Bylaws

(Last Revision: August, 1994) (Last Amended: August, 1994) (Last Amended:  March, 1995) (Last Amended:  April 18, 1996) (Last Amended:  August 22, 1997) (Last Amended:  March 19, 1998) (Last Amended:  January 28, 1999) (Last Amended:  May 25, 2000)

(Last Amended:  November 29, 2000) (Last Amended: May 2, 2001) (Last Amended: March 4, 2004) (September, 2004) (March, 2005) (October, 2006) (February, 2007) (March, 2009) (December, 2011) (March, 2012), (December, 2013), (May, 2014), (2015) (2016) (October, 2017)

ARTICLE I - NAME

 Section 1.    Name.  The name of this organization shall be the Orlando Regional REALTOR® Association, Incorporated, hereinafter referred to as the “Association.”  In these Bylaws, wherever membership in the Association is referenced, it shall include any predecessor of the Orlando Regional REALTOR® Association.

 Section 2.    REALTORS®.  Inclusion and retention of the Registered Collective Membership Mark REALTORS® in the name of the Association shall be governed by the Constitution and Bylaws of the National Association of REALTORS® as from time to time amended.

ARTICLE II - OBJECTIVES

 Section 1.    To unite those engaged in the recognized branches of the real estate profession for the purpose of exerting a beneficial influence upon the profession and related interests.

 Section 2.    To promote and maintain high standards of conduct in the real estate profession as expressed in the Code of Ethics of the National Association of REALTORS®.

 Section 3.    To provide a unified medium for real estate owners and those engaged in the real estate profession whereby their interests may be safeguarded and advanced.

Section 4.    To further the interests of home and other real property ownership.

Section 5.    To unite those engaged in the real estate profession in this community with the Florida REALTORS® and the National Association of REALTORS®, thereby furthering their own objectives throughout the state and nation, and obtaining the benefits and privileges of membership therein.

Section 6.    To designate, for the benefit of the public, individuals authorized to use the terms “REALTOR®” and “REALTORS®” as licensed, prescribed, and controlled by the National Association of REALTORS®.

ARTICLE III - JURISDICTION

Section 1.    The territorial jurisdiction of the Association as a Member of the National Association of REALTORS® is Orange and Seminole Counties, Florida.

Section 2.    Territorial jurisdiction is defined to mean the right and duty to control the use of the terms REALTOR® and REALTORS® subject to the conditions set forth in these Bylaws and those of the National Association of REALTORS®, in return for which the Association agrees to protect and safeguard the property rights of the National Association in the terms.

ARTICLE IV - MEMBERSHIP

Section 1.    There shall be four classes of Members as follows:

       (a)   REALTOR® Membership.  REALTOR® Members, whether primary or secondary, shall be:

              (1)   Individuals who, as sole proprietors, partners, corporate officers or branch office managers, are engaged actively in the real estate profession, including buying, selling, exchanging, renting or leasing, managing, appraising for others for compensation, counseling, building, developing or subdividing real estate, and who maintain or are associated with an established real estate brokerage or appraisal practice in the State of Florida.  All persons who are partners in a partnership, or all officers in a corporation who are actively engaged in the real estate profession within the State or a State contiguous thereto shall qualify for REALTOR® Membership only, and each is required to hold REALTOR® Membership in the Association. unless otherwise qualified for Institute Affiliate Membership as described in Section 1(b) of Article IV.

              In the case of a real estate firm, partnership, or corporation, whose business activity is substantially all commercial, only those principals actively engaged in the real estate business in connection with the same office, or any other offices within the jurisdiction of the Association, shall be required to hold REALTOR® Membership unless otherwise qualified for Institute Affiliate Membership as described in Section 1(b) of Article IV.

REALTOR® Members may obtain membership in a “secondary” Association in another state, contingent upon meeting such other state’s licensing requirements.

              (2)   Individuals who are engaged in the real estate profession other than as sole proprietors, partners, corporate officers, or branch office managers, and are associated with a REALTOR® Member and meet the qualifications set out in Article V.

              (3)   Franchise REALTOR® membership.   Individuals who are corporate officers (who may be licensed or unlicensed) of a real estate brokerage franchise organization with at least one hundred fifty (150) franchisees located within the United States, its insular possessions, and the commonwealth of Puerto Rico, elected to membership pursuant to the provisions in the National Association of REALTORS® Constitution and Bylaws.  Such individuals shall enjoy all of the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics) except: (i) obligations related to association mandated education, meeting attendance, or indoctrination classes or other similar requirements; (ii) the right to use the term REALTOR® in connection with their franchise organization’s name; and (iii) the right to hold elective office in the Association, the Florida REALTORS® and the National Association of REALTORS®.

              (4)   Primary and Secondary REALTOR® Members.  An individual is a “Primary Member” if the Association pays State and National dues based on such Member.  An individual is a “Secondary Member” if State and National dues are remitted through another Association.  One of the principals in a real estate firm must be a Designated REALTOR® Member of the Association in order for licensees affiliated with the firm to select the Association as their “primary” Association.

              (5)   Designated REALTOR® Members.  Each firm (or office in the case of firms with multiple office locations) shall designate in writing one REALTOR® Member who shall be responsible for all duties and obligations of Membership including the obligation to arbitrate pursuant to Article 17 of the Code of Ethics and the payment of Association dues as established in Article X of the Bylaws.  The “Designated REALTOR®” must be a sole proprietor, partner, corporate officer or branch office manager acting on behalf of the firm’s principal(s) and must meet all other qualifications for REALTOR® Membership established in Article V, Section 2, of the Bylaws.

       (b)   Institute Affiliate Members.  Institute Affiliate Members shall be individuals who hold a professional designation awarded by an Institute, Society or Council affiliated with the National Association of REALTORS® that addresses a specialty area other than residential brokerage or individuals who otherwise hold a class of membership in such Institute, Society or Council that confers the right to hold office.  Any such individual, if otherwise eligible, may elect to hold REALTOR® Membership, subject to payment of applicable dues for such Membership.

       (c)   Affiliate Members.

              (1)   Affiliate Members shall be real estate owners and other individuals or firms who, while not engaged in the real estate profession as defined in paragraphs (a) or (b) of this Section, have interests requiring information concerning real estate, and are in sympathy with the objectives of the Association.

              (2)   Affiliate Membership shall also be granted to individuals licensed or certified to engage in real estate practice as broker principals who, if otherwise eligible, do not elect to hold REALTOR® Membership in the Association, provided the applicant is engaged exclusively in a specialty of the real estate business other than brokerage of real property, as defined in (a) or (b) of this Section.

       (d)   Walter Rose Life Members.  Any REALTOR® Member who has rendered exceptional or unusual service to the Association or has been recognized by the National Association of REALTORS® as a REALTOR® Emeritus, a recipient of the Distinguished Service Award, Past President of the National Association of REALTORS, or Past President of the Florida REALTORS® may become a Life Member upon recommendation by a REALTOR® Member and upon confirmation by the Board of Directors.

ARTICLE V - QUALIFICATION AND ELECTION

Section 1. Application.

       (a)   An application for membership shall be made on forms approved by the Board of Directors and made available to anyone requesting them.  The application form shall be submitted as prescribed by the Board of Directors, accompanied by an application fee as determined by the Board of Directors.

       (b)   The Board of Directors shall approve or deny an application.

       (c)   The application shall contain among the statements to be signed by the applicant:

              (1)   That the applicant will agree as a condition of membership to thoroughly familiarize himself or herself with the Code of Ethics of the National Association of REALTORS®, the Constitutions, Bylaws, and Rules and Regulations of the Association, the Florida REALTORS® and the National Association of REALTORS®, and if elected a Member, will abide by the Constitutions, Bylaws, and Rules and Regulations of the Association, the Florida REALTORS® and the National Association of REALTORS®.

              (2)   That the applicant agrees that the Association, through its Executive Committee or otherwise, may invite and receive information and comment about the applicant from any Member or other persons, and that the applicant agrees that any information and comment furnished to the Association by any person in response to the invitation shall be conclusively deemed to be privileged and shall not form the basis of any action for slander, libel, or defamation of character.  The applicant shall, with the form of application, have access to a copy of the Bylaws, Constitutions, Rules and Regulations, and Code of Ethics referred to above.

