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					                                                          BYLAWS
                                  ORLANDO REGIONAL REALTOR® ASSOCIATION


  (Last Revision: August, 1994)(Last Amended: August, 1994)(Last Amended: March, 1995) (Last Amended: April 18, 1996)(Last
 Amended: August 22, 1997)(Last Amended: March 19, 1998)(Last Amended: January 28, 1999)(Last Amended: May 25, 2000)
(Last Amended: November 29, 2000)(Last Amended: May 2, 2001)(Last Amended: March 4, 2004)(September, 2004)(March,
2005)(October, 2006)(February, 2007)(March, 2009)

                                                        ARTICLE I - NAME

Section 1.     Name. The name of this organization shall be the Orlando Regional REALTOR® Association, Incorporated,
hereinafter referred to as the "Association." In these Bylaws, wherever membership in the Association is referenced, it shall include
any predecessor of the Orlando Regional REALTOR® Association.

Section 2.    REALTORS®. Inclusion and retention of the Registered Collective Membership Mark REALTORS® in the name of
the Association shall be governed by the Constitution and Bylaws of the National Association of REALTORS® as from time to time
amended.

                                                    ARTICLE II - OBJECTIVES

The objectives of the Association 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 REALTORS®.

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 Florida Association of REALTORS®
and the National Association of REALTORS®, 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, individuals authorized to use the terms "REALTOR®" and "REALTORS®"
as licensed, prescribed, and controlled by the National Association of REALTORS®.

                                                   ARTICLE III - JURISDICTION

Section 1.  The territorial jurisdiction of the Association as a Member of the National Association of REALTORS® is Orange and
Seminole Counties, Florida.

Section 2.   Territorial jurisdiction is defined to mean the right and duty to control the use of the terms REALTOR® and
           ®
REALTORS subject to the conditions set forth in these Bylaws and those of the National Association of REALTORS®, in return for
which the Association agrees to protect and safeguard the property rights of the National Association in the terms.

                                                   ARTICLE IV - MEMBERSHIP

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

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

         (1) Individuals who, as sole proprietors, partners, 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
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real estate brokerage or appraisal practice in the State of Florida. 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 in an Association of REALTORS® within the
State 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, contingent upon meeting such other
state’s licensing requirements.

          (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) Franchise REALTOR® membership: 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 provisions 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 association 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 association, State association and National Association.

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

           (5) Designated REALTOR® Members. Each firm (or office in the case of firms with multiple office locations) 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 Association 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 REALTORS® that addresses a specialty area other than
residential brokerage or individuals who otherwise hold a class of membership in such Institute, Society or 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.

          (1) 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 interests requiring information concerning real estate, and are in
sympathy with the objectives of the Association.

          (2) Affiliate Membership shall also be granted to individuals licensed or certified to engage in real estate practice as
Broker Principals who, if otherwise eligible, do not elect to hold REALTOR® membership in the Association, provided the applicant is
engaged exclusively in a specialty of the real estate business other than brokerage of real property, as defined in (a) or (b) of this
section.
          (3) The Board of Directors may create from time to time such subcategories of Affiliate Members as they deem
appropriate.

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

      (e) Walter Rose Life Members. Any REALTOR® Member who has rendered exceptional or unusual service to the
Association or has been recognized by the National Association of REALTORS® as a REALTOR® Emeritus, a recipient of the
Distinguished Service Award, Past President of the National Association, or Past President of the Florida Association of
REALTORS® may become a Life Member upon recommendation by a REALTOR® Member and upon confirmation by the Board of
Directors, and approval at any regular meeting of the Association by a two-thirds vote of the members present.


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                                          ARTICLE V - QUALIFICATION AND ELECTION

Section 1. Application.

      (a) An application for membership shall be made on forms approved by the Board of Directors and made available to anyone
requesting them. The application form shall be submitted as prescribed by the Board of Directors, accompanied by an application
fee required by the Board of Directors.

     (b) The application shall be approved by the Board of Directors and shall contain among the statements to be signed by the
applicant:

           (1) That the applicant will agree as a condition of membership to thoroughly familiarize himself or herself with the Code
of Ethics of the National Association of REALTORS®, the Constitution, Bylaws, and Rules and Regulations of the Association, the
Florida and National Associations, and if elected a Member, will abide by the Constitutions, Bylaws, and Rules and Regulations of
the Association, the Florida and National Associations; and,

           (2) That the applicant consents that the Association, through its Executive Committee or otherwise, may invite and
receive information and comment about the applicant from any Member or other persons, and that applicant agrees that any
information and comment furnished to the Association 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 bylaws, constitution, rules and regulations, and Code of Ethics referred to above.

          (3) If a REALTOR®, that the applicant will agree to i) abide by the Code of Ethics of the National Association of
REALTORS®, including the obligation to arbitrate controversies 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
REALTORS®, as from time to time amended, ii) complete an indoctrination course covering the Bylaws, Rules and Regulations of
the Association, the Bylaws of the Florida Association, and the Constitution, Bylaws and Code of Ethics of the National Association
of REALTORS®, and iii) pass such reasonable and nondiscriminatory written examination thereon as may be required.

Section 2.     Qualification.

     (a) An applicant for REALTOR® Membership who is a sole proprietor, partner, corporate officer, or branch office manager of
a real estate firm shall supply evidence satisfactory to the Board of Directors that he is actively engaged and licensed in the real
estate profession, maintains a current, valid real estate broker's or salesperson’s 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 (unless a Secondary
Member), has no record of official sanctions* involving unprofessional conduct, has no recent or pending corporate or personal
bankruptcy** within the last 3 years, agrees to complete a course of instruction covering the Bylaws and Rules and Regulations of
the Association, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the National
Association of REALTORS®, and shall pass such reasonable and nondiscriminatory written examinations thereon as may be
required by the Board of Directors, and shall agree that if elected to membership, he will abide by such Constitution, Bylaws, Rules
and Regulations, and Code of Ethics.

*No record of official sanctions involving unprofessional conduct is intended to mean that the Association may only consider
judgments within the past three 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.

**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, 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 years. If a bankruptcy proceeding as described above exists,
membership may not be rejected unless the Board established that its interests and those of its members and the public could not
be adequately protected by requiring that the bankrupt applicant pay cash in advantage for Association and MLS fees for up to one
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 year from the date that the Member has been discharged from bankruptcy.

In compliance with Article IV, Section 2, of the National Association of REALTORS’® Bylaws, the Association shall not knowingly
grant REALTOR® membership to any applicant who has an unfulfilled sanction pending which was imposed by another Association
of REALTORS® for violation of the Code of Ethics.

     (b) Individuals who are actively engaged and licensed in the real estate profession other than as sole proprietors, partners, or
corporate officers or branch office managers, in order to qualify for REALTOR® Membership, shall at the time of application be

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associated either as an employee or as an independent contractor with a Designated REALTOR® Member of the Association or a
Designated REALTOR® member of another Association (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 Association, the Bylaws of
the State Association, and the Constitution and Bylaws and Code of Ethics of the National Association of REALTORS®, and shall
pass such reasonable and nondiscriminatory written examinations thereon as may be required by the Board of Directors, and shall
agree in writing that if elected to membership, he will abide by the Code of Ethics of the National Association of REALTORS®, and
by the Constitution, Bylaws, Rules and Regulations of the local Association, the State Association and the National Association.

