Bylaws for Minnesota Commercial Association of REALTORS

Bylaws For Minnesota Commercial Association of REALTORS®

 
(Formerly known as the Commercial/Industrial Division
of the Minneapolis Area Association of REALTORS®)
 
Adopted/approved January 1, 2001     
Amended 1/8/02
Amended 1/7/03
Amended 8/12/03
Amended 1/13/04
Amended 7/19/06
Amended 4/11/07
Amended 2010
 
Article I - Name
Section l. Name. The name of this organization shall be Minnesota Commercial Association of REALTORS®, Inc., (or such other name as provided in the Articles of Incorporation or any amendment thereto) hereinafter referred to as the "Association."
 
Section 2. REALTORS®. 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.
Article II - Objectives
The objectives of the Association are:
 
Section l. To unite those engaged in the recognized branches of the commercial real estate profession for the purpose of exerting a beneficial influence upon the profession and related interests.
 
Section 2. To promote and maintain high standards of conduct in the commercial real estate profession as expressed in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®.
 
Section 3. To provide a unified medium for those engaged in the commercial real estate profession whereby their interests may be safeguarded and advanced.
 
Section 4. To further the interests of real property ownership.
 
Section 5. To unite those engaged in the commercial real estate profession in this community with the Minnesota 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.
 
Section 6. To designate, for the benefit of the public, individuals authorized to use the terms REALTOR® and REALTORS® as licensed, prescribed, and controlled by the NATIONAL ASSOCIATION OF REALTORS®.
 
Section 7To promote education and cooperation amongst commercial real estate professionals to advance the professionalism of the industry.
 
Article III - Jurisdiction 
Section l. The territorial jurisdiction of the Association as a Member of the NATIONAL ASSOCIATION OF REALTORS® is the State of Minnesota
 
Section 2. Territorial jurisdiction is defined to mean: The right and duty to control the use of the terms REALTOR® and REALTORS®, subject to the conditions set forth in these Bylaws and those of the NATIONAL ASSOCIATION OF REALTORS®, in return for which the Association agrees to protect and safeguard the property rights of the National Association in the terms.
 
Section 3. The Association shall maintain an office at a location established by the Board of Directors within the territorial jurisdiction of the Association.
Article IV - Membership
Section l. There shall be four classes of members as follows:
 
(a) REALTOR® Members. REALTOR® Members, whether primary or secondary shall be:
 
(l) Individuals who, as sole proprietors, partners, corporate officers, or branch office managers, are engaged actively in the commercial 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 Minnesota 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 commercial 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 an Association of REALTORS® within the state or a state contiguous thereto unless otherwise qualified for Institute Affiliate Membership as described in Section l (b) of Article IV.
 
In the case of a real estate firm, partnership, or corporation, whose business activity is substantially all commercial, only those principals actively engaged in the real estate business in connection with the same office, or any other office within the jurisdiction of the association in which one of the firm’s principals holds REALTOR®, shall be required to hold REALTOR® membership unless otherwise qualified for Institute Affiliate Membership as described in Section 1 (b) of Article IV. (Amended 1/01)
 
NOTE: REALTOR® Members may obtain membership in a "secondary" Board/Association in another state.
 
(2) 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.
 
(3) 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) franchises located within the United States, its insular possessions and the commonwealth of Puerto Rico, elected to membership pursuant to the provisions in the NAR Constitution and Bylaws. Such individuals shall enjoy all of the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics) except: obligations related to board mandated education, meeting attendance, or indoctrination classes or other similar requirements; the right to use the term REALTOR® in connection with their franchise organization’s name; and the right to hold elective office in the local association, state association and National Association.
 
(4) 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.
 
(5) Designated REALTOR® Members. Each firm (or office in the case of firms with multiple office locations) shall designate in writing one REALTOR® Member who shall be responsible on behalf of the firm 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.
 
(b) 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.
 
