Bylaws of the IREM Greater Rhode Island Chapter No. 88
of the Institute of Real Estate Management
of the National Association of REALTORS®
As Approved by the Chapter on July 20, 2022
As approved by Governing Council on October 20, 2022, effective January 1, 2023
ARTICLE I. Charter, name, and number
Section 1. Charter. The chapter of the Institute of Real Estate Management of the National Association
of REALTORS® (“Institute of Real Estate Management” or “Institute”) is created and exists solely by
reason of the charter granted to it pursuant to the bylaws of the Institute of Real Estate Management of the
National Association of REALTORS®; which charter may be suspended or terminated by the Institute in
accordance with the Institute’s bylaws and statement of policies.
Section 2. Name. The name and number of this chapter shall be: IREM Greater Rhode Island Chapter
No. 88.
ARTICLE II. Objectives and limitations
Section 1. Objectives. The objectives of this chapter, in addition to those set forth in the bylaws of the
Institute of Real Estate Management, shall be within the territorial jurisdiction granted to this chapter, to:
1.1 Provide cooperation in achieving the objectives of the Institute of Real Estate Management.
1.2 Assist the Institute of Real Estate Management in the implementation and carrying out of its various
programs and activities.
1.3 Provide cooperation with the Institute of Real Estate Management in the development of technical and
educational material for the field of real estate management and the encouragement of sound, proper, and
ethical practices.
1.4 Provide the necessary organization and leadership to facilitate the exchange of information and
experience among members so as to advance and benefit the field of real estate management.
1.5 Encourage the advancement of the profession of real estate management.
1.6 Organize and conduct educational opportunities for the profession and the general public under the
direction and supervision of the Institute of Real Estate Management.
Section 2. Limitations
2.1 All actions of this chapter shall be in accordance with the bylaws and statement of policies of the
Institute of Real Estate Management and shall be consistent with all the policies adopted by the
Governing Council of the Institute of Real Estate Management.
2.2 This chapter shall not obligate or otherwise make the Institute of Real Estate Management liable for
any expenditures or commitments, unless such expenditures or commitments shall first have been
approved by the Governing Council of the Institute of Real Estate Management.
2.3 The bylaws of this chapter shall not be official and effective unless approved by the Governing
Council of the Institute of Real Estate Management and on file at its national Headquarters.
ARTICLE III. Jurisdiction
The territorial jurisdiction of this chapter shall be: Bristol, RI; Kent, RI; Newport, RI; Providence, RI;
and, Washington, RI.
ARTICLE IV. Membership, candidacy, and other status
Section 1. Membership requirements. The only requirement for membership in this chapter shall be the
holding in good standing of membership in the Institute of Real Estate Management and the payment of
chapter dues.
Section 2. Membership categories. The categories of membership shall be designated members and nondesignated members.
2.1 Designated members shall be those individuals who hold CPM membership in the Institute of Real
Estate Management. Only designated members are eligible to hold elective office as President and Vice
President in the chapter.
2.2 Non-designated members shall include those individuals who hold CPM Candidacy, ARM
membership, ACoM, Student Members, Academic members and Associate membership.
2.2.1 Associate, Student and Academic members. This chapter shall have among its non-designated
membership those individuals within its jurisdiction who hold national Associate, Student and Academic
membership. The benefits, services, and rights of Associate, Student and Academic members to
participate in the governance of the chapter shall be determined by the Board of Directors provided such
rights are not inconsistent with any other articles of these bylaws or the IREM national bylaws. Associate,
Student and Academic members shall not be assessed annual dues by the chapter; however, the chapter
may choose to offer an optional service package to Associate, Student and Academic members for a fee.
Acceptance or refusal of such a service package shall not affect the membership status of the Associate,
Student and Academic member.
Section 3. Voting members. All CPM members, CPM Candidates, ARM members, ACoM members,
and Associate members are voting members of the chapter.
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Section 4. Candidacy. Any requirements as a condition for membership in the Institute which are not
identical to the requirements for such admission as set forth in the bylaws and regulations of the Institute
of Real Estate Management shall not be adopted or enforced.
4.1 In order to qualify for chapter approval for the CPM designation, candidates must be current with the
chapter’s annual dues and other obligations.
