Article I: Name and Offices
Section 1. Name
The name of this organization shall be the Association of Real Estate Professionals (hereinafter referred to as "AOREP").
Section 2. Type and Formation
AOREP is a Nonprofit Cooperative Corporation Without Stock operating nationally, formed under Nevada law. The application for incorporation was made on August 7, 2024.
Section 3. Other Offices
AOREP may have offices at such places both within and outside the state of incorporation as the Board of Directors may from time to time determine.
Article II: Membership
Section 1. Classes of Members
AOREP shall have two classes of membership:
- Professional Members:
Professional Members are individuals licensed in their respective states to operate in the real estate industry, including mortgage bankers, escrow officers, brokers, agents, and other licensed professionals actively engaged in real estate transactions. - Node Owners:
Node Owners are legal entities that operate nodes on the Real Smart Ledger network. Each Node Owner appoints up to three (3) representatives to AOREP. Node Owners have voting rights and influence the organization’s operations and decisions.
Section 2. Appointment of Representatives
- Professional Members:
Professional Members may participate in AOREP's activities but do not have Board of Directors-level voting rights. - Node Owners:
Each Node Owner appoints up to three (3) representatives who act as Delegates with Board of Directors-level voting rights.
Section 3. Rights and Duties
- Equal Rights and Interests:
All members, regardless of class, shall have equal rights and interests in the association, ensuring that no member has or acquires a greater interest than any other member. This complies with NRS 81.190(2). - Voting Rights:
At every election held pursuant to these Bylaws, each member shall be entitled to cast one vote and no more, as specified in NRS 81.190(3). This includes voting on matters related to the association’s governance and elections.
Section 4. Prohibition on Minors
No person under the age of 18 years shall be eligible for membership or empowered to make contracts for the association, in accordance with NRS 81.190(1).
Article III: Regions and Regional Chairmen
Section 1. Regions
AOREP shall be divided into regions by State and as determined by the Board of Directors.
Section 2. Chairmen
Each State or region shall have a Regional Chairman appointed by the Board of Directors.
Article IV: Membership and Delegates; Meetings and Voting
Section 1. Authority of Delegates
Delegates from Node Owners shall have the authority to represent their respective companies at meetings of AOREP.
Section 2. Composition of Delegates
Delegates shall be appointed by Node Owners, with each Node Owner having up to three (3) delegates. Only Node Owner representatives have board level voting rights.
Article V: Board of Directors
Section 1. Authority
The affairs of AOREP shall be managed by a Board of Directors, overseeing policies and ensuring compliance with the organization’s objectives and IRS regulations.
Section 2. Composition
The Board of Directors shall be composed of representatives from Node Owners. Professional Members may be invited to participate in discussions but do not have voting rights at the Board of directors level.
Section 3. Duties
The Board of Directors shall ensure that AOREP operates primarily to improve business conditions in the real estate industry and maintains its non-profit status.
Article VI: Officers
Section 1. Officers
The officers of AOREP shall include a President, President-elect, Chief Executive Officer (CEO), Vice President, Secretary, Treasurer, and such other officers as the Board of Directors may determine.
Section 2. Founder Board Chair as Interim CEO
- The founder and initial Board Chair shall serve as the interim Chief Executive Officer (CEO) until a permanent CEO is appointed by the board of directors of AOREP.
- The interim CEO shall perform the duties of the CEO but does not have veto powers.
Section 3. Authority of the Board Chair
- The Chair of the Board shall have veto power over decisions of the Board and may appoint a CEO as desired, subject to a confirmation vote by the Board of Directors.
Section 4. Authority
Officers shall have the authority and duties as prescribed by these Bylaws, including managing day-to-day operations and ensuring compliance with IRS requirements for 501(c)(6) status.
Article VII: Nominations
Section 1. Nominating Committee
There shall be a Nominating Committee responsible for nominating candidates for election to office.
Section 2. Nominations for Officers
Nominations for officers shall be made in accordance with procedures established by the Nominating Committee.
Article VIII: Committees and Their Duties
Section 1. Standing Committees
AOREP may have Standing Committees as determined by the Board of Directors to address specific issues or initiatives aligned with AOREP’s mission.
Section 2. Standing Committee Chairmen and Vice Chairmen
Standing Committees shall have Chairmen and Vice Chairmen appointed by the Board of Directors.
Article IX: Dues and Fees
Section 1. New Member Companies
- When companies become members of AOREP, they are allocated an active node on the Real Smart Ledger network, which is operated independently from AOREP but under the network rules as determined by the board of directors.
- A joining fee of not less than $1,000,000.00 (one million dollars) is levied upon enrollment.
- The provided nodes generate transaction processing fees and other benefits for the member companies. The Association disperses generated processing fees to member companies in accordance with the organization’s mission.
Section 2. Member Board Dues, Fees, and Assessments
Member boards shall pay dues, fees, and assessments as determined by the Board of Directors.
Section 3. Individual Delegates and Other Dues, Fees, and Assessments
Individuals shall pay dues, fees, and assessments as determined by the Board of Directors.
