Summary of 2017 Bylaws Changes for Membership Approval September 18, 2017

Transcription

1 In accordance with Article 17 of the Association s Bylaws, these proposed changes were presented to BRR Members for review, on, and will be voted on in their entirety during BRR s Annual Membership Meeting, scheduled for Thursday, September 28, 2017 at 9:00 a.m., at JUMP in Boise, Idaho. Please submit questions about the proposed changes to Andy Enrico, Chair of the Bylaws Committee at andy@andyenrico.com or ; or, to BRR s Chief Executive Officer, Breanna Vanstrom at breanna@boirealtors.com or In accordance with Section 17.1 of the Association s Bylaws, the Board of Directors may, at any regular or special meeting the Board of Directors at which a quorum is present, approve amendments to the Bylaws which are mandated by National Association of REALTORS policy. Further, members understand that the Bylaws Committee and/or the Board of Directors may make changes to fix grammar, spelling, formatting, or confusing language without Membership approval, if doing so does not materially change the intent of these Bylaws Sections 5.2(a-b) Add the term actively per NAR s 2017 Model Bylaws (referred to as NMB throughout this document), and add the language review materials or to give more flexibility in information given to new members: (a) An applicant for REALTOR Membership who is a sole proprietor, partner, corporate officer, or branch office manager of a real estate firm, and who will serve as the Designated REALTOR, shall supply evidence satisfactory to the Association that he or she is actively engaged in the real estate profession, and maintains a current, valid real estate broker's or salesperson's license or is licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, has a place of business within the state of Idaho or a state contiguous thereto (unless a secondary Member), has no record of official sanctions involving unprofessional conduct*, agrees to review materials or complete a course of instruction covering the programs, services, Constitutions, Bylaws, Rules and Regulations, and Code of Ethics, from the local, state, and national associations, and shall agree, if elected to Membership, to abide by such Constitutions, Bylaws, Rules and Regulations, and Code of Ethics. (b) An individual who is actively engaged in the real estate profession, other than as a sole proprietor, partner, corporate officer, or branch office manager, in order to qualify for REALTOR Membership, shall at the time of application be associated either as an employee or as an independent contractor with a Designated REALTOR Member of the Association or a Designated REALTOR Member of another board or association (if a secondary Member) and must maintain a current, valid real estate broker's or salesperson's license, or be licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, has no record of official sanctions involving unprofessional conduct*, agrees to review materials or Page 1

2 complete a course of instruction covering the programs, services, Constitutions, Bylaws, Rules and Regulations, and Code of Ethics, from the local, state, and national associations, and shall agree, if elected to Membership, to abide by such Constitutions, Bylaws, Rules and Regulations, and Code of Ethics. Section 5.2(b) Add note per NMB; matches current practice by BRR: NOTE: Article IV, Section 2, of the Bylaws of the National Association of REALTORS prohibits associations from knowingly granting REALTOR Membership to any applicant who has an unfulfilled sanction pending which was imposed by another association of REALTORS for violation of the Code of Ethics. Sections 5.3 (a), 5.4, and 5.5 Revise the following language to show new Code of Ethics training cycle and learning objectives requirement from NAR (per NMB); and also, replace references to orientation with training to avoid confusion with New Member Orientation. 5.3 Election. The procedure for election to Membership shall be as follows: (a) Applicants for REALTOR Membership shall be granted Membership immediately upon submission of a completed application form and remittance of applicable Association dues and any application fee. New Members shall be considered REALTORS and shall be subject to all of the same privileges and obligations of Membership. However, all new Memberships are granted subject to subsequent review of the application by the Board of Directors. If the Board of Directors determines that an individual does not meet all of the qualifications for Membership as established in these Bylaws, or, if an individual does not satisfy all of the requirements of Membership within sixty (60) calendar days from the Association's receipt of their application (for example, completion of a mandatory Code of Ethics orientation program training), an individual s Membership may, at the discretion of the Board of Directors, be inactivated. 5.4 New Member Code of Ethics Orientation Training. An applicant for REALTOR Membership shall complete a Code of Ethics orientation program training of not less than two (2) hours and thirty (30) minutes of instructional time, and must meet the learning objectives and minimum criteria established, and from time to time amended, by the National Association of REALTORS. This requirement does not apply to applicants for REALTOR Membership who have completed comparable orientation at another association, provided that REALTOR Membership has been continuous, that any break in Membership is for one (1) year or less, or per the discretion of Association staff. as long as the applicant s quadrennial ethics training requirement is current. 5.5 Continuing Member Code of Ethics Training. Effective January 1, through December 31, , and for successive four (4) two (2)-year periods thereafter, each REALTOR Member of the Association (with the exception of REALTOR members granted REALTOR Emeritus status by the National Association of REALTORS ) shall be required to Page 2