4.2 To qualify for chapter approval for the CPM designation, Candidates shall be required to attend two
(2) chapter approved meetings or events, as shall be defined by the chapter, during the twelve (12) months
immediately prior to CPM approval provided that the chapter has notified the candidate of this
requirement in writing. This requirement may be waived upon good cause shown by the Candidate as to
why the Candidate is not able to meet such requirement. In the absence of action by this chapter within
thirty (30) days after the submission of the statement of good cause by the Candidate such approval shall
be deemed to have been granted without further action.
Section 5. ACCREDITED MANAGEMENT ORGANIZATION® firms. Firms that hold the ACCREDITED
MANAGEMENT ORGANIZATION® accreditation shall be eligible to participate in chapter activities in
accordance with the Institute’s bylaws and statement of policies and this chapter’s policies and procedures.
Section 6. Termination, suspension, and resignation. No individual or firm shall hold membership or
status with this chapter for any reason if that membership or status in the Institute of Real Estate
Management is terminated. Suspension of membership or status by action of the Institute of Real Estate
Management shall automatically suspend membership or status with this chapter. Resignation from
membership or status with the Institute of Real Estate Management shall automatically terminate
membership or status with this chapter. This chapter is without power or authority to suspend, terminate,
or otherwise limit membership or status in the Institute of Real Estate Management.
Section 7. Reinstatement. Reinstatement to membership or status with this chapter shall be in
accordance with the bylaws and statement of policies of the Institute of Real Estate Management.
Section 8. Other requirements. This chapter shall not impose any requirements for application for
membership status or continued membership in the chapter or the Institute of Real Estate Management
which are not identical to such requirements as may be established by the Institute. This chapter shall use
only the criteria and forms prepared by the Institute of Real Estate Management in making
recommendations concerning, membership, or continuation of membership.
ARTICLE V. Dues, fees, and assessments.
Section 1. Membership dues. The annual membership dues of CPM, ARM, ACoM, and CPM Candidate
members of this chapter shall be established by the Board of Directors and shall be payable as determined
by the Board of Directors. This chapter may establish separate dues levels for designated and nondesignated member categories.
1.1 An emeritus member shall be eligible for chapter emeritus membership upon the payment of dues as
determined by the Board of Directors, which fee shall not be more than the national dues for emeritus
membership.
Section 2. Assessments. Special assessments may be levied by this chapter upon members to pay the
costs of special activities and projects upon the specific authorization of not less than seventy five percent
(75%) of those members of this chapter present at a regular or special meeting of which there is a quorum
and for which at least thirty (30) days prior written notice shall have been given to all members, which
notice shall set forth the specific proposal to be considered.
Section 3. Non-payment of dues and assessments. No member who has unpaid obligations to this
chapter for a ninety (90) day period shall be entitled to vote at any election or meeting or participate in
any affairs of this chapter and may be subject to termination by the Institute, unless an extension of time
for payment, upon good cause being shown, is granted by the Board of Directors. If the arrears remain
unpaid for 120 days, this chapter shall notify the Institute of Real Estate Management for appropriate
action.
ARTICLE VI. Officers.
Section 1. Elected officers. The elected officers of this chapter shall be: President, Vice President,
Treasurer and Secretary, who shall be annually elected by the voting members of this chapter at its annual
meeting.
Section 2. Term. The officers shall be elected annually by the membership of this chapter and shall hold
office for one (1) year or until their successors shall have been elected and installed.
Section 3. Removal. Any officer may be removed from office by a two-thirds vote of the members of this
chapter present at a duly called meeting, provided that all members shall be notified of the action to be
proposed by mail at least 30 days prior to such meeting.
Section 4. President. The president, who must be a CPM Member, shall preside at all meetings of this
chapter and at all meetings of the Board of Directors. The president shall perform all duties usually
pertaining to such office as may be prescribed by the Board of Directors and shall be a member, ex
officio, with right to vote, of all committees.
Section 5. Vice President. In the absence of the president, the Vice President, who must be a CPM
member, shall perform the duties of the president and shall also perform such other duties as the president
or Board of Directors may prescribe.
Section 6. Secretary. The secretary shall keep a record of the proceedings of this chapter and of the
Board of Directors. The secretary shall notify all applicants for membership and for candidacy of the
action taken on their applications by the chapter; keep a roll of members; give notice of and attend
meetings of the chapter and its Board of Directors; record and distribute minutes of chapter and Board of
Director meetings; and perform such other duties as may be prescribed by the president or the Board of
Directors. The office of secretary may be combined with the office of treasurer.
