Bylaws of the
Warren Area Board of REALTORS®, Inc.
Section 1.
Name
The name of this organization shall be
the Warren Area Board of REALTORS®, Incorporated, 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.
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, and the
National Association of Realtors®, in the real estate profession in this community
with the Ohio 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®.
Section 1.
The territorial jurisdiction of the Board as a member of the NATIONAL
ASSOCIATION OF REALTORS® is:
Trumbull County, except
the City of Girard and south of a line that runs from the City of Girard, along
the centerline of Churchill Road Route 304, east to the State Route 193
(Formerly Routes 170 and 90). Then
east of a line that runs north along the centerline of State Route 193 to the
intersection of Crew Hood Road. Then
south of a line that runs directly east of that intersection along the
centerline of Crew Hood Road to the State of Pennsylvania.
This line is also the southern boundary line of Vienna and Brookfield
Townships.
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.
Section 1.
There shall be seven classes of members as follows:
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, or financing, building, developing or
subdividing real estate, and who maintain or as associated with an established
real estate office in the state of Ohio 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 REALTORÒ
membership, shall be required to hold REALTORÒ
membership unless otherwise qualified for Institute Affiliate Membership as
described in Section 1 (b) of Article IV. (Amended 1/01)
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, or corporate officers, or branch managers and are
associated with a REALTOR® member and meet the qualifications set out in
Article V.
(3)
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 individuals shall
enjoy all 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; and 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 shall designate in writing one REALTOR® member who
shall be responsible for all the 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 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. Institute
Affiliate Members shall be individuals who hold a professional designation by an
Institute, Society, or Council affiliated with the NATIONAL ASSOCIATION OF
REALTORSÒ
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 REALTORÒ or REALTOR-ASSOCIATEÒ
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 paragraph (a) or (b) of
this Section, have interests requiring information concerning real estate, and
are in sympathy with the objectives of the Board.
“Affiliate
membership shall also be granted to individuals licensed or certified to engage
in real estate practice who, if otherwise eligible, do not elect to hold REALTOR®
membership in the Board, provided the applicant is engaged
exclusively
in a specialty of the real estate business other then brokerage of real estate
business other then brokerage of real property.”
(d)
Public Service members. Public
Service members shall be individuals who are interested in the real estate
profession as employees of or affiliated with educational, public utility,
governmental or other similar organizations, but are not engaged in the real
estate profession on their own account or in association with an established
real estate business.
(e)
Honorary members. Honorary
members shall be individuals not engaged in the real estate profession who have
performed notable service for the real estate profession, for the Board, or for
the public.
(f)
Honorary Life members. Honorary
Life members shall be REALTORS® who have been REALTOR® members for many years
and have given unselfishly of their time and talents to the betterment of the
Board, the real estate profession and their community.
These members shall be elected by a majority of the voting members
present at which a quorum is present at a special or regular election and shall
hold membership for the balance of their life and pay no dues so long as WABOR
is their primary board of choice. They
shall receive the state and national publications at no expense to them until
they request the discontinuance of the same.
(g)
Student members. Student
members shall be individuals who are seeking an undergraduate or graduate degree
with a specialization or major in real estate at an institution of higher
learning and who have completed at least two years of college and at least one
college level course in real estate, but are not engaged in real estate practice
on their own account or not associated with an established real estate office.
(a)
An 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 requested it.
The application form shall contain among the statements to be signed by
the applicant (1) that he has or has had access to, has carefully reviewed, and
if elected a member, will 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 if a
REALTOR® 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, as from time to time amended, and (2) that applicant
consents that the Board, through its Executive Officer or otherwise, 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 from 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.
(a)
An Applicant for REALTOR® membership who is a principal, partner,
corporate officer, or branch manager of a real estate firm shall attest to, and
if requested, supply evidence satisfactory to the Executive Officer that he
holds a current valid Ohio real estate license, or is licensed or certified by
an appropriate state regulatory agency to engage in the appraisal of real
property, that he is actively engaged in the real estate profession, has a place
of business within the state, or a state contiguous thereto, (unless a secondary
member) and agrees to 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®, shall pass such reasonable and nondiscriminatory written
examinations thereon, as may be required within 90 days of application for
membership, and shall agree that if elected to membership will abide by the
Constitution, Bylaws, Rules and Regulations, and Code of Ethics.
