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Bylaws of the Suburban West REALTORS® Association |
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Effective January 1, 2004
ARTICLE VI - PRIVILEGES AND OBLIGATIONS
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Section 6.01 The privileges and obligations of Members, in addition to those otherwise provided in these Bylaws, shall be specified in this Article.
Section 6.02 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 Board Rules and Regulations not inconsistent 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 conduct their business and professional practices accordingly. Further, Members other than REALTORS® may, upon recommendation of the Membership Committee, or upon recommendation by a hearing panel of the Professional Standards Committee, be subject to discipline as described above, for any conduct, which in the opinion of the Board of Directors, applied on a nondiscriminatory basis, reflects adversely on the terms REALTOR® or REALTORS®, and the real estate industry, or for conduct that is inconsistent with or adverse to the objectives and purposes of the local Association, the State Association, and the NATIONAL ASSOCIATION OF REALTORS®.
Section 6.03 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 6.04 Resignations of Members shall become effective when received in writing by the Chief Executive Officer 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 condition the right of the resigning member to reapply for membership upon payment in full of all such monies owed.
Section 6.05 If a member resigns from the Association or otherwise causes membership to terminate with an ethics complaint pending, that Board of Directors may condition the right of the resigning Member to reapply for membership upon the applicant's certification that he/she will submit to the pending ethics proceeding and will abide by the decision of the hearing panel.
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(a) If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration continues in effect even after membership lapses or is terminated, provided that the dispute arose while the former member was a REALTOR®.
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Section 6.06 REALTOR® members. REALTOR® Members, whether primary or secondary, in good standing whose financial obligations to the Association are paid in full shall be entitled to vote and to hold elective office in the Association; may use the terms REALTOR® and REALTORS®, which use shall be subject to the provisions of Article VIII; and 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 of terminate during the period of suspension of the disciplined Member, or until readmission of the disciplined Member or unless connection of the disciplined member with the firm, partnership, or corporation is severed, or unless the REALTOR® who is suspended or expelled removes himself from any form or degree of management control of the firm for the term of the suspension or until readmission to membership, whichever may apply. Removal of an individual from any form or degree of management control must be certified to the 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 or affiliated as independent contractors with the disciplined member shall suspend or terminate during the period of suspension of the disciplined Member or until readmission of the disciplined Member, or unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or management control is relinquished, or unless the REALTOR® member (non-principal) elects to sever his connection with the REALTOR® and affiliate with another REALTOR® Member in good standing 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.
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(b) In any action taken against a REALTOR® Member for suspension or expulsion under Section 6 (a) hereof, notice of such action shall be given to all REALTORS® employed by or affiliated as independent contractors with such REALTOR® member and they shall be advised that the provisions in Article VI, Section 6 (a) shall apply.
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Section 6.07 Institute Affiliate Members. Institute Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors consistent with the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.
NOTE: Local associations establish the rights and privileges to be conferred on Institute Affiliate Members except that no Institute Affiliate Members may be granted the right to use the term REALTOR®, REALTOR-ASSOCIATE, or the REALTOR® logo; to serve as President of the local association; or to be a participant in the local association's Multiple Listing Service.
Section 6.08 Affiliate Members. Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.
Section 6.09 Certification of REALTOR®. "Designated" REALTOR® Members of the Association shall certify to the Association annually on a form provided by the Association, a complete listing of all individuals licensed or certified in the REALTOR®'s office(s) and shall designated a primary Association for each individual who holds membership. Designated REALTORS® shall also identify any non-member licensees in the REALTOR®'s office(s) and if Designated REALTOR® dues have been paid to another Association based on said non-member licensees, the Designated REALTOR® shall identify the 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 10 days of the date of affiliation or severance of the individual.
