BOARDROOM REPORT: August 28, 2018

Real Estate In-Depth | October 2018

Boardroom Report
Boards of Directors
Hudson Gateway Association of Realtors, Inc. (HGAR)
August 28th, 2018
HGAR offices, White Plains, New York

Management, Financial & Membership Reports

Secretary/Treasurer Gail Fattizzi presented the Treasurer’s Report on behalf of HGAR, including the bank and investment summaries for July 1st and August 1st and the Directors approved receipt of the respective Cash Reports.

Multiple Listing Service and Association Business

The majority of the meeting was devoted to MLS business. CEO Richard Haggerty moved the discussion to the creation of a Regional MLS in collaboration with the Multiple Listing Service of Long Island, Inc. (“MLSLI”). To that end, he complemented Counsel to HGMLS, John Dolgetta, Esq., and Counsel to MLSLI, Robert Creighton, Esq. for their work in the creation of the Draft Operating Agreement as well as the Transition and Services Agreement.

Attorney Dolgetta then reviewed the salient points of the Draft Operating Agreement. He also reviewed the form of Transition and Services Agreement (“TSA Agreement”) between HGMLS and MLSLI (which TSA Agreement will be further negotiated and finalized during the “Transition Period,” as that term is defined in the Operating Agreement). The structure of the Board of Managers, governance, voting rights, tax implications, financial contributions, and proposed splits of profit and losses were all discussed in detail, along with the revisions that were made from the version of the Operating Agreement that was presented to the Directors at the previous board meeting. After extensive discussion the directors approved a Resolution authorizing the creation of a regional multiple listing service to be owned jointly with the Multiple Listing Service of Long Island, Inc.

Attorney Dolgetta then discussed certain proposed revisions to the HGAR Bylaws concerning the creation of a Regional MLS with MLSLI, and after discussion the Directors approved the proposed revisions.

CEO Haggerty then discussed a proposed new structure for NAR Director appointments necessitated by the changes resulting from the creation of the new MLS. It was proposed that in 2019, the HGAR Executive Committee members will each be appointed as a NAR Director, and the Directors approved the proposal.

CEO Haggerty next discussed the status of HGMLS going forward. HGMLS will not be dissolved at this time for tax reasons, but will no longer require a separate Board of Directors for daily operations once the new MLS is fully operational. Therefore, he recommended that the current HGMLS Board of Directors should remain in place until such time as New York MLS, LLC is fully operational by the “Full Operational Date,” as such term is defined in the Operating Agreement.

After such time, the HGMLS Board of Directors shall consist of the HGAR Executive Committee, with HGAR President-Elect Ron Garafolo becoming President in 2019. HGMLS will also have a streamlined set of Bylaws prepared during the “Transition Period,” which will be implemented and go into effect after the “Full Operational Date.” The Directors approved the recommended changes to the HGMLS Board of Directors and that the Executive Committee of HGAR, consisting of the President, President-Elect, Treasurer, Secretary and Immediate-Past President, will be the Board of Directors of HGMLS after the Full Operational Date.