This PLAN OF MERGER (the “Plan”) is by and between the REALTORS® ASSOCIATION OF THE PALM BEACHES, Inc. (“RAPB”), a Florida not-for-profit corporation, Beaches MLS, Inc. a Florida corporation (“Beaches”) which is a wholly-owned subsidiary of RAPB, the REALTOR ASSOCIATION OF GREATER FORT LAUDERDALE, INC., a Florida not-for-profit corporation (“GFLR” or the “Parent Corporation”) and a not-for-profit corporation to be formed as a wholly-owned subsidiary of GFLR (“Merger Sub”). GFLR and RAPB are also referred to herein as the “Associations” and each, an “Association”).
WHEREAS, RAPB is a Florida not-for-profit corporation qualifying under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (“Code”), organized and operated to provide professional services to its members in all matters pertaining to real estate, to promote the interests of the real estate industry and real estate professionals, and to promote the standards of conduct of the National Association of Realtors® (“NAR”); and
WHEREAS, GFLR is a Florida not-for-profit corporation qualifying under Section 501(c)(6) of the Code, organized and operated to provide professional services to its members in all matters pertaining to real estate, to promote the interests real estate industry and real estate professionals, and to promote the standards of conduct of NAR; and
WHEREAS, the Board of Directors of RAPB and the Board of Directors of GFLR have determined that it is in the best business interests of RAPB and GFLR, respectively, and their respective members, and that the purposes and missions of both RAPB and GFLR can be accomplished more efficiently and more effectively, if the businesses of each of RAPB and GFLR are combined into and operated from one corporation; and
WHEREAS, in furtherance of such combination, the Boards of Directors of GFLR and RAPB have each adopted this Plan and approved the merger of Merger Sub into RAPB in accordance with the terms and conditions set forth herein and in accordance with Chapter 617, Florida Statutes (“Merger”), with RAPB being the surviving subsidiary corporation (“Surviving Subsidiary”); and
WHEREAS, as a result of the Merger, (i) the Surviving Subsidiary will be a wholly-owned subsidiary of the Parent Corporation (ii) the membership of RAPB immediately prior to the consummation of the Merger shall receive memberships in the Parent Corporation (iii) Beaches will be a wholly-owned subsidiary of the Surviving Subsidiary.
WHEREAS, the Parent Corporation will continue to be organized and operated to provide professional services to its members in all matters pertaining to real estate, promote the interests of the real estate industry and real estate professionals, and to promote the standards of conduct of NAR, with an increased membership within the combined geographical areas of RAPB and GFLR.
NOW, THEREFORE, in consideration of the mutual covenants and subject to the terms and conditions set forth below, the parties hereto agree as follows:
MERGER: At the Effective Date (as defined below), Merger Sub shall be merged with and into RAPB, whereupon the separate existence of Merger Sub as a separate corporation will cease and RAPB will be the Surviving Subsidiary. RAPB will continue its existence as a subsidiary of the Parent Corporation under such name as mutually agreed upon. As soon as practicable after satisfaction or waiver of the conditions to obligations of the parties to consummate the Merger, including the approval by the members of RAPB, GFLR and by NAR, each of Merger Sub and RAPB shall file articles of merger (“Articles of Merger”) in accordance with Chapter 617, Florida Statutes, and make all other filings or recordings and take all other action required by applicable law and this Plan in connection with the Merger. Beaches will initially remain as a wholly-owned subsidiary of the Surviving Subsidiary.
APPROVALS. The Plan has been duly approved and adopted by the Boards of Directors of the RAPB and GFLR and will be submitted to the membership of RAPB and GFLR for their approval and adoption at a date to be determined. No further member action will be required with respect to any future corporate action involving the Surviving Subsidiary or Beaches, as both will thereafter be and function as a wholly-owned subsidiaries following the merger and neither will have any members.
DUE DILIGENCE REVIEWS: It is contemplated that due diligence and document preparation shall have been accomplished and satisfied within 30 days of membership approval of the Plan or as soon thereafter as is reasonably practicable. On such date, each Association shall sign a Merger Agreement outlining the terms and conditions of the Merger.
CLOSING; EFFECTIVE DATE: The Merger shall be effective at such time as the Articles of Merger are duly filed in accordance with Chapter 617, Florida Statutes, or such later time as is specified in the Articles of Merger (“Effective Date”).
