Association Bylaws...

BYLAWS OF THE HOMETOWN ASSOCIATION OF REALTORS®, INC.

 

The HomeTown Association of REALTORS® hereby agrees and abides to the Organizational Alignment Core Standards as set forth by the NATIONAL ASSOCIATION OF REALTORS®

 

                                                     ARTICLE I ‑ NAME

 

Section 1.    Name.   The name of this organization shall be the HOMETOWN ASSOCIATION OF REALTORS®, INC., an Illinois not‑for‑profit corporation, hereafter referred to as the "Association".

 

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® as from time to time amended.

 

                                                ARTICLE II ‑ OBJECTIVES

 

The objectives of the Association are:                                                    

 

Section 1.    To unite those engaged in the recognized branches of the real estate profession for the purpose of exerting a beneficial influence upon the profession and related interests.

 

Section 2.    To promote and maintain high standards of conduct in the real estate profession as expressed in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®.

 

Section 3.    To provide a unified medium for real estate owners and those engaged in the real estate profession whereby their interests may be safeguarded and advanced.

 

Section 4.    To further the interest of home and other real property ownership.

 

Section 5.    To unite those engaged in the real estate profession in this community with the ILLINOIS ASSOCIATION OF REALTORS® and the NATIONAL ASSOCIATION OF REALTORS®, thereby furthering their own objectives throughout the State and Nation, and obtaining the benefits and privileges of membership therein.

 

Section 6.    To designate, for the benefit of the public, individuals authorized to use the terms REALTOR® and REALTORS® as licensed, prescribed and controlled by the NATIONAL ASSOCIATION OF REALTORS®.

 

                                              ARTICLE III JURISDICTION

 

Section 1.    Whiteside County and the territory of the former Lee County AOR as follows: Beginning at the West Ogle County line at Robbins Road; east to Illinois Route 52; to Fairmont Road; Fairmont Road to Valentine Road; 1 mile south to Pines Road; 1 mile east to Lowell Park Road; 3 miles south on Lowell Park Road to Penn Road; then east to Illinois Route 2; to a line parallel with May Road (crossing the Rock River); then east on May Road on a line parallel to Flagg Road; then east to Meridian Road on the east; Eastern Boundary: Meridian Road.  Southern Boundary:  Lee County Line.  Western Boundary; Ogle County Line.  Including the communities of Polo, Grand Detour, Woosung, and Lost Nation Lakes. Plus all of Lee County; Dixon, Amboy, Harmon, Franklin Grove, Nachusa, Lee Center, Ashton and Sublette and DeKalb County, Illinois, except the Townships of Sandwich, Somonauk, Squaw Grove, Clinton, Paw Paw, Shabbona, and Victor plus all of Ogle County, Illinois, east of Meridian Road.

 

Section 2.    Territorial Jurisdiction is defined to mean: The right and duty to control the use of the terms REALTOR® and REALTORS®, subject to the conditions set forth in these Bylaws and those of the NATIONAL ASSOCIATION OF REALTORS®, in return for which the Association agrees to protect and safeguard the property rights of the NATIONAL ASSOCIATION in the terms.

 

 

 

                                               ARTICLE IV - MEMBERSHIP

 

Section 1.    There shall be six (6) classes of Members, as follows:

 

         (a)     REALTOR®  Members.  REALTOR®  Members, whether primary or secondary, shall be:

 

                 (1)     Individuals who, as sole proprietors, partners, corporate officers, or branch office managers, are engaged actively in the real estate profession, including buying, selling, exchanging, renting or leasing, managing, appraising for others for compensation, counseling, building, developing or subdividing real estate, and who maintain or are associated with an established real estate office in the State of Illinois, or a state contiguous thereto.  All persons who are partners in a partnership, or all officers in a corporation who are actively engaged in the real estate profession within the state, or a state contiguous thereto, shall qualify for REALTOR®  Membership only, and each is required to hold REALTOR®  Membership, (except as provided in the following paragraph) in a Board of REALTORS®  within the State, or a state contiguous thereto, unless otherwise qualified for Institute Affiliate Membership as described in Section 1(b) of ARTICLE IV.

 

In the case of a real estate firm, partnership, or corporation, whose business activity is substantially all commercial, only those principals actively engaged in the real estate business in connection with the same office, or any other offices within the jurisdiction of the board in which one of the firms principals holds REALTOR® membership, shall be required to hold REALTOR® membership unless otherwise qualified for Institute Affiliate Membership as described in Section 1(b) of ARTICLE IV.  Note:  REALTOR® Members may obtain membership in a secondary Board in another state.

 

                 (2)     Individuals who are engaged in the real estate profession other than as sole proprietors, partners, corporate officers or branch office managers and are associated with a REALTOR® Member and meet the qualifications set out in Article V.

 

                 (3)     Franchise REALTOR® Membership.      Corporate officers (who may be licensed or unlicensed) of a real estate brokerage franchise organization with at least one hundred fifty (150) franchisees located within the United States, its insular possessions and the commonwealth of Puerto Rico, elected to membership pursuant to the provisions in the NAR Constitution and Bylaws.  Such individuals shall enjoy all of the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics) except: obligations related to board mandated education, meeting attendance, or indoctrination classes or other similar requirements; the right to use the term REALTOR® in connection with their franchise organizations name; and the right to hold elective office in the local board, state association and National Association.

 

                 (4)     Primary and secondary REALTOR® Members.  An individual is a primary member if the Association pays state and National dues based on such Member.  An individual is a secondary Member if state and National dues are remitted through another Association.  One of the principals in a real estate firm must be a Designated REALTOR® Member of the Association in order for licensees affiliated with the firm to select the Association as their "primary" Board.

 

                 (5)     Designated REALTOR® Members.  Each firm (or office in the case of firms with multiple office locations) shall designate in writing one REALTOR® Member who shall be responsible for all duties and obligations of Membership including the obligation to arbitrate (or to mediate if required by the association) pursuant to Article 17 of the Code of Ethics and the payment of Association dues as established in Article X of the Bylaws.  The "Designated REALTOR® " must be a sole proprietor, partner, corporate officer or branch office manager acting on behalf of the firm's principal(s) and must meet all other qualifications for REALTOR®  Membership established in Article V, Section 2, of the Bylaws.

 

         (b)     Institute Affiliate Members.  Institute Affiliate Members shall be individuals who hold a professional designation awarded by an Institute, Society, or Council affiliated with the NATIONAL ASSOCIATION OF REALTORS® that addresses a specialty area other than residential brokerage or individuals who otherwise hold a class of membership in such Institute, Society or Council that confers the right to hold office.  Any such individual, if otherwise eligible, may elect to hold REALTOR® or REALTOR‑ASSOCIATE membership, subject to payment of applicable dues for such membership.

 

         (c)     Affiliate Members. Affiliate Members shall be real estate owners and other individuals or firms who, while not engaged in the real estate profession as defined in paragraph (a) or (b) of this Section, have interests requiring information concerning real estate, and are in sympathy with the objectives of the Association.

 

         (d)     Public Service Members.   Public Service Members shall be individuals who are interested in the real estate profession as employees of or affiliated with educational, public utility, governmental or other similar organizations, but are not engaged in the real estate profession on their own account or in association with an established real estate business.

 

         (e)     Honorary Members.         Honorary Members shall be individuals not engaged in the real estate profession who have performed notable service for the real estate profession, for the Association or the public.

 

         (f)     Student Members.  Student Members shall be individuals who are seeking an undergraduate or graduate degree with a specialization or major in real estate at institutions of higher learning and who have completed at least two years of college and at least one college level course in real estate, but are not engaged in the real estate profession on their own account or not associated with an established real estate office.

 

                                   ARTICLE V QUALIFICATION AND ELECTION

 

Section 1.  Application.

 

         (a)     Application for Membership shall be made in such manner and form as may be prescribed by the Board of Directors and made available to anyone requesting it.  The application form shall contain among the statements to be signed by the applicant (1) that the applicant agrees as a condition of membership to thoroughly familiarize himself with the Code of Ethics of the National Association of REALTORS®, the Constitution, Bylaws, and Rules and Regulations of the Association, the State and National Associations, and if elected a member, will abide by the Constitution and Bylaws and the Rules and Regulations of the Association, and if a REALTOR®, will abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, including the obligation to arbitrate (or to mediate if required by the association) controversies arising out of real estate transactions as specified by Article 17 of the Code of Ethics, and as further specified in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®, as from time to time amended, and (2) that applicant consents that the Association, through its Membership Committee or otherwise, may invite and receive information and comment about applicant from any Member or other persons, and that applicant agrees that any information and comment furnished to the Association by any person in response to the invitation shall be conclusively deemed to be privileged and not form the basis of any action for slander, libel, or defamation of character.  The applicant shall, with the form of application have access to a copy of the Bylaws, Constitution, Rules and Regulations, and Code of Ethics referred to above.

 

Section 2.    Qualification.

 

         (a)     An applicant for REALTOR®  Membership who is a sole proprietor, partner, corporate officer, or branch office manager of a real estate firm shall supply evidence satisfactory to the Membership Committee that the applicant is actively engaged in the real estate profession and maintains a current, valid real estate brokers or salespersons license, or is licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, has a place of business within the state, or a state contiguous thereto, (unless a secondary member), has no record of recent or pending bankruptcy, has no record of official sanction involving unprofessional conduct, agrees to complete a course of instruction covering the Bylaws and Rules and Regulations of the Association, the Bylaws of the State Association and the Constitution and Bylaws and the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and shall pass such reasonable and non‑discriminatory written examinations thereon as may be required by the Committee and shall agree that if elected to Membership he will abide by such Constitution, Bylaws, Rules and Regulations and Code of Ethics.  Applicant shall complete the course of instruction and be installed within three months (exceptions granted only by the Board of Directors); after that time, it is understood that all monies paid to the Association will be forfeited and that it will be necessary to re‑apply in the manner prescribed for new applicants.

 

         (b)     Individuals who are engaged in the real estate profession other than as a sole proprietor, partner, corporate officer, or branch office manager in order to qualify for REALTOR®  Membership shall at the time of application be associated either as an employee or as an independent contractor with a Designated REALTOR®  Member of the Association or a Designated REALTOR®  Member of another Board (if a secondary member) and must maintain a current, valid real estate, brokers or salespersons license or be licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, shall complete a course of instruction covering the Bylaws and Rules and Regulations of the Association, the By‑Laws of the State Association and the Constitution and Bylaws and the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and shall pass such reasonable and nondiscriminatory written examinations thereon as may be required by the Committee and shall agree that if elected to Membership will abide by such Constitution, Bylaws, Rules and Regulations and Code of Ethics.  Applicant shall complete the course of instruction and be installed within three months (exceptions granted only by the Board of Directors); after that time, it is understood that all monies paid to the Association will be forfeited and that it will be necessary to re‑apply in the manner prescribed for new applicants.

 

Section 3. Election

 

The procedure for election to membership shall be as follows.

 

(a) The chief staff executive (or duly authorized designee) shall determine whether the applicant is applying for the appropriate class of membership. If the association has adopted provisional membership, applicants for REALTOR® membership may be granted provisional membership immediately upon submission of a completed application form and remittance of applicable association dues and any application fee.  Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of membership.  Provisional membership is granted subject to final review of the application by the board of directors. 

 

(b) If the board of directors determines that the individual does not meet all of the qualifications for membership as established in the association's Bylaws, or, if the individual does not satisfy all of the requirements of membership (for example, completion of a mandatory orientation program) within five (5) days from the association's receipt of their application, membership may, at the discretion of the board of directors, be terminated. The board of directors shall vote on the applicant's eligibility for membership. If the applicant receives a majority vote of the board of directors, he/she shall be declared elected to membership and shall be advised by written notice.

