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ARTICLE 1 - NAME

Section 1. Name. The name of this organization shall be the Lorain County Association of REALTORS®, herein after referred to as the “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 of 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 interest of home and other real property ownership.

Section 5. To unite those engaged in the real estate profession in this community with the Ohio 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, those 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: Lorain County, Ohio, in its entirety.

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 six classes of Members, as follows:
(a) REALTOR® Members. REALTOR® Members, whether primary or secondary shall be:
(i) 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, or financing, building, developing or subdividing real estate, and who maintain or are associated with an established real estate office in the state of Ohio or state contiguous thereto. All persons who are partners in a partnership, or all officers in a corporation who are actively engaged in the real estate profession within the state or a state contiguous thereto shall qualify for REALTOR® Membership only, and each is required to hold REALTOR® Membership in a Board of REALTORS® within the state or state contiguous thereto 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.

(ii) 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 must meet the qualifications set out in Article V.

(iii) Franchise 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 the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics) EXCEPT: obligations related to Board mandated education, meeting attendance, or indoctrination classes or other similar requirements; the right to use the term REALTOR® in connection with their franchise organization’s name; and the right to hold elective office in the local Board, state Association and National Association.

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

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

(b) Institute Affiliate Members. Institute Affiliate members shall be individuals who hold a professional designation awarded by a qualified 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 vote or hold office. Any such individual, if otherwise eligible, may elect to hold REALTOR® membership, subject to payment of applicable dues for such membership.

(c) Affiliate Members. Affiliate Members shall be real estate owners and other individuals or firms, who, while not engaged in the real estate profession as defined in paragraphs (a) or (b) of this Section, have interests requiring information concerning real estate, and are in sympathy with the objectives of the Association. Affiliate Membership shall also be granted to individuals licensed or certified to engage in real estate practice 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.

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

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

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

ARTICLE V - QUALIFICATION AND ELECTION
Section 1. Application
(a) An application for membership shall be made in such manner and form as may be prescribed by the Board of Directors and made available to any one requesting it. The application form shall contain among the statements to be signed by the applicant: (1) that the applicant has or has had access to, has carefully reviewed, and if elected a Member, will abide by the Bylaws and the Rules and Regulations of the Association, the Constitution and Bylaws of the State Association, the Constitution and Bylaws of the State Association, the Constitution and Bylaws of the NATIONAL ASSOCIATION OF REALTORS®, and if a REALTOR® or Nonresident member, will abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, including 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, as from time to time amended, and (2) that applicant consents that the Association, through its Board of Directors or otherwise, may invite and receive information and comment about applicant from any Member or other persons, and 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, Constitutions, Rules and Regulations, and Code of Ethics referred to above.

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 or she is actively engaged in the real estate profession and 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 or a state continuous thereto, complies with current licensing requirements of the State of Ohio, has no record of official sanctions involving unprofessional conduct, no recent or pending bankruptcy, agrees to complete a course of instruction covering the Bylaws and Rules and Regulations of the Association, the Constitution and Bylaws of the State Association and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, shall pass reasonable and nondiscriminatory written examinations therein as may be required by the Committee, and shall agree that if elected to membership, will abide by the Constitutions, Bylaws, Rules and Regulations, and Code of Ethics.

(b) Individuals who are engaged in the real estate profession other than as sole proprietors, partners, corporate officers or branch office managers, in order to qualify for REALTOR® Membership, shall at the time of application be associated either as an employee or as an independent contractor with a Designated REALTOR® Member of this Association or as a Designated REALTOR® Member of another Board (if a secondary member), and 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 Constitution and 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 Committee, and shall agree in writing that if elected to membership, will abide by the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and by the Constitutions, Bylaws, and 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:
(i) All final findings of Code of Ethics violations and violations of other membership duties in any other association within the past three (3) years.
(ii) Pending ethics complaints (or hearings).
(iii) Unsatisfied discipline pending.
(iv) Pending arbitration requests (or hearings).
(v) 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). The Association 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 (6) 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.

