Real Estate Investors Association of Greater Cincinnati

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CODE OF ETHICS FOR MEMBERS of the
REAL ESTATE INVESTORS ASSOCIATION OF GREATER CINCINNATI

The ownership and management of real estate is a highly regulated segment of the free enterprise system of the United States. As such, the members of the Real Estate Investors Association of Greater Cincinnati (REIAGC) must treat this enterprise with the utmost professionalism.

REIAGC membership means that each member is part of an organization of people intent on expanding his or her knowledge of real estate investing and management.

We, the members of REIAGC

  • Provide safe and sanitary housing
    Provide affordable housing opportunities
  • Develop and Re-Develop housing units which make neighborhoods and communities more attractive and desirable
  • Are visible as active Investment Professionals

In ordertopursuetheseendsinalegalandethicalmanner,allmembers ofREIAGCwillbeheldtoahighstandardofethicalbehavior thatincludes,butisnotlimitedtothefollowingenumeratedlistofbehaviors

I, asaREIAGC member:

  1. Will not intentionally misrepresent any material fact in my businessdealings.
  2. Keepmyselfinformed onmattersaffectinghousingin mycommunity,includinglocal,state,andfederallaws.
  3. Provide safe and sanitaryhousing.
  4. ProvideassistancetofellowREIAGCmemberswheneverprudentandappropriate.
  5. Act as a positive role model for the professions of Real Estate Investing and Housing Providers when dealing with tenants,thepublic,themedia,governmentofficials,andallothers.
  6. Willberesponsibletocompletemyownduediligenceinallbusinessdealingsandwillencourage otherstodothe same.
  7. Will not malign other REIAGCmembers.

Thosewhowant theAssociationtotakeactionagainstamemberforwhattheyperceivetobeunethicalbehaviorasdefined inthisdocumentmustpresenttheircaseandevidenceofunethicalbehaviortotheREIAGCPresident,inwriting,forreview.ThePresident,theExecutiveCommittee,andtwovolunteersfromthegeneralmembership,will-serveonanEthicsCommittee,whichthePresidentwill chair, unless he is directly involved. The Ethics Committee will investigate and review the allegations. The Ethics CommitteewillsubmittheirfindingsandmakearecommendationtotheBoardofDirectorsinatimelymanner.TheREIAGCBoardofDirectorsmaythenimposewhateversanctionsitdeemsappropriate.  Suchactionsmayinclude,butnotbe limitedto, suspensionorpermanent disbandment from the organization.

TheRealEstateInvestorsAssociationofGreaterCincinnatidoesnotendorseanyperson(s),vendor(s)ororganization(s).Itsprogramsaredesignedtobeeducational,motivational, andenjoyable.The speakers at REIAGC meetings and events primarilydiscusstechniquesandmethodsthatworkforthem.Wheneveractionsinvolvingpurchases,sales,ortenantrelationsarebeingconsidered alwaysseekcompetentlegalandtaxadviceconcerningyourspecificsituation from an accountant,attorney,orotherprofessional.

 

CODE OF REGULATIONS AND BYLAWS OF

REAL ESTATE INVESTORS’ ASSOCIATION OF

CINCINNATI

 

 

ARTICLE I. MISSION AND VISION

 

SECTION ONE. NAME. The name of this Corporation is The Real Estate Investors’ Association of Cincinnati.  

 

SECTION TWO. LOCATION. The principal office of the Corporation is located in Cincinnati, Ohio, County of Hamilton. The Corporation may have such other offices as the Board of Directors may authorize, and the Board of Directors may change the location of the principal office of the Corporation.

 

SECTION THREE. MISSION STATEMENT.

OUR MISSION IS TO ENCOURAGE OUR MEMBERS’ SUCCESS THROUGH EDUCATION AND PROFESSIONAL SERVICES, AND TO REPRESENT OUR MEMBERS AS POSITIVE, ETHICAL CONTRIBUTORS TO THE ECONOMIC AND SOCIAL WELL-BEING OF OUR COMMUNITY.

 

SECTION FOUR. Vision Statement.

THE REAL ESTATE INVESTORS’ ASSOCIATION OF Cincinnati , through the efforts of its member investors, will be recognized by the industry, by the community at large, and by government leaders as a positive professional force, providing housing opportunities throughout greater Cincinnati.

