BYLAWS

ARTICLE I — Name

Section 1.1 The name of this Association shall be “Building Owners' and Managers' Association of Philadelphia,” ("Association").

ARTICLE II — Offices

Section 2.1 The principal office of the Association shall be located in Philadelphia, Pennsylvania. The Association may also have offices at such other places as the Board of Directors ("Board") may from time to time appoint or as the business of the Association may require.

Section 2.2 The registered office of the Association in the Commonwealth of Pennsylvania need not be identical with the said principal office, and may be changed from time to time as the Board may determine.

ARTICLE III — Purpose

Section 3.1 The purpose of this Association is to create, maintain and develop cooperation among those employed within the real estate industry in the greater Philadelphia region; to facilitate the interchange of ideas in the conception, construction, management, operation and maintenance of buildings; to promote the general welfare of the real estate industry; and to provide membership advocacy, professional development and networking opportunities.

ARTICLE IV — Membership and Dues

Section 4.1 The membership of this Association shall consist of seven types all of which shall be considered members:

• Voting Members
  • Regular Membership: The building is considered the Member and shall have one (1) designated representative. There shall only be one (1) Regular Member per building. Representatives of the building include individuals, co partnerships or corporations whose primary purpose of the business is the ownership and/or management of office buildings, apartments, condominiums. cooperatives, educational facilities, government, health care facilities, industrial facilities, institutions, medical offices, retail facilities, public utility or other building requiring active supervision and management in operation in the City of Philadelphia, and the Pennsylvania counties of: Berks, Bucks, Chester, Cumberland, Dauphin, Delaware, Montgomery, Lancaster, Lebanon, Lehigh, Northampton, and York; in the State of New Jersey the counties of Atlantic, Burlington, Camden; Gloucester; and the State of Delaware. Regular Members shall have voting privileges and may serve on the Board as a Director or serve as an Officer of the Association.
  • Additional Regular Member: With written consent of the designated Regular Member, a designated employee(s) who is situated in the member building and with the same address as the Member may be considered for membership. Additional Regular Members shall have voting privileges and may serve on the Board as a Director or as an Officer of the Association.
  • Asset Manager: An individual on a corporate or ownership level, not associated with a particular property but has the responsibility for multiple properties and/or the supervision of other asset or property managers and shall have one (1) designated representative. Asset Manager shall have voting privileges and may serve on the Board as a Director or as an Officer of the Association.
  • Facility Manager: A company or organization whose primary business is not in the real estate industry but who employs an individual or third party whose primary responsibility is to serve as a facility manager and/or manages the leased and/or owned real estate asset.  The company or organization is considered a Facility Manager member and shall have one (1) designated representative. Facility Manager shall have voting privileges and may serve on the Board as a Director or as an Officer of the Association.
• Non-Voting Members
  • Honorary Membership: The Board shall have the authority to grant Honorary Membership. Honorary Membership may be granted to those persons who have rendered distinguished service to the Association. Such memberships shall not carry the right to vote or serve as an Officer or Director.
  • Associate Membership: The Company is the member of the Association, not the designated representative. An Associate Member shall be any company furnishing products and/or services to the real estate industry. If the primary business of the Company is as a service provider to the real estate industry and not as an owner or manager of real estate, the member application shall be consistent with Category #9 (Associate Member) not Category #1 to 5 (Regular Member), #6 (Asset Manager) or #7 (Facility Manager). Associate Membership shall have one designated representative with the option to submit the name of other individual(s) from the company for Additional Associate Membership for an additional fee. An Associate Member representative(s) shall not vote or serve as an Officer of the Association but may be elected to serve on the Board.
  • Affiliated Membership: Any municipal organization having substantial involvement with Regular Member buildings (i. e. fire, police and special services districts). One individual shall represent Affiliated Members unless otherwise requested. Such memberships shall not carry the right to vote or serve as an Officer or Board Member.

