DAR Bylaws

BYLAWS OF

DELAWARE ASSOCIATION OF REALTORS®

Approved by the National Association of REALTORS®: 8-8-2016

Amended by the DAR Board of Directors: 12-8-2016

ARTICLE I – NAME AND OBJECTIVES

DAR Bylaws

Section 1.  The name of this corporation incorporated pursuant to and under the laws of the State of Delaware, is the Delaware Association of REALTORS® (hereinafter referred to as this “Association”).

Section 2.  The objectives of this Association are (a) to unite Local Boards/Associations of REALTORS® in Delaware (hereinafter referred to as “Boards”) and their members so as to (b) exert effectively a combined influence upon matters affecting real estate; (c) to elevate the standards of the real estate business[1] throughout Delaware and, (d) to elevate the professional conduct of persons engaged in the real estate business in Delaware.

Section 3.  The Corporate office of the Association shall be maintained at a location to be determined by the Board of Directors.

ARTICLE II – MEMBERSHIP

Section 1.  The members of this Association shall consist of four classes:  (a) Member Boards, (b) REALTOR® members (c) Board members (d) Institute Affiliate Members and (e) Honorary Members.

Section 2.  A Board shall be any Board of REALTORS® chartered by the National Association of REALTORS® formed for a particular geographic territory which is located solely within the State of Delaware. All the REALTOR® members who hold primary membership in the Board shall hold membership in this Association and the National Association of REALTORS®. Board Members shall be either REALTOR® or Institute Affiliate Members of a Member Board in good standing.

Section 3. Institute Affiliate members shall be individuals who hold a professional designation awarded by a Institute, Society or Council affiliated with the NATIONAL ASSOCIATION OF REALTORSÒ that addresses a specialty area other than residential brokerage or individuals who otherwise hold a class of membership in such Institute, Society or Council that confers the right to hold office.  Any such individual, if otherwise eligible, may elect to hold REALTORÒ membership, subject to payment of applicable dues for such membership.

Section 4.  A REALTORÒ Member shall be any individual engaged in the real estate profession as a principal, partner, corporate officer, or branch office manager acting on behalf of the firm’s principal(s), and licensed or certified individuals affiliated with said REALTORÒ Member whose place of business is located in an area outside the jurisdiction of any Member Board who meets the qualifications for REALTORÒ membership established by this Association (which must be consistent with NAR’s Membership Qualification Criteria).  Secondary REALTORÒ membership shall also be available to individuals who hold primary membership in a board/association in another state and who desire to obtain direct membership in the state association without holding membership in a local board/association in this state.

Section 5.  Honorary Members shall be individuals other than those engaged in the real estate business who have contributed notably to this Association.

ARTICLE III – DUES

Section 1.  The annual dues of each Board as defined in Article II, Section 1 of these Bylaws shall be an amount established by the Board of Directors times the number of licensees of the Board.

Section 2.  Upon payment to the Association of the dues required under Section 1 of this Article, Board members within the state shall be deemed in good standing in this Association.

Section 3.  The annual dues of all members defined in Article II, Section 1, shall be established annually by the Board of Directors with the exception of Institute Affiliate Members whose dues shall be established in Article II of the Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.

Section 4.  A Board shall have its dues reduced by an amount established annually by the Board of Directors times the number of REALTOR® Members who maintain principal places of business within the jurisdiction of another Board, providing (a) this Association’s dues are paid by the Board having jurisdiction over his or her principal place of business, or (b) paid by the REALTOR® Member to this Association if his or her principal place of business is not within the jurisdiction of the Board, and (c) the REALTOR® Member has notified in writing, or in any other form required by this Association, and each Board of which he/she is a REALTOR® as to the Board paying this Association’s dues computed on the basis of his/her membership in said Board.

Section 5. In January of each year each Board shall file with this Association, in such format as shall be determined by this Association, a list of its REALTORÒ, and Institute Affiliate Members and the real estate salespersons and licensed or certified appraisers employed by or affiliated as independent contractors with such REALTORÒ Members, certified by the President and Secretary of the Board, and that Board shall pay for the current year on the basis of such list; provided, however, that adjustments shall be made each month for Members dropped or enrolled by the Board during the preceding month.  On a monthly basis, the Board shall report to this Association the names and addresses of REALTORSÒ, and Institute Affiliate Members dropped or enrolled during the preceding month. Any Board or other Member delinquent in payment of dues by more than 90 days may be dropped from membership in this Association by the Board of Directors.

