KENTUCKY REAL ESTATE INSPECTORS ASSOCIATION
ADOPTED August 8, 2008
Uploaded October 26th, 2008
TABLE OF CONTENTS
ARTICLE I – ORGANIZATION
1.1 Name. The name of this professional organization is the Kentucky Real Estate Inspectors Association, Inc. (“KREIA”).
1.2 Principal Office. The principal office is located in the Commonwealth of Kentucky, initially at 1122 Skyline Drive, Carrollton, Kentucky 41008.
1.3 Purpose. The purpose of KREIA is to serve the public and the home inspection profession through education, improvements in professional standards and ethics, and providing assistance to home inspectors, organizations that employ or oversee home inspectors, and all others who interact with or engage the services of home inspectors, all consistent with the provisions of Section 501(c) of the internal revenue code.
1.4 Non-Profit. KREIA is not organized for profit and no part of its net revenues shall inure to the benefit of any private individual or corporation. No stock shall be issued by the corporation and no dividend shall be paid nor shall any portion of profit or income be distributed to any member, officer or director. No loans shall be made by the corporation to its officers or directors.
1.5 Compliance. In determining compliance with these By-laws and all policies of KREIA, deference shall be given to all members, and these By-laws as well as any policies shall be liberally construed. The policy of KREIA shall be reasonable, good faith, substantial compliance, rather than strict compliance, focused on the spirit rather than the letter of any provision, so that the will of the members may be heard so much as reasonably possible in harmony with these By-laws and the policies of KREIA. However, these By-laws shall strictly control any decision which is not sheltered by the latitude granted under substantial compliance examination and the Board of Directors shall make all such determinations at its sole discretion, by two-thirds vote, which shall be final and conclusive.
ARTICLE II – MEMBERSHIP
2.1 Membership. There shall be two classes of KREIA membership, as follows:
2.1.1 Members. KREIA Members are individuals, irrespective of whether they hold an active Kentucky Board of Home Inspectors (“KBHI”) license, who:
(1) Are licensed home inspectors in Kentucky or other licensing states or practice home inspection as certified inspectors in states without licensing;
(2) Own home inspection companies;
(3) Manage or serve as executives in home inspection companies;
(4) Are honorary lifetime members;
(5) Have been recognized by the Board of Directors as Friends of KREIA;
(6) Are retired and inactive inspectors or former KREIA Inspectors; and
(7) Anyone else who may otherwise qualify under the Board’s direction and KREIA policy, including without limiting the generality of the foregoing, trial members, discounted members, ambassadors, delegates, and promotional members.
2.1.2 KREIA Affiliates. KREIA Affiliates are business entities or individuals that have contributed materially to the progress, growth and advancement of KREIA and met such other standards as the Board of Directors may establish from time to time.
2.2 Membership Benefits. All KREIA Members in good standing shall have full voting rights and be listed on the KREIA web site in their class. All KREIA Members are entitled to serve on the Board of Directors, subject to these By-laws, or any committee and receive such other benefits as may be enacted by the Board of Directors. Affiliates shall not be entitled to voting rights and shall not be eligible to serve as an officer or director.
2.3 Application for Membership. Any eligible person may make application for Membership at any time on the appropriate form as adopted by the Board of Directors. All applications for membership are subject to approval by the Board within its sole discretion
2.4 Duration of Membership and Renewal. All Memberships shall be for one calendar year from September 1 of each year. Memberships are automatically renewed on September 1 of each year, and dues shall thereupon become due and owing, unless a member gives written notice by August 1 of that year that the member desires to resign the membership.
2.5 Dues. Dues and application fees shall be established from time to time by the Board of Directors, but not later than July 1 to become effective the following September 1. KREIA dues are payable annually on September 1 of each year.
