On March 3rd, 2011, the Articles of Incorporation for the ND Appraisers Association, a nonprofit Corporation, were filed with the North Dakota Secretary of State. These articles are also on file in the corporate offices of the ND Appraisers Association, which was formed pursuant to the North Dakota Century Code Chapter 10-33.
The Charter Members of the ND Appraiser Association adopted these Bylaws in accordance with NDCC § 10-33-26 on June 20, 2016.
At the time of the adoption of these Bylaws, the registered agent of the ND Appraisers Association is Beth Keller. The address of the registered agent is 1708 9th Avenue SE, Jamestown, ND 58401.
1.1 To educate and communicate about legislative and regulatory issues with members of the appraisal profession or with any persons concerned with valuation of real property in North Dakota.
1.2 To support the improvement of the Uniform Standards of Professional Appraisal Practice (USPAP) and its effective enforcement by the North Dakota Real Estate Appraiser Qualifications and Ethics Board.
1.3 To foster and promote the appraisal profession to the general public through education, research, and publications.
1.4 To raise the funds necessary to administer the activities of this nonprofit Corporation and to use such funds to carry out its purposes and objectives.
1.5 To promote the public interest and to foster greater public trust and confidence in professional appraisal practice through non-partisan interaction with legislative bodies, government regulatory agencies, and other related organizations.
1.6 To be an advocate for the appraisers and the appraisal profession to ensure that their interests, rights, and independence are protected.
2.1 Name. The name of the Corporation is the ND Appraisers Association.
2.2 Registered Office. A registered office of the Corporation shall be located in the state of North Dakota as determined by the Board of Directors.
2.3 Other Offices. The Corporation may have such other offices, within or outside the State of North Dakota, as the Board of Directors may designate or as the activities of the Corporation may require.
3.1 Members. Any real property appraiser that is apprenticed, licensed, or certified by the State of North Dakota is eligible to apply for membership in the Corporation.
3.1.1 All members shall be individuals, not an entity, and need not be residents of the State of North Dakota.
3.1.2 No person shall hold more than one membership.
3.1.3 Membership rights may not be transferred, assigned, or devised.
3.1.4 No member, by virtue of membership, shall have any right, title, or interest in or to any property of the Corporation.
3.1.5 As a condition of membership, members, whether voting or non-voting, are subject to the Bylaws, including any rules or regulations that are adopted by the Board of Directors.
3.2 Associate Members. Any person, firm or organization may apply for admission as an associate member.
3.2.1 The Board of Directors shall establish criteria and procedures for admission and for the benefits and privileges of associate members.
3.2.2 Associate members shall have no voting rights.
3.2.3 References to “members” or “members with voting rights”, whether contained in North Dakota Statutes, the Articles of Incorporation, the Bylaws of the Corporation, or in the resolutions of the members of the Board of Directors, shall not apply to associate members unless specifically indicated.
3.3.1 The Board of Directors shall establish criteria and procedures for recognition of honorary members, as well as for the benefits and privileges of honorary membership.
3.3.2 Honorary members shall have no voting rights.
3.3.3 References to “members” or “members with voting rights”, whether contained in North Dakota Statutes, the Articles of Incorporation, the Bylaws of the Corporation, or in the resolutions of the members of the Board of Directors, shall not apply to honorary members unless specifically indicated.
3.4 Dues. The Board of Directors shall have authority to levy dues upon members, associate members, and honorary members.
3.4.1 The Board of Directors may determine the amount of dues for each category of membership and the method of collection or enforcement of dues.
3.4.2 The Board of Directors may establish policies with respect to cancellation of membership, associate membership, or honorary membership, on reasonable notice, for nonpayment of dues and for the reinstatement of members, associate members, and honorary members.
3.5 Termination. The Board of Directors shall have the authority to establish procedures for the expulsion or suspension of members. Any procedure for termination of membership rights shall consider all relevant facts and circumstances and shall be in accordance with N.D.C.C. 10-33-62.
3.6 Resignation. A member may resign at any time. Their resignation does not relieve the member from any obligations to the Corporation for dues or other charges.
