Bylaws

BYLAWS OF
 
 
 
® THE BROOKLYN BOARD OF REALTORS®

INCORPORATED

REVISED FEBRUARY 1998

(Amended February 10, 1999; August 10, 1999; September 26, 2000; January 1, 2001; December 20, 2001; January 1, 2002; January 29, 2002; April 9, 2002, December 10, 2002, April 8, 2003)

ARTICLE I - NAME

Section 1. Name. The name of this organization shall be the Brooklyn Board of REALTORS®, Incorporated, hereinafter referred to as the Board".

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

ARTICLE II - OBJECTIVES

Section 1. To unite those engaged in 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 and the New York 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®, REALTORS®, and REALTOR®-ASSOCIATE as licensed, prescribed, and controlled by the National Association of REALTORS®.

ARTICLE III - JURISDICTION

Section 1. The territorial jurisdiction of the Board as a Member of the National Association of REALTORS® is: All of the Borough of Brooklyn, the County of Kings, in the City of New York, State of New York.

Section 2. Territorial jurisdiction is defined to mean:

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

ARTICLE IV - MEMBERSHIP

Section 1. There shall be eight 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 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 New York or a state contiguous thereto. All persons who are partners in a partnership, or all officers in a corporation who are actively engaged in the real estate profession within the state or a state contiguous thereto shall qualify for REALTOR® Membership and each is required to hold REALTOR® Membership (except as provided in the following paragraph) in a board of REALTORS® within the state or a state contiguous thereto unless otherwise qualified for Institute Affiliated Membership as described in Section 1(e) of Article IV (*). (Amended January 1st, 2002)

In the case of a real estate firm, partnership, or cooperation, 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 Section1(e) of Article IV. (Amended January 1st, 2001)

2) Individuals who are engaged in the real estate profession other than as sole proprietors, partners, corporate officers, or branch managers and are associated with REALTOR member and meet the qualifications set out in Article V. (Amended December 20, 2001)

3) Corporate officers (who may be licensed or unlicensed) of a real estate brokerage franchise organization with at least one hundred fifty (150) franchisees located within the United States, its insular possessions and the Commonwealth of Puerto Rico, elected to membership pursuant to the 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 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; the right to hold elective office in the local Board, State Association and National Association.

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

5) Designated REALTOR® Members. Each firm shall designate in writing one REALTOR® Member who shall be responsible for all duties and obligations of Membership including the obligation to arbitrate pursuant to Article 14 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) REALTOR® B Members. REALTOR® B Members shall be individuals who are a Partner or Officer of a Corporation in which there are one or more REALTOR® Members, or who is associated in business with a REALTOR® member.

c) REALTOR®- Associate Members. REALTOR®-Associate Members shall be individuals who are engaged in the real estate profession other than as principals, partners, or corporate officers and do not qualify for or seek REALTOR® membership as described in Article V-Section 2b. Salesmen and other associates of a real estate office shall be eligible for REALTOR®- Associate Membership if they are employed by, or affiliated as an independent contractor with, a REALTOR® Member as provided in this Article. REALTOR®- Associate Members may transfer to REALTOR® Membership by meeting the requirements for such membership set out in Article V.

d) 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), (b) or (c) or this Section, have interests requiring information concerning real estate and are in sympathy with the objectives of the Board.

e) Institute Affiliate Members. Institute Affiliate members shall be individuals who hold a professional designation 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 hold office. Any such individual, if otherwise eligible, may elect to hold REALTOR® or REALTOR®-Associate membership, subject to payment of applicable dues for such membership. (Amended January 29, 2002)

f) 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.

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

h) Distinguished Members. By recommendation of the President and approval of the Board of Directors at any regular Board of Director's meeting, a member shall be assigned the designation of Distinguished Member. To qualify for this designation, a member must have been a member in good standing of the Brooklyn Board of REALTORS® for a minimum of twenty-five (25) years consecutively. This designation is based on length of service and has no age requirement. The Distinguished Member shall be entitled to all privileges of the Brooklyn Board of REALTORS® membership and shall maintain National and State association membership by payment of dues at the then current rate.

