Kerrville Board of Realtors®

Section 2. Inclusion and retention of the Registered Collective Membership Mark REALTOR®S in the name of the Board shall be governed by the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTOR®S (NAR) as from time to time amended.

ARTICLE II – OBJECTIVES

The objectives of the Board are:

Section 1. To unite those engaged in the recognized branches of the real estate profession for the purpose of exerting a beneficial influence upon the profession and related interests.

Section 2. To promote and maintain high standards of conduct in the real estate profession as expressed in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTOR®S.

Section 3. To provide a unified medium for real estate owners and those engaged in the real estate profession whereby their interests may be safeguarded and advanced.

Section 4. To further the interests of home and other real property ownership.

Section 5. To unite those engaged in the real estate profession in this community with the TEXAS ASSOCIATION OF REALTOR®S and the NATIONAL ASSOCIATION OF REALTOR®S, thereby furthering their own objectives throughout the state and nation, and obtaining the benefits and privileges of membership therein.

Section 6. To designate, for the benefit of the public, those individuals authorized to use the terms REALTOR® and REALTOR®S as licensed, prescribed and controlled by the NATIONAL ASSOCIATION OF REALTOR®S.

ARTICLE III – JURISDICTION

Section 1. The territorial jurisdiction of the Board as a member Board of the NATIONAL ASSOCIATION OF REALTOR®S shall include Kerr County .

Section 2. Territorial jurisdiction is defined to mean:

(A) The right and duty to control the use of the terms REALTOR® and REALTOR®S, subject to the conditions set forth in these Bylaws and those of the NATIONAL ASSOCIATION OF REALTOR®S, in return for which the Board agrees to protect and safeguard the property rights of the National Association in the terms.

ARTICLE IV – MEMBERSHIP

Section 1. There shall be six classes of Members as follows:

(A) REALTOR® Members. REALTOR® Members, whether primary or secondary, shall be:

(1) Individuals who, as sole proprietors, partners, or corporate officers, or branch office managers, are engaged actively in the real estate profession, including buying, selling, exchanging, renting or leasing, managing, appraising for others for compensation, counseling, building, developing or subdividing real estate, and who maintain or are associated with an established real estate office in the State of Texas or a state contiguous thereto. All persons who are partners in a partnership, or all officers in a corporation who are actively engaged in the real estate profession within the State or a state contiguous thereto, shall qualify for REALTOR® Membership only, and each is required to hold REALTOR® Membership (except as provided in the following paragraph) in a Board of REALTOR®S within the State or a state contiguous thereto, unless otherwise qualified for Institute Affiliate Membership as described in Section 1(B) of Article IV.

In the case of a real estate firm, partnership, or corporation, whose business activity is substantially all commercial, only those principals actively engaged in the real estate business in connection with the same office, or any other offices within the jurisdiction of the Board in which one of the firm’s principals holds REALTOR® membership, shall be required to hold REALTOR® membership unless otherwise qualified for Institute Affiliate Membership as described in Section 1(B) of Article IV.

NOTE:REALTOR® Members may obtain membership in a “secondary” board in another state.

(2) Individuals who are engaged in the real estate profession other than as sole proprietors,

partners, corporate officers, or branch office managers and are associated with a REALTOR® Member and meet the qualifications set out in Article V.

(3) Corporate officers (who may be licensed or unlicensed) of a real estate brokerage franchise organization with at least one hundred fifty (150) franchisees located within the United States, its insular possessions and the commonwealth of Puerto Rico, elected to membership pursuant to the provision in the NAR Constitution and Bylaws.Such individuals shall enjoy all of the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics), except: obligations related to Board mandated education, meeting attendance, or indoctrination classes or other similar requirements; the right to use the term REALTOR® in connection with their franchise organization’s name; and the right to hold elective office in the local Board, State Association and National Association.

(4) Primary and secondary REALTOR® Members.An individual is a primary member if the Board pays State and National dues based on such member.An individual is a secondary member if State and National dues are remitted through another board. One of the principals in a real estate firm must be a Designated REALTOR® member of the Board in order for licensees affiliated with the firm to select the Board as their “primary” board.

(5) Designated REALTOR® Members.Each firm shall designate in writing one REALTOR® Member who shall be responsible for all duties and obligations of membership including the obligation to arbitrate pursuant to Article 17 of the Code of Ethics and the payment of Board dues as established in Article X of the Bylaws.The “Designated REALTOR®” must be a sole proprietor, partner, corporate officer or branch office manager acting on behalf of the firm’s principal(s) and must meet all other qualifications for REALTOR® Membership established in Article V, Section 2, of the Bylaws.

(B) Institute Affiliate Members. Institute Affiliate Members shall be individuals who hold a professional designation awarded by an Institute, Society or Council affiliated with the NATIONAL ASSOCIATION OF REALTOR®S that addresses a specialty area other than residential brokerage or individuals who otherwise hold a class of membership in such Institute, Society of Council that confers the right to hold office. Any such individual, if otherwise eligible, may elect to hold REALTOR® membership, subject to payment of applicable dues for such membership.

