Part 9: Suggested Model Bylaws for a Commercial Information Exchange Separately Incorporated but Wholly Owned by a Board of REALTORS®*

January 1, 2019

(Adopted 11/88)

Article 1: Name

The name of this organization shall be the Commercial Information Exchange of the __________________ Board of REALTORS®, Inc., hereinafter referred to as the Exchange or CIE, all the shares of stock which are solely and wholly-owned by the Board of REALTORS®. M

Article 2: Purposes

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 Exchange 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 Exchange. Any compensation agreements related to property included in the Exchange compilation must be made on an individual basis outside the Exchange between the Participants involved.

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

Article 3: Service Area

The service area of the CIE shall be determined by the CIE Board of Directors. M

Note: CIEs are encouraged to establish service areas that encompass natural markets and to periodically reexamine such boundaries. A CIE is not precluded from establishing and maintaining a CIE service area that exceeds the parent association(s) jurisdiction. (Amended 11/17)

Article 4: Participation

A—Participation Defined: Any REALTOR® of this or any other Board 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 the Exchange upon agreeing in writing to conform to the rules and regulations thereof and to pay the costs incidental thereto.¹

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 Exchange Participation or access to Exchange-generated information, the requirement of attendance at an orientation program is the most rigorous prerequisite that may be required. (Amended 2/94)

However, under no circumstances is any individual or firm, regardless of membership status, entitled to CIE “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 a Board Exchange 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 a CIE where access to such information is prohibited by law. The REALTOR® principal of any firm, partnership, corporation, or the branch office manager designated by said firm, partnership, or corporation as the “Participant” shall have all rights, benefits, and privileges of the Service, and shall accept all obligations to the Service for the Participant’s firm, partnership, or corporation, and for compliance with the bylaws and rules and regulations of the Exchange by all persons affiliated with the Participant who utilize the CIE. (Amended 11/08) M

Mere possession of a broker’s license is not sufficient to qualify for CIE 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 CIE and/or to accept offers of cooperation and compensation made by listing brokers or agents in the CIE. “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 CIE 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 CIE 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 a CIE 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 CIE in which participation is sought. This requirement does not permit an CIE 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. A CIE 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 CIE 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) M

Optional Provision for Establishing Nonmember Participatory Rights (“Open Exchange”) ²

A1—Nonmember Participation Defined: Participation in the Exchange is also available to nonmember principals who meet the qualifications established in the Board’s bylaws and CIE rules and regulations. However, under no circumstances is any individual or firm, regardless of membership status, entitled to Commercial Information Exchange “participation” or “membership” 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 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. The nonmember principal of any firm, partnership, corporation, or the branch office manager designated by said firm, partnership, or corporation as the “Participant” shall have only those rights, benefits, and privileges as specified by the Exchange, and shall accept all obligations to the Exchange for the Participant’s firm, partnership, or corporation, and for compliance with the bylaws and rules and regulations of the Exchange by all persons affiliated with the Participant who utilize the Exchange. (Amended 11/08)

(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. A CIE 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 CIE 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)

B—Application for Participation: Application for participation shall be made in such manner and form as may be prescribed by the Board of Directors of the Exchange and made available to any REALTOR® (principal) of this or any other Board requesting it. The application form shall contain a signed statement agreeing to abide by these bylaws and any other applicable rules and regulations of the Exchange as from time to time adopted or amended. (Amended 2/94) M

C—Discontinuance of Exchange: Participants of the Exchange may discontinue the Exchange by giving the Exchange _________ days’ written notice and may reapply to the Exchange after _________ months by making formal application in the manner prescribed for new applicants for participation provided all past dues and fees are fully paid. M

D—Subscribers: Subscribers (or users) of the CIE include nonprincipal 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

Article 5: Service Charges

The charges made for participation in the Exchange shall be as determined, and as amended from time to time by the Board of Directors of the Exchange, and specified in the rules and regulations of the Exchange. R

Article 6: Governing Body

A—Government of the Exchange: The government of the Exchange shall be vested in a Commercial Information Exchange Board of Directors comprised of the elected Officers and Directors nominated and elected as described in this Article. M

