: AAREA By-Laws

ARTICLE I: NAME AND OFFICE

1-A The Name of the Corporation shall be Arizona Association of Real Estate Appraisers. The Corporation may also use the acronym “AAREA” and is referred to herein as AAREA or the Association.

1-B The Registered Office of AAREA will be set forth in the Name & Articles of Incorporation by the

founding members, or in the most recent amendment or restatement of such Articles of

Incorporation, or in a certificate of change of registered office filed with the Secretary of State of

Arizona reflecting the adoption or a resolution by the Board of Directors of the Association

changing such registered office. The registered Office will be within the jurisdiction of the State of

Arizona.

ARTICLE II: STATEMENT OF PURPOSE

2- A The Arizona Association of Real Estate Appraisers (AAREA) is a non-profit Association.

2- B No part of the net income of the Association shall inure to the benefit of any individual, or any

member, or any group of members of the Association.

2- C AAREA’s purpose is:

1. To foster public trust in appraisers and the appraisal profession.
2. To educate the public on the role of appraisers in the lending process.
3. To educate the public on the role of appraisers in other real estate related matters.
4 To represent Arizona appraisers through non-partisan communication with other real estate

professionals and professional organizations, legislative bodies, and government agencies both

in the state of Arizona and in communications with federal legislative bodies, federal government

agencies, and national organizations.
5. To support and work towards improvement of the Uniform Standards of Professional Appraisal

Practice (USPAP), Applicable State Statutes (ARS) and rules set forth by the Arizona State

Department of Financial Institutions - Appraisal Division and their enforcement by the state of

Arizona.
6. To work towards strengthening the independence of the real estate appraiser through education,

advocacy, and legislation.
7. To advocate continued education and the highest standards of professionalism among all

appraisers within every discipline in Arizona.

2-C Designations: AAREA may engage in the qualification for and/or issuance of professional

appraisal designations, the endorsement of individual courses, and programs of courses of

education in order to further the purposes as stated above.

ARTICLE III: MEMBERSHIP

3- A General Membership:

1. Eligible for General Membership are the following:

a. Certified General Appraiser
b. Certified Residential Appraiser
c. Licensed Residential Appraiser

2. General Members in good standing may:

a. Vote in any election or circumstance in which the general membership vote is requested or

required;
b. Be a candidate for or hold any ARREA office provided other conditions of candidacy are

met;
c. May serve on any ARREA committee provided other conditions of committee membership

are met.

3- B. Associate Membership:

1. Eligible for Associate Membership

      a. Registered Trainee Appraiser
2. Associate Members:
      a. Do not have general membership voting privileges.
       b. May serve on an AAREA committee but may not hold the chairmanship of any committee.
         i. As a committee member they may vote on those issues that come before the committee

on which they serve.

3- C No Discrimination: No individual shall be denied membership in AAREA on the basis of race,

color, sex, age, national or ethnic origin or religion, nor shall any member of the Association be

discriminated against on any such basis.

3- D Appraisers Pledge: To become a member of AAREA, the individual appraiser must agree to

abide by AAREA Appraisers Pledge - See Addendum A

3- E Suspension and Removal:

1. Members who violate AAREA’s Pledge may be removed by a simple majority of the Board of

   Directors after:
   a. A complaint has been filed;
   b. The member has been given the opportunity to respond;
   c. The Board of Directors makes a decision.

2. Suspension: Any member who has received disciplinary action, as defined in the Administrative

Rules of the Arizona Board of Appraisal, of the Department of Financial Institutions.will be put on

suspension for no less than three months and no longer than the time of mentorship or

suspension than that determined by the Arizona Board of Appraisal (ABOA).
3. Automatic Removal: Any member who has had his/her license revoked by the ABOA will

automatically be removed from membership.

4. License Lapses and/or Appraiser Retires: If the license lapses, the appraiser can request to have

his/her membership converted to an associate membership.
5. Complaint: The process for filing a complaint and filing a response will be determined by the

AAREA Board of Directors by Rules of Procedure.

3-F Annual Meeting: An annual meeting of the General and Associate Membership will be held each

year at a date, time and place established by the Board of Directors:

1. The place shall be located within the state of Arizona.
2. The membership shall be notified of said annual meeting not less than 45 days prior to the

meeting.

3. There will be no charge for attendance at such meeting, although there may be a charge for

services should the member wish to participate or use those services.

4. Fund raising events may be located on or about the same venue as the membership meeting, but

no member is required to participate in such events.

5. An Ad-Hoc committee may be created to plan the annual meeting and to coordinate efforts with

the Fund Raising Committee, or the Annual Meeting may be planned by the executive director or

staff at the discretion of the Board of Directors.

6. If there is to be an AAREA Conference, the Annual Meeting is to be held in conjunction with the

Conference.

7. The Agenda for the Annual Meeting will include but not be limited to:

a. An introduction of the Board of Directors
b. A Financial Statement
c. Standing Committee Reports.