(C) Affiliate Members. Affiliate Members shall be real estate owners and other individuals or firms who, while not engaged in the real estate profession as defined in paragraphs (A) or (B) of this Section, have interest requiring information concerning real estate, and are in sympathy with the objectives of the Board.

(D) Public Service Members. Public Service Members shall be individuals who are interested in the real estate profession as employees of or affiliated with educational, public utility, governmental or other similar organizations, but are not engaged in the real estate profession on their own account or in association with an established real estate business.

(E) Honorary Members. Honorary Members shall be individuals not engaged in the real estate profession who have performed notable service for the real estate profession, for the Board, or for the public.

(F) Student Members. Student Members shall be individuals who are seeking an undergraduate or graduate degree with a specialization or major in real estate at institutions of higher learning, and who have completed at least two years of college and at least one college level course in real estate, but are not engaged in the real estate profession on their own account or are not associated with an established real estate office.

ARTICLE V – QUALIFICATION AND ELECTION

Section 1. APPLICATION. Application for membership shall be made in such manner and form as may be prescribed by the Board of Directors and made available to anyone requesting it. The application form shall contain among the statements to be signed by the applicant (1) that applicant agrees as a condition to membership to thoroughly familiarize himself with the Code of Ethics of the NATIONAL ASSOCIATION OF REALTOR®S, the Constitutions and Bylaws and Rules and Regulations of the Board, State and National Associations, and if elected a Member, will abide by the Constitution and Bylaws and Rules and Regulations of the Board, State and National Association and if a REALTOR® Member will abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTOR®S including the obligation to arbitrate controversy arising out of real estate transactions as specified by Article 17 of the Code of Ethics, and as further specified in the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTOR®S, as from time to time amended, and (2) that applicant consents that the Board, through its Membership Committee or otherwise, may invite and receive information and comment about applicant from any member or other persons, and that applicant agrees that any information and comment furnished by the Board by any person in response to the invitation shall be conclusively deemed to be privileged and not form the basis of any action for slander, libel, or defamation of character.The applicant shall, with the form of application, have access to a copy of the Code of Ethics, Constitutions, Bylaws, and Rules and Regulations referred to above.

Section 2. QUALIFICATION.

(A) An applicant for REALTOR® Membership who is a principal, partner, or corporate officer, or branch office manager of a real estate firm shall supply evidence satisfactory to the Membership Committee that he is actively engaged in the real estate profession, and holds a current valid real estate broker or salesperson license, or is licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, has a place of business within the state or a state contiguous thereto (unless a secondary member), has no record of recent or pending bankruptcy*, has no record of official sanctions involving unprofessional conduct**, agrees to complete a course of instruction covering the Bylaws and Rules and Regulations of the Board, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTOR®S, and shall pass such reasonable and nondiscriminatory written examination thereon as may be required by the Committee, and shall agree that if elected to membership he will abide by such Constitution, Bylaws, Rules and Regulations, and Code of Ethics.

(*) NO RECENT OR PENDING BANKRUPTCY is intended to mean that the applicant or any real estate firm in which the applicant is a sole proprietor, general partner, or corporate officer, or branch office manager is not involved in any pending bankruptcy or insolvency proceedings, or has not been adjudged bankrupt in the past three (3) years.If a bankruptcy proceeding as described above exists, membership may not be rejected unless the Board establishes that its interests and those of its members and the public would not be adequately protected by requiring that the bankrupt applicant pay cash in advance for Board and MLS fees for up to one (1) year from the date that membership is approved or from the date that the applicant is discharged from bankruptcy (whichever is later). In the event that an existing member initiates bankruptcy proceedings, the member may be placed on a “cash basis” from the date that bankruptcy is initiated until one (1) year from the date that the member has been discharged from bankruptcy.

(**) NO RECORD OF OFFICIAL SANCTIONS INVOLVING UNPROFESSIONAL CONDUCT is intended to mean that the Board may only consider judgments within the past three (3) years of violations of (1) civil rights laws; (2) real estate license laws; (3) or other laws prohibiting unprofessional conduct against the applicant rendered by the courts or other lawful authorities; and (4) findings of violations of the REALTOR®S Code of Ethics resulting in a suspension or expulsion from any Member Board/Association in which applicant is or was a Member.

(***) Article IV, Section 2, of the NAR Bylaws prohibits Member Boards from knowingly granting REALTOR® or REALTOR®-ASSOCIATE® membership to any applicant who has an unfulfilled sanction pending which was imposed by another Board or Association of REALTOR®S for violation of the Code of Ethics.

(B) Individuals who are actively engaged in the real estate profession (other than as principals, partners, or corporate officers, or branch office managers), in order to qualify for REALTOR® Membership, shall at the time of application be associated either as an employee or an independent contractor with a Designated REALTOR® Member of the Board or a Designated REALTOR® Member of another board (if a secondary member); must maintain a current, valid real estate broker’s or salesperson’s license or be licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property; shall complete a course of instruction covering the Bylaws and Rules and Regulations of the Board, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTOR®S; shall pass such reasonable and nondiscriminatory written examinations thereon as may be required by the Committee; and shall agree in writing that if elected to membership they will abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTOR®S, and by the Constitutions, Bylaws, and Rules and Regulations of the local Board, State Association, and the National Association.