Section 6.10 Misconduct. Members of the Association may be disciplined by the Board of Directors for misconduct or conduct detrimental to the Association that shall include, but is not limited to, the following: engaging in a course of conduct or repeatedly committing acts that is/are critically disruptive of the legitimate Association business activity as conducted by the Association Chief Executive Officer, the Association staff, and/or the Association Officers. As used in this Article, "course of conduct" shall mean a pattern of actions composed of more than one act over a period of time, however short, evidencing a continuity of conduct. The term includes lewd, lascivious, threatening, or obscene words, language, drawings, caricatures, or actions that include strikes, shoves, kicks, or other similar physical contact, or attempts to threaten to do the same and that serve no legitimate purpose.
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(a) Sexual Harassment. Any Member of the Association may be reprimanded, placed on probation, suspended or expelled for sexual harassment of an Association employee after a hearing in accordance with the established procedures of the Association.
(b) Disciplinary Procedures. Any complaint alleging conduct of the nature described in the preceding sections shall be heard by a tribunal composed of five members of the Professional Standards Committee at a special meeting, called by the Chairman or by a majority of the Board of Directors, where an evidentiary hearing shall take place. The procedures for notices, time of notice, and conduct of hearing described for matters before an Ethics Hearing Panel as set forth in the Code of Ethics and Arbitration Manual, as amended by the Pennsylvania Association of REALTORS® and the Association shall apply. The questions of fact for the tribunal to decide will be whether the person whose conduct is complained of has engaged in such conduct and, if so, whether the conduct was engaged in with a lack of legitimate reason and whether the acts or course of conduct critically interfered with the conduct of legitimate business purposes of the Association. Such must be established by clear and convincing evidence. The tribunal shall determine the appropriate sanction to impose from those authorized in the Code of Ethics and Arbitration Manual. The decision of the tribunal will be reviewed by the Board of Directors, which may amend the sanction. The sanction of termination of membership may only be imposed if approved by a two-thirds vote of those members of the Board of Directors present when the sanction is reviewed. Allowable grounds for appeal will be the same as those established for the appeal of an Ethics decision; appeals will follow the established procedures for appealing the decision of an Ethics Panel. The Appeal Hearing Panel will be composed of five members of the Professional Standards Committee who were not part of the original Hearing Panel.
(c) Other causes. Nothing in this section is intended to preclude discipline of members for other reasons as may be provided for in the Constitution or other sections of the Bylaws of the Association.
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ARTICLE VII - PROFESSIONAL STANDARDS AND ARBITRATION
Section 7.1 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 the organization and procedures incident thereto shall be governed by the Code of Ethics and Arbitration Manual of the Association, as from time to time amended, which by this reference is made a part of these Bylaws.
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(a) If an award has been rendered, the nonprevailing party must, within ten (10) days following receipt of the award, either (1) pay the award to the party(ies) named in the award or (2) deposit the funds with the Association Secretary or Association Executive Officer to be held in a special Association escrow account maintained for this purpose. Failure to satisfy the award or to deposit the funds with the Association within this period may be considered a violation of a membership duty and may subject the Member to disciplinary action at the discretion of the Board of Directors.
The nonprevailing party shall have twenty (20) days following receipt of the award to request procedural review of the arbitration hearing procedure or to have legal counsel notify the Chief Executive Officer that a legal challenge to the validity of the award has been initiated.
(b) If a request for limited procedural review of the arbitration procedure is received within twenty (20) days, the funds deposited with the Association shall be retained in the Association's escrow account until the review is completed. If the arbitration award is confirmed by the Board of Directors following the conduct of the limited procedural review, the nonprevailing party shall have an additional fifteen (15) days to institute an appropriate legal challenge to the validity of the arbitration award. In such case, the nonprevailing party shall also cause legal counsel to advise the Association in writing that a suit challenging the validity of the arbitration award has been filed during this additional fifteen-(15) day period. After fifteen (15) days, if written notice of a suit challenging the validity of the arbitration award has not been received by the Association, the funds shall be released from escrow and paid to the prevailing party. If written notification is received during the fifteen- (15) day period, the funds will be held in escrow pending the determination of the matter by a court of competent jurisdiction.
