Shareholder Rights: Encyclopedia of Every Day Law is quoted in this post. Click on the post title or the Encylopedia link to view the entire article.
Yesterday I had the pleasure of participating in another brokerage outreach visit. OKCMAR and its wholly-owned subsidiary corporation have an agressive outreach schedule for 2010. Your leadership strongly believes it is the one-on-one contact with staff that helps to create and communicate the value of your dues and fees. We want each and every member to fully understand the OKCMAR strategic plan and MLS value proposition. Understanding how busy our members are, both myself, the OKCMAR CEO, and Chris Chappell, Broker & Vendor Services Director, will be attending your broker sales meetings, at your office or location of choice. To arrange for Chris or myself to attend your sales meeting for a brief presentation email us at dkennedy@okcmar.org or cchappell@okcmar.org
Side note: This particular broker held the sales meeting at Johnnie's Restaurant on the Northwest Expressway and the onion rings are to die for!
The subject came up as to why members were not allowed to vote on every decision impacting the managment or policy of the MLS and OKCMAR. This was quickly followed with "Nobody asks the members before they do something". This a very common question/complaint I hear. I have always responded in the same manner but believe it bears repeating. Members are asked through surveys (Every write-in comment is read) as to the direction they would like things to go. We ask pointed questions and welcome written comment, questions like, "How satisfied are you with the MLS?" and "How satisfied are you with OKCMAR services?" We ask about the news magazine, the eblasts, the education department, the legislative agenda, staff performance and more.
Significant policy issues (changes in bylaws) require a membership vote. Less than 5% of you actually vote even though we now have online voting. All you need to do is click and yet most do not answer the important policy questions when asked.
You also vote through your elected directors. The directors review every change and VOTE ON YOUR BEHALF for you. It is assumed that the directors are a cross-section of the membership as all members are allowed to vote in the director election. To contact your directors for OKCMAR click here or for MLS directors click here.
However, the request for changes, additions, modifications, deletions, programming and services does not come from the Board of Directors. It comes from you through two means: Via a committee or via the write-in survey comments. Although we send out 1500 surveys randomized by Excel we get back a little over 300. We need to have 300 minimum response in order to have a 98% confidence level that the sample group is representative of the membership. We must keep the survey open for two months and send numerous emails pleading with members to please complete it.
We also keep the committee sign up form on the board website for three months, October- December, requesting members get involved in the decision making process of the board. The statement "We are never asked" simply is not accurate. We ask through surveys, we ask at the board luncheons, we ask in e-blasts, we ask in committee meetings, we ask in the newsmagazine, we ask on the board website, we ask on the MLS Message of the day, we ask in facebook, we ask in this blog, we ask and ask members for their input in how things will be run.
As to "Why don't we get to vote on decisions?" Again your elected representatives are voting on your behalf but imagine with the less than 5% voting rate how effective your association would really be if every committee request went to a membership vote? Is this normal- do other boards and corporations operate the same way? From the Shareholders Rights Every Day Law Encyclopedia:
"Matters upon which shareholders vote, in addition to the election of the directors, depend on the issues affecting the corporation. The following are the most significant of these matters.
Approval or disapproval of changes in the articles of incorporation
Approval or disapproval of a merger with another corporation
Approval or disapproval of the sale of substantially all of the corporation's assets that is not in the ordinary course of the corporation's business
Approval or disapproval of the voluntary DISSOLUTION of the corporation
Approval or disapproval of corporate transactions where some directors have a conflict of interest
Approval or disapproval of amendments to BYLAWS or articles of incorporation
Make nonbinding recommendations about the governance and management of the corporation to the board of directors"
"Shareholder Rights, Actions, and Liabilities
As noted above, many of the rights afforded to shareholders are contained in each corporation's articles of incorporation or bylaws. It is also noteworthy that shareholders generally do not have the right to vote on management issues that occur in the ordinary course of the corporation's business. Many decisions of the corporation must be made by the board of directors or officers of the corporation, and in most cases, shareholders may not compel the board or officers to take or refrain from taking any action."
2 comments:
I am glad you clarified this. As someone who has served on the MLS Board, I know how difficult decisions become even without a vote of the membership. It would be chaos if we interpreted democracy as one in which every decision had to be ratified by the vote. What I think we have found is that if decision are made at the leadership level that are so unfair that realtors will work to get change made. Many changes have happened that have been of great benefit to the membership, in my opinion. Any decision that is made will have detractors and that is the rule. You can't please all the people all the time, but you can make decisions based on a benefit for the greatest number. I believe OKCMAR and MLS have lived by that creed.
Thank you Joe! The general membership may not be aware but the committees often spend months deliberating over an issue and as you know board meetings can become lengthy or heated as directors argue for both sides of a request.
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