(C) The Board/Association will also consider the following in determining an applicant’s qualifications for REALTOR® membership:

(1) All final findings of Code of Ethics violations and violations of other membership duties in any other association within the past three years.

(2) Pending ethics complaints (or hearings).

(3) Unsatisfied discipline pending.

(4) Pending arbitration requests (or hearings).

(5) Unpaid arbitration awards or unpaid financial obligations to any other association or association MLS.

“Provisional” membership may be granted in instances where ethics complaints or arbitration requests (or hearings) are pending in other associations or where the applicant for membership has unsatisfied discipline pending in another association (except for violations of the Code of Ethics; See Article V, Section 2(A) (***) provided all other qualifications for membership have been satisfied). Associations may reconsider the membership status of such individuals when all pending ethics and arbitration matters (and related discipline) have been resolved or if such matters are not resolved within six months from the date that provisional membership is approved. Provisional members shall be considered REALTOR®S and shall be subject to all of the same privileges and obligations of REALTOR® membership. If a member resigns from another association with an ethics complaint of arbitration request pending, the association may condition membership on the applicant’s certification that he/she will submit to the pending ethics or arbitration proceeding (in accordance with the established procedures of the association to which the applicant has made application) and will abide by the decision of the hearing panel.

Section 3. ELECTION.

The procedure for election to membership shall be as follows:

(A)Applicants for REALTOR® Membership shall be granted Provisional membership immediately upon submission of a completed application form and remittance of applicable Association dues and any application fee.Provisional members shall be considered REALTOR®S and shall be subject to all of the same privileges and obligations of membership. Provisional membership is granted subject to subsequent review of the application by the Board of Directors.If the Board of Directors determines that the individual does not meet all of the qualifications for membership as established in the Association’s bylaws, or, if the individual does not satisfy all of the requirements of membership (for example, completion of a mandatory orientation program) within 90 days from the Association’s receipt of their application, membership may, at the discretion of the Board of Directors, be terminated.

(B)Dues shall be computed from the date of application and shall be non-refundable unless the Association’s Board of Directors terminates the individual’s membership in accordance with subsection (A) above. In such instances, dues shall be returned to the individual less a prorated amount to cover the number of days that the individual received Association services, and any application fee.

(C)The Board of Directors may not terminate any provisional membership without providing the provisional member with advance notice, an opportunity to appear before the Board of Directors, to call witnesses on his behalf, to be represented by counsel, and to make such statements as he deems relevant.The Board of Directors may also have counsel present.The Board of Directors shall require that written minutes be made of any hearing before it, or may electronically or mechanically record the proceedings.

(D) If the Board of Directors determines that provisional membership should be terminated, it shall record its reasons with the Secretary.If the Board of Directors believes that termination of provisional membership may become the basis of litigation and a claim of damage by a provisional member, it may specify that termination shall become effective upon entry in a suit by the Board for a declaratory judgment by a court of competent jurisdiction or a final judgment declaring that the termination violates no rights of the individual.

Section 4. STATUS CHANGES.

(A) A REALTOR® who changes the conditions under which he holds membership shall be required to provide written notification to the Board within 30 days. A REALTOR® (non-Principal) who becomes a principal in the firm with which he has been licensed or, alternatively, becomes a principal in a new firm which will be comprised of REALTOR® principals, may be required to satisfy any previously unsatisfied membership requirements applicable to REALTOR® (Principal) Members but shall, during the period of transition from one status of membership to another, be subject to all of the privileges and obligations of a REALTOR® (Principal).If the REALTOR® (non-Principal) does not satisfy the requirements established in these Bylaws for the category of membership to which they have transferred within 60 days of the date they advised the Board of their change in status, their new membership application will terminate automatically unless otherwise so directed by the Board of Directors. (The Board of Directors, at its discretion, may waive any qualification which the applicant has already fulfilled in accordance with the Board’s Bylaws.)

(B) Any application fee related to a change in membership status shall be reduced by an amount equal to any application fee previously paid by the applicant.

(C) Dues shall be prorated from the date of application in which the member is notified of election by the Board of Directors and shall be based on the new membership status for the remainder of the year.

(D) A REALTOR® who is transferring their license from one firm comprised of REALTOR® Principals to another firm comprised of REALTOR® Principals shall be subject to all of the privileges and obligations of membership during the period of transition.If the transfer is not completed within 20 days of the date the Board is advised of the disaffiliation with the current firm, membership will terminate automatically unless otherwise so directed by the Board of Directors.

Section 5. New Member Code of Ethics Orientation.

Applicants for REALTOR® membership and provisional REALTOR® members (where applicable) shall complete an orientation program on the Code of Ethics of not less than two hours and thirty minutes of instructional time.This requirement does not apply to applicants for REALTOR® membership or provisional members who have completed comparable orientation in another association, provided that REALTOR® membership has been continuous, or that any break in membership is for one year or less.

Failure to satisfy this requirement within 90 days of the date of application (or, alternatively, the date that provisional membership was granted) will result in denial of the membership application or termination of provisional membership.

NOTE:Orientation programs must meet the learning objectives and minimum criteria established from time to time by the NATIONAL ASSOCIATION OF REALTOR®S.

