GAAR & SWMLS Bylaws Changes for Vote at Annual Meeting

Notice to GAAR & SWMLS Members was emailed on Saturday, November 4th, 2023 and again on Monday, November 6th, 2023.

30-Day Notice for GAAR & SWMLS Bylaw Changes

This communication will serve as official notice to comply with the 30-day notification requirement to Members of the Greater Albuquerque Association of REALTORS® and Participants of the Southwest Multiple Listing Service that changes to each organization's Bylaws will be considered at the 2023 Annual Meeting on Wednesday, December 6th, 2023.

Greater Albuquerque Association of REALTORS®
Southwest Multiple Listing Service
GAAR & SWMLS 2023 Annual Meeting
Wednesday, December 6, 2023 at 8:00 am

Marriott Pyramid North
5151 San Francisco Rd NE, 87109 

The 2023 GAAR/SWMLS Annual Meeting will be held to consider Amendments to the Bylaws, review Financial Reports, approve Minutes from the 2022 Annual Meeting, and install the GAAR and SWMLS 2024 Officers and Directors. Click to view the schedule and register for each session.

Please note, that a minor correction to the bylaw language has been made in Article XI, Section 4. See highlight.

Amendments to the Bylaws of the Greater Albuquerque Association of REALTORS®

Article I – Names

Section 1.  Name.  The name of this organization shall be the Greater Albuquerque Association of REALTORS®, Incorporated, hereinafter referred to as the “Association” or “GAAR.”
 
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® (NAR), as from time to time amended.
 
Section 3.  Gender.  The words “he”, “his”, and “him” as used in these Bylaws shall be deemed to refer to both the masculine and feminine gender and shall include the words “she”, “hers”, and “her.”
 
Section 4. GAAR Board of Directors.  Hereinafter referred to as the “Board of Directors” or “Board”.
 
Rationale: This change clarifies that the name GAAR Board of Directors is referred to as “Board of Directors” or “Board” throughout the bylaws document.
 
 Article XI – Officers and Directors
 
Section 1.  Officers.  The elected Officers of the Association shall be: President of the Board, President-Elect, Vice-President, Treasurer, plus the Immediate Past President who shall automatically serve as an Officer. They shall be elected for terms of one (1) year, with the exception of the Treasurer, who shall serve for a two (2) year term.  Officers shall be REALTORS® who have served as an Officer or Director of the Association within five (5) years of his nomination for election.

To be eligible to seek an Officer position on the GAAR Board of Directors:

1. Candidate must fulfill a two (2) year term on the Board of Directors (as an Officer or Director) within five (5) years of his nomination for election.

2. Candidate must have served on at least one (1) GAAR or SWMLS Committee in the past five (5) years.

3. Candidate must attend a minimum of one (1) meeting of either an NAR or NMAR Conference during their term as Director.

Rationale: Modifying and clarifying criteria for qualification of those members seeking to be a candidate for an officer position on the Board of Directors.  (President-elect, Vice President or Treasurer).
 
Section 2.  National Director.  In those years when the Association is entitled to a NATIONAL ASSOCIATION OF REALTORS® Director, the Immediate Past President of the Board shall serve in this position.  This is a one (1) year term.  If the Immediate Past President is unable to fill this Director position, the Board of Directors shall elect a person to fill this position.  If the Association is entitled to additional NAR Directors, the Board may choose the second (2nd) Immediate Past President or the Board shall elect a person(s) to fill the position(s). 
 
Section 3.  Duties of Officers.

(a) President. The President shall be the chief elected Officer of the Association and shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors.  In the absence, refusal, or inability of the President to act, the President-Elect shall perform the duties of the President, and the Vice-President shall act for the President-Elect, whenever necessary.  If for any cause or reason the President-Elect and Vice President are is unable to act, the Directors shall have the authority to appoint one of their members as acting President, who shall serve until the President or President-Elect is in a position to resume their duties. 

Rationale: Adding Vice President to the line of succession in case the President and President-elect are unable to fulfill the duties of the office of President.
 
