I - NAME
SECTION 1. NAME.
The name of this organization shall be the San Antonio Board of REALTORS®, Inc., hereinafter referred to as the "Board".
SECTION 2. REALTORS®.
Inclusion and retention of the Registered Collective Membership Mark REALTORS® in the name of the Board shall be governed by the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS® as from time to time amended.
II ‑ OBJECTIVES
The objectives of the Board are:
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 with the TEXAS ASSOCIATION OF 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®.
III ‑ JURISDICTION
SECTION 1.
The territorial jurisdiction of the Board as a Member of the NATIONAL ASSOCIATION OF REALTORS® is: San Antonio and the Counties of Bexar and Kendall, in the State of Texas.
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 Board agrees to protect and safeguard the property rights of the NATIONAL ASSOCIATION in the terms.
IV ‑ MEMBERSHIP
SECTION 1.
There shall be the following classes of Members:
(a) REALTOR® Members. 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 office in the state of Texas or a state contiguous thereto. 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 (except as provided in the following paragraph) in a Board of REALTORS® within the state or a state contiguous thereto 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 board in which one of the firm's principals holds REALTOR® membership, shall be required to hold REALTOR® membership unless otherwise qualified for Institute Affiliate Membership as described in Section 1(b) of Article IV. (Amended 1/05)
NOTE: REALTOR® Members may obtain membership in a "secondary" Board in another state.
(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. 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 NAR Constitution and Bylaws. Such individual shall enjoy all of the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics) EXCEPT: obligations related to Board mandated education, meeting attendance, or indoctrination classes or other similar requirements; the right to use the term REALTOR® in connection with their franchise organization’s name; the right to hold elective office in the local Board, State Association and National Association.
(4) Primary and Secondary REALTOR® Members. An individual is a primary member if the Board pays state and National dues based on such Member. An individual is a secondary Member if state and National dues are remitted through another Board. One of the principals in a real estate firm must be a Designated REALTOR® Member of the Board in order for licensees affiliated with the firm to select the Board as their "primary" Board.
(5) Designated REALTOR® Members. Each firm (or office in 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 Board 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. 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 Board. They shall not be eligible to vote or hold elective office in this Board.
(d) Life Membership. A Life Membership may be conferred upon a REALTOR® Member who has been in good standing for at least 25 years combined service as a REALTOR®‑Associate and REALTOR® Member or twenty five years as a REALTOR® Member and have attained the age of sixty‑five (65) years. During those twenty five years the Member must have rendered extraordinary services to the Board, and to the profession as an officer or director, having served in either capacity for at least three consecutive years, or in committee service having served as a committee chairperson for a minimum of three years. Recommendations for this, the highest recognition of service the Board can offer, should be made to the Past Presidents' (Chairman of the Board) Council, who will determine eligibility and make recommendations to the Board of Directors.
SECTION 2.
(a) A proposal to confer membership specified in paragraph (d) above shall originate in the Past Presidents' (Chairman of the Board) Council. To become effective, such membership must be approved by a majority of a quorum of the Board of Directors.
(b) REALTOR® Emeritus Membership shall be awarded by NAR upon recommendation by Past Presidents' (Chairman of the Board) Council.
V ‑ ELECTION AND QUALIFICATION
SECTION 1. APPLICATION.
Application for membership shall be made in such manner and form as may be prescribed by the Board of Directors and made available to anyone requesting it. The application form shall contain among the statements to be signed by the applicant (1) that applicant agrees as a condition of membership to thoroughly familiarize himself/herself with the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, the Constitutions, Bylaws, and Rules and Regulations of the Board, the State and National Associations, and if elected a Member, will abide by the Constitutions and Bylaws and Rules and Regulations of the Board, State and National Associations, and if a REALTOR® Member, will 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, and (2) that applicant consents that the Board, may invite and receive information and comment about applicant from any Member or other persons, and that applicant agrees that any information and comment furnished to the Board by any person in response to the invitation shall be conclusively deemed to be privileged and 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, Constitution, Rules and Regulations, and Code of Ethics referred to above.
SECTION 2. QUALIFICATIONS.
(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 that he is actively engaged in the real estate profession and maintains a current valid real estate brokers or salesperson's license or is licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property or as a licensed, certified or trainee appraiser, has no record of recent or pending bankruptcy*, has no record of official sanctions involving unprofessional conduct**, agrees to complete an orientation course covering the Bylaws, and Rules and Regulations of the Board, the Bylaws of the State Association and the Constitution and Bylaws and the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and shall pass such reasonable and nondiscriminatory written examination thereon as may be required by the Committee and shall agree that if elected to membership, he will abide by such Constitution, Bylaws, Rules and Regulations and Code of Ethics.
**NO RECORD OF OFFICIAL SANCTIONS INVOLVING UNPROFESSIONAL CONDUCT is intended to mean that the Board may only consider judgments within the past three (3) years of violations of (1) civil rights laws; (2) real estate license laws; and (3) or other laws prohibiting unprofessional conduct against the applicant rendered by the courts or other lawful authorities.
(b) Individuals who are engaged in the real estate profession other than as sole proprietors, partners, corporate officers, or branch office managers, in order to qualify for REALTOR® Membership, shall at the time of application be associated either as an employee or as an independent contractor with a Designated REALTOR® Member of the Board or as a Designated REALTOR® Member of another Board (if a Secondary Member) and must maintain a current valid real estate broker's or salesperson's license or be licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property or as a licensed, certified or trainee appraiser, has no record of official sanctions involving unprofessional conduct*, shall complete a course of instruction covering the Bylaws and Rules and Regulations of the Board, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and shall pass such reasonable and nondiscriminatory written examinations thereon as may be required by the Board of Directors and shall agree in writing, that if elected to membership he will abide by such Constitution, Bylaws, and Rules and Regulations and the Code of Ethics. (Amended 5/07)
**NO RECORD OF OFFICIAL SANCTIONS INVOLVING UNPROFESSIONAL CONDUCT is intended to mean that the Board may only consider judgments within the past three (3) years of violations of (1) civil rights laws; (2) real estate license laws; and (3) or other laws prohibiting unprofessional conduct against the applicant rendered by the courts or other lawful authorities.
