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Bylaws Recommendations

Important: As you read through the proposed recommendations please note strikethroughs indicate deletions and underlines indicate additions to the current bylaws provisions.

Recommendation 1

Currently: Section 4. NOMINATING COMMITTEE. A Nominating Committee of three (3) recent past Presidents and two (2) REALTOR® members at large shall be appointed by the current President-Elect and approved by the Board of Directors. The three (3) recent past Presidents need not be the three (3) immediate past Presidents. The President- Elect shall appoint one of the approved committee members as chair, except in no case shall a committee member serve as chair for two successive years. By accepting appointment to the committee, each committee member shall be ineligible for candidacy for the immediate election of association Officer or Director.

 

Proposed: Section 4. NOMINATING COMMITTEE. A Nominating Committee of three (3) recent past Presidents or two (2) past Presidents and one (1) former director and two (2) REALTOR® members at large shall be appointed by the current President-Elect and approved by the Board of Directors. The two (2) or three (3) recent past Presidents need not be the three (3) most recent immediate past Presidents. The President- Elect shall appoint one of the approved committee members as chair, except in no case shall a committee member serve as chair for two successive years. By accepting appointment to the committee, each committee member shall be ineligible for candidacy for the immediate election of association Officer or Director.

 

Rationale: Allowing the President-Elect the flexibility to choose between three past Presidents or two past Presidents plus a former director provides a greater pool of potential nominating committee members.

 

FAQs:

Q: Who appoints the Nominating Committee?

A: The President-Elect appoints the Committee subject to Board of Director approval.

Q: What characteristics does the President-Elect consider in appointing Nominating Committee members?

A: The President-Elect looks for members with recent KAAR involvement, members with diverse backgrounds and experiences, as well as members from a variety of firms, firm sizes and firm locations.

Recommendation 2

Currently: Section 8. REMOVAL OF OFFICERS AND DIRECTORS. In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:

  1. a) A petition requiring the removal of an Officer or Director and signed by not less than one-third of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next-ranking Officer and shall specifically set forth the reasons the individual is deemed to be disqualified from further service.
  2. b)  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 voting membership of the association shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition.
  3. c)  The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall

be conducted by the President of the association unless the President's continued service in office is being considered at the meeting. In such case, the next ranking Officer will conduct the meeting of the hearing by the members. Provided a quorum is present, a three-fourths vote of the Members present and voting shall be required for removal from office.

 

Proposed: Section 8. REMOVAL OF OFFICERS AND DIRECTORS. In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:

  1. a) A petition requiring the removal of an Officer or Director and signed by not less than one-third of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next-ranking Officer and shall specifically set forth the reasons the individual is deemed to be disqualified from further service.
  2. b)  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 voting membership of the association shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition.
  3. c)  The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall be conducted by the President of the association unless the President's continued service in office is being considered at the meeting. In such case, the next ranking Officer will conduct the meeting of the hearing by the members. Provided a quorum is present, a three-fourths vote of the Members present and voting shall be required for removal from office.
  4. a) Upon receipt of written notice specifically setting forth the reason(s) the Officer or Director is believed to be disqualified from further service, the Leadership Team shall meet to consider the charge against the Officer or Director to determine if the matter should be considered by the Board of Directors.
  5. b) If the determination is made that the matter should be considered by the Board of Directors, the Officer or Director involved shall be noticed and allowed 10 days to respond with a written statement to be considered by the Board of Directors.
  6. c) The Board of Directors shall meet to consider the matter, including any written statement provided by the subject Officer or Director. Following consideration, the Board of Directors shall vote on removal. A three-fourths vote of the Board of Directors shall be required for removal from office.
  7. d) The Officer of Director named in the charge does not attend the Board of Directors meeting.

 

Rationale: The current process to remove an Officer or Director is time consuming and cumbersome. It also subjects the Officer or Director named in the charge to unnecessary negative publicity among the membership.

 

FAQs:

Q: What sort of things would make an Officer or Director incapable of fulfilling duties?

A: Officers and Directors annually sign a Fiduciary Duties/Conflict of Interest Covenant in which they agree to avoid actual or potential conflicts of interests in their service as an Officer or Director. Other general duties include the Duty of Loyalty and the Duty of Confidentiality of board discussions.

Q: What if the alleged violation of duties is against a member of the Leadership Team?

A: The Leadership Team member subject to the allegation does not participate in the process.

Recommendation 3

Currently: Section 3. BOARD OF DIRECTORS. The governing body of the association shall be a Board of Directors consisting of the President, President-Elect, Treasurer, immediate past President, nine (9) REALTOR® members of the association, and the Chapter Chairman of each of the association's REALTOR® Chapters. Three (3) Directors shall be elected each year to serve a term of three (3) years. Primary Members of the Knoxville Area Association of REALTORS® serving as: a current member of the board of directors of the National Association of REALTORS® or as a member of the Executive Committee of the Tennessee REALTORS® shall be encouraged to attend board of directors meetings in a non-voting capacity to give reports and updates of state or national association matters. There shall be no more than two (2) of the elected nine (9) Directors from the same company or firm serving at any given time on the board of directors.