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 anyone requesting it. The application form shall contain among the statements to be signed by the applicant: (1) that applicant agrees as a condition to membership to thoroughly familiarize himself with the Code of Ethics of the National Association of REALTORS®, the Constitutions, Bylaws, and Rules and Regulations of the Board, State and National Associations, and, if elected a Member, will abide by the Constitutions and Bylaws, and the Rules and Regulations of the Board, State and National Associations, and if a REALTOR®, and REALTOR-ASSOCIATE® will 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; and (2) that applicant consents that the Board, through its Membership Committee or otherwise, may invite and receive information and comment about applicant from any Member or other persons, and that applicant agrees that any information and comment furnished to the Board by any person in response to the invitation shall be conclusively deemed to be privileged and not form the basis of any action for slander, libel, or defamation of character. The applicant shall, with the form of application, have access to a copy of the Bylaws, Constitution, Rules and Regulations, and Code of Ethics referred to above. (Amended December 20th, 2001)

b) An individual who is actively engaged in the real estate profession other than as principals, partners or corporate officers, in order to qualify for REALTOR® Membership, shall at the time of application be associated either as an employee or independent contractor with a REALTOR® Member of the Board 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. He shall complete a course of instruction covering the Bylaws and Rules and Regulations of the Board, the Bylaws of the State Association and the Constitution, and Bylaws and Code of Ethics of the National Association of REALTORS® and shall pass such reasonable and nondiscriminatory written examinations thereof as may be required by the committee. He 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 and Regulations of the Local Board, State Association, and the National Association.

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 Membership Committee that he 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 contiguous thereto (unless a secondary member), has no record of recent or pending bankruptcy, has no record of official sanctions involving unprofessional conduct, agrees to complete a course of instruction covering the Bylaws, Rules and Regulations of the Board, the Bylaws of the National Association of REALTORS®, and shall pass such reasonable and nondiscriminatory written examination thereon, as may be required by the Committee. An individual shall agree that, if elected to membership, he will abide by such Constitution, Bylaws, Rules and Regulations, and the Code of Ethics(*).

(*) NO RECORD OF OFFICIAL SANCTIONS INVOLVING UNPROFESSIONAL CONDUCT is intended to mean that the Board may only consider judgments within the past three [3] years of violations of: 1) civil rights laws; 2) real estate license laws; or 3) other laws prohibiting unprofessional conduct against the applicant rendered by the courts or other lawful authorities; and 4) Deleted April 2003.

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

b) Deleted April 2003

c) An applicant for REALTOR®-Associate Membership shall supply evidence to the Membership Committee that he is actively engaged in the real estate profession and is employed by a REALTOR® or affiliated with a REALTOR® as an independent contractor, 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 Rule and Regulations of the Board, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the National Association of 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, he will abide by the Code of Ethics of the National Association of REALTORS®, and by the Constitution, Bylaws and Rules and Regulations of the local Board, the State Association, and the National Association.

d) The Board/Association will also consider the following in determining an applicant's qualifications for REALTOR® and REALTOR-ASSOCIATE® 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 ( except for violations of the Code of Ethics; See article V, Section2(a) NOTE 2) (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® or REALTOR-ASSOCIATE® and shall be subject to all of the same privileges and obligations of REALTOR® or REALTOR-ASSOCIATE® 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.

e) Deleted April 2003

Section 3. Election

The procedure for election to membership shall be as follows:

a) The Membership Committee shall determine whether the applicant is applying for the appropriate class of membership. It shall then give written notice to the REALTOR® members of such application and invite written comment. If one or more of the REALTOR® members object to the approval of the application, basing such objection on lack of qualification as set forth in these Bylaws, the Committee shall invite any objecting Member to appear and substantiate his objections. Objections which are not substantiated shall be totally disregarded. The Committee may not find objections substantiated without: (1) informing the applicant in advance, in writing, of the objections and identifying the objecting Member; and (2) giving the applicant a full opportunity to appear before the Committee and establish his qualifications. The Committee shall thereafter make a written report of its findings. The Membership Committee shall conduct all proceedings with strict attention to the principles of due process and compliance with the Bylaws of the Board.

