2005 CTMLS Meeting Notes

December 19, 2005 Board of Directors Meeting Summary

Representatives from the Consolidated Multiple Listing Service presented and the Board responded to the following questions:
  1. Which Connecticut Multiple Listing Service directors personally use the computer services of any Connecticut MLS on a daily basis, and which MLS(s) do they use?
    A majority of those Directors present indicated that they did.
  2. Was the CMLS' letter of December 17, 2004 to Robert Kennedy ever discussed by CTMLS directors at a director's meeting? if so, what was the response?
    The President only received the letter a few weeks ago. A response will be made soon.
  3. As you consider starting operations with approximately $35,000, how are you going to afford salaries, software, equipment and other startup and operational expenses?
    We expect to have over $100,000 available by the first of the year. Additional sources of startup funds, other than the $500 donations from Connecticut Designated REALTORS®
  4. Have the statewide directors ever analyzed combining all of the resources (financial, systems, personnel and office space) of all of the Connecticut MLSs to create an efficient, manageable and user-friendly service for all statewide members? It is an option that the Board is willing to consider.
  5. Is there any concern that allowing just 21% (4) of the CTMLS directors to veto any change to the bylaws or Certificate of Incorporation a little too restrictive?
    The Board increased the work group's proposal of 75% of all Directors to vote on a Bylaw or Articles of Incorporation change because changes to these basic documents could fundamentally alter to corporation. The requirement for a user to be a REALTOR® and the one Participant one vote concept are just two examples.
  6. Have the statewide directors developed a detailed chronological business implementation plan?
    The Board has a goal of having a business plan in place by the end of January, 2006.
  7. How do you plan to provide our members a level of service that will emulate and possibly exceed the values they get from the CMLS?
    That will be part of the business plan.
  8. What technical support services do you intend to provide, how will they be provided and by whom?
    No specfic decisions have been made regarding technical support. The Board has the goal of creating a statewide MLS that provides the services that all Connecticut MLS users currently have and more.
  9. How will listing data accuracy be monitored?
    That will be part of the business plan.
  10. What plans have been developed for managing data security issues?
    Excellent data protection is very costly. This is one of the many values of creating the statewide MLS since the large number of users can easily absorb the cost of good data protection technology. It will be addressed in our contract with the MLS vendor. This currently cannot be accomplished by the MLSs that currently exist due to their small size.
  11. Why are there no plans for consolidation of lockbox systems into a single system?
    Expiration dates for Association contracts with Supra range from now to 2012.
  12. We have observed that we have not received much respect from other Connecticut MLS services including the Connecticut MLS. Why is this?
    The members of the Board of Directors certainly have a great deal of respect for CMLS.
  13. The CMLS has been a successful business enterprise for ten years. Why are the state directors not coming to us for more information than they have?
    That is why we are here today.
Action items included: The next meeting will be on January 6, 2006 at 9:30 A.M. at the Greater Bridgeport Board of REALTORS®, 961 Huntington Turnpike, Bridgeport, CT.

December 2, 2005 Board of Directors Meeting Summary

The meeting was held at the Greater Hartford Association of REALTORS® office in West Hartford. Representatives from the Greater Hartford Association of REALTORS® asked and the Board responded to the following questions, among others. A brief summary of each response is provided in italics.
  1. Has the Board adopted a business plan?

    The Board has not yet adopted a formal plan. Several subcommittees have been appointed and are all working on their tasks at the same time. These include the Facilities Committee, the CEO Search Committee, the Rules & Regulations Committee, theInterealty Committee, and the Communication Committee.

  2. Have there been any significant changes to the work group proposal?

    The only significant change is the increase from 75 percent to 80 percent to make any changes to the Bylaws or Articles of Incorporation. 80 percent (13 of 16) of all Directors, not just those present, need to vote approve any change.

  3. How much working capital has been raised through donations?

    $34,000.

  4. Have we begun to search for a CEO?

    Not yet.

  5. Will the lack of participation from New Canaan, Darien and Greenwich hurt the effort to create a statewide MLS?

    No. The original proposal of the work group assumed that New Canaan, Darien and Greenwich would not participate. The members of those MLSs, however, can still join the statewide MLS.

  6. Will the ethics and arbitration procedures change?

    No. Boards and Associations will continue to administer the Professional Standards process. They do that now.

