Member By-Laws

Section 1.  Name

1. The name of this corporation shall be the “Building Owners and Managers Association of Tulsa, Oklahoma, Incorporated,” herein known as the Association.

Section 2. Principle Place of Business

1. The principle place of business of this corporation shall be the city and county of Tulsa in the Sate of Oklahoma.  The Association shall be registered under all appropriate laws regarding non-profit corporations for the State of Oklahoma. 

Section 1.  Purpose

1. The Association shall foster cooperation among all who are interested in the management and ownership of real estate, particularly owners and managers of commercial office, corporate, government, institutional, medical, loft or apartment buildings and shopping centers.
2. The association shall promote the professional and educational growth of members through the exchange of ideas of interest in the construction, maintenance, management and ownership of commercial real estate, including legislation, taxation, insurance and other matters of public interest.
3. The Association shall work to improve the conditions pertaining to the ownership, management and operation of commercial real estate in every proper way and in accordance with the foregoing purposes and under the powers governing non-profit corporations in the State of Oklahoma.
4. The association shall be the spokesman for members in matters affecting development, ownership and operation of commercial real estate and make representations to the various offices of government in the respect. 
5. The Association shall produce and maintain appropriate research, briefs, reports and studies relating to the interests of members and the commercial real estate industry.

Section 2.  Limitations and Restrictions

1. The foregoing provisions shall be construed both as objectives and powers.  It is hereby expressly provided that the foregoing enumeration of specific purposes shall not limit or restrict in any way any purpose or power granted non-profit corporations operating in the State of Oklahoma by statute or general law. 

Section 1.  Classes of membership

1. There shall be 6 (six) classes of membership to include Principal, Associate, Additional Principal, Additional Associate, Life and Honarary.

Section 2.  Application, Qualification, Resignation

1. Application for membership shall be made on a form prescribed by the directors and signed by the applicant and one current voting member acting as sponsor. Associate applicants shall provide a Letter of Intention indicating the areas of support and expertise such applicant would bring to the organization.  Membership may be transferable with the approval of the Board of Directors.
2. Applicants qualify for membership upon payment of annual dues and the recommendation of a majority of the Board of Directors or two-thirds of all members voting at a regularly scheduled Association meeting.  Before a determination of qualification shall be made, the following characteristics shall be examined:  adherence to the generally accepted standards of good construction, appearance, management, operation, maintenance, cleanliness and confirmation of the principles of the Association and Building Owners and Managers Association International. 
3. A member shall cease to be a member upon delivery of a written resignation to the Directors but under no circumstances shall there be a refund of dues paid in advance.
4. Membership in the organization shall be extended to principal applicants achieving a percentage of the total membership of at least 45%.  Associate membership shall at no time exceed 55% of the total membership.  A waiting list shall be maintained for Associate member applicants, if necessary.  In addition to the qualifications detailed in Article Three, Section 1 (b), Associate membership may be limited to a maximum number from a particular trade/industry at the discretion of the Board of Directors. 

Section 3.  Discipline, Suspension, Reinstatement

1. The Directors upon receipt of a written complaint, may censure, suspend or expel any member for conduct which is harmful to the Association.  Before any such action shall be taken, the member involved shall be entitled to appear before the membership committee at a regularly scheduled meeting to answer the complaint and shall be given a copy of the complaint in sufficient time to make an answer. The membership committee shall make its recommendation to the Directors as to the disposition of the complaint.
2. Membership shall be deemed to be terminated if dues are not paid. The Directors shall have the power to extend the time required for payment. 
3. Upon written request and application signed by a former member, and following formal application guidelines, the Directors may reinstate such a member to full membership with such terms as the Directors shall determine.

Section  4.  Regular Membership

1. Regular membership shall be the primary representatives of individuals, partnerships, corporations, trusts, or other entities or organizations, owning, managing, leasing or controlling real property as listed in Article II, Section 1, Paragraph (a) located within the geographical area of Northeastern Oklahoma.
2. The basis for membership within this classification shall be real property as listed in Article II, Section 1, Paragraph (a) and shall be referred to as a Member Building.
3. The Board of directors may, by a majority vote, recognize the loss of a member Building Regular Representative as temporary and continue to consider that property as a Member building until such time as a new Representative is designated or until the Associations’ fiscal year ends, whichever comes first. 

Section 5.  Additional Members

1. An Additional Member is the secondary representative of a Member Building and shall be so designated by the Member Building’s Regular representative. 

