Offices

ARTICLE I

Offices

1.01 Principal Office. The principal office shall be in Houston, Harris County, Texas, and the Corporation may have offices at such other places as the business of the Corporation may require.

ARTICLE II

Shareholder and Shareholder Meetings

2.01 Shareholder. Houston Association of Realtors, Inc. ("HAR") is the sole shareholder of the Corporation. Action of the shareholder shall be exercised by the Board of Directors of HAR.

2.02 Place of Meetings. All meetings of the shareholder shall be held at the registered office of the Corporation or any other place within or without this State as may be designated for that purpose from time to time by the Board of Directors.

2.03 Annual Meetings. The annual meeting of the shareholder shall be held during January of each year on a day to be selected by the Board of Directors.

2.04 Notice of Meeting. Notice of the meeting, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in writing to each shareholder entitled to vote at the meeting at least ten (10), but not more than fifty (50), days before the date of the meeting either personally or by mail or by email, or facsimile transmission, addressed to the shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

2.05 Special Meetings. Special meetings of the shareholder for any purpose or purposes whatsoever may be called at any time by the Chairman or by the Board of Directors, or by the shareholder.

2.06 Quorum. A majority of the directors of HAR constitutes a quorum for the transaction of business.

2.07 Voting. Voting for the election of Directors shall be by voice unless any shareholder or shareholder representative demands a ballot vote before the voting begins.

ARTICLE III

Directors

3.01 General Powers. All corporate powers of the Corporation shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these By-laws as to any actions to be authorized or approved by the shareholder. The Board of Directors may, by contract or otherwise, give general or limited or special power and authority to the officers and employees of the Corporation to transact the general business, or any special business, of the Corporation, and may give powers of attorney to agents of the Corporation to transact any special business requiring such authorization.

3.02 Number and Qualification of Directors. The authorized number of Directors of the Corporation shall be six (6). The Directors need not be shareholder of the Corporation or residents of Texas. The number of Directors may be increased or decreased, but not to a number less than one (1), by amendment to these By-Laws, but no decrease shall have the effect of shortening the term of any incumbent Director.

3.03 Election and Term of Office. The Directors shall be elected annually during January of each year by the shareholder, and shall hold office until their respective successors are elected, or until their death, resignation, or removal.

3.04 Vacancies. Any vacancy occurring in the Board of Directors, other than a vacancy occurring by reason of an increase in the number of Directors, may be filled by a majority of the remaining Directors though less than a quorum, or by a sole remaining Director. Any vacancy occurring in the Board of Directors by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of one or more Directors by the shareholder; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholder. The shareholder may fill any vacancy occurring in the Board of Directors not filled by the Directors at an annual or special meeting of shareholder called for that purpose.

3.05 Removal of Directors. The entire Board of Directors or any individual Director may be removed from office with or without cause by a vote of the shareholder then entitled to vote for Directors at a meeting of the shareholder called expressly for that purpose.

3.06 Place of Meetings. All meetings of the Board of Directors shall be held at the registered office of the Corporation or at such place within or without the State as may be designated from time to time by resolution of the Board or by written consent of all of the members of the Board.

3.07 Regular Meetings. Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholder of the Corporation, and at such other times as the Directors may determine.

3.08 Special Meetings - Call and Notice. Special meetings of the Board of Directors for any purpose may be called at any time by the Chairman or by any three (3) Directors. Written notice of the special meetings, stating the time and, in general terms, the purpose or purposes thereof, shall be mailed, emailed or sent by facsimile transmission to each Director not later than three (3) days before the day appointed for the meeting.

3.09 Quorum. A majority of the Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided and except as provided in Section 3.04 of these By-Laws. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number be required by law.

3.10 Board Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to such action.

3.11 Adjournment - Notice. A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the meeting adjourned. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

3.12 Conduct of Meetings. The Chairman shall preside at meetings of the Board of Directors. The Secretary-Treasurer of the Corporation or, in his absence, any person appointed by the presiding officer shall act as secretary at meetings of the Board of Directors.