3 complete quadrennial ethics training of not less than two (2) hours and thirty (30) minutes of instructional time, and must meet the learning objectives and minimum criteria established, and from time to time amended, by the National Association of REALTORS. This requirement will be satisfied upon presentation of documentation that the Member has completed a course of instruction conducted by this Association, Idaho REALTORS, the National Association of REALTORS, another board or association of REALTORS, or any other recognized educational institution or provider which meets the learning objectives and minimum criteria established by the National Association of REALTORS from time to time. REALTOR members who have completed training as a requirement of membership in another association and REALTOR members who have completed the New Member Code of Ethics Orientation during any four (4) two (2)-year cycle shall not be required to complete additional ethics training until a new four (4) two (2)-year cycle commences. Failure to meet this requirement during a quadrennial renewal cycle will result in suspension of Membership for the first two (2) months (January and February) of the year following the end of any renewal cycle or until the requirement is met, whichever occurs sooner. Sections 5.5, 6.2, 6.6(a)i, 6.7, and 10.5 Revise the following language regarding suspensions and inactivation of membership as follows: Suspension or inactivation of Membership, whether voluntary or involuntary, can result in any or all of the following: inability to use the terms REALTOR or REALTORS, inability to use the REALTOR R logo or any logos affiliated with a National Association of REALTORS designation, loss of reduction in MLS fees, inability to access any forms provided by the state or local association or through the MLS, access to member pricing for any Association programs, and limited access or no access to all programs and services reserved for REALTOR Members of the local, state, and national associations. Section 6.4 and 6.5 Revise references to resignation of membership to voluntary inactivation of membership to match language in other sections; also, update Section 6.5 to match NMB: 6.4 Resignation of Members Voluntary Inactivation of Membership shall become effective when received in writing by the Board of Directors, provided, however, that if such Member submitting the resignation is indebted to the Association for dues, fees, fines, or other assessments of the Association or any of its services, departments, divisions, or subsidiaries, the Association may condition the right of the resigning inactivating Member to reapply for Membership upon payment in full of all such monies owed. 6.5 If a Member resigns voluntarily inactivates from the Association or otherwise causes Membership to inactivate with an ethics complaint pending, the Board of Directors may condition the right of the resigning Member to reapply for Membership upon the applicant's certification that he or she will submit to the pending ethics proceeding and will abide by the decision of the Page 3

4 hearing panel the complaint shall be processed until the decision of the association with respect to disposition of the complaint is final by this Association (if respondent does not hold membership in any other association) or by any other association in which the respondent continues to hold membership. If an ethics respondent voluntarily inactivates or otherwise causes membership in all associations to be inactivated before an ethics complaint is filed alleging unethical conduct occurred while the respondent was a REALTOR, the complaint, once filed, shall be processed until the decision of the association with respect to disposition of the complaint is final. In any instance where an ethics hearing is held subsequent to an ethic respondent s membership voluntary or involuntary inactivation, any discipline ratified by the Board of Directors shall be held in abeyance until such time as the respondent rejoins an association of REALTORS. Further, if a Member voluntarily inactivates or otherwise causes Membership to inactivate, the duty to submit to arbitration (or to mediation if required by the association) continues in effect even after Membership lapses or is inactivated, provided that the dispute arose while the former Member was a REALTOR. Section 6.6(e) Add forgotten reference to Public Service Members per NMB and re-letter rest of Section: (e) Public Service Members shall have rights and privileges and be subject to obligations prescribed by the board of directors. Section 6.7 Add note per NMB: NOTE: Suggested procedures for processing complaints of harassment are available at NAR.REALTOR or from the National Association of REALTORS Member Policy Department. Section 10.2(a)i Add the term actively per NMB: For the purpose of this Section, a REALTOR Member of the Association shall be held to be any Member who has a place or places of business within the state of Idaho or a state contiguous thereto and who, as a principal, partner, corporate officer, or branch office manager of a real estate firm, partnership, or corporation, is actively engaged in the real estate profession as defined in Article III, Section 1 of the Constitution of the National Association REALTORS. An individual shall be deemed to be licensed with a REALTOR if the license of the individual is held by the REALTOR, or by any broker who is licensed with the REALTOR, or by any entity in which the REALTOR has a direct or indirect ownership interest and which is engaged in other aspects of the real estate business (except as provided for in Section 10.2(a)(1) hereof) provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, corporate officer, or branch office manager of the entity. Page 4

