Bylaws Informational

Meeting 

This meeting is being held to comply with the bylaws requirement that an informational meeting be held prior to any vote on changes to the bylaws of the Cape Cod & Islands Association of REALTORS® and Cape Cod & Islands Multiple Listing Service, Inc.

 

UPCOMING EVENTS

208 Plan Approved: What does it mean for Real Estate on Cape Cod?Presented by the Cape Cod CommissionTuesday, August 4th | 3 pm. | CCIAOR

Truth in Lending Classes/RESPA ChangesWorkshop on August 7th at CCIAOR CE class on August 13th at Four Points Sheraton in Eastham

The Power Negotiator’s Playbook New one interactive course that covers all types of negotiation formats and methods.September 16 |8:30am – 5:00pm | CCIAORInstructor – Jody O’BrienCost: CCIAOR Members: $149 This course is worth 2 CRB Credits and is also an elective course for both ABR and SRS.

NEW from NAR! REALTOR® Safety Course

Real Estate Safety Matters: Safe Business = Smart Business, is a three hour course that covers protecting your business, yourself and your clients.

September 18, 2015 | 10:00am – 1:00pmInstructor – Kimberly Allard Moccia

2 MA CE Credits: Open House/Safety

Bylaws Amendment Process

 

Last Bylaws Revision was April 2014.

Why proposed Bylaw Changes?

- Since then a new staff leadership team in place.- Operational questions based on current bylaws were needed.- New Strategic Plan facilitates need to review bylaws

(BOD passed new Association Strategic Plan in 11/14 & MLS Business Plan 5/15)

NAR mandates more than half of the bylaws and then provides options based on decisions made by local associations in several instances.

Bylaws are supposed to be broad and set the framework. It is incumbent upon the Board of Directors to supplement the bylaws with a Policy manual, which is available on cciaor.com.

Bylaws Amendment Process

 

CCIAOR called for those interested in serving on Bylaws Committee to sign up on an interest form.

CCIAOR & CCIMLS Board of Directors appointed a Bylaws Committee, chaired by Doug Azarian.

Staff conducted a thorough review of the bylaws and the association’s Strategic Plan to see where the two needed aligning, suggest improvements for clarity as to the operations of the bylaws and reviewed NAR guidelines

The Bylaws Committee met 4 times to review proposed bylaw changes and voted unanimously to recommend the proposed bylaw changes to the CCIAOR & CCIMLS Board of Directors. Bylaws reviewed by legal counsel.

The CCIAOR & CCIMLS Board of Directors review the bylaw changes and made a motion to schedule the special membership meeting for September 2nd at 9 a.m. and the bylaws informational session today.

 

Status ChangesArticle V, Section 6

Updates language regarding Status Changes of members to reflect the National Association of REALTORS® recommended language. Rationale: This language coincides with chosen options elsewhere in the bylaws CCIAOR has already adopted in the past and waives application fee for members who are re-joining..

 

Designated REALTOR® TrainingArticle VI, Section 13

This provision exercises the National Association of REALTORS® option to require NEW Designated REALTORS® to take or demonstrate they have taken 6 hours of instruction geared exclusively to Brokerage ownership and management issues related to risk reduction and any policies or laws that might result in a significant legal vulnerability or liability to the organization and its members. It gives the new DR 6 months to complete the orientation program. The provision also requires all existing DRs to take 6 hours of instruction geared exclusively to Brokerage ownership and management issues related to risk reduction and any policies or laws that might result in a significant legal vulnerability or liability to the organization and its members by December 31, 2016 .

RationaleLast year, CCIAOR identified Designated REALTOR® education and training as the top issue to improve the industry in the Association’s strategic plan. This exercises the NAR option to provide training to new DRs to ensure they have the knowledge and skill set to operate a real estate brokerage and know their legal liability and risk reduction policies. Many local associations in Massachusetts and around the country already require this such as the Berkshire Association of REALTORS® and the Northeast Association of REALTORS®. CCIAOR will provide trainings free of charge to existing DRs to meet the requirement. This provision also allows for DR exemption from CCIAOR provided trainings where the DR can show that they have received equivalent training elsewhere.

*Will be supplemented by policy outlining curriculum.

