Table of Contents

ARTICLE I - NAME

ARTICLE II - OBJECTIVES

ARTICLE III – SERVICE AREA

ARTICLE IV - MEMBERSHIP

ARTICLE V - QUALIFICATION AND ELECTION

ARTICLE VI - PRIVILEGES AND OBLIGATIONS

ARTICLE VII - PROFESSIONAL STANDARDS AND ARBITRATION

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

ARTICLE IX - STATE AND NATIONAL MEMBERSHIPS

ARTICLE X - DUES AND ASSESSMENTS

ARTICLE XI - OFFICERS AND DIRECTORS

ARTICLE XII - MEETINGS

ARTICLE XIII - COMMITTEES

ARTICLE XIV - FISCAL AND ELECTIVE YEAR

ARTICLE XV - RULES OF ORDER

ARTICLE XVI - AMENDMENTS

ARTICLE XVII - DISSOLUTION

ARTICLE XVIII - SUBSIDIARY MULTIPLE LISTING CORPORATION

ARTICLE IXX - INDEMNIFICATION

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ARTICLE I - NAME

Section 1. NAME The name of this organization shall be the Athens Area Association of REALTORS®, Incorporated, hereinafter 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 and related interests.

Section 2. To promote and maintain high standards of conduct in the real estate profession as expressed in the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®.

Section 3. To provide a unified medium for real estate owners and those engaged in the real estate profession whereby their interests may be safeguarded and advanced.

Section 4. To further the interests of home and other real property ownership.

Section 5. To unite those engaged in the real estate profession in this community with the GEORGIA ASSOCIATION OF REALTORS® and the NATIONAL ASSOCIATION OF REALTORS®, thereby furthering their own objectives throughout the state and nation and obtaining the benefits and privileges of membership therein.

Section 6. To designate, for the benefit of the public, individuals authorized to use the terms REALTOR® and REALTORS as licensed, prescribed, and controlled by the NATIONAL ASSOCIATION OF REALTORS®.

ARTICLE III – SERVICE AREA

Section 1. The territorial service area of the Association as a Member of the NATIONAL ASSOCIATION OF REALTORS® is Clarke County, Georgia, Oconee County, Georgia, Madison County, Georgia, Oglethorpe County, Georgia, and Elbert County, Georgia.

Section 2. Territorial service area 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. The classes of Members are as follows:

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

1. Individuals who, as sole proprietors, partners, corporate officers, or branch office managers, are engaged actively in the real estate profession, including buying, selling, exchanging, renting or leasing, managing, appraising for others for compensation, counseling, building, developing or subdividing real estate, and who maintain or are associated with an established real estate office in the state of GEORGIA 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 only, and each is required to hold REALTOR® Membership individually in an Association of REALTORS® within the state or a state contiguous thereto unless otherwise qualified for Institute Affiliate Membership as described in Section 1 (b) of Article IV. In the case of a real estate firm, partnership, or corporation, whose business activity is substantially all commercial, only those principals actively engaged in the real estate business in connection with the same office, or any other offices within the jurisdiction of the Association in which one of the firm's principals holds REALTOR® membership, shall be required to hold REALTOR® membership unless otherwise qualified for Institute Affiliate Membership as described in Section 1 (b) of Article IV.NOTE: REALTOR® Members may obtain membership in a "secondary" Association in another state.
2. Individuals who are engaged in the real estate profession other than as sole proprietors, partners, corporate officers, or branch office managers and are associated with a REALTOR® Member and meet the qualifications set out in Article V.
3. Franchise REALTOR® Membership. Corporate officers (who may be licensed or unlicensed) of a real estate brokerage franchise organization with at least one hundred fifty (150) franchisees located within the United States, its insular possessions, and the Commonwealth of Puerto Rico, elected to membership pursuant to the provisions in the NAR Constitution and Bylaws. Such individuals shall enjoy all of the rights, privileges and obligations of REALTOR® membership (including compliance with the Code of Ethics) EXCEPT: obligations related to Association mandated education, meeting attendance, or indoctrination classes or other similar requirements; the right to use the term REALTOR® in connection with their franchise organization's name; the right to hold elective office in the local Association, State Association, and National Association.
4. Primary and secondary REALTOR® Members. An individual is a primary member if the Association pays state and National dues based on such Member. An individual is a secondary Member if state and National dues are remitted through another Association. One of the principals in a real estate firm must be a Designated REALTOR® member of the Association in order for licensees affiliated with the firm to select the Association as their "primary" Association.

