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Missoula County Association of REALTORS®, Inc. Bylaws

ARTICLE I — Name (Required to be adopted verbatim by NAR)

Section 1.  Name.

The name of this organization shall be the Missoula County Association of REALTORS®, Incorporated, hereinafter 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 — Definitions

“Authenticated electronic identification” includes any email address or other electronic identification designated by a user, including a corporation, for electronic communications.

“Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

“Notice” may be communicated in person; by telephone, telegraph, facsimile or other form of electronic, wire or wireless communication; or by mail or private carrier.

“Present” or “presence” includes any form of electronic, virtual, or digital presence authorized by the Articles of Incorporation or these bylaws.

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“Remote Communication” includes communication made by conference telephone call, internet, electronic, remote technology, or similar communication through which all participants in the meeting have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the participants, pose questions, and make comments.

“Sign” or “signed” means with present intent to authenticate or adopt a record:

(a) to execute or adopt a tangible symbol;

(b) to attach to or logically associate with the record an electronic sound, symbol or process.

“Vote” or “voting” includes, but is not limited to, the giving of consent in the form of a record electronically or by written ballot and written consent.

Written or “in writing” means any record in tangible or electronic form or any form allowed under title 30, chapter 18, part 1 of the Montana Code Annotated.

“Written notice” to a member is effective when delivered or mailed if it is mailed postpaid and correctly addressed to the member’s address shown in the corporation’s current record of its members.

ARTICLE III — Objectives (Required to be adopted verbatim by NAR)

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 Montana 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, those individuals authorized to use the term REALTOR® and REALTORS® as licensed, prescribed, and controlled by the NATIONAL ASSOCIATION OF REALTORS®.

ARTICLE IV — Jurisdiction (Required to be adopted verbatim by NAR)

Section 1.  The territorial jurisdiction of the Association as a member of the NATIONAL ASSOCIATION OF REALTORS® shall include Missoula County, Montana.

Section 2. Territorial jurisdiction is defined to mean:

(a)  The right and duty to control the use of the term 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 V — Membership Classifications and Qualification

NOTE:  Article IV, Section 2, of the NAR Bylaws prohibits Member Boards from knowingly granting REALTOR® membership to any applicant who has an unfulfilled sanction pending which was imposed by another Board or Association of REALTORS® for violation of the Code of Ethics.

Section 1.  Application.

 (a) Application for membership shall be made in such a manner and form as may be prescribed by the Board of Directors and made available to anyone requesting it. The applicant shall, with the form of application, have access to a copy of the Bylaws, constitution, Rules and Regulations, and Code of Ethics.

(b) All applicants consent that the Association  may invite and receive information and comment about the applicant from any member or other persons, and  agree 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.

(c) The Association may require applicants to complete  instruction covering the Bylaws and Rules and Regulations of the Association, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®

(d)  The Association may require applicants to take and  pass such reasonable and nondiscriminatory written examinations thereon as may be required.

(e) The Association will also consider the following in determining an applicant’s qualifications for REALTOR® membership:

1. All final findings of Code of Ethics violations and violations of other membership duties in any other association within the past three (3) years

2. Pending ethics complaints (or hearings)

3. Unsatisfied discipline pending

4. Pending arbitration requests (or hearings)

5. Unpaid arbitration awards or unpaid financial obligations to any other association or association MLS

6. any misuse of the term REALTOR® or REALTORS® in the name of the applicant’s firm. (Amended 06/2006).

“Provisional” membership may be granted in instances where ethics complaints or arbitration requests (or hearings) are pending in other associations or where the applicant for membership has unsatisfied discipline pending in another association (except for violations of the Code of Ethics; See Article V, Section 2(a) NOTE 2) provided all other qualifications for membership have been satisfied. Associations my reconsider the membership status of such individuals when all pending ethics and arbitration matters (and related discipline) have been resolved or if such matters are not resolved within six months from the date that provisional membership is approved. Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of REALTOR® membership. If a member resigns from another association with an ethics complaint or arbitration request pending, the association may condition membership on the applicant’s certification that he/she will submit to the pending ethics or arbitration proceeding (in accordance with the established procedures of the association to which the applicant has made application) and will abide by the decision of the hearing panel. (Optional)

Section 2.  Primary and secondary REALTOR® Members.

(a)    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” association.

(b)   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 association in which one of the firm’s principals holds REALTOR® membership, shall be required to hold REALTOR® membership unless otherwise qualified for Institute Affiliate Membership as described in Article IV, Section 6. (amended 02/03)

NOTE:  REALTOR® Members may obtain membership in a ‘secondary’ Board in another state.

Section 3.   REALTOR® Members who are sole proprietors, partners, corporate officers, or branch office managers.

(a)  REALTOR® Members whether primary or secondary are individuals who, as sole proprietors, partners, or 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, or building, developing, or subdividing real estate who maintain or are associated with an established real estate office  in the state of Montana or a state contiguous thereto.

(1)  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.

(2) Each is required to hold REALTOR® Membership individually (except as provided in Article IV – Section 2 (b) above) in a Board of REALTORS® within the state or a state contiguous thereto unless otherwise qualified for Institute Affiliate Membership as described in Article IV – Section 6.