     (c)   The 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 (3) 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 (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 REALTORS® and
shall be subject to all of the same privileges and obligations of REALTOR® membership.

     (d) Honorary and Walter Rose Life Members may be proposed by any voting Member of the Association and shall be
selected by the voting members of the Association by majority vote at any regular business meeting of the members.

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 REALTORS® 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 45 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 at he individual received association services and
any application fee. Upon approval by the Board of Directors for membership, dues will be paid within 30 days of billing or pursuant
to an alternative payment plan authorized by the Board of Directors, and all applicants for REALTOR® membership shall
successfully complete an indoctrination course within the next three scheduled classes, to be given as prescribed by the Board of
Directors prior to final acceptance for membership. In the event any applicant fails to meet the criteria above within the stated times:
the applicant shall be considered a salesperson under Article X, Section 2.a.; the Designated REALTOR® shall be billed
immediately for his or her resulting personal dues increase; and the applicant shall be deemed to have abandoned his/her
application, and, if desiring membership, must reapply in accordance with the procedures set forth in this Article. Any time limits
stated in this Section may be extended at the sole discretion of the Board of Directors for good cause shown

     (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 the 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
Chief Executive Officer. 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 Association for a declaratory judgment by a court of competent jurisdiction of a final judgment declaring that the termination
violates no rights of the individual.



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      (e) The Designated REALTORS’® personal dues increase shall be prorated from the month in which the applicant was first
licensed with him or her, which is presumed to be from the first day of the month in which the application was made.

Section 4. New Member Code of Ethics Orientation:

      (a) Applicants for REALTOR® membership and provisional REALTOR® members 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.

   (b) Failure to satisfy this requirement within 60 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.

Section 5. Continuing Member Code of Ethics Training:

      (a) 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 Florida Association of REALTORS®, the National Association of
REALTORS®, or any other recognized educational institution or provider which meets the learning objectives and minimum criteria
established by the National Association of REALTORS® 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.

     (b) 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 through 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 though 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 a Member who is still suspended as of that date will be automatically
terminated.

Section 6. Status Changes.

      (a) A REALTOR® who changes the conditions under which he holds membership shall be required to provide written
notification to the Association 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 30 days of the date they advised the Association of their change in status, their
new membership application will terminate automatically unless otherwise so directed by the Board of Directors. Reinstatement
after 30 days may be effected by a fee as directed by the Board of Directors.

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 30 days of the date the Association is advised of the disaffiliation with the current firm, membership
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 Association’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 first day of the month 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.

                                         ARTICLE VI - PRIVILEGES AND OBLIGATIONS

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



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Section 2.     Any Member of the Association may be reprimanded, fined, placed on probation, suspended, or expelled by the
Board of Directors for a violation of these Bylaws and Association Rules and Regulations consistent with these Bylaws, after a
hearing as provided in the Code of Ethics and Arbitration Manual of the Association. Although Members other than REALTOR®
Members are not subject to the Code of Ethics or its enforcement by the Association, such Members are encouraged to abide by
the principles established in the Code of Ethics of the National Association of REALTORS® and conduct their business and
professional practices accordingly. Further, Members other than REALTOR® Members may, upon recommendation of the Board of
Directors, 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 non-discriminatory basis, reflects
adversely on the terms REALTOR® or REALTORS® and the real estate industry, or for conduct that is inconsistent with or adverse
to the objectives and purposes of the Association, the Florida Association of REALTORS®, and the National Association of
REALTORS®.

Section 3.   Any REALTOR® Member 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, provided that the discipline
imposed is consistent with the discipline authorized by the Professional Standards Committee of the National Association of
REALTORS® 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 the Member submitting the resignation is indebted to the Association for dues, fees, fines, assessments, or of any of
its services, departments, divisions, or subsidiaries, the Association 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 Association or otherwise causes membership to terminate with an ethics complaint
pending, that 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.

             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) REALTOR® Members whose memberships in the Association are primary (“Primary REALTOR® Members”) and in good
standing, and whose financial obligations to the Association are paid in full, shall be entitled to vote and hold elective office in the
Association; may use the terms REALTOR® and REALTORS®, which use shall be subject to the provisions of Article VIII; and shall
have the primary responsibility to safeguard and promote the standards, interests, and welfare of the Association and the real estate
profession. There shall be no proxy voting.

     (b) REALTOR® Members whose memberships in the Association are secondary (“Secondary REALTOR® Members”) and in
good standing, and whose financial obligations to the Association are paid in full shall be entitled to vote in the Association, may use
the terms REALTOR® and REALTORS®, which use shall be subject to the provisions of Article VIII; and shall have the primary
responsibility to safeguard and promote the standards, interests, and welfare of the Association and the real estate profession.
There shall be no proxy voting.

      (c) If a REALTOR® Member is a principal in a firm, partnership, or corporation and is suspended or expelled, the firm,
partnership, or corporation shall not use the terms REALTOR® or REALTORS® 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, 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, whichever may apply. Further the membership of
REALTORS® 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
until connection of the disciplined Member with the firm, partnership, or corporation is severed, or unless the REALTOR® Member
(non-principal) elects to sever his/her connection with the REALTOR® and affiliate with another REALTOR® Member in good
standing in the Association, whichever may apply. If a REALTOR® Member who is other than a principal in a firm, partnership, or
corporation is suspended or expelled, the use of the terms REALTOR® or REALTORS® by the firm, partnership, or corporation shall
not be affected.

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

Section 7.        Institute Affiliate Members. Institute Affiliate Members shall have rights and privileges and be subject to obligations
prescribed by the Board of Directors consistent with the Constitution and Bylaws of the National Association of REALTORS®.
Institute Affiliate members cannot vote, hold office, participate in the Multiple Listing Service, or participate in committees; they may
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attend General Membership Meetings and participate in discussion. They shall not have the right to use the term REALTOR® or the
REALTOR® logo.

Section 8.     Affiliate Members. Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the
Board of Directors. Affiliate members in good standing whose financial obligations to the Association are paid in full shall be entitled
to vote for the election of Affiliate Directors and to seek and hold elective office as an Affiliate Director. Affiliate Members shall not
have the right or privilege to use the term REALTOR®.

Section 9.   Honorary Members. Honorary Membership shall confer only the right to attend meetings of the Association’s
membership to and participate in discussion. Honorary Members shall not have the right or privilege to use of the term REALTOR®
or to vote.

Section 10. Walter Rose Life Members. Life Members shall have the rights and privileges of REALTOR® Members.

