BYLAWS OF REALTORS® INFORMATION NETWORK™, INC. ARTICLE I - DEFINITIONS
As used herein, the following terms shall have the respective meanings set forth below, unless the context otherwise requires: "BCA" shall mean the Illinois Business Corporation Act, as from time to time in effect. "NAR" shall mean the National Association of REALTORS®, an Illinois not-for-profit corporation and the sole shareholder of the Corporation. "NAR Leadership Team" shall mean NAR’s President, President-Elect, First Vice President, Treasurer, Immediate Past President, Vice President and Liaison to Committees and Vice President and Liaison to Affiliates.
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II - SHAREHOLDER
Section 1. Annual Meeting. The annual meeting of the shareholder shall be held in May in each year for the purpose of the transaction of such business as may come before the meeting. Section 2. Special Meetings. Special meetings of the shareholder may be called by the board of directors or by the shareholder. Section 3. Place of Meeting. All meetings of the shareholder shall be held at such place, either within or outside the State of Illinois, as may be designated by the person or persons calling the meeting. If no designation is made, the place of the meeting shall be at 430 North Michigan Avenue, Chicago, Illinois. Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than forty days before the date of the meeting, or in the case of a merger or consolidation, not less than twenty nor more than forty days before the meeting, either personally or by mail, by or at the direction of the president or the secretary/treasurer, to the shareholder. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at its address as it appears on the records of the Corporation, with postage thereon prepaid. Section 5. Informal Action by Shareholder. Any action required by the BCA to be taken at a meeting of the shareholder, or any other action which may be taken at a meeting of the shareholder, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the shareholder. Section 6. Approval Required for Certain Actions. In addition to any other approvals required by the BCA, the articles of incorporation or these by-laws, the approval of the shareholder shall be required for the following actions: (a) (b) any amendment or alteration of the articles of incorporation of the Corporation; the sale, lease, exchange, mortgage, pledge or other disposition (whether in one transaction or in a series of related transactions) of all or substantially all the property and assets of the Corporation; any merger or consolidation involving the Corporation; or the annual amount to be funded by NAR, if any,
(c) (d)
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(e)
any commitment of the Corporation involving an expenditure, or series of related expenditures, aggregating one million dollars or more; or the grant of any lien, security interest or other encumbrance on the assets or the property of the Corporation. the voluntary filing of a petition for bankruptcy under applicable state or federal law.
(f)
(g)
Section 7. Reports to Shareholder. The Corporation shall provide written quarterly financial and business progress reports to the shareholder. Additionally, the president of the Corporation, or his or her designee if necessary, shall report twice annually in person to the shareholder at the shareholder's board of directors meetings held in conjunction with its National Convention and Midyear Meeting.
ARTICLE
III - DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its board of directors. Section 2. Number and Tenure. There shall be two (2) directors, each having one vote. One director shall be the president and chief executive officer; the other shall be appointed by the NAR Leadership Team and shall serve until his or her respective successor shall have been appointed by the NAR Leadership Team or until his or her earlier death, resignation or removal. If not appointed by the NAR Leadership Team to serve as a director of the Corporation, the Executive Vice President of NAR or his or her designee shall also serve as an ex officio director, but shall not be counted for purposes of determining the existence of a quorum and shall not be entitled to vote on any matter before the board of directors. Section 3. Qualifications. Directors need not be residents of Illinois or shareholders of the Corporation. Section 4. Resignations. Any director may resign at any time by giving written notice to the other director and the shareholder. A resignation need not be accepted in order to be effective. Section 5. Vacancies. Any vacancy occurring in the board of directors, and any directorship to be filled by reason of an increase in the number of directors, may be filled by appointment by the NAR Leadership Team. Any director so appointed shall serve until his or her successor shall have been appointed by the NAR Leadership Team or until his or her earlier resignation, removal or death. Section 6. Removal. Any director may be removed, with or without cause, by the shareholder either at a special meeting or by written consent, and the vacancy in the board of directors caused by such removal may be filled by the NAR Leadership Team at such time. Section 7. Meetings. The board of directors may provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of meetings. In addition, meetings of the board of directors may be called by or at the request of either of the two directors. The person or persons calling the meeting may fix any place, within the continental United States, as the place for holding any such meeting. The General Counsel of NAR, or her or his designee, may attend any such meeting. Section 8. Notice. Notice of any meeting shall be given at least five days previous thereto by written notice delivered personally or mailed to each director and the General Counsel of NAR, in each case at his or her business address, or by telegram, telex, graphic scanning or other communication system. