By Laws of Women in Commercial Real Estate (WCRE)

Article I
NAME AND PRINCIPAL OFFICES

The name of this not-for-profit corporation shall be Women in Commercial Real Estate (hereinafter referred to as "WCRE"). It shall also use the trade or assumed name of "WCRE". Its principal offices are currently located at c/o Cornerstone Commercial Real-Estate Services, 5106 Maryland Way, Suite 100, Brentwood TN 37027.

Article II
STATEMENT OF PURPOSE

1. Purpose. The purpose of WCRE is to provide women actively involved in the diverse field of commercial real estate with a visionary, beneficial and responsive organization. WCRE shall create opportunities for:

- Interaction and Communication
- Member Education
- Leadership Development
- Business Development
- Civic and Community Involvement
- Awareness of Public Policy Concerns

WCRE maintaing the highest standards of ethics and integrity shall serve to further enhance the role of women in the commercial real estate profession and their leadership contribution to the growth and future of Nashville.

2. Definition of Commercial Real Estate. "Commercial Real Estate" as herin shall be described as of or related to the business of buying, selling, leasing, managing, developing, appraising or financing income producing real property, as further described in Article III, Section 2 below.

3. Not for Profit. WCRE shall operate as a not-for-profit corporation under Tennessee law but exclusively for charitable, literary or educational purposes, supporting quality real estate development. It shall also be non-discretionary and non-partisan. 

Article III
MEMBERSHIP

1. Membership Categories. The membership of WCRE shall consist of five (5) categories:

a. Individual Membership
b. Associate Membership
c. Affiliate Membership
d. Service Affiliate Membership
e. Lifetime Member

These categories of Members shall be defined in the following paragraphs.

2. Individual Member. Individuals with two (2) or more years of direct, full time involvement as a professional in the area of commercial real estate and who are employed in one of the following primary disciplines of commercial real estate shall be eligible for individual Membership:

a. Commercial Real Estate Brokerage/Leasing
b. Commercial Property Management or Asset Management
c. Commercial Real Estate Financing
d. Commercial Appraisal
e. Real Estate Law
f. Commercial Project Developers
g. Institutional Real Estate Management/Brokerage
h. Policy-level Government or Quasi-governmental Position Affecting the Real Estate Industry
i. Real Estate CPA/Accountant

3. Associate Member. Individuals with more than one (1) and less than two (2) years experience but who are employed in one of the primary disciplines of commercial real estate as listed in Section 2 above, or who are involved full time (12 units or more) in an accredited College or University and pursuing a degree in a field related to commercial real estate shall be eligible for Associate Membership.

4. Affiliate Member. Individuals with a minimum of one (1) year experience in one of the following related disciplines of commercial real estate and currently practicing in that field shall be eligible for Affiliate Membership:

a. Commercial Space Planning, Design and Architecture
b. Commercial Title Insurance
c. Commercial Real Estate Marketing and Communications
d. Engineer/Construction Management
e. Real Estate Research
f. Administrative assistant or broker assistant holding a valid Tennessee real estate license

Notwithstanding the above, the total number of Affiliate Members shall not exceed twenty percent (20%) of the overall membership of WCRE.

5. Service Affiliate Member. Individuals with a minimum of two (2) years’ experience and currently employed as an Owner, Officer, Account Representative, or Sales Representative in one of the following service related disciplines providing such services to commercial real estate shall be eligible for Service Affiliate Membership.

a. Commercial Services Contractor
b. Commercial Services Subcontractor
c. Commercial Supplier of Materials

Notwithstanding the above, the total number of Service Affiliate Members shall not exceed five percent (5%) of the overall membership of WCRE.

6. Lifetime Member. Individuals with ten (10) years of membershjp in WCRE and either; (a) one (1) term on the Executive Committee, or (b) any Past President shall be eligible for Lifetime Member status. In order to continue as a Lifetime Member, dues must be maintained without lapse.

7. Definition of Qualified Meeting. As used herein “Qualified Meeting” shall mean a regular monthly meeting of WCRE or any other meeting identified by the Executive Committee as a qualified meeting in lieu of the monthly meeting, which shall include, without limitation, the Education Event , the Connection or the Annual Conference.

