This communication intends to inform you of the work and resulting recommendations of the 2021 Governance Task Force. In the Fall of 2021, a Governance Task Force was formed to review the election process, the process of filling vacancies on the Board of Directors, and making recommendations to the Board of Directors. The Task Force was chaired by Bob Bax and included a mix of current and past directors and leadership. At its May meeting, the Board of Directors approved several Task Force recommendations.
The following governance changes, approved by the Board of Directors, necessitate changes to the bylaws, which require approval from our REALTOR® members. A majority vote of all REALTOR® members, in good standing, is required to approve a bylaws change.
All of the ballot questions before you relate to "ARTICLE XI – OFFICERS AND DIRECTORS." These questions are presented as five (5) separate recommendations relating to Article XI, as follows:
The first recommendation is to link the position of Treasurer to the other elected officer positions. Under this proposal, after serving as Treasurer, an individual would automatically become President-Elect, then President, then Immediate Past-President.
[Note: If this recommendation is adopted, the winning candidate for the 2023 Treasurer’s position would automatically succeed to President-Elect in 2024.]
Additionally, this recommendation would require that in order to serve as an officer, an individual must have had at least two (2) years of prior experience as a director of the Association, with the second year of experience occurring no less than three (3) years after the effective date of the beginning of their service as an officer.
EXPLANATION / RATIONALE:
The Treasurer position is currently a one-year commitment. This proposal provides that the Treasurer would continue on through the chain of leadership, becoming President-Elect (then President, then Immediate Past-President) upon the conclusion of their one-year term as Treasurer, thus ultimately making this a four-year commitment. The reasoning behind this is the belief that this will ultimately help to better prepare individuals who aspire to serve as President-Elect, President, and Immediate Past- President. If this recommendation is adopted, the winning candidate for the 2023 Treasurer’s position would automatically succeed to President-Elect in 2024.
While St. Louis REALTORS®' bylaws provide that the President-Elect and President shall be afforded director positions from its NAR director allocation, last year, the NAR Directors implemented recommendations from the NAR Governance Game Changer Presidential Advisory Group (PAG) setting forth qualifications to serve as a NAR Director. Having the knowledge a full year in advance that an individual will serve as President-Elect will enable them to better prepare for and comply with the new minimum qualifications for NAR Directors.
The requirement that a Treasurer candidate must have recently served on the Board of Directors helps to ensure that future officers are familiar with the focus and direction of the Board of Directors and creates consistency as the board advances the mission of the association. While the current bylaws do establish a two-year service requirement to run as a candidate for an officer, there is no “recency” requirement. For example, under the current bylaws, it is possible for an individual who hasn’t served on the board of directors within the past ten years to run for office. This proposal institutes a “recency” requirement which provides that in order to serve as an officer, an individual must have served as a director for at least two (2) years, with the second year concluding no more than three (3) years after taking office. While this does limit the pool of eligible candidates, it is for good reason.
Also, it should be clarified that the changes to the newly proposed Section 3 (c) related to firm or franchise limits are not a substantive change but rather a clean-up measure. When the bylaws were last amended in 2019, the maximum number of Members allowed to serve as officers and/or directors of the association, at any given time, from a specific firm or franchise was reduced from five (5) to four (4). The impetus for this reduction was the elimination of the REALTOR®--Associate membership category in 2019, which reduced the overall size of the Board of Directors from 23 to 20 (to be fully realized in 2023). While the maximum number allowed to serve from any firm or franchise was reduced to four (4), the threshold language, explaining what should happen if the number exceeds four (4), was not amended. This was an oversight, and this language addresses that oversight.
By voting YES to recommendation #1, you are voting to approve the following proposed verbiage changes:
Section 1. Officers;
Section 3. Board of Directors with the exception of subparagraph (f) dealing with the elimination of the seat for the Commercial Board President-elect (this will be a separate question); and,
Section 4. Election of Officers and Directors with the exception of newly proposed subparagraph (d) pertaining to the creation of additional seats due to a merger and newly proposed subparagraph (f) pertaining to the seat for the Commercial Board President-elect (These are posed as separate questions).
The second recommendation is to add a merger clause that gives the Board of Directors the authority to add seats to the Board of Directors, to be extended to a merger partner in the case of a merger, in such number as it sees fit until January 1, following the next election of directors.
EXPLANATION / RATIONALE:
In the event of a merger with one or more other boards/associations, this would allow the Board of Directors to immediately offer a voice to a prospective merger partner on the Board of Directors until the next election cycle.
By voting yes to recommendation #2, you are voting to approve the following proposed verbiage changes:
Section 4. Election of Officers and Directors, newly proposed paragraph (d)
The third recommendation is to provide for vacancies on the Board of Directors to be filled by the next highest vote-getter from the prior election. That individual would serve until the next election, at which time the seat would be filled through a vote of the membership. If there is no next highest vote-getter, the position would be filled by the Board of Directors.
RATIONALE: This establishes a consistent means of filling vacancies on the Board of Directors until the next election and also takes into account the desires of the voting membership.
By voting YES to recommendation #3, you are voting to approve the following proposed verbiage changes:
Section 7. Vacancies
The fourth recommendation makes notable changes to the process for the removal of a director or officer. This change provides for the removal of an officer or director, with or without cause, by a 3⁄4 vote of the Board of Directors. This change also maintains the ability to remove an officer or director by member petition, spelling out the petition process for doing so and the type of meeting at which such removal shall be considered (e.g., in-person, virtual, or a combination of the two).
RATIONALE: This streamlines the process by which an officer or director can be removed by the Board of Directors. These changes also modify the process (taking into account current technologies) by which a member may petition the removal of an officer or director (allowing for electronic signatures) as well as the nature of the membership meeting (e.g., in-person, virtual or hybrid) to discuss removal.
By voting YES to this recommendation, you are voting to approve the following proposed verbiage changes:
Section 8. Removal of Officers and Directors
The fifth recommendation eliminates the Commercial Division President-Elect position from the Board of Directors.
RATIONALE: The President and President-Elect of the Commercial Division currently have a seat on this board. The intent behind this was to give a voice to the Commercial Division. If the President-Elect automatic appointment were to be eliminated, the Commercial Division still has a voice through its President. Not only would this reduce the time commitment to serve as an officer of the Commercial Division, which might be appealing to some, but it is consistent with the overall reduction in the size of the Board of Directors over the past three years. The elimination of the REALTOR-ASSOCIATE® membership category in 2019 reduced the Board of Directors from 23 to 20 to be fully realized in 2023. Lastly, members of the Commercial Division can run as At-Large directors currently; thus, nothing would preclude a member of the Commercial Division from running for an At-Large seat on the Board of Directors.
By voting YES to this recommendation, you are voting to approve the following proposed verbiage changes:
Section 3.
Board of Directors, elimination of existing paragraph (f)
Section 4.
Election of Officers and Directors, new paragraph (f)