5. Designated REALTOR® Members. Each firm shall designate in writing one REALTOR®

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

b) Institute Affiliate Members. Institute Affiliate members shall be individuals who hold a professional designation awarded by an Institute, Society, or Council affiliated with the NATIONAL ASSOCIATION OF REALTORS® that addresses a specialty area other than residential brokerage or individuals who otherwise hold a class of membership in such Institute, Society or Council that confers the right to hold office. Any such individual, if otherwise eligible, may elect to hold REALTOR® membership, subject to payment of applicable dues for such membership.

c) Affiliate Members. 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.

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. Student members shall be students currently enrolled at a real estate degree-granting college or university.

ARTICLE V - QUALIFICATION AND ELECTION Section 1. APPLICATION.

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/herself with the Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, the Constitutions, Bylaws, and Rules and Regulations of the Association, the State and National Associations, and if elected a Member, will abide by the Constitutions and Bylaws and Rules and Regulations of the Association, State and National Associations, and if a REALTOR® Member 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 Association, 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 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. (3) that the applicant certifies the information furnished is true and correct. If the applicant fails to provide complete and accurate information as requested, or there is any misstatement of fact, this shall be grounds for review by the Board of Directors and may lead to revocation of the membership, if granted. 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.

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 that they are 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 a 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 and Rules and Regulations of the Association, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and other qualifications as established in the Policies & Procedures, and shall agree that if approved to membership, he/she will abide by such Constitution, Bylaws, Rules and Regulations, and Code of Ethics.(*)

(*) 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, or branch office manager 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 Association 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 Association and MLS 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.

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

NOTE: Article IV, Section 2 of the NAR Bylaws prohibits Member Boards from knowingly granting REALTOR® 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.

2. b)  Individuals who are actively 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 the Association or a Designated REALTOR® Member of another Board or Association (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 Policies and Procedures of the Association, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® and shall agree in writing that if approved elected to membership he/she 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 Association, State Association, and the National Association.
3. c)  The Association will also consider the following in determining an applicant's qualifications for REALTOR® membership:
   1. All final findings of Code of Ethics violation and violations of other membership duties in any other Association within the past (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 in any Association or Association MLS.
   6. Any misuse of the term REALTOR® or REALTORS® in the name of the applicant's firm.
4. d)  An applicant for Affiliate and Affiliate Associate membership as defined in Article IV section 1 (c) and (d) shall meet such requirements consistent with these Bylaws and Policies as the Association of Directors may prescribe.
5. e)  Student membership as defined in Article IV Section 1 (f) shall be for one year tenure only, subject to annual renewal of each membership by renewal application. Each student’s application must be signed by the Head of the Department of the school in which he/she is enrolled. This membership shall be automatically terminated simultaneously with the student member being licensed to sell real estate or upon leaving school.

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, Section 2(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® 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.

Section 3. APPROVAL.

The procedure for approval to membership shall be as follows:

1. a)  The chief staff executive (or duly authorized designee) shall determine whether the applicant is applying for the appropriate class of membership. If the association has adopted provisional membership, applicants for REALTOR® membership may be granted provisional membership immediately upon submission of a completed application form and remittance of applicable association dues and any application fee. Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of membership. Provisional membership is granted subject to final approval by the Board of Directors.
2. b) If the Board of Directors determines that the individual does not meet all of the qualifications for membership as established in the association's Bylaws, or, if the individual does not satisfy all of the requirements of membership (for example, completion of a mandatory orientation program) within two consecutive opportunities from the association's receipt of their application, membership may, at the discretion of the Board of Directors, be terminated. The Board of Directors shall vote on the applicant's eligibility for membership. If the applicant receives a majority vote of the Board of Directors, he/she shall be declared elected to membership and shall be advised by written notice. All monies paid are non-refundable. Applicants may appeal to the Board of Directors under extenuating circumstances.
3. c)  The Board of Directors may not reject an application without providing the applicant with advance notice of the findings, an opportunity to appear before the Board of Directors, to call witnesses on his/her behalf, to be represented by counsel, and to make such statements as he/she 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.
4. d)  If the Board of Directors determines that the application should be rejected, it shall record its reasons with the Chief Executive Officer (or duly authorized designee). 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 association 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 ORIENTATION.