Section 6.  Allied Members

1. Allied members shall be representatives of individuals, partnerships or corporations who subscribe to the objectives of the Association as set out in Article Two but do not qualify for Regular Membership. 
2. Two sub-classes of Allied Members shall exist.  Allied/Professional members shall be members of recognized professions, including but not limited to architecture, engineering and management consulting. Allied/Commercial Members shall be representatives of persons or companies engaged in selling supplies, services, products or equipment to the office building industry. 
3. Allied Members shall designate a primary representative in whose name the membership shall be listed.  Multiple representatives shall be permitted within this classification. 
4. Allied members shall participate in Association activities and projects but shall not vote on matters that come before the whole Association nor hold elective office, except as outlined in Article VI. 

Section 7.  Life Members

1. Life Membership shall be granted to Regular or Additional members who, by reason of retirement or other worthy circumstances, are no longer eligible for any other membership category.
2. Candidates for Life Membership must have held membership in the Association for twenty years.  Candidates are nominated by a majority vote of the Board of Directors and qualify by a majority vote of members present at a regularly scheduled Association meeting. 
3. Only Life Members of this Association may be proposed for Life Membership in BOMA International. 

Section  8.  Honorary Members

1. Honorary Membership shall be granted to individuals who render distinguished service to the Association and/or the purposes it espouses provided such individual has been nominated by a majority of the Board of Directors and voted same by a majority of voting members attending a regularly scheduled Association meeting. 

Section 1.  Membership Dues and Service Fees

1. Membership dues and service fees shall be set by the Board of Directors.
2. Honorary and Life Members shall be charged no membership dues, but shall pay appropriate service fees as determined by the Board of Directors. 

Section 2.  Payment of Dues

1. Dues shall be assessed on an annual basis, the fiscal year beginning January 1, and concluding December 31, and shall be payable on January 1 of each year.  There shall be no refunds or proration of annual dues. 

Section 3.  Others Fees and Charges

1. Members shall be assessed an annual membership service charge, fee or assessment as recommended by the Board of Directors and approved by majority of members voting at a regularly scheduled Association meeting.

Section 1.  Meetings Quorums, Notice

1. Annual, monthly and Special Meetings shall be held on a regular basis at a time and place determined by the Board of Directors.
2. A quorum for all meetings shall exist when one-third of all voting members are in attendance. 
3. All members shall be notified seven (7) days in advance of all schedule meetings as to their date, time and location.  Notice shall be in writing and include a proposed agenda listing the business expected to come before the meeting. 
4. Director’s action by mail or telephone.  In place of meeting in person, the board of directors and officers may transact business by postal mail, electronic mail, text or faxed  correspondence, provided that the matters have been discussed or described previously and a quorum participates.

Section 2.   Agenda of October Meeting

1. The Agenda of the October meeting shall be set by the Board of Directors and include a call to order, President’s report, special reports, unfinished business, new business and election of officers and directors, previously nominated at the September Association meeting. 

Section 3.  Special Meetings

1. Special meetings may be called at any time by the President or at the written request of three (3) members of the Board of Directors or five (5) voting members of the Association.  Such meetings may act on any question that shall properly come before it.
2. The December meeting shall include the call to order, President’s Report, Special Reports, and unfinished business.  The installation of Officers and Directors, and presentation of Life Members.

Section 4.   Voting Privileges, Proxies

1. Regular and Additional members shall be entitled to cast one vote only.  Proxies are not allowed at any meeting of the Association, its Committees or Boards.

Section 1.  Association Management, Board of Directors

1. The management of the Association shall be vested in a Board of Directors consisting of a President, a First Vice President, a second Vice President, a Secretary/Treasurer, the immediate Past President and at least six but not more than eight (8) Directors.  At least two but not more than four directors shall be Associate members serving for two (2) years on staggered terms.  Principal Directors shall be elected for staggered two (2) year terms. Directors shall be eligible to succeed themselves, if duly nominated and elected, for a term to be determined by a majority vote of the Board of Directors.
2. The Board of directors is the governing body of the Association, responsible for the successful conduct of the Association’s Affairs.  While it may delegate and share responsibilities, the ultimate authority for all official actions shall reside in the Board of Directors. 
3. The Board of Directors shall establish policies, initiate activities, enter into contracts and make recommendations to the membership as it may deem proper so as to advance the interests and objectives of this Association.
4. The Board of directors shall consider and take action upon all matters referred to it, reporting such action promptly to all members.
5. The Board of Directors shall have authority to provide suitable offices, engage employees and fix compensation for such employees if and when, in the discretion of the Board, there is occasion to do so. 
6. If the position of Executive Director is created by the Board of Directors, that position will have the following responsibilities: The Executive Director shall attend all sessions of the members and the Board of directors and keep minutes of all proceedings in a book to be provided for that purpose.  The Executive Director shall be in charge of the routine work of the office of the Association, supervise all clerical and secretarial employees working in and for the association office and perform such other duties as the Board of directors may prescribe. 
7. The Board of Directors shall fix an amount of bond required of the Secretary/Treasurer, other officers or employees of the Association. When a bond shall be required, it shall be purchased promptly. 
8. A majority of the entire Board of Directors may amend any of the provisions of these By-laws which concern the amount of dues, the number of Directors, the designation and duties of the officers of the corporation, and the fiscal year of the corporation.

