BYLAWS

 

Updated August 2024

These Bylaws are updated on a regular basis. 

Be sure you are viewing the most recent version which is always available at
www.TriangleMLS.com

 

 

BYLAWS FOR

 

TRIANGLE MLS, INC.

DEFINITIONS 

 

Broker-in-Charge (BIC) A licensed agent who is the Designated Realtor in charge of an office registered with the North Carolina Real Estate Commission and/or Virginia Department of Professional and Occupational Regulation. 

 

“Cooperation” (and its derivative forms including “cooperate”) means (a) or (b) or both: (a) sharing information on listed property and making property available to other brokers for showing to prospective purchasers and tenants when it is in the best interests of a listing broker’s clients; (b) attempting to find buyers or tenants for properties listed in the Service.

 

Participant A Participant is a Broker to The Service and is listed in the North Carolina Real Estate Commission and/or Virginia Department of Professional and Occupational Regulation, known as the Broker in Charge (BIC) and/or Qualifying Broker. (See Article 4)

 

Participant Firm A Participant Firm is a firm on record with the North Carolina Real Estate Commission and a participant with TMLS. A Participant Firm may have more than one office recorded with the North Carolina Real Estate Commission which shall be known as Participant Offices for TMLS purposes.

 

Shareholder A Shareholder is any person or entity who owns shares in TMLS. They operate under the laws of North Carolina regarding ownership of corporate interests and own some or all of TMLS outstanding shares. 

 

Stakeholder A Stakeholder is a Real Estate Association which has executed a Stakeholder Agreement with TMLS. They operate under a License Agreement and do not own shares in TMLS. 

 

Subscriber A Subscriber is a Licensed Broker who is not the Participant BIC.

 

Triangle MLS may be referred to in this document as “TMLS” and as the “Service” below. 

 

Virtual Office Website (VOW) is a type of license intended to service Subscriber’s and Participants who deliver real estate services without a physical office.

ARTICLE I, NAME

 

Section 1. Principal Office:  Initially the principal office of the Corporation shall be at 111 Realtors Way, Cary, North Carolina; but may be relocated from time to time hereafter by action taken by the Board of Directors of the Corporation.

 

Section 2. Registered Office:  The registered office of the Corporation required by law to be maintained in the State of North Carolina shall be the same as any of its principal offices, or may be such other offices as may be designated by the Board of Directors.

 

Section 3. Name:  The name of this organization shall be the Triangle MLS, Inc. hereinafter "Service", all the shares of stock of which are solely and wholly-owned by the Raleigh Regional Association of REALTORS.

 

ARTICLE 2, PURPOSES

 

The Service shall establish and operate a multiple listing service (hereinafter "MLS") which is a means by which cooperation among Participants is enhanced; by which information is accumulated and disseminated to enable authorized Participants to prepare appraisals, analyses, and other evaluations of real property for bona fide clients and customers; by which Participants engaging in real estate appraisal contribute to common databases; and is a facility for the orderly correlation and dissemination of listing information so Participants may better serve their clients and the public.  

 

ARTICLE 3, SERVICE AREA

 

The area within which the Service shall operate shall include the counties of Wake, Durham, Orange, Alamance, Caswell, Chatham, Franklin, Granville, Halifax, Harnett, Johnston, Lee, Nash, Person, Vance, and Warren (the "Triangle Counties") and such other and additional areas that the Corporation may hereafter deem beneficial to its Participants.

 

ARTICLE 4, PARTICIPATION

 

1. MLS Participation and Participant(s) Defined Any REALTOR of this or any other Association who is a principal partner, corporate officer, or BIC acting on behalf of a principal, without further qualification, except as otherwise stipulated in these bylaws, shall be eligible to participate in Multiple Listing upon agreeing in writing to conform to the rules and regulations thereof and to pay the costs incidental thereto.  However, under no circumstances is any individual or firm, regardless of membership status, entitled to Multiple Listing Service “membership” or “participation” unless they hold a current, valid North Carolina, or Virginia real estate broker’s license and cooperate 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 Multiple Listing Service 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 Multiple Listing Service where access to such information is prohibited by law. 