Applicants for REALTOR® membership and provisional REALTOR® membership (where applicable) shall complete Code of Ethics Orientation of not less than two hours and thirty minutes of instructional time. This requirement does not apply to applicants for REALTOR® membership or provisional members who have completed comparable orientation in another Association within the previous three (3) years, provided that REALTOR® membership has been continuous, or that any break in membership is for one year or less. The member will be required to furnish proof from the Board or Association where Orientation was completed.

Section 5. REALTOR® CODE OF ETHICS TRAINING.

Effective January 1, 2019, through December 31, 2021, and for successive three-year periods thereafter, each REALTOR® member of the association (with the exception of REALTOR® members granted REALTOR® Emeritus status by the National Association) shall be required to complete ethics training of not less than two (2) hours and thirty (30) minutes of instructional time. This requirement will be satisfied upon presentation of documentation that the member has completed a course of instruction conducted by this or another REALTOR® association, the State Association of REALTORS® or the NATIONAL ASSOCIATION OF REALTORS®, which meets the learning objectives and minimum criteria established by the NATIONAL ASSOCIATION OF REALTORS® from time to time. REALTOR® members who have completed training as a requirement of membership in another association and REALTOR® members who have completed the New Member Code of Ethics Orientation during any three-year cycle shall not be required to complete additional ethics training until a new three-year cycle commences.

Failure to satisfy the required periodic ethics training shall be considered a violation of a membership duty. Failure to meet the requirement in any three-year cycle will result in suspension of membership for the first two months (January and February) of the year following the end of any three- year cycle or until the requirement is met, whichever occurs sooner. On March 1 of that year, the membership of a member who is still suspended as of that date will be automatically terminated.

Section 6. NEW MEMBER ASSOCIATION ORIENTATION.

Any current member who applies for membership as a Broker of a new company will not be required to attend orientation, provided they have attended an AAAR® orientation within the previous four (4) years. Members applying for secondary membership who have attended an orientation with another Board or Association within the previous four (4) years will not have to attend the AAAR® orientation but will be required to furnish proof from the Board or Association where Orientation was completed. Failure to satisfy this requirement within two consecutive opportunities 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®.

Section 7. STATUS CHANGES.

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

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 complete within thirty 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.

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

2. 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.
3. c)  Dues shall be prorated from the first day 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 Association may be reprimanded, fined, placed on probation, suspended, or expelled by the Board of Directors for a violation of these Bylaws and Policies and Procedures 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 neither 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 Board of Directors, or upon recommendation by a hearing panel of the Professional Standards Committee, be subject to discipline as described above, for any conduct, which in the opinion of the Board of Directors, applied on a 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 a 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.

a) Enforcement of the Code. The responsibility of the association and of association members relating to the enforcement of the Code of Ethics, the disciplining of members, and the arbitration of disputes, and the organization and procedures incident thereto, shall be governed by the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®, as amended from time to time, which is by this reference incorporated into these Bylaws, provided, however, that any provision deemed inconsistent with state law shall be deleted or amended to comply with state law. Management of Grievance and Professional Standards shall be in accordance with the Policy Manual.

Section 4. Resignations of Members shall become effective when received in writing by the association staff, provided, however, that if any 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, the complaint shall be processed until the decision of the association with respect to disposition of the complaint is final by this association (if respondent does not hold membership in any other association) or by any other association in which the respondent continues to hold membership. If an ethics respondent resigns or otherwise causes membership in all Associations to terminate before an ethics complaint is filed alleging unethical conduct occurred while the respondent was a REALTOR®, the complaint, once filed, shall be processed until the decision of the association with respect to disposition of the complaint is final. In any instance where an ethics hearing is held subsequent to an ethic respondent's resignation or membership termination, any discipline ratified by the Board of Directors shall be held in abeyance until such time as the respondent rejoins an association of REALTORS®.