(b) Franchise REALTOR® Members are 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 indoctrintion classes or other similar requirements; the right to use the term REALTOR® in connection with their franchise organization’s name; and the right to hold elective office in the local board, state association and National Association. (amended 02/03)

(c)  Applicants for REALTOR® Membership who are  sole proprietors, partners, corporate officers, or branch office managers of a real estate firm shall supply evidence satisfactory to the Board of Directors that they are actively engaged in the real estate profession, and maintains a current, valid real estate broker’s or salesperson’s or property manager’s license or are licensed or certified by an appropriate state regulatory agency to engage in the appraisal or 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 sanctions involving unprofessional conduct, agrees to complete a course of instruction covering the Bylaws and Rules and Regulations of  MCAR, the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and shall pass such reasonable and nondiscriminatory written examination thereon as may be required by the Program, and shall agree that if elected to membership, they will abide by such Constitution, Bylaws, Rules and Regulations, and Code of  Ethics.

CONTINUING  MEMBER CODE OF ETHICS TRAINING

Effective January 1, 2001, through December 31, 2004, and for successive four 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 four year cycle shall not be required to complete additional ethics training until a new four year cycle commences.

Failure to satisfy this requirement shall be considered a violation of a membership duty for which REALTOR® membership shall be suspended until such time as the training is completed.

Members suspended for failing to meet the requirement for the first four (4) year cycle (2001 – 2004) will have until December 31, 2005 to meet the requirement. Failure to meet the requirement by that time will result in automatic termination of membership.

Failure to meet the requirement for the second (2005 – 2008) cycle and subsequent four (4) year cycles will result in suspension of membership for the first two months (January and February) of the year following the end of any four (4) year cycle or until the requirement is met, whichever occurs sooner. On March 1 of that year, the membership of member who is still suspended as of that date will be automatically terminated. (Adopted 1/01, revised 5/05)

NO RECENT OR PENDING BANKRUPTCY is intended to mean that the applicant or any real estate firm in which the applicant is a sole proprietor, general partner,  corporate officer, or branch office manager is not involved in any pending bankruptcy or insolvency proceedings or, has not been adjudged bankrupt in the past three (3) years.  If a bankruptcy proceeding as described above exists, membership may not be rejected unless the Association establishes that its interests and those of its members and public could not be adequately protected by requiring that the bankrupt applicant pay cash in advance for Association and MLS fees for up to one (1) year from the date that membership is approved or from the date that the applicant is discharged from bankruptcy (whichever is later).  In the event that an existing member initiates bankruptcy proceedings, the member may be placed on a “cash basis” from the date that bankruptcy is initiated until one (1) year from the date that the member has been discharged from bankruptcy.

NO RECORD OF OFFICIAL SANCTIONS INVOLVING UNPROFESSIONAL CONDUCT is intended to mean that the Association may only consider judgments within the past three (3) years of violations of (1) civil rights laws; (2) real estate license laws; (3) or other laws prohibiting unprofessional conduct against the applicant rendered by the courts or other lawful authorities, and (4) findings of violations of the REALTORS® Code of Ethics resulting in suspension or expulsion from any Member Board/Association in which applicant is or was a Member.

Section 4.  Designated REALTOR® Members.

(a) Each firm shall designate in writing one REALTOR® Member who shall be responsible for all duties and obligations of Membership including the obligation to arbitrate pursuant to Article 17 of the Code of Ethics and the payment of Association dues as established in Article XI, Section 7 of the Bylaws.

(b) 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 IV, Section 3, of the Bylaws.

Section 5.  REALTOR® Members who are other than sole proprietors, partners, corporate officers, or branch office  managers

REALTOR® Members, whether primary or secondary, are 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 Designated REALTOR® Member of the Association or of another Association if a secondary member.

(a)  Applicants must meet the following criteria:

Be actively engaged in the real estate profession

Hold a current, valid real estate brokers or salespersons license

Are licensed or certified to engage in the appraisal of real property or

Are licensed in property management

Are associated either as an employee or as an independent contractor

Section 6. Institute Affiliate Members.

Institute Affiliate Members are individuals who   (amended 02/03)

(a) hold a professional designation awarded by a Institute, Society, or Council affiliated with the NATIONAL ASSOCIATION OF REALTORS® that addresses a specialty area other than residential brokerage or

(b) 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.

Section 7.  Membership obligations–REALTOR® Members

Applicants for REALTOR® Membership either as sole proprietors, partners, corporate officers, or branch office managers, and those associated with Designated REALTORS® agree to

(a)  Abide by the Code of Ethics of the National Association of REALTORS®, including  the obligation to arbitrate controversies arising out of real estate transactions as specified by Article 17 and as further specified in the Code of Ethics and Arbitration Manual of the National Association as from time to time amended

(b) Abide by the Bylaws and Rules and Regulations of the Association

(c) Abide by the Bylaws of the State Association

(d) Abide by the Constitution and Bylaws of the National Association

Section 8. Membership obligations–Institute Affiliate Members

Institute Affiliate Members shall  abide by the Constitution, Bylaws and Rules and Regulations of the Local Board, The State Association, and the National Association, and further, are encouraged to abide by the principles established by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS, but are not subject to disciplinary authority of the local Member Board with regard to conduct inconsistent with the Code of Ethics. (amended 02/03)

Section 9. Affiliate Members.

Affiliate Members shall be individuals or firms who, while not engaged in the real estate profession as defined in Sections 2 through 6 are engaged in support service industries whose activities directly support real estate transactions with REALTORS®.

(amended 03/03)

(a) Affiliate Membership shall also be granted to individuals licensed or certified to engage in real estate practice who, if otherwise eligible, do not elect to hold REALTOR® membership in the board, provided the applicant is engaged exclusively in a specialty of the real estate business other than brokerage of real property.