 

(c) The board of directors may not reject an application without providing the applicant with advance notice of the findings, an opportunity to appear before the board of directors, to call witnesses on his/her behalf, to be represented by counsel, and to make such statements as he/she deems relevant.  The board of directors may also have counsel present.  The board of directors shall require that written minutes be made of any hearing before it or may electronically or mechanically record the proceedings.

 

(d) If the board of directors determines that the application should be rejected, it shall record its reasons with the chief staff executive (or duly authorized designee).  If the board of directors believes that denial of membership to the applicant may become the basis of litigation and a claim of damage by the applicant, it may specify that denial shall become effective upon entry in a suit by the association for a declaratory judgment by a court of competent jurisdiction of a final judgment declaring that the rejection violates no rights of the applicant.

 

Section 4.    New Member Code of Ethics Orientation

 

Applicants for REALTOR® membership and provisional REALTOR® members (where applicable) shall complete an orientation program on the Code of Ethics of not less than two hours and thirty minutes of instructional time.  This requirement does not apply to applicants for REALTOR® membership or provisional members who have completed comparable orientation in another association, provided that REALTOR® membership has been continuous, or that any break in membership is for one year or less.  Failure to satisfy this requirement within 90 days of the date of application (or, alternatively, the date that provisional membership was granted), will result in denial of the membership application or termination of provisional membership.

 

NOTE:   Orientation programs must meet the learning objectives and minimum criteria established from time by the NATIONAL ASSOCIATION OF REALTORS®.

 

Section 5.    Continuing Member Code of Ethics Training.

 

Effective January 1, 2017, through December 31, 2018, and for successive two year periods thereafter, each REALTOR® member of the association shall be required to complete quadrennial ethics training of not less than two hours and thirty minutes of instructional time.  This requirement will be satisfied upon presentation of documentation that the member has completed a course of instruction conducted by this or another association, the State Association of REALTORS® the NATIONAL ASSOCIATION OF REALTORS®, or any other recognized educational institution or provider which meets the learning objectives and minimum criteria established by the NATIONAL ASSOCIATION OF REALTORS® from time to time.  REALTOR® members who have completed training as a requirement of membership in another association and REALTOR® members who have completed the New Member Code of Ethics Orientation during any two year cycle shall not be required to complete additional ethics training until a new two year cycle commences.  Failure to satisfy periodic ethics training shall be considered a violation of a membership duty.

 

Failure to meet the requirement in any two (2) year cycle will result in suspension of membership for the fist two months (January and February) of the year following the end of any two (2) year cycle or until the requirement is met, whichever occurs sooner.  On March 1 of that year, the membership of a member who is still suspended as of that date will be automatically terminated.  

 

Section 6.      Status Changes.

 

         (a)     A REALTOR® who changes the conditions under which he holds membership shall be required to provide written notification to the Association within thirty (30) days.  A REALTOR®  (non-principal) who becomes a principal in the firm with which he has been licensed, or alternatively, becomes a principal in a new firm which will be comprised of REALTOR® principals may be required to satisfy any previously unsatisfied membership requirements applicable to REALTOR®  (principal) Members, but shall, during the period of transition from one status of membership to another, be subject to all of the privileges and obligations of a REALTOR®  (principal).  If the REALTOR® (non-principal) does not satisfy the requirements established in these Bylaws for the category of membership to which they have transferred within forty-five (45) days of the date they advised the Board of their change in status, their new membership application will terminate automatically unless otherwise so directed by the Board of Directors.

 

A REALTOR® who is transferring his or her license from one firm comprised of REALTOR® principals to another firm comprised of REALTOR® principals shall be subject to all of the privileges and obligations of membership during the period of transition.  If the transfer is not completed within forty-five (45) days of the date the board is advised of the disaffiliation with the current firm, membership will terminate automatically unless otherwise so directed by the Board of REALTORS®.

 

(The Board of Directors, at its discretion, may waive any qualification which the applicant has already fulfilled in accordance with the Associations Bylaws.)

 

         (b)     Any application fee related to a change in membership status shall be reduced by an amount equal to any application fee previously paid by the applicant.

 

         (c)     Dues shall be prorated from the first day of the month in which the member is notified of election by the Board of Directors and shall be based on the new membership status for the remainder of the year.

 

                                 ARTICLE VI ‑ PRIVILEGES AND OBLIGATIONS

 

Section 1.    The privileges and obligations of Members, in addition to those otherwise provided in these Bylaws, shall be as specified in this Article.

 

Section 2.    Any Member of the Association may be reprimanded, fined, placed on probation, suspended, or expelled by the Board of Directors for a violation of these Bylaws and Association Rules and Regulations not inconsistent with these Bylaws, after a hearing as provided in the Code of Ethics and Arbitration Manual of the Association.  Although Members other than REALTORS® are not subject to the Code of Ethics nor its enforcement by the Association, such Members are encouraged to abide by the principles established in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and conduct their business and professional practices accordingly. Further, Members other than REALTORS® may upon recommendation of the Membership Committee, or upon recommendation by a hearing panel of the Professional Standards Committee, be subject to discipline as described above, for any conduct which in the opinion of the Board of Directors, applied on a non‑discriminatory basis, reflects adversely on the terms REALTOR® or REALTORS®, and the real estate industry, or for conduct that is inconsistent with or adverse to the objectives and purposes of the local Association, the state Association, and the NATIONAL ASSOCIATION OF REALTORS® .

 

Section 3.    Any REALTOR® Member of the Association may be disciplined by the Board of Directors for violations of the Code of Ethics or other duties of membership, after a hearing as described in the Code of Ethics and Arbitration Manual of the Association, provided that the discipline imposed is consistent with the discipline authorized by the Professional Standards Committee of the NATIONAL ASSOCIATION OF REALTORS® as set forth in the Code of Ethics and Arbitration Manual of the National Association.

 

Section 4.             Resignations of Members shall become effective when received in writing by the Board of Directors, provided, however, that if any Member submitting the resignation is indebted to the Board for dues, fees, fines, or other assessments of the Board or any of its services, departments, divisions, or subsidiaries, the Board may condition the right of the resigning Member to reapply for membership upon payment in full of all such monies owed.

 

Section 5.    If a Member resigns from the Board or otherwise causes membership to terminate with an ethics

complaint pending, the complaint shall be processed until the decision of the association with respect to disposition of the complaint is final by this association (if respondent does not hold membership in any other association) or by any other association in which the respondent continues to hold membership. If an ethics respondent resigns or otherwise causes membership in all Boards to terminate before an ethics complaint is filed alleging unethical conduct occurred while the respondent was a REALTOR®, the complaint, once filed, shall be processed until the decision of the association with respect to disposition of the complaint is final. In any instance where an ethics hearing is held subsequent to an ethic respondent’s resignation or membership termination, any discipline ratified by the Board of Directors shall be held in abeyance until such time as the respondent rejoins an association of REALTORS®.

 

(a) If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration (or to mediation if required by the association) continues in effect even after membership lapses or is terminated, provided that the dispute arose while the former member was a REALTOR®.

 

Section 6.   REALTOR® Members.   REALTOR® Members, whether primary or secondary, in good standing whose financial obligations to the Board are paid in full shall be entitled to vote and to hold elective office in the Board; may use the terms REALTOR® and REALTORS®, which use shall be subject to the provisions of Article VIII; and have the primary responsibility to safeguard and promote the standards, interests, and welfare of the Board and the real estate profession. Select one of the two following options for Section 6(a).

 

         (a)     If a REALTOR® Member is a sole proprietor in a firm, a partner in a partnership or an officer in a corporation, and is suspended or expelled, the firm, partnership or corporation shall not use the terms REALTOR® or REALTORS® in connection with its business during the period of suspension, or until readmission to REALTOR® membership, or unless connection with the firm, partnership or corporation is severed, or management control is relinquished, whichever may apply. The membership of all other principals, partners, or corporate officers shall suspend or terminate during the period of suspension of the disciplined Member, or until readmission of the disciplined Member or unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or unless the REALTOR® who is suspended or expelled removes himself from any form or degree of management control of the firm for the term of the suspension or until readmission to membership, whichever may apply. Removal of an individual from any form or degree of management control must be certified to the Board by the Member who is being suspended or expelled and by the individual who is assuming management control and the signatures of such certification must be notarized.  In the event the suspended or expelled Member is so certified to have relinquished all form or degree of management control of the firm, the membership of other partners, corporate officers, or other individuals affiliated with the firm shall not be affected, and the firm, partnership or corporation may continue to use the terms REALTOR® and REALTORS® in connection with its business during the period of suspension or until the former Member is admitted to membership in the Board.  The foregoing is not intended to preclude a suspended or expelled Member from functioning as an employee or independent contractor, providing no management control is exercised.  Further, the membership of REALTORS® other than principals who are employed or affiliated as independent contractors with the disciplined Member shall suspend or terminate during the period of suspension of the disciplined Member or until readmission of the disciplined Member, or unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or management control is relinquished, or unless the REALTOR® Member (non‑principal) elects to sever his connection with the REALTOR® and affiliate with another REALTOR® Member in good standing in the Board, whichever may apply.  If a REALTOR® Member other than a sole proprietor in a firm, partner in a partnership, or an officer of a corporation is suspended or expelled, the use of the terms REALTOR® or REALTORS® by the firm, partnership or corporation shall not be affected.

 

          (b)    In any action taken against a REALTOR® Member for suspension or expulsion under Section 6(a) hereof, notice of such action shall be given to all REALTORS® employed by or affiliated as independent contractors with such REALTOR® Member and they shall be advised that the provisions in Article VI, Section 6(a) shall apply.

 

Section 7.    Institute Affiliate Members.   Institute Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors consistent with the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.

 

NOTE:  Local associations establish the rights and privileges to be conferred on Institute Affiliate Members except that no Institute Affiliate Member may be granted the right to use the term REALTORÒ, REALTOR-ASSOCIATEÒ, or the REALTORÒ logo; to serve as President of the local association; or to be a Participant in the local association’s Multiple Listing Service.

 

Section 8.      Affiliate Members.    Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.

 

Section 9.      Public Service Members.      Public Service Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.

 

Section 10.    Honorary Members.  Honorary Membership shall confer only the right to attend meetings and participate in discussions.

 

Section 11.    Student Members.   Student Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.

 

Section 12.    Certification by REALTOR®. "Designated" REALTOR® Members of the Board shall certify to the Board during the month of November on a form provided by the Board, a complete listing of all individuals licensed or certified in the REALTOR®’s office(s) and shall designate a primary Board for each individual who holds membership.  Designated REALTORS® shall also identify any non-member licensees in the REALTOR®'s office(s) and if Designated REALTOR® dues have been paid to another Board based on said non‑member licensees, the Designated REALTOR® shall identify the Board to which dues have been remitted.  These declarations shall be used for purposes of calculating dues under Article X, Section 2(a) of the Bylaws. "Designated" REALTOR® Members shall also notify the Board of any additional individual(s) licensed or certified with the firm(s) within thirty (30) days of the date of affiliation or severance of the individual.

