RAPB FOUNDATION, INC. BYLAWS
ARTICLE 1. PURPOSE
The specific and general purposes for which the corporation is organized are:
1.1 To support the education of its members through skill training, leadership development, and research that will provide the foundation for their current and future economic success;
1.2 To assist other organizations, municipalities and states who suffer property and personal loss as a result of natural disasters; and to assist its members and/or their families who suffer financial hardship due to catastrophic illness and/or death;
1.3 To support programs that promote fair housing and/or expands the availability of affordable housing;
1.4 To operate exclusively in any other manner for such charitable, religious, educational, and scientific purposes as will qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or under any corresponding provisions of any subsequent federal tax laws, covering the distributions to organizations qualified as tax exempt organizations under the Internal Revenue Code as amended.
ARTICLE 2. MEMBERSHIP
2.1 Classes and Voting. There shall be one class of members of the Corporation. Each member shall be entitled to vote on all matters for which a membership vote is permitted by law, the Articles of Incorporation, or the Bylaws of this Corporation.
2.2 Qualifications. All members of the Board of Directors of the Realtors® Association of the Palm Beaches shall be members of the Corporation.
2.3 Termination of Membership. Membership may be terminated by the Foundation’s Board of Directors after giving the member at least 15 days written notice by first class or certified mail of the termination and reasons for the termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.
2.4 Annual Meeting. The annual meeting of the members shall be held immediately following the October meeting of the Board of Directors of the Realtors® Association of the Palm Beaches.
2.5 Special Meeting. Special meetings of the members shall be held at the call of the Foundation’s Board of Directors, or by the call of the holders of at least five percent of the voting power of the Corporation by a demand signed, dated, and delivered to the Corporation’s Secretary. Such demand by the members shall describe the purpose for the meeting.
2.6 Notice of Meeting. Notice of all meetings of the members shall be given to each member at the last e-mail address of record at least 7 days before the meeting. The notice shall include the date, time, place, and purposes of the meeting.
2.7 Quorum and Voting. A majority of the members shall constitute a quorum. A majority vote of the members present and voting is the act of the members, unless these Bylaws of the law provides differently.
2.8 Proxy an Absentee Voting. There shall be no voting by proxy or absentee ballot.
2.9 Action by Consent. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a members’ meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all members.
2.10 Telephone Conference Meetings. A conference among members held by telecommunications in which the participants may simultaneously hear each other during the conference, constitutes a meeting of the members, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference could be sufficient to constitute a quorum at the meeting. Participation in a meeting by said means constitutes personal presence at the meeting.
2.11 Voting by Mail or Electronic Media. When determined to be advisable by the Board of Directors, the entire vote in any single issue may be by mail or electronic means. In such case the notice shall state each issue to be voted on by mail and, in accordance with the notice requirements of these Bylaws, shall further state the date by which the ballot must be returned to the Corporation to be a valid vote for such issues. The notice shall be accompanied by a written form of ballot covering each issue on which a mail vote is to be had.
ARTICLE 3. BOARD OF DIRECTORS
3.1 Composition. The Board of Directors shall be comprised of the Immediate Past President, President, President-elect, Corporate Secretary/CEO and two members at large of the Realtors® Association of the Palm Beaches. To be appointed by the president of the foundation.
3.2 Duties. The affairs of the Corporation shall be managed by the Board of Directors.
3.3 Number. The number of Directors may vary between a minimum of two and a maximum of four.
3.4 Term and Election. A Director shall serve coinciding with his/her term as an officer of the Realtors® Association of the Palm Beaches pursuant to 3.1. Members at large shall serve two year terms.
3.5 Removal. Any Director may be removed if they no longer hold the position with the Realtors® Association of the Palm Beaches pursuant to 3.1.
3.6 Vacancies. Vacancies on the Board of Directors will remain vacant until the positions pursuant to 3.1 are filled by the Realtors® Association of the Palm Beaches.
3.7 Quorum and Action. A majority of the Directors shall constitute a quorum. If a quorum is present, action shall be taken by a majority of those present and voting, except as provided otherwise by these Bylaws or required by state law.
3.8 Regular Meetings. Regular meetings of the Board of Directors shall be held at times and places to be determined by the President of the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required.
