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Part 8: Board Bylaw Provisions Authorizing a Commercial Information Exchange as a Wholly Owned Subsidiary Corporation of the Board

Part 8: Board Bylaw Provisions Authorizing a Commercial Information Exchange as a Wholly Owned Subsidiary Corporation of the Board

(Adopted 11/88)

Article ________________

Section 1—Authority: The Board of REALTORS® shall maintain for the use of its members a Commercial Information Exchange (CIE) which shall be a lawful corporation of the state of ________________, all the stock of which shall be owned by this Board of REALTORS®. M

Section 2—Purpose: The CIE serves as an information exchange. Participants who have been retained by sellers of commercial or industrial property to market those properties may submit information on those properties to the CIE and Participants who have been retained by buyers of commercial or industrial property may submit information on the type(s) of property sought to the CIE. Any compensation agreements related to property included in the Exchange compilation must be made on an individual basis outside the CIE between the Participants involved.

A Commercial Information Exchange is not a Multiple Listing Service. No offers of cooperation and compensation are communicated by filing information on a property with the CIE. (Amended 4/92) M

Section 3—Governing Documents: The Board of Directors shall cause any Commercial Information Exchange established by it pursuant to this Article to conform its corporate charter, constitution, bylaws, rules, regulations, policies, practices, and procedures at all times to the Constitution, Bylaws, rules, regulations, and policies of the National Association of REALTORS®. M

Section 4—Participation: Any REALTOR® of this or any other Board who is a principal, partner, corporate officer, or branch manager acting on behalf of a principal, without further qualification, except as stipulated otherwise in these bylaws*, shall be eligible to participate in the Commercial Information Exchange upon agreeing in writing to conform to the rules and regulations thereof and to pay the costs incidental thereto. However, no individual or firm, regardless of Board membership status, is eligible for CIE participation or membership status unless they hold a current, valid real estate broker’s license and are capable of accepting and offering compensation to and from other Participants or to those individuals who are licensed or certified by a state regulatory agency to engage in the appraisal of real property. Licensees affiliated with CIE Participants are not considered “participants” or “members” of the Exchange, but rather have access to and use of the Exchange information by virtue of their affiliation with the Exchange Participant. None of the foregoing is intended to preclude a CIE from providing, as a matter of local determination, access to information from CIE compilations to affiliate members of Boards or to others engaged in recognized fields of real estate practice or in related fields. (Amended 11/97) M

Optional Provision for Establishing Nonmember Participatory Rights (“Open Exchange”)

A nonmember applicant for CIE participation who is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal, shall supply evidence satisfactory to the Membership Committee that he has no record of recent or pending bankruptcy; has no record of official sanctions involving unprofessional conduct; agrees to complete a course of instruction (if any) covering the CIE rules and regulations and computer training related to CIE information entry and retrieval, and shall pass such reasonable and non-discriminatory written examination thereon as may be required by the CIE; and shall agree that if elected as a Participant, he will abide by such rules and regulations and pay the CIE fees and dues, including the nonmember differential (if any), as from time to time established. Under no circumstances is any individual or firm entitled to CIE participation or membership unless they hold a current, valid real estate broker’s license and are capable of offering and accepting 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 a Board CIE is strictly limited to the activities authorized under a Participant’s licensure(s) or certification and unauthorized uses are prohibited. None of the foregoing is intended to preclude a CIE from providing, as a matter of local determination, access to information from CIE compilations to affiliate members of Boards or to others engaged in recognized fields of real estate practice or in related fields. Further, none of the foregoing is intended to convey participation or membership or any right of access to information developed by or published by a Board CIE where access to such information is prohibited by law. (Amended 11/97)

*Optional qualifications which may be adopted at the local Board’s discretion: Any applicant for CIE participation and any licensee (including licensed or certified appraisers) affiliated with a CIE Participant who has access to and use of the CIE-generated information shall complete an orientation program of no more than twelve (12) classroom hours devoted to the CIE rules and regulations and computer training related to CIE information entry and retrieval. (Amended 11/96)

Boards are not required to establish prerequisites for CIE participation beyond holding REALTOR (principal) membership in a Board. However, if the Board wishes to establish prerequisites for CIE participation or access to CIE-generated information, the requirement of attendance at an orientation program is the most rigorous prerequisite that may be required. (Amended 2/94)

Note 1: The requirements of (1) no record of recent or pending bankruptcy; (2) no record of official sanctions involving unprofessional conduct; and (3) completion of a course of instruction on the CIE rules and regulations and computer training related to CIE information entry and retrieval may be deleted from this Section at the option of each Board/Association. In states where law requires non-Board members be admitted to the CIE of a Board of REALTORS®, any limitations or restrictions imposed on participation or membership shall be no more stringent than permissible under the National Association’s Membership Qualification Criteria. However, in states where non-Board member access to the CIE is not a requirement of state law, Boards may, at their discretion, establish additional qualifications for non-Board member participation and membership in the CIE. (Amended 11/96)

Note 2: A Board may also choose to have the Membership Committee consider the following when determining a nonmember applicant’s qualifications for CIE participation or 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 this or any other Association or Association CIE

Section 5—Subscribers: Subscribers (or users) of the CIE include non-principal brokers, sales associates, and licensed and certified appraisers affiliated with Participants. (Optional provision: Subscribers also include affiliated unlicensed administrative and clerical staff, personal assistants, and individuals seeking licensure or certification as real estate appraisers who are under the direct supervision of a CIE Participant or the Participant’s licensed designee.) (Adopted 4/92) M

Section 6—Removal of Officers and Directors: In the event that an Officer or Director of the Commercial Information Exchange 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:

  1. A petition requiring the removal of an Officer or Director and signed by not less than one-third of the Participants or a majority of all Directors of the CIE shall be filed with the President of the CIE, 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 to be disqualified from further service.
  2. Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the Participants of the CIE 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.
  3. The special meeting shall be noticed to all Participants at least ten (10) days prior to the meeting, and shall be conducted by the President of the CIE 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 or the hearing by the Participants. Provided a quorum is present, a three-fourths vote of Participants present and voting shall be required for removal from office.
  4. Any vote taken by the Participants to remove an Officer or Director must ultimately be confirmed by a majority vote of the Directors of the shareholder(s). Notwithstanding the foregoing, the shareholder(s) may remove an Officer or Director by a majority vote of the Directors of the shareholder(s). (Adopted 11/96) R