b) Thereafter, within ten (10) days, the Membership Committee shall report its recommendation to the Board of Directors in writing. If the recommendation is adverse to the approval of the application, the reasons shall be specifically stated. If any member of the Membership Committee submits a dissenting recommendation, it shall also be reported to the Board of Directors.

c) The Board of Directors shall review the qualifications of the applicant and the recommendations of the Committee and then vote on the applicant's eligibility for membership. If the applicant receives a majority vote of the Board of Directors, he shall be declared elected to membership and shall be advised by written notice. An application for Affiliate Membership shall be active upon by the Board of Directors within forty-five (45) days from the date of application for membership.

d) The Board of Directors may not reject an application without providing the applicant with advance notice of the findings and recommendations of the Membership Committee, an opportunity to appear before the Board of Directors, to call witnesses on his behalf, to be represented by counsel, and to make statements as he deems relevant. The Board of Directors may also have counsel present. The Board of Directors shall require that written minutes be made of any hearing before it or may electronically or mechanically record the proceedings.

e) If the Board of Directors determines that the application should be rejected, it shall record its reasons with the Secretary. If the Board of Directors believes that denial of membership to the applicant may become the basis of litigation and a claim of damage by the applicant, it may specify that denial shall become effective upon entry in a suit by the Board for a declaratory judgment by a court of competent jurisdiction of a final judgment declaring that the rejection violates no rights of the applicant.

Section 4. New Member Code of Ethics Orientations:

a) Applicants for REALTOR® membership and provisional REALTOR® members (where applicable) shall complete an orientation program on the Code of Ethics of not less than two hours and thirty minutes of instructional time. His 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 180 days of the date of application (or, alternatively, the date that provisional membership was granted), will result in denial of the membership application or termination of provisional membership.

NOTE: Orientation programs must meet the learning objectives and minimum criteria established from time to time by the NATIONAL ASSOCIATION OF REALTORS®. (Adopted January 1, 2001)

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 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 coarse of instruction conducted by this or another association, the State 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. REALTORS® members who have completed training as a requirement of membership in another association and REALTORS® 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 REALTORS® membership shall be suspended until such time as the training is complete. (Adopted January 2001)

Section 6. Status Change.

a) A REALTOR® or REALTOR®-Associate who changes the conditions under which he holds membership shall be required to provide written notification to the Board within thirty (30) days. A REALTOR® (non-principal) or REALTOR®-Associate 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) or REALTOR®-Associate does not satisfy the requirements established in these Bylaws for the category of membership to which they have transferred with thirty (30) 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.

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 date of the quarter 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 specified in this Article.

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

Note 2: Article IV, Section 2, of the NAR Bylaws prohibits Member Boards from knowingly granting REALTORS® or REALTORS ASSOCIATE® membership to any applicant who has an unfulfilled sanction pending which was imposed by another Board or Association of REALTORS® for violation of the Code of Ethics. (Adopted January 1st, 2001)

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

a) Harassment: Any Member of the Board or MLS, after a hearing in accordance with the established procedures of the Board, may be reprimanded, placed on probation, suspended or expelled if found guilty of harassment of a Board or MLS member, officer, director or employee.

Disciplinary action may also consist of any sanction authorized in the National Association of REALTORS® Code of Ethics and Arbitration Manual. As used in this Section, Harassment means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threat to do the same, or any other conduct with the purpose or effect of unreasonably interring with an individual's work performance by creating a hostile, intimidating or offensive work environment.

The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the President, one Vice President selected by the Board of Directors, and one member of the Board of Directors selected by the Board's highest ranking officer not named in the complaint, upon consultation with legal counsel for the Board. If the complaint names the President or Vice President, that individual may not participate in the proceeding, 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.