              (3)   If the applicant is a REALTOR® Member, that the applicant will agree to (i) abide by the Code of Ethics of the National Association of REALTORS®, including the obligation to arbitrate controversies arising out of real estate transactions as specified by Article 17 of the Code of Ethics, and as further specified in the Code of Ethics and Arbitration Manual of the National Association of REALTORS®, as from time to time amended; (ii) complete an indoctrination course covering the Bylaws, Rules and Regulations of the Association, the Bylaws of the Florida REALTORS®, and the Constitution, Bylaws and Code of Ethics of the National Association of REALTORS®; and (iii) pass such reasonable and nondiscriminatory written examination thereon as may be required.

Section 2.    Qualification.

       (a)   An applicant for REALTOR® Membership who is a sole proprietor, partner, corporate officer, or branch office manager of a real estate firm shall supply evidence satisfactory to the Board of Directors that he/she (i) is actively engaged and licensed in the real estate profession, (ii) maintains a current and valid real estate broker’s or sales associates license or is licensed or certified by the Florida Real Estate Commission to engage in the appraisal of real property, (iii) has a place of business within the State or a state contiguous thereto (unless a Secondary Member), (iv) has no record of official sanctions involving unprofessional conduct, (v) has no recent or pending corporate or personal bankruptcy within the last 3 years, (vi) agrees to complete a course of instruction covering the Bylaws and Rules and Regulations of the Association, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the National Association of REALTORS®, (vii) shall pass such reasonable and nondiscriminatory written examinations thereon as may be required by the Board of Directors, and (viii) shall agree that if elected to membership, he/she will abide by such Constitutions, Bylaws, Rules and Regulations, and Code of Ethics.

For purposes of these Bylaws, no record of official sanctions involving unprofessional conduct means that the Association may only consider judgements within the past three years of violations of (1) civil rights laws; (2) real estate license laws; (3) or other laws prohibiting unprofessional conduct against the applicant rendered by the courts or other lawful authorities.

Criminal convictions if (1) the crime was punishable by death or imprisonment in excess of one year under the law under which the applicant was convicted, and (2) no more than ten (10) years have elapsed since the date of the conviction or the release of the applicant from the confinement imposed for that conviction, whichever is the later date.

*For purposes of these Bylaws, no recent or pending bankruptcy means that the applicant or any real estate firm in which the applicant is a sole proprietor, general partner, corporate officer, or branch office manager, is not involved in any pending bankruptcy or insolvency proceedings or, has not been adjudged bankrupt in the past three years.  If a bankruptcy proceeding as described above exists, membership may not be rejected unless the Association establishes that its interests and those of its members and the public could not be adequately protected by requiring that the bankrupt applicant pay cash in advance for Association and MLS fees for up to one year from the date that membership is approved or from the date that the applicant is discharged from bankruptcy (whichever is later).  In the event that an existing Member initiates bankruptcy proceedings, the Member may be placed on a “cash basis” from the date that bankruptcy is initiated until one year from the date that the Member has been discharged from bankruptcy.

In compliance with Article IV, Section 2, of the National Association of REALTORS’® Bylaws, the Association shall not knowingly grant REALTOR® membership to any applicant who has an unfulfilled sanction pending which was imposed by another Aassociation of REALTORS® for violation of the Code of Ethics.

       (b)   Individuals who are actively engaged and licensed in the real estate profession other than as sole proprietors, partners, or corporate officers or branch office managers, in order to qualify for REALTOR® Membership, (i) 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 Association (if a Secondary Member), (ii) must maintain a current, valid real estate broker’s or sales associates license or be licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, (iii) shall complete a course of instruction covering the Bylaws and Rules and Regulations of the Association, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the National Association of REALTORS®, (iv) shall pass such reasonable and nondiscriminatory written examinations thereon as may be required by the Board of Directors, and (v) shall agree in writing that if elected to membership, he/she will abide by the Code of Ethics of the National Association of REALTORS®, and the Constitution, Bylaws, Rules and Regulations of the Association, the State Association and the National Association.

       (c)   The Association will also consider the following in determining an applicant’s qualifications for REALTOR® membership:

              (1) All final findings of Code of Ethics violations and violations of other membership duties in this or any other association within the past three (3) years.

              (2) Pending ethics complaints (or hearings)

              (3) Unsatisfied discipline pending

              (4) Pending arbitration requests (or hearings)

              (5) Unpaid arbitration awards or unpaid financial obligations to any other association or association MLS

                 (6)  Any misuse of the term REALTOR® or REALTORS® in the name of the applicant’s firm.

“Provisional” membership may be granted in instances where ethics complaints or arbitration requests (or hearings) are pending in other associations or where the applicant for membership has unsatisfied discipline pending in another association (except for violations of the Code of Ethics) provided all other qualifications for membership have been satisfied.  The Associations may reconsider the membership status of such individuals when all pending ethics and arbitration matters (and related discipline) have been resolved or if such matters are not resolved within six months from the date that provisional membership is approved.  Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of REALTOR® membership.  If a member resigns from another association with an ethics complaint or arbitration request pending, the association may condition membership on the applicant’s certification that he/she will submit to the pending ethics or arbitration proceeding (in accordance with the established procedures of the association to which the applicant has made application) and will abide by the decision of the hearing panel.

       (d)  Walter Rose Life Members may be proposed by any voting Member of the Association, subject to approval by the Board of Directors.  

Section 3.    Election.

       The procedure for election to membership shall be as follows:

(a)     The chief staff executive (or duly authorized designee) shall determine whether the applicant is applying for the

appropriate class of membership.  Applicants for REALTOR® membership may be granted provisional membership immediately upon submission of a completed application form and remittance of applicable association dues and any application fee.  Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of membership.  Provisional membership is granted subject to final review of the application by the Board of Directors.

(b)    If the Board of Directors determines that the individual does not meet all of the qualifications for membership as

established in the Association’s bylaws, or, if the individual does not satisfy all of the requirements of membership (for example, completion of a mandatory orientation program) within two scheduled classes from the Association’s receipt of their application, membership may, at the discretion of the Board of Directors, be terminated.  The Board of Directors shall vote on the applicant’s eligibility for membership.  If the applicant receives a majority vote of the Board of Directors, he/she shall be declared elected to membership and shall be advised by written notice.

(c)    The Board of Directors may not reject an application without providing the applicant with advance notice of the findings,

an opportunity to appear before the Board of Directors, to call witnesses on his/her behalf, to be represented by counsel, and to make such statements as he/she deems relevant.  The Board of Directors may also have counsel present.  The Board of Directors shall require that written minutes be made of any hearing before it or may electronically or mechanically record the proceedings.

(d)   If the board of directors determines that the application should be rejected, if shall record its reasons with

the chief staff executive (or duly authorized designee).  If the board of directors believes that denial of membership to the applicant may become the basis of litigation and a claim of damage by the applicant, it may specify that denial shall become effective upon entry in a suit by the association for a declaratory judgment by a court of competent jurisdiction of a final judgment declaring that the rejection violates no rights of the applicant.

Section 4.  Code of Ethics Orientation:

       (a)   Applicants for REALTOR® membership and provisional REALTOR® members shall complete an orientation program on the Code of Ethics of not less than two hours and thirty minutes of instructional time.  This requirement does not apply to applicants for REALTOR® membership or provisional members who have completed comparable orientation in another association, provided that REALTOR® membership has been continuous, or that any break in membership is for one year or less.

       (b)   Failure to satisfy this requirement within two scheduled Orientation classes (or, alternatively, the date that provisional membership was granted) will result in denial of the membership application or termination of provisional membership.

Section 5. REALTOR ® Code of Ethics Training:

(a)    Effective January 1, 2017, through December 31, 2018, and for successive two year periods thereafter, each REALTOR®

Member of the Association (with the exception of REALTOR® members granted REALTOR® Emeritus status by the National Association) shall be required to complete biennial ethics training of not less than two (2) hours and thirty (30) minutes of instructional time.  This requirement will be satisfied upon presentation of documentation that the member has completed a course of instruction conducted by this or another association, the State Association of REALTORS®, the National 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 two (2) year cycle shall not be required to complete additional ethics training until a new two (2) year cycle commences.

