MASSACHUSETTS ASSOCIATION OF REALTORS BYLAWS 5/2015-1 -
TABLE OF CONTENTS ARTICLE I NAME AND PURPOSES 3 ARTICLE II MEMBERSHIP 3 ARTICLE III USE OF THE TERMS REALTOR 5 ARTICLE IV OFFICERS 5 ARTICLE V BOARD OF DIRECTORS 6 ARTICLE VI EXECUTIVE COMMITTEE 10 ARTICLE VII INVESTMENT COMMITTEE 10 ARTICLE VIII ELECTION OF OFFICERS AND DIRECTORS 11 ARTICLE IX ELECTION OF MASSACHUSETTS NAR DIRECTOR(S) AT-LARGE 12 ARTICLE X REGIONAL VICE PRESIDENT AND NATIONAL OFFICE 12 ARTICLE IXI COMMITTEES 12 ARTICLE XII FISCAL YEAR 13 ARTICLE XIIII CODE OF ETHICS 13 Formatted: Font: Not Bold, No underline Formatted: Font: Not Bold Formatted: Font: Not Bold, No underline Formatted: Font: Not Bold, No underline Formatted: Font: Not Bold Formatted: Font: Not Bold, No underline Formatted: Font: Not Bold, No underline ARTICLE XIIXIV PROFESSIONAL STANDARDS 13 ARTICLE XVIII DUES 16 ARTICLE XVIIV DIVISIONS 17 ARTICLE XVII RULES OF ORDER 17 ARTICLE XVIII AMENDMENTS 18 ARTICLE XVIIXIX HARASSMENT 19 ARTICLE XXVIII DISSOLUTION 19 ARTICLE XXI MISCELLANEOUS PROVISIONS 19 ARTICLE XXIII PERSONAL LIABILITY 19 ARTICLE XXI INDEMNIFICATION 20 REVISED 05/01/15 REVISED 12/8/14 REVISED 12/3/13 Formatted: Font: Not Bold, No underline Formatted: Font: Not Bold Formatted: No underline Formatted: Font: Not Bold Formatted: Font: Not Bold, No underline Formatted: Font: Not Bold Formatted: Font: Not Bold, No underline Formatted: No underline Formatted: Font: Not Bold Formatted: Font: Not Bold, No underline Formatted: Font: Not Bold Formatted: No underline Formatted: Font: Not Bold, No underline - 2 -
REVISED 5/22/13 REVISED 5/23/12 REVISED 5/18/11 REVISED 8/5/08 REVISED 04/07 REVISED 12/06 REVISED 9/12/06 REVISED 5/2/06 REVISED 12/6/05 REVISED 9/13/05 REVISED 5/03/05 REVISED 12/2/03 REVISED 9/16/03 REVISED 9/16/02 REVISED 4/2002 REVISED 6/2001 REVISED 9/1998 REVISED 12/1996-3 -
BYLAWS ARTICLE I NAME AND PURPOSES SECTION 1. The name of the organization shall be the Massachusetts Association of REALTORS, hereinafter referred to as the State Association, or MAR. SECTION 2. The purpose of the Massachusetts Association of REALTORS is to serve its members in concert with its Local Member Associations, and/or Boards of REALTORS, and/or Local Associations of REALTORS, hereinafter referred to as Local Member Associations and the National Association of REALTORS, hereinafter also referred to as NAR: (1) By providing and promoting services and programs designed to enhance members' ability and freedom to conduct their individual businesses successfully and professionally with integrity and competency; and (2) through collective action by promoting the preservation and extension of real property rights. ARTICLE II MEMBERS/MEMBERSHIP SECTION 1. Membership in the State Association shall not be restricted by reason of race, color, religious creed, national origin, sex, age, ancestry, sexual orientation, or disability. SECTION 2. The members of this State Association shall consist of eight classes: (A) Local Member Associations, (B) REALTOR Members, (C) REALTOR-ASSOCIATE Members, (D) Affiliate Members, (E) Institute Affiliate Members, (F) REALTOR Emeritus Members (G) Life Members and (H) Honorary Members. SECTION 3. Local Member Associations, in the Commonwealth of Massachusetts, which shall comply with and undertake to abide by the Bylaws and regulations of the State Association and the National Association of REALTORS, and which shall agree in writing to adopt and enforce the Code of Ethics of the State Association and of the National Association of REALTORS, may when their written application shall have been favorably acted upon by a two-thirds vote of the Board of Directors, be enrolled as Local Member Associations of the State Association. SECTION 3A. A Local Member Association shall be any Board within the Commonwealth of Massachusetts as described under Article II. By virtue of such membership, each REALTOR Member of the Local Member Association shall be entitled to membership in the State and National Associations of REALTORS. SECTION 3B. Any Local Member Association enrolled as a member of the State Association shall also be a member of the National Association of REALTORS, subject to complying with the rules and regulations of said National Association. Any Local Member Association which does not maintain its membership in the National Association of REALTORS shall thereby forfeit its membership in the State Association. SECTION 3C. The Board of Directors shall have the power to expel any Local Member Association, after due notice and hearing, which fails to comply with these Bylaws and the REALTOR Members of such Local Member Association shall thereupon lose all their rights and privileges in the State Association and in the National Association of REALTORS. The Board of Directors shall have equal power with respect to any individual Member. SECTION 3D. A Local Member Association may withdraw from the State and National Associations by decision of a majority vote of all its REALTOR Members provided that written notice is given to said associations at least one month in advance of the date designated for the termination of such membership. SECTION 4. A REALTOR Member shall be any individual engaged in the real estate profession as a principal, partner, corporate officer or branch office manager acting on behalf of the firm s principals, and licensed or certified - 4 -