(c) Affiliate Members. Affiliate Members shall be individuals whose interest requires them to keep informed concerning real estate and are in sympathy with the objectives of the Association; or real estate licensees engaged exclusively in a specialty other than the brokerage of real property.
 
(d) Community and Economic Development Affiliate Members. Community and Economic Development Affiliate Members shall be individuals who, while not engaged in the real estate profession as defined in Article IV, Section 1(a) of these Bylaws are recognized as being community and/or economic development professionals who are engaged in the attraction, retention, or expansion of the economic base of the region, have interests requiring information concerning commercial real estate data, and will abide by the rules on the Minnesota Commercial Property Exchange. These individuals are not engaged in the sale, lease, exchange or brokerage of real property. They shall be able to receive and use certain data from the Minnesota Commercial Property Exchange solely for community and/or economic development purposes.
 
Section 2. Membership of the MNCAR
Notwithstanding anything contained in Section 1 of this Article, no one shall be eligible for membership who is a competitor, or who is employed by or affiliated with a competitor, of the Minnesota Commercial Association of REALTORS, the Minnesota Commercial Property Exchange, Inc., or any other subsidiary of the Minnesota Commercial Association of REALTORS.
 
 
Article V - Qualification and Election
 
Section l. Application
(a) An application for membership shall be made in such manner and form as may be prescribed by the Board of Directors and made available to anyone requesting it. The application form shall contain among the statements to be signed by the applicant (l) 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 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 l7 of the Code of Ethics, and as further specified in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®, as from time to time amended, and (2) that applicant consents that the Association, through its Membership Committee or otherwise, may invite and receive information and comment about applicant from any Member or other persons, and that applicant agrees that any information and comment furnished to the 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 of Ethics referred to above.
 
Section 2. Qualification
(a) An applicant for REALTOR® Membership who is a sole proprietor, partner, corporate officer, or branch office manager of a real estate firm shall supply evidence satisfactory to the Association that he/she is actively engaged in the real estate profession, and maintains a current, valid real estate broker's or salesperson's license or is licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, has a place of business within the state or a state contiguous thereto (unless a secondary member), has no record of recent or pending bankruptcy*, has no record of official sanctions involving unprofessional conduct**, and shall agree that if elected to membership, he/she will abide by such Constitution, Bylaws, Rules and Regulations, and Code of Ethics.
 
* 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 Association 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 Association may only consider judgments within the past three (3) years of violations of (1) civil rights laws; (2) real estate license laws; (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 V; Section 2(a) may be deleted at the Association’s discretion. However, 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® 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 by NAR 1/01)
 
(b) Individuals who are actively engaged in the real estate profession other than as sole proprietors, partners, 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 or salesperson's license or be licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, and shall agree in writing that if elected to membership he/she will abide by such Constitution, Bylaws, Rules and Regulations, and the Code of Ethics.
 
(c) “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 the Code 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 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 proceedings of the association to which the applicant has made application) and will abide by the decision of the hearing panel. (Amended by NAR 1/01)
 
An applicant for Institute Affiliate Membership shall supply to the Membership Committee evidence that applicant holds a professional designation awarded by a qualified Institute, Society or Council affiliated with the NATIONAL ASSOCIATION OF REALTORS® that addresses a specialty area other than residential brokerage or who otherwise holds a class of membership in such Institute, Society or Council that confers the right to vote or hold office and shall agree, if elected to membership, to abide by the Constitution, Bylaws and Rules and Regulations of the local Board, the State Association, and the National Association.  
 
Section 3. Election.
The procedure for election to membership shall be as follows:
 
(a) Applicants for REALTOR® (and REALTOR-ASSOCIATE®, where applicable) 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 Board of Directors. If the Board of Directors 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 six months from the Association's receipt of their application, membership may, at the discretion of the Board of Directors, be terminated.
 
