Marathon and Lower Keys Association of REALTORS®, Inc.

1. Purpose and Scope

Everyone who serves in an MLKAR leadership or volunteer role must keep the business of closed meetings confidential, during and after their service. The Marathon and Lower Keys Association of REALTORS®, Inc. (“MLKAR” or “the Association”), a local association chartered by Florida Realtors® and the National Association of REALTORS® (NAR), adopts this policy so leaders can deliberate openly and members can trust how their information is handled.

This policy applies to the following “Covered Persons”:

  • Officers and members of the Board of Directors, including the Executive Committee/Executive Board
  • Members of all standing, special, and ad hoc committees
  • Members of any task force, work group, or strategic planning group
  • Members of the Professional Standards Committee and Grievance Committee, including hearing panelists, mediators, and ombudsmen
  • Any other member, guest, or advisor the President or Chief Executive Officer (CEO) invites into a closed meeting

2. Definitions

Closed Meeting means any meeting, session, or portion of a meeting of the Board of Directors, Executive Committee, any committee, task force, or strategic planning group that is not open to the general membership or the public. This includes executive sessions, whether held in person, by phone, by video conference, or by any other electronic means.

Confidential Information means any information a Covered Person learns, receives, or creates through their MLKAR role, in any form (spoken, printed, emailed, texted, posted to a shared drive, or recorded), that has not been publicly released by the Association. It includes, without limitation:

  • Discussions, deliberations, opinions, and individual votes in a Closed Meeting
  • Agendas, packets, drafts, reports, and minutes not yet approved and released
  • Financial records, budgets, contracts, vendor terms, and negotiations
  • Personnel, staffing, and compensation matters
  • Legal matters, claims, and advice of counsel
  • Strategic plans, partnership, affiliation, or organizational-structure discussions
  • Member records and personal information, including dues status, contact data, and MLS access or compliance matters
  • Professional Standards, Grievance, arbitration, mediation, and MLS citation matters
  • Any item the presiding officer or CEO identifies as confidential

3. Obligations of Covered Persons

Covered Persons hold Confidential Information in trust for the Association and use it only to carry out their MLKAR duties. Each Covered Person agrees to:

  1. Not disclose Confidential Information to anyone outside the body that received it, including other members, brokers, agents in their office, clients, family, the media, or other associations, unless the Association has released it (Section 4).
  2. Not attribute statements, positions, or votes to any individual who took part in a Closed Meeting.
  3. Speak for MLKAR only when authorized. Official statements come from the President, the CEO, or their designee.
  4. Direct questions about Closed Meeting business to the President or CEO rather than answering them.

3.1 Digital communications and materials

The same duty applies to everything shared electronically. Covered Persons agree to:

  • Not forward, screenshot, copy, download, or re-share confidential emails, texts, group chats, shared-drive files, or meeting packets beyond the intended recipients
  • Not record any Closed Meeting (audio, video, or transcription tool) without the presiding officer’s express permission
  • Join virtual Closed Meetings from a private location where others cannot see or hear the meeting
  • Not post or discuss Confidential Information on social media, listservs, or public forums
  • Not upload Confidential Information into public or third-party AI tools, translation apps, or other services that store or reuse what is entered
  • Keep devices and accounts used for MLKAR business reasonably secure (passcodes, no shared logins)

4. What May Be Shared, and Exceptions

Covered Persons may share information once the Association has released it. Released information includes:

  • Approved minutes, once the body has formally approved them and the Association has made them available to members
  • Announced decisions, meaning outcomes the President or CEO has communicated to the membership (for example, in the weekly newsletter, at a membership meeting, or on mlkar.com)
  • Information that is already public through no breach of this policy

Even after a decision is announced, the discussion and individual votes that led to it stay confidential.

This policy does not prevent a Covered Person from:

  • Sharing information with other Covered Persons or MLKAR staff who need it for Association business
  • Consulting the Association’s legal counsel, accountant, or auditor
  • Complying with a subpoena, court order, or other legal requirement, after promptly notifying the CEO where the law allows
  • Reporting suspected illegal conduct to law enforcement or a government agency, or exercising any right protected by law
  • Raising a good-faith concern about Association governance through MLKAR’s own channels (the President, the CEO, or the Board)

5. Special Duties

5.1 Professional Standards and Grievance matters

Ethics complaints, arbitration requests, mediation, and MLS citation matters carry heightened confidentiality. Members of the Professional Standards and Grievance Committees, hearing panelists, mediators, and ombudsmen must follow the confidentiality requirements of the NAR Code of Ethics and Arbitration Manual and Florida Realtors procedures. This policy adds to those requirements and never replaces them. Those matters may be discussed only with the parties, the panel, staff, and counsel involved, and only as those procedures allow.

5.2 No personal or business advantage

Covered Persons must not use Confidential Information for personal, brokerage, or business advantage. Examples include using member data for prospecting or recruiting, or acting on knowledge of an upcoming vendor, MLS, or policy decision before it is announced. A Covered Person with a personal or business interest in a matter must disclose it and follow the Association’s conflict-of-interest rules.

5.3 Antitrust

Nothing in a Closed Meeting may be used, and no discussion may take place, to coordinate commission rates, fees, or other business terms among competing firms. This policy does not authorize any confidential discussion that antitrust law prohibits.

6. Duration, Materials, Reporting, and Consequences

6.1 Duration

The duty of confidentiality begins when a person becomes a Covered Person and continues after their term, appointment, or membership ends.

6.2 Return of materials

When their service ends, or on request of the President or CEO, Covered Persons must return or securely delete Association materials in their possession, including printed packets, downloaded files, and saved emails, except where the law requires them to be kept.

6.3 Reporting a breach

A Covered Person who learns of a possible breach, including their own accidental disclosure, should promptly report it to the President or the CEO. Good-faith reports will not be held against the person making them. The President and CEO will review the report and refer it to the Board of Directors when warranted.

6.4 Consequences

The Board of Directors may act on a breach after giving the Covered Person notice and an opportunity to respond. By majority vote, the Board may:

  • Remove the person from any committee, task force, panel, or other appointed position
  • Declare the person ineligible for appointment to any MLKAR committee, task force, or panel for up to three (3) years
  • Take action regarding an elected office in accordance with the procedures in the MLKAR Bylaws

These actions are separate from, and do not limit, any remedy available under the NAR Code of Ethics, MLS rules, Florida Realtors policy, or law.

7. Annual Acknowledgment and Adoption

7.1 Annual acknowledgment

Every Covered Person must sign the MLKAR Confidentiality Acknowledgment each calendar year, and before taking part in their first Closed Meeting of that year. Signing may be done online through the Association’s electronic form or on the printed form at a meeting. A person who has not signed may be asked to step out of a Closed Meeting until they do.

Guests invited into a single Closed Meeting may instead acknowledge this policy verbally, recorded in the minutes.

The Association keeps signed acknowledgments on file for at least three (3) years and may cite them at any time this policy is at issue.

7.2 Reminders at meetings

The presiding officer may open any Closed Meeting by noting that this policy applies, and the minutes may record that reminder.

7.3 Adoption and review

Adopted by the MLKAR Board of Directors on ____________. The Board will review this policy at least every two (2) years. Questions about this policy should be directed to the CEO.

Marathon and Lower Keys Association of REALTORS®, Inc. · 5800 Overseas Highway #15, Marathon, FL 33050