A—Government of the Exchange: The governance of the Exchange shall be vested in the MetroTex Commercial Data Exchange Board of Directors comprised of the elected Officers and Directors nominated and elected as described in this Article.
B—Officers of the Exchange: The Officers of the Exchange, who shall also be Directors, shall be a President, a Vice President, and a Secretary-Treasurer, and shall have such duties as described in this Article.
C—Board of Directors of the Exchange: There shall be a total of nine (9) elected Directors, including the Officers of the Exchange, to be elected from among the Subscribers of the Exchange, except that not more than three (3) Directors may be elected from among non-REALTOR® Members. In addition to the elected Directors, the current President of the Association or a person appointed by the President, and the MCDX Immediate Past President shall serve as non-voting Directors.
D—Nomination and Election of Officers and Directors: The Officers and Directors of the Exchange shall be nominated by a vote of the Subscribers in the Exchange in accordance with the provisions of Article 7, Meetings, of these bylaws and as set forth below.
- Nominating Committee: The President of the Exchange shall appoint a Nominating Committee each year, which Committee shall be composed of the immediate past president, at least one board member not currently standing for election, and have a total of five (5) members. The appointment of the Nominating Committee shall be made by such a date as to enable the Committee to meet and select a proposed slate of Officers and Directors of the Exchange not more than 60 nor less than 30, days prior to the date of the election.
- The Nominating Committee shall accept applications for open Director positions and for the Secretary-Treasurer and Vice-President no less than 60 days prior to holding an election of the board members. Applicants for Director seats must be qualified Subscribers of the Exchange in good standing, as defined in the MCDX Policy manual. Applicants for officer positions must also have served at least one term on the Board of Directors of the Exchange or the Association Board of Directors.
- Notice of Proposed Nominees: The President shall cause a list of the proposed nominees selected by the Nominating Committee to be forwarded to the Directors of the Exchange, setting forth the time, place, and other pertinent conditions for election of the Officers and Directors by vote of the Directors of the Exchange. The notice to the Subscribers of the Exchange concerning the election of Officers and Directors shall be published on a date at least 14 calendar days including holidays prior to the proposed election.
- Voting by Secret Ballot: Voting for selection of nominees, if other than on a motion to cast a unanimous vote for the original proposed slate shall be by secret ballot either written or electronic.
- Candidates for Vice-President and Secretary-Treasurer shall be elected by a majority of the votes cast. Candidates for open Director positions shall be elected from the top vote-getters in order. In case of a tie for the final seat, the President will cast the deciding vote.
E—Term of Office: The Officers shall serve for a one-year term. The elected Directors shall serve for staggered two-year terms with one-half of the terms expiring each year. Officers and Directors shall take office upon the effective date of their election and shall continue until their successors are elected, qualified, and installed. No Officer or Director shall be nominated and elected to the same office for more than two (2) consecutive full terms. A Director or officer filling a partial term shall remain eligible for two (2) full consecutive terms.
F—Duties of Officers and Directors: The duties of the Officers and Directors are as follows:
- The President shall be the Chairman of the Board of the Exchange and shall preside at its meetings and those of the Board of Directors, and shall perform all the duties of the President in accordance with declared policies and, as required, subject to confirmation of the Board of Directors.
- The Vice President shall in the absence of the President, perform all of the duties of the President. The Vice President is the presumptive President for the fiscal year following his term as Vice-President.
- The Secretary-Treasurer shall: a. Ensure the integrity of the fiscal affairs of MCDX. Review the monthly financial statements and report to the Board of Directors, highlighting current and prospective variances between budget and actual. c. Present the annual budget proposal to the MCDX Board of Directors.
- The MCDX Board of Directors shall be the governing body of the Exchange and shall have control of all affairs of the Exchange and shall authorize all expenditures of funds. The MCDX Board of Directors shall, prior to the end of each fiscal year, have staff and the Budget Committee prepare a budget reflecting projected income, costs and expenses of MCDX for the next fiscal year. The budget shall be submitted to the MCDX Board of Directors for approval on a date not less than 90 days prior to the first day of the next fiscal year. The MCDX Board of Directors shall employ such executive, legal, and office personnel it deems necessary to care for and maintain the Exchange and otherwise conduct the administrative business of the Exchange. The MCDX Board of Directors shall have the right to engage an auditor to perform an audit of all books and accounts at any time without notice. The MCDX Board of Directors shall have the power to adopt such Policies, Rules and Regulations that the Board may deem appropriate, subject to review by legal counsel. Except as otherwise provided in these Bylaws and Rules and Regulations, the actions of the Exchange Board of Directors shall be final.
G—Removal of Officers and Directors: In the event that an Officer or Director of the Exchange 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 petition requiring the removal of an Officer or Director and signed by not less than one-third of the Directors of MCDX shall be filed with the President of MCDX, 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 incapable from further service.
- Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the Board of Directors of MCDX shall be held, and the sole business of the meeting shall be to consider the petition against the Officer or Director, and to render a decision on such petition.
- Notice of the special meeting shall be given to the Board of Directors at least ten (10) days prior to the date of the meeting, and shall be conducted by the President of MCDX 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 or the hearing by the Board. Provided a quorum is present, a three-fourths vote of Board members present and eligible to vote shall be required for removal from office.
- If the office of President becomes vacant, the Vice-President shall immediately assume the duties of President and shall fulfill the remainder of the term of the President. The Vice-President will remain the presumptive President for the next term.
- If the Vice-President declines or is unable to serve as President in the following fiscal year, the office of President will be added to the list of open positions for consideration by the nominating committee.
- If any other Officer or Director position becomes vacant more than 90 days prior to the election of new board members, the MCDX Board of Directors shall appoint a replacement, with preference being given to applicants for board seats for the current year. In no case shall the board be allowed to fall below a quorum+1, with the quorum defined in Article 7 (D).