Further,
if a Board contemplates possible denial of membership based on a finding that
the applicant is “not actively engaged in real estate” the Board should
refer to the membership Qualification Criteria, and should be guided by the
Criteria and their explanations as approved by the Board of the Board of
Directors of the National Association.
NOTE: Article
IV, Section 2, of the NAR Bylaws prohibits Member Boards from knowingly granting
REALTOR® or REALTOR-ASSOCIATE® membership to any applicant who has an
unfulfilled sanction pending which was imposed by another Board or Association
of REALTORS® for violation of the Code of Ethics. (Adopted 1/01)
(b)
Individuals who are engaged in the real estate profession other than as
principals, partners, corporate officers, or branch managers in order to qualify
for REALTOR® membership, shall at the time of application hold an active Ohio
real estate license, and be associated either as an employee or as an
independent contractor with a Designated REALTOR® member of another Board (if
secondary) be licensed or certified by an appropriate state regulatory agency to
engage in the appraisal of real property, 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 within 90 days
of application for membership and shall agree in writing that if elected to
membership, will abide by the Code of Ethics of the NATIONAL ASSOCIATION OF
REALTORS®, and by the Constitution, Bylaws, Rules and Regulations of the local
Board, the state association, and the National Association.
The procedure for election to membership shall be as follows:
(a)
The Executive Officer shall determine whether the applicant is applying
for the appropriate class of membership. Written
notice shall be given to the REALTOR® members of such application and invite
written comment. If one or more
REALTOR® members object to the approval of the application, basing such
objection on lack of qualification as set forth in these Bylaws, the Executive
Officer shall invite any objecting member to appear and substantiate his
objections. Objections, which are
not substantiated, shall be totally disregarded.
The Executive Officer 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 Executive Officer to establish his
qualifications.
The
Executive Officer shall thereafter make a written report of findings.
The Executive Officer shall conduct all proceedings with strict attention
to the principles of due process and compliance with the Bylaws of the Board.
(b)
Thereafter, within 45 days after the completion of requirement, the
Executive Officer shall make a recommendation to the Board of Directors in
writing. If the recommendation is adverse to the approval of the
application, the reasons shall be specifically stated.
(c)
The Board of Directors may review the qualifications of the applicant and
the recommendation of the Executive Officer and then vote on the applicant’s
eligibility for membership. If the
applicant receives a majority vote of the Board of Directors, he shall be
declared elected to membership and shall be advised by written notice. The Board of Directors shall act upon an application for
Institute Affiliate membership within forty-five (45) days from the completion
of requirement.
(d)
The Board of Directors may not reject an applicant without providing the
applicant with advanced written notice of the findings and recommendations.
The applicant shall have an opportunity to appear before the Board of
Directors, to call witnesses on his behalf, to be represented by counsel, and to
make such statements as he deems relevant.
The Board of Directors may have counsel present.
The Board of Directors shall require that written minutes be made of any
hearings before it. Minutes may be
electronically or mechanically recorded.
(e)
If the Board of Directors determines that the application should be
rejected, it shall record its reasons with the Executive Officer.
If the Board of Directors believes that denial of membership to the
applicant may become the basis of litigation and a claim of damage by the
applicant, it may specify that denial shall become effective upon entry in a
suit by the 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.
Failure to satisfy this requirement within 90 days of the date of application (or, alternatively, the date that provisional membership was granted) will result in denial of the membership application or termination of provisional membership.
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)
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. (Adopted 1/01)
Section 1.
The privileges and obligations of members, in addition to those otherwise
provided in these Bylaws, shall be as 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 not inconsistent with these Bylaws, after a
hearing as provided in the Code of Ethics and Arbitration Manual of the
Board. 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® members may, upon recommendation
of the Executive Officer, or upon recommendation by a hearing panel o the
Professional Standards Committee, be subject to discipline above, for any
conduct which in the opinion of the Board of Directors, applied on a
nondiscriminatory basis, reflects adversely on the terms REALTOR®, and the real
estate industry, or for conduct that is inconsistent with or adverse to the
objectives and purpose 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 hearing as described in the Code of Ethics and Arbitration Manual of
the Board, 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.