NAME; FISCAL YEAR: Subject to NAR approval, it is intended that as soon as is administratively possible (concurrently with or following the Effective Date), the Parent Corporation’s name will be changed to “Realtors®, of the Palm Beaches and Greater Fort Lauderdale, Inc.” (hereinafter referred to as the “Surviving Association”). The fiscal year of the Surviving Association will continue to be a September 30 year end.
ARTICLES OF INCORPORATION AND BYLAWS: The Articles of Incorporation and the Bylaws of the Surviving Association shall be amended as of the Effective Date to restate the territorial jurisdiction of the Surviving Association as a member of NAR, along with any other changes deemed advisable for the combination of the Associations.
MEMBERSHIP: As of the Effective Date, all of the active members in good standing of RAPB shall become members of the Surviving Association by virtue of the Merger and without any action on the part of the members thereof and at the same membership classification that they currently hold. All members of GFLR shall remain as members of the Surviving Association and at the same membership classification that they currently hold.
GOVERNING BOARDS: Prior to the Effective Date, the officers and directors of the respective parties shall continue to serve in their respective capacities. As of the Effective Date, the officers and directors of the Surviving Association shall be as set forth on Exhibit A to this Plan.
COVENANTS: Subsequent to the approval and execution of this Plan by the Associations and until and including the Effective Date, GFLR and RAPB agree that:
(a) The business of the Associations will be conducted in the ordinary and usual course;
(b) The Associations shall not: (i) amend their Articles of Incorporation; or (ii) change, combine or reclassify the memberships of members of their respective Association inconsistent with its Bylaws in existence at the time of signing this Plan.
(c) No party to this Plan shall: declare, set aside or make undisclosed distribution of any property without first disclosing such action to the other party and unless agreed to by the parties in writing.
(d) Each party shall use its best efforts to preserve intact the business organization (to keep available the services of its current officers and key employees), and to preserve the goodwill of those having business relationships with them.
(e) Each party agrees to promptly notify the other party at any time prior to the Effective Date a representation or warranty, if any, provided to the other party in writing becomes materially inaccurate or no longer true.
ABANDONMENT OF MERGER: This Plan may be terminated and the Merger abandoned at any time before the Effective Date upon the majority vote of the Board of Directors of either Association.
COSTS AND EXPENSES: Each Association shall bear its own costs and expenses (including accounting, legal and other professional fees and expenses) incurred in connection with this Plan and the transactions contemplated hereby.
GOVERNANCE & LEADERSHIP
2017 will be a 14 Member BOD (RAPB’s and GFLR’s respective Executive Committees shall become the new BOD of the Surviving Association.)
President, John Slivon
President Elect, Ron Lennen
First Vice President, Jeff Levine
First Vice President, Bonnie Metviner
Treasurer, Jarrod Lowe
Secretary, Robert Russotto
Past President, Judy Ramella
Past President, Howard Elfman
Eastern Broward Regional Vice President, Richard Masterson, Jr.
Western Broward Regional Vice President, Ronald Cika
Southern PBC Regional Vice President, Ben Schachter
Northern PBC Regional Vice President, Carlos Melendez
Treasure Coast Regional Vice President, Patty Renna
2017 Executive Officers:
President, John Slivon
President Elect, Ron Lennen
First Vice President, Jeff Levine
First Vice President, Bonnie Metviner
Treasurer, Jarrod Lowe
Secretary, Robert Russet
CEO, Dionna Hall
Past President, Judy Ramella
Past President, Howard Elfman
A. The 2017 President Elect, Ron Lennen will be the 2018 President.
B. The 2017 President, John Slivon will become the 2018 Past President.
C. There will be two First Vice Presidents only in the 2017 stub year. Starting in 2018 and going forward, there will be one First Vice President.
D. A secretary will exist in the 2017 stub year. Starting in 2018 and going forward, there will no longer be a secretary.
E. There will be 15 BOD members in 2018.
F. 2018 Open Executive positions are as follows:
i. President Elect
ii. First Vice President
G. 2018 Open BOD Positions are as follows:
i. All Regional Vice President Positions (5 in total)
ii. 5 BOD Positions
H. In 2018, Regional Vice Presidents, open Executive positions and BOD seats will go through the Nomination process.
The 2017 Nominating Committee will be made up of the President, President Elect and 5 Past Presidents from each Association, GFLR & RAPB for the stub year only. Nominating Committee members cannot run for an open position on the BOD. They may sit on the BOD if they are fulfilling an existing term. The Chair will be a voting member of Nominating.