Section 6.  By March 31 each year, each Board shall pay to this Association all of this Association’s dues collected from its Board Members as of January 31.

Section 7.  A late fee may be assessed by this Association against any Board that fails to pay this Association’s dues by March 31 of each calendar year.  A late fee can be equal to but shall not exceed that amount of interest which would have been earned by the amount of dues had they been deposited in a money market account at a local commercial bank on March 15th.  The rate of interest for each subsequent month or fraction of a month for which dues have not been paid will be equal to that rate which is advertised on the 15th day of each calendar month until such date as those dues are paid by the Board.

Section 8.  REALTOR® Members of this Association who have achieved emeriti status, as recognized by the National Association of REALTORSâ, shall no longer be assessed state dues.

ARTICLE IV – OFFICERS

Section 1.  The elected officers of this Association shall be a President, President-Elect, Vice President and a Treasurer. In the absence of the President, the President-Elect will perform the President’s duties.  All officers shall serve for one year or until their successors are elected and shall be voting members of the Board of Directors.  The President shall not be eligible to serve a successive second term.

Section 2.  The duties of the officers shall be such as their title, by general usage, would indicate, and such as may be assigned to them respectively by the Board of Directors from time to time, and such as are required by law.

Section 3.  The Board of Directors may employ a Chief Executive Officer who shall be the chief executive officer of this Association.  Subject to the approval of the President and the Board of Directors, the Chief Executive Officer shall serve as the Secretary of this Association, and shall perform such other duties as may be delegated to him/her by the Board of Directors.  The Chief Executive Officer will be a non-voting member of the Board of Directors.  He/she shall provide a surety bond in such amount as the Board of Directors may determine, the cost to be paid by the Association.  The Chief Executive Officer, with the approval of the Board of Directors, may employ additional staff personnel as may be necessary to conduct the activities of the Association.

Section 4.  The Board of Directors may retain legal, accounting and other professional counsel and fix the terms of compensation thereof.

Section 5.  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 by the Board of Directors, under the following procedures:  (a) by the affirmative vote of two-thirds of the Directors present and voting at a meeting of the Board of Directors duly called and held upon notice, all in conformity with Article V, Section 3 of these Bylaws as to the form of and the amount of notice; (b) provided further that a written notice of the substance of the proposal shall first have been sent to each Director at least one month in advance of the meeting, and the Officer or Director against whom removal action is contemplated shall be given a reasonable opportunity to be heard before the Board of Directors.  To fulfill the vacancy as a result from the removal of office, the procedures identified in Section six (6) of this article shall be carried out.

Section 6.  In the event of the death, disability, or resignation of the President, the President-Elect shall succeed to the Presidency.  The new President will call a meeting of the DAR Nominating Committee within seven (7) days of the occurrence to recommend a candidate for President-Elect to be elected by the Board of Directors within twenty one (21) days.  In the event of the death, disability, or resignation of the President-Elect, Vice President, or Treasurer, the President will call for the DAR Nominating Committee to meet within seven (7) days of the occurrence to recommend a candidate for the vacant officer position to be elected by the Board of Directors within twenty one (21) days.

ARTICLE V- BOARD OF DIRECTORS

Section 1.  The Government of this Association shall be vested in a Board of Directors, consisting of the following: (a) the President of each Board during his/her term of office (unless a written request to decline this position is presented to the Board of Directors, (b) Directors for each Board elected for a term of two (2) years each with the one exception for interim directors as provided hereinafter – these directors shall be based on the following formula:

for membership from 1-200, Board will appoint 1 director,

for membership from 201-500, Board will appoint 2 directors,

for membership from 501-1000, Board will appoint 3 directors,

for membership from 1001-1500, Board will appoint 4 directors,

for membership from 1501 and greater, Board will appoint 5 directors.