If a member resigns from another association with an ethics complaint or arbitration request pending, the association may condition membership on the applicant’s certification that he/she will submit to the pending ethics or arbitration proceeding (in accordance with the established procedures of the association to which the applicant has made application) and will abide by the decision of the hearing panel.

(d) An applicant for Institute Affiliate membership shall supply to the Board of Directors evidence that applicant holds a professional designation awarded by a qualified Institute, Society or Council Affiliate with the NATIONAL ASSOCIATION OF REALTORS® that addresses a specialty area other than residential brokerage or who otherwise holds a class of membership in such Institute, Society or Council that confers the right to vote or hold office, and shall agree, if elected to membership, to abide by the Constitutions, Bylaws, and Rules and Regulations of the local Association, State Association, and the National Association.

Section3. 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 priveleges 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 within 60 days from the Association’s receiipt of their application, membership may, at the discretion of the Board of Directors, be terminated.

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

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

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

Section 4. Status Changes.

(a) A REALTOR® who changes the conditions under which he holds membership shall be required to provide written notification to the Board within 30 days. A REALTOR® (non-principal) who becomes a principal in the firm with which he has been licensed or, alternatively, becomes a principal in a new firm which will be comprised of REALTOR® principals may be required to satisfy any previously unsatisfied membership requirements applicable to REALTOR® (principal) Members but shall, during the period of transition from one status of membership to another, be subject to all of the privileges and obligations of a REALTOR® (principal). If the REALTOR® (non-principal) does not satisfy the requirements established in these Bylawas for the category of membership to which they have transferred within 120 days of the date they advised the Board of their change in status, their new membership application will terminate automatically unless otherwise so directed by the Board of Directors.

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.

(b) The Board of Directors, at its discretion, may waive any qualification which the applicant has already fulfilled in accordance with the Association’s Bylaws.

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

(d) Dues shall be prorated in accordance with Article X, Section 3 of these Bylaws and shall be based on the new membership status for the remainder of the year.

ARTICLE VI - PRIVELEGES AND OBLIGATIONS

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

Section 2. Any member of the 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 not inconsistent with these Bylaws, after a hearing as provided in the Code of Ethics and Arbitration Manual of the Association. Although members other than REALTORS® are not subject to the Code of Ethics nor 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 REALTORS® may, upon recommendation of the Executive Committee, or upon recommendation by a hearing panel of the Professional Standards Committee, be subject to discipline as described above, for any conduct which in the opinion of the Board of Directors, applied on a nondiscriminatory basis, reflects adversely on the terms REALTOR® or REALTORS®, and the real estate industry, or for conduct that is inconsistent with or adverse to the objectives and purposes of the local Association, the State Association, and the NATIONAL ASSOCIATION OF REALTORS®.

Section 3. Any REALTOR® Member of the Association may be disciplined by the Board of Directors for violations of the Code of Ethics or other duties of membership, after hearing as described in the Code of Ethics and Arbitration Manual of the Association, 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. Resignation 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 or other assessments of the Association or 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 proeeding and will abide by the decision of the hearing panel.(a) If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration continue 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 whether Primary or Secondary
(a) REALTOR® Members in good standing whose financial obligations to the Association are paid in full shall be entitled to vote and to hold elective office in the Association.

(b) REALTOR® Members may use the terms REALTOR® and REALTORS®, which use shall be subject to the provisions in Article VIII.

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

(d) If a REALTOR® Member is sole proprietor in a firm, a partner in a partnership, or an officer of a corporation, and is suspended or expelled, the firm, partnership, or corporation shall not use the terms REALTOR® or 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, or management control is relinquished, whichever may apply.

The membership of all other principals, partners, or corporate officers shall suspend or terminate during the period of suspension of the disciplined Member, or until readmission of the disciplined Member, or unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or unless the REALTOR® who is suspended or expelled removed himself or herself from any form or degree of management control of the firm for the term of the suspension or until readmission to membership, whichever may apply. Removal of an individual from any form or degree of management control must be certified to the Association by the Member who is being suspended or expelled and by the individual who is assuming management control, and the signatures of such certification must be notarized.