3.9 Special Meetings. Special meetings of the board of Directors shall be held at the time and place to be determined by the President or Board of Directors. Notice of such meetings, describing the date, time place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two day prior to the special meeting.
3.10 Telephone and Electronic Meetings. Any regular or special meeting of the Board of Directors may be held by telephone or electronic media provided that all directors are notified of the meeting in advance.
3.11 No Salary. Directors shall not receive salaries or any other type of compensation.
3.12 Action by Consent. Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a board meeting, may be taken without a meeting if consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.
ARTICLE 4. COMMITTEES
4.1 Committees. The Board of Directors may establish such committees as it deems necessary and desirable. Any such committees appointed shall serve at the pleasure of the Board and shall report directly to the Board.
4.2 Composition of Committees. Appointment to committees shall not be limited to Board members or members. Composition of any committees and appointees thereto shall be determined by the Board of Directors.
- Quorum and Action. A majority of the members of the committee will constitute a quorum. Action shall be taken by a majority of those present and voting once a quorum has been established.
- Limitations on the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the Corporation to its directors or officers; may approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets; may elect, appoint, or remove directors of fill vacancies on the board or any of its committees; nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors.
ARTICLE 5. OFFICERS
- Titles and Appointment. The officers of this Corporation shall be the President, Vice President and Secretary/Treasurer. The President shall be the Immediate Past President of the Realtors® Association of the Palm Beaches. The Vice President shall be the current President of the Realtors® Association of the Palm Beaches and the Secretary/Treasurer shall be the Corporate Secretary of the Realtors® Association of the Palm Beaches.
- Duties and Responsibilities. The duties and responsibilities of each officer shall be those commonly associated with the titles plus any additional duties and responsibilities prescribed by the Board of Directors.
- 5.3Vacancy. A vacancy of the office of President, Vice President or Secretary/Treasurer shall be filled not later then the first regular meeting of the Board of Directors.
- 5.4Removal. Any officer may be removed, with or without cause, by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of such officer.
- 5.5Resignation. Any officer may resign at any time by giving written notice to the Corporation. The resignation is effective when notice is given to the Corporation, unless a later date is specified in the notice, and acceptance of the resignation shall not be necessary to make it effective.
- Other Officers. The Board of Directors may elect or appoint other officers, agents, and employees as it shall deem necessary and desirable. They shall hold their offices for such terms, have such authority, and perform such duties as shall be determined by the Board of Directors.
ARTICLE 6. CORPORATE INDEMNITY
This Corporation will indemnify its officers and directors to the fullest extent allowed by Florida law.
ARTICLE 7. AMENDMENTS TO BYLAWS
These Bylaws may be amended or repealed and new Bylaws adopted, by the Board of Directors by a two-thirds vote of directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least seven days notice of the date, time, and place of the meetings which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
ARTICLE 8. AMENDMENTS TO ARTICLES OF INCORPORATION
The Articles of Incorporation may be amended or rescinded in whole or in part at any meeting of the corporation by a two-thirds vote of the members
present and voting, a quorum being present, provided the proposed change has been distributed to the Board of Directors thirty (30) days prior to the annual meeting.
ARTICLE 9. FISCAL AND APPIONTIVE YEAR
The fiscal year and appointive year for the Directors of the Corporation shall begin October 1 and end September 30.
ARTICLE 10. PARLIAMENTARY AUTHORITY
The parliamentary authority for all meetings of the Corporation shall be Roberts Rules of Order (latest revision), when not in conflict with these bylaws.
Date Adopted: May 21, 2009
RAPB Foundation, Inc. Initiatives
Pay it Forward Foundation
The Pay It Forward Foundation was established to help provide financial assistance to RAPB members and their immediate families who, despite making an determined effort, are in economic distress. Through this foundation, our Realtor® members can "pay it forward" by helping other Realtors®.
Annual Fair Housing Poster, Essay and Video Contest
Palm Beach County fair housing laws state that it is illegal to discriminate in the sale or rental of housing because of race, color, religion, age, familial status, disability, national origin, gender, sexual orientation, gender identity or expression or marital status. The RAPB Foundation, Inc. hosts an annual Fair Housing Poster, Essay and Video contest to help students learn about the importance of Fair Housing. View 2016 entries.