ARTICLE XI - OFFICERS AND DIRECTORS

Section 11.1 Officers. The elected Officers of the Association shall be: a Chairman, a Chairman Elect, Secretary/Treasurer, Immediate Past Chair. The Chairman, Chairman Elect and Secretary/Treasurer may not serve more than two one-year terms as Chairman. The Immediate Past Chairman shall be elected for a term of one year.

Section 11.2 Duties of Officers. The duties of the Officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them by the Board of Directors.

Section 11.3 Board of Directors. The governing body of the Association shall be a Board of Directors consisting of a total of 12 Directors. Ten (10), including the elected Officers, shall be REALTOR® Members of the Association elected by the membership, one (1) shall be an Affiliate Member of the Association elected by the membership, and one (1) shall be an appointed Director selected by the Board of Directors. This appointed Director may be a REALTOR® Member of the Association, an Affiliate Member of the Association, or a non-REALTOR® Director from the general public, chosen because of their expertise pertaining to matters relating to the real estate industry. Directors shall be elected to serve for terms of two years, or for lesser terms as may be necessary. As many Directors shall be elected or appointed each year as are required to fill vacancies. Terms for the Officers and Directors are limited to three two-year terms.

Section 11.4 Election of Officers and Directors.

(a) On or before January 1, 2004, each of the two merging corporations, Delaware Valley REALTORS® Association and Chester County Association of REALTORS® will each appoint six (6) Directors (the “Initial Board”), for a total of twelve (12) Directors. Each corporation is responsible for determining how their six (6) Directors will be selected. The individual Directors on the Initial Board will serve staggered terms to be determined by lot with six (6) Directors serving a one (1) year term and six (6) Directors serving a two (2) year term. The Initial Board will appoint the Officers of the corporation who will serve for the period of January 1, 2004 until December 31, 2004. This subsection will become null and void and will have no further legal consequences as of January 1, 2005.

(b) At least two (2) months before the annual election, a Leadership Recruitment & Development Committee of six (6) REALTOR® Members shall be appointed by the Chairman with input from the Board of Directors. The committee’s composition shall be: Chairman Elect, two Board of Directors, and the remaining three committee members shall be members-at-large. The Leadership Recruitment & Development Committee shall select a candidate for each REALTOR® vacancy on the Board of Directors plus an additional four candidates. The report of the Leadership Recruitment & Development Committee shall be reported to each Member eligible to vote at least six (6) weeks preceding the election. Additional candidates for the Directorships to be filed may be placed in nomination by petition signed by at least five (5) % of the REALTOR® Members eligible to vote. The petition shall be filed with the Chief Executive Officer at least four (4) weeks before the election, whereupon the Association staff shall prepare and mail the ballots to all Members eligible to vote.

(c) The election of Directors shall take place at the annual meeting. Election shall be by ballot and all votes may be cast in person on the day of election, by mail, brought to the Association offices, or by electronic means. All ballots must be received by the Association office prior to the day of the election. Votes by proxy shall be permitted. Members who wish to vote by proxy may defer some or all of their votes to the Nominating Committee for casting. The Nominating Committee shall divide the total number of proxy votes equally among themselves and cast their votes accordingly. Any proxy votes remaining after each Nominating Committee member has received an equal share, the balance of the votes shall be voted by the Chairman. At no time shall the Chairman receive more than 5 additional votes.

(d) The Board of Directors, shall appoint an Election Committee of six (6) REALTOR® Members to conduct the election. In case of a tie vote, the issue shall be determined by lot.

(e) The Board of Directors for the next elective year shall elect the Chairman Elect and the Secretary/Treasurer. The office of Chairman is an uncontested office and shall be assumed by the Chairman Elect of the current elective year. The Chairman's term as a Director shall automatically be extended for one year. The Immediate Past Chairman’s term is automatically extended as a Director for one year following his term as Chairman.

Section 11.5 Vacancies. Vacancies among the Officers and the Board of Directors shall be filled by a simple majority vote of the Board of Directors for the unexpired term.

Section 11.6 Removal of Officers and Directors. In the event that an Officer or Director is deemed to be incapable of fulfilling the duties for which elected, but will not resign from office voluntarily, the Officer or Director may be removed from office under the following procedure:

(a) Removal of an Officer or Director shall be moved and carried by not less than two-thirds majority of the Board of Directors.

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

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

Section 11.7 Chief Staff Executive. There shall be a Chief Staff Executive, appointed by the Board of Directors, who shall be the chief administrative officer of the Board. The Chief Staff Executive shall have the authority to hire, supervise, evaluate and terminate other staff and shall perform such other duties as prescribed by the Board of Directors.

