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The Real Estate Bar Association for Massachusetts By-Laws
ARTICLE I 1. Active Members. Any attorney who is a member in good standing of the Massachusetts Bar may become a voting member of the Association upon application to the Clerk and full payment of the dues for the current year. 2. Honorary Members. The judges, recorder and deputy recorder of the Land Court and the registers of deeds of the several counties or registry districts of the Commonwealth and such other persons as the Board of Directors may specify shall be honorary members of the Association. Any honorary member who is eligible for voting membership in the Association may become a voting member by signifying his or her desire to be such to the Clerk, and paying the annual dues. 3. Associate. Any attorney who is a member in good standing of any jurisdiction(s) other than the Commonwealth of Massachusetts and any other real estate professional, including, without limitation, paralegals, surveyors and title examiners, may become an associate of the Association upon application to the Clerk and full payment of the dues for the current year. Unless otherwise provided herein, associates shall be entitled to all rights and privileges as members except the right to vote. 4. Membership Dues; Suspension. Voting members, honorary members and associates may be generally referred to herein as "members". The Board of Directors shall establish the annual dues for members and may, in its discretion, remit the dues for any member(s) and reinstate suspended members. The membership year for which dues are payable shall begin with January first. A member in default for three (3) months shall be suspended from membership until all outstanding annual dues have been paid in full to the Clerk, at which time such member’s membership shall be reinstated. ARTICLE II 1. Place of Meeting. All meetings of the members shall be held at such place within the United States of America, including its possessions, as is named in the notice of meeting. 2. Annual Meeting. The annual meeting of the members shall be held on any business day during November in each year and shall be called by the President, Treasurer, Clerk or a majority vote of the Board of Directors. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. 3. Special Meetings. Special meetings of the members may be called by the President or by a majority vote of the Board of Directors, and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other Officer, upon written application of that number of voting members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of members. In case none of the Officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of said number of voting members, shall have jurisdiction in equity to authorize one or more of such voting members to call a meeting by giving such notice as is required by law. 4. Notice. All meetings of the members shall be called by giving at least seven days written notice to each member stating the place, date and hour for the meeting and the purpose thereof. Notices shall be mailed postpaid to or delivered at the address of the members as they appear on the books of the corporation or shall be given by any other method of notice which may be permitted by law from time. Whenever notice of a meeting is required to be given to a member under applicable law, the Articles of Organization or these By-Laws, a written waiver thereof, executed before or after the meeting by such member or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Notwithstanding the foregoing, notice of any change of the date fixed in the By-Laws for the annual meeting shall be given to all members at least twenty (20) days before the new date fixed for such meeting. 5. Quorum. One hundred voting members (excluding honorary members and associates) in person or by proxy shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is present. 6. Voting. At all meetings of the members every voting member shall be entitled to one vote. When a quorum is present at any meeting, the vote of a majority of the voting members represented thereat shall, except where a larger vote may be required by law, the Articles of Organization or these By-Laws, decide any question brought before the meeting. Voting members may vote by written proxy filed with the clerk of the meeting prior to the commencement of the vote. Such proxy shall only be valid until the final adjournment of the meeting named therein and only if it is dated not more than six months before the date of the meeting named therein. A proxy purporting to be executed by or on behalf of a voting member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. 7. Action by Consent. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all the voting members consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting. ARTICLE III 1. Enumeration. The corporation shall have a Board of Directors consisting of the Officers of the corporation and additional Directors as enumerated herein who shall have the powers and duties of a board of directors under Massachusetts law. The Officers of the corporation shall be a President, President-Elect, Immediate Past President, Treasurer, Clerk and such other officers as the Board of Directors shall elect. The Board of Directors may designate persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate. 2. Qualifications. No person may hold two or more offices. Only voting members may be an Officer. The Clerk shall be a resident of Massachusetts unless a resident agent shall have been appointed pursuant to Massachusetts law. 3. Directors/Board of Directors. The initial Directors shall be those persons named as Directors in the Articles of Organization. Thereafter, the Board of Directors shall be comprised of the Officers and an additional number of Directors, as designated by the Board of Directors from time to time, which shall not be less than twelve (12) nor more than thirty (30) who shall be elected at the annual meeting of the members. Except as hereinafter provided, each Director shall hold office beginning on the first day of January immediately following the annual meeting of the members at which he or she is elected and serve for one year and until their respective successor is elected and qualified. After ten (10) consecutive one-year terms of service as a Director, a Director shall not, for a period of one year, be elected as a Director; provided, however, that this provision shall not apply to the Immediate Past President in any given year who may serve as Immediate Past President for one year and as a Director during such year notwithstanding the foregoing provisions of this sentence. 