North San Diego County Association of REALTORS | Governance

June 2010
No Board Meeting in the month of June

May 2010 Director Action

Voted to propose to the member/member group in opposition to the proposed merger to facilitate their communication with the membership.
Adopted a Resolution approving the proposed Bylaws and Agreement of Merger between NSDCAR and SDAR.
Authorized a budget enhancement for merger related expenses.
Took under consideration a member request for implementation of procedures for the merger vote. Legal counsel will review law and make a recommendation regarding same.
Elected to Membership applicants who have completed the membership requirements.
Acknowledged receipt of reports filed for informational purposes.
Approved Minutes of the April 8, 2010, Board meeting.
Viewed the State of Directors filed by the Nominating Committee for the Annual Election to be conducted in June if the proposed merger fails.

April 2010 Director Action

Elected to Membership all applicants who completed the membership requirements.
Received reports filed for informational purposes.
Approved the Minutes of the March 18, 2010, meeting.
Will engage Douglas Ashbrook to perform the 2009 financial audit.
Approved a Letter of Intent with the San Diego Association of REALTORS® to merge and authorized execution of same by the Board Chair.
Accepted the CEO's Ends Policy 1.5 Regulatory & Legislative Environment Monitoring Report..
Accepted the CEO's Executive Limitations Policy 2.1 Treatment of Members Monitoring Report.
Accepted the CEO's Quarter 4 of 2009 Executive Limitations Policy 2.3 Financial Condition & Activities Monitoring Report.
Appointed Traci Hansen of Seaside Escrow to fill the balance of the Associated Professional term expiring 12/31/2010.
Suspended the Bylaw Amendment Task Force given commitments made in the Letter of Intent with SDAR.
Heard the CEO's monthly report on a variety of administrative and informational items, including activities and accomplishments on the new Technology Ends Policy.

March 2010 Director Action

Heard a report from Sandicor Directors Ron Brownell and Virginia Felker from the March Sandicor Board meeting.
Elected to Membership all applicants who completed the membership requirements.
Received reports filed for informational purposes.
Requested that a letter be sent to two members regarding actions inconsistent with marketing session policy.
Approved Minutes of the February 11 regular meeting and February 18 Special Board Meeting.
Approved appointment of Diane Conaway to the Nominating Committee replacing Kim Murphy who resigned to become a candidate for the District 8 seat.
Appointment of Bylaw Amendment Task Force.
Declined implementation of the Point2 Syndication program.
Heard the CEO's monthly report on a variety of administrative and informational items.

Special Meeting Action February 2010

Declined continued exploration of possible County-wide REALTOR® Association Alliance.
Authorized continuation of merger talks with SDAR by the original Task Force, and added CEO Dianne McMillan to the Task Force.
Authorized an informational video on the merger exploration.

February 2010 Director Action

Presentation by member to Board of Directors regarding discussions of merger with the San Diego Association of REALTORS®.
Elected to Membership all applicants who completed the membership requirements.
Received reports filed for informational purposes.
Heard a report by Sandicor Directors Ron Brownell and Virginia Felker.
Delegated the responsibilities of the Secretary to CEO Dianne McMillan, as consistent with the Bylaws.
Accepted the CEO's Monitoring Report on Executive Limitations Policy 2.2 Treatment of Staff.
Accepted the CEO's Monitoring Report on Executive Limitations Policy 2.8 Communication and Support of the Board.
Approved Minutes of the January 14, 2010 meeting.
Rescinded the Resolution of instruction to the Sandicor Directors in the December 2009 Minutes.
Approved the appointment of the 2010 Nominating Committee comprised of Ginni Field, Kevin Forrester, Bonnie Frazier, Gretchen Mitchell and Kimberly Murphy.
Based on additional information not available at the January meeting, the Board allowed the project creating a new website to go forward.
Found acceptable the negotiation of a 3-year lease for a Service Center whose current lease term is coming due.
Accepted with regret the resignation of Stacey Angstead as the Associated Professional Director representative on the Board of Directors.
Heard a report by Maria Weiss on recent Merger Task Force meetings and considerations.
Temporarily suspended merger discussions between Task Forces pending a Special meeting of the Board of Directors.
Heard the CEO's monthly report on a variety of administrative and informational items.

