Friday, May 4, 2007 Directors Absent · 2015-12-03 · 1997 – Dan Page, CCIM 1998 – Dewey...

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Board of Directors Minutes

CCIM Institute

Indianapolis, IN

Friday, May 4, 2007

Board of Directors Present:

Joseph A. Fisher, CCIM,

2007 President

Tim Hatlestad, CCIM,

2007 President-Elect

Charles A. “Mac”

McClure, CCIM, 2007

First Vice President

Steve Perfit, CCIM, 2007

Treasurer

BK Allen, CCIM

Adrian Arriaga, CCIM

Donald Arsenault, CCIM

Bruce Baker, CCIM

Chris Batten, CCIM

John Beard, CCIM

Bob Behrens, CCIM

David Bickell, CCIM

Roger Broderick, CCIM

Ernest Brown, CCIM

Diann Cowling, CCIM

Dan Cromwell, CCIM

Phil Crane, CCIM

Wayne D’Amico, CCIM

Skip Duemeland, CCIM

Robin R. Dyche, CCIM

Frank Dyer, CCIM

Allen Feltman, CCIM

John Frank, CCIM

Cherie Ganesh, CCIM

Silvia Gangel, CCIM

Larry Goldman, CCIM

Donald Huddleston,

CCIM

Harold Huggins, CCIM

Richard Juge, CCIM

Joel Kahn, CCIM

Mary Dee Karp, CCIM

John Khami, CCIM

Leil Koch, CCIM

Todd Kuhlmann, CCIM

Joe Larkin, CCIM

Pius K. Leung, CCIM

Jay Lucas, CCIM

Paul A. Lynn, CCIM

Carmela Ma, CCIM

Mark Macek, CCIM

Charles A. Mack, CCIM

Russell Malayery, CCIM

Norman Marquardson,

CCIM

Bill Milliken, CCIM

Nick Miner, CCIM

Steve Moreira, CCIM

Cindy Morse, CCIM

Lou Nimkoff, CCIM

Tom Nordstrom, CCIM

Bill Overman, CCIM

Dan Page, CCIM

Duncan Patterson, CCIM

Frederick Petrella, CCIM

Steven R. Price, CCIM

Bill Richert, CCIM

Bob Rosenberg, CCIM

Greg Ruthven, CCIM

Don R. “Randy” Scheidt,

CCIM

Len Shannon, CCIM

Cynthia Shelton, CCIM

Sandy Shindleman,

CCIM

Frank Simpson, CCIM

Betsey Sink, CCIM

Darbin Skeans, CCIM

Byron Smith, CCIM

Barry Spizer, CCIM

Bill Stonaker, CCIM

John Stone, CCIM

Dewey Struble, CCIM

Ralph Varnum, CCIM

Bob Ward, CCIM

Robin Webb, CCIM

Rhonda West, CCIM

Chuck Wise, CCIM

Bill Witting, CCIM

John Mahoney, Attorney

Directors Absent:

Martin Edwards, CCIM

Bob Findling, CCIM

Roger Jain, CCIM

Chattman Johnson, CCIM

(excused)

Ron Myles, CCIM (excused)

Mark Van Ark, CCIM

(excused)

Steven Weinstock, CCIM

(excused)

Guests:

Randy Atkin, CCIM

Casey Babb, CCIM

Steve Baker, CCIM

Keith Bandoni, CCIM

Donald Bartlett, CCIM

John Bartlett, CCIM

Ted Blank, CCIM

Constance D. Boyle, CCIM

Barbara Bushnell, CCIM

Jim Brondino, CCIM

Miriam Campos-Root, CCIM

Rollin Caristianos, CCIM

Kevin Chin, CCIM

Todd Clarke, CCIM

Walt Clements, CCIM

Charles Connely, CCIM

Shawn Conway

Eric Cooper, CCIM

Edward Craine, CCIM

John T. Crone, III, CCIM

John Daniel, CCIM

Todd Davis, CCIM

Robert Di Pietrae, CCIM

Ralph Duarte, CCIM

Donald Eaton, CCIM

Ernie Eden, CCIM

Regina Emberto, CCIM

Earle Engel

Stephen H. Fithian, CCIM

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Chris Florence, CCIM

Mike Foster, CCIM

Jessica Freije, CCIM

Clint Fultz, CCIM

Gerald M. Garvin, CCIM

Donald Gessen, CCIM

David Gilkie, CCIM

Sharon Haines Walhood,

CCIM

Thomas Hankins, CCIM

Skip Hansen, CCIM

Brian Harris, CCIM

Judy Hatfield, CCIM

Scott Hayashi, CCIM

Jacque Haynes, CCIM

Jerry Hall, CCIM

Eric Hildebrand, CCIM

Peter Hunlicker, CCIM

Bruce Hursh, CCIM

Alex Johnson, CCIM

Bruce Johnson, CCIM

Mark Johnson, CCIM

Soozi Jones Walker, CCIM

Susie Kang, CCIM

Tejune Kang, CCIM

Vikki Keyser, CCIM

L.E. Ted Kleinmaier, Jr.,

CCIM

Wayne Kleinstiver, CCIM

Karl Landreneau, CCIM

Eric Layne, CCIM

John Lopez, CCIM

Ryan Lorey, CCIM

Mike Loveland, CCIM

Patricia Lynn, CCIM

Jeffrey N. Mau, CCIM

Susan McClure, CCIM

Mike Merrifield, CCIM

Kurt Meyer, CCIM

Lynn Mitchell, CCIM

Bobbi Miracle, CCIM

Barbara Monahan, CCIM

Scott Morse, CCIM

Katya Naman, CCIM

Paul B. Natalizio, CCIM

Luis A. Nieves, CCIM

Philip Nesrallah, CCIM

Christopher Norwood, CCIM

Edward Nwokedi, CCIM

Tim O’Brien, CCIM

Liz Palmer, CCIM

Shad Phipps, CCIM

Pamela K. Pizel, CCIM

Rebecca Wells, CCIM

John Reed, CCIM

Lawrence Richards, CCIM

Ken Riggs, CCIM

Paul Rosado, CCIM

Ron Ross, CCIM

Eugene Sak, CCIM

David Saldivar, CCIM

Arie Salomon, CCIM

Douglas Smith, CCIM

Pam Spadaro, CCIM

Patricia Tesluk, CCIM

Brant Tidwell, CCIM

Donald Traflet, Jr. CCIM

Jim Tucker, CCIM

David G. Verwer, CCIM

Sherrie Wade, CCIM

Thomas Wallin, CCIM

Chip Watts, CCIM

Lani Jo Weaver, CCIM

Austin Wedemeyer Jr., CCIM

Don Welsh, CCIM

Charles West, CCIM

Charles E. Wiercinski, CCIM

Marcia Will-Clifton, CCIM

David Wilson, CCIM

Staff:

Susan Groeneveld, CCIM,

CAE

Jonathan Salk

Ken Setlak

Jesse Binnall, CPP-T, PRP,

Parliamentarian

Skip Barrie

Edward Bury

Terry Ann Cunningham

Gail Giles

Melissa Hannon

Diann Harris

Matt Hellmuth

Colleen Loeffler

Teresa O’Malley

Steve Rauchenecker

Kathryn Sawyer

Steve Stern

Doug Strickland

Aida Wahmann

CALL TO ORDER

2007 President Joseph A. Fisher, CCIM, called the meeting to order at 12:20 p.m.

CLOSED SESSION

Joseph A. Fisher, CCIM requested starting the Board of Directors Meeting in a Closed Executive Session

with the following Non-Board Members authorized to remain present:

Susan Groeneveld, CCIM, CAE

Jonathan Salk

Steve Stern

Ken Setlak

Colleen Loeffler

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Diann Harris

Jesse Binnall, CPP-T, PRP, Parliamentarian

John Mahoney, Attorney

A MOTION was duly made and seconded to approve the Non-Board Members being present for the

Closed Executive Session. This Motion was PASSED.

The Board of Directors went into Closed Executive Session.

END OF CLOSED EXECUTIVE SESSION

The Board of Directors meeting was reconvened at 2:10 p.m. followed by the Pledge of Allegiance.

PAST PRESIDENTS RECOGNITION

Joseph A. Fisher, CCIM, took a moment to acknowledge CCIM Institute Past Presidents in attendance:

1978 – Robert L. Ward, CCIM

1985 – Ralph Varnum, CCIM

1991 – John M. Stone, CCIM

1994 – John Frank, CCIM

1995 – Jay R. Lucas, CCIM

1996 – B.K. Allen, CCIM

1997 – Dan Page, CCIM

1998 – Dewey Struble, CCIM

1999 – Allen Feltman, CCIM

2000 – Duncan Patterson, CCIM

2001 – Darbin T. Skeans, CCIM

2002 – Cynthia Shelton, CCIM

2003 – Barry Spizer, CCIM

2004 – Robert Behrens, CCIM

2005 – Pius Leung, CCIM

2006 – Steve Price, CCIM

ROLL CALL

Fisher asked for the official roll call for the Board of Directors in attendance.

THANK YOU TO THE 2007 BOARD OF DIRECTORS

Fisher gave special recognition to the 2007 Directors for their commitment to the CCIM Institute and

thanked each of them for all the hard work they do.

MOMENT OF SILENCE:

The following individuals who passed away during the year were acknowledged and honored with a

moment of silence::

Ray Case, CCIM; Jimmy Trask, CCIM; Wally Woodbury CCIM, and Jack Lee, CCIM.

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SPECIAL ANNOUNCEMENTS

The West Coast District of the Florida CCIM Chapter awarded Roger Broderick, CCIM, a named

endowed CCIM Education Foundation Scholarship in recognition of his work with the West Coast

District, the Florida Chapter, and the CCIM Institute.

ELECTIONS

Bill Mohr, CCIM, chair of the Teller’s Committee, explained the election process and announced the

candidates for the 2008 Board of Directors election, the 2008 Executive Committee Election and the 2008

Treasurer-Elect Election.

