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EXHIBIT 61
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HUDSON GATEWAY MULTIPLE LISTING SERVICE, INC.
(“HGMLS”)
a Wholly Owned Subsidiary of the
HUDSON GATEWAY ASSOCIATION OF REALTORS, INC.
RULES AND REGULATIONS
These Rules and Regulations are subject to change.
As approved by the Board of Directors of HGMLS on _____________
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PREAMBLE
The Purpose of Multiple Listing
Multiple Listing is meant to provide a means for REALTORS to give
maximum service to the buying and selling public. The Multiple Listing
Service is not itself a selling organization but instead, endeavors to
make real estate more readily marketable by establishing a centralized
source of market data as well as by facilitating a unilateral appoint-
ment by the Listing Participant of a network of cooperating brokers
representing buyers or the owners of property listed.
The purpose of the following Rules and Regulations is to facilitate the
orderly dissemination of listing and related information and to insure
effective cooperation among Participants. They are designed to guide
operating procedures and shall apply equally to all Participants.
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ARTICLE I
Definitions
Section 1:0 As used herein:
[A] "Multiple Listing Service" or "MLS" or "HGMLS" or “Service” or “Corporation”
means the HUDSON GATEWAY MULTIPLE LISTING SERVICE, INC.
[B] "Board of Directors" or "Board" means the Board of Directors of the HUDSON
GATEWAY MULTIPLE LISTING SERVICE, INC.
[C] "Participants" means REALTORS or Licensed Real Estate Brokers who are
members of HGMLS.
“Subscribers” are New York State Licensed Real Estate Salespersons and/or
Associate Brokers whose licenses are held by Participants or administrative
assistants employed and are granted authorized access by a Participant.
“Listing Participant” or "Listing Agent" means the Subscriber to the MLS who
has a written exclusive agreement with a property owner appointing the
Subscriber as the exclusive agent of the owner to sell or rent property.
"Selling Agent" is an MLS Subscriber who brings about a "meeting of the
minds" between a property owner and a purchaser while acting as a subagent,
broker's agent or buyer's broker.
[D] "Rules" mean the Rules and Regulations of HGMLS as set forth herein and as
construed from time to time by the Board.
[E] "HGAR" means the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC.
[F] "Exclusive Listing" means any Exclusive Right To Sell or Exclusive Agency
Listing (as those terms are defined by the New York State Department of State
- Division of Licensing Service) entered into between a Participant and a
property owner.
ARTICLE II
Section 2:0 Jurisdiction: The territorial jurisdiction of HGMLS shall be Orange, Putnam, Rockland
and Westchester Counties in New York.
Section 2:1 Areas: The Board shall, from time to time, specify the Areas of service and shall
designate such approved Areas of operation under the Rules. As of the date of these
Rules and Regulations, there are ten (10) Areas as follows:
Westchester County Rockland County
Putnam County Orange County
Dutchess County Bronx County
Ulster County Sullivan County
New York State other Connecticut State
The Putnam County Area shall not be subject to redistricting. Said Putnam County
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Area shall have a minimum number of representatives at all times on the Board of
Directors as shall be applicable to every other Area.
ARTICLE III
Section 3:0 Participation: Any one (1) Realtor® of the Hudson Gateway Association of Realtors,
Inc., or any other Board qualifying under Section 3:5 or (2) New York State Licensed
Real Estate Broker qualifying under Section 3:6, who is a principal, partner, corporate
officer or branch office manager acting on behalf of a principal, without further
qualification, except as otherwise stipulated in the Board’s Bylaws or these Rules and
Regulations, shall be eligible to participate in Multiple Listing upon agreeing in writing
to conform to the Rules and Regulations and to pay the costs incidental thereto.
However, under no circumstances is any individual or firm, regardless of membership
status, entitled to Multiple Listing Service “membership” or “participation” unless they
hold a current, valid New York State real estate broker’s license and offer or accept
compensation to and from other Participants or are licensed or certified by an
appropriate state regulatory agency to engage in the appraisal of real property. Use of
information developed by or published by HGMLS is strictly limited to the activities
authorized under a Participant’s licensure(s) or certification and unauthorized uses are
prohibited. Further, none of the foregoing is intended to convey “participation” or
“membership” or any right of access to information developed by or published by
HGMLS where access to such information is prohibited by law.
Mere possession of a broker’s license is not sufficient to qualify for MLS participation.
Rather, the requirement that an individual or firm offers or accepts cooperation and
compensation means that the Participant actively endeavors during the operation of its
real estate business to list real property of the type listed on HGMLS and/or to accept
offers of cooperation and compensation made by listing brokers or agents in the MLS.
“Actively” means on a continual and ongoing basis during the operation of the
Participant’s real estate business. The “actively” requirement is not intended to
preclude MLS participation by a Participant or potential Participant that operates a real
estate business on a part-time, seasonal or similarly time-limited basis or that has its
business interrupted by periods of relative inactivity occasioned by market conditions.
Similarly, the requirement is not intended to deny MLS participation to a Participant or
potential Participant who has not achieved a minimum number of transactions despite
good faith efforts. Nor is it intended to permit HGMLS to deny participation based on
the level of service provided by the Participant or potential Participant as long as the
level of service satisfies state law.
The key is that the Participant or potential Participant actively endeavors to make or
accept offers of cooperation and compensation with respect to properties of the type
that are listed on HGMLS. This requirement does not permit the MLS to deny
participation to a Participant or potential Participant that operates a “Virtual Office
Website” (VOW) (including a VOW that the Participant uses to refer customers to other
Participants) if the Participant or potential Participant actively endeavors to make or
accept offers of cooperation and compensation. HGMLS may evaluate whether a
Participant or potential Participant actively endeavors during the operation of its real
estate business to offer or accept cooperation and compensation only if HGMLS has a
reasonable basis to believe that the Participant or potential Participant is in fact not
doing so. The membership requirement shall be applied in a nondiscriminatory
manner to all Participants and potential Participants.