3.13 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors in which action on any Corporation matter is taken shall be presumed to have assented to the action taken unless his dissent shall be written in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary-Treasurer of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary-Treasurer of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

3.14 Reimbursement. Directors and members of committees may receive such reimbursement, if any, for expenses as may be fixed or determined by resolution of the Board.

3.15 Other Committees. The Board of Directors may also create, appoint members to, and remove members from such other committees as the Board of Directors may from time to time determine, which shall have and may exercise such powers and duties as may be authorized by the Board of Directors, but which shall not have all the authority of the Board of Directors. Members of such other committees may be, but need not be, Directors. Members of each committee shall serve at the pleasure of the Board of Directors.

3.16 Subcommittees. Except as otherwise specifically provided by the Board of Directors, any committee shall have the power to appoint a subcommittee from among its members and to delegate to any such subcommittee any of its powers, duties, and functions.

ARTICLE IV

Officers

4.01 Title. The officers of the Corporation shall consist of a Chairman, Vice-Chairman, and a Secretary-Treasurer, all of whom shall be Directors of the Corporation and elected by the Board of Directors.

4.02 Election. The officers of the Corporation shall be chosen annually by the Board of Directors, and each shall hold office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified. The election of officers shall occur within 30 days after the annual shareholder meeting.

4.03 Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairman or to the Secretary-Treasurer of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.04 Vacancies. If any office becomes vacant by reason of death, resignation, removal, or otherwise, the Board of Directors shall elect a successor who shall hold office for the unexpired term, and until his successor is elected.

4.05 Chairman. The Chairman shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the Corporation, and shall have such other powers and duties as may be prescribed for him, from time to time, by the Board of Directors or these By-Laws. Within this authority and in the course of his duty he shall:

(1) Sign all certificates of stock of the Corporation, in conjunction with the Secretary-Treasurer or Assistant Secretary-Treasurer, unless otherwise ordered by the Board of Directors.

(2) Unless the Board of Directors shall order otherwise by resolution, make such contracts and take such actions as the ordinary conduct of the Corporation’s business may require.

(3) Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him or by proxy, and act and vote on behalf of the Corporation, at all meetings of the shareholder of any corporation in which the Corporation holds stock.

(4) Preside at all meetings of the Shareholder.

4.06 Vice-Chairman. In the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chairman. The Vice Chairman shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or these By-Laws.

4.07 Secretary-Treasurer. The Secretary-Treasurer shall:

(1) Sign, with the Chairman or Vice Chairman, certificates for shares of the Corporation.

(2) Attest and keep at the principal office of the Corporation the original or a copy of these By-Laws as amended or otherwise altered to date.

(3) Sign or attest such documents as may be required by law or the business of the Corporation, and affix the corporate seal to such instruments as may be necessary or proper.

(4) See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law. In case of the absence or disability of the Secretary-Treasurer, or his refusal or neglect to act, notice may be given and served by the Chairman or Vice Chairman or by the Board of Directors.

(5) Have charge and custody of, and be responsible for, all funds and securities of the Corporation.

(6) Receive, and give receipt for, monies due and payable to the Corporation from any source.

(7) Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors.

(8) Keep and maintain or cause to be kept and maintained adequate and correct account of the Corporation’s properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares.

(9) Exhibit at all reasonable times the books of account and records to any Director on application, and to any shareholder as provided in Section 10.01 of these By-Laws.

(10) In general, perform all duties incident to the office of Secretary-Treasurer, and such other duties as from time to time may be assigned to him by the Board of Directors.

(11) In the absence or inability to act, or refusal or neglect to act of the Secretary-Treasurer, any other Director authorized by the Chairman or Vice Chairman or by the Board of Directors may perform the functions of the Secretary-Treasurer.

4.08 Other Duties. In general, each officer shall perform all the duties incident to his office and such other duties as from time to time may be assigned to him by the Board of Directors.

