ABoR Board of Directors Bylaws Vote

Proposed Changes

The Board of Directors has approved three proposed amendments to Section 10.3(e)(2) of the Association’s Bylaws for membership vote under Article XIV. Below is a description of each proposed change, the redline showing the specific Bylaws language as drafted by Association Counsel, and the rationale for the change.

Proposed Change 1: Increase the maximum number of Directors affiliated with the same company from two (2) to three (3).

Redline: No more than two (2)three (3) Directors (including the President-Elect, President and Past-President serving as Directors pursuant to Section 10.3(c)) may be affiliated with the same company at the time of election. Any Director who becomes affiliated with a company that already has two (2)three (3) Directors serving shall be deemed to have resigned from the Board of Directors effectively immediately and the vacancy will be dealt with as herein provided. For purposes of this paragraph, the term “company” has the meaning specified in the Association’s Governing Policies.

Rationale: Ongoing consolidation in the real estate industry through mergers, acquisitions, and franchise reorganizations has concentrated more members under fewer corporate umbrellas. The current cap of two can disqualify well-qualified members from serving. Raising the cap to three reflects the current market while still limiting any single company to no more than 20% of a 15-member Board. The membership retains full authority to select the best leaders for the Association and marketplace through the election process, and this change trusts our members to exercise that judgment.

Proposed Change 2: The definitions of “company” and “affiliated with the same company” will be set by reference to the Association’s Governing Policies, as amended from time to time.

Redline: ...For purposes of this paragraph, the termterms “company” has the meaningand “affiliated with the same company” have the meanings specified in the Association’s Governing Policies.

Rationale: The Governing Policies already include detailed affiliation criteria and procedures for making determinations when the cap is exceeded. Anchoring the Bylaws to the Governing Policies allows the Board to refine the affiliation standard as industry structures evolve without requiring a full Bylaws amendment each time, while the membership-approved cap itself remains in the Bylaws.

Proposed Change 3: When the corporate cap is exceeded, affected Directors may continue serving through December 31 of that calendar year rather than being deemed to have resigned immediately. The determination of which Directors will cease to serve will be made according to the Governing Policies.

Redline: ...Any Director who becomes affiliated with a company that already has [two (2) / three (3)] Directors serving shall be deemed to have resigned from the Board of Directors effectively immediately and the; provided that if more than [two (2) / three (3)] Directors become affiliated with the same company, such Directors will be allowed to serve until the end of the calendar year in which they become affiliated with the same company. The determination of which Directors will cease to serve will be made as specified in the Association’s Governing Policy and any vacancy will be dealt with as herein provided....

Rationale: Corporate transactions can change a Director’s company affiliation without any action on the Director’s part. An immediate forced resignation mid-year disrupts Board continuity. Allowing service through the end of the calendar year could provide stability and preserves the members’ electoral choice for the balance of the year.

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