The following individuals performed the duties of the Teller’s Committee.

o Casey Babb, CCIM

o Alex Johnson, CCIM

o Bob Holland, CCIM

o Staff: Ed Bury, Terry Cunningham, Melissa Hannon, Matt Hellmuth, Teresa O’Malley,

Steve Stern, and Doug Strickland.

For the Board of Directors Election, the following individuals applied and were approved by the

Nominating Committee to be candidates, except as noted parenthetically:

1. David Bickell, CCIM, Indianapolis, IN

2. Craig Blorstad, CCIM, Bloomington, IN

3. Manfred Chemek, CCIM, Houston, TX

4. Todd Clarke, CCIM, Albuquerque, NM

5. Mark Cypert, CCIM, Dallas, TX

6. Wayne D’Amico, CCIM, Essex, CT

7. John Daniel, CCIM, Sanford, NC

8. Skip Duemeland, CCIM, Bismarck, ND

9. Robin Dyche, CCIM, Albuquerque, NM

10. Cynthia Ellison, CCIM, San Antonio, TX

11. Cherie Ganesh, CCIM, Memphis, TN

12. Joe Garrett, CCIM, Dallas, TX (petitioned to be included on the ballot)

13. Thomas Hankins, CCIM, Orlando, FL

14. Judy Hatfield, CCIM, Norman, OK

15. Karl Landreneau, CCIM, Baton Rouge, LA

16. Randal Lee, CCIM, Gardena, CA

17. Michael Loveland, CCIM, Wichita, KS

18. Patricia Lynn, CCIM, San Francisco, CA

19. Russell Malayery, CCIM, Atlanta, GA

20. Susan McClure, CCIM, Dallas, TX

21. Jim Mertz, CCIM, Richardson, TX (petitioned to be included on the ballot)

22. Barbara Monahan, CCIM, Naples, FL

23. Steven Moreira, CCIM, Longwood, FL

24. Molly Mosher-Cates, CCIM, Kailua, HI

25. Edward Nwokedi, CCIM, Houston, TX

26. William Overman, CCIM, Norfolk, VA

27. John Reed, CCIM, Oakhurst, CA

28. Bob Rosenberg, CCIM, Sacramento, CA

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29. David Saldivar, CCIM, Hayward, CA

30. Doug Sawyer, CCIM, Roanoke, VA

31. Randy Scheidt, CCIM, Indianapolis, IN

32. Patricia Tesluk, CCIM, Indianapolis, IN

33. Jay Verro, CCIM, Albany, NY

34. Gerrie Watson, CCIM, Myrtle Beach, SC

35. Charles “Butch” West, CCIM, Austin, TX

36. Rhonda West, CCIM, Austin, TX

37. David Wilson, CCIM, Cedar Falls, IA

For the Executive Committee Elections, the following individuals applied and were approved by the

Nominating Committee to be candidates:

1. Roger Broderick, CCIM, Pinellas Park, FL

2. Joseph Larkin, CCIM, Albany, NY

3. Pius Leung, CCIM, Houston, TXhttp://www.ccim.com/governance/election/h_smith.html

4. Steve Price, CCIM, Colorado Springs, CO

5. Frank Simpson, CCIM, Gainesville, GA

6. Barry Spizer, CCIM, Metairie, LA

Ballots were distributed and collected.

TREASURER-ELECT ELECTION:

Chuck Connely, CCIM of Kansas City, Missouri, applied and was approved by the Nominating

Committee to be a candidate and the Nominating Committee recommended Chuck Connely, CCIM as the

2008 Treasurer-Elect.

By Acclamation, the Board of Directors approved Charles Connely, CCIM as the 2008 Treasurer-Elect.

APPROVAL OF THE AGENDA

Without objection, the Board of Directors accepted the agenda as written.

APPROVAL OF THE MINUTES

A MOTION was duly made and seconded to approve the minutes of the CCIM Institute Board of

Directors meeting of October 19, 2006 in Tampa, Florida. This motion was PASSED.

SUMMARY OF THE EXECUTIVE COMMITTEE ACTIONS

Tim Hatlestad, CCIM, as Vice Chairman of the Executive Committee, reminded the Board of Directors of

the following responsibility listed in the CCIM Bylaws for the Executive Committee:

“The Executive Committee shall have all of the power of the Board of Directors in between the meetings

of the Board of Directors.”

http://www.ccim.com/governance/election/h_smith.html

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Hatlestad read the motions approved on the Board’s behalf at the Executive Committee Off-Cycle

Meeting held in Chicago on February 23, 2007.

A MOTION was duly made and seconded to recommend that the current portfolio of qualifying

experience requirements be amended to include the Comprehensive Case for one activity submitted in the

$40 million dollar volume category. If a candidate submits more than one transaction in this volume

category, the candidate need only submit the activity data form and back up documentation for the

additional transactions. This motion was NOT PASSED.

The Executive Committee had the following comments requested to be included in the minutes:

The Portfolio Graders should be able to go back to the individual directly and ask for more

information if not enough information is supplied.

The Designation Committee should review the submission application form and enhance the form

for those submitting one activity in the $40 million dollar volume category.

It was the understanding of the Chair of the Task Force that most of the individuals submitting one

activity in the $40 million dollar volume category are from outside the US. Since it is the

recommendation of the International Operations Advisory Board to the Designation Committee to

have country-nationals review and approve portfolios, the request for a summary would not be

necessary.

A MOTION was duly made and seconded that those candidates who do not reinstate their membership by

September 30th

must re-apply under the new candidate rules in place at the time. They will not receive

continuous credit for that year. This motion was PASSED.

A MOTION was duly made and seconded that the updated legislative policies of the CCIM Institute be

approved. This motion was PASSED

A MOTION was duly made and seconded that the new legislative policy, entitled Commercial Lien Law

Policy Statement be approved. This motion was PASSED.

A MOTION was duly made and seconded that the new legislative policy, entitled Data Security Policy

Statement be approved. This motion was PASSED.

A MOTION was duly made and seconded that the Management Team be authorized to continue to

negotiate the Lease for the CCIM Institute office space. This motion was PASSED.

CCIM EDUCATION FOUNDATION REPORT

Doug Sawyer, CCIM, 2007 President of the CCIM Institute Education Foundation reported on behalf of

the Education Foundation.

The Education Foundation had the following information items.

Over 75 Chapter 101 Scholarships and 15 University Scholarships were awarded in 2006.

The Susan J. Groeneveld, CCIM, CAE Endowment was established with the ultimate goal of

providing funding for the Jay W. Levine Leadership Development Academy.

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There are 21 Named Endowed Scholarships, 17 of which are fully funded and generating $1,000

annually for Chapters to give scholarship awards.

The Foundation approved funding to provide scholarships for the chapters who receive President’s

Cup recognition.

STDB, INC REPORT

Jay R. Lucas, CCIM, President and CEO of STDB, Inc. reported on behalf of STDB, Inc.

STDB, Inc. had the following information items.

There was a brief summary of 2006 year in review. STDB paid off the $750,000 in existing debt

to the shareholder, they extended a long term agreement with ESRI, and special thanks were given

to key staff members.

There was a brief forecast for 2007. In January, STDB provided CCIM designees with access to

REIWise financial analysis software. They anticipate an increase in users of a limited version of

STDBOnline for non-members of the CCIM Institute, and they plan to accelerate capabilities and

ease of use for the core product STDBOnline for candidates and designees.

TREASURER’S REPORT

As the Treasurer of the CCIM Institute, Steve Perfit, CCIM reported on the current financial state of the

Institute.

The Treasurer had the following information items:

At the end of the first quarter of 2007, Institute operations have resulted in net income before

reserve contribution of $244,781 or $186,372 better than planned.

All revenue categories with the exception of Membership have exceeded their first quarter targets.

Both direct and indirect expenses have posted favorable budget variances thus far this year.

Consolidated operations have generated net income of $267,097.

Institute Consolidated Equity/Reserves at march 31, 2007 amount to $7,009,764 with Net

Available Development Reserves of $3,552,228.

COMMITTEE REPORTS – PRESIDENTIAL LIAISONS

Robin Dyche, CCIM, as Presidential Liaison of the Body of Knowledge Committee, Education

Committee, and the Faculty Sub-Committee, reported the policy recommendations for each committee.

a) Body of Knowledge Committee:

A MOTION was duly made and seconded that Internet access should be incorporated into the venue

specifications for designation education course sites with mandatory compliance for both direct and

licensed delivery at a time when new coursework associated with the curriculum redesign project is ready

to optimize internet connectivity, currently slated for the fourth quarter of 2008. CCIM staff will

communicate with venues to ensure the appropriate internet option is selected. This motion was PASSED.

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b) Education Committee:

1. A MOTION was duly made and seconded (with changes integrated from the Executive

Committee) to approve the 2008 royalty and tuition increase Business Plan.

In summary, on an annual basis, CCIM Institute evaluates its education pricing structure and makes

recommendations as to changes. For 2008, it is recommended that for CCIM Candidate members that

the tuition for core designation courses increase by $75 or 7.4% to $1,090 per course. For

nonmembers, it is recommended that the 2008 tuition for core designation courses increase by $95 or

7.6% to $1,345.

The Institute will retain 40% of the increased tuition amount on licensed delivery courses for 2008,

and course sponsors will retain 60%.

Based on 2,913 direct delivery students budgeted for 2008 and an average increase of $75 per course,

the Institute will receive additional revenue in the amount of $244,692. In addition, the Institute will

receive a royalty fee for each of the 8,160 students budgeted for 2008 to attend a licensed delivery

course, totaling $274,126.

The 2008 budget also projects that licensed delivery course sponsors will receive $411,264 in

additional course registration revenue. This amount includes the licensed sponsors 60% royalty split.

The net result of the Business Plan leaves CCIM Institute with a $518,868 revenue contribution, less

$413,871 in projected expenses, for a total margin of $104,997.

This motion was PASSED.