(b)   Failure to satisfy the required periodic ethics training shall be considered a violation of a membership duty.    Failure to meet the requirement in any two (2) year cycle will result in suspension of membership for the first two months (January and February) of the year following the end of any two (2) year cycle or until the requirement is met, whichever occurs sooner.  On March 1 of that year, the membership of a member who is still suspended as of that date will be automatically terminated.

Section 6.  Status Changes.

       (a)   A REALTOR® who changes the conditions under which he holds membership shall be required to provide written notification to the Association within 30 days.  A REALTOR® (non-principal) who becomes a principal in the firm with which he has been licensed or, alternatively, becomes a principal in a new firm which will be comprised of REALTOR® principals, may be required to satisfy any previously unsatisfied membership requirements applicable to REALTOR® (principal) members but shall, during the period of transition from one status of membership to another, be subject to all of the privileges and obligations of a REALTOR® (principal).  If the REALTOR® (non-principal) does not satisfy the requirements established in these Bylaws for the category of membership to which he/she has transferred within 30 days of the date he/she advised the Association of his/her change in status, his/her new membership application will terminate automatically unless otherwise so directed by the Board of Directors.  Reinstatement after 30 days may be affected by a fee as directed and determined by the Board of Directors.

 A REALTOR® who is transferring his/her license from one firm comprised of REALTOR® principals to another firm comprised of REALTOR® principals shall be subject to all of the privileges and obligations of membership during the period of transition.  If the transfer is not completed within 30 days of the date the Association is advised of the disaffiliation with the current firm, membership will terminate automatically unless otherwise so directed by the Board of Directors. (The Board of Directors, at its discretion, may waive any qualification which the applicant has already fulfilled in accordance with the Association’s Bylaws.)

       (b)   Any application fee related to a change in membership status shall be reduced by an amount equal to any application fee previously paid by the applicant.

       (c)   Dues shall be prorated from the first day of the month in which the Member is notified of the status change by the Board of Directors and shall be based on the new membership status for the remainder of the year.

ARTICLE VI - PRIVILEGES AND OBLIGATIONS

Section 1.    The privileges and obligations of Members, in addition to those otherwise provided in these Bylaws, shall be as specified in this Article VI.

 Section 2.    Any Member of the Association may be reprimanded, fined, placed on probation, suspended, or expelled by the Board of Directors for a violation of these Bylaws and Association Rules and Regulations consistent with these Bylaws, after a hearing as provided in the Code of Ethics and Arbitration Manual of the Association.  Although Members other than REALTOR® Members are not subject to the Code of Ethics or its enforcement by the Association, such Members are encouraged to abide by the principles established in the Code of Ethics of the National Association of REALTORS® and conduct their business and professional practices accordingly.  Further, Members other than REALTOR® Members may, upon recommendation of the Board of Directors, or upon recommendation by a hearing panel of the Professional Standards Committee, be subject to discipline as described above, for any conduct which in the opinion of the Board of Directors, applied on a non-discriminatory basis, reflects adversely on the terms REALTOR® or REALTORS® and the real estate industry, or for conduct that is inconsistent with or adverse to the objectives and purposes of the Association, the Florida REALTORS®, and the National Association of REALTORS®.

 Section 3.    Any REALTOR® Member may be disciplined by the Board of Directors for violations of the Code of Ethics or other duties of membership, after a hearing as described in the Code of Ethics and Arbitration Manual, provided that the discipline imposed is consistent with the discipline authorized by the Professional Standards Committee of the National Association of REALTORS® as set forth in the Code of Ethics and Arbitration Manual of the National Association.

 Section 4.    Resignations of Members shall become effective when received in writing by the Board of Directors, provided, however, that if the Member submitting the resignation is indebted to the Association for dues, fees, fines, assessments, or of any of its services, departments, divisions, or subsidiaries, the Association may condition the right of the resigning Member to reapply for membership upon payment in full of all such monies owed.

 Section 5.  If a Member resigns from the Association or otherwise causes membership to terminate with an ethics

complaint pending, 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 resigns or otherwise causes membership in all Boards to terminate 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 the disposition of the complaint is final.  In any instance where an ethics hearing is held subsequent to an ethic respondent’s resignation or membership termination, any discipline ratified by the Board of Directors shall be held in abeyance until such time as the respondent rejoins an association of REALTORS®.

If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration (or to mediation if required by the association) continues in effect even after membership lapses or is terminated, provided that the dispute arose while the former member was a REALTOR®.

Section 6.    REALTOR® Members.

(a)    REALTOR® Members, whether primary or secondary, in good standing whose financial obligations to the

Association are paid in full, shall be entitled to vote and hold elective office in the Association; may use the terms REALTOR® and REALTORS®, which use shall be subject to the provisions of Article VIII; and have the primary responsibility to safeguard and promote the standards, interests, and welfare of the Association and the real estate profession.  There shall be no proxy voting.

(b)    If a REALTOR® Member is a sole proprietor in a firm, a partner in a partnership or an officer in a corporation and is

suspended or expelled, the firm, partnership or corporation shall not use the term REALTOR® or REALTORS® in connection with its business during the period of suspension, or until readmission to REALTOR® Membership, or unless connection with the firm, partnership or corporation is severed, whichever may apply.  The membership of all other principals, partners, or corporate officers shall suspend or terminate during the period of suspension of the disciplined Member, or until readmission of the disciplined Member, or unless connection of the disciplined member with the firm, partnership, or corporation is severed, whichever may apply.  Further, the membership of REALTORS® other than principals who are employed by or affiliated as independent contractors with the disciplined member shall suspend or terminate during the period of suspension of the disciplined member or until readmission of the disciplined member or until connection of the disciplined member with the firm, partnership, or corporation is severed, or unless the REALTOR® member (non-principal) elects to sever his/her connection with the REALTOR® and affiliate with another REALTOR® member in good standing in the association, whichever may apply.

If a REALTOR® member who is other than a principal in a firm, partnership, or corporation is suspended or expelled, the use of the term REALTOR® or REALTORS® by the firm, partnership, or corporation shall not be affected.

Section 7.    Institute Affiliate Members.  Institute Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors consistent with the Constitution and Bylaws of the National Association of REALTORS®.  Institute Affiliate members cannot vote, hold office, participate in the Multiple Listing Service, or participate in committees; they may attend General Membership Meetings and participate in discussion.  They shall not have the right to use the term REALTOR® or the REALTOR® logo.  

Section 8.    Affiliate Members.  Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.  Affiliate members in good standing whose financial obligations to the Association are paid in full shall be entitled to vote for the election of Affiliate Directors and to seek and hold elective office as an Affiliate Director. Affiliate Members shall not have the right or privilege to use the term REALTOR®.

Section 9.     Walter Rose Life Members.  Life Members shall have the rights and privileges of REALTOR® Members.

Section 10. Certification by Designated REALTOR®.  Designated REALTOR® Members shall certify to the Association annually on a form provided by the Association, a complete listing of all individuals licensed or certified with the Designated REALTOR®’S firm(s), and shall designate a primary Association for each individual who holds membership.  Designated REALTORS® shall also identify any non-member licensees in the Designated REALTOR®’S office(s).  If Designated REALTOR® Dues have been paid to another association based on said non-member licensees, the Designated REALTOR® shall identify the association to which dues have been remitted.  These declarations shall be used for purposes of calculating dues under Article X, Section 2(a) of the Bylaws.  Designated REALTOR® Members shall notify the Association of any additional individual(s) licensed or certified with the firm(s) within 30 days of the date of affiliation or severance of the individual.

Section 11. Legal Liability Training.  Within two years of the date of election to membership, and every two years thereafter, each REALTOR® Member may be required by the Board of Directors to demonstrate that they have completed a course of instruction on antitrust and agency laws, civil rights laws, or the REALTORS® Code of Ethics, its interpretation and meaning and/or the procedures related to its enforcement.