 

Section 14.    Harassment.  Any member of the Association may be reprimanded, placed on probation, suspended or expelled for harassment of a Association or MLS employee or Association Officer or Director after an investigation in accordance with the procedures of the Association.  As used in this Section, harassment means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonably interfering with an individual's work performance by creating a hostile, intimidating or offensive work environment.  The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the President, and President‑elect and/or Vice President and one member of the Board of Directors selected by the highest ranking officer not named in the complaint, upon consultation with legal counsel for the Association. Disciplinary action may include any sanction authorized in the association’s Code of Ethics and Arbitration Manual.  If the complaint names the President, President‑Elect or Vice President, they may not participate in the proceedings and shall be replaced by the Immediate Past President or, alternatively, by another member of the Board of Directors selected by the highest ranking officer not named in the complaint.

 

                      ARTICLE VII PROFESSIONAL STANDARDS AND ARBITRATION

 

Section 1.      The responsibility of the Association and of Association Members relating to the enforcement of the Code of Ethics, the disciplining of Members, the arbitration of disputes and the organization and procedures incident thereto shall be governed by the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®, as amended from time to time, which is by this reference incorporated into these bylaws, provided, however, that any provision deemed inconsistent with state law shall be deleted or amended to comply with state law.

 

Section 2.      It shall be the duty and responsibility of every REALTOR® Member of this Association to abide by the Constitution and Bylaws and the Rules and Regulations of the Association, the Constitution and Bylaws of the State Association, the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS®, and to abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, including the duty to arbitrate controversies arising out of real estate transactions as specified by Article 17 of the Code of Ethics, and as further defined and in accordance with the procedures set forth in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®.

 

Section 3.      The responsibility of the Association and Association Members relating to the enforcement of the Code of Ethics, the disciplining of members, the arbitration of disputes, and the organization and procedures incident thereto, shall be consistent with the cooperative professional standards enforcement agreement entered into by the Association which by this reference is made a part of these Bylaws.

 

                     ARTICLE VIII - USE OF THE TERM REALTOR® AND REALTORS®

 

Section 1.      Use of the terms REALTOR® and REALTORS®, by Members shall at all times be subject to the provisions of the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS® and to the Rules and Regulations prescribed by its Board of Directors.  The Association shall have the authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTORS®, use of the terms within its jurisdiction.  Any misuse of the terms by members is a violation of a membership duty and may subject members to disciplinary action by the Board of Directors after a hearing as provided for in the Association’s Code of Ethics and Arbitration Manual.

 

Section 2.      REALTOR® Members of the Association shall have the privilege of using the term REALTOR® and REALTORS® in connection with their places of business within the State or a state contiguous thereto, so long as they remain REALTOR® Members in good standing.  No other class of members shall have this privilege.

 

Section 3.      A REALTOR® Member who is a principal of a real estate firm, partnership or corporation may use the term REALTOR® or REALTORS® only if all the principals of such firm, partnership or corporation who are actively engaged in the real estate profession within the State or a state contiguous thereto, are REALTOR® Members of the Association or Institute Affiliate Members as described in Section l(b) of ARTICLE IV.

 

          (a)      In the case of a REALTOR® Member who is a principal of a real estate firm, partnership, or corporation whose business activity is substantially all commercial, the right to use the term REALTOR® or REALTORS® shall be limited to office locations in which a principal, partner, corporate officer, or branch office manager of the firm, partnership, or corporation holds REALTOR® membership.  If a firm, partnership, or corporation operates additional places of business in which no principal, partner, corporate officer, or branch office manager holds REALTOR® membership, the term REALTOR® or REALTORS® may not be used in any reference to those additional places of business.

 

Section 4.      Institute Affiliate Members shall not use the terms REALTOR® or REALTORS®, nor the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS®.

 

                             ARTICLE IX ‑ STATE AND NATIONAL MEMBERSHIPS

 

Section 1.      The Association shall be a member of the NATIONAL ASSOCIATION OF REALTORS® and of the ILLINOIS ASSOCIATION OF REALTORS®.  By reason of the Association's membership, each REALTOR® member of the Association, shall be entitled to membership in the NATIONAL ASSOCIATION OF REALTORS®  and the ILLINOIS ASSOCIATION OF REALTORS®  without further payment of dues.  The Association shall continue as a member of the State and National Association, unless by a majority vote of all of its REALTOR® Members, decision is made to withdraw, in which case the State and National Association shall be notified at least one month in advance of the date designated for the termination of such membership.

 

Section 2.      The Association recognizes the exclusive property rights of the NATIONAL ASSOCIATION OF REALTORS® in the terms REALTOR® and REALTORS®.  The Association shall discontinue use of the terms in any form in its name upon ceasing to be a member of the National Association, or upon determination by the Board of Directors of the National Association, that it has violated the conditions imposed upon the terms.

 

Section 3.      The Association adopts the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and agrees to enforce the Code among its REALTOR® Members.  The Association and all of its members agree to abide by the Constitution, Bylaws, Rules and Regulations and policies of the NATIONAL ASSOCIATION OF REALTORS® and the ILLINOIS ASSOCIATION OF REALTORS®.

 

                                     ARTICLE X  -  DUES, FEES AND FINANCES

 

Section 1.      Application Fee.  The Board of Directors may adopt an application fee for REALTOR® Membership in reasonable amount, not exceeding three times the amount of annual dues for REALTOR® membership which shall be required to accompany each application for REALTOR® membership and which shall become the property of the Association upon final approval of the application. 

 

Section 2.      Dues.  The annual dues of Members shall be as follows:

 

          (a)      REALTOR® Members.  The annual dues of each Designated REALTOR® Member shall be in such amount as established annually by the Board of Directors, plus an additional amount to be established annually by the Board of Directors, times the number of real estate salespersons and licensed or certified appraisers who (1) are employed or affiliated as independent contractors, or who are otherwise directly or indirectly licensed with such REALTOR® Member, and (2) are not REALTOR® Members of any Board in the State or a state contiguous thereto or Institute Affiliate Members of the Association.  In calculating the dues payable to the Association by a Designated REALTOR®  Member, non-member licensees as defined in (1) and (2) of this paragraph shall not be included in the computation of dues if the Designated REALTOR® has paid dues based on said non-member licensees in another Board or Association in the State, or a state contiguous thereto, provided the Designated REALTOR® notifies the Association in writing of the identity of the Board to which dues have been remitted.  In the case of a Designated REALTOR® Member in a firm, partnership, or corporation whose business activity is substantially all commercial, any assessments for non-member licensees shall be limited to licensees affiliated with the Designated REALTOR® (as defined in (1) and (2) of this paragraph) in the office where the Designated REALTOR® holds membership, and any other offices of the firm located within the jurisdiction of this board.

 

                   (1)      For the Purpose of this Section, a REALTOR® Member of a Member Board shall be held to be any Member who has a place or places of business within the State, or a state contiguous thereto, and who, as a principal, partner, corporate officer or branch office manager of a real estate firm, partnership or corporation, is actively engaged in the real estate profession as defined in Article III, Section 1, of the Constitution of the NATIONAL ASSOCIATION OF REALTORS®.  An individual shall be deemed to be licensed with a REALTOR®  if the license of the individual is held by the REALTOR®, or by any broker who is licensed with the REALTOR® , or by any entity in which the REALTOR® has a direct or indirect ownership interest and which is engaged in other aspects of the real estate business (except as provided for in Section 2 (a) (1) hereof), provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, or corporate officer of the entity.

 

NOTE: A REALTOR with a direct or indirect ownership interest in an entity engaged exclusively in soliciting and/or referring clients and customers to the REALTOR for consideration on a substantially exclusive basis shall annually file with the association on a form approved by the association a list of the licensees affiliated with that entity and shall certify that all of the licensees affiliated with the entity are solely engaged in referring clients and customers and are not engaged in listing, selling, leasing, renting,  managing, counseling or appraising real property. The individuals disclosed on such form shall not be deemed to be licensed with the REALTOR filing the form for purposes of this Section and shall not be included in calculating the annual dues of the Designated REALTOR.

The exemption for any licensee included on the certification form shall automatically be revoked upon the individual being engaged in real estate licensed activities (listing, selling, leasing, renting, managing, counseling, or appraising real property) other than referrals, and dues for the current fiscal year shall be payable.


Membership dues shall be prorated for any licensee included on a certification form submitted to the association who during the same calendar year applies for REALTOR or REALTOR-ASSOCIATE membership in the association. However, membership dues shall not be prorated if the licensee held REALTOR or REALTOR-ASSOCIATE membership during the preceding calendar year.

 

          (b)      Institute Affiliate Members.  The annual dues of each Institute Affiliate Member shall be as established in Article II of the Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.

 

NOTE:  The Institutes, Societies and Councils of the National Association shall be responsible for collecting and remitting dues to the National Association for Institute Affiliate Members ($105.00).  The National Association shall credit $35.00 to the account of a local association for each Institute Affiliate Member whose office address is within the assigned territorial jurisdiction of that association, provided, however, if the office location is also within the territorial jurisdiction of a Commercial Overlay Board (COB), the $35.00 amount will be credited to the COB, unless the Institute Affiliate Member directs that the dues be distributed to the other board. The National Association shall also credit $35.00 to the account of state associations for each Institute Affiliate Member whose office address is located within the territorial jurisdiction of the state association.  Local and state associations may not establish any additional entrance, initiation fees or dues for Institute Affiliate Members, but may provide service packages to which Institute Affiliate Members may voluntarily subscribe.

 

          (c)      Affiliate Members.  The annual dues of each Affiliate Member shall be established annually by the Board of Directors.

 

          (d)      Public Service Members.   The annual dues of each Public Service Member shall be established annually by the Board of Directors.

 

          (e)      Honorary Members.  The annual dues of each Honorary Member shall be established annually by the Board of Directors.

 

          (f)      Student Members.  The annual dues of each Student Member shall be established annually by the Board of Directors.

 

Section 3.      Dues Payable. Dues for all Members shall be payable annually in advance on the first day of November.  Dues shall be computed from the first day of the quarter in which a Member is notified of election and shall be prorated quarterly for the year.

 

Section 4.      Non-Payment of Dues, Fees, Fines and Other Assessments.

 

          (a)      If Association membership dues are not paid within one (1) month after the due date, the non-paying member shall be suspended, subject to reinstatement upon payment of the dues, plus a late fee of One Hundred Dollars ($100.00), within two (2) months after the due date.  If dues are not paid within two (2) months after the due date, membership of the non-paying member shall be automatically terminated.

 

          (b)      If fees, fines, or other assessments, including amounts owed to the Association or the Association's Multiple Listing Service (other than Association membership dues), are not paid within one (1) month after the due date, the non-paying member is subject to suspension at the discretion of the Board of Directors, and in addition, the non-paying member shall be subject to a fine of Five Dollars ($5.00) per day up to an additional 30 calendar days.  Thereafter, membership of the non-paying member may be terminated at the discretion of the Board of Directors.  Three (3) months after the due date, membership of the non-paying member shall automatically terminate unless within that time the amount due is paid.  However, no action shall be taken to suspend or expel a member for non-payment of disputed amounts until the accuracy of the amount owed has been confirmed by the Board of Directors.

 

          (c)      A former member whose membership has been terminated for nonpayment of dues, fees, fines or other assessments duly levied in accordance with the provisions of these Bylaws, or the provisions of other  Rules and Regulations of the Association, or any of its services, may apply for reinstatement, in a manner prescribed for new applicants for membership, after making payment in full of all accounts due as of the date of termination.

 

          (d)      In the event a sales licensee who holds REALTOR® membership is dropped for non-payment of Association dues, and the licensee remains with the designated REALTOR®'s firm, the dues obligation of the "designated" REALTOR® (as set forth in Article X, Section 2 (a)) will be increased to reflect the addition of a non‑member licensee.  Dues shall be calculated from the first day of the current fiscal year and are payable within 30 days of the notice of termination.