a) If a member resigns or otherwise causes membership to terminate, the duty to submit to arbitration (or to mediation if required by the association) 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. REALTOR® Members, whether primary or secondary, in good standing are entitled to vote and to hold elective office in the association; and may use the terms REALTOR® For purposes of this section, the term “good standing” means the member satisfies the "Obligations of REALTOR® Members”, is current with all financial and disciplinary obligations to the association and MLS, has completed any new member requirements, and complies with NAR's trademark rules.

a) It shall be the duty and responsibility of every REALTOR® member of this association to safeguard and promote the standards, interests, and welfare of the association and the real estate profession, and to protect against conduct that may cause a lack of public confidence in the real estate profession or in REALTORS®. REALTOR® members also must abide by the governing documents and policies of the association, the State Association, and the NATIONAL ASSOCIATION OF REALTORS®, as well as 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 in accordance with the procedures set forth in the Code of Ethics and Arbitration Manual.

Every REALTOR® member shall maintain a high level of integrity and adhere to the association's membership criteria. Any violent act or threat of violence to person or property, hateful conduct, or acts of moral turpitude impacting the public shall not be tolerated and may be cause for disciplinary action, up to and including termination of membership.

b) If a REALTOR® Member is a sole proprietor in a firm, a partner in a partnership or an officer in 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 removes themselves 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® and REALTORS® in connection with its business during the period of suspension or until the former Member is admitted 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, or unless the REALTOR® Member (non-principal) el cts to sever his/her connection with the REALTOR® and affiliate with another REALTOR® Member in good standing in the Association, whichever may apply.

If a REALTOR® Member 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.

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

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®, 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 8. AFFILIATE MEMBERS. Affiliate Members shall have rights and privileges and be subject to obligations prescribed by the Board of Directors in accordance with the Policy Manual.

Section 9. Public Service Members. Public Service members shall have rights and privileges and be subject to obligations 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 rights and privileges and be subject to obligations prescribed by the Board of Directors, in accordance with the Policy Manual.

Section 12. CERTIFICATION BY REALTOR®. Designated REALTOR® Members of the Association shall certify to the Association during the month of January on a form provided by the Association, a complete listing of all individuals licensed or certified in the REALTOR®’s office (s) and shall designate a primary Association for each individual who holds membership. Designated REALTORS® shall also identify any non-member licensees in the REALTOR®’s office (s) and if Designated REALTOR® Dues have been paid to another Association based on said non-member licensees; the Designated REALTOR® shall identify the Association to which dues have been remitted. These declarations shall be used for purposes of calculating dues under Article X, Section 2(a) of the Bylaws. Designated REALTOR® Members shall also notify the Association of any additional individual(s) licensed or certified with the firm(s) within thirty days of the date of affiliation or severance of the individual.

Section 13. HARASSMENT. Any member of the Association may be reprimanded, placed on probation, suspended or expelled for harassment of an Association or MLS employee or Association Officer or Director after an investigation in accordance with the By Laws and Policies and Procedures of the Association. As used in this Section, harassment means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonably interfering with an individual’s work performance by creating a hostile, intimidating or offensive work environment. The decision of the appropriate disciplinary action to be taken shall be made by the investigatory team comprised of the 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 Association. Disciplinary action may include any sanction authorized in the association’s Code of Ethics and Arbitration Manual. 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.

Section 14. SUSPENSION OF MEMBERSHIP. “Suspension of Membership’’ means suspension of membership rights and privileges and denial of Association services, on terms and conditions expressly stated for an established period of time, including, but not limited to, use of the term REALTOR®, with reinstatement of all withdrawn membership rights and privileges, and all withdrawn Association services automatically provided at the end of the specified period not to exceed one (1) year. Although membership rights, privileges, and services are withdrawn as specified in the notice of suspension, membership, per se, continues, and the suspended Member remains obligated for payment of membership dues, and to abide by the Code of Ethics, during the period of suspension. The suspended Member shall not be obligated for payment of any fees or charges except for continued optional services of the Association. Any failure to abide by the terms and conditions of the suspension, or the finding of a violation of the Code of Ethics, after a hearing as provided by the Professional Standards procedures of the Association Bylaws, shall be grounds for consideration as to a possible extension of the suspension or expulsion for membership in the Association.