4.1 Place of Meetings. Meetings of members shall be held at a place designated by the Board of Directors.
4.2 Annual Meeting. At each annual meeting, the voting members shall re-elect or replace Directors whose terms have expired and may elect additional Directors or remove Directors.
4.2.1 The annual meeting will be held in accordance with Roberts Rules of Order, Newly Revised. See the attached addendum for a specified agenda.
4.2.2 At each annual meeting, the President and the Treasurer (or the Secretary/Treasurer) of the Corporation shall report on the activities and financial condition of the Corporation.
4.2.3 At each annual meeting, the members may conduct any other business of the Corporation that may properly come before them and that is not otherwise handled by the Board of Directors or officers of the Corporation.
4.2.4 If an annual meeting of members has not been held during any preceding period of 15 months, the voting members shall have the right to demand that a meeting be held.
4.3 Special Meetings. Special meetings of the members shall be called by any of the following methods: (1) the President may do so for any purpose, (2) when demanded in writing by a minimum of three of the members of the Board of Directors, and (3) when demanded in writing by the lesser of fifty (50) voting members or ten (10) percent of the voting members.
4.3.1 No business shall be transacted at a special meeting except as stated in the notice unless all of the voting members have waived notice of such business on, after, or before the meeting.
4.4 Notice of Meetings. A notice of each annual meeting and or each special meeting shall be prepared and sent to each member stating the date, time, and place, and (in the case of a special meeting) the purpose thereof.
4.4.1 Notice will be sent at least five (5) business days but not more than thirty (30) days prior to such meeting.
4.4.2 Delivery of notice in the manner provided herein shall be considered sufficient notice to all members.
4.4.3 Notice shall be by first class mail, e-mail, or by other means of electronic transmission as are available.
4.5.2 The member objects before a vote on items of business because the item may not lawfully be considered at that meeting and the member does not participate in the consideration of said item at that meeting.
4.6 Quorum. The presence at any meeting, in person, of at least 30 percent of the members shall constitute a quorum. Meetings of members and meetings of the Board of Directors may be held either in person and/or by interactive technology, so long as all members or Directors participating in the meeting can communicate with one another. Such interactive technology includes, but is not limited to, conference telephone, electronic transmission, Internet usage, or remote communication. Action taken at a conference telephone meeting shall be as effective as if the members or Directors had met in person.
4.6.1 If any meeting of the members cannot be commenced because a quorum is not present, a majority of the members who are present may, except as otherwise provided by law, adjourn the meeting to another time.
4.6.2 At any such adjourned meeting, any business that might have been transacted at the meeting as originally called may be transacted at a later meeting. Proper notice of the later meeting must be provided in accordance with section 4.4 above.
4.6.3 If a quorum is present when a duly called or held meeting is convened, the members present may continue to transact business until adjournment, even though the withdrawal of a member or members originally present creates less than the number otherwise required for a quorum.
4.7 Voting. At every meeting of members, each member present, in person, shall have the right to cast one vote on each question presented. Except in the case of votes to change or amend the Articles of Incorporation or the Bylaws, the vote of a majority of the members present shall determine any question brought before such meeting. Proxies shall be allowed only for changes to the Bylaws or the Articles of Incorporation.
4.7.1 In order to be able to vote, a member must have become a member at least forty-five (45) days prior to the vote.
4.8 Written Action without a Meeting. Any lawful action of the members that may be taken at a meeting of members may be taken without a meeting, if in writing and signed by all members and filed with the minutes of the members. The written action shall be effective when signed, unless a different effective date is set forth therein.
4.9 Order of Business. Meetings shall be conducted in accordance with Roberts Rules of Order, Newly Revised. The President, if present or if not present, the President-Elect, shall preside at all meetings of members. In the absence of such officers at any meeting of members, the members present at the meeting shall appoint any person present to preside. The business at each meeting of members may include any issue properly noticed in a special meeting and any business of the Corporation at an annual meeting.
4.10 Proxies. Proxies shall not be allowed or used by members.
5.1 Governing Power. The Board of Directors shall have all the powers and duties necessary and appropriate for the administration of the affairs of the Corporation, consistent with the laws of North Dakota, the Articles of Incorporation of the Corporation, and these Bylaws.