individuals affiliated with said REALTOR Member whose place of business is located in an area outside the jurisdiction of any Local Member Association who meets the qualifications for REALTOR membership established by the State Association (which must be consistent with NAR s membership criteria). Secondary REALTOR membership shall also be available to individuals who hold primary membership in a board/association in another state and who desire to obtain direct membership in the State Association without holding membership in a Local Member Association in the state. SECTION 4A. A REALTOR Member shall be any REALTOR or REALTOR -ASSOCIATE Member of a Local Member Association as previously defined, and as such, shall be entitled to membership in the State and National Associations of REALTORS. SECTION 4B. Salespersons or licensed or certified appraisers who are employed by or affiliated as independent contractors with a REALTOR Member of this Association shall be eligible for REALTOR Membership. SECTION 5. REALTOR -ASSOCIATE Members shall be individuals who are engaged in the real estate profession other than as principals, partners, corporate officers, or branch managers and do not qualify for or seek REALTOR membership. REALTOR - ASSOCIATE Membership shall also be available to individuals who hold Primary Membership in an association in another state and who desire to obtain direct membership in the State Association without holding membership in a Local Member Association in the state. SECTION 5A A REALTOR -ASSOCIATE Member shall be any REALTOR of a Local Member Association as previously defined, and as such shall be entitled to membership in the State and National Associations of REALTORS. SECTION 5B. Except as provided in Sections 4 and 5 of this article, the terms REALTOR and REALTOR -ASSOCIATE shall be interchangeable and synonymous for the purposes of these bylaws. SECTION 6. Affiliate Members shall be real estate owners and other individuals or firms who are Affiliate Members of Local Member Associations. They shall not be eligible to hold elective office in the State Association SECTION 7. 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. Individuals whose places of business are located in an area outside the jurisdiction of a Local Member Association of REALTORS shall be eligible to apply for Institute Affiliate Membership in the State Association if they meet the requirements as specified above. SECTION 8. After certification by the National Association of REALTORS, and notification to MAR, a REALTOR or REALTOR -ASSOCIATE, shall be designated as REALTOR Emeritus. SECTION 9. Any individual who shall have been a REALTOR Member in good standing, and/or who has been active in staff service, for not less than thirty (30) years, and has reached the age of sixty five (65), may be designated a Life Member by the Massachusetts Association of REALTORS Board of Directors at the Annual Meeting solely in recognition of their demonstration of volunteerism (REALTOR ) and/or professionalism (staff) for the State Association providing that (1) application is made to MAR Executive Vice President on a form approved by MAR, (2) completed application is forwarded to the MAR Executive Committee for review at the ensuing meeting at which there is a quorum present, but no later than thirty (30) days prior to the Annual Meeting, and (3) that notice of the proposed action was included in the call of the meeting. Future Massachusetts Association of REALTORS dues shall be waived for such a member, who shall retain the rights and privileges of MAR membership as otherwise qualified. - 5 -
SECTION 10. If the Massachusetts Association of REALTORS Board of Directors wishes to acknowledge an individual for outstanding service, the Board may vote to give that individual an "Honorary Membership," which shall not include other membership rights or privileges. ARTICLE III USE OF THE TERMS REALTOR, REALTORS AND REALTOR-ASSOCIATE. SECTION 1. Use the terms REALTOR, REALTORS, or REALTOR-ASSOCIATE 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 State Association shall have authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTORS, use of the terms within those areas of the Commonwealth of Massachusetts not within the jurisdiction of a Local Member Association. Any misuse of the terms by members is a violation of a membership duty and may subject members to disciplinary action by the Board of Directors after a hearing as provided for in the association s Code of Ethics and Arbitration Manual. SECTION 2. REALTOR Members of the State Association shall have the privilege of using the terms REALTOR and REALTORS in connection with their business so long as they remain REALTOR Members in good standing. No other class of members shall have this privilege. SECTION 3. A REALTOR Member who is a principal of a real estate firm, partnership or corporation may use the terms REALTOR or REALTORS only if all 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 or Institute Affiliate Members. SECTION 4. REALTOR-ASSOCIATE Members of the State Association shall have the right to use the term REALTOR-ASSOCIATE so long as they remain REALTOR-ASSOCIATE Members in good standing and the REALTOR Member with whom they are associated or by whom they are employed is also a REALTOR Member in good standing. SECTION 5. An Affiliate or Institute Affiliate Member shall not use the terms REALTOR, REALTORS, or REALTOR-ASSOCIATE and shall not use the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS. ARTICLE IV OFFICERS Section 1. Enumeration. The Officers of the Corporation shall be as follows: (a) (b) (c) (d) A President, who shall have been President-Elect in the prior Elective Year; A President-Elect, elected pursuant to Section 4 of this Article and who shall automatically succeed to the Presidency after having served for one (1) Elective Year; A Treasurer elected pursuant to Section 4 of this Article and who shall serve as Chairperson of the Finance Committee; and The Chief Executive Officer/Executive Vice President, hereinafter referred to as the CEO/EVP, who shall be Secretary ex-officio. - 6 -
For purposes of these Bylaws, the term Elective Year shall, unless otherwise expressly provided herein, mean the calendar year. There shall be a Leadership Team comprised of the President, President-Elect, Immediate Past President, Treasurer, and CEO/EVP. Said Leadership Team shall not act in any capacity for the State Association but may make recommendations to the Executive Committee. Section 2. Terms. (a) (b) (c) The term of President shall be one Elective Year. No person who has served as President shall be eligible to serve as President-Elect in the Elective Year following his or her term as President; The term of President-Elect shall be one (1) Elective Year; The term of Treasurer shall be one (1) Elective Year. Section 3. Qualifications. In order to serve as an Officer, an individual must meet the following criteria: (a) is a current member of the MAR; and (b) has served as a Director of the State Association within the past five (5) years. Additionally, to be eligible to serve as a Treasurer, a person must have been a member of the MAR Finance Committee within the past five (5) years. Section 4. Election. The President-Elect and Treasurer shall be elected by the Board of Directors at the Annual Meeting of the Board of Directors for the ensuing Elective Year. The President-Elect and Treasurer shall be elected from among the candidates whose applications have been certified pursuant to Article VIII. Section 5. Powers of the Officers. Subject to the laws of the Commonwealth, the Articles of Organization, other provisions of these Bylaws, and the Policy Manual, each Officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to a given office and such duties and powers as the Directors may from time to time designate. 