BYLAWS
These Bylaws are for the regulation, except as otherwise provided by statute or its Articles of Incorporation, of the SOUTHWEST RIVERSIDE COUNTY MULTIPLE LISTING SERVICE, INC., a California Corporation (ASRCMLS@), all the shares of stock of which are solely and wholly-owned by the SOUTHWEST RIVERSIDE COUNTY ASSOCIATION OF REALTORS®, which Association is a member of the regional multiple listing service known as MRMLS, Inc.
ARTICLE I B PURPOSE
Section 1. Authority SRCMLS may maintain for the use of licensed real estate brokers and salespersons and licensed or certified appraisers, a multiple listing service (hereinafter referred to as the "MLS") which shall be subject to these Bylaws and such rules and regulations as may be hereinafter adopted by the Board of Directors.
Section 2. Purpose The MLS is a means by which authorized broker participants establish legal relationships with other broker participants by making a blanket unilateral contractual offer of compensation and cooperation to other broker participants; by which information is accumulated and disseminated to enable authorized participants to prepare appraisals and other valuations of real property; by which participants engaging in real estate appraisal contribute to common databases; and is a facility for the orderly correlation and dissemination of listing information among the participants so that they may better serve their clients, customers, and the public.
ARTICLE II B OFFICES
Section 1. Principal Executive Office . The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of California.
Section 2. Other Offices . Branch or subordinate offices may at any time be established at any place or places where the Corporation is qualified to do business.
ARTICLE III B DIRECTORS
Section 1. Powers . Subject to limitations of the Articles of Incorporation, of the Bylaws, and of the California General Corporation Law as to action to be authorized or approved by the shareholders, and subject to the duties of the Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors.
Section 2. Number and Qualification of Directors . The total number of authorized Directors for the corporation shall not be less than eleven (11) nor more than twelve (12) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.
Section 3. Election and Term of Office . Directors shall be appointed by the President and approved by the Board of Directors of the Southwest Riverside County Association of REALTORS® and hold office from January through December. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
Section 4. Vacancies . Vacancies in the Board of Directors may be filled by a majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until the ending in December. The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.
Section 5. Place of Meeting . Regular meetings of the Board of Directors shall be held at any place within or outside the state, which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal executive office.
Section 6. Organization Meeting . Immediately following each annual meeting of the shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Call and notice of such meetings are hereby dispensed with.
Section 7. Annual and Other Regular Meetings . The annual meeting of the Board of Directors shall be held thirty (30) days prior to the end of the fiscal year, in each year at the principal office of the Corporation or at such other time and place as may be fixed from time to time by resolution of the Board of Directors. The Board of Directors, by resolution, may provide for the holding of other regular meetings and may fix the time and place of holding such meetings. Notice of the annual meeting and other regular meetings need not be given.
Section 8. Special Meetings . Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President, or, if he is absent or unable or refuses to act, by the Vice President or by any two (2) Directors. Notice of the time and place of special meetings shall be delivered or communicated personally or communicated by telephone to each Director or sent by first-class mail telegram, charges prepaid, addressed to each Director at the Director=s address as it is shown on the records of the Corporation. Any oral notice given personally or by telephone may be communicated to the Director or to a person at the office of Director who the person giving the notice has reason to believe will promptly communicate it to the Director.
Section 9. Quorum . A majority of the authorized number of Directors shall constitute a quorum for the transaction of business.
Section 10. Waiver of Notice . Transactions of any meeting of the Board of Directors, however called and noticed or wherever held shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice and consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
Section 11. Action Without a Meeting . Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 12. Committees
The President, with the approval of the Board of Directors, shall create such standing or ad hoc Committees as the President deems desirable and shall appoint their members. Each Committee shall consist of not less than three (3) Participants in the MLS, but may also include REALTORS® employed by or affiliated as independent contractors with a REALTOR® Participant serving as representatives of said REALTOR® Participants and with their consent, and who may serve either as a Chairperson or Member of a Committee.
Section 13. Fees and Compensation . Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.
ARTICLE IV B OFFICERS
Section 1. Officers . The officers of the Corporation shall be a President, Vice President and a Secretary/Treasurer. The Corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, and one or more Assistant Secretaries. No person shall hold more than one office at the same time.
Section 2. Election . The officers of the Corporation shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
Section 3. Removal . Subject to the rights, if any, of an officer, under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors.
Section 4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.
Section 5. Duties of the President . The President shall be the chief officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. The President shall preside at all meetings of the shareholders and at all meetings of the Board of Directors.
Section 6. Vice President . In the absence or disability of the President, the Vice President(s), if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, a Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws, and the President, or the Chairman of the Board.
Section 7. Secretary/Treasurer .
7.1 The Secretary/Treasurer shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors and shareholders, and shall keep, or cause to be kept, a share register at the principal executive office.
7.2 The Secretary/Treasurer shall give, or cause to be given notice of all meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the Corporation if one is adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
7.3 The Secretary/Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any Director.
7.4 The Secretary/Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors and shall disburse the funds of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
ARTICLE V B INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS RECORDS AND REPORTS
Section 1. Maintenance and Inspection of Share Register . The Corporation shall keep at its principal executive office a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder. This record shall be open to inspection by any shareholder upon five (5) days prior written demand.
Section 2. Maintenance and Inspection of Bylaws . The Corporation shall keep at its principal executive office, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.
Section 3. Maintenance and Inspection of Other Corporate Records . The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors, shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related to the holder=s interests as a shareholder.
Section 4. Inspection by the Board of Directors . Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation.
Section 5. Annual Report to Shareholders . The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the Corporation as it considers appropriate.
ARTICLE VI B GENERAL CORPORATE MATTERS
Section 1. Checks, Drafts, Evidences of Indebtedness . All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution by the Board of Directors.
Section 2. Corporate Contracts & Instruments : How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation.
Section 3. Certificate for Shares . A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the amount of the consideration to be paid for such shares and the amount paid. All certificates shall be signed in the name of the Corporation by the President, Vice-President or the Secretary/Treasurer, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be a facsimile.
Section 4. Construction and Definitions . Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the constructing of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term Aperson@ includes both a corporation and a natural person.
ARTICLE VII - MULTIPLE LISTING SERVICE RULES
Section 1. Participation and Authorized Access .
1.1 Participant . A participant is any individual, who applies and is accepted by the MLS, meets and continues to meet all of the following requirements of either a broker participant or an appraiser participant as defined below in Article VII, Sections 1.1.1 and 1.1.2.
1.1.1 Broker Participant . A broker participant is a participant who meets all of the following requirements:
(a) The individual, or corporation for whom the individual acts as a broker/ officer, holds a current, valid California real estate broker's license;
(b) The individual is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal and maintains an office or Internet presence from which the individual is available to represent real estate sellers, buyers, lessors or lessees;
(c) The individual or corporation for which the individual acts, as a broker/officer is capable of offering and accepting compensation in the capacity of a real estate broker;
(d) The individual has signed a written agreement to abide by the Bylaws/MLS Rules and regulations of the MLS in force at that time and as from time to time amended;
(e) The individual pays all applicable MLS fees; and
(f) The individual has completed or confirms a willingness to complete within the prescribed time any required orientation program of no more than eight (8) classroom hours devoted to the MLS rules and regulations and computer training related to MLS information entry and retrieval and the operation of the MLS within thirty (30) days after access has been provided.
