Constitution and Bylaws
Revised Jan. 2008
Article I-Name
The name of this Association shall be the Columbus Association of Building Owners and Managers, organized in 1951 and incorporated on November 16, 1981, under the laws of the State of Ohio.
Article II-Objective
The purpose of this Association shall be to improve conditions pertaining to the ownership and operation of buildings and properties represented in the membership of this Association; to secure for its members the benefits of discussion and cooperation respecting matters of common interest; and to promote, by every means, the welfare of the industry these properties represent.
Article III-Membership
1. The members of this Association shall be individuals who are interested in the ownership, operation, and/or management of buildings or properties in the Columbus/Central Ohio area.
2. There shall be two classes of membership which shall consist of the following categories:
A. Regular members shall be owners or managers of improved properties as defined in Article III, paragraph 1.
B. Associate members shall be individuals who are accredited suppliers or representatives dealing in materials, products, or services used in the construction, equipment, or operation of buildings. Associate membership may be limited at the Board of Governors’ discretion and based on the Association’s policy.
3. Each member, Regular and Associate, in good standing shall be entitled to one vote at any meeting of the Association.
4. Any eligible candidates may be admitted to membership by majority vote of the Board of Governors.
5. A member with good standing may withdraw from the Association by presenting his/her resignation in writing to the Board of Governors at any regular meeting providing said members dues are paid for the current year at the time of presenting his/her resignation.
6. A member may be suspended or expelled for non payment of dues or other incurred expenses, or for other cause by action of the Board of Governors under conditions in accordance with which the Board shall establish.
7. After such suspension a member may be reinstated only by vote of the Board of Governors.
Article IV-Annual Dues
1. Annual dues for each member shall be ascertained annually by the Board of Governors based upon BOMA International fees. Increases in membership dues by BOMA International will be passed through to all members. All other proposed increases must be approved by a majority vote of the membership.
2. Dues shall be assessed for the fiscal year and shall be payable on January 1st of each year, or as the Board of Governors shall otherwise provide.
3. Membership dues are not refundable.
Article V-Officers
The officers of the Association shall be a President, a First Vice President, Second Vice President/Secretary-Treasurer all elected by ballot at the annual meeting of the Association and holding office for the term of one year and until their successors take office.
Article VI-Board of Governors
The BOMA Columbus Board of Governors consists of ten (10) members, comprised of 1) Executive members, 2) At Large members and 3) two Associate members. The two Associate members are not entitled to hold office at the Executive level, but are entitled to a vote. The Executive Members of the Board of Governors is made up of the President, Vice President, Secretary Treasurer/2nd Vice President, the Immediate past President and prior year President. The remaining three (3) members of the Board of governors shall serve as Board Members At Large and may be considered for the position of Secretary Treasurer/2nd Vice President on the Executive Board upon the vacancy of the Secretary/ Treasure position. The intent of this progression of the members to the Executive Board is to move up from the Secretary-Treasurer/2nd Vice President position, to the 1st Vice President position and then to President.
The Executive Board Members, shall vote by secret ballot to determine the person most qualified from the At Large and Executive member list for the position of Secretary Treasurer. An initial appointment to the Board of Governors requires a three-year commitment.
Article VII-Duties of the BOMA President-One Year Term
1. The President shall be the Chief Administrative Officer and subject to the direction of the Board of Governors, shall have general control and management of the Association’s affairs.
2. The President shall preside at meetings of the Association and of the Board of Governors.
3. The President shall, with the approval of the Board of Governors, appoint all Committees, with right of approval of all Committee members. The President may designate any member to fill any vacancy temporarily. Members so appointed hold office until the next meeting of the Association or until a permanent selection is made. The President shall also appoint a representative to the BOMA Ohio Board of Governors as needed.
4. The President shall approve all orders on the Treasurer for accounts and claims against the Association, subject to action by the Board of Governors in the adoption of an annual budget, or otherwise appropriated, and shall countersign all checks drawn on Association accounts except as noted in Article IX, #2.
5. The President shall be responsible for presenting a written annual report to the members of the Association at the January meeting, covering work done and results accomplished during the preceding year, bringing to the attention of the Association such matters as may call for future action.
6. To attend BOMA International Convention, Midwinter Business meeting and Regional Conference as the Association’s principal delegate or designee as directed by BOMA Board of Governors.
7. The President shall be a member of the Nominating Committee.
Article VIII-Duties of BOMA Vice President-One Year Term
1. The First Vice President shall perform such duties as the President or the Board of Governors may designate and shall perform the duties of the President when he/she is absent or unable to serve. Should a vacancy occur in the office of the President the Vice President shall serve as President for the unexpired portion of the term.
2. The First Vice President shall act in the capacity as the Program Chairman.
3. To attend all meetings of the Association and to understudy the President.
Article IX-Duties of the Secretary-Treasurer-One Year Term
1. The Secretary/Treasurer shall serve as 2nd Vice President. Disbursement shall be made by the Secretary/Treasurer and countersigned by the President, except the Board of Governors may authorize alternative signatures, available in absence of either or both.
