Bylaws for the Governance of the
Advancement Board for Real Estate Development

The Colleges of Architecture, Arts and Humanities and Business and Behavioral Sciences of Clemson University, in collaboration, established and have nurtured a unique academic center and master’s program of excellence. The focus is to promote the development, redevelopment, conservation, research and innovation in the built environment where individuals and communities can attain their full potential for the improvement of societies and the world; to promote the Richard H. Pennell Center for Real Estate Development (Pennell Center) and the Master of Real Estate Development’s (MRED) programs and to support them in fulfilling their commitment to education, research, and service, the Advancement Board for Real Estate Development was formed.  

Article I.  Name of the Organization

The official name of the organization shall be the Advancement Board for Real Estate Development.  It may be referred to herein as (“the Board”).

Article II.  Purpose Statement

The Advancement Board for Real Estate Development promotes the advancement of the real estate development profession and related fields through the earnest support of  the Pennell Center  and the MRED graduate degree program. The Board seeks to accomplish these objectives by the commitment of time, financial, intellectual, and professional resources to maximize the impact of the Center as well as the educational experience for the MRED students. The Real Estate Development Board is action oriented and entrepreneurial in spirit. 

Article III.  Location of the Board

The initial  principal office (and mailing address) of the Advancement Board for Real Estate Development shall be located at 311A Lee Hall, Box 340511, Clemson, South Carolina 29634-0511.

Article IV.  Governing Body
A.  The governing body shall be the Advancement Board of Directors (“the Board”).  The initial Board shall be those recorded by the Executive Director (who shall be a Development Director who will hold the offices of the Secretary and Treasurer of the Board) at the first meeting of the 2009-10 academic year including those invited but not present at the meeting. 

B.  Membership on the Board shall consist of such persons, firms or
corporations and for such tenure as may be determined by the Board from time to time.  Members shall be called Directors.

C.  The Board shall consist of no less than fifteen (15) or more than forty (40) Directors each with three year terms, except as provided for elsewhere in these Bylaws, whose successors are elected by the seated Board at each annual meeting of the body. 

At its annual meeting or subsequent regular meetings of the Board, the Directors may change the number necessary to carry out the Board’s functions effectively by providing notice to the existing Directors that such motion will be considered at the next meeting of the Board so long as the notice precedes the date of the meeting by twenty-five (25) days.

Directors who are elected to specific terms will continue in office beyond their term until a successor has been elected or the Director re-elected.  Directors may resign unilaterally by submitting their resignations and effective dates to the Executive Director. 

A resignation will be acknowledged by the Board (or Executive Committee if a Board meeting is not scheduled within one month’s time).  This will create a vacancy on the Board until such time as the Board elects a successor.

D.  Election of Directors to take place as follows:

Prior to the Annual Meeting, the seated Directors shall decide by majority vote the number of Directors to be elected and their terms. (For the first Annual Meeting under these Bylaws, the seated Directors will determine one, two and three year terms to stagger future Board turnover within thirty days of the Annual Meeting.)  Directors can serve two (2) three-year terms, except to the extent a Director has served concurrently as an officer of the Board.  Under such circumstances, the officer shall be eligible to serve an additional period as a Director equal to the length of service as an officer.  A term is a University fiscal year, July 1 through June 30.

The Board Advancement Committee will act as a Nominating Committee and present a single slate of nominees, subject to the approval of the Executive Committee.  The Executive Committee will present approved slate to the Board for election at any meeting preceding the Annual meeting.  The newly elected Directors’ terms will commence and they will be seated at the next Annual meeting.

The duties of the Board shall be as determined by the Executive Committee from time-to-time and approved by the Directors.

Meetings of the Board of Directors shall be as determined by the Chair in consultation with the Vice Chair, the Development Director who will serve as the Executive Director and the MRED and the Pennell Center Program Directors.

Special meetings of the Board of Directors may be called by the Chair or majority of the Directors at any time upon no less than five (5) days prior written notice.

A Director may be removed for cause by a two-thirds vote of the Board.