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

Section 5. If a Member resigns from the Board or otherwise causes membership to terminate with an ethics complaint pending, 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. (Amended April 2003)

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

Section 6. REALTOR® Members.

a) REALTOR® Members, whether primary or secondary, in good standing whose financial obligations to the Board are paid in full, shall be entitled to vote and to hold elective office in the Board; may use the terms REALTOR® and REALTORS®, which use shall be subject to the provisions of Article VIII and have the primary responsibility to safeguard and promote the standards, interests and welfare of the Board and the real estate profession.

b) 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 connection with the REALTOR® and affiliate with another REALTOR® Member in good standing in the Board, 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.

c) In any action taken against a REALTOR® Member for suspension or expulsion under Section 6 (b) hereof, notice of such action shall be given to all REALTORS® and/or REALTOR®-Associates employed by or affiliated as independent contractors with such REALTOR® Member and they shall be advised that the provisions in Article VI, Sections 6 (b) and 7 (d) shall apply.

Section 7. REALTOR®-Associate Members.

a) REALTOR®-Associate Members shall have the right to use the term REALTOR®-Associate subject to Article VIII of these Bylaws and shall have all the rights and privileges of membership in the Board except the right to use the terms, "REALTOR®" and "REALTORS®".

b) REALTOR®-Associate Members shall promote the interests and welfare of the Board and the real estate profession.

c) REALTOR®-Associate Members shall maintain and promote the same high standards of ethical conduct in their real estate business as is required of REALTOR® members.

d) The membership of a REALTOR®-Associate Member shall suspend or terminate during the period of suspension or termination of a REALTOR® member (principal) of the firm, partnership or corporation with which he is associated or until readmission of the disciplined REALTOR® Member, or unless connection of the disciplined Member with the firm, partnership or corporation is severed, or unless connection of the disciplined Member with the firm, partnership or corporation is severed, or unless the REALTOR®-Associate Member elects to sever his connection with the REALTOR® and affiliate with another REALTOR® Member in good standing in the Board, whichever may apply.

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

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

Section 9. 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 10. Public Service Members. Public Service Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors.

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

Section 12. Distinguished Members. Distinguished Members shall have all the rights and privileges and be subject to all the obligations of REALTOR® or REALTOR®-Associate members, except the right to vote or hold elective office.

Section 13. Certification by REALTOR®. "Designated" REALTOR® Members of the Board shall certify to the Board during the month of September on a form provided by the Board a complete listing of all individuals licensed or certified with the REALTOR®‘s firm(s) within the state, and shall designate a primary Board for each individual. These declarations shall be used for purposes of calculating dues under Article X, Section 2 (a) of the Bylaws. "Designated" REALTOR® Members shall also notify the Board of any additional individual(s) licensed or certified with the firm(s) within thirty (30) days of date of affiliation or severance of the individual.

Section 14. Legal Liability Training. Within two (2) years of the date of election to membership, and every two (2) years thereafter, each REALTOR® and REALTOR®-Associate (if applicable) Member of the Board shall be required to demonstrate that they have completed a course of instruction on anti-trust laws, civil rights laws or the REALTORS® Code of Ethics, its interpretation and meaning and/or the procedures related to its enforcement.

This requirement will be considered satisfied upon presentation of evidence that the member has completed an educational program conducted by another Member Board, the State 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 Board.

Failure to satisfy these requirements 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.

ARTICLE VII - PROFESSIONAL STANDARDS AND ARBITRATION

Section 1. The responsibility of the Board and of Board Members relating to the enforcement of the Code of Ethics, 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 by this reference is 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® and REALTOR-ASSOCIATE® member of this Board to abide by the Constitution and Bylaws and the Rules and Regulations of the Board, the Constitution and Bylaws of the State Association, 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 this Board as currently amended.

ARTICLE VIII - USE OF THE TERMS

Section 1. Use of the terms REALTORS®, REALTORS®, and REALTOR-ASSOCIATE® 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 Board shall have the 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 Board 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® and REALTORS® only if all the principals of such firm or corporation who are actively engaged in the real estate profession within the state or a state contiguous thereto are REALTOR® members of a Board or Institute Affiliate Members as described in Section 1(b) Article IV.

