PAAR Business Meeting & Notice of Bylaws Revisions

Business Meeting

PAAR Business Meeting & Notice of Bylaws Revisions

Dear PAAR  REALTOR Members:

I am writing today to make sure you have heard about the upcoming  PAAR Business Meeting Sept. 29 at 10 a.m. at the Phippen Museum.  The meeting will have a two-fold purpose: at 10 a.m. we will gather together to vote on the attached proposed bylaws revisions, which were also mailed to you on Monday. Sept. 11. Additionally, we will also be voting to approve an upcoming expenditure to purchase a new association management system, MMSI. The new software will enhance online membership services making class registration and online payments easier and include new options such as the ability to accept recurring payments.  The proposed membership system will offer an enhanced member portal, which will replace the present PAAR Members Page. The system also has tools specifically for Brokers and Office Managers that help them monitor their agents accounts to ensure they are current and that all their agents have met any mandatory requirements such as Code of Ethics. Additionally, the system has the capability to do membership surveys and elections without any third-party vendors, which will eliminate these costs in the future.  The board of directors is recommending the new software as part of its commitment to enhancing the services available to the association. The software implementation cost would be $19,921.00.  If the expenditure is approved, the association hopes to implement the system in May of 2018.

I encourage you to attend and vote. For more information about the proposals for revision, please see the Official Notice of Proposed Bylaw Revisions below.

Best Wishes,
Amanda Creel
Chief Executive Officer
Prescott Area Association of REALTORS

 

Prescott Area Association of REALTORS®, Inc.

Official Notice of Proposed Bylaw Revisions

To be voted on by the membership at the Sept 29 10 a.m. Bylaws Vote at the Phippen Museum, 4701 N. State Route 89, Prescott, AZ 86301

PAAR Members are advised that the Board of Directors has voted to recommend to the membership the following revisions to the PAAR Bylaws. Members are encouraged to attend the Bylaws vote (details above) to vote on the proposed revisions.

1. To change all references in the Bylaws that read “he” to read “he/she.”

 

The revision would:

Provide consistency within the Bylaws removing discrepancies between references to he or he/she.

2. To change all references in the Bylaws that use the single word “board” and are referring to the Prescott Area Association of REALTORS® or other such association to read “association.” References to “Board of Directors” shall remain the same.

 

The revision would:

Change the inaccurate references from board to association to reflect the legal name of the Prescott Area Association of REALTORS®. Additionally, this will reduce confusion about whether references refer to the association or the board of directors.

3. To revise Article XI Officers and Directors Section 2 – Duties of Officers which currently reads: “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. The Immediate Past President shall serve as President in the absence of the President.”

 

To read as follows:

“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. The President Elect shall serve as President in the absence of the President.”

The revision would: Change the person to serve in the President’s absence from the Immediate Past President to the President Elect.

4. To revise Article XI Officers and Directors Section 2 – Duties of Officers which currently reads: “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. The Immediate Past President shall serve as President in the absence of the President.”

 

To read as follows:

“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. The Immediate Past President shall serve as President in the absence of the President. It shall be the particular duty of the chief staff executive to keep the records of the association and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the Arizona Association of REALTORS®.”

The revision would: Add an additional sentence from the National Association of REALTORS® Model Bylaws specifying that the chief staff executive acts as the recording secretary of association. This has been the precedent in practice, but was never recorded in the bylaws as recommended in the NAR Model Bylaws.

 

5. To revise Article XVI – Amendments Section 1. Which currently reads:

 

“These Bylaws may be amended by the majority vote of the 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.”

To read as follows:

“These Bylaws may be amended by the majority vote of the Members eligible to vote who cast votes in the electronic voting process, provided the substance of such proposed amendment or amendments shall be plainly stated in the proposal for amendment and providing there was a membership meeting held prior to the vote including open discussion of the proposed amendment, 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.”

The revision would: Allow for electronic voting, which the PAAR Board of Directors believes will encourage and allow for more members within the association to vote on future proposed Bylaws amendments, while continuing to provide a forum for members to ask questions and have robust discussion of any proposed Bylaws amendments.

6. To revise Article XVI – Amendments Section 2 which currently reads:

 

“Notice of all meetings at which amendments are to be considered shall be mailed to every member eligible to vote at least one (1) week prior to the meeting.”

To read as follows:

“Notice of all meetings at which amendments are to be considered shall be electronically submitted to every member eligible to vote at least one (1) week prior to the meeting.”

The revision would: Remove the requirement to mail all notices related to Bylaws amendments and allow them to be electronically submitted to all members. Eliminating the need to mail notices would reduce expenses for the association related to each Bylaws vote which can range between $2500 and $4500 each.

7. To revise Article XI Officers and Directors. Section 4. Election of Officers and Directors which currently reads:

 

“(a) Only REALTOR members in good standing of the Prescott Area Association of REALTORS shall be candidates for officers or directors.