(b) Dues shall be computed from the date of application and shall be non-refundable unless the Association's Board of Directors 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 Board of Directors may not terminate any provisional membership unless it provides the provisional member with not less than fifteen days’ advance written notice, an opportunity to appear before the Board of Directors not less than five days before the effective date of termination, to call witnesses on his/her behalf, to be represented by counsel, and to make such statements as he/she deems relevant. The Board of Directors may also have counsel present. The Board of Directors shall require that written minutes be made of any hearing before it or may electronically or mechanically record the proceedings.
 
(d) If the Board of Directors determines that provisional membership should be terminated, it shall record its reasons with the Secretary. If the Board of Directors 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 Association for a declaratory judgment by a court of competent jurisdiction of a final judgment declaring that the termination violates no rights of the individual.
 
Section 4. New Member Code of Ethics Orientation.
Applicants for REALTOR® membership and provisional REALTOR® members shall complete an orientation program on the Code of Ethics of not less than two hours and thirty minutes of instructional time. This requirement does not apply to applicants for REALTOR® membership or provisional members who have comparable orientation in another association, provided that REALTOR® membership has been continuous, or that any break in membership is for one year or less. Failure to satisfy this requirement within six months of the date that provisional membership was granted will result in termination of provisional membership.
 
Section 5. Continuing member 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 hours and thirty minutes of instructional time. This requirement will be satisfied upon presentation of documentation that the member has completed a course of instruction conducted by this or another association, the State Association of REALTORS® the NATIONAL ASSOCIATION OF REALTORS®, or any 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 by NAR 1/01) Members suspended for failing to meet the requirement for the first four (4)-year cycle (2001 through 2004) will have until December 31, 2005 to meet the requirement. Failure to meet the requirement by that time will result in automatic termination of membership. Failure to meet the requirement for the second (2005 through 2008) cycle and subsequent four (4)-year cycles 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 by NAR 1/01, revised 5/05)
 
Section 6. Status Changes.
(a) A REALTOR® who changes the conditions under which he/she holds membership shall be required to provide written notification to the Association within 30 days of the change. 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 they have transferred within 30 days of the date they advised the Association of their change in status, their new membership application will terminate automatically unless otherwise so directed by the Board of Directors.
A REALTOR® (or REALTOR-ASSOCIATE®, where applicable) who is transferring their 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 30 days of the date the Association is advised of the disaffiliation with the current firm, membership will terminate automatically unless otherwise so directed by the Board of Directors.
The Board of Directors, at its discretion, may waive any qualification which the applicant has already fulfilled in accordance with the Association's Bylaws.
 
(b) 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.
 
(c) Dues shall be prorated from the first day of the quarter in which the member is notified of election by the Board of Directors and shall be based on the new membership status for the remainder of the year.
Article VI - Privileges and Obligations
Section l. The privileges and obligations of Members, in addition to those otherwise provided in these Bylaws, shall be specified in this Article.
 
Section 2. Any Member of the Association may be reprimanded, fined, placed on probation, suspended, or expelled by either the Board of Directors of the Association or a Tribunal of the Minnesota Association of REALTORS® acting on behalf of the Board of Directors of the Minnesota Association of REALTORS® 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 NATIONAL ASSOCIATION OF REALTORS®. 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 Minnesota Association of REALTORS® 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 3. Any REALTOR® Member of the Association may be disciplined by a Tribunal of the Minnesota Association of REALTORS® for violations of the Code of Ethics. Any REALTOR® Member of the Association may be disciplined by the Board of Directors for other duties of membership, after a hearing as described in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®, provided that the discipline imposed is consistent with the discipline authorized by the Professional Standards Committee of the NATIONAL ASSOCIATION OF REALTORS® as set forth in the Code of Ethics and Arbitration Manual of the National Association.
 
Section 4. 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 Board may condition the right of the resigning Member to reapply for membership upon payment in full of all such monies owed.
 
Section 5. 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.
 
(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®.
 
Section 6. 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. NOTE: This is the only class of membership with voting rights.
 