5.2 Number and Qualifications. There shall be five (5) Directors.
5.2.1 The number of Directors may be increased or decreased only by valid amendment to the Bylaws.
5.2.2 Each Director must be a member in good standing.
5.2.3 A Director whose North Dakota real estate appraiser license is revoked or expired or who ceases to be a member of the Corporation shall automatically cease to be a Director of the Corporation, without notice or other action by the Board of Directors.
5.2.4 All Directors shall be adult persons and need not be residents of North Dakota.
5.2.5 Directors are not liable to members for mistakes of judgment except for bad faith or intentional actions.
5.3 Geographical and Expertise Distribution. Where possible, Directors shall be elected to provide geographical distribution across the State of North Dakota. Where possible, Directors shall be elected to provide distribution among the various disciplines of real estate appraisal expertise, including but not limited to, beginning appraisal work, residential specialty, and commercial, industrial, agriculture, and other areas which are generally included in the purview of a certified general appraiser in North Dakota.
5.4 Elections and Term of Office. The members shall elect Directors and the officers.
5.4.1 A President-Elect will be elected each year. The person elected as the President-Elect will serve one year as the President-Elect, a second year as President, and a third year as Past President. The President-Elect, President, and Past President shall each be voting Directors of the Board.
5.4.2 The Secretary and Treasurer or the Secretary/Treasurer shall be elected for a one-year term. Individual(s) holding these offices or this combined office will also be an officer(s) and a voting Director(s) of the Board.
5.4.3 Other Directors shall be divided into three groups as numerically equal as possible. Upon expiration of the terms of office of each group of these other Directors, their successors shall be elected for a term of three (3) years each, so that one-third of the other Directors shall be elected annually. Each succeeding group of other Directors shall be referred to by the year in which its term expired.
5.4.4.3 Until his or her death, resignation, or removal.
5.4.5 A Director shall not be elected to more than two consecutive three-year terms.
5.4.5.1 A Director elected to serve a term of less than three years shall be eligible for election to two consecutive three-year terms upon the expiration of the shorter term to which he or she was elected.
5.4.5.2 Any Director having served two consecutive three-year terms shall again become eligible for re-election after an absence from the Board of Directors of at least one year.
5.5 Vacancies. Vacancies on the Board of Directors caused by any reason shall be filled by a vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall serve as a Director until a successor is elected by the members at their next annual or special meeting.
5.6 Resignation. A Director may resign at any time by mailing or personally delivering written notice to any officer of the Corporation. The resignation is effective without acceptance when the notice is delivered, unless a later effective time is specified in the notice. No resignation may be effective prior to the time such notice is given.
5.7 Removal of Directors. Any one or more of the Directors may be removed by either a vote of the members or by a vote of the remaining Directors.
5.7.1 Removal by the members may be with cause and shall be by affirmative vote of the majority of the members present at either the annual meeting or at a special meeting called for the purpose of removal.
5.7.2 Removal by the remaining Directors shall be with cause and by the majority of the remaining Directors at a regular meeting of the Board of Directors or at a special meeting called for the purpose of removal.
5.7.3 Whether removed by the members or by the remaining Directors, the vacancy created may be filled at the same meeting.
5.7.4 Any Director whose removal is proposed prior to the expiration of his or her term shall be given an opportunity to be heard during the meeting at which his or her removal is considered.
5.8 Compensation. Directors and any members of committees established by the Board of Directors may or may not receive reasonable compensation, as may be provided for by resolution of the Board of Directors. Directors may or may not be reimbursed for actual expenses incurred by them in the performance of their duties as Directors. Directors may serve the Corporation in other capacities and receive proper compensation therefore, if any. The sitting Board of Directors shall determine what reasonable compensation or reimbursement will be provided, if any.
5.9 Regular Meetings. Regular meetings of the Board of Directors shall be held at least three (3) times per fiscal year, as called by the President.
5.9.1 One regular meeting each year shall be held in conjunction with the annual meeting of the members.
5.9.2 Notice shall be given to each Director, at least five (5) business days but no more than thirty (30) days prior to the date of such meeting.