8. Definition of Member in Good Standing. As used herein “Member in Good Standing” shall mean a member who (a) is current in payment of all membership fees; (b) If an individual member; attends a minimum of three (3) qualified meetings during the fiscal year or if a service affiliate or affiliate member; attends a minimum of four (4) Qualified Meetings during the fiscal year of WCRE; and (c) otherwise meets the requirements of membership.

9. Conversion from Affiliate Membership or Service Affiliate Membership. After five (5) consecutive years as a Member in Good Standing an Affiliate Member or Service Affiliate Member, who has served on the Executive Committee at least one (1) of such five (5) years, may be considered for Individual Membership. An Affiliate Member or Service Affiliate Member who desires to become an Individual Member must submit a request to the Executive Committee. The Executive Committee shall consider and vote on any change in the status of the Affiliate Member or Service Affiliate Member.

10. Eligibility. To be eligible for membership, an applicant for Individual, Associate, Affiliate or Service Affiliate Membership must be sponsored by a Member in Good Standing.

11. Lapse. Any member who does not remain a Member in Good Standing may be deemed to have allowed membership to lapse at the discretion of the Executive Committee. Notwithstanding the above, Affiliate and Service Affiliate Members must attend a minimum of four (4) Qualified Meetings during each fiscal year of WCRE in order to remain a Member in Good Standing.

12. Change in Occupation. Any member, with the exception of a Charter Member in Good Standing, who changes occupations during a fiscal year will remain a member for the remainder of that fiscal year of WCRE and will be reclassified as appropriate thereafter.

Article IV
DUES, ASSESSMENTS AND FISCAL YEAR

1. When Payable. All dues and assessments are payable in advance to the Treasurer. Annual dues and assessments for all members become due and payable on July 30th of any given year, and delinquent August 31 of that same year. Invoices to members shall be sent no later than July 1st. The Executive Committee may assess a $25 late fee if dues are not received by September 1.

2. Amount. The amount of annual dues, assessments and fees shall be established by the Executive Committee.

3. Fiscal Year. The fiscal year of WCRE shall be from July 1 through June 30.

Article V
DIRECTORS

1. General Powers. The affairs of WCRE shall be managed by its Directors.

2. Number, Tenure and Qualifications of Directors. WCRE shall have at least three (3) Directors, but there shall be no maximum number of Directors. Each Director shall hold that position for one (1) fiscal year, unless a Director chooses to resign, is unable to serve, or is otherwise removed prior to the expiration of the Director’s term. Only Individual Members shall be eligible to serve as Directors.

3. Election. President, President Elect and Treasurer will serve as the first three (3) Directors. Any additional Directors will be elected by majority vote of the Executive Committee.

4. Chairperson of the Directors. President will serve as Chairperson of the Directors.

5. Removal. Any Director may be removed from office for good cause shown and upon a two-thirds (2/3) vote of the Executive Committee.

6. Vacancies. In the event a Director resigns, is unable to serve in that capacity for any reason, or is removed (a “Former Director”), the other existing Directors may choose, in their sole discretion, to either elect a new Director to replace the Former Director or continue to carry out the duties of the Directors with the remaining Directors (in which case, the Former Director will not be counted for purposes of determining a quorum or majority vote).

7. Compensation. Directors shall not be compensated for their service.

8. Presumption of Assent. A Director who is present at a meeting of the Directors when action is taken on a matter will be presumed to have assented to such unless the Director’s objection or vote against the action is articulated and noted in the minutes of the meeting.

9. Delegation to Committees. The Directors may establish and delegate certain of their responsibilities, as determined by the Directors, to committees. Without limiting the above, the Directors have delegated, and hereby continue to delegate, certain responsibilities to the Executive Committee, as hereinafter defined.

Article VI
OFFICERS AND TERM

1. Officers. The Officers and Executive Committee of WCRE shall be as follows:

a. President
b. President Elect
c. Past President
d. Vice Presidents, Programs
e. Vice Presidents, Membership
f. Vice Presidents, Communication
g. Vice Presidents, Education
h. Vice Presidents, Community Affairs
i. Vice Presidents, Connection
j. Secretary
k. Treasurer
l. Assistant Treasurer

2. Term. The officers shall assume their respective duties immediately upon installation at the June meeting to serve a one year term.