 

Mere possession of a broker’s license is not sufficient to qualify for MLS participation.  Rather, the requirement that an individual or firm cooperate means that the Participant actively endeavors during the operation of its real estate business to cooperate.  “Actively” means on a continual and on-going basis during the operation of the Participant’s real estate business.  The “actively” requirement is not intended to preclude MLS 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 MLS 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 an MLS 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.

 

The key is that the Participant or potential Participant actively endeavors to cooperate with respect to properties of the type that are listed on the MLS in which participation is sought.  This requirement does not permit an MLS 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 cooperate.  An MLS may evaluate whether a Participant or potential Participant “actively endeavors during the operation of its real estate business to cooperate” only if the MLS 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. 

 

2. Application for MLS Participation Application for MLS Participation shall be made in such manner and form as may be prescribed by the Board of Directors of the Service and made available to any REALTOR Principal, in good standing with a REALTOR Association. The application form shall contain a signed statement agreeing to abide by these Bylaws and any other applicable Rules and Regulations of the Service as from time to time adopted or amended.  Each location of a Participant Firm shall be required to apply separately for Participant status. 

 

3. Discontinuance of Service Participants in the Service may discontinue Participation by giving the Service seven (7) days written notice and may reapply to the Service by making formal application in the manner prescribed for new applicants for Participation provided all past dues and fees are fully paid. 

 

4. Authorized Subscribers Authorized Subscribers of the Service's MLS shall also include affiliated licensed and unlicensed administrative and clerical staff, personal assistants, and individuals seeking licensure or certification as real estate appraisers who are under the direct supervision of an MLS Participant or the Participant's licensed designee. 

 

5. Stakeholder Association A Stakeholder Association of the Service is an Association of REALTORS® promoting Triangle MLS, Inc. as the primary MLS for their members. To qualify as a Stakeholder Association the Association must comply with the Stakeholder Licensing Agreement. 

 

6. Stakeholder Association Executive’s Access Association Executives of an Association who use the Service as their primary MLS provider, or their designated representative, may seek administrative access (read-only) to the MLS system for the sole purpose of creating and using aggregated data, statistics, and analysis to better serve their subscribers/members.

 

ARTICLE 5, SERVICE CHARGES

 

The charges made for Participation in the Service shall be as determined, and as amended from time to time, by the Board of Directors of the Service as provided hereinafter, and as specified in the Rules and Regulations of the Service.

 

ARTICLE 6, GOVERNING BODY

 

1. Government of the Service The government of the Service shall be vested in a Board of Directors comprised of the elected Officers and Directors nominated and elected as described in this Article. 

 

2. Officers of the Service The officers of the Service, who need not be elected Directors, shall be a Chairperson of the Board, President, a Vice President, and a Secretary-Treasurer, and shall have such duties as described in this Article. 

 

3. Board of Directors The Board of Directors shall be made up of Directors-at-Large, Stakeholder Association Directors of qualifying Stakeholder Associations, and one (1) elected member of the Stakeholder Association Council. There shall be no more than fifteen (15) directors, but no fewer than nine (9) elected Directors of the Service, who will serve three-year terms, but may be elected to serve successive terms without limitation, plus one non-voting Director appointed annually by the Raleigh Regional Association of REALTORS® and the current Chief Executive Officer of Raleigh Regional Association of REALTORS® as the non-voting owner’s representative. Elections shall be staggered so 1/3 (one third) of the seats shall be elected in each year.  Directors must be subscribers of the Service with the exception of up to two directors may be non-Realtors from real estate related industries. Directors may not serve as a Stakeholder/Shareholder Association President, President-Elect or Vice President during their term as a Director of the Service.