Section 10. Honorary Members.

Honorary members shall be individuals who are not engaged in the real estate profession, and who have performed notable service for the real estate profession, for the Association, or for the public.

Section 11. Product/Service Members

Product/Service Members shall be individuals or firms who are not actively engaged in the sale, brokerage, or management of property, who do not otherwise qualify as REALTOR® members under Article IV Sections 3 and 5, who do not elect to be REALTOR® members under Article IV Section 9(a), and who provide products or services related to one of the above named real estate specialties, and who, if otherwise eligible, choose not to belong to the Montana Association of REALTORS®.

ARTICLE VI–Election to Membership

Section 1.  The procedure for election to membership shall be the responsibility of the

Board of Directors. (amended 10/03)

(a) 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 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 120 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.

(b) Orientation programs must meet the learning objectives and minimum criteria established from time to time by the NATIONAL ASSOCIATION OF REALTORS®.

Section 2.  Election  The procedure for election to membership shall be as follows:

(a)   Applicants for REALTOR® (and REALTOR-ASSOCIATE®, where applicable) membership shall 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® (or REALTOR-ASSOCIATES®) and shall  be subject to all of the same privileges and obligations of membership. Provisional membership is granted subject to subsequent review of the application by the Board of Directors. 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 120 days from the association’s receipt of their application, membership may, at the discretion of the Board of Directors, be terminated. (amended 10/03)

(b)  Dues shall be computed from the date of application and shall be non refundable unless the association’s Board of Directors terminates the individual’s membership in accordance with subsection (a) above. In such instances, dues shall be returned to the individual less a prorated amount to cover the number of days that the individual received association services and any application fee. (amended 10/03)

(c) The Board of Directors may not terminate any provisional membership without providing the provisional member with advance notice, an opportunity to appear before the Board of Directors, to call witnesses on his behalf, to be represented by counsel, and to make such statements as he 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. (amended 10/03)

(d) If the Board of Directors determines that provisional membership should be terminated, it shall record its reasons with the Secretary. If the Board of Directors believes that termination of provisional membership may become the basis of litigation and a claim of damage by a provisional member, it may specify that termination shall become effective upon entry in a suit by the Board for a declaratory judgment by a court of competent jurisdiction of a final judgment declaring that the termination violates no rights of the individual. (amended 10/03)

Section 3. Changes to the conditions under which membership is held

REALTORS® who change the conditions under which they hold membership shall be required to provide written notification to the Association within 30 days after the change.

(a) Non-principal REALTORS® who become principals in the firm with which they have been licensed or who become principals in new firms which will be comprised of REALTOR® principals are required to satisfy any previously unsatisfied membership requirements applicable to REALTOR® principal Members

(b) During the period of transition from non-principal to principal status of membership, REALTORS® shall be subject to all of the privileges and obligations of a REALTOR® principal.

(c) If non-principal REALTORS® do not satisfy the requirements established in these Bylaws for REALTOR® principals within 30 days of the date they advised the Association of the change,  their membership status as principal will terminate automatically.

(1) 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.

(2) If the new principal is the Designated REALTOR® dues shall be allocated beginning with the first month following the completion of the change.

Section 4. REALTORS® who are transferring their 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 30 days of the date MCAR is advised of the disaffiliation with the current firm, membership will terminate automatically unless otherwise so directed by the Board of Directors.

Section 5. Effective January 1, 2001, through December 31, 2004 and for successive four year periods thereafter, each REALTOR® member of MCAR 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 Montana 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 for membership in another association and REALTOR® members who have completed the New Member Code of Ethics Orientation during any four year cycle shall not be required to complete additional ethics training until a new four year cycle commences. Failure to satisfy this requirement shall be considered a violation of a membership duty for which REALTOR® membership shall be suspended until such time as the training is completed.

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

Members suspended for failing to meet the requirement for the first four (4) – year cycle (2001 through 2004) will have until December 31, 2005 to meet the requirement. Failure to meet the requirement by that time will result in automatic termination of membership.

Failure to meet the requirement for the second (2005 through 2008) cycle and subsequent four (4) – year cycles will result in suspension of membership for the first two months (January and February) of the year following the end of any four (4) – 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. (Adopted 1/01, revised 5/05)(Required to be adopted verbatim by NAR)

ARTICLE VII — Privileges and Duties of Membership and Sanctions for Violations

Section 1.  Privileges

REALTOR® Members in good standing, whether primary or secondary, whose financial obligations are paid in full may:

(a) use the term REALTOR® and REALTORS® subject to the provisions of Article IX.

(b) may vote and hold office.

Section 2.  Duties of REALTOR® Members

(a)  REALTOR® Members have the primary responsibility to safeguard and promote the standards, interests, and welfare of the Association and the real estate profession.

 Section 3.  Duties of Designated REALTORS®

In addition to all other membership duties,  Designated REALTOR®  Members of the Association shall certify to the Association at least on a yearly basis, on a form provided by the Association, a complete listing of all individuals licensed with the REALTOR® office(s) and shall designate a primary association for each individual who holds membership.

These declarations shall be used for purposes of calculating dues under Article XI, Section 7(a)1 & 2 of the Bylaws.

(a) Designated REALTORS® shall also identify any non-member licensees in the REALTOR’S® office(s)

(b)  If Designated REALTOR® dues have been paid to another association based on said non-member licensees, the Designated REALTOR® shall identify the association to which dues have been remitted.