5.9.3 Notice shall include the date, time, and place of the meeting.
5.9.4 Notice shall be by either first class mail, e-mail, or by other means of electronic transmission as are available.
5.10 Special Meetings. The President or a majority of the Directors may call special meetings of the Board of Directors. Notice of special meetings to the Board of Directors shall comply with the requirements for notice of annual or special meetings of members but shall additionally state the purpose or purposes of the meeting.
5.11 Waiver of Notice. Directors may waive notice of any meeting of the Board of Directors before, at, or after the meeting, in writing or by attendance. Attendance at a meeting by a Director shall constitute a waiver of notice of such meeting, unless such Director objects at the beginning of the meeting to the transaction of business because the meeting is not validly held and does not participate thereafter in the meeting.
5.12 Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business.
5.12.1 If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of the Directors present may adjourn the meeting to another time.
5.12.2 At any such adjourned meeting, any business that might have been transacted at the meeting as originally called may be transacted at a later meeting. Proper notice of the later meeting must be provided in accordance with sections 5.9.2, 5.9.3, and 5.9.4 above.
5.12.3 If a quorum is present when a duly called or held meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of a Director or Directors originally present creates less than the number otherwise required for a quorum.
5.13 Voting. The Board of Directors shall take action by the affirmative vote of a majority of Directors present at a duly held meeting, unless the vote of a larger proportion or number is required by North Dakota law, the Articles of Incorporation of the Corporation, or these Bylaws.
5.14 Electronic Communications. A conference telephone call or other electronic conference of the Directors, which allows the Directors to hear each Director and to speak to each Director during the meeting, may constitute a meeting of the Board of Directors. All notice or waiver of notice requirements shall be fulfilled for a meeting held under this Bylaw provision. Participation in such conference shall constitute presence in person at the meeting.
5.15 Written Action in Lieu of a Meeting. To the extent permitted by law, any lawful action of the Board of Directors may be taken without a meeting if such action is in writing signed by all Directors entitled to vote and filed with the official corporate records. The written action shall be effective when signed by all Directors, unless a different effective date is set forth therein.
5.16 Conduct of Meetings. Meetings of the Board of Directors shall be conducted in accordance with Roberts Rules of Order, Newly Revised. The President, if present or if not present, the President-Elect, shall preside at all meetings of the Board of Directors. In the absence of such officers, the Directors present at the meeting shall appoint any of them to act as presiding officer of the meeting.
5.17 Proxies. Proxies shall not be allowed or used by Directors.
6.1 Designation. The principal officers of the Corporation shall be the President, the President-Elect, the Past President, the Treasurer, and the Secretary. The positions of Treasurer and Secretary may be filled by one person who will then be designated the Secretary/Treasurer. The Board of Directors may appoint assistant officers and such other officers and agents as in its judgment may be necessary but such assistants shall not be officers or Directors. The same person shall not hold the offices of President and President-Elect.
6.2 Election of Officers. The officers of the Corporation shall be elected and shall serve as outlined under Section 5.4. Any vacancies occurring in offices shall be filled by the Board of Directors. The Board of Directors shall appoint such temporary or acting officers as may be necessary during the temporary absence or disability of the regular officers.
6.3 Resignation. An officer may resign at any time by giving written notice to the Board of Directors. The resignation is effective without acceptance when the notice is given, unless a later effective date is specified in the notice.
6.4 Removal. An officer may be removed at any time, with cause, by a resolution approved by the affirmative vote of the majority of the Board of Directors.
6.5 Vacancies. A vacancy in an office because of death, resignation, removal, disqualification or other cause shall be filled for the unexpired portion of the term by prompt action of the Board of Directors.
6.6 President. The President shall be the chief executive officer of the Corporation.
6.6.1 The President shall preside at all meetings, have general management of the Corporation, perform such other duties as may be prescribed by the Board of Directors, and perform all duties usually incident to the office of the President.
6.6.2 The President and another officer shall execute and deliver together, in the name of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation with prior board approval, except in cases in which the authority to sign and deliver is required by law to be exercised by other persons or is expressly delegated by the Board of Directors to some other officers or agents of the Corporation.
6.6.3 The President may delegate the authority to execute and deliver documents to other officers of the Corporation.
6.7 President-Elect. The President-Elect shall have such powers and shall perform such duties as may be specified by the Board of Directors. In the event of absence or disability of the President, the President-Elect shall succeed to the President’s powers and duties until the President shall resume his or her duties or until the Board of Directors elects a new President.