(c) The Board/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 any other associations 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.
SECTION 3. ELECTION.
The procedure for election to membership shall be as follows:
(a) The Board of Directors shall determine whether the applicant is applying for the appropriate class of membership. It shall then give written notice to the REALTOR® Members of such application and invite written comment. If one or more of the REALTOR® Members object to the approval of the application, basing such objection on lack of qualification as set forth in these Bylaws, the Board of Directors shall invite any objecting Member to appear and substantiate his objections. Objections which are not substantiated shall be totally disregarded. The Board of Directors may not find objections substantiated without (1) informing the applicant in advance, in writing, of the objections and identifying the objecting Member, and (2) giving the applicant a full opportunity to appear before the Committee and establish his qualifications. The Board of Directors shall thereafter make a written report of its findings. The Board of Directors shall conduct all proceedings with strict attention to the principles of due process and compliance with the Bylaws of the Board.
(b) The Board of Directors shall review the qualifications of the applicant and the applicant's eligibility for membership.
(c) The Board of Directors may not reject an application without providing the applicant with advance notice of the findings and recommendations and an opportunity to appear before the Board of Directors, to call witnesses in his behalf, to be represented by counsel and to make such statements as he 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, it shall record its reasons with the Secretary/Treasurer. If the Board of Directors believes that denial of membership to the applicant may become the basis of litigation and a claim for damage by the applicant, it may specify that denial shall become effective upon entry in a suit by the Board 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. NEW MEMBER CODE OF ETHICS ORIENTATION.
Applicants for REALTOR® membership 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 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.
Failure to satisfy this requirement within ninety (90) days of the date of application will result in denial of the membership application.
NOTE: Orientation programs must meet the learning objectives and minimum criteria established from time to time by the NATIONAL ASSOCIATION OF REALTORS®. (Adopted 1/01)
SECTION 5. CONTINUING MEMBER-CODE OF ETHICS TRAINING.
Every four years 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 quadrennial ethics training of not less than two hours and thirty 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 four year cycle shall not be required to complete additional ethics training until a new four year cycle commences. Failure to satisfy this requirement shall be considered a violation of a membership duty for which REALTOR® membership shall be suspended until such time as the training is completed.
Failure to meet the requirement for the second (2005 through 2008) cycle and subsequent four (4)-year cycles will result in suspension of membership for the first two months (January and February) of the year following the end of any four (4)-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. (Adopted 1/01, Amended 5/05)
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 Board 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 they have transferred within 30 days of the date they advised the Board of their change in status, their new membership application will terminate automatically unless otherwise so directed by the Board of Directors.
NOTE: The Board of Directors, at its discretion, may waive any qualification which the applicant has already fulfilled in accordance with the Board's Bylaws.
A REALTOR® who is transferring their 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 board is advised of the disaffiliation with the current firm, membership will terminate automatically unless otherwise so directed by the Board of Directors.
(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 election by the Board of Directors and shall be based on the new membership status for the remainder of the year.
VI ‑ PRIVILEGES AND OBLIGATIONS
SECTION 1.
The privileges and obligations of Members, in addition to those otherwise provided in these Bylaws, shall be specified in this Article.
SECTION 2.
Any Member of the Board may be reprimanded, fined, placed on probation, suspended, or expelled by the Board of Directors for a violation of these Bylaws and Board Rules and Regulations consistent with these Bylaws, after a hearing as provided in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®. Although Members other than REALTORS® are not subject to the Code of Ethics nor its enforcement by the Board, 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 REALTORS® may, upon recommendation of the Membership Committee, 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 nondiscriminatory 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 local Board, the State Association, and the NATIONAL ASSOCIATION OF REALTORS®.
SECTION 3.
Any REALTOR® Member of the Board 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 of the NATIONAL ASSOCIATION OF REALTORS®, 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 any Member submitting the resignation is indebted to the Board for dues, fees, fines, or other assessments of the Board or any of its services, departments, divisions, or subsidiaries, the Board 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 Board or otherwise causes membership to terminate with an ethics complaint pending, that Board of Directors may condition the right of the resigning Member to reapply for membership upon the applicant's certification that he/she will submit to the pending ethics proceeding and will abide by the decision of the hearing panel.
(a) If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration 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 San Antonio Board of REALTORS®, Inc., are paid in full shall be entitled to vote and hold elective office in the Board.
(b) Only REALTOR® Members may use the terms REALTOR® or REALTORS®, which use shall be subject to the provisions of Article VIII.
(c) REALTOR® Members have the primary responsibility to safeguard the standards, interests and welfare of the Board and the real estate profession.
(d) 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 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, or management control is relinquished, 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, or unless the REALTOR® who is suspended or expelled removes himself from any form or degree of management control of the firm for the term of the suspension or until readmission to membership, whichever may apply. Removal of an individual from any form or degree of management control must be certified to the Board by the Member who is being suspended or expelled and by the individual who is assuming management control, and the signatures of such certification must be notarized. In the event the suspended or expelled Member is so certified to have relinquished all form or degree of management control of the firm, the membership of other partners, corporate officers, or other individuals affiliated with the firm shall not be affected, and the firm, partnership or corporation may continue to use the terms REALTOR® and REALTORS® in connection with its business during the period of suspension or until the former Member is admitted to membership in the Board. The foregoing is not intended to preclude a suspended or expelled Member from functioning as an employee or independent contractor, providing no management control is exercised. Further the membership of REALTORS® other than principals who are employed 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 unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or management control is relinquished, or unless the REALTOR® Member (non‑principal) elects to sever his connection with the REALTOR® and affiliate with another REALTOR® Member in good standing in the Board, whichever may apply.
(e) If a REALTOR® Member other than a sole proprietor in a firm, partner in a partnership, or an officer of a corporation is suspended or expelled, the use of the terms REALTOR® or REALTORS® by the firm, partnership or corporation shall not be affected.