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Additionally, eligibility to participate in HGMLS requires any duly Licensed Real Estate
Broker:
[A] if such Participant is a REALTOR, to agree to and in fact abide by the Rules
and Regulations as set forth herein and as from time to time construed by the
Board of Directors, as well as the REALTOR Code of Ethics; and
[B] if such Participant is a non-REALTOR, to agree to and in fact abide by the
Rules and Regulations as set forth herein and as from time to time construed
by the Board of Directors; and
[C] to understand and acknowledge that it is required that he or she and any
Subscribers under them attend an orientation program with regard to the
operation of HGMLS.
[D] Notwithstanding those portions of this Section relating to "Licensed Real
Estate Brokers", any Affiliate Member of HGMLS who is engaged in financing
or appraising of real property may receive sales report information, such as
"Comparable" information disseminated periodically by the Corporation and
such other informational material as defined by the Board of Directors of the
Corporation, which information shall only be provided with respect to and
following the close of sales of properties listed through HGMLS. The
dissemination by the Corporation of such data shall be subject to receipt by
the Corporation from such Affiliate Member of written agreement that the
information received shall be utilized by such Affiliate Member on a
confidential basis for the sole and exclusive use of said Affiliate Member and
that such information shall not in any way be transmitted to any other person,
except in the appraiser-client relationship. Such Affiliate Member shall also
agree that he/she will not list or sell property for compensation, or otherwise,
without obtaining a Real Estate Broker's License in accordance with the laws
of the State of New York and shall thereupon make application for Participant
status in HGMLS. In addition to the foregoing, each Affiliate Member desiring
to obtain sales report information in accordance with these provisions shall
pay an initiation fee where required and a fee for the information service
provided by the Corporation, as determined by the Board of Directors of the
Corporation from time to time. Any initiation fee shall accompany each
application for participation pursuant to this Subsection [D] and such
application shall acknowledge the agreement of such Affiliate Member to
conform to all of the Rules and Regulations of HGMLS.
Section 3:1 Application to Participate: Each Applicant for participation in HGMLS shall file an
application on forms or any facsimiles prescribed by the Board of Directors, to be
accompanied by such initiation fees as may be set by the Board of Directors. Such
initiation fees, together with processing fees based on each Participant's use of
HGMLS, which the Board of Directors is hereby empowered to set, shall be
approximately related to the costs of developing, maintaining and improving HGMLS
as a going concern, including the accumulation and maintenance of such reasonable
reserves as the Board of Directors may deem prudent.
Section 3.2 Additional Offices: In the event any Applicant or Participant has or acquires an
interest as an owner, partner or stockholder, directly or indirectly, in any other real
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estate office operating under the same or any other name, within the jurisdiction (as
defined in Article 2:0 hereof) of the Corporation, said Applicant or Participant shall pay
a separate initiation fee for each office and shall be responsible for adherence to the
Rules and Regulations of the Corporation.
Section 3:3 Transfer: Participation in the Corporation may not be sold, assigned, or transferred,
except as follows:
[A] In the event of the death of a Participant, participation in the Service may be
continued by a member of such Participant's immediate family, provided said
family member is a REALTOR and the service will continue uninterrupted. In
the event that a member of the immediate family is not a REALTOR at the time
of the death of a Participant, he/she shall be entitled to become a Participant
without the payment of an initiation fee, or the taking of any prerequisite
instruction, as soon as such member of the immediate family otherwise
qualifies for participation pursuant to this Article. In no event will such
privileges be afforded to any such member of a deceased Participant's
immediate family after twenty-four (24) months have elapsed from the date of
death of such Participant.
[B] In the event that the deceased Participant is an officer of a corporation or a
partner in a partnership, the remaining officer(s) or partner(s) may designate
one of their members who is a REALTOR to become the Participant in HGMLS.
The initiation fee shall be waived and service will not be interrupted. Filing an
application for the new Participant must be made within thirty (30) days
following the death of the original Participant.
[C] In the event a Participant does not have a family member, partner or other
shareholder who would qualify to continue the business of the Participant
pursuant to Subsections [A] and [B] of this Section 3:3, the Participant may,
during his lifetime, designate an individual to function in accordance with
Subsection [A] hereof, by written notification to HGMLS pursuant to a duly
executed Last Will and Testament.
[D] When a Participant disassociates himself/herself from such Participant's
corporation or partnership, the membership in the Multiple Listing Service
shall be transferred to a remaining officer or partner then associated with the
corporation or partnership. Such person shall be designated by the
corporation or partnership and shall otherwise qualify for participation under
Article III.Such transferee officer or partner must also have been a corporate
officer or partner since the acceptance of the original Participant into HGMLS
and/or have been a partner or corporate officer for a period of at least one (1)
year. The disassociating Participant shall be eligible to become a new
Participant upon the payment of the initial fee then prescribed by the Board of
Directors.
[E] In the event that a Participant elects to sell his Real Estate Brokerage business
to another REALTOR, the Participant shall be authorized to assign to the
acquiring REALTOR said person's participation in HGMLS, upon application in
writing to the Board of Directors, who shall review the proposed transfer and if
said transfer is, in the opinion of the Board of Directors, in the interest of the
Participant, the acquiring REALTOR and HGMLS, the Board of Directors shall
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be authorized to approve said transfer. This provision shall also apply to the
sale by a Participant of a branch office, in which case the acquiring REALTOR
shall be required to pay to HGMLS the difference between the initiation fee
then in effect for new Participants of HGMLS and the branch office fee, if any,
paid by the selling Participant in connection with the establishment of the
aforesaid branch office.