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, telex, graphic scanning or other communication system, such notice shall be deemed to be delivered when the notice is delivered to the telegraph, telex, graphic scanning or other communication system company. Any director and the General Counsel may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director REALTORS® Information Network Bylaws Page 2 of 6
attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Each such notice shall specify the time, place and purpose or purposes of the meeting. Section 9. Quorum. The presence of both directors fixed by these by-laws shall constitute a quorum for the transaction of business at any meeting of the board of directors. Section 10. Meetings by Conference Telephone. Members of the board of directors may participate in and act at any meeting of the board through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by means of such equipment shall constitute attendance and presence in person at such meeting. Section 11. Manner of the board of directors. of Acting. The act of both of the directors present at a meeting shall be the act
Section 12. Informal Action by Directors. Any action required by the BCA to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by both of the directors or all the members of such committee, as the case may be, entitled to vote with respect to the subject matter thereof and copies thereof shall be (i) filed in the minute book of the Corporation and (ii) given to the Executive Vice President and General Counsel of NAR. Section 13. Presiding Officer. The presiding officer of any meeting of the board of directors shall be the president. Section 14. No Compensation. Directors shall not receive any remuneration from the Corporation for their services on the board of directors; however, directors may be paid their expenses, if any, resulting from their attendance at each meeting of the board. ARTICLE IV - OFFICERS
Section 1. Number. The officers of the Corporation shall be a president and a secretary/treasurer. The president may not serve as secretary/treasurer. Section 2. Appointment and Term of Office. The president shall be appointed by the NAR Leadership Team. The secretary/treasurer shall be the director appointed by the NAR Leadership Team. Each officer shall hold office until his successor shall have been duly appointed or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Appointment of an officer or agent shall not of itself create contract rights. Any officer may resign at any time by giving notice to the other member of the board of directors or to the shareholder. A resignation of an officer need not be accepted in order to be effective. Section 3. Removal. Any officer or agent appointed by the NAR Leadership Team may be removed by the shareholder whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the NAR Leadership Team. Section 5. President and Chief Executive Officer. The president shall be the Corporation's general manager and principal spokesperson and shall, subject to the control of the board of directors, have general supervision, direction and control of the business, affairs and officers of the Corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation; shall preside at all meetings of the board of directors; shall have any other powers and duties that are prescribed by the board of directors or the by-laws; and shall be primarily responsible for carrying out all orders and resolutions of the board of directors. REALTORS® Information Network Bylaws Page 3 of 6
Section 6. The Secretary/Treasurer. If required by the board of directors, the secretary/treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. He or she shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VII of these by-laws; (c) keep the minutes of the meetings of the shareholder, the board of directors and committees of directors, in one or more books provided for that purpose; (d) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (e) be custodian of the corporate records and of the seal, if any, of the Corporation and, if the Corporation adopts a corporate seal, see that such seal is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (f) keep a register of the post-office address of the shareholder which shall be furnished to the secretary by such shareholder; (g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all the duties incident to the office of secretary/treasurer and such other duties as from time to time may be assigned to him or her by the president, the board of directors or these by-laws.