3. Removal of an Officer. An officer may be removed from office by two-thirds (2/3) vote of the Executive Committee, if it is determined to be in the best interest of WCRE.

4. Vacancies. Officer vacancies shall be filled as follows:

a. A vacancy in the office of President shall be filled by the President Elect, who shall become President.
b. All other vacancies in elective offices shall be filled by appointment of the President, with the approval of the Executive Committee.

Article VII
NOMINATING PROCEDURES – ELECTIONS

 1. Nominating Committee Composition. The Nominating Committee shall be chaired by the Past President. The Executive Committee shall select from the general membership, four (4) additional members to serve on the Nominating Committee, three (3) of which shall be Individual Members and one (1) of which shall be an Affiliate Member or Service Affiliate Member. All Nominating Committee members shall be Members in Good Standing with no less than two (2) years active membership. Other than the Past President, members of the Executive Committee will not be eligible to serve on the Nominating Committee. Members of the Nominating Committee will not be eligible for nomination for office by the Nominating Committee with the exception of the Past President who may be nominated for a Vice President position.

2. Duties of the Nominating Committee.

a. The Nominating Committee shall nominate at least one (1) and not more than three (3) persons for each of the offices of President, each Vice President, Secretary and Treasurer.
b. The Nominating Committee Chairperson shall meet with the Executive Committee to discuss the qualifications of the nominees prior to any such nominations (no later than February Executive Committee Meeting).
c. The President Elect shall automatically be nominated for President and shall run unopposed unless that person is unable or unwilling to serve. The term of office of each officer shall begin with a June membership meeting and shall be for a term of one (1) year or until a successor is elected. 
d. The Nominating Committee shall provide the Secretary a list of all members qualified and eligible to serve on the Executive Committee.

3. Qualification for Office: Qualifications for service on the Executive Committee shall be as follows:

a. Each officer shall have been a Member in Good Standing for a minimum of one (1) year.
b. No more than twenty (20%) percent of the Executive Committee may be Affiliate Members and/or Service Affiliate Members.
c. Candidates for President, President Elect, Vice Presidents-Membership and, except as provided in subsection (d), Vice Presidents-Programs, shall be employed in one of the primary disciplines as outlined in Article III, Section 2, or shall be Individual Members in Good Standing for the three (3) fiscal years immediately preceding nomination.
d. Even if not employed in one of the primary disciplines of real estate, a Charter Member may serve as Vice President-Membership or Vice President-Programs.
e. At least one co-chair candidate for either Vice President-Programs or Vice President- Education Committee shall be a commercial real estate broker, affiliate broker or property manager.

4. Notification to Members of Nominations: No later than two (2) weeks prior to the April membership meeting, the Secretary shall mail or e-mail, the slate of candidates to each member. The Secretary will include with this notification the following information regarding other nominations that may be taken from the floor:

a. Notice that nominations will be taken from the floor beginning at the April membership meeting for a two-week period ending the fourteenth (14th ) day after the April membership meeting.
b. A copy of the list of members qualified and eligible for office provided to the Secretary by the Nominating Committee.
c. Notice that a member must verify nominee’s qualifications and willingness to accept the position prior to nomination.
d. Notice that floor nominations must be sent to the Secretary prior to the deadline.

5. Voting and Ballots.

a. Voting will be by mail or e-mail.
b. The Secretary shall prepare a formal ballot containing the names of all nominees for each position.
c. Ballots shall be mailed or e-mailed not later than the first day of May of each year unless such day occurs on a weekend or a holiday, in which event the ballots shall be mailed or e-mailed not later than the first business day following the first day of May.
d. Ballots shall be accompanied by voting instructions and notification of the time at which ballots must be returned. To be eligible for counting, ballots must be returned to the address shown on the ballot not later than the last day of May, unless such day occurs on a weekend or a holiday in which event the ballot must be returned by the first business day following the last day of May.

6. Required Votes: Persons to be elected as officers must be elected by a majority of the votes cast. Only members eligible under Article III and Article XI herein shall be entitled to vote. In the event no candidate for an office receives a majority of the votes cast in the first ballot, a vote between the two persons receiving the highest number of votes for such office in the first ballot shall be had at a run-off election to be held at such time as determined by the Executive Committee, which run-off election shall be held by mail or e-mail in the same manner as the general election.