Section 6. Continuing Member Code of Ethics Training.

Effective January 1, 2001, through December 31, 2004, and for successive four year periods thereafter, each REALTOR® member of the association shall be required to complete quadrennial ethics training of not less than two hours and thirty minutes of instructional time. This requirement will be satisfied upon presentation of documentation that the member has completed a course of instruction conducted by this or another association, the State Association of REALTOR®S, the NATIONAL ASSOCIATION OF REALTOR®S, or any other recognized educational institution or provider which meets the learning objectives and minimum criteria established by the NATIONAL ASSOCIATION OF REALTOR®S from time to time. REALTOR® members who have completed training as a requirement of membership in another association and REALTOR® members who have completed the New Member Code of Ethics Orientation during any four year cycle shall not be required to complete additional ethics training until a new four year cycle commences.

Failure to satisfy this requirement shall be considered a violation of a membership duty for which REALTOR® membership shall be suspended until such time as the training is completed.

Members suspended for failing to meet the requirement for the first four (4) year cycle (2001 – 2004) will have until December 31, 2005 to meet the requirement.Failure to meet the requirement by that time will result in automatic termination of membership.

Failure to meet the requirement for the second (2005 – 2008) cycle and subsequent four (4) year cycles will result in suspension of membership for the first two months (January and February) of the year following the end of any four (4) year cycle or until the requirement is met, whichever occurs sooner.On March 1 of that year, the membership of member who is still suspended as of that date will be automatically terminated.

ARTICLE VI – PRIVILEGES & OBLIGATIONS

Section 1. The privileges and obligations of Members, in addition to those otherwise provided in these Bylaws, shall be specified in this Article.

Section 2. Any Member of the Board may be reprimanded, fined, placed on probation, suspended, or expelled by the Board of Directors for a violation of these Bylaws and Board Rules and Regulations not inconsistent with these Bylaws, after a hearing as provided in the Code of Ethics and Arbitration Manual of the Board. Although Members other than REALTOR® Members are not subject to the Code of Ethics nor its enforcement by the Board, such Members are encouraged to abide by the principles established in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTOR®S and conduct their business and professional practices accordingly.Further, Members other than REALTOR® Members may, upon recommendation of the Membership Committee, or upon recommendation by a hearing panel of the Professional Standards Committee, be subject to discipline as described above, for any conduct, which in the opinion of the Board of Directors, applied on a nondiscriminatory basis, reflects adversely on the terms REALTOR® or REALTOR®S, and the real estate industry, or for conduct that is inconsistent with or adverse to the objectives and purposes of the local Board, the State Association, and the NATIONAL ASSOCIATION OF REALTOR®S.

Section 3. Any REALTOR® Member of the Board may be disciplined by the Board of Directors for violations of the Code of Ethics or other duties of membership, after a hearing as described in the Code of Ethics and Arbitration Manual of the Board, provided that the discipline imposed is consistent with the discipline authorized by the Professional Standards Committee of the NATIONAL ASSOCIATION OF REALTOR®S as set forth in the Code of Ethics and Arbitration Manual of the National Association.

Section 4. Resignations of Members shall become effective when received in writing by the Board of Directors, provided, however, that if any Member submitting the resignation is indebted to the Board for dues, fees, fines, or other assessments of the Board or any of its services, departments, divisions, or subsidiaries, the Board may condition the right of the resigning member to reapply for membership upon payment in full of all such monies owed.

Section 5. If a Member resigns from the Board or otherwise causes membership to terminate with an ethics complaint pending, the Board of Directors may condition the right of the resigning Member to reapply for membership upon the applicant’s certification that he/she will submit to the pending ethics proceeding and will abide by the decision of the hearing panel.

(A)If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration continues in effect even after membership lapses or is terminated, provided that the dispute arose while the former member was a REALTOR®.

Section 6. REALTOR® MEMBERS.

(A)Only REALTOR® Members, whether primary or secondary, whose financial obligations to the Kerrville Board of REALTOR®S, Inc. are paid in full shall be entitled to vote and to hold elective office in the Board.

(B)Only REALTOR® Members may use the term “REALTOR®” or “REALTOR®S”, which use shall be subject to the provisions of ARTICLE VIII.

(C)REALTOR® Members have the primary responsibility to safeguard and promote the standards, interests, and welfare of the Board and the real estate profession.