Section 4.2

• Candidates for any categories of membership shall submit a written application and any additional information that is required by the Board. Candidate(s) shall be admitted to membership on the recommendation of the Membership Committee and upon receiving not less than a two-thirds affirmative vote of all Board Members present and voting at any meeting of the Board.
• Companies applying for Associate Membership shall be required at the time of application to submit a non-refundable initiation fee to be determined by the Board. Also, companies applying for Associate Membership shall be required to submit payment of dues at least two weeks prior to the Board meeting when the application will be presented. No Associate Membership application will be presented to the Board without advance payment of dues.

Section 4.3

• Regular Membership: The membership of a Regular Member shall cease at such time when dues have not been paid or upon resignation by the Regular Member.
• If ownership of the building(s) changes, the new owner/manager will need to reaffirm their membership in the Association by submitting a written request to the Board.
• Associate Membership: The membership of an Associate Member shall cease at such time as the principals dispose of the organization on which the membership is based, or at such time as the Company may sever connection with the organization on which the membership is based.
• Failure of any Member to pay dues by January 31 shall automatically forfeit membership in the Association.

Section 4.4 Annual dues for all categories of membership shall be determined by the Board. Further, any assessments by the Board of Governors of BOMA International, upon approval by the Board of BOMA/Philadelphia, will be included in the annual membership dues.
Dues of commercial office buildings shall be based on all rentable area to include the following categories:

• Category #1    Minimum square feet to 100,000 sq. ft.
• Category #2   100,001 sq. ft. to 300,000 sq. ft.
• Category #3    300,001 sq. ft. to 600,000 sq. ft.
• Category #4   600,001 to 1,000,000 sq. ft.
• Category #5    1,000,001 sq. ft to maximum sq. ft.

Dues for other membership categories to include the following:

• Category #6    Asset Manager
• Category #7    Facility Manager
• Category #8    Additional Regular Member
• Category #9    Associate Member
• Category #10    Additional Associate Member

• Dues of one-purpose office buildings shall be based on all rentable area and shall be on exactly the same basis as commercial office buildings.
• Dues of other commercial buildings in general (office buildings, apartments, condominiums, cooperatives, educational facilities, government, health care facilities, industrial facilities, institutions, medical offices, retail facilities, public utility, etc.) shall be determined by the Board.
• Dues for multiple commercial buildings (not in a corporate park) under the management of an individual shall be based on the aggregated rentable area of all buildings and shall be on the same basis as commercial office buildings. Any single building with more than 300,000 square feet of rentable space must join as a separate Regular Member. All buildings applying for membership shall be listed on the application with the associated rentable area and the name of the individual making the application. All buildings in this category shall be considered members and shall allow for one (1) designated Regular Member.
• Dues of Office Park/Campus (two or more buildings, with single ownership and single management, six stories or less in height, that occupy contiguous land area greater than three acres and located outside of the Central Business District) shall be based on all rentable area and shall be on the same basis as commercial office buildings.

Section 4.5 All other categories of membership to include Asset Managers, Facility Managers, Associate Members, Additional Regular and Additional Associate members shall pay annual dues that are determined by the Board.

Section 4.6 Honorary and Affiliated Members shall pay no dues to the Association.

Section 4.7 Membership dues payment to BOMA International is mandatory for all Regular, Additional Regular, Asset, Facility and Associate Members. BOMA International does not require that Additional Associate Members or Affiliated Members be submitted as members.

Section 4.8 Any member of the Association elected as Chair of BOMA International shall during tenure of office be a member of the Board ex-officio, without having the right to vote.

ARTICLE V — Board of Directors

Section 5.1

• The business affairs of the Association shall be managed by the Board, which shall consist of sixteen (16) members. Twelve (12) shall be elected Board Members and four (4) elected Officers. Each Board Member shall be a natural person of full age and need not be a resident of the Commonwealth of Pennsylvania. Each year four (4) Board Members shall be elected for a term of three (3) years or until the earlier of their death, resignation, removal or replacement, as replacements for the four (4) Board Members whose three (3) year term expires.
• The Board shall not have less than one (1) Associate Member, with a maximum of three (3) Associate Members, elected to serve on the Board and such Associate Member(s) shall have voting privileges as a Board Member.
• Any Board Member may resign at any time upon written notice to the Association. The Nominating Committee will reconvene to identify, interview and recommend to the Board replacement(s) to fill the unexpired term(s) of vacated Board position(s). The resignation shall be effective upon receipt thereof by the Association or at such subsequent time as shall be specified in the notice of resignation.