Section 2.  Election of Officers, Terms, Vacancies

1. Officers shall be elected by a majority of qualified members voting at the October meeting and shall serve a one year term.  All officers shall serve until successors have been duly elected and installed. 
2. Vacancies in any office may be filled for the balance of the term by a majority vote of the Board of Directors.

Section 3.  Duties of the President

1. The President shall be the Association’s chief administrative officer, and, subject to the direction of the Board of Directors, shall have general control and management of the Association.
2. The President shall preside at all meetings of the Association.
3. The President shall appoint all committee members and committee chairmen subject to the approval of the Board of Directors.
4. Subject to the approval of the Board of Directors, the President shall approve all orders on the treasury for accounts, obligations and debts against the Association, shall approve the adoption of an Annual Budget, and shall countersign all checks larger than One Hundred and fifty dollars ($150.00) drawn on any Association account.
5. The President shall submit to the members at the December meeting a true, full report of work accomplished and results achieved during the preceding twelve months, reporting all matters which are of interest to the Association.

Section 4. Duties of the First Vice President

1. The First Vice President shall perform such duties as the President or Board of Directors may designate, and in the absence or inability of the President to serve, shall perform the duties of the President.  He shall serve as an ex-officio member of all committees, and report to the President on the status of each committee’s activities. 

Section 5.  Duties of the Second Vice President

1. The President will designate certain duties as required.  The Second Vice President will be responsible for providing adequate housing, facilities, and equipment as needed for regular and special meetings of the Association.  He will perform the duties of the President or First Vice President during their absence. 

Section 6.  Duties of the Secretary/Treasurer

1. The Secretary/Treasurer shall be the custodian of all funds belonging to the Association, depositing all moneys and other valuable effects in the name of and to the credit of the Association in such depositories as may be designated by the Board of Directors and keep a full accurate and current accounting of all funds belonging to the Association. 
2. The Secretary/Treasurer shall make only such disbursements of funds that have been appropriated for that purpose or may be ordered by the President or the Board of Directors.  Vouchers will be received for all disbursements. 
3. The Secretary/Treasurer shall issue meeting notices in accordance with the Bylaws of the Association, attending and keeping precise records of all such meetings.
4. The Secretary/Treasurer shall have custody of the corporate seal and current approved Bylaws of the Association.
5. All disbursements, official instruments and contracts shall be made and co-signed by the President and the Secretary/Treasurer.  The Board of Directors may authorize alternative signatures for use in the absence of either or both the President and Secretary/Treasurer.
6. The Secretary/Treasurer shall, at the end of the January meeting, provide all members with a detailed written report of the Financial condition, receipts, accounts and disbursements of the Association for the preceding fiscal year. 
7. The Secretary/Treasurer shall, upon the election of a successor, forward all books, ledgers, and property of the Association to the Board of directors for delivery to the successor.  All such material shall be in a condition suitable to the proper fulfillment of the Association’s purposes.  In the absence of a duly qualified and elected successor, the President shall receive such material until a successor is chosen. 
8. The Secretary/Treasurer* shall keep the following records:
   • Sub-paragraph 1)  Cash Receipts Journal showing invoice dates, invoice numbers, descriptions, debits to cash received, credits to payment on dues or accounts receivable and credits to miscellaneous cash revenue.
   • Sub-paragraph 2)  Cash Disbursement Journal showing dates, item descriptions, credit to cash paid and debits to expenses or accounts payable.
   • Sub-paragraph 3)  Sales Journal showing the dates, invoice numbers, descriptions of debits due or accounts receivable, credits to dues income and credits other sales. 
   • Sub-paragraph 4)  Dues Receivable Subledger showing dates, invoice number, descriptions, dues billed, payments, date of payments, balances. 
   • Sub-paragraph 5)  General Journal showing corrections, adjustments to and calculations of invoices.
   • Sub-paragraph 6)   General Ledger summarizing the activities of all journals on a monthly basis.
9. The Secretary/Treasurer shall make all Association books and records available for inspection by any member of the Board of Directors provided notice of intention to inspect is given in writing no fewer than seven (7) days in advance.