Resignation of members shall become effective when received in writing by
the Board of Directors, provided, however, that if the member submitting the
resignation is indebted to the Board for dues, fees, fines, or other assessments
of the Board or of 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 moneys 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
REALTORâ
(a) REALTOR® members whether primary or secondary in good standing whose financial obligations to the Board are paid in full shall be entitled to vote and to hold elective office in the Board according to election criteria.
(b)
REALTOR® members may use the term REALTOR® and REALTORS®, which use
shall be subject to the provisions of Article VIII.
(c)
REALTOR® members have the responsibility to safeguard and promote the
standards, interests, and welfare of the Board and the real estate profession.
(d)
If a REALTOR® member is a principal in a firm, partnership, or
corporation and is suspended or expelled, the firm, partnership, or corporation
shall not use the terms REALTOR® or REALTORS® in connection with its business
during the period of suspension, or until readmission to REALTOR® membership,
or unless connection with the firm, partnership, or corporation is severed,
whichever may apply. The membership
of all other principals, partners, or corporate officers shall suspend or
terminate during the period of suspension of the disciplined member, or until
readmission of the disciplined member, or unless connection of the disciplined
member with the firm, partnership, or corporation is severed, whichever may
apply. Further, the membership of
REALTORS® other than principals who are employed by or affiliated as
independent contractors with the disciplined member shall suspend or terminate
during the period of suspension of the disciplined member or until readmission
of the disciplined member, or unless connection of the disciplined member with
the firm, partnership, or corporation is severed, whichever may apply.
If a REALTOR® member who is other than a partnership, or corporation is
suspended or expelled, the use of the terms REALTOR® or REALTORS® by the firm,
partnership, or corporation shall not be affected.
(e)
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 shall be advised that the provisions in Article VI, Section
6(d) shall apply.
Section 7.
Institute Affiliate members.
Institute Affiliate members shall have rights and privileges and be
subject to obligations prescribed by the Board of Directors consistent with the
Constitution and Bylaws of THE NATIONAL ASSOCIATION OF REALTORS®.
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 REALTORÒ , REALTOR-ASSOCIATEÒ
,
or the REALTORÒ
logo;
to serve as President 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 rights and privileges and be subject to
obligations prescribed by the Board of Directors.
Section 9.
Public Service members.
Public Service members shall have rights and privileges and be subject to
obligations prescribed by the Board of Directors.
Section 10.
Honorary members.
Honorary membership shall confer only the right to attend meetings and
participate in discussions.
Section 11.
Honorary Life members.
Honorary Life members shall have all the rights and privileges and be
subject to such obligations as REALTOR® members.
Section 12.
Student members
Student members shall have the rights and privileges and shall be subject
to obligations prescribed by the Board of Directors.
Section 13.
Certification by REALTORS®
“Designated” REALTOR® members of the Board shall certify to the
Board by December 1 of the calendar year, a complete listing of individuals
licensed or certified in the REALTOR®’s office(s) and shall designate a
primary Board for each individual who holds membership and submit a copy of
their Certificate of Continuation approved by the State of Ohio Division of Real
Estate. 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 for
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
14. Harassment
Any
member of the association may be reprimanded, placed on probation, suspended or
expelled for harassment of an association or MLS employee or Association Officer
or Director after a hearing in accordance with the established procedures of the
association. Disciplinary action may also consist of any sanction authorized in
the association's Code of Ethics and Arbitration Manual. As used in this
Section, harassment means any verbal or physical conduct including threatening
or obscene language, unwelcome sexual advances, stalking, actions including
strikes, shoves, kicks, or other similar physical contact, or threats to do the
same, or any other conduct with the purpose or effect of unreasonably
interfering with an individual's work performance by creating a hostile,
intimidating or offensive work environment. The decision of the appropriate
disciplinary action to be taken shall be made by the investigatory team
comprised of the President, and President-elect and/or Vice President and one
member of the Board of Directors selected by the highest ranking officer not
named in the complaint, upon consultation with legal counsel for the
association. If the complaint names the President, President-Elect or Vice
President, they may not participate in the proceedings and shall be replaced by
the Immediate Past President or, alternatively, by another member of the Board
of Directors selected by the highest ranking officer not named in the complaint.