7. Other Procedures Fixed by Executive Committee: The Executive Committee may by resolution prescribe such other procedures as may be necessary or appropriate for the conduction of elections.

8. Tie Vote: In the event of a tie vote the election shall be determined by lot under such arrangements as the Executive Committee deems appropriate.

Article VIII
STANDARDS

1. Adherence to By-Laws, Etc. Each member of WCRE shall adhere to the By-Laws, Code of Ethics set forth in Article XIX, and any future Articles incorporated by the Executive Committee.

2. Removal of Members. A member may be removed by a majority vote of the Executive Committee, if it is determined that such person has violated the standards of WCRE and such removal would be in the best interest of WCRE.

3. Appeal. An appeal against removal may be submitted, in writing, to the Executive Committee, which shall review, consider and respond to the appeal within twenty (20) days. The decision of the Executive Committee shall be final and binding.

Article IX
DUTIES OF OFFICERS

1.  Generally. The duties of the officers shall be as set forth below and as more particularly described in Article XII. The duties of the Officers shall be as implied by their respective titles and as otherwise specified in these By-Laws or job descriptions promulgated by the Executive Committee.

2. President. The President shall be the presiding officer at all meetings; shall be ex-officio member of all committees except the Nominating Committee; shall approve orders upon WCRE accounts disbursement of funds; and shall perform such other duties as pertain to the office of the President or as assigned or requested by the Executive Committee.

3. Past President. Upon expiration of the President's term, the President shall serve an additional, non-elected, one (1) year term on the Executive Committee as Past President. Should the immediate past President be unable to serve in this capacity, the seat of Past President shall be filled by a past president selected by the Executive Committee, or if no such past president will serve in such capacity, the vacancy shall be filled by special selection of the Executive Committee.

4. President Elect. The President Elect shall perform the duties of the President in the absence of the President and in case of a vacancy in the office of the President shall become President. The President Elect shall assist the President in every aspect and shall be responsible for furthering leadership development in WCRE and responsible for investigating and presenting to the Executive Committee any community and/or professional awards, whether individual or company, that WCRE may wish to participate and nominate a member for. The President Elect shall purchase on behalf of WCRE an acknowledgement gift for the outgoing President whose value shall not exceed the amount approved in the operating budget, which shall be presented at the June meeting.

5. Vice Presidents – Programs.  The Vice Presidents - Programs shall jointly perform the duties of the President Elect in the absence of that officer. The Vice Presidents- Programs shall be responsible for establishing programs for the year and for carrying out the goals and objectives of WCRE.

6. Vice Presidents – Membership. The Vice Presidents – Membership shall be responsible for approving membership applications through a committee process, and for carrying out the goals and objectives of WCRE.

7. Vice Presidents – Communications. The Vice Presidents – Communications shall be responsible for both external and internal communication, including, without limitation, maintaining the website, creating the newsletter, and carrying out the goals and objectives of WCRE.

8. Vice Presidents – Education. The Vice Presidents – Education shall be responsible for developing programs geared to further member education and for carrying out the goals and objectives of WCRE.

9. Vice Presidents - Community Affairs. The Vice Presidents – Community Affairs shall be responsible for providing a sense of leadership in the community to further the presence of WCRE and for the betterment of society, with a particular attention to matters of importance to women, and for carrying out the goals and objectives of WCRE.

10. Vice Presidents – Connection. The Vice Presidents – Connection shall be responsible for planning this annual networking fundraiser sponsored by WCRE. They will act as Chairpersons for a committee consisting of other commercial real estate groups in coordinating all aspects of the event.

11. Secretary. The Secretary shall (a) be responsible for recording the minutes of all meetings; (b) be the custodian of all minutes, attendance records and other documentation necessary for the functions of WCRE; (c) present a written report at meetings of the business transacted by the Executive Committee since the preceding meetings; (d) send notices of and distribute minutes at all meetings; and (e) conduct correspondence of the Organization. In addition to the above responsibilities, the Secretary will also maintain and update the databases (both contact and WCRE member database). The databases shall be updated on a quarterly basis and reviewed by the Education and Connection Committees for accuracy. The databases shall be available to the Executive Committee for all functions related to or sponsored by WCRE. The Secretary shall also periodically request updates from other professional organizations that are involved in the real estate industry (such as IREM, BOMA, CCIM, NAIOP, SIOR,, etc. ) to maintain the accuracy of these databases. The databases shall be proprietary to WCRE and shall not be distributed to other organizations, unless approved by the President. Maintenance of the databases may be delegated to an administrator hired by WCRE, subject to periodic review by the Secretary.

