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BYLAWS OF THE MULTIPLE LISTING SERVICE January 2008 Article 1, Name The name of this organization shall be the Multiple Listing Service of the Monroe County Association of REALTORS, Inc., hereinafter referred to as the Service, all the shares of stock of which are solely and wholly-owned by the Monroe County Association of REALTORS. Article 2, Purposes A Multiple Listing Service is a means by which authorized Participants make blanket unilateral offers of compensation to other Participants (acting as subagents, buyers agents or in other agency or nonagency capacities defined by law); by which information is accumulated and disseminated to enable authorized Participants to prepare appraisals and other valuations of real property; by which Participants engaging in real estate appraisal contributor to common databases; and is a faculty for the orderly correlation and dissemination of listing information among the Participants so that they may better serve their clients and the public. Entitlement to compensation is determined by the cooperating broker's performance as procuring cause of the sale (or lease). Article 3, Service Area The area within which the Service shall function shall at all times be coextensive with or within the territorial jurisdiction of the Monroe County Association of REALTORS. Article 4, Participation A. Full Service Participation Defined. Full Participation in the Service is available to any REALTOR of this or any other Member Association holding a valid Michigan Real Estate broker's license, and who is a principal, partner, corporate officer, branch manager who is acting on behalf of a principal, without further qualification and is capable of offering and accepting compensation to and from other Full Service Participants or an individual who is licensed or certified by an appropriate Michigan regulatory agency to engage in the appraisal of real property, shall be eligible for Full Service Participation upon agreeing in writing, on a form approved by the Service, to conform to the Rules and Regulations thereof and to pay all costs incidental thereto. Use of information developed by or published by the Service is strictly limited to the activities authorized under a Participant's (s) licensures or certification and unauthorized uses are prohibited. Further, none of the foregoing is intended to convey "Participation" "Membership" or any right to access to information developed by or published by the Service where access to such information is prohibited by law. Full Service Participants are eligible to vote and to hold office with the Service. 1. Full Service Participation - Services. Full Service Participants who meet the qualifications set forth in Article IV Section A, shall be entitled to the following: all technical and communication services, and shall be entitled to purchase unlimited number of copies of each bi-weekly publication produced by the service. Full Service Participants may also purchase comparable and statistical information on a quarterly basis, at a cost established by the Board of Directors. B. Application for Full Service, and Full Service Appraiser Participation Application for participation shall be made in such manner and form as may be prescribed by the Board of Directors of the Service and made available to any REALTOR (principal) or Appraiser member of this or any other Association requesting it. The application form shall contain a signed statement agreeing to abide by these Bylaws and any other applicable Rules and Regulations of the Service as from time to time amended or adopted. C. Discontinuance of Service Participants of the Service may discontinue the Service by giving the Service 30 days written notice and may reapply to the Service after 2 months by making formal application in the manner prescribed for new applicants for participation provided all past dues and fees are fully paid. E. Subscribers Subscribers (or users) of the MLS include non-principal brokers, sales associates, and licensed and certified appraisers affiliated with Full Service Participants. Article 5, Service Charges The charges made for participation in the Service shall be as determined, and as amended from time to time by the Board of Directors of the Service, and specified in the Rules and Regulations of the Service. Article 6, Governing Body A. Government of the Service The government of the Service shall be vested in a Board of Directors comprised of the appointed Officers and Directors as described in this Article. B. Officers of the Service The Officers of the Service, who shall also be Directors, shall be a President, a Vice President, and a Treasurer, and shall have such duties as described in this Article. C. Board of Directors There shall be a total of nine Directors. Three Designated Directorships shall be filled by; the current President-Elect (who shall serve as President of the Service) of the Monroe County Association of REALTORS, the current Treasurer of the Monroe County Association of REALTORS, and the Immediate Past President of the Service. The Immediate Past President of the Service shall appoint a director from the Full Service Participants of the Service, or from among REALTORS other than Full Service Participants, if they are