The Membership for this formula shall be based on the membership roster submitted as of July 31st of the current year.  A minimum of one (1) director is required from each member Board. A written request to decline appointments can be submitted to the Board of Directors.  The terms from each Board with more than one Director shall be staggered so that all of the Directors terms from a Board will not expire at the same time.

Each year the Board shall appoint Directors for a two-year term for the directorships expiring from that Board.  In a year when the Board’s membership has increased enough to entitle it to additional directors, the Board shall specify the new appointment as a one or two year term so as to have as close as possible to one-half the appointed directorship from the Board expiring each year.  If the membership of a Board has declined enough that it is entitled to fewer Directors than in the previous year, that Board shall specify which Director’s term shall be eliminated and re-staggered, if necessary, to maintain as close as possible to one-half of the appointed directors from the Board expiring each year.  (c) one Director-at-Large for a one year term, (d) the Immediate Past President of this Association (provided he/she continues REALTOR® Membership in this Association) for a period of one year, (e) all elected officers of this Association, and (f) all elected officers and directors of NAR from Delaware for their term of National office.  All Presidents of any NAR Institute, Society or Council who is a resident member of a Board in Delaware and the Dean of REALTORSÒ Institute, shall be non-voting members of the Board of Directors.  The same individual cannot fill two or more director positions of this Association and shall not have more than one vote on any action, matter or motion on which the Association votes.  If an individual is a member of the Board of Directors according to Article V, Section 1 of this Article and an overlapping of director positions exists, the President shall appoint, subject to the approval of the Board of Directors, an interim director and as such shall serve only for as long as the overlapping exists.  The Association, at the recommendation of the Nominating Committee, may also appoint two Public Members serving for a one year term that are not directly engaged in the Real Estate business but are directly involved in the housing industry.  These Public Members shall be non-voting members.

Section 2.  The Board of Directors shall administer the finances of this Association and shall have sole authority to appropriate money.  The accounts of this Association shall be audited at the discretion of the Board of Directors by a certified public accountant.

Section 3.  The Board of Directors shall meet a minimum of four (4) times each year, at least once each quarter, at the time and place to be determined by the President, and upon at least ten (10) days written notice in advance.

Section 4.  There shall be an Executive Committee for the Board of Directors, composed of the President, President-Elect, Vice President, Treasurer, Immediate Past President, the Presidents of each local Board, and the Chief Executive Officer.  The Chief Executive Officer will be a non-voting member of the Executive Committee.  The Executive Committee shall meet prior to the Board of Directors meeting or at the call of the President.  Five (5) members of the Executive Committee shall constitute a quorum.

Section 4a. The Executive Committee shall act in accordance with the Strategic Plan, transact business of an emergency or delegated nature and administer DAR’s finances and business between meetings of the Board of Directors.  All such actions shall be reported to the Board of Directors at its next meeting.

Section 5.  Special meetings of the Board of Directors may be called at any time upon five (5) days written notice by the President or by a majority of the total number of Directors in office at that time.

Section 6.  A majority of the total number of Directors in office at the time shall constitute a quorum of the Board of Directors.

Section 7.  All officers and Directors are expected to attend all scheduled Board of Directors Meetings during a calendar year.  If an Officer or Director has two (2) unexcused absences, as determined by the Board of Directors, he/she will be deemed to have resigned.  The Secretary will provide written notice to the Officer or Director that their position on the Board is vacant and will be filled pursuant to Article V Section 8 of these Bylaws.

Section 8.  Any and all vacancies by resignation or otherwise in the Board of Directors shall be filled by appointment by the President, subject to approval of the Board of Directors.  Vacancies of an NAR Director or DAR Officer – other than the President, (which position will be automatically filled by the President-Elect) – shall be filled by recommendation of the Nominating Committee and approved by the Board of Directors.

ARTICLE VI-NOMINATION & ELECTIONS

Section 1.  The election of Officers, DAR Director-At-Large and NAR Directors shall be held at the annual membership meeting of the Association.  Terms of office of Association Officers shall begin on the first of January of each calendar year and terminate on the 31st of December of each calendar year.  The Delaware Association of REALTORS® shall prescribe the terms of NAR Directors.

