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BY-LAWS OF THE MULTIPLE LISTING SERVICE OF ELKHART COUNTY, INC.

(Adopted January 13, 1989)

(Revised 7/8/99)

(Revised 9/01)

ARTICLE 1

The name of this organization shall be the Multiple Listing Service of Elkhart County, Inc., hereinafter referred to as the Service, all the shares of stock of which are solely and wholly-owned by the Elkhart County Board of REALTORS®.

ARTICLE 2

PURPOSES

A Multiple Listing Service is a means by which authorized Participants make blanket unilateral offers of compensation to other Participants (acting either as a buyer agent or in other agency or nonagency capacities defined by law); by which information is accumulated and disseminated to enable authorized Participants to prepare appraisals and other valuations of real property; by which Participants engaging in real estate appraisal contribute to common data base; and is a facility for the orderly correlation and dissemination of listing information among the Participants so that they may better serve their clients and the public. Entitlement to compensation is determined by the cooperating broker's performance as procuring cause of the sale (or lease). (Amended 7/99)

ARTICLE 3

SERVICE AREA

The area within which the Service shall function, shall at all times be coextensive with and within the territorial jurisdiction of the Elkhart County Board of REALTORS®.

ARTICLE 4

PARTICIPATION

A. PARTICIPATION DEFINED

Participation in the Service is available to the firm, partnership, corporation of any REALTOR® Principal of this or any other Board of REALTORS ® without further qualification, except payment of required dues and fees and agreement to abide by these Bylaws and Rules and Regulations of the Service (or as otherwise stipulated in these Bylaws). 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 are capable of offering and accepting 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 or published by a Board Multiple Listing Service is strictly limited to the activities authorized under 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 or published by a Board Multiple Listing Service, where access to such information is prohibited by law.

The REALTOR® Principal of any firm, partnership, corporation, or the branch office manager designated by said firm, partnership, or corporation shall be termed the Participant in the Service and shall have all rights, benefits, and privileges of the Service, and shall accept all obligations to the service for the Participant's firm, partnership, or corporation, and for compliance with the Bylaws and Rules and Regulations of the Service by all persons affiliated with Participants who utilize the service. (Amended 5/97)

* NOTE: Generally, Board of REALTORS®, when there is more than one Principal in a real estate firm, define the chief Principal officer of the firm as the MLS "Participant". Brokers or salespersons other than Principals are not considered "Participants" in the Service but have access to and use of the Service through the Principal with whom they are affiliated.

B. APPLICATION FOR PARTICIPATION

Application for Participation shall be made in such manner and form as may be prescribed by the Board of Directors of the Service and made available to any REALTOR® (Principal) of this or any other Board requesting it. The application form shall contain a signed statement agreeing to abide by these Bylaws and any applicable Rules and Regulations of the Service as from time to time amended or adopted. (Amended 5/97)

C. DISCONTINUANCE OF SERVICE

Participants of the Service may discontinue the Service by giving the Service 30 days written notice and may reapply to the Service between one month and six months by making a formal request for, and payment of proper reinstatement fees, reinstatement provided all past dues and fees are fully paid. After six months, reapplication will take the form prescribed for new applicants for participation provided all dues and fees are fully paid. (Adopted 4/93)

 D. SUBSCRIBERS (OR USERS) OF THE MLS

Subscribers or users of the MLS include non-principal brokers, sales associate, and licensed and certified appraisers affiliated with Participants. Subscribers also include affiliated unlicensed administrative 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. (Adopted 4/93)

ARTICLE 5

SERVICE CHARGES

The charges made for participation in the Service shall be as determined, and as amended from time to time by the Board of Directors of the Service, and specified in the Rules & Regulations of the Service.

ARTICLE 6

GOVERNING BODY

 A. GOVERNMENT OF THE SERVICE

The Government of the Service shall be vested in a Board of Directors comprised of the elected Officers and Directors nominated and elected as described in this article.