(c)  Designated REALTOR® members shall also notify the Association of any additional individual(s) licensed or certified with the firm or of any severance of affiliation with the firm by a licensee within thirty (30) days of the date of affiliation or severance of the individual. Failure to do so may be considered a violation of Membership Duties and Obligations and addressed in accordance with Article VI Section 8.   (Amended 12/2008)

Section 4.  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 REALTOR® , REALTOR®-Associate, or the REALTOR® logo; to serve as President of MCAR; or to be a Participant in the MCAR Multiple Listing Service. (amended 02/03)

Section 5.  Affiliate Members.

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

Section 6.  Honorary Members.

Honorary membership shall confer only the right to attend meetings and participate in discussions.

Section 7.  Product/Service Membership.

Product/Service Membership is not a voting membership and shall confer only the right to attend meetings and participate in discussions.

Section 8. Sanctions for violating Membership Duties and Obligations– REALTOR® Members

(a) REALTOR® Members may be found in violation of these Bylaws and Association Rules and Regulations not inconsistent with these Bylaws or the Code of Ethics after a hearing as provided in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®.

(b) REALTOR® Members who are found in violation may receive the following sanctions from the Board of Directors  provided that the discipline is consistent with the discipline authorized by the Professional Standards Committee of the NATIONAL ASSOCIATION OF REALTORS®:

(1) Reprimanded

(2) Fined

(3) Placed on probation

(4) Suspended

(5) Expelled

(c)Members other than REALTORS® 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.

Section 9. Harassment

Any member of the association may be reprimanded, placed on probation, suspended or expelled for harassment of an 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 first 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 First 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. (M 2010)

ARTICLE VIII–Termination of membership

Section 1.  Resignations

(a) Resignations of members shall become effective when received in writing by the Board of Directors.

(b) If any member submitting the resignation is indebted to the Association for dues, fees, fines, or other assessments of the Association for any of its services, departments, divisions or subsidiaries, the Association shall condition the right of the resigning member to reapply for membership upon payment in full of all such monies owed.

Section 2. Resignation with ethics complaint or arbitration request pending

(a) If  a member resigns from the Association or otherwise causes membership to terminate with an ethics complaint pending, that Board of Directors  may condition the right of the resigning member to reapply for membership upon the applicant’s certification that he/she will submit to the pending ethics proceeding and will abide by the decision of the hearing panel as may be permitted by state law.

(b) If  a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration continues in effect even after membership lapses or is terminated, provided that the dispute arose while the former member was a REALTOR®, as may be permitted by state law.

Section 3.  Suspension or expulsion of a principal in a firm, partnership, or corperation

If a REALTOR® member who is a principal in a firm, partnership, or corporation,  is suspended or expelled

(a) The firm, partnership, or corporation shall not use the terms REALTOR® or REALTORS® in connection with its business during the period of suspension.

(b)  The membership of all other principals, partners, or corporate officers shall suspend or terminate during the period of suspension of the disciplined member.

(c) The membership of REALTORS® other than principals who are employed by or affiliated as independent contractors with the member shall suspend or terminate during the period of suspension of the disciplined member

(1) Until readmission to REALTOR® membership or

(2) Unless connection with the firm, partnership, or corporation is severed.

Section 3.1  Notice of suspension or expulsion

If any action is taken against a REALTOR® member for suspension or expulsion under Article VII, Section 3,  notice of such action shall be given to all REALTORS® employed by or affiliated as independent contractors with such REALTOR® and they shall be advised that the provisions of Article VII, Section 3 shall apply.

Section 4.  Suspension or expulsion of a non-principal REALTOR®

If a REALTOR® member who is other than a principal in a firm, partnership, or corporation is suspended or expelled, the use of the terms REALTOR® or REALTORS® by the firm, partnership, or corporation shall not be affected.

ARTICLE IX — Professional Standards and Arbitration (Required to be adopted verbatim by NAR)

Section 1.  Incorporation of Code of Ethics and Arbitration Manual

The responsibility of the Association and Association members relating to the enforcement of the Code of Ethics, the disciplining of members and 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. Duties of members to arbitrate

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® as from time to time amended.

Section 3. Cooperative enforcement of the Code of Ethics
The  responsibility of the Board and of Board 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 MCAR, which by this reference is made a part of these Bylaws.

ARTICLE X — Use of the Terms REALTOR® and REALTORS® (Section 1-5 Required to be adopted verbatim by NAR)

Section 1.  Use of terms REALTOR® and REALTORS®

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 associations’s Code of Ethics and Arbitration Manual. (Amended 06/2006) R

Section 2.  Restriction in use of terms

REALTOR® Members of the Association shall have the privilege of using the terms 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.  Use of terms by principals in a firm, partnership, or corporation

A REALTOR® Member who is a principal of a real estate firm, partnership, or corporation may use the terms REALTOR® and 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 1(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 additionalplaces 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.  Restrictions in use of term by Institute Affiliate Members

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

Section 5.  (This paragraph reserved.)

ARTICLE XI — State and National Memberships (Required to be adopted verbatim by NAR)

Section 1.  Association as member of the National Association

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

Section 2.  Use of terms REALTOR® or REALTORS® by the Association

The Association recognizes the exclusive property right 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 a determination by the Board of Directors of the National Association that it has violated the conditions imposed upon the terms.

