Bylaws for Minnesota Commercial Property Exchange, Inc.
Minnesota Commercial Property Exchange, Inc.
Article 1: Name
The name of this organization shall be the Minnesota Commercial Property Exchange, Inc., (the “Exchange” or “MCPE”), all the shares of stock which are solely and wholly-owned by the Minnesota Commercial Association of REAL ESTATE.
Article 2: Purposes
The MCPE serves as an information exchange. 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 with the MCPE.
Article 3: Service Area
The area within which the Exchange shall function shall at all times be within the territorial jurisdiction of the MNCAR.
Article 4: Participation
A—Participation Defined: The following shall be considered “Participants,” provided they are not competitors, or employed by or affiliated with a competitor, of the Minnesota Commercial Property Exchange, Inc.:
A.1 REALTOR® Participant: Any REALTOR® of this or any other Board/Association who is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal, without further qualification, except as otherwise stipulated in these bylaws or the Rules and Regulations adopted by the Exchange, shall be “REALTOR® Participants” and eligible to participate in the Exchange upon agreeing in writing to conform to the Rules and Regulations and Bylaws thereof and to pay the costs incidental thereto. Brokers and salespeople other than principles are not “Participants” of the MCPE but have access to and use the data from the information exchange through the Participants 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.
A.2 Licensed Participant: Any MINNESOTA COMMERCIAL ASSOCIATION OF REAL ESTATE MEMBER who is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal, without further qualification, except as otherwise stipulated in these bylaws or the Rules and Regulations adopted by the Exchange, shall be “Licensed Participants” and eligible to participate in the Exchange upon agreeing in writing to conform to the Rules and Regulations and Bylaws thereof and to pay the costs incidental thereto. Brokers and salespeople other than principles are not “Participants” of the MCPE but have access to and use the data from the information exchange through the Participants with whom they are affiliated.
A.3 Community and Economic Development Affiliate Members: Any individuals who, while not engaged in the real estate profession as defined in Article II of the Bylaws of the Minnesota Commercial Association of Real Estate, 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 shall be a “Community and Economic Development Affiliate Member Participant” and eligible to participate in the Exchange as provided herein upon agreeing in writing to conform to the Rules and Regulations and Bylaws thereof and to pay the costs incidental thereto. 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 information exchange solely for community and/or economic development purposes.
A.4 Appraisal Data Network (ADN) Members: as outlined in the ADN / Exchange Data Sharing Agreement. ADN members are eligible to participate in the Exchange as provided herein upon agreeing in writing to conform to the Exchange Rules and Regulations; and Bylaws. ADN members may not have access to Exchange member benefits that full REALTOR® or Licensed Participants are allowed.
Every participant must initially agree in writing to conform to the MCPE Rules and Regulations, including these Bylaws, 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.
B---Submitters of Data: 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 its market, managers, developers, and owners of commercial property are eligible to submit data into the information exchange.
C—Application for Participation: Application for participation shall be made in such manner and form as may be prescribed by the Board of Directors of the MCPE and made available to any REALTOR® (principal) of the Minnesota Commercial Association of REALTORS or any other Board/Association requesting it, or Licensed real estate agents who belong to the Minnesota Commercial Association of Real Estate. The application form shall contain a signed statement agreeing to abide by these bylaws and any other applicable Rules and Regulations of the MCPE as from time to time adopted or amended.
D—Discontinuance of Exchange: Participants of the Exchange may discontinue the Exchange by submitting a written resignation. Participants shall not be entitled to any refund for initial participation fee or any charges paid. Further, upon resignation all accounts must be paid in full.
Article 5: Service Charges
The charges made for participation in the Exchange shall be as determined, and as amended from time to time by the Board of Directors of the MCPE.
Article 6: Governing Body
A—Government of the Exchange: The government of the MCPE shall be vested in its Board of Directors comprised of the elected Officers and Directors nominated and elected as described in this Article.
B—Officers of the Exchange: The Officers of the Exchange, who shall also be Directors, shall be a President, a Vice President, and a Secretary-Treasurer, and shall have such duties as are typical of those offices.
C—Board of Directors of the Exchange: The MCPE Board of Directors shall have control of all affairs of the MCPE and shall authorize all expenditures of funds. The MCPE Board of Directors shall adopt a budget reflecting projected income and expenses for the coming year for the MCPE.
The MCPE Board of Directors shall be composed of not less than thirteen (13) nor more than fifteen (15) elected Directors, including the President, Vice President, and Secretary-Treasurer of the Exchange, as determined from time to time by the Board of Directors and approved by the shareholders. No decrease in the number of Directors pursuant to this section shall result in the removal of any Director then in office. No more than four elected Directors may be non-REALTOR® or non-“Licensed Minnesota Commercial Association of Real Estate” members of MCPE. In addition to the elected Directors, the following shall be ex officio Directors with full voting privileges: (a) the President of the Minnesota Commercial Association of Real Estate or a person appointed by the President; and (b) the Immediate Past President of MCPE. The Board of Directors may, from time to time by resolution, designate categories of voting or non-voting elected Directors, including but not limited to Honorary and Of Counsel Directors. All directors shall be natural persons. Directors shall be elected to serve for terms of one year. The term of office begins on January 1 of each calendar year. Five members constitute a quorum. Vacancies among the Board of Directors shall be filled by the affirmative vote of the majority of the remaining directors, even though less than a quorum. A director elected to fill a vacancy shall hold office until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders, or until his or her earlier death, resignation, removal or disqualification.
Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the common voting shares. A director may be removed at any time, with or without cause, by the affirmative vote of a majority of the remaining directors present if the director was named by the Board of Directors to fill a vacancy, and the shareholders have not elected directors in the interval between the time of appointment to fill the vacancy and the time of removal.
D—Nomination and Election of Directors: At the October Organizational Meeting of the Board of Directors of the Minnesota Commercial Association of Real Estate Directors shall elect MCPE Directors for the upcoming year for the MCPE. They shall take office at the first MCPE Board of Directors meeting of the next calendar year.
Article 7: Meetings
A—Shareholder Meetings of the Exchange: Meetings of shareholders of the Exchange may be called from time to time by the President, the Exchange Board of Directors, or by at least 25 % of the shareholders of the Exchange. Written notice stating the day, place, and hour of the meeting, and for a special meeting the purpose or purposes for which the special meeting is called, shall be delivered to all shareholders not less than one week prior to said meeting. An action required or permitted to be taken at a meeting of the share¬holders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on that action. The written action shall be effective when it has been signed by all of those shareholders, unless a different effective time is provided in the written action.
B—Quorum Voting at Shareholder Meetings of the Exchange: A quorum for the transaction of business shall consist of those shareholders present at a duly called meeting who are eligible to vote. A majority vote by such shareholders present and voting at a meeting attended by a quorum shall be required for the passage of motions. Shares of MCPE registered in the name of another domestic or foreign corporation may be voted on by the president under the authority of the Board of Directors of that corporation. Except as provided herein, shares of MCPE registered in the name of a subsidiary shall not be entitled to vote on any matter. Shares of MCPE in the name of or under the control of the corporation or a subsidiary in a fiduci¬ary capacity shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or gives the corporation binding instructions on how to vote the shares.
C—Meeting of the Board of Directors of the Exchange: The Board of Directors may meet at any time it deems advisable on the call of the President or any two directors. Notice of any meeting shall be given at least five days before the meeting by written notice mailed to each director at his or her business address or at least 24 hours prior to the meeting if delivered personally. A director may waive notice of a meeting of the Board of Directors. A waiver of notice by a director entitled to notice shall be effective whether given before, at or after the meeting, and whether given in writing, orally or by attendance. Attendance by a director at a meeting shall be a waiver of notice of that meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting. Five Directors shall constitute a quorum. A majority vote by the Directors present and voting at a meeting attended by a quorum shall be required for passage of motions. An action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors, and in the case of an action which need not be approved by the shareholders, such action may be taken by written action signed by the number of directors that would be required to take such action at a meeting of the Board of Directors at which all directors were present. The written action shall be effective when signed by the required number of directors, unless a different effective time is provided in the written action. When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date. Failure to provide the notice shall not invalidate the written action. A director who does not sign or consent to the written action shall have no liability for the action or actions taken thereby.
D—Presiding Officer: At all meetings of the Participants, shareholders or directors of the Exchange, the President or, in the absence of the President, the Vice President shall serve as presiding officer. In the absence of the President and Vice President, the President shall name a temporary Chairperson or, upon the President’s failure to do so, the Board of Directors of the Exchange shall appoint a temporary Chairperson.
Article 8: Committees
The President, with the approval of the Exchange Board of Directors, shall create such standing or ad hoc Committees or Task Forces as the President deems desirable and shall appoint their members.
Article 9: Fiscal Year
The fiscal year of the Exchange shall commence on January 1 and shall end on December 31.
Article 10: Amendments
A—Amendments to Bylaws: Amendments to these Bylaws shall be by a majority vote by the MCPE Board of Directors. Amendments to the Bylaws of the Exchange approved by the MCPE Board of Directors shall further be subject to approval of the Board of Directors of the Minnesota Commercial Association of Real Estate (shareholder).
B—Amendments to Rules and Regulations: Amendments to the rules and regulations of the Exchange shall be by consideration and approval of the Board of Directors of the Exchange.
When approved by the Board of Directors, the amendments to the rules and regulations of the Exchange shall be effective immediately or as stated in the amending resolution.
Article 11: Dissolution
In the event this Exchange shall at any time terminate its activities, the Board of Directors of the Exchange shall consider and adopt a plan of liquidation and dissolution with the approval of the shareholders. Said plan shall provide for the collection of all assets, the payment of all liabilities, and that the remaining portions thereof to be distributed as provided by law.
Article 12: Indemnification
The corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with the corporation in accordance with, and to the fullest extent pro¬vided by, the provisions of chapter 302A, Minnesota Statutes.