An association dedicated to promoting ethical real estate investing and protecting and promoting the best interest of our membership through educational and networking opportunities as well as community, legislative and public relations.
NEW ORLEANS REAL ESTATE INVESTORS ASSOCIATION
Code of Ethics
As a member of the New Orleans Real Estate Investors Association, all members agree to observe and be bound by the following Code of Ethics:
- Members shall treat other members of the Association with courtesy and respect, and shall refrain from unjust comments or criticism about fellow members.
- Members will not knowingly engage in activities that will bring discredit to their fellow members or the Association.
- Members will act as positive role models when dealing with tenants, the public, media, and government officials while investing in and providing properties, products or services to others.
- Members will not knowingly construct or maintain unsafe, unsanitary or otherwise uninhabitable housing.
- Members shall not discriminate against any person on account of race, color, religion, age, national origin, sex, handicap or familial status as defined by applicable local, state and federal laws.
- It shall be a material violation of the Code for any member to use the membership directory for solicitations or for commercial purposes without written permission of the board.
- Members will endeavor to provide assistance to fellow members whenever prudent and appropriate. When providing advice or information, members shall do so only to the extent that they feel competent to do so.
- Members shall be prudent in their disclosure of information regarding other persons or entities. In particular, information of a personal nature shall be treated judiciously and disclosed only when required or permitted by law or by the person or business about whom the information is disclosed.
- Members will not intentionally misrepresent any material facts in dealing with other members or the general public. For example, and without limiting the generality of the foregoing, members will not intentionally lie, cheat, steal or otherwise take unfair advantage of others in the conduct of their real estate transactions or other business dealings.
- Members will endeavor to keep themselves informed on matters affecting housing and other real estate in their community, including local, state and federal laws, regulations and significant judicial decisions, and shall conduct themselves in accordance therewith. Members shall strive to improve their knowledge and competence in matters relating to real estate investing and management.
- Members shall comply both in spirit and letter within rules and regulations prescribed by law and government agencies for health, safety and progress of the community; with complete compliance with all Civil Rights legislation being mandatory.
NEW ORLEANS REAL ESTATE INVESTORS ASSOCIATION, INC.
The name of this Association shall be the New Orleans Real Estate Investors Association, Inc. (hereinafter Association).
ARTICLE II PURPOSE
This association is organized exclusively for education purposes, primarily for the education of and the mutual exchange of information by persons engaged in real estate investing and other Investments. This purpose is to be carried out at meetings, seminars, lectures, and publications, all on a non-profit basis. No part of any net earnings, membership fees or other assets of this corporation shall inure to the benefit of any private shareholder orindividual.
ARTICLE III MEMBERSHIP
Membership in the Association is open to any person and/or entity without regard to race, color, sex, handicapped, or national or ethnic origin, provided such persons adopt and abide by the Articles of Incorporation, the Bylaws and any other rules and regulations or resolutions of the organization.
3.2 CATEGORIES OF MEMBERSHIP
Regular Membership shall be granted to natural persons who are current on their dues and have complied with all the provisions applicable to the category of regular membership.
Business Membership shall be granted to any non-natural person or entity that has paid the dues and is in compliance with all of the provisions applicable to this category of membership.
Family membership shall be granted to persons of immediate family living in the same household of a regular member who is current on his/her dues.
Honorary Membership shall be bestowed by the Board of Directors under conditions as defined by theBoard.
The annual dues are to be established by the Board of Directors. These annual dues shall run from the meeting date of the month in which they were paid to the meeting date of the prior month the following year.
The Board of Directors may also establish an initiation fee for membership.
Any member failing to pay association dues within the grace period set by the Board of Directors shall forfeit rights to membership and shall be automatically dropped from the membership roll.
3.5 SUSPENSION ANDEXPULSION
The Board of Directors may expel any member found to have been responsible for conduct detrimental to the purpose and interest of the Association upon a two-third vote of the members of the Board of Directors at a meeting in which the required quorum of the Board is present. The Board should be satisfied as to the accuracy of any changes of such detrimental conduct.
3.6 EVIDENCE OFMEMBERSHIP
The Association may provide evidence of membership by means of an official membership card.
ARTICLE IV BOARD OF DIRECTORS
4.1 MANAGEMENT OF CORPORATE AFFAIRS
The affairs of the Association shall be managed and conducted by a Board of Directors of not fewer than seven and not more than fourteen Directors.
Members of the Board of Directors shall be members of the Association.
The Board of Directors meets monthly on the fourth Thursday of the month unless the Board determines otherwise.
The terms of the members of the Boards of Directors (as both Board members and as Officers) shall be for a one year period. The term shall begin upon adjournment of the April Board meeting following election and shall end upon adjournment of the next April Board meeting.
The Board of Directors may select a chairman from amongst its members. The Chairman shall be, ex officio, a member of all standing committees. The Chairman shall see to it that all resolutions and orders of Board of Directors are carried into effect.
Any Board member missing any 2 of 3 consecutive Board meetings shall automatically tender his or her resignation and shall require a majority vote of the current Board of Directors to be reinstated. Participation by conference call will constitute attendance.
ARTICLE V EXECUTIVE OFFICER
The Officers of the Association as listed in 5.2 shall be selected from and by the Board of Directors.
5.2 OFFICER ANDDUTIES
The Officers of the Association shall include the President, First Vice President, Second Vice President, Secretary and Treasurer.
The President is the Chief Executive Officer of the association and has the responsibility of a general oversight of the affairs of the Association. The President shall also be Chairperson of and preside at all meeting of the members of the Association.