If the nonprevailing party does not request the Association to conduct a procedural review of the arbitration hearing process during the twenty- (20) day period following service of the award, then written notification that a legal challenge has been instituted must be received within the twenty (20) days following service of the award. Failure to provide written notification that a suit challenging the validity of the award has been filed within twenty (20) days following service of the award will result in the award being paid from the Association's escrow account to the prevailing party.
(c) Any failure to make the necessary deposits with the Association shall be referred to the Board of Directors for action at their next meeting or at a special meeting called for that purpose. The party failing to make the deposit on a timely basis shall be advised of the date, time, and place of the meeting and shall have an opportunity to explain why the required deposits were not made on a timely basis. The Board of Directors may, at its discretion, impose discipline or may give the party an additional period to make the required deposits. The Directors may also stipulate appropriate discipline to be automatically imposed if the party fails to make the deposit within the time established by the Directors.
(d) Any interest accrued on the escrowed funds shall become the property of the party to whom the funds are ultimately released by the Association.
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Section 7.2 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 7.3 The responsibility of the Association and of Association members relating to the enforcement of the Code of Ethics, the disciplining of members, the arbitration of disputes, and the organization and procedures incident thereto, shall be consistent with the Southeast Regional Professional Standards Agreement entered into by the Board, which by this reference is made a part of these Bylaws.
ARTICLE VIII - USE OF THE TERMS REALTOR® AND REALTORS®
Section 8.1 Use of the terms REALTOR® and REALTORS® by Members shall, at all times, be subject to the provisions of the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS® and to the Rules and Regulations prescribed by its Board of Directors. The Association shall have the authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTORS®, use of the terms within its jurisdiction.
Section 8.2 REALTOR® Members of the Association shall have the privilege of using the terms REALTOR® and REALTORS® in connection with their places of business within the Commonwealth or a state contiguous thereto so long as they remain REALTOR® Members in good standing. No other class of Members shall have this privilege.
Section 8.3 A REALTOR® Member who is a principal of a real estate firm, partnership, or corporation may use the terms REALTOR® and REALTORS® only if all the principals of such firm, partnership, or corporation who are actively engaged in the real estate profession within the Commonwealth or a state contiguous thereto are REALTOR® Members of the Association or Institute Affiliate Members as described in Section 1 (b) of Article IV.
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(a) In the case of a REALTOR® member who is a principal of a real estate firm, partnership, or corporation whose business activity is substantially all commercial, the right to use the term REALTOR® or REALTORS® shall be limited to office locations in which a principal, partner, corporate officer, or branch office manager of the firm, partnership, or corporation holds REALTOR® membership. If a firm, partnership, or corporation operates additional places of business in which no principal, partner, corporate officer, or branch office manager holds REALTOR® membership, the term REALTOR® or REALTORS® may not be used in any reference to those additional places of business. (Amended 1/01).
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Section 8.4 Institute Affiliate Members shall not use the terms REALTOR® or REALTORS® the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS®.
ARTICLE IX - STATE AND NATIONAL MEMBERSHIPS
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Section 9.1 The Association shall be a Member of the NATIONAL ASSOCIATION OF REALTORS® and the Pennsylvania 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 Pennsylvania 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 9.2 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 it has violated the conditions imposed upon the terms.
Section 9.3 The Association adopts the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and agrees to enforce the Code among its REALTOR® Members. The Association and all of its Members agree to abide by the Constitution, Bylaws, Rules and Regulations, and policies of the National Association and the Pennsylvania Association of REALTORS®.
Section 9.4 The President of the Pennsylvania Association of REALTORS® is considered a non-dues paying member of the Association and may serve and vote as the NATIONAL ASSOCIATION OF REALTORS®' Delegate representing the Association at the National level, if requested.
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ARTICLE X - OFFICERS AND DIRECTORS
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Section 10.1 Officers. The elected Officers of the Association shall be: a Chairman, a Chairman Elect, Secretary/Treasurer, Immediate Past Chair. The Chairman, Chairman Elect and Secretary/Treasurer may not serve more than two one-year terms as President. The Immediate Past Chairman shall be elected for a term of one year.