Section 3. Adoption of the Code of Ethics and its Enforcement

The Association hereby 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, and the Montana Association of REALTORS®.

ARTICLE XII — Financial Obligations

Section 1.   Expenditures.

The Board of Directors shall administer the finances of the Association

Section 2.  Deposit.

All money received by the Association for any purpose shall be deposited to the credit of the Association in a financial institution selected by resolution of the Board of Directors.

Section 3.  Application Fee.

The Board of Directors may adopt application fees which shall be required to accompany each application for membership and which shall become the property of the Association upon final approval of the application as follows:

(a)  REALTOR® Members:  a reasonable amount not exceeding three times the amount of the annual dues for REALTOR® Membership

(b)  Affiliate Members: an amount not to exceed the amount established for REALTOR® Members

Section 4. REALTOR® Members for dues billing.

For the purpose of this Section, a REALTOR® Member of a Member Association 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, or 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®.

Section 5.  Licensees associated with REALTOR® Members for dues billing.

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 below in the second and third paragraphs of this Section 5) provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, corporate office, or branch office manager of the entity.

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, manageing, 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 the Section and shall not be included in calculating the annual dues of the Designated REALTOR®.

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.

Section 6.  Establishing dues amount

The annual dues of members, except for Institute Affiliate Members, shall be an amount established annually by the Board of Directors and approved by the REALTOR® members.  Approval of the REALTOR® members shall mean a majority vote of the REALTOR® members present and qualified to vote at any meeting at which a quorum is present, provided that notice of voting on dues shall be plainly stated in the call for the meeting.

Section 7.  Dues for each membership category

Dues for each membership category shall be as follows:

(a) Designated REALTOR® members:Designated REALTORS® shall pay the established dues amount plus an assessment equal to the dues amount times the number of real estate salespersons and licensed or certified appraisers  or property managers who

(1) are employed by or affiliated as independent contractors, or who are otherwise directly or indirectly licensed with such REALTOR® members, and

(2) are not REALTOR® Members of any Association in the state or a state contiguous thereto (non-members) or Institute Affiliate Members of the Association.

(3) 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 MCAR.

(b) Non-member dues will not be assessed if

(1) the Designated REALTOR® has paid dues based on said non-member licensees in another Association in Montana or a state contigious thereto; and

(2) the Designated REALTOR®  has notified the Association in writing of the identity of the Association to which dues have been remitted.

(c) If two or more REALTOR® members are principals of the same firm, partnership, or corporation, then only the REALTOR® member designated from time to time in writing by the firm, partnership, or corporation, shall be required to pay non-member dues.

(d)  The annual dues of each REALTOR® member other than the Designated REALTOR® who is a principal, partner, or corporate officer in Montana or who is a principal, partner, corporate officer or branch officer manager in a state contiguous thereto shall be the established dues amount.

(e)  The annual dues of each REALTOR® member other than the Designated REALTOR® shall be the established dues amount.

(f) 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 ($75.00).  The National Association shall credit $25.00 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),. $25.00 of the 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 $25.00 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 fes or dues for Institute Affiliate Members, but may provide service packages to which Institute Affiliate Members may voluntarily subscribe.

(g) The annual dues of each Affiliate member shall be in such amount as shall be established annually by the Board of Directors.

(h) Dues payable, if any, for honorary members shall be at the discretion of the Board of Directors.

(i)  The annual dues of each Product/Service Member shall be in such amount as shall be established annually by the Board of Directors.

Section 8.  Special provisions

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

Section 9.  Payment of dues

Dues shall be payable as follows

(a)   Renewal payment of membership dues for all members shall be payable yearly in advance on the first day of January.

(b)  Dues shall be computed from the date of application and granting of provisional membership.

(c)  Designated REALTOR® member dues shall be billed on a monthly basis.  The billing shall be a prorated assessment times the number of non-member licensees newly affiliated with the Designated REALTOR®, and shall be prorated for the year on a quarterly basis as of the date of affiliation with the Designated REALTOR® member.

Section 10.  Notice of 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 11.  Nonpayment of financial obligations.

(a) If dues, fees, fines, or other assessments including amounts owed to the Association or the Association’s Multiple Listing Service are not paid within thirty (30) days after the due date, the nonpaying Member of MOR shall be automatically dropped from membership and services suspended.  If the non-paying party is a member of another REALTOR® association who purchases services from MOR, the services shall be suspended. (amended 12/09, M 2010)

(b)  Disputes regarding financial obligations are handled as follows:

(1) the member must notify the Association in writing within ten (10) days after the date on which such financial obligation was due, or waive such objection.

(2) Directors who shall determine its merit and notify the non-paying member of its decision, in writing, within ten days of its receipt of such notice.

(3)  The member shall pay the amount determined by the Directors as owing, within ten days of the date of the Directors’ decision, but in no event not later than thirty days after said financial obligation was initially due.

(c) A former Member who has had membership 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, departments, divisions, or subsidiaries 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.  (amended 04/10)

ARTICLE XIII — Officers and Directors

Section 1.  Duties of Officers.

The duties of the officers shall be such as their titles, by general usage, would indicate.  Additional duties may be assigned to them by 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 REALTORS® and the Montana Association of REALTORS®.

Section 2.  Officers.

(a) Elective officers of the Association shall be a President and President-elect and First Vice-President.   They shall be elected for terms of one year.  At the end of the one year term of the First Vice-President the name of the First Vice-President may be placed on the ballot by the Nominating Committee for President-elect.   At the end of the one year term of the President-elect, the President-elect shall automatically become President for a one year term.  In the event the President-elect does not for any reason become President, a President and President-elect shall be elected in the regular yearly election.

