Member Q&A: Bylaw Changes Explained

Below are responses to several questions submitted by members via email regarding the 2025 Bylaws Vote.

Thank you!

Question #1: How many votes are required to pass a proposal?

Answer: A proposal requires 2/3rd’s approval.

Question #2: Regarding the Term Limits, the Treasurer still has to run for election and get voted in, correct?

Answer: Yes. The only thing this proposed amendment changes is that it gives the membership the option, but not the obligation, to retain a Treasurer beyond the existing term limits by re-electing him or her.

Question #3: I don't understand the removal of the MLS and CALV representatives. I understand they aren't elected, but they have a voice that probably should be heard. I need you to tell me why their voices are unimportant.

Answer: The MLS and CALV voices are critically important. We want, and need, to hear from their representatives. But we can accomplish that by making them invitees to the Board meetings without voting rights, as opposed to permanent LVR Directors with voting rights on issues that do not affect the MLS or CALV. Consider this: our association is member driven and the composition of the Board should reflect the will of the membership. Presently, the MLS and CALV representatives are appointed and so, in that respect, do not reflect the direct will and input of our membership like all other Directors who must be initially elected. Moreover, as it stands currently, the MLS and CALV representatives hear and vote on all issues affecting LVR, not just issues pertaining to the MLS or CALV. This can include, for example, legal issues not involving MLS or CALV, member to member arbitrations not involving MLS or CALV, personnel issues where the personnel are not MLS or CALV employees, budgeting for LVR, proposed amendments to LVR’s bylaws, etc. It does not make sense to have MLS or CALV govern all aspects of LVR. On that point, the MLS is a separate, for-profit corporation that is wholly owed by LVR. Ask yourself this: why would the wholly-owed subsidiary be making decisions for the owner-parent company? It’s backwards. It also presents the potential for conflict scenarios. Let’s take a hypothetical to illustrate the point. LVR is responsible for approving the MLS budget. Say MLS is advocating for a higher budget than LVR is comfortable setting. The MLS Chair has a responsibility to MLS to further its interests (higher budget), but a competing responsibility as an LVR Director to further LVR’s (lower budget). What does the MLS Chair do when the MLS and LVR positions diverge? This points him or her in a conflict position. Removing the MLS and CALV positions as full LVR Board members, and instead including them as invitees to the Board meetings to solicit their input and work closely with them on issues pertaining to those organizations, helps solve these problems while maintaining collaboration.

Question #4: Why should we shrink the size of the Board?

Answer: We don’t think the Board has functioned well in recent years, and we think part of that is because it’s simply too large to get anything done. Our Board members are volunteers with their own respective careers, personal lives, and competing schedules. Thus, our bylaws (Article XII, Section 2(a)) provide that the Board is supposed to meet once every 90 days. But the Board has in reality, been meeting more than once per month on average, in addition to Executive Committee meetings in advance of each Board meeting. We think reducing the size of the Board from 16 Directors to 12 maintains a diverse set of perspectives and will foster healthy debate while also allowing the body to run more efficiently. This is in addition to the concerns specific to the presence of the MLS and CALV seats, addressed in another Q&A.While there is not a uniform board size, you can look to other organizations as comparisons. For example, Miami has the largest membership base with more than 60,000 realtors. Its bylaws (2025.05.29 - FINAL - MIAMI REALTORS BYLAWS) establish a Board of up to 23 members. That results in 1 director per 2,608 members. By contrast, our current structure results in (approximately) 1 director per 937 members, which would move to 1 director per 1,250 members should we move to 12 directors. That’s still double the representation on a member-to-director basis as compared to Miami. You can also look to successful public companies for comparison. For example, Apple is one of the most successful companies in the world and has an 8-person Board. Alphabet (Google) has 10. Meta (Facebook) has 15. Point being, at a certain point there are diminishing returns, and “more” is not always better. If that were the case, we’d expand the Board to include all of our 15,000+ members. We are seeking to strike a better balance.

Question #5: Why do you propose lowering the standards to run for leadership?

Answer: We aren’t. To the contrary, the only path to run for leadership is through committee service. We are keeping that path in place. We are adding an additional path for high performers who meet objective industry standards. We are also raising the automatic disqualifier for felony convictions from the current 3-year lookback period to a 10-year lookback period.

Question #6: Why are you rushing these proposed changes?