The members of the Surviving Subsidiary BOD will be selected by the BOD of the Surviving Association.
2018 & Beyond Nominating, Election of Officers and Directors.
Before the Annual Meeting, a Nominating Committee of up to Nine (9) REALTOR® Members shall be approved by the Board of Directors. The President and President Elect shall automatically be members of the committee and the President shall appoint the additional seven (7) members with at least three of the appointed members being Past Presidents of the Board. The current President shall be the chairman and voting member of the Nominating Committee. The Nominating Committee shall nominate at least one candidate for each officer position, except for the office of President, and at least one candidate for each Director position to be filled on the Board of Directors. The President-elect of the Board, by virtue of position and title, does not stand for nomination and shall automatically serve as President for the following year.
2018, Regional Vice Presidents, open Executive positions and BOD seats will go through the Nomination process (The Past President & President do not stand for election)
I. Executive members and Regional Vice Presidents will serve 1 year terms.
J. In 2018, BOD members that are not Executive or Regional VP’s will be assigned 1 or 2 year terms randomly.
K. In 2019, BOD members that are not Executive or Regional VP’s will be assigned 2 year staggered terms unless a vacancy arises and then a BOD member will be assigned to fulfill that 1 year term.
L. Regional Boards
i. Regional Vice Presidents & Boards: The role of the Regional Board is to coordinate the region, be responsible for maintaining a local identity within the community and serve as an advocate on behalf of the Regional Board to the Board of Directors.
ii. Five Regional Boards will be formed: Eastern Broward, Western Broward, Southern PBC, Northern PBC and the Treasure Coast.
iii. Regional Vice Presidents will report to the First Vice President. In the 2017 ‘Stub Year’, Regional Vice Presidents will report to both First Vice Presidents.
iv. 2017 BOD members from RAPB and Fort Lauderdale will be placed on 1 of 5 Regional Boards based of geography for the ‘Stub Year’ and fulfill their remaining term.
v. 2018 Regional Board members will go through the Nominating Process. 2018 Regional Board members will elect a Vice Chair of their Regional Board at the first meeting of the year from the members that sit on that Regional Board. There will be a total of up to 10 Regional Board members.
vi. Starting in 2018 and going forward, the Regional Board members will be assigned a 1 or 2-year term so by 2019 the Regional Board members will have even staggered 2 year terms.
vii. Regional Boards will not have bylaws and will operate in a uniform manner.
M. Regional Board Structure and Governance
i. Regional VP serve as Chair of the Regional Board.
ii. Regional VP serves on the BOD but not Exec.
iii. First VP is on Exec.
iv. Regional Boards will each have an RCA representative.
v. A Vice Chair of each Regional Board will be appointed by a vote of that Regional Board at the first meeting of the year.
vi. Each Regional Board may have up to have 10 members. The Regional Board will take on the duties of vetting and recommending to the Surviving Association BOD: local motions, candidate screening recommendations, planning a minimal number of local events, granting local awards, overseeing localized committees.
vii. Local funding requests will be approved by the Regional Board and forwarded to the Finance Committee. There will be one Finance Committee for the Surviving Association.
viii. Each Regional VP is automatically a member of the Board of Directors who is to serve as a Regional representative on the Board of Directors.
ix. Regional Board members are chosen through the nominating process.
x. Regional Boards are not legal entities.
xi. Regional Boards may identify unique programs to service with the approval of the BOD.
xii. The decision to become a Regional Board will be made prior to the merger, as part of the merger discussions/negotiations.
xiii. Additional Regional Boards may be created if another association merges into the body. That Regional Board will serve members in locations within the previous association's jurisdiction.
xiv. Each Regional Board is a subgroup of the Surviving Association. The Regional Board is not a separate legal entity.
xv. After a merger and/or establishment of the Regional Board, the Surviving Association’s Errors & Omissions Insurance should be evaluated as well as any liability or other insurance policies to make certain coverages are complete and inclusive.
xvi. Members join the Surviving Association not individual Regional Boards.
xvii. Members will initially be assigned a Regional Board based on geography. They may identify a Regional Board due to their locality, former association, or for other reasons.
xviii. Regional Boards will have a standard name template (i.e. Northern Palm Beach County Regional Board of the …)
xix. Regional Boards may, at the discretion of the Surviving Association, have their own logo and local marketing plan.