ARTICLE V

Executive Officer and Staff

5.01 President. The Corporation shall employ a salaried chief executive who shall have title of President.

5.02 Authority and Responsibility. The President, as Chief Executive Officer, shall manage and direct the activities of the Corporation subject to the policies of the Board of Directors and through the office of the Chairman. The President shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Corporation and fix their compensation within the approved budget. The President shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Corporation. The President shall serve without vote as an ex-officio member of the Board of Directors.

ARTICLE VI

Finance

6.01 Administration of Finances. The Board of Directors shall administer the finances of the Corporation. They may invest its funds at their discretion.

6.02 Budget. The annual budget, prepared by the Secretary-Treasurer, shall be submitted to the Board of Directors for their consideration, alteration, and approval in final forms and they shall have the sole authority for the appropriation of money for expenditure in accordance with the approved annual budget.

6.03 Obligation. The Board of Directors shall not incur an obligation nor authorize an expenditure in excess of the available cash on hand, without the approval of a majority of the Board of Directors. It is specifically understood the phrase "available cash on hand" includes the reserve invested in bonds or other savings.

6.04 Accounting. At the end of each fiscal year, and at any other time that the Board of Directors may determine, the accounts of the Corporation shall be audited or reviewed in such manner as the Board of Directors shall determine.

6.05 Bonds. The Secretary-Treasurer, other officers and staff may be required to furnish surety bonds as and in such amount as the Board of Directors may deem necessary, the cost to be paid by the Corporation.

6.06 Fiscal Year. The fiscal year of the corporation shall be the calendar year.

ARTICLE VII

Indemnification; Insurance

7.01 Persons. The Corporation shall indemnify, to the extent provided in Sections 7.02, 7.04, or 7.06: (1) any person who is or was a Director, officer, agent, employee, or member of a committee of the Corporation, and (2) any person who serves or served at the Corporation’s request as a Director, officer, agent, employee, partner, or trustee of another Corporation or of a partnership, joint venture, trust, or other enterprise.

7.02 Extent - Derivative Suits. In case of a suit by or in the right of the Corporation against a person named in 7.01 by reason of his holding a position named in 7.01, the Corporation shall indemnify him if he satisfies the standards in 7.03 for expenses (including attorneys’ fees, but excluding amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of the suit.

7.03 Standard - Derivative Suits. In case of a suit by or in the right of the Corporation, a person named in 7.01 shall be indemnified only if: (1) he conducted himself in good faith, and (2) he reasonably believed: (a) in the case of conduct in his official capacity as a Director of the Corporation, that his conduct was in the best interest of the Corporation and (b) in all other cases, that his conduct was at least not opposed to the Corporation’s best interests. Notwithstanding the foregoing, a Director may not be indemnified for obligations resulting from a proceeding: (1) in which the person is found liable on the basis that personal benefit was improperly received by him, or (2) in which the person is found liable to the Corporation.

7.04 Extent - Nonderivative Suits. In case of a suit, action, or proceeding (whether civil, criminal, administrative, or investigative), other than a suit by or in the right of the Corporation, together hereafter referred to as a nonderivative suit, against a person named in 7.01 by reason of his holding a position named in 7.01, the Corporation shall indemnify him if he satisfies the standard in 7.05 for amounts actually and reasonable incurred by him in connection with the defense or settlement of the nonderivative suit including: (1) expenses (including attorneys’ fees); (2) amounts paid in settlement; (3) judgments; and (4) fines.

7.05 Standard - Nonderivative Suits. In case of a nonderivative suit, a person named in 7.01 shall be indemnified only if: (1) he is successful on the merits or otherwise, or (2) he acted in good faith in the transaction which is the subject of the nonderivative suit, and in a manner he reasonable believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination of a nonderivative suit by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person failed to satisfy the standard of this 7.05(2). Notwithstanding the foregoing, a person named in 7.01 may not be indemnified for obligations resulting from a proceeding in which the person is found liable on the basis that personal benefit was improperly received by him.