 B. OFFICERS OF THE SERVICE

The Officers of the Service, who shall also be Directors, shall be a President, President Elect, Secretary-Treasurer, and shall have such duties as described in this Article. (Amended 10/96)

C. BOARD OF DIRECTORS

The Board of Directors shall consist of nine (9) persons. There shall be a total of four (4) non-office-holding elected Directors in addition to President, President Elect and the Secretary/Treasurer of the Service. In addition to the elected Directors, the current President of the Elkhart County Board of REALTORS®, or its designee, and the immediate Past President of the Service shall serve as Directors ex-officio, with full voting privileges. (Amended 10/96)

The officers and directors shall be elected from among the Participants or from among the agents of a Participant, with the permission of the Participant. The majority seated on the board must be either an Owner or Participant. (Amended 10/96)

D. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

The Officers and Directors of the Service shall be nominated by a vote of the Participants in the Service in accordance with the provisions of Article 7, Meetings, of these Bylaws and as further set forth following:

1. NOMINATING COMMITTEE

The President of the Service shall appoint a Nominating Committee each year in which the Committee shall be comprised of three Participants of the Service. The appointment of the Nominating Committee shall be made by such date as to enable the Committee to meet and select a proposed slate of Officers and Directors of the Service not more than 60 nor less than 30 days prior to the date of the meeting of the Participants of the Service at which nominees shall be selected by vote of the participants. The proposed slate of Officers and Directors shall be reported to the President and Secretary of the Service.

2. NOTICE OF PROPOSED NOMINEES

The President shall cause a list of the proposed nominees selected by the Nominating Committee to be forwarded to the Participants of the Service, setting forth the time, place, and other pertinent conditions of the meeting to select the final list of nominees by vote of the Participants of the Service. The notice to the Participants of the Service concerning the meeting to select nominees for Officers and Directors shall be mailed on a date at least 20 days prior to the proposed meeting.

3. RIGHTS OF PARTICIPANTS TO SELECT ADDITIONAL NOMINEES

The names of additional proposed nominees may be added to the list selected by the Nominating Committee by a petition submitted to the Secretary of the Service by 20% of Participants of the Service, with said petition received not less than five days prior to the date of meeting of the Participants to select nominees for Officers and Directors. The names contained in such petition, if duly received and certified, shall be presented in writing to the Participants at the meeting to select nominees as additional nominees for consideration for such office as specified in the petition. In addition, nominations may be made from the floor at the duly noticed meeting of the Participants to select nominees for Officers and Directors and, if seconded, shall be added to the list of proposed nominees.

4. VOTING BY WRITTEN SECRET BALLOT

Voting for selection of nominees, if other than on a motion to cast a unanimous vote for the original proposed slate shall be by secret ballot, and said ballot shall contain blank spaces for writing in additional names proposed by petition or from the floor at the meeting to select nominees.

5. VOTE TO SELECT NOMINEES

Voting shall be in accordance with provisions of Article 6-D-4 of these Bylaws.

6. NOMINEES SUBMITTED TO SHAREHOLDER FOR ELECTION

When nominees for Officers and Directors of the Service for the forthcoming calendar year have been selected by vote of the Participants of the Service, such nominees shall be submitted to the Board of Directors of the Elkhart County Board of REALTORS® (shareholder) for election pursuant to Article 18, Section 4, of the Bylaws of the Elkhart County Board of REALTORS®. Upon election by the Board of Directors of the Elkhart County Board of REALTORS® (shareholder), the individuals so elected shall be considered Officers-Elect and Directors-Elect and shall assume their respective offices on January 1. (Amended 12/95)

The term of office for Officers and Directors of the Service shall be from January 1 to December 31. In the event one (1) or more nominee(s) is/are elected by the Board of Directors of the Elkhart County Board of REALTORS®, (shareholder), and upon notice of such failure of election, the President of the Service shall select a proposed Participant or Participants, as required, subject to confirmation by the Board of Directors, for a submission as nominee(s) to the Board of Directors of the Elkhart County Board of REALTORS® (shareholder) to be considered for election to fill the vacancy or vacancies existing. (Amended 12/95)

In the event that nominees are not duly and timely provided by the Service to the Board of Directors of the Elkhart County Board of REALTORS®, as provided in these Bylaws, then the Board of Directors of the Elkhart County Board of REALTORS® shall exercise rights as sole and exclusive shareholder to elect a Participant or Participants of the Service to fill any existing vacancy or vacancies as officers or directors of the Service.