       (a)   This requirement will be considered satisfied upon presentation of evidence that the Member has completed an educational program conducted by another Member board or association, the Florida REALTORS®, the National Association of REALTORS®, or any of its affiliated institutes, societies, or councils, or any other recognized educational institution which, in the opinion of the Board of Directors, is an adequate substitute for the training programs conducted by the Association.

       (b)   Failure to satisfy this requirement biennially will result in membership being suspended from the date it otherwise would be renewed until such time that the Member provides evidence of completion of the aforementioned educational requirements; provided that a Member may be terminated if this requirement is not satisfied within one hundred eighty (180) days from the renewal date.

Section 12. Suspensions, Resignations, Expulsions and Reinstatements.

       (a)   A Member suspended by the Board of Directors shall not have the right to vote or hold office or to use the term REALTOR® or REALTORS® during the period of suspension.  If a REALTOR® Member is a principal in a firm, partnership, corporation or trust, or an office manager under Article IV, Section 1(a)(2), that firm, partnership, corporation or trust shall not use the terms REALTOR® or REALTORS® in connection with its practice during the period of suspension, or until readmission to active membership, or unless and until the REALTOR® Member thus suspended or expelled has severed his/her connection with the firm, partnership, corporation or trust.  In order for the suspended or expelled REALTOR® Member to sever his/her connection with the firm partnership, corporation or trust, he/she must:

              (1)   Resign as an officer, director or officer manager of the firm, as applicable;

              (2)   Dispose of his/her stock or ownership interest, if any, to the end that he/she retains no control or voting rights within the firm; and

              (3)   Cease and desist from performing any duties or acts involving the supervision and direction of sales personnel. 

       (b)   In the event such suspended or expelled REALTOR® Member fails or refuses to sever his/her connection as herein defined, the memberships of all other principals, partners, or corporate officers associated with the firm, partnership, corporation or trust, shall be subject to suspension or termination during the period of suspension or termination of said REALTOR® Member.

       (c)   The membership of REALTORS® other than principals who are employed by or affiliated as independent contractors with the suspended or expelled Member shall suspend or terminate during the period of suspension of the suspended or expelled Member or until readmission of such Member or until connection of such Member with the firm, partnership, or corporation is severed, or unless the REALTOR® Member (non-principal) elects to sever his/her connection with the Member and affiliate with another REALTOR® Member in good standing in the Association, whichever may apply.  If a REALTOR® Member who is other than a principal in a firm, partnership, or corporation is suspended or expelled, the use of the terms REALTOR® or REALTORS® by the firm, partnership, or corporation shall not be affected.

       (d)   Notwithstanding the foregoing, any REALTOR® Member other than the REALTOR® Member suspended or expelled shall have the right to notice and hearing as provided in the Code of Ethics and Arbitration Manual before such suspension or termination of Membership shall be effective.

       (e)   In any action taken against a REALTOR® Member for suspension or expulsion under this Section 12, notice of such action shall be given to all REALTORS® employed by or affiliated as independent contractors with such REALTOR® Member and they shall be advised that the provisions in this Section 12 shall apply.

       (f)    If a REALTOR® Member is a principal in a firm, partnership or corporation and is suspended or expelled, the firm, partnership, or corporation shall not use the terms REALTOR® or REALTORS® in connection with its business during the period of suspension or until readmission to REALTOR® Membership, or unless connection with the firm, partnership, or corporation is severed, whichever may apply.

       (g)   A Member may submit a letter of resignation of membership to the Board of Directors and, upon payment of all financial obligations to the Association, upon payment of all awards in arbitration, and upon submission to pending ethics proceedings, the Board of Directors shall accept the resignation.

       (h)   A former Member may be reinstated to membership within six months of resignation or termination by a majority vote of the Board of Directors without payment of an additional application fee, and without attending the indoctrination course.

Section 13.   Harassment

       Any Member of the Association may be reprimanded, placed on probation, suspended or expelled for harassment of an Association employee or Association Officer, Director or Member after an investigation in accordance with the procedures of the Association.  As used in this Section, harassment means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonably interfering with an individual’s work performance by creating a hostile, intimidating or offensive work environment.   The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the President, President Elect, and one member of the Board of Directors selected by the highest-ranking officer not named in the complaint, upon consultation with legal counsel for the Association.  Disciplinary action may include any sanction authorized in the Association’s Code of Ethics and Arbitration Manual.  If the complaint names the President, or President elect, they may not participate in the proceedings and shall be replaced by the Immediate Past President or, alternatively, by another member of the Board of Directors selected by the highest-ranking officer not named in the complaint.

Note:  Suggested procedures for processing complaints of harassment are available online through http://www.REALTOR.org, or from the Member Policy Department. (Amended 5/08)

ARTICLE VII - PROFESSIONAL STANDARDS AND ARBITRATION

Section 1.   The responsibility of the Association and of Association Members relating to the enforcement of the Code of Ethics, the disciplining of Members, and the arbitration of disputes, and the organization and procedures incident thereto, shall be governed by the Code of Ethics and Arbitration Manual of the National Association of REALTORS®, as amended from time to time, which is by this reference incorporated into these Bylaws, provided, however, that any provision deemed inconsistent with state law shall be deleted or amended to comply with state law.

Section 2.  It shall be the duty and responsibility of every REALTOR® Member of this Association to abide by the Constitution and Bylaws and the Rules and Regulations of the Association, the Constitution and Bylaws of the Florida REALTORS®, the Constitution and Bylaws of the National Association of REALTORS®, and to abide by the Code of Ethics of the National Association of REALTORS®, including the duty to arbitrate controversies arising out of real estate transactions as specified by Article 17 of the Code of Ethics, and as further defined and in accordance with the procedures set forth in the Code of Ethics and Arbitration Manual of the National Association as from time to time amended.

Section 3. The responsibility of the Association and of Association members relating to the enforcement of the Code of Ethics, the disciplining of members, the arbitration of disputes, and the organization and procedures incident thereto, shall be consistent with the cooperative professional standards enforcement agreement entered into by the Association, which by this reference is made a part of these Bylaws.

ARTICLE VIII - USE OF THE TERMS REALTOR® AND REALTORS®

Section 1.  Use of the terms REALTOR® and REALTORS® by members shall at all times be subject to the provisions of the Constitution and Bylaws of the National Association of REALTORS® and to the Rules and Regulations prescribed by its Board of Directors.  The Association shall have the authority to control, jointly and in full cooperation with the National Association of REALTORS®, use of the terms within its jurisdiction.  Any misuse of the terms by members is a violation of a membership duty and may subject members to disciplinary action by the Board of Directors after a hearing as provided for in the Association’s Code of Ethics and Arbitration Manual.

Section 2.  REALTOR® Members of the Association shall have the privilege of using the terms REALTOR® and REALTORS® in connection with their places of business within the State or a state contiguous thereto so long as they remain REALTOR® Members in good standing.  No other class of Members shall have this privilege.

Section 3.  A REALTOR® Member who is a principal of a real estate firm, partnership, or corporation may use the terms REALTOR® and REALTORS® only if all of the principals of such firm, partnership, or corporation who are actively engaged in the real estate profession within the State or a State contiguous thereto are REALTOR® Members of the Association or Institute Affiliate members as described in Section 1(b) of Article IV.

In the case of a REALTOR® Member who is a principal of a real estate firm, partnership, or corporation whose business activity is substantially all commercial, the right to use the term REALTOR® or REALTORS® shall be limited to office locations in which a principal, partner, corporate officer, or branch office manager of the firm, partnership, or corporation holds REALTOR® membership.  If a firm, partnership, or corporation operates additional places of business in which no principal, partner, corporate officer, or branch office manager holds REALTOR® membership, the term REALTOR® or REALTORS® may not be used in any reference to those additional places of business.

Section 4.    Institute Affiliate Members shall not use the terms REALTOR® or REALTORS®, or the imprint of the emblem seal of the National Association of REALTORS®.