 

Section 5.      Deposit.        All monies received by the Association for any purpose shall be deposited to the credit of the Association in a financial institution or institutions selected by resolution of the Board of Directors.

 

Section 6.      Expenditures.

 

          (a)      The President shall appoint a Finance Committee consisting of the Treasurer of the Association, who shall serve as Chair, the elected Secretary, the MLS Chair and three REALTOR® Members.  The Committee shall have the responsibility for preparing an annual budget for approval by the Board of Directors.

 

          (b)      The Board of Directors shall administer the day to day finances of the Association, but shall not incur any obligation in excess of $1,000 over the available cash on hand or involving the purchase or sale of real estate without authorization by majority vote of the qualified REALTOR®  Members voting.   Absentee voting in person shall be allowed after written notification is received and prior to the actual vote.  Proxy voting shall not be allowed.

 

Section 7.      Notice of Dues, Fees, Fines, Assessments, and other Financial Obligations of Members.

 

All dues, fees, fines, assessments, or other financial obligations to the Association or Association Multiple Listing Service shall be noticed to the delinquent Association Member in writing setting forth the amount owed and due date.

 

Section 8.      The dues of REALTOR® Members who are REALTOR® Emeriti (as recognized by the National Association), Past Presidents and Past Treasurers of the National Association or recipients of the Distinguished Service Award shall be as determined by the Board of Directors.

 

                                              ARTICLE XI ‑ OFFICERS AND DIRECTORS

 

Section 1.      Officers.        The elected officers of the Association shall be:  President, President‑Elect, Treasurer, Secretary.  The Secretary and Treasurer may be the same person.  They shall be elected for terms of one year or until their successors take office.  The President‑Elect shall at the conclusion of the term automatically succeed to the office of President for a term of one year,

 

Section 2.      Duties of Officers.    The duties of the officers shall be such as described in the Association's policy manual as may be amended, from time to time, by the Board of Directors.  It shall be the particular duty of the President to act as spokesperson, on behalf of the Association, to the press, the public, legislative bodies and related organizations.  On positional issues, the President must have the direction of the Board of Directors.  It shall be the particular duty of the Secretary to keep the records of the Association and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the ILLINOIS ASSOCIATION OF REALTORS®.

 

Section 3.      Board of Directors.   The governing body of the Association shall be a Board of Directors consisting of the elected officers and six REALTOR® Members.  One REALTOR® Member shall be the Immediate Past President and shall serve in such capacity for one year only.  The remaining five REALTOR® members shall be elected to serve for terms of three years, except that at the time of initial organization, one of the REALTOR® Member Directors shall be elected for a term of one year, two of the REALTOR®  Member Directors shall be elected for a term of two years, and two of the REALTOR® Member Directors shall be elected for a term of three years, respectively, or for such lesser terms as may be necessary to complete the first fiscal year, and thereafter as each such REALTOR® Member Director's term shall expire, the replacement shall be elected for a term of three years.  Thereafter, as many Directors shall be elected each year as are required to fill vacancies.  The Board of Directors shall adopt Association and/or MLS Policies as may be needed providing such policies do not conflict with these Bylaws.  Duties of the Board of Directors shall be as described in the Association policy manual, as may be amended, from time to time, by the Board of Directors.

 

Section 4.        Election of Officers and Directors.

 

          (a)      At least two (2) months before the annual election a nominating committee consisting of five (5) REALTOR® Members, including the immediate Past President, who shall serve as Chair, and one additional Past President, shall be appointed by the President with the approval of the Board of Directors.  The nominating committee shall select one (1) candidate for each office and one (1) candidate for each place to be filled on the Board of Directors.  The report of the nominating committee shall be noticed in writing or where permitted by state law, electronically transmitted to each REALTOR® Member eligible to vote at least three (3) weeks preceding the election.  Additional candidates for the offices to be filled may only be placed in nomination by petition signed by at least twenty percent (20%) of the REALTOR® Members eligible to vote.  The petition shall be filed with the Executive Officer at least two (2) weeks before the election.  The Executive Officer shall give written notice of such additional nominations to all REALTOR® Members eligible to vote before the election.

 

          (b)      The election of Officers and Directors shall take place at the annual meeting or where permitted by state law, electronically and shall be by majority vote of the REALTOR® Members voting.  Election shall be by ballot and all votes shall be cast in person. The ballot shall contain the names of all candidates and the offices for which they are nominated.  In the event there is only one candidate for each office the presiding officer may entertain a motion for a unanimous acceptance of the slate as proposed by the nominating committee.  Absentee voting in person at the Association Office shall be allowed one week prior to the Annual Election.  Proxy voting shall not be allowed.

 

          (c)      The President, with the approval of the Board of Directors, shall appoint an election committee of three REALTOR® Members to conduct the election.  In case of a tie vote, the issue shall be determined by lot.

 

Section 5.      Vacancies.     Vacancies among the Officers and the Board of Directors shall be filled by a simple majority vote of the Board of Directors until the next annual election.

 

Section 6.      Non‑Elected Officers. The Board of Directors shall employ an Executive Officer who shall be the Executive Vice President of the Association, subject to the direction of the President, and shall perform such other duties as may be delegated by the Board of Directors.

 

Section 7.      Chief Staff Executive:  There shall be a Chief Staff Executive, appointed by the Board of Directors, who shall be the chief administrative officer of the Board.  The Chief Staff Executive 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 8.      Removal of Officers or Directors.   In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:

 

          (a)      A petition requiring the removal of an Officer or Director and signed by not less than one‑third of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next‑ranking officer, and shall specifically set forth the reasons the individual is deemed disqualified from further service.

 

          (b)      Upon receipt of the petition, and not less than twenty (20) days nor more than forty‑five (45) days thereafter, a special meeting of the voting membership of the Association shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director and to render a decision on such petition.

 

          (c)      The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall be conducted by the President of the Board unless the President's continued service in office is being considered at the meeting.  In such case, the next‑ranking Officer will conduct the meeting of the hearing by the Members.  Provided a quorum is present, a three‑fourths vote of members present and voting shall be required for removal from office.

 

Section 9.      In the event of suits or claims in which one or more current or past officers or directors or employees of the Association are named as a result of their status as such for decisions or actions taken in good faith and reasonably understood to be within the scope of their authority or employment during their term as such, the Association shall, directly or through insurance secured for the benefit of such officers and directors and employees, secure counsel to act on behalf of and provide a defense for such officers, directors, and employees; pay reasonable defense expenses incurred in advance of final disposition of such case; and indemnify such officers, directors, and employees with respect to any liability assessed or incurred as a result of any such claim, suit or action.

 

                                                 ARTICLE XII MEETINGS

 

Section 1.      Annual Meetings.      The annual meeting of the Association shall be held during September of each year, the date, place and hour to be designated by the Board of Directors.

 

Section 2.      Meetings of Directors.         The Board of Directors shall designate a regular time and place of meetings. Absence from three (3) regular meetings per elective year without an excuse deemed valid by the Board of Directors shall be construed as resignation.  A quorum for the transaction of business shall be a majority of the board of directors, except as may otherwise be required by state law.  In the event of an emergency situation calling for immediate action, the Association President or, at the President's discretion, the Elected Secretary may poll the Board of Directors via telephone to record their vote on any issue at hand and upon recording the vote, a majority vote of at least six (6) Directors will prevail.

 

Section 3.      Other Meetings.        Meetings of the Members may be held at such other times as the President or the Board of Directors may determine, or upon the written request of at least 10% of the REALTOR® Members.

 

Section 4.      Notice of Meetings.   Written notice shall be given to every Member entitled to participate in the meeting at least one week preceding all meetings.  If a special meeting is called, it shall be accompanied by a statement of the purpose of the meeting.

 

Section 5.      Quorum.        A quorum must be present for the transaction of business at general and/or special meetings of the membership shall consist of twenty percent (20%) of the REALTOR® Members eligible to vote, except as may otherwise be required by state law.  Six (6) Directors shall constitute a quorum of the Board of Directors.

 

Section 6.      Electronic Transaction of Business:  To the fullest extent permitted by law, the Board of Directors or membership may conduct business by electronic means.

 

Section 7.      Action without Meeting:  Unless specifically prohibited by the articles of incorporation, any action required or permitted o be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.  The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors.  All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records.  The action taken shall be effective when all the directors have approved the consent unless the consent specified a different effective date. 

 

                                              ARTICLE XIII ‑ COMMITTEES

 

Section 1.      Standing Committees.         The President shall appoint from among the REALTOR® Members, subject to confirmation by the Board of Directors, the following standing committees:

 

*        Professional Standards

*        Legislative

*        Public Relations

*        Membership Program

*        REALTOR® Protection

*        Education

*        Finance

*        Grievance

*        Multiple Listing Service

*        Equal Opportunity

 

Section 2.      Special Committees.  The President shall appoint, subject to confirmation by the Board of Directors, special committees as deemed necessary.

 

Section 3.      Organization.     All committees shall be of such size and shall have such duties, functions and powers as may be assigned to them by the President or the Board of Directors, except as otherwise provided in these Bylaws.

 

Section 4.      President.          The President shall be an ex‑officio member of all standing committees and shall be notified of their meetings.

 

Section 5.      Action without Meeting:  Any committee may act by unanimous consent in writing without a meeting.  The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more of the members of the committee.

 

Section 6.      Attendance by Telephone:  Members of a committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Such participation shall be at the discretion of the President and shall constitute presence at the meeting.

 

Section 7.      Attendance.   Any Committee Member who fails to attend three (3) regular or special meetings of the Committee, without excuse acceptable to the Chair of the Committee, shall be deemed to have resigned from the Committee and the vacancy shall be filled as herein provided for original appointees.

 

                                   ARTICLE XIV ‑ FISCAL AND ELECTIVE YEAR

 

Section 1.      The fiscal year of the Association shall commence November 1st. 

 

Section 2.      The elective year of the Association shall commence October 1st.

 

                                            ARTICLE XV ‑ RULES OF ORDER

 

Section 1.      Robert's Rules of Order, latest Edition, shall be recognized as the authority governing the meetings of the Association, its Board of Directors and committees, in all instances wherein its provisions do not conflict with these Bylaws.

 

                                              ARTICLE XVI AMENDMENTS

 

Section 1.      These Bylaws may be amended by majority vote of the REALTOR® Members present and qualified to vote at any meeting at which a quorum is present, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting, except the Board of Directors may, at any regular or special meeting of the Board of Directors at which a quorum is present, approve amendments which are mandated by NATIONAL ASSOCIATION OF REALTORS® policy; provided notice of such mandates are distributed to members, in writing.  Article IX may be amended only by a majority vote of all REALTOR® Members.

 

Section 2.      Notice of all meetings at which such amendments are to be considered shall be given to every REALTOR7 Member eligible to vote at least one week prior to the time of the meeting.

 

Section 3.      Amendments to these Bylaws affecting the admission or qualification of REALTOR®  and Institute Affiliate Members, the use of the terms REALTOR®, REALTORS®, or any alteration in the territorial jurisdiction of the Association, shall become effective upon their approval by the Board of Directors of the National Association.

 

                                            ARTICLE XVII ‑ DISSOLUTION

 

Section 1.      Upon the dissolution of this Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to Opportunity House, Sycamore, Illinois, or within its discretion, to any other nonprofit and tax exempt educational or charitable institution.