 

Directors shall take office upon the effective date of their election and shall continue until a successor or replacement is elected, and notice has been received by the Corporation. If a Director misses three meetings in a calendar year or two consecutive meetings he or she will be disqualified from further service on the Board. If a Director seat becomes vacant for any reason, his or her replacement shall be appointed by a majority of the remaining Directors.

 

4. Nomination and Election of Officers and Directors 

 

Section 1: Nominating Committee:  The nominating committee will consist of the Officers and Directors of the Corporation.  The Nominating Committee will propose a slate of nominees.  No more than two (2) Directors may serve at the same time from any single company.  

 

Section 2: Rights of Stakeholder Associations to Select Nominees: By August 1st, each Stakeholder Associations shall propose up to two nominations through the action of the Association. Nominees must hold primary association membership. These nominations must be submitted by the Association Executive to the Executive Director of the Service. All nominations through the action of the Stakeholder Associations shall be included on the ballot along with the nominees proposed by the Nominating Committee. 

 

Section 3: Rights of Participants to Select Additional Nominees:  Following the meeting of the Nominating committee, a person may be proposed for nomination by a petition submitted to the Executive Director which is signed by at least 10 Participant Firms eligible to vote in the election. All individuals which are "petitioned" for nomination will be included on the ballot along with the nominees proposed by the committee.

 

Section 4: Directors-at-Large: The total Director-at-Large seats shall be the number of Stakeholder Association Director seats, plus the Stakeholder Association Council seat plus one (1).  

 

Section 5: Stakeholder Association Directors:  One Director will be elected from each of the Stakeholder Associations that have 400 or more active members who are primary subscribers of the Association.  Stakeholder Association Director membership entitlement count date is as of August 1st of the current year. If the Stakeholder Association member count falls below the 400 members, the Director will serve out the current term, and the entitlement to a director shall be revoked for future terms until the membership entitlement count returns to 400 or more,

 

Section 6: Stakeholder Association Council Director: The Stakeholder Association Council shall elect from their membership, each December, one individual to serve on the  Board of the Service. This representative will serve a one (1) year term and must be a Service subscriber from a Stakeholder Association other than Raleigh Regional Association of REALTORS®. 

 

Section 7: Voting: The number of votes that each Participant Firm will be entitled to cast to elect Directors shall be determined as follows:

 

1. Each Participant Firm will have:

 

1. One vote for itself,

 

2. One vote for each residential listing entered into the MLS by the firm in the period between the prior September 1 and August 31, regardless of the listing status at August 31, and

 

3. One vote for each residential listing placed in a “Closed” status in the period between the prior September 1 and August 31, with the Participant Firm named as the selling/cooperating firm.

The Chief Officer, President of the Participant Firm or designee(s) shall cast all eligible votes.

 

2. Voting will be cumulative, meaning that the number of votes cast by each Participant Firm will be the number of votes as determined above, times the number of seats to be elected.  The total number of votes may be cast cumulatively for any one or more of the nominees.

 

3. For the purpose of establishing a quorum sufficient for the election Directors ballots must be cast by:

 

1. A minimum of ten (10) percent of the Participant Firms eligible to vote, or

 

2. Participant Firms representing 20% of the Subscribers

 

3. In the event a quorum is not achieved, the Board of Directors of the sole shareholder will determine the Directors to fill the open seats by vote. 

 

4. The election will be by written ballots by postal mail or other electronic means in accordance with procedures adopted by the Board of Directors.  Directors will take office on January 1 of each year.

 

Section 8: Shareholder Removal of Directors: The shareholder retains the power to impeach and remove any Director who fails or refuses, after written notice, to perform his or her duties as a Director in a manner consistent with the policies and guidelines established by the National Association of REALTORS® for the operation of a Multiple Listing Service.

 

Section 9: Multiple Elected Directors:  In the event a merger or acquisition of companies or an elected Director’s change in company affiliation results in three or more elected Directors serving from a single Participant, a formal request will be sent by the Chairperson of the Corporation to the Participant requesting the resignation of all but two Directors to comply with the bylaws of the Corporation.  The resignations must be effective at the beginning of the first scheduled meeting of the Board of Directors immediately following the merger or acquisition or the elected Director’s change in company affiliation.