(b) The President, with the approval of the Board of Directors, shall approve a Leadership Search Committee of not less than four (4) REALTOR members, of which two shall be Designated REALTORS. A report of all the applications that have been received shall be submitted to the Board of Directors not later than sixty (60) days before the annual election. The names of all candidates shall be noticed to each member eligible to vote at least three (3) weeks preceding the election. Notice shall be by fax, electronic mail, posting on association website or any combination of methods. (amended 11/2009)

(c) The Leadership Search Committee shall create a written questionnaire that shall be provided to all Members to complete and submit with their application of candidacy to be returned within the deadline.

1. The questionnaire and the candidate’s written response shall be posted on the PAAR website for all members to review.

2. Any eligible member as specified in the bylaws completing the application to file and run for office will be considered a candidate. An incomplete questionnaire shall not invalidate an application.

3. It is not within the scope of the Leadership Search Committee to approve, support, choose, or suggest a slate of preferred candidates to the Board of Directors. All members who have met the requirements of this section shall be afforded equal status as a candidate.

4. A Town Hall Meeting may be held within two weeks of the election with all candidates given the opportunity to speak and respond to any member questions.

(d) Write in of additional candidates must have met the required qualifications for the offices to be filled may be placed in nomination by petition signed by at least 15% of the REALTOR Members eligible to vote. The petition shall be filed with the Association Executive at least two (2) weeks before the election. The Association Executive shall send notice of such additional nominations to all Members eligible to vote before the election.

(e) The election of Officers and Directors shall take place no later than the 30th day of September. The voting shall be either by electronic secret ballot, or by secret ballot cast in person at the Association Office. The ballot shall contain the names of all candidates. All ballots must be properly executed and submitted as specified in order to be counted. Detailed procedures to secure the handling of the ballots shall be in conformity with such additional rules and regulations as the Board of Directors may adopt. There will be no ballots accepted by telephone, email or fax. The election shall be determined by plurality vote. The plurality need not be a majority. In case of a tie vote, the issue shall be determined by lot conducted by the Election Committee.

(f) Notwithstanding paragraph (d), members in good standing may vote an absentee ballot not more than fourteen (14) calendar days before the election at the Prescott Area Association of REALTORS office. If a member is incapacitated, an exception to voting at the Association office may be made at the discretion of the Election Committee.

Absentee voters must certify by signature that they are a member in good standing and will be unable to vote in person on Elections Day.

(g) The President, with the approval of the Board of Directors, shall appoint an Election Committee of no less than six (6) REALTOR Members to conduct the election.

(h) The elected officers and directors shall be installed at the annual installation.

(Section c, d, e, f, g, h amended 11/2009)”

To read as follows:

“(a) At least two (2) months before the annual election, a nominating committee of 4 REALTOR® members shall be appointed by the president with the approval of the board of directors. The nominating committee shall select at least one candidate for each office and at least one candidate for each place to be filled on the board of directors. The report of the nominating committee shall be electronically transmitted to each member eligible to vote at least three (3) weeks preceding the election. Additional candidates for the offices to be filled may be placed in nomination by petition signed by at least 15% of the REALTOR® members eligible to vote. The petition shall be filed with the chief staff executive at least two (2) weeks before the election. The chief staff executive shall send notice of such additional nominations to all members eligible to vote before the election. (b) The election of Officers and Directors shall take place no later than the 30th day of September. Election of officers and directors may be conducted by electronic means, in accordance with procedures established by the board of directors. (c) The president, with the approval of the board of directors, shall appoint an election committee of 4 REALTOR® members to conduct the election. In case of a tie vote, the issue shall be determined by a special election.”

The revision would: Allow our Bylaws to better conform with NAR Model Bylaws. The other items originally included in this section will instead be included in the associations policies and procedures and will be reviewed by the policies committee.

In addition to the above proposed bylaws revisions that are being submitted for membership approval at the Sept. 29 Bylaws Vote, the Board of Directors would also like to notify you of two revisions that will be immediately adopted per Article XVI – Amendments. “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 Board shall become effective upon their approval as authorized by the Board of Directors of the NATIONAL ASSOCIATION OF REALTORS®”:

1. Amended Bylaw language is as follows (Changes are reflected in red): 1. Article X – Dues and Assessments Section 2 – Dues

 

“(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 ($105). The National Association shall credit $35 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 $35 amount will be credited to the COB, unless the Institute Affiliate member directs that the dues be distributed to the other association. The National Association shall also credit $35 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.”

The revision will: This section must be changed to reflect current pricing per NAR.

2. Amended Bylaw language is as follows:

 

“Article V – Qualification and Election Section 5. REALTOR® Code of Ethics Training

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 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.

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 cycles 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.”

The revision will: This section must be changed to reflect

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