Section 10.2 Duties of Officers. The duties of the Officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors.
Section 10.3 Board of Directors. The governing body of the Association shall be a Board of Directors consisting of a total of 12 Directors. Ten (10), including the elected Officers, shall be REALTOR® Members of the Association elected by the membership, one (1) shall be an Affiliate Member of the Association elected by the membership, and one (1) shall be a non-REALTOR® Director from the general public, chosen because of their expertise pertaining to matters relating to the real estate industry, appointed by the Board of Directors. Directors shall be elected to serve for terms of two years, or for lesser terms as may be necessary. As many Directors shall be elected or appointed each year as are required to fill vacancies. Terms for the Officers and Directors are limited to three two-year terms.
Section 10.4 Election of Officers and Directors.
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(a) On or before January 1, 2004, each of the two merging corporations, Delaware Valley REALTORS® Association and Chester County Association of REALTORS® will each appoint six (6) Directors (the "Initial Board"), for a total of twelve (12) Directors. Each corporation is responsible for determining how their six (6) Directors will be selected. The individual Directors on the Initial Board will serve staggered terms to be determined by lot with six (6) Directors serving a one (1) year term and six (6) Directors serving a two (2) year term. The Initial Board will appoint the Officers of the corporation who will serve for the period of January 1, 2004 until December 31, 2004. This subsection will become null and void and will have no further legal consequences as of January 1, 2005.
(b) At least two (2) months before the annual election, a Leadership Recruitment & Development Committee of six (6) REALTOR® Members shall be appointed by the Chairman with input from the Board of Directors. The committee's composition shall be: Chairman Elect, two Board of Directors (one REALTOR®, one non-REALTOR®), and the remaining three committee members shall be members-at-large. The Leadership Recruitment & Development Committee shall select a candidate for each REALTOR® vacancy on the Board of Directors plus an additional four candidates. The report of the Leadership Recruitment & Development Committee shall be reported to each Member eligible to vote at least six (6) weeks preceding the election. Additional candidates for the Directorships to be filed may be placed in nomination by petition signed by at least five (5) % of the REALTOR® Members eligible to vote. The petition shall be filed with the Chief Executive Officer at least four (4) weeks before the election, whereupon the Association staff shall prepare and mail the ballots to all Members eligible to vote.
(c) The election of Directors shall take place at the annual meeting. Election shall be by ballot and all votes may be cast in person on the day of election, by mail, brought to the Association offices, or by electronic means. All ballots must be received by the Association office prior to the day of the election. Votes by proxy shall be permitted. Members who wish to vote by proxy may defer some or all of their votes to the Nominating Committee for casting. The Nominating Committee shall divide the total number of proxy votes equally among themselves and cast their votes accordingly. Any proxy votes remaining after each Nominating Committee member has received an equal share, the balance of the votes shall be voted by the Chairman. At no time shall the Chairman receive more than 5 additional votes.
(d) The Board of Directors, shall appoint an Election Committee of six (6) REALTOR® Members to conduct the election. In case of a tie vote, the issue shall be determined by lot.
(e) The Board of Directors for the next elective year shall elect the Chairman Elect and the Secretary/Treasurer. The office of Chairman is an uncontested office and shall be assumed by the Chairman Elect of the current elective year. The Chairman's term as a Director shall automatically be extended for one year. The Immediate Past President's term is automatically extended as a Director for one year following his term as President.
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Section 10.5 Vacancies. Vacancies among the Officers and the Board of Directors shall be filled by a simple majority vote of the Board of Directors for the unexpired term.
Section 10.6 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, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:
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(a) Removal of an Officer or Director shall be moved and carried by not less than two-thirds majority of the Board of Directors.
(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, and the sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition.
(c) The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall be conducted by the President of the Association unless the President's continued service in office is being considered at the meeting. In such case, the next-ranking Officer will conduct the meeting of the hearing by the Members. Provided a quorum is present, a three-fourths vote of Members present and voting shall be required for removal from office.
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