 

5. The Election of Officers The Officers of the Corporation shall be elected annually by a vote of the Directors of the Corporation, in accordance with these Bylaws.  The Officers shall serve for a one-year term, but may be re-elected to successive terms without limitation.

 

6. Officers and Directors The Officers and Directors shall be authorized to act on behalf of the Corporation as follows: 

 

1. The Executive Director of the Corporation shall be the Chairperson of the Board of TMLS and preside at the meetings of the Board of Directors, and the Corporation, and shall have the responsibilities of acting as liaison to area Associations of REALTORS→ researching new products, negotiating vendor agreements and shall have sole authority to hire, terminate and set compensation for all paid staff of the Corporation. 

 

2. The Executive Director shall have full authority to manage and direct the operations of the Corporation in accordance with the policies and directives of the Board and will attend and participate in the meetings and discussions of the Directors. 

 

3. The Executive Director shall perform all of the duties of the President subject to declared policies and, as required, subject to confirmation of the Board of Directors.  Unless otherwise designated by the Board, the Executive Director shall serve as President. 

 

4. The Vice President shall, in the absence of the President, perform all of the duties of the President.  The Board may elect to leave the office of Vice President vacant. 

 

5. The Secretary-Treasurer shall be the custodian of the funds of the Corporation and shall keep an accurate record of all receipts and disbursements.  The Secretary-Treasurer shall provide to the Board of Directors and to the Corporation's Participant Firms a quarterly statement of all accounts and financial affairs for the Corporation.  The Secretary-Treasurer shall keep the minutes of the meetings of the Board of Directors and meetings of the shareholder and Participants, shall give all notices of the Corporation, and shall have charge of the corporate seal and affix the name to all documents properly requiring such seal.  Unless otherwise designated by the Board, the Chief Operating Officer or designee shall serve as Secretary-Treasurer. 

 

6. The Board of Directors of the Corporation shall be the governing body of the Corporation and shall direct the affairs of the Corporation and shall approve an annual budget and authorize all expenditures of funds.  The Board of Directors with the aid and assistance of the Officers shall, prior to the end of each fiscal year, prepare a budget reflecting projected costs and expenses of the Corporation for the next fiscal year, indicating projected income from all sources.  The Board of Directors shall employ such executives as it deems necessary to conduct the operations and administrative business of the Corporation.  The Board of Directors shall have the right to make an audit of all books and accounts at any time without notice.  The Board of Directors shall have the power from time to time to adopt such Rules and Regulations as they may deem appropriate, subject to the review and approval requirements of Article XIII here below.  Except for the requirement for such approvals, the action of the Board of Directors shall be final. 

 

7. Any Participant who is or becomes involved with any competing multiple listing service as an owner, officer, director or in any other capacity except as a Participant or Subscriber will be immediately disqualified from service on the Board of Directors of the Corporation. 

 

8. The Board of Directors shall meet at least quarterly or more frequently as it shall determine.  The Board may set a regular date and time for its meetings, in which case no notice of meeting will be required.  In all other instances, at least forty-eight (48) hours notice of a meeting must be given to each Director.  Notice by email, telephone, or hand delivery shall be sufficient.  At any meeting of the Directors, a quorum of at least fifty percent (50%) of elected Directors must be present for the approval or authorization of any action by or on behalf of the Corporation.

 

ARTICLE 7, MEETINGS 

 

1. Annual Meeting The annual meeting of the Corporation's shareholders shall be held during each year at the time and place specified by the Board of Directors. 

 

For purposes of the Corporation’s annual meeting, the presence of the shareholder’s representative, or other such representative as designated in writing by the shareholder, shall constitute a quorum for the transaction of business.

