BYLAWS OF THE BUILDING OWNERS & MANAGERS ASSOCIATION GREATER LOS ANGELES

As amended November 10, 2016

 

ARTICLE I. NAME, OFFICE AND PURPOSE

SECTION 1. NAME.  The name of the corporation shall be the Building Owners and Managers Association Greater Los Angeles (BOMA/GLA), incorporated under the laws of the State of California, and also referred to herein as the “Association.”

SECTION 2. OFFICE.  The principal office of BOMA/GLA shall be determined by the Board of Directors. Additional offices may be located in such other places as may be determined from time to time by the Board of Directors.

SECTION 3. PURPOSE.  The purpose of the corporation is to enhance value in commercial real estate in the Greater Los Angeles area through advocacy, education and networking.

ARTICLE II. MEMBERS

SECTION 1. MEMBERSHIP.  BOMA/GLA shall have the following members:

  • PRINCIPAL MEMBERS.  “Principal Members” are owners and/or managers of any commercial, industrial, institutional, multi-family, retail or mixed-use real estate facility; provided, however, that each building or facility shall qualify and join the Association as a Principal Member (i.e., membership is facility-by-facility, not by owner and/or management company, so any one owner or management company may have as many memberships as the number of facilities that they own or manage).  Each Principal Member shall designate at least one Member Representative per membership.
  • CORPORATE MEMBERS.  “Corporate Members” are Principal Members who own more than six (6) facilities, and may be eligible for preferential dues and voting rights approved from time-to-time by a majority of the Board of Directors present at any Regular or Special Meeting of the Board of Directors for which there is a quorum.  Each Corporate Member should designate at least five (5) Member Representatives per membership.
  • PROFESSIONAL MEMBERS.  “Professional Members” are firms engaged in property/asset management, accounting, appraisal, architecture, brokerage, consulting, design, development, engineering, finance and law in and for the real estate industry.  Each Professional Member shall designate at least one Member Representative per membership.
  • ASSOCIATE MEMBERS.  “Associate Members” are firms who provide products and services in and for the real estate industry.  Each Associate Member shall designate one Member Representative per membership.
  • CORPORATE ASSOCIATE MEMBERS. “Corporate Associate Members” are Associate Member firms who provide products and services in and for the real estate industry having one or more subsidiary companies under the parent corporation’s umbrella. Each subsidiary shall designate at least one Member Representative per membership.
  • HONORARY MEMBERS.  An “Honorary Membership” may be granted by a majority vote of the Board of Directors at any Regular or Special Meeting of the Board of Directors to any individual or entity whose role in real estate ownership or management, and/or whose service to BOMA/GLA, have been so exemplary as to earn this distinction.  Honorary Members shall not be obligated to pay dues, and shall have no voting or other rights of membership. An Honorary Member may belong to BOMA International by paying annual dues through BOMA/GLA.
  • UNEMPLOYED MEMBERS.  Any Member Representative who becomes unemployed at any point in the year after dues have been paid will be kept on the membership list through the dues year.  These members will enjoy all benefits of membership but will not be able to vote.  They will be able to maintain any offices or committee positions they hold.  Once these members become employed again, their membership must be restored through payment of dues within one month or their membership will lapse.  Each Member shall also have the right to designate a new Member Representative for its membership if the prior Member Representative is no longer employed by that member.

SECTION 2. TERMINATION OF MEMBERSHIP.  Membership shall terminate upon (i) resignation of the Member from BOMA/GLA membership with written notice, (ii) failure to pay dues within (30) days after the date on which they are due, or (iii) subject to the determination by the Board of Directors, violation of the BOMA/GLA Professional Code of Ethics or other Association policies and procedures.  For termination under clause (iii) above, written notice shall be sent to the Member charged with such violations, which notice shall specify the reasons for the proposed termination.  In accordance with the procedures adopted by the Board of Directors, the Member shall be given an opportunity to respond and provide information on his or her behalf to the Board of Directors prior to its vote to terminate.  The Board of Directors’ decision is final and not subject to appeal.