 

Referral StatusArticle X, Section 2(a)(i)

This provision requires CCIAOR to be notified of any changes in status of licensees of a referral firm and sets out the qualifications for providing referral services. RationaleAt the 2014 REALTORS® Conference & Expo, the NAR Board of Directors approved optional amendments to the NAR Model Bylaws for Local Member Boards to assist local associations in tracking licensees affiliated with REALTOR®-owned LFROs. This update provides clear instructions for firm affiliation notifications.

 

Article X, Section 3Dues Payable

This provision has been updated to use the sample NAR language for defining the dues payable calendar and system and codifies the non-refundable dues policy. RationaleThis provision implements several NAR options of how we have operated the Association in the past but codifies it into the bylaws. Dues are due January 1st (now that we are on the calendar year) and are non-refundable (which follows NAR and MAR policy). Additionally REALTORS® whose membership is dropped for non-payment must be removed from the company’s roster or the DR will be billed a non-member assessment for that non-REALTOR® on the roster.

 

Article XI, Section 3Qualification of OfficersThis provision implements a requirement that to be qualified to seek an officer position at CCIAOR (Secretary | Treasurer or President-Elect), the REALTOR® must have been a member of the CCIAOR or CCIMLS Board of Directors or Finance Committee in the last 3 years, had no findings of Code of Ethics violations in the last 3 years and be a primary CCIAOR member. RationaleThe requirement for Board of Director or Finance Committee experience is to ensure candidates for leadership positions have prior working knowledge of the Association prior to running for Secretary | Treasurer or President-Elect. All recent past leadership would have qualified under this requirement. In a subsequent portion, a provision opens up Board of Director seats to more members to ensure easier requirements to run for a seat on the Board of Directors, yet while ensuring leadership has an understanding of the Association. It is estimated there will be approximately 20 to 30 individuals every year eligible to run for the two leadership positions under this provision. The Code of Ethics requirement is to ensure those responsible with enforcing the Code are not ones recently found in violation. The primary membership requirement is to ensure those elected have a stake in CCIAOR’s future.

 

Article XI, Section 4Executive Committee

This provision ensures the Chief Executive Officer of CCIAOR does not have voting privileges on the Executive Committee. RationaleThis is how it was intended to be, but was not included in language of the last bylaw revision. The CEO does not exercise a vote, nor should he, but this clarifies that he does not have a vote.

 

Article XI, Section 7Qualifications of Directors

This provision changes the requirement for eligibility of a member of the Board of Directors to be: a primary member of CCIAOR and no Code of Ethics violations in the last three years. It removes the requirement that a REALTOR® must have served on a local, state or national committee in the last three years to be a director. RationaleServing on a committee is not a valid proving ground for being a director. In addition, anyone who is otherwise eligible should be allowed to run for a director under the election method. That way they can gain an understanding of the Association and how it operates.

 

Article XI, Section 7Qualifications of Directors

This provision would disqualify any REALTOR® serving on the Board of Directors for 24 months following their immediate past President term. RationaleThe goal of any well run association is to provide new leadership and perspective and by recycling the same leaders it stymies the ability for an organization to evolve. This provides a cooling off period to ensure there is a break in service for leadership before choosing to continue in an elected office capacity.

 

Article XI, Section 7Qualifications of Directors

This provision requires newly elected directors and officers to attend a Leadership Orientation put on by the Association prior to taking office. RationaleThis is an introductory course to new directors to ensure they have working knowledge of the Association and are fully briefed on the role of the Board of Directors and their responsibility before assuming office. This was outlined in the Association’s Strategic Plan last year for more leadership development. The existing CCIAOR Leadership Development Task Force will be helping put together the curriculum for this orientation.

*One of the goals of the Leadership Development Task Force that starts next week will be to provide guidance to this orientation program.

 

Article VI, Section 8Election ProcessThis provision deletes specific volunteer leadership sending out communications and replaces with timelines that must be met. RationaleVolunteer leadership does not send out notices to membership; staff does and this revision allows that the process that does occur complies with the bylaws. 

Article XI, Section 9Meet the CandidatesThis section removes reference to a sample event that should be held by the election committee. RationaleThis is an administrative change as the section already clearly defines the purpose of the membership meeting prior to election voting.

 

Article XI, Section 10VacanciesThis provision has those who are appointed to fill vacant terms serve until the term expires. RationaleThis provision provides a vehicle for filling vacant seats for the entirety of the term to ensure that staggered terms remain in place. 