Section 11. Certification by Designated REALTOR®. Designated REALTOR® Members shall certify to the Association annually
on a form provided by the Association, a complete listing of all individuals licensed or certified with the REALTOR®'S firm(s) , and
shall designate a primary Association for each individual who holds membership. Designated REALTORS® shall also identify any
non-member licensees in the REALTOR® office(s) and if Designated REALTOR® Dues have been paid to another association
based on said non-member licensees, the Designated REALTOR® shall identify the Association 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 notify the Association 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. Legal Liability Training. Within two years of the date of election to membership, and every two years thereafter, each
REALTOR® Member may be required by the Board of Directors to demonstrate that they have completed a course of instruction on
antitrust and agency laws, civil rights laws, or the REALTORS® Code of Ethics, its interpretation and meaning and/or the procedures
related to its enforcement.

     (a) This requirement will be considered satisfied upon presentation of evidence that the Member has completed an
educational program conducted by another Member Board or Association, the Florida Association of REALTORS®, the National
Association of REALTORS®, or any of its affiliated institutes, societies, or councils, or any other recognized educational institution
which, in the opinion of the Board of Directors, is an adequate substitute for the training programs conducted by the Association.

      (b) Failure to satisfy this requirement biennially will result in membership being suspended from the date it otherwise would
be renewed until such time that the Member provides evidence of completion of the aforementioned educational requirements;
provided that a Member may be terminated if this requirement is not satisfied within one hundred eighty (180) days from the renewal
date.

Section 13. Suspensions, Resignations, Expulsions and Reinstatements.

      (a) A Member suspended by the Board of Directors shall not have the right to vote or hold office or to use the term
REALTOR® or REALTORS® during the period of suspension. If a REALTOR® is a principal in a firm, partnership, corporation or
trust, or an office manager under Article IV, Section 1(a)(2), that firm, partnership, corporation or trust shall not use the terms
REALTOR® or REALTORS® in connection with its practice during the period of suspension, or until readmission to active
membership, or unless and until the REALTOR® thus suspended or expelled has severed his connection with the firm, partnership,
corporation or trust. In order for the suspended or expelled REALTOR® to sever his connection with the firm partnership,
corporation or trust, he must:

           (1)   Resign his office as an officer, director or officer manager of the firm;

           (2)   Dispose of his stock or ownership interest, if any, to the end that he retains no control or voting rights within the firm;
                 and

           (3)   Cease and desist from performing any duties or acts involving the supervision and direction of sales personnel.

In the event such suspended or expelled REALTOR® fails or refuses to sever his connection as herein defined, the memberships of
other REALTORS® associated with the firm, partnership, corporation or trust, shall be subject to suspension or termination during
the period of suspension or termination of said REALTOR® provided, however, that REALTOR® other than the REALTOR®
suspended or expelled, shall have the right to notice and a hearing as provided in the Code of Ethics and Arbitration Manual before
such suspension or termination of membership shall be effective.

     (b) A Member may submit a letter of resignation of membership to the Board of Directors and, upon payment of all financial
obligations to the Association, upon payment of all awards in arbitration, and upon submission to pending ethics proceedings, the
Board of Directors shall accept the resignation.

                                                                  Page 7
     (c) A former Member may be reinstated to membership within six months of resignation or termination by a majority vote of
the Board of Directors without payment of an additional application fee, and without attending the indoctrination course.

Section 14. Harassment

      Any Member of the Association may be reprimanded, placed on probation, suspended or expelled for harassment of an
Association or MLS employee or Association Officer or Director after an investigation in accordance with the procedures of the
Association.     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 unreasonably 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 Chairman of the Board, and Chairman-Elect and/or Vice Chairman 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. Disciplinary action may include any sanction authorized in the Association’s Code of Ethics and
Arbitration Manual. If the complaint names the Chairman of the Board, Chairman-Elect, or a Vice Chairman, they may not
participate in the proceedings and shall be replaced by the Immediate Past Chairman or, alternatively, by another member of the
Board of Directors selected by the highest ranking officer not named in the complaint.

Note: Suggested procedures for processing complaints of harassment are available online through http://www.REALTOR.org, or
from the Member Policy Department. (Amended 5/08)


                               ARTICLE VII - PROFESSIONAL STANDARDS AND ARBITRATION

Section 1.      The responsibility of the Association and of Association Members relating to the enforcement of the Code of Ethics,
the disciplining of Members, and the arbitration of disputes, and the organization and procedures incident thereto, shall be governed
by the Code of Ethics and Arbitration Manual of the National Association of REALTORS®, 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 Association to abide by the Constitution
and Bylaws and the Rules and Regulations of the Association, the Constitution and Bylaws of the Florida Association of
REALTORS®, the Constitution and Bylaws of the National Association of REALTORS®, and to abide by the Code of Ethics of the
National Association of REALTORS®, 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 the National Association as from time to time amended.

Section 3.      The responsibility of the Association and of Association members relating to the enforcement of the Code of Ethics,
the disciplining of members, the arbitration of disputes, and the organization and procedures incident thereto, shall be consistent
with the cooperative professional standards enforcement agreement entered into by the Association, which by this reference is
made a part of these Bylaws.

                               ARTICLE VIII - USE OF THE TERMS REALTOR® AND REALTORS®

Section 1.    Use of the terms REALTOR® and REALTORS® by members shall at all times be subject to the provisions of the
Constitution and Bylaws of the National Association of REALTORS® and to the Rules and Regulations prescribed by its Board of
Directors. The Association shall have the authority to control, jointly and in full cooperation with the National Association of
REALTORS®, use of the terms within its jurisdiction. Any misuse of the terms by members is a violation of a membership duty and
may subject members to disciplinary action by the Board of Directors after a hearing as provided for in the Association’s Code of
Ethics and Arbitration Manual.

Section 2.    REALTOR® Members of the Association shall have the privilege of using the terms REALTOR® and REALTORS® in
connection with their places of business within the State 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 REALTORS® only if all of 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 of the Association or Institute Affiliate
members as described in Section 1(b) of Article IV.

      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 REALTORS® 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.
                                                               Page 8
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 REALTORS® 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 REALTORS®, or the imprint of the emblem seal of
the National Association of REALTORS®.




                                       ARTICLE IX - STATE AND NATIONAL MEMBERSHIPS

Section 1.   The Association shall be a Member of the National Association of REALTORS® and the Florida Association of
           ®
REALTORS . By reason of the Association's Membership, each REALTOR® Member of the Member Association shall be entitled
to membership in the National Association of REALTORS® and the Florida Association of REALTORS® without further payment of
dues. The Association 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 Association recognizes the exclusive property rights of the National Association of REALTORS® in the terms
            ®
REALTOR and REALTORS®. The Association 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 of REALTORS®
that it has violated the conditions imposed upon the terms.

Section 3.   The Association adopts the Code of Ethics of the National Association of REALTORS® and agrees to enforce the
Code among its REALTOR® Members. The Association and all of its Members agree to abide by the Constitution, Bylaws, Rules
and Regulations, and policies of the National Association of REALTORS® and the Florida Association of REALTORS®.

                                              ARTICLE X - DUES AND ASSESSMENTS

Section 1.    Application Fee. The Board of Directors may adopt an application fee for REALTOR® Membership, in a reasonable
amount, not to exceed three times the amount of the annual dues for that class of membership.