SECTION 3. DUES.  Each Principal Member, Corporate Member, Professional Member, Associate Member, and Corporate Associate Member shall pay by January 1 of each year dues for the calendar year as determined by the Board of Directors.

ARTICLE III. MEETINGS OF THE MEMBERS

SECTION 1. ANNUAL MEETING.  A meeting of the Members of the Association, which shall be known as the Annual Meeting, shall be held in January of each year, at such time and place as may be selected by the Board of Directors, for the purpose of installing newly elected officers and members of the Board of Directors and of transacting any other business which may be properly presented to at the Annual Meeting.  Notice of the time and place of the Annual Meeting shall be delivered by the Secretary to each Member Representative at least thirty (30) days in advance via postal or electronic mail to the last known postal or email address provided to the Association by that Member.  Such notice shall also be deemed given if included within the Association’s newsletter that is sent to every Member and/or Member Representative. The notice shall include an agenda of the business expected to come before the Annual Meeting.  Unless twenty percent (20%) or more of the Members are present, the only matters that may be voted upon at an Annual Meeting of Members are those matters that are described in the meeting notice. 

SECTION 2. SPECIAL ASSOCIATION MEETINGS.  Special Meetings of the Members of the Association shall be called if at least twenty percent (20%) of the members sign, date, and deliver to the Chairman of the Board in writing for a meeting describing the purpose or purposes for which it is to be held.  Notice of Special Meetings shall include the purposes thereof and shall be given by the Secretary to each Member, and shall be delivered not less than five (5) nor more than sixty (60) days before the date of the Special Meeting, or, in the case of a removal of one or more Members of the Board of Directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of the Special Meeting.

SECTION 3. VOTING.  At each Annual Meeting or Special Meeting, each Principal, Corporate, Professional or Associate Member shall be entitled to one vote cast by that Member Representative.  For the purposes of this Section, any such meeting may be conducted by U.S. mail, electronic mail, teleconference or fax.

The Association shall distribute one written ballot to each Member entitled to vote on the matter.  All solicitations of votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirement, (2) with respect to ballots other than for election of Officers, state the percentage of approvals necessary to pass the measure or measures, and (3) specify the time by which the ballot must be received in order to be counted.  Each ballot so distributed shall (a) set forth the proposed action, (b) provide the Members an opportunity to specify approval or disapproval of each proposal, and (c) provide a reasonable time in which to return the ballot to the Association.  Any written ballot distributed shall provide, subject to reasonable specified conditions, that if the person solicited specified a choice with respect to any such matter, the vote shall be cast in accordance with that specification.  In any election of the Board of Directors, a written ballot that a Member marks "withhold", or otherwise marks in a matter indicating that authority to vote is withheld, shall not be voted either for or against the election of an Officer.

Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including those ballots that are marked "withhold" or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

SECTION 4. ADJOURNED ASSOCIATION MEETINGS. Any Annual Meeting or Special Meeting, whether or not a quorum is present, may be adjourned from time-to-time by the vote of a majority of the Member Representatives present, but in the absence of a quorum (as defined below), no other business may be transacted at any such meeting.  If and when any such meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the meeting that was adjourned.  Otherwise, it shall not be necessary to give any notice of an adjournment other than by announcement of the adjourned meeting at the meeting that was adjourned.

SECTION 5. QUORUM.  A majority (51%) of all Principal, Corporate, Professional, Associate, and Corporate Associate Representatives shall constitute a quorum for the transaction of any and all business of the Association at any Annual Meeting or Special Meeting.  The Member Representatives at any such meeting for which there is a quorum may continue to do business until adjournment, notwithstanding the withdrawal of enough Member Representatives to leave less than a quorum present.  Only in the case of an Annual Meeting, and only for the purpose of electing members of the Board of Directors previously nominated as herein provided, any twenty (20) or more Member Representatives shall constitute a quorum.

