In light of emails and texts circulating to encourage members to vote against the 2023 Proposed Bylaws Amendments, we paused the voting on the proposed amendments. We do not intend our comments below to tell you how to vote on any of the proposed amendments but to clarify inaccuracies and address speculations included in those unofficial Association communications.
Request to delay the Bylaws vote until clarifications are provided. This request to postpone the initial vote is unusual in that the Bylaws currently provide for a week’s notice to the membership prior to any voting.
Proposed Amendments were not discussed/reviewed by the Board of Directors. These allegations are false and insinuate that elected leadership or Staff have not followed proper protocols. The compilation of proposed amendments stemmed from a multi-year process. Before being put forth to a vote by the membership, each proposed amendment was vetted by a current or past Bylaws Committee, Board of Directors, or, in some cases, a Presidential Advisory Group (PAG) appointed to focus on a specific issue. Also, the Association’s legal counsel reviewed and provided guidance on every proposed amendment. The revised PDF of the 2023 Proposed Amendments contain the dates of each review.
Misconception that the Bylaws Vote is “All” or “None.” The original and revised PDF of the 2023 Proposed Amendments outlines 11 proposed amendments, for which members can vote “yes” or “no” on each of the 11 proposals.
Lack of Reference to Specific Articles or Sections/Request for a Redlined Version of the Entire Bylaws/Providing Clarity to the Members Missed the Mark
- The intent of the brief video in the September 5th and 11th e-newsletters was to highlight but not detail every single item being put forth.
- The weekly e-newsletter directed members to gcar.net for a detailed PDF detailing every Article or Section of the Bylaws that would be impacted. The revised PDF of the 2023 Proposed Amendments includes clarifications referenced throughout this document.
- Proposed amendments have never included a redlined version of the entire Bylaws. Each proposed amendment provided what would be accomplished, the rationale, and any changes denoted with strikethroughs (deletions) and underlines (additions) to the impacted Articles and Sections.
- There was a typo in the rationale for the proposed amendment regarding Secretary-Treasurer, which has since been corrected and denoted in the revised PDF of the 2023 Proposed Amendments.
Restructuring of Nominating Committee. While the size of the Nominating Committee would remain the same (7 REALTORS®the Governance PAG recommended a change in how the committee is comprised/appointed. The PAG was concerned that the automatic appointment of the four most recent past presidents limits the opportunity for balance and diversity. Also, the PAG wanted to ensure all those appointed to the Nominating Committee are currently engaged with the Association and from a larger pool of members (past presidents or current/past officers, directors, or committee chairs) with a check-and-balance of requiring said appointments to be affirmed by the Board of Directors. Also, by expanding the pool of who can serve on the Nominating Committee, more members would have more voice in the election process.
How are REALTOR® members gaining more opportunities to vote for and serve on the Board of Directors?
- Historically, the Commercial Council President had an automatic seat on the Board of Directors. Since the Board of Directors replaced the Commercial Council with the Commercial Services Advisory Board, there is no Council President. In 2022, the Board of Directors approved a new process for filling this former automatic seat – the Commercial Services Advisory Board will provide the Nominating Committee with up to two names for the ballot, to be voted on by all REALTOR® members.
- Due to the inactivity of the Northwest Georgia Council, the Council President’s automatic seat on the Board of Directors would no longer exist. Instead of reducing the size of the Board of Directors, it was determined to keep this Director position and have it be a regular Director position voted on by all REALTOR® members.
- While unrelated and since some have questioned it, the MLS Chair is an automatic appointment by the President (with restrictions on firms). This provision would not change.
Mirror the state and national process for electing the Officers, meaning the members vote on the Directors, who elect the Officers. Some members are mistakenly saying only the current Board of Directors would vote on the President-Elect. To clarify, the current and incoming/newly-elected Directors would vote on the President-Elect and Secretary-Treasurer. While this proposed amendment does shift the Officer elections away from the membership, the new process puts more importance on the membership’s election of Directors. Also, it ensures those electing the Association’s highest offices are those members most engaged with the Association’s current programs and initiatives.