5.1. President. The President shall be the Chief Elected Officer of the State Association and shall preside over all meetings of the Directors. 5.2 President-Elect. The President-Elect shall have such duties as may be assigned to him or her by the Directors. In the absence of the President, the President-Elect shall perform the duties of the President. 5.3 Treasurer. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. He or she shall oversee for the safe custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. 5.4 Chief Executive Officer/Executive Vice President. The CEO/EVP shall be Secretary ex-officio and shall keep a record of the meetings of the Directors. The duties of Secretary may be assigned to a member of staff subject to the oversight of the CEO/EVP. The CEO/EVP shall have the sole authority to employ, promote or terminate such other persons as may be necessary to properly conduct the activities of the State Association. Section 6. Resignation. An Officer may at any time file his or her resignation from his or her respective office in writing to the CEO/EVP. Such resignation shall become effective as of the date filed or at such later date as shall be specified in the resignation. Section 7. Removal. The Directors may temporarily or permanently remove any Officer from his or her respective office with or without assignment of cause upon recommendation of the Executive Committee and by vote of two-thirds (2/3) of the Directors then in office, provided that at least 30 days notice is given in writing to all State Directors and Named Alternates and to the respective Officer who shall be given the opportunity to address the Board of Directors before the vote is taken. - 7 -
Section 8. Vacancies. Vacancies, by resignation or otherwise, among the Officers shall be filled as follows: (a) A vacancy in the office of President shall be automatically filled by the President-Elect; (b) A vacancy in the office of President-Elect or Treasurer shall be filled by election by the Board of Directors for the remainder of the term and following proper notice having been given pursuant to Article V Section 10.5. Such candidate shall meet the qualifications set forth in the MAR Policy Manual. SECTION 1. The officers of the State Association, to be elected for a one year term, commencing on the January 1 st immediately following their election, pursuant to Article VIII, shall be: (A) (B) (C) (D) A President, who shall be ineligible to serve a consecutive term as President. A President-Elect, who shall automatically succeed to the Presidency in the ensuing year, A Secretary/ Treasurer, who shall serve as Chairperson of the Finance Committee, and One Regional Vice-President representing each geographical region established by the Board of Directors, who shall hold Primary Membership in a Local Member Association within the geographical region, and who may serve a maximum of two consecutive terms. All of which officers shall be REALTORS and shall have served within the past five years as Directors of this State Association. In the absence of the President, the President-Elect shall perform those duties. By appointment/employment the Executive Vice President becomes a non-voting officer of the corporation. SECTION 2. The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them respectively by the Board of Directors, and such as are required by law. SECTION 2A. The Secretary/Treasurer shall furnish surety bonds in such amounts as the EVP shall deem to be necessary; the cost to be paid by the State Association. SECTION 3. The Board of Directors may employ, and otherwise prescribe the functions of the office of an Executive Vice President who may employ such other persons as may be necessary to properly conduct the activities of the State Association. The Board of Directors may also delegate all or part of the duties of the Secretary/ Treasurer to the Executive Vice President. SECTION 4. A Search Committee formed for the purpose of selecting a new Executive Vice President shall consist of the then seated President, President-Elect, Secretary/Treasurer, Immediate Past President, three members appointed by the President, with the chairman to be appointed by the President and then the entire committee to be approved by the Board of Directors. The Committee shall continue in its initially formed composition until the work is completed. SECTION 5. (B) (C) Vacancies, by resignation or otherwise, among the officers: (A) Vacancies in the office of President shall be automatically filled by the President-Elect in accordance with Roberts Rules. Vacancies in the offices of President-Elect and Secretary/Treasurer shall be filled by election by the Board of Directors after the candidates have been certified, and following proper notice having been given per these bylaws to all Directors and Named Alternates as to the election date and process thereof. Vacancies in the office of Regional Vice President shall be filled by election by each respective geographical region. ARTICLE V BOARD OF DIRECTORS - 8 -