January 2010 Director Action

Elected to Membership all applicants who completed the membership requirements.
Received reports filed for informational purposes.
Adopted a resolution (later rescinded) requesting that NSDCAR Sandicor Directors vote to table any resolution regarding the continued service of the Sandicor CEO.
Elected Diane Conaway to serve as NSDCAR Treasurer for 2010.
Accepted the CEO's Monitoring Report on Executive Limitations Policy 2.7 Emergency CEO Succession.
Accepted the CEO's Monitoring Report on Executive Limitations Policy 2.6 Benefits & Compensation.
Approved the Minutes of the December 10, 2009, meeting.
Hired Robert T. Cichocki of Arnstein & Lehr to represent NSDCAR for Due Diligence and other legal services pertaining to a possible merger between the North San Diego County Association of REALTORS and the San Diego Association of REALTORS® and authorized an expenditure for that purpose.
Voted not to proceed with DocuSign or TechHelpline as a member benefit given the expense of offering such member benefit.
Authorized the creation of a new website conditioned on the termination of current merger talks between San Diego and North County.
A duly appointed and constituted Tribunal made the following determinations:
D-09-16 Affirmed the Decision of the Hearing Panel
D-09-21 Forwarded the matter for a Hearing.
Heard the CEO's monthly report on a variety of administrative and informational items, including a report on member service initiatives newly implemented in 2009.

December 2009 Director Action

Heard comments from guest Carolyn D'Agosta on merger discussions under way with the San Diego Association of REALTORS®.
Heard a report from Kurt Kinsey on the most recent Task Force meeting.
Elected to Membership all applicants who completed the membership requirements.
Received reports filed for informational purposes.
Adopted a Resolution (later rescinded) regarding voting instructions to NSDCAR directors for Sandicor votes on MarketLinx and Sandicor public website.
Accepted the CEO's 2009 Quarter 3 Financial Condition and Activities Monitoring Report.
Accepted the first of two CEO Monitoring Reports on 2010 Semi-Annual Financial Planning & Budgeting.
Heard the CEO's 2010 Budget presentation and granted a policy 2.5.3. variance to allow a deficit sufficient to cover the new technology initiative and the financial audit or review, if necessary, and with the actual dollar amount subject to final approval of the Board of Directors.
Approved the Minutes of November 19, 2009.
Appointed Jami Besecker and Marie Durie to the Sandicor Grievance Committee for 2010.
Approved an expansion and clarification on the concept of term limits previously approved with the addition of a clarification that newly elected Directors agree to attend the remaining Board meetings for the current year in a non-voting capacity.
Declined to reopen Professional Standards case D-09-06, which had been conducted in accordance with due process and in full compliance with CAR procedures.
Heard the CEO's monthly report on a variety of administrative and informational items.

November 2009 Director Action

Elected to Membership all applicants who completed the membership requirements.
Received reports filed for informational purposes.
Accepted the CEO's Monitoring Report on Ends Policy 1.4 Members Have Knowledge.
Made revisions to Ends Policy series 1.4 Members Have Knowledge.
Reviewed an initial interpretation draft for new Ends Policy 1.7 Technology.
Approved the Minutes of October 15, 2009.
Accepted with regret the resignation of Director-Elect Jenae Peckham, District 5. Accepted the projected 2010 Budget line item of Cost of Governance with a correction to the Charney contract amount and with the 2008 financial audit amount still to be determined.
Appointed Bette Curtis as an additional CAR Director for 2010.
Reaffirmed the delegation of authority to the NSDCAR Local Government Relations Committee to endorse candidates for public office and to request funding.
Chair Kurt Kinsey reported on progress from the two meetings of the Merger Task Force since the last Board meeting.
Heard the CEO's monthly report on a variety of administrative and informational items.

