Notice of Action by Written Ballot of Members, Saint Paul Area Association of REALTORS®

Pursuant to Articles XII and XVI of the Bylaws of the Saint Paul Area Association of REALTORS® (“SPAAR”), you are entitled to cast votes on the following proposed ballot question.

Background: The SPAAR Board of Directors has met and unanimously recommends a merger of the Minneapolis Area REALTORS® and the Saint Paul Area Association of REALTORS®. MAR and SPAAR will be conducting joint information sessions and soliciting member feedback between now and the meeting of the boards on September 24, at which the boards may vote to execute and sign the merger agreement subject to approval by the Members during the all member vote outlined below. Members will vote whether to approve the merger per the bylaws and as explained below.

Merger Finalization Documents:

The board has unanimously recommended this merger. It will review and may approve the final merger agreement, the amended bylaws, and the name of the combined entity at its September 24 meeting. If the board approves these documents on September 24, they will be made available for members to review before casting their vote through three options:

1. You can review the documents when you review and open your electronic ballot during the voting period. The links will be on your ballot to the documents whether you vote via a written ballot or electronically.

2. You can go to https://spaar.com/spaar-mar-merger/. The documents will be added after the board approval on September 24 and no later than 9 AM on Monday, September 28.

3. You may come to SPAAR beginning on Monday, September 28 at 9 AM through the conclusion of the voting period of Friday, October 2 at 3 PM. Printed copies will be provided to you at no charge.

Saint Paul Area Association of REALTORS®
325 Roselawn Ave E
St. Paul, MN 55117

(651) 776-6000

How to Vote:

Electronic Ballots: The primary means of voting will be by electronic ballot. A link with voting instructions will be emailed to you the morning of Tuesday, September 29. The instructions will prompt you to your unique electronic ballot. On that ballot will be a link where you can review the approved merger agreement, the new entities proposed bylaws, as well as the proposed name for the merged entity, which you can review prior to casting your vote. Electronic voting will begin at 9 AM CST on Tuesday, September 29. All electronic votes must be cast by 3:00 PM CST on Friday, October 2.

Written Ballots: Any member who has opted out of conducting SPAAR business by electronic means, or who otherwise wishes to cast their ballot in writing may do so by completing a written ballot. A written ballot will be mailed via USPS mailing to all SPAAR members at the address you have most recently recorded with the association. If you do not wish to vote electronically, you may complete this written ballot and scan it to SPAAR during the voting period outlined above by emailing the ballot to spaar@spaar.com. You may also complete it and deliver it in person during the voting period, which begins at 9 AM CST on Tuesday, September 29, and ends at 3:00 PM CST on October 2. All written ballots must be delivered to SPAAR within this voting period to be counted.

Saint Paul Area Association of REALTORS®
325 Roselawn Ave E
St. Paul, MN 55117

(651) 776-6000

BALLOT QUESTION:

Do you approve the board’s unanimous recommendation to merge the Minneapolis Area REALTORS® and the Saint Paul Area Association of REALTORS®? By voting yes, you adopt the board’s recommendation, including:

· The merger agreement

· Amending SPAAR’s Bylaws, which includes replacing the current bylaws with the new bylaws

· The entity’s new name

How do you vote?

· YES

· NO

Reviewing the Merger Agreement, the New Bylaws, and the New Name: You will be able to review these documents and new name consistent with the section “Merger Finalization Documents” as described above in this notice.

Number of Votes Required to Approve Actions: Per SPAAR’s Bylaws, 50 votes must be cast, a majority of which are required for the action to become effective for SPAAR.

Information About the Proposed Action for Merger: Refer to the SPAAR & MAR Merger Page for the details about Action 1 by clicking on that hyperlink or by visiting https://spaar.com/spaar-mar-merger/.

Prior to the vote, SPAAR will also be holding information sessions with MAR about these proposed changes, dates and times below:

Brokerage Leader Only Sessions:

· September 1, 1–2:30pm – At the SPAAR Office OR virtually

· September 3, 11am to 12:30pm – At the Minnesota Realtors® Office or virtually

All Member Sessions:

· September 8, 1–2:30pm – At the Minnesota Realtors® Office or Virtually

· September 10, 10–11:30am – At the SPAAR Office or virtually

· September 15, 1–2:30pm – At the Minnesota Realtors® Office or virtually

· September 16, 2–3:30pm – At the SPAAR Office or virtually

Office Meeting Broadcasts: SPAAR and MAR will also partner with brokerages that have office meetings from 9:15–10:15am on September 8 and September 15 to do virtual broadcasts to those offices about the proposed merger. Check with your broker if they will be hosting the live broadcast and register accordingly.

Dated and effective this 20th day of August 2026 on behalf of the SPAAR Board of Directors by:

Danielle “Bickham” Pelton

SPAAR President

This may come as a surprise to some members, especially those who have long believed the two organizations were “too different” to ever come together.