7.06 Determination that Standard Has Been Met. A determination that the standard of 7.03 or 7.05 has been satisfied may be made by a court, or the determination may be made by: (1) a majority of the Directors of the Corporation (whether or not a quorum) who were not named defendants or respondents to the action, suit, or proceeding, or (2) independent legal counsel (appointed by a majority of the Directors of the Corporation whether or not a quorum) in a written opinion, or (3) the shareholder in a vote that excludes the shares held by the persons named in 7.01 who are named defendants or respondents in the proceeding of the Corporation.

7.07 Proration. Anyone making a determination under 7.06 may determine that a person has met the standard as to some matters, but not as to others, and may reasonably prorate amounts to be indemnified.

7.08 Advance Payment. The Corporation may pay in advance any expenses (including attorneys’ fees) which may become subject to indemnification under 7.01 through 7.07 if: (1) the Board of Directors authorizes the specific payment, and (2) the person receiving the payment undertakes in writing to repay unless it is ultimately determined that he is entitled to indemnification by the Corporation under 7.01 through 7.07.

7.09 Non-Exclusive and Consistent. The indemnification provided by 7.01 through 7.07 shall not be exclusive of any other rights to which a person may be entitled by law, these By-laws, agreement, vote of shareholder or disinterested Directors, or otherwise. It is not the intent of the Corporation that any provision of this Article V be inconsistent with the requirements and limitations provided in Article 2.02-1 of the Texas Business Corporation Act, and to the extent that any provision hereof is in conflict with or is deemed not consistent with such Article, the provisions of Article 2.02-1 shall govern.

7.10 Continuation. The indemnification and advance payment provided by 7.01 through 7.08 shall continue as to a person who has ceased to hold a position named in 7.01 and shall inure to his heirs, executors, and administrators.

7.11 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who holds or who has held any position named in 7.01, against any liability incurred by him in any such position, or arising out of his status as such, whether or not the Corporation would have power to indemnify him against such liability under 7.01 through 7.08.

7.12 Reports. Indemnification payments, advance payments, and insurance purchases and payments made under 7.01 through 7.11 shall be reported in writing to the shareholder of the Corporation with or before the notice or waiver of notice of the next shareholder’s meeting or with or before the next submission to shareholder of a consent to action without a meeting, and in any case, within twelve (12) months of the indemnification or advance.

ARTICLE VIII

Execution of Instruments

8.01 Authorization. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons to execute any corporate instrument or document, or to sign the corporate name, without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the Corporation.

ARTICLE IX

Issuance and Transfer of Shares

9.01 Certificates for Paid and Unpaid Shares. Certificates for shares of the Corporation shall be issued only when fully paid.

9.02 Share Certificates. The Corporation shall deliver certificates representing all shares to which shareholder are entitled, which certificates shall be in such form as the Board of Directors may provide. Each certificate shall bear upon its face the statement that the Corporation is organized in Texas, the name in which it is issued, the number and class of shares and series, if any, and the par value or statement that the shares are without par value. The certificates shall be signed by the Chairman or Vice Chairman, and the Secretary-Treasurer, which signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar, and the seal of the Corporation shall be affixed thereto. The certificates shall contain on the faces or backs such recitations or references as are required by law.

9.03 Replacement of Certificates. No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions, and guaranties as the Board may see fit to impose, including the filing of sufficient indemnity.

9.04 Transfer of Shares. Shares of the Corporation may be transferred by endorsement by the signature of the owner, his agent, attorney, or legal representative, and the delivery of the certificate. The transferee in any transfer of shares shall be deemed to have full notice of and consent to the By-Laws of the Corporation to the same extent as if he had signed a written assent thereto.

9.05 Reasonable Doubts as to Right to Transfer. When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the Corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable double of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the Corporation as to form, amount, and responsibility of sureties. The bond shall be conditioned to protect the Corporation, its officers, transfer agents, and registrars, or any combination of them, against any loss, damage, expense, or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

ARTICLE X

Records and Reports

10.01 Books and Records. All books and records provided for by statute shall be open to inspection of the shareholder from time to time and to the extent expressly provided by statute, and not otherwise. The Directors may examine such books and records at all reasonable times.