B—Officers of the Exchange: The Officers of the Exchange, who shall also be Directors, shall be a President, a Vice President, and a Secretary-Treasurer, and shall have such duties as described in this Article. M

C—Board of Directors of the Exchange: There shall be a total of _________ elected Directors, including the President, Vice President, and Secretary-Treasurer of the Exchange, to be elected from among the Participants of the Exchange, except that not more than __________ Directors may be elected from among REALTORS® other than Participants or from REALTOR-ASSOCIATE®s who are affiliated with Participants and serve with consent of the Participants as representatives of the Participants with whom they are affiliated. In addition to the elected Directors, the current President of the ___________________ Board of REALTORS® or a person appointed by the President, and the Immediate Past President of the Exchange shall serve as Directors, ex-officio, with full voting privileges. M

D—Nomination and Election of Officers and Directors: The Officers and Directors of the Exchange shall be nominated by a vote of the Participants in the Exchange in accordance with the provisions of Article 7, Meetings, of these bylaws and as set forth below.

Nominating Committee: The President of the Exchange shall appoint a Nominating Committee each year which Committee shall be comprised of ________________ Participants of the Exchange. The appointment of the Nominating Committee shall be made by such a date as to enable the Committee to meet and select a proposed slate of Officers and Directors of the Exchange not more than _________, nor less than __________, days prior to the date of the meeting of the Participants of the Exchange at which nominees shall be selected by vote of the Participants. The proposed slate of Officers and Directors shall be reported to the President and Secretary of the Exchange.
Notice of Proposed Nominees: The President shall cause a list of the proposed nominees selected by the Nominating Committee to be forwarded to the Participants of the Exchange, setting forth the time, place, and other pertinent conditions of the meeting to select the final list of nominees by vote of the Participants of the Exchange. The notice to the Participants of the Exchange concerning the meeting to select nominees for Officers and Directors shall be mailed on a date at least ________ days prior to the proposed meeting.
Rights of Participants to Select Additional Nominees: The names of additional proposed nominees may be added to the list selected by the Nominating Committee by a petition submitted to the Secretary of the Exchange by _________% of the Participants of the Exchange, with said petition received not less than _________ days prior to the date of the meeting of the Participants to select nominees for Officers and Directors. The names contained in such petition, if duly received and certified, shall be presented in writing to the Participants at the meeting to select nominees as additional nominees for consideration for such office as specified in the petition. In addition, nominations may be made from the floor at the duly noticed meeting of the Participants to select nominees for Officers and Directors and, if seconded, shall be added to the list of proposed nominees.
Voting by Written Secret Ballot: Voting for selection of nominees, if other than on a motion to cast a unanimous vote for the original proposed slate shall be by secret ballot, and said ballot shall contain blank spaces for writing in additional names proposed by petition or from the floor at the meeting to select nominees.
Vote to Select Nominees: Voting shall be in accordance with provisions of Article __________ of these bylaws.
Nominees Submitted to Shareholder for Election: When nominees for Officers and Directors of the Exchange for the forthcoming fiscal year have been selected by vote of the Participants of the Exchange, such nominees shall be submitted to the Board of Directors of the _________________ Board of REALTORS® (shareholder) for election. Upon election by the Board of Directors of the ___________________ Board of REALTORS® (shareholder), the individuals so elected shall be considered Officers-Elect and Directors-Elect and shall assume their respective offices on (date office is effective).

The term of office for Officers and Directors of the Exchange shall be on a calendar year basis. In the event one (1) or more nominee(s) is/are not elected by the Board of Directors of the __________________ Board of REALTORS® (shareholder), and upon notice of such failure of election, the President of the Exchange shall select a proposed Participant or Participants, as required, subject to confirmation by the Board of Directors, for submission as nominee(s) to the Board of Directors of the ___________________ Board of REALTORS® (shareholder) to be considered for election to fill the vacancy or vacancies existing.

