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Legal Update
FREC Chairperson Darla Furst

Florida Realtors/Florida Bar Residential Contract
 Subcommittee Chairman Gary Nagel

Florida Realtors Legal Counsels Margy Grant and
 Marcia Tabak
FREC Chairperson Darla Furst, Florida Realtors/Florida Bar Residential Contract
Subcommittee Chairman Gary Nagle and Florida Realtors Legal Counsel Margy Grant
and Marcia Tabak spoke largely about escrow accounts and how they are the “red
flag” to an audit. How many Brokers’ misuse this account and relayed a story about a
Tampa Broker, when using funds from the trust account for personal or other use, told
prosecutors that “all brokers” do it.
When using a title company or attorney’s escrow account, the Broker needs to make a
written request to the title company or attorney within three days to confirm that
escrow was deposited, and then has 10 days to update the seller of escrow deposit.
They then spoke about Listing Agreements and how they have to have a definite
expiration date (no notes added to the agreement that specify the listing will go
month to month unless the Seller notifies broker). The agreement needs to have an
accurate description of the property; a real price (not a “fill in” later on after the
broker “decides what to sell it for”) and state all fee and/or commissions. A copy of
the listing MUST be returned to the seller within 24 hours.
Any kind of transaction fee, service fee, administration fee is illegal, don’t charge them. Period. If you
are adamant about charging one, make sure you speak to an attorney first to get them to back you in
the event of a lawsuit. www.ca11.uscourts.gov/opinions/ops/200615308.pdfl (A case where customer
sued real estate company for RESPA violation.

On that same note, the Consumer Financial Protection Bureau is looking into changing the HUD-1:

         On Tuesday December 13, 2011, the Consumer Financial Protection Bureau (CFPB)
         debuted two updated versions of a draft replacement for the HUD-1 Settlement
         Statement. The two forms are five pages long. Each has a cover sheet that matches up
         closely with the proposed GFE/TIL forms the CFPB has been testing throughout the
         summer and fall. The next sheets look more like a conventional HUD-1 with minor
         variations. Of more interest is the latter sheets that continue to imply an intention to
         continue the policies of the 2009-10 RESPA reform.

         The new forms also continue to raise many questions about what will be contained in
         the underlying regulations governing them. CFPB promises to have its draft rule done
         on time, by July 2012. The industry must be actively engaged in this process
         throughout in order to ensure that the outcome is not harmful to consumers and the
         housing industry that serves them. Even though CFPB's online comment periods have
         been limited to seven days, the CFPB has expressly stated they will take written
         comment. (see the Realtor.org website for more info)

The panel also updated us on a lawsuit regarding a Buyer who bought a house, and two years later
found material defects (no permits and bad workmanship on a remodel). The new owners sued the
original owners saying they knew of the defects and did not disclose them. Initially, the new owners
won the lawsuit, but in appeal, the Court decided that the original owners were not responsible because
they did not personally know about the defects.

Lastly, we were reminded as Brokers that we should periodically check status’ of all licensee’s on the
DBPR website, checking the expiration dates of not only our agents, but also for your company.
Property Management Committee


       Chair: Mike Levine

       Vice Chair: Jill Boles
Last year was the first year they moved from being a counsel to a
committee:
• $1,500 budget             90 minute class/lecture time in August

They discussed the frustration they have because neither NAR nor
Florida Realtors do not provide any classes for Property Managers.

They voted on having Cynthia DeLuca do a 90 minute class because
she incorporates Florida law into her lecture.

They also voted on having dialog with NARPM, an organization that is
not affiliated with NAR, only out of frustration of not having any other
resources. Cooperating with NARPM is not the ideal, but better than
nothing:
          This lead to them tasking themselves with possibly developing
their own organization.
          At the next meeting they will bring information regarding
other organizations and suggestions with proposals on how these
organizations can help them organize.
                     Last action from Old Business is that apparently some MLS
                     boards do not meet the need for rentals, and they developed
                     a task force to work on these MLS issues.
Property Management Committee – New Business


Topics for New Business:

   1. Develop a Property Management Software platform that is not
      too expensive; easy to use and Florida Realtors approved

   2. Do a Property Management outreach
       1. How many Realtors do PM?
       2. NARDS profile should have PM profile
       3. Create survey to determine who and what type of
          properties they are managing


Lastly: The two core values the committee would like to be known to
have is Education and Policy Legislation, and for residential-only
Realtors to know that they are Realtors, too.
HOW TO SERVE AND EXCEL AT FLORIDA REALTORS AND NAR
Past NAR President Cathy Whatley, Moderator

Panelists: Moe Veissi, 2012 NAR President     Cynthia Shelton, 2012 NAR Region 5 VP
           Patti Ketcham, 2012 VC Education   Carlos Cruz, Industry Data Analysis Board
HOW TO SERVE AND EXCEL AT FLORIDA REALTORS AND NAR

               Committee involvement is about making contributions and
                  take action that will benefit members and clients!

