Bylaws

The Attorney’s Real Estate Council of Broward County, Inc. (“AREC”) was organized in 1993 by a group of real estate attorneys seeking a venue to interact with other real estate attorneys to exchange ideas, build relationships, keep abreast of issues affecting real estate, discuss unique legal problems among Members and camaraderie.

AREC provides a unique forum for experienced and knowledgeable real estate attorneys in Broward County to interact in a way that fosters professionalism, develops relationships and provides an unparalleled resource to its Members.

It is the intent of AREC to develop strong personal bonds between its Members with a goal of working together with a commitment to professionalism, cordiality and treating other real estate professionals with respect and dignity while zealously representing their clients. It is these bonds and goals that will provide a benefit to the public and the real estate community.

AREC shall seek like minded attorneys in the real estate and real estate affiliated practice areas by offering an invitation to Membership at the suggestion of a sponsoring Member and after Board and Membership approval.

ARTICLE I - OFFICE

The principal office of AREC shall be located in Broward County, Florida, with such other offices as the Board of Directors (hereinafter the “Board”) may determine from time to time. AREC is a corporation not for profit organized pursuant and subject to Chapter 617, Florida Statutes, as may be amended from time to time. The fiscal year of AREC shall be the calendar year. AREC shall use the cash basis method of accounting and shall maintain accounting records in accordance with good accounting practices, which shall be open to inspection by Members.

ARTICLE II - MEMBERSHIP

Section 1 – Classes of Membership

AREC shall have two classes of Membership:

• Active Members. Members who have paid their current annual dues to AREC; and,
• Inactive Members. Members who have failed to pay their current annual dues to AREC.

Each Active Member shall be entitled to one vote on all matters submitted to the Membership for a vote. Inactive Members shall not be entitled to vote on any matters.

The Board may propose to the Active Members additional classes of Membership with terms, rights and restrictions as it deems appropriate. The Active Members shall vote to approve such additional classes of membership pursuant to Article VII of these Bylaws.

Section 2 – Qualifications

• In order to be eligible for Membership in AREC, a Member:
• Be invited to become a member pursuant to Section 3 of this Article II; and
• Be a member in good standing of The Florida Bar; and
• Either
• be a current or former practicing attorney with a substantial real estate law practice
• with an office in Broward County, Florida; or
• be or has been employed by a title insurer or underwriter with an office in Broward County, Florida; or
• be or has been a professor at an accredited law school teaching in the area of real estate law; and
• Pay such annual dues as are determined by the Board.

Upon admission of a person as a Member of AREC, he or she does not lose his or her membership as a result of retirement from (A) the active practice of law; (B) from his or her employment by a title insurer or underwriter; or (C) teaching real estate law, provided he or she was a member in good standing with the Florida Bar at the time of his or her retirement.

Section 3 – Admission to Membership

The only method by which a person may be considered for, and admitted to, Membership in AREC is:

• The Board shall consider any person recommended to the Board by any Member in good standing of AREC (“Sponsoring Member”).
• Prior to the proposed new Member being presented to the Membership, the Board must unanimously approve the proposed new Member. The Board shall generate, and circulate to all Members, a list of proposed Members who have been approved by the Board.
• The Board shall present proposed new Members to the Membership at the first meeting after the person is recommended to the Board. The Sponsoring Member shall give a brief presentation regarding the candidacy of the proposed new Member at such meeting. If the Sponsoring Member, or his/her designee, is unable to provide such presentation, the consideration of the proposed new Member shall be postponed to the next meeting that the Sponsoring Member, or his/her designee, can make such presentation.
• The proposed new Member must be approved by the general Membership present at the meeting at which the proposed Member is presented for approval. If three or more Members disapprove of the proposed Member, Membership shall be denied to the proposed Member. The disapproval may be for any reason other than a lack of knowledge or acquaintanceship of the proposed Member.
• Proposed Members who are invited into Membership shall pay any initial dues and submit a completed application. The initial dues shall be prorated based upon the first meeting in which the proposed Member is invited to attend.

Section 4 – Termination

Membership shall terminate:

• On the resignation, death or removal of a Member; or,
• Upon the affirmative vote of the majority of the Members with cause.