(f) In any action taken against a REALTOR® Member for suspension or expulsion under Section 6(d) hereof, 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 Article VI, Section 6(d) shall apply.
SECTION 7. INSTITUTE AFFILIATE MEMBERS.
Institute Affiliate Members shall have such rights and privileges and be subject to such obligations prescribed by the Board of Directors consistent with the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.
NOTE: Local associations establish the rights and privileges to be conferred on Institute Affiliate Members except that no Institute Affiliate Member may be granted the right to use the term REALTOR®, REALTOR®-ASSOCIATE, or the REALTOR® logo; to serve as Chairman of the Board of the local association; or to be a participant in the local association's Multiple Listing Service.
SECTION 8. AFFILIATE MEMBERS.
Affiliate Members shall have such rights and privileges and be subject to such obligations prescribed by the Board of Directors.
SECTION 9. LIFE MEMBERS.
Life Members are REALTOR® Members who shall have the same privileges and obligations as REALTOR® Members except payment of local dues.
SECTION 10. CERTIFICATION BY REALTOR®.
"Designated" REALTOR® Members of the Board shall certify to the Board during the month of December on a form provided by the Board, a complete listing of all individuals licensed or certified in the REALTOR®s office(s) and shall designate a primary Board for each individual who holds membership. Designated REALTORS® shall also identify any non‑member licensees in the REALTOR®s office(s) and if Designated REALTOR® dues have been paid to another Board based on said non‑member licensees, the Designated REALTOR® shall identify the Board 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 also notify the Board 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. HARASSMENT.
Any Member of the Board may be reprimanded, placed on probation, suspended or expelled for harassment of a Board or MLS employee, or Board Officer or Director after an investigationin accordance with the procedures of the Board. 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 investigating team comprised of the Chairman of the Board, and Chairman‑elect and/or Secretary/Treasurer and one member of the Board of Directors selected by the highest ranking officer not named in the complaint, upon consultation with counsel for the Board. If the complaint names the Chairman of the Board, Chairman‑elect or Secretary/Treasurer, they may not participate in the proceedings and shall be replaced by the Immediate Past Chairman of the Board or, alternatively, by another member of the Board of Directors selected by the highest ranking officer not named in the complaint.
VII ‑ PROFESSIONAL STANDARDS AND ARBITRATION
SECTION 1.
The responsibility of the Board and of Board 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 Board to abide by the Constitution and Bylaws and the Rules and Regulations of the Board, the Constitution and Bylaws of the State Association, 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 OF REALTORS® as from time to time amended.
SECTION 3.
The responsibility of the Board and the Board 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 Board, which by this reference is made a part of these Bylaws.
VIII ‑ USE OF THE TERMS REALTOR®
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 Board shall have 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. (Amended 5/06)
SECTION 2.
REALTOR® Members of the Board 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® or 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 or Institute Affiliate Members as described in Section 1(b) of Article IV.
(a) 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. (Amended 1/01)
SECTION 4.
Institute Affiliate members shall not use the terms REALTOR® or REALTORS®, nor the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS®.
IX ‑ STATE AND NATIONAL MEMBERSHIPS
SECTION 1.
The Board shall be a Member of the NATIONAL ASSOCIATION OF REALTORS® and the TEXAS ASSOCIATION OF REALTORS®. By reason of the Board's Membership, each REALTOR® Member of the Member Board shall be entitled to membership in the NATIONAL ASSOCIATION OF REALTORS® and the TEXAS ASSOCIATION OF REALTORS® without further payment of dues. The Board 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 Board recognizes the exclusive property rights of the NATIONAL ASSOCIATION OF REALTORS® in the terms REALTOR® and REALTORS®. The Board 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 that it has violated the conditions imposed upon the terms.
SECTION 3.
The Board adopts the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and agrees to enforce the Code among its REALTOR® Members. The Board and all of its Members agree to abide by the Constitution, Bylaws, Rules and Regulations, and policies of the NATIONAL ASSOCIATION and the TEXAS ASSOCIATION OF REALTORS®.
X ‑ DUES, FEES AND FINANCE
SECTION 1. APPLICATION FEE.
The Board of Directors may adopt an application fee which shall be announced between October 1 and October 30 of each calendar year for the ensuing year in reasonable amount, not exceeding three times the amount of the annual dues for REALTOR® Membership which shall be required to accompany each application for REALTOR® Membership and which shall become the property of the Board upon final approval of the application.
SECTION 2. DUES.
Annual dues shall be determined each year by the Board of Directors and notification given between October 1 and October 30 for the ensuing year, such dues to be effective for the ensuing year only.
(a) 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 salespersons and licensed or certified appraisers or as a licensed, certified or trainee appraiser 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 Board in the state or a state contiguous thereto or Institute Affiliate Members of the Board. In calculating the dues payable to the Board by a Designated REALTOR® Member, non‑member licensees as defined in (1) and (2) above shall not be included in the computation of dues if the Designated REALTOR® has paid dues based on said non‑member licensees in another Board in the state or a state contiguous thereto, provided the Designated REALTOR® notifies the Board in writing of the identity of the Board 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 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 board. * (Amended 1/05)
(1) For the purpose of this Section, a REALTOR® Member of a Member Board shall be held to be any Member who has a place or places of business within the state or a state contiguous thereto and who, as a principal, partner, corporate officer or branch office manager of a real estate firm, partnership, or corporation, is actively engaged in the real estate profession as defined in Article III, Section 1, of the Constitution of the NATIONAL ASSOCIATION OF REALTORS®. An individual shall be deemed to be licensed with a REALTOR® if the license of the individual is held by the REALTOR®, or by any broker who is licensed with the REALTOR®, or by any entity in which the REALTOR® has a direct or indirect ownership interest and which is engaged in other aspects of the real estate business (except as provided for in Section 2 (a) (1) hereof) provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, corporate officer, or branch office manager of the entity.