October 2009 Director Action

Elected to Membership all applicants who completed the membership requirements.
Received reports filed for informational purposes.
Approved Minutes of the September 17, 2009, Board meeting.
Accepted the CEO's Monitoring Reports on Executive Limitations Policy 2.4 Asset Protection and Ends Policy 1.1 Benefits & Discounts.
Revised Ends Policy 1.1 Benefits and Discounts and Ends Policy 1.3 Business Resources and Tools.
Appointed Kimberly Gross of Full Commitment Real Estate in Carlsbad to fill the vacancy created by the resignation of Hallie Peterson as Director-at-Large until the June 2010 election, as consistent with the NSDCAR Bylaws.
Made the following appointments for 2010:
NSDCAR Audit Committee: Chair Larry Wight, Members Bill Hoffman and Edward Govoni
NSDCAR Grievance Committee Chair: Bette Curtis
NSDCAR Professional Standards Chair: Mindi Landry
NSDCAR Sandicor Advisory Committee Chair: Gwynne Hodge
Sandicor Director: Virginia Felker for the term 01/01/2010 through 12/31/2011.
Sandicor Budget and Finance Committee Member: Peggy Yeomans
Sandicor Rules/Hearings Committee Member: Roni Miller
Sandicor Grievance Committee Member: Bette Curtis
Sandicor Tempo Users Group: Ron Brownell
Suspended the REALTOR® membership of the reported Designated REALTORS® (brokers) for non-compliance, as consistent with NSDCAR Bylaws and NAR Member Policy, as of date certain stated in the official Letter of Suspension. Date certain is determined consistent with policy requiring 10 days after the dated notice.
Requested that the Nominations and Elections Task Force draft a proposed Bylaw Amendment establishing a term limit for Directors of three (3) consecutive terms, and requiring at least one full year "out" before the Director is again eligible for candidacy in any district, or for a Director-at-Large position. The proposed amendment would be submitted for a vote of the General Membership in June 2010.
Referred back to the Task Force issues of candidate qualification and other areas of potential concern.
A duly appointed and constituted Tribunal made the following determinations:
D-08-29 Affirmed the Decision of the Hearing Panel
D-09-03 Affirmed the Decision of the Hearing Panel
D-09-06 Affirmed the Decision of the Hearing Panel
D-09-07 Reduced the sanction
D-09-10 Forwarded the complaint for a Hearing
Added Maria Weiss as a CAR Director for 2010.
Heard the CEO's monthly report on a variety of administrative and informational items.

September 2009 Board Action

Directors attended the required Professional Standards Training fulfilling their requirements to handle disciplinary Hearing review and appeals.
Approved Board Minutes of July 16, 2009.
Elected to Membership, applicants who completed the membership requirements, if applicable.
Received filed reports.
Accepted with regret the resignation of Director-at-Large Hallie Peterson.
Elected Maria Weiss to serve as Vice Chair of the Board for 2010.
Accepted and placed on file the Independent Auditor's Report for the 2008 financial statements and the accompanying Management Letter.
Voted to establish by policy that a full financial audit and a financial review will be conducted in alternating years.
Appointed Larry Wight as Chair of the 2010 Audit Committee.
Accepted the CEO's 2009 Quarter 2 Financial Condition and Activities Monitoring Report.
Accepted the CEO's annual Public Recognition Ends Monitoring Report.
Voted to seat Kimberly Gross as a C.A.R. Director to serve at the October C.A.R. meeting in San Jose.
Authorized an installment payment plan, payable by credit card, for 2010 REALTOR® dues.
Named a task force comprised of Jim Aldredge, Ginni Field, Kurt Kinsey and Maria Weiss to explore possible benefits to a merger.

July 2009 Board Action

Approved Minutes of the June 11 Board meeting and the June 18 Annual Membership Meeting.
Elected to membership all applicants who completed the membership requirements.
Received informational reports.
Voted for the Board to be "dark" in August.
Discussed the results of the most recent NAR Legal Scan.

June 2009 Board Action

Approved Minutes of May 7 meeting.
Elected to membership applicants who have completed membership requirements.
Received written reports for informational purposes.
Affirmed the original Decision of the Hearing Panels in Case Files D-08-14 and D-08-15, Case File D-08-22 and Case File D-08-25.
Approved the CEO's Financial Planning and Budgeting Monitoring Report, policy reference 2.5.
Approved the CEO's Professionalism in Practice Ends Monitoring Report, policy reference 1.6.

Next meeting: Thursday, July 16, 2009 at 11:45 a.m. in Vista.