(b)  President-Elect.  In the absence of the President, the President-Elect shall perform the duties of the President, and shall perform other duties as may be assigned by the Board of Directors or the President. The President-Elect shall automatically succeed to the office of President in the year following election as President-Elect.
 
(c)  Vice-President.  In the absence of the President and the President-Elect, the Vice-President shall act for the President in their absence. The Vice-President shall perform other duties as requested by the President.
 
(d)  Treasurer.  The Treasurer shall be responsible for the supervision and maintenance of the financial records of the Association including, but not limited to: preparation of the budget; preparation of not less than quarterly financial statements; keeping current records of the dues status of all Members; and, reporting the financial activity of the Association not less than quarterly, at the annual membership meeting, and to the Board of Directors.
 
(e)  Immediate Past President.  The Immediate Past President shall have such duties as delegated by the President.
 
(f)  Chief Executive Officer.  The Board of Directors shall employ a Chief Executive Officer whose duties shall be those as may be prescribed from time to time by the Board of Directors in the form of a written job description delivered to the Chief Executive Officer. The Chief Executive Officer shall be the Ex-Officio Secretary of the corporation, and shall be a non-voting member of the Board of Directors.  The Officers of GAAR shall establish the term of office and a written contract of employment subject to approval of the Board of Directors. The Chief Executive Officer 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.
 
Section 4.  Board of Directors and Officers.  The governing body of the Association shall be the Board of Directors, consisting of the elected Officers, nine (9) Directors who are REALTOR® Members of the Association, and the Immediate Past President.  Directors shall be elected to serve for a term of two (2) years unless elected to fill an unexpired term.  Elections shall be held to allow one-half (1/2) of the Director positions to be filled each year.
 
Directors and Officers shall be REALTORS® who have been members of the Association REALTOR® members for a minimum of three (3) years without a finding of a violation of the Code of Ethics or non-compliance with a membership duty under Greater Albuquerque Association of Realtors’ policies and procedures and members of the Association for a minimum of one (1) year and meets criteria in section one (1) of this article. Prior to nomination, a candidate for an Officer position must (i) have had five (5) transactions that closed in the prior twelve (12) months in which he or she represented a buyer, seller, landlord or tenant or performed an appraisal or (ii) be a qualifying broker of at least five (5) brokers. 

The business and affairs of the Association shall be managed by the Board of Directors.  The Board of Directors may adopt such rules, regulations, policies and procedures for the management of the Association and enter into such contracts on behalf of the Association as they deem proper, not inconsistent with law or these Bylaws.
 
Rationale: This change would allow any REALTOR® member to run for an officer or director position as long as they have been a REALTOR® for at least three years and a member of GAAR for at least one year as long as they are in good standing.
 
Section 5.  Executive Committee.  There shall be an Executive Committee of the Board with the President as Chairperson.  The Executive Committee shall provide accountability to the business plan, transact business of an emergency nature or delegated nature, and administer the finances of the Association between meetings of the Board of Directors and shall report the substance of such actions to the Board of Directors at its next meeting.  The Executive Committee shall meet at the call of the President or any three (3) members of the Executive Committee. The Executive Committee will be composed of the Elected Officers of the Association indicated in Section 1 above.  The Board of Directors will receive notice of said meetings.
 
Section 6.  Election of Officers and Directors.
(a)  The election of Officers and Directors shall be held annually in October in the manner designated by the Board of Directors. This election date may be changed by the Directors if deemed necessary.   

(b) Such election procedures shall be defined by the Board of Directors and may take place at the annual meeting where permitted by state law, and in accordance with applicable state requirements, election of Officers and Directors may be conducted by electronic means, in accordance with procedures established by the Board of Directors. 

