As part of ongoing efforts to align with regulatory changes and industry standards, NCBOR leadership has thoroughly reviewed our association's policies and bylaws. After months of evaluation, we have proposed updates to make leadership roles more accessible and to make preparation for future Board positions easier for members.
Additional changes will be presented to you in the coming months, but these updates are the most urgent and will directly impact the incoming Board of Directors.
The attached document is organized by bylaw section, with each section showing the current language followed by the proposed updates, highlighted in yellow.
You can view the full version of the current bylaws here: BYLAWS OF THE NEWNAN-COWETA BOARD OF REALTORS®, INC.
Please take a moment to review these changes, below, and cast your vote to approve. Fill out your information, select “Yes” or “No”, and type your name again as an electronic signature. You need to vote only once and voting will remain open until 12 PM on Thursday, November 21st. It can also be submitted at the November Membership Meeting.
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Proposed Bylaws Amendments
Article XI – Officers and Directors Section 2. Duties of Officers
Subsection (a) Current language:
The President shall be the Chief Officer of the Board and shall perform such duties as are usual to the office. The President shall serve as Chairman of the Board of Directors.
Subsection (a) Proposed Language:
The President shall be the Chief Officer of the Board and shall perform such duties as are usual to the office. The President shall serve as Chair of the Board of Directors. The President shall appoint chairs to all standing committees, temporary committees, and task forces.
Subsection (c) Current Language:
The President-Elect, in absence of the President, or at any time as requested by the President, shall discharge the duties of the President. The President-Elect shall serve as Chairman of the Long-Range Planning Committee, the Nominations Committee, the Programs Committee and serve as a liaison between the Board of Directors and the State Directors. In the event the President and Immediate Past President are absent or unable to serve, or at any time as requested by the President, or the then acting President, shall discharge the duties of the President. (Amended 11/21)
Subsection (c) Proposed Language:
The President-Elect, in absence of the President, or at any time as requested by the President, shall fulfill the duties of the President. In the event the President is absent or unable to serve, or at any time as requested by the President, the President-Elect shall fulfill the duties of the President.
Subsection (d) Current Language:
Vice President shall be responsible for both the Partnership and Membership Committees either by directly chairing these committees or ensuring the committee responsibilities are completed successfully by other means. In the event the President-Elect is unable to follow the President in office, the Vice President shall be next in line. The Vice President shall be an officer position on the board and a member of Executive Committee. In the event the President, Immediate Past President, and President-Elect are absent or unable to serve, or at any time as requested by the President, or the then acting President, shall discharge the duties of the President. (Amended 11/21)
Subsection (d) Proposed Language:
The Vice President shall be an officer position on the board and a member of Executive Committee. In the event the President-Elect is unable to follow the President in office, the Vice President shall be next in line. In the event the President and President-Elect are absent or unable to serve, or at any time as requested by the President, or the then acting President, the Vice-President shall fulfill the duties of the President.
Subsection (e) Current Language:
The Treasurer shall keep or cause to be kept, full and accurate account of the receipts and disbursements of the funds of the Board, in books to be furnished. He shall deposit, or cause to be deposited, all monies and other valuable effects in the name of and to the credit of the Board in such depository as may be designated by the Board of Directors and take proper vouchers of such disbursements. He/she shall render to the Board of Directors whenever they may require, an accounting of all transactions and the financial condition of the Board each year. He/she shall keep, or cause to be kept, a detailed account of income and expense and render a state of the Board to the Board of Directors. In the event the President, Immediate Past President, President-Elect, and Vice President are absent or unable to serve, or at any time as requested by the President, or the then acting President, shall discharge the duties of the President. (Amended 11/21)
Subsection (e) Proposed Language:
The Treasurer shall keep or cause to be kept, full and accurate account of the receipts and disbursements of the funds of the Board, in books to be furnished. He shall deposit, or cause to be deposited, all monies and other valuable effects in the name of and to the credit of the Board in such depository as may be designated by the Board of Directors and take proper vouchers of such disbursements. He/she shall render to the Board of Directors whenever they may require, an accounting of all transactions and the financial condition of the Board each year. He/she shall keep, or cause to be kept, a detailed account of income and expense and render a state of the Board to the Board of Directors. In the event the President, Immediate Past President, President-Elect, and Vice President are absent or unable to serve, or at any time as requested by the President, or the then acting President, the Treasurer shall fulfill the duties of the President. If the Treasurer is an affiliate member, the Treasurer is excluded from the plan of succession.
Proposed New Subsection (f) Language:
The succession of officers in the event of vacancy shall be as follows: The President-Elect shall succeed the President. The Vice-President shall succeed the President-Elect. The Treasurer shall succeed the Vice-President unless the Treasurer is an affiliate member. Then, the Board of Directors shall appoint an interim President who will serve until such time as a new President can be elected.