Section 5 – Inactive Members

Any member who fails to pay annual dues to AREC when due shall become an Inactive Member. An Inactive Member may become an Active Member by paying the annual dues to AREC for the current year. An Inactive Member may not vote on any matter submitted to membership, serve on the Board, attend meetings, partake in AREC CLE presentations, have access to the member portion of the AREC website or

use the AREC list-serve or AREC logo.

Section 6 – Sponsors

The Board may invite organizations to participate in AREC as Sponsors. Sponsors are not Members. Sponsors shall:

• Pay an annual sponsorship fee as may be determined time to time by the Board;
• Propose potential Members;
• Present CLE courses for the benefit of AREC Members;
• Not be permitted to vote;
• Be permitted to have up to two (2) representatives attend Member meetings; and,
• Not be qualified to be Directors or Officers.

ARTICLE III - MEETINGS OF MEMBERS

Section 1 – Annual Meeting

The annual meeting of Active Members shall be the fall meeting each year at such place as the Board may designate by resolution from time to time. Appropriate for consideration at such annual meetings shall be the election of Officers and Directors, and such other corporate business as may come before the meeting.

Section 2 – Regular and Special Meetings

Regular meetings of the Active Members shall be held quarterly at such times and places as may be set by the Board. A special meeting of Active Members may be called by the President or the Board provided Active Members are given at least fourteen (14) days’ notice of said meeting.

Section 3 – Place of Meeting

The Board may designate any place it deems proper as the place of meeting for any annual, regular or special meeting of the Active Members.

Section 4 – Quorum

A majority of the Active Members of AREC shall constitute a quorum for the transaction of all business. If a quorum is not present at any meeting of Active Members, a majority of those present may adjourn the meeting without further notice. The Active Members may, at the discretion of the Board, act by written response in lieu of a Meeting provided written notice of the matter or matters to be agreed upon is given to the Active Members or duly waived in accordance with the provisions of these Bylaws. Unless some greater number is required under Chapter 617, Florida Statutes, the decision of a majority of the votes cast by Active Members as to the matter or matters to be agreed or voted upon shall be binding on the Active Members provided a quorum is either present at such Meeting or submits a response if action is taken by written response in lieu of a Meeting, as the case may be. The notice with respect to actions to be taken by written response in lieu of a Meeting shall set forth the time period during which the written responses must be received by AREC. The Board, at a Board meeting where a quorum of Directors is present, may authorize Active Members to vote electronically in accordance with the provisions set forth in such resolution.

ARTICLE IV - DIRECTORS

Section 1 – Board

The President, Vice President, Secretary, Treasurer and the last immediate past President willing to serve shall be the Directors. Directors shall be Active Members.

Section 2 -Term of Office

The President, Vice President, Secretary, Treasurer shall be elected at the Annual Meeting of AREC and shall take office on January 1 of the coming year. The term of office of each Officer and Director shall be one year, subject to the power of removal contained herein. Nothing shall prevent an Officer from serving more than one term in the same position.

Section 3 – Powers

Except as otherwise provided in the Articles of Incorporation or these Bylaws, the powers of AREC shall be exercised, its properties controlled, and its affairs conducted by the Board, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the Board may from time to time, by resolution, designate.

Section 4 – Replacement of Officers and Directors

• Whenever a vacancy exists in an office or on the Board, whether by death, resignation or otherwise, the vacancy shall be filled by unanimous vote of the remaining Directors at a regular or special meeting of the Board. Any Active Member may be elected to fill the vacancy of a Director.
• Any Officer or Director may be removed, with or without cause, by the vote of a majority of the Active Members of AREC present at a regular or special meeting called for that purpose. At such meeting, the vacancy created by the removal may be filled by the Membership.
• Any person elected to fill a vacancy shall hold office for the unexpired term of his/her predecessor in office, subject to the power of removal contained herein.

Section 5 – Compensation

No compensation shall be paid to any Officer or Director for services rendered to AREC, however, AREC may reimburse Officers or Directors for expenses which they advance on behalf of AREC.