Section 1. Enumeration. The Board of Directors shall be comprised of the following: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) The President, who shall serve as Chair; The President-Elect; The Treasurer; The Immediate-Past President; The two (2) most recent Past Presidents who are willing and able to serve, and are not currently serving on the Board of Directors by virtue of another position; The current MAR-elected NAR Directors as defined in Article IV (R) of the NAR Constitution and Bylaws and elected pursuant to Article IX of these Bylaws; The Chair of the Audit Committee; One (1) Regional Representative from each Region, elected pursuant to Section 3.1 of this Article; Four (4) At-Large Directors elected pursuant to Section 3.2 of this Article; One (1) Local Association Executive elected pursuant to Section 3.3 of this Article; The CEO/EVP who shall be a non-voting member; and A number of Directors per Local Member Association determined by the following formula, who shall be designated by the Local Member Association, appointed pursuant to Section 3.4 of this Article: Local Member Association REALTOR Membership 40 + 1 Total MAR Membership Fractions of 0.5 or greater shall be rounded up, and fractions of less than 0.5 shall be rounded down. Membership figures for purposes of Section 1(l) shall be determined on the date set forth by NAR for director entitlement each year preceding the Annual Meeting of the Board of Directors. Section 2. Qualifications. To be eligible to serve as a Director, an individual must meet the criteria set forth below: 2.1 Regional Representatives To be eligible to serve as a Regional Representative as specified in Section 1(h), an individual must meet the following criteria: (a) holds Primary Membership in a Local Member Association within the respective geographical region; (b) has been a member in good standing of NAR for no less than five (5) years; (c) has served as an MAR Director or an officer of a Local Association within the past five (5) years; and (d) has served on an MAR committee, work group, Presidential Advisory Group, or task force within the past five (5) years. 2.2 At-Large Directors. To be eligible to serve as an At-Large Director as specified in Section 1(i), an individual must meet the following criteria: (a) has been a member in good standing of NAR for no less than five (5) years; (b) has served as an MAR Director or an officer of a Local Association within the past five (5) years; and (d) has served on an MAR committee, work group, Presidential Advisory Group, or task force within the past five (5) years. 2.3 Directors Appointed by Local Member Associations. To be eligible to serve as Director as specified in Sections (l), an individual must meet the following criteria: (a) is a current member of MAR; (b) has been a member in good standing of NAR for no less than five (5) years; and (c) has served on an MAR committee, work group, Presidential Advisory Group, or task force within the past five (5) years. Section 3. Election/Appointment of Directors 3.1 Election of Regional Representatives. Regional Representatives shall be elected by the Directors holding membership within the respective geographical region from among the candidates whose applications have been certified pursuant to Article VIII. Each election shall take place at the meeting of the Directors holding primary membership within the respective region prior to the Annual Meeting for the ensuing Elective Year. 3.2. Election of At-Large Directors. At-Large Directors shall be elected by the Board of Directors from among the candidates whose applications have been certified pursuant to Article VIII. Such election shall take place at the Annual Meeting of the Board of Directors of the ensuing Elective Year. - 9 -
3.3 Election of Local Member Association Executive as Director. The State Association Executive Committee shall elect the Association Executive Director who shall serve on the MAR Board of Directors. Said election shall take place on or before December 1 preceding a given Elective Year. 3.4 Appointment of Directors by Local Member Associations. Local Member Associations must notify the CEO/EVP in writing on or before the deadlines specified in the MAR Policy Manual of the identity of the duly elected/appointed Directors and Named Alternates for the ensuing Elective Year. Section 4. Alternates. In the anticipated absence of a Director at an Annual, Regular, or Special Board of Directors meeting, a named alternate, hereinafter referred to as a Named Alternate, may serve with full voting power. All Named Alternates must meet the qualifications set forth in Section 2.3 of this Article. In the event that a Local Member Association intends to send a Named Alternate in place of a Director to a given meeting, the Local Member Association shall notify the CEO/EVP, in writing, no later than immediately preceding the Call to Order of a meeting in question. Section 5. Term. The year of service for Directors shall be the Elective Year. (a) (b) (c) Members of the Leadership Team shall serve as Directors throughout their term of their respective Offices; Past Presidents serving as Directors pursuant to sections 1(d) and 1(e) shall each serve for one (1) Elective Year as a Director; The MAR-elected NAR Directors shall each serve as an MAR Director throughout the Term as defined by NAR. (d) Regional Representatives elected pursuant to Section 3.1 of this Article shall each serve for a term of two (2) consecutive Elective Years. For purposes of this subsection, no person may serve as a Regional Representative for more than two (2) consecutive terms. (e) At-Large Directors designated under section 1(i) shall each serve a term of two (2) consecutive Elective Years. For purposes of this subsection, no person may serve as an At-large Director for more than two (2) consecutive terms. (f) Local Member appointed Directors designated under section 1(l) of this Article shall each serve for two (2) consecutive Elective Years except that, if the number of State Directors scheduled to serve the second year of a term exceeds the above allocation number of its Directors in a particular Local Member Association, that Local Member Association shall identify by proper vote from among all its Directors previously elected/appointed to serve a second year of a term which Director(s) shall serve for a second year. The remainder of the term of any person not elected/appointed to serve a second year shall automatically expire at the end of the first year. For purposes of this subsection, Directors may serve no more than two (2) consecutive terms, provided that any Director who has served for four (4) consecutive years shall be eligible to serve again after a hiatus of one (1) Elective Year. A person may be elected/appointed to serve as a Director for no more than four (4) years in a rolling