5.4 FIRST VICE PRESIDENT
The First Vice President may be Programming Chairperson and shall perform the duties and exercise the powers of the President in the President's absence or disability and shall perform such other duties as the Board of Directors may prescribe or the President may delegate. The First Vice President may be responsible for the oversight of the programming for members, more particularly the monthly member meetings and any special meeting, workshop, or seminars in keeping with the purpose of this Association.
5.5 SECOND VICE PRESIDENT
The Second Vice President may be Membership Chairperson and shall be responsible for the solicitation of the membership and shall seek additional members to form a membership committee at the direction of the Second Vice President. Such Vice President may be the Chairperson of the membership committee.
The Secretary shall attend all meetings of the Association and of the Board of Directors and shall keep or cause to be kept a record of the votes of the Association and minutes or the transactions and significant events of the Association. The Secretary shall be responsible for maintaining official correspondence, past minutes and all official records of the Association not the specific property of another officeholder.
The Treasurer shall be responsible for all the monies of the Association received or paid out and shall be responsible to deposit funds in a bank approved by the Board of Directors. The treasure shall keep details records of all financial transactions and report on the budget at all meetings of the Board of Directors.
5.8 ADDITIONAL OFFICERS
The Association may have additional officers which shall be selected by the Board of Directors.
Unless determined otherwise by the Board of Directors, Officers are appointed for a term which begins upon appointment and terminates upon adjournment of the April Board meeting. The maximum appointment is for one year but may be terminated at any time by the board of Directors.
NOMINATIONS AND ELECTIONS
The nominating committee shall consist of at least three members of the Board of Directors. The nominating committee shall be appointed at or before the February Board meeting.
The Board of Directors shall elect the new board from the list submitted by the nominating committee at the March Board of Director’s meeting.
6.2.1QUORUM OF MEMBERS OF BOARD OFDIRECTORS
A majority of Board of Directors shall constitute a quorum. A quorum shall be necessary for the transaction of any business and/or the elections of Directors.
6.2.2 NOTICE OF MEETING OF MEMBERS
Notice is not required for any meeting of the general membership which votes on the transaction of any business.
6.3 JOINT MEETING
The April Board of directors meeting shall be a joint meeting of the outgoing and newly elected members of the Board of Directors to facilitate continuity. The newly elected Board may not vote, nor are its members counted toward aquorum.
ARTICLE VII DUTIES OF DIRECTORS
It is the duty of all Officers and Directors of the Association to faithfully attend all regular meetings of the Board of Directors and general membership meetings.
At no time shall the Officers and Directors of the Association represent that their function is that of carrying out of the purposes and policies of the Board of Directors without authority of the Board of Directors, if an Officer or Director identifies himself or herself as an Officer or Director of the organization in his or her private business deals and if such identity could be misconstrued as one of representing the Association in such capacity, it is the duty of the Officer or Director to disclaim such representation.
ARTICLE III VACANCIES
8.1 FILLING VACANCIES
Vacancy in any office because of death, resignation, removal, disqualification, incapacity or any other cause may be filled by a majority vote of the Board of directors.
8.2 UNEXPIRED TERM
A Director of Officer appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor and may be eligible for nomination to any such office or directorship when said term expires.
RESIGNATION DIRECTORS AND OFFICERS
Any Director of Officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at date of receipt of such notice or at any time specified therein, unless otherwise specified necessary to make such resignation effective.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, ANDAGENTS
The Association may indemnify and hold harmless any person who is a party to or who is made is
made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigate (including any action by or in the right of the Association) by reason of the fact that he or she is or was a director, officer, employee or agent of the Association. Expenses (including attorneys' fee), judgments, fines and amounts paid in settlement, actually and reasonable, incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she believed to be in or not opposed to the best interest of the association and with respect to any criminal action or proceeding had any reason to believe his action was unlawful. Such indemnification shall be governed by LA. Law and particularly LA. Revised Statutes 12:227.
AFFILIATED TRANSACTION OF DIRECTORS ANDOFFICERS
11.1 No contract or transaction between the Association and one or more of its directors or officers, or between the Association and any other corporation, partnership association or other organization in which one or more of its directors or officers shall have a financial interest, shall be void able solely for this reason, or solely because the directors or officers is present at or participates in the meeting of the Board of directors or committee thereof which authorized the contract or transaction or solely because his or her votes are counted for such purpose, if:
- The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the Committee, and the Board of directors or Committee in good faith authorized the contract or transaction by the affirmative vote of majority of the disinterested directors, even though the disinterested directors be less than quorum; or
- The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members; or
- The contract or transaction is fair as to the Association as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the members; or
- The contract of transaction is not different from the business relations accorded regular member of the Association.
11.2 Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.
11.3 Members of the Association shall be held to the same standards with regard to affiliated transactions as Directors or Officers of the Association. Such transactions must satisfy the same condition as set in 11.1above.
ARTICLE XII AMENDMENTS
These Bylaws may be amended in the following manner: Any member of the Board of Directors may petition for a proposed amendment to the Bylaws by notifying the Board of Directors at their monthly meeting.
Any proposed change to the Bylaws will be reviewed by the Board of Directors at their next regular meeting. If the proposed amendment is approved by the Board of Directors at the meeting followingitsintroductionitshallbecomeeffectiveeitherimmediatelyoruponsuchothereffective date as started in the resolution. All proposed amendments must pass by two-thirds majority vote of the Board of Directors.