Section 5.2 The Board may exercise all of the powers of the Association and do all acts permitted by statute. The Board shall have the power to delegate any of the powers exercised or exercisable by the Board to any standing or special committee, or to any officer or agent, or to appoint any person to be the agent of the Association, with such powers, including the power to subdelegate, and upon such terms as the Board shall deem appropriate. The Board shall have the power to employ, remove or replace the President with just cause, fix the amount of the compensation of the President and provide a suitable office for the proper conduct of the affairs of the Association. The President upon approval of the Board, shall have the power to employ, direct, remove or replace and fix the amount of compensation of additional staff positions for the proper conduct of the affairs of the Association.

Section 5.3 Meetings of the Board shall be held, at such times and places, either within or without the Commonwealth of Pennsylvania, as may be fixed by resolutions of the Board, by the Chairman or upon written demand of not less than 1/3 of the Board. Notices of the meetings shall be delivered upon not less than five (5) business days’ notice in a manner that is the most expedient and commonly accepted and that is permitted under Section 5702 of the Pennsylvania Nonprofit Corporation Law (the "NPCL"). The meetings of the Board shall be open to any member of the Association, but members attending shall have no vote on any motion to be decided upon by the Board. Dates and time of said meetings will be published in the monthly Newsletter, Web site and by contacting the Association office.

Section 5.4 A majority of the Board then in office shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such quorum is present at a meeting, a majority of the Board present may adjourn the meeting without further notice. A Board Member may waive notice of any meeting in writing signed either before or after the time stated. The attendance of a Board Member at a meeting shall constitute a waiver of notice of such meeting, except where a Board Member attends a meeting for the express purpose of objecting at the commencement of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

The act of the majority of those Board Members voting at a meeting at which a quorum is present shall be the act of the Board. Each Board Member shall be entitled to one (1) vote. The Presiding Officer at a Board Meeting shall be considered Ex-Officio with regard to voting privileges in the event of a tie and shall cast the deciding vote. See Section 6.3 hereof.

Section 5.5 It may be necessary from time-to-time to conduct a non face-to-face meeting of the Board. Any proposed action, which may be taken at such a meeting, may only occur if this non face-to-face meeting occurs by quorum as described in Section 5.4 and approved by a majority of the Board and meeting shall be conducted in accordance with Section 5708 of the NPCL. Any such action must be presented to the Secretary of the Association in writing, and be introduced as part of the Agenda for the next meeting of the Board.

Section 5.6 The Board, except as may be prohibited in these Bylaws, may authorize any Officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance. Unless so authorized by the Board, or as approved in the annual Budget which shall constitute an authorization for the President to expend necessary monies to manage and operate the Association subject to the provisions of these Bylaws, no Officer, agent, or employee shall have any power or authority to bind the Association by contract or engagement, or to pledge its credit, or render it liable pecunarily for any purpose or amount.

ARTICLE VI — Officers

Section 6.1 The Officers of the Association shall consist of a, “Chairman” a “Vice Chairman”, a "Treasurer" and a "Secretary", known individually as "Officer" and collectively as the "Officers" and/or the "Executive Committee".

Section 6.2 Each Officer of the Association shall hold office for a term of one year or until such Officer’s earlier death, resignation, removal or replacement. Any Officer may resign at any time upon written notice to the Board. The resignation shall be effective upon receipt thereof by the Board or at such subsequent time as may be specified in the notice of resignation. Notwithstanding the foregoing, any Officer may be removed or replaced at any time by the Board with cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an Officer shall not of itself create contract rights.

Section 6.3 The Chairman shall be the chief executive officer of the Association; the Chairman shall preside at all meetings of the Board and of the Association, subject to the approval and direction of the Board and shall have general and active management of the business of the Association. The Chairman shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Board to delegate any specific powers. The Chairman shall appoint all Committee Chairpersons and be an ex-officio a member of all Committees, and shall have the general powers and duties of supervision and management usually vested in the office of Chairman of a corporation. The Chairman shall have the power to appoint and discharge, employees and agents of the Association and fix their compensation, subject to the approval of the Board. While the Board or a Committee of the Board is not in session; the Chairman shall have general management and control of the finances, business and affairs of the Association.