2.5.1 Refunds and Pro-Rating. The dues for the first year of membership shall be the full amount, plus the application fees. Dues shall be pro-rated on a monthly basis for members in their second year of membership. Any difference between the dues received with the application and the amount due for that year shall be refundable or may be credited to that member’s account. Application fees are not refundable.
2.5.2 Waiver of Dues. Membership dues shall be waived for all persons serving on the KREIA Board of Directors, the Immediate Past President, the chairman of the annual KREIA Convention, honorary lifetime members, and such other persons as the Board of Directors may designate from time to time.
2.5.3 Delinquency. If the dues or indebtedness to KREIA of any member are more than 60 days in arrears, after notice to that member, the member no longer shall be considered in good standing.
2.6 Membership Removal. Members are to conduct themselves in a manner that is positive towards KREIA. A member that fails to meet the criteria for membership may be removed. In addition, a member that conducts business in a manner that is detrimental to the welfare of KREIA, or that violates any Kentucky statutes or regulations governing home inspectors may be removed. Removal shall be done by majority vote of the Board of Directors.
ARTICLE III – BOARD OF DIRECTORS
3.1 Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the Board of Directors, and all powers provided in applicable law, subject to any limitation set forth in applicable law.
A director owes a duty of loyalty, a duty of good faith, and a fiduciary duty to KREIA which should not be taken lightly. Accordingly, a director is precluded from representing KREIA in any transaction in which that director is personally and directly or indirectly interested in obtaining any advantage at the expense of KREIA.
A director is prohibited from entering into any contracts or other transactions involving KREIA, subject to applicable statutory provisions governing director conflicts of interest, such as KRS 271B.8-310 (Section 8.31 of the Model Business Corporations Act). Any transaction inconsistent with those principles and unfair to KREIA is voidable and KREIA shall be entitled to immediate recompense from such director.
The Board of Directors can bind KREIA only when it is acting collectively as a body in conformity with applicable law and these By-laws. Agreements between individual members of the Board of Directors and outside third parties are not binding upon KREIA unless there exists expressed authority in the action of the Board of Directors for the action of the individual director or it is expressly ratified by the Board of Directors, both of which shall be in the minutes, and, in the absence of such expressed authority or ratification, the individual director binds himself only.
3.1.1 Qualification. All voting members of the Board of Directors shall be United States citizens, over 18 years of age, graduates of high school or holders of a GED, and KREIA Members. All members of the Board of Directors shall be Inspectors licensed by the KBHI.
3.1.2 Composition and Terms. The Board of Directors shall be composed of at least nine voting members elected at-large. In addition, the President shall serve as a voting member of the Board and the Immediate Past President shall serve as an eleventh member, in an ex-officio capacity, for one year or until such time as the successor President becomes Immediate Past President. The Immediate Past President shall vote solely for the purpose of breaking a tie vote. All directors shall hold office from the date of election until that director’s successor is elected and qualifies or until there is a decrease in the number of directors or that director resigns. The terms of each member elected to the Board of Directors shall be three years, except as provided below.
Initial Terms; Staggered Terms. The directors constituting the initial Board of directors hold office only until KREIA’s first annual meeting and a successor is elected and qualified. The members of the Board of Directors elected at the first annual meeting shall have the following terms: three members shall be elected for three year terms, expiring at the third annual meeting following their election; three members shall be elected for two year terms, expiring at the second annual meeting following their election; and three members shall be elected for one year terms, expiring at the first annual meeting following their election, so that thereafter three classes of directors shall exist, with one-third of the Board of Directors elected at each of annual meeting thereafter and the remaining two-thirds holding office under staggered terms. Upon the expiration of these initial terms, all directors shall be elected to three year terms. If the number of directors is increased or decreased, all terms shall be staggered accordingly.
Officer Membership. No officer, except the President, shall be a voting member of the Board unless that person is elected to the Board of Directors by the members. However, the directors constituting the initial Board of Directors may include officers holding terms until the first annual meeting and the installation of directors then elected.