 Cathy Whatley: How do you start?

 (Patti) Visit committees, but watch where you sit! It‟s not about you. Florida
  Realtors looks for geographic members in meetings. You may not be chosen
  because there are too many other members from your area

 (Carlos) Start at the local level – find a mentor – find what interests you –
  explore different committees


Cathy: What lessons have you learned?

 (Patti) As Chair, take “heel diggers” aside and seek them out outside the
  meeting and hear them out. Sometimes they just want to be heard.

 (Carlos) Speak out, get your thoughts on the table
Cathy: Best thing you did?

 (Patti) I reached out to committee members for help. How long has it been
  that you asked someone to help you? Are you asking the Chairman, “How can
  I help you?”

 (Carlos) People who are put in leadership roles are really good at it – so follow
  them and take notes!

Cathy: What are some qualities needed to actively contribute?

 (Patti) Have an engaging personality and getting people involved

 (Carlos) Have the ability to see the big picture – and do what‟s best for the
  Association

Cathy: Was there a time you were not chosen for a spot and how did you feel?

 (Carlos) Originally, rejected – but it‟s not about me

 (Patti) As you grow you find out to trust the wisdom of the decision-makers.
Introduced Moe and Cynthia:

 (Cynthia) Find your niche and work and mentor to find yourself

 (Moe) If you really want to be good at being a Realtor, staying involved will
  help you stay connected, educated and current. People begin to respect you
  and you learn to touch people. Without that, it‟s hard to serve your customers.


Cathy: How do you sign up with NAR?

 (Cynthia) The easy way, the NAR website: attend prior meetings, including
  state and local first – get to know the Vice Chair, Chair and staff member –
  approach them, email, follow up and physically apply at website. Make sure
  you keep your profile on NRDS updated – they research that for members who
  apply. Opens in March, closes before May, apply to serve! NAR directors have
  first dibbs.

 (Moe) Remember, we look for fair representations – not from president‟s
  state, not our friends, only those who really want to serve. Also, while
  lobbying, lobby the staff, they have lots of say regarding who could serve best
  in what area!
 (Moe con‟t) Remember, 16,000 people go for 2,800 positions. If you really
  want it, you have to go for it. If you get the opportunity, then you better make
  sure you produce!

Cathy: You have to step out. It can take one year before you get appointed, then
you have to perform. Even the Executive Committee does not get the
appointments that they go for or want. You‟re not the only “it” in town.

What can the grassroots do today to excel at NAR?

 (Moe) The way NAR is structured, the local level is still the strength of the
  Association. If you can‟t recognize how valuable you are as a cog in the wheel,
  you need to. RPAC investment, Call to Action, things like that are more
  important than you think – but when you touch 3 or 4 others to get involved,
  you are excelling. Get involved and everyone will be better for it.

Cathy: When decisions are made when your not involved, it‟s harder to accept
when the change comes.

Moe: Realize the amount of power you have as a Realtor. Your role is to be an
“action driver”. Remember the P P P P P:

                  Prior Planning Prevents Poor Performance
Local Board/Association Treasures Information Exchange



      Andrew Barbar, Chair

      Florida Realtors Treasurer
Local Board/Association Treasures Information Exchange

Andrew Barbar, Chair – Florida Realtors Treasurer

          Andrew introduced the candidate for 2014 Treasurer, Mike mcGrew

        Mike reminded us that our main asset is our MEMBERS – and we shouldn‟t forget it

 Florida Realtors has a new relationship with TD Bank:
             When Wachovia changed to Wells Fargo, they weren‟t happy with customer
                service, fees, etc., so they went „bank hunting‟ and found that TD Bank:
                         Want to passionately partner with Florida Realtors and local associations
                         Had the lowest fee structure than other banks investigated
                         They view Realtor‟s as important „partners‟
                         The have a program called “Infinity Program” providing benefits like
                           mortgage discounts to Realtor‟s customers
Andrew told story of how a New Jersey association got a CE program passed that allowed TD Bank
to give a First Time Home Buyer class specifically for Realtors who brought their potential buyer to
the class.