1.1.2 Appraiser Participant . An appraiser participant is a participant who meets all of the following requirements:
(a) The individual holds a current, valid California appraisers certification or license;
(b) The individual is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal and maintains an office or Internet presence from which appraisal services are available;
(c) The individual has signed a written agreement to abide by the Bylaws/MLS Rules and regulations of the MLS in force at that time and as from time to time amended;
(d) The individual pays all applicable MLS fees; and
(e) The individual has completed or confirms a willingness to complete within the prescribed time any required orientation program of no more than eight (8) classroom hours devoted to the MLS rules and regulations and computer training related to MLS information entry and retrieval and the operation of the MLS within thirty (30) days after access has been provided.
1.2 Subscriber . A subscriber is an individual, who applies and is accepted by the MLS, meets and continues to meet all of the following requirements of either a real estate subscriber or appraiser subscriber as defined below in Article VII, Sections 1.2.1 and 1.2.2.
1.2.1 Real Estate Subscriber . A real estate subscriber is a subscriber who meets all of the following requirements:
(a) The individual holds a current, valid California real estate salesperson's or broker's license;
(b) The individual is employed by or affiliated as an independent contractor with a broker participant who maintains an office or Internet presence from which the individual is available to represent real estate sellers, buyers, lessors or lessees;
(c) The individual has signed a written agreement to abide by the Bylaws/MLS Rules and regulations of the MLS in force at that time and as from time to time amended;
(d) The individual pays all applicable MLS fees; and
(e) The individual has completed or confirms a willingness to complete within the prescribed time any required orientation program of no more than eight (8) classroom hours devoted to the MLS rules and regulations and computer training related to MLS information entry and retrieval and the operation of the MLS within thirty (30) days after access has been provided.
1.2.2 Appraiser Subscriber . An Appraiser subscriber is a subscriber who meets all of the following requirements:
(a) The individual holds a current, valid California real estate appraisers certification or license;
(b) The individual is employed by or affiliated as an independent contractor with an Appraiser Participant who maintains an office or Internet presence from which appraisal services are available;
(c) The individual has signed a written agreement to abide by the Bylaws/MLS Rules and regulations of the MLS in force at that time and as from time to time amended;
(d) The individual pays all applicable MLS fees; and
(e) The individual has completed or confirms a willingness to complete within the prescribed time any required orientation program of no more than eight (8) classroom hours devoted to the MLS rules and regulations and computer training related to MLS information entry and retrieval and the operation of the MLS within thirty (30) days after access has been provided.
1.3 Notification of Licensees . Each participant shall provide the MLS with a list of all real estate licensees or certified or licensed appraisers employed by or affiliated as independent contractors with such participant or with such participant's firm and shall immediately notify the MLS of any changes, additions, or deletions from the list. This list shall include any licensees under any broker associate affiliated with the participant.
1.4 Participation Not Transferable . Participation in the MLS is on an individual basis and may not be transferred or sold to any corporation, firm, or other individual. Any reimbursement of MLS fees is a matter of negotiation between those transferring the business or determined by internal contract arrangement within the firm. However, providing the first participant consents, the MLS shall allow a firm to designate a different person as a participant within the firm without additional initial participation fees. The MLS may charge an administrative fee for this service of reassigning participants within a firm.
1.5 Listing Broker Defined . For purposes of these Bylaws/MLS Rules, a listing broker is a broker participant who is also a listing agent as defined in Civil Code section 1086 who has obtained a written listing agreement by which the broker has been authorized to act as an agent to sell or lease the property or to find or obtain a buyer or lessee. Whenever these Bylaws/MLS Rules refer to the listing broker, the term shall include the real estate subscriber or a licensee acting for the listing broker but shall not relieve the listing broker of responsibility for the act or rule specified.
1.6 Cooperating Broker or Selling Broker Defined . For purposes of these Bylaws/MLS Rules, a cooperating broker or selling broker is a broker participant who is also a selling agent as defined in Civil Code section 1086 who acts in cooperation with a listing broker to accept the offer of compensation and/or subagency to find or obtain a buyer or lessee. The cooperating broker or selling broker may be the agent of the buyer or, if subagency is offered and accepted, may be the agent of the seller. Whenever these Bylaws/MLS Rules refer to the cooperating broker or selling broker, the term shall include the real estate subscriber or licensee acting for the cooperating or selling broker but shall not relieve that broker of responsibility for the act or rule specified.
1.7 Appraiser Defined . For purposes of these Bylaws/MLS Rules, an appraiser is an appraiser participant, appraiser subscriber, or licensed or certified appraiser acting for the appraiser participant or appraiser subscriber. Whenever these Bylaws/MLS Rules refer to the appraiser, the term shall also include the appraiser subscriber or a licensed or certified appraiser employed by or affiliated as an independent contractor with the firm that employs the appraiser but shall not relieve that appraiser participant of responsibility for the act or rule specified.
Section 2. MLS Fees and Charges .
2.1 MLS Fee and Charges . The Board of Directors shall establish a schedule of MLS fees, applicable to the MLS, which may include the following service fees and charges:
2.1.1 Initial Participation and/or Application Fee . Applicants for MLS services may be assessed an initial participation and/or application fee.
2.1.2 Recurring Participation Fee .
(a) The recurring participation fee for each broker participant shall be an amount times the total number of (1) the broker participant, plus (2) the number of salespersons who have access to and use of the MLS, whether licensed as brokers or salespersons, who are employed by or affiliated as independent contractors with such participant or the participant's firm. If more than one principal broker in the same firm elects to be participant, the number of salespersons in the firm will only be used once in calculating the recurring participation fees. A broker participant is not obligated to pay recurring participation fees or other MLS fees and charges for real estate licensees affiliated with the participant or the participant's firm if such licensees work out of a branch office of the participant or the participant's firm that does not participate in or otherwise use the MLS.
(b) The recurring participation fee for each appraiser participant shall be an amount times the total number of (1) the appraiser participant, plus (2) the number of appraisers who have access to and use of the MLS, who are employed by or affiliated as independent contractors with such participant or the participant's firm. If more than one principal appraiser in the same firm elects to be a participant, the number of appraisers in the firm will only be used once in calculating the recurring participation fees. An appraiser participant is not obligated to pay recurring participation fees or other MLS fees and charges for licensed or certified appraisers affiliated with the participant or the participant's firm if such appraisers work out of a branch office of the participant or the participant's firm that does not participate in or otherwise use the MLS.
2.1.3 Listing Fee . A broker participant may be charged a listing fee for each listing submitted to the MLS for input.
2.1.4 Computer Access Fees . The recurring computer access fee for each participant shall be an amount times the total number of subscribers and salespersons licensed or certified as appraisers, brokers, or salespersons, who are employed by or affiliated as independent contractors with such participant.