 

 

ARTICLE II. GOVERNANCE

 

The Real Estate Investors’ Association of Cincinnati (hereinafter referred to as “Association”) shall be governed in accordance with its Articles of Incorporation, these Bylaws, and those Policies and Procedures and Codes of Behavior that have been, or in future shall be, enacted by its Board of Directors, (“Board”) so as to conduct the business of the Association.

 

 

ARTICLE III. MEMBERS

 

SECTION ONE. CLASSES OF MEMBERS.   Membership in this Association shall consist of the following classes:

 

A.                          General Individual Members. A General Member is any natural person, at least 18 years of age, who has applied for Membership, been accepted by the Association., is current in their Membership dues, or is exempt from dues by virtue of having been named a Lifetime Member, and has not had their Membership revoked by action of the Board of Directors. 

B.                          General Partner Members. This category of Membership shall include individuals who joined the Association as partners.  Members who join as partners, shall have the same rights as Individual Members to attend meetings, participate in the Association and vote in elections of the Association. Although each party joining as a partner shall have the aforementioned rights, the Partner Membership shall be counted as a single unit for purposes of reporting membership numbers and some benefits provided by the Association shall be distributed by such units instead of individually.

 SECTION TWO. NEW CLASSES OF MEMBERS. The Board may from time to time add new classes of Membership.   

SECTION THREE. ACCEPTANCE AND REVOCATION OF MEMBERSHIP.  Any person who has applied for Membership and paid the dues established by the Association shall be a Member of the Association unless the Board, or such persons or committees as the Board may establish for the purpose, shall determine that there is just cause to decline or revoke the Membership.  The Board shall enact, and from time to time amend, a Code of Ethics and Code of Conduct, which Codes shall govern decisions of acceptance or revocation of Membership

 

SECTION FOUR. DUES. The Board of Directors may determine, from time to time, the amount of an initiation fee, and annual dues payable to the Association by Members of each class. Dues shall be payable in advance on the first day of each Membership Year.  The Membership Year shall be the 12 month period beginning on the first day of the Month in which the Member joins the Association and continuing for 12 months. Members may pay dues monthly by authorizing the Association to charge their credit card or directly withdraw from their checking account for a minimum of 12 months.

 

  1. Default. When a Member of any class has not paid membership within 30 days following the end of their anniversary year, the Member shall be given notice that the dues are delinquent. If after thirty days after notice is given the Member still has not paid the delinquent fees, the Membership is terminated.  A Membership terminated in this manner may be reinstated by payment of the amount due within 30 days of the termination.  Members failing to renew within that 30 day period must reapply for membership at the current New Member Dues rates at the time of reapplication and pay any initiation fee then in effect.  Such membership termination shall not relieve the Member of the responsibility to pay any amounts that have accrued.

 

SECTION FIVE. VOTING RIGHTS. General Members in good standing shall be entitled to one vote in the election of the Board, and on such issues the Board feels should be brought before the Membership. 

 

SECTION SIX. TERMINATION OF A MEMBER.

  1. Termination. The Board of Directors, by a vote of two-thirds of the Board members in attendance at a scheduled meeting or a special meeting of the Board, may reprimand, suspend, or expel any Member for cause after an appropriate hearing has been held, as defined by the Code of Ethics or Code of Professional Conduct. No refund of annual dues will be given to a Member who is terminated.
  2. Reinstatement. A former Member that has been terminated by the Board for cause may petition for reinstatement by written notice to the Board of Directors.  Reinstatement shall require the same process as Termination, whereas an affirmative vote of two-thirds of the Board members in attendance at a scheduled meeting or a special meeting of the Board is needed to reinstate the former Member.

 

SECTION SEVEN. RESIGNATION. Any Member may resign from this Association by filing a written resignation with the Executive Secretary. Such resignation shall not relieve the Member of the obligation to pay any dues, fees or other charges that have accrued as of the resignation. No refunds will be provided in cases of resignation.

 

SECTION EIGHT. TRANSFER OF MEMBERSHIP. Membership in this Association is not transferable or assignable.