4. Officers and Executive Committee. The initial Officers shall be those persons named as officers in the Articles of Organization. The voting members at their annual meeting shall elect a President, President-Elect, Treasurer and Clerk, who, together with the Immediate Past President, shall hold office beginning on the first day of January immediately following the annual meeting of the members at which he or she is elected and serve for one year and until their respective successor is elected and qualified, and shall also constitute the Executive Committee which shall have such powers and duties as may be delegated to it by the Board of Directors from time to time. The President-Elect shall automatically become President on the first day of January in the year following the year (or lesser part thereof) during which he or she served as President-Elect. In the event of a vacancy in the office of the President, the President-Elect shall accede to the office of the President and hold such office for the remainder of the unfulfilled term plus the term for which he or she was originally elected. The Board of Directors also may at any time elect such other officers as they shall determine, who shall also become members of the Executive Committee. At least fourteen days prior to the date of the annual meeting of the members (or such shorter time as may be permitted by applicable law), the Board of Directors shall give notice to the voting members of its nominations for the Officers and other Directors of the corporation to be voted on at the annual meeting of the members. For the purpose of identifying persons to be nominated by the Board of Directors for Officers and other Directors, there shall be a Nominating Committee, comprised of the President, President-Elect, and any three past Presidents as selected by the President and President-Elect, one of which persons shall serve as Chair, to make recommendations to the Board of Directors of its nominations for the Officers, other Directors and chairs of the various Committees of the corporation. Officers may be removed from their respective offices with or without cause by vote of a majority of the members of the Board of Directors then in office. No person shall be eligible for re-election to the office as President. No person shall serve as Treasurer or Clerk for more than four (4) consecutive years. 5. Sponsors, Benefactors, Contributors, Advisors, and Friends of the Corporation. Persons or groups of persons designated by the Board of Directors as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as the Board of Directors deems appropriate shall, except as the Board of Directors shall otherwise determine, serve in an honorary capacity. In such capacity they shall have no right to notice of or to vote at any meeting, shall not be considered for purpose of establishing a quorum and shall have no other rights or responsibilities. 6. Resignation. Any Officer or other Director may resign at any time by giving his or her resignation in writing to the President, Treasurer, Clerk or any other Officer or other Director of the corporation. 7. Removal of Directors. Directors may be removed from office at any time with or without cause by a majority vote of the Board of Directors then in office or by a majority vote of the voting members. 8. No Right to Compensation. Unless the Board of Directors in its discretion provides for compensation, no Officer or other Director resigning, and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no Officer or other Director removed, shall have any right to any compensation as such Officer or Director for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation be by the month or by the year or otherwise. Nothing in the immediately preceding sentence shall, however, preclude the reimbursement of reasonable out-of-pocket expenses incurred for and on behalf of the corporation by any such Officer or other Director in accordance with the policies of the corporation. 9. Vacancies. Continuing Officers and other Directors may act despite a vacancy or vacancies in the Board of Directors and shall for this purpose be deemed to constitute the full Board of Directors. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the Board of Directors, unless previously filled by the members in the election of the Officers and other Directors. Vacancies in any office may be filled by the Board of Directors. 10. Committees. Other than the Executive Committee and the Nominating Committee, which shall be constituted as set forth elsewhere in these By-Laws, there shall be such Committees of the corporation as may be established by the Board of Directors from time to time, each comprised of at least four members in good standing of the corporation, with one or more of such persons serving as the chair or co-chairs thereof. The number of Committees and the duties and powers of each Committee shall be established by the Board of Directors from time to time. The chairs and co-chairs, if any, of such Committees shall be elected annually by the Board of Directors for the succeeding year and shall serve at the pleasure of the Board of Directors. The chair(s) of each Committee shall be entitled to appoint any member to their Committee. The chair(s) shall also have the authority, subject to the discretion of the Board of Directors, to establish the Committee protocol, rules and procedures for conducting the Committee's business. Committee meetings shall be held at the call of such Committee's chair(s) and may be conducted in person or via telephone conference or other electronic means of communication. After ten (10) consecutive one-year terms of service as chair or co-chair of a Committee, a chair or co-chair shall not, for a period of one year, be re-appointed chair or co-chair of that Committee. No person may simultaneously serve as chair or co-chair of two or more Committees. The chair or co-chair, if any, of a Committee, with the approval of the Board of Directors, may establish a Section to be governed by the Committee, membership in which shall be open to all members in good standing of the corporation on such terms as may be established by the Board of Directors. 