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 Board, as
from time to time amended, which by
this reference is made a part of these Bylaws.
Section 2.
It shall be the duty and responsibility of every REALTOR® Member of this
Board to abide by the Constitution and Bylaws and 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
this Board as from time to time amended.
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 REATORS®, use of the terms within its jurisdiction.
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 state contiguous thereto so long as they remain REALTOR®
Members in good standing. No other
class of Members shall have this privilege.
Section 3. A REALTOR®
Member who is a principal of a real estate firm, partnership, or corporation may
use the terms REALTOR® and REALTORS® only if all the principals of
such firm, partnership, or corporation who are actively engaged in the real
estate profession within the state or a state contiguous thereto are REALTOR®
Members of the Board or Institute Affiliate Members as described in Section 1
(b) of Article IV.
(a)
In the case of a REALTORÒ
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 REALTORÒ
or REALTORSÒ
shall be limited to office
locations in which a principal, partner, corporate officer, or branch office
manager of the firm, partnership, or corporation holds REALTORÒ
membership. If a firm, partnership,
or corporation operates additional places of business in which no principal,
partner, corporate officer, or branch office manager holds REALTORÒ
membership; the term REALTORÒ
or REALTORSÒ
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®.
Section 1.
The Board shall be a Member of the NATIONAL ASSOCIATION OF REALTORS® and
the Ohio 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 Ohio 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 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 Ohio Association of REALTORS®.
REALTOR®
members. The
annual dues of each Designated REALTOR® Member shall be $376.00 plus an amount
equal to $376.00 times the number of real estate salespersons and licensed or
certified appraisers who (l) 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) of this paragraph 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 1/01)
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 l, 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 soliciting
and/or referring clients or customers to the REALTOR® or his firm on a
substantially exclusive basis or which is engaged in other aspects of the real
estate business provided that such licensee is not otherwise included in the
computation of dues payable by the principal, partner, or corporate officer of
the entity.
(a)
Affiliate members.
The annual dues of each Affiliate member shall be established
periodically
by the Board of Directors.
(b)
Public Service members. The annual dues of each Public Service member shall be
established periodically by the Board of Directors.
(c)
Honorary members.
No dues are payable except that portion of local Board dues utilized to
fulfill the Board’s dues obligation.
(d)
Honorary Life member. No dues are payable by member.
(e)
Student members.
Dues payable, if any, shall be at the discretion of the Board of
Directors.
(f)
Institute Affiliate.
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.
(g)
The annual dues of each REALTOR® member other than a principal, partner,
or corporate officer shall be established periodically by the Board of Director.
Dues for new licensees
can be charged to the broker beginning on the first day of the month following
the license issue date. (See
Article VI Section 13 of WABOR Bylaws.)
If a member in good
standing returns his/her license to the Division of Real Estate, WABOR
membership is terminated. If he/she
reactivates his/her license and wishes to return to membership, a formal
application is required plus:
(A)
If date membership is requested is in the same calendar year as licenses
were placed on deposit with the Division of Real Estate:
(1)
No additional dues required for that calendar year.
(2)
No initiation fee required.
(3)
No orientation required.
(B)
If date membership is requested is after the thirty-first of December of
the calendar year the licenses were placed with the Division of Real Estate but
before the expiration of one full year from date the licenses were placed on
deposit with the Division of Real Estate:
(1)
No initiation fee required
(2)
No orientation required.
(C)
If date membership is requested is after one full year from date licenses
placed in escrow, applicant must meet all requirements of a new member.
Section 4.
Nonpayment of Financial Obligations
If dues, fees, fines, or other assessments owed to the Board are not paid
within one (1) month after the due date, the nonpaying member is subject to
suspension at the discretion of the Board of Directors.
