By-Laws of the HOUSTON ASSOCIATION OF REALTORSBY-LAWS

ARTICLE I—NAME

Section 1. NAME.

The name of this organization shall be the HOUSTON ASSOCIATION OF REALTORS® Inc., hereafter referred
to as the Association.

Section 2. REALTOR®.

Inclusion and retention of the Registered collective Membership Mark Realtors® in the name of the
Association shall be governed by the Constitution and By–Laws of the NATIONAL ASSOCIATION OF REALTORS®
as from time to time amended.

ARTICLE III—JURISDICTION

Section 1. The territorial jurisdiction of the Association as a member Association
of the NATIONAL ASSOCIATION OF REALTORS® shall include the city limits of the City of Houston, Texas,
which embraces the City of Bellaire, West University Place and South Side Place and incorporated
villages in the Memorial Drive-Spring Branch area; plus all areas in Harris County outside the city
limits of the City of Houston which have not been allocated to the North NASA ASSOCIATION OF
REALTORS®, as allocated by the Board of Directors of the National Association; plus;

WESTERN BOUNDARY: Beginning at a point on the north shore of Clear Lake and the east
bank of Middle Bayou, where said Middle Bayou empties into the said Clear Lake following the
meanderings of the east bank of said Middle Bayou northerly and northwesterly to the junction between
Middle Bayou and Willow Springs Gully, following the meanderings of Willow Springs Gully to Red Bluff
Road, thence northwesterly along Red Bluff Road to a line that would be projected southward from
Cunningham Street to the south at a point in Red Bluff Road to Spencer Highway, thence eastwardly to
Underwood Road, on the east side of said Underwood Road, northwardly to the intersection of said
Underwood Road and State Highway 225, thence westerly along the north side of State Highway 225 to its
intersection with State Highway 134, thence along the east side of State Highway 134 northwardly to
its terminus, and the beginning of Battleground Road and along said Battleground Road to the Houston
Ship Channel at Lynchburg Ferry Landing, thence westerly along the east bank of the San Jacinto River
northerly to Highway 90;

NORTHERN BOUNDARY: Northerly along the east bank of the San Jacinto River to Lake
Houston, thence northerly along the east bank of Lake Houston to the east fork of the San Jacinto
River, following the meanderings of the east fork of the San Jacinto River to the north boundary of
Harris County to the Liberty County line and thence southwardly along the Liberty County line to the
point of intersection with Chambers County line, thence due east along the north line of Chambers
County to the west bank of the Trinity River;

EASTERN BOUNDARY: Following the meanderings of the Trinity River on its west bank in
a southerly, southeasterly direction to the point where the Trinity River enters Trinity Bay;

SOUTHERN BOUNDARY: And thence southwesterly and westerly along the shore of Trinity
Bay to Camp Ross Sterling of the YMCA, thence southwesterly along a line projected across Galveston
Bay to Red Bluff, and thence southwesterly along Red Bluff Shore of Galveston Bay to the point where
Clear Lake and Clear Creek empty into Galveston Bay and thence westerly along the north bank and north
shore of clear Lake and Clear Creek to the point of beginning, and including the cities of Baytown,
LaPorte, Highlands, Crosby, Barrett Station, and Seabrook.

Plus; Ft. Bend County, Texas; Montgomery County, Texas, and; the former jurisdiction of the Bay Area
Association of Realtors:

NORTHERN BOUNDARY: Beginning at the Ft. Bend/Brazoria County line where it meets the
Harris County line; thence easterly along the Harris County line meandering along Clear Creek to where
the Brazoria County and Galveston County line intersect; thence continuing to meander along Clear
Creek where it crosses Hwy. 45; then northwesterly along the east line to the Gulf Freeway (I-45) to
the city limits of Houston; skirting the city limits of South Houston, thence following Allendale
Road, being the city limits between Houston and Pasadena, and going easterly along the Allendale Road,
to the intersection of Allen-Genoa Road to the LaPorte Road (Hwy. 225); and then following the
existing city limits of Houston and Pasadena and continuing to the Houston Ship Channel; at that point
going westerly along the Houston Ship Channel to a point west on the west city limits of Galena Park
and Jacinto City, better known as Burns Road; thence northwardly to Oates Road and continuing
northerly to the intersection of Hwy 90, thence easterly along Highway 90 (Old Beaumont Highway) to
the San Jacinto River.