           

ARTICLE IV. MEETING OF MEMBERS

 

SECTION ONE. ANNUAL MEETING OF MEMBERS. An annual meeting of the Members shall be held at such place and at such a time as the Board of Directors shall designate on the third Thursday of each October, for the purpose of electing Directors and for the consideration of reports.   The President shall give notice to all Members of the time and place of this meeting at least 5 days in advance in writing or electronically.

 

SECTION TWO. SPECIAL MEETINGS. Special meetings of the voting Members may be called by the President, or, in case of the President’s absence, death, or disability, the Vice-President authorized to exercise the authority of the President, or by a petition signed by ten (10) percent of the General Members. In case of a special meeting, written or electronic notice stating the time and the place of a meeting as well as the purpose or purposes of the meeting will be given to each Member at least twenty-four hours prior to the special meeting.

 

SECTION THREE. PLACE OF MEETINGS. The Board of Directors may designate any place in southwestern Ohio or northern Kentucky as the place of meeting.

 

SECTION FOUR. CHILDREN. Children under 18 years of age, under supervision of a Member, may attend General Meetings, but shall have no other Membership privileges.

 

SECTION FIVE. NOTICE OF MEETINGS. The President or any other person required or permitted to give notice of meetings shall direct that written or electronic notice stating the time and the place of a meeting of the Members shall be given by any appropriate means to each Member entitled to receive notice of meetings. Notice of adjournment of a meeting may be given by announcement at the meeting being adjourned.

 

SECTION SIX. QUORUM.  Meetings of the Board of Directors shall require a quorum of 50% of the current filled Board Member positions.  There shall be no requirement of a quorum of General Members at Member meetings.

 

SECTION SEVEN. ABSENTEE BALLOTS.  At any meeting of the General Membership, signed absentee ballots, in a form to be established by the Board may be delivered to the Executive Secretary or President prior to the start of the election process and will be counted so long as the absentee ballot was received prior to the start if the meeting.

 

SECTION EIGHT. CUMULATIVE VOTING. Notwithstanding any provision of the general corporation law of Ohio, now or hereafter in effect, no shareholder shall have the right to vote cumulatively in the election of Directors of the Association.

 

ARTICLE V. BOARD OF DIRECTORS

 

SECTION ONE. GENERAL POWERS. The Board of Directors shall manage the affairs of the Association. Any General Member of the Association who meets the qualifications set for the Board of Directors may serve as a Director.

 

SECTION TWO. NUMBER AND TENURE. The number of Directors shall be twelve Nine, unless the Immediate Past President is included as stated in Section 13 of these Bylaws, in which case the total number of Directors may be thirteen Ten. Four Three Directors shall be elected annually at the October Annual Meeting for a three-year term. A second three year term may be sought as provided for in Section Fourteen of this Article. The Director shall hold office until a successor is elected, or until the Director’s earlier resignation, removal from office, death, or incapacity.  In the event that resignations or removals reduce the number of Directors seats filled, the remaining Directors shall continue to manage the Association until the vacant seats can be filled and all quorum or voting requirements shall be calculated based on the number of current filled seats.

 

SECTION THREE. QUALIFICATIONS. Any director who misses three regular meetings of the Board of Directors during an annual term shall be automatically removed from the Board of Directors. Said Director may petition for reinstatement by written notice to the Board of Directors.

 

Attendance at meetings may be in person, or via electronic means. Attendance via electronic means can only be used for a maximum of 3 meetings per annual term. Attendance via electronic means for more than 3 meetings will count as an absence.Any Director removed for absence, may petition for reinstatement by written notice to the Board of Directors. Reinstatement shall be vote on by majority vote of the Directors. A Director that is removed may still retain General Membership in the Association and may run for a Director position after waiting for a period of one year.

 

A detailed list of qualifications for the Directors shall be prepared from time to time by the Executive Committee with the majority approval of the Board of Directors. Rules governing the election to the Board are outlined in Section Fourteen of this Article.

 

SECTION FOUR. EXPULSION FROM THE BOARD. The Board of Directors, at a properly constituted meeting, may suspend or expel a Director by an affirmative vote of two-thirds of the Directors present, for cause after a hearing following procedures to be established by the Codes of Ethics and Conduct.