Services will be discontinued to that office according to Policy Manual. Two
(2) months after the due date, membership of the nonpaying member may be
terminated at the discretion of the Board of Directors.
Three (3) months after due date, membership of the nonpaying member shall
automatically terminate unless within that time the amount due is paid, or
unless special arrangements have been made to the satisfaction of the Board of
Directors. However, no action shall
be taken to suspend or expel a member for nonpayment of disputed amounts until
the Board of Directors has confirmed the accuracy of the amount owed.
A former member who has had his membership terminated for nonpayment of
dues, fees, fines, of other assessments duly levied in accordance with the
provisions of these Bylaws or the provision of other Rules and Regulations of
the Board or any of its services, departments, divisions, or subsidiaries may
apply for reinstatement in a manner prescribed for new applicants for
membership, after making payment in full of all accounts due as of the date of
termination.
Section 5.
Deposits All money received by the
Board for any purpose shall be deposited to the credit of the Board in a
financial institutions selected by resolution of the Board of Directors.
Section 6.
Expenditures
The Board of Directors shall administer the day-to-day finances of the
Board. Capital expenditures in
excess of $10,000.00 may not be made unless authorized by a majority of a quorum
of the Board members eligible to vote.
Section 7.
Notice of Dues, Fees, Fines, Assessments or Other Financial Obligations
of members. All dues, fees, fines,
assessments, or other financial obligations to the Board shall be sent to the
delinquent Board member in writing setting forth the amount owed and due date.
Any financial obligation that becomes more than 60 days delinquent, may
at the Board’s discretion be referred to a collection agency.
Section 8.
Refunds If a broker holds a
license over 30 days the agent is not entitled to a refund. If a licensee requests a refund during the 30 days, due to
extenuating circumstances, the request will be seriously considered by the Board
of Directors.
If the Board of Directors
receives a refund request in January, and the dues were paid with the broker’s
dues in December, the refund request will be considered by the Board of
Directors. The Board of Directors
will not consider a request for a refund unless the member has returned the
lockbox key to the Board office. No
requests for refunds will be considered after February 1. Refunds are made to brokers only.
Section 9.
Lockbox Keys
When a member requests their license be returned to the Division of Real
Estate and Professional Licensing the member is required to return the lockbox
key to the Board office within 30 days. If
the member does not return the key within 30 days the key deposit is
automatically forfeited. After 30
days, the Board of Directors reserves the right to pursue legal action.
Section 1. Officers
The elected officers of the Board shall be: A President, a
President-Elect, and a Treasurer. They
shall be elected for terms of one year.
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.
(a)
President- shall be the chief executive of the Board, ex-officio member
of all committees, except Nominating Committee, Professional Standards and
Grievance, and a member of the Board of Directors.
He/She shall preside at all meetings of the Board and all Directors
meetings, have general supervision over all matters pertaining to the Board, see
that harmony is preserved and the Bylaws enforced.
(b)
President-Elect- shall assist the President to perform his/her duties;
officiate for him/her in his/her absence; assume such responsibilities and
duties as may be entrusted to him/her by the President of the Board.
(c)
Treasurer- the treasurer shall be responsible for overseeing the
financial transactions of the Board, keeping of all financial records of the
Board and keeping the Board of Directors informed of all financial transactions. He/She shall perform such duties as are required by the Board
of Directors that are compatible with this office.
Section 3.
Board of Directors
The governing body of the association shall be a Board of Directors
consisting of the Officers (which include the President, the Immediate
Past-President, the President-Elect, and the Treasurer), one (1) Affiliate
member and (7) REALTOR® members of the association.
A Quorum shall be nine (9). The
presiding officer has no vote except to break a tie.
Directors, except for the Affiliate Director, shall be elected to serve
for terms of three years, except that at organization, one-third of the elective
Directors shall be elected for terms of one, two and three years, or for such
lesser terms as may be necessary to complete the fiscal year.
