It is election time again and Yes-MLS is ready to accept applications for the election of Directors for the calendar year beginning January 1, 2020.

This is the 2019 election information page. Included are the election instructions/qualifications below and a nomination form to the left. Please mark your calendar to ensure you don’t miss an important deadline of June 3, 2019

Yes-MLS encourages all Member Participants to consider running for a Director’s seat. There are 6 “Elected Director” positions available.

*** Important – Your application must be turned in by Monday, June 3, 2019, If you have any questions, please call Jennifer Welch at (216) 485-4100 ext. 4150 or jennifer@yes-mls.com

Firm Directors – Firm Directors. Four (4) Directors of the Corporation (each such Director, a “Firm Director”; and collectively, “Firm Directors”) shall be appointed to the Directors annually for and on behalf of the four (4) Member Firms having the highest number of transaction sides (both listing and selling) during the Preceding Year (as defined below). Each of the Member Firms meeting the qualifications of the preceding sentence shall be entitled to appoint a Firm Director to serve on the Board of Directors. Each of the Member Firms entitled to appoint a Firm Director pursuant to this Section 4 shall do so no later than June 1 of each year by delivering to the CEO a written notice signed by an authorized representative of such Member Firm. The Nominating Committee (as hereinafter defined) shall determine each year which Member Firms meet the foregoing criteria and shall notify such Member Firms of its right to appoint a Firm Director for the upcoming year no later than May 15 of each year.

As used in these Bylaws, “Preceding Year” shall mean the most recent twelve (12) month period ending on April 30 of each year.

Shareholder Directors – Shareholder Directors. Four (4) Shareholder Directors shall be appointed by the four (4) largest Shareholders, based on the number of members of the Shareholders. Each of the four (4) largest Shareholders shall have one (1) appointment. In addition, two (2) Shareholder Directors shall be appointed by those Shareholders who are not among the four largest Shareholders (the “Remaining Shareholders”), and shall be selected from those Remaining Shareholders who are not otherwise eligible to appoint a Shareholder Director, with the priority being given to those Remaining Shareholders who have not been represented on the Board of Directors for the longest period of time. Each Shareholder Director will serve a three (3) year term, with the exception of the initial (November 2019) appointments of the 3rd and 4th largest Shareholders. The initial appointment of the 3rd and 4th largest Shareholders will each serve a two (2) year term.

The four (4) largest Shareholders shall be determined by the four (4) Shareholders having the most members as of September 1 of the Preceding Year. Each Shareholder shall notify the CEO by written notice their membership count as of September 1 by November 1 of the same year. Each of the Shareholders entitled to appoint a Shareholder Director pursuant to this Section 4 shall do so no later than June 1 of each year by delivering to the CEO a written notice signed by an authorized representative of such Shareholder. The
Nominating Committee (as hereinafter defined) shall determine each year which Shareholders meet the foregoing criteria and shall notify such Shareholders of its right to appoint a Shareholder Director for the upcoming year no later than May 15 of each year.

In the event that one or more of the four (4) largest Shareholders’ membership count should increase or decrease which affects the Shareholder being one of the four (4) largest Shareholders, then the Shareholder(s) who no longer meets the required criteria for the appointed Shareholder Director seat will vacate their appointed seat and the new Shareholder (s ) will fill the vacated Director seat and Director term.

Elected Directors – Elected Directors. In 2019, six (6) Directors of the Corporation (each such director, an “Elected Director”; and collectively, “Elected Directors”) shall be elected by the REALTOR® Participants and thereafter confirmed by the Shareholders. Beginning in 2020-and each year thereafter, the REALTOR® Participants shall elect the number of Elected Directors whose terms are expiring such that there shall always be six (6) Elected Directors. Notwithstanding the foregoing, each Elected Director shall hold office until the term of such Elected Director’s successor begins or until such Elected Director’s earlier death, resignation or removal.

*Neither the Shareholders nor the Member Firms appointing Firm Directors or that are affiliated with a Shareholder Director may nominate, support, actively sponsor or otherwise endorse candidates for the Elected Director positions.