3.1.3 Election of Directors. Following the first annual meeting after the initial election of directors, one-third of the members of the Board of Directors shall be elected by the members of KREIA, at KREIA’s Annual Meeting or at such other regular annual time as the Board of Directors may select, but not less than annually. KREIA’s nominating committee shall propose a full slate of directors to be elected at such time, at least 24 hours in advance of the election. Nominations for directors from the membership may be received at any time, provided they are received at least 10 calendar days prior to the election. If received less than 10 days prior to the then pending election, such nominations shall be considered for the next subsequent annual election. In the event that a full slate of nominees is not received in this fashion, nominees may be taken from the floor prior to the election. If any candidate is permitted to speak at the meeting, then all candidates shall be permitted to speak for an equal amount of time. Election shall be by simple majority of the votes cast, using written ballots. If a candidate does not receive a majority, then a run-off election shall be promptly conducted between the two candidates receiving the highest number of votes cast for that position. The candidate receiving a majority of votes cast in the run-off election shall be elected. The term of office shall begin on the first business day after the Annual Meeting electing directors.
3.1.4 Election of Officers of the Board. At the first meeting of the Board of Directors convened following the election of directors, the Board of Directors shall elect a President, Vice-President, Vice-President of Education, Treasure, Secretary, and such other officers as the Board of Directors may find useful or expedient. Each officer of the Board shall be elected for a one year term in any office. Thereafter, the Board shall elect all officers each year at the first meeting of directors following the election of directors.
3.1.5 Suspension, Removal and Reinstatement. A director may be suspended for cause by a two-thirds vote of the full Board of Directors. A suspension may last not more than 90 days, by which time either the director shall be reinstated or a vote on removal shall be concluded among KREIA members. A director may be removed from office only with a two-thirds vote of the full Board of Directors, ratified by a majority vote of the voting members of KREIA. Absence from three consecutive regular Board meetings without an excuse deemed valid by the Board of Directors shall be construed as resignation from office. Such a resignation must be accepted by a two-thirds vote of the full Board including a finding that no valid excuse was known to the Board. A director may be reinstated at any time by a two-thirds vote of the full Board.
3.1.6 Vacancies. A vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in size of the board, shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board.
3.1.7 Compensation. The Board of Directors shall fix the compensation, if any, of the directors, officers and employees. Directors and officers shall be entitled to reimbursement of reasonable expenses. The Treasurer shall report to the Board at each meeting of the directors, including an itemized listing of director compensation and reimbursed expenses.
3.1.8 Indemnification. KREIA shall indemnify and hold harmless all directors to the maximum extent permitted by law, provided such expenses are reasonable in the specific facts of the situation. In the event of a request for indemnification, the Board of Directors shall promptly establish a committee to determine that the director has met the standards established by law, and whether the director’s conduct was in good faith, motivated by KREIA’s best interest within that director’s reasonable judgment and in any event not opposed to KREIA’s best interest, and, with respect to criminal proceedings, there was a lack of reasonable basis to believe the conduct was unlawful.
The committee shall be empowered to engage independent counsel within a reasonable budget established by the Board of Directors. The committee shall conduct its inquiry and report preliminary findings to the Board of Directors within thirty calendar days, at which time tentative or conditional indemnification may be extended; however, the committee inquiry may continue up to 180 days, at which time final findings of fact and recommendations shall be tendered to the Board of Directors and the Board shall render a final decision on authorization of indemnification in that specific case. A director requesting indemnification must cooperate fully with the committee, without jeopardizing any Fifth Amendment rights, and in the event the committee finds a willful failure to do so, that director shall be deemed to have surrendered and waived any right to indemnification.
If indemnification is permissible under applicable law, upon majority vote of the Board of Directors who are not parties to the controversy or proceeding, KREIA shall provide such indemnification, provided that no indemnification or hold harmless action shall jeopardize the solvency of KREIA. In the event all directors are made a party or the number of directors made a party is greater than would allow a quorum if they were excluded, then all directors and all officers shall vote on whether to provide indemnification. Thereafter, the committee shall supervise the reasonableness of expenses and assist the director subject to controversy so much as possible within the confines of this subsection.
