Bylaws for the Governance of the Advancement Board for Real Estate Development
(These restated Bylaws supersede the original dated May 2010 and revisions dated October 2012, and September 2013)
The Colleges of Architecture, Arts and Humanities and Business and Behavioral Sciences of Clemson University, in collaboration, established and have nurtured a unique 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 Master’s program and to support it in fulfilling its commitment to education, 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 Master of Real Estate Development (“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 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 3-123 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 Clemson University Development Officer who will hold the office of the Secretary 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 of the Advancement Board shall be called Directors.
C. The Board shall consist of no less than 15 or more than 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 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 resignation and effective date to the Executive Director.
The 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:
1. 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 1, 2 and 3 year terms to stagger future Board turnover within 30 days of the Annual Meeting.) Directors can serve 2 (two) 3-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 scholastic year, July 1 through June 30.
2. 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 the annual meeting.
3. The duties of the Board shall be as determined by the Executive Committee from time-to-time and approved by the Directors.
4. Meetings of the Board of Directors shall be as determined by the Board Chair in consultation with the Board Vice-Chair, the MRED Program Director , and the Development Director who will serve as the Executive Director.
5. Special meetings of the Board of Directors may be called by the Board Chair or majority of the Directors at any time upon no less than five (5) days prior notice.
6. 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 for the Secretary, who shall be a University development officer in good standing. The officers shall consist of a Chair, a Vice-Chair (as apparent Chair-elect), a Treasurer and a Secretary, 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 Development Office, may serve as Ex-officio non-voting 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 5 days notice is given in writing.
Article VI. Duties of Officers
A. The Board 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 Board Vice-Chair and the Executive Director or his/her designee, and the Director of the MRED program.
B. The Board Vice-Chair shall act as aide to the Board Chair, perform the duties of the Chair in his absence, advise matters for the meeting agenda and recommend priorities for discussion or action. The Board Vice-Chair shall act as the chief officer for strategic planning for the Board.
C. The Treasurer shall maintain an accurate record of donor receipts and disbursements and to cause payments for goods and services to be made as authorized with the assistance of the Executive Director. 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 Executive Committee or the program Directors. The Clemson University Foundation (CUF) 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 Executive Director subject to the approval of the Treasurer. Funds or donations received by parties other than the CUF will not be subject to Article VI, Section C of the Bylaws.
D. The Executive Director (or his designee) in his capacity as Secretary 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 Board Chair and Board 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 Board 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 Chair of the Board, the Vice-Chair of the Board, the Treasurer, the Past Chair of the Board and the Chairs of the Standing Committees will constitute the Executive Committee. The MRED Program Director and the Executive Director/Secretary will serve as Ex-officio, non-voting 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. ABRED Advancement Committee
Objective: Monitor and advise the Board on strategic needs to increase effectiveness of the Board.
2. Student Fellowships Advancement Committee
Objective: Assists the MRED Director in raising personal and corporate funds to create Fellowships in support of students enrolling in the MRED program.
3. Professional Advancement Committee
Objective: Enhance understanding and appreciation of real estate development as a professional occupation and the benefits of the MRED program among peers and the public
conducts strategic planning
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.
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 or Greenville 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 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 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 XI: 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 Board Chair and the Executive Director.
Article XII: 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 XIII: 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 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.