Bylaws

Bylaws

of the Aurora Association of REALTORS®

Aurora, CO

 as revised August 2013

 

Aurora Association of REALTORS®
14201 E. Evans Drive
Aurora, CO  80014
303-369-5549
www.AuroraAssociationofREALTORS.com

 Bylaws of the Aurora Association of REALTORS®

Last Amended August 21, 2013

ARTICLE I – NAME

 

Section 1.  Name

 

The name of this organization shall be the Aurora Association of REALTORS®, Inc., hereinafter referred to as the Association.

 

Section 2.  REALTORS® Membership Mark

 

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

 

Section 3.  Definitions/Abbreviations

 

For purposes of these Bylaws the following terms/abbreviations shall have the meanings set forth below:

a.      BOD means the Aurora Association of REALTORS® Board of Directors.

b.      Principal means the decision maker of a brokerage company.

c.       Designated REALTOR® means the person in a company who would be classified as the official representative of the firm’s principal(s).

d.      VOW® means Virtual Office Website.

e.      Participant means a paying member of the Multiple Listing Service.

f.        NAR means the NATIONAL ASSOCIATION OF REALTORS®.

g.      CAR means the Colorado Association of REALTORS®.

h.      Office means a physical location.

i.        Company means a specific real estate/appraisal firm,

 

ARTICLE II – OBJECTIVES

 

The objectives of the Association are:

 

(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;

(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®;

(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;

(4)   To further the interests of home and other real property ownership;

(5)   To unite those engaged in the real estate profession in this community with the Colorado 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; and

(6)   To designate for the benefit of the public individuals authorized to use the terms REALTOR® and

 

REALTORS® as licensed, prescribed and controlled by the NATIONAL ASSOCIATION OF REALTORS®.

 

ARTICLE III – JURISDICTION

 

Section 1Territorial Jurisdiction Description

 

The territorial jurisdiction of the Association as a member of the National Association of Realtors® is:

Northern Boundary: shall be the City and County of Denver line as of January 1, 1976, easterly to Piccadilly Road, then north on Piccadilly Road to its intersection with 64th Avenue, then easterly on 64th Avenue to Headlight Road;

Eastern Boundary: that portion of Adams and Arapahoe Counties bounded on the east by Headlight Road, from its northern intersection with 64th Avenue to its southern intersection with Orchard Road;

Southern Boundary: that portion of Arapahoe County bounded by the intersection of Orchard Road (extended) and the aforementioned eastern boundary of Headlight Road, and proceeding westwardly along Orchard Road (extended) to its intersection with Gun Club Road, southerly along Gun Club Road to its intersection with Smoky Hill Road; northwesterly along Smoky Hill Road to its intersection with Potomac Street (extended), thence northerly along Potomac Street (extended) to its intersection with Hampden Avenue;

Western Boundary: shall be the City and County of Denver line as of January 1, 1976, except that beginning at the intersection of East Mississippi Avenue and Dayton Street, it shall run south on Dayton Street to Parker Road, then southeast on Parker Road to Havana Street and south on Havana Street to the City and County of Denver limit as of January 1, 1976, and following the City and County of Denver limits from that point to the southern boundary at Potomac and Hampden Avenue; including the communities of Aurora, Watkins, Bennett and Strasburg, all within the Counties of Adams and Arapahoe.

 

Section 2.  Territorial Jurisdiction Definition

 

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

 

ARTICLE IV – MEMBERSHIP

 

Section 1.  Membership Categories

 

There shall be seven categories of membership (1-7) with REALTOR® membership having five subcategories (a-e).

 

1.       REALTOR® Members.  REALTOR® members, whether primary or secondary, shall be:

 

a. 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 Colorado 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/association of REALTORS® within the state or a state contiguous thereto unless otherwise qualified for Institute Affiliate Membership as described in Section l.3 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 company or any other company within the jurisdiction of the Association 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 1.3 of Article IV. REALTOR® members may obtain secondary membership in a board/association in another state.

 

b. 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.

 

c. Primary and Secondary REALTOR® Members.  An individual is a primary member if the Association pays state and National dues based on such member.  An individual is a secondary member if state and national dues are remitted through another board/association.  One of the principals in a real estate firm must be a Designated REALTOR® member of the Association in order for licensees affiliated with the firm to select the Association as their primary Association.

 

d. Designated REALTOR® Members.  Each company in the case of companies with multiple office locations) shall designate in writing one REALTOR® member who shall be responsible for all duties and obligations of membership including the obligation to arbitrate pursuant to Article 17 of the Code of Ethics and the payment of Association dues as established in Article X of the Bylaws.  The Designated REALTOR® must be a sole proprietor, partner, corporate officer or branch office manager acting on behalf of the firm’s principal(s) and must meet all other qualifications for REALTOR® membership established in Article V, Section 2, of the Bylaws. (Amended 11/11)

 

e. 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 may be elected to membership pursuant to the provisions in the NATIONAL ASSOCIATION OF REALTORS® Constitution and Bylaws.  Such individuals shall enjoy all of the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics) except:

(1) obligations related to association mandated education, meeting attendance, or indoctrination classes or other similar requirements;

(2)  the right to use the term REALTOR® in connection with their franchise organization’s name; and

(3) the right to hold elective office in the local board/association, state association and national association. (Adopted 1/96)

 

2.      Affiliate Members.  Affiliate Members shall be real estate owners and other individuals or companies who, while not engaged in the real estate profession as defined in Paragraphs (a) and (b) of this Section, have interests requiring information concerning real estate and are in sympathy with the objectives of the Association.  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 Association, provided the applicant is engaged exclusively in a specialty of the real estate business other than brokerage of real property.