In furtherance of this obligation, KREIA, through its Treasurer, shall obtain appropriate insurance providing coverage for errors and omissions of any member of the Board of Directors and the Board of Directors as a whole. To the extent insurance coverage is in place or available, indemnification shall survive dissolution to the maximum extent possible and the Treasurer shall take all reasonable steps to assure such coverage in the event of dissolution.
ARTICLE IV – OFFICERS
4.1 Officers. The officers of KREIA shall consist of a President, Vice-President, Vice President of Education, Treasurer, Secretary and such other officers as the Board of Directors may designate. All officers shall be elected by the Board of Directors, after consenting to their nomination. At the first meeting of the Board of Directors convened following the first election of directors, the Board of Directors shall elect a President, a Vice-President, a Vice President of Education, a Treasurer, Secretary and such other officers as the Board of Directors may find useful or expedient. Each officer of the Board shall be elected for a one year term in any office. Thereafter, beginning at the first meeting of Board of Directors subsequent to the next annual election of directors, the Board shall elect a President, Vice-President, Vice President of Education, a Treasurer, a Secretary and such other officers as the Board of Directors may find useful or expedient each year at the first meeting of directors following the election of directors. An officer of KREIA is an agent of KREIA and KREIA shall be bound by the acts of its officers where their acts are within the apparent authority conferred on them by the Board of Directors. All officers shall attend all regular meetings of the Board of Directors.
4.1.1 Director Officers/Employees. A director may be elected or designated by the Board of Directors as an officer of KREIA or a director may be hired by KREIA as an employee. When such is the case, the director does not assume any additional powers to bind KREIA because of the dual role as director and officer or employee.
4.1.2 Duties and Terms. All officers shall be elected by the Board of Directors and serve at its pleasure. The term of office of each officer shall be one year. The initial officers of KREIA shall be a President, a Vice-President, Treasurer and a Secretary. The Board of Directors may constitute additional offices and provide for employment of additional personnel at its sole discretion.
(A) Duties of President.
The President has ultimate responsibility and authority for all executive functions of KREIA, including execution of policy adopted by the Board of directors, budget, regulatory compliance, and the like. The President’s responsibilities cannot be delegated, though the President may expect and obtain support and cooperation from all members and employees. The President shall have the authority, with the prior advice and consent of the Board of Directors, to make all contracts; appoint all committees and employ all employees; fill all vacancies excepting those on the Board of Directors; act as the Chair of the Board of Directors; provide agendas for, convene, chair and adjourn all membership meetings; and take care that KREIA’s policies and direction, as well as applicable laws and regulations, are faithfully executed. The President shall be a member of the Board of Directors with full voting rights and an ex-officio member of all committees except the Nominating Committee. As chief executive of KREIA, the President shall
(a) have full authority and responsibility to conduct the day-to-day operations and affairs of KREIA;
(b) faithfully carry out the By-laws;
(c) execute the policy and direction of the Board of Directors promptly and without fail;
(d) make all appropriate appointments in an appropriate manner;
(e) have primary responsibility for KREIA’s compliance with the budget adopted by the Board of Directors and the filing of required returns, regulatory filings and all other compliance with law, such as annual reports;
(f) call each meeting of the members, disseminate an agenda for each such meeting in advance, and chair or name a designee to chair each such meeting;
(g) present an annual plan, including specific goals, time frames, and means of measuring or evaluating results, to the Board of Directors not later than December 31 of each year for its adoption or modification;
(h) represent KREIA in public matters, consistent with direction from the Board of Directors; and
(i) provide leadership, direction and encouragement. The President shall report to the Board at each regular meeting a summary of these activities.
(B) Duties of Vice President.