Section 3:4 Notification to HGMLS: A Participant shall, within ten (10) days of the date of any
transfer or other change of ownership of said Participant's proprietorship, partnership
or corporation, notify HGMLS in writing of such transfer or change of ownership.
Such Participant shall also acknowledge in such notice that the transferee of the
Participant's business, or the new partner or shareholder as the case may be, has
been made aware of Article III, Section 3:3 of the Rules and Regulations.
Section 3:5 Qualification for Participation by Participants Who Do Not Hold Membership in HGAR:
Participants of HGMLS who do not hold membership in HGAR shall be permitted to
participate in the MLS provided that:
[A] Said Participant is a member in good standing of any Board of REALTORS;
and
[B] Said Participant maintains Membership in HGMLS and agrees to arbitrate any
dispute with another REALTOR involving an HGMLS listing before an
Arbitration Panel of HGAR (the location of the property shall determine the
location of the arbitration hearing within the Jurisdiction and if such property
is not within the Jurisdiction, the arbitration shall be held in the County
closest to the subject property); or
[C] Said Participant is in compliance with Section 3:6 hereof.
Section 3:6 Non-REALTOR Participants: Upon application to the Board of Directors, any New
York State Licensed Real Estate Broker may, upon approval of the Board of Directors,
become a Participant of HGMLS, provided that such Non-REALTOR agrees for itself
and on behalf of its entire sales staff:
[A] by becoming and remaining a Participant, that such Participant shall arbitrate
contractual disputes with HGMLS Participants in different firms arising out of
their relationships as HGMLS Participants subject to the following
qualifications:
[i] If all disputants are members of the same Board of REALTORS, or
have their principal place of business within the same Board's
territorial jurisdiction, they shall arbitrate pursuant to the procedures
of that Board/Association of REALTORS.
[ii] If the disputants are members of different Boards of REALTORS, or if
their principal place of business is located within the territorial
jurisdiction of different Boards of REALTORS, they shall arbitrate in
accordance with the procedures of the New York State Association of
REALTORS.
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[B] to abide by and be subject to the Standards of Conduct for HGMLS
Participants reflected elsewhere in these Rules and Regulations; and
[C] to pay such fees and charges adopted by HGMLS and HGAR for Non-
REALTOR Participants of HGMLS.
Section 3:7 Rights and Duties of Participants: All Participants in the Corporation shall adhere to
these Rules and Regulations and shall:
[A] File with the Corporation all information about properties received from
owners desiring to have information about their exclusively listed property
distributed among Participants in HGMLS;
[B] Receive from HGMLS all listing information about properties exclusively listed
by owners with Participants for distribution among the Participants of HGMLS;
[C] Treat listing and other information sent to such Participant by HGMLS as
confidential information; and
[D] Receive all bulletins and information as is given to all other Participants in
accordance with these Rules and Regulations.
Section 3:8 Responsibility for Acts of Associates: A Participant is responsible for the acts of
his/her Subscribers and staff members as though such Participant performed them. In
the event that a Licensed Real Estate Broker or Associate Broker acts as a
Salesperson, such Licensed Real Estate Broker shall be considered as a Salesperson
for the purpose of these Rules and Regulations. Such Rules and Regulations shall
apply to such Licensed Real Estate Broker equally as they would to a Salesperson
associated with the Participant. Such Broker shall not take any exclusive listings of
eligible property in the Broker's own name, but only in the name of the Participant.
The Participant shall be responsible to HGMLS for the acts of such Licensed Real
Estate Broker and for any violations on such Broker's part of these Rules and
Regulations.
Section 3.9 Arbitration: Each Participant shall agree to submit to arbitration in accordance with
the arbitration rules as set forth in the Constitution and By-Laws of the HUDSON
GATEWAY ASSOCIATION OF REALTORS, INC., or any addition or amendment
hereafter adopted in connection with same, any and all disputes with other
Participants, excepting for violations of these Rules and Regulations, arising out of
the use of the Service or his/her Participation therein.
ARTICLE IV
Section 4:0 Severance from Service:
[A] Any Participant in the Service who resigns from the Service shall abide by the
Rules and Regulations of the Service pertaining to listings in the Participant's
possession at the time of the resignation and shall pay any assessments that
may be due or accrued up to the effective date of resignation.
[B] When a Participant resigns from the Service, the Service shall no longer be
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obligated to provide services, including continued inclusion of the resigned
Participant's listings in the Service's compilation of current listing information.
Prior to any removal of a resigned Participant's listings from the Service, the
resigned Participant shall receive notice from HGMLS in writing, of the
intended removal. Upon receipt of said notice, the resigned Participant shall
advise such Participant's clients of such removal.
Section 4:1 Disputes: Any dispute which arises during a Participant's term as a Participant or
which concerns the listing information which such Participant received during said
term and which involves claims for money shall, to the extent applicable, be subject to
arbitration in accordance with the arbitration rules as set forth in the Constitution and
Bylaws of the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC.
Section 4:2 Termination:
[A] When a Participant whose services have been terminated wishes to have such
services restored, the request shall be brought to the attention of the Board of
Directors of HGMLS. The Board of Directors shall determine the reinstatement
fee, if any.