12. Treasurer. The Treasurer shall (a) receive all moneys payable to WCRE; (b) keep accounts and official records; (c) disburse funds upon authorization of the President; (d) comply with the United States Internal Revenue Service regulations applicable to WCRE; (e) provide financial statements, including an income statement showing profit and loss and a balance sheet, at all meetings of the Executive Committee; (f) invoice members for dues, assessments and fees as provided in Article IV; (g) maintain a current record of member accounts; (h) provide a budget to the Executive Committee for its review and approval within ninety (90) days after the commencement of the fiscal year; and (i) make records available for review and audit at the end of the fiscal year by a Finance Committee comprised of the incoming Treasurer, a past Treasurer (not immediate) and the incoming President.

13. Assistant Treasurer. The Assistant Treasurer shall perform functions and assist with the Treasurer’s responsibilities, including but not limited to monitoring (in coordination with the Membership Committee) the attendance of meetings by Affiliate Members and Individual Members, and assisting the Treasurer with preparing membership invoices.

14. Books and Records. All officers, within one (1) month after leaving office, shall deliver to respective incoming officers all records, books, papers and other property belonging to WCRE, unless an extension is granted by the President. All departing officers shall attend one (1) initial meeting of the incoming and departing officers, as called by the President.

15. Debt Limitations. No loans shall be contracted for on behalf of WCRE and no evidences of indebtedness shall be issued in its name unless it is authorized by a two-thirds (2/3) vote of the members.

16. Authorized Signatories. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness shall be signed by two of the following authorized signatories: the President or the President-Elect, as well as either the Treasurer, or the Assistant Treasurer. All other contracts may be signed only by the President.

Article X
EXECUTIVE COMMITTEE

1. Composition and Voting. The Executive Committee shall be comprised of the officers of WCRE as set forth in Article IX. Each officer shall have one (1) vote.

2. Duties.

a. The Executive Committee shall be the administrative body of WCRE, responsible for transacting all business of WCRE and shall approve all expenditures and carry out all policies.

b. The Executive Committee shall review recommendations for membership. Approval of membership must be by a majority vote of the Executive Committee.

c. The Executive Committee shall review and approve the budget prepared and submitted by the Treasurer. It is specifically agreed that net profits from the Education event shall be applied as follows:
    i. The first $1000 to be reserved for start-up costs for the next year’s Education Event.
    ii. The balance to be dedicated to community affairs

d. Should the Executive Committee budget contain sufficient funds to award Member Scholarship(s) in any fiscal year, the scholarship recipients(s) must schedule an approved course within six (6) months of the award date, or such Member Scholarship shall be forfeited and may be awarded to another by random drawing from the other qualified applicants for the same period.

e. The Executive Committee shall endeavor to maintain a minimum in its reserve account of $5,000 (the “Minimum Reserve”). Approval by eighty percent (80%) of the Executive Committee will be required for any withdrawal from the reserve where either (a) the balance will be below the Minimum Reserve following such withdrawal; or (b) the amount of the withdrawal is $5,000 or more. Any other withdrawals from the reserve will require approval by a majority of the Executive Committee. If the reserve balance exceeds $15,000, the President may appoint an Appropriations Committee consisting of at least two (2) Individual Members. The member of the Appropriations Committee shall each serve for a minimum one (1) year term. The Appropriations Committee shall formulate a minimum of two (2) recommendations to the Executive Committee for use of reserve funds in excess of $5,000 in furtherance of the goals and objectives of WCRE. Any transfer to the operating budget over $5,000 must be approved by majority vote of membership (to be presented at membership luncheon with a formal written ballot). The special vote must be announced with details on the luncheon invitation at least two (2) weeks prior to the luncheon where the special vote will occur.

f. The Executive Committee shall determine the amount of bond, if any, to be posted by any officer, member or other party who handles funds of WCRE.

g. The Executive Committee shall devise and develop measures for the growth and prosperity of WCRE, to promote, expand, stabilize and orient the membership of WCRE, and to promote and foster the purposes of WCRE.

h. The Executive Committee shall, at such times as it deems necessary, have the right to establish and employ administrative employees.

i. The Executive Committee may designate an attorney licensed to practice law in the State of Tennessee to serve as counsel to WCRE if needed.