2. A MOTION was duly made and seconded to approve one hour of elective credit toward the CCIM

designation for all REALTORS® Land Institute (RLI) courses. This motion was PASSED.

c) Faculty Sub Committee

A MOTION was duly made and seconded:

To approve status change from Workshop Leader to Junior in CI 101 for the following

instructors: Baron McMillan, CCIM and Michael Tseng, CCIM.

To approve status change from Junior to Senior in CI 101 for the following instructors:

Barbara Bushnell, CCIM and Bill Mohr, CCIM.

To approve status change from Junior to Senior in CI 102 for the following instructor:

Mark Van Ark, CCIM.

To approve status change from Junior to Senior in CI 104 for the following instructor:

Richard Juge, CCIM.

To certify Michael Tseng, CCIM as CI Intro Instructor in Taiwan (which is an exception to

policy).

To approve Wayne Rice, CCIM and Jeff Lyon, CCIM for Senior Emeritus status.

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A MOTION was duly made and seconded that the Institute’s policy provide that all International

courses have two instructors (one Senior U.S or Canadian instructor and one International

instructor),and that instructors be paid by the Institute’s pay scale plus a per diem and business

class travel. (This item only voted on by non-faculty members). This motion was PASSED by the

Faculty Committee but REFERRED to the International Operations Advisory Board by the

Executive Committee.

A Motion was duly made and seconded by the Executive Committee to allocate up to $35,000

to provide the economic aid for the international sponsors to offer courses under the guidance of

the International Advisory Board in 2007. This motion was PASSED.

Adrian Arriaga, CCIM, as Presidential Liaison of the Cultural Diversity Advisory Board, Designation

Committee, International Activities Committee, and the Professional Standards Committee, reported the

policy recommendations for each committee.

a) Cultural Diversity Advisory Board

There were no policy recommendations. Information Items only.

b) Designation Committee

A MOTION was duly made and seconded:

1 To approve the 36 new CCIM’s awarded the designation on April 16, 2007 in Taipei,

Taiwan.

2 To approve the 272 exam candidates on Thursday, May 3, 2007 and the retake on Friday

May 4, 2007 contingent on those candidates passing the comprehensive exam. This motion

was PASSED

A MOTION was duly made and seconded to approve the following CCIMs for Life Membership

status: Verdon E. “Don” Alexander, CCIM Tampa, FL, Richard J. Katz, CCIM, Boca Raton, FL,

and W. Michael McCulley, CCIM, Chester, CT. This motion was PASSED.

c) International Activities Committee


d) Professional Standards Committee

1. A MOTION was duly made and seconded to require the successful completion of the new CCIM

online ethics course as a mandatory requirement of the designation process for all candidates prior

to sitting for the comprehensive examination. This requirement will include all US candidates

applying for the designation effective January 1, 2008 and international candidates at such time

as appropriate. This motion was PASSED.

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A MOTION was duly made and seconded by the Executive Committee to refer to the Professional

Standards Committee the requirement to draft a new business plan for translation of the CCIM Online

Ethics Course for international members. This motion was PASSED.

2. A MOTION was duly made and seconded to recommend that NAR approve the CCIM online

ethics course for CCIM designees to fulfill the NAR quadrennial ethics requirement. This motion

was PASSED.

3. A MOTION was duly made and seconded to recommend that the Executive Committee refer the

Conflict of Interest Questionnaire back to legal counsel for review of the questions as presented

with concern that there is a potential for subjectivity in the responses. This motion was PASSED.

Roger Broderick, CCIM, as Presidential Liaison of the Member Services Committee, Legislative Affairs

Sub-Committee, Chapter Activities Sub-Committee, Regional Activities Sub-Committee and the Partners

Advisory Board reported the policy recommendations for each committee

a) Member Services Committee.

A MOTION was duly made and seconded to design and print a new brochure that will be made available

to Designees and focus on the value of the CCIM Designee and caliber of those who have earned the

designation. In summary, this business plan has an expense of $15,000. This motion was PASSED.

A MOTION was duly made and seconded to conduct a usability study of www.ccim.com prior to

launching a redesign of the site later this (2007) year. In summary, this business plan has an expense of

$50,000. This motion was PASSED.

b) Legislative Affairs Sub-Committee

A MOTION was duly made and seconded to recommend supporting positive incentives for energy

conservation activities through energy tax credits and voluntary programs like Energy Star and EPA’s

Green Lights. This motion was PASSED.

c) Chapter Activities Sub-Committee

A MOTION was duly made and seconded to approve the Chapter Officer training Business Plan. In

summary, the plan adds one additional day to Chapter Officer training and includes audio/visual recording

of the training. This motion was PASSED.

d) Regional Activities Sub-Committee


e) Partners Advisory Board

http://www.ccim.com/

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STRATEGIC PLANNING COMMITTEE

Charles A. “Mac” McClure, CCIM as Chairman of the Strategic Planning Committee reported on behalf

the Strategic Planning Committee.

A MOTION was duly made and seconded to approve an updated business plan for $112,534 for a

“Forward Thinking Structural Review.” In summary, the business plan recommends that this engagement

be split between BoardSource doing the governance portion and RSM McGladrey doing the remainder of

the review with the Management Team authorized to make final arrangements with the two best

companies in the event the two recommended companies do not work out, not exceeding the amount of

$112,534. The plan was amended to allow the CCIM Education Foundation to review the business plan to

see if the structural review fits into its mission statement for potential participation in the funding. The

motion was PASSED.

Strategic Planning had the following information items.

1. Reviewed performance measures and data sets for CCIM chapters.

2. Work groups discussed the next three priorities for the committee including:

Member Services Group/New Markets

Strategic Alliance Group/Higher Education/Business Intelligence/Catylist/Education

Foundation

Governance Group/Communication (oversight committee of the Structural Review)

NOMINATING COMMITTEE

Steve Price, CCIM as Chairman of the Nominating Committee reported for the Nominating Committee.

Nominating Committee had the following information items.

1. The Nominating Committee approved the ballots for the Board of Directors and Executive Committee

Election.

2. The Nominating Committee convened a Tellers Committee, chaired by Bill Mohr, CCIM.

3. There was a discussion on the electronic elections. The committee will interview third party vendors to

research using electronic elections in the future.

4. The committee discussed at length the Board of Directors Election Process and who is eligible for

voting: those present at meetings or all CCIM designees. In addition, the committee created a list of ideas

to enhance communication about the candidates.

5. A Nominating Committee task force recommended that the qualification of “business meetings” be

defined as:

Attendance to any Board of Directors Meeting; AND/OR

Attendance to any Institute Committee Meeting.

It was the task force’s view that understanding the governance structure and how Institute business is

passed through the line committees was valuable in meeting the criteria.

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Meetings or Events that would NOT qualify:

Partners Networking Events;

Other Institute Networking Events, such as Regional Events, Trade Shows, Speaker Conferences;

Education Seminars or Courses.

The task force said that these events did not meet the criteria as designed and/or could help a candidate

have a better understanding of how the Institute is governed.

BUDGET COMMITTEE

Steve Perfit, CCIM, reported for the Budget Committee.

A MOTION was duly made and seconded to approve the amemded budget including the following

approved New Business Plans:

Expanded 2007 Chapter Officer Training Program - $45,670

CCIM.com Usability Research - $50,000

CCIM Designee Promotion Brochure - $15,000

Forward Thinking Structural Review - $112,534

FY 2008 Tuition and Royalty Increase $518,818 (total revenue from $244,692 for the direct

delivery and $274,126 for a royalty fee.)


Budget Committee had the following information items to report.

1. Progress on budget expense increases, New Business Plans and Capital Budgeting guidelines are

moving forward and will be available in time for FY 2008 Budget preparation needs.

2. A task force of three past presidents, Barry Spizer, CCIM, Robert Behrens, CCIM and Steve Price,

CCIM was formed to review proposed spending limits and variance analysis guidelines.

AUDIT COMMITTEE REPORT

Craig Blorstad, CCIM, as Chairman of the Audit Committee reported on behalf of the Audit Committee.

He explained that the Audit Committee had the following information items to report.

1. The FY 2006 Audit is finished. There were no audit adjustments made to the yearend FY 2006

financial statements.

2. Progress continues on the Risk Assessment Study and TIMSS Review. Both are being performed by

BrookWiener, LLC.

EXECUTIVE COMMITTEE

Tim S. Hatlestad, CCIM as Vice-Chairman of the Executive Committee reported on behalf of the


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A MOTION was duly made and seconded to allocate up to $35,000 to provide the economic aid for the

international sponsors to offer courses under the guidance of the International Operations Advisory Board

in 2007. This motion was PASSED.

Executive Committee had the following informational items to report.

1. The Executive Committee reviewed all reports from the CCIM line committees.

2. The Executive Committee tabled a motion to approve the Audio Recording Policy for further review by

legal counsel and report back to the committee.

3. The Executive Committee referred the Ethical Conduct in Interstate Transactions Report from the

Professional Standards Committee to the Legislative Affairs Sub-Committee.

4. The Executive Committee referred to the Professional Standards Committee the requirement to draft a

business plan for translation of the CCIM Online Ethics Course for international members.

5. The Executive Committee received the Grievance Committee Report.

BYLAWS CHANGES

Hatlestad presented the CCIM Bylaws Changes. He explained that after the 30 day notice was given

before this business meeting, several Directors made suggestions to amend, and scriveners’ errors were

corrected.

A MOTION was duly made and seconded to accept the following amendments to the Bylaws Changes:

ARTICLE III

MEMBERS

SECTION 1. CLASSES OF MEMBERSHIP The Institute shall have seven eight classes of members:

2. Since the Executive Committee positions available each year for election are four two-year terms, the

following additional change is requested (Reference Page 14 of 20):

ARTICLE VIII

COMMITTEES

SECTION 2: Nominating Committee

Note: ALL NEW TEXT

2.4 NOMINATIONS FOR EXECUTIVE COMMITTEE: The Nominating Committee shall post

the names of at least eight four nominees from among the Board of Directors for two-year terms to the

Executive Committee, and such others as may be necessary to fill any vacancies, at least one week prior

to ballots being sent to Directors. Each nominee must be an Active or Life member in good standing.