[B] When a Participant's participation in the Service is terminated for failing to
abide by a membership duty [i.e., violation of the Code of Ethics or By-Laws of
the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC., HGMLS Rules
and Regulations, or any other membership obligation except failure to pay
appropriate dues, fees or charges] and until such time as said participation is
reinstated, ifat all, all listings currently filed with HGMLS by the expelled
Participant shall, at the Participant's option, be retained in the Service until
sold, withdrawn or expired, and shall not be renewed or extended by the
Service beyond the termination date of the listing agreement in effect when
the expulsion became effective. If a Participant has been expelled from the
Service for failure to pay appropriate dues, fees or charges, HGMLS is not
obligated to provide HGMLS Services, including continued inclusion of the
expelled Participant's listings in the HGMLS compilation of current listing
information. Prior to any removal of an expelled Participant's listings from the
Service, the expelled Participant shall receive notice from HGMLS in writing, of
the intended removal. Upon receipt of said notice, the expelled Participant
shall advise such Participant's clients of such removal.
Section 4:3 Leave of Absence: A Participant may receive a Leave of Absence for good and
compelling reasons upon written request to HGMLS and subject to approval of the
Board of Directors, provided:
[A] It is for a period of not less than one (1) year and not more than two (2) years;
[B] All financial obligations to HGMLS are paid in full, including any pro-rated
adjustments;
[C] Said Participant agrees to waive all rights to participate in any activities and
benefits of HGMLS; and
[D] Said Participant returns all materials, signs, listings, etc., that are supplied by
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HGMLS.
Section 4:4 Suspension:
[A] A Participant may be suspended by the Board of Directors from participation
in HGMLS for failure to pay monies due and payable to HGMLS within a
reasonable period of time. A Participant may be suspended from participation
in HGMLS for violation of these Rules and Regulations only after a hearing
conducted by the Board of Directors or a committee impaneled by the Board
of Directors for that purpose. Such suspensions shall be implemented
pursuant to the provisions of Section 5:6 and 5:7 of Article V of these Rules
and Regulations.
[B] When a Participant of HGMLS is suspended from the Service for failing to
abide by a membership duty [i.e., violation of the Code of Ethics or By-Laws of
the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC., HGMLS Rules
and Regulations, or any other membership obligation except failure to pay
appropriate dues, fees or charges] all listings currently filed with HGMLS by
the suspended Participant shall, at the Participant's option, be retained in the
Service until sold, withdrawn or expired and shall not be renewed or extended
by the Service beyond the termination date of the listing agreement in effect
when the suspension became effective. If a Participant has been suspended
from the Service for failure to pay appropriate dues, fees or charges, HGMLS
is not obligated to provide HGMLS Services, including continued inclusion of
the suspended Participant's listings in HGMLS's compilation of current listing
information. Prior to any removal of a suspended Participant's listings from
the Service, the suspended Participant shall receive notice, in writing, of the
intended removal. Upon receipt of said notice from HGMLS, the suspended
Participant shall advise such Participant's clients of such removal.
ARTICLE V
Rules Committee, Grievance Committee and Hearing Committee
Section 5:0 Establishment:
Rules Committee: A Rules Committee will be empaneled on an as needed basis by the
MLS President. Any Amendments to the Rules and Regulations of the Service shall be
by consideration and approval of the Board of Directors of the Multiple Listing
Service. Such Committee shall consist of Committee members who are Subscribers
and/or Participants of HGMLS. It shall be the responsibility of the Rules Committee to
advise the Board of Directors concerning policy issues and recommended changes to
these Rules and Regulations.
Grievance Committee: There shall be a Grievance Committee consisting of Committee
members who are Subscribers and/or Participants of HGMLS. The Members of the
Grievance Committee shall be appointed by the President subject to confirmation by
the Board of Directors annually. The President shall annually designate the
Chairperson, Vice Chairperson and Secretary of the Grievance Committee (the
Secretary of the Grievance Committee may be a staff member of HGMLS whose
function shall be administrative and if such person is a staff member, he or she shall
not be a voting member of the Grievance Committee). It shall be the responsibility of
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the Grievance Committee to conduct a preliminary review of complaints brought to the
Grievance Committee to determine whether the matter warrants a hearing before the
Hearing Committee. The Members of the Grievance Committee shall not serve
simultaneously on the Hearing Committee.
Hearing Committee: There shall be a Hearing Committee consisting of Committee
members who are Subscribers and/or Participants of HGMLS. The Members of the
Hearing Committee shall be appointed by the President subject to confirmation by the
Board of Directors annually. The President shall annually designate the Chairperson,
Vice Chairperson and Secretary of the Hearing Committee (the Secretary of the
Hearing Committee may be a staff member of HGMLS whose function shall be
administrative and if such person is a staff member, he or she shall not be a voting
member of the Hearing Committee). It shall be the responsibility of the Hearing
Committee to conduct hearings concerning those matters presented to itby the
Grievance Committee. The Hearing Committee shall be responsible for making a
formal determination as to whether there has been a violation of the Rules and
Regulations and if applicable, to assess any fines or penalties in connection with
same. Members of the Hearing Committee shall not serve simultaneously on the
Grievance Committee.
All REALTORS® appointed to either the Grievance Committee or the Hearing
Committee shall be required to undergo such training as shall be determined by the
Rules Committee.
Section 5:1 Term of Office: Members of the Rules Committee, Grievance Committee and Hearing
Committee shall be appointed on an annual basis. New appointments shall be made
for the remainder of the term whenever a member resigns or otherwise ceases to be a
member. Members of the Rules Committee may serve on either the Grievance
Committee or the Hearing Committee, but shall not serve on both the Grievance and
Hearing Committees simultaneously. There shall be no successive term limit with
respect to membership on the Committees.