Article X: Fiscal and Elective Year
Section 1. Date
The fiscal and elective year of AOREP shall be as determined by the Board of Directors.
Section 2. Commencement of Term of Office for Board of Directors
The term of office for the Board of Directors shall commence as provided in these Bylaws.
Article XI: Use of the Terms "Association of Real Estate Professionals" and "Real Smart Ledger"
Section 1. Association of Real Estate Professionals Constitution
The use of the terms "Association of Real Estate Professionals" and "Real Smart Ledger" shall be governed by these Bylaws. "Real Smart Ledger" represents a product and separate LLC company operated independently from AOREP.
Section 2. Financial and Operational Independence
AOREP does not own any part of Real Smart Ledger LLC. The financial and operational activities of AOREP and Real Smart Ledger LLC are kept separate. Any financial transactions between AOREP and Real Smart Ledger LLC are conducted at arm’s length, and detailed records are maintained to ensure transparency and compliance with IRS regulations.
Article XII: Contract with Real Smart Ledger LLC
Section 1. Purpose of the Contract
AOREP has entered into a contract with Real Smart Ledger LLC (RSL) to utilize its Smart Contract Network and Distributed Ledger Technologies. This contract outlines the revenue-sharing model and operational responsibilities between AOREP and RSL.
Section 2. Revenue Distribution
- Transaction Fees
The total revenue generated from transaction fees on the Real Smart Ledger network shall be allocated as follows:- One-third (1/3) to AOREP for operational and developmental purposes.
- One-third (1/3) to Node Owners, distributed based on their node activity and contribution.
- One-third (1/3) retained by Real Smart Ledger LLC for its operational and administrative costs.
- Disbursement Procedure
Funds shall be distributed credited as transactions take place and otherwise reconciled on a quarterly basis. AOREP and RSL shall collaborate to ensure accurate accounting and timely distribution to Node Owners. - Transparency and Reporting
AOREP shall provide detailed financial reports to Node Owners and RSL regarding the distribution of funds. Transparency in financial transactions and revenue allocation is essential to maintaining trust and compliance with IRS regulations.
Section 3. Compliance with IRS Regulations
AOREP and Real Smart Ledger LLC shall ensure that all financial and operational practices are in compliance with IRS regulations, including maintaining clear separation between nonprofit and for-profit activities.
Article XIII: Revenue from Educational and Expo Events
Section 1. Revenue Generation
AOREP may generate revenue from educational programs, seminars, workshops, and expo events organized to advance the professional development and knowledge of its members.
Section 2. Handling of Unrelated Business Income (UBI)
- Definition
Revenue from activities that are not substantially related to AOREP's primary exempt purpose, such as educational and expo events, is considered Unrelated Business Income (UBI) under IRS rules. - Tax Obligations
AOREP must pay taxes on UBI before distributing any remaining profits to patrons. This is done by filing Form 990-T to report and pay taxes on UBI. - Distribution of Surplus Funds
After paying taxes on UBI, remaining revenue shall be allocated as follows:- To Cover Operational Costs: Direct costs associated with organizing and running the events.
- To Employee Compensation and Benefits: Salaries, benefits, and profit-sharing contributions.
- To Node Owners and Professional Members: Any surplus funds after the above allocations will be distributed to Node Owners and Professional Members according to the Board's determination.
Section 3. Compliance and Transparency
AOREP shall maintain detailed financial records of all revenues generated from UBI activities. Regular financial reports shall be provided to members to ensure transparency and accountability in the use of funds.
Article XIV: Patronage Dividends
Section 1. Definition and Allocation
Patronage dividends are distributions of surplus funds to members based on their participation in AOREP's activities. This allocation is in accordance with 26 U.S. Code § 1386.
Section 2. Distribution Procedure
After covering all operational expenses, employee compensation, and benefits, AOREP shall distribute the remaining profits to its professional members as patronage dividends. These distributions are made proportionally to each member's contribution.
Section 3. Qualified Written Notice of Allocation
AOREP shall provide a qualified written notice of allocation to each member, detailing their share of patronage dividends. This notice is necessary for IRS reporting and compliance with tax regulations.
Article XV: Amendment
Section 1. Authority to Amend
These Bylaws may be amended by a majority vote of the voting members, provided that the principles regarding the core agenda items, including transparency, fairness, and technology adoption, cannot be amended.
Section 2. Core Agenda Items
The core agenda items, including property listing priorities, professional fee structures, and RSL Contract for technology adoption, are immutable and cannot be altered.
Article XVI: Miscellaneous
Section 1. Rules of Order
The rules of order for meetings of AOREP shall be as provided for by the Board of Directors.
Section 2. Order of Business
The order of business for meetings of AOREP shall be as provided for by the Board of Directors.
Section 3. Official Newsletter
AOREP may have an official newsletter as provided for by the Board of Directors.
Section 4. Manner of Notice
Notice shall be given in accordance with procedures established by the Board of Directors.
This document represents the governing Bylaws and Charter of the Association of Real Estate Professionals (AOREP) and is the sole authority on the organization’s operations, membership, and governance.