ARTICLE IV. BOARD OF DIRECTORS

SECTION 1. POWERS OF THE BOARD OF DIRECTORS.  The Board of Directors is the governing body of BOMA/GLA through which the voting members exercise rights on behalf of BOMA/GLA members.  The powers of the Board of Directors include but are not limited to:

  • Adoption of resolutions and policy statements representing the position of BOMA/GLA;
  • Develops strategic plan to guide the organization into the future.  Ensures the strategic plan is monitored, reported on, and is at the forefront of the Association’s business plan;
  • Approve BOMA/GLA’s annual financial budget, amendments to such budgets, and long term financial plans;
  • Ratify amendments to the bylaws of BOMA/GLA;
  • Participate as members of BOMA California and BOMA International Committees;
  • Set the amount of dues for members of BOMA/GLA;
  • Hire and retain an Association President;
  • Prescribe duties and responsibilities of the Directors of BOMA/GLA not otherwise stated in these Bylaws;
  • Borrow money and incur indebtedness for the purposes of the Association; and
  • Consider any other matters properly coming before the Board of Directors.

SECTION 2. NUMBER.  The Board of Directors shall have not less than fifteen (15) voting members.  The Board of Directors consists of the Chairman of the Board, Chairman-Elect, Secretary/Treasurer,  Immediate Past Chairman, seven (7) Principal Members, three (3) Associate Members, one (1) Professional Member and the Association President (ex-officio).

Past Chairmen of the Board may participate in the Board of Directors’ meetings and activities as an Emeritus Director, without vote.

SECTION 3. ELIGIBILITY.  To be qualified to serve as a member of the Board of Directors, a person must be a voting member and hold an executive level position within their member facility or firm. 

SECTION 4. ELECTIONS, TERMS OF OFFICE, VACANCIES.

  • ​​The Officers and Directors of the Association shall be elected by the voting members of the Association by written ballot (Article III, Section 3) by November 30th of each year.  The Chairman-Elect shall automatically succeed to the position of Chairman of the Board upon the expiration of the current Chairman’s term.  The Chairman of the Board shall automatically succeed to the position of Immediate Past Chairman upon the expiration of the term as Chairman.
  • Officers shall serve a one (1) year term, which shall run from the date of installation of officers, to Dec. 31 or until duly elected successors have been elected and installed, whichever is later.
  • Members of the Board of Directors shall serve a two (2) year term, which shall run from the date of installation to Dec. 31 of the second year.  Election shall be staggered so that four principal members are elected each even numbered year and three principal members are elected each odd numbered year.  Associate and professional members are elected each odd numbered year.
  • Vacancies on the Board of Directors may be filled for the balance of the term by the remaining members of the Board of Directors.

SECTION 5. RESIGNATION OR REMOVAL.  Any member of the Board of Directors may resign from the Board of Directors at any time, for any reason given or for no given reason, by giving written notice by mail, or by electronic mail or fax, to the Chairman of the Board or to the Secretary/Treasurer, or by personal delivery or messenger service to the principal office of the Association. Any member of the Board of Directors may be removed at any time, for any reason given or for no reason given, by a majority vote of the Board of Directors at the next Regular or Special Meeting of the Board of Directors for which there is a quorum, or at another Regular or Special Meeting of the Board of Directors for which there is a quorum as soon as administratively practical thereafter.  Any such resignation or removal shall take effect at the time of such notice or vote, as applicable.

Any member of the Board of Directors who is absent from any two consecutive Regular and/or Special Meetings of the Board of Directors may be removed by a majority vote of the officers prior to the next Regular Meeting of the Board of Directors. The Secretary/Treasurer shall record in the minutes of each Regular and Special Meeting of the Board of Directors the name of every member in attendance at that meeting.

SECTION 6. REGULAR MEETINGS.  Regular meetings of the Board of Directors shall be held at least four (4) times each calendar year as called by the Chairman of the Board.

SECTION 7. SPECIAL MEETINGS.  Special meetings of the Board of Directors may be called by the Chairman of the Board or any six (6) Members of the Board of Directors.