Each Firm Director must either be a principal broker, partner, corporate officer, or a management level licensee the appointing Member Firm and must also be a REALTOR® member of a Shareholder Board.

Each Shareholder Director must be principal broker, partner, corporate officer, or management level licensee of the Member Firm and must also be a REALTOR® member of the appointing Shareholder Board.

Elected Directors must be a principal broker, partner, corporate officer, or management level licensee of a Member Firm and must also be a REALTOR® member of a Shareholder Board or no more than two (2) Elected Directors with all the following qualifications, an agent who has (i) served as president of a Shareholder; (ii) a minimum of two (2) years sales or transaction experience; and (iii) received broker endorsement.

Notwithstanding the foregoing, no Director shall be qualified to serve as a Director if such service will result in more than two Directors being affiliated with the same Member Firm. In order to give effect to this subsection, Firm Directors shall be given priority over Shareholder Directors and Elected Directors, and Shareholder Directors shall be given priority over Elected Directors. In the event that any Shareholder Director appointment would result in more than two Directors from the same firm, then the priority of appointment shall be afforded to the larger Shareholder. This may result in the removal of a Shareholder Director or Elected Director from office before the end of their term. Such removal shall be done in accordance with Section 10 of this Article III.

The 2019 Nominating Committee consists of the following members:
Marlin Palich – Chair
Gary Golem
Jim Fox
David Bissler
Tony DeLuke

This committee will identify the eligibility of the Member Brokers to appoint Firm Directors and approve the
nominees as receivers to serve as Elected Directors and Shareholder Directors for term(s) beginning 2020.

Member Brokers may nominate themselves or another Member Broker using the Director Nomination Form attached. All Elected Directors shall be nominated for election in accordance with the provisions of this Section 8 and other Rules. Any individual meeting the appropriate qualifications for Elected Directors set forth in this Article III may submit to the Nominating Committee an application to run for an Elected Director position not later than June 1 of each year. The form of such application shall be established by the Board of Directors from time to time. The Nominating Committee shall review all applications received to ensure that each applicant meets the qualifications for Elected Directors under this Article III. The Nominating Committee may take such actions and make such investigations as it deems necessary, at its discretion, to review such applications. In the event applications are received from three or more individuals affiliated with the same Member Firm and, if all such applicants were elected to the Board of Directors, such Member Firm would have more than two of the Members of the Board of Directors (excluding retiring Directors), the Nominating Committee shall notify such applicants and such Member Firm shall cause the appropriate number of applications to be removed for consideration by the Nominating Committee no later than ten (10) days from the date of such notice. In the event an application is received from an individual affiliated with a Member Firm and, if such individual were elected to the Board of Directors, such Member Firm would have more than two of the Members of the Board of Directors (excluding retiring Directors), then the Nominating Committee shall reject such application and shall notify such applicant of the reason therefor.

The Nominating Committee shall present a list of nominees to the CEO not later than June 15 of the applicable year. Such list shall contain the names of all nominees who are qualified to run for Elected Director under this Article III.

Firm Directors. Each Firm Director shall serve on the Board of Directors for a one (1) year term beginning on the first (1st) day of the calendar year immediately following the calendar year during which such Director was appointed. If at any time during the term of office, a Firm Director changes his or her Member Firm affiliation, such Director shall immediately be disqualified from serving on the Board of Directors and shall be removed from the Board of Directors in accordance with Section 10 of this Article III.

Shareholder Directors. Except as provided below, Each Shareholder Director shall serve on the Board of Directors for a three (3) year term beginning on the first day of the calendar year immediately following the calendar year during which such director was appointed If, at any time during the term of office, a Shareholder Director (a) changes his or her Member Firm affiliation so that more than two of the Directors serving on the Board of Directors is affiliated with the same Member Firm, or (b) is no longer a REALTOR® member of the
appointing Shareholder, such Director shall immediately be disqualified from serving on the Board of Directors and shall be removed from the Board of Directors in accordance with Section 10 of this Article III. Each Shareholder Director shall serve a three (3) year term with the exception of the initial (November 2019) appointments of the 3rd and 4th largest Shareholders. The initial appointment of the 3rd and 4th largest Shareholders will each serve a two (2) year term.