affiliated with Full Service Participants and are able to serve with the consent of the Full Service Participant. This director shall serve as Vice-President of the Service. The remaining five directorships shall be appointed by majority vote of the above three individuals, from the Full Service Participants of the Service, or from among REALTORS other than Full Service Participants, if they are affiliated with Full Service Participants and are able to serve with the consent of the Full Service Participant. Any non Full Service Participant Director serves as a representative of the Full Service Participant with whom they are affiliated. One of the appointed directors shall serve as Vice-President of the Service D. Term of Office The term of the Designated Directors shall be the same as that for the office on which the designation is based. Appointed Directors shall serve as follows: the director appointed to fill the Vice-President of the Service position, shall serve a one year term, two (2) appointed directors will serve a one year term, and three (3) appointed directors will serve a two year term. Subsequent Director appointments, shall fill vacancies as they occur. No appointed Director may serve more than two consecutive terms. Prior service as an appointed Director shall not bar subsequent service as a Designated Director. E. Duties of Officers and Directors The duties of the Officers and Directors shall be as follows: 1. The President shall be the presiding officer of the Service and shall preside at its general meetings and those of the Board of Directors, and shall perform all the duties of President, subject to adopted policies. 2. The Vice President shall, in the absence of the President, perform all the duties of the President. 3. The Treasurer shall be the custodian of the funds of the Service and shall keep an accurate record of all receipts and disbursements. The Treasurer shall provide to all Members of the Board of Directors a quarterly statement of all accounts and financial affairs for the Service, and shall have charge of the corporate seal and affix the name to all documents properly requiring such seal. 4. The Board of Directors of the Service shall be the governing body of the Service and shall have control of all the affairs of the Service and shall authorize all expenditures of funds. The Board of Directors shall, prior to the end of each fiscal year, prepare a budget reflecting projected costs and expenses of the Service for the next fiscal year, indicating projected income from all sources. The Board of Directors shall not create a debt obligation in excess of $5000 over the total budget without the authorization by vote of two-thirds majority of REALTOR Full Service Participants of the Service present and voting. However, any such debt incurred as a result of an increase in the volume of listings processed by the Service over that projected in preparing the annual budget, shall not be deemed to have been created. The Board of Directors shall employ such executive, legal, and office personnel it deems necessary to care for and maintain the properties of the Service and otherwise conduct the administrative business of the Service. The Board of Directors shall have the right to make an audit of all books and accounts at any time without notice. The Board of Directors shall have the power from time to time to adopt such Rules and Regulations that they may deem appropriate. Any such Rules and Regulations must, prior to becoming effective, be approved by vote of the Board of Directors of the Monroe County Association of REALTORS (shareholder). Except as otherwise provided in these Bylaws and Rules and Regulations, the actions of the Board of Directors shall be final. F. Vacancies Vacancies among the Officers and Directors shall be filled by a simple majority vote of the Board of Directors. The Director or Officer so elected shall serve for the balance of the vacated term. G. Removal of Officers and Directors In the event that an Officer or Director of the Multiple Listing Service is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure. 1. A petition requiring the removal of an Officer or Director and signed by not less than one-third of the Participants or a majority of all Directors of the MLS shall be filed with the President of the MLS, or if the President is the subject of the petition, with the next-ranking officer, and shall specifically set forth the reasons the individual is deemed to be disqualified from further service. 2. Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the Participants of the MLS shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition. 3. The special meeting shall be noticed to all Participants at least ten (10) days prior to the meeting, and shall be conducted by the President of the MLS unless the President's continued service in office is being considered at the meeting. In such case, the next-ranking officer will conduct the meeting or the hearing by the Participants. Provided a quorum is present, a three-fourths vote of Participants present and voting shall be required for removal from office. 