A REALTOR® with a direct or indirect ownership interest in an entity engaged exclusively in soliciting and/or referring clients and customers to the REALTOR® for consideration on a substantially exclusive basis shall annually file with the association on a form approved by the association a list of the licensees affiliated with that entity and shall certify that all of the licensees affiliated with the entity are solely engaged in referring clients and customers and are not engaged in listing, selling, leasing, managing, counseling or appraising real property. The individuals disclosed on such form shall not be deemed to be licensed with the REALTOR® filing the form for purposes of this Section and shall not be included in calculating the annual dues of the Designated REALTOR®.
Membership dues shall not be prorated for any licensee included on a certification form submitted to the association who during the same calendar year applies for REALTOR® or REALTOR-Associate® membership in the association. However, membership dues shall not be prorated if the licensee held REALTOR® or REALTOR-Associate® membership during the preceding calendar year. (Amended 5/03)
(b) REALTOR® Members. The annual dues of REALTOR® Members other than the Designated REALTOR® shall be as established annually by the Board of Directors.
(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®.
NOTE: The Institutes, Societies and Councils of the National Association shall be responsible for collecting and remitting dues to the National Association for Institute Affiliate Members ($75.00). The National Association shall credit $25.00 to the account of a local association for each Institute Affiliate Member whose office address is within the assigned territorial jurisdiction of that association, provided, however, if the office location is also within the territorial jurisdiction of a Commercial Overlay Board (COB), the $25.00 amount will be credited to the COB, unless the Institute Affiliate Member directs that the dues be distributed to the other board. The National Association shall also credit $25.00 to the account of state associations for each Institute Affiliate Member whose office address is located within the territorial jurisdiction of the state association. Local and state associations may not establish any additional entrance, initiation fees or dues for Institute Affiliate Members, but may provide service packages to which Institute Affiliate Members may voluntarily subscribe. (Amended 1/02)
(d) Affiliate Members. The annual dues of each Affiliate Member shall be as established annually by the Board of Directors.
SECTION 3. DUES PAYABLE.
Dues for all Members shall be payable annually in advance of the first day of December, except Members shall be permitted to prepay dues beginning October 1. Applications for memberships shall also be accompanied by payment of the dues, the amount of which shall be calculated on a monthly basis prorated for the year, computed and paid as of the first day of the month in which the application is filed.
(a) In the event a sales licensee or licensed or certified appraiser or as a licensed, certified or trainee appraiser who holds REALTOR® membership is dropped for nonpayment of Board dues, and the individual remains with the Designated REALTOR®s firm, the dues obligation of the "Designated" REALTOR® (as set forth in Article X, Section 2, (a)) 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. TRANSFER FEE.
Upon any change in membership records due to change of location, change of name, etc., the Board shall be notified in writing, and the Member shall pay a transfer fee to the Board as determined by the Board of Directors. Such notification and payment of transfer fee shall be made within five (5) days after the date of such transfer.
SECTION 5. NONPAYMENT OF FINANCIAL OBLIGATIONS.
If dues, fees, fines or other assessments including amounts owed to the Board or the Board's Multiple Listing Service are not paid within one (1) month after the due date, the nonpaying Member is subject to termination at the discretion of the Board of Directors. Such action shall become final ten days after giving written notice of the action unless, within that time and subject to acceptance by the Board of Directors, the amount due is paid. If the action of the Board of Directors has become final, the dropped Member may apply for reinstatement in the manner prescribed for new applicants for membership.
SECTION 6. DEPOSITS AND EXPENDITURES.
Deposits and expenditures of funds shall be in accordance with policies established by the Board of Directors.
SECTION 7. NOTICE OF DUES, FEES, FINES, ASSESSMENTS AND OTHER FINANCIAL OBLIGATIONS OF MEMBERS.
All dues, fees, fines, assessments, or other financial obligations to the Board or Board Multiple Listing Service shall be noticed to the delinquent Board Member in writing setting forth the amount owed and due date.
SECTION 8.
The dues of REALTOR® Members who are REALTOR® Emeriti (as recognized by the National Association), Past Presidents of the National Association or recipients of the Distinguished Service Award shall be as determined by the Board of Directors.
SECTION 9. AUDIT.
At the end of each fiscal year, and at any other time that the Directors may determine, the accounts of the Treasurer shall be audited by such committee or Certified Public Accountants as may be designated by the Directors.
SECTION 10. AUDIT DISCLOSURE.
Within 30 days after completion of the annual audit, copy of complete financial statement resulting from such audit shall be publicly posted at the Board Office for inspection of the membership and notice of this posting shall be given by publication of said posting for 30 days.
XI ‑ OFFICERS AND DIRECTORS
SECTION 1. OFFICERS.
The elective officers of the Board shall be REALTOR® Members of the Board and shall be: Chairman of the Board, Chairman-elect, and Secretary/Treasurer. They shall be elected for terms of one year. All of said officers shall be Members of the Board of Directors for the ensuing year. The Chairman of the Board and Chairman-elect shall have had at least one year of service as a Member of the Board of Directors, either present or past. Any officer may be elected from the group of retiring Directors and will continue to serve on the Board of Directors so long as they are duly elected to one of the officer positions. A hold-over officer is one who has served two (2) consecutive three-year terms and is not eligible to run for re-election as a Director. Any officer except Chairman of the Board and Chairman-elect may succeed himself/herself in office if duly elected. No Director shall be eligible to serve as Chairman of the Board or Chairman-elect who has been a REALTOR® Member of the San Antonio Board of REALTORS®, Inc., less than two years as of the time of taking office.
SECTION 2. DUTIES OF OFFICERS.
The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors. It shall be the particular duty of the Secretary/Chief Executive Officer to keep the records of the Board and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the Texas Association of REALTORS®. In the event the office of Chairman of the Board is vacated, the Chairman‑elect will assume duties of the office of Chairman of the Board until a meeting of the Board of Directors is called to elect a new Chairman of the Board. Said meeting shall be called within two weeks from the date of vacancy. A vacancy in any other office shall be filled by the Board of Directors at their next regular meeting after vacancy occurs.
