ABOR BOARD OF DIRECTORS
CONSENT AGENDA Wednesday,
September 4, 2019
“to approve the Consent Agenda”
A. B. C.
August 7, 2019 Board Meeting – pgs. 2-11 August 19, 2019 DATF – pgs. 12-13DR Report – pg. 14
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Meeting Minutes
Austin Board of REALTORS®August 2019 Board of Directors Meeting
DATE: August 7, 2019TIME: 9:30 am – 3:30 pmPLACE: Board Room
MEMBERS PRESENT: Kevin Scanlan, Romeo Manzanilla, Susan Horton, SteveCrorey, John Crowe, Job Hammond, Charlotte Lipscomb, Bob McKenna, ShayMillheiser, Kent Redding, Ryan Rodenbeck (departed at 3:00 pm), Austin Stowell, BrianTalley, Anne Wheeler
MEMBER(S) ABSENT: Ashley Jackson, Cord Shiflet
OTHERS PRESENT: Alan Gertner, John Horton, Joe Stewart, Bill Evans, Bill Morris,Dawn Lavka, Becky DeButts, Albert Allen, Diane Kennedy, Theresa Brown, Don Baker(arrivals and departures of guests were not monitored)
Staff: CEO Emily Chenevert, Executive Administrator & Policy Officer Vicki Harris,CFO Monica Williams, COO Stan Martin, CMO Kelea Youngblood, Public AffairsDirector Amy Everhart, Professional Development Director Elke Gonzalez, Events.Portions attended by Business Supervisor Danielle Archambault, Seunga Yu, DanielleHammett (arrival and departure of staff were not monitored)
*********************************************************************************The regular monthly meeting of the Austin Board of REALTORS® Board of Directors was held on August 7, 2019 in the Board Room of the Austin Board of REALTORS®, the President being in the chair and the Secretary being present. The minutes of the last Board of Directors meeting were electronically approved and are part of the Consent Agenda package.
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President Kevin Scanlan called the meeting to order.
REPORTS/PRESENTATION:
1. President Kevin Scanlan introduced Alan Gertner to provide Member Input onMLS consolidation. Discussion followed.
2. President Kevin Scanlan presented the consent agenda for approval.
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3. President Kevin Scanlan discussed the feedback regarding the agenda itemdiscussing the Bylaws and more than 2 Directors from the same companyserving on the BOD. CEO Emily Chenevert provided additional information onseeking legal advice on possible solutions. Director John Crowe providedpersonal information regarding the circumstance. Discussion followed.
4. President Kevin Scanlan discussed the withdraw of NAR Director CandidateRobert Wright. The officers posed interview questions to NAR Directorcandidates Joe Stewart, John Horton and Bill Evans.
5. The officers posed interview questions to TREPAC Trustee candidates BillMorris, Dawn Lavka and Becky DeButts.
The Board of Directors took a 15 minute break to grab lunch for a working lunch.
6. President Kevin Scanlan introduced CMO Kelea Youngblood andCommunications Supervisor Danielle Hammett who presented the MemberValue Report. CEO Emily Chenevert provided additional information on the staffwork with member input to achieve the results in the report.
7. CEO Emily Chenevert presented the member fees restructure, branding andcampaign as requested by the BOD in the July Board directive. (videopresented) Discussion followed.
8. Craig Hester of Luther King Capital Investment presented the investment report.Investment Committee Chair Steve Crorey discussed the committee oversight ofthe report. Discussion followed.
9. CEO Emily Chenevert presented the Q2 Goals Report highlighting the goalsalready achieved to date in 2019.
10. CEO Emily Chenevert presented the Semi-Annual Strategic Planning Report.11. CEO Emily Chenevert discussed the successful North Office opening.
Discussion followed.12. CEO Emily Chenevert discussed member engagement and advocacy and sought
direction on advocacy programming. Public Affairs Director Amy Everhartsummarized the support material provided. Discussion followed.