In the event the suspended or expelled Member is so certified to have relinquished all form or degree of management control of the firm, the membership of other partners, corporate officers, or other individuals affiliated with the firm shall not be affected, and the firm, partnership or corporation may continue to use the terms REALTOR® or REALTORS® in connection with its business during the period of suspension or until the former Member is readmitted to membership in the Association. The foregoing is not intended to preclude a suspended or expelled Member from functioning as an employee or independent contractor, providing no management control is exercised.

Further, the membership of 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 unless connection of the disciplined Member with the firm, partnership, or corporation is severed, or management control is relinquished, whichever may apply.

If a REALTOR® Member other than a sole proprietor in a firm, partner in a partnership, or an officer of a corporation is suspended or expelled, the use of the terms REALTOR® or REALTORS® by the firm, partnership, or corporation shall not be affected.

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

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

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

Section 10. Honorary Members.
Honorary Membership shall confer only the right to attend meetings and participate in discussions.

Section 11. Student Members.
Student Members shall have the rights and privileges and shall be subject to obligations prescribed by the Board of Directors.

Section 12. Certification by REALTOR®.
“Designated” REALTOR® Members of the Association shall certify to the Association annually, or as requested by the Board of Directors, on a form provided by the Association, a complete listing of all individuals licensed or certified in the REALTOR® firm(s) and shall designate a primary Association for each individual who holds membership. Designated REALTORS® shall also notify the Association of any additional indivdual(s) licensed with the firm(s) within fifteen (15) days of the date of affliation or severance of the individual. These declarations shall be used for purposes of calculating dues under Article X, Section 2(a) of the Bylaws. Failure to comply with such notification shall result in a fine of $50.00 per licensed individual for whom proper notification is not provided under this section.

Section 13. Sexual Harassment. Any member of the Board may be reprimanded, placed on probation, suspended or expelled for sexual harassment of a board or MLS employee after a hearing in accordance with the established procedures of the board. The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the President, and President-Elect and/or Vice President and one member of the Board of Directors selected by the highest ranking officer not named in the complaint, upon consultation with counsel for the board. If the complaint names the President, President-Elect or Vice President, they may not participate in the proceedings and shall be replaced by the Immediate Past President or, alternatively, by another member of the Board of Directors selected by the highest ranking officer not named in the complaint.

ARTICLE VII - PROFESSIONAL STANDARDS AND ARBITRATION

Section 1. The responsibility of the Association and 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 from time to time amended, 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® of this Association to abide by the Bylaws and the Rules and Regulations of the Association, the Constitution and Bylaws of the State Association, 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 in Article 17 of the Code of Ethics, and as further defined and in accordance with the procedures set forth in the Code of Ethics and Arbitration Manual of this Association as from time to time amended.

Section 3. Qualifying Association Members (denominated Participants in the governing documents of NORMLS), are entitled to participate in the Northern Ohio Regional Multiple Listing Service (NORMLS) pursuant to an agreement between the Association and NORMLS and in accordance with the Code of Regulations and Rules and Regulations of NORMLS. In the event that an Association Member is found by the NORMLS Board of Governors to be in violation of the NORMLS Code of Regulations and/or Rules and Regulations, the Association members shall have the right to appeal the finding to the Association within the territorial jurisdiction of NORMLS of which he is a member. The appeal shall be conducted by the Association in accordance with the Code of Ethics and Arbitration Manual except for the following:

(a) Appeals shall proceed directly to the Professional Standards Committee for hear-ing and there need be no preliminary review by the Grievance Committee.

(b) The Standard of review for appeals from decisions from the NORMLS Board of Governors shall be the same as set forth in the Code of Ethics and Arbitration Manual, except that decisions of the NORMLS Board of Governors finding a violation of Article 9 of NORMLS Rules and Regulations shall be reviewed in accordance with an abuse of discretion standard.