5 Section 10.2(a)ii Clarify timeframe within which brokers must notify of their change in status or affiliation, putting it in calendar days, and also, extend it to seven to provide additional time, especially if change occurs over a weekend or holiday; and also, a note to coincide with the new membership reporting requirements from the Idaho REALTORS Bylaws: A REALTOR with a direct or indirect ownership interest in an entity engaged exclusively in soliciting and/or referring clients and customers to the REALTOR for consideration on a substantially exclusive basis shall annually file with the Association on a form approved by the Association a list of the licensees affiliated with that entity and shall certify that all of the licensees affiliated with the entity are solely engaged in referring clients and customers and are not engaged in listing, selling, leasing, renting, managing, counseling, or appraising real property. The individuals disclosed on such form shall not be deemed to be licensed with the REALTOR filing the form for purposes of this section and shall not be included in calculating the annual dues of the Designated REALTOR. A Designated REALTOR shall notify the association within three (3) seven (7) calendar days of any change in status of licensees in a referral firm. NOTE: In accordance with Section 7 of the Bylaws of the state association, by January 1 of each year, the Association shall file with the state association, an alphabetical list sorted by last name; including NRDS number and IREC issued license number of its REALTOR, Institute Affiliate, and Affiliate Members and the real estate salespersons and licensed and certified appraisers employed by or affiliated as independent contractors with such REALTOR Members, certified by the President and Secretary of the Association, and that Association shall pay dues to the state association for the current year on the basis of such list. On a monthly basis, the Association shall report to the state association the alphabetical list sorted by last name; including NRDS number and IREC issued license number and addresses of REALTOR, Institute Affiliate, and Affiliate Members dropped or enrolled during the preceding month. State dues shall be computed from the date of application. Section 10.5 Add language from IR s new bylaws regarding their reinstatement fee and update the Section to clarify the timeline (per NMB) and disciplinary actions that take place at each step: 10.5 Non-Payment of Financial Obligations. If dues, fees, fines, and other assessments including amounts owed to the Association (including the portion allocated to the state and national associations) or the Association s MLS are not paid within one (1) month thirty (30) calendar days after the due date, the non-paying Member will be notified by mail or that their Association Membership is subject to suspension at the discretion of the Board of Directors, at its discretion and without reference to any other provision of these Bylaws. Such action shall become final one (1) month after giving written notice of the action unless, within that time and subject to acceptance by the Board of Directors, the amount due is paid. Page 5

6 If sixty (60) calendar days after the due date, any dues, fees, fines, and other assessments are still outstanding and no action has been taken by the non-paying Member, suspension will become final. Notice of such action will be sent by mail or to the non-paying Member and the Designated REALTOR with whom they are affiliated, further notifying them that their Membership is subject to inactivation without reference to any other provision of these Bylaws. If ninety (90) calendar days after the due date, any dues, fees, fines, and other assessments are still outstanding and no action has been taken by the non-paying Member, inactivation of their Membership will become final and notice of such action will be sent to the non-paying Member and the Designated REALTOR with whom they are affiliated. However, no actions shall be taken to suspend or inactivate a Member for non-payment of any disputed amounts until the accuracy of the such amounts owed has have been confirmed by the Board of Directors. In the event that a REALTOR Member is inactivated for non-payment of dues, and they maintain an active real estate license, and their continue to be affiliated with a Designated REALTOR, the dues obligation of the Designated REALTOR (as set forth in Section 10.2(a) of these Bylaws) will be increased to reflect the addition of a non-member licensee. Dues shall be calculated from the first day of the current fiscal year and are payable within thirty (30) calendar days of the notice of inactivation. NOTE: In accordance with Section 9 of the Bylaws of the state association, the non-paying Member, as well as the Designated REALTOR with whom they are affiliated, are also subject to suspension or inactivation of their state memberships at the discretion of the state association s Executive Committee. A former member whose state membership was inactivated for nonpayment of financial obligations may apply for reinstatement after making payment in full of all accounts due as of the date of termination, including $100 reinstatement fee payable to the state association. The Designated REALTOR must also pay a $100 reinstatement fee to the state association. Section 10.6 Per NMB, adopt the Section as written and move language from Sections 10.6 and 10.7 to the association s financial policies for further review. Would not change the practice of having two signatures on checks in excess of $1,000. If approved, re-number the Section and other references throughout Deposit. All monies received by the Association for any purpose shall be deposited to the credit of the Association in a financial institution or institutions selected by resolution of the Board of Directors Expenditures. The Board of Directors shall administer the finances of the Association but shall not incur an obligation, not approved in the current budget, in excess of $1, without authorization by vote of a majority of those Members of the Board of Directors present at a duly called meeting. Page 6