*Subject to the employment of a paid Secretary/Treasurer.

Section 7.  Committees

1. There shall be eight (8) standing committees:
   • Communications
   • Economics
   • Education
   • Finance and Planning
   • Government Affairs
   • Membership
   • Nominations
   • Program
     Members and Chairman shall be appointed as provided for in Article VI, Section 3, Paragraph ( C ) above.  The President may appoint with the approval of the Board of directors, Task Forces to address specific questions or complete specific programs.
2. Committees or Task Forces shall exercise those powers delegated to them by the Board of Directors and others as set forth in Article VI, section 3.  Each shall conform to any regulations, restrictions or charges imposed by the President or the Board of Directors.  Each shall meet and adjourn as members direct.  Questions arising at meetings shall be determined by a majority vote of members present and voting.  In cases of an equality of votes, the Committee or Task Force Chairman shall have a second or deciding vote. 
3. The Communications Committee shall enhance the public image, prestige and influence of the Association in civic and business affairs and publicize the purposes, programs and activities of the Association to members, the commercial real estate industry and the general public. 
4. The Economics Committee shall prepare reports, briefs and studies as set forth in Article II, Section 1, Paragraph (e) encourage the collection of data for the Downtown and Suburban Office Building Experience Exchange Report and develop new sources of information for appropriate reports or action. 
5. The Education Committee shall enhance the level of professional knowledge available to members, sponsor informative programs on new and relevant information or topics of interest and encourage participation in the programs of the Building Owners and Managers Institute. 
6. The Finance and Planning Committee shall audit Association accounts, advise on the formulation of the yearly Association budget, dues assessments, financial matters and develop plans for the long range growth and development of the Association. 
7. The Government Affairs Committee shall work to improve conditions relative to the ownership and management of commercial real property, particularly as they may relate to municipal, state and federal legislative code, judicial and regulatory actions.
8. The Membership Committee shall identify interest and nominate individuals for membership in the Association through a coordinated program of activities.  It shall develop a list of prospective members based on an inventory of commercial real estate, property owners and managers in the geographical area of Northeastern Oklahoma. 
9. The Nominations Committee shall select candidates for Officers and Directors and report their names to all members at the September meeting, provided however nothing shall prevent any member from nominating or voting for any eligible member for any office in the Association. 
10. The Program Committee shall work with the Officers, Directors and Committees to develop a series of programs of interest to Association members and the commercial real estate industry.

Section 1.  Services, Liability

1. The consideration of services rendered the Association by any and all members shall be the benefit derived from membership in the Association and no compensation shall be paid for any such service except by special arrangement authorized by the Board of Directors in advance. 
2. With the exception of payment of dues as provided in these Bylaws, no member shall by reason of membership in the Association be liable in any matter pertaining to or growing out of membership in the Association.

Section 1.  Parliamentary Authority

1. Robert’s Rules of Order, newly Revised, shall be the authority governing Association meetings when not in conflict with these Bylaws or amendments.

Section 2.  Amendments

1. These Bylaws shall be amended by a two-thirds vote of members present and voting at a Regular or Special meeting provided that the proposed amendments, together with the recommendation of the Board of Directors, shall be submitted to all members at least thirty (30) days in advance of the meeting at which such action is to be vote upon.

Section 3.  Ratification

1. These Bylaws shall become effective from the date of adoption by the Association at a duly called meeting of members.  Adoption shall revoke and annul any constitution or Bylaws heretofore adopted.

Section 1.  Resolution of federation

1. Be it further resolved that in furthering the objectives of the Association, the Building Owners and Managers Association of Tulsa, Oklahoma hereby federates with the Building Owners and Managers Association International as of the date of incorporation hereunder and tenders to that Association its cooperation in working for the best interests of the membership, local and national, and to the general welfare of the commercial real property industry. 
2. IN WITNESS WHEREOF, we, the undersigned persons, do hereby amend and adopt the foregoing articles for such Corporation and affix our signature hereto this day. 

April 7, 1987

See original in files for signatures.