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2011 HAR Proposed Bylaws Amendments

The Houston Association of REALTORS® Board of Directors has approved changes to the HAR Bylaws. These Bylaws changes, if approved, shall be effective January 1, 2012. Please note the underlined sections are proposed additions to the Bylaws while the crossed-out phrases are proposed deletions.

 The Annual Member Meeting to act on these Bylaws changes will be held on December 19, 2011 in the HAR Board Room, 3693 Southwest Freeway. All members are invited to attend. If you are unable to attend, you may sign and return the proxy form to the HAR office by noon, December 16, 2011. The proxy grants the 2011 Chairman the right to cast your vote in your absence.

PROPOSED AMENDMENTS TO BYLAWS OF HOUSTON ASSOCIATION OF REALTORS®, INC.

ARTICLE XVII – Member Involvement, Sections 1.H.7. and 1.H.11.


7. TRAINING AND MEMBER PROFITABILITY
PROFESSIONAL DEVELOPMENT ADVISORY GROUP.  The Training and Member Profitability Professional Development Advisory Group is made up of members who review existing educational programs and recommend new training programs.”

 
“11.  FORMS AND CONTRACTS ADVISORY GROUP.  The Forms and
Contracts Advisory Group reviews proposed changes to TAR, TREC and HAR forms and contracts.  The advisory group makes recommendations on these proposed changes and may recommend new changes, forms and contracts, as needed.”


“11.  RISK MANAGEMENT ADVISORY GROUP. This advisory group addresses those areas in both residential and commercial real estate in which non-compliance issues present risk to our membership and alerts the membership as to their existence in an effort to resolve or minimize the risk.”


ARTICLE XI—BOARD OF DIRECTORS

Section 1.  AUTHORITY AND RESPONSIBILITY.
The governing body of the Association shall be the Board of Directors (sometimes referred to as the “Board”). The Board of Directors shall have supervision, control and direction of the affairs of the Association, shall determine its policies and supervise the disbursements of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee.

Section 2. COMPOSITION OF BOARD OF DIRECTORS AND DIRECTOR POSITION CATEGORIES

A.  The Board of Directors shall be composed of certain Members in such numbers from the various Director Position categories as follows:

(1) LARGEST FIRMS – Two Directors who are REALTOR Members from Largest Firms (firms having 220 225 or more REALTOR Members);

(2)        LARGE FIRMS – Two Directors who are REALTOR Members from Large Firms (firms having 25-219 36-224 REALTOR Members);

(3)        MEDIUM FIRMS – Two Directors who are REALTOR Members from Medium Firms (firms having 5-24 6-35 REALTOR Members);

(4)        SMALL FIRMS – Two Directors who are REALTOR Members from Small Firms (firms having 4 5 or fewer REALTOR Members).

(5)        GEOGRAPHIC DISTRICTS – SixFour Geographic District Directors who are either REALTOR Members, Life Members, Institute Affiliate Members or Affiliate Members, apportioned one two Directors perGeographic District (North, South and Central) each having his or her office location in one of the following geographic areas:

(a) North District– Two Directors:

(i)(a) Northeast District – the area between IH–45 North, Loop 610  and IH–10 East
(ii)(b) Northwest District – the area between IH–45 North, Loop 610 and IH–10 West


(b) South District– Two Directors:

(i)(c) Southeast District – the area betweenIH–10 East, Loop 610 and IH–45 South to 59 South to SH 288 South (ii)(d) Southwest District – the area between IH–10 West, Loop 610 and IH–45 South to 59 South to SH 288 South

(c) Central District – Two Directors – the area within Loop 610.

(6)       COMMERCIAL MEMBERS -Two directors who are REALTOR Members primarily engaged in Commercial RealEstate;

(7)        AT LARGE MEMBERS -Two Directors who are either REALTOR Members, Life Members, Institute Affiliate Members or Affiliate Members.

(7)(8)       APPOINTMENT – Two One Directors appointed by the Executive Committee at its August meeting each of whom shall be a Past President/Chairman who shall be a REALTOR member;

(8)(9)       EXECUTIVE COMMITTEE – Members of the ExecutiveCommittee. 


B.   For the purpose of determining firm size, the number of REALTOR Members in a firm is that number reflected by the Association records on April 30 of each year.

Section 3.   ELECTION OF DIRECTORS.

A.  On or before May 10 each year, Members shall be notified of the annual election of Directors and the opportunity to seek election for a Director position for which he or she is eligible. A member who desires to seek election for a Director position shall notify the Association in writing on the HAR Board of Directors Candidacy Notification Form of the Director position category for which he or she seeks election, which form shall be signed by the candidate’s Designated REALTOR®. Such notice must be received by Association on or before 5:00 p.m. on the second Monday in June. Each Candidate must complete a Candidate Qualification Form.