10.02 Closing Stock Transfer Books. The Board of Directors may close the transfer books, in their discretion, for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholder, or the day appointed for the payment of a dividend.

ARTICLE XI

Multiple Listing Service

11.01 Authority. The Corporation shall maintain a Multiple Listing Service (MLS) which shall be subject to these By-Laws and such Rules and Regulations as may be hereafter adopted by the Corporation.

11.02 Purpose. A Multiple Listing Service is: a means by which authorized Participants make blanket unilateral offers of compensation to other Participants (acting as subagents, buyer agents, or in other agency or non-agency capacities defined by law); by which cooperation among participants is enhanced; a means by which information accumulated and disseminated to enable authorized Participants to prepare appraisals, analyses, and other valuations of real property for bona fide clients and customers; by which Participants engaging in real estate appraisals contribute common data bases; and is a facility for the orderly correlation and dissemination of listing information so participants may better serve their clients and the public. Entitlement to compensation is determined by the cooperating brokers performance as a procuring cause of the sale (or lease).

11.03 Governing Documents. The MLS established by the corporation shall conform at all times to its corporate Charter, Bylaws, Rules and Regulations, Policies and Procedures and to the Constitution, Bylaws, Rules and Regulations, Policies and Procedures of the National Association of REALTORS ®.

11.04 Participation. Any REALTOR® member of HAR or any other association/board of REALTORS® who is a principal, partner, corporate officer, or branch manager acting on behalf of a principal, without further qualification, except as otherwise stipulated in these bylaws, shall be eligible to participate in the Multiple Listing Service (herein referred to as MLS) upon agreement in writing to confirm to the Rules and Regulations thereof 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 individual and, if the firm is incorporated or a limited liability company, a corporate or limited liability company real estate broker’s license in the State of Texas and offer or accept compensation to and from other Participants or are licensed or certified by the State of Texas to engage in the appraisal of real property. Use of information developed by or published by the Multiple Listing Service 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 or published by the Multiple Listing Service where access to such information is prohibited by law. The REALTOR® principal of any firm, partnership, corporation, or the branch office manager designated by said firm, partnership, or corporation as the “Participant” shall have all rights, benefits, and privileges of the MLS, and shall accept all obligations to the MLS for the Participant’s firm, partnership, or corporation, and for compliance with these Bylaws and the Rules and Regulations of the MLS by all persons affiliated with the Participant who utilize the MLS.

Note: 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 the MLS and/or to accept offers of cooperation and compensation made by listing brokers or agents in the MLS. “Actively” means on a continual and on-going 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 an MLS 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 the MLS in which participation is sought. This requirement does not permit an 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. An MLS 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 the MLS has a reasonable basis to believe that the Participant or potential Participant is in fact not doing so. The membership requirement shall be applied on a nondiscriminatory manner to all Participants and potential Participants.

11.05 Nonmember Participation. Participation in the MLS is also available to nonmember principals who meet the qualifications established in these Bylaws and MLS Rules and Regulations. However, under no circumstances is any individual or firm, regardless of membership status, entitled to MLS “participation” or “membership” unless they hold a current, valid 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 the MLS 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 the MLS where access to such information is prohibited by law. The nonmember principal of any firm, partnership, corporation, or the branch office manager designated by said firm, partnership, or corporation as the “Participant” (sometimes referred to as Non-Member Participant) shall have only those rights, benefits, and privileges as specified by the MLS, and shall accept all obligations to the MLS for the Participant’s firm, partnership, or corporation, and for compliance with these Bylaws and Rules and Regulations of the MLS by all persons affiliated with the Participant who utilize the MLS. Any such nonmember whose application for participation in MLS is accepted shall not use the words REALTOR® or REALTORS® or the REALTOR® trademark in connection with his or her real estate business nor represent that he or she is a member of HAR or another association/board of REALTORS®.