6.8 Past President. The Past President shall have such powers and shall perform such duties as may be specified by the Board of Directors.
6.9.2 Have legal custody of the minute book, records, and other official documents and instruments of the Corporation, though physical custody may be with the Executive Secretary.
6.9.5 Perform all duties usually incident to the office of the Secretary.
6.10.1 Be the chief financial officer of the Corporation and supervise the Executive Secretary in the maintenance of accurate financial records for the Corporation.
6.10.2 Have the responsibility to direct the Executive Secretary with respect to the deposit of all money, drafts, and checks in the name of and to the credit of the Corporation in the bank and depositories designated by the Board of Directors.
6.10.3 Have the responsibility to direct the Executive Secretary in the disbursement of all corporate funds and the issuance of all checks and drafts in the name of the Corporation.
6.10.4 Render to the President and the Board of Directors, whenever requested, an account of all transactions by the Treasurer and by the Executive Secretary and of the financial condition of the corporation.
6.10.5 Perform such other duties as may be prescribed by the President or the Board of Directors.
6.10.6 Perform all duties usually incident to the office of Treasurer.
6.11 Secretary/Treasurer. A single person who shall then be known as the Secretary/Treasurer and shall have all the duties, responsibilities, and powers of both offices may hold the offices of Secretary and Treasurer.
6.12 Assistant Officers. The Board of Directors may establish and appoint Assistant Secretaries, Assistant Treasurers, or Assistant Secretary/Treasurers. Such assistant officers shall have such powers and shall perform such duties as may be delegated to them by the Board of Directors. However, each shall be subordinate to the principal officer to which such assistant officer is designated to assist. However, assistant officers shall not be officers or Directors of the Corporation. In the event of absence or disability of a principal officer, respective assistant officers shall succeed to the powers and duties of such principal officer in the order in which they are elected or as otherwise prescribed by the Board of Directors, until such principal officer shall resume his or her duties or until the Board of Directors elects a replacement.
6.13 Executive Secretary. The Board of Directors may retain an Executive Secretary for the purposes of daily reception, bookkeeping, the preparation of minutes, and for the preparation and the transmission of notices as required by these Bylaws, the Board of Directors, and the officers. The Executive Secretary may either be an employee of the Corporation or a contracted agent, as directed by the Board of Directors. The Executive Secretary shall be paid in amounts commensurate with the skills and services provided to the Corporation by the Executive Secretary. The Executive Secretary shall specifically be authorized to perform the daily and monthly tasks required of the Secretary, Treasurer, and/or Secretary/Treasurer. The Executive Secretary may be required to attend meetings of the Board of Directors and of the members but shall not be, by virtue of the position of Executive Secretary, a voting member or Director.
6.14 Delegation. Except as may be prohibited by these Bylaws and with Board of Directors approval, an officer may delegate some or all of their duties and powers to another person(s). An officer who delegates the duties or powers of an office remains subject to the standard of conduct for an officer imposed by law with respect to the discharge of all duties and powers as delegated.
6.15 Salaries. The Board of Directors may fix salaries, other compensation, and reimbursements of officers, if any. Nothing in this Section shall be construed to preclude an officer from receiving a salary by reason that he or she is also serving the Corporation in a paid or unpaid capacity as Director, consultant, or other capacity.
6.16 Contract Rights. The Corporation may enter into a contract with an officer or agent for a period of time if, in the judgment of the Board of Directors, such contract is in the Corporation’s best interests. A contract may be for a term longer than the terms of the Directors who authorized or approved the contract, and this shall not make the contract void or voidable.
7.1 Committees. By resolution approved by the affirmative vote of a majority of the Directors, the Board of Directors may establish committees for such purposes and with such authority as provided in such resolutions. All such committees shall be subject at all times to the direction and contract of the Board of Directors. Members of such committees shall be appointed by action of the Board of Directors or the Board of Directors may authorize the President to appoint members of such committees. All committee members must be adult persons and need not be Directors or members of the Corporation.