  7. Why will data protection be better with a statewide MLS?

    Excellent data protection is very costly. This is one of the many values of creating the statewide MLS since the large number of users can easily absorb the cost of good data protection technology. This currently cannot be accomplished by the MLSs that currently exist due to their small size.

  8. Is March, 2006 still the target date for the launch of the statewide MLS? Yes.
There were no action items voted on at the Board of Directors meeting.

November 18, 2005 Board of Directors Meeting Summary

The meeting was held at the Greater Waterbury Board of REALTORS® office in Waterbury. Representatives from the Board asked and the Board of Directors responded to the following questions. A brief summary of each response is provided in italics.
  1. Please share your reasons for opposing a NAR supported Association-owned Statewide MLS.

    It is not a matter of either supporting or opposing the Association owned concept. The Board of Directors is implementing the work group proposal that was developed with input from focus groups around the state.

  2. What is the advantage for a Statewide MLS to be unaffiliated with the National Association of REALTORS®?

    The Board believes that there is no particular advantage, nor is there a disadvatage to being unaffiliated with NAR. The MLS will be indirectly affiliated with NAR since REALTOR® membership is required to join the MLS.

  3. What are the specific advantages of being Participant controlled? How do we convince our members that it is in their best interest?

    Most MLSs in Connecticut are already controlled by the Participants. The exception are those MLSs that are a committee of the Association.

  4. How will the new entity monitor and control the REALTOR® membership requirement?

    The REALTOR® membership requirement will be monitored through the Association Service Centers. Application for membership will be processed by the Service Centers who know who their REALTOR® members are. At least initially, service centers will be created using Associations that currently have an MLS or are service centers for CMLS. While this covers most of the state, there will be members who are members of an Association that will not have a service center. These members will have to provide a letter of good standing from their association.

  5. What if there is a challenge to the REALTOR® requirement? What would be your response to such a challenge? NAR and local Associations successfully defend these challenges across the country all the time because it is a "service of the REALTOR® Association". Without any Association involvement, what basis do you have to enforce your mandate?

    Court decisions in the past have held that REALTOR® membership is a "reasonable requirement for membership in the MLS. There are currently at least three cases pending that involve Associations in Northern Kentucky, Washington, and Wisconsin that NAR is currently monitoring. As Laurie Janik stated at CAR Leadership Day, from a legal challenge point of view, there is no difference between an Association owned MLS and a non-Association owned MLS, provided that their Bylaws and Rules and Regulations are the same. CTMLS plans to conform to NAR policy.

  6. Under your current governance, how can the Participants be assured that governance or policy changes will not be made by a future BOD that will not be in their best interest: They only get to vote on the election of the BOD, correct?

    It is correct that Participants only get to vote for the Board of Directors. Any changes to the Bylaws or Articles of Incorporation , however, require 80 percent (13 of 16) of all Directors, not just those present, to approve the change. As you know we have instituted the Question and Answer period at every Board meeting as well as provided a feedback form on the web site. These were specifically instituted to respond to member's concerns now and in the future. Keep in mind that all of the Directors are elected to represent all of the members. This process is no different that the way the current Association owned MLSs operate.

  7. Will this entity support a suspension or termination issued to a Participant or Subscriber who is suspended or terminated for nonpayment of an Association fee or as a result of a sanction for a violation of the Code of Ethics? How do you anticipate that working?

    The Bylaws require that the Particpant or Subscriber be a REALTOR® member in good standing. If the MLS is notified that a member has been suspended or terminated, MLS service would be suspended until they were returned to "good standing" status.

  8. Will the new entity provide local Associations with E&O Insurance to replace the loss or limitation of coverage under the NAR policy?

    There is no need to the new MLS to do this. Associations will continue to have the same coverage they have now from NAR.

  9. How is the funding going so far? What size budget do you anticipate? Do you have a business plan to share yet? How can we convince our members that an Independent Statewide MLS will be cost effective to them when there will be so much duplication of operational expenses as a result (i.e. staffing, facilities, insurance coverage, legal fees, etc.)

    The work group developed a budget that assumes monthly costs of $26 to $28 per member per month. Using the $26 amount and 14,000 users, the annual operating budget would be in excess of $4.3 million. The following limiting provision in the bylaws ensures that members will not be overcharged:

    "The Corporation may accumulate funds in reserve as the Board of Directors may deem necessary, provided however, that such reserves do not exceed one year's operating expenses."