six (6) year period, but may serve as a Named Alternate Director, or fill an unexpired term, for up to one (1) additional year within that time; and any portion of a term served by an elected/appointed Director shall be considered a full term. Section 6. Interim Appointments; Dissolution and Mergers. If a Local Member Association newly affiliates with the State Association, it shall designate one (1) Director to serve for the remainder of the Elective Year. If two (2) or more Local Member Associations merge, the Directors of those Associations shall each serve for the remainder of their respective terms. If a Local Member Association dissolves, the respective terms of its Directors shall terminate effective immediately upon its dissolution. Section 7. Authority of Directors. The Board of Directors shall have control over the management of the business, finances, and property of the Corporation, and the Directors are hereby vested with such management of all the powers which the Corporation itself possesses, except such as are conferred by these Bylaws or the laws of the Commonwealth of Massachusetts. The Board of Directors shall have the sole authority to take action on the following items: - 10 -
(a) approve the annual budget, the strategic plan, and mission statement of the Corporation; (b) determine and fix member dues and member assessments; (c) amend the Bylaws; (d) terminate a CEO/EVP by a two-thirds (2/3) vote of the Board of Directors; (e) divide the state into regions for communication and administrative purposes; and (f) dissolve the Corporation. The Board of Directors shall determine, periodically review, and revise the policies that shall generally guide the work of the Corporation. They shall also obtain financial funds, determine financial plans and annually authorize and receive a financial audit of the Corporation's operations, assets and liabilities. The Board of Directors shall have power to rescind or alter any action of any committee, provided that no rights of third parties shall be impaired by such rescission or alteration. Section 8. Rights and Duties of Directors. Each Director shall have a duty to attend all meetings of the Directors. The right of a Director to vote and all of a Director s right, title and interest in or to the Corporation shall cease upon termination of said Director's term. Each Director, by accepting such status, shall for all purposes be conclusively deemed to have accepted and to have agreed to be bound by the Bylaws of the Corporation as the same may then exist or may from time to time be amended. Section 9. Voting Rights. Each Director shall be entitled to one (1) vote on each matter submitted to a vote of the Directors. Upon the demand of any Director, the vote upon any question before the meeting shall be by ballot. Section 10. Meetings of Directors. The Board of Directors shall meet at a minimum of two (2) times per year. 10.1 Annual Meeting. The Board of Directors shall hold the Annual Meeting for the following purposes: (a) election of the MAR Officers; (b) election of the MAR elected NAR Directors; and (c) consideration of any other matter properly before the meeting. The Annual Meeting shall be held each year in the month of September on the date, and at the place, determined by the President. If in any year the Annual Meeting is not held, a special meeting shall be held in lieu thereof, as determined by the President, and any election held or business transacted at such special meeting shall have the same effect as if held or transacted at the Annual Meeting. 10.2 Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places within or without the Commonwealth of Massachusetts as the Board of Directors may fix from time to time and, when so fixed, no notice thereof need be given, provided that any Director who is absent when such times and places are fixed shall be given notice pursuant to Section 10.5. 10.3 Special Meetings. Special meetings of the Directors may be held at any time and at any place designated in the call of the meeting when called by the President or by ten (10) or more Directors, notice thereof being given to each Director pursuant to Section 10.5 of this Article by the CEO/EVP or, in the case of death, absence, incapacity or refusal of the CEO/EVP, by the Officer or one (1) of the Directors calling the meeting. 10.4 Meeting by Telecommunications. At the discretion of the President, the members of the Board of Directors or any committee may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting. 10.5 Notice. Notice of the time, place and purposes of any Annual Meeting or special meeting of the Directors shall be sent or given by the President or CEO/EVP to each Director as hereinafter provided, unless all of the Directors entitled to notice thereat are present in person or waive notice. In the case of an Annual Meeting, it shall be deemed sufficient notice to a Director to send written notice at least seven (7) days before such meeting. In the case of a special meeting, it shall be deemed sufficient notice to a Director to send written notice at least three (3) days before such meeting. Notice may be given by U.S. Postal service, by delivery in hand or by other electronic transmission. - 11 -
Whenever notice of a meeting is required to be given to a Director under any provision of law, the Articles of Organization or these Bylaws, a written waiver thereof, executed before or after the meeting by such Director, and filed with the records of the meeting, shall be deemed equivalent to such notice. 10.6 Quorum. Except as otherwise provided by the laws of the Commonwealth of Massachusetts, the presence in person of a majority of the Directors shall constitute a quorum. 10.7 Action by Vote. When a quorum is present at any meeting, a majority of the votes properly cast shall decide any question brought before the meeting, except when a larger vote is required by law, the Articles of Organization or these Bylaws. 10.8 Action by Consent. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consent shall be treated for all purposes as a vote of the Directors at a meeting. Section 11. Resignation. A Director may at any time file his or her resignation from the Board of Directors in writing to the President or the CEO/EVP. Such resignation shall become effective as of the date filed or at such later date as shall be specified in the resignation. Section 12. Removal or Other Discipline. Directors may be censured, suspended or removed as follows: a) Any Director designated pursuant to Section 2(l) may be removed at any time, with or without cause, by the Local Member Association that designated the member. b) Any other Voting Director may be removed or otherwise disciplined by a two-thirds (2/3) vote of the Board of Directors, provided that at least thirty (30) days notice is given in writing to all Directors and all Named Alternates and to such Director, who shall be given an opportunity to address the Board of Directors before a vote is taken. Section 13. Vacancies. Vacancies in the Board of Directors shall be filled in the following manner: a) A vacancy in the position of Director who is a Past President pursuant to Section 2(d) or (e) shall be automatically filled by the next immediate Past President willing and able to serve. b) A vacancy in the position of a Regional Representative shall be filled by a special election of the of the Directors that hold Primary Membership in a Local Member Association within the respective geographical region within sixty (60) days of such vacancy. c) A vacancy in the position of At-Large Director as specified in Section 1(i) shall be filled by a special election of the Board of Directors for the remainder of a given term and following proper notice having been given pursuant to Section 10.5 of this Article. Such candidate shall meet the qualifications set forth in Section 2 of this Article. d) A vacancy in the position of Associated Executive serving as Director pursuant to Section 1(j) of this Article shall be filled by a special election of the Association Executive Committee within sixty (60) days of such vacancy. e) A vacancy in the position of MAR-Elected NAR Director as specified in Section 2(f) shall be filled by the NAR Alternate as specified in Section IX. f) A vacancy in the position of a Local Association Appointed Director as defined in Section 2(l) shall be filled by the Local Member Association that made the original appointment within sixty (60) days of such vacancy. SECTION 1. The administration of affairs of the State Association shall be vested in the Board of Directors which shall be composed of the following, and said directors shall have the sole right to vote as members of the State Association: (A) One Director elected by each Local Member Association, who shall be a REALTOR, and currently serves as President of that Local Member Association; - 12 -
(B) (C) (D) (E) (F) (G) (H) (I) (J) Additional Director(s) elected/appointed by each Local Member Association, who shall be a REALTOR in such number as found by multiplying 80 times the REALTOR Membership of the respective Local Member Association and dividing that by the total MAR REALTOR Membership, rounding any fraction thereof up if 0.5 or greater, and down if less than 0.5, such memberships to be calculated as of the date specified by NAR for the calculation of Director entitlement; All elected members of the Executive Committee; The President or Chairman of each Division of the Association created in accordance with Article XIII of these Bylaws, who shall be a REALTOR ; The President or Chairman of each Chapter managed by the State Association, who shall be a REALTOR ; Each Past-President of the State Association for five years, who shall be a REALTOR ; The Chairperson of the MAR Audit Committee, who shall be a REALTOR ; The Chairperson of the MAR Personnel Committee, who shall be a REALTOR ; Each National Association Director; All focus Area Vice Presidents. SECTION 2. The term of Director shall be for a period of two years, except that, if the number of State Directors scheduled to serve the second year of a term exceeds the above allocation number of its Directors in a particular Local Member Association, that Local Member Association shall identify by proper vote from among all its Directors previously elected/appointed to serve a second year of a term which Director(s) shall serve for a second year. The remainder of the term of any person not elected/appointed to serve a second year shall automatically expire at the end of the first year. In order to maintain a balance in the expiration of the terms of State Directors within a Local Member Association, the Local Member Association may elect/appoint one or more such Directors for one year terms. For the purpose of this Section, a person may be elected/appointed to serve as a Director for no more than four (4) years in a six (6) year period, but may serve as a Named Alternate Director, or fill an unexpired term, (B) for up to one additional year within that time; and any portion of a term served by an elected/appointed Director shall be considered a full term. SECTION 3. The Board of Directors shall administer the finances of the State Association and shall have sole authority to fix dues and to appropriate money, except that the Board of Directors may authorize the Executive Committee and/or certain officers and/or Executive Vice-President to expend up to an amount to be determined by the Board of Directors. SECTION 4. President. The Annual Directors Meeting shall be held upon at least seven days written notice by the SECTION 5. The Board of Directors may temporarily or permanently (a) remove an Officer from their respective position upon recommendation of the Executive Committee or (b) remove a State Director upon recommendation of the respective Local Member Association. Either of the above actions requires a 2/3 vote of all the Board of Directors, provided that at least 30 days notice is given in writing to all State Directors and Named Alternates and to the respective officer who shall be given the opportunity to address the Board of Directors before the vote is taken. SECTION 6. The Board of Directors shall meet three (3) times each year. Said meetings shall be called with not less than 15 days' advance written notice given to all Directors by the President or Executive Vice President, except as per Article V, Section 4, notice for the Annual Meeting shall be at least seven (7) days, and as per Article VII, Section 8, notice for special meetings shall be at least three (3) days. Notice of such meetings, including the Annual Directors Meeting and special meetings, may be sent by first-class mail, by electronic communication, including e-mail, or by any other means permitted by law that has been approved by the Board of Directors for sending such notices. SECTION 6A. To the fullest extent permitted by law, the Board of Directors may conduct business by electronic means in cases of special meetings, weather emergency or lack of quorum. In such cases, the President may permit individual members of the Board of Directors to participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time. Such participation shall be at the discretion of the President and shall constitute presence in person at the meeting. - 13 -