Section 4. The Association shall make available to NORMLS Participants, whether REALTOR® Members of the Association, REALTOR® Members of another Association who have designated this Association as the Association through which they are participating in NORMLS, or non-REALTORS® who have designated this Association as the Association through which they are participating in NORMLS, its professional standards and arbitration system and procedures as set forth in the Manual, and as required by the Code of Regulations (Bylaws) and Rules and Regulations of NORMLS, as from time to time amended.

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

Section 1. Use of the term 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 authority to control, jointly and in full cooperation with the NATIONAL ASSOCIATION OF REALTORS®, use of the terms within its jurisdiction.

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 or a state contiguous thereto so long as they remain REALTOR® Members in good standing. No other class of Members shall have this privilege.

Section 3. A REALTOR® Member who is a principal of a real estate firm, partnership, or corporation may use the terms REALTOR® or 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 contiguous thereto are REALTOR® Members of the Association or Institute Affiliate Members as described in Section 1(b) of Article IV.

Section 4. Institute Affiliate Members shall not use the terms REALTOR® or REALTORS® nor the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS®.

ARTICLE IX - STATE AND NATIONAL MEMBERSHIP

Section 1. The Association shall be a Member of the NATIONAL ASSOCIATION OF REALTORS® and the Ohio 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 Ohio 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 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 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 REALTORS® Members. The Association and all of its Members agree to abide by the Constitutions, Bylaws, Rules and

Regulations, and policies of the National Association and the Ohio 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 exceeding three times the amount of the annual dues for REALTOR® Membership, which shall be required to accompany each applica-
tion for REALTOR® Membership and which shall become the property of the Association upone final approval of the application. The applicant will be given three (3) opportunities to attend the Association sponsored Orientation Seminar. If orientation is not completed in this time, the written application and dues moneys are returned and the dues formulas as defined in Section 2 of this article is implemented to the Designated REALTOR®. The application fee is transferred to the General Account Income. The Board of Directors may adopt an application fee for Institute Affiliate Membership not in excess of the annual dues for Institute Affiliate Members.

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

(a) REALTOR® Members. The dues of each REALTOR® Member shall be in such amount as established annually by the Board of Directors, plus an additional amount to be established annually by the Board of Directors times the number of real estate salespersons and licensed or certified appraisers who (1) are employed or affiliated as independent contractors, or who are otherwise directly or indirectly licensed with such REALTOR® Members, and (2) are not REALTOR® Members of any Board in the state or Institute Affiliate Members of the Association. In calculating the dues payable to the Association by a Designated REALTOR® Member, nonmember licensees as defined in Section 2(a)(1) and (2) of the Article shall not be included in the computation of dues if the DR has paid dues based on said nonmember licensees in another Board in the state, provided Designated REALTOR® notifies the Association in writing of the identity of the Board to which dues have been remitted.

Note: For the purpose of this Section, a REALTOR® Member of a Member 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, 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 soliciting and/or referring clients or customers to the REALTOR® or his or her firm on a substantially exclusive basis or which is engaged in other aspects of the real estate business provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, or corporate officer ot the entity.

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

(c) Institute Affiliate Members. The annual dues of each Institute Affiliate Member shall be established annually by the Board of Directors. Annual dues shall not exceed two and one half of the National Association’s Bylaws for REALTOR® Members.

(d) Affiliate Members. The annual dues of each Affiliate Members shall be established annually by the Board of Directors.

(e) Public Service Members. The annual dues of each Public Service Member shall be established annually by the Board of Directors.

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

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

Section 3. Dues Payable. The State and National allocation of dues for all Members shall be payable annually in advance of the first day of January. The Local allocation of dues for all Members shall be payable in advance of the first day of July. Dues shall be computed from the date of application in granting of provisional membership.

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

Section 4. Nonpayment of Financial Obligations.
(a) If dues, fees, fines or other assessments including the amounts owed to the Association or any of its services, departments, or subsidiaries are not paid within one month
after the due date, the non paying member shall be notified of their impending suspension. Twenty (20) calendar days after the notification of suspension the membership of the non paying member shall automatically terminate unless within that time the amount due is paid. However, no action shall be taken to suspend or expel a Member for nonpayment of dispused amounts until the accuracy of the amount owed has been confirmed by the Board of Directors.