ARTICLE V - CONFLICTS OF INTEREST Section 1. General. The presence of a director, who is directly or indirectly a party in a contract or transaction with the Corporation, or between the Corporation and any other corporation, partnership, association or other organization in which such director is a director or officer, or has a financial interest, may be counted in determining whether a quorum is present, but such director shall have an affirmative obligation to inform the other member of the board of directors and the shareholder in writing of any potential conflict of interest in advance of any discussion or deliberation on any matter in which such conflict may arise and to absent himself from discussion, deliberation and any vote on such matter. Section 2. Financial Interest. Any person who is a member of the board of directors, or an officer or employee of the Corporation, who has or acquires any financial interest in, or receives or seeks to receive any financial benefit from, either directly or indirectly, in his or her own name or through any other person, partnership, association, trust or corporation (excluding the Corporation and its subsidiaries), any entity (an "information company") which engages principally in the business of providing or distributing real property information services must disclose in writing such financial interest or financial benefit to the shareholder prior to appointment or employment or if such financial interest or financial benefit should be acquired after appointment or employment, then written disclosure shall be made immediately to the other member of the board of directors and the shareholder and to the shareholder. For purposes of this Section 2, a "financial interest" shall include, without limitation, any debt or equity interest in an information company (excluding holdings of 1% or less in a publicly traded security), and a "financial benefit" shall include, without limitation, the receipt of any funds from an information company on account of (i) the sale of goods and services to that information company or (ii) services as an employee, consultant or professional advisor. Each director and officer of the Corporation shall have an affirmative obligation to inform in writing the other member of the board of directors and the shareholder of any such financial interest or financial benefit in any information company. Any director or officer acquiring or having a financial interest or deriving a financial benefit in violation of this Section 2 shall be subject to immediate removal from such position by the shareholder.. Section 3. Shareholder Representative. Sections 1 and 2 of this Article shall not apply to the Executive Vice President of NAR or his or her designee serving in the capacity as ex officio director.
ARTICLE
VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. REALTORS® Information Network Bylaws Page 4 of 6
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances; provided, however, that no such loans shall be secured by shares of the Corporation. Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the board of directors may by resolution select.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the president and by the secretary/treasurer . All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the board of directors may prescribe. Section 2. Transfers of Shares. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary/treasurer of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.
ARTICLE VIII - VOTING OF SECURITIES With the exception of actions set forth in Article II, Section 6, the president shall have full authority, in the name and on behalf of the Corporation, to attend, act and vote at any meeting of security holders of any corporation in which the Corporation may hold securities, and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the holder thereof, the Corporation might possess and exercise if personally present, and may exercise such power and authority through the execution of proxies or may delegate such power and authority to any other officer, agent or employee of this Corporation, provided, however, that no action may be taken in the name of or on behalf of the Corporation that is inconsistent with any action of the board of directors. Approval of the shareholder shall be required with respect to actions set forth in Article II, Section 6.
ARTICLE
IX - INDEMNIFICATION
Each person who at any time is or shall have been a director or officer of this Corporation, or is or shall have been serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by this Corporation in accordance with and to the full extent permitted by the BCA as in effect at the time of adoption of this by-law or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors REALTORS® Information Network Bylaws Page 5 of 6
or otherwise. If authorized by the board of directors, the Corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the BCA as in effect at the time of the adoption of this by-law or as amended from time to time. ARTICLE X - DIVIDENDS
The board of directors may from time to time declare, and the Corporation may pay, in the manner and upon the terms and conditions provided by law and the articles of incorporation, dividends on its outstanding shares in cash, property or its own shares or dividends on its treasury shares in its own shares. ARTICLE XI - MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year. Section 2. Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words, "Corporate Seal, Illinois." Section 3. Offices. The principal office of the Corporation in the State of Illinois shall be located in the City of Chicago and County of Cook. The Corporation may have such other offices, either within or without the State of Illinois, as the business of the Corporation may require from time to time. Section 4. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of these by-laws, the articles of incorporation or the BCA, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 5. Auditors. The auditors of the Corporation shall be appointed by, and shall report to, the board of directors. Section 6. Technology Contracts. Providers of technological services to the Corporation shall be selected by the President and Chief Executive Officer, who shall report to the board of directors in accordance with financial policies established by the board of directors.
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XII - AMENDMENTS
Unless otherwise provided in the articles of incorporation, these by-laws may be altered, amended or repealed and new by-laws, not inconsistent with the Corporation's articles of incorporation or the laws of the State of Illinois (except in the case of emergency by-laws adopted under the BCA), may be adopted by the shareholder.
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