(c)  At least two (2) months before the annual election the Nominating Committee, appointed by the President and approved by the Board of Directors, shall be determined as follows:
  • Immediate Past President, Chairperson
  • At least five (5) REALTOR® Members proportionately representing the membership in various sized firms and geographic areas served by the Association. 
(d)  The Nominating Committee will meet at the call of the Chairperson for the purpose of selecting a candidate slate as follows:
  • One (1) or more candidate(s) for each of the Officer positions.
  • Up to two (2) candidates for each Director position with the Nominating Committee using reasonable efforts to provide two (2) candidates for each Director position.
(e)  No nomination shall be made which could result in more than four (4) persons from the same REALTOR® firm serving concurrently as Directors or Officers of the Greater Albuquerque Association of REALTORS® with the following exception, in the event that: (a) an Officer or Director transfers between firms, or (b) a merger of firms causes more than four (4) persons from the same firm to be serving on the Board, the Board members involved will serve the balance of their terms.
 
No nomination shall be made which could result in more than two (2) persons from the same REALTOR® firm serving concurrently as Officers of the Greater Albuquerque Association of REALTORS®. 
 
(f)  In the event no qualified candidates for an Officer position are selected by the Nominating Committee, the Board of Directors may direct the Nominating Committee to submit names to the Board of Directors for inclusion on the ballot of those who are deemed capable to fill the position.
 
(h) (g)  The report of the Nominating Committee shall be presented to the membership in writing at least thirty (30) forty-five (45) calendar days prior to the annual election.
 
(g) (h)  Additional candidates for the positions to be filled may be placed in nomination by petition delivered to the Chief Executive Officer of the Association no later than thirty (30) days prior to the election and signed by at least ten percent (10%) of the REALTOR® Members for Officer positions and five percent (5%) for Director positions.  Nomination for President is not petitionable unless the President-Elect cannot or will not serve.  Eligible petitioners shall have their names placed on the ballot in the order that they are received by the Chief Executive Officer of the Association, to result in no more than four (4) individuals from the same firm serving on the Board of Directors.
 
Rationale: This change increases the number of days that a potential candidate would have to petition the membership to allow them to be on the ballot.  Changing the order of the paragraphs makes them consistent with the actual timeline of events.

 

Amendments to the Bylaws of the Southwest Multiple Listing Service

Please Note: None of the changes to the bylaws below will affect the current members or makeup of the Board of Directors. In general, changes are made to further clarify things we are already doing, or to solve issues that have been dealt with in the past.

There are also a few places throughout the bylaws where the phrase “members of the Board of Directors” was inserted instead of just “Directors” in order to make the definition clearer. Those places are not called out individually in the Summary/Rationale below.

Article 6 – Government of the Service
The government of the Service shall be vested in a Board of Directors comprised of the Officers and Directors nominated and elected as described in this Article, and are sometimes referred to herein as “members of the Board of Directors”.

Article 6.1 – Officers of the Service
The Officers of the Service, who shall also serve as Directors, shall be a President, a President-elect, and a Secretary-Treasurer, and shall have such duties as described in this Article.

Article 6.2 – Board of Directors of the Service
The President, President-elect, Secretary-Treasurer, and Immediate Past President of the Service shall serve as mMembers of the Board of Directors of the Service. There shall be nine (9) additional Directors to be selected from among the Participants/Subscribers of the Service as follows:

1. Not less than sixty (60) days before the election date, and prior to the appointment of the Nominating Committee, the Board of Directors shall review the demographics of Participant firms. For the purpose of determining the number of appointed Directors, Subscribers will be counted based on the number under a single business entity (such as a corporation or limited liability company). For example, if multiple Participants operate under a single business entity, all of the Subscribers under all of those Participants are counted in their total and the business entity is eligible to appoint Directors as described below.

2. Any firm comprising less than ten percent (10%) of the Service Subscribers shall have no more than two (2) members of the Board of Directors. In addition, any firm comprising ten percent (10%) or more of Service Subscribers shall be eligible to have one (1) to nine (9) Participants/Subscribers appointed as a Director by the Principal of that firm as outlined in the following table:
 Forty-five (45) days before the regularly scheduled election Directors and alternates (that maintain the same Participant to Subscriber ratio) will be appointed by each Participant firm eligible for appointed Directors, and after such deadline until the end of the nominating cycle for that year each Participant Firm shall not increase the number of Subscriber appointees.