 

NOTE:  The HomeTown Association of REALTORS® does not own or operate a Multiple Listing Service for it’s members.  Members may participate as a subscriber in the Regional Multiple Listing Service, Midwest Real Estate Data, LLC  through the HomeTown Association of REALTORS®.  All rules and regulations are governed by Midwest Real Estate Data, LLC.                   

 

 

REVISED 11/2017

ARTICLE I ‑ NAME
 
Section 1.    Name.   The name of this organization shall be the HOMETOWN ASSOCIATION OF REALTORS®, INC., an Illinois not‑for‑profit corporation, hereafter referred to as the "Association".
 
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® as from time to time amended.
 
ARTICLE II ‑ OBJECTIVES
 
The objectives of the Association are:                                                    
 
Section 1.    To unite those engaged in the recognized branches of the real estate profession for the purpose of exerting a beneficial influence upon the profession and related interests.
 
Section 2.    To promote and maintain high standards of conduct in the real estate profession as expressed in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®.
 
Section 3.    To provide a unified medium for real estate owners and those engaged in the real estate profession whereby their interests may be safeguarded and advanced.
 
Section 4.    To further the interest of home and other real property ownership.
 
Section 5.    To unite those engaged in the real estate profession in this community with the ILLINOIS ASSOCIATION OF REALTORS® and the NATIONAL ASSOCIATION OF REALTORS®, thereby furthering their own objectives throughout the State and Nation, and obtaining the benefits and privileges of membership therein.
 
Section 6.    To designate, for the benefit of the public, individuals authorized to use the terms REALTOR® and REALTORS® as licensed, prescribed and controlled by the NATIONAL ASSOCIATION OF REALTORS®.
 
ARTICLE III JURISDICTION
 
Section 1.    Whiteside County and the territory of the former Lee County AOR as follows: Beginning at the West Ogle County line at Robbins Road; east to Illinois Route 52; to Fairmont Road; Fairmont Road to Valentine Road; 1 mile south to Pines Road; 1 mile east to Lowell Park Road; 3 miles south on Lowell Park Road to Penn Road; then east to Illinois Route 2; to a line parallel with May Road (crossing the Rock River); then east on May Road on a line parallel to Flagg Road; then east to Meridian Road on the east; Eastern Boundary: Meridian Road.  Southern Boundary:  Lee County Line.  Western Boundary; Ogle County Line.  Including the communities of Polo, Grand Detour, Woosung, and Lost Nation Lakes. Plus all of Lee County; Dixon, Amboy, Harmon, Franklin Grove, Nachusa, Lee Center, Ashton and Sublette and DeKalb County, Illinois, except the Townships of Sandwich, Somonauk, Squaw Grove, Clinton, Paw Paw, Shabbona, and Victor plus all of Ogle County, Illinois, east of Meridian Road.
 
Section 2.    Territorial Jurisdiction is defined to mean: The right and duty to control the use of the terms REALTOR® and REALTORS®, subject to the conditions set forth in these Bylaws and those of the NATIONAL ASSOCIATION OF REALTORS®, in return for which the Association agrees to protect and safeguard the property rights of the NATIONAL ASSOCIATION in the terms.
 
 
 
ARTICLE IV - MEMBERSHIP
 
Section 1.    There shall be six (6) classes of Members, as follows:
 
         (a)     REALTOR®  Members.  REALTOR®  Members, whether primary or secondary, shall be:
 
                 (1)     Individuals who, as sole proprietors, partners, corporate officers, or branch office managers, are engaged actively in the real estate profession, including buying, selling, exchanging, renting or leasing, managing, appraising for others for compensation, counseling, building, developing or subdividing real estate, and who maintain or are associated with an established real estate office in the State of Illinois, or a state contiguous thereto.  All persons who are partners in a partnership, or all officers in a corporation who are actively engaged in the real estate profession within the state, or a state contiguous thereto, shall qualify for REALTOR®  Membership only, and each is required to hold REALTOR®  Membership, (except as provided in the following paragraph) in a Board of REALTORS®  within the State, or a state contiguous thereto, unless otherwise qualified for Institute Affiliate Membership as described in Section 1(b) of ARTICLE IV.
 
In the case of a real estate firm, partnership, or corporation, whose business activity is substantially all commercial, only those principals actively engaged in the real estate business in connection with the same office, or any other offices within the jurisdiction of the board in which one of the firms principals holds REALTOR® membership, shall be required to hold REALTOR® membership unless otherwise qualified for Institute Affiliate Membership as described in Section 1(b) of ARTICLE IV.  Note:  REALTOR® Members may obtain membership in a secondary Board in another state.
 
                 (2)     Individuals who are engaged in the real estate profession other than as sole proprietors, partners, corporate officers or branch office managers and are associated with a REALTOR® Member and meet the qualifications set out in Article V.
 
                 (3)     Franchise REALTOR® Membership.      Corporate officers (who may be licensed or unlicensed) of a real estate brokerage franchise organization with at least one hundred fifty (150) franchisees located within the United States, its insular possessions and the commonwealth of Puerto Rico, elected to membership pursuant to the provisions in the NAR Constitution and Bylaws.  Such individuals shall enjoy all of the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics) except: obligations related to board mandated education, meeting attendance, or indoctrination classes or other similar requirements; the right to use the term REALTOR® in connection with their franchise organizations name; and the right to hold elective office in the local board, state association and National Association.
 
                 (4)     Primary and secondary REALTOR® Members.  An individual is a primary member if the Association pays state and National dues based on such Member.  An individual is a secondary Member if state and National dues are remitted through another Association.  One of the principals in a real estate firm must be a Designated REALTOR® Member of the Association in order for licensees affiliated with the firm to select the Association as their "primary" Board.
 
                 (5)     Designated REALTOR® Members.  Each firm (or office in the case of firms with multiple office locations) shall designate in writing one REALTOR® Member who shall be responsible for all duties and obligations of Membership including the obligation to arbitrate (or to mediate if required by the association) pursuant to Article 17 of the Code of Ethics and the payment of Association dues as established in Article X of the Bylaws.  The "Designated REALTOR® " must be a sole proprietor, partner, corporate officer or branch office manager acting on behalf of the firm's principal(s) and must meet all other qualifications for REALTOR®  Membership established in Article V, Section 2, of the Bylaws.
 
         (b)     Institute Affiliate Members.  Institute Affiliate Members shall be individuals who hold a professional designation awarded by an Institute, Society, or Council affiliated with the NATIONAL ASSOCIATION OF REALTORS® that addresses a specialty area other than residential brokerage or individuals who otherwise hold a class of membership in such Institute, Society or Council that confers the right to hold office.  Any such individual, if otherwise eligible, may elect to hold REALTOR® or REALTOR‑ASSOCIATE membership, subject to payment of applicable dues for such membership.
 
         (c)     Affiliate Members. Affiliate Members shall be real estate owners and other individuals or firms who, while not engaged in the real estate profession as defined in paragraph (a) or (b) of this Section, have interests requiring information concerning real estate, and are in sympathy with the objectives of the Association.
 
         (d)     Public Service Members.   Public Service Members shall be individuals who are interested in the real estate profession as employees of or affiliated with educational, public utility, governmental or other similar organizations, but are not engaged in the real estate profession on their own account or in association with an established real estate business.
 
         (e)     Honorary Members.         Honorary Members shall be individuals not engaged in the real estate profession who have performed notable service for the real estate profession, for the Association or the public.
 
         (f)     Student Members.  Student Members shall be individuals who are seeking an undergraduate or graduate degree with a specialization or major in real estate at institutions of higher learning and who have completed at least two years of college and at least one college level course in real estate, but are not engaged in the real estate profession on their own account or not associated with an established real estate office.
 
ARTICLE V QUALIFICATION AND ELECTION
 
Section 1.  Application.
 
         (a)     Application for Membership shall be made in such manner and form as may be prescribed by the Board of Directors and made available to anyone requesting it.  The application form shall contain among the statements to be signed by the applicant (1) that the applicant agrees as a condition of membership to thoroughly familiarize himself with the Code of Ethics of the National Association of REALTORS®, the Constitution, Bylaws, and Rules and Regulations of the Association, the State and National Associations, and if elected a member, will abide by the Constitution and Bylaws and the Rules and Regulations of the Association, and if a REALTOR®, will abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, including the obligation to arbitrate (or to mediate if required by the association) controversies arising out of real estate transactions as specified by Article 17 of the Code of Ethics, and as further specified in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®, as from time to time amended, and (2) that applicant consents that the Association, through its Membership Committee or otherwise, may invite and receive information and comment about applicant from any Member or other persons, and that applicant agrees that any information and comment furnished to the Association by any person in response to the invitation shall be conclusively deemed to be privileged and not form the basis of any action for slander, libel, or defamation of character.  The applicant shall, with the form of application have access to a copy of the Bylaws, Constitution, Rules and Regulations, and Code of Ethics referred to above.
 
Section 2.    Qualification.
 
         (a)     An applicant for REALTOR®  Membership who is a sole proprietor, partner, corporate officer, or branch office manager of a real estate firm shall supply evidence satisfactory to the Membership Committee that the applicant is actively engaged in the real estate profession and maintains a current, valid real estate brokers or salespersons license, or is licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, has a place of business within the state, or a state contiguous thereto, (unless a secondary member), has no record of recent or pending bankruptcy, has no record of official sanction involving unprofessional conduct, agrees to complete a course of instruction covering the Bylaws and Rules and Regulations of the Association, the Bylaws of the State Association and the Constitution and Bylaws and the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and shall pass such reasonable and non‑discriminatory written examinations thereon as may be required by the Committee and shall agree that if elected to Membership he will abide by such Constitution, Bylaws, Rules and Regulations and Code of Ethics.  Applicant shall complete the course of instruction and be installed within three months (exceptions granted only by the Board of Directors); after that time, it is understood that all monies paid to the Association will be forfeited and that it will be necessary to re‑apply in the manner prescribed for new applicants.
 
         (b)     Individuals who are engaged in the real estate profession other than as a sole proprietor, partner, corporate officer, or branch office manager in order to qualify for REALTOR®  Membership shall at the time of application be associated either as an employee or as an independent contractor with a Designated REALTOR®  Member of the Association or a Designated REALTOR®  Member of another Board (if a secondary member) and must maintain a current, valid real estate, brokers or salespersons license or be licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, shall complete a course of instruction covering the Bylaws and Rules and Regulations of the Association, the By‑Laws of the State Association and the Constitution and Bylaws and the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and shall pass such reasonable and nondiscriminatory written examinations thereon as may be required by the Committee and shall agree that if elected to Membership will abide by such Constitution, Bylaws, Rules and Regulations and Code of Ethics.  Applicant shall complete the course of instruction and be installed within three months (exceptions granted only by the Board of Directors); after that time, it is understood that all monies paid to the Association will be forfeited and that it will be necessary to re‑apply in the manner prescribed for new applicants.
 
Section 3. Election
 
The procedure for election to membership shall be as follows.
 
(a) The chief staff executive (or duly authorized designee) shall determine whether the applicant is applying for the appropriate class of membership. If the association has adopted provisional membership, applicants for REALTOR® membership may be granted provisional membership immediately upon submission of a completed application form and remittance of applicable association dues and any application fee.  Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of membership.  Provisional membership is granted subject to final review of the application by the board of directors. 
 
(b) If the board of directors determines that the individual does not meet all of the qualifications for membership as established in the association's Bylaws, or, if the individual does not satisfy all of the requirements of membership (for example, completion of a mandatory orientation program) within five (5) days from the association's receipt of their application, membership may, at the discretion of the board of directors, be terminated. The board of directors shall vote on the applicant's eligibility for membership. If the applicant receives a majority vote of the board of directors, he/she shall be declared elected to membership and shall be advised by written notice.
 