Names in addition to those nominated by the Nominating Committee may be placed in nomination by

petition, provided, however, that no nomination may be made by the Nominating Committee nor will be

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accepted by petition unless that person has previously submitted to the Nominating Committee for

consideration a completed application no more than forty-five (45) days after the close of the prior Board

of Directors Meeting, unless this provision is temporarily suspended by a 2/3 vote of the Board of

Directors. Any nomination by petition for the office of Executive Committee member must be

accompanied by a written endorsement signed by at least three members of the Board of Directors. No

Director shall endorse more than one nominee's written candidacy for any office.

3. After Review by the NAR Counsel, it was brought to the Institute’s attention that petitioning for the

office of First Vice President, the Executive Committee and for the Board of Directors would be difficult

since all require the candidates’ names to be posted a week prior to the ballots being sent to the Directors.

In order to adjust this error, the following sentence would be added to

ARTICLE VIII

COMMITTEES

SECTION 2: Nominating Committee

Subsections: 2.2, 2.4, 2.5 (Reference pp. 13/14 of 20)

Nominations by petition must be submitted to the Chicago Headquarters office at least two weeks

prior to ballots being sent to the voting members.

The motion was passed.

A MOTION was made to approve all of the CCIM Bylaws Changes (See attached document.) This

motion was PASSED.

OTHER BUSINESS:

SUCCESS SERIES CONFERENCE, SAN ANTONIO

Rhonda West, CCIM, gave a report about the CCIM 2007 Annual Business Meetings, October 16-18,

2007, in San Antonio, Texas and Success Series Joint Conference with IREM, October 19-20, 2007.

EXECUTIVE STAFF CHANGES

Fisher announced that Susan Groeneveld, CCIM, CAE, will be retiring as Executive Vice President of the

CCIM Institute effective 12/31/2007. Jonathan Salk has been recommended by the Management Team

and Executive Committee to be her replacement for a one year contract starting 1/1/2008.

By acclamation, the Board of Directors approved the appointment of Jonathan Salk as Executive Vice

President of the CCIM Institute for a one year contract starting 1/1/2008.

By vocal acclamation, the Board of Directors thanked Groeneveld for her 20 years of service to the CCIM

Institute.

ELECTION RESULTS:

Mohr announced the results of the CCIM Board of Directors election for sixteen positions.

Board of Directors.

of 38

Karl Landreneau, CCIM, Baton Rouge, LA 135 votes 1

Charles “Butch” West, CCIM, Austin, TX 131 votes 2

Rhonda West, CCIM, Austin, TX 121 votes 3

Susan McClure, CCIM, Dallas, TX 113 votes 4

Bob Rosenberg, CCIM, Sacramento, CA 107 votes 5

Wayne D'Amico, CCIM, Essex, CT 99 votes 6

Jay Verro, CCIM, Albany, NY 95 votes 7

John Daniel, CCIM, Sanford, NC 94 votes 8

Skip Duemeland, CCIM, Bismarck, ND 87 votes 9

Edward Nwokedi, CCIM, Houston, TX 85 votes 10

David Bickell, CCIM, Indianapolis, IN 82 votes 11

David Wilson, CCIM, Cedar Falls, IA 81 votes 12

Cherie Ganesh, CCIM, Memphis, TN 80 votes 13

Randal Lee, CCIM, Gardena, CA 80 votes 14

Cynthia Ellison, CCIM, San Antonio, TX 79 votes 15

Patricia Lynn, CCIM, San Francisco, CA 78 votes 16

Robin Dyche, CCIM, Albuquerque, NM 76 votes 17

Randy Scheidt, CCIM, Indianapolis, IN 76 votes 18

Gerrie Watson, CCIM, Myrtle Beach, SC 76 votes 19

Doug Sawyer, CCIM, Roanoke, VA 74 votes 20

Judy Hatfield, CCIM, Norman, OK 72 votes 21

Patricia Tesluk, CCIM, Indianapolis, IN 68 votes 22

David Saldivar, CCIM, Hayward, CA 66 votes 23

Steven Moreira, CCIM, Longwood, FL 60 votes 24

Joe Garrett, CCIM, Dallas, TX 59 votes 25

Jim Mertz, CCIM, Richardson, TX 55 votes 26

William Overman, CCIM, Norfolk, VA 50 votes 27

Todd Clarke, CCIM, Albuquerque, NM 46 votes 28

Barbara Monahan, CCIM, Naples, FL 45 votes 29

Craig Blorstad, CCIM, Bloomington, IN 44 votes 30

Mark Cypert, CCIM, Dallas, TX 41 votes 31

Thomas Hankins, CCIM, Orlando, FL 40 votes 32

Manfred Chemek, CCIM, Houston, TX 38 votes 33

Michael Loveland, CCIM, Wichita, KS 34 votes 34

Molly Mosher-Cates, CCIM, Kailua, HI 31 votes 35

John Reed, CCIM, Oakhurst, CA 31 votes 36

Russell Malayery, CCIM, Atlanta, GA 19 votes 37

Final Results for the Board of Directors sixteen positions:

Karl Landreneau, CCIM, Baton Rouge, LA

Charles “Butch” West, CCIM, Austin, TX

Rhonda West, CCIM, Austin, TX

Susan McClure, CCIM, Dallas, TX

Bob Rosenberg, CCIM, Sacramento, CA

Wayne D'Amico, CCIM, Essex, CT

Jay Verro, CCIM, Albany, NY

John Daniel, CCIM, Sanford, NC

Skip Duemeland, CCIM, Bismarck, ND

Edward Nwokedi, CCIM, Houston, TX

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David Bickell, CCIM, Indianapolis, IN

David Wilson, CCIM, Cedar Falls, IA

Cherie Ganesh, CCIM, Memphis, TN

Randal Lee, CCIM, Gardena, CA

Cynthia Ellison, CCIM, San Antonio, TX

Patricia Lynn, CCIM, San Francisco, CA

Executive Committee

Mohr announced the results of the Executive Committee Election for four positions:

Roger Broderick, CCIM, Pinellas Park, FL: 54 votes

Frank Simpson, CCIM, Gainesville, GA: 48 votes

Steve Price, CCIM, Colorado Springs, CO: 38 votes

Pius Leung, CCIM, Houston, TX: 33 votes

Barry Spizer, CCIM, Metairie, LA: 33 votes

Joseph Larkin, CCIM, Albany, NY: 29 votes

Roger Broderick, CCIM; Frank Simpson, CCIM and Steve Price, CCIM were elected to two-year terms

on the Executive Committee. Because there was a tie for the fourth open position, a run-off election took

place with the remaining three candidates on the ballot.

Results of the Executive Committee Run-off Election:

Barry Spizer, CCIM, Metairie, LA: 30 votes

Pius Leung, CCIM, Houston, TX: 29 votes

Joseph Larkin, CCIM, Albany, NY: 14 votes

Barry Spizer, CCIM was elected to serve the remaining two-year member-at-large term for the 2008


Final Results for Executive Committee

Roger Broderick, CCIM, Pinellas Park, FL

Frank Simpson, CCIM, Gainesville, GA

Steve Price, CCIM, Colorado Springs, CO

Barry Spizer, CCIM, Metairie, LA

ADJOURNMENT

There being was no other business; Fisher adjourned the Board of Directors meeting at 4:15 p.m.

RED LINE VERSION

06/23/2006 revised 4/17/2007

Version 14

BYLAWS

CCIM INSTITUTE

OF

THE NATIONAL ASSOCIATION OF REALTORS

ARTICLE I

NAME, OFFICES AND AFFILIATION

SECTION 1. NAME

The name of the organization shall be the CCIM Institute of the NATIONAL ASSOCIATION

OF REALTORS ("Institute").

SECTION 2. OFFICES

The Institute shall maintain a registered office in the State of Illinois and a registered agent at

such office. The Institute may have other offices within or without the state as determined by the

Board of Directors.

SECTION 3. AFFILIATION

The Institute shall be affiliated as an Institute of the NATIONAL ASSOCIATION OF

REALTORS , and as such subject to the rights and responsibilities of an affiliate of the

NATIONAL ASSOCIATION OF REALTORS . The Institute adopts the Code of Ethics of the

NATIONAL ASSOCIATION OF REALTORS , which shall be enforced in accordance with the

procedures set forth in the CCIM Institute Professional Standards Policy & Procedures Manual,

as adopted by the Board of Directors of CCIM Institute and as amended from time to time.

ARTICLE II

PURPOSES AND OBJECTIVES

SECTION 1. PURPOSE

The purpose of the Institute, as an affiliate of the NATIONAL ASSOCIATION OF

REALTORS , shall be as set forth in the Articles of Incorporation of the Institute.

SECTION 2. OBJECTIVES

The objectives of the Institute shall be to:

2.1 Enhance the professional competence of those engaged in the commercial-

investment real estate specialty through development, promotion, and

administration of educational courses, seminars, and publications.

2.1.1 To assimilate information, techniques and procedures relating to commercial-

investment real estate, and to share such information, techniques and procedures

through the Institute's programs, products and services.

2.1.2 To recruit train and administer faculty and others necessary to carry out the

educational program.

2.1.3 To establish criteria for awarding the designations of the Institute and criteria for

admission to candidacy.

2.2 Promulgate and enforce the highest standards of practice within its specialty.

2.3 Direct the operation and administration by volunteer membership and staff

necessary to carry out the Institute's objectives, including budget, product and

service development, region and chapter administration and member services.