In the event of the President’s removal from office, death, resignation, or inability to discharge the powers and duties of the office for any reason as determined by a two-thirds vote of the Board of Directors, the Vice-President/ shall immediately assume all duties of the President for the remainder of the unexpired term. If the President is unavailable or absent, the Vice-President shall assume the duties of the President until such time as the President becomes available and present to perform the duties of the President. The Vice-President shall faithfully execute such other duties as may be assigned by the Board of Directors from time to time.
(C) Duties of Vice President of Education
The Vice President of Education (VPE) shall be responsible for leading all of KREIA’s educational efforts and programs. The VPE shall develop and coordinate a continuing education plan that complies with all requirements of the Kentucky Board of Home Inspectors. The VPE shall also ascertain the non-continuing education needs of the membership and develop plans and programs to meet such needs. The VPE shall serve as chairman of the committees formed for all conferences and seminars of the association. The VPE shall work directly with the President and Treasurer to establish an education budget and to monitor and account for fees and costs.
(D) Duties of Treasurer.
The Treasurer shall have general supervision of the fiscal affairs of KREIA. The Treasurer shall be responsible for safeguarding all assets and regular accounting of revenues and expenditures to the Board at each of the Board of Director’s regular meetings.
The Board of Directors shall provide for assistance to the Treasurer through an independent CPA who shall prepare all tax returns and other required filings under the supervision of the Treasurer.
The Treasurer shall have authority to authorize any expenditure within KREIA’s approved monthly budget. All other expenditures shall require prior Board approval, confirmed in the minutes of the Board of Directors meetings.
The Treasurer shall keep an up-to-date and accurate record of KREIA’s finances, shall disburse funds in accordance with the Board of Director’s authorizations, and shall provide records and assistance to the Board appointed independent CPA to timely prepare and file all tax returns, monthly budget and account reconciliations, and quarterly or annual returns, including taxes and other regulatory filings as the need may be.
The Treasurer shall report at each quarterly Board of Directors’ meeting a written account of the finances, revenues, expenditures, budget variances, profit and loss statement, balance sheet, updated financial statement for KREIA as of the preceding month end, and all reimbursed expenses of officers and directors, and this report shall be physically affixed to the minutes of each such meeting.
The Treasurer shall exercise all other duties usual and customary to the office, including (without limiting the generality of the foregoing) meeting with and arriving at proposed resolutions, compromises or settlements with any taxing authority, subject to approval of the Board of Directors; carrying out these By-laws; supervising all credit card arrangements, transactions, and reconciliation of accounts; obtaining insurance; and the like.
The Treasurer shall faithfully execute such other duties as may be assigned by the Board of Directors from time to time. The Treasurer shall be appropriately bonded, at KREIA’s expense.
(E) Duties of Secretary.
The Secretary shall be official custodian of all of the records and minutes of KREIA.
The Secretary shall report directly to the President.
The Secretary shall have custody of KREIA’s corporate seal and shall oversee, and be the final determiner or arbiter, of all nominations, ballots, votes, election conduct, voting procedures, and election returns for any election provided in these By-laws, for which the Secretary shall take all necessary or useful steps to assure compliance with the By-laws and policies of KREIA.
In any meeting, the Secretary shall act as parliamentarian to resolve any procedural controversy. The Secretary may name a designee among the members to carry out this responsibility at the discretion of the Secretary. Board approval is not required, though the Board may veto any such designation and select another parliamentarian from among the members.
The Secretary shall make, keep, distribute and preserve minutes of all meetings of the Board of Directors, annual meetings, and all other meetings, whether special or otherwise, and shall maintain or cause to be maintained the same, with reports such as those required under sub-section 5.1.2 below, for not less than seven years.
The Secretary shall cause lists of committees and their membership to be posted on KREIA’s web site. The Secretary shall provide minutes of Board meetings to any Member, upon written request.