Note: 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 the MLS and/or to accept offers of cooperation and compensation made by listing brokers or agents in the MLS. “Actively” means on a continual and on-going 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 an MLS 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 the MLS in which participation is sought. This requirement does not permit an 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. An MLS 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 the MLS has a reasonable basis to believe that the Participant or potential Participant is in fact not doing so. The membership requirement shall be applied on a nondiscriminatory manner to all Participants and potential Participants.

11.06 Application for Participation. Application for participation shall be made is such manner and form as may be prescribed by the board of directors of the Corporation and made available to any qualified applicant requesting participation subject to and in conformity with the provisions of Sections 11.04 and 11.05 of these Bylaws. Each applicant shall sign a Participant Subscriber License and Access Agreement which shall contain a statement by Participant Subscriber agreeing to abide by these Bylaws and any other applicable Rules and Regulations of the MLS as from time to time may be amended or adopted.

11.07 Service Charges. The charges made for participation in the MLS shall be as determined, and as amended from time to time by the board of directors and specified in the Rules and Regulations of the MLS.

11.08 Supervision. The Multiple Listing Service shall be operated under the supervision of the Multiple Listing Service Advisory Group, in accordance with the Rules and Regulations, subject to the approval of the Board of Directors.

11.09 Appointment of Advisory Groups. The Chairman of HAR shall appoint the Chairman and members of a Multiple Listing Service Advisory Group.

11.10 Vacancies. Vacancies in unexpired terms shall be filled as in the case of original appointees.

11.11 Attendance. Any advisory group member who fails to attend two successive regular or special meetings of his respective advisory group, without excuse acceptable to the Chairman of the advisory group, shall be deemed to have resigned from the advisory group and the vacancy shall be filled as herein provided for original appointments.

11.12 Access to Statistical Information. HAR REALTOR members who are actively engaged in real estate brokerage, management, appraising, land development or building, but who do not participate in the MLS, are nonetheless entitled to receive, by purchase or lease, statistical reports generated wholly or in part by the MLS, excluding "comparable" information and "sold" information. This information is provided for the exclusive use of these members and individuals affiliated with these Members who are also engaged in the real estate business and may not be transmitted, retransmitted, or provided in any manner to any unauthorized individual, office or firm except as otherwise specified in the MLS Rules and Regulations. HAR REALTOR members who receive such information, either as an HAR service or through the MLS, are subject to the applicable provisions of the MLS Rules and Regulations whether they participate in the MLS or not.

11.13 Subscribers. Subscribers (or users) of the MLS include non-principal brokers, sales associates, and licensed and certified appraisers affiliated with Participants. Subscribers also include affiliated unlicensed administrative and clerical staff, and personal assistants who are under the direct supervision of an MLS Participant or the Participant’s licensed designee. Each Subscriber shall sign a Subscriber License and Access Agreement which shall contain a statement by Subscriber agreeing to abide by these Bylaws and any other applicable Rules and Regulations of the MLS as from time to time may be amended or adopted.

11.14 Hearings. All hearings pertaining to an alleged violation of the Rules and Regulations of the MLS or the NAR Code of Ethics shall be conducted by and through the Professional Standards Committee of HAR in accordance with the Code of Ethics and Arbitration Manual of the National Association of REALTORS ®.

COMMERCIAL INFORMATION EXCHANGE (CIE)

12.01 Authority: The Corporation shall maintain a Commercial Information Exchange (CIE) for the use of CIE Participants and Subscribers, which shall be subject to the bylaws of the Corporation and such rules and regulations as may be hereinafter adopted by the Board of Directors of the Corporation.


12.02 Purpose: The CIE serves as an information exchange. Participants who have been retained by sellers of commercial or industrial property to market those properties may submit information on those properties to the CIE. Any compensation agreements related to property included in the CIE compilation must be made on an individual basis outside the CIE between the Participants involved. The CIE may also provide commercial education and commercial services.


A CIE is not a Multiple Listing Service. No offers of cooperation and compensation are communicated by filing information on a property with the CIE.