(c) The board of directors may not reject an application without providing the applicant with advance notice of the findings, an opportunity to appear before the board of directors, to call witnesses on his/her behalf, to be represented by counsel, and to make such statements as he/she deems relevant.  The board of directors may also have counsel present.  The board of directors shall require that written minutes be made of any hearing before it or may electronically or mechanically record the proceedings.
 
(d) If the board of directors determines that the application should be rejected, it shall record its reasons with the chief staff executive (or duly authorized designee).  If the board of directors believes that denial of membership to the applicant may become the basis of litigation and a claim of damage by the applicant, it may specify that denial shall become effective upon entry in a suit by the association for a declaratory judgment by a court of competent jurisdiction of a final judgment declaring that the rejection violates no rights of the applicant.
 
Section 4.    New Member Code of Ethics Orientation
 
Applicants for REALTOR® membership and provisional REALTOR® members (where applicable) shall complete an orientation program on the Code of Ethics of not less than two hours and thirty minutes of instructional time.  This requirement does not apply to applicants for REALTOR® membership or provisional members who have completed comparable orientation in another association, provided that REALTOR® membership has been continuous, or that any break in membership is for one year or less.  Failure to satisfy this requirement within 90 days of the date of application (or, alternatively, the date that provisional membership was granted), will result in denial of the membership application or termination of provisional membership.
 
NOTE:   Orientation programs must meet the learning objectives and minimum criteria established from time by the NATIONAL ASSOCIATION OF REALTORS®.
 
Section 5.    Continuing Member Code of Ethics Training.
 
Effective January 1, 2017, through December 31, 2018, and for successive two year periods thereafter, each REALTOR® member of the association shall be required to complete quadrennial ethics training of not less than two hours and thirty minutes of instructional time.  This requirement will be satisfied upon presentation of documentation that the member has completed a course of instruction conducted by this or another association, the State Association of REALTORS® the NATIONAL ASSOCIATION OF REALTORS®, or any other recognized educational institution or provider which meets the learning objectives and minimum criteria established by the NATIONAL ASSOCIATION OF REALTORS® from time to time.  REALTOR® members who have completed training as a requirement of membership in another association and REALTOR® members who have completed the New Member Code of Ethics Orientation during any two year cycle shall not be required to complete additional ethics training until a new two year cycle commences.  Failure to satisfy periodic ethics training shall be considered a violation of a membership duty.
 
Failure to meet the requirement in any two (2) year cycle will result in suspension of membership for the fist two months (January and February) of the year following the end of any two (2) year cycle or until the requirement is met, whichever occurs sooner.  On March 1 of that year, the membership of a member who is still suspended as of that date will be automatically terminated.  
 
Section 6.      Status Changes.
 
         (a)     A REALTOR® who changes the conditions under which he holds membership shall be required to provide written notification to the Association within thirty (30) days.  A REALTOR®  (non-principal) who becomes a principal in the firm with which he has been licensed, or alternatively, becomes a principal in a new firm which will be comprised of REALTOR® principals may be required to satisfy any previously unsatisfied membership requirements applicable to REALTOR®  (principal) Members, but shall, during the period of transition from one status of membership to another, be subject to all of the privileges and obligations of a REALTOR®  (principal).  If the REALTOR® (non-principal) does not satisfy the requirements established in these Bylaws for the category of membership to which they have transferred within forty-five (45) days of the date they advised the Board of their change in status, their new membership application will terminate automatically unless otherwise so directed by the Board of Directors.
 
A REALTOR® who is transferring his or her license from one firm comprised of REALTOR® principals to another firm comprised of REALTOR® principals shall be subject to all of the privileges and obligations of membership during the period of transition.  If the transfer is not completed within forty-five (45) days of the date the board is advised of the disaffiliation with the current firm, membership will terminate automatically unless otherwise so directed by the Board of REALTORS®.
 
(The Board of Directors, at its discretion, may waive any qualification which the applicant has already fulfilled in accordance with the Associations Bylaws.)
 
         (b)     Any application fee related to a change in membership status shall be reduced by an amount equal to any application fee previously paid by the applicant.
 
         (c)     Dues shall be prorated from the first day of the month in which the member is notified of election by the Board of Directors and shall be based on the new membership status for the remainder of the year.
 
ARTICLE VI ‑ PRIVILEGES AND OBLIGATIONS
 
Section 1.    The privileges and obligations of Members, in addition to those otherwise provided in these Bylaws, shall be as specified in this Article.
 
Section 2.    Any Member of the Association may be reprimanded, fined, placed on probation, suspended, or expelled by the Board of Directors for a violation of these Bylaws and Association Rules and Regulations not inconsistent with these Bylaws, after a hearing as provided in the Code of Ethics and Arbitration Manual of the Association.  Although Members other than REALTORS® are not subject to the Code of Ethics nor its enforcement by the Association, such Members are encouraged to abide by the principles established in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and conduct their business and professional practices accordingly. Further, Members other than REALTORS® may upon recommendation of the Membership Committee, or upon recommendation by a hearing panel of the Professional Standards Committee, be subject to discipline as described above, for any conduct which in the opinion of the Board of Directors, applied on a non‑discriminatory basis, reflects adversely on the terms REALTOR® or REALTORS®, and the real estate industry, or for conduct that is inconsistent with or adverse to the objectives and purposes of the local Association, the state Association, and the NATIONAL ASSOCIATION OF REALTORS® .
 
Section 3.    Any REALTOR® Member of the Association may be disciplined by the Board of Directors for violations of the Code of Ethics or other duties of membership, after a hearing as described in the Code of Ethics and Arbitration Manual of the Association, provided that the discipline imposed is consistent with the discipline authorized by the Professional Standards Committee of the NATIONAL ASSOCIATION OF REALTORS® as set forth in the Code of Ethics and Arbitration Manual of the National Association.
 
Section 4.             Resignations of Members shall become effective when received in writing by the Board of Directors, provided, however, that if any Member submitting the resignation is indebted to the Board for dues, fees, fines, or other assessments of the Board or any of its services, departments, divisions, or subsidiaries, the Board may condition the right of the resigning Member to reapply for membership upon payment in full of all such monies owed.
 
Section 5.    If a Member resigns from the Board or otherwise causes membership to terminate with an ethics
complaint pending, the complaint shall be processed until the decision of the association with respect to disposition of the complaint is final by this association (if respondent does not hold membership in any other association) or by any other association in which the respondent continues to hold membership. If an ethics respondent resigns or otherwise causes membership in all Boards to terminate before an ethics complaint is filed alleging unethical conduct occurred while the respondent was a REALTOR®, the complaint, once filed, shall be processed until the decision of the association with respect to disposition of the complaint is final. In any instance where an ethics hearing is held subsequent to an ethic respondent’s resignation or membership termination, any discipline ratified by the Board of Directors shall be held in abeyance until such time as the respondent rejoins an association of REALTORS®.
 
(a) If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration (or to mediation if required by the association) continues in effect even after membership lapses or is terminated, provided that the dispute arose while the former member was a REALTOR®.
 
Section 6.   REALTOR® Members.   REALTOR® Members, whether primary or secondary, in good standing whose financial obligations to the Board are paid in full shall be entitled to vote and to hold elective office in the Board; may use the terms REALTOR® and REALTORS®, which use shall be subject to the provisions of Article VIII; and have the primary responsibility to safeguard and promote the standards, interests, and welfare of the Board and the real estate profession. Select one of the two following options for Section 6(a).
 
         (a)     If a REALTOR® Member is a sole proprietor in a firm, a partner in a partnership or an officer in a corporation, and is suspended or expelled, the firm, partnership or corporation shall not use the terms REALTOR® or REALTORS® in connection with its business during the period of suspension, or until readmission to REALTOR® membership, or unless connection with the firm, partnership or corporation is severed, or management control is relinquished, whichever may apply. The membership of all other principals, partners, or corporate officers shall suspend or terminate during the period of suspension of the disciplined Member, or until readmission of the disciplined Member or unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or unless the REALTOR® who is suspended or expelled removes himself from any form or degree of management control of the firm for the term of the suspension or until readmission to membership, whichever may apply. Removal of an individual from any form or degree of management control must be certified to the Board by the Member who is being suspended or expelled and by the individual who is assuming management control and the signatures of such certification must be notarized.  In the event the suspended or expelled Member is so certified to have relinquished all form or degree of management control of the firm, the membership of other partners, corporate officers, or other individuals affiliated with the firm shall not be affected, and the firm, partnership or corporation may continue to use the terms REALTOR® and REALTORS® in connection with its business during the period of suspension or until the former Member is admitted to membership in the Board.  The foregoing is not intended to preclude a suspended or expelled Member from functioning as an employee or independent contractor, providing no management control is exercised.  Further, the membership of REALTORS® other than principals who are employed or affiliated as independent contractors with the disciplined Member shall suspend or terminate during the period of suspension of the disciplined Member or until readmission of the disciplined Member, or unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or management control is relinquished, or unless the REALTOR® Member (non‑principal) elects to sever his connection with the REALTOR® and affiliate with another REALTOR® Member in good standing in the Board, whichever may apply.  If a REALTOR® Member other than a sole proprietor in a firm, partner in a partnership, or an officer of a corporation is suspended or expelled, the use of the terms REALTOR® or REALTORS® by the firm, partnership or corporation shall not be affected.
 
          (b)    In any action taken against a REALTOR® Member for suspension or expulsion under Section 6(a) hereof, notice of such action shall be given to all REALTORS® employed by or affiliated as independent contractors with such REALTOR® Member and they shall be advised that the provisions in Article VI, Section 6(a) shall apply.
 
Section 7.    Institute Affiliate Members.   Institute Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors consistent with the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.
 
NOTE:  Local associations establish the rights and privileges to be conferred on Institute Affiliate Members except that no Institute Affiliate Member may be granted the right to use the term REALTORÒ, REALTOR-ASSOCIATEÒ, or the REALTORÒ logo; to serve as President of the local association; or to be a Participant in the local association’s Multiple Listing Service.
 
Section 8.      Affiliate Members.    Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.
 
Section 9.      Public Service Members.      Public Service Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.
 
Section 10.    Honorary Members.  Honorary Membership shall confer only the right to attend meetings and participate in discussions.
 
Section 11.    Student Members.   Student Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.
 
Section 12.    Certification by REALTOR®. "Designated" REALTOR® Members of the Board shall certify to the Board during the month of November on a form provided by the Board, a complete listing of all individuals licensed or certified in the REALTOR®’s office(s) and shall designate a primary Board for each individual who holds membership.  Designated REALTORS® shall also identify any non-member licensees in the REALTOR®'s office(s) and if Designated REALTOR® dues have been paid to another Board based on said non‑member licensees, the Designated REALTOR® shall identify the Board to which dues have been remitted.  These declarations shall be used for purposes of calculating dues under Article X, Section 2(a) of the Bylaws. "Designated" REALTOR® Members shall also notify the Board of any additional individual(s) licensed or certified with the firm(s) within thirty (30) days of the date of affiliation or severance of the individual.
 