2.1.5 Certification of Nonuse . Participants may be relieved from payment under Article VII, Sections 2.1.2 and 2.1.4 hereunder by certifying in writing to the MLS that a licensed or certified person in the office is engaged solely in activities that do not require a real estate license or certification (for example, clerical) or that the real estate licensee or licensed or certified appraiser will not use the MLS or multiple listing service compilation in any way. In the event a real estate licensee or appraiser is found in violation of the nonuse certification, the participant shall be subject to all MLS fees dating back to the date of the certification. The participant and subscriber may also be subject to any other sanction imposed for violation of Bylaws/MLS Rules including, but not limited to, a citation and suspension or termination of participation rights and access to the MLS.
2.1.6 Other Fees . Other fees that are reasonably related to the operation of the MLS may be adopted.
2.2 Responsibility for Fees . In the event the MLS allows for direct billing or payment by a subscriber for MLS fees, such fees shall be the exclusive obligation of that subscriber regardless of whether such subscriber becomes affiliated with a different participant. If the MLS does not allow for direct billing or payment by a subscriber for MLS fees, such fees shall be the responsibility of the participant with whom the subscriber was affiliated at the time the MLS fees were incurred. This section does not preclude in any way the ability of participants to pursue reimbursement of MLS fees from current or past subscribers or to establish agreements with subscribers regarding payment or reimbursement of MLS fees.
Section 3. Regional and Reciprocal Agreements .
The Board of Directors may enter into reciprocal or regional agreements with other Associations of REALTORS® or multiple listing service corporations owned solely by Associations of REALTORS® to allow the other multiple listing service participants and subscribers access to the MLS in exchange for comparable benefits to the participants and subscribers of this MLS. In the event of such agreements, the participants and subscribers agree to abide by the respective rules of the other multiple listing services receiving and publishing a listing pursuant to such agreements and to abide by such rules when accessing the other multiple listing services’ databases.
Section 4. Listing Procedures .
4.1 Listings Subject to Rules and Regulations of the MLS . Any listing filed with the MLS is subject to the Bylaws/MLS Rules and regulations of the MLS.
4.2 Types of Listings; Responsibility for Classification . The MLS shall accept exclusive right to sell, exclusive agency, open, and probate listings as defined in California Civil Code section 1086, et seq., that satisfy the requirements of these Bylaws/MLS Rules. Exclusive right to sell listings that contain any exceptions whereby the owner need not pay a commission if the property is sold to particular individuals shall be classified for purposes of these Bylaws/MLS Rules as an exclusive right to sell listing, but the listing broker shall notify all participants of the exceptions. It shall be the responsibility of the broker participant and real estate subscriber to properly classify the type of listing and, if necessary, obtain a legal opinion to determine the correct classification. By classifying the type of the listing, the listing broker certifies that the listing falls under the legal classification designated. The MLS shall have no affirmative responsibility to verify the listing type of any listing filed with the MLS. However, the MLS shall have the right to have legal counsel make a determination as to the classification of the listing type and, if the listing broker does not reclassify it accordingly, the MLS shall have the right to reject or remove any such listing that it determines falsely represents the classification of listing type.
4.3 Types of Properties; Responsibility for Classification . The MLS shall accept listings that satisfy the requirements of these Bylaws/MLS Rules on the following types of property:
(a) Residential
(b) Residential Income
(c) Residential Lease
(d) Vacant Land
(e) Business Opportunity
(f) Manufactured/Mobile Homes
(g) Commercial Income
(h) Industrial
It shall be the responsibility of the broker participant and real estate subscriber to properly classify the type of property listed, and if necessary, obtain a legal opinion to determine the correct classification. By classifying the type of property listed, the listing broker certifies that the listing falls under the classification designated. The MLS shall have no affirmative responsibility to verify the property type of any listing filed with the MLS. However, the MLS shall have the right to have legal counsel make a determination as to the classification of the property type and if the listing broker does not reclassify it accordingly, the MLS shall have the right to reject or remove any such listing that it determines falsely represents the classification of property type of the listing.
4.4 Compliance with California and Federal Law . Notwithstanding any other provision of these Bylaws/MLS Rules and regulations to the contrary, the MLS shall accept any listing that it is required to accept under California or federal law.
4.5 Mandatory Submission . Broker participants shall input exclusive right to sell or exclusive agency listings, on one to four unit residential properties and vacant lots located within the service area of the MLS within two (2) days (excepting weekends, holidays and postal holidays) after all necessary signatures of the seller(s) have been obtained on the listing. Only those listings that are within the service area of the MLS must be input. Open listings or listings of property located outside the MLS's service area (see 4.7) are not required by the MLS but may be input at the broker participant's option. Property data forms submitted to the MLS for input shall be signed by the broker participant or his/her authorized representative as having been checked for completeness and accuracy.
4.6 Exempted Listings . If the seller refuses to permit the listing to be disseminated by the MLS, the listing broker shall submit to the MLS within two (2) business days, after all necessary signatures of seller(s) have been obtained on the listing, a certification signed by the seller that the seller does not want the listing to be disseminated by the MLS.
4.7 MLS Area . The MLS's service area shall be determined by the Board of Directors. If the MLS has entered into regional multiple listing service agreements or a regional multiple listing service corporation with other multiple listing services and has enlarged the service area as part of the agreement or corporation, submission of the type of listings specified in 4.5 is mandatory for the area covered by the combined service areas of the Associations signatory to the regional multiple listing service agreement or part of the regional multiple listing service corporation.
4.8 Change of Listing Information . Listing brokers shall input any change in listing information, including the listed price or other change in the original listing agreement, to the MLS within two (2) days (excepting weekends, holidays and postal holidays) after the authorized change is received by the listing broker. By inputting such changes to the MLS, the listing broker represents that the listing agreement has been modified in writing to reflect such change or that the listing broker has obtained other legally sufficient written authorization to make such change. Change of status forms submitted to the MLS for input shall be signed by the participant or his or her authorized representative.
4.9 Withdrawal of Listing Prior to Expiration . Listings of property may be withdrawn from the MLS by the listing broker before the expiration date of the listing agreement provided the listing broker has received written permission from the seller to withdraw the listing. The MLS may require the listing broker to provide a copy of such written permission. Sellers do not have the unilateral right to require the MLS to withdraw a listing without the listing broker's concurrence. However, the MLS reserves the right to remove a listing from the MLS database if the seller can document that their listing agreement with the listing broker has been terminated or is invalid.
4.10 Contingencies . Any contingency or condition of any term in a listing shall be specified and noticed to the participants.
4.11 Detail on Listings Filed With the MLS . All listings input into the MLS shall be complete in every detail, including full gross listing price, listing expiration date, compensation offered to other broker participants and any other information required to be included as determined by the Board of Directors. Listings that are incomplete shall be ineligible for publication in the MLS and subject to immediate removal.
4.12 Unilateral Contractual Offer; Subagency Optional . In filing a property with the MLS, the broker participant makes a blanket unilateral contractual offer of compensation and/or subagency to the other MLS broker participants for their services in selling the property. Except as set forth in Rule 4.15 below or pursuant to California Civil Code section 1087 , a broker participant must specify some compensation to be paid to either a buyer's agent or a subagent, and the offer of compensation must be stated in one, or a combination of the following forms: (1) a percentage of the gross selling price; or (2) a definite dollar amount. The amount of compensation offered through the MLS may not contain any provision that varies the amount of compensation offered based on conditions precedent or subsequent or on any performance, activity or event. Furthermore, the MLS reserves the right to remove a listing from the MLS database that does not conform to the requirements of this section. At the broker participant's option, a broker participant may limit his or her offer of compensation to buyer's agents only, to subagents only, or make the offer of compensation to both. Any such limitations must be specified on the property data profile sheet and in the MLS. The amount of compensation offered to buyers' agents or subagents may be the same or different but must be clearly specified on the property data profile sheet. Broker participants wishing to offer subagency to the other MLS broker participants must so specify on the property data profile sheet and on the MLS. Otherwise, the offer of compensation does not constitute an offer of subagency.