 

3.      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. (Amended 1/02)

 

4.      Life Members. Life Members shall be any individual who

a.      has had twenty-five (25) consecutive years of REALTOR® membership;

b.      has attained sixty-two (62) years of age; and

c.       has retired from the real estate business.

 

5.      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.

 

6.      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 Association or for the public.

 

7.      Student Members. Student Members shall be individuals who are seeking an undergraduate or graduate degree with a specialization or major in real estate at institutions 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 the real estate profession on their own account or not associated with an established real estate office.

 

ARTICLE V – QUALIFICATION AND ELECTION

 

Section 1.  Application for Membership

 

An application for membership shall be made in such manner and form as may be prescribed by the BOD and made available to anyone requesting it. The application form shall contain among the statements to be signed by the applicant

a.      that applicant agrees as a condition to 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 Aurora Association, the State and National Associations, and, if elected a member, will abide by the Constitutions and Bylaws and Rules and Regulations of the Association, 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® and

b.      that applicant consents that the Association 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 Association 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 ofEthics referred to above.  (Amended 11/11)

 

Section 2.  Qualification for Membership

 

An applicant for REALTOR® membership who is a sole proprietor, partner, corporate officer or branch office manager of a real estate company shall supply evidence satisfactory to the BOD that he/she is

a. actively engaged in the real estate profession and maintains a current, valid Colorado real estate broker’s license or is licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property;

b.  has a place of business within the state or a contiguous state thereto (unless a secondary      member);

c.  has no record of recent or pending bankruptcy*;

d.  has no record of official sanctions involving unprofessional conduct**;

e. agrees to complete a course or courses of instruction covering the Bylaws and Rules and Regulations of the Association, theBylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®; and

f. shall pass such reasonable and nondiscriminatory written examination thereon as may be required by the  BOD, and shall agree that if elected to membership, he/she will abide by such Constitution, Bylaws, Rules and Regulations, and Code of Ethics. (Amended 1/05)

 

* No recent or pending bankruptcy is intended to mean that the applicant or any real estate firm in which the applicant is a sole proprietor, general partner, corporate officer, or branch office manager is not involved in any pending bankruptcy or insolvency proceedings or has not been adjudged bankrupt in the past three (3) years.  If a bankruptcy proceeding as described above exists, membership may not be rejected unless the BOD establishes that its interests and those of its members and the public could not be adequately protected by requiring that the bankrupt applicant pay cash in advance for Association fees for up to one (1) year from the date that membership is approved or from the date that the applicant is discharged from bankruptcy (whichever is later).  In the event that an existing member initiates bankruptcy proceedings, the member may be placed on a “cash basis” from the date that bankruptcy is initiated until one (1) year from the date that the member has been discharged from bankruptcy.

**No record of official sanctions involving unprofessional conduct is intended to mean that the BOD 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.

 

            NOTE 1:  One or more of the requirements for Realtor® membership set forth above in Article V, Section 2(a) may be deleted at the BOD’s discretion.  However, Boards/Associations may NOT adopt membership qualifications more rigorous than specified in the Membership Qualification Criteria for REALTOR® membership approved by the Board of Directors of the National Association.

 

            NOTE 2:  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)

 

Individuals who are actively engaged in the real estate profession other than as sole proprietors, partners, or corporate officers, or branch office managers in order to qualify for REALTOR® membership, shall, at the time of application, be associated either as an employee or as an independent contractor with a designated REALTOR® member of the Association or a designated REALTOR® member of another board/association (if a secondary member),and must maintain a current, valid real estate broker’s license or be licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, has no record of official sanctions involving unprofessional conduct*, shall complete a course of instruction covering the Bylaws and Rules and Regulations of the Aurora Association, 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 BOD and shall agree in writing that if elected to membership he/she will abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and by the Constitution,Bylaws, and Rules and Regulations of the Aurora Association, State Association, and the National Association. (Amended 5/07)

 

*No record of official sanctions involving unprofessional conduct is intended to mean that the Association may only consider:

 

(1).  Judgments against the applicant within the past three 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.

(2).  Criminal convictions if (1) the crime was punishable by death or imprisonment in excess of one year under the law under which the applicant was convicted, and (2) no more than ten years have elapsed since the date of the conviction or the release of the applicant from the confinement imposed for that conviction, which is the later date (Adopted 5/07)

 

The Association will also consider the following in determining an applicant’s qualification for REALTOR® membership:

 

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

2.  Pending ethics complaints (or hearings)

3.  Unsatisfied discipline pending

4.  Pending arbitration requests (or hearings)

5. Unpaid arbitration awards or unpaid financial obligations to any other REALTOR® association or REALTOR® association MLS

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

 

“Provisional” membership may be granted in instances where ethics complaints or arbitration requests (or hearings) are pending in other associations or where the applicant for membership has unsatisfied discipline pending in another association (except for violations of theCode of Ethics; See Article V, Section 2(a) NOTE 2) provided all other qualifications for membership have been satisfied.  Associations may reconsider the membership status of such individuals when all pending ethics and arbitration matters (and related discipline) have been resolved or if such matters are not resolved within six (6) months from the date that provisional membership is approved.  Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of REALTOR® membership.  If a member resigns from another association with an ethics complaint or arbitration request pending, the association may condition membership on the applicant’s certification that he/she will submit to the pending ethics or arbitration proceeding (in accordance with the established procedures of the association to which the applicant has made application) and will abide by the decision of the hearing panel.   (Amended 11/09)

 

Section 3. Election to Membership

 

The procedure for election to membership shall be as follows:

 

a. Applicants for REALTOR® membership shall be granted provisional membership immediately upon submission of a completed application form and remittance of applicable Association dues and any application fee.  Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of membership.  Provisional membership is granted subject to subsequent review of the application by the BOD.  If the BOD determines that the individual does not meet all of the qualifications for membership as established in the Association’s bylaws or, if the individual does not satisfy all of the requirements of membership (for example, completion of a mandatory orientation program) within 120 days from the Association’s receipt of his/her application, membership may, at the discretion of the BOD, be terminated.