The Chairman shall see that the books, reports, statements and certificates required by the statute under which the Association is organized or any other laws applicable thereto are properly kept, made, and filed according to law; shall generally do and perform all acts incident to the office of President or President of a corporation, or which are authorized or required by law.

Section 6.4 The Vice Chairman shall assist the Chairman and have such powers and duties as may be assigned from time to time by the Chairman or by resolution of the Board.

Section 6.5 The Treasurer shall have oversight and responsibility of all funds, securities, evidences of indebtedness and other valuable documents of the Association; shall receive or cause to be received and give or cause to be given receipts and acquittances for money paid in on account of the Association and shall pay or cause to be paid out of the funds on hand all just debts of the Association of whatever nature upon maturity of the same; shall enter or cause to be entered in the books of the Association to be kept for that purpose full and accurate accounts of all monies received and paid out on account of the Association and, whenever required by the Chairman or the Board, shall render or cause to be rendered to the Chairman and Board, at the regular meetings of the Board, or whenever they may require it, a statement of cash accounts and an account of all transactions and of the financial condition of the Association; shall keep or cause to be kept such other books as will show a true record of the expenses, losses, gains, assets and liabilities of the Association; and shall perform all of the other duties incident to the office of Treasurer of a corporation. The Treasurer shall not be required to give the Association a bond.

Section 6.6 The Secretary shall have such powers and duties as may be assigned from time to time by the Chairman or by resolution of the Board and shall attend all sessions of the Board, and shall oversee the recording of all the votes of the Association and ensure that the minutes of all its transactions are maintained in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Board, and shall perform such other duties as may be prescribed by the Board or Chairman, and under whose supervision the Secretary shall be. The Secretary shall cause or cause to be kept the safe custody of the corporate seal of the Association, and when authorized by the Board affix the seal to any instrument requiring it.

Section 6.7 If the office of any Officer becomes vacant for any reason, each Officer will be promoted, per the normal succession process, i.e. Secretary becomes Treasurer; Treasurer becomes Vice Chairman; Vice Chairman become Chairman, with the position of Secretary remaining vacant until the Nominating Committee meets to nominate the slate of Officer(s).

Section 6.8 The consideration for services rendered to the Association in their role as an Officer, shall be the benefit derived from membership in the Association, and no compensation shall be paid for any such services. However, reimbursement of expenses while properly incurred shall be permitted.

Section 6.9 Each Officer shall have oversight of designated committees.

ARTICLE VII— Limitation of Directors’ Liability and Indemnification of Directors, Officers and Other Person

Section 7.1 No Board Member of the Association shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless: (a) the Board Member has breached or failed to perform the duties of his or her office under Section 5712 of the NPCL (relating to standard of care and justifiable reliance) and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Section 7.1 shall not apply to the responsibility or liability of a Board Member pursuant to any criminal statute, or to the liability of a Board Member for the payment of taxes pursuant to local, state, or federal law.

Section 7.2

• Each Indemnitee (as defined below) shall be indemnified and held harmless by the Association for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below) if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Association.
  No indemnification pursuant to this Section 7.2 shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
• The right to indemnification provided in this Section 7.2 shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Association in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Association of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under Section 7.2 or otherwise.
• Indemnification pursuant to this Section 7.2 shall continue as to an Indemnitee who has ceased to be a Board Member or Officer and shall inure to the benefit of his or her heirs, executors and administrators.
• For purpose of this Section 7.2 (a) “Indemnitee” shall mean each Board Member or Officer of the Association who was in a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Board Member or Officer of the Association or is or was serving in any capacity at the request or for the benefit of the Association as a Board Member, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise and shall include any entity (except this Association) employing the individual; and (b) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an action, suit or proceeding by or in the right of the Association), whether civil, criminal, administrative or investigative.

Section 7.3 The Association may, by action of its Board and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.

