Bylaws Vote Opens June 24, Closes July 1; Learn About the Proposed Changes

Bylaw changes to go to membership for a vote

As part of the 2017-2020 Strategic Plan, CCIAOR & CCIMLS convened a Governance Task Force in 2019 to look at the governance structure of both organizations to make sure they are relevant in today's real estate landscape and are serving our members to the best of its ability. The task force suggested changes to governance and the Board of Directors approved those changes at their May 13th, 2020 meeting. This brings the proposed changes to a vote of the membership.

Starting on June 24th, electronic voting on the proposed bylaws amendments will open, and will be available through the Member Dashboard. CCIAOR members will be eligible to vote on proposed changes to the CCIAOR Bylaws, and CCIMLS Participants will be eligible to vote on the proposed changes to the CCIMLS Bylaws. Electronic voting will close and the results of the vote will be announced at a Virtual Special Called Membership Meeting scheduled for July 1st at 10 AM.

Click below to watch our informational Zoomed In on Real Estate where Leadership and Staff discussed the proposed Bylaw amendment changes:

The CCIAOR Bylaws were last amended in 2015, and were based on the National Association of REALTORS (NAR) model bylaws.

Since the last amendment, NAR has eliminated its model bylaws and now only requires 5 specific sections, and encourages each local association to write the remainder of the bylaws to fit their needs and to reflect their own governance practices.

With this information, the Governance Task Force reviewed the bylaws line-by-line to ensure that they were clear, effective, and following governance best practices.

Many proposed changes are clerical or were made for the purposes of clarifying information or operational practices. Several sections were moved from the bylaws to the policy manual following the recommendations of NAR and governance best practices.

Proposed changes that will have a more significant impact on the governance of CCIAOR are outlined below.

1. New Member Requirements (page 13)
   1. Changed timeframe for completing New Member Orientation and Code of Ethics to 120 days (down from 180 days)
      Rationale: The reduced timeframe will ensure new members are completing these essential education requirements sooner while still giving multiple opportunities for them to meet the requirements.
      
2. CCIAOR Emeriti Members (page 24)
   1. Created a new policy for CCIAOR Emeritus Members: Must be a CCIAOR member for 40 years and have completed 5 years of service on a CCIAOR (or any subsidiary company) Board, Committee or Task Force. Those who qualify will have CCIAOR dues waived moving forward.
      Rationale: Historically, CCIAOR has followed NAR’s Emeritus criteria for determining which members qualify for Emeritus status. Starting in 2020, NAR has changed its criteria to require 40 years as a REALTOR® and 1 year of service at the national (NAR) level (previously they required 1 year of service at any level - local, state, or national). Given this change and stricter criteria, the Governance Task Force felt it was appropriate to create our own criteria for Emeritus status based on CCIAOR and CCIMLS membership length and years of service. Note: Those who have previously received Emeritus status will not be impacted by this change.
3. CCIAOR Board of Directors (page 25-26)
   1. Removed Medium Firm Director and added At-Large Director.
   2. Redefined small brokerage as 50 or fewer affiliated licensed brokers, salespersons, or appraisers in Massachusetts.
   3. Redefined large brokerage as 51 or more affiliated licensed brokers, salespersons, or appraisers in Massachusetts
      Rationale: These changes we made to better reflect the composition of firms in our membership to ensure the Board remains representative. In recent years, we’ve seen firms consolidate and merge resulting in many fewer members in what the Bylaws previously defined as medium-sized firms (11 to 30 members of CCIAOR). Additionally, we have more firms in our membership who are national or regional, and using affiliated licensees in the state (vs members of CCIAOR) to determine the firm size, will be a more accurate and fair definition.
      
4. Qualifications of Officers and Directors (page 26)
   1. Expanded qualifications for candidates for Officer positions to include service in the last 5 years on the CCIAOR Finance Committee or as an MAR or NAR Director.
   2. Clarified the eligibility of candidates to regional or firm size director seats will be established at the time of credentialing and will remain for the duration of their term.
      
5. Credentialing of Officers and Directors (page 26)
   1. New process of qualifying candidates for the ballot for the Board of Directors -- candidates can be added to the ballot by submitting a petition with 25 signatures (current process outlined in Bylaws) OR through the recommendation of the Leadership Development Committee (LDC)
      Rationale: Adoption of hybrid credentialing process for Board of Director elections and creation of Leadership Development Committee will ensure continued open access to members who want to serve on the Board while also creating a more robust recruitment and development pipeline for future leadership
      
6. Election Process (page 29)
   1. Election process remains the same – candidates are placed on the ballot (via petition or by the LDC) for a vote by the membership
   2. Firm Association Limitations: Keeps the limit at a maximum of 2 people from the same firm, but updated policy to clarify that if 2 members are on the Board from the same firm, 1 member must exit at the end of the calendar year.
   3. New provision added: Officers and Directors who are absent for three (3) consecutive Board of Directors meetings will be automatically resigned unless the Director petitions the Board to remain in office and the Board unanimously agrees.
      
