Revision Date – March 26, 2020
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, September 2013, and April 2017)
The College of Architecture, Arts and Humanities and Business and Behavioral Sciences (now only the College of Business) of Clemson University, in collaboration, established and have nurtured a unique master’s program of excellence: the Clemson Master of Real Estate Development graduate degree program (the "MRED Program"). The focus of the MRED Program 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 MRED Program and to support it in fulfilling its educational mission, the Advancement Board for Real Estate Development of Clemson University 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 Board promotes the advancement of the real estate development profession and related fields through the earnest support of the MRED 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 Program students. The Board is action oriented and entrepreneurial in spirit.
The Board is a component part of Clemson University, not a separate legal entity, and Clemson University may modify these Bylaws or terminate the Board at any time.
Article III. Location of the Board
The principal office (and mailing address) of the Board shall be located at c/o the Master of Real Estate Development Program, 1 North Main Street, Greenville, South Carolina 29601.
Article IV. Membership of the Board; Meetings of the Board
A. Membership on the Board shall consist of such persons, corporations or other legal entities, as may be determined by the Board from time to time in accordance with these Bylaws. Members of the Board shall be called Directors.
B. The Board shall consist of no less than 15 or more than 40 Directors.
C. New Directors shall ordinarily be elected annually by the Board at the Annual Meeting of the Board, although vacancies may be filled at any regular meeting or special meeting of the Board.
D. Directors shall serve three-year terms and shall be eligible for reelection as provided in Subsection (E) hereinbelow. Regluar terms for Directors begin on July 1 following his or her election and end on June 30 of the third year following the beginning of a Director's term. In the event a Director is elected to fill a vacancy on the Board or in the event a Director is elected at a time other than at the Annual Meeting (hereafter defined), such Director's first year of service shall begin immediately after his or her election and continue until the following June 30, and the remainder of such term shall continue for two additional years thereafter. 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.
E. On an annual basis, on or before of each year (the "Director Evaluation Date", the Executive Committee, shall meet to review and evaluate each Director whose three-year term ends the upcoming June 30 (the "Director Evaluation Meeting"). To aid in such review and evaluation, the Vice President of the Board Advancement shall solicit input from (i) the current MRED Program Director, (ii) the current Department Chair of the Department of City Planning and Real Estate Development, (iii) other MRED Program administration, faculty, and staff, as well as any or all of the Emeritus Directors (hereafter defined), as deemed necessary by the Vice President of the Board Advancement, and/or upon request of the Executive Committee. The Vice President of Board Advancement shall present such input to the Executive Committee for review at the Director Evaluation Meeting. After such review and evaluation, the Executive Committee shall vote at the Director Evaluation Meeting (or via written consent, including email, pursuant to Article VIII, Subsection (I)) to take one of the following actions as to each such Director (the "Director Term Options"):
(1) The Executive Committee may issue a letter asking such a Director to continue to serve on the Board for another three-year term (the "Continued Service Letter"), which Continued Service Letter will request a written confirmation (via email is acceptable) from such a Director of his or her commitment to serve such additional three-year term to be delivered within thirty (30) days of receipt by such Director of the Continued Service Letter. In the event such Director does not respond before such deadline, the Director shall be deemed not to have elected to serve on the Board for an additional three-year term, and thereafter the Executive Committee shall issue a Board Expiration Letter (hereafter defined).
(2) The Executive Committee may issue a letter informing such Director that his or her term on the Board has expired and thanking such Director for his or her service on the Board (a "Board Expiration Letter"), such Board Expiration Letter to request that such Director continue to be involved with the MRED Program in such capacity as he or she is able.
(3) With (i) the unanimous vote of the members of the Executive Committee present at a meeting with a proper quorum, plus the vote of the current MRED Director who shall be present at such meeting, or (ii) the unanimous written consent (including via email) of all of the members of the Executive Committee as action taken without a meeting of the Executive Committee, plus the additional written consent (including email) of the current MRED Director, together with two (2) supporting statements from any current or former Directors other then current members of the Executive Committee, the Executive Committee may issue a letter offering such a Director the option to (a) continue serving as a Director for an additional three-year term or (b) become an Emeritus Director (an "Emeritus Option Letter"). An Emeritus Option Letter shall request such Director provide written confirmation of his or her election of option (a) or (b) above within thirty (30) days of receipt by such Director of the Emeritus Option Letter. In the event such Director does not respond before such deadline, the Director shall be deemed to have elected to serve on the Board for an additional three-year term, and not to have elected to serve as an Emeritus Director. In the event a Director elects or is deemed to have elected option (a) above, such Director's option to become an Emeritus Director shall be considered deferred until the expiration of the Director's succeeding three-year term, upon which event, the Director shall have the same options (a) and (b) above, without further vote or consent by the Executive Committee or the current MRED Director, and the Executive Committee shall reissue the Emeritus Option Letter to such Director as provided hereinabove; provided, however, that any member of the Executive Committee may notify the Board Chair on or before the Director Evaluation Date that such member believes the applicable Director should not continue as a Director or become an Emeritus Director for “Cause” (as hereafter defined), then such Director shall be subject to the same review and evaluation process as set forth in the first paragraph of this Article IV, Subsection (E).