ARTICLE IV: SPONSORSHIPS

4- A Eligibility: Any person, firm, corporation or association is eligible for sponsorship.

4- B Procedure for Sponsorship: Those entities may apply to the Board of Directors for sponsorship. The Board shall establish criteria and procedures for sponsorship and the benefits and privileges thereof.

4- C Voting Rights: Sponsors shall not have voting rights on any matters.

4- D Non-Discrimination: No entity shall be denied sponsorship of AAREA on the basis of race, color, sex, age, national or ethnic origin or religion, nor shall any sponsor of the Association be discriminated against on any such basis.

ARTICLE V: OFFICERS and DIRECTORS

5-A With the exception of the founding Board of Directors set forth in the Articles of Incorporation, AAREA shall have a five member Board of Directors made up as follows:

1. The President shall be elected by a majority vote of the General Membership. Should no

member receive a majority of the votes cast; a run-off election will be held with two weeks of the

prior election.
2. The Vice President shall be elected by the Board of Directors from its membership by a majority

vote of the members of the newly elected Board, but in no case, except for the first term, shall

the vice president be a member who has had no prior service on the Board of Directors.
3. Secretary and Treasurer: The secretary and treasurer shall be elected by the Board from its

members.

4. Immediate Past President.

5- B Meetings of the Board of Directors

1. The Board of Directors shall meet a minimum of three (3) times annually in person.

a. The date, time and location of the Meetings shall be set by the President.
b. Each of the three Meetings shall be noticed to all Directors within 30 day prior to

these meetings.

2. Notice of other meetings of the Board of Directors shall be given either personally, by mail, or by

electronic delivery not less than 48 hours prior to the date and time of such meeting unless:

a. The President of the Board determines that an emergency meeting is necessary;
b. A meeting is held electronically for such purpose as determined by the President, or presiding

officer if the President is not available, to be in the best interest of the Association where time

is of the essence.

3. All meetings of the Board of Directors will be open to the General Membership unless the

meeting is held electronically.

4. The General Membership will not have voting rights at Board Meetings.

5. Arizona Open Meeting Laws will be maintained.

6. A Quorum at any meeting of the Board of Directors shall be a simple majority of the members of

the Board. The Board of Directors present at any meeting with a quorum present shall have full

authority to transact all business properly before such body.

7. Minutes of said meetings will be published upon approval.

5-C Action Without a Meeting: Any action required or permitted to be taken by the Board of Directors

may be taken without a meeting if four fifths of all members of the Board of

Directors consent in writing to that action provided that all members of the Board are given

substantive notice of the proposed action and are give 24 hours to respond. A member of the

Board may provide such written consent in electronic form. An action by written consent shall

have the same force and effect as any other validly approved action of the Board of Directors.

The written consent(s) shall be filed by the Secretary with the minutes of the meetings of the

Board of Directors.

5-D Election of the President and Directors

The election of the President and Directors shall be held electronically by June 1^st of each election year (except for the first election).
The President and each Director shall serve a term of two years but may be re-elected according to the term limits as set elsewhere in this document.
The Election Committee will certify the results of the election within 10 days of the election.
The term of office shall start July 1^st of each odd year starting July 1, 2019.

5-E Term Limits: No Officer or Director, with the exception of the Treasurer, shall serve more than

two consecutive terms in any individual office except there are no other candidates for that

office, or if the number of candidates does not fill the number of director positions, or if the

candidate was appointed to fill the remainder of a vacated seat.

5-F. Dual Status: The same person may not serve as President and Treasurer simultaneously.

5-G. Eligibility:

A General Member of the Association is eligible to serve on the Board of Directors if he or she is a member in good standing except that no AAREA Director can concurrently hold an office or a directorship in another professional appraisal organization, be the immediate past president of another professional appraisal organization, or be a committee chair within another professional appraisal organization.
Should a Director or Officer of AAREA choose to run for any of the positions named above, the Director or Officer is required to submit their resignation on the AAREA Board effective immediately.
Good standing as it pertains to membership in AAREA will be established by the Board of Directors.

5-I Removal:

1. An elected member of the Board or Directors who fails to fulfill the duties of his or her position or

who fails to attend three (3) consecutive Board meetings, including electronically held meetings,

may be removed by a 4/5 vote of the Board of Directors.

2. An elected member of the Board of Directors shall be automatically removed if he or she ceases

to be a member of the Association in good standing or if he/or she assumes one of the positions

as described above in another appraisal organization.

5-J Vacancies: If a vacancy occurs among the elected members, the vacancy may be filled by

appointment to the Board by the President, with approval by the majority of the Board, and the

member appointed to this position shall serve the remainder of the unexpired term.

5-K Resignations of any Board member shall be made in writing, including electronic forms, to the

President, Vice President, or Secretary. The officer to whom the resignation was submitted shall

notify all officers of such resignation within 48 hours.