    Whether or not there will be duplication of operational expenses is really up to the local Associations, not the MLS.

  10. What can a SW Independent MLS do that a SW Association MLS cannot do in the area of data protection?

    Excellent data protection is very costly. This is one of the many values of creating the statewide MLS since the large number of users can easily absorb the cost of good data protection technology. This currently cannot be accomplished by the MLSs that currently exist due to their small size.

  11. What happens to the assets of the entity in the event of dissolution?

    The assets would be distributed to the Particpants.

Action items included:

November 4, 2005 Board of Directors Meeting Summary

The meeting was held at the Litchfield County Board of REALTORS® office in Torrington. Representatives from the Board asked and the Board of Directors responded to the following questions. A brief summary of each response is provided in italics.
  1. Is the Board of the Statewide MLS receptive to change the initial ideas it had concerning ownership and control to be able to access NAR's liability insurance and its experience and litigation team concerning MLS and realtor-related issues?

    While NAR provides insurance coverage for associations, they do not provide the litigation team if an Association is sued. The insurance covers the cost, after the deductible, of the attorney(s) that the Asssociation hires to defend the Association. The only difference, then, is who pays the insurance. The approved Bylaws and the proposed Rules and Regulations that will be acted on soon, are taken from the NAR models. As an all REALTOR® MLS we will continue to have access to all of the policies that NAR adopts.

  2. Before implementing its ideas of ownership and control that the Statewide MLS believes would have the support of NAR's liability insurance and its litigation back-up, is it agreeable to seek and receive an opinion letter from NAR concerning coverage BEFORE voting on its ownership and control ideas?

    It is our understanding that we will not be eligible for NAR coverage. The cost to purchase this insurnance is very modest - in the several thousand dollar range.

  3. What assurances can Statewide MLS give that the interests of small firms, which are larger in quantity but smaller in power, will be represented equally in the power and votes of the new Statewide MLS? All Participants have one vote. The Designated REALTOR® of a 1,000 member firm has one vote as does the DR of a one person office. The Board of Directors is structured to provide equal representation for all firm sizes. From a user point of view, small firms probably have more power, since they represent one-third of the board, but make up a samller percentage of the total membership.

  4. What contact has there been with the Attorney General's office concerning their investigation into a statewide MLS? We have not been contacted by the Attorney General's office.

  5. Are you looking for a new vendor or are you going to use Interealty?

    We have not signed a contract with any MLS vendor. For the board to indicate which vendor it would like to work with now would weaken the Board's negotiating position. It is clear, however, that Interealty would be an excellent choice, since have of the REALTORS® use their product now.

  6. What do you think the advantages of being broker-owned?

    The statewide MLS is not broker owned. It is broker controlled. Every Participant has one vote, regardless of the number of agents in the firm. All the Participants elect the Board of Directors that is composed of 5 brokers from large firms, 5 from medium size firms, 5 from small firms, one agent, and one non-voting Association Executive. The entity is a non-stock corporation, so there is no "ownership." The only way anyone would benefit is if the corporation ceased to exist. If that occured, the assets would be distributed to the Participants.

  7. Given their history of mutual cooperation, are you receptive to meeting with the Coop and get their input/ideas/thoughts/concerns?

    Definately.

  8. How is the funding for your project going?

    Designated REALTORS® have contributed over $30,000.

  9. When are the Rules and Regulations and By-Laws going to be final and effective and when is the "final" draft available for viewing?

    The Articles of Incorporation and the Bylaws have already been adopted. You can link to them on the top right hand corner of this page. The Rules and Regulations subcommittee will be presenting the Rules and Regulations to the Board soon.

  10. What will be the policy of selling information to third-party vendors?

    One of the biggest concerns that the Board of Directors has is protecting your data. Selling information to third parties is contrary to that concern.

  11. Are you going to continue working with Realtor.com for the members?

    Absolutely. One advantage of having a 14,000 member MLS will be that we'll be in a much stronger position to negotiate lower fees for our members who have chosen to enhance their listings on realtor.com. You don't have that advantage now.

  12. What are the negative comments that you have been asked and actually addressed?

    The broker owned myth seems to be prevalent across the state. It is, as explained above, absolutely not true.