2.4 Consistent with its status as an organization exempt from federal income taxes

pursuant to Section 501(c)(6) of the Internal Revenue Code of 1986, as amended,

establish positions on issues related to commercial-investment real estate and

represent these to government and the public through the NATIONAL

ASSOCIATION OF REALTORS , consistent with the Constitution and Bylaws

of the NATIONAL ASSOCIATION OF REALTORS , which shall have sole

responsibility to administer, coordinate, report on and deal with both legislative

and executive branches of agencies of federal, state, and local governments. The

Institute shall be permitted to engage in such activities with respect to issues in

which the NATIONAL ASSOCIATION OF REALTORS is not involved or is

inactive so long as no positions are taken which conflict with positions of the

National Association and provided further that all such activities undertaken by

the Institute shall have the prior approval of the NATIONAL ASSOCIATION OF

REALTORS .

ARTICLE III

MEMBERS

SECTION 1. CLASSES OF MEMBERSHIP The Institute shall have eight classes of members:

1.1 Active

1.2 Life

1.3 Candidates

1.4 Professional Assistant

1.5 Associate

1.6 NAR Associate Member

1.7 Organizational Affiliate Member

1.8 International Member

SECTION 2. ACTIVE Active membership may be granted by the majority vote of the Board of Directors to an

individual who:

2.1 Holds, in accordance with the regulation adopted by the Board of Directors, some

form of membership in a member board of the NATIONAL ASSOCIATION OF

REALTORS , or, if no such form of membership is available to the individual, an

Institute affiliate membership in the NATIONAL ASSOCIATION OF

REALTORS ;

2.2 Subscribes to the Institute Bylaws, NATIONAL ASSOCIATION OF

REALTORS Constitution and Bylaws and the regulations and policies of the

Institute; and

2.3 Meets other such requirements as may be established by the Board of Directors

and which are not inconsistent with these Bylaws.

SECTION 3. LIFE

Life membership may be granted by the Board of Directors to those Active members who meet

such requirements as may be established by the Board of Directors and which are not

inconsistent with these Bylaws.

SECTION 4. CANDIDATES

Candidates for the CCIM designation shall be non-voting members of the Institute subject to

such requirements as may be established by the Board of Directors and which are not

inconsistent with these Bylaws.

4.1 Individuals may be granted Candidate status for Active membership upon written

application and the determination and as directed by and in accordance with such

procedures as may be adopted by the Board of Directors.

SECTION 5. PROFESSIONAL ASSISTANT MEMBER

Professional Assistant membership may be granted by the Institute’s Executive Vice President to

an individual employed by a CCIM designee or candidate. Professional Assistants shall not have

the right to vote, to hold office in the Institute or to hold the designation and are subject to such

requirements as may be established by the Board of Directors and which are not inconsistent

with these Bylaws.

SECTION 6. ASSOCIATE MEMBER

Associate membership may be granted by the Institute’s Executive Vice President to an

individual who is not an Active member or a Candidate, but has an interest in or is active in the

commercial investment real estate industry. Associates shall not have the right to vote, to hold

office in the Institute or to hold the designation and are subject to such requirements as may be

established by the Board of Directors and which are not inconsistent with these Bylaws.

SECTION 7. NAR ASSOCIATE MEMBER

NAR Associate membership may be granted by the Institute’s Executive Vice President to a

member of the National Association of REALTORS® and is not an Active member of the

Institute or a Candidate. NAR Associates shall not have the right to vote, to hold office in the

Institute or to hold the designation and are subject to such requirements as may be established by

the Board of Directors and which are not inconsistent with these Bylaws.

SECTION 8. ORGANIZATIONAL AFFILIATE MEMBER

Organizational Affiliate membership may be granted by the Institute’s Executive Vice President

to an individual who belongs to an organization that has affiliated with the CCIM Institute and is

not an Active member or Candidate. Organizational Affiliates shall not have the right to vote, to

hold office in the Institute or to hold the designation and are subject to such requirements as may

be established by the Board of Directors and which are not inconsistent with these Bylaws.

SECTION 9: INTERNATIONAL MEMBER

An international member is defined as an active or candidate member who has

continuously resided outside the United States for at least the nine months immediately

prior to international membership application.

9.1 Active International Member: An International Active Member shall meet

the active membership requirements specified in these bylaws and be granted

active status by the Board of Directors. Active International Members shall

have the right to vote and to hold office in the Institute, subject to the

provisions of these bylaws.

9.2 Candidate International Member: A Candidate International Member shall

meet the candidate membership requirements and follow the candidate

membership application procedures specified in these bylaws. A Candidate

International Member shall be a non-voting member of the Institute.

SECTION 10. NON-MEMBER STATUS

From time to time the Board of Directors, consistent with these Bylaws and the policies,

procedures and regulations of the Institute may establish various categories of Non-member

status for participation in Institute activities and programs. Such Non-members shall have such

rights and responsibilities as may be established in accordance with regulations established by

the Board of Directors of the Institute; except that individuals holding Non-member status shall

not have the right to vote, to hold office in the Institute or to hold the designation.

SECTION 11. RIGHTS AND RESPONSIBILITIES OF MEMBERS

Members of the Institute shall have such rights and responsibilities as may be approved from

time to time by the Board of Directors. Use of the designation shall only be in compliance with

such regulations as may be adopted by the Board of Directors of the Institute.

SECTION 12. DURATION OF MEMBERSHIP OR STATUS AND RESIGNATION

Membership or status in the Institute may terminate by voluntary withdrawal or otherwise in

accordance with these Bylaws and regulations as may be adopted by the Board of Directors. All

rights, privileges, and interests of a member or individual holding Non-member status in or to the

Institute, including use of designations or other recognition, shall cease upon the termination of

membership or such status. Upon notice of such intention to withdraw to the Executive Vice

President, any member or individual holding a Non-member status may withdraw from

membership or such status. Withdrawals shall be effective only upon fulfillment of all financial

obligations to the last day of the current fiscal year.

SECTION 13. SUSPENSION AND EXPULSION

12.1 FOR CAUSE: Any membership or status may be suspended or terminated for

cause. Sufficient cause for suspension or termination of membership or status

shall be a violation of the Bylaws, regulations or any lawful rule or practice duly

adopted by the Institute or any other conduct prejudicial to the best interests of the

Institute or as provided in Section 8.2 of these Bylaws. Upon the decision of the

Professional Standards Committee or, if that decision should be appealed, the

completion of the appeal process before the Executive Committee, suspension or

expulsion shall become effective in accordance with regulations adopted by the

Board of Directors. In addition, other forms of discipline other than suspension or

expulsion may be applied in accordance with regulations as may be established by

the Board of Directors.

12 .2 CRIMINAL AND OTHER UNLAWFUL ACTIVITY: Upon the presentation

of sufficient evidence to the Professional Standards Committee, any member shall

be subject to disciplinary action if:

12.2.1 S/he has been convicted of a felony or other crime or misdemeanor involving

moral turpitude; or

12.2.2 S/he is declared by a court of competent jurisdiction or a state regulatory agency

to have committed any fraud or felony or pleaded nolo contend ere; or

12.2.3 S/he is declared by any court of jurisdiction to be mentally incompetent.

12.3 The Professional Standards Committee shall have sole authority to determine

whether sufficient evidence or cause has been presented to it, and to establish such

other procedures as may be necessary.

12.4 Upon termination or suspension of membership pursuant to this clause or for

any other reason provided for in these Bylaws, the terminated or suspended

member shall lose all rights to the use of the designation CCIM and shall

forthwith cease using that designation.

SECTION 13. REINSTATEMENT

Reinstatement to membership or Non-member status shall be in accordance with such

regulations as the Board of Directors may adopt from time to time.

ARTICLE IV

FEES, DUES, AND ASSESSMENTS

SECTION 1. ESTABLISHMENT OF FEES, DUES AND ASSESSMENTS

The annual fees, dues, and assessments for each member and fees and assessments of those

holding Non-member status and others and time for payment of such shall be determined by the

Board of Directors. Any imposition of special assessments or change in annual fees or dues shall

require a two-thirds vote of those Directors present at the meeting at which there is a quorum.

SECTION 2. NONPAYMENT

Members and those holding Non-member status who fail to pay their fees, dues, and assessments

within 60 days from the time they become due shall be notified, and, if payment is not made

within the next succeeding 30 days, shall, without further notice, be dropped from the rolls and

thereupon forfeit all rights and privileges of membership or Non-member status; provided that

the Board of Directors may by regulation prescribe procedures for extending the time for

payment of fees, dues, and assessments and continuation of membership or Non-member status

privileges upon written request of a member or individual holding Non-member status and for

good cause shown.

ARTICLE V

CONFLICT OF INTEREST

SECTION 1. DEFINITION

A conflict of interest may exist when a volunteer(s), employee(s) or independent contractor of

the Institute participates in deliberation and resolution of an issue important to the Institute while

the individual(s), at the same time, has other professional, business, or volunteer responsibilities

outside (or inside) the Institute that could predispose or bias the individual(s) regarding the issue.

This includes, but is not limited to, transactions/compensation between CCIM Institute and

volunteers or their immediate family, either directly or indirectly.

SECTION 2. REQUIREMENT

All volunteers (members of the Board of Directors, committee chairs/members, regional officers,

chapter leaders, CCIM instructors, task force members, and elected leaders), employees and

independent contractors must submit a signed Institute Conflict of Interest Disclosure.

Volunteers, employees and independent contractors who fail to agree and adhere to the terms and

conditions of the Institute's Conflict of Interest Policy and Standards of Conduct for Volunteers

and Employees shall not be eligible to serve in the foregoing positions.

ARTICLE VI

Board of Directors

SECTION 1. NUMBER, TENURE AND QUALIFICATIONS

The Board of Directors shall consist of the President, President-Elect, First Vice President,

Treasurer, Treasurer-Elect, forty-eight (48) Active and Life members who will be known as

Directors, Presidential Liaisons as ex-officio non-voting members, all Regional Vice Presidents

during their terms of office and all past presidents of the Institute, and any representatives of

foreign organizations appointed or designated to serve on the Board of Directors pursuant to an

agreement between CCIM Institute and such organization, in the manner and to the extent

provided in such agreement. In the event a Regional Vice President is unable to attend a meeting

of the Board of Directors, that Region's First Vice President shall be empowered to attend and to

vote on his/her behalf. All past presidents shall have life tenure on the Board of Directors

provided they continue to hold membership in good standing in the Institute (and is consistent

with Article VI; Section 12 of these Bylaws). No Director may be elected for more than two

consecutive three-year terms; any service on the Board as a Regional Vice President or other

appointed position shall not be counted as a part of a three-year election as a Director.

