:  non-members may attend program meetings after paying the guest fee.
3. REAPS reserves the right to decline membership for any reason.
4. Members shall not have voting rights, which rights are specifically reserved to the Board of Directors
5. MEMBERSHIP:  Shall consist of not less than 5 and no more than 9 members, including the past president, and the four officers defined under ARTICLE VI.  The number of directors may be increased or decreased from time to time by vote of the Board of Directors.
6. TERM:  Board Members shall serve for a term of four years, from the first day of January following elections, and may be extended.
7. PURPOSE:  To set program policies to insure direction and continuity of the group.
8. ELIGIBILITY:  Members in good standing, who have served as a committee head for at least 1 year, or have previously served as a Director, or as unanimously approved by the Board of Directors, shall be eligible to become members of the Board of Directors.
9. QUORUM:  75% of the current Board of Directors shall constitute a quorum.
10. CHAIRPERSON OF THE BOARD:  The Board of Directors shall elect, by majority vote, their chairperson on an annual basis.  The chairperson of the board shall direct the Board of Director meetings.
11. VOTING:  A simple majority of a Quorum is needed to pass a motion.  If a vote results in a tie, the Chairperson of the Board’s vote shall count as two votes.
12. CONSENT TO ACTION WITHOUT MEETING:  Any action that the Board of Directors can take at a meeting, they may take without a meeting upon signature by all board members of a written Consent to Action Without Meeting setting forth the specific action approved.
13. RESPONSIBILITIES:  It shall be the duty of the Board of Directors to carry on all business within the confines of these Bylaws.  It shall hold at least one meeting annually.  Special meetings may be called by the Chairperson of the Board President or a majority of the members of the Board of Directors.  It is the duty of all Directors to attend all Board of Directors meetings, and a minimum of two Program Meetings per year. 

ARTICLE IV: BOARD OF DIRECTORS (BOD):

Any Member may attend any Board of Director meeting with prior notice to the Secretary at the preceding Program Meeting, except when the Board of Directors signifies its desire to meet in executive session.  Members shall have the privilege of addressing the Board of Directors on any subject under discussion; however, shall have no vote on any question before the Board of Directors nor shall be entitled to make any motion.  Interpretation of the Bylaws rests solely with the Board of Directors.  No member of the Board of Directors shall serve as an officer or director of any other competitive Real Estate organization during his or her term of office.

ARTICLE V: ELECTED OFFICERS AND THEIR DUTIES:

Officers shall be elected for two years and shall assume their duties on the 1st day of January following the elections.

There shall be the following offices:  President, Vice President, Secretary, and Treasurer.  Officers shall serve a term of 2 years, and can be extended by re-election.

Officers are required to attend all Board of Directors meetings, all Program meetings, and any Officer’s meeting (“OfCo”) as called for by the President.

No officer shall serve as an officer or director of any other competitive Real Estate organization during his or her term of office.

1. The PRESIDENT shall be the principle executive officer of the organization and shall be responsible for supervising and control of the daily affairs of the organization.
   
   The President shall have the exclusive authority to appoint and remove all committee heads.
   
   The President shall co-sign with the Treasurer all checks drawn from the reserve account.
   
   When leaving office, the President shall pass on all papers or information to the incoming President and assist wherever possible.
2. The VICE PRESIDENT shall perform the duties of the President in his or her absence, death, incapacity, resignation or removal from office.  The Vice President shall perform these duties as requested by the President.  The Vice President shall also give direction to and coordinate with all Committee Heads.  Thus the Vice President, under the President and Board of Directors, shall be primarily responsible for the operations of REAPS.  At the expiration of office, he or she shall pass on all papers or information to the incoming Vice President and assist wherever possible.
3. The SECRETARY shall be responsible for maintaining the Bylaws, official correspondence, past minutes, Articles of Incorporation and all official records, not the specific property of other officers, and shall track the terms of the current Directors and Officers and shall notify the BOD of same.
   
   The Secretary shall also inform Board Members, Officers and Committee Heads of upcoming Board meetings, and Committee Head and Officer meetings.
   
   At the expiration of office he or she shall pass on all papers, including bylaws, minutes, articles of incorporation and other pertinent information relevant to REAPS.
4. The TREASURER shall be responsible for all monies, received or paid out.  The Treasurer will maintain two bank accounts.
   1. An “Operations” checking account, with funds totaling up to two months of expenses.  Income to the organization will be deposited in this account.  Monthly, any funds in excess of two months expenses will be transferred to the “Reserve” account.  The Treasurer and President will have authority to sign checks from this account.
   2. A “Reserve” account (Savings or Money Market, as determined by the BOD); will hold all funds in excess of the “Operations” account.  It will require 2 signatures on any drafts – the President’s and the Treasurer’s.

The Treasurer shall keep an accurate record of and make payment for all bills and claims of the organization.  At the expiration of office, turn all records over to the incoming Treasurer.

ARTICLE VI: LIMITATION OF DIRECTOR LIABILITY

Except to the extent otherwise required by applicable law (as it exists on the date of the adoption of the Article or may be amended from time to time), a Director or Officer of the Association shall not be personally liable to the Association or its members for monetary damages for conduct as a Director or Officer, except for liability of the Director or Officer:  (i) for acts or omissions which involve intentional misconduct by the Director/Officer or a knowing violation of law by the Director/Officer; or (ii) for any transaction from which the Director/Officer personally receives a benefit in money, property or services to which the Director/Officer is not legally entitled.

No amendment to or repeal of this Article shall adversely affect any right of protection of any Director of the Association occurring after the date of the adoption of this Article and prior to such amendment or repeal.