(D)If a REALTOR® Member is a sole proprietor in a firm, a partner in a partnership, or an officer of a corporation, and is suspended or expelled, the firm, partnership, or corporation shall not use the terms REALTOR® or REALTOR®S in connection with its business during the period of suspension or until readmission to REALTOR® membership, or unless connection with the firm, partnership, or corporation is severed or management control is relinquished, whichever may apply.The membership of all other principals, partners, or corporate officers shall suspend or terminate during the period of suspension of the disciplined Member, or until readmission of the disciplined Member or unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or unless the REALTOR® who is suspended or expelled removes himself from any form or degree of management control of the firm for the term of the suspension or until readmission to membership, whichever may apply. Removal of an individual from any form or degree of management control must be certified to the Board by the Member who is being suspended or expelled and by the individual who is assuming management control and the signatures of such certification must be notarized. In the event the suspended or expelled member is so certified to have relinquished all form or degree of management control of the firm, the membership of other partners, corporate officers, or other individuals affiliated with the firm shall not be affected and the firm, partnership or corporation may continue to use the terms REALTOR® or REALTOR®S in connection with its business during the period of suspension or until the former Member is readmitted to membership in the Board. The foregoing is not intended to preclude a suspended or expelled Member from functioning as an employee or independent contractor, providing no management control is exercised.Further, the membership of REALTOR®S other than principals who are employed by or affiliated as independent contractors with the disciplined Member shall suspend or terminate during the period of suspension of the disciplined Member or until readmission of the disciplined Member, or unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or management control is relinquished, or unless the REALTOR® Member (non-principal) elects to server his connection with the REALTOR® and affiliate with another REALTOR® Member in good standing in the Board, whichever may apply. If a REALTOR® Member other than a sole proprietor in a firm, partner in a partnership, or an officer of a corporation is suspended or expelled, the use of the terms REALTOR® or REALTOR®S by the firm, partnership, or corporation shall not be affected.

(E)In any action taken against a REALTOR® Member for suspension or expulsion under Section 6(D) hereof, notice of such action shall be given to all REALTOR®S employed by or affiliated as independent contractors with such REALTOR® Member and they shall be advised that the provisions in Article VI, Section 6(D) shall apply.

(F)Resignations shall become effective only when accepted by the Board of Directors.

Section 7. INSTITUTE AFFILIATE MEMBERS. Institute Affiliate Members shall have such rights and privileges and be subject to such obligations as are prescribed by the Board of Directors in compliance with the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTOR®S.

NOTE:Local associations establish the rights and privileges to be conferred on Institute Affiliate Members except that no Institute Affiliate Member may be granted the right to use the term REALTOR®, REALTOR®-ASSOCIATE®, or the REALTOR® logo; to serve as President of the local association; or to be a participant in the local association’s Multiple Listing Service.

Section 8. AFFILIATE MEMBERS. Affiliate Members shall have such privileges and rights and be subject to such obligations as may be prescribed by the Board of Directors.

Section 9. PUBLIC SERVICE MEMBERS. Public Service Members shall have such privileges and rights and be subject to such obligations as may be prescribed by the Board of Directors.

Section 10. STUDENT MEMBERS. Student Members shall have such privileges and rights and be subject to such obligations as may be prescribed by the Board of Directors.

Section 11.CERTIFICATION BY REALTOR®.“Designated” REALTOR® Members of the Board shall certify to the Board during the month of December, on a form provided by the Board, a complete listing of all individuals licensed or certified in the REALTOR®’s office(s) and shall designate a primary Board for each individual who holds membership. Designated REALTOR®S shall also identify any non-Member licensees in the REALTOR®’s office(s) and if Designated REALTOR® dues have been paid to another Board based on said non-Member licensees, the Designated REALTOR® shall identify the Board to which dues have been remitted. These declarations shall be used for purposes of calculating dues under Article X, Section 2(A) of the Bylaws. Designated REALTOR® Members shall also notify the Board of any additional individual(s) licensed or certified with the firm(s) within 30 days of the date of affiliation or severance of the individual.

Section 12. Any member of the association may be reprimanded, placed on probation, suspended or expelled for harassment of an association employee or association officer or director after a hearing in accordance with the established procedures of the association. Disciplinary action may also consist of any sanction authorized in the association’s Code of Ethics and Arbitration Manual. As used in this Section, harassment means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonable interfering with an individual’s work performance by creating a hostile, intimidating or offensive work environment. The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the President, and President-elect and/or Vice President and one member of the Board of Directors selected by the highest ranking officer not named in the complaint, upon consultation with legal counsel for the association.If the complaint names the President, President-Elect or Vice President, they may not participate in the proceedings and shall be replaced by the Immediate Past President or, alternatively, by another member of the Board of Directors selected by the highest ranking officer not named in the complaint.

ARTICLE VII—PROFESSIONAL STANDARDS AND ARBITRATION

Section 1. The responsibility of the Board and of Board Members relating to the enforcement of the Code of Ethics, and the disciplining of Members, and the arbitration of disputes, and the organization and procedures of incident thereto shall be governed by the Code of Ethics and Arbitration Manual of the Board, which shall be the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTOR®S, as amended from time to time, which is by this reference incorporated into these Bylaws, provided, however, that any provision deemed inconsistent with State law shall be deleted or amended to comply with State law.

Section 2. It shall be the duty and responsibility of every REALTOR® Member of this Board to abide by the Constitution and Bylaws and the Rules and Regulations of the Board, the Constitution and Bylaws of the State Association, and the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTOR®S, and to abide by the Code of Ethics of the

NATIONAL ASSOCIATION OF REALTOR®S, including the duty to arbitrate controversies arising out of real estate transactions as specified by Article 17 of the Code of Ethics, and as further defined and in accordance with the procedures set forth in the Code of Ethics and Arbitration Manual of this Board as from time to time amended.

Section 3. The Board and Board members are also responsible for the enforcement of the Code of Ethics, the disciplining of members, the arbitration of disputes, and the organization and procedures incident thereto, consistent with the Cooperative Professional Standards Enforcement Agreement entered into by the Board which by this reference is made a part of these Bylaws.