Clarify the steps taken for member accounts with outstanding balances.
- This action in the proposed amendment regarding financial obligations is for fees outside of annual dues renewal and MLS renewal (e.g., REALTOR® Store purchase, class/event no-show fees). Staff already performs these steps, and this proposed amendment simply reaffirms to all members their financial obligations.
- Some members have mistakenly stated this amendment would create a new process for annual membership dues and MLS fees by making these dues and fees the responsibility of the Designated REALTOR® or MLS Participant. However, this process already is in place and prescribed by the National Association of REALTORS® that (1) the Designated REALTOR®’s annual dues are the dues amount times the number of licensees affiliated with his firm, and (2) the MLS Participant’s annual fees are the fee amount times the number of licensees affiliated with his firm unless a licensee provides a waiver that they already subscribe to another MLS and waive their right to have access to our MLS.
- NOTE: The Association has directly invoiced members individually for annual membership dues and MLS fees for many years. This direct invoicing is a courtesy to the Designated REALTORS® and MLS Participants. It does not negate the ultimate responsibility of the Designated REALTOR® or MLS Participant for the dues/fees times the number of licensees affiliated with their firm.
Why are we requiring a REALTOR® Emeritus to have service at the national level? This service requirement is from the National Association of REALTORS®. The only intent of this proposed amendment is to affirm that process and reaffirm that any Designated REALTOR® who is also a REALTOR® Emeritus whose membership dues are waived remains responsible for the membership dues of his affiliated licensees.
Why are we making it easier to remove an Officer or Director? Our Bylaws have a nearly impossible requirement of a unanimous vote of all other Directors for removing an Officer or Director for cause. And while our Bylaws are silent on removal without cause, TN law requires only a 2/3 vote for removal without cause. The Association’s Legal Counsel recommends adoption of the revised proposed amendment.
Why are certain committees being phased out? Why are certain committees left in the Bylaws that no longer are in place?
- This proposed amendment significantly reduces the number of Standing Committees from the Bylaws. However, removing them only eliminates the requirement (not the committees) that they must be appointed yearly so that we are always in compliance with our Bylaws. For example, we went several years without a Diversity Inclusion Committee. And we have some committees (RPAC, Placemaking, Scholarship) that were never added to the Bylaws. So the thinking is to list only the ones that are the bare minimum per NAR and not keep changing the Bylaws every time we add or remove one (or change the name of one.)
- Grievance and Professional Standards were left in because if we ever opted out of the statewide program (or the state discontinued the service), we wouldn’t have to change the Bylaws again. And it’s OK to leave them in as we have those committees by opting into the statewide program and our members serving on them at the state level.
Clarifying the Chief Staff Executive’s/CEO’s role in providing assistance to the Secretary-Treasurer. This proposed amendment resulted from a conversation about removing “Secretary” from “Secretary-Treasurer,” which ended up not being put forth as a proposed amendment. However, based on advice from legal counsel, it was agreed to clarify the CEO assists the Secretary-Treasurer with administrative tasks. After discussing whether “chief staff executive” should be changed to “CEO,” the Board of Directors determined “chief staff executive” was sufficient as in some cases, the CEO might delegate the responsibility to another staff member.
Timeline for Voting on 2023 Proposed Bylaws Amendments
September 29: Notice to all Members of the revised 2023 Proposed Bylaws Amendments.
October 6-12: Voting via AssociationVoting.com.
- On Friday, October 6, each REALTOR® member eligible* to vote will receive an email with their unique voting credentials link to the online voting platform.
- Voting will remain open until 5 pm on Thursday, October 12.
- *Eligibility is determined by the REALTOR® member being current with all financial and disciplinary obligations to the Association and MLS and having completed any new member requirements.
October 13: Announce results.