SECTION 3. BOARD OF DIRECTORS.
The governing body of the Board shall be a Board of Directors consisting of 18 REALTOR® Members of the Board, serving staggered three (3) year terms, plus any hold‑over officer, immediate past Chairman of the Board, and any ex‑officio member(s) as appointed by the Chairman of the Board and ratified by the Board of Directors. Ex-officio member(s) shall not be eligible to vote nor hold elective office in this board.
SECTION 4. DUTIES OF DIRECTORS.
The Board of Directors as the governing body of the Board shall have general supervision over its activities and business affairs, provided such general powers shall be exercised to further the objectives of the Board. A quorum of the Board of Directors consists of a simple majority of the Directors. Each member of the Board of Directors shall be notified of all regular and special meetings; and, whenever practicable, be advised in advance of the matters to be considered.
The Board of Directors shall have the power to censure, place on probation, suspend or expel any Member who fails to observe the Rules and Regulations of the Board; provided, however, that such Members shall first have been given an opportunity for a fair hearing before the Board of Directors or a committee appointed for this purpose.
The Board of Directors shall have authority, through its Secretary/Treasurer or President/Chief Executive Officer, to collect such dues and assessments as are established. An annual budget shall be adopted by the Directors not later than the third regular Directors' meeting of the fiscal year. The expenditures shall, insofar as practicable, be made in accordance therewith.
All finances and property of the Board shall be the charge of the Directors, who shall designate a depository for Board funds and may make such investments as are deemed advisable.
The Board of Directors may employ an executive officer or officers who shall have such titles as may be assigned and who shall have such duties and powers as the Directors may prescribe. The Directors may also retain legal counsel and employ such other persons as are necessary to the proper conduct of the Board's business.
The Board of Directors shall designate an address as the official headquarters and office for the Board.
All contracts or other instruments obligating or binding the Board in any manner shall be signed by the Chairman of the Board or President/Chief Executive Officer and attested by the Corporate Secretary after approval thereof by the Board of Directors. No Director or Officer, individually, shall have the authority to bind the Board to debts in any manner, or to make contracts or other obligations, oral or written.
SECTION 5. NOMINATIONS AND ELECTION OF DIRECTORS.
Nominations shall be limited to Members in good standing who shall have been Members of the Board for at least one year at the time of commencement of their proposed terms of office, and made as follows: A Nominating Committee consisting of the two most recent past Chairman of the Board once removed plus one alternate capable of serving and in addition to the two most recent past Chairmen, the Chairman of the Board shall select four members from the current Board of Directors and four from the general membership and two alternates. No more than two from the same company from the group of eight (8). Other than past Chairmen, there shall be no more than one member from the same company. The Committee shall be ratified by the Board of Directors. A quorum for the Nominating Committee is seven (7). Alternates are required to attend the meetings to ensure a quorum is met. In order to run from the floor, an individual must have gone through the interview process. The Chairman of the Nominating Committee shall be the most recent past Chairman of the Board once removed. No member of the Nominating Committee shall be a candidate for any elected position in which the Committee will be considering. They shall present a report of six (6) REALTOR® Members and a REALTOR® member(s) for any unexpired term, (if applicable) as nominees which shall be published in order drawn by lot to the General Membership at least one week prior to the regular business meeting of the General Membership held on or before September 1 of each year. Election of directors may be conducted by electronic means, in accordance with procedures established by the Board of Directors. To this list of nominees may be added nominations by petition. The REALTOR® must have filed for a position and been interviewed during the normal candidate interview process in order to be considered a petition candidate. If the candidate was considered but not selected by the Nominating Committee, petition candidate must file a petition with 5% of the REALTOR® membership (at time of filing) signing said petition. Said petitions must be presented to the Secretary/Treasurer for verification of signatures no later than 5:00 p.m. on the Monday before the regular business meeting of the General Membership held in August. Said "verified" petitions must be presented to the Secretary/Treasurer at the regular business meeting of the General Membership held in August. If no petitions are received, the six REALTOR® Members and REALTOR® member(s) to fill any unexpired term, (if applicable) presented as nominees by the Nominating Committee will be elected by acclamation by those present at the regular business meeting of the General Membership held on or before September 1 of each year. If a verified petition is presented then the total number of nominees thus named shall be printed upon a ballot or other vehicle as approved by the Board of Directors which shall be provided to each REALTOR® Member in good standing, within ten (10) days following the aforementioned business meeting. Suitable notation shall be made on such ballot to indicate which nominees were offered by petition and which by the Nominating Committee. Upon such ballot each REALTOR® Member shall indicate a maximum of six, minimum of four, REALTOR® Member nominees of his/her choice and return the ballot to the election judges within 15 days. The Members shall vote by secret ballot, either by mail or in person, according to such rules as the Directors may adopt. The six REALTOR® Member candidates receiving the highest number of votes shall be declared elected. The next highest vote obtainer(s) shall be elected to fill any unexpired terms, if applicable.
In the case of a tie in the last place of nominees, the election shall be by lot under the direction of the election judge.
The election judges shall be three REALTOR® Members, one of whom shall be the Corporate Secretary and shall be appointed by the Chairman of the Board at least thirty days prior to the election. The judges shall prepare the ballots, canvass the election and report the final election results in the first publication of the Board's newsletter after tabulations of the results. Terms of the elected directors shall begin on January 1 of the year following their election.
After serving a second term, no outgoing Director shall be eligible for re‑election or appointment for a period of one year from the expiration of his/her elected term of office.
SECTION 6. NOMINATIONS AND ELECTION OF OFFICERS.
The Board of Directors shall meet with at least ten (10) days notice of the Nominating Committee's Report to elect Officers, a Chairman‑elect, and a Secretary/Treasurer. All of said officers shall be members of the Board of Directors, except as provided in this Article of the Bylaws, shall serve a term of one year beginning January 1 of the year following their election, and may succeed themselves in office if duly elected. No Director shall be eligible to serve as Chairman of the Board or Chairman‑elect who has been a REALTOR® Member of the San Antonio Board of REALTORS® less than two years at the time of taking office.