 

SECTION FIVE. REPLACEMENT OF A BOARD MEMBER. In the event that an elected Director is not able to complete the remainder of his/her term, the Board of Directors shall:

 

  1. Appoint a Member who meets the qualifications for Director as recommended by the Executive Committee and approved by simple majority of the Board of Directors to serve as a replacement Director for the remainder of the current year, and a new Director shall be elected by the Membership at the next Annual Meeting to fill the balance of the term.

 

SECTION SIX. ANNUAL MEETINGS. The Board of Directors shall meet at least once annually in November.

 

SECTION SEVEN. SPECIAL MEETINGS. The President, any Vice-President, or any two Directors may call special meetings of the Board of Directors. Meetings of the Board of Directors may be held at such place and at such time as the Directors may designate.

 

SECTION EIGHT. NOTICE OF MEETINGS. Written notice of the time, place and purpose of any meeting of the Board of Directors shall be given to each Director either by personal delivery or by mail, fax, electronic mail, telephone, at least two days before the meeting.

 

SECTION NINE. VOTING. For the Board of Directors to convene business, a quorum of 50% of the filled Director positions must be present. For a vote to pass, a majority vote of Directors in attendance is needed. Absentee ballots are valid if submitted to the President or Executive Secretary prior to the start of the meeting. Abstentions are considered to be statements by board members that they do not wish to express a statement on the issue considered and the Abstention vote is not included in calculating the majority. Recuse voting is to be used by Board members who, themselves, will have monetary or other personal gain from a vote or have personal association from anyone who does, either by contract, hiring or other means of gain.

 

 

SECTION ELEVEN. INFORMAL ACTION BY DIRECTORS. Any action required by law to be taken at a meeting of the Board of Directors, or any other action  can be taken without a meeting, if consent in writing setting forth such  action is signed by all of the Directors.

 

SECTION TWELVE. COMPENSATION. Directors will be compensated in an amount to be determined by the Board, not to exceed 200% of the annual Single Member dues. Compensation shall be paid in a manner agreed to by the Board, and such manner may be changed by a two-thirds majority vote of the Board. Compensation will be distributed over the course of the year, so that Directors who leave the Board shall not have been previously compensated for the full upcoming year. Directors may be compensated for other services, by resolution of the Board of Directors.

 

SECTION THIRTEEN. IMMEDIATE PAST PRESIDENT. Should the conclusion of the President’s term of office coincide with the conclusion of their term on the Board of Directors, the Past President will be asked to serve for one additional year as a member of the Board of Directors with full voting rights and privileges thereof[JF1] . This shall be an additional seat from the twelve Nine ordinary Director seats as delineated in Section Two of the Article. Said Past President must be off the Board for one year before running again for election as a Director, except as for provided in Article V, Section Fourteen of these Bylaws.

 

SECTION FOURTEEN. RE-ELECTION OF DIRECTORS. Directors that have served for three or more consecutive years are not eligible to run for election, or to be appointed to fill a vacant seat until they have been off the Board for one year.  Directors who have served for less than a three-year term shall be eligible for election for a full three-year term as detailed in Section Five of this Article.  If a Director is first elected to the office of President in his/her third year on the Board, and desires to seek a second one-year term as President, it is permissible under the following conditions:

 

  1. The Nominating Committee selects him/her for that position, and
  2. The General Membership elects him/her to an additional one-year term as a Director.

Should a Director desire to run for a second 3 year term, he/she may enter his/her name to the Nominations Committee for inclusion on the ballot.  Under no circumstances may the Director serve more than 6 consecutive years on the Board without being off the Board for one year, as provided for in these ByLaws.

 

SECTION FIFTEEN. CONFLICT OF INTEREST. Directors shall report any actual or potential conflicts of interest to the President[JZ2]   and shall recuse themselves from any vote regarding any action in which he or she is an interested party or has a conflict of interest.

 

ARTICLE VI. OFFICERS

 

SECTION ONE. OFFICERS. The Officers of the Association shall be a President, one or more Vice-Presidents, a Treasurer, the Immediate Past President, and Secretary. The Board of Directors may elect Officers in accordance with the provisions of this article by a majority vote, as it shall deem desirable. Such Officers have the authority to perform the duties prescribed in the following sections. The Board of Directors may, from time to time, create such officers and appoint such other officers as it sees fit.