4.12.1 Offers of Compensation Subject to Lender/Court Approval . Pursuant to National Association of REALTORS® (AN.A.R.@) policy, the contractual offer of compensation may be subject to lender approval in the case of short sales, or court approval in the case of probate sales, provided that all information regarding the offer is fully disclosed by the listing broker through the MLS prior to presentation of an offer by a cooperating broker.
4.13 Acceptance of Contractual Offer . The broker participant's contractual offer (with or without subagency) is accepted by the participant/selling broker by procuring a buyer which ultimately results in the creation of a sales or lease contract. Payment of compensation by the participant/listing broker to the participant/cooperating broker under this section is contingent upon either (1) the final closing or (2) the participant/listing broker's receipt of monies resulting from the seller's or buyer's default of the underlying sales or lease contract. Notwithstanding this section, the listing broker and/or cooperating broker shall still retain any remedies they may have against either the buyer or seller due to a default under the terms of the purchase agreement, listing agreement or other specific contract. Any dispute between participants arising out of this section shall be arbitrated under Article VII, Section 14 of these Bylaws/MLS Rules and shall not be considered a Bylaws/MLS Rules violation.
4.14 Consent to Act as Dual Agent . By offering compensation and/or subagency to broker participants, the listing broker is not automatically representing that seller has consented to the cooperating broker acting as a dual agent representing both the buyer and the seller. No cooperating broker shall act as both an agent of the buyer and the seller without first contacting the listing broker and ascertaining that the seller has consented to such dual agency.
4.15 Estate Sale, Probate, Bankruptcy and Lender Approval Listings
4.15.1 Estate Sale, Probate and Bankruptcy Listings . Compensation offered through the MLS to cooperating brokers on estate sale, probate or bankruptcy listings is for the amount published therein as long as the cooperating broker produces the contract which is ultimately successful and confirmed by the court, if court confirmation is required. In the event the contract produced by the cooperating broker is overbid in court and the overbid contract is confirmed, the original cooperating broker shall receive the amount of compensation specified as "unconfirmed cooperating broker's compensation" or "u.c.b" in the property data profile sheet and on the MLS. For estate sale or probate listings, the compensation offered through the MLS under these Bylaws/MLS Rules and this section shall be considered an agreement as referred to in California Probate Code section 10165 and will therefore supersede any commission splits provided by statute when there is no agreement. This section contemplates that estate sale, probate and bankruptcy judges have broad discretion and therefore are not intended as a guarantee of a specific result as to commissions in every probate or bankruptcy sale.
4.15.2 Lender Approval Listings . Compensation offered through the MLS to cooperating brokers on listings which require lender approval (commonly referred to as "short sale" listings) is for the amount published therein unless the listing broker indicates on the MLS the following: (a) the fact that the sale and gross commission are subject to lender approval; and (b) the amount or method by which the compensation offered through the MLS will be reduced if the lender reduces the gross commission.
4.16 Changes to Offer of Compensation By Listing Broker To All Broker Participants . The listing broker may, from time to time, adjust the published compensation offered to all MLS broker participants with respect to any listing by changing the compensation offered on the MLS or providing written notice to the MLS of the change. Any change in compensation will be effective after the change is published in the MLS, either through electronic transmission or printed form, whichever occurs first. The listing broker may revoke or modify the offer of compensation in advance as to any individual broker participant in accordance with general contract principles but in no event shall the listing broker revoke or modify the offer of compensation without the cooperating broker’s consent later than the time the cooperating broker (a) physically delivers or transmits by fax or e-mail to the listing broker a signed offer from a prospective buyer to purchase the property for which the compensation has been offered through the MLS, or (b) notifies the listing broker in person or by telephone, fax or e-mail that the cooperating broker is in possession of a signed offer from a prospective buyer to purchase the property for which the compensation has been offered through the MLS and is awaiting instructions from the listing broker as to the manner of presentation or delivery of that offer. Any independent advance revocations, modifications of the offer or agreements between real estate brokers are solely the responsibility of such brokers and shall not be submitted to, published by, or governed in any way by the service.
4.17 Broker Participant or Real Estate Subscriber as Principal . If a listing broker has any interest in property, the listing of which is to be disseminated through the MLS, that person shall disclose that interest on the MLS.
4.18 Multiple Unit Properties . All properties which are to be sold or which may be sold separately must be indicated individually in the MLS and will be published separately. When part of a listed property has been sold, the listing broker shall input the appropriate changes on the MLS.
4.19 Expiration, Extension, and Renewal of Listings . Listings shall be removed from the MLS database on the expiration date specified on the listing unless the listing is extended or renewed by the listing broker. The listing broker shall obtain written authorization from the seller(s) before filing any extension or renewal of a listing. Any renewals or extensions received after the expiration date of the original listing shall be treated as a new listing and will be subject to any fees applicable to new listings. At any time and for any reason, the MLS has the right to request a copy of the seller's written authorization to extend or renew a listing. If a listing broker is asked to provide a copy of such authorization and does not do so within twenty-four (24) hours of the request, the listing shall be subject to immediate removal from the MLS.
4.20 Listings of Participants or Subscribers Suspended, Expelled or Resigned .
4.20.1 Failure to Pay MLS Fees; Resignation . When a participant or subscriber is suspended or expelled from the MLS for failure to pay MLS fees or charges, or if the participant or subscriber resigns from the MLS, the MLS shall cease to provide services to such participant or subscriber, including continued inclusion of listings in the MLS compilation of current listing information. In the event listings are removed from the MLS pursuant to this section, it shall be the sole responsibility of the participant to notify the seller(s) that the property is no longer listed in the MLS.
4.20.2 Violation of MLS Rules . When a participant or subscriber is suspended or expelled from the MLS for a violation of the Bylaws/MLS Rules and regulations, the MLS shall cease to provide services to such participant or subscriber except that the listings in the MLS at the time of suspension or expulsion shall, at the suspended or expelled participant's option, be retained in the MLS compilation of current listing information until sold, withdrawn, or expired, and shall not be renewed or extended by the MLS beyond the termination date of the listing agreement in effect when the expulsion became effective. In the event listings are removed from the MLS pursuant to this section, it shall be the responsibility of the participant to notify the seller(s) that the property is no longer listed in the MLS.
4.21 No Control of Commission Rates or Fees Charged by Participants . The MLS shall not fix, control, recommend, suggest, or maintain commission rates or fees for services to be rendered by participants. Further, the MLS shall not fix, control, recommend, suggest, or maintain the division of commissions or fees between cooperating participants or between participants and no participants.