3. Voting. A majority vote of a quorum of the Executive Committee shall constitute approval of that particular issue. At the request of the President, a vote of the Executive Committee may be by mail, by email, by fax, or by telephone communication, which shall have the force and effect of a vote taken at a meeting.

4. By-Law Review. The Executive Committee shall be the interpreter of all By-Laws. Commencing in February of every odd calendar year, the By-Laws shall be reviewed by a By-Law Review Committee appointed by the President. The By-Law Review Committee shall be chaired by the Past President and shall consist of one (1) Affiliate Member, one (1) Charter Member and one (1) past President in addition to the Past President. Should a Charter Member or Past President be unavailable to serve in such capacity, an Individual Member who has been a Member in Good Standing for the immediately preceding three (3) years and who has previously served on the Executive Committee shall be eligible to serve in lieu of such Charter Member or Past-President.

Article XI
HONORARY AND CHARTER MEMBERS AND LEGACY AWARD WINNERS

1. Honorary Members. Catherine "Chuck" Collins, Leslie Pomeroy, Trina Ralls Williams and Pat Briley, founders of WCRE, shall be Honorary Members for the lifetime of WCRE. All Honorary Members shall be classified as an Individual Member. Annual membership dues shall be waived for Honorary Members. The list of Honorary Members shall be published in the WCRE membership directory.

2. Charter Members. Members of WCRE during March 1993 that are currently Members in Good Standing shall be Charter Members. Charter Members shall be classified as an Individual Member. Should a Charter Member’s membership lapse for a period of one (1) year or more, classification as a Charter Member shall be revoked unless such person is reinstated as a Charter Member by the Executive Committee. The list of current Charter Members shall be published in the WCRE membership directory.

3. Legacy Award Winners. The names of all Legacy Award Winners shall be posted on the WCRE website. Announcement of each year’s Legacy Award Winner shall take place at the business meeting in September.

Article XII
COMMITTEES

1. Standing Committees. The Standing Committees of WCRE shall be:

a. Programs Committee
b. Membership Committee
c. Communications Committee
d. Nominating Committee
e. Community Affairs Committee
f.  Education Committee
g. Finance Committee

The Standing Committees shall be chaired by the applicable Vice President(s), by such persons designated by these By-laws or as may be designated by the Executive Committee if no chair is otherwise designated. Other standing committees may be established and dissolved by the Executive Committee.

2. Programs: The Programs Committee shall formulate a general program for meetings for the entire year. It shall select topics for speeches and discussions; select speakers and discussion leaders, secure meeting locations, and prepare and handle all details incident to the preparation of meeting programs, publicize programs and individuals connected with programs, promote attendance at such meetings; and obtain sponsors to underwrite the cost of meetings. At least one co-chair of this Committee must be a commercial real estate broker, affiliate broker or property manager.

3. Membership: The Membership Committee shall (a) seek out and encourage qualified individuals to apply for membership in WCRE; (b) process membership applications; (c) submit recommendations for membership (including the class of membership for each application) to the Executive Committee for review and approval; (d) acquaint new members with WCRE; (e) prepare and update the WCRE membership directory and (f) monitor membership classifications.

4. Communications: The Communication Committee shall be responsible for devising and conducting internal and external programs to publicize WCRE, including but not limited to, publishing a newsletter. This Committee shall also establish a public relations program for publicizing WCRE in any journal, periodicals, newspapers or other such media outlets.

5. Nominating: Consistent with the procedures of Article VII of these By-Laws, the Nominating Committee shall be appointed and carry out its responsibilities in accordance with these By-Laws.

6. Community Affairs: The Community Affairs Committee shall seek out opportunities for WCRE to become more visible and involved in the local community and in the commercial real estate industry.