Elected Directors. Except as provided below, each Elected Director shall serve for a three (3) year term beginning on the first (1st) day of the calendar year immediately following the calendar year during which such Director was elected. The Elected Directors elected in the first election shall serve as follows: (i) the Directors receiving the first and second highest number of votes shall each serve for a three (3) year term; (ii) the Directors receiving the third and fourth highest number of votes shall each serve for a two (2) year term; and (iii) the Directors receiving the fifth and sixth highest number of votes shall each serve for a two (2) year term.

In addition to the limitations set forth in Sections 4 and 5 of this Article III, if at any time during the term of an Elected Director’s office, an Elected Director (a) changes his or her Member Firm affiliation so that more than two of the Directors serving on the Board of Directors is affiliated with the same Member Firm, (b) is no longer affiliated with a Shareholder in the Service Area, or (c) ceases being a licensed real estate broker under the laws of the state of Ohio, or ceases being a licensed real estate agent under the laws of the state of Ohio such Elected Director shall immediately be disqualified from serving on the Board of Directors in accordance with Section 10 of this Article III.

The CEO shall cause a ballot to be distributed to the REALTOR® Participants. Thereafter, the CEO shall cause a ballot of the nominees to be transmitted to all REALTOR® Participants not later than September 1. The form of the ballot and the method for delivery and return (mail or electronic communications) shall be established by the Board of Directors from time to time.

Each REALTOR® Participant (except those REALTOR® Participants who are affiliated with (a) Member Firms who have appointed a Firm Director or (b) Member Firms who are affiliated with an appointed Shareholder Director) shall receive one non-cumulative vote for each Elected Director position (i.e., one vote for each of six (6) Elected Director positions in 2020 and one (1) vote for each of two Elected Director positions in 2021 and thereafter). To be counted, all ballots must be returned to the CEO by the date set forth
on the ballot.

All ballots must be returned to Yes-MLS no later than Monday, June 3, 2019. The CEO, with the assistance of the Nominating Committee, shall count the ballots that are properly marked and returned by the REALTOR® Participants.

When the final nominees for Elected Directors have been selected as set forth above, the Chairman shall submit the list of nominees (the “Nominee List”) at the next annual or special meeting of the Shareholders, at which the Elected Directors are to be elected by the Shareholders in accordance with Section 8(b) of this Article III.

At each annual meeting of the Shareholders, successors shall be elected to replace the Elected Directors whose terms will expire at the end of the then current fiscal year, but when the annual meeting of the Shareholders is not held or such Elected Directors are not elected thereat, they may be elected at a special meeting of the Shareholders called or held for that purpose. Such election shall be by ballot whenever requested by any Shareholder entitled to vote at such election; but, unless such request is made, the election may be conducted in any manner approved at such meeting. All such Elected Directors shall be elected from the Nominee List. Each Shareholder may cast votes equal to the number of shares of the Corporation owned by such Shareholder. At each meeting of the Shareholders for the election of Directors, the persons receiving the greatest number of votes shall be the Directors elected to serve on the Board of Directors.

The two nominees for the Elected Governor positions receiving the most votes shall be the tentative winners and the final nominees for the position of Elected Directors pending the Shareholders’ meeting. When the tentative winners for Elected Directors have been selected as set forth above, the Chairman shall submit the list of tentative winners (the “Nominee List”), which includes the Firm Directors appointees and the Shareholder Directors appointees, at the next annual or special meeting of the Shareholders at which time they are to be named as “Elected Directors” by the Shareholders in accordance with Article III, Section 8 of the Bylaws. The Nominee List shall be submitted to the Shareholders on Thursday, November 14, 2019 and the nominees shall be elected at said meeting to serve terms as previously described.