Candidates for the various offices of the Board shall be nominated by a Committee comprised of the two most recent past Chairmen once removed, willing and able to serve plus one alternate. In addition to the two most recent past Chairmen, the Chairman of the Board shall select four members from the current Board of Directors and four from the general membership and two alternates. No more than two from the same company from the group of eight (8). Other than past Chairmen, there shall be no more than one member from the same company. The Committee shall be ratified by the Board of Directors. A quorum for the Nominating Committee is seven (7). Alternates are required to attend the meetings to ensure a quorum is met. In order to run from the floor, an individual must have gone through the interview process.
The Nominating Committee will present their slate of officers to the Board of Directors with at least ten (10) days notice prior to Board of Director's meeting in order to elect a Chairman-Elect, Secretary/Treasurer and two Members-at-Large on the Executive Committee.
SECTION 7. VACANCIES.
Vacancies among the Officers and the Board of Directors shall be appointed by the Chairman of the Board and ratified by a simple majority vote of the Board of Directors. Appointed officers or directors shall fill the remaining calendar year of the unexpired term.
SECTION 8. REMOVAL OF OFFICERS AND DIRECTORS.
In removal of Officers and Directors other than through the automatic procedures provided in Article XII, Section 2, in the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:
(a) A petition requiring the removal of an Officer or Director and signed by not less than one‑third of the voting membership or a majority of all Directors shall be filed with the Chairman of the Board, or if the Chairman of the Board is the subject of the petition, with the next‑ranking officer, and shall specifically set forth the reasons the individual is deemed to be disqualified from further service.
(b) Upon receipt of the petition, and not less than twenty (20) days or more than forty‑five (45) days thereafter, a special meeting of the voting membership of the Board shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition.
(c) The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall be conducted by the Chairman of the Board unless the Chairman's continued service in office is being considered at the meeting. In such case, the next‑ranking officer will conduct the meeting of the hearing by the Members. Provided a quorum is present, a three‑fourths vote of Members present and voting shall be required for removal from office.
SECTION 9.
The Board of Directors of the San Antonio Board of REALTORS® may, upon such terms and conditions as it may specify, authorize the San Antonio Board of REALTORS® to pay expenses incurred by or pay funds to satisfy a judgment or fine rendered or levied against present or former officers, employees, directors, members of the Professional Standards Committee and chairman and members of the committees of the San Antonio Board of REALTORS® as specified in the Texas Non‑Profit Corporation Act. It is specifically provided, however, that no such person shall be indemnified against or be reimbursed for any expense incurred in connection with any claim or liability arising out of his/her own willful misconduct or gross negligence.
SECTION 10. EXECUTIVE COMMITTEE.
Within the Board of Directors there shall be an Executive Committee consisting of the Elective Officers, the Immediate Past Chairman of the Board, and two (2) Members‑at‑Large elected from among the Directors in the same time and manner as the Officers. This Committee will preview all business items and submit these along with their recommendations for action to the Board of Directors at the regularly scheduled meetings.
SECTION 11. CONFLICTS OF INTEREST.
(a) No Director, Officer or Committee Member shall accept Board funds for goods or services rendered without the express and specific approval of the Board of Directors.
(b) No Director, Officer or Committee Member shall use any such information obtained by being a Director, Officer, or Committee Member to obtain any direct or indirect personal gain.
(c) No Director, Officer or Committee Member shall accept any payment or any other benefit from any source which is offered to the Director, Officer or Committee Member as a consequence of his or her holding a Board office, unless such payment or benefit has been previously approved by the Board of Directors.
(d) A Director, Officer or Committee Member who has a direct or indirect financial interest in any contract or transaction being contemplated by the Board of Directors shall fully disclose such interest to the Board of Directors. Such interested Director, Officer or Committee Member may participate in the discussions concerning the proposed contract or transaction, but he or she shall not participate in any vote concerning such matter. The interested Director, Officer or Committee Member shall absent himself or herself from the meeting room during the vote on such matter if requested to do so by any other Director.
(e) Even though interested Directors, Officers or Committee Members may not vote on matters in which they have an interest, they shall, if present, be counted towards the quorum requirement.
(f) Any contract or transaction between the Board and a Director, Officer or Committee Member, or between the Board and an entity in which a Director, Officer or Committee member has a direct or indirect financial interest, shall be duly authorized only if (1) the provisions of this Section have been complied with, and (2) the contract or transaction is approved by the affirmative vote of a majority of the disinterested Directors present at a duly noticed and quorumed meeting of the Board of Directors.
SECTION 12. CHIEF STAFF EXECUTIVE.
There shall be a Chief Staff Executive, appointed by the Board of Directors, who shall be the chief administrative officer of the Board. 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.
XII ‑ MEETINGS
SECTION 1. ANNUAL MEETINGS.
The annual meeting of the Board shall be held during August of each year, the date, place, and hour to be designated by the Board of Directors.
SECTION 2. MEETINGS OF DIRECTORS.
Meetings of the Board of Directors shall be held at regular periods or when called by the Chairman of the Board. Four total absences from regular meetings during any twelve‑month period shall be construed to be a resignation from the Board of Directors.
SECTION 3. MEETINGS OF THE EXECUTIVE COMMITTEE.
Meetings of the Executive Committee shall be at regular periods preceding the meetings of the Board of Directors.
SECTION 4. MEETINGS OF STANDING COMMITTEES.
Meetings of the Committees shall be held at regular periods or when called by the Chairperson. Four total absences during any twelve‑month period shall be construed to be a resignation from the Committee.
SECTION 5. OTHER MEETINGS.
Meetings of the Members may be held at such other times as the Chairman of the Board of Directors may determine, or upon the written request of at least ten percent of the REALTOR® Members properly filed with the Chairman of the Board.