(b) When the Membership of a REALTOR® Member is terminated due to nonpayment of dues, fees, fines or other assessments, the REALTOR® Member (principal) as defined in Article X, Section 2(a)(1) of these Bylaws is then, in accordance with Article X, Section 2(a) of these Bylaws, liable for the dues of said terminated Member unless within five working days proof is submitted to the Association office that the license of the non-paying Member was returned prior to the date the membership of said nonpaying Member was terminated.

(c) Within thirty (30) calendar days after becoming liable for the above dues, the membership of the REALTORS® Membership (principal) as defined in Article X, Section 2 (a)(1) of these Bylaws will automatically terminate unless within that time the amount due is paid in full. No action will be taken to expel a REALTOR® Member (principal) for nonpayment of disputed amounts until the accuracy of the amount owed has been confirmed by the Board of Directors.

(d) A former Member who has had his or her 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 applications for membership, after making payment in full of all accounts due as of the date of termination.

Section 5. Late Payment Fees. As set forth in Article X, Section 3 of these Bylaws, the State and National allocation of dues for all Members shall be due and payable annually in advance of the first day of January. If these dues are not paid by December 31, beginning January 1, an additional amount established by the Board of Directors shall be added as a late payment fee. The Local allocation of dues for all Members shall be payable in advance of the first day of July. If these dues are not paid by June 30, beginning July 1 an additional amount established by the Board of Directors shall be added as a late payment fee.

Section 6. Transfer/Reinstatement Fees. There will be a fee charged in an amount determined by the Board of Directors whenever a Member transfers his/her membership from one REALTOR® firm to another. The Board of Directors shall establish annually a reinstatement fee for voluntary terminated members in good standing who have requested reinstatement.

Section 7. Assessment for legal defense. In the event the Association becomes the subject of litigation and has exhausted all available funds in legal fees and defense costs, the Directors may levy an assessment on the REALTOR® Members of the Association in order to obtain funds to continue a legal defense.

(a) An affirmative vote of not less than seventy-five percent of those Directors currently in office is required for passage of any motion assessing the Members for defense costs.

(b) Prior to passage of any motion assessing the Members for defense costs, the Directors shall confirm that the following has occurred:

(i) All available monetary assistance through insurance provided by or purchased from the NATIONAL ASSOCIATION OF REALTORS®, or from any other insurance source has been exhausted.(ii) All available cash in excess of three months’ normal operating expenses has been exhausted.

(iii) The Association has petitioned both the Ohio Association of REALTORS® and the NATIONAL ASSOCIATION OF REALTORS® for legal or monetary assistance; all such assistance has been exhausted; and further assistance cannot reasonably be expected.

(iv) Association Legal Counsel has provided an opinion that further legal defense is a viable option for the Association.

(c) Any and all funds accumulated by assessment of the REALTOR® Members for legal defense shall be used solely for costs with that defense.

(d) Assessments shall be levied equally on all REALTOR® Members elected to Membership prior to the assessments.

(e) The total assessed each member for legal defense in any single fiscal year shall never exceed an amount aequal to one half of the annual dues for a REALTOR® Member.

(f) Monies remaining, if any, following the legal defense for which the asessment was levied shall be returned on an equal basis to all REALTOR® Members who paid the assessment.

(g) In anticipation of receipt of the total amount assessed for legal defense, the Directors are authorized to incur an obligation up to the anticipated amount. This shall be the sole exception to the restrictions placed upon the Directors in Article X, Section 7 of these Bylaws.

Section 8. Deposit. All money 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 9. Expenditures. The Board of Directors shall administer the finances of the Association but shall not incur an obligation in excess of the available cash on hand without authorization by vote of a majority of all REALTOR® Members.