 

b. Dues shall be computed from the date of application and shall be non-refundable unless the Association’s BOD terminates the individual’s membership in accordance with subsection (a) above.  In such instances, dues shall be returned to the individual less a prorated amount to cover the number of days that the individual received Association services and any application fee.

 

c. The BOD may not terminate any provisional membership without providing the provisional member with advance notice, an opportunity to appear before the BOD to call witnesses on his/her behalf, to be represented by counsel, and to make such statements as he deems relevant.  The BOD may also have counsel present.  The BOD shall require that written minutes be made of any hearing before it or may electronically or mechanically record the proceedings.

 

d. If the BOD determines that provisional membership should be terminated it shall record its reasons with the Secretary.  If the BOD believes that termination of provisional membership may become the basis of litigation and a claim of damage by a provisional member, it may specify that termination 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 termination violates no rights of the individuals.

 

e. The BOD may, at its discretion, grant membership to applicants who have held

memberships in good standing prior to the time of their applications either in another Board of REALTORS® or as individual members of the NATIONAL ASSOCIATION OF REALTORS® or who have previously been members of the Aurora Association of REALTORS® without the orientation requirement as provided in Article V, Section 3.a above, provided such applicants meet all other qualifications for membership.

 

Section 4.  New Member Code of Ethics Orientation

 

Applicants for REALTOR® membership and provisional REALTOR® membership (where applicable) shall complete an orientation program on the Code of Ethics of not less than four (4) hours of instructional time.  This requirement does not apply to applicants for REALTOR® membership or provisional members who have completed comparable orientation in another association, provided that REALTOR® membership has been continuous or that any break in membership is for one (1) year or less.

Failure to satisfy this requirement within 120 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 3:  Orientation programs must meet the learning objectives and minimum criteria established from time to time by the NATIONAL ASSOCIATION OF REALTORS®.

 

Section 5.  Continuing REALTOR® Code of Ethics Training

 

Effective January 1, 2001, through December 31, 2004, and for successive four-year periods thereafter, each REALTOR® member of the Association shall be required to complete quadrennial ethics training of not less than two and one-half (2-1/2) hours 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.  (Adopted 1/01)(Amended 9/03)(Amended 4/04)

Failure to meet the required periodic training 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, revised 5/05, amended 11/08)

 

Section 6.  Membership Status Changes

 

A REALTOR® who changes the conditions under which he/she holds membership shall be required to provide written notification to the Association within thirty (30) days.  A REALTOR® (non-principal) who becomes a principal in the firm with which he/she has been licensed or, alternatively, becomes a principal in a new firm which will be comprised of REALTOR® principals may be required to satisfy any previously unsatisfied membership requirements applicable to REALTOR® (principal) members but shall, during the period of transition from one status of membership to another, be subject to all of the privileges and obligations of a REALTOR® (principal).  If the REALTOR®(non-principal) does not satisfy the requirements established in these Bylaws for the category of membership to which he/she has transferred within 120 days of the date he/she advised the Association of his/her change in status, his/her new membership application will terminate automatically unless otherwise so directed by the BOD.

 

A REALTOR® who is transferring his/her license from one firm comprised of REALTOR®  principals to another firm comprised of REALTOR®  principals shall be subject to all of the privileges and obligations of membership during the period of transition.  If the transfer is not completed within thirty (30) days of the date that Association is advised of the disaffiliation with the current firm, membership will terminate automatically unless otherwise so directed by the BOD. (Amended 1/98)

 

The BOD, at its discretion, may waive any qualification which the applicant has already fulfilled in accordance with the Association’s Bylaws.

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,

Dues shall be prorated from the first day of the month in which the member is notified of election by the BOD and shall be based on the new membership status for the remainder of the year. (Amended 1/05)

 

ARTICLE VI – PRIVILEGES, OBLIGATIONS AND VIOLATIONS

 

The privileges and obligations of members, in addition to those otherwise provided in these Bylaws, shall be specified in this Article.

 

Section 1.  Bylaws Violations

 

Any member of the Association may be reprimanded, fined, placed on probation, suspended or expelled by the Board of Directors for a violation of these Bylaws and Association Rules and Regulations consistent with these Bylaws after a hearing as provided in the Code of Ethics and Arbitration Manual of the Association.  Although members other than REALTORS® are not subject to the Code of Ethics nor its enforcement by the Association, such members are encouraged to abide by the principles established in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and to conduct their business and professional practices accordingly. Further, members other than REALTORS® may,  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 and 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 Association, the State Association, and the NATIONAL ASSOCIATION OF REALTORS®.

 

Section 2.  Code of Ethics Violations

 

Any REALTOR® member of the Association 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 Association 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 3.  Member Resignations

 

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 Association for dues, fees, fines, or other assessments of the Association or any of its services, departments, divisions, or subsidiaries, the Association may place conditions on the right of the resigning member to reapply for membership upon payment in full of all such monies owed.