(a) In the case of a REALTOR® member who is a principal of a real estate firm, partnership, or corporation whose business activity is substantially all commercial, the right to use the term REALTOR® or 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. 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. ( Amended January 1st, 2001)

Section 4. REALTOR®-Associate Members of the Board shall have the right to use the terms REALTOR®-Associate so long as they remain REALTOR®-Associate Members in good standing and the REALTOR® Member with whom they are associated as independent contractors or by whom they are employed is also a REALTOR® Member in good standing. Institute Affiliate Members shall not use the terms REALTOR®,REALTORS® or REALTOR®-Associate, nor the imprint of the emblem seal of the NATIONAL ASSOCIATION OF REALTORS® (Amended December 20th, 2001)

ARTICLE IX - STATE AND NATIONAL MEMBERSHIPS

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

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

Section 3. The Board adopts the Code of Ethics of the National Association of REALTORS® and agrees to enforce the Code among its REALTOR® and REALTOR®-Associate Members. The Board 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 New York State 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 reasonable amount, not exceeding three times the amount of the annual dues for REALTOR® Membership, which shall be required to accompany each application for REALTOR® Membership and which shall become the property of the Board upon final approval of the application. (Amended April 2003)

Section 2. Dues.

The annual dues for all classes of REALTOR® Membership, except Institute Affiliates, shall be an amount determined by the Board of Directors annually as follows:

a) REALTOR® Members. The annual dues of each Designated REALTOR® Member shall be an amount set by the Board of Directors plus an amount equal an amount set by the Board of Directors times the number of real estate salespersons and licensed or certified appraisers who (1) are employed by or affiliated as independent contractors, or who are otherwise directly or indirectly licensed with such REALTOR® Member; and (2) are not REALTORS® or REALTOR®-Associate Members of any Board in the state or a state contiguous thereto or Institute Affiliate Members of the Board, or State Associations. In calculating the dues payable to the Board by a Designated REALTOR® Member, non-member licensees as defined in (1) and (2) of this paragraph shall not be included in the computation of dues if the Designated REALTOR® has paid dues based on said non-member licensees in another Board in the state or a state contiguous thereto, provided the Designated REALTOR® notifies the Board in writing of the identity of the Board to which dues have been remitted. In the case of a Designated REALTOR® Member in a firm, partnership, or corporation whose business actively is substantially all commercial, any assessments for non-member licensees shall be limited to licensees affiliate with the Designated REALTOR® (as defined in (1) and (2) of this paragraph) in the office where the Designated REALTOR® holds membership and any other offices of the firm located within the jurisdiction of this board. ( Amended November, 2003)

(1) For the purpose of this Section, a REALTOR® Member of a Member Board shall be held to be any Member who has a place or a place 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 which is engaged in other aspects of Real Estate business except as provided for in Section 2 (a) (1) hereto provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, or corporate officer 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 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 forms shall not be deemed to be licensed with the REALTORS® filing form for purposes of this Section and shall not be included in calculation of the annual dues of the Designated REALTOR®.

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

b) Affiliate Members. The annual dues of each Affiliate Member shall be as determined by the Board of Directors.

c) Institute Affiliate Members. The annual dues for each Institute Affiliate Member shall be as established in Article II of the Bylaws of the NATIONAL ASSOCIATION OF REALTOR®. (Amended January 29, 2002)

Note: The Institutes, Societies and Councils of the National Association shall be responsible for collecting and remitting dues to the National Association for Institute Affiliate Members ($75.00). The National Association shall credit $25.00 to the account of the local association for each Institute Affiliate Member whose office address is within the assigned territorial jurisdiction of that association, provided however, if the office location is also within the territorial jurisdiction of a Commercial Overlay Board (COB), the $25.00 amount will be credited to COB, unless the Institute Affiliate Member directs that the dues be distributed to the other board. The National Association shall also credit $25.00 to the account of state associations for each Institute Affiliate Member whose office address is located within the territorial jurisdiction of the state association. Local and State associations may not establish any additional entrance, Initiation fees or dues for Institute Affiliate Members, but may provide service packages to which Institute Affiliate Members may voluntarily subscribe. (Adopted January 29, 2002

f) Public Service Members. The annual dues of each Public Service Member shall be as determined by the Board of Directors.

g) Distinguished Members. The annual dues of each Distinguished Member shall be as determined by the Board of Directors.