Section 10. Notice of Dues, Fees, Fines, Assessments, or Other Financial Obligations of Members. All dues, fees, fines, assessments, or other financial obligations to the Association or any of its services, departments, divisions, or subsidiaries shall be noticed to the delinquent Association Member in writing setting forth the amount owed and due date.

ARTICLE XI - OFFICERS AND DIRECTORS

Section 1. Elective Officers. The Elective Officers of the Association shall be the President, President-Elect and Treasurer and they shall be elected for terms of one year; the President-Elect shall automatically succeed to the office of President the year following his or her election.

Section 2. Duties of Elective Officers. The duties of the Elective Officers shall be as defined in the Association Policy Manual. In addition, they will be responsible for duties assigned to them by the Board of Directors. The Board of Directors may delegate some or all of the duties of the Treasurer to the Executive Vice President.

Section 3. Non-Elective Officers.
(a) The principal non-elective officer shall be the Executive Vice President, who shall be appointed by the Board of Directors. The Executive Vice President is the chief administrative officer employed by the Board of Directors to carry out Association Policy.

(b) The duties of the Executive Vice President shall be to keep the records of the Association and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the Ohio Association of REALTORS®.

(c) The Executive Vice President shall also be responsible for those duties specified by the Board of Directors, is charged with the day-to-day operation of the Association, and shall be directly responsible to the Board of Directors.

(d) The Executive Vice President shall be an ex-officio member of the Board of Directors, with voice, but shall have no vote and shall not be considered in determining a quorum at meetings of the Board of Directors.

Section 4. Board of Directors. The governing body of the Association shall be a Board of Directors consisting of the three Elective Officers, nine regularly elected REALTOR® Members and the Immediate Past President, all of whom shall be voting members. There shall also be an Affiliate Director as defined in Article XI, Section 4(d). The duties and responsibilities of the Directors shall be as defined in the Association Policy Manual. The Board of Directors shall set policy for the Association and may adopt rules and regulations for the operation of the Association.

(a) The regularly elected Directors shall be elected to serve for terms of three years; as many Directors shall be elected each year as are required to fill vacancies, and Directors may be elected to complete un-expired terms.

(b) The Elective Officers shall serve one year terms. The Immediate Past President shall serve a one year term as Director immediately following his or her term as President.

(c) Trustees to the Ohio Association of REALTORS® shall be appointed from the Board of Directors by the President in the allowable number each year. The President shall appoint Alternate Trustees to the Ohio Association of REALTORS® who are REALTOR® Members and need not be Directors.

(d) The Affiliate Director shall be appointed by the Board of Directors to serve a term of one year. They shall be voting Members in the Board of Directors meetings except on decisions that concern the Bylaws, Policy Manual, Professional Standards and issues that require Executive Session. The Affiliate Director cannot serve as an OAR Trustee. To apply for this position, Affiliate Members must have ACTIVELY served as chairman or member of any REALTOR® Association committee or task force for at least the full term of that committee or task force within the three years immediately preceding his or her assumption of office.

Section 5. Executive Committee. The Executive Committee shall be made up of the current President, Immediate Past President, President Elect, Treasurer and the Executive Vice President who shall be part of the Executive Committee but does not have voting status. All shall serve a one year term.

The Executive Committee shall serve as an advisory group to the President and the Board of Directors; review Association business and make recommendations to the Board of Directors; approve interim expenditures between the Board of Directors meetings up to and including the total amount of $1,000; oversee the general operations of the Association. Members of the Executive Committee may be appointed by the President to serve as a liaison between a committee, the Executive Committee and the Board of Directors. Members of the Executive Committee may be asked by the President, from time to time, to serve other funtions in the best interest of the Association, its membership, and the overall operations.

Section 6. Qualifications for Officers or Directors. Effective 1 December 1988
To be eligible to assume a position as an Officer or Director of the Association, either through election or appointment, REALTOR® Members shall also meet the following minimum requirements:

(a) To serve as a Director of the Association, a REALTOR® Member must have been a REALTOR® Member in good standing for a period of at least three consecutive years immediately preceding his or her assumption of office, and must have ACTIVELY served as chairman or member of any REALTOR® Association committee or task force for at least the full term of that committee or task force within the three years immediately preceding his or her assumption of office.