4.22 Dual or Variable Rate Commission Arrangements . The existence of a dual or variable commission arrangement shall be disclosed by the listing broker by a key, code or symbol as required by the MLS. A dual or variable rate commission arrangement is one in which the seller or owner agrees to pay a specified commission if the property is sold by the listing broker without assistance and a different commission if the sale results through the efforts of a cooperating broker; or one in which the seller or owner agrees to pay a specified commission if the property is sold by the listing broker either with or without the assistance of a cooperating broker and a different commission if the sale results through the efforts of a seller or owner. The listing broker shall, in response to inquiries from potential cooperating brokers, disclose the differential that would result in either a cooperative transaction or, alternatively, in a sale that results through the efforts of the seller or owner. If the cooperating broker is representing a buyer or tenant, the cooperating broker must then disclose such information to his or her client before the client makes an offer to purchase or lease.
4.23 Right of Listing Broker and Presentation of Counter Offers . The listing broker has the right to participate in the presentation of any counter offer made by the seller or lessor. The listing broker does not have the right to be present at any discussion or evaluation of a counter offer by the purchaser or lessee (except where the cooperating broker is a subagent). However, if the purchaser or lessee gives written instructions to the cooperating broker that the listing broker not be present when a counter offer is presented, the listing broker has the right to a copy of the purchaser's or lessee's written instructions.
Section 5. Documentation; Permission; Accuracy of Information .
5.1 Listing Agreement and Seller's Permission . Prior to inputting a listing to the MLS, the listing broker shall obtain the written agreement of the seller expressly granting the listing broker authority to: (1) file the listing with the MLS for publication and dissemination to those authorized by the MLS; (2) act as an agent for the seller; (3) abide by the Bylaws/MLS Rules of the MLS; (4) provide timely notice of status changes of the listing to the MLS; (5) provide sales information, including selling price, to the MLS upon sale of the property for publication and dissemination to those authorized by the MLS; and (6) publish sales information after the final closing of a sales transaction in accordance with these Bylaws/MLS Rules (See Section 7.1).
5.2 Written Documentation . Listing brokers filing listings with the MLS service shall have a written listing agreement with all necessary signatures in their possession. Only listings that create an agency relationship between the seller and the broker participant/listing broker are eligible for submission to the MLS. By inputting a listing to the MLS, broker participants and real estate subscribers represent that they have in their possession such written agreements establishing agency and the represented type of listing agreement. The MLS shall have the right to demand a copy of such written listing agreements and verify the listing's existence and adequacy at any time. The MLS shall also have the right to demand a copy of sellers written authorization required under these Bylaws/MLS Rules. If the broker participant or real estate subscriber fails to provide documentation requested by the MLS within twenty-four (24) hours, the MLS shall have the right to immediately withdraw any listings from the database, in addition to disciplining the participant and subscriber for a violation of Bylaws/MLS Rules.
5.3 Accuracy of Information; Responsibility for Accuracy . By inputting information into the MLS computer database, the listing broker represents that the information input is accurate to the best of the listing broker's knowledge. The listing broker shall use good faith efforts to determine the accuracy of the information and shall not submit or input information, which the listing broker knows to be inaccurate. Upon receipt of the first publication or electronic transfer of such information, the listing broker shall make all necessary corrections. The MLS merely publishes the MLS information and has no affirmative responsibility to verify the accuracy of the MLS information. The MLS, however, reserves the right to require participants and subscribers to change their MLS information if the MLS is made aware of alleged inaccuracies in the MLS information and the MLS determines that such inaccuracies do in fact exist. If a participant or subscriber fails to make necessary or required corrections to their MLS information, the participant and subscriber shall indemnify and hold harmless the MLS for any claims, costs, damage or losses, including reasonable attorney fees and court costs, incurred by the MLS as a result of such failure. In no event will the MLS be liable to any MLS participant, subscriber or any other party for any indirect, special, or consequential damages arising out of any information published in the MLS, and all other damages shall be limited to an amount not to exceed the MLS fees paid by the listing broker.
5.4 Input Defined . All references or uses of the word "input" shall also include information which is submitted to the MLS for input in the MLS database by the MLS staff, whether such information was provided to the MLS staff on a "property data form" or otherwise.
5.5 Buyer, Seller, Purchase and Sale Defined . All references to the buyer shall also include lessee. All references to the seller shall also include lessor. All references to a purchase shall also include a lease. All references to a sale shall also include a lease.
Section 6. Selling Procedures .
6.1 Showings and Negotiations . Appointments for showings and negotiations with the seller for the purchase of listed property filed with the MLS shall be conducted through the listing broker except under the following circumstances:
(a) The listing broker gives the cooperating broker specific authority to show and/or negotiate directly with the seller; or
(b) After reasonable effort and no less than twenty-four (24) hours, the cooperating broker cannot contact the listing broker or his or her representative. However, the listing broker, at his or her option, may preclude such direct negotiations by the cooperating broker by giving notice to all participants through the MLS.
In the event all showings and negotiations will be conducted solely by the seller, the listing broker shall clearly set forth such fact in the listing information published by the MLS.
6.2 Disclosing the Existence of Offers Listing brokers, in response to inquiries from buyers or cooperating brokers, shall, with the sellers’ approval, disclose the existence of offers on the property. Where disclosure is authorized, the listing broker shall also disclose whether offers were obtained by the listing licensee, by another licensee in the listing firm, or by a cooperating broker.
6.3 Availability to Show or Inspect Listing brokers shall not misrepresent the availability of access to show or inspect a listed property.
6.4 Presentation of Offers . The listing broker must make arrangements to present the offer as soon as possible, or give the cooperating broker a satisfactory reason for not doing so. In the event a listing broker will not be participating in the presentation of offers, the listing broker shall clearly indicate this fact in the listing information published by the MLS.
6.5 Submission of Offers and Counter-Offers . The listing broker shall submit to the seller/landlord all offers until closing unless precluded by law, governmental rule or expressly instructed in writing by the seller/landlord otherwise. The cooperating broker acting for buyer/tenant, shall submit to buyer/tenant all offers and counter-offers until acceptance.
6.6 Right of Cooperating Broker in Presentation of Offer . The cooperating broker has the right to participate in the presentation of any offer to purchase he or she secures. The cooperating broker does not have the right to be present at any discussion or evaluation of that offer by the seller and the listing broker. However, if the seller gives written instructions to the listing broker requesting that the cooperating broker not be present when an offer the cooperating broker secured is presented, the cooperating broker shall convey the offer to the listing broker for presentation. In such event, the cooperating broker shall have the right to receive a copy of the seller's written instructions from the listing broker. Nothing in this section diminishes or restricts the listing broker's right to control the establishment of appointments for offer presentations.
6.7 Change of Compensation Offer by Cooperating Broker . The cooperating broker shall not use the terms of an offer to purchase to attempt to modify the listing broker's offer of compensation nor make the submission of an executed offer to purchase contingent on the listing broker's agreement to modify the offer of compensation. However, failure of a cooperating broker to comply with this rule shall not relieve a listing broker of the obligation to submit all offers to the seller as required by Article VII, Section 6.5.
6.8 Cooperating Broker as a Purchaser . If a cooperating broker wishes to acquire an interest in property listed with a listing broker, such contemplated interest shall be disclosed to the listing broker prior to the time an offer to purchase is submitted to the listing broker.