Section 6 – Meetings of Board of Directors

• Meetings shall be held at such place or places as the Board may from time to time by resolution designate. The presiding officer at all Board meetings shall be the President. In the absence of the President, the Directors shall designate any one of their number to preside. The then latest edition of Robert’s Rules of Order shall govern the conduct of all meetings of the Active Members and the Board.
• The President may, as he/she deems necessary and appropriate, and the President or Secretary shall if so requested by two members of the Board, call a special meeting of the Board.
• A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided however that if less than a majority of the Directors is present at a meeting, a majority of the Directors present may adjourn the meeting without further notice.
• Notice of the time and place of regular and special meetings of the Board, or adjournments thereof, shall be given to each Director personally or by mail, telephone telegraph or electronic transmission at least three (3) days prior to the day named for such meeting unless such notice is waived before, during or after such meeting. Any Director may waive notice of the meeting in writing before, during or after a meeting and such waiver shall be deemed equivalent to the receipt of notice by such Director.
• Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, specifically setting forth the action to be taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the Directors.

ARTICLE V - OFFICERS

Section 1 – Designation of Officers

The officers of AREC shall be a President, Vice President, Secretary and Treasurer. The Board may elect or appoint such other officers as it shall deem advisable, and such officers shall have the authority and perform the duties prescribed, from time to time, by the Board. More than one office may be held by the same person, but no person shall hold the office of President and any of the following offices simultaneously. Vice President or Secretary.

Section 2 – President

The President shall preside at all meetings of the members and of the Board. The President shall be the chief executive officer of AREC and shall exercise general supervision and control over all activities of AREC, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board.

Section 3 – Vice President

In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Any Vice President shall perform such additional duties as may from time to time be assigned by the President or by the Board.

Section 4 – Treasurer

The Treasurer shall have charge and custody of, and be responsible for, all funds of AREC, shall receive and give receipts for money due and payable to AREC from any source whatsoever, and shall deposit such money in the name of AREC in such banks or other depositories as shall be selected by the Board, and in general shall perform all duties incidental to the office of Treasurer and such other duties as may from time to time be assigned by the President or by the Board.

Section 5 – Secretary

The Secretary shall keep the minutes of meetings of Active Members and of the Board and shall perform such other duties as may from time to time be assigned by the President or by the Board.

Section 6 – Resignation

Any Director or officer may resign his/her post at any time by written resignation, delivered to the President or Secretary, which shall take effect upon its receipt unless a later date is specified in the resignation, in which event the resignation shall be effective from such date unless withdrawn. The acceptance of a resignation shall not be required to make it effective.

ARTICLE VI - COMMITTEES

The President shall create, from time to time, such committees as he/she deems necessary, and shall appoint committee chairs and committee members.

ARTICLE VII - AMENDMENTS

Subject to the limitations of the Articles of Incorporation or these Bylaws, or Chapter 617, Florida Statutes, concerning corporate action that must be authorized or approved by the Active Members of AREC, the Bylaws of AREC may be amended, repealed or added to, or new Bylaws may be adopted, by either:

a 70% vote of the Active Members at any Annual Members’ Meeting in which a quorum is present or any special meeting of the Active Members called for that purpose in which a quorum is present or by 70% action of the Active Members who have acted by written response in lieu of a Meeting as permitted by these Bylaws; or

by the unanimous vote of the Directors then in office at any regular meeting of the Board or at any special meeting of the Board called for that purpose or by written instrument signed by all of the Directors as is permitted by these Bylaws, provided that the Directors shall not have any authority to adopt, amend or repeal any Bylaw if such new Bylaw or such amendment or the repeal of a Bylaw would be inconsistent with any Bylaw previously adopted by the Active Members.

ARTICLE VIII - MERGER OR CONSOLIDATION AND DISSOLUTION

Subject to the limitations of the Articles of Incorporation or these Bylaws, any merger or consolidation of AREC with any other entity shall require a unanimous affirmative vote of the Directors and within 4 months of the Directors vote, a 67% affirmative vote of all the Active Members.

In the event that the Membership of AREC falls below 15 paying Active Members and the liquid assets of AREC falls below $3,000, a simple majority of the Board ratified by a simple majority of the Active Members may by vote, dissolve AREC.