EASTERN BOUNDARY: Thence southward along the meandering of the east bank of the San
Jacinto river to its intersection with the Houston Ship Channel; thence following the meandering of
the Houston Ship Channel along its south bank in an easterly direction to the Battleground Road at
Lynchburg Ferry Landing; thence easterly and southwesterly along the Houston Ship Channel until it
meets Galveston Bay; thence southerly and southwesterly along a line projected across Galveston Bay to
the Galveston Causeway;

SOUTHERN BOUNDARY: Thence meandering along the shoreline of Galveston Bay to
Virginia Point including the communities of Bayou Vista, Omega Bay and Freddiesville to include the
Incorporated area of Hitchcock;

WESTERN BOUNDARY: Thence northwesterly then northwesterly along Highway 2917 passing
through the city of Liverpool to where Highways 2917, 1462 and 521 intersect, and north along the
Brazoria, Fort Bend County line to the place where it intersects with the Harris County line.

Section 2. Territorial jurisdiction is defined to mean:

A. The right and duty to control the use of the terms “REALTOR®” or
“REALTORS®”, subject to the conditions set forth in the 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.

Section 3. Principal Office

The principal office of the Association in the State of Texas shall be located in the City of
Houston, County of Harris.

Section 4. Registered Office

The Association shall have and continuously maintain in the State of Texas a registered office, and a
registered agent whose office is identical with such registered office, as required by the Texas
Non-Profit Corporation Act. The registered office shall be identical with the principal office in the
State of Texas.

ARTICLE V—ELECTION AND QUALIFICATION

Section 1. Application

1. An application for membership shall be made in such a 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 Constitution, 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 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. 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. Qualifications

1.  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 that he or she is actively engaged in the real estate profession, and maintains a current, valid Texas 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 official sanctions involving unprofessional conduct, agrees to complete, within 60 days of making application, a course of instruction covering the Bylaws and Rules and Regulations of the Association, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS® , and shall agree in writing that if elected to membership, he will abide by such Constitution, Bylaws, Rules and Regulations, and Code of Ethics.
2. 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 Association (if a Secondary Member) and maintain a current, valid Texas 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, within 60 days of making application, a course of instruction covering the Bylaws and Rules and Regulations of the Association, the Bylaws of the State Association, and the Constitution and Bylaws and Code of Ethics of the NATIONAL ASSOCIATION OF REALTORS®, and shall agree in writing that if elected to membership they 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, State Association, and the National Association.

Section 3. Election

1. Applicants for REALTOR® membership shall be granted provisional membership immediately upon submission of a completed application form and remittance of applicable association dues and any application fee. Provisional members shall be considered REALTORS® and shall be subject to all of the same privileges and obligations of membership. Provisional membership is granted subject to subsequent review of the application by the Association Staff. If the Board of Directors determines that the individual does not meet all of the qualifications for membership as established in the association’s bylaws, or, if the individual does not satisfy all of the requirements of membership, within 60 days from the association’s receipt of their application, membership may, at the discretion of the Board of Directors, be terminated except as provided for in Section 5 of this Article.
2. Dues shall be computed from the first day of the calendar month of the date of application and granting of provisional membership and shall be non-refundable unless the Association’s Board of Directors terminates the individual’s membership in accordance with subsection (a) above. In such instances, dues shall be returned to the individual less a prorated amount to cover the number of days that the individual received association services and any application fee.
3. The Board of Directors may not terminate any provisional membership except as provided for in Section 5 of this Article, without providing the provisional member with advance notice, an opportunity to appear before the Board of Directors, to call witnesses on its behalf, to be represented by counsel, and to make such statements as it 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. If the Board of Directors determines that provisional membership should be terminated, it shall record its reasons with the Secretary. If the Board of Directors believes that termination of provisional membership may become the basis of litigation and a claim of damage by a provisional member, it may specify that termination shall become effective upon entry in a suit by the Board for a declaratory judgment by a court of competent jurisdiction of a final judgment declaring that the termination violates no rights of the individual.

Section 4. Membership Status

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

Section 5. New Member Code of Ethics Orientation

Applicants for REALTOR® membership shall complete an orientation program on the Code of Ethics of not less than two hours and thirty minutes of instructional time. This requirement does not apply to applicants for REALTOR® membership 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.

Failure to satisfy this requirement within 60 days of the date of application will result in automatic termination of membership.

Section 6. Continuing 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.