 

Section 4Resignation with Pending Ethics Complaint

 

If a member resigns from the Association or otherwise causes membership to terminate with an ethics complaint pending, the Board of Directors may place conditions on 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.

If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration or mediation continues in effect even after membership lapses or is terminated, provided that the dispute arose while the former member was a REALTOR®.  (Amended 1/00 and 11/11)

 

Section 5.  REALTOR® Members

 

Primary and Secondary REALTOR® members in good standing whose financial obligations to the Association are paid in full shall be

1.      entitled to vote and to hold elective office in the Association;

2.      may use the terms REALTOR® or REALTORS® (which use shall be subject to the provisions of Article VIII); and

3.      have the primary responsibility to safeguard and promote the standards, interests and welfare of the Association and the real estate profession.

 

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/herself 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 Association 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 readmitted to membership in the Association. 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 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 or management control is relinquished or unless the REALTOR® member (non-principal) elects to sever his/her connection with the REALTOR®  and affiliate with another REALTOR®  member in good standing in the Association, whichever may apply. If a REALTOR® member 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.

 

In any action taken against a REALTOR® member for suspension or expulsion under Section 6(a),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 (a) shall apply.

 

In order to remain members of the Association REALTOR® members may be required to complete, at least every three (3) years or more frequently if required by the Board of Directors, not less than two (2) nor more than six (6) cumulative hours of instruction with respect to Association or member practices, such as violations of antitrust laws, civil rights laws or other similar public policies, that might result in a significant legal vulnerability and possible liability to the Association and its members

 

Section 6.  Affiliate Members

 

Affiliate members shall have such rights and privileges and be subject to such obligations as may be prescribed by the Board of Directors. Affiliate members shall not be eligible to vote or hold elective office.

 

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 4: 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® or use the REALTOR® logo, to serve as Chair of the local association or to be a participant in the local association’s Multiple Listing Service.

 

Section 8. Life Members

 

Life members shall have privileges and rights and be subject to obligations prescribed by the Board of Directors. They shall not have the right to vote and to hold elective office.

 

Section 9. Public Service Members

 

Public Service members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.  They shall not have the right to vote and to hold elective office.

 

Section 10.  Honorary Members

 

Honorary membership shall confer only the right to attend meetings and participate in discussions.

 

Section  11. Student Members

 

Student members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors. Student members shall not be eligible to vote or hold elective office.

 

Section 12.  Certification by REALTORS®

 

Designated REALTOR® members of the Association shall certify to the Association during the third quarter of the fiscal year and no later than August of each year, and at other times as requested by the Board of Directors, on a form provided by the Association, a complete listing of all individuals licensed or certified with the REALTOR®’s office(s) and shall designate a primary Association for each individual who holds membership.  Designated REALTORS® shall also identify any nonmember licensees in the REALTOR®‘s office(s) and if Designated REALTOR® dues have been paid to another Board or Association based on said nonmember licensees, the Designated REALTOR® shall identify the Board or Association to which dues have been remitted.  These declarations shall be used for purposes of calculating dues under Article X, Section 2(a) of the Bylaws.  Designated REALTOR® members shall also notify the Association of any additional individual(s) licensed or certified with the firm(s) within thirty (30) days of the date of affiliation or severance of the individual.

 

Section 13.  Legal Liability Training

 

REALTOR® members may be required, as determined by the Board of Directors, to complete a course of instruction with respect to member practices that might result in significant legal vulnerability and possible liability to the Association and its members, such as violations of antitrust laws, civil rights laws, or other similar public policies.  Any education requirement must comply with Interpretation No. 37 of Article 1, Section 2, Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.

 

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 an investigation in accordance with the procedures of the Association.  As used in this Section, harassment means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonably interfering with an individual’s work performance by creating a hostile, intimidating or offensive work environment.  The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the Chair, Chair-Elect, and one member of the Board of Directors selected by the highest ranking officer not named in the complaint upon consultation with legal counsel for the Association.  Disciplinary action may include any sanction authorized in the Association’s Code of Ethics and Arbitration Manual.  If the complaint names the Chair or Chair-Elect, he/she may not participate in the proceedings and shall be replaced by the Immediate Past Chair or alternatively by another member of the Board of Directors selected by the highest ranking officer not named in the complaint. (Amended 5/08)

 

     NOTE 5:  Suggested procedures for processing complaints of harassment are available on line at http://www.REALTOR.org or from the Member Policy Department.  (Amended 5/08)

 

ARTICLE VII – PROFESSIONAL STANDARDS AND ARBITRATION

 

Section 1.  Governing Documents

 

The responsibility of the Association and of Association members relating to the enforcement of the Code of Ethics, the disciplining of members and the arbitration of disputes, and 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 by this reference is made a part of these Bylaws; provided, however, that any provision deemed inconsistent with state law shall be deleted or amended to comply with state law.

 

Section 2Duties

 

It shall be the duty and responsibility of every Realtor®  Member of this Association to abide by the Constitution and Bylaws and the Rules and Regulations of the Association, the Constitution and Bylaws of the 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 Association as from time to time amended.