(a)    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 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 admitted 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 in the Association, whichever may apply.
 
(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.
 
Section 7. Institute Affiliate Members. Institute Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors consistent with the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.
 
NOTE: Local associations establish the rights and privileges to be conferred on Institute Affiliate Members except that no Institute Affiliate Member may be granted the right to use the term REALTOR® or the REALTOR® logo; to serve as President of the local association; or to be a participant in the Association’s Commercial Property Exchange. (amended by NAR 1/02)
 
Section 8. Affiliate Members. Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.
 
Section 9. Community and Economic Development Affiliate Members. Community and Economic Development Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.
 
Section 10. Certification by REALTOR®. "Designated" REALTOR® Members of the Association shall certify to the Association prior to dues billing on a form provided by the association, a complete listing of all individuals licensed or certified in the REALTOR®'s office(s) and shall designate a primary Board/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 Board/Association based on said non-member licensees, the Designated REALTOR® shall identify the Board/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 30 days of the date of affiliation or severance of the individual.
 
Section 11. Harassment. Any member of the Association may be reprimanded, placed on probation, suspended or expelled for harassment of an Association or Exchange / MLS employee or Association Officer or Director after an investigation in accordance with the procedures of the Association. As used in the 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 conduct, 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. Disciplinary action may include any sanction authorized in the association’s Code of Ethics and Arbitration ManualThe decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the President, and President-elect and/or Vice President and one member of the Board of Directors selected by the highest ranking officer not named in the complaint, upon consultation with legal counsel for the Association. If the complaint names the President, president-elect or Vice President, they may not participate in the proceedings and shall be replaced by the Immediate Past President or, alternatively, by another member of the Board of Directors selected by the highest ranking officer not named in the complaint. Note: Suggested procedures for processing complaints of harassment are available online through http://www.REALTOR.org, or from the Member Policy Department (Amended by NAR 5/08).
 
Article VII - Professional Standards and Arbitration
Section 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 NATIONAL ASSOCIATION OF REALTORS® as from time to time amended, 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.
(a) The enforcement of the Code of Ethics, the disciplining of Members, the arbitration of disputes, and the organization and procedures incident thereto shall be carried out by the Minnesota Association of REALTORS® and shall be governed by the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®.
 
Section 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 THE NATIONAL ASSOCIATION OF REALTORS®, as from time to time amended.
 
Article VIII - Use of the Terms REALTOR® and REALTORS®
Section l. Use of the terms REALTOR® and REALTORS® by Members shall, at all times, be subject to the provisions of the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS® and to the Rules and Regulations prescribed by its Board of Directors. The Board shall have the authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTORS®, the use of the terms 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 by NAR 6/06)
 
Section 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 state 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 3. A REALTOR® Member who is a principal of a real estate firm, partnership, or corporation may use the terms REALTOR® and REALTORS® only if all the principals of such firm, partnership, or corporation who are actively engaged in the real estate profession within the state or a state contiguous thereto are REALTOR® Members of the Association or Institute Affiliate Members as described in Section 1(b) of Article IV.
 
(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 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 by NAR 1/02)
 
Section 4. Institute Affiliate Members shall not use the terms REALTOR® or REALTORS®, nor the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS®.
Article IX - State and National Memberships
Section l. The Association shall be a Member of the NATIONAL ASSOCIATION OF REALTORS® and the Minnesota 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 Minnesota 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. 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 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 Minnesota Association of REALTORS®.
Article X - Dues and Assessments
Section l. Application Fee. The Board of Directors may adopt an application fee for REALTOR® Membership in reasonable amount, not exceeding three times the amount of the annual dues for REALTOR® Membership, which shall be required to accompany each application for REALTOR® Membership and which shall become the property of the Association upon final approval of the application. The Board of Directors may adopt an application fee for Institute Affiliate Membership not in excess of the annual dues for Institute Affiliate Members.
 