    Action items included:

    • to, at least initially, adopt the work group proposal regarding creating services centers only with Associations that have MLSs and with the existing CMLS service centers.
    • the election of John Zubretsky of Century 21 Access America, Wethersfield, CT as a large firm Director.
    • the election of David Nyman of David Nyman, REALTORS®, Southbury, CT as a mid-size firm Director
    • authorizing the President to purchase up to $10,000,000 of liability and D&O insurance from an A rated company with up to a $5,000 deductible.

    October 21, 2005 Board of Directors Meeting Summary

    The CTMLS Board of Directors met at the Greater New Haven Association of REALTORS® offices in North Haven on October 21.

    The meeting began with a discussion with representatives from the Greater New Haven Association and their Association Executive .

    Topics covered included

    • Clarification that the new statewide MLS is not a broker owned entity, but that it is a broker controlled entity. Every Participant has one vote, regardless of the number of agents in the firm. All the Participants elect the Board of Directors that is composed of 5 brokers from large firms, 5 from medium size firms, 5 from small firms, one agent, and one non-voting Association Executive. Consequently, no one broker or group of brokers can control the MLS. The Directors elected must attend Board meetings in person and cannot send a representative from the firm.
    • Checks and balances that are built in to the Articles of Incorporation and Bylaws. 80% of all voting Directors (not of just those present) must approve any change to either document.
    • The economies of scale that having a 16,000 member MLS will provide include lower fees, the ability to better protect the data, one set of rules and regulations and the need to join just one rather than two or more MLSs to conduct business.
    • The continuing role that realtor.com will play.
    • Data ownership will remain with the listing broker.
    • The lack of the "NAR umbrella." Separate insurance coverage will be purchased by the MLS. By conforming the Bylaws and Rules & Regulations to what NAR recommends will provide the new statewide MLS with essentially the same protection that Association MLS's have now.

    There were no action items to approve.

    October 7, 2005 Board of Directors Meeting Summary

    The CTMLS Board of Directors met at the Midd-Shore Association of REALTORS® offices in Old Saybrook on October 7.

    The meeting began with a discussion with representatives from the Midd-Shore MLS Board of Directors and their Association Executive who expressed some concerns regarding the request for $500 donations. Board members explained that the contribution was an investment in the future and that while there was some risk involved in making the contribution, the Board was closely following the proposal that was adopted by most of the MLSs in Connecticut. The Board will continue to work with Interealty as the vendor and still expects to launch the system during the first quarter of 2006. The Board's goal is to produce a quality MLS that provides all services and MLS features that are currently available statewide.The Board agreed with the Midd-Shore representatives that a marketing piece explaining the advantages of the statewide MLS should be created and distributed to all Designated REALTORS®.

    Action items included:

    • acceptance of the resignations of Gardner Graves and William Raveis. Any medium size firm DR or a top 10 DR who may be interested in serving on the Board should contact Jerry Alaimo by email at Jerry@ctmove.com
    • In an effort to speed the creation of the MLS, the Board decided that much of the work could be completed between Director's meetings by committee. Jerry Alaimo made the following committee appointments:

      Facilities Committee
         Steven Calcagni, Chair
         Diana McDougall
         Kanayo Rupwani

      CEO Search Committee
         Jerry Alaimo, Chair
         John Bolduc
         Peter Helie

      Rules & Regulations Committee
         David Jones, Chair
         Annesa Borla
         Paul Breunich

      Interealty Committee
         Norm Krayem, Chair
         Brendan Grady
         Vickie Kelley

      Communication Committee
         Jeffrey Wright, Chair
         Wayne Beach
         Mary Ann Hebert

    September 16, 2005 Board of Directors Meeting Summary

    THE CTMLS Board of Directors met at the Eastern Connecticut Association of REALTORS® offices in Norwich on September 16.

    Action items included:

    • Jerry Alaimo's appointment of Brendan Grady as chairman of the Vendor Selection Committee. Although the Work Group had selected Interealty as the probable vendor, the Board wants to ensure that Participants and Subscribers will get the best services at the best price.
    • inviting the local Association Executives to make a 10 minute presentation at the beginning of Board of Directors meetings and to allow 20 minutes following the AE presentation for local members to make statements and ask questions.
    • adding a suggestions/comments input feature to the web site.
    • approval of an MLS questionnaire that will be sent to local AEs prior to the Board meeting at their association. approval of a Questions & Answers document that will accompany the donation request letter.
    The Board began the review of the Rules & Regulations and has completed Sections 1 through 4 subject to further review.