Section 2.  Recommendations for NAR Directors, DAR Director-At-Large and Officers of this Association to be elected from the REALTOR® membership shall be sent to the Nominating Committee by July 1 of each year.

Section 3.  The Board of Directors at their first meeting will appoint a Nominating Committee composed of two (2) Board Members from each Board, together with one alternate Member from each Board who shall serve in the absence of the appointed Board Member. One member shall be appointed by the Board. The President shall appoint one Board member and one alternate.  The Immediate Past President of the Association shall serve ex officio as chairperson with the right to vote in the event of a tie.  The Nominating Committee shall name at least one candidate for each elected office and each vacancy on the DAR Board of Directors.

The report of the Nominating Committee shall be disseminated to each REALTOR® Member of the Association at least four (4) weeks before the election is held.  Challenging candidates for the offices to be filled may be placed in nomination by petition signed by at least fifty (50) REALTOR® Members of the Association in good standing.  The petition shall be filed with the Secretary at least two (2) weeks before the election, and the Secretary shall send notice of such additional nominations to all REALTOR® members before the election.

Section 4.  State Directors shall be elected or appointed by their Board. The names of these Directors shall be submitted in writing to the Secretary no later than November 15th annually.

Section 5. Elective office for the Association shall be held only by REALTOR® Members, in good standing.

Section 6. Voting in Association matters shall be done by REALTOR® Members, in good standing.

Section 7.   For the purposes of voting, any individual may hold more than one office but shall be entitled to only one vote.

ARTICLE VII MEETINGS

Section 1.  This Association may hold an annual convention at a time and place to be designated by the Board of Directors.  An annual general membership meeting shall be held at a time of the annual convention, which time shall also be designated by the Board of Directors.  Members of this Association present at the meeting shall elect Officers and Directors of this Association.

Section 2.  The Board of Directors may call other meetings of the membership.  Any call for a meeting shall state the purpose, time and place of the meeting and shall be issued in writing at least five (5) days in advance.

Section 3.  Twenty-five (25) members, including Officers and Directors, shall constitute a quorum at any membership meeting.

Section 4.  Only the members of the Board of Directors may vote on issues presented at the Board of Director meeting.

Section 5. To the fullest extent permitted by law, the Board of Directors, committees, or membership may conduct business by electronic means.

Section 6. Unless specifically prohibited by the Articles of Incorporation, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent is in writing, setting forth the action so taken, shall be signed by all of the Directors.  All approvals evidencing the consent shall be delivered to the Secretary to be filed in the Corporate records.

ARTICLE VIII– COMMITTEES

Section 1.  The President shall appoint such standing and special committees as shall be designated from time to time by the Board of Directors and such other special committees as he/she may deem necessary.

Section 2.  The President shall be an ex officio[2] member of all committees.

Section 3.  Committees shall have such duties as their titles indicate, and as the Board of Directors may assign.  All actions of committees shall be subject to the approval of the Board of Directors.  If any member of a committee fails to attend two consecutive meetings, his/her membership on the committee may be terminated at the discretion of the President.

ARTICLE IX–POLITICAL ACTIVITY

Section 1. There shall be a Delaware Association of REALTORS® Political Action Committee, whose purpose shall be collecting political contributions, as the term “political contribution” is defined in Section 41 (c) 1 (b) of the Internal Revenue Code, and expending such funds to further the candidacy of individuals for nomination or election to office in the State of Delaware, and to do any and all things legally necessary to accomplish such purposes, subject to Delaware laws and the Federal Campaign Act.  The Committee shall be governed by the Bylaws of the Delaware Association of REALTORS® Political Action Committee, as may be amended from time to time, and which by this reference, are made part of these Bylaws.

Section 2. No public endorsement of a political candidate by the Delaware Association of REALTORS®, or any committee or subcommittee thereof, may be made without that endorsement having been generated by the DEL-PAC Trustees and approved by the Delaware Association of REALTORS®’ Board of Directors.

ARTICLE X – FISCAL YEAR

Section 1.  The fiscal year of the Association shall be the calendar year.

