BYLAWS

OF

THE CALIFORNIA ASSOCIATION OF REALTORS®

ISSUES MOBILIZATION POLITICAL ACTION COMMITTEE

ARTICLE I

NAME AND ORGANIZATION

The name of this voluntary political action committee is the California Association of REALTORS® Issues Mobilization Political Action Committee, (hereinafter referred to as the “Committee” or “IMPAC”).  It is a voluntary, non-profit unincorporated Committee of individual REALTORS® and others, and is not affiliated with any political party.  IMPAC is sponsored by the California Association of REALTORS®, Inc. (hereinafter referred to as “C.A.R.”).

ARTICLE II

PURPOSE

The purposes of this Committee are:

            (a) To establish a continuing political campaign fund managed and operated in accordance with the terms of these Bylaws and not affiliated with any political party;

            (b) To receive those voluntary contributions acceptable to the Trustees interested in promoting the political purposes for which this Committee’s funds may be expended hereunder;

            (c) To support the legislative policies of C.A.R.;

            (d) To support or oppose ballot measures, local, state and federal legislation, governmental policy statements, regulations and resolutions, and litigation resulting from governmental regulations;

            (e) To encourage REALTORS® to take a more active role in political and governmental affairs, and to support political education and fundraising as well as to pay for various related expenses.

ARTICLE III

PRINCIPAL OFFICE

The principal office of the Committee shall be located at the address as set forth on its Statement of Organization.

ARTICLE IV

CONTRIBUTIONS

            Section 1.  Contributions.  IMPAC is authorized to solicit and accept contributions from any person from whom contributions may be lawfully solicited and accepted.  The Trustees may refuse any contribution with or without reason, and the Trustees will set forth in writing to any requesting contributor that the contribution has not been accepted.

            Section 2.  Allocation.  All contributions received will be allocated as follows unless (1) designated otherwise and (2) accepted by the Trustees by special approval or in accordance with the policies set by the Trustees:

            2.1 State. Seventy percent (70%) of each dollar received shall become part of a special IMPAC account for use in local or statewide campaigns or for campaigns or issues that may have local or statewide significance.

            2.2 Local. Thirty percent (30%) of each dollar received shall become part of a special IMPAC account allocated for use by local IMPAC.  Requests for local IMPAC funds will be charged against the requesting local IMPAC’s account.  The amount of contributions disbursed for local purposes shall be based upon recommendations from local IMPAC Trustees and shall not exceed the balance of the respective local IMPAC’s account. The IMPAC Trustees will have full and final authority to accept or reject such recommendations of local IMPACs.

            2.3 Other Funds.  Contributions to C.A.R. sponsored fundraising programs shall be allocated in accordance with the formula contained on the annual C.A.R. dues statement.

ARTICLE V

BOARD OF TRUSTEES

            Section 1.  Composition.  The governing body of the Committee shall be a Board of Trustees, composed of fifteen (15) voting Trustees approved by the C.A.R. Board of Directors and six (6) non-voting advisory Trustees by virtue of their position within C.A.R. (1) Political Affairs Committee Chair, (2) Legislative Committee Chair, (3) Local Government Relations Committee Chair, (4) the RPAC Trustee(s) representing California, (5) a C.A.R. Committee liaison, and (6) the Immediate Past Chairman of IMPAC.  One of the voting Trustees shall be an Executive Officer of a Member Board of C.A.R.  With the exception of the Executive Officer Trustee, all voting and non-voting Trustees must be REALTOR® or REALTOR-ASSOCIATE® members of C.A.R.  Voting and non-voting advisory Trustees must contribute the minimum suggested amount to all designated C.A.R. sponsored fundraising programs each year in which they serve as a Trustee. No voting Trustee shall serve more than two complete three-year (3) terms.  A complete term consists of more than twelve (12) months of a three-year (3) term.

            Section 2.  Powers and Duties.  The Board of Trustees shall have supervision and control over the affairs of the Committee and shall establish and carry out all policies and activities of the Committee.  The Trustees shall serve without compensation.  The Trustees are empowered to set basic policies with respect to expenditures made by the Committee, and to direct disbursements.  The Trustees shall determine the procedures for collection and distribution of funds for issues that the Committee shall support and the amount of all expenditures and disbursements by the Committee.

            Section 3.  Nominating Committee and Nominations.

            3.1 Composition of the Nominating Committee.   The Nominating Committee of five persons shall be comprised of the current Chairman, who shall also chair the Nominating Committee, the C.A.R. President, one additional Trustee and two C.A.R. REALTOR® or REALTOR-ASSOCIATE® members, who are not Trustees, appointed by the Chairman of IMPAC.  All members of the Nominating Committee must be C.A.R. REALTOR® or REALTOR-ASSOCIATE® members who contribute at least the minimum suggested amount to all designated C.A.R. sponsored fundraising programs.  No Trustee seeking election as a Trustee shall serve on the Nominating Committee or shall vote to select persons to be on the Nominating Committee.  If the Chair is seeking election as a Trustee, then the appointments to the Nominating Committee, including the Nominating Committee Chair, shall be selected by a majority of the remaining voting Trustees not seeking election.