11. Directors Emeriti. The Nominating Committee may, but is not required to, nominate one or more Directors Emeriti for election or reelection for the following year at the annual meeting of the members. Directors Emeriti shall have the right to attend all Board of Directors meetings, receive all materials and mailings to the members of the Board of Directors, and participate in all presentations, debates and discussions of Board of Directors meetings, but shall not have the right to vote nor be counted for the purposes of a quorum at Board of Directors meetings. ARTICLE IV 1. Place. Meetings of the Board of Directors shall be held at such place within or without Massachusetts as may be named in the notice of such meeting. 2. Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held each year in December. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. In addition to the annual meeting in December, regular meetings of the Board of Directors shall be held during not less than seven (7) other months each year at such times as the Board of Directors may fix. The Executive Committee shall meet monthly and such meetings shall be open to all Directors. 3. Special Meetings. Special meetings of the Board of Directors may be called by the President, President-Elect or Clerk at other times throughout the year. 4. Notice. No notice need be given for a regular or annual meeting. Forty-eight hours notice by mail, telegraph, telephone, facsimile, electronic mail, or word of mouth shall be given for a special meeting unless shorter notice is adequate under the circumstances. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting need not be given to any member of the Board of Directors if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any member of the Board of Directors who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. 5. Quorum. A majority of the members of the Board of Directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the members of the Board of Directors present may take any action on behalf of the Board of Directors except to the extent that a larger number is required by law, the Articles of Organization or these By-Laws. 6. Action by Consent; Telephone Conference Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the members of the Board of Directors consent to the action in writing (which writing may be transmitted in original form or, to the extent permitted by applicable law, through facsimile, e-mail, or other electronic transmission) and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting. Members of the Board of Directors or any committee designated thereby may participate in a meeting of such Board of Directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. 7. Vote of Interested Officers or Directors. A member of the Board of Directors who is a member, stockholder, partner, trustee, director, officer or employee of any firm, corporation, partnership or other association with which the corporation contemplates contracting or transacting business shall disclose his or her relationship or interest to the other members of the Board of Directors acting upon or in reference to such contract or transaction. No member of the Board of Directors so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum. The affirmative vote of a majority of the disinterested members of the Board of Directors shall be required before the corporation may enter into such contract or transaction. In case the corporation enters into a contract or transacts business with any firm, corporation, partnership or other association of which one or more of the members of the Board of Directors is a member, stockholder, partner, trustee, director, officer or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such member or members of the Board of Directors have or may have interests therein which are or might be adverse to the interests of the corporation. No member or members of the Board of Directors having disclosed such adverse interest shall be liable to the corporation or to any creditor of the corporation or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such member or members of the Board of Directors be accountable for any gains or profits to be realized thereon. Notwithstanding the foregoing, nothing in this section shall require a member of the Board of Directors who is a member, stockholder, partner, trustee, director, officer or employee of an affiliate of the corporation to disclose his or her relationship with such affiliate in connection with a discussion of, or vote on, any matter dealing with such affiliate and such relationship shall not be deemed a conflict of interest for any purpose, unless otherwise expressly determined by an affirmative vote of a majority of all of the members of the Board of Directors then in office. ARTICLE V 1. Board of Directors. The Board of Directors shall be responsible for the general management and supervision of the business and affairs of the corporation except with respect to those powers reserved to the members by law, the Articles of Organization or these By-Laws. The Board of Directors may from time to time, to the extent permitted by law, delegate any of its powers to committees (including, without limitation, the Executive Committee), Officers, persons or groups of persons described in Article III, Section 5, attorneys or agents of the corporation, subject to such limitations as the Board of Directors may impose. 2. President. The President shall be the chief executive officer of the corporation and as such shall have charge of the affairs of the corporation subject to the supervision of the Board of Directors and shall preside at all meetings at which he or she is present. The President shall also have such other powers and duties as customarily belong to the office of president or as may be designated from time to time by the Board of Directors. 