Section 15. No member shall have any right to any interest in the property of the Association.

ARTICLE VII – PROFESSIONAL STANDARDS AND ARBITRATION

Section 1. The responsibility of the Association and of Association Members relating to the enforcement of the Code of Ethics, the disciplining of Members, and the arbitration of disputes, and the organization and procedures incident thereto, shall be governed by the Code of Ethics and Arbitration Manual of the NATIONAL ASSOCIATION OF REALTORS®, as amended from time to time, which is by this reference incorporated into these Bylaws, provided, however, that any provision deemed inconsistent with state law shall be deleted or amended to comply with state law.

Section 2. It shall be the duty and responsibility of every REALTOR® Member of this Association to abide by the Constitution and Bylaws and the Policies and Procedures 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 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 and the Policies and Procedures of this Association as from time to time amended.

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

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

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.

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

Section 2. REALTOR® Members of the Association shall have the privilege of using the terms REALTOR® and REALTORS® in connection with their places of business within the state 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, partnership, or corporation who are actively engaged in the real estate profession within the state or a state contiguous thereto are REALTOR®. Members of the Association or Institute Affiliate Members as described in Section 1(b) of Article IV.

a) In the case of a REALTOR® member who is a principle 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.

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 MEMBERSHIPS

Section 1. The Association shall be a Member of the NATIONAL ASSOCIATION OF REALTORS® and the GEORGIA 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 GEORGIA ASSOCIATION of REALTORS® without further payment of dues. The Association shall continue as a Member of the State and National Associations, unless by a majority vote of all of its REALTOR® Members, decision is made to withdraw, in which case the State and National Associations shall be notified at least one month in advance of the date designated for the termination of such membership.

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

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

ARTICLE X – DUES AND ASSESSMENTS

Section 1. APPLICATION FEE. The Board of Directors may adopt an application fee for REALTOR® Membership and all other membership classes 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 Association upon final approval of the application.

Section 2. DUES. The Board of Directors shall establish the amount of dues annually. The annual dues of Members shall be as follows:

a) Designated REALTOR® Members. The annual dues of each designated 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 by or affiliated as independent contractors or who are otherwise directly or indirectly licensed with such REALTOR® Member, and (2) are not REALTOR® Members of any Association in the state or a state contiguous thereto or Institute Affiliate Members of the Association. In calculating the dues payable to the Association by a designated REALTOR® Member, non-member licensees as defined in Section 2(a) (1) and (2) of this Article shall not be included in the computation of dues if the Designated Realtor® has paid dues based on said non-member licensees in another Association in the state or a state contiguous thereto, provided the Designated REALTOR® notifies the Association in writing of the identity of the Association to which dues have been remitted. In the case of a Designated REALTOR® Member in a firm, partnership, or corporation whose business activity is substantially all commercial, any assessments for non-member licensees shall be limited to licensees affiliated with the Designated REALTOR® (as defined in (1) and (2) of this paragraph) in the office where the Designated REALTOR® holds membership, and any other offices of the firm located within the jurisdiction of this Association.

a)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 other aspects of the real estate business (except as provided for in Section 2 (a) (1) hereof) provided that such licensee is not otherwise included in the computation of dues payable by the principal, partner, 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 of the licensees affiliated with the entity are solely engaged in referring clients and customers and are not engaged in listing, selling, leasing, managing, counseling, or appraising real property. The individuals disclosed on such form shall not be deemed to be licensed with the REALTOR® filing the form for purposes of this Section and shall not be included in calculating the annual dues of the Designated REALTOR®.

For a REALTOR® (principal) to be exempt from paying size formula dues based on referral licensees, the licenses must be held by an entity separate from the REALTOR®’s brokerage firm, and all referrals must be made to the REALTOR®’s brokerage firm on a substantially exclusive basis. The same REALTOR® can be a principal in both firms. An “entity” is a separate, legally recognized business and includes all possible structures for a business permitted under state law. The exemption for licensees in LFRO’s requires the licensees not be engaged to any degree in listing, selling, leasing, renting, managing, counseling, or appraising real property. Designated REALTORS® operating a referral firm are required, at least annually, to identify in writing all licensees in the referral firm. Access a sample LFRO certification form. Language added in 2015 to NAR’s Model Bylaws for Local Member Associations may be adopted by local associations to require that its Designated REALTOR® members notify the association within three (3) days of any change in status of licensees in a referral firm.