13. Diane Kennedy, Chair of the Foundation Strategic Planning Task Force, providedhistory of how the Foundation got here and how the Foundation has evolved.Foundation Chair Teresa Brown discussed the direction of the Foundation basedupon their new Strategic Plan.
14. Director Brian Talley introduced police officer Don Baker to discuss the homelesslaws and the increase of violence downtown. Director Brian Talley presented amotion regarding the charter of the Legislative Management Team.
15. CEO Emily Chenevert asked for approval of the Industry Awards Budget.16. CEO Emily Chenevert asked for consensus on a timeline for passing the budget.17. CEO Emily Chenevert provided a SUPRA update which included sunsetting the
SUPRA Active Key.18. CFO Monica Williams presented the Budget Committee recommendations.19. CEO Emily Chenevert presented the DATF recommended governing policies.
Discussion followed20. Public Affairs Director Amy Everhart presented the TREPAC recommendation.
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21. Public Affairs Director Amy Everhart presented the LMT recommendations.
Director Susan Horton moved to move the 1:30 pm Director Agenda Addition itemregarding the CEO Agreement to the Executive Session Agenda.MOTION PASSED
Rationale: Protocol for adjusting the posted agenda.
Director Susan Horton moved to approve the consent agenda.MOTION PASSED
Director Susan Horton moved to request Director Crowe report to the BOD his firmaffiliation on or before the September Board Meeting.MOTION WITHDRAWN
Director Susan Horton moved to have the vetting committee identify a replacementcandidate should Director Crowe remove himself from the election.MOTION WITHDRAWN
Director Susan Horton moved to ask the DATF to draft a policy that outlines aprocess within the governing policies to comply with Article X of the Bylaws pertaining to“no more than two (2) Directors (including the President-Elect, President and Past-President serving as Directors pursuant to paragraph b. above of Section 10.3(b) maybe affiliated with the same company.”MOTION PASSED
Rationale: A policy is needed to provide better interpretation and to outline a process to ensurecompliance with the Bylaws.
Director Susan Horton moved to recuse herself from discussion and deliberation ofNAR Director candidates due to a conflict of interest.MOTION PASSED
Rationale: Director Horton recused herself to avoid a perceived conflict of interest since one ofthe candidates was her husband.
Director Susan Horton moved to accept the delivery of the 2019 annual goal to moreclearly define the ABoR Value Proposition “ABoR is the engine of our agents’ success.
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We deliver the knowledge, connections, and intelligence you need to succeed on yourterms.”MOTION PASSED
Rationale: Decision indicating the goal has been met.
Director Anne Wheeler moved to approve a 2020 annual increase in membership feesof $50 for REALTOR Members, $25 for Individual Affiliates and $50 for Corporateaffiliates.MOTION PASSED
Rationale: This is the first time in 45 years that ABoR has increased its annual membershipfees. The proposed member fees increase prepares ABoR for a strong and sustainable futureand includes new ABoR member benefits and services.
Director Susan Horton moved to adjust the agenda items as needed in considerationof special speakers attending today’s meeting.MOTION PASSED
Rationale: Protocol for adjusting the posted agenda.
Director Steve Crorey moved to accept the recommendation of the InvestmentCommittee to accept the June 30, 2019 Investment Review as presented by CraigHester of Luther King Capital Management (LKCM).MOTION PASSED
Rationale: The Investment Committee reviewed and discussed the June 30, 2019 InvestmentReview with Craig Hester and John Gunthorp of LKCM, at the July 31, 2019 InvestmentCommittee meeting. The review of the investment reports supports the strategic vision of“Champion Operational Agility.”
Director Steve Crorey moved to accept the recommendation of the InvestmentCommittee to retain the independent advisor services provided by Luther King CapitalManagement (LKCM).MOTION PASSED
Rationale: The 2019 Investment Committee Charter requires review of retention or replacementof investment advisor, in addition to review of fees charged, on an annual basis. The review ofthe investment reports supports the strategic vision of “Champion Operational Agility.”