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

     (a) REALTOR® Members. The annual dues of each Designated REALTOR® Member shall be in such base amount as
established by the Board of Directors as part of the annual budget process, plus an amount equal to the dues required of the
Association by the Florida Association of REALTORS® and National Association of REALTORS® which are attributable to the
Member, plus a like amount multiplied by the number of real estate salespersons and licensed or certified appraisers who:

              (1) are employed by, or affiliated as, independent contractors with the REALTOR®, or who are otherwise directly or
indirectly licensed with such REALTOR® Member; and

           (2) are not REALTOR® members of any other Member Board or Association in the State or Institute Affiliate Members of
the Association.

      In calculating the dues payable to the Association 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 Association in the state, or a state contiguous thereto, provided the Designated ed
REALTOR® notifies the Association in writing of the identity of the Association 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 Association.

    (b) The annual dues of each REALTOR® Member other than the Designated REALTOR® shall be an amount determined
annually by the Board of Directors.

      For the purpose of this Section, a REALTOR® Member of a Member Board or Association 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 principal, partner, or corporate
officer, or branch office manager 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 REALTORS®. 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
                                                                Page 9
aspects of the real estate business (except as provided for in Section 2 (a) (1) hereof) provided that such licensee is not otherwise
included in the computation of dues payable by the principal, partner, corporate officer, or branch office manager of the entity.

     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.

     (c) Institute Affiliate Members. The annual dues of each Institute Affiliate Member shall be as established in Article II of the
Bylaws of the National Association of REALTORS®.

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

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

     (f) Walter Rose Life Members.          Life Members shall pay no dues, other than that based on non-Association member
salespersons.

Section 3.     Dues Payable.

     (a) Dues for all Members shall be payable annually in advance on or before October 31st. Dues, fees, etc. which fall due on
a weekend or holiday, will be accepted through the next business day. Dues shall be computed from the date of application and
granting of provisional membership. Local dues for the first year of membership shall be prorated semi-annually. State and National
dues attributable to the members shall be prorated on the bases required by those organizations.

     (b) In the event the membership of a REALTOR® or Licensed or certified appraiser who holds REALTOR® membership is
suspended or terminated for nonpayment of dues and remains with the Designated REALTORS’® 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 the notice of termination.

Section 4.      Assessments. In the event of extraordinary or dire emergency or wherein emergency action is required for the
protection of the rights of members and property owners, an assessment of the membership upon approval of the Board of Directors
may be made.
Section 5.      Nonpayment of Financial Obligations.

      (a) If dues, fees, fines, charges, or other assessments including amounts owed to the Association, are not paid on the due
date, the nonpaying Member is subject to suspension at the discretion of the Board of Directors. One month after the due date,
membership of the nonpaying Member may be terminated at the discretion of the Board of Directors. However, no action shall be
taken to suspend or expel a Member for nonpayment of disputed amounts until the accuracy of the amount owed has been
confirmed by the Board of Directors. 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 Association 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.

      (b) The Board of Directors may take such action as it deems appropriate, including instituting legal action to collect dues,
fees, charges and assessments owed the Association, and receive, in addition, its reasonable attorney's fees and court costs.

      (c) No rebate of any dues payable to the Association, including that portion equal to the amount of the Association's state
and national dues attributable to the Member which have been paid, shall be made to any Member upon termination of membership
for any cause except at the sole discretion of the Board of Directors for good cause shown.

Section 6.      Notice of Delinquent Dues, Fees, Fines, Assessments, and Other Financial Obligations of Members. All dues,
fees, fines, assessments, or other financial obligations to the Association shall be noticed to the delinquent Association Member in
writing setting forth the amount owed and due date.



                                                                Page 10
Section 7.        Deposit. All monies received by the Association for any purpose shall be deposited to the credit of the Association
in a financial institution or institutions selected by resolution of the Board of Directors.

Section 8. Expenditures. Capital expenditures in excess of $15,000 may not be made unless authorized by a majority of the
Board of Directors.

Section 9. The dues of REALTOR® Members who are REALTOR® Emeritus (as recognized by the National Association of
REALTOR®), Past Presidents of the National Association of REALTOR®, recipients of the NAR Distinguished Service Award, or
ORRA Walter Rose Lifetime Award recipients, shall be as determined by the Board of Directors.




                                      ARTICLE XI - OFFICERS AND BOARD OF DIRECTORS
Section 1.    Officers.

      (a) The elected officers of the Association shall be a Chairman, Chairman-Elect, and two Vice Chairmen and shall be
REALTOR® Members in good standing. A Past Chairman shall not be eligible for election as an officer. All officers are by election
except that of Chairman. The Chairman-Elect serves the term for which elected and succeeds to the office of Chairman the
following year.

     (b) The officers shall have such powers and duties as usually pertain to their respective offices as well as such powers and
duties as may from time to time be conferred by the Board of Directors.

           (1) CHAIRMAN. The Chairman shall be the chief elected officer and shall preside at meetings of the Association, the
Board of Directors, and the Executive Committee. The Chairman may sign with other proper officers of the Association authorized
by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws or by statute to some other officer or agent of the Association; and in general the Chairman shall
perform all duties incident to the office of the Chairman and such other duties as may be prescribed by the Board of Directors from
time to time.

            (2) CHAIRMAN-ELECT. The Chairman-Elect shall perform such duties and responsibilities as are assigned by the
Chairman and the Board of Directors and, in the absence or inability of the Chairman to perform the duties of the office of Chairman,
the Chairman-Elect shall perform such duties. The Chairman-Elect shall succeed to the office of Chairman in the event of the
death, disability, removal from office, or resignation of the Chairman. Upon completion of the Chairman-Elect’s elective year the
Chairman-Elect shall succeed to the office of Chairman unless the Chairman-Elect has succeeded to the office of Chairman due to
the failure of the Chairman to fill his/her term of office for any reason. In such case the Chairman-Elect shall fill the unexpired term
of the Chairman and, in addition, shall then succeed to the office of the Chairman for a full term.

            (3) VICE-CHAIRMEN. The Vice-Chairmen shall have such titles, duties, and responsibilities as assigned by the Board
of Directors or Chairman. One Vice-Chairman shall be appointed Chairman of the Budget and Finance Committee and, in
consultation with that Committee and the Association Executive, shall prepare a budget for the ensuing fiscal year and give financial
reports of the Association at meetings of the members and to the Board of Directors at its regular meeting. The other Vice-Chairman
shall be appointed liaison to the committees and operations of the Association.

     (c) A Chairman-Elect candidate shall have served at least three years of the previous five years as an ORRA Director, and a
Vice Chairman candidate shall have served at least two consecutive years as an ORRA Director; be an active FAR Director; have
no FREC violations on his/her record within the preceding five years; and have served on Budget and Finance or Strategic Planning
Committees. For purposes of determining the above service qualifications of candidates for director or officer positions under these
Bylaws, a candidate’s current year of service shall be considered a completed year of service.