The exemption for a referral licensee is automatically revoked upon the individual engaging in activities requiring a real estate license other than making referrals. Upon revocation of the due’s exemption, the license may be placed with the REALTOR® ‘s brokerage firm, or the licensee may sever his/her relationship with the firm. In the event the license is placed with the REALTOR®'s (principal's) brokerage firm, the dues obligation of the Designated REALTOR® increases to reflect the additional nonmember licensee.

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

1. a)  REALTOR® Members The annual dues of each REALTOR® Member other than a principal, partner or corporate officer shall be in such amount as established annually by the Board of Directors.
2. b)  Institute Affiliate Members. The annual dues of each Institute Affiliate Member shall be as established in Article II of the Bylaws of the NATIONAL ASSOCIATION OF REALTORS®.
3. c)  Affiliate Members. The annual dues of each Affiliate Member shall be in the amount established annually by the Board of Directors.
4. d)  Public Service Members. The annual dues of Public Service Members shall be in such amount as established annually by the Board of Directors.
5. e)  Honorary Members. Dues payable, if any, shall be at the discretion of the Board of Directors.
6. f)  Student Members. The annual dues of each student member shall be in the amount established annually by the Board of Directors.

Section 3. DUES PAYABLE. Dues for all Members shall be payable annually in advance on the first day of January. Dues shall be computed from the date of application and granting of provisional membership.

1. In the event a sales licensee or licensed or certified appraiser who holds REALTOR® membership is dropped for nonpayment 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. If dues, fees, fines, or other assessments including amounts owed to the association or the association's multiple listing service are not paid within one (1) month after the due date, the nonpaying Member is subject to suspension at the discretion of the Board of Directors. Two (2) months after the due date, membership of the nonpaying member may be terminated at the discretion of the Board of Directors. Three (3) months after the due date, membership of the nonpaying 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 disputed amounts until the accuracy of the amount owed has been confirmed by the Board of Directors. A former member who has had his/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 applicants for membership, after making payment in full of all accounts due as of the date of termination.

Section 5. DEPOSITS AND EXPENDITURES. All deposits and expenditures of funds shall be in accordance with policies established by the Board of Directors. Unbudgeted items may be authorized by vote of a majority of the Board of Directors.

Section 6. NOTICE OF DUES, FEES, FINES, ASSESSMENTS, AND OTHER FINANCIAL OBLIGATIONS OF MEMBERS. All dues, fees, fines, assessments, or other financial obligations to the Association shall be noticed to the delinquent Association Member in writing setting forth the amount owed and due date.

Section 7. The local dues of REALTOR® Members who are REALTOR® Emeritus (as recognized by the National Association) will be waived beginning the following year they receive the status.

Section 8. Fees and Dues. Application fees and dues as may hereinafter be established shall be deemed to have been paid subject to the provisions of the Bylaws and for membership privileges only.

ARTICLE XI - OFFICERS AND DIRECTORS

Section 1. OFFICERS. The elected officers of the Association shall be a President, a President Elect, Vice President of Administration, Vice President of Legislative Affairs, and Vice President of Communication. They shall be elected for terms of one year. President-elect shall automatically succeed to President after installation the following year.

Section 2. DUTIES OF OFFICERS. 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. It shall be the particular duty of the Vice President of Communication to act as Secretary and keep the records of the Association and to carry on all necessary correspondence with the NATIONAL ASSOCIATION OF REALTORS® and the GEORGIA ASSOCIATION of REALTORS®.

Section 3. BOARD OF DIRECTORS. The governing body of the Association shall be a Board of Directors consisting of elected officers and eleven REALTORS® Members of theAssociation. Eight Directors shall be elected to serve for terms of three years, and three directors shall be elected to serve a one year term, except that at organization, one-third of the elected Directors shall be elected 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. In addition, the immediate past president of the Association and the current MLS President will serve as directors. Any Georgia Association of REALTORS® director elected by the Athens Area Association of REALTORS® Board of Directors shall serve as an Athens Area Association of REALTORS® Board of Director member during the term of the state directorship. Any Athens Area Association of REALTORS® member currently as the Georgia Association of REALTORS® Region V Vice President or a Georgia Association of REALTORS® line officer will serve as an ex-officio member during the term of state service. The Chief Executive Officer will serve as an ex-officio member.