Section 2. Dues. The annual dues of Members shall be as follows:
(a) REALTOR® Members. The annual dues of each Designated REALTOR® Member shall be such amount as established annually by the Board of Directors plus an amount to be established annually by the Board of Directors times the number of real estate salespersons and licensed or certified appraisers who (l) are employed by or affiliated as independent contractors, or who are otherwise directly or indirectly licensed with such REALTOR® Member and do brokerage of real property, and (2) are not REALTOR® Members of any Board/Association in the state or a state contiguous thereto or Institute Affiliate Members of the Association. In calculating the dues payable to the Association by a Designated REALTOR® Member, non-member licensees as defined in (1) and (2) above of this paragraph shall not be included in the computation of dues if the Designated REALTOR® has paid dues based on said non-member licensees in another Board/Association in the state or a state contiguous thereto, provided the Designated REALTOR® notifies the Association in writing of the identity of the Board/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 non-member licensees shall be limited to licensees affiliated with the Designated REALTOR® (as defined in (1) and (2) of this paragraph) in the office where the Designated REALTOR® holds membership, and any other offices of the firm located within the jurisdiction of this board. (Amended by NAR 1/01)
 
(1) For the purpose of this Section, a REALTOR® Member of a Member Board/Association shall be held to be any Member who has a place or places of business within the state or a state contiguous thereto and who, as a principal, partner, corporate officer, or branch office manager of a real estate firm, partnership, or corporation, is actively engaged in the real estate profession as defined in Article III, Section l, of the Constitution of the NATIONAL ASSOCIATION OF REALTORS®. An individual shall be deemed to be licensed with a REALTOR® if the license of the individual is held by the REALTOR®, or by any broker who is licensed with the REALTOR®, or by any entity in which the REALTOR® has a direct or indirect ownership interest and which is engaged in soliciting and/or referring clients or customers to the REALTOR® or his firm on a substantially exclusive basis or which is engaged in other aspects of the real estate business provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, or corporate officer of the entity.
 
(b) REALTOR® Members. The annual dues of REALTOR® Members other than the Designated REALTOR® shall be such amount as established annually by the Board of Directors.
 
(c) Institute Affiliate Members. The annual dues of each Institute Affiliate Member shall be such amount as established in Article II of the Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.
 
NOTE: The Institutes, Societies and Councils of the National Association shall be responsible for collecting and remitting dues to the National Association for Institute Affiliate Members ($75.00). The National Association shall credit $25.00 to the account of a local association for each institute Affiliate Member whose office address is within the assigned territorial jurisdiction of that Association, provided, however, if the office location is also within the territorial jurisdiction of a Commercial Overlay Board (COB), the $25.00 amount will be credited to the COB, unless the Institute Affiliate Member directs that the dues be distributed to the other board. The National Association shall also credit $25.00 to the account of state associations for each Institute Affiliate Member whose office address is located within the territorial jurisdiction of the state association. Local and state associations may not establish any additional entrance, initiation fees or dues for Institute Affiliate Members, but may provide service packages to which Institute Affiliate Members may voluntarily subscribe. (Amended by NAR 1/02).
 
(d) Affiliate Members. The annual dues of each Affiliate Member shall be such amount as established annually by the Board of Directors.
 
(e) Community and Economic Development Affiliate Members. The annual dues of Community and Economic Development Affiliate Members shall be such amount as established annually by the Board of Directors.
 
Section 3. Dues Payable. Dues for all Members shall be payable on the date established by the Board of Directors with appropriate notice. Dues shall be computed from the date of application and granting of provisional membership and shall be prorated for the remainder of the year.  
 
(a) In the event a sales 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 non-member licensee. Dues shall be calculated from the first day of the current fiscal year and are payable within 30 days of the notice of termination.
 