SECTION 2. DUTIES

Approve the annual Institute budget and any mid-year budget revisions as presented from the

CCIM Institute Budget Committee; establish governing policies of the Institute; approve member

programs, products, and services; approve the education and designation requirements for

candidates and designees; set tuition fees; and to recognize members for outstanding service.

SECTION 3. ELECTION OF DIRECTORS

Active and Life members shall elect each year sixteen Directors to serve three-year terms to

succeed those whose terms expire. The election of Directors shall be held at the annual meeting

of the membership in conjunction with the meeting of the Board of Directors. The election shall

be by written secret ballot if there is a contest and shall be governed by such regulations as the

Board of Directors may adopt. All Active and Life members in good standing shall be eligible to

vote. Each such member shall be entitled to one vote for each position open for election. The

sixteen nominees receiving the highest number of votes shall be elected. In the event of a tie, a

new ballot shall be held for those tied.

SECTION 4. MEETINGS

There shall be at least two meetings of the Board of Directors each year. Such meetings shall be

at the call of the Institute's President or as otherwise provided in these Bylaws.

SECTION 5. OTHER REGULAR MEETINGS

The Board of Directors may provide by resolution the time and place of the holding of additional

regular meetings of the Board of Directors without notice other than such resolution.

SECTION 6. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President or the Executive

Committee.

SECTION 7. NOTICE The notice or waiver of notice of any meeting of the Board of Directors need not specify the

business to be transacted at or the purpose of such meeting unless specifically required by law or

these Bylaws. Notice of any special meeting of the Board of Directors shall be given at least 14

and not more than 45 days in advance by written notice to each member of the Board of

Directors.

SECTION 8. QUORUM

At all meetings of the Board of Directors 26 members of the Board of Directors shall constitute a

quorum for the transaction of business. If less than a quorum of the members of the Board of

Directors is present, a majority of the members of the Board of Directors present may adjourn

the meeting to another time without further notice. Once a quorum is established, withdrawal of

any members of the Board of Directors from any meeting shall not cause failure of a duly

constituted quorum at that meeting.

SECTION 9. MANNER OF ACTION

The act of a majority of the Board of Directors members present at a meeting at which a quorum

is present shall be the act of the Board of Directors, unless the act of a greater number is required

by law, the Articles of Incorporation or these Bylaws.

SECTION 10. ACTION WITHOUT MEETING

The Board of Directors may take any action which it could take at a meeting of members of the

Board of Directors without a meeting if consent in writing, setting forth the action so taken, is

signed by all the members of the Board of Directors entitled to vote on the matter.

SECTION 11. ATTENDANCE BY COMMUNICATIONS EQUIPMENT

Members of the Board of Directors may participate in any meeting through the use of a

conference telephone or other communications equipment by means of which all persons

participating in the meeting can communicate with each other. Such participation in a meeting

shall constitute presence in person at the meeting.

SECTION 12. RESIGNATION OR REMOVAL

Any member of the Board of Directors may resign at any time by giving written notice to the

Executive Vice President. Such resignation shall take effect at the time specified, or, if no time

is specified, at the time of acceptance as determined by the President or the Board of Directors.

Any member of the Board of Directors may be removed by a 2/3 vote of the Board of Directors

at a regular or special meeting of the Board of Directors. Any member of the Board of Directors

who fails to attend three consecutive meetings shall be deemed to have resigned except that the

Board of Directors may retain such member if it deems the absences were with good cause

shown.

SECTION 13. VACANCIES

Any vacancy occurring in the Board of Directors for any reason or any position to be filled by

reason of an increase in the number of the members of the Board of Directors shall be filled in

the same manner in which the position was originally filled in accordance with these Bylaws and

as may be provided for by the Board of Directors. A member of the Board of Directors

elected or appointed to fill a vacancy shall serve for the unexpired term of the predecessor or

until a successor is duly selected and qualified.

SECTION 14. COMPENSATION Members of the Board of Directors shall not receive any compensation for their services as

members of the Board of Directors, but by resolution of the Board of Directors, members of the

Board of Directors may be reimbursed for expenses incurred in attending any regular or special

meeting of the Board of Directors. A member of the Board of Directors may serve the Institute

in any other capacity for reasonable compensation.

ARTICLE VII

OFFICERS

SECTION 1. OFFICERS

The officers of the Institute shall be the President, President-Elect, First Vice President,

Executive Vice President, a Treasurer, a Treasurer-Elect, a Corporate Treasurer and a

Corporate Secretary and such other appointed or elected officers as may be determined in

accordance with such regulations as may be adopted by the Board of Directors.

SECTION 2. PRESIDENT

Subject to the direction and control of the Board of Directors, the President shall be responsible

for the business and affairs of the Institute; the President shall serve as Chairman of the

Executive Committee and the Board of Directors; and shall see that the resolutions and directives

of the Board of Directors are carried into effect. The President shall serve as an ex-officio

member of all Institute committees; and shall discharge all duties incident to the office of

president and such other duties as may be prescribed by the Board of Directors.

SECTION 3. PRESIDENT-ELECT

The President-Elect shall assist the President in the discharge of the President's duties as the

President may direct and shall perform such other duties as from time to time may be assigned

by the President or by the Board of Directors. In the absence of or the President's inability or

refusal to act, the President-Elect shall perform the duties of the President and when so acting

shall have all of the powers of and be subject to all of the restrictions upon the President. The

President-Elect shall serve as an ex-officio member of all Institute Committees. The President-

Elect shall also serve ex-officio on the Board of Directors and the Executive Committee of the

Institute. The President-Elect shall automatically succeed to the office of the President.

SECTION 4. FIRST VICE PRESIDENT

The First Vice President shall be elected annually by the Board of Directors. Ballots shall

be sent to all Directors in a manner provided for by the Nominating Committee. Each

Director shall be entitled to one vote for First Vice President. The election shall be held

using a voting system which shall be approved by the Nominating Committee. The First

Vice President shall assist the President and the President-Elect in the discharge of their duties as

the President or President-Elect may direct and shall perform such other duties as from time to

time may be assigned by the President or by the Board of Directors. In the absence of, or the

inability or the refusal of, the President-Elect to act, or in the event the President-Elect succeeds

to the office of President because of the President's absence or inability or refusal to serve, the

First Vice President shall perform the duties of the President-Elect and when so acting shall have

all the powers of and be subject to all of the restrictions upon the President-Elect. The First Vice

President shall serve as an ex-officio member of all Institute Committees. The First Vice

President shall also serve as ex-officio on the Board of Directors and the Executive Committee

of the Institute. The First Vice President shall automatically succeed to the office of President-

Elect.

SECTION 5. TREASURER

The Treasurer shall provide semi-annual financial reports to the Board of Directors and shall

perform those duties and responsibilities as assigned by the President, Board of Directors, or

the Executive Committee. The Treasurer shall serve ex-officio as Chairman of the Budget

Committee. The Treasurer shall also serve ex-officio on the Board of Directors, the

Executive Committee, and the Management Team of the Institute. The Treasurer shall

automatically succeed to the office of the Immediate Past Treasurer.

SECTION 6. TREASURER-ELECT

The Treasurer-Elect shall be elected annually by the Board of Directors. Ballots shall be

sent to all Directors in a manner provided for by the Board of Directors. Each Director

shall be entitled to one vote for Treasurer-Elect. The election shall be held using a voting

system which shall be approved by the Nominating Committee. The Treasurer-Elect shall

assist the Treasurer in the discharge of the Treasurer's duties as the Treasurer may direct

and shall perform such other duties as from time to time may be assigned by the Treasurer

or by the Board of Directors. In the absence of or the Treasurer's inability or refusal to act,

the Treasurer-Elect shall perform the duties of the Treasurer and when so acting shall have

all of the powers of and be subject to all of the restrictions upon the Treasurer. The

Treasurer-Elect shall serve ex officio as Vice Chairman of the Budget Committee. The

Treasurer-Elect shall also serve ex officio,non-voting as a member of the Board of

Directors.

SECTION 7. CORPORATE TREASURER

In addition to the Treasurer, there shall be a Corporate Treasurer who shall be the Treasurer of

the NATIONAL ASSOCIATION OF REALTORS . The Corporate Treasurer shall perform the

ministerial responsibilities customarily assigned to the office of Treasurer and shall carry out

those duties and responsibilities in accordance with these Bylaws and as directed by the


SECTION 8. CORPORATE SECRETARY

There shall be a Corporate Secretary who shall be the Institute’s Executive Vice President and

who shall perform the ministerial responsibilities customarily assigned to the office of Secretary

by the laws of the State of Illinois and shall perform such responsibilities in accordance with

these Bylaws and as directed by the Executive Committee.

SECTION 9. PRESIDENTIAL LIAISONS

The President shall, with the approval of the Board of Directors, appoint Presidential Liaisons to

serve one-year terms to coordinate programs and policies as directed and required by the Board

of Directors.

SECTION 10. TERM OF OFFICE

The term of each officer shall begin the day following the official close of the Fall/Winter

Meetings of the Institute and end the last day of the following year's Fall/Winter Meetings of the

Institute.

SECTION 11. EXECUTIVE VICE PRESIDENT

There shall be an Executive Vice President, appointed and employed by the Board of Directors,

who shall be the Chief Executive Officer of the Institute, subject to the direction of the

President. Subject to overall personnel policy and budget limitations, the Executive Vice

President is responsible for the hiring of key management personnel and oversees the hiring of

support personnel, maintenance of salary administration procedures, and has ultimate

responsibility and authority with respect to promotions and terminations.