ARTICLE XI – CODE OF ETHICS

Section 1.  The Code of Ethics of the National Association of REALTORS® is adopted as the Code of Ethics of this Association. Any changes in or amendments to the Code of Ethics of the National Association of REALTORS® shall be deemed to change or amend the Code of Ethics and Rules and Regulations of this Association.

ARTICLE XII – PROFESSIONAL STANDARDS

A Board, prior to referring an ethics complaint or arbitration request for review to the Association, should exhaust all efforts to impanel an impartial tribunal to conduct either the original hearing or the appeal or procedural review.  These efforts may include the appointment of knowledgeable members of the Board on an ad hoc basis to serve on either Hearing Panel or on behalf of the Board of Directors. If, because of notoriety, etc., the Board cannot impanel an impartial tribunal, the Board may refer the matter to the Association, and the Association may delegate to another Board or a regional enforcement facility, the authority to hear the case on behalf of the Association.  No Board or regional enforcement facility, however, may be required to accept this delegation of authority.  If no other entity is amenable to conducting the review, the Association shall be responsible for conducting the hearing.

 

Section 1.  Allegations of ethical violations and contractual disputes (and specific non-contractual disputes as defined in Standard of Practice 17-4) between REALTORSÒ and between REALTORS® and their customers or clients may be submitted to an ethics or arbitration panel at the State Association level under the following circumstances.

  • Allegations of unethical conduct made against a REALTOR® who is directly a member of this Association and not a member of any local Board.
  • Allegations of unethical conduct made against a REALTORÒ in the instance in which the local Board, because of size or other valid reason, determines that it cannot provide a due process hearing of the matter and petition this Association to conduct a hearing.
  • Contractual disputes (and specific non-contractual disputes as defined in Standard of Practice 17-4) between REALTORSÒ who are not members of the same Board where the matter has been referred to this association by both local Boards.
  • Contractual disputes (and specific non-contractual disputes as defined in Standard of Practice 17-4) between REALTORSÒ who are directly members of this Association and are not members of any Board.
  • Contractual disputes (and specific non-contractual disputes as defined in Standard of Practice 17-4) between a REALTORÒ who does not hold membership in any Board, but is directly a member of this Association, and a REALTORÒ who is a member of a Board.
  • Contractual disputes (and specific non-contractual disputes as defined in Standard of Practice 17-4) between REALTORÒ members of the same Board where the Board with good reason and sufficient reason is unable to arbitrate the controversy. (Explanation: This provision is not designed to relieve a local Board of its primary responsibility to resolve differences arising between members of the same Board.  The section recognizes that in some Boards with limited membership, usual arbitration may be impossible.)
  • Contractual disputes between a customer or a client and a REALTORÒ where the Board with good and sufficient reason is unable to arbitrate the dispute or the REALTORÒ is a direct member of this Association.

Section 2.  Professional Standards hearings and the organization and procedures incident thereto shall be governed by the Code of Ethics and Arbitration Manual of the Delaware Association of REALTORS®, as from time to time amended, which by this reference is made a part of these bylaws.

Section 3.  If a REALTORÒ Member (as defined in Article II, Section 4 of these bylaws) resigns from the Board or otherwise causes membership to terminate with an ethics complaint pending, that Board of Directors may condition the right of the resigning REALTOR® Member to reapply for membership upon the applicant’s certification that he/she will submit to the pending ethics proceeding and will abide by the decision of the hearing panel.

  • If a REALTORÒ Member (as defined in Article II, Section 4, of these bylaws) resigns or otherwise causes membership to terminate, the duty to submit to arbitration continues in effect even after membership lapses or is terminated, provided that the dispute arose while the former member was a REALTORÒ.

ARTICLE XIII – USE OF THE TERMS REALTOR® AND REALTORS®

Section 1.  Use of the terms REALTOR® and REALTORS® by Members shall at all times be subject to the provisions of the Constitution and Bylaws of the National Association of REALTORS® and the Rules and Regulations prescribed by its Board of Directors. The State Association shall have the authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTORSÒ use of the terms within those areas of the State of Delaware not within the jurisdiction of a Member Board.  Any misuse of the terms by members is a violation of a membership duty and may subject members to disciplinary action by the Board of Directors after a hearing as provided for in the association’s Code of Ethics and Arbitration Manual.