The Secretary shall attend to all correspondence of KREIA not otherwise assigned or delegated, and shall have authority to recruit assistance among the members of KREIA to manage all obligations of the Secretary.
4.1.3 Suspension, Removal and Reinstatement. An officer may be suspended for cause or removed from office for cause by a two-thirds vote of the full Board of Directors. Absence from three consecutive regular Board meetings without an excuse deemed valid by the Board of Directors shall be construed as resignation from office. Such a resignation must be accepted by a two-thirds vote of the full Board including a finding that no valid excuse was known to the Board. An officer may be reinstated at any time by a two-thirds vote of the full Board.
4.1.4 Vacancies. If the office of Vice-President, Treasurer or Secretary becomes vacant, the President may appoint a successor, on an acting basis, until such time as the appointment is confirmed, or the office is filled by the Board of Directors. An appointee may hold other elective or appointed offices.
4.1.5 Indemnification. KREIA shall indemnify and hold harmless all officers, former officers, and approved agents and representatives (for this sub-section, an “officer”) to the maximum extent permitted by law, provided such expenses are reasonable in the specific facts of the situation. In the event of a request for indemnification, the Board of Directors shall promptly establish a committee to determine that the officer has met the standards established by law, and whether the officer’s conduct was in good faith, motivated by KREIA’s best interest within that officer’s reasonable judgment and in any event not opposed to KREIA’s best interest, and, with respect to criminal proceedings, there was a lack of reasonable basis to believe the conduct was unlawful.
The committee shall be empowered to engage independent counsel within a reasonable budget established by the Board of Directors.
The committee shall conduct its inquiry and report preliminary findings to the Board of Directors within thirty calendar days, at which time tentative or conditional indemnification may be extended; however, the committee inquiry may continue up to 180 days, at which time final findings of fact and recommendations shall be tendered to the Board of Directors and the Board shall render a final decision on authorization of indemnification in that specific case.
An officer or former officer requesting indemnification must cooperate fully with the committee, without jeopardizing any Fifth Amendment rights, and in the event the committee finds a willful failure to do so, that officer shall be deemed to have surrendered and waived any right to indemnification.
If indemnification is permissible under applicable law, upon majority vote of the Directors who are not parties to the controversy or proceeding, KREIA shall provide such indemnification, provided that no indemnification or hold harmless action shall jeopardize the solvency of KREIA. In the event all directors are made a party or the number of directors made a party is greater than would allow a quorum if they were excluded, then all directors and all officers shall vote on whether to provide indemnification. Thereafter, the committee shall supervise the reasonableness of expenses and assist the officer subject to controversy so much as possible within the confines of this subsection.
In furtherance of this obligation, KREIA, through its Treasurer, shall obtain appropriate insurance providing coverage for errors and omissions of any officer. To the extent insurance coverage is in place or available, indemnification shall survive dissolution to the maximum extent possible and the Treasurer shall take all reasonable steps to assure such coverage in the event of dissolution.
ARTICLE V – MEETINGS
5.1 Board of Director Meetings. The Board of Directors shall meet at times and places specified by the by the Board, or in the absence of Board action, by the President. A quorum must be present for any meeting to convene or act. A majority vote of a quorum of the Board is required to enact any decision, except as otherwise specified in these By-laws. Board action also may be taken by unanimous written action or as specified in these By-laws, or by such other means as the Board may resolve to accept, provided the Secretary concurs. If the Secretary is not present, the directors may elect an Acting Secretary by majority vote, who shall take minutes of the meeting and promptly report the same to the Secretary. Voting shall be confirmed by roll call except when a vote is unanimous. Board meetings shall be open to all members, except for executive sessions convened by majority vote of the Board. In such matters the Board shall be guided but not bound by standards of Kentucky’s Open Meeting law. To speak on any topic, members and others should request to be on the agenda, though the Board may waive that requirement.