ARTICLE VII: NOMINATIONS AND ELECTIONS OF BOARD MEMBERS AND OFFICERS

By the end of September, the Board of Directors shall nominate at least two (2) persons, if possible, for each office which term will expire at the end of the current year, and no person for more than one (1) office.  The Chairperson of the Board of Directors shall immediately notify those nominated and promptly obtain his or her acceptance.  Those accepting nominations shall be familiar with all provisions of the Bylaws.

There shall be a special election meeting held by the end of October, time and place determined by the Board of Directors.  All nominees shall be given five minutes to give his or her qualifications for the office for which he or she is running.  A vote shall be held and tallied by the current BOD.  The results shall be announced and published in the November newsletter.

A January Board of Directors Meeting shall be held as a joint meeting of the outgoing and newly elected Board of Directors to facilitate continuity of Association business.

ARTICLE VIII: RESIGNATION AND REMOVAL FROM OFFICE

It is the duty of all Officers and Directors to faithfully attend all regular Board of Directors and Association Monthly Program Meetings.  If at any time during a term an Officer, for any unexplained reason, misses more than 5 REAPS Monthly Program Meetings, or if an Officer or Director misses 2 consecutive Board of Directors meetings, it shall be considered by the Board of Directors as an official offer of resignation. 

At no time shall the Officers of REAPS misrepresent the Board of Directors, and no Director/Officer shall identify himself as a Director/Officer in order to benefit his/her private business dealings.

REMOVAL OF OFFICERS OR BOARD MEMBERS

The removal of an officer or board member may be proposed by any member of the board of directors.  If a majority vote of the board of directors agrees to proceed, then the Chairperson of the Board of Directors will send a letter to the Director affected, outlining the concerns and any areas of violation of these by-laws.  The affected Director will be given a minimum of 14 days to respond in writing to the Board of Directors.  The Board of Directors will meet within 14 days of receipt of the response or the deadline for such receipt (whichever is later) to vote on the removal of the person from their position.  The removal of an Officer from their position does not necessarily remove that person's membership of the Board of Directors.

A majority vote of the Board of Directors is needed to remove an Officer or Board Member from office.

Any Officer or Board member removed from office shall be notified by the Chairperson of the Board of Directors by written correspondence.

RESIGNATION OF OFFICERS AND DIRECTORS

Any Officer or Director may resign at any time by giving written notice to the Board of Directors.  Any such resignation shall take effect on the date of receipt of such notice, unless otherwise specified.

ARTICLE IX VACANCIES

A vacancy in any office or directorship, because of death, resignation, removal, disqualification, incapacity, or any other cause shall be filled as soon as possible by majority vote of the Board of Directors.

A Member, as defined in Article V. D., appointed to fill a vacancy shall be appointed for the un-expired term of his predecessor in office and shall be eligible for nomination to any office when said term expires.

ARTICLE X: MEMBERSHIP DUES

Shall be reviewed annually and any changes approved by a majority vote of the Board of Directors.

ARTICLE XI: COMMITTEE HEADS

Committee head positions will be created or deleted by the President.  The President shall have the exclusive power to appoint or remove individuals from these positions.

ARTICLE XII: REMUNERATION

Directors and Officers shall have their yearly membership fee waived, and shall have direct expenses towards organization business reimbursed as determined by the Board of Directors. 

ARTICLE XIII: PROGRAM MEETINGS

Program Meetings shall feature a speaker or speakers whose topics help exemplify the purpose of REAPS as spelled out in Article II.  Audio or Video recordings at those meetings will not be allowed except by permission of the speaker and President.

ARTICLE XIV: AMENDMENTS

These Bylaws may be amended by subtracting and/or adding phraseology or entire articles in the following manner:  any member of the Board of Directors may petition for a proposed amendment to the Bylaws by notifying the Board of Directors at their annual meetings, or at a special session, in writing, one copy to each of the following:  the President, Secretary, and Chairperson of the Board.

Any proposed change in the Bylaws will be reviewed by the Board of Directors and if approved, signed by the Chairperson of the Board.  If the proposed amendment is approved, the Secretary shall add the amendment to the Bylaws.

ARTICLE XV: INVESTMENTS, LOANS AND CONTRACTS

No investment, loan or contract of any type shall be executed by the Association or its Officers, unless approved by the Board of Directors or authorized by these Bylaws.

ARTICLE XVI: EMPLOYMENT

The Board of Directors shall determine when and if paid employees are necessary to properly operate the Association.  Any hiring or removal decision shall be approved by majority vote of the Board of Directors.

ARTICLE XVII: RULES OF ORDER

Robert’s Rules of Order, latest Edition, shall be recognized as the authority governing the meetings of the Association, its Board of Directors and Committees, in all instances wherein its provisions do not conflict with these Bylaws.

ARTICLE XVIII: DISSOLUTION OF ASSOCIATION

A special Board of Directors meeting must be scheduled for the express purpose of dissolving REAPS. A quorum of Board of Director Members must be present.  A vote to dissolve REAPS will require a 2/3 majority vote in favor of dissolution. The Board of Directors, upon approval, shall develop and implement a plan to dissolve REAPS as a legal entity and wind up its affairs.

Upon dissolution or winding up of REAPS, and after paying or making adequate provision for payment of all employment and other liabilities, including a pro-rata return of unearned members’ dues, all remaining assets of  REAPS shall be distributed by the Board of Directors to a nonprofit entity exclusively for educational, charitable, religious, scientific or literary purposes within the meaning of Section 501 C (6) of the Internal Revenue Code as the Board of Directors shall determine appropriate.