Section 2.    Board of Directors.

      (a) The governing body of the Association shall be a Board of Directors consisting of the Officers known as ex-officio
directors, the Immediate Past Chairman, known as an ex-officio director, twelve elected directors, and may include one Affiliate
Member and up to two appointed Directors, per Section 4 and 5 below. The Association Executive shall be an ex-officio, non-voting
member of the Board of Directors and also serves as corporate secretary.

         (1) The Immediate Past Chairman shall be the living REALTOR® who most recently served a full term in the office of
Chairman of this Association.

        (2) All Officers and Directors, except the Association Executive and the Affiliate Director, shall be REALTOR®
Members of the Association in good standing at the time of election and at all times during service as a Officer/Director.
                                                               Page 11
           (3) No more than 25% of the Board of Directors can be representatives of any one brokerage firm. This requirement
shall be satisfied at the time of qualification.

      (b) The Board of Directors shall manage the affairs of the Association, approve all committee appointments, consider
membership applications, adopt a budget, authorize an annual certified audit of the books and accounts of the Association by a
Certified Public Accountant, employ Legal Counsel, employ individuals to assist in conducting the affairs of the Association, and
adopt policies and procedures as needed to carry on the business of the Association.

Section 3.      Elected Directors-at-Large. Twelve REALTORS® shall be elected by REALTOR® Members to staggered three year
terms with four Directors in each year group. Elected Directors shall serve for no more than two consecutive three-year terms and
shall not be eligible for reelection as an elected Director for at least one year. In no case shall a Director-at-Large serve for more
than seven (7) consecutive years, which may include two elected terms and one (1) one year appointment, or such other
combination of elected and appointed terms not exceeding seven (7) consecutive years. Directors shall be REALTOR® members of
the Association in good standing at the time of election and at all times during service as a Director. All Directors must have
completed a leadership training course offered by the Association (or its equivalent) and be a member of the Honor Society by the
end of their first year on the Board of Directors, or will be subject to removal, pending review by, and at the discretion of, the Board
of Directors.

Section 4.     Elected Affiliate Director-at-Large. One Affiliate Member shall be elected by REALTOR® and Affiliate Members to a
two-year term. The elected Affiliate shall have been a Member of the Orlando Regional REALTOR® Association for at least three
years immediately prior to election and must have served on at least two different committees, PAG’s, Task Forces, etc. in the last
three years immediately preceding election. The Elected Affiliate Director shall serve for no more than two consecutive two-year
terms and shall not be eligible for reelection as an elected Affiliate Director for at least one year. The Affiliate Director shall have full
voting privileges except on Professional Standards or Grievance matters, shall be screened through the Association's
Qualifications Committee process and must attend new member orientation to be considered as a candidate. The Affiliate Director
must have completed a leadership training course offered by the Association (or its equivalent) and be a member of the Honor
Society by the end of his/her first year on the Board of Directors, or may be subject to removal, upon review by, and at the discretion
of, the Board of Directors.

Section 5.    Appointed One Year At-Large Directors. The Chairman-Elect, may recommend, by October 31, up to two
additional REALTOR® members for appointment to one-year terms as at-large Directors to serve during his/her Chairmanship,
subject to confirmation of the Board of Directors. These appointments shall be used as necessary to help ensure that the
composition of the Board of Directors more accurately reflects the membership. The Appointed Director shall be a REALTOR®
Member in good standing, must have completed a leadership training course offered by the Association (or its equivalent) and be a
member of the Honor Society by the end of his/her first year on the Board of Directors, or will be subject to removal, pending review
by the Board of Directors.

Section 6.   Duties. The duties of the Officers and elected Directors shall be as described in the Policies and Procedures manual
and as may be assigned them by the Board of Directors.

Section 7.     Election of Officers and Elected Directors.

     (a) On or before April 1 each year, Members shall be notified of the annual election of Officer and Directors and the
opportunity to seek election for a position for which he or she is eligible; provided, however, for purposes of transition under these
Bylaws, such notice for 2009 elections shall be sent no later than April 15, 2009. A Member who desires to seek election for an
Officer or Director positions shall notify the Association in writing or electronically via the internet on the Consent to Serve Form,
which includes a list of Officer and Director qualifications for service, and the Member may attach his or her resume. Such notice
must be received by the Association on or before May 1 at 5:00 p.m.

     (b) Any Member in good standing, and who meets the qualifications per Sections 3 and 4 above, and whose dues have been
paid as of November 1 of the current fiscal year, may seek election to the Board of Directors for a Director position.

     (c) Consent To Serve Forms for the election of Officers and elected Directors shall be reviewed by a Qualifications
Committee composed of seven people with a quorum of five necessary to conduct business. The composition shall include the
Immediate Past Chairman of the Board as Committee Chairman, the Chairman of the Board, the Chairman-Elect, one
representative from each BOD Director class of membership, elected by each class (3), one at-large member chosen by the
Chairman-Elect, one alternate from each Director class chosen by that class, and confirmed by the Board of Directors. If the
Immediate Past Chairman is not available for a position, the most immediately available Past Chairman shall be appointed.
Committee members shall not be eligible to be screened for a Director or Officer position. No more than two members from the
same firm shall serve on the Qualifications Committee or serve more than two consecutive one-year terms. Qualifications
Committee service shall be announced in February of each year, with appointments selected by the March Board of Directors
meeting.


                                                                 Page 12
The Qualifications Committee shall interview each candidate to ensure he/she is deemed qualified to hold the office he/she is
running for and send notice of all candidates qualified to serve as Officers and Directors by electronic means to all members at least
30 days before the Annual Election Meeting. Should an elected Director be nominated for an Officer position, a nominee shall be
selected for the position to be vacated. All candidates deemed qualified by the Qualifications Committee may run in the general
election.

       (e) The four candidates for director positions receiving the highest number of votes (plurality) shall each be declared elected
for a three year term. Such candidates elected are sometimes referred to herein as Director-Elect. The candidates for each officer
position receiving the highest number of votes (plurality) shall each be declared elected for their respective officer position. For the
Affiliate Director, the one affiliate candidate receiving the highest number of votes shall be declared elected for a two year term. In
case of a tie in any election, the selection shall be made by lot.

     (f) Election shall be by ballot. If there is more than one candidate for any office, election shall be by secure electronic
means. The ballot shall contain the names of all candidates. Electronic voting period shall commence five days prior to the election
meeting and end by noon the day prior to the election meeting. The election results shall be confidential until announced at a
general membership meeting to be held prior to August 1 for the purpose of announcing elected Directors and Officers.

      (g) After a Director has served the maximum consecutive terms allowed, he or she will not be eligible to serve again as a
Director until he or she has been out of office for at least one year. This provision does not prevent the election to an officer
position, of a currently serving Director or Officer whose term on the Board of Directors is expiring, or has expired. No Member may
hold the same office more than once per term of Director service.

      (h) Voting. The members shall vote via the Internet or at a kiosk at the Association, and in conformity with such additional
rules and regulations as the Board of Directors may adopt.

