Mission Statement: Created in 1978, the mission of the Austin Board of REALTORS® Foundation is to connect the philanthropic passion of Central Texas REALTORS® to worthy local causes related to housing, youth education, and local disaster relief. As a mechanism for real estate professionals to donate their time, talent, and resources to charitable outlets, the Foundation helps impact, sustain, and support the Austin-area community.
The ABoR Foundation Board of Directors understand the philanthropic vision that has been set forth, follow servant leadership, and are dedicated to supporting the Central Texas community.
Coldwell Banker United REALTOR®
Theresa Brown - Vice-Chairman
Stacy Bass - Secretary/Treasurer
Rivers & Oaks Sky Realty
Valorie Doyle - Past Chairman
Coldwell Banker United REALTOR®
Green City Realty
Austin Real Pros, REALTORS®
North American Title Company
Coldwell Banker United REALTOR®
Monica Williams - Staff Executive
Austin Board of REALTORS®
Seunga Yu - Staff Liaison
Austin Board of REALTORS®
AUSTIN BOARD OF REALTORS® FOUNDATION
Updated July 2016
NAME AND LOCATION
SECTION 1. The Austin Board of REALTORS® Foundation (hereafter called the “Foundation”) is a nonprofit corporation formed and operating pursuant to the laws to the State of Texas.
SECTION 2. Offices of the Foundation shall be located in Travis County at the offices of the Austin Board of REALTORS® hereinafter, “ABoR”. The Foundation shall have and continuously maintain in Austin, Travis County, Texas a registered agent and registered office where the registered agent may be located.
SECTION 1. The Foundation, as ABoR’s philanthropic initiative, will be recognized as an effective mechanism for REALTORS® to donate their time, talent, and resources to impact, sustain and support community initiatives. The purposes of the Foundation shall be exclusively charitable and educational, for exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including the following purposes:
- To leverage the philanthropic passion, knowledge, and skills of ABoR’s membership and affiliates
- To provide volunteer opportunities
- To create opportunities for ABoR members to leverage their combined giving power and realize a tax benefit, where applicable
- To ensure accountability and impact of donations through reporting metrics
- To seek contributions in furtherance of the Foundation’s strategic community initiatives and purposes from any source, but primarily from the membership of the ABoR and other interested individuals and corporations.
- To manage the funds of the Foundation, the income from which is to be available for Foundation purposes.
- To contribute sums, up to the amount of income, from the funds of the Foundation for charitable and educational purposes which enhance the image of , its members, and affiliates in the community including, but not limited to, the following:
- Housing initiatives
- Education initiatives
- Disaster Relief, and
- Other initiatives as approved by a majority of the Board of Directors to meet critical or emerging needs and/or which would enhance the image of REALTORS® in the community.
- To raise the visibility and educate the community regarding the impact of the philanthropic initiatives of ABoR and its Affiliates.
- To solicit, receive and otherwise acquire gifts of money and of all other kinds of property, and to hold, use and dispose of the same, in such a manner as is deemed advisable in carrying on the foregoing purposes.
- Generally, in furtherance of the foregoing purposes, to have and exercise all of the powers, rights and privileges now and hereafter conferred by the laws of the State of Texas upon nonprofit corporations, all to the end that the foregoing educational and charitable purposes of this Foundation may be fully and effectively pursued and accomplished, in full compliance with the Articles of Incorporation of this Foundation and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
SECTION 1. Reporting. The Foundation Board of Directors shall inform the Board of Directors of the Austin Board of REALTORS® of the activities of the Foundation at least quarterly. This reporting requirement can be satisfied by submitting the Minutes of Foundation Board meetings to the ABoR Board of Directors for informational purposes.
SECTION 2. Governance. The governing body of the Austin Board of REALTORS® Foundation shall be its Board of Directors consisting of nine (9) sitting directors. Should the incoming Chairman not have a remaining year on their second term as a Director, then the elected Chairman shall be extended one year to their second term, and in that instance, the Board of Directors shall consist of ten (10) sitting Directors. The Past Chairman shall serve as ex officio member, counted as a sitting Director with all privileges as such, for one year following their term as Chairman, regardless of years remaining on current term. The Directors shall serve a term of two (2) years or until their successors are elected and officially installed. Their terms of office shall commence on the first day of January. The terms of Directors shall be staggered in such a manner as to provide for election of three (3) to five (5) new Directors each year. Directors shall serve no more than two consecutive two-year terms. Former Directors who have served two consecutive two-year terms shall be eligible for reappointment after one year off the Board of Directors. In no instance shall a Director serve more than five (5) consecutive years on the Foundation Board. The Foundation Board will include at least one member of the ABoR Board of Directors, to be appointed by ABoR Board President, and is eligible to serve a two-year term.
SECTION 3. Officers. The officers of the Foundation Board of Directors shall be a Chairman of the Board, Vice-Chairman, Secretary-Treasurer, and Past Chairman (ex officio if their term has ended). The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Foundation Board of Directors. The Vice-Chairman shall automatically succeed to the office of Chairman the second (2nd) January after election as Vice-Chairman. It is further provided that the Vice Chairman must have completed at least one year of a two (2) year term on the Foundation Board of Directors. Any newly elected or holdover Director shall be eligible for election to the office of Secretary-Treasurer.