 

2. Special Meetings of The Corporation Special meetings of the Corporation may be called from time to time by the Chairperson, a majority of the Board of Directors, or upon written request by the shareholder, or upon the written request of at least ten percent (10%) of Participant Firms.  Written notice stating the day, place, and hour of the meeting, the purpose or purposes for which the meeting is called, shall be E mailed or delivered to all shareholders and/or Participant Firms not less than ten (10) days prior to said meeting. 

 

3. Quorum and Voting at Special Meetings of The Corporation called by Participants A minimum of ten (10) percent of the Participant Firms eligible to vote or Participant Firms representing 20% of the Subscribers. In the event a quorum is not achieved, the Board of Directors of the Raleigh Regional Association of REALTORS® will determine the Directors to fill the open seats by vote. 

 

For purposes of a special meeting of the Participant Firms, a minimum of fifty percent (50%) of the Participant Firms eligible to vote must be present or represented by proxy to constitute a quorum for the transaction of business. If a quorum exists at a special meeting of the Participant Firms, then action on a resolution shall pass by majority vote.

 

4. Meeting of The Board of Directors The Board of Directors may meet at any time it deems advisable on the call of the Executive Director or any three Members of the Board of Directors.  Fifty percent (50%) of 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. 

 

5. Presiding Officer At all meetings of the Participants of the Service, or of the Board of Directors, the Executive Director  or, in the absence of the Chairperson/President, the Vice President shall serve as presiding officer.  In the absence of the Executive Director and Vice President, the Chairperson/President shall name a temporary Chairperson or, upon the Chairperson/President's failure to do so, the Board of Directors of the Service shall appoint a temporary Chairperson. 

 

6. Participant Firms Every Participant Firm which has at least one subscriber to the Service shall be entitled to attend special meetings of the Corporation and to vote for the election of Directors as provided in Article 6 and 7 above.

 

ARTICLE 8,  COUNCILS AND COMMITTEES

 

1. The Stakeholder Association Council (SAC) The SAC is made up of the representatives of any Stakeholder Association with more than 100 members. Each Stakeholder Association may send up to three individuals to the meetings. The representatives shall be the Association Executive Director or their designated representative, and two subscribers of the Service  who have a minimum of three years experience in real estate. These representatives will be expected to serve a one-year term, but may serve successive terms without limitation by the Service. In November, Each Stakeholder Association Executive will provide the names of three (3) representatives to serve in the following year. The term will be December 1 – November 30. 

 

Each December, the SAC will elect a chairperson and a Co-chairperson to run the meetings. The Executive Director of the Service will assign a Service staff liaison to support the SAC. The staff liaison will take the meeting minutes, keep attendance, and assist the chairperson  and the Co-chairperson  as needed.

 

Each December, the Participants and licensees of the SAC will elect a member to sit on the Board of Directors of the Service. This individual may be from a firm that already has a representative on the board of the Service. The following are not eligible for the SAC Director seat:

 

1. Association Executives or their designated representative,  
2. Representatives of the Raleigh Regional Association of REALTORS®`
3. Association President, President- Elect, or Vice-President.

 

The SAC will meet at least quarterly to discuss issues with the Service including addition or removal of services, rules, policies, etc. The SAC shall follow Robert’s Rules of Order. Motions that are passed by the SAC shall be taken by the SAC Director to the board meeting of the Service.

 

2. COMMITTEES The Executive Director, with the approval of the Board of Directors, shall create such standing or Ad Hoc Committees as are deemed necessary and, shall appoint the Members thereof.  The Executive Director, Vice President, Secretary/Treasurer and one to three Members of the Board of Directors selected by the Board, shall constitute the Executive Committee and shall be authorized to take action on behalf of the Corporation at any time between the meetings of the Board.  All such actions shall be reported to the Board for its review at its next occurring scheduled meeting.

 

ARTICLE 9, FISCAL YEAR

 

The fiscal year of the Service shall commence on January 1st and shall end on December 31st.  