 Association investment program with NAR –
          Fees are very low
          High “overseeing” program
          You get to say how you want to invest (put my name on a list for more information)
Some wise advice from other Association Treasurers:

      Use NAR credit card processing – and save on processing fees
      When using payment plans, be careful with what incentives you give
      One Association earns $45,000 per year renting to a church on Sundays
      When investing, be careful where you put your money, because you can never always
       project where you are going….
      Do you have an investment policy? Should you?



Suggestions on projecting membership:

Next time you have a budget meeting, chart the last 8 – 10 years and trach where your
membership was and your volume sales dollar amount. Usually you can see a trend
and there is a 1 – 2 year lag in projections. As we increase in sales, membership will
follow in the next 1 – 2 years.

Also – contact local Real Estate schools and see what their attendance is – could be a
good barometer to use for the future

And lastly, on the DBPR website, look at the number of licenses in the metro areas;
when you see an increase, membership usually follows.
Public Policy Commi
  Chairman, Bob Hudgens
  Vice-Chair, Kathleen Gallagher McIver
  Executive Committee Liaison, John Sebree
Realtors Property Resource

           “RPR”

         Kristen Carr
http://blog.narrpr.com/intro-to-rpr/

The above address will take you to the site and explain what they do.

NAR has praised this service (Moe mentioned it at the Board Meeting)
and Florida Realtors also sees the advantages to it.

Kristen Carr is the Marketing Director and would love to come and
give us a demonstration:

• No public access
• No charge to Realtors
• Parcel-centric database
• Personalized branded reports
• Pricing and Research Tools
It is NOT a MLS or TAX TOOL
Data includes deed recordings, mortgages, data goes back 10 years

Tracks school zones
“heat” map technology
Recently a large REALTOR® association asked us to put together a list of
services and products their members could obtain elsewhere, for a fee, which
they can get in the Realtors Property Resource (RPR). This was a fun
activity! RPR is so feature rich, it includes tons of layers of data and has an
amazing toolset. While the system is super easy to use it can seem
overwhelming in a quick presentation. I wanted to share the list with you so
you get a good idea of what RPR offers REALTORS® - all through their
membership with the National Association of REALTORS®.

Affiliate company placement
Brokerage branding
Broker Data Tool
Broker Chart Service
CMA
Demographics
FEMA Flood Maps
Foreclosure/Distressed info
Historical listing comparisons
Home remodeling value calculator
Integrated MLS listings and public records
Investment Analysis Tool
Library of Reports
Listing Presentation Tool
Map Search
Market Activity & Trending Heatmaps
Market Analytics
Market Research
MLS listing & historical record search
Mobile site
Mortgage
Neighborhood analytics
Points of Interest Mapping
Property enhancement/modification data analysis tool
Property Search
Public Record Data
Realtor Valuation Model (RVM)
Sales Meeting content
School Zoning
School Ratings
Orientation for New Florida
    Realtors Directors


President Summer Green & CEO
       John Fridlington
To give us a sense of what it‟s like to be a Director:
    • There are 116,000 members
    • Florida Realtors is the most effective trade association
    • It‟s a culture that takes pride in being open

        The Management Team = A staff that‟s dedicated to customer service

                              Strategic Plan – New Pamphlet

                         Recognize that you are a MEMBER OF 3:
                                  Local - State - National

                         Priority for 2012: REALTOR ADVOCACY
                                    o Hired 2 more “Jack‟s”


Always remember who you represent when attending local and NAR meetings
Do your homework before the meeting
                  i.e. If you have an issue, remember there are 13 districts!

Florida Realtors is about legislative affairs! You have to sign up for committees!