(b) To serve as an Officer of the Association, a REALTOR® Member must have served as a Director of the Lorain County Association of REALTORS® for at least one full year within the three (3) years immediately preceding his or her assumption of office.

Section 7. Election of Officers and Directors.
(a) At least two months before the annual election, a nominating committee of seven (7) REALTOR® Members shall be appointed by the President with the approval of the Board of Directors. The nominating committee shall have no more than two (2) representatives from the same member company. The President-Elect and no more than one (1) additional representative from the Executive Committee shall be appointed to the committee. The nominating committee shall select one candidate for the office of President-Elect and Treasurer and one candidate for each place to be filled on the Board of Directors. The report of the nominating committee shall be mailed to each REALTOR® Member at least four weeks preceding the election. Additional candidates for the offices to be filled may be placed in nomination by the nominating committee or by petition signed by at least three (3) percent of the REALTOR® Members. The petition shall be filed with the Executive Vice President at least two (2) weeks before the election. The Executive Vice President shall send notice of such additional nominations to all REALTOR® members before the election.

(b) The election of Officers and Directors shall take place at the Annual Meeting of the Association. Election shall be by ballot and all votes shall be cast in person at the Annual Meeting or at the Association Office as provided for herein. For those members who are unable to attend the Annual Meeting, ballots may be cast in person between the hours of 8:00 a.m. and 6:00 p.m. at the Association Office one (1) day prior to the Annual Meeting. The ballot shall contain the names of all candidates and the office for which they are nominated. A majority vote of those REALTORS® present and voting in person by either method shall be required for election to office.

(c) The President, with the approval of the Board of Directors, shall appoint
an election committee of three (3) REALTOR® Members to conduct the election. In case of a tie vote, the issue shall be determined by lot.

Section 8. 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, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:

(a) A petition requiring the removal of an Officer or Director and signed by not less than thirty-three and one half percent of the voting membership or a majority of all Directors shall be filed with the President, or if the President is the subject of the petition, with the next-ranking Officer, and shall specifically set forth the reasons the subject thereof is deemed disqualified from further service.

(b) Upon receipt of the petition, and not less than twenty days nor more than forty-five days thereafter, a special meeting of the voting membership of the Association shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director who is the subject of the petition and to render a decision on such petition.

(c) The special meeting shall be noticed to all voting Members at least ten days prior to the meeting and shall be conducted by the President of the Association unless the President’s continued service in office is being considered at the meeting. In such cases, the next ranking Officer will conduct the meeting of the hearing by the Members. Provided a quorum is present, three-fourths vote of the Members present and voting shall be required for removal from office.

Section 9. Vacancies. Vacancies among the Officers and Board of Directors shall be filled by the Board of Directors until the next annual election.

ARTICLE XII - MEETINGS

Section 1. Annual Meetings. The Annual Meeting of the Association shall be held during the October Regular Meeting of each year; the date, place, and hour to be designated by the Board of Directors. A quorum necessary for the transaction of business at the Annual Meeting of the Association shall consist of five percent of the REALTOR® Members.

Section 2. Meetings of Directors. The Board of Directors shall designate a regular time and place of meetings. Legal Counsel may be present at all Board of Directors meetings, but shall have no vote.

(a) Absence from four regular meetings within the same elective year or absence from four consecutive meetings shall be construed as resignation therefrom.

(b) In the event a Director misses three regular meetings within the same elective year or misses three consecutive meetings, the President shall notify such Director in writing, referencing ARTICLE XII, Section 2(a) above.

(c) A quorum necessary for the transaction of business at the regular meeting of the Board of Directors, and for special meetings, shall consist of a majority of those Directors currently in office. A majority vote of those Directors present and voting shall be required for passage of any motion.