The reality is that SPAAR and MAR have spent years working more closely together on behalf of members, brokers and the industry. Along the way, we discovered that the associations are more alike than different, and most of the challenges, opportunities and goals are shared.

After several months of discussion and evaluation, both organizations’ leadership teams came to believe this is a unique time and opportunity to create one association that maximizes the associations’ different strengths and histories while carrying the Realtor® mission even further for the collective 16,000 members.

This proposal is not about replacing each association’s legacy. It is about honoring the work that brought SPAAR and MAR here while creating something strong enough to serve future generations of Realtors® better than either association could individually.

No.

One of the reasons this conversation became possible is because both organizations are coming to the table from positions of strength and with a growth mindset. Neither association is struggling financially or operationally.

Leadership believes this is an opportunity to be proactive about the future and double down on things that are unique, including complementary strengths to provide even better value for all in collective region.

Many of the things that affect SPAAR and MAR members today no longer stop at association boundaries.

Agents increasingly work across the metro. Brokers operate across multiple markets. Advocacy issues often require regional collaboration. Technology investments continue to become more important and more expensive.

At the same time, SPAAR and MAR have built a high level of trust through years of working together. Leadership believes that foundation creates an opportunity that may not always exist.

Simply put, the timing feels right to explore what can be accomplished together.

The board believes members stand to benefit from:

• A simpler, more consistent experience across the Twin Cities and greater surrounding area.
• A stronger and more coordinated advocacy presence.
• Broader networking opportunities and professional relationships.
• Access to more tools, resources, education and programming.
• Greater organizational capacity to invest in future member value.

Most importantly, SPAAR and MAR believe members should spend less time navigating organizational differences and more time serving clients and growing their businesses.

The new unified association would continue to maintain both offices.

The SPAAR office, located at 325 Roselawn Ave E in St. Paul would be the East metro location.

The MAR Office, which will be located at 10900 Wayzata Blvd in Minnetonka, would be the West metro location.

This will enable the membership to use the office location that is most convenient for them to take classes, purchase lockboxes or store items, or attend other events and programs.

SPAAR and MAR understand this concern because this question has come up from staff and members alike.

Both organizations have proud and rich histories existing for more than 100 years, and have built strong cultures that have also evolved over that period. It’s undeniable that there are unique aspects to those cultures and identities; however, it’s increasingly apparent through collaboration that there are more things that unite the associations than separate them. Generations of leaders who helped build these cultures provided an opportunity to bring the best of both together and breathe that into the newly imagined entity, setting the associations up for even greater success for all members.

This proposal is not about replacing each association’s legacy. It is about honoring the work that brought them here while creating something stronger together to serve future generations of Realtors® better than either association could do individually.

That’s a fair question.

In many ways, the associations already do. The two associations have partnered on advocacy efforts, lockbox programs, MLS initiatives, broker outreach, leadership programs and numerous industry issues over the years.

As leadership continued working together, they found themselves asking whether members would be better served if they moved beyond coordination and built one organization designed to tackle these challenges together from the start. It’s also been clear that partnership relies heavily on a huge time investment of those in board and staff leadership. This is time that could be invested in more meaningful member engagement rather than administrative coordination. This close partnership has not always existed and it is largely because of the alignment and willing mindsets of the leaders and, without a merger, there is no guarantee that will continue as leaders move on and new leaders join.

There will be a transitional Board for the first year of the merger led by 2026 MAR President-Elect Geoffrey Bray, who will be supported by SPAAR CEO Gabe Walsh, who will remain in his position. Officers of the board would be a mix of current SPAAR and MAR Board leaders.

SPAAR and MAR believe strongly in the value of the three-way agreement and belonging to a local, state and national association. Together, they will continue to forge a strong partnership with the state association, and the state will continue to be the connector for all of Minnesota.

SPAAR and MAR will continue to work alongside other locals to benefit the broader Realtor® community.

Cost efficiencies are certainly one benefit, but they are not the only reason leadership is recommending this merger.

The larger opportunity is creating greater member value that is sustainable in an ever-changing business environment. The focus has been on how the associations can strengthen advocacy, deepen member relationships, expand programming, invest in better tools and technology and create an organization with the scale to remain relevant and impactful for years to come.

While pricing cannot be set for the merged company unless and until the merger closes, the associations believe that natural scaling and reducing duplication of efforts will enable them to provide increasingly competitive pricing that will benefit all members and thereby the consumers they serve.

SPAAR and MAR know there will be synergies as well as redundancies to work through, which will create greater efficiency in the long term than either organization can achieve alone.

SPAAR and MAR would not be transparent if they said there were none.