- The Chairman of the Foundation Board of Directors shall preside at all meetings of the Board and shall perform all duties usually pertaining to that office. The Vice-Chairman shall preside in case of the Chairman of the Board's absence or inability to serve and in such instances shall perform all duties of the Chairman of the Board. The Secretary-Treasurer shall preside in case of the absence or inability to serve of the Chairman of the Board and the Vice-Chairman, and in such instances shall perform all duties of the Chairman of the Board, and shall also serve the function of secretary of the corporation. In the event the Chairman of the Board, Vice-Chairman and Secretary-Treasurer are absent or unable to serve, the Past Chairman shall perform all duties of the Chairman of the Board.
- All contracts or other instruments obligating or binding the Foundation in any manner shall have the approval of the Foundation Board of Directors. No Director or officer, acting by himself, shall have authority to bind the Foundation to debts in any manner, or to make contracts or other obligations, oral or written.
SECTION 4. Election of Officers and Directors. Annually, a Nominating Committee shall be appointed by the Chairman with the approval of the Board of Directors. The Nominating Committee shall be comprised of the Past Chairman, one sitting Director either in the first year of their two-year term or not running for re-election, and the Foundation Staff Executive. No candidate running for election or re-election shall serve on the Nominating Committee. The Nominating Committee shall nominate one (1) eligible candidate for each office and one (1) eligible candidate for each of the positions to be filled for the Board of Directors from the online applications submitted. Directors who are running for a second term must also submit an online application. Shall there not be qualified candidates or enough applicants, the Nominating Committee shall appoint any member, affiliate or person to serve for any elected position, with final approval from of Board of Directors.
SECTION 5. Vacancies. Vacancies among the Officers and the Board of Directors may be filled by a simple majority vote of the Board of Directors until the next annual election.
SECTION 1. Meetings of Foundation Board of Directors.
- Regular Meetings. The Foundation Board of Directors shall designate a regular time and place of meetings. Absence from three regular meetings without an excuse deemed valid by the Foundation Board of Directors shall be construed as resignation. The Foundation Board of Directors shall meet at least annually.
- Special Meetings. The Chairman of the Foundation Board of Directors, or any five (5) Directors, may call special business meetings of the Directors by giving a minimum of seventy-two (72) hours notice in advance of the time of such meetings. Such notice shall state the purpose of the meeting and subjects to be acted upon, and no other business shall be considered or acted upon.
- A quorum of the Foundation Board of Directors shall consist of a majority of the Directors.
- Electronic Notice. Notice of meetings of the Foundation Directors, and other documents and notices to be served under these bylaws, may be transmitted by facsimile or electronic message and is considered to be given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the Director for the purpose of receiving notice.
- Actions by Written Consent. The Foundation Directors may take action without holding a meeting, providing notice, or taking a vote if Foundation Directors having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each Director entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken. Such written consent or consents must include the date each Director signed the consent and is effective to take the action that is the subject of the consent only if the consent or consents are delivered to the entity not later than the 60th day after the date the earliest dated consent is delivered to the entity as required by these bylaws. The Secretary-Treasurer shall promptly notify each Director who did not sign a consent described herein of the action that is the subject of the consent.
- Delivery of Consents. Copies of written consents as described in the foregoing section shall be delivered by the Board member signing the consent to every other Board member and officer of the Foundation by hand delivered certified mail, return receipt requested or by facsimile or electronic notice as provided in these bylaws. Such copies may also be served by any person designated by the Board for performing such duties.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
SECTION 1. Indemnification. Every Director, officer, and employee of the Foundation and such others as specified from time to time by the Foundation Board of Directors shall be indemnified by the Foundation against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, officer or employee at the time such expenses are incurred, except in such cases wherein the Director, officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified person may be entitled.
SECTION 1. Fiscal Period. The fiscal period of the Foundation shall be the same as the fiscal period of the Austin Board of REALTORSâ.
SECTION 2. Budget. The Foundation Board of Directors shall adopt an annual operating budget covering all activities of the Foundation.
SECTION 3. Audit. The accounts of the Foundation shall be audited not less than annually by a Certified Public Accountant who shall provide a report to the Foundation Board of Directors. Within sixty (60) days following completion of the audit, the Foundation Board of Directors shall furnish the Austin Board of REALTORS® Board of Directors with a financial report for the fiscal year just concluded. An audit that demonstrates that the Foundation is not financially viable will trigger an automatic sunset review.
SECTION 4. Grant Approval. No grant, award, or non-budgeted expense shall be made without a majority vote of the Foundation Board of Directors.
SECTION 1. The Foundation shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the Board of Directors of the Foundation. On dissolution of the Foundation, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Foundation Board of Directors.
SECTION 2. The President of ABoR may initiate a task force to conduct a Sunset Review of the ABoR Foundation as needed, but not more than once every three years. The review will include and make recommendations on the achievement of effective financial objectives, the outcomes of philanthropic initiatives, and the membership of the Foundation Board. If the Sunset Review determines that the Foundation is not meeting its goals, it may recommend dissolution. The review panel shall not consist of any sitting member of the Foundation Board of Directors, but it shall consist of at least one (1) Past Foundation Director.
SECTION 1. Amendments to or repeal of these Bylaws may be proposed by the Foundation Board of Directors on its own initiative or upon petition by three Foundation Directors voting at any meeting of the Foundation Board of Directors, duly called, provided written notice of proposed changes have been sent to all the Foundation Board of Directors fifteen (15) days before such meeting.
RULES OF ORDER
SECTION 1. The rules contained in the current edition of the ROBERT’S RULES OF ORDER shall govern the conduct of meetings of the Foundation Board of Directors in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Foundation may adopt.