           (1) The electronic election ballot shall contain the Director and Officer positions and the names in alphabetical order by
last name, of all candidates. Ballots shall be transmitted electronically via the Internet to each Member eligible to vote at least
twelve (12) days prior to the general membership meeting scheduled to announce the Directors and Officers. The election shall be
administered by the Association's general counsel or outside auditors.
           (2) Any REALTOR® Member in good standing whose dues have been paid as of November 1 of the current year may
vote in the general election.

     (i)   Term of office for Directors.

           (1) The term of office for each director, except for ex-officio directors, shall be three years or until the successor is
elected and shall begin November 1 following the election.
           (2) No director, other than ex-officio directors, may serve for more than two consecutive terms. Service equaling or
exceeding one-half term or more shall be considered a full term. However, an appointed Director shall serve for a term of one year,
and may serve no more than two terms as an appointed director. Four Directors shall be elected annually, and one Affiliate Director
shall be elected every other year.

Section 8. Term of Office.

     (a)   Officers.
           (1) The term of office for each officer shall be one year or until the successor is elected and shall begin November 1
following election.
           (2) Service equaling or exceeding one-half a term shall be considered a full term.
           (3) Each Vice-Chairman may serve for a maximum of two consecutive terms.

     (b)   Affiliate Directors.

          (1) The term of office for each Affiliate Director shall be two years or until the successor is elected and shall begin
November 1 following the election.
          (2) No Affiliate Director may serve for more than two consecutive terms. Service equaling or exceeding one-half term or
more shall be considered a full term.

Section 9.     Vacancies.

     (a)   Officers.

           (1) A vacancy in the office of Chairman shall be filled by the Chairman-Elect who shall thereafter serve as provided in
Section 1.(b)(2) of this Article XI.



                                                               Page 13
         (2) A vacancy in the office of Chairman-Elect shall be filled by one of the Vice-Chairmen chosen by a majority vote of
the Board of Directors, and who shall assume those duties on an interim basis until a new Chairman-Elect is elected by the
members.
         (3) A vacancy in the office of Vice-Chairman shall be filled by the Board of Directors by majority vote until a new Vice-
Chairman is elected by the members.

     (b)   Directors.

           (1) Vacancies among Directors, other than ex-officio directors, shall be filled by a majority vote of the Board of
Directors, upon nomination of the Chairman and those thus elected shall serve the remainder of the term. The Chairman shall fill
vacancies occurring from the Appointed Directors, if any.
           (2) If a director is absent from any two regularly scheduled meetings of the Board of Directors during any 12-month
period without being excused by the Chairman, or in the event a director is absent from any four such meetings during any 12-
month period, regardless of excuse, the Board of Directors may remove such director by majority vote of the remaining directors.

Section 10. Removal of Officers or Directors. In the event that an Officer or Director is deemed to be incapable of fulfilling the
duties for which elected, or has violated the bylaws of the Association, and will not resign from office voluntarily, the Officer or
Director may be removed from office under the following procedure. Any Officer or Director removed from office may not re-apply
for office for a period of three years.
      (a) A petition requiring the removal of an Officer or Board of Directors member and signed by a majority of Board of Directors
members shall be filed with the Chairman or if the Chairman is the subject of the petition, with the Chairman -Elect, and shall
specifically set forth the reasons the individual is deemed disqualified from further service.

     (b) Upon receipt of the petition, and not less than twenty days or more than forty-five days thereafter, a special meeting of the
Board of Directors shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Board of
Directors member and to render a decision on such petition.

     (c) The special meeting shall be noticed to all of the Board of Directors at least ten days prior to the meeting, and shall be
conducted by the Chairman of the Board unless the Chairman of the Board's continued service in office is being considered at the
meeting. In such case, the Chairman -Elect will conduct the meeting of the hearing by the Members. Provided a quorum is present,
a three-fourths vote of the Board of Directors present and voting (excluding the affected Officer or Director) shall be required for
removal from office.

                                                       ARTICLE XII-MEETINGS

Section 1.     Membership.

     (a) The annual meeting of the Association shall be held during the last quarter of the fiscal year, the date, place, and hour to
be designated by the Chairman.

      (b) Prior written notice shall be given to members entitled to participate in the meetings. Special meetings of the Association
shall be held at the call of the Board of Directors or upon the written request of any fifty (50) REALTOR® members entitled to vote. If
a special meeting is called, it shall be accompanied by a written statement of the purpose of the meeting and the members shall be
notified, where possible, at least 72 hours prior to the date of the meeting. All notices may be sent by first class mail or in any other
manner as provided by the Florida Statutes, as amended.

     (c)   A quorum for a regular, annual, or special membership meeting will be those REALTOR® members present.

Section 2.     Board of Directors.

      (a) MEETINGS. The Board of Directors shall provide by resolution the time and place for the holding of regular meetings of
the Association without other notice than such resolution. Special meetings of the Board of Directors shall be called by the
Chairman or upon the request of at least five (5) Directors. Notice of any special meetings of the Board of Directors shall be given
at least three (3) days previously thereto by telephone or as otherwise provided, to each Director. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any director may
waive notice of any meeting. The attendance of a Director at any such meeting shall constitute a waiver of notice of such meeting,
excepting where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need to be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by
these Bylaws. Meetings of the Board of Directors may be held by means of video conferencing, conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a
meeting shall constitute presence in person at such a meeting, except where a person participates in the meeting of the express
purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.


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     (b) A teleconference meeting of the Board of Directors may be held at such time as the Chairman of the Board may
determine. For special meetings, action shall be limited to those items noticed in the call for the meeting.

     (c) A quorum for regular, special or teleconference meetings shall be at least 51% of the appointed, elected and/or ex-officio
voting Directors.

     (d) Director voting by electronic means. When a decision needs to be made that cannot be delayed until the regular or
special meeting of the Board of Directors, a vote may be taken by electronic means limited to facsimile, or e-mail, at the direction of
the Chairman of the Board. In the event such vote is necessary, unanimous approval of all members of the Board of Directors shall
be required for adoption of a motion.

                                                    ARTICLE XIII- COMMITTEES

Section 1.     Committees, Task Forces, Councils, Divisions and Recognized Clubs and Groups. The Chairman shall appoint
committees task forces, councils, divisions, and recognized clubs and groups from among the REALTOR® and Affiliate Members.
Absence from three regular meetings without an excuse deemed valid by the Committee Chairman shall be construed as
resignation there from, provided, however, that the Chairman may remove any committee member with or without cause.
Appointments to the Professional Standards Committee and Grievance Committee shall be consistent with the cooperative
professional standards enforcement agreement of the Association.

Section 2.     Executive Committee.

     (a) The Executive Committee shall consist of the Chairman, the Chairman-Elect, the two Vice Chairmen, and the Immediate
Past Chairman and one member of the Board of Directors who shall be appointed annually by the Board of Directors and serve for
not more than two consecutive one-year terms. The Association Executive shall be an ex-officio, non-voting member.