7 10.6 Deposits and Expenditures. Deposits and expenditures of funds shall be in accordance with policies established by the Board of Directors. Section 11.5(a)i New language to ensure Director terms are staggered to ensure a mix of new and experienced Directors: By May of each year, Association staff will supply to the Board of Directors a list of all Officer and Director positions to be filled by election or appointment for the upcoming year. To ensure the terms of Directors remain staggered, the Nominating and Elections Committee will establish the open positions and terms of each, up to a maximum of five (5) years. The terms will be noted on the list of open positions to be filled, provided to the Board of Directors for approval. Section 11.5(a)vii and Sections 12.1 and 12.2 With the increase in membership, it is getting more difficult to reach the 10% threshold for elections. Per advice from NAR and BRR s legal counsel, they recommended doing away with a minimum or reducing the percentage. The Bylaws Committee recommends reducing the threshold to at least 5% of members who are eligible to vote. However, if that threshold is still not met via the electronic vote before the Annual Membership Meeting, the backup option will be to take a vote via paper ballot at the Annual Membership Meeting. In that instance, a quorum shall consist of a majority of those in attendance who are eligible to vote. Section 12.1 would also be updated to clarify the new quorum requirement at the Annual Membership Meeting, thus eliminating Section 12.2, which is inaccurate and would be redundant. If approved, re-number Section 12 and other references throughout. 11.5(a)vii. The election Voting by ballot closes at 11:59 p.m. on the calendar day before the Annual Membership Meeting in September, at which results of the election will be announced. The candidate receiving the highest number of votes in their respective race(s) will be named the winner. At least five percent (5%) of Members eligible to vote must do so for the election results by ballot to be valid. If this threshold is not met, the previously cast ballots will be disregarded and a vote will be taken at the Annual Membership Meeting via written ballot. A quorum shall consist of a majority of those in attendance who are eligible to vote Annual Membership Meeting. The annual meeting of the Association s Membership shall be held in September of each year, the place, day and hour to be designated by the Board of Directors. A quorum shall consist of a majority of those in attendance who are eligible to vote Quorum for Annual Membership Meetings. Ten percent (10%) of the votes entitled to be cast on a matter must be represented in person, by proxy, by mailed written ballot, electronic ballot or by absentee ballot at a meeting of Members to constitute a quorum on that matter. Unless onethird (1/3) or more of the voting body is present in person, by proxy, by mailed written ballot, electronic ballot, or by absentee ballot, the only matters that may be voted upon at an annual or regular meeting of Members are those matters that are described in the meeting notice. Page 7

8 Section 11.5(b) Change how tie votes are broken from being a President selection to lot, as pulled by the Chair of the Nominating and Elections Committee. Done to match NMB and avoid the perception of favoritism. The Nominating and Elections Committee will oversee the election process. In case of a tie vote, the President shall select the winner from the tied candidates issue shall be determined by lot, pulled by the Chair of the Nominating and Elections Committee. Section 11.9 Clean up language, as follows: The Association shall be entitled to representation on the Boards of Directors of Idaho REALTORS and the National Association of REALTORS, hereinafter referred to as State and National Directors, and the state and national associations, in accordance with their respective policies and procedures, and in accordance with the following policies and procedures: (a) The State and National Directors shall be elected by the Members to serve three (3) year terms using the same process as outlined in Section 11.5 of these Bylaws. (b) Vacancies within the State and National Directors, whether elected or appointed, including one (1) or more of the persons appointed to these Boards of Directors, shall be filled by a simple majority vote of the Association s Board of State or National Directors for the remainder of the year term. Removal of one (1) or more of the State or National Directors appointed to the Board of Directors shall be in accordance with Section 11.7 of these Bylaws. A State or National Director who is elected to the State s state or national association s Eexecutive Ccommittee during their term as State or National Director, will resign their State Ddirectorship before taking office as a Sstate or national Oofficer; thereby preserving the number of votes entitled to be cast by the Association s State and National Directors. Section 12.5 (or new 12.4) Add language to recognize other notice periods that are required per the Bylaws: Written notice shall be given to every Member entitled to participate in the meetings at least five (5) calendar days preceding all meetings, unless a different notice period is required in these Bylaws. If a special meeting is called, it shall be accompanied by a statement of the purpose of the meeting. In all instances where a notice, ballot, or other information is to be mailed or delivered to the Members, distribution by electronic means (including , facsimile, or future technologies) if approved by the Board of Directors shall be deemed sufficient notice. Page 8