Section 14.    Harassment.  Any member of the Association may be reprimanded, placed on probation, suspended or expelled for harassment of a Association or MLS employee or Association Officer or Director after an investigation in accordance with the procedures of the Association.  As used in this Section, harassment means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonably interfering with an individual's work performance by creating a hostile, intimidating or offensive work environment.  The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the President, and President‑elect and/or Vice President and one member of the Board of Directors selected by the highest ranking officer not named in the complaint, upon consultation with legal counsel for the Association. Disciplinary action may include any sanction authorized in the association’s Code of Ethics and Arbitration Manual.  If the complaint names the President, President‑Elect or Vice President, they may not participate in the proceedings and shall be replaced by the Immediate Past President or, alternatively, by another member of the Board of Directors selected by the highest ranking officer not named in the complaint.
 
ARTICLE VII PROFESSIONAL STANDARDS AND ARBITRATION
 
Section 1.      The responsibility of the Association and of Association Members relating to the enforcement of the Code of Ethics, the disciplining of Members, the arbitration of disputes and the organization and procedures incident thereto shall be governed by the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®, as amended from time to time, which is by this reference incorporated into these bylaws, provided, however, that any provision deemed inconsistent with state law shall be deleted or amended to comply with state law.
 
Section 2.      It shall be the duty and responsibility of every REALTOR® Member of this Association to abide by the Constitution and Bylaws and the Rules and Regulations of the Association, the Constitution and Bylaws of the State Association, the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS®, and to abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, including the duty to arbitrate controversies arising out of real estate transactions as specified by Article 17 of the Code of Ethics, and as further defined and in accordance with the procedures set forth in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®.
 
Section 3.      The responsibility of the Association and Association Members relating to the enforcement of the Code of Ethics, the disciplining of members, the arbitration of disputes, and the organization and procedures incident thereto, shall be consistent with the cooperative professional standards enforcement agreement entered into by the Association which by this reference is made a part of these Bylaws.
 
ARTICLE VIII - USE OF THE TERM REALTOR® AND REALTORS®
 
Section 1.      Use of the terms REALTOR® and REALTORS®, by Members shall at all times be subject to the provisions of the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS® and to the Rules and Regulations prescribed by its Board of Directors.  The Association shall have the authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTORS®, use of the terms within its jurisdiction.  Any misuse of the terms by members is a violation of a membership duty and may subject members to disciplinary action by the Board of Directors after a hearing as provided for in the Association’s Code of Ethics and Arbitration Manual.
 
Section 2.      REALTOR® Members of the Association shall have the privilege of using the term REALTOR® and REALTORS® in connection with their places of business within the State or a state contiguous thereto, so long as they remain REALTOR® Members in good standing.  No other class of members shall have this privilege.
 
Section 3.      A REALTOR® Member who is a principal of a real estate firm, partnership or corporation may use the term REALTOR® or REALTORS® only if all the principals of such firm, partnership or corporation who are actively engaged in the real estate profession within the State or a state contiguous thereto, are REALTOR® Members of the Association or Institute Affiliate Members as described in Section l(b) of ARTICLE IV.
 
          (a)      In the case of a REALTOR® Member who is a principal of a real estate firm, partnership, or corporation whose business activity is substantially all commercial, the right to use the term REALTOR® or REALTORS® shall be limited to office locations in which a principal, partner, corporate officer, or branch office manager of the firm, partnership, or corporation holds REALTOR® membership.  If a firm, partnership, or corporation operates additional places of business in which no principal, partner, corporate officer, or branch office manager holds REALTOR® membership, the term REALTOR® or REALTORS® may not be used in any reference to those additional places of business.
 
Section 4.      Institute Affiliate Members shall not use the terms REALTOR® or REALTORS®, nor the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS®.
 
ARTICLE IX ‑ STATE AND NATIONAL MEMBERSHIPS
 
Section 1.      The Association shall be a member of the NATIONAL ASSOCIATION OF REALTORS® and of the ILLINOIS ASSOCIATION OF REALTORS®.  By reason of the Association's membership, each REALTOR® member of the Association, shall be entitled to membership in the NATIONAL ASSOCIATION OF REALTORS®  and the ILLINOIS ASSOCIATION OF REALTORS®  without further payment of dues.  The Association shall continue as a member of the State and National Association, unless by a majority vote of all of its REALTOR® Members, decision is made to withdraw, in which case the State and National Association shall be notified at least one month in advance of the date designated for the termination of such membership.
 
Section 2.      The Association recognizes the exclusive property rights of the NATIONAL ASSOCIATION OF REALTORS® in the terms REALTOR® and REALTORS®.  The Association shall discontinue use of the terms in any form in its name upon ceasing to be a member of the National Association, or upon determination by the Board of Directors of the National Association, that it has violated the conditions imposed upon the terms.
 
Section 3.      The Association adopts the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and agrees to enforce the Code among its REALTOR® Members.  The Association and all of its members agree to abide by the Constitution, Bylaws, Rules and Regulations and policies of the NATIONAL ASSOCIATION OF REALTORS® and the ILLINOIS ASSOCIATION OF REALTORS®.
 
ARTICLE X  -  DUES, FEES AND FINANCES
 
Section 1.      Application Fee.  The Board of Directors may adopt an application fee for REALTOR® Membership in reasonable amount, not exceeding three times the amount of annual dues for REALTOR® membership which shall be required to accompany each application for REALTOR® membership and which shall become the property of the Association upon final approval of the application. 
 
Section 2.      Dues.  The annual dues of Members shall be as follows:
 
          (a)      REALTOR® Members.  The annual dues of each Designated REALTOR® Member shall be in such amount as established annually by the Board of Directors, plus an additional amount to be established annually by the Board of Directors, times the number of real estate salespersons and licensed or certified appraisers who (1) are employed or affiliated as independent contractors, or who are otherwise directly or indirectly licensed with such REALTOR® Member, and (2) are not REALTOR® Members of any Board in the State or a state contiguous thereto or Institute Affiliate Members of the Association.  In calculating the dues payable to the Association by a Designated REALTOR®  Member, non-member licensees as defined in (1) and (2) of this paragraph shall not be included in the computation of dues if the Designated REALTOR® has paid dues based on said non-member licensees in another Board or Association in the State, or a state contiguous thereto, provided the Designated REALTOR® notifies the Association in writing of the identity of the Board to which dues have been remitted.  In the case of a Designated REALTOR® Member in a firm, partnership, or corporation whose business activity is substantially all commercial, any assessments for non-member licensees shall be limited to licensees affiliated with the Designated REALTOR® (as defined in (1) and (2) of this paragraph) in the office where the Designated REALTOR® holds membership, and any other offices of the firm located within the jurisdiction of this board.
 
                   (1)      For the Purpose of this Section, a REALTOR® Member of a Member Board shall be held to be any Member who has a place or places of business within the State, or a state contiguous thereto, and who, as a principal, partner, corporate officer or branch office manager of a real estate firm, partnership or corporation, is actively engaged in the real estate profession as defined in Article III, Section 1, of the Constitution of the NATIONAL ASSOCIATION OF REALTORS®.  An individual shall be deemed to be licensed with a REALTOR®  if the license of the individual is held by the REALTOR®, or by any broker who is licensed with the REALTOR® , or by any entity in which the REALTOR® has a direct or indirect ownership interest and which is engaged in other aspects of the real estate business (except as provided for in Section 2 (a) (1) hereof), provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, or corporate officer of the entity.
 
NOTE: A REALTOR with a direct or indirect ownership interest in an entity engaged exclusively in soliciting and/or referring clients and customers to the REALTOR for consideration on a substantially exclusive basis shall annually file with the association on a form approved by the association a list of the licensees affiliated with that entity and shall certify that all of the licensees affiliated with the entity are solely engaged in referring clients and customers and are not engaged in listing, selling, leasing, renting,  managing, counseling or appraising real property. The individuals disclosed on such form shall not be deemed to be licensed with the REALTOR filing the form for purposes of this Section and shall not be included in calculating the annual dues of the Designated REALTOR.
The exemption for any licensee included on the certification form shall automatically be revoked upon the individual being engaged in real estate licensed activities (listing, selling, leasing, renting, managing, counseling, or appraising real property) other than referrals, and dues for the current fiscal year shall be payable.

Membership dues shall be prorated for any licensee included on a certification form submitted to the association who during the same calendar year applies for REALTOR or REALTOR-ASSOCIATE membership in the association. However, membership dues shall not be prorated if the licensee held REALTOR or REALTOR-ASSOCIATE membership during the preceding calendar year.
 
          (b)      Institute Affiliate Members.  The annual dues of each Institute Affiliate Member shall be as established in Article II of the Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.
 
NOTE:  The Institutes, Societies and Councils of the National Association shall be responsible for collecting and remitting dues to the National Association for Institute Affiliate Members ($105.00).  The National Association shall credit $35.00 to the account of a local association for each Institute Affiliate Member whose office address is within the assigned territorial jurisdiction of that association, provided, however, if the office location is also within the territorial jurisdiction of a Commercial Overlay Board (COB), the $35.00 amount will be credited to the COB, unless the Institute Affiliate Member directs that the dues be distributed to the other board. The National Association shall also credit $35.00 to the account of state associations for each Institute Affiliate Member whose office address is located within the territorial jurisdiction of the state association.  Local and state associations may not establish any additional entrance, initiation fees or dues for Institute Affiliate Members, but may provide service packages to which Institute Affiliate Members may voluntarily subscribe.
 
          (c)      Affiliate Members.  The annual dues of each Affiliate Member shall be established annually by the Board of Directors.
 
          (d)      Public Service Members.   The annual dues of each Public Service Member shall be established annually by the Board of Directors.
 
          (e)      Honorary Members.  The annual dues of each Honorary Member shall be established annually by the Board of Directors.
 
          (f)      Student Members.  The annual dues of each Student Member shall be established annually by the Board of Directors.
 
Section 3.      Dues Payable. Dues for all Members shall be payable annually in advance on the first day of November.  Dues shall be computed from the first day of the quarter in which a Member is notified of election and shall be prorated quarterly for the year.
 
Section 4.      Non-Payment of Dues, Fees, Fines and Other Assessments.
 
          (a)      If Association membership dues are not paid within one (1) month after the due date, the non-paying member shall be suspended, subject to reinstatement upon payment of the dues, plus a late fee of One Hundred Dollars ($100.00), within two (2) months after the due date.  If dues are not paid within two (2) months after the due date, membership of the non-paying member shall be automatically terminated.
 
          (b)      If fees, fines, or other assessments, including amounts owed to the Association or the Association's Multiple Listing Service (other than Association membership dues), are not paid within one (1) month after the due date, the non-paying member is subject to suspension at the discretion of the Board of Directors, and in addition, the non-paying member shall be subject to a fine of Five Dollars ($5.00) per day up to an additional 30 calendar days.  Thereafter, membership of the non-paying member may be terminated at the discretion of the Board of Directors.  Three (3) months after the due date, membership of the non-paying member shall automatically terminate unless within that time the amount due is paid.  However, no action shall be taken to suspend or expel a member for non-payment of disputed amounts until the accuracy of the amount owed has been confirmed by the Board of Directors.
 
          (c)      A former member whose membership has been terminated for nonpayment of dues, fees, fines or other assessments duly levied in accordance with the provisions of these Bylaws, or the provisions of other  Rules and Regulations of the Association, or any of its services, may apply for reinstatement, in a manner prescribed for new applicants for membership, after making payment in full of all accounts due as of the date of termination.
 
          (d)      In the event a sales licensee who holds REALTOR® membership is dropped for non-payment of Association dues, and the licensee remains with the designated REALTOR®'s firm, the dues obligation of the "designated" REALTOR® (as set forth in Article X, Section 2 (a)) will be increased to reflect the addition of a non‑member licensee.  Dues shall be calculated from the first day of the current fiscal year and are payable within 30 days of the notice of termination.
 