7.2 Procedures. Sections 5.8 to 5.17 of these Bylaws, to the extent germane, apply to committees and members of committees to the same extent as those sections apply to the Board of Directors. Minutes, if any, of committee meetings must be made available upon request to members of the committee and to a Director.
8.1 Fiscal Year. The fiscal year of the Corporation shall end on December 31.
8.2 Books and Records. The Corporation shall keep correct and complete articles, bylaws, voting agreements, books of account and minutes of proceedings of meetings of the members, the Board of Directors, and any committees having any of the authority of the Board of the Directors.
8.2.1 The Secretary shall be responsible for compiling the minutes for the Corporation.
8.2.2 The above books, minutes, and records may be inspected by board members for any proper purpose at any reasonable time. A proper purpose is one reasonably related to the interest of the person as a member or director of the corporation.
8.2.3 Books, minutes, and records shall be stored physically and saved electronically in a secure manner to preserve such materials for a period of six (6) years.
8.3 Financial Statements. At the close of each fiscal year, the Corporation shall prepare financial statements containing a balance sheet and a full correct statement of the financial affairs of the Corporation for the fiscal year, all in accordance with generally accepted accounting principles.
8.3.1 The financial statements shall be submitted to the Board of Directors for its consideration and approval and presented to the members at their annual meeting following such fiscal year. The Treasurer shall be responsible for the preparation of the financial statements and accounting records.
8.3.3 Financial statements shall be stored physically and saved electronically in a secure manner to preserve such materials for a period of six (6) years.
8.4 Execution of Corporate Documents. With the authorization of the Board of Directors, all notes and contracts shall be executed on behalf of the Corporation by the President, the President-Elect, or any other parties designated by appropriate resolution of the Board of Directors. All check and other drafts shall be executed on behalf of the Corporation by the President, President-Elect, the Treasurer, the Secretary/Treasurer, or the Executive Secretary (to the extent allowed by the Board of Directors) or any other parties designated by appropriate resolution of the Board of Directors.
8.5 Fidelity Bonds. The Board of Directors may require that officers, employees, and contract agents of the Corporation having custody or control of the corporate funds furnish adequate fidelity bonds. The premium on such bonds may be paid by the Corporation, as authorized and directed by the Board of Directors.
8.6 Indemnification. The Corporation shall provide and pay for Directors and Officers Errors and Omissions insurance as set forth in N.D.C.C. 10-33-68.
8.6.1 The Corporation shall pay or reimburse such person’s expenses in advance of final disposition for a proceeding, all in accordance with the provisions and requirements of N.D.C.C. 10-33-68.
8.6.2 The Corporation may, by Board of Directors resolution, reimburse expenses, including attorneys’ fees and disbursements, incurred by a person in connection with a proceeding at a time when such person is a witness but has not been made or threatened to be made a party to such proceedings.
9.1 Articles of Incorporation. A majority of the Directors and a majority of members with voting rights must approve amendments to the Articles of Incorporation.
9.1.1 If the Board of Directors initiates an amendment, proper notice of the proposed amendment must precede a members meeting at which the amendment will be considered and such notice must include the substance of the proposed amendment.
9.1.2 If an amendment is proposed by the members and approved by a majority of the voting members, the voting members may demand a special meeting of the Board of Directors within 60 days of the delivery of such demand for consideration of the proposed amendment.
9.2.1 The Board of Directors may, by a two-thirds vote of the Directors who are present and entitled to vote on a proposed amendment, amend the Bylaws at any meeting. Notice of the proposed amendment shall be given to each Director, notwithstanding the provisions of other Sections of these Bylaws.
9.2.1.3 Fix the number of Directors or their classifications, qualifications, or terms of office (although the Board of Directors may adopt or amend Bylaws to increase the number of Directors).
9.2.2 Any provision of the Bylaws may be amended by a resolution adopted by the affirmative vote of a majority of the Directors and also approved by a majority of the voting members, in the same manner as provided in Section 9.1 hereinabove for amendment of the Articles of Incorporation.
The undersigned, Executive Secretary of the ND Appraiser’s Association, hereby certifies that the foregoing Bylaws were adopted as the complete Bylaws of the Corporation, in compliance with NDCC § 10-33-26, at the charter membership meeting held on the 20th day of June, 2016.