ARTICLE IX - STATE AND NATIONAL MEMBERSHIPS

Section 1.    The Association shall be a Member of the National Association of REALTORS® and the Florida REALTORS®.  By reason of the Association’s Membership, each REALTOR® Member of the Association shall be entitled to membership in the National Association of REALTORS® and the Florida REALTORS® without further payment of dues.  The Association shall continue as a Member of the State and National Associations, unless by a majority vote of all of its REALTOR® Members, decision is made to withdraw, in which case the State and National Associations shall be notified at least one month in advance of the date designated for the termination of such membership.

Section 2.    The Association recognizes the exclusive property rights of the National Association of REALTORS® in the terms REALTOR® and REALTORS®.  The Association shall discontinue use of the terms in any form in its name, upon ceasing to be a Member of the National Association, or upon a determination by the Board of Directors of the National Association of REALTORS® that it has violated the conditions imposed upon the terms.

Section 3.    The Association adopts the Code of Ethics of the National Association of REALTORS® and agrees to enforce the Code among its REALTOR® Members.  The Association and all of its Members agree to abide by the Constitution, Bylaws, Rules and Regulations, and policies of the National Association of REALTORS® and the Florida REALTORS®.

ARTICLE X - DUES AND ASSESSMENTS

Section 1.    Application Fee.  The Board of Directors may adopt an application fee for REALTOR® Membership, in a reasonable amount, not to exceed three times the amount of the annual dues for that class of membership. 

Section 2.    Dues.  The annual dues of Members shall be as follows:

(a)     Designated REALTOR® Members.  The annual dues of each Designated REALTOR® Member shall be in such  

amount as established annually by the Board of Directors, plus an additional amount to be established annually by the Board of Directors times the number of real estate sales associates and licensed or certified appraisers who (1) are employed by or affiliated as independent contractors, or who are otherwise directly or indirectly licensed with such REALTOR® member, and (2) are not REALTOR® members of any association in the state or a state contiguous thereto or Institute Affiliate members of the association.  

 In calculating the dues payable to the Association by a Designated REALTOR® Member, non-member licensees as defined in Section 2(a)(1) and (2) of this Article shall not be included in the computation of dues if the Designated REALTOR® has paid dues based on said non-member licensees in another association in the State of Florida, or a state contiguous thereto, provided the Designated REALTOR® notifies the Association in writing of the identity of the Association to which dues have been remitted.   In the case of a Designated REALTOR® Member in a firm, partnership, or corporation whose business activity is substantially all commercial, any assessments for non-member licensees shall be limited to non-Member licensees affiliated with the Designated REALTOR® (as defined in (1) and (2) of this paragraph) in the office where the Designated REALTOR® holds membership, and any other offices of the firm located within the jurisdiction of this Association.

       (b)   REALTOR® Members.  The annual dues of each REALTOR® Member other than the Designated REALTOR® shall be an amount determined annually by the Board of Directors.

For the purpose of this Section, a REALTOR® Member shall be held to be any Member who has a place or places of business within the State of Florida or a State contiguous thereto and who, as a principal, partner, or 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 of REALTORS®.  An individual shall be deemed to be licensed with a REALTOR® Member if the license of the individual is held by the REALTOR® Member, or by any broker who is licensed with the REALTOR® Member, or by any entity in which the REALTOR® Member 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 2(a)(1) of this Article X) 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.

A REALTOR® Member with a direct or indirect ownership interest in an entity engaged exclusively in soliciting and/or referring clients and customers to the REALTOR® Member 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, managing, counseling or appraising real property.  The individuals disclosed on such form shall not be deemed to be licensed with the REALTOR® Member filing the form for purposes of this Section and shall not be included in calculating the annual dues of the Designated REALTOR® Member (see Section 2(a) of this Article X).  Designated REALTORS® shall notify the association within three (3) days of any change in status of licensees in a referral firm.

Membership dues shall be prorated for any licensee included on a certification form submitted to the Association who during the same calendar year applies for REALTOR® membership in the Association.  However, membership dues shall not be prorated if the licensee held REALTOR® membership during the preceding calendar year.

       (c)   Institute Affiliate Members.  The annual dues of each Institute Affiliate Member shall be as established in Article II of the Bylaws of the National Association of REALTORS®.

       (d)   Affiliate Members and Licensed Affiliate Members.  The annual dues of each Affiliate Member and Licensed Affiliate Member shall be in such amount as established annually by the Board of Directors.

       (e)   Walter Rose Life Members.  Life Members shall pay no dues other than those based on non-Association member sales associates.

       (f)    REALTOR® Emeritus.  Upon approval by the Board of Directors of the National Association of REALTORS®, any member that has held membership in the National Association as a REALTOR®, REALTOR®-Associate, or a combination of both, for a cumulative period of 40 years in one or more Associations of REALTORS® is eligible for REALTOR® Emeritus status.    The criteria for becoming a REALTOR® Emeritus will require at least one year of serving on a national committee, which includes serving as a Director, or serving as a Federal Political Coordinator (FPC).  A provision is allowed for state or local association service in lieu of national service for eligibility for REALTOR® Emeritus status.  This provision will be sunset after 2019.  Upon approval by the Board of Directors of the National Association of REALTORS®, no further payment of local, state or national dues is necessary to the National Association of REALTORS® by the Association of which the REALTOR® Emeritus is a member.  The dues waiver does not take effect until the following ‘dues season.’  REALTOR® Emeritus members are exempt from the Biennial Ethics Training requirement.  A standard certification form (provided by NAR) is necessary to begin the approval process for a REALTOR® Emeritus candidate, which is to be filled out by the Association.  Any available documentation that would provide reasonable substantiation of 40 years’ membership and committee service should be attached to the form.  After the approval, each REALTOR® Emeritus member will receive a congratulatory letter, certificate and 40-year REALTOR® Emeritus lapel pin.  This packet will be sent to the association to present to their members.

Section 3.    Dues Payable.

       (a)   Dues for all Members shall be payable annually in advance on or before 5:00 p.m. (EST), October 31st.  Dues, fees, etc. which fall due on a weekend or holiday, will be accepted through the next business day.  Dues shall be computed from the date of application and granting of provisional membership. Local dues for the first year of membership shall be prorated monthly.  State and National dues attributable to the members shall be prorated on the basis required by those organizations.

       (b)   In the event the membership of a REALTOR® or Licensed or certified appraiser who holds REALTOR® membership is suspended or terminated for nonpayment of dues and remains with a Designated REALTOR’S® firm, the dues obligation of the Designated REALTOR® (as set forth in Article X, Section 2a) 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 30 days of the notice of termination.

Section 4.    Assessments.  In the event of extraordinary or dire emergency or wherein emergency action is required for the protection of the rights of members and property owners, an assessment of the membership upon approval of the Board of Directors may be made.

Section 5.    Nonpayment of Financial Obligations.

       (a)   If dues, fees, fines, charges, or other assessments including amounts owed to the Association, are not paid on the due date, the nonpaying Member is subject to suspension at the discretion of the Board of Directors. If such dues, fees, fines, charges, or other assessments are left unpaid one month after the due date, membership of the nonpaying Member may be terminated at the discretion of the Board of Directors.  However, no action shall be taken to suspend or expel a Member for nonpayment of disputed amounts until the accuracy of the amount owed has been confirmed by the Board of Directors.  A former Member who has had his membership terminated for nonpayment of dues, fees, fines, or other assessments duly levied in accordance with the provisions of these Bylaws or the provisions of other Rules and Regulations of the Association or any of its services, departments, divisions or subsidiaries may apply for reinstatement in a manner prescribed for new applicants for membership, after making payment in full of all accounts due as of the date of termination.

       (b)   The Board of Directors may take such action as it deems appropriate, including instituting legal action to collect dues, fees, charges and assessments owed the Association, and receive, in addition, its reasonable attorney’s fees and court costs.

       (c)   No rebate of any dues payable to the Association, including that portion equal to the amount of the Association’s state and national dues attributable to the Member which have been paid, shall be made to any Member upon termination of membership for any cause except at the sole discretion of the Board of Directors for good cause shown.

Section 6.    Notice of Delinquent Dues, Fees, Fines, Assessments, and Other Financial Obligations of Members.  All dues, fees, fines, assessments, or other financial obligations to the Association shall be noticed to the delinquent Association Member in writing setting forth the amount owed and due date.