Answer: We aren’t. We received recommendations to revisit our policies and bylaws following last year’s election. The proposed changes you see now are the result of a process that began months ago and the product of an exchange of ideas, debate in the boardroom, and revisions over numerous meetings. We proposed them to the membership at this time because several of the motions would, if passed, affect our election. The members and the organization need to know how many seats on the Board will be available, and what the criteria is, prior to the start of this year’s election process. That’s why the bylaw vote is happening now.

Question #7: Why didn’t you provide the members with 30 days’ notice?

Answer: We followed the requirements set forth in our in our bylaws, which requires 10-day notice of proposed amendments to them. This is the notice period that has been approved by our membership.

Question #8: Did you propose these changes to Board candidate qualifications because you have specific individuals in mind who you want to run?

Answer: Absolutely not. In fact, on June 18th of this year, the Board passed Policy 500-9B, which prohibits sitting Directors and Officers from endorsing, or campaigning against, any candidate. This policy was passed to help maintain neutrality and prohibit the Board from influencing the election.

Question #9: Why didn’t you involve the Bylaws Committee in these proposed changes?

Answer: Policy 500-12T governs the Bylaws Committee. Its purpose per policy is to “meet on an as-needed basis to accomplish the following purposes: with assistance from the Staff Liaison and CEO, draft any new Bylaws requested by the GLVAR Board for approval by the Membership at the Association’s Annual Meeting.” No proposed bylaws can go to membership (or, therefore, the Bylaws Committee for drafting) unless and until they are created, debated, and voted on by the Board. In which case, the Bylaws Committee is responsible for drafting proposed amendments as requested by the Board, not creating them on its own accord. Because our Bylaws are a legal document, we asked legal counsel to draft the changes created, debated, and voted on by the Board, instead of the Bylaws Committee.

Question #10: The role of Immediate Past President carries institutional knowledge and experience that no one else can really bring. In the event of a midterm vacancy, why would we fill that seat with someone who’s never served as President? That seems to completely change the intention behind having that seat on the Board. This is in reference to Motion No. 7.

Answer: We agree that the role of Immediate Past President is unique, which is why we are not allowing that seat to be filled by someone who’s never served as a President. The carve-out in the proposed change is what allows the Board to fill a vacancy of Past President with someone who is actually a Past President, rather than through the solicitation of applications from the general membership.

Question #11: What is the justification for removing the “good faith” requirement language from the bylaws as part of "housekeeping, renumbering and title corrections" in Motion No. 9?

Answer: You’re referring to the existing language in the Preamble to the Bylaws that says directors and officers must exercise their duties in good faith. We are proposing revising that section to refer specifically to the statutory obligations that officers and directors hold as a matter of law, located at NRS 82.221. That statue does include the “good faith” language in its requirements, in addition to more. Put simply, we are revising this to ensure that our bylaws track the law itself.

Question #12: Who appoints the new Election Committee?

Answer: The Election Committee is not new. It’s a committee that is required by our current bylaws. However, our bylaws do not speak to its purpose, composition, powers, or any other aspect. All of that is left to policy, which can be changed at will by the Board. We propose adding reference to the Election Committee in the bylaws (Motion No. 5) to ensure there is at least a baseline standard enshrined in our bylaws that any given Board cannot deviate from via policy. The purpose of the proposed change is to establish guardrails that are more immune to manipulation in future elections. As to the composition, that remains set by Policy 500-9, and is something the Board is actively working to revise in furtherance of putting additional safeguards in to avoid Directors from “stacking the Board.”

Question #13: Why remove the Forms Committee?

Answer: Our forms are legal documents and we think they should be revised by legal counsel. That said, we still can create PAGs or committees through policy to periodically review and make suggestions to our forms. Removing the Forms Committee does not prevent the Board from doing that, it just eliminates the need for a standing committee to meet when there may not be anything for it to do.

Question #14: Motion 5 pertaining to the Election Committee seems to allow the Board to override the election results. How can the Board nullify a member vote, then oversee the appeal themselves? That’s not due process—that’s consolidation of power. Why can’t concerns with a candidate be addressed before a ballot? There is no reason to undermine the members vote.

Answer: The Board absolutely cannot override the members’ vote, and that’s not what Motion No. 5 proposes. Your question, “why can’t concerns with a candidate be addressed before a ballot” is spot-on, and that’s what Motion No. 5 does. It removes some discretion from the Election Committee by requiring the Election Committee to vet candidates with a defined good cause standard applied. It also grants candidates an appeal right. Currently, the bylaws do not place any such good cause requirement on the Election Committee nor do they grant a right to appeal the Committee’s decision. This Motion, if passed, would hold the Election Committee to a higher standard and afford aggrieved candidates more rights.