With respect to the term of any member of the Executive Committee whose own term is up for review and evaluation as provided in the first paragraph of this Article IV, Subsection (E), such member of the Executive Committee shall recuse himself or herself from the review and evaluation process set forth hereinabove and shall not be entitled to vote or consent as to his or her own Director Term Options.
Any Director who is not asked to continue to serve as a Director pursuant to Director Term Option #2 hereinabove, may be eligible to be invited back to serve as a Director at any future date, but shall be subject to the same initial review process and voting for all new Directors as set forth in Article IV, Subsection (I) hereinbelow.
F. “Emeritus Directors” shall be a separate, non-voting class of Directors, reserved for those Directors (a) who have served at least one term on the Board as a standard Director and (b) who have dedicated a transformative amount of resources – in time, talent, and/or treasure – to the MRED Program, as determined by the Executive Committee in accordance with Subsection (IV)(E) hereinabove. Emeritus Directors shall be entitled to receive all written notices and other information which are provided to other Directors, to attend and participate all Board meetings, to participate on Committees, and encouraged to attend all other events conducted by the Board and/or the MRED Program to which other Directors are invited; provided, however, Emeritus Directors (i) shall not be subject to any attendance policy for Board meetings or otherwise, (ii) shall not be entitled to vote at any Board meetings, (iii) shall not be counted in the determination if a quorum is present at a Board meeting, (iv) shall not be counted in the total number of Directors as set forth in Subsection (IV)(B) hereinabove, (v) shall not be replaced in the event of a resignation of an Emeritus Director or the removal of an Emeritus Director for Cause, and (vi) shall not serve as an Officer or otherwise upon the Executive Committee.
G. In addition to the standard Directors and the Emeritus Directors, the Board of Directors shall include a seat for a representative from the Clemson University Real Estate Alumni Society (the “CUREAS Director”). The CUREAS Director (i) shall be elected to the Board of Directors in the same manner as other standard Directors as set forth in Subsection (IV)(K) hereinbelow, (ii) shall be subject to the attendance policy for Board meetings and otherwise, (iii) shall be entitled to vote at any Board meetings, (iv) shall be counted in the determination if a quorum is present at a Board meeting, (v) shall be replaced in the event of a resignation or removal for Cause, and (vi) otherwise shall be considered a Director for all purposes under these Bylaws but (1) shall not be counted in the total number of Directors as set forth in Subsection (IV)(B) hereinabove and (2) shall not serve as an Officer or otherwise on the Executive Committee.
H. Directors, including Emeritus Directors and the CUREAS Director, may resign unilaterally by submitting his or her written resignation and effective date to the Board Chair (hereafter defined) or if no effective date is specified, then such resignation shall be effective immediately.
I. All Directors, including Emeritus Directors and the CUREAS Director, serve at the pleasure of the Board. At any meeting of the Board, a Director may be removed from the Board for Cause by an affirmative vote of two-thirds (2/3) of the Directors present at such meeting. Removal may be proposed by either the Board Chair or any ten (10) members of the Board. “Cause” shall include, but not be limited to, refusal to discharge the duties or a Director or engaging in conduct contrary to the interests or welfare of the Board, the MRED Program or Clemson University. The Director subject to removal shall receive written notice ten (10) days prior to the meeting which: (1) states the reason(s) for the proposed removal, (2) states that the Director has the opportunity to be present at the meeting and to state the reasons why the director believes he or she should not be removed, and (3) notes that written notice of the Board’s decision with regard to the removal of such Director will be provided to the Director within ten (10) days of the meeting. All other Directors shall receive written notice at least five (5) days prior to the date of the meeting stating that removal of such Director will be considered at such meeting and stating the reasons for consideration of removal.
J. A vacancy on the Board shall be deemed to exist at any time when a Director dies, resigns or is removed. Any vacancy on the Board that results in the Board having fewer than fifteen (15) members shall be filled through a special election at any regular or special meeting of the Board. Any vacancy on the Board that does not result in the Board having fewer than fifteen (15) members may, in the Board’s discretion, be filled through a special election at any regular or special meeting of the Board. If a vacancy occurs prior to the expiration of such Director’s term, the Director’s successor shall be elected to serve only until the expiration of the term of the predecessor Director.