Thereafter as many Directors shall be elected each year as are required
to fill vacancies. The Affiliate Director shall be elected annually by the
Affiliate members, and will serve a one-year term. An Affiliate member shall not
be eligible to serve as an officer of the association. The President shall be the presiding officer of the Directors
meeting. All officers shall serve
on the Board of Directors, and are required to attend all Directors meetings,
and shall have voting rights.
Section 4.
Ex-officio Directors
Any regularly licensed REALTOR® member of the Warren Area Board of
REALTORS® (not nonresident or dual) who is an officer or chairman or
vice-chairman of a committee in the Ohio Association of REALTORS® or an
officer, director, chairperson or vice chairperson of a committee of the
National Association of REALTORS®, or who holds the District Vice President
position with the Ohio Association of REALTORS®, or is a Director on the
Centralized Real Estate Information Systems Board of Directors, will
automatically become ex-officio members without voting privileges of the Board
of Directors in the Warren Area Board of REALTORS® during their term of office. DSA’s become ex-officio members of the Warren Area Board of
REALTORSâ,
such, a quorum is not present, DSA’s may be asked to vote.
(a)
The Officers and Directors shall be elected from the REALTOR® members of
the Board and shall meet the Criteria adopted by the Board of Directors as may
be amended from time to time. (See
WABOR Policy.)
(b)
A Nominating Committee of at least seven (7) REALTOR® members shall be
appointed by the Executive Committee with the approval of the Board of
Directors. The Nominating Committee
shall select one candidate for each officer position, and one candidate for each
director position, including at least one (1) Affiliate member candidate for the
one-year term of Affiliate Director, to be filled on the Board of Directors.
The report of the Nominating Committee is to be published and/or
announced to each REALTOR® member at least one month preceding the election.
Additional candidates for any office may be placed in nomination by a
petition signed by a least five REALTOR® members.
The petition shall be filed with the Executive Officer within ten days of
the Committee report to the membership. Before
the election, the Executive Officer shall send notice of such additional
nominations to all REALTOR® member offices or by posting in the “Legal
News” or by any other means established by the Board of Directors.
(c)
The annual election of Officers and Directors shall be by ballot and shall be
cast in person. The ballot shall contain the names of all candidates and the
office for which they shall be nominated. The
Board of Directors shall designate the time and place of elections.
An absentee ballot will be made available upon request as per guidelines
established by the Executive Committee and approved by the Board of Directors as
stated in the Policy
Manual.
The Executive Officer or Designee will maintain the integrity of the
absentee ballot.
(d)The
President, with the approval of the Board of Directors, shall appoint an
election committee of three (3) REALTOR® members to conduct the
election. In case of a tie vote,
the issue shall be determined by lot. This
committee is responsible for disseminating and collecting ballots, counting
votes, and insuring the integrity of the election.
Section 6.
Vacancies Vacancies among the
Officers and the Board of Directors shall be filled by a single majority vote of
the Board of Directors until the next annual election.
Section 7.
Removal of Officers or Directors
In the event that an Officer or Director is deemed to be incapable of
fulfilling the duties for which elected, 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 President, or if the President is the subject of the
petition, with the next ranking officer, and shall specifically set forth the
reasons the individual is deemed 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 President of the
Board unless the President’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 of 20% of the voting membership is present, a
three-fourths vote of members present and voting shall be required for removal
from office.
(a)
Indemnification in
Non-Derivative Actions
The association shall indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened, pending,
or completed civil, criminal, administrative, or investigative action, suit, or
proceeding, other than an action by or in the right of the corporation, by
reason of the fact that he/she is or was a trustee (director), officer,
employee, or agent of or a volunteer of the association, or is or was serving at
the request of the association as a trustee, director, officer, employee,
member, manager, or agent of or a volunteer of another domestic or foreign
nonprofit corporation or corporation for profit, a limited liability company, or
a partnership, joint venture, trust, or other enterprise, against expenses,
including attorney’s fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him/her in connection with such action,
suit, or proceeding, if he/she acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to be the best interests of the
Association, and , with respect to any criminal action or proceeding, if he/she
had no reasonable cause to believe his/her conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not create, of itself, a presumption that the person did not act in good
faith and in a manner he/she reasonably believed to be in or not opposed to the
best interests of the association, and, with respect to any criminal action or
proceeding, a presumption that the person had reasonable cause to believe that
his/her conduct was unlawful.
