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REALTOR ASSOCIATION OF GREATER MIAMI AND THE BEACHES, INC.
Notice of Special Meeting of REALTORŪ Members
Tuesday, August 10, 2010 - at 6:00 PM
Association Offices at 700 Royal Poinciana Blvd., Suite 400, Miami, Florida
In accordance with Article XV, Section 5, of the Bylaws of the REALTOR Association of Greater Miami and the Beaches, Inc. ("Association"), and Sections 617.0701, 617.1002, and 617.1007 of the Florida Nonprofit Corporation Act, a special meeting of the REALTORŪ Members of the Association shall be held at the date, time, and address shown above ("Special Meeting"). This Special Meeting is called for the purpose of approving amended and restated articles of incorporation of the Association ("Amended and Restated Articles"), which have been unanimously approved by the Board of Directors of the Association.
The Amended and Restated Articles, [posted on the RAMB website], update the existing articles of incorporation of the Association in such material respects as follows:
- Name Change. The name of the Association shall be changed to the "Miami Association of REALTORS, Inc." The name change is intended to conform to the name contemplated by the Plan of Merger previously approved by the members with respect to the merger of Realtor Association of Miami-Dade County, Inc. with and into the Association effective on August 2, 2010. The Board of Directors of the Association believes that this name is more representative of the Association's broad membership base and that the new name better employs the "Miami" brand name. The name change is further subject to the prior approval of the National Association of REALTORSŪ and, as such, the Amended and Restated Articles will not be filed with the State of Florida until such approval is obtained.
- Member Rights Defined By Bylaws. The Amended and Restated Articles provide that members shall only have the voting and other rights conferred by the Bylaws or by resolution of the Board of Directors. Due to the success of the Association and its large membership, the Board of Directors believes that the Association will be able to operate more efficiently, while at the same time continuing to safeguard its members' interests, if member voting rights are those conferred by the Bylaws of the Association, available at www.miamire.com or resolution of the Board of Directors.
- Officer and Director Indemnification. The Amended and Restated Articles provide for indemnification by the Association of the Association's officers and directors for actions incurred while performing their Association duties, and also provide that the Association will furnish directors and officers with appropriate liability insurance. The Board of Directors believes that these provisions will help to ensure that the Association retains its ability to attract nothing but the best and most talented leaders to serve on the Board of Directors or in an officer capacity.
All REALTORŪ Members of the Association in good standing shall be entitled to vote at the Special Meeting. At the Special Meeting, the following resolution shall be put to a vote:
THAT THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE ASSOCIATION, SUBSTANTIALLY IN THE FORM POSTED ON THE OFFICIAL WEBSITE OF THE ASSOCIATION, WWW.MIAMIRE.COM, ARE HEREBY APPROVED, RATIFIED, AND CONFIRMED IN ALL RESPECTS.
Please carefully review the Amended and Restated Articles, posted at www.miamire.com by Wednesday, August 4. 2010.
Sincerely,
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