Article V.  Officers and Their Election

A.  The officers of the Board shall be elected Directors, except the Secretary/Treasurer, who shall be University development staff in good standing.  The officers shall consist of a Chair, a Vice Chair (as apparent Chair-elect) and a Secretary/Treasurer, who will also serve as Executive Director of the Board.  The officers shall be elected at the Annual Meeting for a term of two years with the exception of the first Annual Meeting of 2009-2010 wherein the Chair shall be elected for a one-year term.  The Executive Director’s term shall continue until a successor is elected.

Faculty members and administrative staff, including representatives of the Clemson University Development Office, may serve as ex-officio members of the Board and Committees. 

Any officer may resign at any time by delivering written notice.   The Board, by two thirds vote, may remove any officer at any time with cause.  Such action by the Board shall state if the removal includes the member’s seat as a director.

B.  A vacancy occurring in any office shall be filled by the Board of Directors at their next regular meeting or a special meeting duly called provided at least five (5) days notice is given in writing. 

Article VI.  Duties of Officers

A.  The Chair shall preside at all meetings of the Board and shall perform all other duties pertaining to the office including construction and approval of the meeting agenda in conjunction with the Vice Chair and the Executive Director or his/her designee, and the Directors of the Pennell Center and the MRED program.

B. The Vice Chair shall act as aide to the Chair, perform the duties of the Chair in the absence of that officer and advise matters for the meeting agenda and recommend priorities for discussion or action.  The Vice Chair shall act as the chief officer for strategic planning for the Board.

C.  The Executive Director or a person designated in the capacity of Secretary/ Treasurer for the Board shall cause to be maintained an accurate record of donor receipts and disbursements and to cause payments for goods and services to be made as authorized.  A regular statement of operations, showing beginning balance, receipts, disbursements and ending balance, shall be made to the Board at the beginning and end of each academic year or more frequently as requested by the Finance Committee or the program Directors. The Clemson Advancement Foundation for Design + Building (CAF) shall be the repository of the funds until such time as the Advancement Board Executive Committee requests some other arrangement with the approval of the Dean of the College of Architecture, Arts and Humanities.   Application for the distribution of funds will be made to the Finance Advancement Committee by the Executive Director subject to the approval of the Dean of the College of Architecture, Arts, and Humanities. Funds or donations received by parties other than the CAF will not be subject to Article VI, Section C of the Bylaws.

Acting as Secretary, the Executive Director shall keep the Minutes of  all meetings, authenticate records and perform such other duties as  may be delegated to the office.

Article VII.  Committees

A.  Due to the limitations of the Board to have frequent regular meetings and the time  at such meetings for working sessions, the Board must depend on the efforts of its members between board meetings. This will permit the Board to be active on several objectives at the same time and with more manageable numbers of members.  Based on this concept of board members working independently between regular meetings, the Chair and Vice Chair in consultation with the Executive Director, faculty and administration will appoint Standing Committees to plan, outline and implement the major goals of the Board for approval by the Board.

The Standing Committees will represent the broad areas of the business and objectives of the Board.  Each will identify the strategic issues attributable to its committee objectives and coordinate with the Vice Chair.  Each Standing Committee will be led by a Chair. Each will be provided with an initial outline of tasks.  A Standing Committee may form subcommittees as the Committee Chair determines necessary or beneficial to accomplishing the committee’s objectives.

B.  Collectively, the current Chair of the Board, the past Chair of the Board, the Vice Chair, and the Chairs of the Standing Committees will constitute the Executive Committee.  The MRED and the Pennell Center Program Directors and the Executive Director will serve as ex officio members of the Executive Committee.  The purpose of the Executive Committee will be to advance the objectives of the Board between regular meetings.

C.  The Standing Committees will be:
 1.  Board Advancement Committee

Objectives: monitors and advises the Board on strategic needs to    increase effectiveness of the Board; conducts strategic planning; reviews mission, purpose, and goals of the Board; annually evaluates  the purpose, expectations, and effectiveness of the Board and its  members; determines member benefits and recognition. Governance:  evaluates Bylaws and organizational structure; works with general  members to develop slate of potential Board members; meets with  prospective Board members and recommends candidates to the Board; creates and conducts orientation sessions for the new Board members  and organizes training sessions for the entire Board; such other  tasks  as assigned to it or approved by the Vice Chair.