3. The Nominating Committee shall fill the remaining vacancies by presenting a slate of Director and Officer nominees that proportionately represent Subscribers in various sized firms as closely as possible. At all times, the majority of all members of the Board of Directors shall be Participantsany time, no more than three (3) Elected Directors may be Subscribers, except that the GAAR President shall not be included in this calculation. The Nominating Committee will consider any Subscriber Director(s) with a continuing term or being appointed by each eligible Participant firm, and the Nominating Committee shall propose nominees that are Participants and Subscribers so that will be such that (i) if all Subscribers nominated are elected, the members of the Board of Directors shall be a majority Participants and (ii) no firm shall have more than three (3) Directors (including Officers) unless that result is due to appointment only.
total number of Subscriber Elected Directors does not exceed three (3). Director nominees may not be from a firm that meets requirements for two (2) or three (3) appointed Directors. Participants from firms with four (4) or more appointed Directors may not vote for Directors nominated as per this section, however, nominated Directors may be Participants/Subscribers of said firms. (Participants from ALL firms are eligible to vote for Officers.)

4. All Officer and Director nominees (including appointed Directors and Alternates) must have a minimum of three (3) years membership as a REALTOR® and Participant/Subscriber in a REALTOR® owned Multiple Listing Service immediately prior to nomination without a finding of a violation of the Code of Ethics or non-compliance with a membership duty under Greater Albuquerque Association of REALTORS’ policies and procedures. In addition, all Officer and Director nominees must have completed at least 3 of the following items:

  • 1 year on any NMAR, NAR, or NMREC Committee, PAG or Task Force.
  • 1 year as GAAR/SWMLS Director or Officer.
  • 1 year as Chair of any SWMLS or GAAR Committee.
  • 1 year as Member of any SWMLS Committee or selected GAAR Committees (Professional Standards, Grievance, Mediator/Ombudsman, GAP, or LEAP Committees).
  • Complete a Leadership Development Program at the local, state, or national level.
  • Attend at least 2 SWMLS BOD Meetings within the last year – can be completed before taking office in January.
  • Complete both a Robert’s Rules of Order and MLS Rules Refresher Course.
  • Have had five (5) transactions that closed in the prior twelve (12) months in which he or she represented a buyer, seller, landlord or tenant or performed an appraisal or (ii) be a qualifying broker of at least five (5) brokers.

5. Further, an Officer or Director nominee shall not have been removed from a SWMLS office within the prior two (2) years before nomination under Article 6.5.6 or Article 6.7. In addition to the appointed and elected Directors of the Service, the current President of the Greater Albuquerque Association of REALTORS® (shareholder), or a REALTOR® appointed by that President, shall serve as a Director of the Service, ex officio, with full voting privileges.

6. In addition to the appointed and elected Directors of the Service, the Board of Directors may add up to 2 non-voting members by a simple majority vote with the purpose of bringing in outside perspective and experience. Travel policy or other expenditures extended to appointed and elected Directors do not apply to the Board-appointed members.

Rationale: Whether Officers counted towards the subscriber limit of 3 was previously unclear, and had led to issues in the past. The purpose of the 3 Subscriber limit was to ensure that Participants always remained in ultimate control of the Board of Directors, but if it only applied to Elected Directors, there could conceivably be situations where Subscribers could outnumber Participants on the Board. Rather than trying to get into the details of hard limits, the bylaws are being updated to clearly state that the purpose is to always have a majority of Participants, and that everyone on the Board of Directors counts towards that.

Article 6.3.4 – Voting by Secret Ballot

Voting for selection of nominees, if other than on a motion to cast a unanimous vote for the original proposed slate, shall be by secret ballot, and said ballot shall contain blank spaces for writing in additional names proposed by petition under Article 6.3.3 or from the floor at the meeting to select nominees, as long as those nominees meet the qualifications set forth in Article 6.2.