Section 4. Nonpayment of Financial Obligations. If dues, fees, fines, or other assessments including amounts owed to the Association or the Association’s Commercial Property Exchange are not paid within one (l) 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. However, no action shall be taken to suspend or terminate a Member for nonpayment of disputed amounts until the accuracy of the amount owed has been confirmed by the Board of Directors. 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 in a manner prescribed for new applicants for membership, after making payment in full of all accounts due as of the date of termination.
 
Section 5. Deposit. 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.
 
Section 6. Expenditures. The Board of Directors shall administer the day to day finances of the Board. Capital expenditures in excess of income for the current year may not be made unless authorized by not less than one-third of the voting membership or a majority of all Directors.
 
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 or the Association’s Commercial Property Exchange shall be noticed to the delinquent Association Member in writing setting forth the amount owed and due date.
 
Article XI - Officers and Directors
Section l. Officers. The officers of the Association shall be a Managing Chair and a Treasurer. The Managing Chair and Treasurer may be the same person. They shall be elected for terms of one year. Officers of the Association shall be Directors.
 
Section 2. Duties of Officers. The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the board of directors. It shall be the particular duty of the chief staff executive to keep the records of the association and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the Minnesota Association of REALTORS®.Section 3. Board of Directors. The governing body of the Association shall be a Board of Directors consisting of the elected officers, and a minimum of three and a maximum of five REALTOR® members. Directors shall be elected to serve for terms of three years. The current officers shall serve one-year terms on the Board of Directors. The term of office of all Directors begins on January 1 of each calendar year. The presence of one-third of Directors constitutes a quorum.  
 
Section 4. Election of Officers and Directors.
a) A nominating committee shall be appointed by the Managing Chair with the approval of the board of directors. The nominating committee shall select one candidate for each office and one candidate for each place to be filled on the board of directors. The report of the nominating committee shall be mailed or electronically transmitted to each member eligible to vote. Additional candidates for the offices to be filled may be placed in nomination by petition signed by at least 50 of the REALTOR® members eligible to vote. The chief staff executive shall send notice of such additional nominations to all members eligible to vote before the election.

(b) The election of officers and directors may be conducted by ballot sent by electronic means, in accordance with the procedures established by the board of directors. A ballot delivered electronically to the REALTOR members under this paragraph shall be deemed delivered when directed to an e-mail address at which such member has consented to receive communications from the Association. A ballot delivered to the REALTOR members by mail or e-mail shall indicate the number of responses needed to meet quorum requirements, and specify the time by which a ballot must be received by the Association in order to be counted.
 
Section 5. Vacancies. If the office of any elected officer or director becomes vacant for any reason, the board of directors may choose a successor by the election of an officer or director by a simple majority vote of directors, or the board of directors may leave such position vacant so long as the number of directors does not fall below the minimum specified in Section 2 of this Article. A director elected to fill a vacancy shall hold office until the next election of members of the class of directors which contains the vacancy.
 
Section 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:
 
(a) A petition requiring the removal of an Officer or Director and signed by not less than one-third of the voting membership or a majority of all Directors shall be filed with the Managing Chair, or if the Managing 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, 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 (l0) days prior to the meeting, and shall be conducted by the Managing Chair of the Association unless the Managing 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 is present, a three-fourths vote of Members present and voting shall be required for removal from office.
 
Section 7. Chief Staff Executive. There shall be a chief staff executive, appointed by the board of directors, who shall be the chief administrative officer of the association. The chief staff executive shall have the authority to hire, supervise, evaluate and terminate other staff, if any, and shall perform such other duties as prescribed by the board of directors.
Article XII - Meetings
Section 1. Meetings of Directors. The Board of Directors shall designate a regular time and place of meetings. Absence from three regular meetings within the same calendar year without an excuse deemed valid by the Board of Directors shall be construed as resignation.
 
(a) Quorum and Voting. The presence of one-third of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. If a quorum is present when a duly called or held meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of Directors originally present leaves less than the number otherwise required for a quorum. At any meeting of the Board of Directors, each voting Director present at the meeting shall be entitled to case one vote on any question coming before the meeting. Except as otherwise provided in these Bylaws, a majority vote of the voting Directors present at any meeting shall be sufficient to transact any business.
 