xx. Regional Boards will have representation on the Surviving Association’s BOD.
xxi. Bylaws will be amended to address how directors are selected, elected, or appointed, etc., regarding representation.
xxii. Dues for REALTOR® membership in the Surviving Association are the same. Regional Board’s (GFLR, PBC, Treasure Coast) will all have the same association dues.
xxiii. Regional Board endeavors such as special events and classes will be part of the overall budget.
xxiv. The CEO will assign appropriate staff support to Regional Boards.
xxv. The Surviving Association (or its direct or indirect subsidiaries) enters all contracts. The Regional Board will not have authority to sign contracts or spend unbudgeted funds.
xxvi. A Regional Board may have an office but isn't required, the Regional Board office could be virtual, a separate structure, or a shared office (within an office of the Surviving Association).
N. Committees & Regional Board Committees
i. 2017 Committees of both RAPB and GFLR will continue for the stub year with the exception of the BOD, Exec, Finance, Nominating and MLS Committee/BOD.
ii. The 2017 BOD & Exec has been stated above.
O. 2017 Nominating Committee
There will be a Nominating Committee. The 2017 Nominating Committee will be made up of Past Presidents from both RAPB and GFLR for the stub year only. Nominating Committee members cannot run for an open position on the BOD. They may sit on Nominating if they are fulfilling an existing term. The Chair will be a voting member of Nominating.
P. Finance Committee
i. The Finance Committee is a standing committee of the Association. Charged with the fiscal management of the association’s assets, including but not limited to preparing annual budgets for approval, establishing guidelines for the investment of cash and reserve funds, consideration of future planning which may affect the financial condition of the Association, and all other related monetary matters of the Association, this Committee’s responsibility is to protect, preserve, and enhance the Members’ collective interests in providing for a stable fiscal environment in both short and long term planning. It discusses ways and means, but not the merits of any particular request, and projects the following year’s capital needs.
ii. 2017 Finance Committee will be the GFLR & RAPB Finance Committee combined for the stub year only.
iii. The 2018 Finance Committee & Beyond Composition: The President, the President-elect, Treasurer and First Vice President of the Association shall serve on the Committee. The Treasurer shall serve as the Chair. In addition, at least eight (8) other members shall be appointed by the President of the Association, with the approval of the Board of Directors, and shall include the following: four (4) Directors and four (4) members not currently serving on the Board of Directors.
Q. FR/NAR Directors
i. 2017 Florida Realtor® Directors will continue till the end of their term.
ii. Starting in 2018 and going forward, Florida Realtor® directorships will be assigned by the President through an open application process for all members to apply for.
iii. 2017 NAR Directors will continue till the end of their term.
iv. Starting in 2018 and going forward, NAR Directors will be determined by the Surviving Association President.
i. FR Directors will be reimbursed up to $1000 for each of the 2 main FR Meetings.
ii. NAR Directors and Exec will be funded for both NAR Meetings.
iii. Other travel funding will be decided by the merger transition team to be finalized by the BOD.
Effective as of the closing of the transaction, the existing bylaws of GFLR will be amended to reflect the Surviving Association (including the address of the headquarters).
The members of Executive Committee of the Surviving Association BOD will serve as the Beaches MLS BOD.
i. The structure of the MLS will be determined by the Surviving Association.
ii. The MLS platforms will run parallel.
iii. Members receive IDX feeds from both MLS’s.
iv. There will be one set of MLS Rules to follow.
i. The payout provision of Greater Fort Lauderdale Realtors CEO, Richard Barkett’s contract will be invoked.
ii. Dionna Hall, current RAPB CEO will be the CEO of the Surviving Association. She will negotiate a new contract with the Surviving Association.
iii. Dionna Hall, CEO of the Surviving Association will have the choice of management systems.
iv. All 6 facilities will remain open. Headquarters will be where the CEO’s main office is lodged.
v. Contracts may be terminated or continued by the Surviving Association (or by the RAPB for the benefit of the Surviving Association), in consultation with legal counsel. Contracts may also be re-negotiated.
vi. Assets of each of GFLR and RAPB become the property of the Surviving Association.
Staff will be retained for at least a year.
W. Member Dues
i. Member Dues and MLS Fees will not change for the Stub Year, but the breakdown will be adjusted as decided by the new BOD.
ii. All members will pay equal dues and MLS Fees in 2018 and beyond