SECTION 8.  NOTICE OF MEETINGS.  Written notice of the time and place of any and all Board of Directors meetings shall be delivered personally to the members of the Board of Directors or sent to each member of the Board of Directors by U.S. mail, electronic mail or fax, addressed as then shown in the records of the Association or, if not so shown and not readily ascertainable, then at the place at which each member of the Board of Directors is regularly addressed.  In case such notice is sent by U.S. mail it shall be mailed at least seventy-two (72) hours prior to the time of the meeting.  In case such notice is sent by electronic mail or fax, it shall be sent at least twenty-four (24) hours prior to the time of the meeting.

SECTION 9. QUORUM FOR BOARD OF DIRECTORS MEETINGS.  A majority of the authorized number of members of the Board of Directors shall constitute a quorum for the transaction of business, except to adjourn.  Every action taken or decision made by a majority of the members present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions between the Association and one or more of the members of the Board of Directors or between the Association and any entity in which a member of the Board of Directors has a material financial interest, (b) creation of and appointments to committees of the Board of Directors, and (c) indemnification of members of the Board of Directors.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of members of the Board of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

SECTION 10. ADJOURNMENT OF MEETINGS OF THE BOARD OF DIRECTORS.  A majority of the members of the Board of Directors present at any Regular or Special Meeting of the Board of Directors for which there is a quorum may adjourn that meeting to any place at any later date and time: provided, however, that in the absence of a quorum, a majority of the members of the Board of Directors present may postpone the business of that meeting until the date and time of the next Regular or Special Meeting of the Board of Directors.

SECTION 11. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.  Members of the Board of Directors may participate in a meeting of the Board of Directors by means of telephone conference or similar communications equipment as long as all persons participating in the meeting can hear each other simultaneously.

SECTION 12. MANNER OF MAKING RECOMMENDATIONS OR INTERIM DECISIONS.  The Board of Directors may make its decisions or recommendations either by meeting or telephone conference where a majority of the Board of Directors approves the action or by written consent of all the members of the Board of Directors.

SECTION 13. COMPENSATION.  Members of the Board of Directors shall not receive compensation for their services as members of the Board of Directors.  Nothing herein shall be construed to preclude any member of the Board of Directors from serving the Board of Directors in any other capacity as an officer, agent, employee, or otherwise and receiving compensation, or from receiving reimbursement for reasonable expenses as may be fixed or determined by the Board of Directors.

ARTICLE V. OFFICERS

SECTION 1.  OFFICERS.  The officers of the Board of Directors shall be a Chairman, a Chairman-Elect, and a Secretary/Treasurer.  No person may hold two (2) or more offices at the same time.  The officers specified in this section, with the exception of the President, shall be voting members of the Board of Directors during their terms.

SECTION 2. ELIGIBILITY.  All officers must be executive level, Principal Members in good standing and must have served as a member of the Board of Directors. The requirement to be a prior member of the Board of Directors can be waived if recommended by the Nominating Committee and the Board of Directors approves the nomination by majority vote.

SECTION 3. ELECTION AND TERM OF OFFICE.  The Chairman-Elect and Secretary/Treasurer shall be elected by the voting members of the Association by written ballot by November 30 of each year, following submission by the Nominating Committee (Article VIII, Section 4b) a slate of officers nominated by such committee to the Board of Directors.  In addition to the slate of officers nominated by the Nominating Committee, any member of the Board of Directors may nominate a qualified voting member for the position of an officer.  For the position of Chairman-Elect, the Nominating Committee shall give preference to the existing members of the Board of Directors.

The Chairman-Elect shall automatically succeed to the position of Chairman of the Board upon the expiration of the current Chairman’s term.  The Chairman of the Board shall automatically succeed to the position of Immediate Past Chairman upon the expiration of the term as Chairman.

Officers so elected shall serve for one (1) year beginning from the date of installation to December 31 of the next year.

SECTION 4. REMOVAL OF AN OFFICER.  Subject to the right, if any, of an officer under any contract of employment, any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Board of Directors would be served thereby with a majority vote.  The Board of Directors may declare an office vacant if an officer does not accept the office or by attending the first Board of Directors meeting after notice of his or her election.