     (b) The Executive Committee shall be under the direction and control of the Board of Directors, however, the Executive
Committee has the authority to take action between meetings of the Board as authorized within the guidelines of established policy
as approved by the Board of Directors.

   (c) Meetings of the Executive Committee shall be held upon the call of the Chairman or upon written request of any three (3)
members of the Executive Committee.

     (d)   The quorum for meetings of the Executive Committee shall be four (4) members of the Executive Committee.

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 Chairman or the Board of Directors and as set forth in the Policies and Procedures Manual.

Section 4.  The Chairman shall be an ex-officio member of all committees except the Nominating, Grievance and Professional
Standards Committees.

Section 5.  A quorum for a scheduled and announced standing committee shall consist of at least twenty-five percent of the
membership of the committee.

Section 6.     Action without Meeting. Any committee may act by unanimous consent in writing without a meeting. The consent
shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or
more of the members of the committee.

Section 7.     Attendance by Telephone. Members of a committee may participate in any meeting through the use of a
conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each
other. Such participation shall be at the discretion of the Chairman and shall constitute presence at the meeting.


                                                      ARTICLE XIV - FINANCE

Section 1.     The Fiscal Year of the Association shall be November 1 to October 31.

Section 2.      All monies received by the Association for any purpose shall be deposited in a federally insured financial institution or
institutions selected by the Board of Directors, or shall be invested in the name of the Association in securities or other investment
vehicles consistent with the investment policy of the Association, as approved by the Board of Directors.

Section 3.     The Board of Directors shall adopt a budget prior to the beginning of each ensuing fiscal year and shall administer the
finances of the Association.

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Section 4.    Special Funds. The Board of Directors may establish special funds for the purposes stated below:

     (a) Legal Action Fund. There may be a fund called the Legal Action Fund which shall be maintained at a minimum level set
by the Board of Directors. It shall be used for the purposes listed herein when authorized by the Board of Directors.

           (1) Enforcement of the Bylaws, Rules and Regulations, Code of Ethics and Arbitration Manual of the National
Association of REALTORS®,
           (2) Defense of the Association,
           (3) Support of members, after consultation and recommendation of the Association attorney, in cases that would affect
REALTORS®, as a group.
           (4) Legal action necessary to defend or oppose legislation at the local, state and national level such as real estate and
property rights related issues, and other expenditures as deemed appropriate by the Board of Directors.

      (b) Issues Mobilization Fund. This fund may be established for use in support of or opposition to public policy issues directly
or indirectly affecting the real estate business in the Association's jurisdiction.

      (c) Political Action Committee Funds. Only political action committee funds as returned from the Florida Association of
REALTORS® political action fund shall be used to support candidates for political office under procedures approved by the Board of
Directors. Contributions to candidates for local office shall be limited to FAR Political Action Committee funds or to non-cash in-kind
contributions from an Association sponsored Political Action Committee.

Section 5.     Audit Committee. The Chairman of the Board shall appoint an Audit Committee whose purpose is to assist the
Board in overseeing the integrity of the financial statements of ORRA; assist ORRA with compliance of legal and regulatory
requirements; review ORRA’s independent auditors’ qualifications and independence; and review the performance of the
independent auditors.

      (a) The Committee shall be comprised of at least three (3) but not more than five members, each of whom must be
independent by virtue of: (i) not receiving compensation from the Corporation and (ii) being free of any relationship that, in the
opinion of the Board, would interfere with his or her exercise of independent judgment. The Vice Chairman of Budget and Finance
will be a member of the Committee. No officer other than the Vice Chairman of Budget and Finance may serve on the Committee.
Not more than one (1) member from any one brokerage firm may serve as a member of the Committee at one time. Members
serving on the Committee shall be financially literate, as interpreted by the Board in its business judgment (or shall become
financially literate within a reasonable period of time after their appointment).

     (b) The members of the Committee, other than the Vice Chairman, will be appointed by the Chairman with approval of the
Board, and serve at the pleasure of the Board. The Board has the sole authority to remove Committee members and to fill
vacancies on the Committee. The Chairman of the Board will appoint the chairperson, with Board approval, who shall have
accounting or related financial management expertise or experience, as the Board interprets this qualification in its business
judgment.

                                                       ARTICLE XV - OFFICE

Section 1.    Board Office.

     (a) The business at the office shall be under the direction of the Association Executive, who shall be selected by the Board of
Directors and work under the supervision of the Chairman of the Board.

     (b)   Funds shall be allocated in the budget for necessary personnel and other expenses of operating the office.

     (c) The Association Executive shall be bonded by a surety company in the amount set by the Board of Directors, and the
cost of the bond shall be paid by the Association.

Section 2.    The Association Executive. There shall be an Association Executive, appointed by the Board of Directors, who
shall be the chief administrative officer of the Association. The chief staff executive shall have the authority to hire, supervise,
evaluate and terminate other staff, if any, and shall perform such other duties as prescribed by the Board of Directors.


                                                ARTICLE XVI - RULES OF ORDER

Robert's Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Association, its Board of
Directors and committees, in all instances wherein its provisions do not conflict with these Bylaws.

                                                  ARTICLE XVII - AMENDMENTS


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Section 1.     These Bylaws may be amended by an affirmative 2/3 vote of the REALTOR® Members present and qualified to vote
at any meeting at which a quorum is present, provided the substance of such proposed amendment or amendments shall be plainly
stated in the call for the meeting. In addition, the Board of Directors may amend these Bylaws without vote of the members if the
amendment is (i) mandated by the Board of Directors of the National Association of REALTORS® and is not required by Florida law
to be included in the articles of incorporation, and relates to the Association's name, objectives, jurisdiction, professional standards
and arbitration, use of the terms REALTOR® and REALTORS®, admission or qualification of REALTOR® and Institute Affiliate
Members, state and national membership, rules of order, or dissolution; or (ii) is recommended by the Board of Directors or legal
counsel of the National Association of REALTORS® to bring these Bylaws into compliance with existing National Association rules,
regulations, or member policies.

Section 2.      All meetings at which amendments to be considered shall be noticed by printed or electronic means to every Member
eligible to vote at least 10 business days prior to the meeting.

Section 3.      Amendments to these Bylaws affecting the admission or qualification of REALTOR® and Institute Affiliate Members,
the use of the terms REALTOR® and REALTORS®, or any alteration in the territorial jurisdiction of the Association shall become
effective upon their approval as authorized by the Board of Directors of the National Association of REALTORS®.

                                                    ARTICLE XVIII- DISSOLUTION

Upon the dissolution or winding up of affairs of this Association, the Board of Directors, after providing for the payment of all
obligations, shall distribute any remaining assets to the Florida Association of REALTORS® or within its discretion, to any other non-
profit tax-exempt organization.

                                                 ARTICLE XIX - MULTIPLE LISTING

Section 1.    Authority. The Orlando Regional REALTOR® Association shall participate in a Multiple Listing Service which shall
be a lawful corporation of the State of Florida, all the stock of which shall be owned by the Orlando Regional REALTOR®
Association and other participating associations of REALTORS®.

