Officers/Duties of Officers.  The elected officers of the Board shall be:  a President, a President-Elect, and a Secretary/Treasurer.  They shall be elected for terms of one year. The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors.

Section 1. President.  The President shall preside at all meetings of the Association or its directors.  He/She shall be an ex officio Member of all committees.  Upon expiration of their term, the President shall continue for one (1) year as an ex officio Member of the Board of Directors with full voting privileges.

Section 2. President-Elect.  The President-Elect shall preside at the meetings of the Association or its directors in the absence of the President.  The President-Elect shall normally succeed the present President the following year for a one (1) year term.  In the absence of the President and President-Elect, a presiding officer may be chosen by a majority vote of those in attendance to preside at the meeting.

Section 3. Chief Executive Officer.  There shall be a Chief Executive Officer hired by the Board of Directors who shall be the chief administrative officer of the Association.  The Chief Executive Officer shall have the authority to hire, supervise, evaluate and terminate other staff, if any, and shall perform such other duties as prescribed by the Board of Directors as stated in the Chief Executive Officer’s employment contract.

The, Chief Executive Officer, under the direction and supervision of the Officers and Directors, shall be charged with the administration of the Association and with carrying out the policies and programs of the Officers and Directors.

It shall be the particular duty of the Chief Executive Officer or designee to keep the records of the Association and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the MINNESOTA ASSOCIATION OF REALTORS®.

Section 4. Secretary/Treasurer.  The Secretary/Treasurer shall have general supervision over the records and proceedings of the Association.  The Secretary/Treasurer shall keep the accounts of the Association, which shall at all times be open to the reasonable inspection of any Member and they shall make reports in writing from time to time as required by the Board of Directors.

All Officers and Association employees shall be covered by a blanket bond for the faithful discharge of their duties in an amount and in such bonding company as the Board of Directors shall direct.  The premium for same to be paid by the Association.  All checks for disbursing funds of the Association shall contain two (2) signatures of Officers appointed by the Board of Directors, EXCEPT, the Board of Directors may authorize the Chief Executive Officer to draw checks in a minimal amount set by the Board of Directors for normal operating expenses containing only the signature of the Chief Executive Officer.

Section 5. Board of Directors.  The governing body of the Association shall be a Board of Directors consisting of the Officers, Immediate Past President, Affiliate Director, nine (9) REALTOR® Members of the Association and the Chairs of the following Committees; Education, Governmental Affairs, and Multiple Listing Service and the Association’s RMLS Board of Governors representatives.  Three (3) Directors shall be elected each year to the Board of Directors for a term of three (3) years.  Committee Chairs and the Affiliate Director shall serve a one (1) year term on the Board of Directors.  As many Directors shall be elected each year as are required to fill the vacancies.

Section 6. The Chair of the Strategic Planning Committee shall be the President of the Association.

Section 7. Executive Committee. The Executive Committee shall be made up of the current President, Immediate Past President, President-Elect, Secretary/Treasurer, two (2) Members from the current Board of Directors and the Chief Executive Officer who shall be a part of the Executive Committee but does not have a vote.  All shall serve a one year term.

The Executive Committee shall serve as an advisory group to the President and the Board of Directors, review Association business and make recommendations to the Board of Directors; approve interim expenditures at Board of Directors meetings and oversee the general operations of the Association.   Between Board of Director’s meetings, the Executive Committee may make management decisions of the Association, which decisions must be ratified by the Board of Directors.  This ratification may be by telephone or faxed decision or at the next scheduled meeting of the Board of Directors.   Members of the Executive Committee may be appointed by the President to serve as a liaison between a committee, the Executive Committee and the Board of Directors.  Members of the Executive Committee may be asked by the President, from time to time, to serve other functions in the best interest of the Association, its membership and the overall operations.

Section 8. Election of Officers and Directors.

(a) The Nominating Committee shall meet in March to begin the annual election process. A nominating committee consisting of the Immediate Past President who shall chair the committee, the President,  the President previous to the Immediate Past President, the three (3) Directors going off the Board and three (3) Members at large appointed by the President all with approval of the Board of Directors.  It shall be the duty of the nominating committee to nominate at least two (2) candidates for each vacancy of Director caused by the expiration of the terms to be completed at the end of the year or otherwise to be replaced.  The report of the Nominating Committee shall be published to the membership.  Additional candidates for Directors, subject to same above requirements, may be placed in nomination by a petition signed by not less than twenty (20) REALTOR® Members.  The petition signed shall be filed with the Chief Executive Officer by June 30, in order to be included in the voting ballot. The Chief Executive Officer shall send notice of such additional nominations to all REALTORS®.

(b) The Nominating Committee shall also recommend to the Board of Directors a candidate for President-Elect and Secretary/Treasurer.  Any retiring Director serving on the nominating committee wishing to apply for one of these offices shall be excused from serving on the Nominating Committee and be replaced by appointment of the President.  The Nominating Committee shall personally interview all candidates for the position of President-Elect and Secretary/Treasurer.  Candidates for these positions must have served on the Board of Directors for a minimum of one (1) year or been active as a committee chair.  The President-Elect would normally be elected President of the Association the following year.  However, the Board of Directors is not absolutely bound by this policy.  The office of Secretary/Treasurer shall be held by the same person. 

(c) General Election. Election of the Directors shall take place by mail.  The ballot will be mailed to each REALTOR® Member with a self-addressed-stamped envelope included.  Only those ballots returned by August 1, will be counted to determine the election

(d) The Nominating Committee shall also serve as the Election Committee.  The committee shall meet within five (5) days after August 1, to count the ballots.  In case of a tie vote for any position the selection shall be made by lot.

(e) The Affiliate Member Director shall be the same person that holds the Chair of the Affiliate Advisory Committee.

Section 9. Organizational Meeting.  An organizational meeting for the following year consisting of the current Board of Directors and the new Directors may be held in conjunction with the October meeting of the Board of Directors. 

Section 10. Vacancies.  Vacancies among the Officers and Directors shall be filled by a simple majority vote of the Board of Directors until the next annual election.

Section 11. 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.

(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.

(b) Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) 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.

(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 members present and voting shall be required for removal from office.