SECTION 5. RESIGNATION OF AN OFFICER.  Any officer may resign at any time by giving written notice to the Board of Directors.  Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in such notice.  The acceptance of the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the Board of Directors under any contract to which the officer is a party.

SECTION 6. VACANCIES.  In the event of a vacancy in an officer position, except for the office of the President, the Chairman of the Board shall appoint a successor for the remainder of the elected term subject to the approval of the majority of the members of the Board of Directors in attendance at its next meeting authorized to transact Association business.  A vacancy in the office of President shall be filled by a search committee authorized by the Board of Directors.

SECTION 7. CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be the Chief Executive Officer, but not an employee, of the Association, and shall, consistent with the policy and direction of the Board of Directors, oversee the officers of the Association.  The Chairman of the Board shall preside at all Annual and Special Meetings of the Membership, and at all Regular and Special Meetings of the Board of Directors.  The Chairman of the Board shall appoint all Committee Chairs, and make other appointments consistent with the policy and direction of the Board of Directors or as otherwise set forth by law or in these Bylaws.  The Chairman of the Board shall have general supervision, direction and control of the business of Association, including, but not limited to, countersignature of promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association, and the authority to sign checks and drafts of the Association.  The Chairman of the Board shall, consistent with policy and direction of the Board of Directors, also represent the Association in public and private meetings on behalf of the Association and its membership.

SECTION 8. CHAIRMAN-ELECT.  The Chairman-Elect shall collaborate with the Chairman of the Board to learn the role of the Chairman, to become more familiar with the programs of the Association and its governance, and to develop and facilitate officer transition.  The Chairman-Elect shall assist the Chairman of the Board as requested until the incumbent’s term of office has ended, at which time the Chairman-Elect shall become the Chairman of the Board.  In absence or disability of the Chairman of the Board, the Chairman-Elect shall perform all duties of the Chairman of the Board, and when so acting shall have all the powers of, and be subject to all the restrictions upon the Chairman of the Board.  This position is a three-year term.  The incumbent shall serve one year as Chairman-Elect, one year as Chairman of the Board, and one year as the Immediate Past Chairman.

SECTION 9. SECRETARY/TREASURER.  The Secretary/Treasurer serves as financial officer of the Association and as Chair of the Finance Committee. The Secretary/Treasurer manages, with the Finance Committee, the Board of Directors’ review of and action related to the Board of Directors’ financial responsibilities.  The Secretary/Treasurer works with the President to ensure that appropriate financial reports are made available to the Board of Directors on a timely basis and assists the President in preparing the annual budget and presenting the budget to the Board of Directors for approval.  The Secretary/Treasurer reviews the annual audit and answers questions about the audit and works with the auditor and the organization in assessing the annual financial condition of the organization.

The Secretary/Treasurer shall be responsible for the mailing of notices and see to the proper recording of the proceedings of meetings of the Board of Directors.  The Secretary/Treasurer ensures that the actions of the Board of Directors are properly documented and subsequent policies are developed.

SECTION 10. IMMEDIATE PAST CHAIRMAN.  The Immediate Past Chairman, in consultation with the current officers, is responsible for providing a sense of continuity to the work of the Board of Directors.  The Immediate Past Chairman provides advice and leadership to the Board of Directors regarding past practices and other matters to assist the Board of Directors in governing the Association.  The Immediate Past Chairman supports the Chairman and the Chairman-Elect on an as-needed basis.  The Immediate Past Chairman serves as Chair of the Nominating Committee.

SECTION 11. PRESIDENT.  The President shall be a full-time employee of the Association and, subject only to such terms and conditions as the Board of Directors may from time to time prescribe, have all such powers and authority over the business and related activities of the Association as are necessary to enable said individual to promote and carry out the objectives and purposes of the Association.  Such powers shall include the hiring, discipline, termination and compensation of the Association’s employees, as well as responsibility for the day-to-day administration, operations, finance and marketing of the Association.  The President shall, consistent with policies authorized by the Board of Directors and the Chairman of the Board, also represent the Association in public and private meetings on behalf of the association and its membership.  The President shall be the Executive Director and Chief Operating Officer and shall meet with the Board of Directors but shall not be a voting member.

