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TODAY IS:

DATE: May 25, 2016
TO: ALL REALTOR® Members
FROM: Mike Graziano, Executive Vice President
RE: Notice of General Membership Meeting -
Proposed Amendments to PGCAR Bylaws
The Board of Directors has just completed a review of the PGCAR Bylaws. During review, it was noted that several amendments are necessary to streamline processes, establish a "teleconference" policy, increase quorums based on member counts, clarify appointed terms, and to strengthen policy for failure to attend meetings.

Detailed below are the articles which are proposed for amendment. All of the proposed amendments have been approved by PGCAR Legal Counsel. All members are encouraged to study the proposed amendments. The proposed amendments will be voted on by the membership at the PGCAR General Membership Meeting scheduled for June 14, 2016. A full copy of the current PGCAR Bylaws is available here. Members may also obtain a copy of the bylaws by contacting the Association office.

General Membership Meeting
Tuesday June 14, 2016
11:15 AM Registration
La Fontaine Bleue
7963 Annapolis Road
Lanham, MD 20706

REGISTER HERE >

The proposed changes are detailed below. All amendments are indicated in red, stricken language is indicated by strike through, new language is indicated in CAPITAL text:

ARTICLE XI - OFFICERS AND DIRECTORS

Section l. Officers. The elected officers of the Association shall be: a President, President-Elect and Secretary who shall each be elected for a term of one (1) year. The President-Elect shall automatically become President at the expiration of his or her term as President-Elect absent unusual or unforeseen circumstances. and events or if an appointee is filling an unexpired term. THE PRESIDENT-ELECT SHALL AUTOMATICALLY BECOME PRESIDENT WHEN THE CURRENT PRESIDENT IS UNABLE OR UNWILLING TO COMPLETE THE ELECTED TERM AS PRESIDENT. The Treasurer shall be appointed by the Board of Directors for a two (2) year term subject to the affirmation by the Board of Directors at the first meeting of the second year of office. For the purposes of these Bylaws, the Treasurer is an officer of the Association but is not necessarily a line officer for the purposes of succession to the next highest office.

SECTION 4. ATTENDANCE BY TELEPHONE. MEMBERS OF THE BOARD OF DIRECTORS MAY PARTICIPATE IN ANY REGULAR MEETING OF THE BOARD OF DIRECTORS THROUGH THE USE OF A CONFERENCE TELEPHONE OR SIMILAR COMMUNICATION EQUIPMENT BY MEANS OF WHICH ALL PERSONS PARTICIPATING IN THE MEETING CAN HEAR EACH OTHER. SUCH PARTICIPATION SHALL CONSTITUTE PRESENCE AT THE MEETING. HOWEVER, A DIRECTOR MAY NOT PARTICIPATE IN MORE THAN THREE (3) REGULAR MEETINGS OF THE BOARD OF DIRECTORS BY TELEPHONE OR SIMILAR COMMUNICATION EQUIPMENT.

Section 6. Vacancies. Subject to Article XI, Section 1., Officers, vacancies among the Officers and the Board of Directors shall be appointed by a simple majority vote of the Board of Directors until the TERM EXPIRES next annual election. An Officer or Director who fails to attend three (3) regular meetings of the Board of Directors shall be deemed to have resigned from the Board of Directors and the vacancy will be filled as herein provided unless a written exception is accepted by the President and approved by the Board of Directors.

Section 8. Ineligibility to Run for Elective Office. A Director or Officer shall be deemed ineligible to run for office for Director or Officer in future elections, after they have been involuntarily removed from office or the Board by petition under Article XI: Section 7, or if they resigned from their office or the Board while the subject of a petition for Removal of Officers and Directors or if they have resigned from their office or the Board under a cloud of suspicion of impropriety or if they resigned from their office or the Board while the subject of an investigation of allegations of impropriety. A DIRECTOR OR OFFICER SHALL BE DEEMED INELIGIBLE TO RUN FOR OFFICE FOR DIRECTOR OR OFFICER IN THE NEXT ELECTION IF DEEMED TO HAVE RESIGNED FROM THE BOARD FOR FAILURE TO ATTEND THREE REGULAR MEETINGS OF THE BOARD WITHIN THE FISCAL YEAR, AS STIPULATED IN ARTICLE XI, SECTION 3., BOARD OF DIRECTORS AND SECTION 6., VACANCIES.

ARTICLE XII- MEETINGS

Section 5. Quorum. A quorum for the transaction of business AT MEETINGS OF THE MEMBERS shall consist of at least ten (10) Members ONE PERCENT (1%) OF THE MEMBERS IN GOOD STANDING AND eligible to vote present at the time of such meeting.

ARTICLE XIII - COMMITTEES

Section 5. Attendance. Any committee Member who fails to attend three successive regular or special meetings of the committee, without excuse acceptable to the chairman of the committee, shall be deemed to have resigned from the committee and the vacancy shall be filled as herein provided for original appointments.

Section 7. Attendance by Telephone. Members of a committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall be at the discretion of the President and/or Chair and shall constitute presence at the meeting. HOWEVER, A COMMITTEE MEMBER MAY NOT PARTICIPATE IN MORE THAN THREE (3) REGULAR MEETINGS OF THE COMMITTEE BY TELEPHONE OR SIMILAR COMMUNICATION EQUIPMENT.



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