SECTION 7. When new Local Member Associations affiliate with this State Association, they shall elect a Director pro tempore to serve for the remainder of their elective year. SECTION 8. In the anticipated absence of a Director, a Named Alternate from the Local Member Association may serve with full voting power. Such Alternate must be included in the list of Named Alternates, submitted annually to MAR by the Local Member Association with its list of Directors. The Local Member Association may elect or appoint up to 100% of its number of State Directors as Named Alternates. A Director missing two consecutive meetings with unexcused absences shall be removed and replaced by a Named Alternate by the Local Member Association represented. Proxy votes, oral or written, shall not be allowed. Each Chapter managed by the State Association and entitled to a Director position pursuant to Article V, Section 1D, shall be entitled to name a Named Alternate for that position. SECTION 9. The rights and obligations of Local Member Associations with respect to identification of Directors and Named Alternates to the State Association and the filling of vacancies in said positions shall be as follows: (A) Local Member Associations must notify the State Association s Executive Vice President in writing no later than December 1, of the identity of the duly elected/appointed Directors and Named Alternates to the State Association for the ensuing elective year. In the event that a Local Member Association intends to send a Named Alternate in place of a Director, the Local Member Association must notify the State Association Executive Vice President, in writing, no later than immediately preceding The Call to Order of a meeting of the Board of Directors. (B) Directors and Named Alternate positions may be filled throughout the year due to vacancies. In the event of such a vacancy, the Local Member Association must notify the Executive Vice President, in writing, no later than thirty one days prior to the next regularly scheduled Director s meeting of the identity of any newly elected/appointed Directors or Named Alternates to the State Association for the remainder of the elective year. In the event of a special Director s meeting, such notice is waived. SECTION 10. Special meetings of the Board of Directors may be called at any time upon at least three (3) days' written notice by the President or any ten Directors. SECTION 11. A majority of the Board of Directors shall constitute a quorum. It shall be understood that the Board of Directors shall consist of all voting members as per Article V, Section 1 hereof in order to determine the calculation of a quorum. SECTION 12. To the extent legally permissible and only to the extent that the status of the State Association as an organization exempt under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, is not adversely affected thereby, the State Association shall, to the extent provided below, indemnify each of its Directors, Officers (as hereinafter defined) and Designated Persons (as hereinafter defined) and such person s heirs and legal representatives against all liabilities, costs and expenses reasonably incurred by, or imposed upon, him or her in connection with, arising out of, or as a result of any claim, action, suit or other proceeding (whether brought by or in the right of the State Association or any other Organization (as hereinafter defined) or otherwise), civil or criminal, or in connection with an appeal relating thereto, in which he or she may be or become involved or with which he or she may be threatened, as a party, witness or otherwise, by reason of his or her being or having been such an incorporator, Director, Officer, member of any duly constituted committee of the Board of Directors, or Designated Person or by reason of any alleged act taken or omission made by him or her in any such capacity, whether or not he or she shall be such incorporator, Director, Officer or Designated - 14 -
Person at the time any such liability, cost or expense is incurred by, or imposed upon, him or her, provided such person shall not be entitled to indemnification to the extent prohibited by applicable law in effect from time to time. For purposes of this Article, an Officer shall be any person who shall be or at any time shall have been an elected officer of the State Association and any person elected to the office of President-elect who thereafter assumes the office of the President and an Organization shall be any other corporation or any trust, association, partnership, venture, firm or plan. For purposes of these Bylaws, a Designated Person shall be any person whom the Directors by their vote shall designate to be a Designated Person and who (i) shall be, or at any time shall have been, any other officer, an employee or an agent of the State Association, or (ii) at the request of the State Association shall serve, or at any time shall have served, as an incorporator, director, officer, employee, agent, trustee or member of any other Organization, or (iii) shall serve, or at any time shall have served, at the State Association request in any capacity with respect to any employee benefit plan. Pursuant to the foregoing: (i) Any such incorporator, Director, Officer or Designated Person who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or other proceeding of the character described herein shall be entitled to such indemnification as is hereinabove provided as of right; (ii) Any such incorporator, Director, Officer or Designated Person shall be