7. Committees (page 34-37)
   
   1. Clarified and cleaned up language on several committee sections
   2. Finance Committee: Reduced term from 3 years to 2 years; aligned committee selection process with other committees via the appointment of the Board of Directors
   3. Created a new Leadership Development Committee (LDC): “The Leadership Development Committee shall qualify candidates for the ballot, oversee the election process and ensure compliance with these Bylaws.” The LDC will replace the Elections Committee in overview of the election process.
      1. Composition: 7 members elected by the CCIAOR Board of Directors; Past President serves as chairman; no other member of the Board of Directors may serve.

The CCIMLS Bylaws were last amended in 2015.

The proposed amendments strategically change the structure and composition of the CCIMLS Board of Directors with the goal of creating a governing body that is smaller, incorporates outside industry experts and is able to be nimble and responsive in the face of a rapidly changing MLS landscape.

Under the proposed amendments, the CCIAOR Board of Directors would elect the members of the CCIMLS Board, and would also maintain authority over governance decisions. Under the current Bylaws, though the CCIAOR and CCIMLS have separate Boards of Directors, in practice, the same members have served on both Boards (i.e. the same individual serves as the President of both organizations).

The revisions to the Board composition would allow for more separation between members serving on the CCIAOR and CCIMLS Board, allowing each Board to ensure they are meeting their fiduciary duty to each respective organization.

1. Office (page 4)
   1. Removed regional areas and definitions as they are no longer needed for CCIMLS Board composition
      
2. Governance of CCIMLS (page 6 – 11)
   1. Authority of the Board of Directors: Defined authority of CCIMLS Board and what decisions need to be confirmed by the shareholder Board (CCIAOR Board).
      Actions of oversight:
      1. Service charges;
      2. MLS Rules and Regulations exclusively related to compliance with the NAR;
      3. Data share agreements with non-subsidiary MLSs;
      4. Definition of participant;
      5. Ownership of corporate stock;
      6. Bylaws amendments;
      7. Mergers, acquisitions or dissolutions.
   2. Officers: President and Treasurer
      1. Treasurer also serves as Secretary for the Corporation
      2. CCIAOR Treasurer shall automatically serve as CCIMLS Treasurer and shall serve as a non-voting ex-offico member on the CCIMLS Board of Directors
   3. New Composition of Board of Directors
      1. CCIMLS President
      2. Four (4) At-Large Directors (must be Participants or Subscribers
      3. Two (2) Industry Directors (outside experts, not members of CCIMLS)
      4. Any President of a subsidiary corporation of CCIMLS as an ex-offico (i.e. MVMLS President)
      5. CCIMLS Treasurer as a non-voting ex-offico
   4. Qualifications and Term of Office:
      1. No more than 1 (one) member of a brokerage is eligible to serve as a voting member on the Board of Directors
      2. President and At-Large Directors shall serve for 2 year terms; Industry Directors serve for 1 year terms.
   5. Election Process: ll CCIMLS Officers and Directors elected via a majority vote of the shareholder board (i.e. CCIAOR Board of Directors); Leadership Development Committee (LDC) takes applications and recommends candidates to CCIAOR Board of Directions;
   6. Vacancies on the Board of Directors: Shall be filled by a majority vote of the shareholder board
   7. Removal of Officers and Directors: Can be removed by ¾ vote of shareholder board
3. Committees (page 15)
   1. Committees shall be appointed by the President with confirmation from the Board of Directors
   2. MLS Advisory Group: defined advisory group composition and role as a representative body
      1. 6 At-Large Representatives, 1 Representative from each Cape region (Upper, Mid, Lower Outer), 2 Small Brokerage Representatives, 3 Large Brokerage Representatives
      2. Maximum of three (3) people from the same brokerage on the MLS Advisory Group
4. Bylaw Amendments (page 16)
   1. Bylaws may be amended by a majority vote of CCIMLS Board of Directors that must be approved by a majority of shareholder board.

The CCIAOR Policy Manual does not go to the membership for a vote. However, in a commitment to transparency, we wanted to provide it to you, so that you can document that items taken out of the bylaws are included in the Policy Manual. This is being given for information only.

The Board of Directors approved the revisions to the Policy Manual contingent upon the proposed Bylaws changes being approved by the membership.

Summary of Proposed Changes:

1. Governance (page 14-23)
   1. Website Display of Board Members: moved from Bylaws to Policy Manual
   2. Brokerage Limitation for CCIMLS Board of Directors: Added in this policy as CCIMLS Board will now be separated from CCIAOR Board
   3. Committees:
      1. Added in role and responsibilities for Professional Standards, Grievance and Leadership Development Committees
      2. MAR Directors and Committee Appointments:
         1. Moved from Bylaws to Policy
         2. Updated policy so CCIAOR President shall make MAR Director and MAR Committee appointment
      3. NAR Director
         1. Moved from Bylaws to Policy
         2. Updated policy so Board of Directors shall make NAR Director appointments
2. Financial (page 24)
   1. Unbudgeted Expenditures
      1. Moved from Bylaws to Policy
      2. Clarified policy so that any unbudgeted expenditures exceeding 10% of the budget must go through a budget amendment process (rather than requiring a vote of membership
3. Membership (page 27-36)
   1. All changes made reflect changes in Bylaws