Section 5:2 Jurisdiction: The Grievance Committee and Hearing Committee shall have the power
and authority to hear and make determinations on allmatters involving a charge
against any Participant or Subscriber relating to the following:
[A] Failure to abide by the By-Laws or Rules and Regulations including IDX, VOW,
Lockbox and other rules, regulations and policies as promulgated by the
Board of Directors of the HUDSON GATEWAY MULTIPLE LISTING SERVICE,
INC.;
[B] Discouraging or advising ag
Preview
FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 EXHIBIT 61 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 HUDSON GATEWAY MULTIPLE LISTING SERVICE, INC. (“HGMLS”) a Wholly Owned Subsidiary of the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC. RULES AND REGULATIONS These Rules and Regulations are subject to change. As approved by the Board of Directors of HGMLS on _____________ 1 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 PREAMBLE The Purpose of Multiple Listing Multiple Listing is meant to provide a means for REALTORS to give maximum service to the buying and selling public. The Multiple Listing Service is not itself a selling organization but instead, endeavors to make real estate more readily marketable by establishing a centralized source of market data as well as by facilitating a unilateral appoint- ment by the Listing Participant of a network of cooperating brokers representing buyers or the owners of property listed. The purpose of the following Rules and Regulations is to facilitate the orderly dissemination of listing and related information and to insure effective cooperation among Participants. They are designed to guide operating procedures and shall apply equally to all Participants. 2 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 ARTICLE I Definitions Section 1:0 As used herein: [A] "Multiple Listing Service" or "MLS" or "HGMLS" or “Service” or “Corporation” means the HUDSON GATEWAY MULTIPLE LISTING SERVICE, INC. [B] "Board of Directors" or "Board" means the Board of Directors of the HUDSON GATEWAY MULTIPLE LISTING SERVICE, INC. [C] "Participants" means REALTORS or Licensed Real Estate Brokers who are members of HGMLS. “Subscribers” are New York State Licensed Real Estate Salespersons and/or Associate Brokers whose licenses are held by Participants or administrative assistants employed and are granted authorized access by a Participant. “Listing Participant” or "Listing Agent" means the Subscriber to the MLS who has a written exclusive agreement with a property owner appointing the Subscriber as the exclusive agent of the owner to sell or rent property. "Selling Agent" is an MLS Subscriber who brings about a "meeting of the minds" between a property owner and a purchaser while acting as a subagent, broker's agent or buyer's broker. [D] "Rules" mean the Rules and Regulations of HGMLS as set forth herein and as construed from time to time by the Board. [E] "HGAR" means the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC. [F] "Exclusive Listing" means any Exclusive Right To Sell or Exclusive Agency Listing (as those terms are defined by the New York State Department of State - Division of Licensing Service) entered into between a Participant and a property owner. ARTICLE II Section 2:0 Jurisdiction: The territorial jurisdiction of HGMLS shall be Orange, Putnam, Rockland and Westchester Counties in New York. Section 2:1 Areas: The Board shall, from time to time, specify the Areas of service and shall designate such approved Areas of operation under the Rules. As of the date of these Rules and Regulations, there are ten (10) Areas as follows: Westchester County Rockland County Putnam County Orange County Dutchess County Bronx County Ulster County Sullivan County New York State other Connecticut State The Putnam County Area shall not be subject to redistricting. Said Putnam County 3 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 Area shall have a minimum number of representatives at all times on the Board of Directors as shall be applicable to every other Area. ARTICLE III Section 3:0 Participation: Any one (1) Realtor® of the Hudson Gateway Association of Realtors, Inc., or any other Board qualifying under Section 3:5 or (2) New York State Licensed Real Estate Broker qualifying under Section 3:6, who is a principal, partner, corporate officer or branch office manager acting on behalf of a principal, without further qualification, except as otherwise stipulated in the Board’s Bylaws or these Rules and Regulations, shall be eligible to participate in Multiple Listing upon agreeing in writing to conform to the Rules and Regulations and to pay the costs incidental thereto. However, under no circumstances is any individual or firm, regardless of membership status, entitled to Multiple Listing Service “membership” or “participation” unless they hold a current, valid New York State real estate broker’s license and offer or accept compensation to and from other Participants or are licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property. Use of information developed by or published by HGMLS is strictly limited to the activities authorized under a Participant’s licensure(s) or certification and unauthorized uses are prohibited. Further, none of the foregoing is intended to convey “participation” or “membership” or any right of access to information developed by or published by HGMLS where access to such information is prohibited by law. Mere possession of a broker’s license is not sufficient to qualify for MLS participation. Rather, the requirement that an individual or firm offers or accepts cooperation and compensation means that the Participant actively endeavors during the operation of its real estate business to list real property of the type listed on HGMLS and/or to accept offers of cooperation and compensation made by listing brokers or agents in the MLS. “Actively” means on a continual and ongoing basis during the operation of the Participant’s real estate business. The “actively” requirement is not intended to preclude MLS participation by a Participant or potential Participant that operates a real estate business on a part-time, seasonal or similarly time-limited basis or that has its business interrupted by periods of relative inactivity occasioned by market conditions. Similarly, the requirement is not intended to deny MLS participation to a Participant or potential Participant who has not achieved a minimum number of transactions despite good faith efforts. Nor is it intended to permit HGMLS to deny participation based on the level of service provided by the Participant or potential Participant as long as the level of service satisfies state law. The key is that the Participant or potential Participant actively endeavors to make or accept offers of cooperation and compensation with respect to properties of the type that are listed on HGMLS. This requirement does not permit the MLS to deny participation to a Participant or potential Participant that operates a “Virtual Office Website” (VOW) (including a VOW that the Participant uses to refer customers to other Participants) if the Participant or potential Participant actively endeavors to make or accept offers of cooperation and compensation. HGMLS may evaluate whether a Participant or potential Participant actively endeavors during the operation of its real estate business to offer or accept cooperation and compensation only if HGMLS has a reasonable basis to believe that the Participant or potential Participant is in fact not doing so. The membership requirement shall be applied in a nondiscriminatory manner to all Participants and potential Participants. 