3.2  Nominations.  Any C.A.R. member or Member Board Association Executive may submit nominees, including self nomination, for consideration by the Nominating Committee.  All nominations must be received at the C.A.R. offices or by the authorized C.A.R. representative no later than the published deadline for submission of nominations and be filed in accordance with established procedures during the specified filing period.

3.3  Selection.  The Nominating Committee shall select no more than one REALTOR® or REALTOR-ASSOCIATE® nominee from any region among the names submitted for the office of Trustee to fill each vacancy that will exist at the end of the elective year.  The Nominating Committee shall also select up to nine (9) alternates, one of which shall be an Executive Officer, for one-year terms from the remaining nominees.  There shall be no more than one (1) REALTOR® or REALTOR-ASSOCIATE® alternate selected from any region.  The Executive Officer nominee or alternate may be from the same region as a REALTOR® or REALTOR-ASSOCIATE® nominee or alternate.  The nominees’ names shall be announced at the regular or special C.A.R. Directors’ meeting preceding the meeting at which the election will take place.

            3.4 Nomination by Petition.  Additional nominees will be placed on the ballot if submitted by the end of the fourth week following the announcement of the nominees by the Nominating Committee and if accompanied by the endorsement of a majority of the C.A.R. Regions and the nominee is otherwise qualified to serve under these Bylaws.

            3.5 Election.  The C.A.R. Board of Directors shall elect the Trustees from those nominated under sections 3.3 and 3.4 at a regular or special C.A.R. Directors’ meeting. The candidates receiving the greatest number of votes will be considered elected.  Only those Directors present at the meeting may vote.  The C.A.R. Directors shall also approve alternate Trustees to serve in the event of a vacancy which will be filled in accordance with Section 5 of this Article V.

            Section 4. Term of Office.  The term of office of each voting Trustee will be three (3) years or until his or her successor is elected and is qualified to act.  The terms will be staggered so that five (5) vacancies occur every year.  The term of office of each non-voting advisory trustee will coincide with the term as chairman of the respective committee or other position.  Voting Trustees shall not serve more than two complete three (3) year terms.  A complete term consists of more than twelve (12) months of a three (3) year term.

Notwithstanding that set forth in the paragraph above, in the year 2006 only, five (5) Trustees will be elected for three (3) year terms, and one (1) will be elected for a two (2) year term so that subsequent years will each have five open positions for election.

            Section 5.  Vacancies. 

5.1  In the event of a vacancy, the Nominating Committee that had selected the alternates approved by the C.A.R. Board of Directors in the most recent election shall reconvene and select one of the alternates from the list approved by the C.A.R. Board of Directors.  The Nominating Committee’s recommendation shall automatically fill the vacancy.

5.2  In the event none  of the alternates  are available or qualified to serve, the Nominating Committee that had recommended the Trustees for the most recent election shall reconvene and present the nominee at the next C.A.R. Board of Directors’ meeting.  The C.A.R. Board of Directors shall then elect a new Trustee to fill the vacancy by approving the nominee or electing any other person qualified to serve as Trustee.

            Section 6.  Removal from Office.  A Trustee will automatically be removed from office upon temporary suspension or loss of real estate license, loss of C.A.R. REALTOR® or REALTOR-ASSOCIATE® membership, loss of position as an Executive Officer of a C.A.R. Member Board, failure to contribute the minimum suggested amount to all designated C.A.R. sponsored fundraising programs in each calendar year while serving as Trustee, or if any Trustee fails to attend two consecutive meetings without sound and justifiable reasons.  A Trustee may also be removed with or without cause by a majority vote of the C.A.R. Directors present and voting at any duly called meeting of the C.A.R. Board of Directors.

            Section 7.  Meetings.  The regular meetings of the Trustees shall be held in conjunction with the meetings of the C.A.R. Directors.  A majority of the voting members of the Board of Trustees shall constitute a quorum.  Special meetings of the Board of Trustees may be called by the Chairman or upon the request of four (4) Trustees.  A majority vote of those present and voting is required for action by the Trustees.  The Trustees may meet through use of conference telephone or similar communication tools, including but not limited to facsimile and electronic mail, or may take action by written ballot without a meeting.

ARTICLE VI

OFFICERS

            Section 1.  General.  The officers of the Committee shall be a Chairman, and up to two Vice Chairmen, a Secretary/Treasurer and an Assistant Secretary/Treasurer.  Any officer so appointed shall hold office until his successor has been elected and is qualified to act.