 

Section 3. Enforcement

 

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

 

ARTICLE VIII – USE OF THE TERM REALTOR® AND REALTORS®

 

Section 1.  Use of the Term REALTOR® by Individuals

 

Use of the term REALTOR® and REALTORS® by members shall at all times be subject to the provisions of the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS® and to the Rules and Regulations prescribed by its Board of Directors. The Association shall have the authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTORS®, use of the term 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. Use of the Term REALTOR® for Business

 

REALTOR® members of the Association shall have the privilege of using the terms REALTOR® or REALTORS® in connection with their places of business within the state or a contiguous state thereto so long as they remain REALTOR® members in good standing. No other class of members shall have this privilege.  (Amended 1/96)

 

Section 3. Principals

 

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 Article IV Section 1.3.

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, or corporate officer, or branch office manager holds REALTOR® membership, the term REALTOR® or REALTORS® may not be used in reference to those additional places of business. (Amended 1/01)

 

Section 4.  Institute Affiliate Members

 

Institute Affiliate members shall not use the terms REALTOR® or REALTORS® nor the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS®.

 

ARTICLE IX – STATE AND NATIONAL MEMBERSHIPS

 

Section 1. State and National Memberships

 

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

 

Section 2.  Trade Name

 

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

 

Section 3. Code of Ethics

 

The Association adopts the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and agrees to enforce that Codeamong its REALTOR® members. The Association and all of its members agree to abide by the Constitution, Bylaws, Rules and Regulationsand policies of the National Association and the Colorado Association of REALTORS®.

 

ARTICLE X – DUES AND ASSESSMENTS

 

Section 1. Application Fee

 

The Board of Directors may adopt an application fee for REALTOR® membership in a reasonable amount not exceeding three (3) times the amount of the annual dues for REALTOR® membership. The application fee amount shall accompany each application for REALTOR® membership and shall become the property of the Association upon final approval of the application. (Amended 1/02)

 

Section 2. Dues

 

Annual dues of members shall be as follows:

 

(a) REALTOR® Members. The annual dues for each designated REALTOR® member shall be in such amount established annually by the Board of Directors plus an additional amount established annually by the Board of Directors to be multiplied by the number of real estate licensees and licensed or certified appraisers who (1) are employed by or affiliated as independent contractors or who are otherwise directly or indirectly licensed with such REALTOR® Member and (2) are not REALTOR® members of any Board or Association in the state or a state contiguous thereto or Institute Affiliate members of the Aurora Association.  In calculating the dues payable to the Association by a Designated REALTOR® member, nonmember licensees as defined in Section 2(a)(1) and (2) of this Article shall not be included in the computation of dues if the Designated REALTOR®  has paid dues based on said nonmember licensees in another Board or Association in the state or a state contiguous thereto, provided the designated REALTOR® notifies the Association in writing of the identity of the Association to which dues have been remitted.  In the case of a Designated REALTOR® member in a firm, partnership, or corporation whose business activity is substantially all commercial, any assessments for nonmember 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 Association.

 

(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 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 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.

 

(2)  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 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®.

 

(3)  The exemption for any licensee shall automatically be revoked upon the individual’s being engaged in real estate licensed activities other than referrals and dues for the current fiscal years shall be payable.

 

(4)  Membership dues shall be prorated for any licensee included on a certification form submitted to the Association who during the same calendar year applies for REALTOR® membership in the association.  However, membership dues shall not be prorated if the licensee held REALTOR® membership during the preceding calendar year. (Amended 11/09)

 

                                    (5) The annual dues of REALTOR® members other than the designated REALTOR® shall be an amount as established annually by the Board of Directors. (Amended 1/05)

 

(b)   Affiliate Members. The annual dues of each Affiliate member shall be an amount 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 6:  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® or the REALTOR® logo, to serve as Chair of the local association, or to be a participant in the local association’s Multiple Listing Service.

 

NOTE 7:  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).  The

National Association shall credit $25 to the account of a local association for each Institute Affiliate member whose office address is within the assigned territorial jurisdiction of a Commercial Overlay Board (COB); the $25 amount will be credited to the COD unless the Institute Affiliate member directs that the dues be distributed to the other association.  The National Association shall also credit $25 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)   Life Members. The annual dues, if any, for Life members shall be in such amount as

established annually by the Board of Directors.

 

(e)   Public Service Members.  The annual dues of each Public Service Member shall be in such

amount as established annually by the Board of Directors. (Amended 1/05)

 

(f)  Honorary Members. Dues payable, if any, shall be at the discretion of the Board of

Directors.

 

(g)  Student Members. Dues payable, if any, shall be at the discretion of the Board of

Directors. (Amended 1/05)

 

Section 3. Dues Payable

 

Dues for all members shall be payable annually by the first day of October or by payment schedule as determined by the Board of Directors.  Dues shall become payable at the time an application for membership or granting of a provisional membership is submitted and shall be prorated for the remainder of the fiscal year.  State and National dues shall be prorated from the first day of the month  that a member applies.  Local dues shall be calculated from the first day of the month in which the member applies.  In the event a real estate licensee or licensed or certified appraiser who holds REALTOR®  membership is dropped for nonpayment of Association 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 nonmember licensee.  Dues shall be calculated from the first day of the current fiscal year and are payable within thirty (30) days of the notice of termination.

 

Section 4. Nonpayment of Financial Obligations

 

(a)    Timeliness.  If dues, fees, fines or other assessments, including amounts owed to the Association, 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. 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 the due date membership of the nonpaying member shall automatically terminate unless within that time the amount due is paid.

(b)   Disputed Amounts.  No action shall be taken to suspend or expel a member for nonpayment of disputed amounts until the accuracy of the amount owed has been confirmed by the Board of Directors.