K. Election of Directors shall take place as follows:
1. Prior to the Annual Meeting, the incumbent Directors shall decide by majority vote the number of Directors to be elected and their terms.
2. Vice President of Board Advancement (hereafter defined) will present a single slate of nominees, subject to the approval of the Executive Committee (hereafter defined). The Executive Committee will present approved slate to the Board for election at the Annual Meeting.
L. The duties of the Board shall be as determined by the Executive Committee from time-to-time and approved by the Directors.
Article V. Officers and Their Election
A. The "Officers" of the Board shall be elected Directors, except for the Secretary/Executive Director, who shall serve in an ex officio capacity and shall be the Director of the Development ofr the College of Architecture, Arts, and Humanities of Clemson University. The officers shall consist of a Board Chair, a Board Vice-Chair (as apparent Board Chair-elect), a Secretary/Executive Director who shall be a non-voting members of the Board and the Executive Committee, a Vice-President of Board Advancement, and a Vice-President of Alumni/Student Development. The Officers, except for the Secretary/Executive Director, shall be elected at Annual Meeting for a term of two years with the exception of the first Annual Meeting of 2009-2010 wherein the Board Chair shall be elected for a one-year term; provided, however, that the Secretary/Executive Director’s term shall continue as provided in Article V, Subsection (C) herein below.
B. Faculty members and administrative staff, including the Director of Development for the College of Architecture, Arts and Humanities of Clemson University, may serve as ex-officio non-voting members of the Board and committees, if any.
C. Any Officer, except the Secretary/Executive Director, may resign at any time by delivering written notice. The Board, by two-thirds (2/3) 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. The individual who serves as the Secretary/Executive Director shall be a member of the Board and the Executive Committee so long as such individual is employed in the position of Director of Development for the College of Architecture, Arts, and Humanities for Clemson University, and in the event such individual leaves such role, his or her successor in such role, or the substantially equivalent role in the event of departmental reorganization, shall automatically be appointed to the Board and the Executive Committee as the Secretary/Executive Director thereof, in each instance, in an ex-officio, non-voting capacity.
D. A vacancy occurring in any office shall be filled by the Board 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 preparation and approval of the meeting agenda in conjunction with the Board Vice-Chair and the Secretary/Executive Director (or his/her designee), and the Director of the MRED program.The Board Chair shall serve as spokesperson for the Board. The Board Chair shall have such other duties as the Board may prescribe from time to time.
B. The "Board Vice-Chair" shall act as aide to the Board Chair, perform the duties of the Chair in his or her 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. The Board Vice-Chair shall have such other duties as the Board may prescribe from time to time.
C. The “Secretary/Executive Director” (or his or her designee) shall keep the minutes of all meetings, authenticate records and perform such other duties as may be delegated to the office.
D. 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. 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 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 Treasurer subject to the approval of the Executive Committee. Funds or donations received by parties other than the CUF will not be subject to Article VI, Section C of the Bylaws. The Treasurer shall have other duties as the Board may prescribe from time to time.
E. The “Vice President of Board Advancement” shall be responsible for monitoring and advising the Board on strategic needs to increase effectiveness of the Board. Without limiting the generality of the foregoing, the Vice President of Board Advancement shall perform the following functions, as deemed necessary or beneficial from time by the Vice President of Board Advancement and/or at the direction of the Board Chair, the Board Vice-Chair or the Executive Committee:
- Conduct strategic planning;
- Review the mission, purpose, and goals of the Board;
- Annually evaluate the purpose, expectations, and effectiveness of the Board and the Directors;
- Determine Director benefits and recognition;
- Evaluate these Bylaws and the Board organizational structure;
- Work with general Directors to develop slate of potential Board members;
- Each year prior to the Director Evaluation Meeting, develop a slate of Directors whose terms expire the upcoming June 30 of each year to consider for re-election to the Board, termination from the Board, or approval for Emeritus Director status, and solicit input regarding the same, as set forth in Subsection (IV)(E) hereinabove;
- Meet with prospective Board members and recommends candidates to the Board;
- Create and conduct orientation sessions for the new Board members and organizes training sessions for the entire Board;
- Perform such other tasks as assigned to him or her or approved by the Board Vice-Chair.
F. The “Vice President of Alumni/Student Development” shall be responsible for coordinating MRED Program alumni outreach and events and otherwise enhancing the understanding and appreciation of real estate development as a professional occupation and the benefits of the MRED Program among peers and the public. Without limiting the generality of the foregoing, the Vice President of Alumni/Student Development shall perform the following functions, as deemed necessary or beneficial from time by the Vice President of Alumni/Student Development and/or at the direction of the Board Chair, the Board Vice-Chair or the Executive Committee:
- Conduct strategic planning;
- Publicize the MRED Program, its purposes, goals, activities, etc.