            Section 2.  Chairman and Vice Chairman.  The C.A.R. President shall appoint a Chairman and up to two Vice Chairmen from the voting Trustees then in office.  Any Chairman so selected must have served as a voting Trustee during the year immediately preceding taking office as Chairman.  One of the Vice Chairman so selected must have served as a voting Trustee during one of the two years immediately preceding taking office as Vice Chairman.  Any Chairman or Vice Chairman must be a REALTOR® or REALTOR-ASSOCIATE® member of C.A.R. and must also remain a Trustee while in office.  If no existing Trustee is available to serve as Chairman or Vice Chairman pursuant to the section, a Chairman or Vice Chairman may be appointed from among any other C.A.R. REALTOR® or REALTOR-ASSOCIATE® voting Trustee.  The term of office of Chairman and Vice Chairman shall be one elective year.  A Chairman may not serve more than two consecutive elective years as Chairman.

            Section 3.  Secretary/Treasurer and Assistant Secretary/Treasurer.

            3.1 The Secretary/Treasurer and Assistant Secretary/Treasurer shall be C.A.R. staff members designated by the C.A.R. Executive Vice President.  The Secretary/Treasurer and Assistant Secretary/Treasurer shall hold office from appointment until designation of a successor.  If the office of Secretary/Treasurer becomes vacant, the Assistant Secretary/Treasurer shall immediately become Treasurer.

            3.2 The Secretary/Treasurer of the Committee, subject to the control of the Trustees, shall have general supervision, direction and control of the financial accounts and records of the Committee, shall perform all of the duties of the Committee as provided by the applicable laws, shall have power to receive contributions and make expenditures and shall have other powers and duties as may be prescribed by the Trustees or by these Bylaws.  The Secretary/Treasurer shall make financial reports to the Trustees, the C.A.R. Executive Committee and the C.A.R. Board of Directors.  The Secretary/Treasurer shall be responsible for keeping minutes of the meetings.

            3.3 The Secretary/Treasurer will ensure that the Committee is properly organized as a “committee” under the applicable laws, including but not limited to, filing a Statement of Organization, amending its registration as required and filing periodic campaign reports.

            3.4 The Secretary/Treasurer is specifically authorized to retain legal counsel, at the expense of the Committee, to assist in campaign law compliance and to defend any suit or claim related thereto against the Committee.

            Section 4.  Vacancies and Removal from Office.  A Chairman or Vice Chairman may be removed from office with or without cause by a majority vote of the C.A.R. Directors present and voting at any duly called meeting of the C.A.R. Board of Directors. A Chairman or Vice Chairman will automatically be removed from office if the person is no longer a Trustee.  In the event of a vacancy, a new Chairman or Vice Chairman shall be selected in accordance with Section 2 of this Article VI.

            Section 5.  Liability.  The Committee shall hold harmless and indemnify any of the Trustees or IMPAC officers from any civil liability and/or late penalties rendered against, or owed by, the Secretary/Treasurer or the Committee on account of any action taken on behalf of this Committee, unless the Trustee or officer intentionally violated a statute or was totally neglectful of his or her duties.  The mandatory hold-harmless provision shall not extend to any professional treasurer, advisor, accountant or attorney retained by the Committee.  Notwithstanding the above, the Trustees may pay such fines or judgments, in its own discretion, regardless of the motivation of the Secretary/Treasurer, officer or Trustee.  All obligations of this Committee hereunder are obligations of such Committee only to the extent of said Committee’s assets and not of any officer, director, employee, or any other person or entity associated with said Committee.

ARTICLE VII

AUDITS, FISCAL AND ELECTIVE YEAR, DEPOSITS

            Section 1.  Audits.  The Committee may arrange for an audit of its receipts and expenditures both annually and after dissolution.  Such audits shall be made within sixty (60) days after the close of each year and within sixty (60) days after dissolution.

            Section 2.  Fiscal and Elective Year.  The fiscal and elective years of the Committee shall conform with those of C.A.R.

            Section 3.  Deposits.  The funds of the Committee shall be deposited to the credit of the Committee in one or more banks or other depositories or securities which are insured or guaranteed by the Federal Government, and as permitted by law, as the Board of Trustees may select.

ARTICLE VIII

AMENDMENTS

            Section 1.  These Bylaws may be amended upon thirty (30) days notice by a majority vote of the C.A.R. Board of Directors present and voting at any duly called meeting of the C.A.R. Board of Directors.

            Section 2.  Notwithstanding the above, any amendment of the Bylaws needed to bring this Committee into conformance with any state or federal statute or regulation shall be adopted upon majority vote of the Trustees, at which time it will be effective, subject to submission to the C.A.R. Directors at its next meeting.

ARTICLE IX

DISSOLUTION

            Section 1.  The Committee shall be dissolved and cease to exist upon a vote of the Trustees and the C.A.R. Board of Directors or upon all funds of the Committee having been spent, and thereupon a termination report having been filed as required by law.  Upon the dissolution of the Committee, any surplus funds shall be disposed of by the C.A.R. Board of Directors in accordance with state law.

Revised: October 2009