SECTION 12. OTHER OFFICERS

The Board of Directors may establish and appoint such other officers as may be necessary or

appropriate.

SECTION 13. REMOVAL

Any officer elected or appointed by the Board of Directors may be removed by a 2/3 vote of the

Board of Directors at a regular or special meeting of the Board of Directors whenever in its

judgment the best interests of the Institute would be served. Such removal shall be without

prejudice to the contract rights, if any, of the person so removed.


A vacancy in the office of President shall be filled for the unexpired term and the succeeding

term by the President-Elect. A vacancy in the office of President-Elect shall be filled for the

unexpired term by the First Vice President. A vacancy in the office of Treasurer shall be filled

for the unexpired term and the succeeding term by the Treasurer-Elect. A vacancy in the

office of First Vice President and Treasurer-Elect shall be filled by the Board of Directors

for the unexpired term.

ARTICLE VIII

COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

1.1 COMPOSITION: The Executive Committee shall consist of the President,

President-Elect, First Vice President, Treasurer, Immediate Past President, eight

members elected by the Board of Directors from among its membership for

staggered two-year terms and the Presidential Liaisons as ex officio, non-voting

members. The Executive Vice President and the Institute representative to the

NATIONAL ASSOCIATION OF REALTORS Executive Committee shall serve

ex officio, without vote, as members of the Executive Committee.

1.2 DUTIES: Except as to actions specifically stated in these Bylaws or by law to

require approval of or to be taken by the Board of Directors, the Executive

Committee shall have all of the power of the Board of Directors between

meetings of the Board of Directors. If the Board of Directors has adopted a

policy, procedure or regulation or issued instructions with reference to any matter,

the actions of the Executive Committee shall be in conformity with such policy,

procedure, regulation or instructions. The Executive Committee shall report its

actions as appropriate to the Board of Directors.

1.3 MEETINGS: The Executive Committee shall meet upon the call of the President

or any five Executive Committee members, stating the time and place of the

meeting. A majority of the then members of the Executive Committee shall

constitute a quorum.

1.4 ELECTIONS: The Board of Directors shall elect each year from among its

membership four Directors to serve on the Executive Committee for two

years or until their successors are elected. The election of the Executive

Committee shall be held prior to the annual meeting of the membership.

Ballots shall be sent to all Directors in a manner provided for by the

Nominating Committee. Each Director shall be entitled to one vote for each

position open for election. The election shall be held using a voting system

which shall be approved by the Nominating Committee. If all open positions

are unable to be filled because of a tie a new ballot shall be held for those

tied.

1.5 VACANCIES: Any vacancy occurring among the Executive Committee

members elected from among the Board of Directors shall be filled in the

same manner in which the position was originally filled in accordance with

these Bylaws and as may be provided for by the Board of Directors. Such

member of the Executive Committee elected to fill such a vacancy shall serve

for the unexpired term of the predecessor or until a successor is duly elected

and qualified.

SECTION 2. NOMINATING COMMITTEE

2.1 COMPOSITION: The Nominating Committee shall consist of the Immediate

Past President of the Institute, who shall serve as Chairman of the Committee, the

Past President of the Institute once removed, who shall serve as Vice Chairman of

the Committee, the President-Elect of the Institute, the First Vice President and

six Active or Life members appointed by Executive Committee. A member of the

Nominating Committee shall resign from the Nominating Committee when

running for an elected office.

2.2 NOMINATIONS FOR FIRST VICE PRESIDENT: The Nominating

Committee shall post the name of at least one nominee for the office of First Vice

President for the coming year at least one week prior to ballots being sent to

Directors. Each nominee for First Vice President must be an Active or Life

member in good standing. Names in addition to those nominated by the

Nominating Committee may be placed in nomination by petition for the First

Vice President at such meeting, provided, however, that no nomination will be

accepted by petition unless that person has previously been submitted by an

Active or Life member to the Nominating Committee for consideration.

Applications for the office of First Vice President must be received in the Chicago

Headquarters Office on or before January 4 of the year in which the election is to

occur. Consistent with the procedures above, any nomination by petition for the

office of First Vice President must be endorsed by at least ten members of the

Board of Directors; no Director shall endorse more than one nominee's written

candidacy for any office. Nominations by petition must be submitted to the

Chicago Headquarters office at least two weeks prior to ballots being sent to

the voting members.

2.3. NOMINATIONS FOR TREASURER-ELECT. The Nominating Committee

shall post the name of at least one nominee for the office of Treasurer-Elect for

the coming year at least one week prior to ballots being sent to Directors. Each

nominee for Treasurer-Elect must be an Active or Life member in good standing.

Names in addition to those nominated by the Nominating Committee may be

placed in nomination by petition for the Treasurer-Elect, provided, however, that

no nomination will be accepted by petition unless that person has previously been

submitted by an Active or Life member to the Nominating Committee for

consideration. Applications for the office of Treasurer-Elect must be received in

the Chicago Headquarters Office on or before January 4 of the year in which the

election is to occur, unless this provision is temporarily suspended by a 2/3 vote

of the Board of Directors. Consistent with the procedures above, any nomination

by petition for the office of Treasurer-Elect must be endorsed by at least ten

members of the Board of Directors; no Director shall endorse more than one

nominee's written candidacy for any office.

2.4 NOMINATIONS FOR EXECUTIVE COMMITTEE: The Nominating

Committee shall post the names of at least four nominees from among the

Board of Directors for two-year terms to the Executive Committee, and such

others as may be necessary to fill any vacancies, at least one week prior to

ballots being sent to Directors. Each nominee must be an Active or Life

member in good standing. Names in addition to those nominated by the

Nominating Committee may be placed in nomination by petition, provided,

however, that no nomination may be made by the Nominating Committee

nor will be accepted by petition unless that person has previously submitted

to the Nominating Committee for consideration a completed application no

more than forty-five (45) days after the close of the prior Board of Directors

Meeting, unless this provision is temporarily suspended by a 2/3 vote of the

Board of Directors. Any nomination by petition for the office of Executive

Committee member must be accompanied by a written endorsement signed

by at least three members of the Board of Directors no Director shall endorse

more than one nominee's written candidacy for any office. Nominations by

petition must be submitted to the Chicago Headquarters office at least two

weeks prior to ballots being sent to the voting members.

2.5 NOMINATIONS FOR BOARD OF DIRECTORS: The Nominating

Committee shall post the names of at least sixteen nominees for three-year terms

to the Board of Directors and such others necessary to fill any vacancies at least

one week prior to ballots being sent to the voting members. Each nominee for

Director must be an Active or Life member in good standing. Names in addition

to those nominated by the Nominating Committee may be placed in nomination

by petition for the office of Director at such meeting, provided, however, that no

nomination may be made by the Nominating Committee nor will be accepted by

petition unless that person has previously submitted to the Nominating

Committee for consideration a completed application no more than forty-five

(45) days after the close of the prior Board of Directors Meeting. Any nomination

by petition for the office of Director must be accompanied by a written

endorsement signed by at least ten Active or Life members; no Active or Life

member shall endorse more than one nominee's written candidacy. Nominations

by petition must be submitted to the Chicago Headquarters office at least two

weeks prior to ballots being sent to the voting members.

2.6 DUTIES: The Nominating Committee is the guardian of the election and

appointive process. The committee shall develop candidate qualification criteria;

identify, recruit and interview qualified candidates from amongst the membership

for elective and appointive office; propose a slate of candidate(s) for each elective

governance position; approve election processes, procedures and controls; and

administer the election process in accordance with the Bylaws.

2.7 MEETINGS: The Nominating Committee shall act in accordance with such

regulations as may be established by the Board of Directors of the Institute. The

Nominating Committee shall report as appropriate to the Board of Directors.

SECTION 3. MANAGEMENT TEAM

3.1 COMPOSITION: There shall be a committee entitled The Management Team,

which shall consist of the President, President-Elect, First Vice President,

Treasurer, and the Executive Vice President.

3.2 DUTIES: Except as to actions specifically stated in these Bylaws or by law to

require approval of or to be taken by the Board of Directors or by the Executive

Committee, the Management Team shall have the authority to make operational

decisions for the Institute between meetings of the Executive Committee. This

authority shall be limited to operational decisions or capital expenditures that

create financial obligations or liabilities not in excess of $25,000; anything above

that amount would require a poll of the Executive Committee for approval. The

Management Team shall report its actions as appropriate to the Executive

Committee. If the Board of Directors has adopted a policy, procedure or

regulation or issued instructions with reference to any matter, the actions of the

Management Team shall be in conformity with such policy, procedure, regulation

or instructions.

3.3 MEETINGS: The Management Team shall meet upon the call of the President,

stating the time and place of the meeting. A majority of the then members of the

Management Team shall constitute a quorum.

SECTION 4. BUDGET COMMITTEE

4.1 COMPOSITION: The Budget Committee shall consist of a Treasurer/Chairman,

Treasurer-Elect/Vice Chairman, Immediate Past Treasurer, the Presidential

Liaisons as ex officio non-voting members; a representative from the Society of

Fellows (optional) and four at-large members serving staggered two-year terms.

4.2 DUTIES: To review, debate, and approve the Institute’s annual administrative

budget and operating plans in accordance with the Institute’s reserve policy.

4.3 MEETINGS: The Budget Committee shall meet upon the call of the

Treasurer/Chairman, stating the time and place of the meeting. A majority of the

members of the Budget Committee shall constitute a quorum.

SECTION 5. PROFESSIONAL STANDARDS COMMITTEE

There shall be a Professional Standards Committee, comprised of Active or Life members

appointed by the President. This committee shall be responsible for developing Professional

Standards policies and procedures applicable to members of the Institute; and for adjudicating

and imposing prescribed sanctions regarding complaints between and among Institute members,

and between Institute members and others relating to violations of membership duties, ethics and

arbitration disputes that are referred to it.