 2.  Finance Advancement Committee

Objectives: assists development staff in raising personal and corporate  funds to advance the MRED and the Pennell Center and coordinate  the Advancement  Board’s role in other capital or special projects;  conducts strategic  planning; understands top fundraising priority is  Lee Hall communicates with faculty and staff to determine top  priorities for which private funds are needed; works with development  staff to involve all board members in fundraising and works with all  board  members to ensure their annual participation; assists  development staff in identifying and cultivating potential donors and  goes on calls with development staff when appropriate; takes the lead  in certain types of outreach efforts such as chairing a dinner committee or hosting fundraising parties, etc.; such other tasks  assigned to it or approved by the Vice Chair.

 3.  Professional Advancement Committee

Objectives: enhances understanding and appreciation of real estate  development as a professional occupation and the benefits of the  Pennell Center/MRED programs among peers and the public;  conducts strategic planning; publicizes the MRED and the Pennell  Center -  their purposes, goals, activities, etc; creates and maintains  systems with the help of Center administrative staff (The Pennell  CRED Network)  to collect and organize data from members to build  a large centralized network connecting other members including faculty and staff involved with the real estate programs, alumni, and  current MRED;  organizes and hosts networking events and  professional relations events with the help of the MRED and Pennell  Center staff; works with faculty and staff to identify opportunities for  engagement opportunities such as guest speaking/teaching, practicum  involvement, case studies, etc.; works with other members to build  networks; periodically reviews and updates networks; engages  existing development related professional associations; develops  benefits for employers for student programs such as internships and  potential research topics for the Center; such other tasks as assigned to  it or approved by the Vice Chair.

D.   Some objectives of the Board may be of a magnitude requiring larger committees, or the Board as a committee of the whole, to be utilized. These will be ad hoc and disband when their objectives have been accomplished. Such ad hoc committees will be described as Task Forces. 

VIII. Meetings:

A.  Regular Board meetings will be scheduled at least two times a year (with an initial plan to meet three times per year) to coordinate with the University calendar and in consideration of the travel and time schedule of the Board members.  The first regular meeting of an academic year will be considered the Annual Meeting.

B.  Meetings will generally be held at Clemson but this will not be a requirement if the Executive Committee determines a meeting off campus will enhance the objectives of the Board.

C.  Special meetings shall require at least five (5) days notice.  E-mail communications will constitute written notice.

D.  Meetings may be conducted through the use of any means of communication by which all Directors may hear each other simultaneously during the meeting. A Director participating is deemed to be present for purposes of satisfying attendance requirements.  To be official, the Minutes of the meeting, including attendance, must be circulated for additions/deletions/corrections and forwarded to the appropriate committee chair or Executive Director for the Minutes Book record.

E.  Actions may be taken without a meeting upon the written consent of two-thirds of the Directors (in the case of a Board meeting) or two-thirds of the committee members (in the case of a committee).  Written consent must detail the action to be taken and shall be included in the Minutes, reflecting what action was taken, including if no action was taken.

Article IX. Dissolution

The Board may be dissolved by the Dean of the College Architecture, Arts, and Humanities any time without cause upon written notice to the Chair and the Executive Director.

Article X.  Interpretations of the Bylaws

When confusion or a dispute arises concerning the Bylaws, the matter shall be submitted to the full Board by the Executive Director with a recommendation for resolution and the rationale for such recommendation.   The decision of the majority vote of the Directors voting shall be final. The provisions of the Constitution of Clemson University, to the extent they are applicable, take precedence over the Bylaws of the Advancement Board for Real Estate Development.

Article XI.  Amendments, Additions or Deletions to the Bylaws

When the apparent need arises, proposed amendments, additions or deletions to the Bylaws will be first referred to the Board Advancement Committee for study and a recommendation to the Executive Committee.  If the Executive Committee concurs with the Board Advancement Committee’s recommendation, the Executive Director will submit the proposed change to the full Board for approval or disapproval.  After twenty-five (25) days notice to the Board, the vote of a majority of all Directors eligible to vote will decide the matter.  In the event of a tie, the Chair will have a tie breaker vote even if the Chair’s regular vote has already been recorded. 

Dated February 25, 2011