Article XI, Section 11ResignationsThis provision puts a 24-month waiting period on any person who resigns from a Board of Director seat until they are eligible to seek a seat again. RationaleSimilar to the Immediate Past President provision, this provision requires that anyone who has resigned a Board of Directors or leadership seat must wait 24-months before they are eligible to serve.

 

Article XI, Section 16MAR DirectorsThis provision clarifies the incoming President (the President-Elect) would make any needed appointments to the Massachusetts Association of REALTORS® Board of Directors.  RationaleAppointments have to be made by November for the following year, which would only serve to the intent of the provision that the President would appoint the directors for the term of their presidency.

 

Article XII, Section I (c)Quorum

This provision clarifies that votes taken through the electronic voting system counts toward a quorum of members present. RationaleWhile the Association believes our bylaws interpret it this way, the Association wants to make explicitly clear online voting counts toward the quorum.

Note: We believe counting electronic votes goes toward our quorum presently; however, our legal counsel has advised us it should be in writing should that ever get challenged in the court system and not left up to a judge to decide.

 

Article XII, Section 2 (a)CCIAOR Board of Director MeetingsThis provision changes to specify the membership must be notified of Board of Director meetings and removes posted on the website. RationaleWhile posting on the website is the most efficient way to notify members of a Board of Directors meeting, in the future, technology may change and it may not become the most efficient. Bylaws should allow for technology changes and as such, the language should be clarified. 

Article XII, Section 2 (b)CCIAOR Special Board of Director MeetingsThis provision would put the same 48 hour notification on special called Board of Director meetings as regular Board of Director meetings have. Currently, there is no time notification for special called BOARD OF DIRECTORS meetings. RationaleSpecial meetings of the BOARD OF DIRECTORS need to be publicized to the membership to ensure open and transparent transaction of business.

 

Article XIII, Section 1Standing CommitteesThis provision deletes Government Affairs, Professional Development and Strategic Planning out of the standing committees. RationaleThere is place and role for a Government Affairs Group and a Professional Development group; however, bylaws should only contain the necessary committees to operate the Association. We fully expect these groups to continue as appointed by the President yearly. In addition, a restriction of committees that appear in the bylaws is the BOARD OF DIRECTORS must approve the committee roster; we feel these groups should be more open to anyone looking to participate and not be restricted to who the BOARD OF DIRECTORS approves and allows for members to volunteer and sign up throughout the year. Adherence to the Strategic Plan is a function of the Board of Directors and does not need a separate committee. When a plan needs to be formulated, the Board of Directors can appoint a task force for the function.

 

Article XII, Section 1 (a)Election Committee

This provision changes the Election/Voting Committee to be made up of at least 3 members, down from the current 7 member requirement.  RationaleCCIAOR is having trouble getting volunteers to serve on the Election Committee. At 7 members, it takes 4 to have a quorum to conduct business. This way the Board of Directors sets the number of appointees as it can be more than 3 members, but must at least, be 3.

 

CCIMLS BYLAW CHANGES

The following sections are the same changes as in the CCIAOR proposed bylaws:

Section 6.04 Qualifications Section 6.05 Terms of OfficeSection 6.06 Credentialing of Officers and DirectorsSection 6.08 VacanciesSection 6.10 ResignationsSection 7.03 Quorum and Voting at MeetingsSection 7.07 VotingSection 8.02 Special MeetingsSection 8.05 Executive CommitteeSection 8.06 Committtes | Election Committee

 

Section 6.04, QualificationsAdds:“All officers and directors must be Participants and/or Subscribers of the CCIMLS”

Rationale: CCIMLS Officers and Directors should actually be participants or subscribers of CCIMLS, not just CCIAOR members.

Section 6.13 Chief Executive OfficerChanges to:CCIAOR CEO will be the CCIMLS CEO.

Rationale: The revised language is how the organization functions and prevents conflict down the line if there was a disagreement between the two BODs.

Section 8.06 CommitteesChanges to require at least one participant or authorized rep on every MLS committee

Section 11.03 Rules and Regulations AmendmentsChanges Rules and Regulations amendments to NAR recommended language; approval by majority of both boards of directors.

 

BYLAW PROCESS FROM HERE

Online voting will open Wednesday, August 26th.

 Voting closes on the morning of Wednesday, September 2nd.

Copies of proposed bylaws and rationales will be available on the CCIAOR website and be distributed to the membership before the opening of online voting.