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Director Steve Crorey moved to the accept the recommendation of the InvestmentCommittee to adopt the revised ABoR Investment Policy Statements (IPS) as proposedby LKCM and notate in the 2019 IPS History pages of the annual Investment Review.MOTION PASSED
Rationale: Per the Investment Committee’s responsibility, as indicated in the Charter, thecommittee shall reaffirm or revise the IPS. After discussion and review of the Annual InvestmentReview with LKCM, the committee recommended the BOD reaffirm with the date of July 2019.The review of the investment reports supports the strategic vision of “Champion OperationalAgility.”
Director Anne Wheeler moved to accept the Q2 Goals Report.MOTION PASSED
Rationale: BOD monitoring indicating formal approval of Staff performance.
Director Susan Horton moved to accept the Semi-Annual Strategic Planning Reportas meeting the Board’s expectations.MOTION PASSED
Rationale: BOD monitoring indicating formal approval of Staff performance.
Director Susan Horton moved to approve the delivery of the ABoR annual goal tocomplete the construction of the new ABoR north location and implement expandedmember training and programming following move in. (susan input)MOTION PASSED
Rationale: Decision indicating the goal has been met.
Director Steve Crorey moved to approve the Public Affairs advocacy and engagementprogramming.MOTION PASSED
Rationale: Confirmation to the CEO supporting the current direction of Public Affairs advocacyefforts and engagement programming.
Director John Crowe moved to accept the Foundation Strategic Plan as presented.MOTION PASSED
Rationale: Following extensive planning session whereby multiple stakeholders were involved,the ABoR Foundation BOD is confident that this Strategic Plan affirms its position within the
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larger association and clearly outlines its goals and objectives for future growth andsustainability.
Director Susan Horton moved to allocate 100% of the Foundation Coordinator’ssalary back to the Austin Board of REALTORS Management Company effective 2020.MOTION PASSED
Rationale: Since 2016, the Foundation has contributed $15,000 annually towards the salary ofthe Coordinator. This practice is inconsistent with the current allocations of staff salary.Redistribution of these funds would make a significant impact to the Foundation’s budget andallow the Foundation to invest more funds back into the community.
Director John Crowe moved to approve the resolution regarding the relationshipbetween ABoR and the Foundation.MOTION PASSED
Rationale: Resolution confirmation that the Board recognizes authority and control over theABoR Foundation and seeks to apply all ABoR Governing Policies to the activity of theFoundation. It is further resolved that ABoR will cover the full expenses of the staff andadministrative operations of the Foundation.
Director Susan Horton moved to task the DATF to create policies around therelationship of the ABoR Foundation and the Austin Board of REALTORS.MOTION PASSED
Rationale: The Governing Policies are currently silent regarding the Foundation. Policies areneeded to outline the relationship between ABoR and the Foundation moving forward.
Director Brian Talley moved to instruct the DATF to review and consider integratingBrian Talley’s LMT Charter Comments into the LMT Charter.MOTION FAILED
Director Susan Horton moved to approve the 2020 Industry Awards budget not toexceed $80,000 and allow staff to enter into 2020 agreements associated with thebudget beginning in August 2019.MOTION PASSED
Rationale: Event planning is in the process and approval of this budget is extremely timesensitive. Staff will begin working alongside a focus group comprised of two Board Members, anAffiliate Club member, a Broker and two of our previous Award recipients. With the details beingconfirmed, ABoR will need to begin entering into additional contractual agreements to secureevent logistics and begin solidifying sponsorships. The budget presented reflects compedtickets for Board members and the previous year’s award winners.
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THERE WAS A CONSENSUS to accept the timeline for passing the budget.