12.03 Participation: Any (i) Realtor® member of the Houston Association of Realtors® (ii) any Realtor member of any other Association of Realtors® or (iii) a nonmember applicant: who is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal, without further qualification, except as stipulated otherwise in these bylaws, shall be eligible to participate in the CIE upon agreeing in writing to conform to the rules and regulations thereof and to pay the costs incidental thereto. However, no individual or firm, regardless of Association of Realtors® membership status, is eligible for CIE participation or membership status unless they hold a current, valid individual, and, if the firm is incorporated or a limited liability company, a corporate or limited liability company real estate broker's license in the State of Texas and are capable of accepting and offering compensation to and from other Participants or to those individuals who are licensed or certified by a state regulatory agency to engage in the appraisal of real property. Licensees affiliated with CIE Participants are not considered "participants" or "members" of the CIE, but rather have access to and use of the CIE information by virtue of their affiliation with the CIE Participant. None of the foregoing is intended to preclude a CIE from providing, as a matter of local determination, access to information from CIE compilations to affiliate members of the Houston Association of Realtors®. Use of information developed by or published by a Board CIE is strictly limited to the activities authorized under a Participant's licensure(s) or certification and unauthorized uses are prohibited.

12.04 Supervision: The CIE shall be operated under the supervision of the CIE Advisory Board in accordance with the rules and regulations, subject to the approval of the Board of Directors of the Corporation.

12.05 Appointment of CIE Advisory Board: The Chairman of HAR shall appoint a Chairman of the CIE Advisory Board who shall appoint no less than ten (10) Participants and Subscribers to the CIE Advisory Group. All Participants and Subscribers of the CIE Advisory Board shall be Participants or Subscribers in the CIE. The CIE Advisory Board members so named shall serve one (1) year terms.

12.06 Vacancies: Vacancies and unexpired terms shall be filled as in the case of original appointments.

12.07 Access to Comparable and Statistical Information: Houston Association of Realtors® REALTOR members who are actively engaged in real estate brokerage, management, appraising, land development, or building, but who do not participate in the CIE, are nonetheless entitled to receive, by purchase or lease, statistical reports generated wholly or in part by the CIE, excluding comparable information and sold information. This information is provided for the exclusive use of these members and individuals affiliated with these members who are also engaged in the real estate business and may not be transmitted, retransmitted, or provided in any manner to any unauthorized individual, office, or firm except as otherwise specified in the CIE rules and regulations. Houston Association of Realtors® REALTOR members who receive such information, either as a Houston Association of Realtors® service or through the CIE, are subject to the applicable provisions of the CIE rules and regulations whether they participate in the CIE or not. Any Houston Association of Realtors® REALTOR member wishing to obtain such information must agree to abide by the applicable CIE rules and regulations regarding use of the information and must agree to pay the costs incidental to receiving the information.

12.08 Subscribers: Subscribers (or users) of the CIE include non-principal brokers, sales associates, and licensed and certified appraisers affiliated with Participants. Subscribers also include affiliated unlicensed administrative and clerical staff, personal assistants, and individuals seeking licensure or certification as real estate appraisers who are under the direct supervision of a CIE Participant or the Participant's licensed designee.

ARTICLE XIII.


Amendment of By-Laws

13.01 Power to Amend. These bylaws may be altered, amended, or repealed by the Board of Directors, unless by the terms of any resolution adopted by the Shareholder altering, amending or repealing any provision of these bylaws, such power is denied to the Board of Directors.

ADOPTED by the Board of Directors on the 14th day of February, 2000.


AMENDED by the Board of Directors on this 19th day of November, 2001.


AMENDED by the Board of Directors on this 21st day of April, 2003 (to conform with name change effective July 25, 2002).


AMENDED by the Board of Directors on this 17th day of October, 2005.


AMENDED by the Board of Directors on this 18th day of September, 2006.


AMENDED by the Board of Directors on this 26th day of January, 2009.

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Secretary-Treasurer