7. Education: The Education Committee shall be responsible for developing and implementing educational programs that further member awareness of and expertise in specific areas, including but not limited to planning and coordinating the Education Event. This Committee shall also be responsible for implementing special programs and acting as a resource to members. At least one member of this Committee must be a commercial real estate broker, affiliate broker or property manager.

8. Finance: The Finance Committee shall be responsible for auditing the account of WCRE at the end of each fiscal year. This Committee shall be comprised of the incoming Treasurer, the incoming President and one other member of the Executive Committee. A written report shall be completed for submission to the President for presentation to the Directors by the end of July.

9. Special Committees: The President may from time to time appoint, with the approval of the Executive Committee, special committees for specific purposes. The term of a special committee shall expire upon completion of its assignment.

10. Action of Committees: The actions of any Committee, including special committees that involve the budget, policies or procedures of WCRE shall be in the form of recommendations for consideration and approval by the Executive Committee.

Article XIII
RESIGNATION, REINSTATEMENT & SUPERVISION

1. Resignation: Any Member in Good Standing may honorably withdraw from WCRE upon payment of all dues or other financial obligations due WCRE.

2. Non-Payment of Dues, Fees or Assessments: Any member of WCRE may be suspended or terminated for non-payment of dues or other obligations in accordance with these By-Laws. Such action may be taken by majority vote of the Executive Committee.

3. Reinstatement: Reinstatement of membership in WCRE shall be in accordance with such procedures as the Executive Committee may from time to time adopt; provided, however, that such regulations must be consistent with the By-Laws of WCRE.

4. Unpaid Obligations: Any member who has unpaid obligations to WCRE for a sixty (60) day period shall NOT be entitled to vote at any election or meeting, or participate in any affairs of WCRE unless an extension of time for payment, upon good cause being shown, is granted by the Executive Committee.

5. Pro-rated Dues: Dues shall be pro-rated for any new member who is approved between February 1 and June 30 at fifty percent (50%) of the annual dues.

Article XIV
MEETINGS

1. Monthly Meeting. A monthly meeting shall be held the first Tuesday of each month from September through June, the place and time to be determined by the Executive Committee. Monthly meeting dates may change from time to time as needed and approved by the Executive Committee.

2. Attendance by Non-members. A non-member who pays the charge for the applicable meeting may attend no more than three (3) of the WCRE monthly meetings in any one (1) fiscal year period. Certain meetings of the members may be designated by the Executive Committee as members-only meetings. Additionally, up to two (2) non-paying guests may attend each month, with a member, on a first come basis by request to the Membership Committee Co-Chairs.

3. Executive Committee Meetings. The Executive Committee shall meet at times necessary to administer the business of WCRE and at other times as called by the President or a majority of the Executive Committee, but in no event less than monthly from September through June.

4. Special Meetings of Members. Special meetings of the Members, apart from regularly scheduled meetings, may be called for any purpose deemed necessary by a simple majority vote of the Executive Committee and at a time designated by said Executive Committee.

a. Place of Meeting. The Executive Committee may designate any place as the location of a special meeting of the Members. If no designation is made, the place of meeting shall be the principal office of WCRE.

b. Notice of a Special Meeting. Notice stating the place, day and hour of a special meeting, and the purpose or purposes for which such meeting is called, shall be given not less than five (5) calendar days prior to the meeting.

c. Quorum. If it is determined by the Executive Committee that the members should or are required to vote on a matter at a special meeting all Members in Good Standing as of the date of the notice shall be entitled to vote.

d. Manner of Acting. Voting by members at a special meeting may either be by written ballot or orally, as designated by the Executive Committee.

5. Meetings of the Directors.

a. Annual Meeting. An Annual Directors meeting shall be held upon the completion of the internal audit per Article IX, Section 10. Such meeting shall be held no later than August 31.

b. Special Meetings. Special meetings of the Directors may be called by or at the request of a simple majority of the Directors.

c. Notice. Notice stating the place, day and hour of a special meeting, and the purpose or purposes for which such meeting is called, shall be given not less than five (5) calendar days prior to the meeting.

d. Quorum. A simple majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Directors.

e. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors, unless these By-Laws specifically require a greater majority to act.

f. Action Without a Meeting. Any action required or permitted to be taken by the Directors at a meeting may be taken without a physical meeting if a consent in writing setting forth the action so taken, shall be approved by two-thirds (2/3) of the Directors.