Director Susan Horton moved to recommend acceptance of the Second QuarterYear-to Date 2019 ABoR Financial Statements.MOTION PASSED
Rationale: The Budget Committee conducted a detailed review and discussion with staff, theSecond Quarter Year to Date 2019 Statement of Financial Position, Statement of Activity ThreeYear Trend, Statement of Activity (Actual vs Budget), Statement of Cash Flows, Membershiptrend graphs, Budget Amendments and narrative highlights. The review of the financialstatements supports the strategic vision of “Champion Operational Agility.”
Director Susan Horton moved to approve the governing policies for immediate usewith revisions as needed.
Rationale: It is part of the mission and strategic objectives of the Director Agreements TaskForce to review the Governing Policies and revise as necessary to ensure the policies areconsistent, clear and comprehensive as they relate to the governance of the Association, andthat the policies align with and supplement the Bylaws and Strategic Plan. The Task Forceacknowledges that the Governing Policies are a living, breathing document that can be revisedat any time to align with changes or shifts in the governance of the Association, its Bylaws,Strategic Plan, or goals. Review and approval of the Governing Policies supports the strategicvision of “Champion Operational Agility”.
Director John Crowe moved to amend the governing policies as follows:
• Pg. 158: Strike “reduce competition or” from 2.2B(2) pg. 158MOTION PASSED
Director Steve Crorey moved to amend the governing policies as follows:
• Pg. 169: 5.6.2 C1 strike the entire paragraphMOTION PASSED
Director Brian Talley moved to amend the governing policies as follows:
• Pg. 169: Create a new 5.6.2 C1: “Any Director may request inclusion of outsidespeakers regarding an existing agenda item.
MOTION PASSED
Rationale: The policies are a living, breathing document that can be revised at any time. Thesewere additional edits identified by sitting Directors currently not serving on the DATF.
Director Susan Horton moved to replace the Chair of the DATF so all members of theDATF are sitting Directors.MOTION PASSED
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Rationale: Since the DATF works closely with the BOD on their agreements, policies, and otherinitiatives (some confidential) as directed by the BOD, those serving on this task force should besitting members of the BOD.
Director Steve Crorey moved to appoint Susan Horton as the Chair of DATF throughDecember 2020.MOTION PASSED
Rationale: Director Horton has been an active member of the DATF and is an appropriatechoice to lead the task force in executing their scope of work through the remainder of 2019 into2020.
Director Susan Horton moved to recommend that the primary goal of ABoR’s 2020TREPAC Fundraising Plan be increasing ABoR’s member participation rate with asecondary goal of increasing dollars raised per member by encouraging currentinvestors to move up to the next contribution level.MOTION PASSED
Rationale: Setting a primary and secondary goal ahead of the time when TREPAC Committeeleadership will draft the 2020 TREPAC Fundraising Plan will allow for strategies to be developedand incorporated in the plan that will specifically support those goals.
Director Steve Crorey moved to recommend the TREPAC participation rate be 40% ofABoR members.MOTION PASSED
Rationale: This lofty goal represents ABoR leadership aspirations.
Director Brian Talley moved to adopt the “Homelessness in Austin” resolution asamended.MOTION PASSED
Rationale: The resolution, as amended, expresses ABoR members’ concern anddisappointment with the process, speed, and lack of planning that City Council used to adoptrecent ordinances related to homelessness. The resolution also ensures that ABoR will have aseat at the table as the stakeholder process continues.
Director Brian Talley moved NOT to move forward the LMT recommendation to senda recommendation to Texas REALTORS® in support of early engagement in VikkiGoodwin’s reelection campaign for HD47.MOTION PASSED (Steve Crorey opposed 9-1)
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Rationale: It has been a recent of BOD practice not to move forward on recommendations untilall candidates are recognized.
Director Brian Talley moved to remove the CEO Contract item from the ExecutiveSession Agenda.MOTION PASSED
Rationale: Protocol for adjusting the posted agenda.
The Board of Directors adjourned Regular Session at 3:30 pm.