(b) Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by a majority of the members of the Board of Directors then in office, except as to those matters which require member approval, in which case the written action shall be signed, or consented to by authenticated electronic communication, by all members of the Board of Directors then in office. All the approvals evidencing the consent shall be delivered to the chief staff executive to be filed in the corporate records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date.
 
(c) Remote Communications for Board Meetings.  One or more directors may participate in a meeting of the board of directors by means of a conference telephone or, if authorized by the board of directors, by another means of remote communication, in each case through which that director, other directors so participating, and all directors present at the meeting may participate with each other during the meeting. Alternatively, if authorized by the board of directors, any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting. For these purposes, “remote communication” means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.

Section 2. Other Meetings
.
  Meetings of the REALTOR members, for any purpose or purposes appropriate for action by REALTOR members, may be called by the Managing Chair, by two or more members of the Board of Directors, or by 50 or more REALTOR members of the Association (or10% of REALTOR members, whichever is less). A person or persons entitled to call a special meeting of the Members may make a written request to the Managing Chair to call the meeting. The Secretary shall give written notice of the meeting in the manner provided below.
 
(a) Notice of Meetings.  Written notice shall be given to every Member entitled to participate in the meeting at least five (5) days preceding all meetings. If a special meeting is called, it shall be accompanied by a statement of the purpose of the meeting.
 
(b) Quorum. A quorum for the transaction of business at a meeting of the REALTOR members shall consist of 20% of those REALTOR members who are eligible to vote.
 
 
Article XIV - Committees
Section l. Committees. The Managing Chair shall appoint from among the REALTOR® Members, subject to confirmation by the Board of Directors, committees and task forces deemed necessary to conduct the business of the Association.
 
(a) The Managing Chair shall forward to the Minnesota Association of REALTORS® the names of interested REALTOR® Members who are willing to serve on the MAR Grievance Committee and Professional Standards Committee. Such members will be subject to the Member Criteria and annual training as required by the Minnesota Association of REALTORS®
 
Section 2. Organization. All committees shall be of such size and shall have duties, functions, and powers as assigned by the President or the Board of Directors except as otherwise provided in these Bylaws.
 
Section 3. Managing Chair. The Managing Chair shall be an ex-officio member of all standing committees and shall be notified of their meetings.
Article XV - Fiscal and Elective Year
Section l. The fiscal and elective year of the Board shall be January 1 to December 31.
Article XVI - Rules of Order
Section l. 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; provided, however, that a duly-called meeting not conducted in accordance with Robert’s Rules of Order shall nonetheless be a valid meeting.
Article XVII - Amendments
Section l. The Board of Directors, by a majority vote of the Directors who were present and entitled to vote on the proposed amendment, may amend these Bylaws at any meeting of the Board. Notice of the meeting and of the proposed amendment shall be given to all Directors at least ten (10) days prior to the meeting in the manner prescribed in Minnesota Statutes, section 317A.0ll subdivision 14(b).
 
Section 2. Amendments to these Bylaws affecting the admission or qualification of REALTOR® and Institute Affiliate Members, the use of the terms REALTOR® and REALTORS®, or any alteration in the territorial jurisdiction of the Association shall become effective upon their approval as authorized by the Board of Directors of the NATIONAL ASSOCIATION OF REALTORS®.
 
Article XVIII - Dissolution
Section l. Upon the dissolution or winding up of affairs of this Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets in such proportion as the Board of Directors determines, as permitted by Minnesota Statutes Chapter 317A, and as consistent with the Association’s status as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1984, as amended.
Article XIX – Information Exchange
Section l. Authority. The Association shall maintain for the use of its Members and other REALTORS® The Minnesota Commercial Property Exchange (MCPE) which shall be operated by a separate corporation of the state of Minnesota, all the stock of which shall be owned by this Association of REALTORS®. The rules and regulations of the MCPE shall be established by the separate corporation, and accordingly, the provisions of this Article XVIII may be superceded by such rules and regulations.
 