Section 5.      Deposit.        All monies received by the Association for any purpose shall be deposited to the credit of the Association in a financial institution or institutions selected by resolution of the Board of Directors.
 
Section 6.      Expenditures.
 
          (a)      The President shall appoint a Finance Committee consisting of the Treasurer of the Association, who shall serve as Chair, the elected Secretary, the MLS Chair and three REALTOR® Members.  The Committee shall have the responsibility for preparing an annual budget for approval by the Board of Directors.
 
          (b)      The Board of Directors shall administer the day to day finances of the Association, but shall not incur any obligation in excess of $1,000 over the available cash on hand or involving the purchase or sale of real estate without authorization by majority vote of the qualified REALTOR®  Members voting.   Absentee voting in person shall be allowed after written notification is received and prior to the actual vote.  Proxy voting shall not be allowed.
 
Section 7.      Notice of Dues, Fees, Fines, Assessments, and other Financial Obligations of Members.
 
All dues, fees, fines, assessments, or other financial obligations to the Association or Association Multiple Listing Service shall be noticed to the delinquent Association Member in writing setting forth the amount owed and due date.
 
Section 8.      The dues of REALTOR® Members who are REALTOR® Emeriti (as recognized by the National Association), Past Presidents and Past Treasurers of the National Association or recipients of the Distinguished Service Award shall be as determined by the Board of Directors.
 
ARTICLE XI ‑ OFFICERS AND DIRECTORS
 
Section 1.      Officers.        The elected officers of the Association shall be:  President, President‑Elect, Treasurer, Secretary.  The Secretary and Treasurer may be the same person.  They shall be elected for terms of one year or until their successors take office.  The President‑Elect shall at the conclusion of the term automatically succeed to the office of President for a term of one year,
 
Section 2.      Duties of Officers.    The duties of the officers shall be such as described in the Association's policy manual as may be amended, from time to time, by the Board of Directors.  It shall be the particular duty of the President to act as spokesperson, on behalf of the Association, to the press, the public, legislative bodies and related organizations.  On positional issues, the President must have the direction of the Board of Directors.  It shall be the particular duty of the Secretary to keep the records of the Association and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the ILLINOIS ASSOCIATION OF REALTORS®.
 
Section 3.      Board of Directors.   The governing body of the Association shall be a Board of Directors consisting of the elected officers and six REALTOR® Members.  One REALTOR® Member shall be the Immediate Past President and shall serve in such capacity for one year only.  The remaining five REALTOR® members shall be elected to serve for terms of three years, except that at the time of initial organization, one of the REALTOR® Member Directors shall be elected for a term of one year, two of the REALTOR®  Member Directors shall be elected for a term of two years, and two of the REALTOR® Member Directors shall be elected for a term of three years, respectively, or for such lesser terms as may be necessary to complete the first fiscal year, and thereafter as each such REALTOR® Member Director's term shall expire, the replacement shall be elected for a term of three years.  Thereafter, as many Directors shall be elected each year as are required to fill vacancies.  The Board of Directors shall adopt Association and/or MLS Policies as may be needed providing such policies do not conflict with these Bylaws.  Duties of the Board of Directors shall be as described in the Association policy manual, as may be amended, from time to time, by the Board of Directors.
 
Section 4.        Election of Officers and Directors.
 
          (a)      At least two (2) months before the annual election a nominating committee consisting of five (5) REALTOR® Members, including the immediate Past President, who shall serve as Chair, and one additional Past President, shall be appointed by the President with the approval of the Board of Directors.  The nominating committee shall select one (1) candidate for each office and one (1) candidate for each place to be filled on the Board of Directors.  The report of the nominating committee shall be noticed in writing or where permitted by state law, electronically transmitted to each REALTOR® Member eligible to vote at least three (3) weeks preceding the election.  Additional candidates for the offices to be filled may only be placed in nomination by petition signed by at least twenty percent (20%) of the REALTOR® Members eligible to vote.  The petition shall be filed with the Executive Officer at least two (2) weeks before the election.  The Executive Officer shall give written notice of such additional nominations to all REALTOR® Members eligible to vote before the election.
 
          (b)      The election of Officers and Directors shall take place at the annual meeting or where permitted by state law, electronically and shall be by majority vote of the REALTOR® Members voting.  Election shall be by ballot and all votes shall be cast in person. The ballot shall contain the names of all candidates and the offices for which they are nominated.  In the event there is only one candidate for each office the presiding officer may entertain a motion for a unanimous acceptance of the slate as proposed by the nominating committee.  Absentee voting in person at the Association Office shall be allowed one week prior to the Annual Election.  Proxy voting shall not be allowed.
 
          (c)      The President, with the approval of the Board of Directors, shall appoint an election committee of three REALTOR® Members to conduct the election.  In case of a tie vote, the issue shall be determined by lot.
 
Section 5.      Vacancies.     Vacancies among the Officers and the Board of Directors shall be filled by a simple majority vote of the Board of Directors until the next annual election.
 
Section 6.      Non‑Elected Officers. The Board of Directors shall employ an Executive Officer who shall be the Executive Vice President of the Association, subject to the direction of the President, and shall perform such other duties as may be delegated by the Board of Directors.
 
Section 7.      Chief Staff Executive:  There shall be a Chief Staff Executive, appointed by the Board of Directors, who shall be the chief administrative officer of the Board.  The Chief Staff Executive 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 8.      Removal of Officers or Directors.   In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:
 
          (a)      A petition requiring the removal of an Officer or Director and signed by not less than one‑third of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next‑ranking officer, and shall specifically set forth the reasons the individual is deemed disqualified from further service.
 
          (b)      Upon receipt of the petition, and not less than twenty (20) days nor more than forty‑five (45) days thereafter, a special meeting of the voting membership of the Association shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director and to render a decision on such petition.
 
          (c)      The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall be conducted by the President of the Board unless the President's continued service in office is being considered at the meeting.  In such case, the next‑ranking Officer will conduct the meeting of the hearing by the Members.  Provided a quorum is present, a three‑fourths vote of members present and voting shall be required for removal from office.
 
Section 9.      In the event of suits or claims in which one or more current or past officers or directors or employees of the Association are named as a result of their status as such for decisions or actions taken in good faith and reasonably understood to be within the scope of their authority or employment during their term as such, the Association shall, directly or through insurance secured for the benefit of such officers and directors and employees, secure counsel to act on behalf of and provide a defense for such officers, directors, and employees; pay reasonable defense expenses incurred in advance of final disposition of such case; and indemnify such officers, directors, and employees with respect to any liability assessed or incurred as a result of any such claim, suit or action.
 
ARTICLE XII MEETINGS
 
Section 1.      Annual Meetings.      The annual meeting of the Association shall be held during September of each year, the date, place and hour to be designated by the Board of Directors.
 
Section 2.      Meetings of Directors.         The Board of Directors shall designate a regular time and place of meetings. Absence from three (3) regular meetings per elective year without an excuse deemed valid by the Board of Directors shall be construed as resignation.  A quorum for the transaction of business shall be a majority of the board of directors, except as may otherwise be required by state law.  In the event of an emergency situation calling for immediate action, the Association President or, at the President's discretion, the Elected Secretary may poll the Board of Directors via telephone to record their vote on any issue at hand and upon recording the vote, a majority vote of at least six (6) Directors will prevail.
 
Section 3.      Other Meetings.        Meetings of the Members may be held at such other times as the President or the Board of Directors may determine, or upon the written request of at least 10% of the REALTOR® Members.
 
Section 4.      Notice of Meetings.   Written notice shall be given to every Member entitled to participate in the meeting at least one week preceding all meetings.  If a special meeting is called, it shall be accompanied by a statement of the purpose of the meeting.
 
Section 5.      Quorum.        A quorum must be present for the transaction of business at general and/or special meetings of the membership shall consist of twenty percent (20%) of the REALTOR® Members eligible to vote, except as may otherwise be required by state law.  Six (6) Directors shall constitute a quorum of the Board of Directors.
 
Section 6.      Electronic Transaction of Business:  To the fullest extent permitted by law, the Board of Directors or membership may conduct business by electronic means.
 
Section 7.      Action without Meeting:  Unless specifically prohibited by the articles of incorporation, any action required or permitted o be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.  The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors.  All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records.  The action taken shall be effective when all the directors have approved the consent unless the consent specified a different effective date. 
 
ARTICLE XIII ‑ COMMITTEES
 
Section 1.      Standing Committees.         The President shall appoint from among the REALTOR® Members, subject to confirmation by the Board of Directors, the following standing committees:
 
*        Professional Standards
*        Membership Education
*        Nominating
*        Awards
*        Events
*        Finance
*        Equal Opportunity
 
Section 2.      Special Committees.  The President shall appoint, subject to confirmation by the Board of Directors, special committees as deemed necessary.
 
Section 3.      Organization.     All committees shall be of such size and shall have such duties, functions and powers as may be assigned to them by the President or the Board of Directors, except as otherwise provided in these Bylaws.
 
Section 4.      President.          The President shall be an ex‑officio member of all standing committees and shall be notified of their meetings.
 
Section 5.      Action without Meeting:  Any committee may act by unanimous consent in writing without a meeting.  The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more of the members of the committee.
 
Section 6.      Attendance by Telephone:  Members of a committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Such participation shall be at the discretion of the President and shall constitute presence at the meeting.
 
Section 7.      Attendance.   Any Committee Member who fails to attend three (3) regular or special meetings of the Committee, without excuse acceptable to the Chair of the Committee, shall be deemed to have resigned from the Committee and the vacancy shall be filled as herein provided for original appointees.
 
ARTICLE XIV ‑ FISCAL AND ELECTIVE YEAR
 
Section 1.      The fiscal year of the Association shall commence November 1st. 
 
Section 2.      The elective year of the Association shall commence October 1st.
 
ARTICLE XV ‑ RULES OF ORDER
 
Section 1.      Robert's Rules of Order, latest Edition, shall be recognized as the authority governing the meetings of the Association, its Board of Directors and committees, in all instances wherein its provisions do not conflict with these Bylaws.
 
ARTICLE XVI AMENDMENTS
 
Section 1.      These Bylaws may be amended by majority vote of the REALTOR® Members present and qualified to vote at any meeting at which a quorum is present, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting, except the Board of Directors may, at any regular or special meeting of the Board of Directors at which a quorum is present, approve amendments which are mandated by NATIONAL ASSOCIATION OF REALTORS® policy; provided notice of such mandates are distributed to members, in writing.  Article IX may be amended only by a majority vote of all REALTOR® Members.
 
Section 2.      Notice of all meetings at which such amendments are to be considered shall be given to every REALTOR7 Member eligible to vote at least one week prior to the time of the meeting.
 
Section 3.      Amendments to these Bylaws affecting the admission or qualification of REALTOR®  and Institute Affiliate Members, the use of the terms REALTOR®, REALTORS®, or any alteration in the territorial jurisdiction of the Association, shall become effective upon their approval by the Board of Directors of the National Association.
 
ARTICLE XVII ‑ DISSOLUTION
 
Section 1.      Upon the dissolution of this Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to Opportunity House, Sycamore, Illinois, or within its discretion, to any other nonprofit and tax exempt educational or charitable institution.
 
NOTE:  The HomeTown Association of REALTORS® does not own or operate a Multiple Listing Service for it’s members.  Members may participate as a subscriber in the Regional Multiple Listing Service, Midwest Real Estate Data, LLC  through the HomeTown Association of REALTORS®.  All rules and regulations are governed by Midwest Real Estate Data, LLC.                   
 
 
REVISED 11/2017