Section 7.      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.

Section 8.  The dues of REALTOR® Members who are REALTOR® Emeritus (as recognized by the National Association of REALTORS®), Past Presidents and Past Treasurers of the National Association of REALTORS®, recipients of the NAR Distinguished Service Award, or Walter Rose Lifetime Award recipients, shall be as determined by the Board of Directors.

 

ARTICLE XI - OFFICERS AND BOARD OF DIRECTORS

Section 1.    Officers.

(a)      The elected officers of the Association shall be a President; President-Elect; Treasurer; and a Secretary.  All officers

shall be REALTOR® Members in good standing.  A Past President shall not be eligible for election as an officer.  All officers are by election except that of President. The President-Elect serves the term for which elected and succeeds to the office of President the following year. 

       (b)   The officers shall have such powers and duties as usually pertain to their respective offices as well as such powers and duties as may from time to time be conferred by the Board of Directors.

              (1)   PRESIDENT. The President, shall be the chief elected officer and shall be the presiding officer at meetings of the Association, the Board of Directors, and the Executive Committee. The President may sign with other proper officers of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Association; and in general the President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

            (2)     PRESIDENT-ELECT.  The President-Elect, shall perform such duties and responsibilities as are assigned by the President and the Board of Directors and, in the absence or inability of the President to perform the duties of the office of President, the President-Elect shall perform such duties.  The President-Elect shall succeed to the office of President in the event of the death, disability, removal from office, or resignation of the President.    In such case the President-Elect shall fill the unexpired term of the President and, in addition, shall then succeed to the office of the President for a full term. The President Elect shall serve as Chairman of the Strategic Planning Committee and in consultation with the Chief Executive Officer and President, shall monitor the strategic plan and report to the Board of Directors at its regular meeting.

              (3)   TREASURER.  The Treasurer, shall have such titles, duties, and responsibilities as assigned by the Board of Directors or the President. The Treasurer shall serve as Chairman of the Budget and Finance Committee and, in consultation with that Committee and the Chief Executive Officer, shall prepare a budget for the ensuing fiscal year and give financial reports of the Association at meetings of the members and to the Board of Directors at its regular meeting.

            (4)      SECRETARY.  The Secretary shall have such titles, duties, and responsibilities as assigned by the Board of Directors or President.  The Secretary shall be appointed Vice Chairman of the Strategic Planning Committee.

Section 2.  Qualifications

(a)    All officers shall meet the following qualifications:

(1)    A REALTOR® member in good standing.

(2)    Served at least two (2) consecutive years as an Association Director.  President-Elect candidate shall have

  served at least three years of the previous five years as an Association Director.

(3)    Active as a Florida REALTOR® Director.

(4)    Have no FREC violations on their record within the preceding five (5) years.

(5)    Have no personal Code of Ethics violations on their record within the preceding two (2) years.

(6)    Have served on Budget and Finance or Strategic Planning Committee within the last two (2) years.

(7)    The President and President Elect must attend and participate in the Florida Realtors Mid-Winter and

            Annual Meetings, Great American Realtor Days and the National Association of Realtors Mid-Year and

     Annual Meetings.  The association shall reimburse the President and President-Elect in accordance with the

     travel policy.

(8)    Agree to a criminal background check to be reviewed by the Human Resource Department, which shall only

  be used in connection with approving or denying an application in accordance with policy.

        (b)   For purposes of determining the above service qualifications of candidates for officer positions under these Bylaws, a candidate’s current year of service shall be considered a completed year of service.

Section 3.    Board of Directors.

       (a)   The governing body of the Association shall be the Board of Directors consisting of the elected officers, the Immediate Past President, twelve elected REALTOR® members of the Association and shall include one Affiliate Member and up to two appointed Directors appointed by President per Sections 4 and 5 below.  The Chief Executive Officer shall be an ex-officio, non-voting member of the Board of Directors and also shall serve as corporate secretary.

              (1)   The Immediate Past President shall be the one who most recently served a full term in the office of President of the Association and is willing to serve.

              (2)   All Officers and Directors, except the Chief Executive Officer and any Affiliate Director, shall be REALTOR® Members of the Association in good standing at the time of election and at all times during service as an Officer/Director.

              (3)   No more than 25% of the Board of Directors can be representatives of any one brokerage firm.  This requirement shall be satisfied at the time of qualification.

              (4)   No Director or Officer serving the Association shall be an officer or director of another association of Florida REALTORS®, and any Director or Officer currently serving in the Association who shall be elected and chooses to hold office in another association of Florida REALTORS®, upon installation to such other office, automatically shall cease to be a Director or officer, as applicable, of the Association, and such vacancy shall be filled in accordance with the provisions of Article XI, Section 9.  

(b)    The Board of Directors shall establish policies, monitor the financial affairs of the Association, approve contracts, and

engage in strategic planning.  The Board may delegate certain of its authority and responsibility to the Executive Committee or the President.

Section 4.    Elected Directors.   Twelve (12) REALTORS® shall be elected by REALTOR® Members to staggered three-year terms with four Directors in each staggered term.  Elected Directors shall serve for no more than two consecutive three-year terms and shall not be eligible for reelection as an elected Director for at least one year thereafter.  In no case, shall an Elected Director serve for more than seven (7) consecutive years, which may include two elected terms. and one (1) one-year appointment, or such other combination of elected and appointed terms not exceeding seven (7) consecutive years. For purposes of determining the above service qualifications of candidates for elected director positions under these Bylaws, a candidate’s current year of service shall be considered a completed year of service.

(a)       All Elected Directors shall meet the following qualifications:

(1)   A REALTOR® member in good standing.

(2)   Completed a leadership training course offered by the Association (or its equivalent), by the end of their first

              year on the Board of Directors.

(3)   Served on an Association Committee, task force or forum for a cumulative amount of not less than two

              years.

(4)   Be a member of the ORRA Honor Society by the end of their first year on the Board of Directors.

(b)        All Directors, who do not complete the qualifications above, shall be subject to removal, pending review by, and

at the discretion of, the Board of Directors.

Section 5.    Elected Affiliate Director-at-Large.  One Affiliate Member shall be elected by REALTOR® Members and Affiliate Members to a two-year term (the “Elected Affiliate Director”).  The elected Affiliate shall have been a Member of the Association for at least three years immediately prior to election and must have served on at least two different Association committees, PAG’s, task forces, etc. in the three years immediately preceding election.  The Elected Affiliate Director shall serve for no more than two consecutive two-year terms and shall not be eligible for reelection as an Elected Affiliate Director for at least one year thereafter.  The Elected Affiliate Director shall have full voting privileges except on Professional Standards or Grievance matters, shall be screened through the Association’s Qualifications Committee process and must attend new member orientation to be considered as a candidate.  The Elected Affiliate Director must have completed a leadership training course offered by the Association (or its equivalent) and be a member of the Honor Society by the end of his/her first year on the Board of Directors, or otherwise shall be subject to removal, upon review by, and at the discretion of, the Board of Directors.

Section 6.    Appointed One Year At-Large Directors.   The President may recommend, by December 31 of each year, up to two additional REALTOR® members for appointment to one-year terms as at-large Directors to serve during his/her chairmanship/presidency, subject to confirmation of the Board of Directors (each an “Appointed Director”).  These appointments shall be used as necessary to help ensure that the composition of the Board of Directors more accurately reflects the membership.  Each Appointed Director shall be a REALTOR® Member in good standing, must have completed a leadership training course offered by the Association (or its equivalent) and be a member of the Honor Society by the end of his/her first year on the Board of Directors, or otherwise shall be subject to removal, pending review by the Board of Directors.

Section 7.    Duties.  The duties of the Officers and Directors shall be as described in the Policies and Procedures manual and as may be assigned by the Board of Directors.

Section 8.    Election of Officers and Elected Directors.

(a)    On or before June 1 each year, Members shall be provided notice of the annual election of Officers and Directors and the

opportunity to seek election for a position for which he or she is eligible.  Members who desire to seek election shall complete a “Consent to Serve Form”, notifying the Association of the position for which they seek election and their willingness to serve.  A member may seek only one position. “Consent to Serve Forms” must be received by the Association in the manner designed by the Board of Directors, on or before noon on the third Thursday in June, unless a different date and time is designated by Board of Directors.  