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

Section 4. Special Meetings. Written notice shall be given to every Member entitled to participate at a special meeting at least one week preceding such special meeting and such notice shall be accompanied by a statement of the purpose of such meetings.

ARTICLE XIII - COMMITTEES

Section 1. Standing Committees. At the start of each Fiscal Year, the Board of Directors will determine which, if any, standing committees will be required for the operation of the Association. The President shall appoint from among REALTOR® Members, subject to confirmation by the Board of Directors, the chairman of standing committees. The following standing committees are required and the President shall appoint the chairpersons and committee members from among the REALTOR® Members, subject to confirmation by the Board of Directors: Professional Standards Equal Opportunity Grievance Committee

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

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

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

ARTICLE XIV - FISCAL AND ELECTIVE YEAR

Section 1. Fiscal Year. The fiscal year of the Association shall begin January 1 of each year and end on December 31 of each year or on such other date as may be fixed from time to time by the Board of Directors.

Section 2. Elective Year. The elective year of the Association shall begin January 1 of each year and end December 31 of each year or on such other date as may be fixed from time to time by the Board of Directors.

ARTICLE XV - RULES OF ORDER

Section 1. 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 XVI - AMENDMENTS
Section 1. These Bylaws may be amended by a majority vote of the 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, except that the Board of Directors may, at any regular or special meeting of the Board of Directors at which a quorum is present, approve amendments to the Bylaws which are mandated by NAR policy.

Section 2. Notice of all meetings at which amendments are to be considered shall be mailed to every Member eligible to vote at least one week 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 XVII - DISSOLUTION

Section 1. Upon the dissolution or winding up of affairs of this Association, the Board of Directors, after providing the payment of all obligations, shall distribute any remaining assets to the Ohio Association of REALTORS®, or, within its discretion, to any other non-profit tax exempt organization.

ARTICLE XVIII - DEFENSE AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. In the event of suit or claims in which one or more current or past Officers or Directors or employees of the Association are named as a result of their status as such or decisions or actions taken in good faith and reasonably understood to be within the scope of their authority or employment during their term as such, the Association shall, directly or through insurance secured for the benefit of such Officers and Directors and employees, secure counsel to act on behalf of and provide a defense for such Officers, Directors and employees; pay reasonable defense expenses incurred in advance of final disposition of such case; and indemnify such Officers,Directors and employees with respect to any liability assessed or incurred as a result of any such claim, suite or action.

Section 2. The Board of Directors, in order to comply with Section 1 of this Article, may obtain insurance coverage, cost of such coverage to be borne by the Associa-
tion.

ARTICLE XIX - MEMBERSHIP TOTALS

Section 1. For the purpose of determining percentages for quorums, nominations,
special meetings, or petitions, membership shall be based upon REALTOR® membership as of May 31 each year.

ARTICLE XX - CALLME, INC.

Section 1. Authority. The Lorain County Association of REALTORS® shall maintain for the use of its members an electronic lockbox service which shall be a lawful corporation of the State of Ohio. All stock of which shall be owned by Boards and Associations of REALTORS® known as CALLME, INC.

Section 2. Participation. Every REALTOR® , REALTOR-ASSOCIATE® and non-
principal broker, sales licensee and licensed or certified appraiser affiliated with a REALTOR® (principal) of this or any other association of REALTORS® and Affilliate members of the Lorain County Association are eligible to use CALLME, INC. upon agreeing in writing to the rules and regulations thereof and to pay the cost incidental thereto.

Section 3. Application. Application for participation shall be in the manner as orescribed by the Board of Directors of CALLME, INC. and made available to any individual qualified to participate as set forth in Section 2 above. Such application shall contain the applicant’s signed statement that he/she agrees to abide by the Regulations, Rules and Policies of CALLME, INC. as from time to time adopted or amended.

Section 4. CALLME Directors. The President will appoint, with the approval of the Board of Directors, two (2) representatives to serve (2) year terms beginning on January 1 and ending December 31 on the CALLME, INC. Board of Directors. The representatives need not be members of the Association’s Board of Directors.