4 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 Additionally, eligibility to participate in HGMLS requires any duly Licensed Real Estate Broker: [A] if such Participant is a REALTOR, to agree to and in fact abide by the Rules and Regulations as set forth herein and as from time to time construed by the Board of Directors, as well as the REALTOR Code of Ethics; and [B] if such Participant is a non-REALTOR, to agree to and in fact abide by the Rules and Regulations as set forth herein and as from time to time construed by the Board of Directors; and [C] to understand and acknowledge that it is required that he or she and any Subscribers under them attend an orientation program with regard to the operation of HGMLS. [D] Notwithstanding those portions of this Section relating to "Licensed Real Estate Brokers", any Affiliate Member of HGMLS who is engaged in financing or appraising of real property may receive sales report information, such as "Comparable" information disseminated periodically by the Corporation and such other informational material as defined by the Board of Directors of the Corporation, which information shall only be provided with respect to and following the close of sales of properties listed through HGMLS. The dissemination by the Corporation of such data shall be subject to receipt by the Corporation from such Affiliate Member of written agreement that the information received shall be utilized by such Affiliate Member on a confidential basis for the sole and exclusive use of said Affiliate Member and that such information shall not in any way be transmitted to any other person, except in the appraiser-client relationship. Such Affiliate Member shall also agree that he/she will not list or sell property for compensation, or otherwise, without obtaining a Real Estate Broker's License in accordance with the laws of the State of New York and shall thereupon make application for Participant status in HGMLS. In addition to the foregoing, each Affiliate Member desiring to obtain sales report information in accordance with these provisions shall pay an initiation fee where required and a fee for the information service provided by the Corporation, as determined by the Board of Directors of the Corporation from time to time. Any initiation fee shall accompany each application for participation pursuant to this Subsection [D] and such application shall acknowledge the agreement of such Affiliate Member to conform to all of the Rules and Regulations of HGMLS. Section 3:1 Application to Participate: Each Applicant for participation in HGMLS shall file an application on forms or any facsimiles prescribed by the Board of Directors, to be accompanied by such initiation fees as may be set by the Board of Directors. Such initiation fees, together with processing fees based on each Participant's use of HGMLS, which the Board of Directors is hereby empowered to set, shall be approximately related to the costs of developing, maintaining and improving HGMLS as a going concern, including the accumulation and maintenance of such reasonable reserves as the Board of Directors may deem prudent. Section 3.2 Additional Offices: In the event any Applicant or Participant has or acquires an interest as an owner, partner or stockholder, directly or indirectly, in any other real 5 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 estate office operating under the same or any other name, within the jurisdiction (as defined in Article 2:0 hereof) of the Corporation, said Applicant or Participant shall pay a separate initiation fee for each office and shall be responsible for adherence to the Rules and Regulations of the Corporation. Section 3:3 Transfer: Participation in the Corporation may not be sold, assigned, or transferred, except as follows: [A] In the event of the death of a Participant, participation in the Service may be continued by a member of such Participant's immediate family, provided said family member is a REALTOR and the service will continue uninterrupted. In the event that a member of the immediate family is not a REALTOR at the time of the death of a Participant, he/she shall be entitled to become a Participant without the payment of an initiation fee, or the taking of any prerequisite instruction, as soon as such member of the immediate family otherwise qualifies for participation pursuant to this Article. In no event will such privileges be afforded to any such member of a deceased Participant's immediate family after twenty-four (24) months have elapsed from the date of death of such Participant. [B] In the event that the deceased Participant is an officer of a corporation or a partner in a partnership, the remaining officer(s) or partner(s) may designate one of their members who is a REALTOR to become the Participant in HGMLS. The initiation fee shall be waived and service will not be interrupted. Filing an application for the new Participant must be made within thirty (30) days following the death of the original Participant. [C] In the event a Participant does not have a family member, partner or other shareholder who would qualify to continue the business of the Participant pursuant to Subsections [A] and [B] of this Section 3:3, the Participant may, during his lifetime, designate an individual to function in accordance with Subsection [A] hereof, by written notification to HGMLS pursuant to a duly executed Last Will and Testament. [D] When a Participant disassociates himself/herself from such Participant's corporation or partnership, the membership in the Multiple Listing Service shall be transferred to a remaining officer or partner then associated with the corporation or partnership. Such person shall be designated by the corporation or partnership and shall otherwise qualify for participation under Article III.Such transferee officer or partner must also have been a corporate officer or partner since the acceptance of the original Participant into HGMLS and/or have been a partner or corporate officer for a period of at least one (1) year. The disassociating Participant shall be eligible to become a new Participant upon the payment of the initial fee then prescribed by the Board of Directors. [E] In the event that a Participant elects to sell his Real Estate Brokerage business to another REALTOR, the Participant shall be authorized to assign to the acquiring REALTOR said person's participation in HGMLS, upon application in writing to the Board of Directors, who shall review the proposed transfer and if said transfer is, in the opinion of the Board of Directors, in the interest of the Participant, the acquiring REALTOR and HGMLS, the Board of Directors