The Board of Directors entered into Executive Session at 4:08
The Board of Directors adjourned Executive Session at 4:17 pm
DECISIONS FROM EXECUTIVE SESSIONAugust 7, 2019
4:08 pm – 4:17 pm
Note: The Austin Board of REALTORS® Board of Directors will recess into Executive Session wheneverreceiving legal advice from its attorney; discussing real property or financial matters, gifts & donations,contracts involving competitive circumstances, personnel matters, or security personnel or devices.However, the Board is authorized to go into executive session for any purpose and will do so if theexecutive session is included in the agenda or if a motion to do so is approved by a majority of theattending directors meeting with a quorum.
Executive Sessions are confidential discussions which are recorded in a separate set of confidentialminutes.
The Executive Session Decisions below do not reveal confidential information which occurred duringdeliberation and are open for member information.
Secret Ballot Vote results in the appointment of Joe Stewart and Bill Evans as NARDirectors for 2020-2022.
Secret Ballot Vote results in the appointment of Dawn Lavka as TREPAC Trustee for2020-2021.
Items added or removed from the Parking Lot:
Remove Foundation from Parking Lot (Director Horton)
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Items selected for September 4, 2019 Meeting:
• Committee Reports
• Supra Pro Member Benefit
• Global Testimonial/Activity Update
ADJOURNMENT We adjourned because there was no further business. ____/s/ Susan Horton________ SUSAN HORTON 2019 SECRETARY/TREASURER
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Meeting Minutes
Director Agreements Task Force
DATE: August 19, 2019 TIME: 12:58 – 2:55 pm PLACE: Room 308
MEMBERS PRESENT: Susan Horton (Chair), Ashley Jackson, Charlotte Lipscomb, Anne Wheeler, Brian Talley (departed at 2:50)
MEMBERS ABSENT: Job Hammond
OTHERS PRESENT: Emily Chenevert (CEO), Vicki Harris (Executive Administrator & Policy Officer), Anitra Hendricks (Staff Liaison)
********************************************************************************* The meeting of the Austin Board of REALTORS® Vetting Committee was held on Monday, August 19 at 1:00 pm in Room 308 of the Austin Board of REALTORS®, the Chair and Staff Liaison being present. The minutes of the last committee meeting were approved electronically.
********************************************************************************* RECOMMENDATIONS FOR BOARD CONSIDERATION:
NONE
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Chair Susan Horton called the meeting to order.
REPORTS/PRESENTATION: .
1. Chair Susan Horton summarized plan to review the Committee Charters andsuggested the Task Force proceed with the order listed in the GoverningPolicies, starting with the Vetting Committee.
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2. It was noted that there are inconsistencies in the format of the charters thatneed to be cleaned up (example, some committees have mission statements,others don’t).
3. There was lengthy discussion regarding the current role of the VettingCommittee versus the definition of the role of the Nominating Committee inthe Bylaws. Input was solicited from each Task Force member.
THERE WAS A CONSENSUS to add the year at the top of each charter.
THERE WAS A CONSENSUS to update the Vetting Committee charter with edits as noted in the redline version attached.
THERE WAS A CONSENSUS for the Vetting Committee to have the ability to move forward more than 2 candidates per seat.
THERE WAS A CONSENSUS for staff to ask legal counsel for a reasonable interpretation of the Bylaws regarding nomination of two or more candidates per seat.
THERE WAS A CONSENSUS for staff to outline the process for vetting ABoR Committee volunteers, TAR and NAR positions and add to the Charter.
THERE WAS A CONSENSUS for staff to add language to eligibility requirements that include background checks.
There being no more business, the committee adjourned. The Task Force will resume business on a future date(s) determined by Doodle Poll.
/s/ Susan Horton ______ Susan Horton, Task Force Chair
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New Designated REALTORS® (for your information)
July 2019
Name Firm Name
Thomason, David James CMA Appraisals LLC
Sneed, Cindy Regency, Realtors
Bujan, Charles B Bujan, Inc
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