    September 2, 2005 Board of Directors Meeting Summary

    THE CTMLS Board of Directors met at the CMLS offices in Norwalk on September 2.

    Action items included:

    • Authorizing the President to sign a letter of engagement for legal services with Goldman, Gruder and Woods, LLC.
    • Approving a motion that will CTMLS to accept prepayment of fees for any specified participant, including fees for subscribers affiliated with that participant, from any individual, firm, Association or corporation.
    • Approving a motion to send a donation request letter by email and regular mail to request that Designated REALTORS® donate $500 for startup funds and that the letter be accompanied by a Question & Answer sheet.
    There was considerable discussion regarding CMLS as a startup funding source.

    The Board also decided to conduct its meetings at various locations around the state. Future meetings will be held at the Eastern Connecticut Association of REALTORS® on September 16, the Midd-Shore Association of REALTORS® on October 7, the New Haven Association of REALTORS® on October 21, the Litchfield Association of REALTORS® on November 4, the Waterbury Association of REALTORS® on November 18, and the Greater Hartford Association of REALTORS® on December 2.

    HISTORY OF THE FORMATION OF THE CONNECTICUT STATEWIDE MLS
    THROUGH 8/22/05

    Shortly after the election of the first Connecticut MLS Board of Directors the Board met on June 21 to conduct an organizational meeting. Jerry Alaimo of Century 21 Alaimo & Corrado in Enfield was elected President, David Jones of David Jones Real Estate in Guilford was elected Vice President, and Gardner Graves of Realty Works LLC in Canton was elected Treasurer. The Secretary position was not filled. Peter Guille has resigned as a Director due to the merger of Pequot Properties and Prudential Connecticut. This left one vacancy on the board in the mid size firm range since the elimination of Pequot from the large broker category moved Steven Calcagni to the large broker group. The Directors agreed to ask mid size firm DRs to resubmit interest forms before the next meeting on July 21.

    The Board also voted to create the non stock corporation, Connecticut MLS, Inc. by adopting the Articles of Incorporation. The percentage of Directors required to change the Articles of Incorporation was increased from 75% to 80%, making it necessary for 13 of the 16 voting Directors to approve any change.

    A subcommittee was established to develop a business plan and report back at the next meeting.

    At the second meeting on July 21 Diana S. McDougall of Realty 3 Carroll & Agostini in Southington (mid-size firm) was elected to fill the vacancy created by Peter Guille's resignation and was also elected Secretary of the Corporation. The business plan timeline established by the subcommittee anticipates an early 2006 launch of the statewide MLS.

    The cash flow projections from the work group's proposal reflects an immediate positive cash flow once operational, but recognizing that startup costs need to be funded, the Board also voted to request that Designated REALTORS® contribute $1,000 as seed money for the corporation to be applied against future fees and to approach the proposed vendor, Interealty, to assist in funding the startup. A subcommittee was established to meet with Interealty in August.

    The Bylaws were approved with minor changes made from those proposed by the Work Group. Changes included:

    1. Adding an Article 1 titled Purpose that is the same text as Section 1.4 of the proposed Rules and Regulations
    2. Modifying the Subscriber Director position on the Board of Directors to allow that person to hold a broker's license.
    3. Director approval will be required for Presidential appointments to the Board to fill vacancies.
    4. A cause for removal from the Board was added - missing of three unexcused consecutive meetings.
    5. Committee members will be appointed by the Chair.
    6. The fiscal year will be the calendar year.
    7. Amendments to the Bylaws will require approval of 80% of all of the Directors (not 75% as originally proposed)
    At the third Board meeting on August 16 the Interrealty subcommittee reported that limited funding may be available from Interrealty. Part of their commitment will be to fund a consultant that will assist the Board to speed up the process. Other actions included hiring the Eastern Connecticut Association of REALTORS® to provide administrative support, registering the domain name of ctstatewidemls.com for future use, and setting an accelerated meeting schedule to meet the goal of launching the statewide MLS in early 2006. The Board will be meeting on the first and third Fridays of the month at various locations around the state.

    As you can see from this brief history, the Board of Directors is committed to providing you with a statewide multiple listing service as originally proposed, with improvements. Because an early 2006 launch is necessary to avoid a launch during the busy spring market, the Board is also committed to adhering to its time schedule. Much, however, needs to be done. An office location needs to be acquired and outfitted, a Chief Executive Officer and staff needs to be hired, the system needs to be designed, and much more.

     

     

     

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