(A) Regular meetings. The Board of Directors shall designate a regular time and place for meetings at least quarterly and preferably monthly. This schedule shall be posted on the KREIA web site. Regular meetings shall be called by the President with at least two weeks notice by sending all directors and officers a written or e-mailed agenda and posting the same on the KREIA web site.
(B) Special Meetings. Special or emergency meetings may be called by the President with at least 48 hours notice by telephone, e-mail or personal notice, with an agenda provided. Special meetings also may be called by any three directors who deliver written or e- mail notice and an agenda to all directors and officers at least ten calendar days prior to the noticed date of the special meeting.
(C) Telephonic Conferences and Other Means. The Board of Directors may convene any meeting and meet by means of telephonic conference call or by electronic means, provided the Secretary is satisfied that the identity of all participants is established acceptably.
5.1.1 Quorum. At least six directors, or two-thirds of the directors, whichever is greater, shall constitute a quorum.
5.2 Annual Meetings. The annual meeting shall be held during October of each calendar year, or at such other date as the Board of Directors may select, provided an annual meeting is held at least once each calendar year. The date, place and hours of the Annual Meeting shall be designated by the Board of Directors. The annual membership fee paid by Members shall include the cost of admission to the business portion of the annual meeting. The Board, in its discretion, may charge additional fees for other functions and activities held at the same time or in conjunction with the annual meeting.
5.2.1 Election of Directors. The election of directors shall take place at the KREIA Annual Meeting, and in any event, not less than annually, as set out in Article III above. The nominating committee of the Board shall submit, and the Board shall publish nominations at least 24 hours in advance of the day and time of the election.
5.3 Membership Meetings. Whenever, under these By-laws, or in the judgment of the Board of Directors, a matter arises which requires a vote of the Members, the Board shall submit such matter to a membership vote, either at a noticed meeting or by any other means accepted by the Board, provided the Secretary concurs. The process may be by mail, including e-mail, or such other or additional means as the Board may adopt. All Members in good standing shall be entitled to vote. Notice shall be given consistent with these By-laws and at not less than 10 nor more than 35 days prior to any special meeting. Otherwise, notice shall be given at least one week preceding any regularly scheduled meeting.
5.4 Voting. Voting may be by such means as the Board deems appropriate and reliable, consistent with these By-laws, including electronic means that the Secretary is satisfied are reliable. Election of directors and votes on any matter concerning directors, officers or amendment of these By-laws shall be by written ballot or written proxy. The ballot for election of directors shall contain the names of all candidates and a description of the candidate limited to three sentences, prepared by the candidate and approved by the Secretary, whose approval shall not be unreasonably withheld. Such descriptions shall be concise, list credentials or background facts, and not be rude, inflammatory, disparaging of any other candidate or otherwise inappropriate. Thumbnail style, passport type photos may be included but are not required. Proxy ballots must be received at least seven calendar days prior to the election to be included in the vote. A majority vote of those voting is required for adoption of any proposal or resolution unless otherwise provided in these By-laws. In questions with more than two options, if no option initially receives a majority, then the matter shall be decided by successive votes, eliminating the option with the smallest vote successively until a majority is had.
5.4.1 There shall be not cumulative voting for directors or any other matters that may come before the membership.
5.5 Quorum. At any meeting of the membership, a quorum must be present in order to conduct business or elect officers. A quorum shall consist of a simple majority of the then outstanding Members.
ARTICLE VI – COMMITTEES
6.1 Committees. Committees shall be constituted as the Board of Directors sees fit. All committees and committee members shall serve at the pleasure of the Board and perform such duties as the Board may assign.
6.1.1 Formation. Committees shall be formed at the first Board meeting after the election of the President, unless otherwise directed by the Board.
6.1.2 Membership. The President shall be a member of all committees except the Nominating Committee. The President shall nominate a Chairperson and at least two committee members from KREIA’s members to the Board for its approval for each committee instituted by the Board. The Chair of each committee shall report to the Vice-President. The President may terminate membership in any committee, upon approval of the Board of Directors. A list of all committees and their membership shall be maintained by the Secretary and posted on KREIA’s web site.