SECTION 6. OTHER COMMITTEES; COMMITTEE APPOINTMENTS

In addition to the standing committees provided for in these Bylaws, the Board of Directors may,

from time to time, establish such additional committees, as it shall deem necessary or

appropriate. The President shall appoint the chairs and other members of each standing and all

other committees unless otherwise provided in these Bylaws or directed by the Board of

Directors. All Committees shall report as directed by the Board of Directors.

SECTION 7. MEETINGS

Unless otherwise provided in the resolution establishing a committee, such committee may, by

majority vote, fix the time and place of its meetings, specify what notice of meetings, if any,

shall be given, and fix rules of procedure consistent with these Bylaws or with regulations

adopted by the Board of Directors.

SECTION 8. TERM OF OFFICE

Each member of a committee shall continue as such until a successor is appointed, unless the

committee is terminated sooner, or unless such member is removed from the committee, resigns,

dies, or ceases to qualify as a member.


Vacancies in the membership of any committee may be filled by appointments made in the same

manner as provided in the case of the original appointments.

SECTION 10. QUORUM

A quorum for committee meetings shall be those present and entitled to vote at the time the vote

is taken.

SECTION 11. ACTION WITHOUT MEETING

Any action which may be taken at a meeting of a committee may be taken without a meeting if

consent in writing, setting forth the action so taken, is signed by all of the members of the

committee entitled to vote on the matter.

SECTION 12. ATTENDANCE BY COMMUNICATIONS EQUIPMENT

Members of a committee may participate in any meeting through the use of a conference

telephone or other communications equipment by means of which all persons participating in the

meeting can communicate with each other, provided prior approval for funding such a meeting

has been obtained from the Executive Committee. Such participation shall constitute presence in

person at the meeting.

ARTICLE IX

CHAPTERS AND REGIONS

SECTION 1. CHAPTERS

In accordance with regulations as may be adopted by the Board of Directors, the Board of

Directors may charter groups of members of the Institute to be Chapters of the Institute upon

application of voting members who are within a contiguous geographic area. Such Chapters

shall have rights, privileges, and responsibilities as may be determined by the Board of Directors.

The Board of Directors shall have the right to revoke charters in accordance with such

regulations as may be adopted by the Board of Directors.

SECTION 2. REGIONS

Regions may be established or eliminated by the Board of Directors. Chapters shall be placed in

Regions by the Board of Directors and the affairs and activities of each Region shall be

conducted and directed in accordance with regulations adopted by the Board of Directors. Each

region shall be chaired by a regional vice president who shall also be a member of the Board of

Directors and who shall be selected in accordance with regulations adopted by the Board of

Directors.

ARTICLE X

MEMBERSHIP MEETINGS

SECTION 1. ANNUAL

The annual meeting of the members of the Institute shall be held at the Institute's Mid-Year

Meetings. Written notice of such meeting shall be sent to voting members at least fourteen (14)

but not more than forty-five (45) days in advance of the date of the meeting with a statement of

the time and place for the meeting. At the annual meeting, the members of the Board of

Directors shall be elected in accordance with these bylaws and such regulations as may be

established by the Board of Directors.

SECTION 2. SPECIAL

Special meetings of the members may be called by the President or the Executive Committee or

shall be called by the President upon the written request of at least 10% of the membership.

Written notice of any special meeting shall be mailed or electronically communicated to voting

members at least fourteen (14), but not more than forty-five (45), days in advance of the date of

the meeting with a statement of time and place and information as to the subject or subjects to be

considered.

SECTION 3. OPEN MEETINGS OF MEMBERS Institute membership meetings shall be open to members of the NATIONAL ASSOCIATION

OF REALTORS , in the same manner as they are open to members of the Institute, provided,

however, that only Institute Active and Life members shall be entitled to the privilege of the

floor or to participate in the discussion or to vote on such matters which are appropriate for vote

by such members.

SECTION 4. QUORUM

A quorum for membership meetings shall be those present and entitled to vote at the time the

vote is taken.

ARTICLE XI

OTHER ENTITIES

The Board of Directors, from time to time, upon a favorable two-thirds vote of those members of

the Board of Directors present and voting at the meeting at which there is a quorum, may create

or dissolve such other entities, corporations or foundations, as it deems necessary or appropriate

to carry out the purposes and mission of the Institute.

ARTICLE XII

GENERAL PROVISIONS

SECTION 1. CONTRACTS

The Board of Directors may authorize any officer or agents of the Institute to enter into any

contract or execute and deliver any instrument in the name of and on behalf of the Institute and

such authority may be general or confined to specific instances. All contracts longer than one

year or in excess of $25,000 per year must be approved by the Board of Directors or the

Executive Committee between meetings.

SECTION 2. FISCAL YEAR The fiscal year of the Institute shall be determined by the Board of Directors.

SECTION 3. SEAL

The corporate seal of the Institute shall be as described by the Institute and shall be inscribed

with the name of the Institute and the words "Corporate Seal" and "Illinois".

SECTION 4. USE OF FUNDS

The Institute shall use its funds only to accomplish the objectives and purposes specified in these

Bylaws, and no part of its funds shall inure, or be distributed, to the members of the Institute.

SECTION 5. DISSOLUTION OR OTHER CORPORATE CHANGE

5.1 The Institute may dissolve or undertake any other form of corporate change

including but not limited to merger or consolidation only in accordance with

policies, procedures or regulations as may be adopted by the Board of Directors of

the NATIONAL ASSOCIATION OF REALTORS , and then only upon such

terms and conditions as the Board of Directors of the Institute may allow.

5.2 Upon the dissolution of the corporation, the Board of Directors of the Institute

shall, after paying or making provision for the payment of all the liabilities of the

corporation, distribute any remaining funds to the NATIONAL ASSOCIATION

OF REALTORS , provided it is exempt from the payment of federal income

taxes under any subsection of Section 501(c) of the Internal Revenue Code of

1986, as amended (or any corresponding provision of any future United States

Internal Revenue law), and if not, then to any one or more regularly organized and

qualified professional societies, trade association, or charitable, educational,

scientific, or philanthropic organizations exempt from the payment of federal

income taxes under any subsection of Section 501(c) of the Internal Revenue

Code of 1986 as the Board of Directors of the Institute shall determine.

SECTION 6. PROCEDURE

All meetings of the Institute and committees shall be governed by parliamentary law as set forth

in the most recent edition of Robert's Rules of Order when not inconsistent with law or these

Bylaws.

SECTION 7. INDEMNIFICATION

The Institute shall have the power and authority to indemnify and hold harmless to the full extent

permitted by law any person who is or was a Director, officer, employee or agent of the Institute

or who is or was serving at the request of the Institute as a director, governor, Director, officer,

employee, or agent of another corporation, partnership, joint venture, trust or other enterprise. In

addition, the Institute may purchase and maintain insurance on behalf of any person who is or

was a Director, officer, employee or agent of the Institute or who is or was serving at the request

of the Institute as a director, governor, Director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise, against any liability asserted

against such person and incurred in any such capacity, or arising out of such person's status as

such, regardless of whether the Institute would have the power to indemnify against such

liability.

SECTION 8. BONDING

Any person entrusted with the handling of funds or payments of the Institute, at the discretion of

the Board of Directors, shall obtain and maintain a fidelity bond at the cost of the Institute.

SECTION 9. LIMITATIONS AS TO NATIONAL ASSOCIATION OF REALTORS

The Institute shall not commit the NATIONAL ASSOCIATION OF REALTORS to any

expenditures or commitments of the Institute unless such expenditures or commitments shall first

have been approved by the Board of Directors of the NATIONAL ASSOCIATION OF

REALTORS .

SECTION 10. INSTITUTE, OTHER ENTITIES AND CHAPTER LIABILITIES

The Institute shall not assume any liability for any expenditures or any commitments of any

other entities or chapters, unless such expenditures or commitments shall first have been

approved by the Institute's Board of Directors.

SECTION 11. APPROVAL BY THE NATIONAL ASSOCIATION OF REALTORS®

Except as to those matters set forth and interpreted in accordance with Article XX of the Constitution of

the NATIONAL ASSOCIATION OF REALTORS , any action of this Institute shall be subject to the

approval of the NATIONAL ASSOCIATION OF REALTORS .

SECTION 12. MARKS

All current or future trademarks, service marks, membership marks, certification marks, trade names and

logos, (collectively known as "Marks"), whether or not registered with any government, which are used

by or developed for the Institute or the Institute's members and which includes a designation offered by

the Institute or a meaningful portion of a designation or is confusingly similar to any of the foregoing as

determined by the NATIONAL ASSOCIATION shall be owned by the NATIONAL ASSOCIATION OF

REALTORS . The NATIONAL ASSOCIATION OF REALTORS shall grant to the Institute a royalty

free license to use the Marks and to authorize the Institute's members to use the Marks.

In any jurisdiction outside of the United States which limits the registration of marks identifying members

of an organization (membership mark) to that organization, the Institute may register the membership

mark used to identify Institute members in the Institute’s own name provided that the NATIONAL

ASSOCIATION and the Institute shall have entered into an agreement providing the NATIONAL

ASSOCIATION with a non-cancelable option, including an attempt by the Institute to transfer the

membership mark or in the event of the dissolution of disaffiliation of the Institute or other similar event

as may be enumerated in the agreement between the NATIONAL ASSOCIATION and the Institute.

ARTICLE XIII

AMENDMENTS

These Bylaws may be amended only by the Board of Directors by a two-thirds favorable vote of its

members at any meeting at which a quorum is present, provided at least 30 days' notice in advance shall

have been given to all members of the Board of Directors of the intention to amend, together with a

written copy of the substance of the proposed amendment or amendments and provided further that such

amendment or amendments shall be approved by the Board of Directors of the NATIONAL

ASSOCIATION OF REALTORS before they become effective.

Friday, May 4, 2007 Directors Absent · 2015-12-03 · 1997 – Dan Page, CCIM 1998 – Dewey...

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