We have a $16 million dollar budget – There are benefits in serving!
How Association Policy is Made:

                                Matter                Appropriate
Problem or issue
    identified               referred to               leadership
    requiring                appropriate              body passes
   Association                leadership               motion to
      action                     body                      act




                                Executive
    Executive
   Committee
                               Committee                Motion
                                 concurs,
advises Directors             recommends                sent to
      of its
recommendation
                              alternative or
                              recommends
                                                       Executive
                                  defeat              Committee




   Motion is                 Directors                If passed motion
 presented to                    may                   contains policy
                                                        position, new
   Board of                 pass, modify              policy statement
 Directors for                or defeat                   is issued.
 consideration                 motion

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Florida Realtors mid winter conference

  • 1. Legal Update FREC Chairperson Darla Furst Florida Realtors/Florida Bar Residential Contract Subcommittee Chairman Gary Nagel Florida Realtors Legal Counsels Margy Grant and Marcia Tabak
  • 2. FREC Chairperson Darla Furst, Florida Realtors/Florida Bar Residential Contract Subcommittee Chairman Gary Nagle and Florida Realtors Legal Counsel Margy Grant and Marcia Tabak spoke largely about escrow accounts and how they are the “red flag” to an audit. How many Brokers’ misuse this account and relayed a story about a Tampa Broker, when using funds from the trust account for personal or other use, told prosecutors that “all brokers” do it. When using a title company or attorney’s escrow account, the Broker needs to make a written request to the title company or attorney within three days to confirm that escrow was deposited, and then has 10 days to update the seller of escrow deposit. They then spoke about Listing Agreements and how they have to have a definite expiration date (no notes added to the agreement that specify the listing will go month to month unless the Seller notifies broker). The agreement needs to have an accurate description of the property; a real price (not a “fill in” later on after the broker “decides what to sell it for”) and state all fee and/or commissions. A copy of the listing MUST be returned to the seller within 24 hours.
  • 3. Any kind of transaction fee, service fee, administration fee is illegal, don’t charge them. Period. If you are adamant about charging one, make sure you speak to an attorney first to get them to back you in the event of a lawsuit. www.ca11.uscourts.gov/opinions/ops/200615308.pdfl (A case where customer sued real estate company for RESPA violation. On that same note, the Consumer Financial Protection Bureau is looking into changing the HUD-1: On Tuesday December 13, 2011, the Consumer Financial Protection Bureau (CFPB) debuted two updated versions of a draft replacement for the HUD-1 Settlement Statement. The two forms are five pages long. Each has a cover sheet that matches up closely with the proposed GFE/TIL forms the CFPB has been testing throughout the summer and fall. The next sheets look more like a conventional HUD-1 with minor variations. Of more interest is the latter sheets that continue to imply an intention to continue the policies of the 2009-10 RESPA reform. The new forms also continue to raise many questions about what will be contained in the underlying regulations governing them. CFPB promises to have its draft rule done on time, by July 2012. The industry must be actively engaged in this process throughout in order to ensure that the outcome is not harmful to consumers and the housing industry that serves them. Even though CFPB's online comment periods have been limited to seven days, the CFPB has expressly stated they will take written comment. (see the Realtor.org website for more info) The panel also updated us on a lawsuit regarding a Buyer who bought a house, and two years later found material defects (no permits and bad workmanship on a remodel). The new owners sued the original owners saying they knew of the defects and did not disclose them. Initially, the new owners won the lawsuit, but in appeal, the Court decided that the original owners were not responsible because they did not personally know about the defects. Lastly, we were reminded as Brokers that we should periodically check status’ of all licensee’s on the DBPR website, checking the expiration dates of not only our agents, but also for your company.
  • 4. Property Management Committee Chair: Mike Levine Vice Chair: Jill Boles