6.1.3 Voting. A majority of the members of a committee constitutes a quorum. A quorum is required for a committee to take action.
6.1.4 Review. At least annually, the President shall report to the Board a summary of each committee’s activities, plans, budget and needs. The Board shall review the membership, activities, plans, budget and needs of each committee prior to each Annual Meeting and shall solicit new committee members as the Board sees fit at the Annual Meeting.
6.1.5 Standing Committees. Though the Board has the ultimate discretion, it is recommended that there be standing committees for
(A) By-laws and Policies Committee. A By-laws and Policies Committee should receive, examine, prepare and report to the Board any proposed amendments, additions, deletions, or other modifications to the By-laws and the policies of KREIA.
(B) Conferences and Conventions. A Conference and Convention Committee should oversee all aspects of the Annual Conference, Annual Meeting and all other conventions as directed by the Board. It could assist any Education Committee by submitting documentation for continuing education credits and the like.
(C) Education. An Education committee could develop, establish and implement continuing education seminars for the membership at all regular meetings and the annual Conference. It should be charged to submit appropriate materials to the Kentucky Board of Home Inspectors (KBHI) for CE credits in conformity with KBHI regulations and with providing certificates to members documenting credits earned at any KREIA function.
(D) Legislation. A Legislation Committee should be charged to obtain, review, follow and report to the Board, and members, all new KBHI regulations, hearing dates, comment periods, and the like, along with General Assembly bills, committee hearings, and the like affecting home inspectors or the KBHI.
(E) Membership. A Membership Committee should be authorized to examine, review, implement and regularly report to the Board on all membership forms, requirements, recruitment, and related endeavors. The committee also could work with all chapters to develop membership and promote KREIA.
(F) Nominations. A Nominations Committee should receive, examine, recommend and report to the Board of Directors nominations for all offices, including directors, officers and any other position for which election by the members or the Board is necessary.
(G) Public Relations. A Public Relations Committee could develop and implement a public relations program to promote KREIA and benefit both members and the profession as a whole.
6.1.6 Special Committees. The Board of Directors may establish special committees from time to time as it deems necessary or useful. The composition, charge, membership, and term of any special committee shall be determined by the Board.
ARTICLE VII – AMENDMENTS
7.1 Amendments. These By-laws may be altered, amended, revoked or repealed, in whole or in part upon an affirmative vote of a majority of the Board of Directors.
ARTICLE VIII – MISCELLANEOUS
8.1 Fiscal Year. The fiscal year of KREIA shall be the calendar year unless otherwise specified by the Board of Directors.
8.2 Publication of Official Notices. The KREIA web site and any written publication selected by the Board or required by these By-laws shall constitute publication for official notices and any notice required herein. If time requirements apply, the date such notice first appeared on the web site during normal business hours or the date written publication was last mailed, whichever is later, shall be the first day for the computation of an applicable time period.
8.3 Parliamentary Authority. Robert’s Rules of Order (most recent edition) shall govern the conduct of all meetings as to any matter to which the Rules apply and are not inconsistent with either these By-laws or any special rule of order KREIA may adopt by two-thirds vote of the members. The Secretary, or the parliamentarian designated by the Secretary, shall be the final arbiter of any controversy or dispute under this sub-section.
8.4 Seal. The Board of Directors may adopt a seal for KREIA, in such form and for such purposes as the Board may direct.
8.5 Dissolution. In the event KREIA shall elect or be caused to discontinue, dissolution shall be effected in accordance with then applicable law. In the event of dissolution, the Board of Directors shall cause all corporate assets remaining, after all debts and other obligations of KREIA are satisfied or discharged, to be distributed for exempt purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code or the corresponding section of any future federal tax code.