(NOTE: Nothing in these rules shall preclude the listing broker and cooperating broker from entering into a mutual agreement to change cooperative compensation.)
Section 7. Reporting Sales and Other Information to the MLS .
7.1 Reporting of Sales . Listings with accepted offers shall be reported to the MLS or input into the MLS database as "pending" within five (5) days of the acceptance by the listing broker unless the negotiations were carried on under Article VII, Section 6.1 (a) or (b), in which case the cooperating broker shall report to the MLS or input the listing in the MLS as "pending" and send a copy of the listing's changed status to the listing broker within twenty-four (24) hours after acceptance. The listing shall be published on the MLS as pending with no price or terms prior to the final closing. Upon final closing, the listing broker shall report or input the listing in the MLS as "sold" within five (5) days of the final closing date. Listings which were not input into the MLS as a result of the seller's instructions may be input into the MLS "sold" data at the listing broker's option.
7.2 Reporting Cancellation of Pending Sale . The listing broker shall report immediately to the MLS the cancellation of any pending sale and the listing shall be reinstated immediately as long there is still a valid listing.
7.3 Refusal to Sell . If the seller of any listed property filed with the MLS refuses to accept a written offer satisfying the terms and conditions stated in the listing, such fact shall be transmitted immediately to the MLS and to all participants.
Section 8. Ownership of MLS Compilations and Copyrights .
8.1 MLS Compilation Defined . The term "MLS compilation" includes but is not limited to the MLS computer database, all printouts of data from the MLS computer database, and all MLS publications.
8.2 Active Listing MLS Compilation Defined . "Active listing MLS compilation" shall mean that portion of the MLS compilation which includes listings currently for sale and all other indexes and other information relating to the current listing information.
8.3 Comparable Data MLS Compilation Defined . "Comparable data MLS compilation" shall mean that portion of the MLS compilation that includes the off market data, sold, and appraisal information regarding properties that are not currently for sale and all indexes and information relating to the sold information compilation.
8.4 Authority to Put Listings in MLS Compilation . By submitting any property listing data form to the MLS or inputting listing information into the MLS compilation, participants and subscribers represent that they have been authorized to grant and also thereby do grant authority for the MLS to include the property listing data in its copyrighted MLS compilation. By submitting any property listing data form to the MLS, participants and subscribers represent that they have been authorized to report information about the sales price and terms of a listing, have authority to grant and also thereby do grant authority for the MLS to include the sold information in its copyrighted MLS compilation.
8.5 Photographs on the MLS . By submitting photographs to the MLS which were taken by the participant and/or subscriber, the submitting participant and/or subscriber grants the MLS and the other participants and subscribers the right to reproduce and display the photographs in accordance with these Bylaws/MLS Rules and regulations.
8.6 Copyright Ownership . All right, title, and interest in each copy of every MLS compilation created and copyrighted by the MLS and in the copyrights therein, shall at all times remain vested in the MLS. The MLS shall have the right to license such compilations or portions thereof to any entity pursuant to terms agreed upon by the Board of Directors.
8.7 Leasing of MLS Compilations . Each participant shall be entitled to lease from the MLS the number of copies of each MLS compilation of active listing information sufficient to provide the participant and subscriber with one copy of such MLS compilation. Participants and subscribers shall acquire by such lease only the right to use the MLS compilations in accordance with these Bylaws/MLS Rules.
Section 9. Prohibitions and Requirements .
9.1 Notification of California Department of Real Estate (DRE) or California Office of Real Estate Appraisers (OREA) Action . Participants and subscribers are required to notify the MLS within twenty-four (24) hours of any final action taken by the DRE or the OREA against the participant, subscriber or any licensee affiliated with the participant or subscriber including, but not limited to any final decisions restricting, suspending, or revoking a real estate license or appraiser's certification or license of a participant, the participant's firm or corporation under which the participant or subscriber acts, or any licensee affiliated with the participant or the participant's firm, or licensee or appraiser who was affiliated with the participant or participant's firm at the time of the underlying act.
9.2 Violations of the Law . If a participant, subscriber, appraiser, or a licensee affiliated with a participant or subscriber commits a felony or a crime involving moral turpitude or violate the Real Estate Law or the laws relating to appraisers, the participant and subscriber shall be in violation of this section. However, a participant or subscriber shall not be found to have violated this section unless the participant, subscriber, appraiser, or salesperson licensed to the participant has been convicted adjudged, or otherwise recorded as guilty by a final judgment of any court of competent jurisdiction of (1) a felony, or (2) a crime involving moral turpitude, or (3) on a determination by any court of competent jurisdiction or official of the State Of California authorized to make the determination, that the participant or subscriber violated a provision of the California Real Estate Law or a Regulation of the Real Estate Commissioner or law relating to appraisers.
9.3 Supervision of Licensees and Appraisers. In addition to the notification requirements of Section 9.1, a participant may not allow any licensee under the participant's license whose license has been revoked, suspended, or restricted by the DRE to use the MLS in any manner while the DRE discipline is in effect, except that the licensee may use the MLS under a restricted license providing such use is consistent with and does not violate such license, restrictions.
9.4 Misuse of Remarks . Participants and subscribers may not use the remarks on a property data form, or listing submitted to the MLS, or input directly into the MLS database for purposes of disparaging other real estate agents or conveying information about other offices or for conveying any other information that does not directly relate to the marketing of the listing.
9.5 "For Sale" Signs . Only the "For Sale" signs of the listing broker may be placed on the property.
9.6 "Sold" Signs and Use of the Term "Sold .” Only broker participants or real estate subscribers who participated in the transaction as the listing broker or cooperating broker may claim to have "sold" the property. Prior to closing, a cooperating broker may post a sold" sign on a property only with the consent of the listing broker. This section does not, however, prohibit any broker from advertising the addresses and prices of the properties that have sold in a neighborhood after the information regarding the properties has been published as long as the advertisement does not imply the agent was involved in the transaction, unless such is the case, and as long as the advertisement otherwise presents a "true picture," as is meant under Article 12 of the N.A.R. Code of Ethics, its Standards of Practice and its Case Interpretations.
9.7 Use of Photographs .
The A.O.R. has established a policy that all listings that begin with the letter P must include at least one photograph of the property. The Photographs must be submitted within seven days from the date the property is listed with MLS. Photographs can be uploaded at www.________________.com. Instructions on how to upload photographs are available at _______________ website. Photographs can also be e-mailed to ________________ at ____________@___________.com. For A.O.R assistance uploading photographs, e-mail the photographs to ___________@cnar.org. A.O.R. charges a $5.00 per photo for this service.
The following restrictions apply to the photographs to be used
(a) There shall be no advertising or personal branding within the photograph;
(b) There shall be no animals or people within the photograph;
(c) There shall be no marketing flyers with company advertising within the photograph;
(d) There shall be no “photo captions” within the photograph identifying any persons.
9.8 Advertising of Listing Filed with the MLS . A listing shall not be advertised by any participant or subscriber, other than the listing broker, without the prior consent of the listing broker, except as provided in Article VII, Section 9.16 relating to display of listings on the internet.