Section 3. Dues Payable. Dues for all REALTOR® Members shall be payable annually in advance on the first day of December; however, at the members' option may be paid quarterly on the first days of December, March and September of each year. Dues shall be computed from the first day of the quarter in which a Member is notified of election and shall be prorated for the remainder of the year.

a) In the event a sales licensee who holds REALTOR® or REALTOR®-Associate membership is dropped for nonpayment of Board dues, and the licensee remains with the designated REALTOR®'s firm, the dues obligation of the "designated" REALTOR® (as set forth in Article X, Section 2a) 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. If dues, fees or other assessments including amounts owed to the Board are not paid within one (1) month after the due date, the non-paying Member is subject to suspension at the discretion of the Board of Directors. Two (2) months after the due date, membership of the non-paying Member may be terminated at the discretion of the Board of Directors. Three (3) months after the due date, 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 non-payment 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 Board or any of its services, departments, divisions or subsidiaries may apply for reinstatement in a manner prescribed for new applicants for membership, after making payment in full of all accounts due as of the date of termination.

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

Section 6. Expenditures. The Board of Directors shall administer the day-to-day finances of the Board. Capital expenditures in excess of $5,000. may not be made unless authorized by a majority of the Board Members eligible to vote.

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

Section 8. The dues of REALTOR® or REALTOR®-Associate Members who are REALTOR® Emeritus (as recognized by the National Association), Past Presidents of the National Association or recipients of the Distinguished Service Award shall be as determined by the Board of Directors.

ARTICLE XI - OFFICERS AND DIRECTORS

Section 1. Officers. The elected officers of the Board shall be; a President, two Vice Presidents, a Secretary, and a Treasurer. The Secretary and Treasurer may be the same person. They shall be elected for terms of one year. Amended October 1996.

Section 2. Duties of Officers.

a) The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors.

b) It shall be the particular duty of the President to act as the Chairperson of the Board of Directors.

c) It shall be the particular duty of Secretary to keep the records of the Board and to carry on all necessary correspondence with the National Association of REALTORS® and the New York State Association of REALTORS®.

d) It shall be the obligation of each officer and director to attend a minimum of one New York State Association of REALTORS® and/or National Association of REALTORS® meeting, trade or convention per year. Amended October 1996.

Section 3. Board of Directors.

The governing body of the Brooklyn Board of REALTORS®, Inc. shall be a Board of Directors.

The Board of Directors shall consist of the five (5) elected officers (President, two (2) Vice- Presidents, the Treasurer and the Secretary), plus the following members:

At such time as membership in the Board shall not exceed one thousand (1000) members there shall be an additional fifteen (15) Directors as follows:

Twelve (12) Realtor® and/or REALTOR® Associate members plus three (3) Affiliate members so that the Board of Directors shall consist of a total of twenty (20) members.

At such time as membership in the Board shall exceed one thousand (1000), for each full count of five hundred (500) members above one thousand (1000), there shall be added at the next regular election one (1) additional Director. The first additional Director shall be a REALTOR®. The second additional Director may be a REALTOR® or REALTOR® Associate. The third additional Director may be a REALTOR®, REALTOR® Associate or AFFILIATE. This pattern shall repeat until the maximum number of Directors including the elected officers shall be, but not exceed, twenty five (25) members.

Directors shall be elected to serve for terms of one, two and three years, respectively, or for lesser terms as may be necessary to complete the first fiscal year. Thereafter, as many Directors shall be elected each year as are required to fill vacancies.

a) The Board of Directors of the Brooklyn Board of REALTORS®, Inc. shall be responsible for making and implementing policy decisions that govern the Board, overseeing the finances of the Board, and generally managing the operation of Board business.

b) The Directors have the authority and responsibility to:

i) elect new members of the Brooklyn Board of REALTORS®

ii) establish membership dues

iii) establish fees for Board services

iv) approve the Annual Budget of the Board

v) open and administer bank and financial instrument accounts

vi) authorize major corporate actions of the Board

vii) provide advice to corporate management

viii) authorize the Board's entry into contractual agreements

ix) designate, insofar as the Board is entitled, individuals to serve as members of the Board of Directors of the New York State Association of REALTORS®

x) designate, insofar as the Board is entitled, individuals to serve as members of the Delegate Body of the New York State Association of REALTORS®

xi) designate, insofar as the Board is entitled, individuals to serve as members of the Delegate Body of the National Association of REALTORS®

c) The Directors shall, among other functions, recommend to the Membership:

i) individuals to serve as Directors of the Board

ii) individuals to serve as Officers of the Board

iii) amendments to the BYLAWS of the Board

d) The Board of Directors shall, from time to time as it deems necessary and prudent, make recommendations to the New York State Association of REALTORS® and the National Association of REALTORS® regarding public policy

positions as they pertain to land use, private property ownership rights and the real estate industry.