2. No officer or director shall serve for more than two consecutive terms in any one position.

Section 4. GEORGIA ASSOCIATION OF REALTORS® BOARD OF DIRECTORS. The Nominating Committee shall annually select one candidate for each allotted Georgia Association of REALTORS® Board of Directors seat vacated. The Nominating Committee shall conduct this business at a meeting to be held after the Athens Area Association of REALTORS® elections in accordance with the policies and procedures manual and the report shall be made to the Board of Directors at the November meeting. The Association allotted Georgia Association of REALTORS® director seats shall be elected by a majority vote of the Athens Area Association of REALTORS® Board of Directors. The President-Elect shall automatically fill a position.

Section 5. ELECTION OF OFFICERS AND DIRECTORS.

(a) Prior to July 1st, a Nominating Committee of seven REALTOR® Members, who agree not to accept a nomination for an office or directorship within the Athens Area Association of REALTORS® for the upcoming year, shall be appointed by the President with the approval of the Board of Directors. The nominating committee will be chaired by the twice removed president and include two current Board of Director members, one past president, and three members at large. Each member shall hold a two-year staggered term. The Nominating Committee shall select one candidate for each office and one candidate for each place to be filled on the Board of Directors to provide a single slate of Officers and Directors per election cycle. REALTOR® Members wishing to be considered as a candidate may submit a written application form prior to July 1st. These forms will be published in the May and June newsletters. The report of the Nominating Committee shall be made at the August Board of Directors meeting. Additional qualified candidates for the offices to be filled may be placed in nomination from the floor of REALTOR® membership at the September General Membership meeting provided that written notice of intent to be a candidate for a particular office is submitted. Said notice must be received in the Athens Area Association of REALTORS® office within 10 days of the release of the slate .

Candidates must have served as one of the following to qualify to serve on the Board of Directors:

1. Nominees for the Board of Directors three-year terms must have served as chairman of a committee for one year, have served on the MLS Board of Directors, be currently serving as the Women's Council of REALTORS® Athens President-Elect, served as a Georgia Association of REALTORS® Board of Director member, or as Chairman of a Georgia Association of REALTORS® Committee prior to nomination for any office.
2. Nominees for the Board of Directors one-year terms must be a managing broker, broker owner, or a past director of the Athens Area Association of REALTORS®.
3. Nominees for officers must have served on the Athens Area Association of REALTORS® Board of Directors.

3. Nominees for President-Elect must have served as an Officer of the Athens Area Association of REALTORS® Board of Directors or as President of the Classic MLS.
4. All Nominees must have actively participated with the Athens Area Association of REALTORS®, GAR and/or NAR within a three-year period prior to the nomination.

(b) The election of Officers and Directors shall be in accordance with the Policy Manual.

Section 6. 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. In the event the office of President becomes vacant, it shall be filled by the President-elect until the next election.

Section 7. REMOVAL OF OFFICERS AND DIRECTORS. If 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 Association 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 Association unless the President's continued service in office is being considered at the meeting. In such a 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.

Section 8. CHIEF EXECUTIVE OFFICER. The Board of Directors shall be authorized to employ a Chief Executive Officer, who shall be the chief administrative officer of the Association. The Chief Executive Officer shall have the authority to hire, supervise, evaluate and terminate other staff, if any, and shall perform such other duties as prescribed by the Board of Directors and outlined in the policies and procedures manual.

ARTICLE XII - MEETINGS

Section 1. ANNUAL MEETING. The annual meeting of the Association shall be held during fourth quarter of each year, date, place, and hour to be designated by the Board of Directors.

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Section 2. MEETINGS OF DIRECTORS. The Board of Directors shall designate a regular time and place of meetings. Absence from three regular meetings shall be construed as resignation in accordance with the policies and procedures manual. The Board of Directors member shall have the right of appeal to the Directors for reinstatement.