shall 6 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 be authorized to approve said transfer. This provision shall also apply to the sale by a Participant of a branch office, in which case the acquiring REALTOR shall be required to pay to HGMLS the difference between the initiation fee then in effect for new Participants of HGMLS and the branch office fee, if any, paid by the selling Participant in connection with the establishment of the aforesaid branch office. Section 3:4 Notification to HGMLS: A Participant shall, within ten (10) days of the date of any transfer or other change of ownership of said Participant's proprietorship, partnership or corporation, notify HGMLS in writing of such transfer or change of ownership. Such Participant shall also acknowledge in such notice that the transferee of the Participant's business, or the new partner or shareholder as the case may be, has been made aware of Article III, Section 3:3 of the Rules and Regulations. Section 3:5 Qualification for Participation by Participants Who Do Not Hold Membership in HGAR: Participants of HGMLS who do not hold membership in HGAR shall be permitted to participate in the MLS provided that: [A] Said Participant is a member in good standing of any Board of REALTORS; and [B] Said Participant maintains Membership in HGMLS and agrees to arbitrate any dispute with another REALTOR involving an HGMLS listing before an Arbitration Panel of HGAR (the location of the property shall determine the location of the arbitration hearing within the Jurisdiction and if such property is not within the Jurisdiction, the arbitration shall be held in the County closest to the subject property); or [C] Said Participant is in compliance with Section 3:6 hereof. Section 3:6 Non-REALTOR Participants: Upon application to the Board of Directors, any New York State Licensed Real Estate Broker may, upon approval of the Board of Directors, become a Participant of HGMLS, provided that such Non-REALTOR agrees for itself and on behalf of its entire sales staff: [A] by becoming and remaining a Participant, that such Participant shall arbitrate contractual disputes with HGMLS Participants in different firms arising out of their relationships as HGMLS Participants subject to the following qualifications: [i] If all disputants are members of the same Board of REALTORS, or have their principal place of business within the same Board's territorial jurisdiction, they shall arbitrate pursuant to the procedures of that Board/Association of REALTORS. [ii] If the disputants are members of different Boards of REALTORS, or if their principal place of business is located within the territorial jurisdiction of different Boards of REALTORS, they shall arbitrate in accordance with the procedures of the New York State Association of REALTORS. 7 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 [B] to abide by and be subject to the Standards of Conduct for HGMLS Participants reflected elsewhere in these Rules and Regulations; and [C] to pay such fees and charges adopted by HGMLS and HGAR for Non- REALTOR Participants of HGMLS. Section 3:7 Rights and Duties of Participants: All Participants in the Corporation shall adhere to these Rules and Regulations and shall: [A] File with the Corporation all information about properties received from owners desiring to have information about their exclusively listed property distributed among Participants in HGMLS; [B] Receive from HGMLS all listing information about properties exclusively listed by owners with Participants for distribution among the Participants of HGMLS; [C] Treat listing and other information sent to such Participant by HGMLS as confidential information; and [D] Receive all bulletins and information as is given to all other Participants in accordance with these Rules and Regulations. Section 3:8 Responsibility for Acts of Associates: A Participant is responsible for the acts of his/her Subscribers and staff members as though such Participant performed them. In the event that a Licensed Real Estate Broker or Associate Broker acts as a Salesperson, such Licensed Real Estate Broker shall be considered as a Salesperson for the purpose of these Rules and Regulations. Such Rules and Regulations shall apply to such Licensed Real Estate Broker equally as they would to a Salesperson associated with the Participant. Such Broker shall not take any exclusive listings of eligible property in the Broker's own name, but only in the name of the Participant. The Participant shall be responsible to HGMLS for the acts of such Licensed Real Estate Broker and for any violations on such Broker's part of these Rules and Regulations. Section 3.9 Arbitration: Each Participant shall agree to submit to arbitration in accordance with the arbitration rules as set forth in the Constitution and By-Laws of the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC., or any addition or amendment hereafter adopted in connection with same, any and all disputes with other Participants, excepting for violations of these Rules and Regulations, arising out of the use of the Service or his/her Participation therein. ARTICLE IV Section 4:0 Severance from Service: [A] Any Participant in the Service who resigns from the Service shall abide by the Rules and Regulations of the Service pertaining to listings in the Participant's possession at the time of the resignation and shall pay any assessments that may be due or accrued up to the effective date of resignation. [B] When a Participant resigns from the Service, the Service shall no longer be 8 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 obligated to provide services, including continued inclusion of the resigned Participant's listings in the Service's compilation of current listing information. Prior to any removal of a resigned Participant's listings from the Service, the resigned Participant shall receive notice from HGMLS in writing, of the intended removal. Upon receipt of said notice, the resigned Participant shall advise such Participant's clients of such removal. Section 4:1 Disputes: Any dispute which arises during a Participant's term as a Participant or which concerns the listing information which such Participant received during said term and which involves claims for money shall, to the extent applicable, be subject to arbitration in accordance with the arbitration rules as set forth in the Constitution and Bylaws of the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC. Section 4:2 Termination: [A] When a Participant whose services have been terminated wishes to have such services restored, the request shall be brought to the attention of the Board of Directors of HGMLS. The Board of Directors shall determine the reinstatement fee, if any. [B] When a Participant's participation in the Service is terminated for failing to abide by a membership duty [i.e., violation of the Code of Ethics or By-Laws of the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC., HGMLS Rules and Regulations, or any other membership obligation except failure to pay appropriate dues, fees or charges] and until such time as said participation is reinstated, ifat all, all