Section 7.4 The rights to indemnification and to the advancement of expenses provided in Section 7.2 shall not be exclusive of any rights that any person may have or hereafter acquire under any statute, provision of the Association’s Articles of Incorporation or Bylaws, agreement, vote of the Board, or otherwise.

Section 7.5 The Association may purchase and maintain insurance, at its expense, for the benefit of Indemnities, whether or not the Association would have the power to indemnify such person under Pennsylvania or other law. The Association may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.

Section 7.6 The provisions of this Article VII relating to the limitation of any Board Member's or Officer's liability, to indemnification and to the advancement of expenses shall constitute a contract between the Association and each of its Board Members and Officers which may be modified as to any Board Member or Officer only with that person’s consent or as specifically provided in this Article VII. Notwithstanding any other provision of these Bylaws relating to amendment of the Bylaws generally, any repeal or amendment of this Article VII which is adverse to any Board Member or Officer shall apply to such Board Member or Officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Board Member or Officer of the Association, or limit the rights of an Indeminee to indemnification or to the advancement of expenses with respect to any action or failure to act reoccurring prior to the time of such repeal or amendment.

Section 7.7 References in this Article VII to Pennsylvania law or to any provision thereof shall be to such law as it existed on the date this Article VII was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Board Members or Officers or limits the indemnification rights or the rights to advancement of expenses which the Association may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Article VII shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Association without the requirement of any further action by Board Members or Officers to limit further the liability of Board Members or Officers or to provide broader indemnification rights or rights to the advancement of expenses than the Association was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE VIII — Corporate Records and Statement

Section 8.1 The Association shall keep complete and accurate books and records of account and minutes of the proceedings of the Board. Any books, minutes or other records may be in written form or any other form capable of being converted into written form within a reasonable time. To the extent possible, there shall be separate records for any division of the Association.

ARTICLE IX — Elections of Officers and Directors

Section 9.1 The Executive Committee shall select a Nominating Committee and submit the proposed members to the Board for approval. This shall occur on or about February 15 of each year. The term of the Nominating Committee shall be one (1) year from the date of their approval by the Board. In the event that a member of the Nominating Committee should resign, the Executive Committee shall appoint a replacement member to the Committee.

Section 9.2 The Nominating Committee shall consist of five (5) members including the Treasurer, an outgoing Board Member and not less than two Regular voting members. The Nominating Committee will designate the Chairperson of the Committee. The President shall serve as a non-voting member of the committee and shall not serve as Chairperson of the Committee.

Section 9.3 On or about February 15th of each year, BOMA/Philadelphia membership will be advised via Newsletter and BOMA/Philadelphia's Web site that the Nominating Committee will receive applications from eligible members applying for available Board and Officer positions. Applications of those members desiring an opportunity to serve as an Officer or Board Member shall be submitted in writing or electronically to the BOMA/Philadelphia office and the Chairperson of the Nominating Committee and received no later than the 2nd Monday in March. Former Officers and Board Members shall be eligible for re-nomination after a three (3) year hiatus. An eligible Board Member can be nominated for an Officer's position anytime during or after his/her term.

Section 9.4 The Nominating Committee shall conduct interviews of proposed candidates. Interviews of prospective nominees shall be conducted by a majority of the Nominating Committee (at least 3 members).

Section 9.5 Upon completion of the interview process, the Nominating Committee shall present the proposed candidates to the Executive Committee by the 2nd Monday in April. The Executive Committee shall present the proposed candidates to the Board for their approval by the 3rd Monday in April.

Section 9.6 Election ballots shall be mailed on or about the 4th Monday in April by the BOMA Philadelphia office. Ballots shall include blank lines so that any Regular voting member may vote for any other member regardless of the nominees listed.

Section 9.7 Ballots are due at the BOMA office no later than noon on the 2nd Monday in May. The Ballots will be counted by the President and the Secretary. If the Secretary is not available, the Chairman shall appoint another Officer to count the Ballots. Results of the vote will be announced at the Annual Membership meeting conducted in May.

ARTICLE X — Meetings

Section 10.1 The Annual meeting of the Association shall be held in May at a place and hour to be selected by the Board.

