Here’s something that doesn’t happen every day: One of the largest local Realtor associations in Texas will hold an emergency meeting next week to vote on whether two of their officers should be removed from the board of directors.

Here’s something that doesn’t happen every day: One of the largest local Realtor associations in Texas will hold an emergency meeting next week to vote on whether two of their officers should be removed from the board of directors.

On April 5, members of the San Antonio Board of Realtors (SABOR) will decide whether to comply with a petition asking for the ouster of SABOR Chair Michele Bunting Ross and Chair-Elect Yvette Allen three months into their one-year terms.

Screen shot of email sent to SABOR membership on March 21, 2017

The meeting has caused at least one distressed SABOR member to seek help from the National Association of Realtors. The vote also comes as SABOR and the Austin Board of Realtors are exploring merging their MLSs and may impact merger talks, Bunting Ross told Inman.

Petition and accusations

Yvette Allen

The petition was created by members of the SABOR board of directors and received signatures from 11 of the 19 directors — above the 51 percent threshold needed to hold a member vote, according to SABOR President and CEO Angela Shields.

She declined to name the charges against Bunting Ross and Allen, saying that the board of directors would vote on whether to release the petition language to the public on Wednesday. According to Bunting Ross and Allen, they are both being accused of violating their fiduciary duty to obedience and of creating conflicts with SABOR staff members.

Neither has seen a detailed list of allegations that was circulated to some board members before they signed the petition, Bunting Ross and Allen told Inman, so they do not know exactly what they have been accused of doing wrong.

“We just keep asking, ‘What did we do that is so bad it would cause a removal?’ That’s really just the question,” Allen told Inman in an interview.

“They said we violated our fiduciary duties, but we didn’t violate any laws or steal any money,” Bunting Ross said in an interview. This is her sixth year serving on SABOR’s board of directors.

Both Allen and Bunting Ross suspect they are being targeted for “going up against the establishment” — namely, Shields — and for asking questions about why things are done the way they’re done.

In response, SABOR spokeswoman Suzanne Westrum said Bunting Ross and Allen are spreading “misinformation.”

SABOR, Shields, Bunting Ross and Allen have all hired outside counsel. SABOR also has in-house counsel.

The situation in San Antonio appears to be rapidly deteriorating. Shields’ attorney emailed Bunting Ross today to let her know that Shields was suing her for making “false and disparaging statements” against her, Bunting Ross said.

SABOR declined to confirm the lawsuit, directing questions to Shields’ lawyer, Jeffrey Goldberg. Goldberg has not responded to a request for comment.

Power struggle

Bunting Ross said that she and Shields have “butted heads” on a number of items, but that things came to a head when Bunting Ross suggested putting together a task force to review the CEO’s salary.

An update to NAR’s core standards last year required associations to adopt policies and procedures for conducting annual performance reviews of their chief paid staff and to annually certify that such a review was conducted.

Michele Bunting Ross

Shields has been SABOR’s CEO since 2010, makes more than $200,000 a year, and has “never had a formal review,” Bunting Ross said.

She said she “didn’t feel comfortable” giving Shields a raise without the board deciding on set goals and objectives for the association.

Bunting Ross also said that while she thinks SABOR’s finances are in order, she finds it “unacceptable” that as chairman of the board she is not able to obtain financial information when she requests it.

“None of us have ever seen the complete budget of our association. We get dribs and drabs. People would have questions if they could see more detail,” Bunting Ross said.

She sits on the city council of her town, Shavano Park, and is used to open, transparent records.

“I just feel our membership is entitled to it as well because it’s our member dollars that pay for everything,” she said.

A “power struggle” regarding how the association is run and a “personality conflict” between Bunting Ross and Shields seem to be the driving forces behind the upcoming vote, according to Bunting Ross.

“Staff controls pretty much everything and they tell us what we can and cannot do. We’ve allowed the association to get kind of backwards because it’s not member-driven,” she said.

Bunting Ross noted that she and Allen have been “intimately involved” in MLS merger discussions with the Austin Board of Realtors and other local associations. Those friendships with other association leaders “would be lost” if she and Allen were deposed, delaying the discussions and a potential member benefit, she said.

For her part, Allen believes she was singled out for not agreeing to go along with Shields’ alleged plan to remove Bunting Ross as board chair. Allen just wanted to be neutral, she said.

“My biggest thing is what does this say to future leaders? That if you have a voice you’ll be removed if your opinion is different than the president or CEO? What an awful precedent for our future,” Allen said.

“Tell us what we did wrong. Having an opinion is not a reason for removal. It’s so un-American,” she added.

Response from Shields

Angela Shields

In an interview, Shields denied Allen’s allegation that there was a plan to oust Bunting Ross and that Allen was pressured to participate.

“I will emphatically deny her statements,” Shields said.

“Frankly, I’m the administrator of the rules and regulations, the policies, the bylaws. I have no role in wanting someone to be removed. My role is to be very neutral,” she added.

“[Staff] do not get involved in the politics. This was a board of directors decision.”