9 Section 12.7 Remove this Section as it s confusing and not practiced. (Revised last year to make it more concise, but still not clear or needed.) Also, not in NMB. If approved, re-number the Section and other references throughout. Section 13.2 Clarify committee membership is for REALTORS or affiliates only not unlicensed assistants or non-members with membership in good standing. Language and asterisked section then matches other sections: Members of these committees shall be REALTOR Members or Affiliate Members in good standing* and shall be appointed by the President-Elect and Vice President, in collaboration with the Chief Executive Officer and staff committee liaisons, to serve for one (1) year, or until their successors are qualified and appointed. Chairpersons of standing committees shall have served at least one (1) year on that committee. * In Good Standing means that an individual has fulfilled the requirements for their chosen class of Membership in the Association, and neither has voluntarily withdrawn from Membership nor has been suspended or inactivated from Membership after appropriate proceedings as outlined in these Bylaws. Section 17.4 Add Section to clarify the current practice for transparency: The Bylaws Committee, staff, and/or the Board of Directors, after consultation with staff and the Bylaws Committee, may make changes to fix grammar, spelling, formatting, of confusing language without Member approval, if doing so does not materially change these Bylaws. Section 19.2(b)i New language to ensure Director terms are staggered to ensure a mix of new and experienced Directors: By September of each year, the MLS Chief Executive Officer will supply to the Association Chief Executive Officer a list of all MLS Board of Director positions to be filled by appointment for the upcoming year, noting estimated requirements to maintain representation majorities for the Association and for brokers. To ensure the terms of Directors remain staggered, the Association s Nominating and Elections Committee may offer existing Directors appointed by the Association's Board of Directors the opportunity to be re-appointed for a one (1) year term, if such reappointment would not extend their current term to more than five (5) years. Section 19.2(b)iii Clarify the Board of Directors noted is that of the Association not the MLS, and remove the struck language to avoid ambiguity regarding the Association Vice President s appointment to the MLS Board of Directors: Page 9

10 By November, the Nominating and Elections Committee shall review all applications to verify eligibility pursuant to criteria as set forth in the Bylaws of the MLS, confirming appointments would maintain representation majorities for the Association and for brokers, and then offer a list of qualified applicants to the Association Board of Directors for appointment. One of the appointments will be the Association s current Vice President, unless the Nominating and Elections Committee or Board of Directors decides otherwise. New Section 20.2 Add the following language to match the MLS section to clarify how the Foundation Directors from the Association are to be appointed: 20.2 Government of the Foundation and Election of Directors. (a) Per Section 3.2 of the Bylaws of the Foundation, the Foundation "Board of Directors will be comprised of the following members: Current [Association] President; three (3) Members of the [Association] Board of Directors serving three-year staggered terms; and two (2) [Association] Members elected at large serving two-year staggered terms; the current Chair and Vice Chair of the REALTOR Outreach Committee; and the Past President of the Foundation Board of Directors." (b) Directors from the Association to the Foundation Board are appointed through the following process: i. By September of each year, the Foundation Secretary will supply to the Foundation President a list of all Foundation Board of Director positions to be filled by appointment for the upcoming year. To ensure the terms of Directors remain staggered, the Association s Nominating and Elections Committee may offer existing Directors appointed by the Association's Board of Directors the opportunity to be re-appointed for a one (1) year term, if such reappointment would not extend their current term to more than five (5) years. ii. By October of each year, Association Members may apply for a Member-At-Large Director position through an online application form, on which they shall give their consent and agreement to serve should they be appointed. iii. By November, the Nominating and Elections Committee shall review all applications to verify eligibility pursuant to criteria as set forth in the Bylaws of the Foundation, and then offer a list of qualified applicants to the Association Board of Directors for appointment. One of the appointments from the Association s Board of Directors ranks will be the Association s current President-Elect or Vice President. Page 10