Section 2. Purpose. The Minnesota Commercial Property Exchange serves as an information exchange. Participants who have been retained by sellers of commercial or industrial property to market those properties may submit information on those properties to the MCPE and participants who have been retained by buyers of commercial or industrial property may submit information on the type(s) of property sought to the MCPE. Any compensation agreements related to property included in the exchange compilation must be made on an individual basis outside the Exchange between the participants or submitters involved. 
 
A commercial information exchange is not a multiple listing service. No offers of cooperation and compensation are communicated through filing information on a property in the MCPE.
 
Section 3. Participation in the Minnesota Commercial Property Exchange:
REALTOR®: Any REALTOR® (principal) member of any firm who holdsmembership in the National Association of REALTORS® is eligible to participate. No individual or firm, regardless of Board membership status, is eligible for MCPE participation or membership status unless they hold a current valid real estate Broker’s license and are capable of accepting and offering compensation to and from other participants or to those individuals who are licensed or certified by a state regulatory agency to engage in the appraisal of real property. Brokers and salespeople other than principals are not “members” or “participants” of the MCPE, but have access to and use the MCPE through the participant with whom they are affiliated. REALTOR® membership is offered also to individuals who are licensed or certified by a state regulatory agency to engage in the appraisal of real property.
 
COMMUNITY AND ECONOMIC DEVELOPMENT AFFILIATE MEMBERS shall refer to any individuals who, while not engaged in the real estate profession as defined in Article 4 of these Bylaws, are recognized as being community and/or economic development professionals who are engaged in the attraction, retention, or expansion of the economic base of the region and have interests requiring information concerning commercial real estate data. These individuals are not engaged in the sale, lease, exchange or brokerage of real property. They shall be able to receive and use data from the MCPE solely for community and/or economic development purposes.
 
Every participant must initially agree in writing to conform to the MCPE Rules and Regulations and to pay the fees and charges of the MCPE.
Only Participants and their affiliated licensees/staff may have access to and use of the current property information generated by the MCPE.
 
SUBMITTERS OF DATA TO THE MINNESOTA COMMERCIAL PROPERTY EXCHANGE:
In view of the fact that the MCPE is not a Multiple Listing Service or a Commercial Listing Service, and no offers of cooperation or compensation can be extended through the MCPE, it is not essential that a participant retained by a property owner to market the property have an exclusive right to sell, exclusive agency, or open listing. Other forms of agreement through which the participant agrees to provide certain marketing services may be the basis for authorizing the submission of property information to the MCPE. Since it is the goal of the MCPE to have a comprehensive database of commercial real estate in itsmarket, managers, developers, and owners of commercial property are eligible to submit data into the MCPE.
 
Section 4. Governing Documents: The Board of Directors shall cause any commercial property exchange established by it pursuant to this Article to conform its corporate charter, constitution, bylaws, rules, regulations, policies, practices, and procedures at all times to the constitution, Bylaws, rules, regulations, and policies of the NATIONAL ASSOCIATION OF REALTORS®.
 
Section 5. Access to Comparable and Statistical Information. Board Members who are actively engaged in real estate brokerage, management, mortgage financing, appraising, land development, or building, but who do not participate in the MLS, are nonetheless entitled to receive, by purchase or lease, all information other than current listing information that is generated wholly or in part by the MLS including "comparable" information, "sold" information, and statistical reports. This information is provided for the exclusive use of Board Members and individuals affiliated with Board Members who are also engaged in the real estate business and may not be transmitted, retransmitted, or provided in any manner to any unauthorized individual, office, or firm except as otherwise specified in the MLS rules and regulations. Board members who receive such information, either as a Board service or through the Board's MLS, are subject to the applicable provisions of the MLS rules and regulations whether they participate in the MLS or not.