(b)  Appointed officers shall be a Secretary and Treasurer which shall be appointed by the President with ratification by the Board of Directors.

(c)  The Executive Officer shall serve as the Secretary.

Section 3.  Election of Officers and Directors. (amended 10/04)

(a) At least two months before the annual election a Nominating Task Force of five REALTOR® members, to include at least two past presidents, shall be appointed by the President with the approval of the Board of Directors.

(b) The Nominating Task Force shall select at least one candidate for each elective office and at least one candidate for each position to be filled among the additional directors.  If there is more than one candidate qualified for any position, all candidates shall be placed on the ballot.

(c) When moving to a new office, Directors shall fulfill the remainder of their terms unless doing so results in a number of Directors from that office which exceeds 25% of the total number of members eligible to vote on the Board of Directors, in which case the Director shall resign from the Board of Directors concurrent with the change of office and the vacancy filled in the same manner as any other vacancy. (amended 12/09)

(d) The Nominating Task Force shall report to the Board of Directors  and the report shall be provided to each REALTOR® member by direct mailing or publication or other such means at least six weeks preceding the election. (amended 10/03)

(e) Additional candidates for the offices and directorships to be filled may be placed in nomination by a petition signed by at least ten (10) of the REALTOR® members.  The petition shall be filed with the Secretary at least three weeks before the election.  The Secretary shall provide written notice of such additional nominations to all REALTOR® Members two weeks before the election by direct mailing or publication or other such means. (amended 10/03)

(f) All candidates shall be REALTOR® members in good standing.  Other criteria may apply as adopted from time to time and stated in Association policies.

(g) The election of  Officers and Directors shall either take place at the annual meeting or  election shall be by electronic or mail-in ballot. Ballots shall contain the names of all candidates and the positions for which they are nominated.

(i) Election at Annual Meeting by paper ballot: For an election to take place at the annual meeting,  absentee ballots will be available to qualified voters upon their written request for same. Absentee ballots must be returned to the Association office no later than close of business the day prior to the election. Paper ballots will be distributed to those members attending the meeting who are entitled to vote. Absentee ballots and written requests shall be delivered to the Election Task Force for inclusion in the final vote count to be conducted and announced at the Annual Meeting.

(ii) Election at Annual Meeting by Electronic or Mail in Ballot: For an election to take place by electronic or mail-in ballot, ballots will be made available to the membership entitled to vote by electronic means or at the request of the member, by paper ballot. The election shall be concluded by the close of business the day before the Annual Meeting with all ballots to be delivered to the Election Task Force for inclusion in the final vote count to be conducted and announced at the Annual Meeting.

(h) The President, with the approval of the Board of Directors, shall appoint an Election Task Force of at least three (3) REALTOR® members to conduct the election.  In case of a tie vote, the issue shall be determined by lot.

Section 4.  Board of Directors for the Missoula County Association.

The governing body of the Association shall be a Board of Directors consisting of:

(a) The elective officers, Treasurer, and Immediate Past President.

(b) Eleven additional REALTOR® members of the Association, who shall be elected to serve for terms of three years each.  The Directors elected each year shall be the number required to fill vacancies. (amended 10/03)

(c) Any Director who serves in more than one of the above listed capacities simultaneously shall have no more than one vote as a Director of the Missoula County Association of REALTORS®.

Section 5. Montana Association Directors.

Positions on the Montana Association Board of Directors shall be elected in the same manner as provided in Section 3 of this Article.

Section 6.  Vacancies.

Vacancies among the Officers and Directors shall be filled by the Board of Directors until the next annual election, at which time the position is filled for the remainder of the term. The President-elect position may be filled by an interim vice-president to assist the President with the duties until the annual election, when a President and a President-elect shall be elected.

Section 7.  Removal of Officers and Directors

(a) Directors and/or elected officers may be removed from their offices without cause, by the vote of the majority of the members at a special meeting called for such purpose.  The special meeting shall be conducted by the President, unless it is the President who is under consideration for removal, in which event the President-elect shall conduct the special meeting.

(b)  Officers not elected by the membership may be removed from their offices without cause by vote of the majority of the directors at a special meeting called for such purpose.

(c)  Directors and/or elected or appointed officers may be removed from their offices for lack of attendance or other reasons as specified in MOR policies and in accordance with the procedures outlined therein.   This subsection shall also apply to committee meetings. (Amended 12/2008)

ARTICLE XIV — Meetings

Section 1.  Annual Meetings.

a) An Annual Meeting of the Association shall be held each year, the date, place, and hour to be designated by the Board of Directors.

b) Members’ list for meetings. After fixing a record date for a notice of a meeting, an alphabetical list of the names of all members who are entitled to notice of the meeting shall be prepared. The list must show the address or authenticated electronic identification and number of votes each member is entitled to vote at the meeting. The list must be made available as prescribed by state law.

c) Remote communication. The Board of Directors may determine that the annual meeting of members will be held solely by means of remote communication. In addition, the members may participate in a meeting of the members by means of a conference telephone call or similar remote communication. Participating via remote communication constitutes being present at a meeting.

Section 2.  Meetings of Directors.