(b)     Any Member in good standing, who meet the qualifications above, and whose dues have

been paid for the current fiscal year, may seek election to the Board of Directors for an Elected Director or Officer position. 

(c)     “Consent To Serve Forms” for the election of Officers and Elected Directors shall be reviewed by a Qualifications

Committee composed of seven people with a quorum of five necessary to conduct business.  The composition of the Qualifications Committee shall include the Immediate Past President.of the Board who shall serve as committee chairman, (ii) the President, (iii) the President-Elect, (iv) one Elected Director representative from each staggered Director class (elected by the members of each class), and (v) one at-large member chosen by the President-Elect.  There shall also be appointed one alternate from each staggered Director class chosen by that class and confirmed by the Board of Directors.  If the Immediate Past President is not available for such position, the most immediately available Past President shall be appointed.  The Qualifications Committee shall not screen its own Members for a Director or Officer position.  No more than two members from the same firm shall serve on the Qualifications Committee or serve more than two consecutive one-year terms.  Qualifications Committee service shall be announced in April of each year, with appointments selected by the May Board of Directors meeting.

(d)     The Qualifications Committee shall interview each candidate to ensure he/she is deemed qualified to hold the office

he/she is running for; notice of all candidates qualified to serve as Officers and Directors by electronic means to all members by August 30.   All candidates deemed qualified by the Qualifications Committee may run in the general election.   

(e)     The Annual Election shall take place in September.  Election shall be by electronic ballot and contain the positions by

category and the names of candidates for each officer or director position listed alphabetically by last name.  The electronic voting period shall commence the last five consecutive business days in September and end at 5:00 p.m. on the 5th day.  The election results shall be confidential until announced at the Annual Election. 

(f)      Election shall be by plurality.  Candidates receiving the highest number of votes in each Director position shall

be declared elected for the longest term.   In the event of a tie vote for any position, a run-off election shall be held.  If an elected Director seeks election to an Officer position and is not elected, his/her remaining term is not affected by that failure to win election to an Officer position.  

Section 9.  Term of Office.

       (a)   Term of office for Elected Directors - Elected Directors shall serve for a term of no more than three (3) years or until their successor is elected and shall begin on January 1 following the election.  Elected Directors may serve no more than two consecutive terms.

(b)       Officers -The term of office for each officer shall be one year or until the successor is elected and shall begin on

 January 1 following  the election.  Unless otherwise provided herein, no officer shall serve more than one term.

       (c)   Affiliate Directors -

              (1)   The term of office for each Affiliate Director shall be two years or until the successor is elected and shall begin on the January 1 following the election.

              (2)   No Affiliate Director shall serve for more than two consecutive one-year terms.  Service equaling or exceeding one-half term or more shall be considered a full term. 

Section 10.  Vacancies.

       (a)   Officers.

              (1)   A vacancy in the office of President shall be filled by the President-Elect who shall thereafter serve as provided in Section 1.(b)(2) of this Article XI.    

              (2)   A vacancy in the office of President-Elect shall remain vacant until the next annual election.

               (3)   A vacancy in the office of Treasurer or Secretary, shall be filled by the President’s recommendation and ratified by the Board of Directors by majority vote until a new Secretary or Treasurer is elected by the members. 

       (b)   Directors.

              (1)   Vacancies among Directors, shall be filled by a majority vote of the Board of Directors, upon nomination by the President and those thus elected shall serve until the next annual election. 

              (2)   If a director is absent from any two regularly scheduled meetings of the Board of Directors during any 12-month period without being excused by the President, or in the event a director is absent from any three (3) regularly scheduled meetings during any 12-month period, regardless of excuse, the Board of Directors may remove such director by majority vote of the remaining directors. Officers and Directors must be in attendance for the majority of the Board of Director’s Meetings to be counted as attended.

Section 10.  Removal of Officers or Directors.  In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, or has violated the bylaws of the Association and will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure.  Any Officer or Director removed from office may not re-apply for any officer or director position for a period of three years.

(a)     A petition to remove an Officer or Director which is signed by a majority of the members of the Board of Directors shall be

filed with the President (or if the President is the subject of the petition, then with the President -Elect), and shall specifically set forth the reasons the Officer or Director is deemed disqualified from further service.

(b)     Upon receipt of the petition, and not less than twenty days or more than forty-five days thereafter, a special meeting of the

Board of Directors shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director and render a decision on such petition.

       (c)   The special meeting shall be noticed to the entire Board of Directors at least ten days prior to the meeting and shall be conducted by the President unless the President is the subject of the meeting.  In such case, the President-Elect will conduct the meeting.  Provided a quorum is present, a three-fourths vote of the Board of Directors present and voting (excluding the affected Officer or Director) shall be required for removal from office.

ARTICLE XII-MEETINGS

Section 1.    Membership.

       (a)   The Association shall conduct at least one Membership meeting per annum.  Membership meetings may be called at any time, provided 10 days’ notice is delivered to the membership.

       (b)   Prior written notice shall be given to Members entitled to participate in Special meetings.  Special meetings of the Association shall be held at the call of the Board of Directors or upon the written request of any fifty (50) REALTOR® members entitled to vote.  If a special meeting is called, it shall be accompanied by a written statement of the purpose of the meeting and the members shall be notified, where possible, at least 72 hours prior to the date of the meeting.  All notices may be sent by first class mail or in any other manner as provided by the Florida Statutes, as amended.

       (c)   A quorum for a membership or special membership meeting will be those REALTOR® members present.

Section 2.    Board of Directors.

       (a)  MEETINGS.  The Board of Directors shall provide by resolution the time and place for the holding of regular meetings of the Association without other notice than such resolution.  Special meetings of the Board of Directors shall be called by the President or upon the request of at least five (5) Directors.  Notice of any special meetings of the Board of Directors shall be given at least three (3) business days previously thereto by telephone, email or by electronic means or as otherwise provided, to each Director.  The attendance of a Director at any such meeting shall constitute a waiver of notice of such meeting, excepting where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.  Meetings of the Board of Directors may be held by means of video conferencing, conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting shall constitute presence in person at such a meeting, except where a person participates in the meeting with the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

                   (b)   A teleconference meeting of the Board of Directors may be held at such time as the President of the Board may determine with at least three (3) business days’ notice. For special meetings, action shall be limited to those items noticed in the call for the meeting.

       (c)   A quorum for regular, special or teleconference meetings shall be at least 51% of all Directors eligible to vote.

       (d)   Director voting by electronic means.  When a decision needs to be made that cannot be delayed until the regular or special meeting of the Board of Directors, a vote may be taken by electronic means limited to facsimile, or e-mail, at the direction of the President.  In the event such vote is necessary, unanimous approval of all members of the Board of Directors shall be required for adoption of a motion.

ARTICLE XIII- COMMITTEES

Section 1.    Committees, Task Forces, Forums. The President may appoint committees, task forces, and forums from among the REALTOR® Members and Affiliate Members.  The President may remove any committee member with or without cause.  Appointments to the Professional Standards Committee and Grievance Committee shall be consistent with the cooperative professional standards enforcement agreement of the Association.

Section 2.    Executive Committee. 

       (a)   The Executive Committee shall consist of (i) the President, (ii) the President-Elect, (iii) the Treasurer, (iv) the Secretary, (v) the Immediate Past President, and (vi) one member of the Board of Directors who shall be appointed annually by the Board of Directors (the “Appointed Executive Committee Member”).  The Appointed Executive Committee Member shall serve for no more than two consecutive one-year terms.  The Chief Executive Officer shall be an ex-officio, non-voting member of the Executive Committee.

       (b)   The Executive Committee shall be under the direction and control of the Board of Directors.  The Executive Committee has the authority to take action between meetings of the Board as authorized within the guidelines of established policy as approved by the Board of Directors.

       (c)   Meetings of the Executive Committee shall be held upon the call of the President or upon written request of any three (3) members of the Executive Committee with no less than twenty-four (24) hours notice, unless waived by all members of the Executive Committee.