In the event that nominees are not duly and timely provided by the Exchange to the Board of Directors of the ___________________ Board of REALTORS®, as provided in these bylaws, then the Board of Directors of the ___________________ Board of REALTORS® shall exercise rights as sole and exclusive shareholder to elect a Participant or Participants of the Exchange to fill an existing vacancy or vacancies as Officers or Directors of the Exchange. M

E—Term of Office: The Officers shall serve for a one-year term. The elected Directors shall serve for staggered three-year terms with one-third of the terms expiring each year. Officers and Directors shall take office upon the effective date of their offices and shall continue until their successors are elected, qualified, and installed. No Officer or Director shall be nominated and elected to the same office for more than two (2) consecutive terms. M

F—Duties of Officers and Directors: The duties of the Officers and Directors follow.

The President shall be the chief executive officer of the Exchange and shall preside at its meetings and those of the Board of Directors, and shall perform all the duties of the President subject to declared policies and, as required, subject to confirmation of the Board of Directors.
The Vice President shall, in the absence of the President, perform all of the duties of the President.
The Secretary-Treasurer shall be the custodian of the funds of the Exchange and shall keep an accurate record of all receipts and disbursements. The Secretary-Treasurer shall provide to all members of the Board of Directors a quarterly statement of all accounts and financial affairs for the Exchange, and shall have charge of the corporate seal and affix the name to all documents properly requiring such seal.
The Board of Directors of the Exchange shall be the governing body of the Exchange and shall have control of all affairs of the Exchange and shall authorize all expenditures of funds. The Exchange Board of Directors shall, prior to the end of each fiscal year, prepare a budget reflecting projected costs and expenses of the Exchange for the next fiscal year, indicating projected income from all sources. The budget shall be submitted to the Participants of the Exchange for approval on a date not less than _________ days prior to the first day of the next fiscal year. The Exchange Board of Directors shall not incur an obligation in excess of $____________ over the total budget without the authorization by vote of a two-thirds majority of REALTOR® Participants of the Exchange present and voting unless such excess is the result of an increase in the volume of listings processed by the Exchange over that projected in preparing the annual budget. The Exchange Board of Directors shall employ such executive, legal, and office personnel it deems necessary to care for and maintain the properties of the Exchange and otherwise conduct the administrative business of the Exchange. The Exchange Board of Directors shall have the right to make an audit of all books and accounts at any time without notice. The Exchange Board of Directors shall have the power from time-to-time to adopt such rules and regulations that they may deem appropriate subject to final approval of the Board of Directors of the ___________________ Board of REALTORS® (shareholder). Except as otherwise provided in these bylaws and rules and regulations, the action of the Exchange Board of Directors shall be final. M

G—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. (Adopted 11/96)

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. (Adopted 11/96)
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. (Adopted 11/96)
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. (Adopted 11/96)
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

Article 7: Meetings

A—Annual Meeting: The annual meeting of Participants of the Exchange shall be held during the month of _____________ at the time and place specified by the Exchange Board of Directors. M

B—Special Meetings of the Exchange: Special meetings of Participants of the Exchange may be called from time to time by the President, the Exchange Board of Directors, or by ________% of the Participants of the Exchange. Written notice stating the day, place, and hour of the meeting, the purpose or purposes for which the meeting is called, shall be delivered to all REALTORS® who are Participants in the Exchange not less than ________ days prior to said meeting. M

C—Quorum and Voting at Meetings of the Exchange: For the transaction of business, ________% of the Participants of the Exchange shall be considered a quorum. A majority vote by such Participants present and voting at a meeting attended by a quorum shall be required for passage of motions. M

D—Meeting of the Board of Directors of the Exchange: The Board of Directors may meet at any time it deems advisable on the call of the President or any ________ Members of the Board of Directors. ________ Directors shall constitute a quorum. A majority vote by the Directors present and voting at a meeting attended by a quorum shall be required for passage of motions. M

E—Presiding Officer: At all meetings of the Participants of the Exchange, or of the Exchange Board of Directors, the President or, in the absence of the President, the Vice President shall serve as presiding officer. In the absence of the President and Vice President, the President shall name a temporary Chairperson or, upon the President’s failure to do so, the Board of Directors of the Exchange shall appoint a temporary Chairperson. M