ARTICLE VIII – USE OF THE TERMS REALTOR® AND REALTOR®S

Section 1. Use of the terms REALTOR® and REALTOR®S by Members shall, at all times, be subject to the provisions of the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTOR®S and to the Rules and Regulations prescribed by its Board of Directors. The Board shall have the authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTOR®S, use of the terms within its jurisdiction.

Section 2. REALTOR® Members of the Board shall have the privilege of using the terms REALTOR® and REALTOR®S in connection with their places of business within the State or a state contiguous thereto so long as they remain REALTOR® Members in good standing.No other class of Members shall have this privilege.

Section 3. A REALTOR® Member who is a principal of a real estate firm, partnership, or corporation may use the terms REALTOR® and REALTOR®S only if all the principals of such firm, partnership, or corporation who are actively engaged in the real estate profession within the State or a state contiguous thereto are REALTOR® Members or Institute Affiliate Members as described in Section 1(B) of Article IV.

(A)In the case of a REALTOR® Member who is a principal of a real estate firm, partnership, or corporation whose business activity is substantially all commercial, the right to use the term REALTOR® or REALTOR®S shall be limited to office locations in which a principal, partner, corporate officer, or branch office manager of the firm, partnership, or corporation holds REALTOR® membership.If a firm, partnership, or corporation operates additional places of business in which no principal, partner, corporate officer, or branch office manager holds REALTOR® membership, the term REALTOR® or REALTOR®S may not be used in any reference to those additional places of business.

Section 4. Institute Affiliate Members shall not use the terms REALTOR® or REALTOR®S, or the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTOR®S.

ARTICLE IX – STATE AND NATIONAL MEMBERSHIPS

Section 1. The Board shall be a Member of the NATIONAL ASSOCIATION OF REALTOR®S and the Texas Association of REALTOR®S.By reason of the Board’s Membership, each REALTOR® Member of the Member Board shall be entitled to membership in the NATIONAL ASSOCIATION OF REALTOR®S and the Texas Association of REALTOR®S without further payment of dues. The Board shall continue as a Member of the State and National Associations, unless by a majority vote of all of its REALTOR® Members, decision is made to withdraw, in which case the State and National Associations shall be notified at least one month in advance of the date designated for the termination of such membership.

Section 2. The Board recognizes the exclusive property rights of the NATIONAL ASSOCIATION OF REALTOR®S in the terms REALTOR® and REALTOR®S. The Board shall discontinue use of the terms in any form in its name, upon ceasing to be a Member of the National Association, or upon a determination by the Board of Directors of the National Association that it has violated the conditions imposed upon the terms.

Section 3. The Board adopts the Code of Ethics of the NATIONAL ASSOCIATION OF REALTOR®S and agrees to enforce the Code among its REALTOR® Members. The Board and all of its Members agree to abide by the Constitution, Bylaws, Rules and Regulations, and policies of the National Association and the Texas Association of REALTOR®S.

ARTICLE X – DUES, FEES, AND FINANCES

Section 1. Application Fee. The Board of Directors may adopt an application fee for REALTOR® Membership in reasonable amount, not exceeding three times the amount of the annual dues for REALTOR® Membership, which shall be required to accompany each application for REALTOR® Membership and which shall become the property of the Board upon final approval of the application.

Section 2. Dues. The annual dues of members shall be as follows:

(A)The annual dues of each Designated REALTOR® Member shall be in such amount as established annually by the Board of Directors, plus an additional amount to be established by the Board of Directors times the number of real estate salespersons and licensed or certified appraisers who are (1) employed by or affiliated as independent contractors or who are otherwise directly or indirectly licensed with such REALTOR® Members and are not REALTOR® Members of any Board in the State or a state contiguous thereto, or Institute Affiliate Members of the Board. In calculating the dues payable to the Board by a Designated REALTOR® Member, non-member licensees as defined in Section 2(A)(1) and (2) of this Article shall not be included in the computation of dues if the Designated REALTOR® has paid dues based on said non-member licensees in another Board in the State or a state contiguous thereto, provided the Designated REALTOR® notifies the Board in writing of the identity of the Board to which dues have been remitted.In the case of a Designated REALTOR® Member in a firm, partnership, or corporation whose business activity is substantially all commercial, any assessments for non-member licensees shall be limited to licensees affiliated with the Designated REALTOR® (as defined in (1) and (2) of this paragraph) in the office where the Designated REALTOR® holds membership, and any other offices of the firm located within the jurisdiction of this board.

(1) For the purpose of this Section, a REALTOR® Member of a Member Board shall be held to be any member who has a place or places of business within the State or a state contiguous thereto, and who, as a Designated REALTOR® of a real estate firm, partnership, or corporation, is actively engaged in the real estate profession as defined in Article III, Section 1, of the Constitution of the NATIONAL ASSOCIATION OF REALTOR®S. An individual shall be deemed to be licensed with a REALTOR® if the license of the individual is held by the REALTOR®, or by any broker who is licensed with the REALTOR®, or by any entity in which the REALTOR® has a direct or indirect ownership interest and which is engaged in other aspects of the real estate business, (except as provided for in Section 2 (a) (2) below provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, corporate officer, or branch manager of the entity.