9.9 Limitations on Use of Association or MLS Information in Advertising . Except as provided in Article VII, Sections 9.6, 9.8, 9.11, and 9.15, truthful use of information from the MLS compilation of current listing information, from the MLS's "statistical report," or from any "sold" or "comparable" report of the SOUTHWEST RIVERSIDE COUNTY ASSOCIATION OF REALTORS® or the MLS for public mass media advertising by an MLS participant or subscriber, or in other public representations for purposes of demonstrating market share is not prohibited. However, any print or non-print forms of advertising or other forms of public representations must clearly demonstrate the period of time over which such claims are based and must include the following, or substantially similar, notice:
"NOTE: Based on information from the Southwest Riverside County Association of REALTORS® or its Multiple Listing Service for the period of (date) through (date). Display of MLS data is deemed reliable, but is not guaranteed accurate by the MLS.@
9.10 False or Misleading Advertising and Representations . Participants and subscribers may not engage in false or misleading advertising including but not limited to advertisements or representations regarding the participant's or subscriber's relationship to the MLS, about the MLS itself, or about any property listed with the MLS.
9.11 Use of MLS Information . In recognition that the purpose of the MLS is to market properties and offer compensation to other broker participants and real estate subscribers for the sole purpose of selling the property, and that sellers of properties filed with the MLS have not given permission to disseminate the information for any other purpose, participants and subscribers are expressly prohibited from using MLS information for any purpose other than to market property to bonafide prospective purchasers or to support market evaluations or appraisals as specifically allowed by Article VII, Sections 9.14, 9.15, and 9.16. Any uses of MLS information inconsistent with these Sections is expressly prohibited. Nothing in this Section, however, shall limit the MLS from entering into licensing agreements with MLS participants and subscribers or other third parties for use of the MLS information.
9.12 Confidentiality of MLS Information . Any information provided by the MLS to the participants and subscribers shall be considered and treated as confidential by participants and subscribers and shall be for the exclusive use of the participants and subscribers for purposes described in Article I, Section 2, and Article VII, Sections 9.6, 9.11, 9.14, 9.15, and 9.16 and this section. Participants and subscribers shall at all times maintain control over and responsibility for each copy of any MLS compilation leased to them by the MLS and shall not distribute any such copies to persons other than participants and subscribers. Participants and subscribers are responsible for the security of their pass codes and shall not give or allow use of or make available their pass codes to any person. Participants and subscribers may reproduce or display the information as provided in these Bylaws/MLS Rules.
9.13 Access to Comparable and Statistical Information . Association of REALTOR® members who are actively engaged in real estate brokerage, management, mortgage financing, appraising, land development, or building, but who do not participate in the MLS, are nonetheless entitled to receive, by purchase or lease, all information other than current listing information that is generated wholly or in part by the MLS including "comparable" information, "sold" information, and statistical reports. This information is provided for the exclusive use of Association of REALTOR® members and individuals affiliated with Association of REALTOR® members who are also engaged in the real estate business and may not be transmitted, retransmitted or provided in any manner to any unauthorized individual, office or firm except as otherwise specified in these Bylaws/MLS Rules and regulations.
9.14 Display . Subject to Article VII, Sections 9.15 and 9.16, broker participants and real estate subscribers shall be permitted to display the MLS compilation in either electronic or printed format to specifically identified and bonafide prospective purchasers only in conjunction with their ordinary business activities of attempting to locate ready, willing, and able buyers for the properties described in said MLS compilation. Broker participants and real estate subscribers shall be permitted to display the MLS compilation in either electronic or printed format to specifically identified and bonafide sellers or prospective sellers only in conjunction with their ordinary business activities in listing properties. Appraiser participants and appraiser subscribers shall be permitted to display the MLS compilation to the person requesting the appraisal only in conjunction with their ordinary business activities of producing a written appraisal. Such displays under this section shall be only in the immediate presence of the MLS participant or subscriber.
9.15 Reproduction . "Reproduction" shall include, but not be limited to, making photocopies, computer printouts, electronic transfers (including email), or downloading of MLS data or compilations. Participants and subscribers or their affiliated licensees shall not reproduce any MLS compilation or any portion thereof except as provided in Article VII, Section 9.16 and in the following limited circumstances:
9.15.1 Copies to Prospective Purchasers . Broker participants and real estate subscribers may reproduce from the MLS compilation, and distribute to prospective real estate purchasers, copies of those portions of the MLS compilation consisting only of a description of the property, including the address, features, financing, and price.
9.15.2 Information Reproduced . Unless the participant or subscriber obtains prior written consent from the listing broker, the information reproduced pursuant to this section shall not include the following:
(a) Property owner's name, phone number, and address (if different than the listed property);
(b) Instructions or remarks intended for cooperating brokers, including but not limited to showing instructions or security references (ex: lockbox, burglar alarm or security system, vacancies) regarding the listed property:
(c) Type of listing;
(d) Compensation or bonuses offered to cooperating brokers;
(e) Other information that goes beyond a description of the property.
9.15.3 Copies for Appraisals . Participants and subscribers may reproduce from the MLS compilation, and attach to an appraisal as supporting documentation, copies of those portions of the MLS compilation consisting only of such information on properties necessary to support a written appraisal or estimate of value on a particular property.
9.15.4 Downloading into Computers . Participants and subscribers may download MLS information into a computer or computer system as long as:
(a) Access to the computer or computer system receiving the information is strictly limited to authorized participants and subscribers, as defined in these Bylaws/MLS Rules; and
(b) The information is only retransmitted to the participants and subscribers authorized to access the computer or computer system by these Bylaws/MLS Rules; and
(c) The information is not reformatted or used to create another product except as may be used by the participant or subscriber who downloaded the data and such use strictly complies with Article VII, Sections 9.6, 9.10, 9.14 and 9.15.
9.15.5 Sold Information . Individuals legitimately in possession of current listing information, "sold" information, "comparables," or statistical information may utilize such information to support an estimate of value on a particular property for a particular client. However, only such information that the MLS has deemed to be nonconfidential and necessary to support the estimate of value may be reproduced and attached to the report as supporting documentation. Any other use of such information is unauthorized and prohibited by these Bylaws/MLS Rules and regulations.
9.16 Use of Active Listing Information on Internet . [Also known as Internet Data Exchange ("IDX")]
(a) Subject to paragraphs (b) through (l) below, and notwithstanding anything in these Bylaws/MLS Rules and regulations to the contrary, participants and subscribers may display on their public websites aggregated MLS active listing information through either downloading and placing the data on the participant or subscriber's public access websites or by framing such information on the MLS or association public access website (if such a site is available).
(b) The listing brokers' consent for such Internet display is presumed, in satisfaction of Article VII, Section 9.8, unless a listing broker affirmatively notifies the MLS that the listing broker refuses to permit display on either on a blanket or on a listing-by-listing basis. Listing brokers that refuse to permit other MLS participants or subscribers to display their listing information on a blanket basis may not display MLS active listing information of other brokers' listings.
(c) Participants and subscribers shall not display confidential information fields, as determined by the MLS in the MLS's sole discretion, such as that information intended for cooperating brokers rather than consumers.
(d) All listings on a participant or subscriber's site displayed by framing or other electronic means, shall identify the name of the listing firm and the name of the listing agent in a manner designed to easily identify such listing firm or agent.
(e) Participants and subscribers shall not modify the information displayed pursuant to these Bylaws/MLS Rules.