Section 7. Treasurer. The treasurer shall receive all monies collected by the chapter or by any officer on
behalf of the chapter, which shall be deposited in a bank or banks designated by the Board of Directors.
The treasurer shall provide such information as may be requested by the Institute headquarters office and
make disbursement of all monies. The treasurer shall perform such other duties as may be prescribed by
the president or the Board of Directors. The office of treasurer may be combined with the office of
secretary.
ARTICLE VII. Board of Directors
Section 1. Authority. The governing powers of this chapter shall be vested in a Board of Directors. The
Board of Directors shall supervise, control, and direct the affairs of this chapter and shall determine its
policies or changes therein within the limits of these bylaws. It may adopt such policies and procedures
not inconsistent with the provisions of these bylaws for the conduct of the chapter affairs as shall be
deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider
necessary.
Section 2. Composition. The Board of Directors shall be composed of the elected officers of this chapter,
at least three (3) other voting members, at least one of whom is an ARM member, unless there is no ARM
member within the chapter jurisdiction, elected by the membership of this chapter for a term of one (1)
year or until their successors are elected and installed. Members of the Board of Directors shall be eligible
for re-election.
Section 3. Meetings. The Board of Directors shall meet upon call of the president, at such times and
places as the president may designate, or upon demand of a majority of its members.
3.1 Each member of the Board of Directors shall be notified at least ten (10) days in advance of any
meeting.
3.2 A quorum for meetings of the Board of Directors shall be a majority of the board members.
3.3 Proceedings of all Board of Directors meetings shall be recorded and made available to the
membership of this chapter.
ARTICLE VIII. Nominations and elections
Section 1. Nominating Committee. Not later than the fourth Thursday of July, the president, with the
approval of the Board of Directors, shall appoint a Nominating Committee consisting of not less than
three (3) members, one (1) of whom shall be a past president of this chapter, if there is a past president of
the chapter who is a current chapter member.
Section 2. Duties of committee. It shall be the duty of the Nominating Committee to propose names of
eligible members of this chapter to serve as officers and Board of Directors for the following year.
Section 3. Notice. The names of those nominated shall be submitted in writing to each member of this
chapter at least thirty (30) days in advance of the annual chapter meeting at which the election shall be
held.
Section 4. Additional nominations. Additional nominations may be made in accordance with policies
and procedures which have been adopted by the Board of Directors.
Section 5. Election. The officers and other elected members of the Board of Directors shall be elected by
the voting membership of this chapter at a regularly called annual meeting or other methods described
herein. The slate of nominees may be submitted in writing to, and officers elected by, the voting
members of the chapter by written ballot, including mail, fax, or electronic means. An election conducted
in this manner shall be determined according to a majority of the votes received in writing within 15 days
after distribution to the voting members, provided that at least 20% of the voting members have voted.
Elections shall be held not later than the fourth Thursday of September. Immediately following the
election, the chapter shall notify the Institute of Real Estate Management of the names, addresses, phone
numbers, and officer titles of those elected. The chapter shall produce certification that the election was
held.
Section 6. Assumption of office. Officers and elected members of the Board of Directors shall take office
January 1 of the following year. The formal installation ceremony shall take place not later than
December 31 of the election year. Newly elected officers and Board of Directors may attend all meetings
of the Board of Directors, without vote, until they take office.
Section 7. Officer replacement. In the event any officer or member of the Board of Directors should
resign from office, be removed from office, or terminated from membership, the Board of Directors shall
determine if the office shall be filled, and if so, shall appoint a replacement to serve the remainder of the
term or until the next election, whichever comes first. Any officer who is absent from 80 % or more
meetings of the Board of Directors shall be considered to have resigned from office.
ARTICLE IX. Chapter meetings
Section 1. Regular meetings. This chapter shall hold a minimum number of regular meetings throughout
the year in accordance with the statement of policies of the Institute of Real Estate Management. The
annual meeting shall count as one regular meeting.
Section 2. Annual meeting. The chapter shall conduct an annual meeting. The annual meeting of this
chapter shall be held within the ninety (90) days prior to the annual meeting of the Institute of Real Estate
Management at such time and place as may be designated by the Board of Directors, but in no event later
than the fourth Thursday of September.