entitled to indemnification in connection with any claim, action, suit or other proceeding which shall have been compromised or settled, by consent decree or otherwise, if such compromise or settlement shall first have been approved by a vote of (A) the Executive Committee acting by a quorum consisting of Directors who are not parties to (or who have been wholly successful with respect to) such claim, action, suit or other proceeding; or (B) the members of the Board of Directors entitled to vote; (iii) In all other instances, such indemnification by the State Association shall be made by the State Association, but only if (1) the Executive Committee, acting by a quorum consisting of Directors who are not parties to (or who have been wholly successful with respect to) such claim, action, suit, or other proceeding, shall find that such Director, Officer, or Designated Person has met the standards of conduct required by law or otherwise set forth in this Article XIX, or (2) independent legal counsel of the State Association shall deliver to the State Association their written advice that, in their opinion, such Director, Officer, or Designated Person has met such standards or (3) the Board of Directors shall vote that such Director, Officer, or Designated Person has met such standards. (iv) The termination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty of nolo contendere or its equivalent, shall not create a presumption that such incorporator, Director, Officer or Designated Person did not meet the standards of conduct hereinabove set forth as entitling him or her to indemnification; (v) The extent of the rights of indemnification as set forth above shall include, without limitation, all liabilities, costs and expenses of defending, compromising or settling any such claim, action, suit or other proceeding, and the satisfaction of any judgment or decree entered or rendered therein, including the payment of fines or penalties imposed in criminal actions or proceedings; and (vi) Expenses reasonably incurred with respect to any such claim, action, suit or proceeding shall be advanced by the State Association prior to the final disposition thereof upon receipt of any undertaking by or on behalf of the recipient to repay such amount if he or she shall ultimately be adjudicated to be not entitled to indemnification hereunder, which undertaking shall be accepted without reference to the financial ability of such person to make repayment. - 15 -
Each person who shall at any time serve as such Director, Officer, or Designated Person shall be deemed so to serve in reliance upon the provisions hereinabove set forth, which provisions shall not be exclusive of any other rights of indemnification to which such person may be entitled pursuant to contract or to valid and applicable law, shall be separable and enforced to the extent permitted by valid and applicable law, and shall inure to the benefit of the legal representatives of such person. The State Association shall have power to purchase and maintain insurance on behalf of any person who shall be, or who shall at any time have been, a Director, Officer, employee, or other agent of the corporation, or who, at the request of the State Association shall serve, or who shall at any time have served, as an incorporator, Director, trustee, officer, employee, agent, or member of any other Organization, or in capacity with respect to any employee benefit plan, against any liability incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability. SECTION 13. Each Regional Vice President may conduct a caucus of the MAR Directors representing the respective region at least once before each regularly scheduled MAR Board of Directors meeting. SECTION 14. The Board of Directors shall, for administrative purposes, divide the state into regions. A Regional Vice-President shall be elected from each of the regions, per Article IV, Section 1. ARTICLE VI EXECUTIVE COMMITTEE Section 1. Enumeration. There shall be an Executive Committee comprised of the following: (a) The Officers, as specified in Article IV (b) Regional Representatives, as specified in Article V Section 1(h); (c) Four (4) At-Large Directors, as specified in Article V Section 1(i); (a) The MAR CEO/EVP, ex-officio and without vote, and (b) One (1) Local Association Executive, as specified in Article V Section 1(j). Section 2. Term. The term of service shall run concurrently with their term in their respective position. Section 3. Authority of Executive Committee. Subject to the limitations specified in this Section, the Executive Committee shall without limitation be authorized to act on behalf of the Board of Directors between meetings of the Board of Directors and shall be authorized to take action on the following items: (a) the creation of task forces, work groups, and Presidential Advisory Groups; (b) amendments to the policy manual, public policy statement, and other policies and guidelines; (c) employment and prescriptions of the functions of the CEO/EVP; (d) unbudgeted expenditures in the aggregate of up to 3% of the approved Annual MAR Budget, annually. The Executive Committee may not take action but may make recommendations to the Board of Directors relative to the following items: (a) MAR Bylaws amendments; (b) the MAR Annual Budget; (c) any action involving the purchase and/or sale of a substantial portion of MAR s assets, as well as any increase in long-term debt; (d) member dues and/or assessments; (e) election of MAR Officers and National Directors At-Large; (f) disciplinary procedures; (g) Local Member Association jurisdictions; (h)the termination of the CEO/EVP; and (i) dissolution of the State Association. Nor may the Executive Committee exercise any power that may not be delegated by the Board of Directors under Massachusetts law. SECTION 1. There shall be an Executive Committee consisting of the following: (A) the statewide elected officers and Regional Vice Presidents; (B) the Immediate Past President; (C) Vice Presidents appointed by the President, each responsible for one of the primary areas of focus as defined by the Board of Directors; (D) the MAR Executive Vice President, ex-officio and without vote, and (E) a Local Association Executive, to be elected by the local Association Executives. - 16 -