E. TERM OF OFFICE

The officers shall serve for a one-year term. The non-office holding Directors shall serve for staggered three-year terms with one-third of the terms expiring each year. Offices and Directors shall take office upon the effective date of their offices and shall continue until their successors are elected, qualified, and installed. No Officer or Director shall be nominated and elected to the same office for more than two consecutive terms.

F. DUTIES OF OFFICERS AND DIRECTORS

The duties of the Officers and Directors shall be as follows:

1. The President shall be the chief executive officer of the Service and shall preside at its meetings and those of the Board of Directors, and shall perform all the duties of President subject to declared policies and, as require, subject to confirmation of the Board of Directors.

2. The President Elect shall, in the absence of the President, perform all of the duties of the President.

3. The Secretary/Treasurer shall be the custodian of the funds of the Service and shall keep an accurate record of all receipts and disbursements. The Secretary/Treasurer shall provide to all Members of the Board of Directors a quarterly statement of all accounts and financial affairs for the Service, and shall have charge of the corporate seal and affix the name to all documents properly requiring such seal. (1/97)

4. The Board of Directors of the Service shall be the governing body of the Service and shall have control of all the affairs of the Service and shall authorize all expenditures of funds. The Board of Directors shall, prior to the end of each fiscal year, prepare a budget reflecting projected costs and expenses of the Service for the next fiscal year, indicating projected income from all sources. The budget shall be submitted to the Participants of the Service for approval on a date not less than 30 days prior to the first day of the next fiscal year. The Board of Directors shall not incur an obligation in excess of $1,000 over the total budget without the authorization by vote of a two-thirds majority of REALTOR® Participants of the Service present and voting unless such excess is the result of an increase in the volume of listings processed by the Service over that projected in preparing the annual budget. The Board of Directors shall employ such executive, legal, and office personnel it deems necessary to care for and maintain the properties of the Service and otherwise conduct the administrative business of the Service. The Board of Directors shall have the right to make an audit of all books and accounts at any time without notice. The Board of Directors shall have the power from time to time to adopt such Rules and Regulations that they may deem appropriate subject to the final approval of the Board of Directors of the Elkhart County Board of REALTORS® (shareholder). Except as otherwise provided in these Bylaws and Rules & Regulations, the action of the Board of Directors shall be final.

G. REMOVAL OF OFFICERS AND DIRECTORS

In the event that an Officer or Director of the Multiple Listing Service is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure. (Adopted 5/97)

1. A petition requiring the removal of an Officer or Director and signed by not less than one-third of the Participants or a majority of all Directors of the MLS shall be filed with the President of the MLS, or if the President is the subject of the petition, with the next-ranking officer, and shall specifically set forth the reasons the individual is deemed to be disqualified from further service.

2. Upon receipt of the petition, and not less than twenty (20) days or more than forty-five (45) days thereafter, a special meeting of the Participants of the MLS shall be held, and the sole business of the meeting shall be to consider the charge against the Officer or Director, and to render a decision on such petition.

3. The special meeting shall be noticed to all Participants at least ten (10) days prior to the meeting, and shall be conducted by the President of the MLS unless the President's continued service in office is being considered

at the meeting. In such case, the next-ranking officer will conduct the meeting or the hearing by the Participants. Provided a quorum is present, a three-fourths vote of Participants present and voting shall be required for removal from office.

4. Any vote taken by the Participants to remove an Officer or Director must ultimately be confirmed by a majority vote of the Directors of the shareholder(s). Notwithstanding the foregoing, the shareholder(s) may remove an Officer or Director by a majority vote of the Directors of the shareholder(s).

ARTICLE 7

MEETINGS

A. ANNUAL MEETING

The annual meeting of the Participants of the Service shall be held during the month of October at the time and place specified by the Board of Directors. (Amended 12/95)

B. SPECIAL MEETING OF THE SERVICE

Special meetings of the Participants of the Service may be called from time to time by the President of the Board of Directors, or by 20% of the Participants of the Service. Written notice stating the day, place, and hour of the meeting, the purpose for which the meeting is called, shall be delivered to all REALTORS® who are Participants in the Service not less than 10 days prior to said meeting.