(f) Information displayed shall indicate the source of the information being displayed and the most recent date updated. Participants and subscribers shall update all down loads and refresh all data at least once every seven (7) days.
(g) Sharing of the MLS compilation with any third party not authorized by the MLS is prohibited. Participants and subscribers shall indicate on their websites that the information being provided is for consumers' personal, non-commercial use and may not be used for any purpose other than to identify prospective properties consumers may be interested in purchasing.
(h) Participants' and subscribers' websites must protect MLS data from misappropriation by employing reasonable efforts to monitor for and prevent "scraping" and other unauthorized accessing, reproduction or use of the MLS database.
(i) Listings or property addresses of sellers who have directed their listing brokers to withhold their listing or their property address from display on the Internet (including, but not limited to, publicly-accessible websites or VOWs) shall not be accessible via IDX sites. This does not preclude listing participants or subscribers from displaying on their IDX sites or their other website(s) the listing or property address of consenting sellers.
(j) Not all listings from the MLS must be displayed as long as any exclusions from display on participants' and subscribers' IDX sites are based on objective criteria, e.g. type of property, listed price or geographical location.
(k) No portion of the MLS database shall be distributed, provided to or made accessible to any person except as provided for in these rules and/or in the National Association of REALTORS IDX policy.
(l) When displaying listing content, a participant's or subscriber's website must clearly identify the name of the brokerage firm under which they operate in a readily visible color and typeface.
9.16.1 Notification by Authorized Participants and Subscribers.
Participants and Subscribers partaking in the display of MLS active listing information of other brokers’ listings pursuant to Section 9.18 must notify the MLS before displaying said MLS active listing information and must make their website directly accessible to the MLS and other MLS participants for purposes of monitoring/ensuring compliance with applicable rules and policies .
9.17 Applicability of Bylaws/MLS Rules to MLS or Association . Nothing in these Bylaws/MLS Rules shall limit the right of the MLS to enter into licensing agreements with third parties for use of the MLS compilations or any portion thereof in accordance with terms approved by the Board of Directors.
9.18 Listing Broker's Right to Opt Out of Internet Advertising of MLS Information . If the MLS advertises MLS information on the Internet or licenses MLS information for advertising on the Internet, the listing broker shall have the right to opt out of such advertising in accordance with the MLS's procedures for opting out. The listing broker also shall have the right to refuse to have listings displayed on a blanket basis or on a listing-by-listing basis in accordance with Article VII, Section 9.16 by affirmatively notifying the MLS in accordance with the MLS procedures for opting out. Notwithstanding anything in these Bylaws/MLS Rules and regulations to the contrary, the MLS reserves the right to determine whether to provide Internet advertising services and whether such services are to be made available to non-Association of REALTOR® Members.
Section 10. Standards of Conduct
10.1 Participants and subscribers shall not solicit a listing on property filed with the MLS unless such solicitation is consistent with Article 16 of the N.A.R. Code of Ethics, its Standards of Practice and its Case Interpretations. The purpose of this section is to encourage sellers to permit their properties to be filed with the MLS by protecting them from being solicited through unwanted phone calls, visits, and communications prior to expiration of the listing by brokers and salespersons seeking the listing upon its expiration. This section is also intended to encourage brokers to participate in the MLS by assuring them that other participants and subscribers will not attempt to persuade the seller to breach the listing agreement or to interfere with the listing broker's attempts to market the property. This section does not preclude solicitation of listings under circumstances otherwise permitted under Article 16 of the N.A.R. Code of Ethics, its Standards of Practice and its Case Interpretations.
10.2 MLS Participants shall not engage in any practice or take any action inconsistent with exclusive representation or exclusive brokerage relationship agreements that other MLS Participants have with clients. (Amended 1/04)
10.3 MLS Participants acting as subagents or as buyer/tenant representatives or brokers shall not attempt to extend a listing broker’s offer of cooperation and/or compensation to other brokers without the consent of the listing broker. (Amended 1/04)
10.4 The fact that a prospect has retained an MLS Participant as an exclusive representative or exclusive broker in one or more past transactions does not preclude other MLS Participants from seeking such prospect’s future business. (Amended 1/04)
10.5 MLS Participants are not precluded from making general announcements to prospects describing their services and the terms of their availability even though some recipients may have entered into agency agreements or other exclusive relationships with another MLS Participant. A general telephone canvass, general mailing, or distribution addressed to all prospects in a given geographical area or in a given profession, business, club, or organization, or other classification or group is deemed “general” for purposes of this rule. (Amended 1/04)
The following types of solicitations are prohibited:
Telephone or personal solicitations of property owners who have been identified by a real estate sign, multiple listing compilation, or other information service as having exclusively listed their property with another MLS Participant; and mail or other forms of written solicitations of prospects whose properties are exclusively listed with another MLS Participant when such solicitations are not part of a general mailing but are directed specifically to property owners identified through compilations of current listings, “for sale” or “for rent” signs, or other sources of information intended to foster cooperation with MLS Participants. (Amended 1/04)
10.6 MLS Participants, prior to entering into a representation agreement, have an affirmative obligation to make reasonable efforts to determine whether the prospect is subject to a current, valid exclusive agreement to provide the same type of real estate service. (Amended 1/04)
10.7 MLS Participants, acting as buyer or tenant representatives or brokers, shall disclose that relationship to the seller/landlord’s representative or broker at first contact and shall provide written confirmation of that disclosure to the seller/landlord’s representative or broker not later than execution of a purchase agreement or lease. (Amended 1/04)
10.8 On unlisted property, MLS Participants acting as buyer/tenant representatives or brokers shall disclose that relationship to the seller/landlord at first contact for that buyer/tenant and shall provide written confirmation of such disclosure to the seller/landlord not later than execution of any purchase or lease agreement. (Amended 1/04)
MLS Participants shall make any request for anticipated compensation from the seller/landlord at first contact.
10.9 MLS Participants, acting as representatives or brokers of sellers/landlords or as subagents of listing brokers, shall disclose that relationship to buyers/tenants as soon as practicable, and shall provide written confirmation of such disclosure to buyers/tenants not later than execution of any purchase or lease agreement. (Amended 1/04)
10.10 MLS Participants are not precluded from contacting the client of another broker for the purpose of offering to provide, or entering into a contract to provide, a different type of real estate service unrelated to the type of service currently being provided (e.g., property management as opposed to brokerage) or from offering the same type of service for property not subject to other brokers’ exclusive agreements. However, information received through a Multiple Listing Service or any other offer of cooperation may not be used to target clients of other MLS Participants to whom such offers to provide services may be made. (Amended 1/04)
10.11 MLS Participants, acting as subagents or buyer/tenant representatives or brokers, shall not use the terms of an offer to purchase/lease to attempt to modify the listing broker’s offer of compensation to subagents or buyer/tenant representatives or brokers, or make the submission of an executed offer to purchase/lease contingent on the listing broker’s agreement to modify the offer of compensation. (Amended 1/04)
10.12 All dealings concerning property exclusively listed or with buyer/tenants who are subject to an exclusive agreement shall be carried on with the client’s representative or broker, and not with the client, except with the consent of the client’s representative or broker or except where such dealings are initiated by the client. (Amended 1/04)
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