listings currently filed with HGMLS by the expelled Participant shall, at the Participant's option, be retained in the Service until sold, withdrawn or expired, and shall not be renewed or extended by the Service beyond the termination date of the listing agreement in effect when the expulsion became effective. If a Participant has been expelled from the Service for failure to pay appropriate dues, fees or charges, HGMLS is not obligated to provide HGMLS Services, including continued inclusion of the expelled Participant's listings in the HGMLS compilation of current listing information. Prior to any removal of an expelled Participant's listings from the Service, the expelled Participant shall receive notice from HGMLS in writing, of the intended removal. Upon receipt of said notice, the expelled Participant shall advise such Participant's clients of such removal. Section 4:3 Leave of Absence: A Participant may receive a Leave of Absence for good and compelling reasons upon written request to HGMLS and subject to approval of the Board of Directors, provided: [A] It is for a period of not less than one (1) year and not more than two (2) years; [B] All financial obligations to HGMLS are paid in full, including any pro-rated adjustments; [C] Said Participant agrees to waive all rights to participate in any activities and benefits of HGMLS; and [D] Said Participant returns all materials, signs, listings, etc., that are supplied by 9 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 HGMLS. Section 4:4 Suspension: [A] A Participant may be suspended by the Board of Directors from participation in HGMLS for failure to pay monies due and payable to HGMLS within a reasonable period of time. A Participant may be suspended from participation in HGMLS for violation of these Rules and Regulations only after a hearing conducted by the Board of Directors or a committee impaneled by the Board of Directors for that purpose. Such suspensions shall be implemented pursuant to the provisions of Section 5:6 and 5:7 of Article V of these Rules and Regulations. [B] When a Participant of HGMLS is suspended from the Service for failing to abide by a membership duty [i.e., violation of the Code of Ethics or By-Laws of the HUDSON GATEWAY ASSOCIATION OF REALTORS, INC., HGMLS Rules and Regulations, or any other membership obligation except failure to pay appropriate dues, fees or charges] all listings currently filed with HGMLS by the suspended Participant shall, at the Participant's option, be retained in the Service until sold, withdrawn or expired and shall not be renewed or extended by the Service beyond the termination date of the listing agreement in effect when the suspension became effective. If a Participant has been suspended from the Service for failure to pay appropriate dues, fees or charges, HGMLS is not obligated to provide HGMLS Services, including continued inclusion of the suspended Participant's listings in HGMLS's compilation of current listing information. Prior to any removal of a suspended Participant's listings from the Service, the suspended Participant shall receive notice, in writing, of the intended removal. Upon receipt of said notice from HGMLS, the suspended Participant shall advise such Participant's clients of such removal. ARTICLE V Rules Committee, Grievance Committee and Hearing Committee Section 5:0 Establishment: Rules Committee: A Rules Committee will be empaneled on an as needed basis by the MLS President. Any Amendments to the Rules and Regulations of the Service shall be by consideration and approval of the Board of Directors of the Multiple Listing Service. Such Committee shall consist of Committee members who are Subscribers and/or Participants of HGMLS. It shall be the responsibility of the Rules Committee to advise the Board of Directors concerning policy issues and recommended changes to these Rules and Regulations. Grievance Committee: There shall be a Grievance Committee consisting of Committee members who are Subscribers and/or Participants of HGMLS. The Members of the Grievance Committee shall be appointed by the President subject to confirmation by the Board of Directors annually. The President shall annually designate the Chairperson, Vice Chairperson and Secretary of the Grievance Committee (the Secretary of the Grievance Committee may be a staff member of HGMLS whose function shall be administrative and if such person is a staff member, he or she shall not be a voting member of the Grievance Committee). It shall be the responsibility of 10 FILED: WESTCHESTER COUNTY CLERK 10/01/2018 05:13 PM INDEX NO. 60767/2018 NYSCEF DOC. NO. 243 RECEIVED NYSCEF: 10/01/2018 the Grievance Committee to conduct a preliminary review of complaints brought to the Grievance Committee to determine whether the matter warrants a hearing before the Hearing Committee. The Members of the Grievance Committee shall not serve simultaneously on the Hearing Committee. Hearing Committee: There shall be a Hearing Committee consisting of Committee members who are Subscribers and/or Participants of HGMLS. The Members of the Hearing Committee shall be appointed by the President subject to confirmation by the Board of Directors annually. The President shall annually designate the Chairperson, Vice Chairperson and Secretary of the Hearing Committee (the Secretary of the Hearing Committee may be a staff member of HGMLS whose function shall be administrative and if such person is a staff member, he or she shall not be a voting member of the Hearing Committee). It shall be the responsibility of the Hearing Committee to conduct hearings concerning those matters presented to itby the Grievance Committee. The Hearing Committee shall be responsible for making a formal determination as to whether there has been a violation of the Rules and Regulations and if applicable, to assess any fines or penalties in connection with same. Members of the Hearing Committee shall not serve simultaneously on the Grievance Committee. All REALTORS® appointed to either the Grievance Committee or the Hearing Committee shall be required to undergo such training as shall be determined by the Rules Committee. Section 5:1 Term of Office: Members of the Rules Committee, Grievance Committee and Hearing Committee shall be appointed on an annual basis. New appointments shall be made for the remainder of the term whenever a member resigns or otherwise ceases to be a member. Members of the Rules Committee may serve on either the Grievance Committee or the Hearing Committee, but shall not serve on both the Grievance and Hearing Committees simultaneously. There shall be no successive term limit with respect to membership on the Committees. Section 5:2 Jurisdiction: The Grievance Committee and Hearing Committee shall have the power and authority to hear and make determinations on allmatters involving a charge against any Participant or Subscriber relating to the following: [A] Failure to abide by the By-Laws or Rules and Regulations including IDX, VOW, Lockbox and other rules, regulations and policies as promulgated by the Board of Directors of the HUDSON GATEWAY MULTIPLE LISTING SERVICE, INC.; [B] Discouraging or advising ag