Article XV
VOTING REPRESENTATION

1. Members Authorized to Vote. The voting body of WCRE shall be comprised of all Members in Good Standing.

2. Voting Rights. Each member of the voting body shall have one (1) vote.

3. No Proxies. No voting by proxy shall be allowed. Voting shall be by written ballot or public at monthly membership meetings where a quorum is present.

3. Quorum. A quorum shall be two-thirds (2/3) of the total membership.

4. Manner of Acting. At the discretion of the Executive Committee, voting on any matter may take place by written ballots mailed or e-mailed to the members in accordance with procedures established by the Executive Committee, provided that (a) written notice of the matter to be voted on must be given to the membership prior to the mailing of the ballots, (b) at least one(1) monthly membership meeting must be held between the mailing of such notice and the mailing of the ballots and such matter must be announced and opened for discussion at such meetings, (c) a sufficient number of ballots must be returned as would constitute a quorum, and (d) the number of votes as would otherwise be required at a meeting (i.e., a majority, two-thirds, etc.) must be received for any matter to be approved.

5. Vote Required. Unless a greater majority is specifically called for in these By-Laws a simple majority of the members shall be required to be in attendance at a regular, special or other meeting of the members or any action taken to be deemed to be the action of the members.

Article XVI
AMENDMENTS

Amendments to these By-Laws may be proposed by the Executive Committee or by a petition of twenty percent (20%) of the Members eligible to vote. Proposed amendments must be received by the President and the Secretary sixty (60) days or more preceding the regular monthly meeting at which the proposed amendment is to be considered. Proposed amendments shall be distributed and notice made to the voting members thirty (30) days or more preceding the meeting in which action will be taken on same. The By-Laws may be amended at any meeting by a two-thirds (2/3) vote of the eligible members in attendance at a meeting where a quorum is present or by written or electronic ballot as provided in Article XV. Amendments to be By-Laws shall be effective and binding upon adoption.

Article XVII
PARLIAMENTARY AUTHORITY

The rules and parliamentary practice composed by Robert's Rules of Order, Revised, shall govern all proceedings of WCRE, and of the Executive Committee, subject to such special rules as may be adopted.

Article XVIII
DISSOLUTION

WCRE shall use its funds only to accomplish the purposes of WCRE and no part of said fund shall inure or be distributed to the members. On dissolution of WCRE, 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 Executive Committee.

Article XIX
CODE OF ETHICS OF WCRE

WCRE hereby adopts the following Code of Ethics: 

In fulfilling the obligations of our profession we:

1. Shall adhere to the By-Laws and accept the responsibility of membership in WCRE with integrity and dignity;

2. Shall accord just and equitable treatment to all members of the commercial real estate profession in the exercise of their professional rights and responsibilities;

3. Shall not misrepresent an institution or organization with which we are affiliated and shall take adequate precautions to distinguish between personal, institutional and organizations views; and

4. Shall be guided in all our activities by the highest ideals for which WCRE stands and be aware of our commitment to ourselves, the profession and the community.

Article XX
CORPORATE SEAL

There shall be no corporate seal.

Article XXI
NOTICE

1. Means of Notice.  Whenever any notice is required to be given to any Director, officer or member under the provisions of these By-Laws, under the provisions of the Articles of Incorporation, or under the provisions of the Tennessee Nonprofit Corporation Act, such notice shall be in writing and may be delivered in person, by facsimile, by electronic mail, by U.S. Mail or by overnight courier. Notices delivered in person shall be deemed delivered when received. Notices delivered by facsimile or electronic mail shall be deemed delivered on the day sent, if sent before 5 p.m. on a business day, or if sent after 5 p.m. or not on a business day, on the next business day. Notices sent by U.S. mail shall be deemed sent three (3) days after deposit, Notices sent by overnight courier shall be deemed delivered in the next business day after deposit.

2. Waiver of Notice. Whenever any notice is required to be given to any Director, officer or member under the provisions of these By-Laws, under the provisions of the Articles of Incorporation, or under the provisions of the Tennessee Nonprofit Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.