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Bylaws of the Suburban West REALTORS® Association |
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Effective January 1, 2004
ARTICLE XI - MEETING
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Section 11.1 Annual Meetings. The annual meeting of the Association shall be held each year, the date, place, and hour to be designated by the Board of Directors.
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ARTICLE XII - INDEMNIFICATION
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Section 12.1 General Rule. A Director, Officer or representative of the Corporation shall not be personally liable for monetary damages for any action taken or failure to take any action, except to the extent that exemption from liability from monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect. The provisions of this Article are intended to exempt the Directors, Officers and representatives of the Association from liability for monetary damages to the maximum extend permitted under the Nonprofit Corporation law of 1988 (15 Pa. C.S.A. 5741 et seq.) or under any other law now or hereafter in effect.
Section 12.2 Modification or Repeal. The provisions of this Article may be modified or repealed in accordance with the procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the liability of a Director, Officer or representative relating to any action taken, any failure to take any action, or events which occurred prior to the effective date of such modification or repeal.
Section 12.3 General Rule. Subject to the provisions of Section 13.4 below, the Corporation shall, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his heirs, executors and administrators) who was or is a party, witness or other participant, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation, actions by or in the right of the Corporation), by reason of the fact that he is or was a Director, Officer or representative of the Association, or is or was serving at the request of the Corporation as a Director, Officer or representative of another corporation, partnership, joint venture, trust or other enterprise, and may, to the fullest extent permitted under the law of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his heirs, executors and administrators) who was or is a party, witness or other participant, or is threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation, actions by or in the name of the Corporation), by reason of the fact that he is or was an employee or agent of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.
Section 12.4 Standard of Conduct. Indemnification shall be provided under this Section only if it is determined that: (a) the person seeking indemnification acted in good faith in a manner he reasonably believed to be in or not opposed to the best interests of the Association, and (b) the act or failure to act giving rise to the claim for indemnification does not constitute willful misconduct or recklessness and, with respect to any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
Section 12.5 Procedure. Indemnification (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct set forth in this Article. All such determinations shall be made by the Board of Directors.
Section 12.6 Advance Payment of Expenses. Subject to such terms, conditions and limitations, if any, as the Board of Directors may in its discretion determine to appropriate, the Corporation shall (in the case of a Director or Officer) and may (in the case of a representative, employee or agent) advance all reasonable expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) reasonably incurred in connection with the defense of or other response to any action, suit or proceeding referred to in this Article upon receipt of an undertaking by or on behalf of the person seeking the advance to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that he is not entitled to be indemnified by the Association under the provisions of this Article. Notwithstanding the provisions of the preceding sentence, the Association shall not be required to make any advance payment of expenses (or to make any further advance if one or more advances shall have been previously made) in the event that a determination is made by the Board of Directors that the making of an advance or further advance would be inappropriate in the circumstances because there is reason to believe that the person seeking the advance did not meet the applicable standard of conduct set forth in Section 13.4 above.
Section 12.7 Successor Rights of Indemnification. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, Officer, representative, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person for acts committed during term of office, representation or employment.
Section 12.8 Insurance. The Corporation shall have the authority to create a fund or purchase insurance of any nature, which may, but need not be, under the control of an independent trustee, or otherwise secure or insure in any manner any indemnification obligations undertaken by the Association. The authority granted by this Article shall be exercised by the Board of Directors of the Corporation.
Section 12.9 Effective Date. The indemnification provisions of this Article shall apply to any actual or alleged breach of performance of duty, failure or performance of duty, action, or inaction of any person who is indemnified hereunder occurring on or after January 1, 2004.
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ARTICLE XIII - RULES OF ORDER
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Section 13.1 Roberts' 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.
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ARTICLE XIV - AMENDMENTS
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Section 14.1 These bylaws may be amended by the majority vote at a meeting of the Members, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting, except that the Board of Directors may, at any regular or special meeting of the Board of Directors at which a quorum is present, approve amendments to the Bylaws which are mandated by NAR policy, and notice of such amendments shall be given to the Membership within thirty (30) days. Votes on amendments may be cast in person on the day of the meeting, or by mail, or brought to the Association offices prior to the day of the meeting. Votes by proxy will not be permitted.
Section 14.2 Notice of all meetings at which amendments are to be considered shall be mailed to every Member eligible to vote at least two (2) weeks prior to the meeting.
Section 14.3 Amendments to these Bylaws affecting the admission or qualification of REALTOR® and Institute Affiliate Members, the use of the terms REALTOR® and REALTORS®, or any alteration in the territorial jurisdiction of the Association shall become effective upon their approval as authorized by the Board of Directors of the NATIONAL ASSOCIATION OF REALTORS®.
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ARTICLE XV - DISSOLUTION
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Section 15.1 Upon the dissolution or winding up of affairs of this Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to any real estate trade association or successor corporation, or within its discretion, to any other non-profit tax exempt organization.
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