The Board of Directors shall designate a regular time and place of meeting.  Directors shall be removed for failure to attend two regular meetings with the approval of a majority of the Directors in office at the time of removal unless an excuse is submitted to the President and deemed valid by the Board of Directors at each meeting missed.  This shall apply to all standing committees and the Board of Directors.

Section 3.  Action by Directors without meeting

a) The Board of Directors can act without a meeting if the action taken is by unanimous consent.

b) The Board of Directors can act without a meeting by a telephone conference call provided that

1) The notice of the regular or special meeting is given in the manner required by these bylaws;

2) Directors participating in the meeting by telephone conference call constitute a quorum as required by these bylaws;

3)Action taken by Directors shall be the result of a vote which is consistent with the requirements of a quorum under Section 7(b).

Section 4.  Other Meetings.

Regular or special meetings of the members may be held at such times as the President or the Board of Directors or state law may determine or upon the request of at least five percent of the REALTOR® members.

Section 5.  Notice of Meetings.

Written notice of any regular meeting, including the time and place of the meeting, shall be given to every member entitled to participate in the meeting by publication, direct mail, or such other means that is fair and reasonable at least one week preceding each regular meeting.

Section 6.  Special Meetings.

To call a special meeting of the general membership, written notice shall be given to every member entitled to participate in any regular meeting at least ten (10) working days in advance.  To call a special meeting of the Board of Directors, written notice shall be given to every member entitled to participate in any regular Board of Directors meeting at least two (2) working days in advance.  Notice of any special meeting shall be accompanied by a statement of purpose, time, and place of meeting.

Section 7. Quorum.

A quorum for the transaction of business :

(a)  By the Association shall consist of ten percent of the REALTOR® members.

(b)  By the Board of Directors shall be one-third of the Directors in office.

(c)  By a committee shall be the number present provided the specified notice has been given.

Section 8. Ballots.

Ballots. Ballots may be delivered electronically as long as a member gives consent. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member or is authenticated electronic identification of a member, the Board is entitled to accept the vote, consent, waiver, or proxy and give it effect as the act of the member.

Secion 9. Remote Communication.

Attendance by Telephone or other Remote Communication. Members of any committee or Board of Directors  may participate in any meeting of the Committee or Board through the use of a conference telephone or other remote communication Such participation constitute presence at the meeting.

ARTICLE XV — Committees

Section 1.  Standing Committees. (amended 10/04)(amended 10/06)

The President may appoint from among Missoula County Association of REALTORS® members, subject to confirmation by the Board of Directors, the following standing committees: (amended 03/01/01)

Knowledge Services               Government Affairs

Administration/Finance          LiveMissoula!

(a)    Two Local Directors in addition to the President shall serve on each standing   committee.

(b)    In addition to the standing committees named above, the President will appoint Grievance and Professional Standards Committees for the enforcement of the Code of Ethics as specified in the Code of Ethics and Arbitration Manual.  Appointments to the Professional Standards Committee and Grievance Committee shall be consistent with the cooperative professional standards enforcement agreement of MCAR.

Section 2.  Special Committees.

The President shall appoint, subject to confirmation by the Board of Directors, special committees as may be deemed necessary.

Section 3. Organization.

All committees shall be composed of no fewer than three (3) members and shall have 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-elect and First Vice-President shall be ex-officio members of all standing committees and shall be notified of their meetings.

ARTICLE XVI — Fiscal and Elective Year

Section 1.  Establishing the fiscal and elective years

The fiscal and elective year(s) of the Association shall be such time period as shall be established from time to time by the Board of Directors and approved by the REALTOR® members.  Approval by the REALTORS® shall mean a majority vote at any meeting at which a quorum is present, provided that notice of voting on fiscal and/or elective year shall be plainly stated in the call for the meeting.

ARTICLE XVII—Rules of Order (Required to be adopted verbatim by NAR)

Section 1.  Adopting Robert’s Rules of Order

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 XVIII — Amendments

Section 1.   Amendment of Bylaws

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(s) shall be plainly stated in the call for the meeting.  Article X may be amended only by a majority vote of all REALTOR® members.

Section 2.   Notice of voting on amendments

Written notice of all meetings at which such amendments are to be considered shall be given to every REALTOR® member by publication, direct mail, or such other means that is fair and reasonable at least one week prior to the time of meeting.

Section 3.  Amendments affecting membership or territorial jurisdiction

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

Section 4.  Required Bylaws provisions
When the National Association of REALTORS®  mandates required changes in the Bylaws of local associations with a deadline for the adoption which precludes notice for the next scheduled Annual Meeting, those changes will be adopted by the Board of Directors of the Missoula County Association of REALTORS®  in compliance with the NAR mandate.  The changes will be submitted to the General Membership for ratification at their next Annual meeting. (amended 12/09)

ARTICLE XIX — Dissolution (Required to be adopted verbatim by NAR)

Section 1.  Distribution of assets

Upon the dissolution or winding up of the affairs of this Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to the Montana Association of REALTORS®, or, within the discretion of the Board of Directors, to any other non-profit, tax exempt organization.

ARTICLE XX — Multiple Listing

Section 1.  Authority.

The association of REALTORS® shall maintain for the use of its members a multiple listing service which shall be a lawful corporation of the state of Montana, the stock of which shall be owned only by associations of REALTORS®.

Section 2.  Purpose.