May 2009 Board Action

Approved Minutes of April 9, 2009
Elected to membership all applicants who completed the membership requirements.
Received filed informational reports.
Appointed the following to serve as Region 29 C.A.R. Directors for 2010: Sandi Adelson, Jim Aldredge, Diane Conaway, Carolyn D'Agosta, Ginni Field, Kevin Forrester, Kimberly Gross, Gwynne Hodge, Kurt Kinsey, Gretchen Mitchell, Bob Pahlke, Anita Quillman, Ron Romanowich and Peggy Yeomans.
Named Ginni Field to serve an additional 3-year term as NAR Director.
Continued the current appointment of Kurt Kinsey as NAR Director.
Renewed the CEO's contract.
Provided input to the NSDCAR Shareholder Representation on a proposal by Sandicor to purchase a building.
Approved the CEO's 2009 Quarter 1 Financial Conditions and Activities Monitoring Report.
Approved the CEO's Financial Planning and Budgeting Report with formal format to follow.
Amended two of the Board's Governing Policies.

Next meeting: Thursday, June 11, 2009 at 11:45 a.m. in Vista.

April 2009 Board Action

Heard a report from Sandicor Directors Ron Brownell and Virginia Felker.
Approved the Minutes of March 12, 2009.
Elected to Membership applicants who have completed the membership requirements, if applicable.
Accepted filed committee, task force and work group reports.
Elected Jim Aldredge of JTA Realty Professionals in Vista to serve as 2010 Chairman of the Board.
Received the report of the Nominating Committee for candidates to appear on the ballot for the 2010-2011 Board of Directors. The election will take place in June.
Amended the Association wide Caravan Policy. A copy can be found on the website and will be available at each of the marketing sessions.
Voted to recommend a Bylaw change for a vote of the General Membership on the June ballot that would discontinue a separate seat on the Board for a representative of the Commercial Division.
Approved the CEO's Monitoring Report, Executive Limitations Policy 2.1 on Treatment of Members.
Approved CEO's Monitoring Report, Executive Limitations Policy 2.2 on Treatment of Staff.
Approved CEO's Monitoring Report on Ends Policy 1.3 on Business Resources.
Heard an update on the RAAD Golf Tournament in June.
Learned that the Fallbrook Service Center would be relocated;

March 2009 Board Action

Heard a report from Sandicor Director Ron Brownell.
Approved the Minutes of February 12, 2009.
Elected to Membership applicants who have completed the membership requirements, if applicable.
Accepted filed committee, task force and work group reports.
Heard a report on SB 133.
Accepted the CEO's Monitoring Report on Ends Policy 1.5 Legislative and Regulatory Environment.
Accepted the CEO's Monitoring Report on the 2008 Quarter 4 Financial Condition and Activities.
Accepted the report of the Nomination & Appointment Procedures Task Force, which changes certain procedures of the Association in the election and appointment process.
Viewed and discussed a video clip on the exponential change in today's world.

February 2009 Board Action

Approved Minutes of January 8, 2009, Board meeting.
Elected to Membership all applicants who have completed the membership requirements.
Accepted filed reports.
Elected Jim Aldredge 2009 Board of Directors Vice Chair.
Elected Diane Conaway 2009 NSDCAR Treasurer.
Named Mark Abbott, Ron Brownell, Bette Curtis, Gretchen Mitchell and Anita Quillman to the 2009 NSDCAR Nominating Committee.
Accepted CEO's annual Monitoring Report on Executive Limitations Policy regarding Communication and Support to the Board.
Accepted the Nomination and Election Task Force Recommendations and requested that the Task Force address two more positions for Board consideration.
Affirmed the Decision of the Grievance Committee to Dismiss complaint Case File D-07-23.
Instructed the Grievance Committee to investigate allegations in Case File D-08-12.
Affirmed the Decision of the Hearing Panel in the matter of Case File D-08-23.
Affirmed the Decision of the Hearing Panel in the matter of Case File D-09-01.

January 2009 Director Action

Approved Minutes of December 11, 2008.
Elected to Membership all applicants who had completed the membership requirements.
Accepted filed reports.
Accepted an offer to continue use for the coming year of the web-based Policy Governance program known as OurBoardRoom.
Provided for the continuation of the RELAY member benefit for NSDCAR members in 2009.
Amended and revised the Board's Governing Policies.
Approved a number of proposed Bylaw Amendments to be submitted in June to the General Membership for approval.
Accepted the CEO's annual monitoring report on the Membership Value Ends Policy.

Next meeting: Thursday, February 8, 2009 at 11:45 in the Board Room.