(b)
Indemnification in Derivative
Actions
The association shall indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the association to procure a
judgment in its favor by reason of the fact that he/she is a volunteer of the
association, or is or was serving at the request of the association as a
trustee, director, officer, employee, member, manager, or agent of or a
volunteer of another domestic or foreign nonprofit corporation or corporation
for profit, a limited liability company, or a partnership, joint venture, trust,
or other enterprise against expenses, including attorney’s fees, actually and
reasonably incurred by him/her in connection with the defense or settlement of
such action or suite, if he acted in good faith and in a manner he reasonably
believed to be in or not indemnification shall be made in respect of any of the
following:
(A)
Any claim, issue, or matter as to which such person is adjudged to be
liable for negligence or misconduct in the performance of his/her duty to the
association unless, and only to the extent that, the court of common pleas or
the court in which the action or suit was brought determines, upon application,
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court considers proper;
(B)
Any action or suit in which liability is asserted against a trustee
(director) and that liability is asserted only pursuant to section 1702.55 of
the Revised Code.
(C)
Indemnification as a Matter
of Right To the extent that a
trustee, director, officer, employee, member, manager, agent or volunteer has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Section 1 and 2 of this Article, or in defense of any
claim, issue, or matter in such an action, suit, or proceeding, he shall be
indemnified against expenses, including attorney’s fees, actually and
reasonably incurred by him/her in connection with the action, suit or
proceeding.
(D)
Determination of Conduct
Any indemnification under Sections 1 and 2 of this Article, unless
ordered by a court, shall be made by the association only as authorized in the
specific case, upon a determination that indemnification of the trustee,
director, officer, employee, volunteer or agent is proper in the circumstances
because he/she has met the applicable standard of conduct set forth in Sections
1 and 2 of this Article. Such
determination shall be made (a) by a majority vote of a quorum consisting of
trustees (directors) of the association who were not and are not parties to, or
threatened with any such action, suit, or proceeding, or (b) if such a quorum is
not obtainable or if a majority vote of disinterested governors so directs, in a
written opinion by independent legal counsel, other than an attorney or a firm
having associated with it an attorney who has been retained by or who has
preformed services for the association or any person to be indemnified within
the past five years, or (c) by the members, or (d) by the Court of Common Pleas
or the court in which such action, suit, or proceeding was brought.
Any determination made by the disinterested trustees (directors) under
clause (a) above or by independent legal counsel under clause (b) above shall be
promptly communicated to the person who threatened or brought the action or
suit, by or in right of the association under Section 2 of this Article, and
within 10 days after receipt of such notification, such person shall have the
right to petition the Court of Common Pleas or the court in which such action or
suit was brought to review the reasonableness of such determination.
(E)
Advance Payment of Expenses
Expenses, including attorney’s fees, incurred in defending any action,
suit, or proceeding referred to in Section 1 and 2 of this Article, may be paid
by the association in advance of the final disposition of such action, suit, or
proceeding as authorized by the trustees (directors) in the specific case upon
receipt of an undertaking by or on behalf of the trustee, director, officer,
employee, volunteer or agent to repay such amount, unless it shall ultimately be
determined that he/she is entitled to be indemnified by the association as
authorized in this Article.
(F)
Nonexclusivity This indemnification
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the Articles of
Incorporation or these Bylaws, or any agreement, vote of members or
disinterested trustees (directors), or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office
and shall continue as to a person who has ceased to be a trustee, director,
officer, employee, volunteer or agent and shall insure to the benefit of the
heirs, executors, and administrators of such a person.
Section 1. Annual
Meetings The annual meeting and installation of officers of the Board
shall be held during the November or December of each year.
The Board of Directors will approve the date, place, and hour.
Section 2.