Current Language Section 3. Board of Directors
The governing body of the Board shall be the Board of Directors, consisting of the elected officers and eight (8) REALTOR® Members. one of whom shall be the current Coweta Women’s Council of Realtors (“WCR”) President, one of whom shall be an Affiliate Member, and the balance of whom shall be State Directors of the Board.. Directors shall be elected to serve for terms of three years, except that at organization, one-third of the elected Directors shall be elected for terms of one, two, and three years, respectively, or for lesser terms as may be necessary to complete the first fiscal year. Thereafter, as many Directors shall be elected each year as are required to fill vacancies. (Amended 11/21)
- Each Director eligible to vote shall have one (1) vote which must be cast in person or by video conference, in the event a meeting is being conducted wholly or partially by video conference. No vote by proxy shall be valid. State Directors have voting rights on the Board of Directors of the Newnan-Coweta Board of Directors. (Amended 11/21)
- A REALTOR® Director may serve no more than six (6) consecutive years. After a one (1) year absence as a Director, he/she may be eligible for re-election or appointment. Time served as an Officer shall not be considered in the above computation. An Affiliate Director shall be a term of one (1) year, not to exceed two (2) consecutive years. The Coweta WCR President will serve a term of one (1) year, congruent with their presidency of the Coweta WCR. (Amended 11/2018)
- All corporate powers shall be vested in the Board of Directors who shall carry out the policies adopted by the Board, who may take any action upon a majority vote the Directors eligible to vote, at any regular or special meeting provided a quorum is present except as provided in paragraph D hereunder.
- The Board of Directors shall have the power to expel or suspend any Member for cause, in accordance with Article VII – Professional Standards and Arbitration, upon two-thirds (2/3) vote of the Directors eligible to vote at any regular meeting or special meeting called for that purpose, provided a quorum is present.
- The Board of Directors may employ and discharge an CEO and may otherwise prescribe their functions. The Board of Directors may authorize the employment and discharge of other persons as may be necessary to properly conduct the activities of the Board, including legal counsel. The Executive Committee shall set the terms of compensation, hours of work, holidays, and vacations with approval of the Board of Directors for such services rendered. The Board of Directors shall have the discretionary power to suspend or terminate the CEO, upon two-thirds (2/3) vote of the Directors eligible to vote at any regular meeting or special meeting called for that purpose, provided a quorum is present. (Amended 11/21)
- The Board of Directors shall have full power to borrow money, to issue notes, bonds, or certificates of indebtedness, as may be deemed necessary to carry out the objectives and purposes of the Board. The Board of Directors shall have full power in establishing the amount of the bond to be furnished by the person(s) entrusted with the funds of the Board.
- The Board of Directors shall prescribe the method of election of the members of the Newnan- Coweta Board of REALTORS®.
Proposed Language Section 3. Board of Directors:
The governing body of the Board shall be the Board of Directors.
a) The Board of Directors shall consist of the following:
a. Elected Officers: President, President Elect, Vice-President, Treasurer, and Immediate Past-President
b. Seven (7) At-large REALTOR® Members. One of whom shall be the then current Coweta Women’s Council of REALTORS® (WCR) President or her/his designee
c. One Affiliate member representative elected by the NCBOR Strategic Partners Council
b) State Directors shall serve as non-voting members of the Board of Directors
c) At-large Directors shall serve two-year terms with three elected each year.
d) Each Director eligible to vote shall have one (1) vote which must be cast in person or electronic communication, in the event a meeting is being conducted wholly or partially by video conference. No vote by proxy shall be valid.
e) Term limitations:
a. A REALTOR® Director may serve no more than six (6) consecutive years. After a one (1) year absence as a Director, he/she may be eligible for re-election or appointment. Time served as an Officer shall not be considered in the above computation.
b. An Affiliate Director shall be a term of two (2) years, not to exceed four (4)
c. The Coweta WCR President will serve a term of one (1) year, congruent with their presidency of the Coweta WCR.
Current Language Section 6. Removal of Officers and Directors
In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:
- A petition requiring the removal of an Officer or Director and signed by not less than one-third of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next-ranking officer, and shall specifically set forth the reasons the individual is deemed to be disqualified from further service.
- Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the voting membership of the Board shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition.
- The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall be conducted by the President of the Board unless the President’s continued service in office is being considered at the meeting. In such case, the next-ranking officer will conduct the meeting of the hearing by the Members. Provided a quorum is present, a three-fourths vote of Members present and voting shall be required for removal from office.
Proposed Language Section 6. Removal of Officers and Directors:
Absence from three (3) consecutive meetings of the Board of Directors, or any four (4) meetings in a single calendar year, will be considered an automatic resignation from the Board of Directors. The resignation is made official at the next official meeting of the Board of Directors by a simple majority vote.
In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office by a vote of the Board of Directors (Board) under the following procedure:
- A petition requiring the removal of an Officer or Director and signed by not less than one-third of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next-ranking officer, and shall specifically set forth the reasons the individual is deemed to be disqualified from further service.
- Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the voting membership of the Board shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition.
The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting and shall be conducted by the President of the Board unless the President’s continued service in office is being considered at the meeting. In such case, the next-ranking officer will conduct the meeting of the hearing by the Members. Provided a quorum is present, a three-fourths vote of Members present and voting shall be required for removal from office.
Current Language Article XIV – Committees:
Section 1. Standing Committees. The President shall appoint from among the REALTOR® Members, subject to confirmation by the Board of Directors, the following standing committees:
Awards Fundraising Membership/Partnership
Media Relations Budget/Finance Political Advocacy
Nominating Technology Bylaws/Policy
Long Range Planning Professional Development YPN
Community Outreach/Scholarship Programs (Amended 11/2016)
Section 2. The President shall appoint, subject to confirmation by the Board of Directors, special committees as deemed necessary.
Proposed Language Article XIV – Committees:
Section 1. Standing Committees. The President shall appoint from among the membership, the following standing committees.
- Professional Development
- Governance
- Membership
- Finance
- Advocacy
- Fundraising
Section 2. The President may appoint or approve other committees, task forces, councils, or presidential advisory groups as he/she deems necessary.