SECTION 6 . NOTICE OF GENERAL MEMBERSHIP MEETINGS.
Written notice shall be given to every Member entitled to participate in the meeting at least five days preceding all meetings. If a special meeting, it shall be accompanied by a statement of purpose of the meeting.
SECTION 7 . QUORUM.
A quorum for the transaction of business shall consist of:
A. Board of Directors: simple majority of the Directors.
B. Executive Committee: 60% of the members of the Executive Committee.
C. General Membership: A quorum is the number of members in attendance.
D. Past Presidents' (Chairman of the Board) Council: That a majority of the Past Presidents (Chairman of the Board) who maintain Board membership be in attendance to conduct any business.
SECTION 8. Electronic Transaction of Business.
To the fullest extent permitted by law, the Board of Directors or membership may conduct business by electronic means.
SECTION 9. Action Without Meeting.
Unless specifically prohibited by the articles of incorporation, any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors. 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 directors. All the approvals evidencing the consent shall be delivered to the Secretary/Treasurer to be filed in the corporate records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date.
XIII ‑ COMMITTEES
SECTION 1.
The Chairman of the Board shall appoint, subject to confirmation by the Board of Directors, the following standing Committee: Professional Standards, Grievance and Multiple Listing.
SECTION 2. SPECIAL COMMITTEES.
The Chairman of the Board shall appoint committees, work groups and task forces, subject to confirmation by the Board of Directors, as deemed necessary.
SECTION 3. ORGANIZATION.
All committees shall be of such size and shall have such duties, functions, and powers as assigned by the Chairman of the Board or the Board of Directors, except as otherwise provided in these Bylaws. All actions of committees shall be subject to approval by the Board of Directors.
SECTION 4. CHAIRMAN OF THE BOARD.
The Chairman of the Board and Chairman-Elect shall be ex-officio members of all committees and shall be notified of their meetings.
SECTION 5.
At committee meetings, a majority of the committee members shall constitute a quorum, except that in no case shall a quorum consist of less than three committee members.
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 or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall be at the discretion of the President and shall constitute presence at the meeting.
XIV ‑ FISCAL AND ELECTIVE YEAR
SECTION 1.
The fiscal year of the Board shall be the calendar year.
SECTION 2.
The elective year of the Board shall be the calendar year.
XV ‑ RULES OF ORDER
SECTION 1.
Robert's Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Board, its Board of Directors, and committees, in all instances wherein its provisions do not conflict with these Bylaws.
XVI ‑ AMENDMENTS
SECTION 1.
These Bylaws may be amended by majority 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 except that the Board of Directors may, at any regular or special meeting of the Board of Directors at which a quorum is present, approve amendments to the Bylaws which are mandated by NAR policy. Article IX may be amended only by a majority vote of all REALTOR® Members.
SECTION 2.
Notice of all meetings at which such amendments are to be considered shall be provided to every REALTOR® Member at least one week prior to the time of meeting.
SECTION 3.
Amendments to these Bylaws affecting the admission or qualification of REALTOR® Members, and Institute Affiliate Members, the use of the terms REALTOR®, REALTORS®, or any alteration in the territorial jurisdiction of the Board shall become effective upon their approvalas authorized by the Board of Directors of the NATIONAL ASSOCIATION OF REALTORS®.
XVII ‑ DISSOLUTION
SECTION 1.
Upon the dissolution of this Board, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to the TEXAS ASSOCIATION OF REALTORS® or, within its discretion, to any other non‑profit and tax exempt organization.
XVIII ‑ MULTIPLE LISTING
SECTION 1. AUTHORITY.
The Board of REALTORS® shall maintain for the use of its Members a Multiple Listing Service which shall be subject to the Bylaws of the Board of REALTORS® and such Rules and Regulations as may be hereinafter adopted.
SECTION 2. PURPOSE.
A Multiple Listing Service is a means by which authorized Participants make blanket unilateral offers of compensation to other Participants (acting either as subagents, buyer agents, or in other agency or non-agency capacities defined by law) by which information cooperation among participants is enhanced; by which information is accumulated and disseminated to enable authorized Participants to prepare, analyses, and other valuations of real property for bona fide clients and customers; by which Participants engaging in real estate appraisal contribute to common databases; and is a facility for the orderly correlation and dissemination of listing information so participants may better serve their clients and the public. Entitlement to compensation is determined by the cooperating broker’s performance as procuring cause of the sale (or lease).
SECTION 3. PARTICIPATION.
Any REALTOR® Member of this or any other Board or any nonmember broker who is a principal, partner, or corporate officer, or branch manager acting on behalf of the principal, without further qualification, except as otherwise stipulated in these Bylaws, shall be eligible to participate in Multiple Listing upon agreeing in writing to conform to the Rules and Regulations thereof and to pay the costs incidental thereto. However, under no circumstances is any individual or firm, regardless of membership status, entitled to Multiple Listing Service "membership" or "participation" unless they hold a current valid real estate broker's license and offer or accept compensation to and from other Participants or are licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property. Use of information developed by or published by a Board Multiple Listing Service is strictly limited to the activities authorized under a Participant's licensure(s) or certification, and unauthorized uses are prohibited. Further, none of the foregoing is intended to convey "participation” or “membership” or any right of access to information developed or published by a Board Multiple Listing Service where access to such information is prohibited by law.