3. President-Elect. The President-Elect shall preside at all meetings at which the President is absent. 4. Immediate Past President. The Immediate Past President shall preside at all meetings at which both the President and the President-Elect are absent. 5. Treasurer. The Treasurer shall be the chief financial officer of the corporation. The Treasurer shall also have such powers and duties as customarily belong to the office of Treasurer or as may be designated from time to time by the President or the Board of Directors, including the collection of all dues, the payment of all bills and the maintenance of the books of account of the corporation. 6. Clerk. The Clerk shall record all proceedings of the members and Board of Directors in a book or books to be kept therefor and shall have custody of the seal of the corporation. 7. Other Officers. Other officers shall have such powers as may be designated from time to time by the Board of Directors. ARTICLE VI The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer or other Director of the corporation or of any of its subsidiaries or who at the request of the corporation may serve or at anytime has served as an officer or director of, or in a similar capacity with, another organization, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the corporation or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation; and provided further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the corporation (which approval shall not be unreasonably withheld) or by a court of competent jurisdiction. Such indemnification shall include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Article, which undertaking may be accepted without regard to the financial ability of such person to make repayment. A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she had a fiduciary duty. Where indemnification hereunder requires authorization or approval by the corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a member of the Board of Directors approves the payment of indemnification such member of the Board of Directors shall be wholly protected, if: (i) the payment has been approved or ratified (1) by a majority vote of a quorum of the Board of Directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more members of the Board of Directors who are not at that time parties to the proceedings and are selected for this purpose by the full Board of Directors (in which selection members of the Board of Directors who are parties may participate), or (3) by the regular members of the corporation if disinterested; or (ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the Board of Directors or in the manner specified in clauses (1), (2) or (3) of subparagraph (i); or (iii) the payment is approved by a court of competent jurisdiction; or (iv) the Board of Directors may have otherwise acted in accordance with the standard of conduct set forth in Chapter 180 of the Massachusetts General Laws. Any indemnification or advance of expenses under this Article shall be paid promptly, and in any event within 30 days, after the receipt by the corporation of a written request therefor from the person to be indemnified, unless with respect to a claim for indemnification the corporation shall have determined that the person is not entitled to indemnification. If the corporation denies the request or if payment is not made within such 30 day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall also be entitled to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the corporation. The right of indemnification under this Article shall be a contract right inuring to the benefit of the Officers, other Directors, and other persons entitled to be indemnified hereunder and no amendment or repeal of this Article shall adversely affect any right of such Officer, Director, or other person existing at the time of such amendment or repeal. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of an Officer, other Director, or other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by the corporation, apply to the Officers, other Directors, and other persons associated with constituent corporations that have been merged into or consolidated with the corporation who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the corporation. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which such Officer, other Director or other persons may be entitled. Nothing contained in this Article shall affect any rights to indemnification to which corporation employees or agents other than Officers and other Directors and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law. ARTICLE VII The corporation's seal shall be circular in form with the name of the corporation around the periphery and the year and state of incorporation within. The fiscal year shall commence on the first day of January of each year or such other date as the Board of Directors may determine. ARTICLE VIII These By-Laws may be altered, amended or repealed, in whole or in part, by the affirmative vote of a majority of the voting members present and voting at any meeting, the notice of which contains a statement of the proposed alteration or amendment. The Board of Directors may also make, amend or repeal these By-Laws in whole or in part and shall give written notice of such action to the membership before the next meeting of members. Any such alteration, amendment or repeal by the Board of Directors may then be altered, amended or repealed, in whole or in part, by the affirmative vote of a majority of the membership entitled to vote thereon. Notwithstanding the above provisions of this Article VIII, any amendment, alteration or repeal of a By-Law by the Board of Directors as provided for in this Article shall be valid and given full force and effect unless and until acted upon by the membership. Adopted by the MCA membership: Date of Incorporation: Amended by the MCA membership Amended by the MCA membership Amended by the MCA membership
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