ARTICLE VI: COMPENSATION OF OFFICERS, MEMBERS, EXECUTIVE DIRECTOR AND STAFF

6-A The Officers and Members shall not receive any salary or other compensation for their service as

Officers or Members. However, the Board of Directors may determine to reimburse the Officers,

Directors or Members for out-of-pocket expenses, travel expenses, meals and lodging incurred

in the performance of their duties on behalf of the Association.

6-B The Board of Directors shall have the right to set compensation for and establish the duties of an

Executive Director and/or staff person(s) as an annual budgetary item.

ARTICLE VII: POWERS AND DUTIES OF OFFICERS

7-A Powers: The Board of Directors shall, without prejudice to general powers established by law, have the following power:

1. To make and change rules and procedures not inconsistent with these Bylaws for the

management of the Association’s business and affairs.

2. To remove any member of the Board of Directors (Officers) for cause. Cause is hereby defined to

include acts of dishonesty, knowing violations of the Association policy, and violation of

applicable laws, rules and/or regulations regarding professional demeanor or ethics.

7-B Duties: The duties of the Officers of the Association shall be as follows:

1. President:

a. The President shall be the Chief Officer of the Association. When present, he/she shall

preside at all meetings of the Board of Directors and shall act as Chairman of those

meetings.

b. The President shall have the power to call regular or special meetings of the Board of

Directors.
c. The President, with the approval of the Board, shall have the power to make and sign

contracts and agreements in the name of and behalf of the Association.
d. The President shall have the general control and management of the business and affairs of

the Association which may include establishing an Advisory Sub-Committee(s) to assist the

President.
e. The President shall generally do and perform all acts incident to the office of President which

are authorized or required by law.

2. Vice President:

a. The Vice President shall be vested with all of the powers and shall perform all of the duties of

the President in the absence or disability of the latter, unless and until the Board of Directors

of the Association shall determine otherwise or until the President is no longer absent.

b. The Vice President shall have such other powers and perform such other duties as may be

prescribed by the Board of Directors of the Association.

3. Secretary:

a. The Secretary shall, at the direction of the President, give or cause to be given notice of all

meetings of Directors and all meetings of members of the Association, and all such other

notices required by law or by these Bylaws. Notice of meetings may be given through

electronic means at the direction of the President after notification of such meeting has

been given to the Board of Directors.

b. The Secretary shall record all of the proceedings of the meetings of the Board of Directors

and Membership and shall perform such other duties as may be assigned to the Secretary

by the Board.

c. The Secretary shall see that the books, records, statements, reports and certificates

required by the Statutes under which the Association is organized, or any other laws

applicable hereto, are property kept, made and filed according to law.

Treasurer:
The Treasurer shall have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the Association.
The Treasurer shall receive and give or cause to be given receipts and documentation for money in accounts of the Association and shall enter full and accurate accounts of all monies received by or paid out on behalf of the Association.
When required or requested by the President or the Board of Directors, the Treasurer shall render a statement of cash accounts, and shall keep or cause to be kept such other books as will show a true record of the expenses, losses, gains, assets, and liabilities of the Association.
The Treasurer shall prepare a proposed budget for the succeeding operating year and shall deliver in writing recommendations concerning proposed changes in the Association’s

budget for the current year to the Board of Directors for approval.

The Treasurer shall file or cause to be filed appropriate tax returns for each year if required.

7-C Liability Insurance: Liability insurance will be obtained on behalf of the president and board

members.

ARTICLE VIII: STANDING COMMITTEES AND AD-HOC COMMITTEES

8-A. Standing Committees: The Association shall have standing committees. These shall be:

1. The Membership Committee;
2. The Government Relations Committee;
3. The Fund Raising Committee
4. The Education Committee
5. The Election Committee
6. The Conference Committee
7. The Membership Benefits Committee
8. The Grievance Committee

9. Media Committtee (webpage; facebook; Constant Contact; newsletter)

10. The Peer Review Committee

8-B. Eligibility:

1. Any member in good standing may serve on any of the standing committees.
2. The President and Vice President will be a member of each committee and be noticed of each

committee meeting.
3. Unless otherwise directed in either the By-Laws or by the Board of Directors, the President or

Vice President will not serve as chair.

8-C. Removal:

1. A member who fails to fulfill his/her duties on a Committee may be removed by a 51% vote of

the Board of Directors.
2. Committee members automatically will be removed if they cease to be a member of the

Association in good standing.

8-D. Vacancy: In the event that a vacancy occurs on a Standing Committee, the President shall appoint a replacement who shall serve the remainder of the term, subject to approval by the Board of Directors.

8-E. Membership Committee

1. The Membership Committee shall consist of a Chair and a minimum of one (1) other member

who shall be appointed by the President with the approval of the Board of Directors.
2. The Chair shall be appointed to serve a one-year term.

3. The Membership Committee shall develop, implement, and oversee the Association’s

rec