ARTICLE VI. EXECUTIVE STAFF

SECTION 1. EXECUTIVE STAFF.  In order to further the purposes of BOMA/GLA and in order to most effectively coordinate the efforts of the Board of Directors in working with its legislative and policy concerns and with the general membership of BOMA/GLA, the Board of Directors may employ staff and secure an office for Association operations.

SECTION 2. POLICY DECISIONS.  Policy decisions relating to staff employment, location of office, and office space shall be made by the Board of Directors.

ARTICLE VII. COMMITTEES

SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of Directors shall establish committees, including Regional Councils, Standing Committees, Special Committees, Ad Hoc Committees, and Task Forces.  The Chairman of the Board appoints the chairs of the committees, unless otherwise provided by these Bylaws.  Committee members are appointed by the chair of each committee, respectively, unless otherwise provided in the committee’s bylaws (if any).

SECTION 2. TERM LIMITS.  Committee members are appointed for one (1) year terms, unless otherwise provided in the committee’s bylaws (if any).

SECTION 3. ELIGIBILITY.  All committee members must be members in good standing.  All standing committee chairs and vice-chair must be Principal Members of the Association, unless otherwise provided in the committee’s bylaws (if any).  Any member may serve as chair or vice-chair of a subcommittee.

SECTION 4. REGIONAL COUNCILS. Regional councils are geographically based committees, led by a regional council chair, that provide focused vision and guidance on business and advocacy related issues as they pertain to each of the five regions that comprise BOMA/GLA (Downtown, Long Beach/South Bay, Northeast, San Fernando Valley and the Westside). The regional council is a vital link for BOMA/GLA to ensure that stakeholder needs and priorities are aligned with the annual business goals and agendas of the Association.

COUNCIL CHAIR. The regional council chair is appointed by the chairman of the Board of Directors.

MEMBERS. Each regional council shall consist of a diverse group of members and serve to represent their own stakeholder group.

MEETINGS. Council members are expected to attend and participate in 3-4 regional council meetings per year. Regional council meeting dates, locations and times are decided on annually by the council.

SECTION 5. STANDING COMMITTEES.  The Board of Directors shall establish standing committees, each of which shall consist of one or more members of the Board of Directors and shall be chaired by a Principal Member designated by the Chairman of the Board, unless otherwise provided in the committee’s bylaws (if any).  The standing committees of the Board of Directors shall be a Nominating Committee, Finance Committee, Operations Committee, Government and External Relations Committee, Professional Development Committee, Membership Committee, Professional Development Committee, and a Political Action Committee.

NOMINATING COMMITTEE.  The Nominating Committee helps prepare members for volunteer service and fosters development of volunteer leadership skills; nominates a slate of qualified candidates for the Officers and Directors positions on the Board of Directors; oversees volunteer orientation; oversees the annual Awards & Recognition program.

FINANCE COMMITTEE.  The Finance Committee assists in the control and supervision of the Association's finances and reviews the annual budget prepared by the President and staff and recommends it to the Board of Directors for approval.  The Finance Committee also serves as the Audit Committee during the Association’s annual audit.

OPERATIONS COMMITTEE.  The Operations Committee ensures the headquarters’ operations remain focused on the Association's mission, goals, and objectives; provides oversight responsibility which includes guidance, approval, and a forum for discussion on administrative and operational matters.  The committee is responsible for human resources policies and procedures, compensation, and benefits.  The Operations Committee shall be responsible for regularly reviewing the bylaws, policies and procedures of the Association.