  • 5. Last year was the first year they moved from being a counsel to a committee: • $1,500 budget 90 minute class/lecture time in August They discussed the frustration they have because neither NAR nor Florida Realtors do not provide any classes for Property Managers. They voted on having Cynthia DeLuca do a 90 minute class because she incorporates Florida law into her lecture. They also voted on having dialog with NARPM, an organization that is not affiliated with NAR, only out of frustration of not having any other resources. Cooperating with NARPM is not the ideal, but better than nothing: This lead to them tasking themselves with possibly developing their own organization. At the next meeting they will bring information regarding other organizations and suggestions with proposals on how these organizations can help them organize. Last action from Old Business is that apparently some MLS boards do not meet the need for rentals, and they developed a task force to work on these MLS issues.
  • 6. Property Management Committee – New Business Topics for New Business: 1. Develop a Property Management Software platform that is not too expensive; easy to use and Florida Realtors approved 2. Do a Property Management outreach 1. How many Realtors do PM? 2. NARDS profile should have PM profile 3. Create survey to determine who and what type of properties they are managing Lastly: The two core values the committee would like to be known to have is Education and Policy Legislation, and for residential-only Realtors to know that they are Realtors, too.
  • 7. HOW TO SERVE AND EXCEL AT FLORIDA REALTORS AND NAR Past NAR President Cathy Whatley, Moderator Panelists: Moe Veissi, 2012 NAR President Cynthia Shelton, 2012 NAR Region 5 VP Patti Ketcham, 2012 VC Education Carlos Cruz, Industry Data Analysis Board
  • 8. HOW TO SERVE AND EXCEL AT FLORIDA REALTORS AND NAR Committee involvement is about making contributions and take action that will benefit members and clients! Cathy Whatley: How do you start?  (Patti) Visit committees, but watch where you sit! It‟s not about you. Florida Realtors looks for geographic members in meetings. You may not be chosen because there are too many other members from your area  (Carlos) Start at the local level – find a mentor – find what interests you – explore different committees Cathy: What lessons have you learned?  (Patti) As Chair, take “heel diggers” aside and seek them out outside the meeting and hear them out. Sometimes they just want to be heard.  (Carlos) Speak out, get your thoughts on the table
  • 9. Cathy: Best thing you did?  (Patti) I reached out to committee members for help. How long has it been that you asked someone to help you? Are you asking the Chairman, “How can I help you?”  (Carlos) People who are put in leadership roles are really good at it – so follow them and take notes! Cathy: What are some qualities needed to actively contribute?  (Patti) Have an engaging personality and getting people involved  (Carlos) Have the ability to see the big picture – and do what‟s best for the Association Cathy: Was there a time you were not chosen for a spot and how did you feel?  (Carlos) Originally, rejected – but it‟s not about me  (Patti) As you grow you find out to trust the wisdom of the decision-makers.
  • 10. Introduced Moe and Cynthia:  (Cynthia) Find your niche and work and mentor to find yourself  (Moe) If you really want to be good at being a Realtor, staying involved will help you stay connected, educated and current. People begin to respect you and you learn to touch people. Without that, it‟s hard to serve your customers. Cathy: How do you sign up with NAR?  (Cynthia) The easy way, the NAR website: attend prior meetings, including state and local first – get to know the Vice Chair, Chair and staff member – approach them, email, follow up and physically apply at website. Make sure you keep your profile on NRDS updated – they research that for members who apply. Opens in March, closes before May, apply to serve! NAR directors have first dibbs.  (Moe) Remember, we look for fair representations – not from president‟s state, not our friends, only those who really want to serve. Also, while lobbying, lobby the staff, they have lots of say regarding who could serve best in what area!
  • 11.  (Moe con‟t) Remember, 16,000 people go for 2,800 positions. If you really want it, you have to go for it. If you get the opportunity, then you better make sure you produce! Cathy: You have to step out. It can take one year before you get appointed, then you have to perform. Even the Executive Committee does not get the appointments that they go for or want. You‟re not the only “it” in town. What can the grassroots do today to excel at NAR?  (Moe) The way NAR is structured, the local level is still the strength of the Association. If you can‟t recognize how valuable you are as a cog in the wheel, you need to. RPAC investment, Call to Action, things like that are more important than you think – but when you touch 3 or 4 others to get involved, you are excelling. Get involved and everyone will be better for it. Cathy: When decisions are made when your not involved, it‟s harder to accept when the change comes. Moe: Realize the amount of power you have as a Realtor. Your role is to be an “action driver”. Remember the P P P P P: Prior Planning Prevents Poor Performance
  • 12. Local Board/Association Treasures Information Exchange Andrew Barbar, Chair Florida Realtors Treasurer