 

SECTION TWO. ELECTION AND TERM OF OFFICE. The President and Vice President(s) must be elected by the Directors. Officers will be nominated and elected in November at the Annual Meeting of the Board of Directors. New Officers elected in November will take office January 1 of the following year. The newly elected Directors can vote for Officers while the Directors serving in their last year cannot vote for Officers. New Officers may be created and filled at any meeting of the Board of Directors, with the Officers so elected taking office immediately for a partial term running to January 1, of the following year. Each Officer shall hold office until his/her successor is duly elected and has taken office.  In the event an elected Officer fails to take office, a new election will be held at the next regularly scheduled Board of Directors meeting. Any Officer may run for re-election within the confines of his/her three-year term limitations on the board.

 

SECTION THREE. REMOVAL. Any Officer elected or appointed by the Board of Directors may be removed of his or her Officer position by a two-thirds vote of the Board of Directors present if in the Board’s judgment the best interests of the Association would be served by such removal. The removal shall be without prejudice to any contract rights[JF3]  or any other agreements between the Officer and the Association. An Officer so removed from his or her position may continue as a general Director.

 

SECTION FOUR. VACANCIES. A vacancy in any office except President, because of death, incapacitation, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors at its next meeting. If the office of President becomes vacant, the following succession shall prevail: Vice President in order of their election (First Vice President, Second Vice President etc.).  If none of the Vice Presidents can serve, then the Board of Directors shall elect a President at their next regular meeting or at a special meeting called before the next scheduled meeting.

 

SECTION FIVE. PRESIDENT. The President shall be the principal executive Officer of the Association and shall, in general, supervise and control all of the business and affairs of the association. He/she shall preside at all meetings of the members, and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. A candidate must have served on the Board of Directors as an elected Member for a minimum of 12 months to be elected President. The President, if elected in their third year as director, can be elected for a fourth year in order to serve two consecutive years as President.  The Presidency is limited to two consecutive years.  The President may sign, with any Officer of the association authorized by the Board of Directors, any deeds, mortgages, bonds, contract, or other instruments that the Board of Directors has authorized to be executed.

 

SECTION SIX. VICE-PRESIDENTS. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President or in the event there be more than one Vice President, vice-presidents in the order of their election[JF4] , shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions on the President unless otherwise decided by emergency action by the board, at the November meeting of the Board of Directors. Any Vice President shall perform such other duties assigned by the President or by the Board of Directors. A candidate must have served on the Board of Directors as an elected Member for a minimum of 6 months to be elected Vice-President.

 

SECTION SEVEN. SECRETARY. The Secretary shall be responsible for corporate minutes for meetings of the Members and the Board of Directors, ensure that all notices are given in accordance with the provisions of the Bylaws, and any other duties assigned by the President or Board of Directors. If there is no Executive Secretary, the Secretary shall also be custodian of corporate records and keep a record of the names and addresses of all Members and Directors.

 

SECTION EIGHT. TREASURER. The Treasurer shall have charge and custody of and be responsible for, all funds and securities of the Association; maintain adequate insurance for the assets and liability of the Association and the Directors; prepare the annual budget of the Association; assist the internal audit committee and /or the external auditors with the annual audit of the Association; and perform other duties assigned by the President or Board of Directors. The Treasurer shall perform the duties of the Controller if there isn’t one or until one is appointed.  If required by the Board of Directors, a bond shall be purchased by the Association for the faithful discharge of his/her duties.

 

ARTICLE VII. PAID STAFF

 

The Board of Directors may appoint certainpaid Executive positions, including but not limited to, Executive Director, Executive Secretary and Controller, from time to time. The Board of Directors may create and fill such positions in accordance with the provisions of this article. Supervision of the activities of such paid Executive staff fall under the purview of the President.  Employment and compensation issues shall be decided by the Executive Committee.  Employment agreements should be provided by the Executive Committee and approved by the Board of Directors for all paid Executive positions.

 

ARTICLE VIII. COMMITTEES

 

SECTION ONE. EXECUTIVE COMMITTEE The Executive Committee shall ensure that the business of the Association is carried out when the Board of Directors is not in session. The Executive Committee shall consist of the Immediate Past President, President, Vice Presidents, Secretary and Treasurer. Minutes shall be taken of all Executive Committee meetings.