GOVERNMENT AND EXTERNAL RELATIONS COMMITTEE.  The Government and External Relations Committee shall be responsible for reviewing and recommending to the Board of Directors positions relating to local, state, and federal legislation.  It shall work to identify all major local, state, and federal activities affecting BOMA/GLA and will report to the Board of Directors recommended actions that will further BOMA/GLA’s mission.  The Government and External Relations Committee shall be responsible for reviewing and recommending to the Board of Directors policies affecting communications with the media and with the public, including members, donors, clients, and other stakeholders of BOMA/GLA.  It shall review and consider programs that advance BOMA/GLA’s reputation and further BOMA/GLA’s mission.

MEMBERSHIP COMMITTEE. The Membership Committee serves to develop new and innovative ways to attract new members as well as retain current membership. The committee recommends general policies, procedures, and initiatives to assure a growing and vital membership organization. The committee makes recommendations concerning membership dues structures and serves the association as a sounding board on membership.

PROFESSIONAL DEVELOPMENT COMMITTEE.  The Professional Development Committee supports and coordinates the development, implementation and marketing of current and future BOMA/GLA educational programs.

POLITICAL ACTION COMMITTEE.  The Political Action Committee shall allow BOMA/GLA members to become involved in state and local candidate and ballot measure elections.  The Political Action Committee has adopted its own bylaws, which supplement these regular bylaws, and copies of which are available to any member upon request.

SECTION 5. AD HOC COMMITTEES, SUBCOMMITTEES, AND TASK FORCES.  Advisory Ad Hoc Committees, Subcommittees and Task Forces for specific purposes or activities may be designated annually by the Chairman of the Board or Committee Chair and shall dissolve upon completion of the assigned activity or purpose.

SECTION 6. MEETINGS, QUORUM AND ACTION OF COMMITTEES.  Meetings of committees of the Board of Directors shall be held at a time and place designated by the chair of the respective committee.  Reasonable advance notice of any committee meeting shall be provided to all committee members and to all members of the Board of Directors.

A majority of the number of members of any committee shall constitute a quorum for the transaction of committee business.  Every action taken or decision made by a majority of the members present at a duly held meeting at which a quorum is present shall be the act of the committee.

ARTICLE VIII. FISCAL YEAR

The fiscal year of BOMA/GLA shall be the calendar year.

ARTICLE IX. BOOKS AND RECORDS

BOMA/GLA shall keep at its principal office, correct and complete books and records of account; written minutes of the proceedings of its meetings, the original or a copy of the Bylaws as amended to date, and a record giving the names and addresses of all current members and the class of membership held by each member along with the date and manner of any membership that has been terminated.

ARTICLE X. ANNUAL REPORTS

Not later than one hundred twenty (120) days after the close of BOMA/GLA’s fiscal year, the Board of Directors shall cause to be sent to the Board of Directors an annual report and an annual statement of activities.

ARTICLE XI. RULES OF ORDER

The rules contained in Robert’s Rules of Order, Newly Revised, or as it may be amended from time to time, shall govern BOMA/GLA’s meetings in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE XII. EXECUTION OF INSTRUMENTS

SECTION 1. CHECKS, DRAFTS, ETC.  All checks or other forms of payment of money, or promissory notes or other evidences of indebtedness, issued in the name of or payable to or from this Association, shall be signed or endorsed by such officers of the Association and in such a manner as from time-to-time set forth by the Board of Directors in these Bylaws or otherwise.

SECTION 2. CONTRACTUAL AUTHORITY.  With the expressed approval of the Board of Directors, the Chairman of the Board and the President are the only officers authorized to enter into any contract and deliver any instrument in the name of and on behalf of BOMA/GLA and such authority may be general or confined to specific instances.

ARTICLE XIII. AMENDMENTS TO THE BYLAWS

Subject to ratification of the Board of Directors, new Bylaws may be adopted, or these Bylaws may be amended or repealed, by a two-thirds (2/3) vote of the Board of Directors present at any duly called meeting of the Board of Directors at which a quorum is present.  No Bylaws adoption, amendment or repeal by the Board of Directors shall be effective until ratified by a two-thirds (2/3) vote of the voting members present at any duly called meeting of the Board of Directors at which a quorum is present.  A copy of the proposed amendment or new Bylaw shall be included in a notice of meeting given to each member of the Board of Directors.