Section 10.2 Meetings of the Association shall be held on a monthly basis January through December (except for July and August). The Board may change the time and date of holding said monthly meetings, or the annual meeting in May, upon written notice to the members of the Association.

Section 10.3 Special meetings of the Association may be called at any time by the Chairman; or shall be called upon the written request of a majority of the Board; or any fifteen (15) Members of the Association. Any special meeting shall deal only with the purpose for which the meeting was called.

Section 10.4 Meetings of the Board shall be held, at such times and places, either within or without the Commonwealth of Pennsylvania, as may be fixed by resolutions of the Board, by the Chairman or upon written demand of the not less than 1/3 of the Directors. Notices of the meetings shall be delivered upon not less than five (5) business days’ notice in a manner that is the most expedient and commonly accepted. The meetings of the Board shall be open to any Member of the Association, but Members attending shall have no vote on any question to be decided upon by the Board. Dates and times of said meetings will be published in the monthly Newsletter, on the Web site and available by contacting the Association office.

Section 10.5 In order to transact the business of the Association, there must be a quorum. A quorum is defined as:

• Majority of the Board.
• Two-thirds of the majority of eligible voting Members of the Association. For example, if there are 240 eligible voting Members, a majority (121) of this group must be present. Upon written request to the Board, fifteen (15) Members of the Association can request that a special meeting be held. At this meeting a vote will be conducted only if the majority of eligible voting Members are in attendance.
  At a special meeting, in order to pass a motion two-thirds (2/3) of the majority of eligible voting Members must approve the motion. If rejected, the motion can be presented again to the Board no sooner than twelve (12) months after it failed to be passed.

ARTICLE XI — Miscellaneous Provisions

Section 11.1 The fiscal year shall begin the first day of January of each year.

Section 11.2 All motions must be put in writing if the Chairman so requests, or if the request is by majority vote of the eligible voting Members present, at any meeting. Every such motion shall be referred to the Board, unless the Chairman orders otherwise, or by two-thirds vote of the eligible voting Members present at said meeting, subject to the further right of said Members to overrule a Chairman by a two-thirds vote. The said Board shall submit a report on such motions as are referred to it at the next regular meeting, and all Members shall be duly notified of said motions before said meeting. The said motions shall be considered in the order in which they were originally presented.

ARTICLE XII — Divisions

Section 12.1 Subject to the provisions of Section 12.2, until and unless the Board shall amend these Bylaws to provide otherwise, the Association shall have a division to be known as BOLR Division. The BOLR Division shall have its own operating Bylaws and shall (to the extent permissible under applicable law and to the extent not in conflict with the Articles of Incorporation of the Association or with these Bylaws or with any action of the Board) operate independent of the Association although it is not a separate legal entity.

Section 12.2 No action may be taken by the Association or by the Board, which would be in contravention of the operating Bylaws of the Building Operators Labor Relations (BOLR) Division (see page 20 for definition of BOLR) without the prior written approval of the BOLR Division. In the event of an irreconcilable dispute as to a proposed action of the Association or the Board, the Board may require the BOLR Division to be separated from the Corporation.

Section 12.3 Upon the written request of the BOLR Division, the Association will allow the BOLR Division to be separated from the Corporation upon reasonable terms and conditions (such as indemnification of the Association against claims incurred by the BOLR Division) required by the Association.

ARTICLE XIII — Amendment

Section 13.1 The Bylaws may be amended by a two-thirds vote of the majority of eligible voting Members of the Association. For example, if there are 240 eligible voting Members, a majority (121) of this group must vote of which two-thirds or 81 must cast their ballot in the affirmative to amend the Bylaws. A proposed amendment, endorsed by fifteen (15) eligible voting Members, must first be submitted to the Board in writing for consideration. The Board shall present its recommendation to the Association together with a ballot for the eligible voting Member to cast their vote. Ballots shall be mailed and Members shall have ten (10) working days to return the ballot to the office of the Association. Ballots will be counted by the President and the Secretary. If the Secretary is not available, the Chairman shall appoint another Officer to count the ballots.