ARTICLE II / Board of Directors
§2.1 Number and Classes. Except where law, the articles of incorporation of the Association, or these regulations require that any action be otherwise authorized or taken, all authority of the Association shall be exercised by or under the direction of the Board of Directors of the Association, which shall consist of:
(a) Current chief elected officers of Member Boards. Each chief elected officer is also entitled to appoint an alternate Director in his/her place to attend and vote in case of his/her absence.
(b) One Director from each Member Board for the first 150 Members, or fraction thereof, who hold Primary membership in the Board and one additional Director for each additional 150 Members or major fraction thereof who hold Primary membership in the Board.
(c) One Director for each Ohio Chapter of a recognized and sponsored Institute, Society or Council of the NAR, specifically to be included in such designation is the chapter of RNMI.
(d) Former Presidents of the Association who continue to be REALTOR members of the Association.
(e) Officers of the Association excepting the Chief Executive Officer, during their respective terms of office, who shall be ex-officio members entitled to vote and to be considered for quorum purposes. The Chief Executive Officer shall serve ex-officio as a member of the Board of Directors, but without vote.
(f) All other members of the Executive Committee not included in the previously stated categories of this section, during their respective terms of office, who shall be ex-officio members entitled to vote and to be considered for quorum purposes.
(g) Chairmen of the Association‘s Committees and Chairmen of the Association’s Forums, who shall be voting Directors by virtue of their position appointment if they are not qualified as Directors by one of the previously stated category definitions of this section.
(h) Full-time, paid Executive Officers of Local Boards of REALTORS of Ohio shall automatically serve, ex-officio, as Directors, without vote.
(i) As many as five Directors (“Directors -at-Large”) from Member Boards which are or may be represented by not more than six Directors elected or appointed under other provisions of this §2.1. All Directors-at-Large shall be selected by the President-elect to serve for the one-year term which is concurrent with the President-elect’s term as President. Member Boards or Board Members may submit requests for consideration for Director-at-Large positions to the President-elect or the Chief Executive Officer of the Association (who shall forward such requests to the President-elect) prior to October 1 of each year.
(j) Current Presidents of Regional Associations of Member Boards, who shall be ex-officio members entitled to vote and to be considered for quorum purposes.
(k) Recipients of the Ohio REALTORS Distinguished Service Award who continue to be REALTOR members of the Association.
All Directors shall be deemed to be the elected representatives and delegates of the members and, when exercising their voting rights, shall be deemed to be exercising the voting rights of the members to the extent necessary to comply with any law, the articles of incorporation of the Association, or other provisions of the regulations.
§2.2 Certification. The members of the Board of Directors from each Member Board and from each Chapter of an Institute, Society and Council shall be certified to the Association before the first day of December each year by said Member Boards and said Chapters and may be chosen by election or appointment by the governing bodies of such organizations.
Each Member Board and each Chapter of an Institute, Society and Council shall name an alternate Director for each regular Director. Such alternate shall act as a regular Director when any such regular Director is not present at any meeting.
§2.3 Term of Office. Each Director named as provided in this Article II shall serve for one year, beginning the January 1 following his or her election or appointment, or until a successor is named and qualified.
§2.4 Meetings. The regular meetings of the Board of Directors shall be held not less often than two times annually, including the meetings held during the Spring Legislative Conference and the annual convention. Other meetings may be held at the call of the President, or upon written request, addressed to the President, from 20 Directors representing at least five Member Boards. Notice of the time and place of a meeting of the Board of Directors shall be sent by use of authorized communications equipment in the association’s electronic newsletter at least five days prior to such meeting. Only directors who are physically present at such meetings may participate and vote on business coming before the Board of Directors
§2.5 Quorum. Twenty-five percent of the Directors shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present is necessary for the authorization or taking of any action voted upon by the directors.
§2.6 Written Actions. Except as expressly provided to the contrary in these regulations, any action which may be authorized or taken at a meeting of the Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by a majority of the Directors. The President shall be empowered to initiate business and call for a written vote of the Directors by mail or electronically if the business to be considered, in the opinion of the President, requires immediate attention. Any transmission by authorized communications equipment that contains an affirmative vote for approval of a Director is a signed writing for purposes of this section. The date on which the transmission by authorized communications equipment is sent is the date on which the writing is signed.
§2.7 Vacancies. The office of a Director becomes vacant if such Director dies or resigns, which resignation shall take effect immediately or at such other time as the Director may specify. The removal of a Director from office shall also create a vacancy in the Board of Directors.
If a vacancy is created in the Board of Directors due to the death, resignation, or removal of a Director elected or appointed by the governing body of a Member Board or a Chapter of an Institute, Society, or Council, such vacancy shall be filled for the unexpired term by a successor Director elected or appointed by the governing body of such Member Board or such Chapter, as the case may be. Any other vacancies shall be filled, to the extent necessary and to the extent not filled through the operation of other provisions of these regulations, by the vote of a majority of the remaining Directors.
§2.8 Authorized Communications Equipment. For purposes of these Code of Regulations, the term “authorized communications equipment” shall mean communications equipment which provides a transmission , including, but not limited to, telephone, facsimile, or any electronic means, from which it can be determined that the transmission was authorized by and accurately reflects the intention of a member, director or committee member. The use of authorized communications equipment shall be subject to policies adopted by the board of directors.