Mere possession of a broker’s license is not sufficient to qualify for MLS participation. Rather, the requirement that an individual or firm offers or accepts cooperation and compensation means that the participant actively endeavors during the operation and compensation means that the participant actively endeavors during the operation of its real estate business to list real property of the type listed on the MLS and/or to accept offers of cooperation and compensation made by listing brokers or agents in the MLS. “Actively” means on a continual and ongoing basis during the operation of the participant’s real estate business. The “actively” requirement is not intended to preclude MLS participation by a participant or potential participant that operates a real estate business on a part-time, seasonal, or similarly time-limited basis or that has its business interrupted by periods of relative inactivity occasioned by market conditions. Similarly, the requirement is not intended to deny MLS participation to a participant or potential participant who has not achieved a minimum number of transactions despite good faith efforts. Nor is it intended to permit an MLS to deny participation based on the level of service provided by the participant or potential participant as long as the level of service satisfies state law. (Adopted 11/08)
The key is that the participant or potential participant actively endeavors to make or accept offers of cooperation and compensation with respect to properties of the type that are listed on the MLS in which participation is sought. This requirement does not permit and MLS to deny participation to a participant or potential participant that operates a “Virtual Office Website (VOW) (including a VOW that the participant uses to refer customers to other participants) if the participant or potential participant actively endeavors to make or accept offers of cooperation and compensation. An MLS may evaluate whether a participant or potential participant actively endeavors during the operation of its real estate business to offer or accept cooperation and compensation only if the MLS has a reasonable basis to believe that the participant or potential participant is in fact not doing so. The membership requirement shall be applied in a nondiscriminatory manner to all participants and potential participants. (Adopted 11/08)
(a) A non-member applicant for MLS participation who is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal, shall supply evidence satisfactory to the Membership Committee that he has no record of recent or pending bankruptcy; has no record of official sanctions involving unprofessional conduct; agrees to complete a course of instruction (if any) covering the MLS Rules and Regulations and computer training related to MLS information entry and retrieval, and shall pass such reasonable and non-discriminatory written examination thereon as may be required by the MLS; and shall agree that if elected as a Participant, he will abide by such rules and regulations and pay the MLS fees and dues, including the nonmember differential (if any), as from time to time established. Under no circumstances is any individual or firm entitled to MLS participation or membership unless they hold a current, valid real estate broker's license and are offer or accept compensation to and from other Participants, or are licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property. Use of information developed by or published by a Board Multiple Listing Service is strictly limited to the activities authorized under a Participant's licensure(s) or certification and unauthorized uses are prohibited. Further, none of the foregoing is intended to convey participation or membership or any right of access to information developed by or published by a Board Multiple Listing Service where access to such information is prohibited by law.
Mere possession of a broker’s license is not sufficient to qualify for MLS participation. Rather, the requirement that an individual or firm offers or accepts cooperation and compensation means that the participant actively endeavors during the operation and compensation means that the participant actively endeavors during the operation of its real estate business to list real property of the type listed on the MLS and/or to accept offers of cooperation and compensation made by listing brokers or agents in the MLS. “Actively” means on a continual and ongoing basis during the operation of the participant’s real estate business. The “actively” requirement is not intended to preclude MLS participation by a participant or potential participant that operates a real estate business on a part-time, seasonal, or similarly time-limited basis or that has its business interrupted by periods of relative inactivity occasioned by market conditions. Similarly, the requirement is not intended to deny MLS participation to a participant or potential participant who has not achieved a minimum number of transactions despite good faith efforts. Nor is it intended to permit an MLS to deny participation based on the level of service provided by the participant or potential participant as long as the level of service satisfies state law. (Adopted 11/08)
The key is that the participant or potential participant actively endeavors to make or accept offers of cooperation and compensation with respect to properties of the type that are listed on the MLS in which participation is sought. This requirement does not permit and MLS to deny participation to a participant or potential participant that operates a “Virtual Office Website (VOW) (including a VOW that the participant uses to refer customers to other participants) if the participant or potential participant actively endeavors to make or accept offers of cooperation and compensation. An MLS may evaluate whether a participant or potential participant actively endeavors during the operation of its real estate business to offer or accept cooperation and compensation only if the MLS has a reasonable basis to believe that the participant or potential participant is in fact not doing so. The membership requirement shall be applied in a nondiscriminatory manner to all participants and potential participants. (Adopted 11/08)
SECTION 4. SUPERVISION.
The Multiple Listing Service shall be operated under the supervision of the Multiple Listing Committee, in accordance with the Rules and Regulations of such Multiple Listing Service, subject to the approval of the Board of Directors.
SECTION 5. MULTIPLE LISTING COMMITTEE.
The Chairman of the Board shall appoint, subject to confirmation by the Board of Directors, a Multiple Listing Committee of not less than eleven REALTOR® Members who shall serve staggered two-year terms. All members of the Committee shall be Participants or Subscribers in the Multiple Listing Service.
SECTION 6. VACANCIES.
Vacancies in unexpired terms shall be filled as in the case of original appointees.
SECTION 7. ACCESS TO COMPARABLE AND STATISTICAL INFORMATION.
Board Members who are actively engaged in real estate brokerage, management, appraising, land development or building, but who do not participate in the MLS, are nonetheless entitled to receive, by purchase or lease, all information other than current listing information that is generated wholly or in part by the MLS including comparable information, sold information, and statistical reports. This information is provided for the exclusive use of Board Members and individuals affiliated with Board Members who are also engaged in the real estate business and may not be transmitted, retransmitted, or provided in any manner to any unauthorized individual, office or firm except as otherwise specified in the MLS Rules and Regulations. Board Members who receive such information, either as a Board service or through the Board's MLS, are subject to the applicable provisions of the MLS Rules and Regulations whether they participate in the MLS or not.
Use of information developed by or published by a Board Multiple Listing Service is strictly limited to the activities authorized under a Participant's licensure(s) or certification and unauthorized uses are prohibited. Further, none of the foregoing is intended to convey Participation or Membership or any right of access to information developed by or published by a Board Multiple Listing Service where access to such information is prohibited by law.
SECTION 8. SUBSCRIBERS.
Subscribers (or users) of the MLS include non-principal brokers, sales associates, and licensed and certified appraisers affiliated with Participants.
XIX ‑ OFFICIAL PUBLICATION
SECTION 1.
For purposes of official notice as called for within these Bylaws, the Official Publication of the San Antonio Board of REALTORS® is established to be Keeping Posted and/or any other vehicle approved by the Board of Directors, which is published on a regular basis for the purposes of keeping the membership informed of the happenings of their Board.