  • 13. Local Board/Association Treasures Information Exchange Andrew Barbar, Chair – Florida Realtors Treasurer Andrew introduced the candidate for 2014 Treasurer, Mike mcGrew Mike reminded us that our main asset is our MEMBERS – and we shouldn‟t forget it  Florida Realtors has a new relationship with TD Bank:  When Wachovia changed to Wells Fargo, they weren‟t happy with customer service, fees, etc., so they went „bank hunting‟ and found that TD Bank:  Want to passionately partner with Florida Realtors and local associations  Had the lowest fee structure than other banks investigated  They view Realtor‟s as important „partners‟  The have a program called “Infinity Program” providing benefits like mortgage discounts to Realtor‟s customers Andrew told story of how a New Jersey association got a CE program passed that allowed TD Bank to give a First Time Home Buyer class specifically for Realtors who brought their potential buyer to the class.  Association investment program with NAR –  Fees are very low  High “overseeing” program  You get to say how you want to invest (put my name on a list for more information)
  • 14. Some wise advice from other Association Treasurers:  Use NAR credit card processing – and save on processing fees  When using payment plans, be careful with what incentives you give  One Association earns $45,000 per year renting to a church on Sundays  When investing, be careful where you put your money, because you can never always project where you are going….  Do you have an investment policy? Should you? Suggestions on projecting membership: Next time you have a budget meeting, chart the last 8 – 10 years and trach where your membership was and your volume sales dollar amount. Usually you can see a trend and there is a 1 – 2 year lag in projections. As we increase in sales, membership will follow in the next 1 – 2 years. Also – contact local Real Estate schools and see what their attendance is – could be a good barometer to use for the future And lastly, on the DBPR website, look at the number of licenses in the metro areas; when you see an increase, membership usually follows.
  • 15. Public Policy Commi Chairman, Bob Hudgens Vice-Chair, Kathleen Gallagher McIver Executive Committee Liaison, John Sebree
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  • 24. Realtors Property Resource “RPR” Kristen Carr
  • 25. http://blog.narrpr.com/intro-to-rpr/ The above address will take you to the site and explain what they do. NAR has praised this service (Moe mentioned it at the Board Meeting) and Florida Realtors also sees the advantages to it. Kristen Carr is the Marketing Director and would love to come and give us a demonstration: • No public access • No charge to Realtors • Parcel-centric database • Personalized branded reports • Pricing and Research Tools It is NOT a MLS or TAX TOOL Data includes deed recordings, mortgages, data goes back 10 years Tracks school zones “heat” map technology
  • 26. Recently a large REALTOR® association asked us to put together a list of services and products their members could obtain elsewhere, for a fee, which they can get in the Realtors Property Resource (RPR). This was a fun activity! RPR is so feature rich, it includes tons of layers of data and has an amazing toolset. While the system is super easy to use it can seem overwhelming in a quick presentation. I wanted to share the list with you so you get a good idea of what RPR offers REALTORS® - all through their membership with the National Association of REALTORS®. Affiliate company placement Brokerage branding Broker Data Tool Broker Chart Service CMA Demographics FEMA Flood Maps Foreclosure/Distressed info Historical listing comparisons Home remodeling value calculator Integrated MLS listings and public records Investment Analysis Tool
  • 27. Library of Reports Listing Presentation Tool Map Search Market Activity & Trending Heatmaps Market Analytics Market Research MLS listing & historical record search Mobile site Mortgage Neighborhood analytics Points of Interest Mapping Property enhancement/modification data analysis tool Property Search Public Record Data Realtor Valuation Model (RVM) Sales Meeting content School Zoning School Ratings
  • 28. Orientation for New Florida Realtors Directors President Summer Green & CEO John Fridlington
  • 29. To give us a sense of what it‟s like to be a Director: • There are 116,000 members • Florida Realtors is the most effective trade association • It‟s a culture that takes pride in being open The Management Team = A staff that‟s dedicated to customer service Strategic Plan – New Pamphlet Recognize that you are a MEMBER OF 3: Local - State - National Priority for 2012: REALTOR ADVOCACY o Hired 2 more “Jack‟s” Always remember who you represent when attending local and NAR meetings Do your homework before the meeting i.e. If you have an issue, remember there are 13 districts! Florida Realtors is about legislative affairs! You have to sign up for committees! We have a $16 million dollar budget – There are benefits in serving!
  • 30. How Association Policy is Made: Matter Appropriate Problem or issue identified referred to leadership requiring appropriate body passes Association leadership motion to action body act Executive Executive Committee Committee Motion concurs, advises Directors recommends sent to of its recommendation alternative or recommends Executive defeat Committee Motion is Directors If passed motion presented to may contains policy position, new Board of pass, modify policy statement Directors for or defeat is issued. consideration motion