4. Any vote taken by the Participants to remove an Officer or Director must ultimately be confirmed by a majority vote of the Directors of the shareholder(s). Notwithstanding the foregoing, the shareholder(s) may remove an Officer or Director by a majority vote of the Directors of the shareholder(s) H. Authority to Employ an Executive Vice President The Board of Directors shall have the authority to employ an Executive Vice President (EVP), who shall be the same as the EVP Monroe County Association of REALTORS. He or she shall perform such duties as assigned by the Directors following consultation with the Board of Directors of the Monroe County Association of REALTORS. The EVP shall, in addition to other duties, act as Secretary for the Service, keep records of the Service and perform all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS, the Michigan Association of REALTORS and the Monroe County Association of REALTORS. With the approval of the Board of Directors, the EVP may employ other persons as may be necessary to conduct the activities of the Service. Article 7, Meetings A. Annual Meeting The annual meeting of Participants of the Service shall be held during the month of October at such time and place specified by the Board of Directors. B. Meeting of the Board of Directors The Board of Directors shall at the onset of each year establish a schedule of regular meetings. C. Special Meetings of the Service Special meetings of Participants of the Service may be called from time to time by the President, the Board of Directors, or upon written request by 20% of the Full Service Participants of the Service. A ten (10) day written notice stating the day, place, and hour of the meeting, the purpose or purposes for which the meeting is called, shall be delivered to all Full Service Participants of the Service. D. Quorum and Voting at Meetings For the transaction of business, at all meetings of the Participants of the Service, 20% of the Full Service Participants of the Service shall be considered a quorum. A majority vote by such Participants present and voting at a meeting shall be required for passage of motions. For transaction of business by the Board of Directors, five Directors shall be required for a quorum and a simple majority vote by those present shall be required for the passage of all motions unless otherwise specified herein. E. Presiding Officer At all meetings of the Participants of the Service, or of the Board of Directors, the President or, in the absence of the President, the Vice President shall serve as presiding officer. In the absence of the President and Vice President, the President shall name a temporary Chairman or, upon his failure to do so, the Board of Directors of the Service shall appoint a temporary Chairman. Article 8, Committees A. Committees The President, with the approval of the Executive committee, may create such additional standing or Ad Hoc Committees as he deems desirable and shall appoint committee members. Article 9, Fiscal Year The fiscal year of the Service shall commence on January 1st and shall end on December 31st. Article 10, Amendments A. Amendments of Bylaws Amendments of these Bylaws shall require action by a quorum of the Full Service Participants of the Service conducted at an Annual Meeting or Special Meeting of the Service in accordance with the provisions of Article Seven concerning Meeting of the Service. Amendments to the Bylaws of the Service shall not be effective until approved by the Board of Directors of the Monroe County Association of REALTORS (shareholder), at which point, said amendments shall be effective immediately or as stated in the amending resolution. If the proposed amendments are not approved by the Board of Directors of the MCAR (shareholder), the Board of Directors of the Multiple Listing Service shall be informed, and advised that the proposed amendment or amendments of the Bylaws be reconsidered and or resubmitted to shareholder as approved by Full Service Participants of the Multiple Listing Service. B. Amendments to Rules and Regulations Amendments to the Rules and Regulations of the Service shall be by consideration and approval of the Board of Directors of the Service in accordance with the provisions of Article 7, Section B, concerning Meetings of the Board of Directors, and shall not be effective until approved by the Board of Directors of the Monroe County Association of REALTORS (shareholder) at which point they shall be effective immediately or as stated in the amending resolution. If the proposed amendments of the Rules and Regulations fail to be approved by the Board of Directors of the shareholder, the Board of Directors of the Service shall be informed, and advised that the proposed amendment or amendments must be reconsidered and/or resubmitted to the shareholder as approved by the Board of Directors of the Service. Article 11, Dissolution In the event of a vote for dissolution by the Board of Directors, the Board shall immediately thereafter adopt a plan of liquidation and dissolution. A vote of dissolution must have the prior two-thirds approval of the Full Service Participants and the Board of Directors of the Monroe County Association of REALTORS (shareholder). Said plan shall provide for the collection of all assets, the payment of all liabilities, with the net assets to be assigned to the parent corporation, namely, Monroe County Association of REALTORS.
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