2. The Secretary/Treasurer shall cause all funds belonging to the Association to be collected and appropriated for the purpose of conducting financial affairs of the Association. Render such reports to the Board of Governors and render a written report of receipt and disbursement of his/her office for the preceding fiscal year.
3. The Secretary/Treasurer shall provide a monthly financial report at each Board Meeting, to ensure proper accounting of receipts and disbursements; and to provide a system that guarantees the proper deposit of funds of the Association and the proper control of and substantiation for disbursements.
4. The Secretary/Treasurer shall annually prepare and submit, to the Board of Governors, a proposed annual budget of income and expenses at the September Board of Governors meeting. The Secretary/Treasurer is to make all Association books and records available for any member upon due request.
5. To select an independent auditor or appoint an Audit Committee to perform a financial audit of the association when directed by the Board of Governors.
Article X-Duties of the
BOMA Administrative Executive (B.A.E.) - One Year Term
1. The Board of Governors may annually, or as often as a vacancy shall occur, contract a BAE of the Association for such a term as the Board may specify or during the pleasure of the Board. The BAE shall receive as compensation for services such a fee as may be fixed by the Board of Governors.
2. The Board of Governors may by majority vote appoint, or terminate the services such contractors or employees as it may desire and shall determine their respective duties and compensation. In addition the Board of Governors may authorize any officer(s) to employ such additional assistance as deemed necessary to conduct the business of the Association.
3. The BAE shall perform all administrative duties, render reports and act as directed by the Board of Governors of the Association.
4. The B.A.E. shall act as the Liaison to the Chairman of the various BOMA committees.
Article XI-Duties of the Board of Governors
1. The Board of Governors is the governing body, responsible for the successful conduct of the Association’s affairs. While it may delete powers and share responsibilities, the ultimate authority for all official action shall reside in the Board of Governors. To properly conduct the affairs of the Association, each Board of Governor shall attend at a minimum nine of the twelve monthly Board of Governors meetings. Refer to Article II.
2. It shall establish policies, initiate activities and make recommendations to the membership looking to the advancement of the interests and objectives of this Association.
3. It shall be the duty of the Board to consider and take action upon all matters referred to it, reporting such action promptly to the members of the Association.
4. The board of Governors shall have the authority to enter into contracts for and on behalf of the Association.
5. The Board of Governors shall fix the amount of the bond required of any officers or employees of the Association where in its discretion a bond shall be required. The premium is to be paid by the Association.
Article XII-Meetings
1. Regular meetings of the Association shall be held primarily on the third Wednesday of each month at such time and place as the Board of Governors may select.
2. The November meeting shall be the annual meeting for the election of officers for the Association. The newly elected officers assume their duties Jan 1st.
3. Special meetings of the association may be called by the President at any time and shall be so called upon the written request of six (6) voting members. Notice of special meetings must be given, in advance, to the full membership.
4. All members shall be notified at least ten days prior to the meetings of November, and January.
5. A Quorum shall constitute 10% of the Chapters’ regular members AND two Board members in attendance at all monthly meetings.
6. The Board of Governors shall meet on call of the President or a meeting may be called by four (4) members of the Board. At such meetings six (6) members shall constitute a quorum for the transaction of business.
7. The regular November meeting shall be designated for approval of the proposed annual budget.
Article XIII-Parliamentary Authority
Robert’s Rules of Order Revised shall be the standard authority of the Association.
Article XIV-Annual Election of Officers and Governors
1. Prior to the August regular meeting, the Board of Governors shall select and appoint a Nominating Committee of four (4) regular members of the Association with the President as one of the four members.
2. It shall be the duty of this committee to nominate candidates for the offices to be filled at the annual election of officers and governors, reporting its findings to the Secretary before the November monthly meeting.
3. Such list of nominations, shall be delivered, by the Secretary to each regular member with the notice of the annual meeting.
4. The election shall take place at the November annual meeting; whereupon the new officers will take office at the December Holiday Party and the Board of Governors will take office at the January regular meeting.
5. Nothing herein contained shall prevent any regular member from nominating or voting for any regular member for any office of the Association.
6. The December Board of Governors meeting is to be a joint meeting of the officers and officers elect.
Article XV-Services and Liability
1. The consideration for services rendered the Association by any and all members thereof shall be the benefits derived from membership in the Association, and no compensation shall be paid for any such service, except by special arrangement authorized by the Board of Governors, in advance.
2. Furthermore, with the exception of the payment of dues, as herein or hereafter provided, no member shall, by reason of his/her membership in this Association, be liable in any matter pertaining to or arising out of membership in this Association.
Article XVI-Amendments
These By-laws may be amended by a two-thirds vote of regular members at any regular or special meeting provided that a copy of the proposed amendments, together with the recommendations of the Board of Governors with respect thereto, shall have been submitted to the members by mail at least fifteen (15) days prior to the meeting at which such action is taken.
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