 

SECTION TWO. STANDING COMMITTEES. The Board of Directors, by resolution, may create one or more standing committees, define the responsibilities of such committees and oversee the operations of such committees. The Board shall appoint a Committee chair who shall choose the other members of the committee in consultation with the President. Committee chairs may appoint and remove committee Members as the chair finds necessary and appropriate. 

 

SECTION THREE. OTHER COMMITTEES.  The Board of Directors may create ad hoc committees with such membership, powers and duties as may be deemed necessary or advisable in conducting the business, activities and affairs of the Association.  The President, with the consent of the Board, shall define parameters of how Committees shall operate, and shall maintain oversight responsibility of such Committees. The President shall appoint the Committee Chair.  The Committee Chair may appoint and remove Committee Members as deemed necessary and appropriate.

 

SECTION FOUR. QUORUM. Unless otherwise provided in the Bylaws, a majority of the Committee membership shall constitute a quorum for the meeting of any committee.

 

SECTION FIVE. RULES. Each committee may adopt rules for its own government not inconsistent with the regulations and Bylaws of the Association or with rules adopted by the Board of Directors.

 

 

ARTICLE IX. AUDITS, CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

SECTION ONE. AUDIT COMMITTEE.An Audit Committee is to be established and given the responsibility for overseeing financial audits, performance audits, and any other audit services needed.  This Committee shall review the financial statements and any audit reports prepared for the Association either by Officers of the Association or external auditors and shall insure that generally accepted auditing practices are used in such audits and reports.  At least once in each three years an external audit shall be conducted. The creation of the committee is governed by the rules in Article 8, Section 2.

 

 

SECTION TWO. CONTRACTS. The Board of Directors may authorize by resolution any Director or Directors, agent or agents of the Association, in addition to the officers so authorized by these regulations and Bylaws, to enter into any contact or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. All contracts must be reviewed and signed by the Executive Committee or such persons as the Executive Committee designates. All contracts involving payment of Association funds must be submitted to the Treasurer.  Speaker contracts should be reviewed by the Board of Directors if material changes are made.

 

SECTION THREE. CHECKS, DRAFTS, OR ORDERS FOR PAYMENT. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness in excess of five hundred dollars ($500.00) issued in the name of the Association must be signed by at least two (2) of the following: President, Treasurer, Controller [JZ5] . All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness less than five hundred dollars ($500.00) issued in the name of the Association shall require only one signature of any of the above..

 

SECTION FOUR. DEPOSITS. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, financial institutions, and money market funds as the Board of Directors may select.

 

SECTION FIVE. GIFTS. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or device for the general purpose or any special purpose for the Association. Such gift shall be recognized in writing by the Executive Secretary, in accordance with applicable laws.

 

ARTICLE X. MISCELLANEOUS

 

SECTION ONE. BOOKS AND RECORDS. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors. The Association shall keep at a place designated by the Board of Directors a record giving the names and addresses of the Members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney, for any proper purpose, at any reasonable time during normal business hours.

SECTION TWO. FISCAL YEAR. The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

SECTION THREE. CORPORATE SEAL. The Board of Directors may provide a corporate seal.

SECTION FOUR. WAIVER OF NOTICE. Whenever any notice is required to be given under the provision of the Ohio Nonprofit Corporation Law or under the provisions of the articles or regulations, or Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the holding of such meeting, shall be deemed equivalent to the giving of such notice. The waiver, or waivers, in writing, shall be filed with or entered upon the records of the meeting.

SECTION FIVE. RULES. Where an issue arises that the Bylaws, and such Codes of Conduct, ethics, or other regulations established in conformity to these Bylaws do not address, the current edition of Robert’s Rules of Order shall control.

ARTICLE XI. AMENDMENTS

The Bylaws of this Association may be amended, repealed, or supplemented. New Bylaws may be adopted by affirmative vote of two-thirds of the Board of Directors at any regular meeting, provided that the amendment(s) or new Bylaws have been submitted in writing to each board member at the previous regular board meeting.

ARTICLE XII. INDEMNIFICATIONS 

Every Director, Officer, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including attorney fees, reasonably incurred or imposed in connection with any proceeding in which they become involved, either during or after their service, by reason of their service as a Director, Officer or employee of the Association, except in cases of willful misfeasance or malfeasance.  This indemnification shall not exceed the limits of the Association’s liability insurance policies.