(2) A REALTOR® with a direct or indirect ownership interest in an entity engaged exclusively in soliciting and/or referring clients and customers to the REALTOR® for consideration on a substantially exclusive basis shall annually file with the association on a form approved by the association a list of the licensees affiliated with that entity and shall certify that all of the licensees affiliated with the entity are solely engaged in referring clients and customers and are not engaged in listing , selling, leasing, managing, counseling or appraising real property. The individuals disclosed on such form shall not be deemed to be licensed with the REALTOR® filing the form for purposes of this Section and shall not be included in calculating the annual dues of the Designated REALTOR®.

Membership dues shall be prorated for any licensee included on a certification form submitted to the association who during the same calendar year applies for REALTOR® membership in the association. However, membership dues shall not be prorated if the licensee held REALTOR® membership during the preceding calendar year.

(B) The annual dues of each REALTOR® Member other than the Designated REALTOR® shall be in such amount as established by the Board of Directors.

(C) Institute Affiliate Members. The annual dues of each Institute Affiliate Member shall be in such amount as established in Article II of the Bylaws of the NATIONAL ASSOCIATION OF REALTOR®S.

NOTE: The Institutes, Societies and Councils of the National Association shall be responsible for collecting and remitting dues to the National Association for Institute Affiliate Members ($75.00). The National Association shall credit $25.00 to the account of a local association for each Institute Affiliate Member whose office address is within the assigned territorial jurisdiction of that association, provided, however, if the office location is also within the territorial jurisdiction of a Commercial Overlay Board (COB), the $25.00 amount will be credited to the COB, unless the Institute Affiliate Member directs that the dues be distributed to the other board.The National Association shall also credit $25.00 to the account of state associations for each Institute Affiliate Member whose office address is located within the territorial jurisdiction of the state association. Local and state associations may not establish any additional entrance, initiation fees or dues for Institute Affiliate Members, but may provide service packages to which Institute Affiliate Members may voluntarily subscribe.

(D) Affiliate Members. The annual dues of each Affiliate Member shall be in such amount as established annually by the Board of Directors.

(E) Public Service Members. The annual dues of each public Service Member shall be in such amount as established annually by the Board of Directors.

(F) Honorary Members. Dues payable, if any, shall be at the discretion of the Board of Directors.

(G) Student Members. Dues payable, if any, shall be at the discretion of the Board of Directors.

Section 3. Dues Payable. Dues for all members shall be payable annually in advance on the last day of December.Dues for new members shall be computed from the date of application and granting of provisional membership. A 25% penalty will be assessed if dues of current members are not paid by January 15^th.

(A) In the event a sales licensee or licensed or certified appraiser who holds REALTOR® membership is dropped for nonpayment of Board dues, and the individual remains with the Designated REALTOR®’s firm, the dues obligation of the “Designated” REALTOR® (as set forth in Article X, Section 2(A), will be increased to reflect the addition of a non-member licensee. Dues shall be calculated from the first day of the current fiscal year and are payable within 30 days of notice of termination.

Section 4. Nonpayment of Financial Obligations. If dues, fees, fines, or other assessments including amounts owed to the Board or the Board’s Multiple Listing Service are not paid within one (1) month after the due date, the nonpaying Member is subject to suspension at the discretion of the Board of Directors.Two (2) months after the due date, membership of the nonpaying Member may be terminated at the discretion of the Board of Directors. Three (3) months after the due date, membership of the nonpaying Member shall automatically terminate unless within that time the amount due is paid. However, no action shall be taken to suspend or expel a Member for nonpayment of disputed amounts until the Board of Directors has confirmed the accuracy of the amount owed. A former Member who has had his membership terminated for nonpayment of dues, fees, fines, or other assessments duly levied in accordance with the provisions of these Bylaws or the provisions of other Rules and Regulations of the Board or any of its services, departments, divisions or subsidiaries may apply for reinstatement in a manner prescribed for new applicants for membership, after making payment in full of all accounts due as of the date of termination.

Section 5. Deposit. All monies received by the Board for any purpose shall be deposited to the credit of the Board in a financial institution or institutions elected by resolution of the Board of Directors.

Section 6. Expenditures. The Board of Directors shall administer the finances of the Board, but shall not incur an obligation in excess of $25.00 over the available cash on hand without authorization by vote of a majority of all of the Active members.

Section 7. Notice of Dues, Fees, Fines, Assessments, and Other Financial Obligations of Members. All dues, fees, fines, assessments, or other financial obligations to the Board or Board Multiple Listing Service shall be noticed to the delinquent Board member in writing setting forth the amount owed and due date.

ARTICLE XI – OFFICERS AND DIRECTORS

Section 1. Officers. The elective officers of the Board shall be a President, Vice-President/President-elect, a Secretary and a Treasurer. The Secretary and Treasurer may be the same person. They shall be elected for terms of one year.

(A) No person shall be qualified to serve as President, Vice-President or Secretary/Treasurer of the Board until he/she has been a member of the Board for a minimum of three consecutive years prior to being nominated, and has served on at least one committee.Similar experience in another board may be considered in meeting these requirements.

