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AAREA By-Laws
 
BY LAWS OF THE
ARIZONA ASSOCIATION OF REAL ESTATE APPRAISERS
AAREA
“Representing Arizona’s Real Estate Appraisers”

 
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 Board of Appraisal (ABOA) 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 priviledges.
b. May serve on an AAREA committee but may not hold the chairmanship of any committee.
1. 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, 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 on or about October 15th of 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. 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 fifteen 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. District Directors: Six (6) Directors elected by members of their own district:
a. Districts will be established by the Ad-Hoc District Committee and made known to the membership prior to the first election of Directors.
b. District lines may be changed by a vote of the Board of Directors to accommodate changes in appraiser and population distribution.

5. Directors At Large: Six (6) Directors elected at large who may or may not have had prior service on the Board of Directors.

6. Directors at Large - New: Two (2) Directors elected at large who have never had prior service on the AAREA Board of Directors.

5- B Meetings of the Board of Directors
1. The Board of Directors shall meet a minimum of three (3) times annually in person with a minimum of one meeting each in the spring (May or June), summer (July or August) and fall of each year with the fall meeting held within a week prior to the Annual meeting of the membership. These meetings shall be termed the “Seasonal Meetings” of the Board of Directors.
a. The date, time and location of the Seasonal Meetings shall be set by the President.
b. Each of the three Seasonal 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 of the minutes by the Board of Directors.

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 two/thirds (2/3) 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 with the minutes of the meetings of the Board of Directors.

5-D Election of the President and Directors
1. The election of the President and Directors shall be held electronically by May 21 of each election year (except for the first election).
2. 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.
3. An individual may stand for election for both President and Director at Large. If elected President, the six individuals with the highest votes, excluding the individual who was elected President, will be Directors at Large. Should an individual be an unsuccessful candidate for President, yet be in the six with the highest vote count for director, that individual will become a director.
4. The Election Committee will certify the results of the election within 10 days of the election.
5. After the election of the first Board of Directors, the term of office for each subsequent year shall begin June 1.

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:
1. 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.
2. 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.
3. 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 2/3 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:
f. 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.
g. 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.
2. 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.
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 statute under which the Association is organized, or any other laws applicable hereto, are property kept, made and filed according to law.

3. Treasurer:
a. The Treasurer shall have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the Association.
b. 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.
c. 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.
d. 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.
e. The accounts of the Association shall be subject to a bi-annual review by an independent accountant.
f. The Treasurer shall file or cause to be filed appropriate tax returns for each year.

4. Directors Elected by District:
a. Directors elected by District shall represent that district and shall be responsible for making contact with the Arizona State Legislators on any matters pertinent to AAREA or the appraisal profession as directed by the Board as a whole.
b. Directors elected by District shall represent that district and be a source of contact for members within that district.

5. Directors At-Large:
c. Directors at Large shall assume those responsibilities as determined by the Board of Directors with regard to committee assignments and or other special assignments.
d. Directors at Large shall represent the state as a whole and shall be a source of contact for members within the state.
7-B 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 Awards Committee
7. The Membership Benefits Committee
8. The Grievance 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 recruitment, development and retention programs.

8-F. Government Relations Committee
1. The Government Relations Committee shall consist of the President of the Association who will chair this committee, the Vice President, and those individuals elected (or appointed in case of a vacancy) by Association District.
2. The duties of the Government Relations Committee shall be to promote the Association’s purpose regarding legislation and regulations, which are of benefit, interest and importance to appraisers and the appraisal profession.

8-G. Fund Raising Committee
1. The chair of the Fund Raising Committee will be appointed by the President and be a director.
2. The Fund Raising Committee will consist of not less that three members, some or all of whom may be directors, nominated by the chair and approved by the Board.
3. The duties of the Fund Raising shall be to raise money for the operations of the Association.

8-H. Education Committee
1. The chair of the Education Committee will be appointed by the President with the approval of the Board of Directors.
2. The number of members of this committee shall be no less than five and no more than nine including the President and Vice President of the Association.
3. The purpose of the Education Committee is two-fold:
a. Establish the criteria and recommend class and/or course endorsement: To review classes approved by the Arizona Board of Appraisal and submitted to the AAREA for endorsement. The criteria for endorsement is to be established in the first year by the Education Committee, and reviewed each year and amended thereafter as necessary. The criteria for endorsement must reflect the value of the course with respect to promoting the educational development and professionalism of appraisers.

b. Establish and reviewing the criteria for designation(s): In the first year to work with the Arizona Board of Appraisal in developing a set of criteria that would result in a designation for appraisers based on education and experience. The designation would be a step up from the “Certification” of appraisers which criteria is now set by the Board of Appraisal. These criteria would include, but may not be limited to, specified courses of study with examinations. In the second year and those years thereafter, the committee is responsible for reviewing and updating the criteria in response to the ongoing changes in the appraisal profession.
4. Ownership of Designation:
a. If there is a determination of a course of study and criteria for designation(s), that designation shall be “owned” by the appraiser for life and shall not be dependent upon membership in the Association provided that other criteria for maintaining the designation are met per 8-H.4.b.
b. Criteria may be set for maintaining such designation independent of Association membership, based on courses of study to be completed and/or exams to be taken at intervals recommended by the Committee and adopted by the Board as part of the By-Laws of the Association, or until such time as the appraiser is removed as a member of the Association for violation of the Pledge as outlined in a previous chapter of these By-Laws.

8-I Election Committee: The Election Committee will be composed of not less than three and not more than five General Members none of whom are current directors and none of whom will be standing for election. The duties of the election committee will be as follows:
1. To establish policies and procedures for those who wish to put their names into candidacy for the presidency or a directorship.
2. To prepare the announcement of candidates to the general membership including providing such announcement to the Secretary for publication.
3. To certify the election results.

8-J Ad-Hoc Committees: Ad Hoc Committees may be formed at the discretion and the direction of the Board of Directors.

ARTICLE IX: AMENDMENT OF THE BYLAWS

9-A The power to alter, amend, or repeal the Bylaws or adopt new Bylaws is vested in the Board of Directors after review and approval by the voting membership of the Association.
1. Such vote to amend the Bylaws shall require a simple majority of at least 20% of the members eligible to vote.
2. Voting will be done by electronic communications after notice is given not less than 15 days and not more than 30 days to the members eligible to vote.

9-B The Board may not change the ByLaws without a vote of the membership as determined in 9-A unless the change is necessary to comply with state or federal law.
1. If it is necessary to change the Bylaws to comply with state or federal law, the Board may initiate and approve a change without a vote of the membership.
2. The membership will be notified of such a change within ten days of said change.

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