Section 2. REALTORÒ Members of this Association shall have the privilege of using the terms REALTORÒ and REALTORSÒ in connection with their business so long as they remain REALTORÒ Members in good standing.  No other class of members shall have this privilege.

Section 3. A REALTORÒ Member who is a principal of a real estate firm, partnership or corporation may use the terms REALTORÒ or REALTORSÒ only if all the principals of such firm, partnership or corporation who are actively engaged in the real estate profession within the State or a state contiguous thereto are REALTORÒ or Institute Affiliate Members.

Section 5. An Institute Affiliate Member shall not use the term REALTOR®, REALTORS®, OR REALTOR-ASSOCIATE® and shall not use the imprint of the emblem seal of the National Association of REALTORSÒ.

ARTICLE XIV – RULES OF ORDER

Section 1.  Robert’s Rules of Order, latest edition, shall be recognized as the authority governing all meetings and conferences when not in conflict with the Bylaws of the Association.

ARTICLE XV –HARASSMENT

Section 1. Harassment.  Any member of the association may be reprimanded, placed on probation, suspended or expelled for harassment of an association or MLS employee or association officer or director after an investigation in accordance with the procedures of the association.  As used in this section, harassment means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonably interfering with an individual’s work performance by creating a hostile, intimidating or offensive work environment.  The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the president, and president-elect and/or vice president and one member of the board of directors selected by the highest ranking officer not named in the complaint, upon consultation with legal counsel for the association. Disciplinary action may include any sanction authorized in the association’s Code of Ethics and Arbitration Manual. If the complaint names the president, president-elect or vice president, they may not participate in the proceedings and shall be replaced by the immediate past president or, alternatively, by another member of the board of directors selected by the highest ranking officer not named in the complaint.

 

ARTICLE XVI – AMENDMENTS

Section 1.  These Bylaws may be amended at any meeting of the Board of Directors of this Association by the affirmative vote of two-thirds of the majority of elected Officers and Directors in attendance at the time and provided further that written notice of the substance of any proposed amendment shall first have been sent to each Director at least one month in advance of the meeting.  Bylaws changes mandated by NAR Policy shall be automatically updated and approved by the Board of Directors at a regular or special meeting at which a quorum is present.

 

Section 2.  Amendments of these Bylaws affecting the admission or qualifications of REALTOR® and Institute Affiliate Members, the use of the terms REALTOR®, REALTORS®, or any alterations in the territorial jurisdiction of a Board shall become effective only upon the approval of the Board of Directors of the National Association of REALTORS®.

ARTICLE XVII – EMPLOYEE POLICY

Section 1.  The Employee Policy is an addendum to the bylaws.  The Employee Policy is under the direction and approval of the Executive Committee.

ARTICLE XVIII – TRAVEL POLICY

Section 1.  The Travel Policy is an addendum to the bylaws.  Travel Policy is established and approved by the Board of Directors.

ARTICLE XIX–CONFLICT OF INTEREST

Section 1.  The Conflict of Interest policy is an addendum to the bylaws and is approved by the Board of Directors.

ARTICLE XX – DISSOLUTION

Section 1.  Upon dissolution or winding up of the affairs of the Association, the Board of Directors, after providing for payment of all obligations, shall distribute all remaining assets to the National Association of REALTORS® or within its discretion, to any other nonprofit and tax exempt organization.

 

ADOPTED             11/19-20/79

 

AMENDED            09/15/81                                12/06/90                                12/13/01

09/23/83                                09/19/92                                09/12/02

11/30/83                                12/03/92                                12/10/02

02/17/84                                09/11/93                05/07/03

09/20/85                                09/21/96                09/09/04

09/12/87                                12/14/00                                09/09/05

05/08/07                                10/17/07                12/2009

03/2011         06/2012                 06/13/14

12/2016

[1] “Real Estate Business” shall include real estate brokerage, management, leasing, appraising, land development or building.

[2] “Ex-Officio” shall refer to a person who is a member of the Board by virtue of an Officer or Committee Chairmanship held in affiliated Society, Council or Institute.

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