She declined to offer more details.

“There are a lot of rumors and accusations and different things flying out there. Our stance is that we have not been speaking to any of the details of it just because we have been trying to allow for due process so we’ve been very professional and not engaging in any of the rhetoric,” she said.

“Everything will be discussed at that [April 5] meeting where it should be discussed,” she added.

But in a later email, Shields responded to Bunting Ross’s comments.

“First, the petition to remove the Chairman and Chair-Elect has absolutely nothing to do with SABOR personnel,” Shields said.

“SABOR is in complete compliance with NAR’s Core Standards. In reviewing the minutes of the Executive Committee and Board of Directors you would find that Ms. Bunting Ross has not placed on the agenda for consideration any discussions regarding personnel matters including the review process.”

Past chairmen of the board have conducted Shields’ reviews, according to Westrum, a SABOR spokeswoman.

SABOR’s Budget and Finance Committee, which is made up of members, reviews the association’s financials monthly, according to Shields.

“Our budget is prepared annually through the Budget and Finance Committee. This is then submitted to the Executive Committee for approval, and finally to the Board of Directors for their approval. In addition, we have a thorough audit annually,” she said.

“SABOR is a member-driven organization. Our committees, who drive the decisions and strategy of the association, are all comprised of members. This includes the Budget and Finance Committee, Executive Committee and the Board of Directors.”

Bunting Ross disputed Shields’ assertion that the petition had nothing to do with SABOR personnel, that past “reviews” of Shields were adequate, and that the board of directors receives the full budget. The budget is prepared by staff and the board does not get “line item details” about how the association spends its money, she said.

She reiterated that she believes the association’s finances are fine, but “who would really know because it’s not transparent. In Houston, I can go on their website and look at their full budget, which is huge.”

And she thought it was “kind of funny” that Shields said Bunting Ross had not put the review process on the board’s agenda because it’s the staff that draws up the agenda.

“My [board] meeting is tomorrow morning at 9 a.m. I [still] don’t know what’s on the agenda,” Bunting Ross said, adding that she’d brought up the review process during meetings twice this year.

A plea for NAR’s help

In an ActiveRain blog post Monday, SABOR member Clark Niblock penned an “urgent” — and dramatic — request for help from NAR’s leadership team.

“The San Antonio Board of Realtors is in a significant crisis,” he wrote.

“The San Antonio Board is being shaken to its core by allegations, counter allegations, innuendo, implications of retribution and bullying, unkind back room whispers, nasty social media exchanges and the sad likelihood of a SABOR officer leadership coup.”

“The situation is dire. Lawyers have been hired and lawsuits seem a very real possibility,” he added.

Niblock said he had “lost confidence” in SABOR’s staff under Shields’ leadership and wondered why the situation did not go to mediation before initiating a removal process.

He requested that NAR attend the April 5 meeting and offer its “leadership, counsel, advice, concern, influence, and intervention to stop this war of destruction at our board.”

“I know of no legitimate reason for either one of these individuals to be removed in this bizarre, unprecedented act that appears to violate fairness and due process,” Niblock added.

For her part, Shields responded, “[Niblock] is one of 10,000 some-odd members and he’s writing his opinion. I imagine we’re going to see opinions from both sides as this goes forward, so that’s basically all I would say about that.”

NAR offers assistance, but SABOR must request it

In an emailed statement, NAR said that it aims to provide resources to help association staff and volunteer leadership avoid and address situations such as the one Niblock described, including tools for managing relationships with volunteer leadership, model bylaws and mediation training.

“We encourage all associations and leadership to take advantage of those resources and would be happy to discuss them with SABOR staff at the request of SABOR’s board of directors,” the million-member trade group said.

“Such a request by the board of directors should be directed to Katie Johnson, NAR’s general counsel and senior vice president of law, policy, and association leadership development. Absent such a request, NAR does not insert itself into local governance issues.”

NAR added that it appears that SABOR is adhering to the procedure set forth in their bylaws to remove officers and directors.

“This process mirrors the sample provided in NAR’s model bylaws for local associations. The officer removal process requires a three-fourths majority vote of the members present at the general membership meeting,” the national association said.

“Provided that the procedures set forth in their bylaws are followed, there is no apparent legal risk to the association.

“As always, local associations are focused on serving the best interest of their membership, and we hope that a resolution to this situation is reached so that SABOR can continue focusing on that goal.”

Looking forward to the meeting

Bunting Ross and Allen are looking forward to saying their piece at the April 5 meeting, though they don’t yet know the format of the meeting or if they will be allowed to bring witnesses.

Allen pointed out that neither she nor Bunting Ross had been warned or written up in any way before the petition was circulated.

“I keep thinking I’m going to wake up from this nightmare,” Allen said.

One positive thing that has come about is that members are starting to ask questions about what’s going on and that will get them more involved, she added.

Bunting Ross said she was “sad” for the association, but “not at all embarrassed for standing up for the members.”

Email Andrea V. Brambila.

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