(c)    Reinstatement.  A former member who has had his/her membership terminated for nonpayment of dues, fees, fines, or other assessments duly levied in accordance with the provisions of these Bylaws or the provisions of other Rules and Regulations of the Association or any of its services, departments, divisions or subsidiaries may apply for reinstatement after making payment in full of all past due amounts and paying the reinstatement fee established annually by the Board of Directors. (Amended 4/23/04)

 

Section 5. Deposits

 

All monies received by the Association for any purpose shall be deposited to the credit of the Association in a financial institution or institutions selected by resolution of the Board of Directors.  (Amended 1/05)

 

Section 6. Expenditures

 

The Board of Directors shall govern the finances of the Association.  Individual directors do not have the authority to obligate the Association financially.

 

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 Association shall be noticed to the delinquent Association member in writing setting forth the amount owed and due date.

 

Section 8. REALTOR® Emeriti Dues

 

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 National Association’s Distinguished Service Award shall be as determined by the Board of Directors.

 

            NOTE 8:  A Member Board’s dues obligation to the National Association is reduced by an amount equal to the amount which the Association is assessed for a REALTOR® member, times the number of REALTOR® Emeriti (as recognized by the National Association), past presidents of the National Association, and recipients of the Distinguished Service Award of the National Association who are REALTOR® members of the Association.  The dues obligation of such individuals to the local association should be reduced to reflect the reduction in the Association’s dues obligation to the National Association.  The Association may, at its option, choose to have no dues requirement for such individuals except as may be required to meet the Association’s obligation to the State Association with respect to such individuals.  Member Boards should determine whether the dues payable by the Association to the State Association are reduced with respect to such individuals.  It should be noted that this does not affect a Designated REALTOR®’s dues obligation to the Association with respect to those licensees employed by or affiliated with the Designated REALTOR® who are not members of the local association.

 

ARTICLE XI – OFFICERS AND DIRECTORS

 

Section 1. Officers.

 

The elected officers of the Association shall be:  a Chair, a Chair-Elect who will succeed to the Chair

position the following year subject to final approval of the Board of Directors and a Corporate Secretary.  The elected officers are to be elected by the Board of Directors to a term of office of one (1) year or until their successors are installed, whichever is last to occur, commencing from the first day of the fiscal year.

 

Section 2.  Election of Officers

 

No later than the regularly scheduled August meeting of the Board of Directors the new Board of Directors shall elect officers whose terms shall commence at the beginning of the next fiscal year following installation of officers and directors

 

Section 3.  Duties of Officers

 

(a)               The Chair shall preside at the meetings of the membership and Board of Directors.  The Chair shall appoint members of Board-designated committees unless otherwise directed by these Bylaws or the Board’s governing policies and shall be an ex-officio member of all such committees without vote.  The Chair shall represent the Association at REALTOR® conferences (state and national) as specified in Association policies and at civic meetings, shall be the official spokesperson for the Board of Directors and shall perform other duties as may be assigned by the Board of Directors.

 

(b)               The Chair-Elect shall perform the duties of the Chair in the event of the Chair’s absence or inability to act and shall be an ex-officio member of all Board committees without vote.  The Chair-Elect shall become Chair of the Board of Directors the next term after ratification by the Board of Directors.

 

(c)                The Corporate Secretary shall ensure that an official record is kept of the proceedings of meetings of the Board of Directors and of the membership.  If the Chair-Elect is unable or unwilling to serve, the Corporate Secretary shall temporarily perform the duties of the Chair-Elect until the Directors elect a new Chair-Elect.

 

Section 4.  Employed Chief Executive Officer and Duties

 

The Board of Directors may employ a Chief Executive Officer (CEO) who shall be responsible for the day-to-day management and operations of the Association, fulfilling the requirements of the position in a manner consistent with governing policies established by the Board of Directors.

 

Section 5.  Board of Directors

 

The governing body of the Association shall be a Board of Directors consisting of eleven (11) members. In addition, the immediate past Chair, without election, shall serve a one-year (1) term if his/her elected Board term shall have expired and a Chair-Elect who is ratified as Chair in the last year of his/her elected term shall serve a two-year (2) term without election as Chair and immediate past Chair. Directors shall be elected to serve a term of three (3) years.  However, if a Director position becomes vacant during a three-year (3) term, the Board of Directors shall elect a replacement to serve until the end of that fiscal year or one (1) additional fiscal year through the next election.  During the next election, the membership will elect a Director to serve either one (1) or two (2) years, whichever fulfills the original term.    (Amended 1/05)

 

Section 6.  Election of Directors

 

(a) At least two (2) months before the annual election of Directors, a Nominating Committee of five (5) REALTORS® shall be appointed by the Chair and ratified by the Board of Directors. The Nominating Committee shall by majority vote nominate at least two (2) candidates for each vacancy of  the Board of Directors. The report of the Nominating Committee shall be communicated by mail or electronic transmission to each REALTOR® member at least thirty (30) days preceding the election. Additional candidates for the offices to be filled may be placed in nomination by a petition signed by fifty (50) REALTOR® members who are in good standing, provided such petition is filed with the CEO at least twenty (20) days preceding the election. The CEO shall notice such additional nominations to all REALTOR® members at least fifteen (15) days before the election.  (Amended 1/05)

 

(b) All nominees on the day of election shall

(1) be voting members of the Association for at least one-year prior to election

(2) be current on all dues and assessments;

(3) not be under suspension; and

(4) not be associated with a company that already has four (4) members serving on the

Board of Directors for the ensuing year.