B.  The annual election of Directors shall conclude at 5:00 p.m. on the first Monday in August. Election shall be by ballot. The ballot shall contain the Director positions by category and the names in alphabetical order by last name, of all candidates in each category. Ballots shall be transmitted either in writing or electronically via the Internet to each Member eligible to vote at least twelve (12) days prior to the annual election. Members may not write in the name of additional candidates for Director.

C.   Any member in good standing whose dues have been paid as of July 1 of the current year may vote in the director election.

D.  The candidate receiving the highest number of votes in each Director position category shall be declared elected for a two year term.  If there are more director candidates from the same firm who are elected than are eligible to serve, the elected candidate(s) receiving the most votes among such elected candidate(s) from the same firm shall be elected. Such candidates elected are sometimes referred to herein as Directors-Elect. In case of a tie in any Director position in the election, the selection shall be made by lot.

E. After a Director has served the maximum consecutive terms allowed for the category to which he or she was elected, he or she will not be eligible to serve again as a Director until he or she has been out of office for one
year. This provision does not prevent the election to an officer position, of a currently serving Director or Officer whose term on the Board of Directors is expiring, or has expired. No Member may hold the same office more
than once per term of Director service. Any elected Officer shall serve as a member of the Board of Directors and have the same vote as other Directors.

F.   For the purposes of the Director elections held annually:

(a) For the Director position categories, other than the Geographic Districts, only one Director shall be elected from each such Director position category annually.

(b) For the Geographic Districts category a Director from the Northeast and Southeast will be elected annually for terms beginning in even numbered years and a Director from the Northwest and Southwest will be elected annually for terms beginning in odd numbered years and a director from the Central will be elected annually.

Section 4.  TERM. A Director shall serve for a term of two years and may serve no more than two consecutive terms; provided, however, an appointed Director shall serve for a term of one year, and may serve no more  than two terms as an appointed director.  Eight Directors shall beelected annually.  A director may complete serving the term for which they were elected regardless of changedcircumstances, i.e., changes in firm size, geographic area, type of real estate practice, number of directors from same firm, etc.

Section 5.   ELIGIBILITY.  Any member in good standing whose dues have been paid as of April 30 of the current year may seek election to the Board of Directors for a Director position category specified in Section 2 for which he or she is eligible; provided, however, a Past President/Chairman shall not be eligible to seek election to the Board of Directors.  A Member may only seek election to the Board of Directors from one category of the Director positions.  No single firm can have more than two directors on the Board of Directors at any time; provided, however, this limitation shall not apply to Officers and elected directors with changed circumstances as described in Section 4.  If a single firm will have the maximum number of directors serving during the year following an election, no member from such firm will be eligible to seek election to the Board of Directors.  If a candidate is no longer eligible to seek the director position in the category for which they are running at any time before the election concludes at 5 p.m. on the first Monday in August, such candidate will not be eligible for election.  

Section 6.   VOTING.  The members shall vote by secret ballot by mail or via the Internet, and in conformity with such additional rules and regulations as the Board of Directors may adopt.

Click here for a proxy form.

3 thoughts on “2011 HAR Proposed Bylaws Amendments

  1. ARTICLE XI—BOARD OF DIRECTORS
    Section 1.  AUTHORITY AND RESPONSIBILITY.The Board of Directors shall have supervision, control and direction of the affairs of the Association, shall determine its policies and supervise the disbursements of its funds AND MAKE AVAILABLE TO ITS MEMBERS THE RECORD OF SUCH POLICIES AND DISBURSEMENTS BY PUBLISHING SUCH VOTED AFFAIRS IN THE HAR MAGAZINE AND MADE AVAILABLE ON HAR.COM. ADDITIONALLY, THE BOARD CAN VOTE TO REMOVE OR APPOINT A NEW CEO AND HAS THE AUTHORITY TO APPROVE COMPENSATION FOR EMPLOYEES OF THE ASSOCIATION.

  2. Section 4 seems to leave things too open.  For example what if a director were to be fined, have their license revoked, die, etc.

    1. George, thank you for your comment.  The change in Section 4 was intended to address specific situations.  For example, if a member of the board changes firms during their term, they would be allowed to complete the term for which they had been elected.   The examples you have given would be addressed by other sections of the bylaws.  Specifically, Section 8 of the bylaws deals with the removal of a director, which can be done by a two thirds vote of the board.  Section 7 of the bylaws deals with vacancies.  In the event of a death of a director, that would be handled by section 7.   

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