 

If any of the nine (9) elected Directors changes their affiliated company during their term on the board and this creates more than two Directors from the same company or firm serving at the same time that Director shall be asked to resign from the board and will forfeit the remainder of their term on the board.

 

Proposed: Section 3. BOARD OF DIRECTORS. The governing body of the association shall be a Board of Directors consisting of the President, President-Elect, Treasurer, First Vice President, Immediate Past President, nine (9) seven (7) general REALTOR® members of the association, and the Chapter Chairman of each of the association's REALTOR® Chapters two (2) REALTOR® members whose licenses are with firms outside Knox County, with the exception of any county with membership in excess of 500 . Three (3) Two general (2) Directors shall be elected each year to serve a term of three (3) years. Every third year three (3) general Directors shall be elected to serve a term of three (3) years. In addition, every third year two (2) Directors with firms outside Knox County in counties with fewer than 500 members shall be elected by the general membership.  In addition, members with a KAARCIE subscription shall elect one (1) Director every third year to serve a term of three (3) years. Primary Members of the Knoxville Area Association of REALTORS® serving as: a current member of the board of directors of the National Association of REALTORS® or as a member of the Executive Committee of the Tennessee REALTORS® shall be encouraged to attend Board of Directors meetings as needed in a non-voting capacity to give reports and updates of state or national association matters. There shall be no more than two (2) of the elected nine (9) seven (7) general Directors from the same company or firm serving at any given time on the board of directors.

 

If any of the nine (9) seven (7) general elected Directors changes their affiliated company during their term on the board and this creates more than two Directors from the same company or firm serving at the same time that Director shall be asked to resign from the board and will forfeit the remainder of their term on the board.

 

Ratonale: The proposed revision allows opportunity for better representation from many of the outlying counties in the association’s 12 county jurisdiction, equity for who is allowed to vote, and consistency of qualifications to run.

 

FAQs
View Shannon Foster-Boline’s video explanation below

Q: What is the current county membership count in the association’s jurisdiction?

A:

Q: Does the recommended proposal prevent more than one Director being elected from a county with fewer than 500 members?

A: No. Nothing would prevent a county with fewer than 500 members from having two directors and/or one or more of the 7 general directors.

Q: Does the recommended proposal do away with county chapters?

A: No. Counties in the association’s jurisdiction with a membership count of more than 100 (Blount, Cumberland, Loudon and Anderson) are encouraged to maintain chapter activities and to develop individuals for service on the association’s Board of Directors.

Q: Who gets to vote for the Officers?

A: Any member with flexMLS or KAARCIE subscription.

Q: Why is there a distinction between counties with more than 500 members and those with less than 500 members?

A: Counties with fewer than 500 members may struggle to generate enough votes to elect one of their own to the Board of Directors. Requiring that at least two directors serving on the Board of Directors be from a relatively smaller counties ensures these counties voices are heard. FYI, over the years larger counties have successfully elected numerous general Directors and Officers, including several Presidents.

Q: If the recommended proposal is passed, does it affect currently elected Directors?

A: No, any Director currently serving (general Directors and county Directors) will serve out their remaining terms. The full effects of the revised composition will not be seen until 2025.

Recommendation 4

Currently: Section 6,  RE-ELECTION. Any person serving a full term or part term as a Director shall not be eligible for re-election as a Director for one (1) year after expiration of his or her term. Any person serving a full term or part term as Treasurer shall not be eligible for re-election as a Director or Treasurer for one (1) year after expiration of his or her term. Any person serving a full term or part term as immediate past President shall not be eligible for re- election as a Director, Treasurer or First Vice President for one (1) year after expiration of his or her term.

 

Proposed: Section 6,  RE-ELECTION. Any person serving a full term or part term as a Director shall not be eligible for re-election as a Director for one (1) year after expiration of his or her term. Any person serving a full term or part term as Treasurer shall not be eligible for re-election as a Director or Treasurer for one (1) year after expiration of his or her term. Any person serving a full term or part term as immediate past President shall not be eligible for re-election as a Director, Treasurer or First Vice President for one (1) year after expiration of his or her term. In no instance shall an individual serve more than two full terms as a Director, Treasurer, or other Officer.

 

Rationale: In a large association it is important for as many members as possible to be able to serve in leadership roles to provide new voices, thoughts and ideas to association matters. Allowing members to serve multiple terms (more than two terms in any role) discourages/limits other members from serving.

 

FAQs:

Q: If a member has served as Director for two full terms (three years each, six total years) can they run again as Director a few years later?

A: No, the member could not serve as Director again.

Q: If a member has served as Director for two full terms can they run as First Vice President or Treasurer?

A: Yes, as long as the member has not already served two terms as First Vice President or Treasurer.

Q: Because the Treasurer is elected for a two-year term, does this mean the Treasurer can only serve in the role once?

A: No, because the Treasurer term is for two years, a Treasurer could serve two two-year terms (after sitting out a year as required in the Bylaws).

Q: Does anything in the recommended proposal prevent a member from serving two terms as President?

A: No, the recommended proposal allows a member to serve two terms as President. For example, a member could be elected First Vice President, advance to President-Elect, serve as President, and then move into Immediate Past President and be re-elected to do it again (after sitting out a year as required in the Bylaws).