Section 3. Other meetings. Other meetings may be called from time to time by the president or the Board
of Directors.
Section 4. Quorum. For membership meetings, a quorum shall be 60 percent of the voting members of
this chapter.
Section 5. Proxies. The Board of Directors may accept a resolution allowing members to vote by proxy
in accordance with the policies and procedures adopted by the Governing Council of the Institute of Real
Estate Management concerning the use of proxies; provided, however, that in the absence of such
resolution no proxies shall be valid.
Section 6. Notices. All members shall be notified in writing at least ten (10) days prior to the date of any
meeting.
Section 7. Voting. Except as otherwise may be provided in these bylaws, any action requiring a vote by
the voting members may be taken by written ballot, including mail, fax, or electronic means, provided
that any such action by written ballot shall require a majority of the voting membership to return a vote in
favor.
ARTICLE X. Committees
Section 1. Appointment. The president of this chapter with the approval of the Board of Directors shall
appoint a chair to each standing committee in accordance with the Institute’s statement of policies.
Section 2. Standing committees. The names and duties of standing committees of this chapter shall be
established as determined by the Board of Directors.
Section 3. Special committees. The president may from time to time appoint, with the approval of the
Board of Directors, special committees for specific purposes. The term of a special committee shall expire
upon completion of its assignment.
Section 4. Action of committees. The actions of any committee involving policy or budget matters shall
be in the form of recommendations for consideration and approval by the Board of Directors.
ARTICLE XI. Limitations on chapter and Institute of Real Estate Management
Section 1. Approval by Institute of Real Estate Management. All actions of this chapter shall at all
times be subject to the approval of the Governing Council of the Institute of Real Estate Management.
Those holding membership or status with this chapter shall at all times conduct themselves in accordance
with the bylaws and statement of policies of the Institute of Real Estate Management.
Section 2. Public positions. This chapter shall not speak or advance positions for the Institute of Real
Estate Management except in accordance with the bylaws and statement of policies of the Institute of
Real Estate Management.
Section 3. Indemnification. Chapter officers and members of the Board of Directors may at the
discretion of the Institute of Real Estate Management be held harmless from any and all liability to the
extent permitted by the law of the state in which this chapter is primarily located.
Section 4. Responsibility of the Institute of Real Estate Management. Under no circumstances shall
the Institute of Real Estate Management be responsible for any act, omission, debt, or obligation of this
chapter.
Section 5. Use of funds. This chapter shall use its funds only to accomplish the objectives and purposes
specified in these bylaws and no part of its funds shall inure to the benefit of or be distributed to the
members of this chapter. On dissolution of this chapter, any funds remaining after payment of the
chapter’s obligations shall be distributed to the Institute of Real Estate Management or to one or more
regularly organized and qualified professional society, trade association, charitable, educational,
scientific, or philanthropic organization to be selected by the Board of Directors.
Section 6. Loss of exemption. Nothing contained in these bylaws shall authorize or empower this chapter
to perform or engage in any acts or practices which would cause the chapter to lose its status as a
tax-exempt organization within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954,
or the corresponding provision of any future United States Internal Revenue Law.
ARTICLE XII. Fiscal year.
The fiscal year of this chapter shall commence on the first day of January and shall end on the thirty-first
day of December.
ARTICLE XIII. Amendments.
These bylaws may be amended by the members of this chapter at any regular or special meeting of this
chapter at which a quorum is present by a two-thirds vote of members present, provided that the following
provisions are met: 1) the proposed amendments must first be submitted in writing to the Institute of Real
Estate Management Headquarters and Regional Vice President; 2) following this review period, thirty
(30) days advance notice shall be given to all members of this chapter, of the intention to amend, together
with a written statement of the substance of the proposed amendment, except that the Board of Directors
may, at any regular or special meeting of the Board of Directors at which a quorum is present, approve
amendments to the bylaws which are mandated by the Governing Council of the Institute of Real Estate
Management. Any amendment becoming effective shall be first approved by the Governing Council of
the Institute of Real Estate Management and the subsequently revised chapter bylaws shall be placed on
file with the Institute of Real Estate Management Headquarters.
August 2, 2022
Date signed by Current Chapter President
Jason R. Palermo, CPM®