 

ARTICLE 10, AMENDMENTS

 

1. Amendments to Articles of Incorporation and Bylaws Except as required by statute, Amendments to the Corporation's Articles of Incorporation or Bylaws shall be initiated by the Board of Directors and shall require the approval of the Board of Directors of the Corporation.  When amendments to the Bylaws of the Corporation have been so approved, said amendments shall be effective immediately or as stated in the amending resolution. 

 

2. Amendments to Rules and Regulations Amendments to the Rules and Regulations of the Service shall be initiated and approved by the Board of Directors of the Corporation.  The amendments to the Rules and Regulations of the Service shall be effective immediately or as stated in the amending resolution. 

 

3. Amendments Requiring Raleigh Regional Realtors Board of Director Approval Only the changes to the Articles and Subsections in the following sections will require the approval of the Board of Directors of the Raleigh Regional Association of Realtors:

 

1. Article 6 Governing Body, Section A Government of the Service
2. Article 6 Governing Body, Section C Board of Directors 
3. Article 6 Governing Body, Section D (8) Removal of Directors

ARTICLE 11, CONTRACTS, LOANS AND DEPOSITS

 

1. Contracts The Board of Directors may authorize the Executive Director  to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances. 

 

2. Loans No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances. 

 

3. Checks and Drafts All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by the Executive Director, Secretary/Treasurer or such other officer, agent or agents of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors. 

 

4. Deposits All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in accordance with the TMLS Investment Policy as approved by the TMLS Board of Directors.

ARTICLE 12, REPORTS

 

1. Financial Statements for Shareholders The Corporation shall deliver the annual financial statements to the shareholder within 120 days after the year-end tax return and audit, or review, are completed by the CPA.

 

2. Indemnification The members of the Board of Directors, the Executive Director, and the officers of the Corporation, designated or selected as provided in these Bylaws, shall not be liable for any mistake of judgment, negligence, or other act or omission, except for individual willful misconduct, or bad faith.  The members of the Board of Directors, the Executive Director , and the officers are indemnified and held harmless to the fullest extent allowed by the law against all liabilities to others arising out of contracts made by the Board of Directors, the Executive Director and the officers on behalf of the Corporation, unless any such contracts shall have been made in bad faith or contrary to the provisions of these Bylaws and against all liability arising out of any other actions taken by members of the Board of Directors, the Executive Director, and the officers in good faith within the course of their duties and the scope of their authorities.  It is intended that the members of the Board of Directors, the Executive Director and the officers shall have no personal liability with respect to any contract made by them on behalf of the Corporation.  Every agreement made by the members of the Board of Directors, the Executive Director, or the officers or by an agent or employee on behalf of the Corporation, which agreement the Director, the Executive Director officer, or employee is authorized to make, shall provide that the Board of Directors and the officers are acting only as agents of the Corporation and shall have no personal liability thereunder.  The Corporation shall obtain, to the extent available, directors, and officers' liability insurance and errors and omissions liability insurance, the cost of said insurance to be provided at the expense of the Corporation.

 

ARTICLE 13, GENERAL PROVISIONS

 

1. Dividends, Net Revenues and Rebates Dividends may be paid at the discretion of the Board of Directors in an amount determined by the Board of Directors.  Net revenue beyond amounts necessary for capital requirements and reasonable reserves may be waived, rebated, or credited to Participants in amounts to be determined by the Board of Directors. 

 

2. Seal The seal of the Corporation shall bear the following inscription and an impression of the same shall be affixed to these Bylaws:

 

TRIANGLE MLS, INC.

 

SEAL

 

NORTH CAROLINA

ARTICLE 14, DISSOLUTION

 

In the event this Service shall at any time terminate its activities, the Board of Directors 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 Raleigh Regional Association of REALTORS.  Said plan shall provide for the collection of all assets, the payment of all liabilities, and that the remaining portions thereof be assigned to the parent corporation, namely, Raleigh Regional Association of REALTORS.