Article 8: Committees

The President, with the approval of the Exchange Board of Directors, shall create such standing or ad hoc Committees as the President deems desirable and shall appoint their members. Each Committee shall consist of not less than ________ Participants in the Exchange, but may also include REALTORS® or REALTOR-ASSOCIATE®s, employed by or affiliated as independent contractors with REALTOR® Participants serving as representatives of said REALTOR® Participants and with their consent, and who may serve either as a Chairperson or member of a Committee. M

Article 9: Fiscal Year

The fiscal year of the Exchange shall commence on ________ and shall end on ________. M

Article 10: Amendments

A—Amendments to Bylaws: Amendments to these Bylaws shall be by the Participants of the Exchange, and shall be determined at an Annual Meeting or Special Meeting of the Exchange in accordance with the provisions of Article ________ concerning Meetings of the Exchange. Amendments to the Bylaws of the Exchange approved by the Participants shall further be subject to approval of the Board of Directors of the ______________________ Board of REALTORS® (shareholder).

When amendments to the Bylaws of the Exchange have been approved by the Board of Directors of the ______________________ Board of REALTORS® (shareholder), said amendments shall be effective immediately or as stated in the amending resolution.

If the proposed amendments to the Bylaws of the Exchange fail approval of the Board of Directors of shareholder, the Board of Directors of the Exchange shall be informed, and advised that the proposed amendment or amendments to the bylaws must be further considered and resubmitted to the shareholder as approved by the Participants of the Exchange. M

B—Amendments to Rules and Regulations: Amendments to the rules and regulations of the Exchange shall be by consideration and approval of the Board of Directors of the Exchange in accordance with the provisions of Article ________, Section ________, concerning meetings of the Board of Directors, subject to final approval by the Board of Directors of the ____________ Board of REALTORS® (shareholder).

When approved by the Board of Directors of the ______________________ Board of REALTORS® (shareholder) as described, the amendments to the rules and regulations of the Exchange shall be effective immediately or as stated in the amending resolution.

If the proposed amendments of the Exchange rules and regulations fail approval by the Board of Directors of the shareholder, the Board of Directors of the Exchange shall be informed, and advised that the proposed amendment or amendments must be further considered and resubmitted as approved by the Board of Directors of the Exchange to the Board of Directors of the ______________________ Board of REALTORS® (shareholder). M

Article 11: Dissolution

In the event this Exchange shall at any time terminate its activities, the Board of Directors of the Exchange shall consider and adopt a plan of liquidation and dissolution with the approval of the Participants thereof and of the Board of Directors of the ______________________ Board of REALTORS® (shareholder). Said plan shall provide for the collection of all assets, the payment of all liabilities, and that the remaining portions thereof to be assigned to the parent corporation, namely, ______________________ Board of REALTORS®. M

*The Suggested Model Bylaws for a Commercial Information Exchange separately incorporated but wholly-owned by a Board of REALTORS® should not be adopted without review and consultation with Board legal counsel to ensure that they comply with applicable state law pertaining to corporations within the state, or are appropriately modified to comply with the law.

¹Optional qualifications may be adopted at the local Board’s discretion: Any applicant for Exchange participation and any licensee (including licensed or certified appraisers) affiliated with an Exchange Participant who has access to and use the CIE-generated information shall complete an orientation program of no more than twelve (12) classroom hours devoted to the Exchange rules and regulations and computer training related to CIE information entry and retrieval. (Amended 11/96)

²Only adopt this provision if the board’s CIE is open to nonmember participants (otherwise qualified individuals who do not hold REALTOR® membership anywhere).

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MLS Commercial Handbook

Part 9: Suggested Model Bylaws for a Commercial Information Exchange Separately Incorporated but Wholly Owned by a Board of REALTORS®*

(Adopted 11/88)

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Part 9: Suggested Model Bylaws for a Commercial Information Exchange Separately Incorporated but Wholly Owned by a Board of REALTORS®*

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(Adopted 11/88)