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 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 seven (7) days preceding all meetings, and no more than sixty (60) days before the meeting date. If a special meeting is scheduled, it shall be accompanied by a statement of the purpose of the meeting. Notification of all meetings shall be in writing or by electronic means.

Section 5. QUORUM. A quorum for the transaction of business shall consist of 45% for the purpose of Board of Director meetings. All other committee quorum requirements shall be as outlined in the Policy Manual.

Section 6. ELECTRONIC TRANSACTION OF BUSINESS. To the fullest extent permitted by law, the Board of Directors or membership may conduct business by electronic means.

ARTICLE XIII - COMMITTEES

Section 1. STANDING COMMITTEES. The Standing Committees of the Athens Area Association of REALTORS® are the: Executive and Finance committees. Other committees are identified in the Policies and Procedures. Appointments to the Georgia Association of REALTORS® Professional Standards Committee and Grievance Committee shall be consistent with the cooperative professional standards enforcement agreement of the Association.

Section 2. TASK FORCES, FORUMS AND OTHER COMMITTEES. The President, with approval of the Executive Committee or Board of Directors, may appoint such other task forces, forums and other committees as he or she deems advisable.

Section 3. ORGANIZATION. All committees shall be of such size and shall have duties, and functions, as in accordance with the Policy Manual, except as otherwise provided in these Bylaws.

Section 4. EX-OFFICIO MEMBERS. The President, President Elect, appropriate Vice President and Chief Executive Officer shall be an ex-officio member of all standing committees and/or task forces and shall be notified of their meetings.

Section 5. TERM LIMITS FOR COMMITTEE CHAIRMEN. No committee chairman shall serve for more than two consecutive terms in any one position.

Section 6. ELECTRONIC TRANSACTION OF BUSINESS. To the fullest extent permitted by law, committees and task forces may conduct business by electronic means. .

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ARTICLE XIV - FISCAL AND ELECTIVE YEAR Section 1. The fiscal and elective year of the Association shall be the calendar year.

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 REALTOR® Members present and qualified to vote at any meeting, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting. The Athens Area Association of REALTORS® Board of Directors has the authority to amend these Bylaws as mandated by the National Association of REALTORS® without a vote by the Members.

Section 2. Every member eligible to vote shall be notified at least one (1) week prior to the meeting at which amendments are to be considered.

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 by the Board of Directors of the NATIONAL ASSOCIATION OF REALTORS®.

ARTICLE XVII - DISSOLUTION

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

ARTICLE XVIII - SUBSIDIARY MULTIPLE LISTING CORPORATION

Section 1. AUTHORITY. The Athens Area Association of REALTORS® shall maintain for the use of its Members a Multiple Listing Service, as such term is defined in Section 2 below, which shall be a lawful corporation of the state of GEORGIA, all the stock of which shall be owned by the Athens Area Association of REALTORS®.

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

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

Section 4. SUBSCRIBERS. Subscribers (or users) of the MLS include non-principal brokers, sales associates, and licensed and certified appraisers affiliated with Participants. Subscribers also include affiliated unlicensed administrative and clerical staff, personal assistants, and individuals seeking licensure or certification as real estate appraisers who are under the direct supervision of an MLS Participant or the Participant's licensed designee.

ARTICLE IXX - INDEMNIFICATION

Section 1. A director of this corporation shall not be personally liable to this corporation or its shareholders or members for any monetary damages for breach of duty of care or other duty as a director, except for liability (i) for any appropriation, in violation of his/her duties, of any business opportunity of the corporation; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for types of liability set forth in Georgia Nonprofit Corporation Code Section 14-3-851; or (iv) for any transaction from which the director derived an improper personal benefit. If the Georgia Non-Profit Corporation is amended further eliminating or limiting the personal liability of directors, then the liability of a director of this corporation shall be eliminated or limited to the fullest extent permitted by the Georgia Nonprofit Corporation Code, as so amended. It is the intent of this Article that to the fullest extent permitted by the Georgia Non- Profit Corporation Code as it now exists or is hereafter amended, no director of this corporation shall be personally liable to this corporation or any shareholder or member of this corporation for monetary damages, for breach of duty of care or other duty as a director. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any elimination or limitation of the personal liability of a director of this corporation existing at the time of such repeal or modification.