e) Directors shall maintain confidentiality regarding all matters that could affect the workings of the Board, its business plans or its competitive position.

f) A Director has an obligation to come forward and identify any existing or reasonably anticipated conflict of interest. Once such a conflict or potential conflict has been identified:

i) Said Director shall refrain from voting in those instances where there may be a significant impact or financial benefit upon him/her or upon any entity in which he/she has a financial interest.

ii) Said Director shall also refrain from discussion in such instances, except when, after the conflict has been identified, he/she is requested to participate by the simple majority of the Directors present and entitled to vote on the issue.

Section 4. Election of Officers and Directors.

a) At least two (2) months before the annual election, a Nominating Committee of five (5) REALTOR® Members shall be appointed by the President with the approval of the Board of Directors. The Nominating Committee shall select one candidate for each office 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 Member eligible to vote at least three (3) weeks preceding the election. Additional candidates for the offices to be filled may be placed in nomination by petition signed by at least ten percent (10%) of the REALTOR® Members eligible to vote. The petition shall be filed with the Secretary at least two (2) weeks before the election. The Secretary shall send notice of such additional nominations to all Members eligible to vote before the nomination.

b) The election of Officers and Directors shall take place at the annual meeting. Election shall be by ballot and all votes shall be cast in person. The ballot shall contain the names of all candidates and the offices for which they are nominated.

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 5. Vacancies. Vacancies among the Officers and the Board of Directors shall be filled by a simple majority vote of the Board of Directors until the next annual election.

Section 6. Removal of Officers and Directors. In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:

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

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

c) The special meeting shall be noticed to all voting Members at least ten (10) days prior to the meeting, and shall be conducted by the President of the Board unless the President's continued service in office is being considered at the meeting. In such case, the next-ranking officer will conduct the meeting of the hearing by the Members. Provided a quorum is present, a three-fourths vote of Members present and voting shall be required for removal from office.

ARTICLE XII - MEETINGS

Section 1. Annual Meetings. The annual meeting of the Board shall be held during October of each calendar year, the date, place and hour to be designated by the Board of Directors. Amended 9/26/2000

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

Section 3. Other Meetings. Meetings of the Members may be held at other times as the President or the Board of Directors may determine, or upon the written request of at least ten percent (10%) of the Members eligible to vote.

Section 4. Notice of Meetings. Written notice shall be given to every Member entitled to participate in the meeting at least one (1) week preceding all meetings. If a special meeting is called, it shall be accompanied by a statement of the purpose of the meeting.

Section 5. Quorum. A quorum for the transaction of business by the Board of Directors shall consist of a simple majority of the Members eligible to vote.

ARTICLE XIII - COMMITTEES

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

Professional Standards Legislative Public Relations

Education Membership REALTOR® Protection

Program Protection Equal Opportunity

Finance Grievance Nomination/Election

Section 2. Special Committees. The President shall appoint, subject to confirmation by the Board of Directors, special committees as deemed necessary.

Section 3. Organization. All committees shall be of such size and shall have duties, functions and powers as assigned 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. The fiscal and elective year of the Board shall be January 1st to December 31st of each calendar year. Amended 9/26/2000

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 Board, 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 of twenty-five (25) members is present, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting.

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 (1) week prior to the meeting.

Section 3. Amendments to these Bylaws affecting the admission or qualification of REALTOR®, REALTOR®-Associate and Affiliate (Institute) Members, the use of the terms REALTOR®, REALTORS® and REALTOR®-Associate, or any alteration in the territorial jurisdiction of the Board 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 Board, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to the New York State Association of REALTORS® or, within its discretion, to any other non-profit tax-exempt organization.