Section 2.    Purpose. A Multiple Listing Service is a means by which authorized Participants make blanket unilateral offers of
compensation to other Participants (acting as subagents, buyer agents, or in other agency or non-agency capacities defined by
law); by which cooperation among participants is enhanced; by which information is accumulated and disseminated to enable
authorized Participants to prepare appraisals, analyses, and other valuations of real property for bona fide clients and customers; by
which Participants engaging in real estate appraisal contribute to common databases; and is a facility for the orderly correlation and
dissemination of listing information so participants may better serve their clients and the public. Entitlement to compensation is
determined by the cooperating broker's performance as a procuring cause of the sale (or lease).

Section 3.       Governing Documents. The Board of Directors shall cause any Multiple Listing Service established by it pursuant to
this Article to conform its Corporate Charter, Constitution, Bylaws, Rules, Regulations, and Policies, Practices, and Procedures at all
times to the Constitution, Bylaws, Rules, Regulations, and Policies of the National Association of REALTORS®.

Section 4.     Participation. Any REALTOR® Member of this or any other Member Association who is a principal, partner,
corporate officer, or branch manager acting on behalf of the principal, without further qualification, except as otherwise stipulated in
these bylaws, shall be eligible to participate in Multiple Listing upon agreeing in writing to conform to the rules and regulations
thereof and to pay the costs incidental thereto. However, under no circumstances is any individual or firm, regardless of
membership status, entitled to Multiple Listing Service “membership” or “participation” unless they hold a current, valid real estate
broker’s license and offer or accept compensation to and from other Participants or are licensed or certified by an appropriate state
regulatory agency to engage in the appraisal of real property. Use of information developed by or published by a Board Multiple
Listing Service is strictly limited to the activities authorized under a Participant’s licensure(s) or certification and unauthorized uses
are prohibited. Further, none of the foregoing is intended to convey “participation” or “membership” or any right of access to
information developed by or published by a Board Multiple Listing Service where access to such information is prohibited by law.

       (a) Mere possession of a broker’s license is not sufficient to qualify for MLS participation. Rather, the requirement that an
individual or firm offers or accepts cooperation and compensation means that the participant actively endeavors during the operation
of its real estate business to list real property of the type listed on the MLS and/or to accept offers of cooperation and compensation
made by listing brokers or agents in the MLS. “Actively” means on a continual and ongoing basis during the operation of the
participant’s real estate business. The “actively” requirement is not intended to preclude MLS participation by a participant or
potential participant that operates a real estate business on a part-time, seasonal, or similarly time-limited basis or that has its
business interrupted by periods of relative inactivity occasioned by market conditions. Similarly, the requirement is not intended to
deny MLS participation to a participant or potential participant who has not achieved a minimum number of transactions despite
good faith efforts. Nor is it intended to permit an MLS to deny participation based on the level of service provided by the participant
or potential participant as long as the level of service satisfies state law.



                                                                Page 17
      (b) The key is that the participant or potential participant actively endeavors to make or accept offers of cooperation and
compensation with respect to properties of the type that are listed on the MLS in which participation is sought.
This requirement does not permit an MLS to deny participation to a participant or potential participant that operates a “Virtual Office
Website” (VOW) (including a VOW that the participant uses to refer customers to other participants) if the participant or potential
participant actively endeavors to make or accept offers of cooperation and compensation. An MLS may evaluate whether a
participant or potential participant actively endeavor during the operation of its real estate business to offer or accept cooperation
and compensation only if the MLS has a reasonable basis to believe that the participant or potential participant is in fact not doing
so. The membership requirement shall be applied in a nondiscriminatory manner to all participants and potential participants.

      (c) A nonmember applicant for MLS participation who is a principal, partner, corporate officer, or branch office manager
acting on behalf of a principal, shall supply evidence satisfactory to the Board of Directors that he has no record of recent or
pending bankruptcy; has no record of official sanctions involving unprofessional conduct; agrees to complete a course of instruction
(if any) covering the MLS rules and regulations and computer training related to MLS information entry and retrieval, and shall pass
such reasonable and non-discriminatory written examination thereon as may be required by the MLS; and shall agree that if elected
as a participant, he will abide by such rules and regulations and pay the MLS fees and dues, including the nonmember differential (if
any), as from time to time established. Under no circumstances is any individual or firm entitled to MLS participation or membership
unless they hold a current, valid real estate broker’s license and offer or accept compensation to and from other participants, or are
licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property. Use of information
developed by or published by an association Multiple Listing Service is strictly limited to the activities authorized under a
participant’s licensure(s) or certification and unauthorized uses are prohibited. Further, none of the foregoing is intended to convey
participation or membership or any right of access to information developed by or published by an association Multiple Listing
Service where access to such information is prohibited by law.

       (d) Mere possession of a broker’s license is not sufficient to qualify for MLS participation. Rather, the requirement that an
individual or firm offers or accepts cooperation and compensation means that the participant actively endeavors during the operation
of its real estate business to list real property of the type listed on the MLS and/or to accept offers of cooperation and compensation
made by listing brokers or agents in the MLS. “Actively” means on a continual and ongoing basis during the operation of the
participant’s real estate business. The “actively” requirement is not intended to preclude MLS participation by a participant or
potential participant that operates a real estate business on a part-time, seasonal, or similarly time-limited basis or that has its
business interrupted by periods of relative inactivity occasioned by market conditions. Similarly, the requirement is not intended to
deny MLS participation to a participant or potential participant who has not achieved a minimum number of transactions despite
good faith efforts. Nor is it intended to permit an MLS to deny participation based on the level of service provide by the participant or
potential participant as long as the level of service satisfies state law.

      (e) The key is that the participant or potential participant actively endeavors to make or accept offers of cooperation and
compensation with respect to properties of the type that are listed on the MLS in which participation is sought. This requirement
does not permit an MLS to deny participation to a participant or potential participant that operates a “Virtual Office Website” (VOW)
(including a VOW that the participant uses to refer customers to other participants) if the participant or potential participant actively
endeavors to make or accept offers of cooperation and compensation. An MLS may evaluate whether a participant or potential
participant actively endeavors during the operation of its real estate business to offer or accept cooperation and compensation only
if the MLS has a reasonable basis to believe that the participant or potential participant is in fact not doing so. The membership
requirement shall be applied in a nondiscriminatory manner to all participants and potential participants.

Section 5.      Subscribers. Subscribers (or users) of the MLS include non-principal brokers, sales associates, and licensed and
certified appraisers affiliated with Participants. Subscribers also include affiliated unlicensed administrative and clerical staff,
personal assistants, and individuals seeking licensure or certification as real estate appraisers who are under the direct supervision
of an MLS Participant or the Participant’s licensed designee.

                                 ARTICLE XX – OTHER ORGANIZATIONS AND PARTNERSHIPS

Section 1.        Upon approval of the Board of Directors, the Association may establish from time to time such for-profit or not-for-
profit entities, whether as wholly owned subsidiaries or as joint venture partnerships, as may be needed to accomplish the stated
objectives of the organization.




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Bylaws & policies/Bylaws - original




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