       (d)   The quorum for meetings of the Executive Committee shall be four (4) voting members of the Executive Committee.

Section 3.    Organization.  All committees shall be of such size and shall have such duties, functions, and powers as may be assigned to them by the President or the Board of Directors and as set forth in the Policies and Procedures Manual.

Section 4.    The President shall be an ex-officio member of all committees except for the Nominating, Grievance and Professional Standards Committees.

Section 5.    A quorum for a scheduled and announced standing committee shall consist of at least twenty-five percent of the voting membership of such committee.

Section 6.      Action without Meeting.  Any committee may act by unanimous consent in writing without a meeting.  The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more of the members of the committee.                         

Section 7.      Attendance by Telephone.  Members of a committee may participate in any meeting through the use of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other.  Such participation shall be at the discretion of the Chairman/President and shall constitute presence at the meeting. 

ARTICLE XIV - FINANCE

Section 1.    The Fiscal Year of the Association shall be January 1 to December 31.            

Section 2.    All monies received by the Association for any purpose shall be deposited in a federally insured financial institution or institutions selected by the Board of Directors, or shall be invested in the name of the Association in securities or other investment vehicles consistent with the investment policy of the Association, as approved by the Board of Directors.

Section 3.    The Board of Directors shall approve a budget prior to the beginning of each ensuing fiscal year and shall administer the finances of the Association in consultation with the Chief Executive Officer and other officers of the Association.

Section 4.    Special Funds.  The Board of Directors may establish special funds for the purposes stated below:

       (a)   Legal Action Fund.  There may be a fund called the Legal Action Fund which shall be maintained at a minimum level set by the Board of Directors.   It shall be used for the purposes listed herein when authorized by the Board of Directors.

              (1)   Enforcement of the Bylaws, Rules and Regulations, Code of Ethics and Arbitration Manual of the National Association of REALTORS®;

              (2)   Defense of the Association;

              (3)   Support of members, after consultation and recommendation of the Association attorney, in cases that would affect REALTORS® as a group or the Association;

              (4)   Legal action necessary to defend or oppose legislation at the local, state and national level such as that may affect the Association and its Membership; and

              (5)   Other expenditures as deemed appropriate by the Board of Directors.

       (b)   Issues Mobilization Fund.  This fund may be established for use in support of or opposition to public policy issues directly or indirectly affecting the real estate business in the Association’s jurisdiction or the Association in general.

       (c)   Political Action Committee Funds.  Only political action committee funds as returned from the Florida REALTORS® political action fund shall be used to support candidates for political office under procedures approved by the Board of Directors.  Contributions to candidates for local office shall be limited to Florida REALTORS® Political Action Committee funds or to non-cash in-kind contributions from an Association sponsored Political Action Committee.

Section 5.      Audit Committee.  The President shall appoint an Audit Committee whose purpose is to assist the Board in overseeing the integrity of the financial statements of the Association; assist the Association with compliance of legal and regulatory requirements; review the Association’s independent auditors’ qualifications and independence; and review the performance of the independent auditors. 

       (a)   The Committee shall be comprised of at least three (3) but not more than five members, each of whom must be independent by virtue of: (i) not receiving compensation from the Association and (ii) being free of any relationship that, in the opinion of the Board, would interfere with his/her exercise of independent judgment.  The Treasurer shall be a member of the Audit Committee.  No officer of the Association other than the Treasurer may serve on the Audit Committee.  Not more than one (1) member from any one brokerage firm may serve as a member of the Audit Committee at one time.  Members serving on the Committee shall be financially literate, as interpreted by the Board in its business judgment (or shall become financially literate within a reasonable period of time after their appointment).

       (b)   The members of the Audit Committee, other than the Treasurer, shall be appointed by the President with approval of the Board, and serve at the pleasure of the Board.  The Board has the sole authority to remove Audit Committee members and to fill vacancies on the Audit Committee.  The President will appoint the chairperson, with Board approval, who shall have accounting or related financial management expertise or experience, as the Board interprets this qualification in its business judgment.

ARTICLE XV - OFFICE

Section 1.    Board Office.

        (a)   The day-to-day business at the office shall be under the direction of the Chief Executive Officer who shall be selected by the Board of Directors and work under the supervision of the President. 

       (b)   Funds shall be allocated in the budget for necessary personnel and other expenses of operating the office.

       (c)   The Chief Executive Officer shall be bonded by a surety company in the amount set by the Board of Directors, and the cost of the bond shall be paid by the Association.

Section 2.    The Chief Executive Officer.   There shall be a Chief Executive Officer, appointed by the Board of Directors, who shall be the chief administrative officer of the Association.   The chief staff executive shall have the authority to hire, supervise, evaluate and terminate other staff, if any, and shall perform such other duties as prescribed by the Board of Directors.   

ARTICLE XVI - RULES OF ORDER

Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Association, its Board of Directors and committees, in all instances wherein its provisions do not conflict with these Bylaws.

ARTICLE XVII - AMENDMENTS

Section 1.    These Bylaws may be amended by an affirmative 2/3 vote of the REALTOR® Members present and qualified to vote at any meeting at which a quorum is present, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting.  In addition, the Board of Directors may amend these Bylaws without vote of the members if the amendment is (i) mandated by the Board of Directors of the National Association of REALTORS®, is not required by Florida law to be included in the articles of incorporation, and relates to the Association’s name, objectives, jurisdiction, professional standards, arbitration, use of the terms REALTOR® and REALTORS®, admission or qualification of REALTOR® and Institute Affiliate Members, state and national membership, rules of order, or dissolution; or (ii) is recommended by the Board of Directors or legal counsel of the National Association of REALTORS® to bring these Bylaws into compliance with existing National Association rules, regulations, or member policies.

Section 2.    All meetings at which amendments are to be considered shall be noticed by printed or electronic means to every Member eligible to vote at least 10 business days prior to the meeting.

Section 3.      Amendments to these Bylaws affecting the admission or qualification of REALTOR® and Institute Affiliate Members, the use of the terms REALTOR® and REALTORS®, or any alteration in the territorial jurisdiction of the Association shall become effective upon their approval as authorized by the Board of Directors of the National Association of REALTORS®.

ARTICLE XVIII- DISSOLUTION

 Upon the dissolution of this Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to the Florida REALTORS® or within its discretion, to any other non-profit tax-exempt organization.

ARTICLE XIX - MULTIPLE LISTING

Section 1.     Authority:  The Association shall provide for the use of its members a Multiple Listing Service.  Members have the option of utilizing this service and paying the cost according to the Rules and Regulations of the Service.  Participants and users shall abide by the Bylaws and Rules and Regulations of the MLS.

Section 2.     Shareholder:  The Association shall be a Shareholder in the MLS, if applicable.

Section 3.     Directors:  The Association shall have Directors on the MLS Board of Directors.  Such Directors shall be appointed by the Association’s Board of Directors in accordance with the Bylaws of the MLS.  All Directors shall hold primary Realtor membership in the Association and either be a Participant in the MLS or a subscriber affiliated with a Participant.  The MLS Directors shall report all MLS issues back to the Association’s Board of Directors.

Section 4.     Service Center Fee:  The Association shall set the local service center fee for Participants and Users of the MLS who are members of the Association.  Such fee shall be assessed by the MLS and remitted to the Association in accordance with the Service Center Agreement between the Association and MLS.

ARTICLE XX - INDEMNIFICATION

Each person who at any time shall serve, or shall have served, as a director, officer, employee or agent of the association and such other persons as specified from time to time by the board of directors, shall be entitled to indemnification as and to the fullest extent permitted by Chapter 617 of the Florida Corporations Not for Profit Act or any successor statutory provision, as from time to time amended.  The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which those indemnified may be entitled.

ARTICLE XXI – OTHER ORGANIZATIONS AND PARTNERSHIPS

Section 1.      Upon approval of the Board of Directors, the Association may establish from time to time such for-profit or not-for-profit entities, whether as wholly owned subsidiaries or as joint venture partnerships, as may be needed to accomplish the stated objectives of the organization.

 

 

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