 

(c)There shall not be more nominees from one company than may be elected.

 

(d) No later than May 1 of each year the Board of Directors shall set the date, time and polling place(s) for the election of Directors. Voting shall be by written or electronic ballot cast by a REALTOR® member who is entitled to vote.  The ballot shall contain the names of all candidates and the office for which they are nominated.

 

(e) The election shall be monitored by the immediate past Chair and a committee of two (2) members not running for office, appointed by the Chair and ratified by the Board of Directors.   For each position the candidate receiving the greatest number of votes shall be declared elected by the Election Committee. In the case of a tie vote, the winner shall be determined by lot.

 

Section 7.  Election of Directors of the Colorado Association of REALTORS®.

 

(a)    Number of Candidates.  The Aurora Association of REALTORS®, as provided in the Colorado Association of REALTORS® Bylaws, will elect the number of directors as allocated according to the Association’s REALTOR® membership as of March 31st of each year to the Colorado Association of REALTORS® Board of Directors for the terms designated by the Colorado Association Directors.

 

(b)    Eligibility. Only REALTOR® members of the Association may be elected to and serve as Colorado Association of REALTORS® directors.

 

(c)    Nominations.  The same Nominating Committee for election of Board of Directors shall also function as the CAR Nominating Committee.  The Nominating Committee will select candidates for state directors.  Names of such nominees shall be communicated by mail or electronically  to the membership at least thirty (30) days preceding the election. In addition, qualified members as provided in paragraph (b) above may be nominated by written, signed petitions of least fifty (50)

REALTOR® members in good standing with the Association, provided that such petitions are presented to the Chief Executive Officer at least twenty (20) days preceding the election. The names submitted by the Nominating Committee plus those by proper petition as set forth in this paragraph shall then become the Association’s nominees for directors of the Colorado Association for terms as designated.

 

(d)    Election. Election of directors to the State Association shall be held concurrent with the annual election of the Association.  Election shall be by majority vote of the REALTOR® membership casting votes.  Notice of such election will be sent to those qualified to vote at least fifteen (15) days prior to the date of election stating time and place.  The Board of Directors shall determine the method of balloting.

 

(e)    Certification. Names of those elected as State Association Directors shall be certified by the Aurora Association CEO and a signed copy of such certified report submitted to the Colorado Association of REALTORS® Chief Executive Officer at the State Association office prior to September 1st.

 

Section 8. Vacancies

 

Vacancies among the AAR Officers, the AAR Board of Directors and the CAR Board of Directors shall be filled by a simple majority vote of the AAR Board of Directors until the next annual election.

 

Section 9. Removal of Officers and Directors

 

In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected or fails to fulfill the responsibilities of board members as articulated in the Association’s  governing policies, the Officer or Director,  if unwilling to resign from office voluntarily, may be removed from office under the following procedure:

 

(a) A petition requiring removal of an Officer or Director and signed by not less than one-third (1/3) of the voting membership or a majority of all Directors shall be filed with the Chair, or, if the Chair 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 Association shall be held. 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 Chair of the Association unless the Chair’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 (See Article XII Section 5) is present, a three-fourths (3/4) vote of members present and voting shall be required for removal from office.

 

ARTICLE XII – MEETINGS

 

Section 1. Annual Meeting

 

An annual meeting of the voting membership may be held each year; the date, place and hour to be designated by the Board of Directors. (Amended 1/05)

 

Section 2. Meetings of Directors

 

The Board of Directors shall meet at regular times duly announced to the members. Absence from three (3) regular meetings during any elective year without an excuse deemed valid by the Board of Directors shall be construed as a resignation subject to ratification by the Board of Directors. A majority of the Board of Directors shall constitute a quorum.

 

Section 3. Other Meetings

Meetings of the members may be held at other times as the Chair or Board of Directors may determine or upon the written request of at least ten (10) per cent of the members eligible to vote.

 

Section 4. Notice of Meetings

 

Written notice shall be given to every member entitled to participate in the meeting at least one (1) week preceding all meetings.  If a special meeting is called, it shall be accompanied by a statement of the purpose of the meeting.

 

Section 5.  Quorum

 

A quorum for the transaction of business shall consist of ten (10) per cent of the members eligible to vote except at a meeting called to amend these Bylaws where a quorum shall consist of the REALTOR® members present.

 

ARTICLE XIII – COMMITTEES

 

Section 1.  Establishment of Committees

 

The Directors may, from time to time, establish such standing and/or ad-hoc committees as they see necessary to assist in fulfillment of their governance role.  The specific purpose, products and authority of each committee are to be stated explicitly in the Directors’ resolution establishing such committee.  Unless authorized by the Directors, Committee Chairs and members shall not, through any contractual agreement or otherwise, obligate the Association financially.

 

Section 2.  Professional Standards and Grievance Committees

 

Appointments to the Professional Standards Committee and Grievance Committee shall be consistent with the cooperative professional standards enforcement agreement of the Association.

 

Section 3.  Chair/Chair-Elect as Ex-Officio Member

 

The Chair/Chair-Elect shall be an ex-officio member of all standing committees and shall be notified of their meetings.

 

ARTICLE XIV – FISCAL AND ELECTIVE YEAR

 

The fiscal year and the elective year of the Association shall be from October 1 through September 30.

 

ARTICLE XV – RULES OF ORDER

 

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

ARTICLE XVI – AMENDMENTS

 

Section 1.  Bylaw Amendment Meetings

 

These Bylaws may be amended by the 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(s) 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 the National Association of REALTORS® policy and such amendments will be published to the membership within thirty (30) days of the Board action.