Rationale: By the time we reach the voting process outlined in this article, any meetings to propose additional nominees have already passed. This is language left over from times when nominations and voting would happen only at the annual meeting. It was recommended by legal counsel to remove it.

Article 6.4 – Terms of Office

The Officers and appointed Directors shall serve for a one-year (1) term. The elected Directors shall serve for staggered three (3) year terms with approximately one-third (1/3) of the terms expiring each year, and with the terms of no more than two (2) of the three (3) Directors elected from any grouping of firms with similar number ranges of subscribers expiring in any one (1) year, to the extent possible. Officers and Directors of the Service shall take office upon the effective date of their offices and shall continue until their successors are elected, qualified, and installed. No Oofficer or Ddirector shall be nominated and elected to the same office for more than two consecutive terms. In the event that an Officer or Director is unable to complete their term of office, the Officers and Directors of the Service will elect, by a simple majority vote, a Participant or Subscriber to fill the position for the remainder of that Director’s term. In the event that a Director transfers between firms (or a merger of firms) or changes status from Participant to Subscriber, or a gain or loss of Subscribers causes a change in percentage of Subscribers, the Directors involved will finish their current term(s). Inserve until the next annual election process, at which time representation will be adjusted and new Director(s) elected or appointed as needed to maintain representation as outlined in this Article. However, if the percentage of Subscribers changes as a result of a merger, acquisition or transfer, no firm may have more total members of the Board of Directors than they are entitled to in Article 6.2, Board of Directors of the Service, of these Bylaws. If merger, acquisition or transfer results in a firm having more members of the Board of Directors than outlined in Article 6.2, the elected Officer(s) shall remain and the Principal of the affected firm will decide which members from the firm will remain as Directors and a special election will be held to fill remaining vacancies. When filling a vacated position, the Board of Directors may change the term length if necessary to meet the staggered term requirements outlined earlier in this article, and if the terms are not sufficiently staggered, the length of terms of newly elected Directors shall be determined by the drawing of cards. the total vote count with each candidate being put in descending order of required term length based on the number of votes each candidate received more votes getting a longer term.

Rationale: Earlier in this section, there is a requirement that the BOD should have staggered terms, such that there are always a few positions available for election every year. Over the years, as members either changed positions, changed firms, or resigned the board and the Board of Directors vote to replace them as allowed in the Bylaws, it created the situation we are in now that most Directors currently on the board have a term that does not end until 2025. The changes in this section, along with some others enacted last year, ensure that we can return to staggered terms in the 2025 election, and that it will remain that way for the foreseeable future. 

Article 6.6 – Conflicts of Interest

No member of the Board of Officer or  Directors of the Service shall vote on an issue or matter wherein that person or the affiliated Participant shall have a conflict of interest, as conflict of interest is defined by applicable law and/or in policies adopted by the Board of Directors. If there is a question of conflict of interest, a majority vote of the Board of Directors of the Service shall make the determination.

Article 7.3 – Quorum and Voting at Annual and Special Meetings of the Service

For the purposes of voting for Director nominees, amendments to these Bylaws and other items requiring Participant vote, each Participant shall have a number of votes equal to the number of Subscribers in that Participant’s firm as counted on the Monday before the meeting or voting takes place. For the purposes of voting, the Subscribers under each Participant shall be considered (rather than the process described under Article 6.2). For the transaction of business, Participants attending in person or by written proxy representing thirty five percent (35%) of the Subscribers orand ten percent (10%) of the Participant’s offices of the Service shall be considered a quorum. A majority vote by such Participants attending in person or by written proxy and voting at a meeting having a quorum shall be required for passage of a motion. Where permitted by state law, and in accordance with applicable state requirements, election of Officers and Directors may be conducted by electronic means, in accordance with procedures established by the Board of Directors.

Rationale: We have had consistent issues with reaching the 10% of Participants quorum necessary for votes for bylaws changes and for elections, even though we easily reach the 35% of Subscribers represented every time. Even with the work we do with proxy voting, we barely meet these requirements each time. Changing it to “or” instead of “and” will help alleviate this.