Section 2. Duties of Officers. The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors. It shall be the particular duty of the Secretary to keep the records of the Board and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTOR®S and the Texas Association of REALTOR®S.

(A) The Vice-President/President-elect shall have the same duties as provided for in these Bylaws.He shall succeed to the office of President in the event of the death, disability, removal from office or resignation of the President. The Vice President/President-elect shall succeed to the office of President upon completion of his elective year unless he has succeeded to the office of President through the failure of the President to fill his term of office for any reason; in such case he shall fill the unexpired term of the President and in addition shall then succeed to the office of the President for a full term.

Section 3. Board of Directors. The Board of Directors shall consist of the elective officers and three Members of the Board. The outgoing President shall serve as a non-voting advisor to the Board of Directors for a one-year term.Directors shall be elected to serve for terms of three (3) years, except that at organization, one-third of the elective Directors shall be elected for terms of one, two and three years, respectively, or for such lesser terms as may be necessary to complete the first fiscal year. Thereafter, as many Directors shall be elected each year as are required to fill vacancies.

(A) No person shall serve as a Director unless he/she has been an active member of one committee of the Board. Similar experience in another board may be considered in meeting this requirement.

Section 4. Election of Officers and Directors.

(A)At least two months before the annual election, a nominating committee of three REALTOR® Members shall be appointed by the President with the approval of the Board of Directors. The nominating committee shall select one candidate for each elected office to be filled and one candidate for each Director place to be filled. The report of the nominating committee shall be noticed* to each REALTOR® Member at least three weeks preceding the election. Additional candidates for the offices to be filled may be placed in nomination by a petition signed by 10% of the REALTOR® Members. The petition shall be filed with the Secretary at least two weeks before the election week.The Secretary shall send notice of such additional nominations to all REALTOR® Members ten (10) business days before the election.

*Notice as used throughout these Bylaws includes, but is not limited to fax, e-mail, publication in the Board’s newsletter or by mail.

(B)The election of Officers and Directors shall be by ballot during the first full week of October. The ballot can be cast in person at the Board Office during regular office hours; however, electronic voting shall be permitted during this time period. If no candidate receives a majority under the aforementioned rules, the Board of Directors will set the date for a run off election to be held within 30 days, using the same rules as apply to the regular election. Election shall be by ballot and all votes shall be cast in person. The ballot shall contain the names of all candidates and the office for which they are nominated.

(C) The President, with the approval of the Board of Directors, shall appoint an election committee of three REALTOR® Members to conduct the election.

Section 5. Removal of Officers and Directors. In the event that an Officer or Director 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:

(A) A petition requiring the removal of an Officer or Director and signed by not less than one-third of the voting membership or a majority of all Directors shall be filed with the President, 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.

(B) 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 voting membership of the Board 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.

(C) The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall be conducted by the President of the Board 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 of the hearing by the Members. Provided a quorum is present, a three-fourths vote of Members present and voting shall be required for removal from office.

ARTICLE XII – MEETINGS

Section 1. Annual Meetings. The annual meeting of the Board shall be held on the 4^th Tuesday of October of each year at a place and hour to be designated by the Board of Directors.

Section 2. Meetings of Directors. The Board of Directors shall designate a regular time and place of meetings. Absence from three consecutive regular meetings without an excuse deemed valid by the Board of Directors shall be construed as resignation there from.

Section 3. Other Meetings. Meetings of the Members shall be held at such other times as the President or the Board of Directors may determine, or upon the written request of at least ten percent of the REALTOR® Members.

Section 4. Notice of Meetings. Notice shall be given to every member entitled to participate in the meeting at least one week preceding all meetings. If a special meeting is called, a statement of the purpose of the meeting shall accompany it.An emergency meeting called by the Board of Directors may be noticed by phone contact.Any action at such emergency meeting may be ratified by 55% of the membership.

Section 5. Quorum. A quorum for the transaction of business shall consist of ten percent (10%) of the REALTOR® Members present in person.

ARTICLE XIII – COMMITTEES

Section 1. Standing Committees. The President shall appoint from among the REALTOR® Members, subject to confirmation by the Board of Directors, the following standing committees:

Professional Standards Legislative Public Relations Education Bylaws

Finance Program Multiple Listing Service Equal Opportunity Grievance

Appointment to the Professional Standards Committee and Grievance Committee shall be consistent with the Cooperative Professional Standards Enforcement Agreement of the Board.

Section 2. Special Committees. The President shall appoint, subject to confirmation by the Board of Directors, such special committees as he/she may deem necessary.

Section 3. Organization. All committees shall be of such size and shall have such duties, functions and powers as may be assigned to them by the President or the Board of Directors, except as otherwise provided in these Bylaws.

Section 4. President. The President shall be an ex-officio member of all standing committees and shall be notified of their meetings.

Section 5. REALTOR® Planning Committee. Each year, the President shall appoint members to serve as the official Board representatives at all City of Kerrville Planning and Zoning meetings, County Commissioners , Kerr Central Appraisal District, Environmental Department meetings, and at such other meetings or functions as the President shall so designate.