 

Motions to introduce Bylaws amendments that have not been published to the membership in advance of a Membership Meeting shall be voted upon by the membership at a subsequent Membership Meeting which shall be held within thirty (30) days. Article IX, Sections 1-3 may be amended only by a majority vote of all REALTOR® members. Proxy voting shall be allowed if

(1) the proxy is in writing on a form provided by the Board of Directors;

(2) the proxy is filed with the CEO prior to the meeting date; and

(3) the member certified that he/she will be unable to cast a ballot at an authorized place of balloting on the date of voting due to illness or anticipated absence from the jurisdiction of the Association.

Said proxy, if exercised, shall count toward the quorum requirement.

 

Section 2.  Notification

 

Every member eligible to vote shall be given notice at least one (1) week prior to the meeting as to which amendments are being considered.

 

Section 3.  NAR Approval

 

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

 

ARTICLE XVII – INTERASSOCIATION AGREEMENTS

 

Section 1Shared Services/Agreements

 

The authority of the Board of Directors to manage the affairs of the Association shall include, to the extent deemed to be in the best interest of the Association, the authority to enter into management services agreements, shared services agreements and the like for purposes of delegating responsibility for conduct of any or all of the day-to-day operations of the Association.  Notwithstanding the foregoing, however, the Board of Directors shall not have the authority without the prior consent of members as required by law to enter into any actual or de facto merger agreement.  No member of the Board of Directors shall have the authority to delegate his/her responsibility or duties as a director.

 

Section 2Merger or Consolidation

 

In the event of any proposed merger or consolidation of the Association with one or more other corporations the Board of Directors of the Association shall appoint an ad hoc committee to develop a proposed plan of merger or consolidation in accordance with NAR Membership Policy and Board Jurisdiction guidelines.  The Board of Directors shall be required to adopt a resolution approving the proposed plan and direct that it be submitted to a vote at a meeting of the REALTOR® members.  Written notice setting forth the proposed plan of merger or consolidation or a summary thereof shall be given to each REALTOR® member entitled to vote within the time and in the manner specified in the applicable statutes.  The proposed plan of merger or consolidation shall be adopted upon receiving at least two-thirds (2/3) of the votes which REALTOR® members present at such meeting (or represented by proxy to the extent voting by proxy is permitted by the Association’s Articles of Incorporation) are entitled to cast.

 

After an approval and at any time prior to the filing of articles of merger or consolidation the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

 

ARTICLE XVIII – DISSOLUTION

 

Upon the dissolution of this Association the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to the Colorado Association of REALTORS® or, within its discretion, to any other nonprofit tax exempt organization. (Amended 1/05)

 

ARTICLE XIX – MULTIPLE LISTING SERVICE

 

Section 1. Authority

 

The Association of REALTORS® may maintain for the use of its members a Multiple Listing Service which shall be a lawful corporation of the State of Colorado.

 

Section 2. Purpose

 

A Multiple Listing Service is a means by which authorized Participants make blanket unilateral offers of compensation to other Participants

(1)   by which cooperation among participants is enhanced

(2)   by which information is accumulated and disseminated to enable authorized Participants to prepare appraisals, analyses and other valuations of real property for bona fide clients and customers;

(3)   by which Participants engaging in real estate appraisal contribute to common data bases; and

(4)   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 a procuring cause of the sale or lease.

 

Section 3. Governing Documents

 

The Board of Directors shall cause any Multiple Listing Service established by it pursuant to this Article to conform its Corporate Charter, Constitution, Bylaws, Rules, Regulations, and Policies, Practices, and Procedures and at all times to the Constitution, Bylaws, Rules, Regulations, and Policies of the National Association of REALTORS®.

 

Section 4. Participation

 

Any REALTOR® member of this or any other Board/Association who is a principal, partner, 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 the Multiple Listing Service 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 the Association’s 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 or Association Multiple Listing Service where access to such information is prohibited by law.  (Amended 11/08)

            NOTE  9:  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 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 on-going 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 an MLS to deny participation to a Participant or potential Participant who 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 on a nondiscriminatory manner to all Participants and potential Participants.  (Adopted 11/08)

 

Section 5.  Metrolist Directors

 

The Board of Directors will elect two persons to serve as Directors of Metrolist, Inc., the regional Multiple Listing Service, and shall, in its sole discretion, determine the length of terms for each position.  The Board of Directors may remove persons from the position of Metrolist Director and elect replacement Directors to vacant positions.

 

Revised:           August 21, 2013  (Per NAR request)

Adopted:          August 21, 2013  (Approved by NAR 09/19/2013)

Revised:           July 19, 2013

Adopted:          July 19, 2013 (Subject to NAR approval)

Revised:           April 25, 2009

Adopted:          April 25, 2009

Revised:           April 22, 2009

Adopted:          April 22, 2009

Revised:           January 21, 2009

Adopted:          January 21, 2009

Revised:           April 18, 2007

Adopted:          April 18, 2007

Revised:           September 20, 2006

Adopted:          September 20, 2006

Revised:           September 28, 2005

Adopted:          September 28, 2005

Revised:           August 24, 2005

Adopted           August 24, 2005

Revised:           April 23, 2004

Adopted           April 23, 2004

Revised:           September 16, 2003

Adopted:          September 16, 2003

Revised:           July 25, 2003

Adopted:          July 25, 2003

Revised:           May 25, 2001

Adopted:          May 25, 2001