Throughout this process, leadership discussed concerns including:

• Cultural integration.
• Preserving a sense of belonging for members.
• Governance changes.
• Integrating technology and membership systems and processes.

These are real considerations and, if approved, the associations are confident in their ability to mitigate risks through careful planning, ongoing listening and transparent communication and roll-out. Their recommendation reflects the belief that long-term opportunities outweigh the challenges. While challenges may exist, SPAAR and MAR are confident they will work through them effectively.

No. The merger itself will only move forward if members approve it through the voting process, achieving a simple majority of those who participate. All members have the opportunity to vote.

The SPAAR and MAR boards have formally and officially recommended a merger as the best path forward for our memberships.

The next phase is about listening, sharing information and answering questions. Keep an eye out for opportunities to attend broker and agent town halls about this potential merging of associations.

SPAAR and MAR fully expect members to have questions, concerns and differing opinions. In fact, many of those same questions were raised by leaders throughout this process.

Keep an eye out for opportunities to attend broker and agent town halls about this potential merging of associations. Members may also send any questions or concerns to merger@spaar.com or info@mplsrealtor.com, and the leadership team will be in touch.

The most important way to ensure all voices are heard is through participating in the Realtor® member vote taking place September 29 through October 2.

First, SPAAR and MAR understand. This is a significant decision involving organizations that have served Realtors® for generations. Healthy skepticism is appropriate.

Members are asked to keep an open mind, attend a listening session, ask questions and evaluate the recommendation through the lens of where the real estate industry is heading over the next decade.

Many of those involved at the leadership level began this process with these questions and more. After months of discussion and due diligence, the associations came to believe that bringing both organizations together creates a stronger future and more opportunity for all members, the profession and the consumers served.

While there is certainly much work ahead, SPAAR and MAR are excited about the possibilities and grateful for the thoughtful engagement of all members as this important step together is considered.

SPAAR and MAR welcome conversation with the Boards of Directors, who unanimously support this recommendation and also with the current CEOs Gabe Walsh (SPAAR) or Carrie Chang (MAR).

Who can vote? Any active Realtor® member in good standing is eligible to vote.

Electronic Ballots: The primary means of voting will be by electronic ballot. A link with voting instructions will be emailed to you the morning of Tuesday, September 29. The instructions will prompt you to your unique electronic ballot. On that ballot will be a link where you can review the approved articles of mergers, the new entities proposed bylaws, as well as the proposed name for the merged entity, which you can review prior to casting your vote. Electronic voting will begin at 9 AM CST on Tuesday, September 29. All electronic votes must be cast by 3:00 PM CST on Friday, October 2.

Written Ballots: Any member who has opted out of conducting SPAAR business by electronic means, or who otherwise wishes to cast their ballot in writing may do so by completing a written ballot. A written ballot will be mailed via USPS mailing to all SPAAR members at the address you have most recently recorded with the association. If you do not wish to vote electronically, you may complete this written ballot and scan it to SPAAR during the voting period outlined above by emailing the ballot to spaar@spaar.com. You may also complete it and deliver it in person during the voting period, which begins at 9 AM CST on Tuesday, September 29, and ends at 3:00 PM CST on October 2. All written ballots must be delivered to SPAAR within this voting period to be counted.

Saint Paul Area Association of REALTORS®
325 Roselawn Ave E
St Paul, MN 55117

(651) 776-6000

Below are the SPAAR and MAR merger information sessions with options for brokers and all members as well as in-person and virtual offerings:

SPAAR Leader Town Hall, August 27 from 1-3pm at SPAAR

Brokerage Leader Information Session, September 1 from 1-2:30pm at SPAAR or via Zoom

Brokerage Leader Information Session, September 3 from 11am to 12:30pm at MNR or via Zoom

Office Meeting Broadcast, September 8 from 9:15-10:15am (virtual only)

SPAAR and MAR All-Member Information Session, September 8 from 1-2:30pm at MNR or via Zoom

SPAAR and MAR All-Member Information Session, September 10 from 10-11:30am at SPAAR or via Zoom

Office Meeting Broadcast, September 15 from 9:15-10:15am (virtual only)

SPAAR and MAR All-Member Information Session, September 15 from 1-2:30pm at MNR or via Zoom

SPAAR and MAR All-Member Information Session, September 16 from 2-3:30pm at SPAAR or via Zoom

Both MAR and SPAAR are incorporated and registered as Minnesota non-profit corporations. Likewise, both organizations exist to serve REALTOR® members and utilize the revenue that they generate to invest in member programs and services to support their members real estate businesses.

The combined entity would also be a non-profit corporation and would file for tax exempt status under 501(c)(6) of the IRS Code.

The SPAAR and MAR boards will vote on the name of the combined entity at its September 24 meeting. The name will be included in the final approved merger agreement and bylaws which you will be able to review following the September 24 board meeting and prior to casting your vote.