Meetings of Directors
The Board of Directors shall designate a regular time and place of
meetings. Any officer, Board of
Directors member, or other appointed or elected position of the Board who is
absent from three (3) regular, special Board of Directors meetings or four (4)
general membership meetings (a membership meeting ( a membership meeting
consists of a meeting during which business is conducted) within the calendar
year relative to the Board or his/her position shall be deemed to have resigned
from his/her position and the vacancy shall be filled as herein provided in
Article XI, Section 6. The option
of a leave of absence is provided for leadership in the event that circumstances
beyond the individual’s control interfere with their ability to attend
meetings and handle their responsibilities for an extended period of time.
The Executive Officer
shall keep an attendance sheet of the attendance or absence of each Director at
all Board meetings, both regular, special and dinner and said list will be
available at meetings.
(a)
Meetings shall be held at least once each month or as determined by the
Board of Directors.
(b)
Quorum shall be nine (9) of the voting members.
(c)
Special Meetings of the Directors may be called only upon written notice
delivered by mail of facsimile to each Director to be received at least two (2)
days prior to the meeting. Notice
shall state purpose, time and place of said meeting.
The President or any three (3) Directors signing such notice may call
meetings.
Section 3.
Other Meetings
Meetings of the members may be held at other times as the President or
the Board of Directors may determine, or upon the written request of at least
10% of the members eligible to vote.
Section 4.
Notice of Meetings
Notice shall be given to every member office by posting in the “Legal
News” or by other means as may be established by the Board of Directors.
If a special meeting, it shall be accompanied by a statement of the
purpose of the meeting,
Section 5.
Quorum for Meetings of membership
A quorum for the transaction of business shall consist of 20% of the
REALTOR® members eligible to vote.
Section 1.
The President shall appoint such standing and special committees as shall
be designated from time to time by the Board of Directors and such other special
committees as he/she may deem necessary or appropriate.
Section 2.
Unless otherwise provided in the NATIONAL ASSOCIATION OF REALTORS®
Constitution or in these Bylaws, any action by a committee shall be subject to
the approval of the Board of Directors.
Section 1.
The fiscal and elective year shall be the calendar year.
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.
Section 1.
These Bylaws may be amended by a majority vote of the members present and
qualified to vote at any General membership Meeting at which a quorum is present
and provided the substance of the proposed amendment(s) shall have been
submitted to the members at least 30 days in advance of their adoption; 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.
Section 2.
Notice by posting in the “Legal News” or by other means as may be
established by the Board of Directors, of all meetings at which such amendments
are to be considered shall be given to every “Designated” REALTOR® member
at least 30 days prior to the time of meeting.
Section 3.
Amendments to these Bylaws affecting the admission or qualification of
REALTOR® and Institute Affiliate members, the use of the terms REALTOR® and
REALTORS®, or any alternation 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®.
Section 1.
Upon dissolution or winding up of affairs of this Board, the Board of
Directors, after providing for the payment of all obligations, shall distribute
any remaining assets to the Ohio Association of REALTORS® or, within its
discretion, to any other non-profit tax exempt organization.
Section 1.
Authority The Board of REALTORS®
shall maintain and/or provide access to, for the use of its members, a Multiple
Listing Service which shall be a lawful corporation of the State of Ohio, all
the stock of which shall be owned by the Boards and Associations of REALTORS®.
Section 2.
Purpose A Multiple Listing
Service is a means by which authorized participants make blanket unilateral
offers of compensation to other participants (acting as subagents, buyer agents,
or in other agency or non-agency capacities defined by law); by which
information is accumulated and disseminated to enable authorized participants to
prepare appraisals and other valuations of real property; 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
among the participants so that they may better serve their clients and the
public. Entitlement to compensation
is determined by the cooperating broker’s performance as procuring cause of
sale (or lease). 5/29/97
Section 3. Governing
Documents
The Board of Directors shall ensure that any Multiple Listing Service
affiliated with it, pursuant to this Article, conform its Corporate Charter,
Constitution, Bylaws, Rules, Regulations, and Policies, Practices, and
Procedures at all times to the Constitution, Bylaws, Rules, Regulations, and
Policies of the NATIONAL ASSOCIATION OF REALTORS®.