C. QUORUM AND VOTING AT MEETINGS OF THE SERVICE

For the transaction of business, 50% of the Participants of the Service shall be considered a quorum. A majority vote by such Participants present and voting at a meeting attended by a quorum shall be required for passage of motions.

 D. MEETING OF THE BOARD OF DIRECTORS

The Board of Directors may meet at any time it deems advisable on the call of the President or any (three) 3 members of the Board of Directors. Five (5) Directors shall constitute a quorum. A majority vote by the Directors present and voting at a meeting attended by a quorum shall be required for passage of motions. Absence from three consecutive regular meetings without an excuse deemed valid by the Board of Directors shall be construed as resignation. (Amended 5/98)

 E. PRESIDING OFFICER

At all meetings of the Participants of the Service or of the Board of Directors, the President or, in the absence of the President, the President Elect shall serve as presiding officer. In the absence of the President and President Elect, the President shall name a temporary Chairman or, upon his failure to do so, the Board of Directors of the Service shall appoint a temporary Chairman.

 ARTICLE 8

FISCAL YEAR

The fiscal year of the Service shall commence on January 1 and shall end on December 31.

 ARTICLE 9

AMENDMENTS

 A. AMENDMENTS TO BYLAWS

Amendments to these Bylaws shall be by the Participants of the Service, and shall be determined at an Annual Meeting or Special Meeting of the Service in accordance with the provisions of Article 7 concerning Meetings of the Service. Amendments to the Bylaws of the Service approved by the Participants shall further be subject to approval of the Board of Directors of the Elkhart County Board of REALTORS® (shareholder). When amendments of the Bylaws of the Service have been approved by the Board of Directors of the Elkhart County Board of REALTORS® (shareholder), said amendments shall be effective immediately or as stated in the amending resolution. The Board of Directors shall, at any regular or special meeting of the Board of Directors at which a quorum is present, approve amendments to the By-Laws, which are mandated by NAR policy and approved by the Executive Officer and Legal Council. (Amended 10/97)

If the proposed amendments to the Bylaws of the Multiple Listing Service Rules and Regulations fail approval of the Board of Directors of the Shareholder, the Board of Directors of the Multiple Listing Service shall be informed, and advised that the proposed amendment or amendments must be further considered and resubmitted as approved by the Board of Directors of the Multiple Listing Service of the Board of Directors of the Elkhart County Board of REALTORS® (shareholder).

B. AMENDMENTS TO RULES AND REGULATIONS

Amendments to the Rules and Regulations of the Service shall be by consideration and approval of the Board of Directors of the Multiple Listing Service in accordance with the provisions of Article 7, Section D. concerning Meetings of the Board of Directors, subject to final approval by the Board of Directors of the Elkhart County Board of REALTORS® (shareholder).

When approved by the Board of Directors of the Elkhart County Board of REALTORS®, (shareholder) as described, the amendments to the Rules and Regulations of the Multiple Listing Service shall be effective immediately or as stated in the amending resolution.

If the proposed amendments of the Multiple Listing Service Rules & Regulations fail approval by the Board of Directors of the Shareholder, the Board of Directors of the Multiple Listing Service shall be informed, and advised, that the proposed amendment or amendments must be further considered and resubmitted as approved by the Board of Directors of the Multiple Listing Service of the Board of Directors of the Elkhart County Board of REALTORS® (Shareholder).

ARTICLE 10

DISSOLUTION

In the event this Service shall at any time terminate its activities, the Board of Directors of the Service shall consider and adopt a plan of liquidation and dissolution with the approval of the Participants thereof and of the Board of Directors of the Elkhart County Board of REALTORS® (shareholder). Said plan shall provide for the collection of all assets, the payment of all liabilities, and the remaining portions thereof be assigned to parent corporation, namely, Elkhart County Board of REALTORS®.

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