A Multiple Listing Service is a means by which authorized Participants make blanket unilateral offers of compensation to other Participants (acting either as subagents, buyer agents, or in other agency or non agency capacities defined by law); by which cooperation among participants is enhanced; by which  information is accumulated and disseminated to enable authorized Participants to prepare appraisals, analyses, and other valuations of real property for bonafide clients and customers; by which Participants engaging in real estate appraisal contribute to common databases; and is a facility for the orderly correlation and dissemination of listing information so participants may better serve their clients and the public. Entitlement to compensation is determined by the cooperating broker’s performance as a procuring cause of the sale (or lease.) (Request NAR 06)

Section 3.  Governing Documents.

The board of directors shall cause any multiple listing service established by it pursuant to this article to conform its Corporate Charter, Constitution, Bylaws, rules, regulations, and policies, practices, and procedures at all times to the Constitution, Bylaws, rules, regulations, and policies of the NATIONAL ASSOCIATION OF REALTORS®.

Section 4.  Participation.

Any REALTOR® of this or any other association who is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal, without further qualification, except as otherwise stipulated in these Bylaws, shall be eligible to participate in multiple listing upon agreeing in writing to conform to the rules and regulations thereof and to pay the costs incidental thereto.*  However, under no circumstances is any individual or firm, regardless of membership status, entitled to multiple listing service “membership” or “participation” unless they hold a current, valid real estate broker’s license and offer or accept compensation to and from other participants or are licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property.**  Use of information developed by or published by an association multiple listing service is strictly limited to the activities authorized under a participant’s licensure(s) or certification and unauthorized uses are prohibited.  Further, none of the foregoing is intended to convey “participation” or “membership” or any right of access to information developed by or published by an association multiple listing service where access to such information is prohibited by law. (Amended 11/08)

Mere possession of a broker’s license is not sufficient to qualify for MLS participation.  Rather, the requirement that an individual or firm offers or accepts cooperation and compensation means that the participant actively endeavors during the operation of its real estate business to list real property of the type listed on the MLS and/or to accept offers of cooperation and compensation made by listing brokers or agents in the MLS.  “Actively” means on a continual and ongoing basis during the operation of the participant’s real estate business.  The ‘’actively” requirement is not intended to preclude MLS participation by a participant or potential participant that operates a real estate business on a part-time, seasonal, or similarly time-limited basis or that has its business interrupted by periods of relative inactivity occasioned by market conditions.  Similarly, the requirement is not intended to deny MLS participation to a participant or potential participant who has not achieved a minimum number of transactions despite good faith efforts.  Nor is it intended to permit an MLS to deny participation based on the level of service provided by the participant or potential participant as long as the level of service satisfies state law. (Adopted 11/08)

The key is that the participant or potential participant actively endeavors to make or accept offers of cooperation and compensation with respect to properties of the type that are listed on the MLS in which participation is sought.  This requirement does not permit an MLS to deny participation to a participant or potential participant that operates a “Virtual Office Website” (VOW) (including a VOW that the participant uses to refer customers to other participants) if the participant or potential participant actively endeavors to make or accept offers of cooperation and compensation.  An MLS may evaluate whether a participant or potential participant actively endeavors during the operation of its real estate business to offer or accept cooperation and compensation only if the MLS has a reasonable basis to believe that the participant or potential participant is in fact not doing so.  The membership requirement shall be applied in a nondiscriminatory manner to all participants and potential participants. (Adopted 11/08)

Section 5.  Subscribers.

Subscribers (or users) of the MLS include non-principal brokers, sales associates, and licensed and certified appraisers affiliated with participants.

ARTICLE XXI-Broker Support Unit

(adopted 10/03)

Section 1.  Authority.

MCAR may maintain for the use of its Broker/Owner members a Broker Support Unit which shall be subject to the Bylaws and policies of MCAR.

Section 2.  Purpose.

The Broker Support Unit is a means whereby Brokers can:

1. Identify opportunities for cooperation to provide non-competitive business tools which will positively impact broker profitability

2. Identify cost-effective ways to participate in advanced management techniques, automation technologies, and electronic commerce

3.Participate in the development and delivery of such programs, products, services by MCAR

Section 3.  Limitations.

The Broker Support Unit may not:

1. Enter into any agreements separate from MCAR other than in its representative capacity on behalf of MCAR

2. Conduct any discussions or make any agreements which would place MCAR as an association and individual brokerages in jeopardy for anti-trust violations.

3. Proceed with any program, product, or service without a plan document that will detail a projected minimum return to MCAR.

4. Allocate more than $5,000 from MCAR reserves as seed money for any program, product or service without approval by the Board of Directors.

5. Adopt any plan which does not include the reimbursement from proceeds of any program, product, or service initially supported from MCAR reserves.

Section 4.  Participation.

The Broker Support Unit is open to all Broker/Owners of MCAR.  When there is more than one broker owner of an MCAR member firm, all may participate.

Section 5.  Operation.

The Broker Support Unit shall be chaired by a Broker/Owner appointed by the President.  The Chair may be appointed for no more than two consecutive terms.

The Executive Officer of MCAR is an ex-officio member of the Broker Support Unit and is responsible for its operation in compliance with MCAR governing documents.

Section 5.  Meetings.

The Broker Support Unit will meet quarterly or at the discretion of the BSU Chair.

ARTICLE XXII-Harassment

Section 1. Harassment

Any member of the association may be reprimanded, placed on probation, suspended or expelled for harassment of an association or MLS employee or Association Officer or Director after a hearing in accordance with the established procedures of the association. Disciplinary action may also consist of any sanction authorized in the association’s Code of Ethics and Arbitration Manual. 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. 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.