- Create and maintain systems with the help of MRED Program administrative staff to collect and organize data from Directors to build and periodically review a large centralized network connecting Directors, MRED Program faculty and staff, MRED Program alumni, and current MRED Program students;
- Organize and host networking events among Directors, MRED Program faculty and staff, MRED Program alumni, and current MRED Program students, and other real estate development professionals, with the help of the MRED Program staff;
- Work with MRED Program faculty and staff to identify opportunities for engagement opportunities for Directors, MRED Program Alumni and other real estate development professionals such as guest speaking/teaching, practicum involvement, case studies etc.;
- Engage existing real estate development related industry-related or other professional associations with the MRED Program, and MRED Program events;
- Develops benefits for employers of students of the MRED Programs such as internships and potential research topics;
- Such other tasks as assigned to it or approved by the Board Vice-Chair
G. Collectively, the Board Chair, the Board Vice-Chair, the Treasurer, the Vice President of Board Advancement, the Vice President of Alumni/Student Development, and the immediate past Board Chair will constitute the “Executive Committee”. The MRED Program Director and the Secretary/Executive Director 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.
Article VII. Committees
The Board shall not have any standing committees and will largely depend on the efforts of its Officers in fulfilling their responsibilities as outlined in Article VI; however, some objectives of the Board and/or duties of the Officers may be of a magnitude from time to time requiring additional resources from the other Directors. In furtherance of the efforts of the Officers, the Executive Committee may appoint ad hoc committees composed of non-Officer Directors to accomplish specific objectives identified by the Executive Committee from time to time and/or to assist the Officers in accomplishing such specific objectives. Such ad hoc committees will work together and independently between regular Board meetings. These will be ad hoc committees will 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 to coordinate with the University calendar and in consideration of the travel and time schedule of the Board members, but typically shall be held in the fall or spring of each year. The first regular meeting of an academic year will be considered the "Annual Meeting".
B. The Executive Committee shall have the authority to designate the location, time and date of each regular meeting and shall notify the Directors of the same in writing at least sixty (60) days in advance of each regular meeting. Regular meetings will generally be held at the Clemson University campus but this will not be a requirement if the Executive Committee determines a meeting off campus will enhance the objectives of the Board. Notice of regular meetings of the Board need not specify the purpose for which such meeting is called.
C. The Executive Committee shall have the authority to designate the location, time, date and purpose of a special meeting and shall notify the Directors of the same in writing at least five (5) days in advance of each special meeting. Business at special meetings shall be confined to the stated purpose.
D. Email communications will constitute written notice for both regular and special meetings.
E. A quorum for the transaction of business at Board meetings shall constitute a majority of the Directors then serving. A quorum for the transaction of business at Executive Committee meetings or ad hoc committee/Task Force meetings shall constitute a majority of the members of such committee.
F. Attendance by a Director at a meeting shall constitute a waiver of notice, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.
G. Except as may be otherwise provided for in these Bylaws, a majority vote of the Directors present at a meeting with a proper quorum shall constitute action by the Board. Except as may be otherwise provided for in these Bylaws, a majority vote of the members present at a meeting of the Executive Committee or an ad hoc committee/Task Force shall constitute action by such committee.
H. 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 Secretary/Executive Director (or his or her designee) for the minutes book record.
I. Except as may be otherwise provided in these Bylaws, actions may be taken without a meeting upon the written consent (including email communications) of two-thirds (2/3) of the Directors (in the case of a Board meeting), two-thirds (2/3) of the Executive Committee members (in the case of the Executive Committee), or 2/3 of an ad hoc committee/Task Force (in the case of an ad hoc committee/Task Force) 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 Board Chair and the Secretary/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 Board Chair with a recommendation for resolution and the rationale for such recommendation. The vote of the Directors at a regular or special meeting, or by written consent without meeting shall be final on such issue. The provisions of the Constitution of Clemson University, to the extent they are applicable, take precedence over the Bylaws of the Board.
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 Vice President of Board Advancement for study and a recommendation to the Executive Committee. If the Executive Committee concurs with the Vice President of Board Advancement's recommendation, the Board Chair will submit the proposed change to the full Board for approval or disapproval. After at least twenty-five (25) days' written notice to the Board, the vote of the Board at a regular or special meeting or by written consent without meeting will decide the matter. In the event of a tie, the Board Chair will have a tie breaker vote even if the Board Chair’s regular vote has already been recorded.