ARTICLE XII-- MEETING

Section 12.1 Annual Meetings. The annual meeting of the Association shall be held each year, the date, place, and hour to be designated by the Board of Directors.

ARTICLE XIII - INDEMNIFICATION

Section 13.1 General Rule. A Director, Officer or representative of the Corporation shall not be personally liable for monetary damages for any action taken or failure to take any action, except to the extent that exemption from liability from monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect. The provisions of this Article are intended to exempt the Directors, Officers and representatives of the Association from liability for monetary damages to the maximum extend permitted under the Nonprofit Corporation law of 1988 (15 Pa. C.S.A. 5741 et seq.) or under any other law now or hereafter in effect.

Section 13.2 Modification or Repeal. The provisions of this Article may be modified or repealed in accordance with the procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the liability of a Director, Officer or representative relating to any action taken, any failure to take any action, or events which occurred prior to the effective date of such modification or repeal.

Section 13.3 General Rule. Subject to the provisions of Section 13.4 below, the Corporation shall, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his heirs, executors and administrators) who was or is a party, witness or other participant, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation, actions by or in the right of the Corporation), by reason of the fact that he is or was a Director, Officer or representative of the Association, or is or was serving at the request of the Corporation as a Director,

Officer or representative of another corporation, partnership, joint venture, trust or other enterprise, and may, to the fullest extent permitted under the law of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his heirs, executors and administrators) who was or is a party, witness or other participant, or is threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation, actions by or in the name of the Corporation), by reason of the fact that he is or was an employee or agent of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

Section 13.4 Standard of Conduct. Indemnification shall be provided under this Section only if it is determined that: (a) the person seeking indemnification acted in good faith in a manner he reasonably believed to be in or not opposed to the best interests of the Association, and (b) the act or failure to act giving rise to the claim for indemnification does not constitute willful misconduct or recklessness and, with respect to any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

Section 13.5 Procedure. Indemnification (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct set forth in this Article. All such determinations shall be made by the Board of Directors.

Section 13.6 Advance Payment of Expenses. Subject to such terms, conditions and limitations, if any, as the Board of Directors may in its discretion determine to appropriate, the Corporation shall (in the case of a Director or Officer) and may (in the case of a representative, employee or agent) advance all reasonable expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) reasonably incurred in connection with the defense of or other response to any action, suit or proceeding referred to in this Article upon receipt of an undertaking by or on behalf of the person seeking the advance to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that he is not entitled to be indemnified by the Association under the provisions of this Article. Notwithstanding the provisions of the preceding sentence, the Association shall not be required to make any advance payment of expenses (or to make any further advance if one or more advances shall have been previously made) in the event that a determination is made by the Board of Directors that the making of an advance or further advance would be inappropriate in the circumstances because there is reason to believe that the person seeking the advance did not meet the applicable standard of conduct set forth in Section 13.4 above.

Section 13.7 Successor Rights of Indemnification. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, Officer, representative, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person for acts committed during term of office, representation or employment.

Section 13.8 Insurance. The Corporation shall have the authority to create a fund or purchase insurance of any nature, which may, but need not be, under the control of an independent trustee, or otherwise secure or insure in any manner any indemnification obligations undertaken by the Association. The authority granted by this Article shall be exercised by the Board of Directors of the Corporation.

Section 13.9 Effective Date. The indemnification provisions of this Article shall apply to any actual or alleged breach of performance of duty, failure or performance of duty, action, or inaction of any person who is indemnified hereunder occurring on or after January 1, 2004.

ARTICLE XIV - RULES OF ORDER

Section 14.1 Roberts’ Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Association, its Board of Directors, and committees, in all instances wherein its provisions do not conflict with these Bylaws.

ARTICLE XV - AMENDMENTS  

Section 15.1 These bylaws may be amended by the majority vote at a meeting of the Members, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting, except that the Board of Directors may, at any regular or special meeting of the Board of Directors at which a quorum is present, approve amendments to the Bylaws which are mandated by NAR policy, and notice of such amendments shall be given to the Membership within thirty (30) days. Votes on amendments may be cast in person on the day of the meeting, or by mail, or brought to the Association offices, or by electronic means prior to the day of the meeting. Votes by proxy will not be permitted.

Section 15.2 Notice of all meetings at which amendments are to be considered shall be mailed to every Member eligible to vote at least two (2) weeks prior to the meeting.

Section 15.3 Amendments to these Bylaws affecting the admission or qualification of REALTOR® and Institute Affiliate Members, the use of the terms REALTOR® and REALTORS®, or any alteration in the territorial jurisdiction of the Association shall become effective upon their approval as authorized by the Board of Directors of the NATIONAL ASSOCIATION OF REALTORS®.

ARTICLE XVI - DISSOLUTION

Section 16.1 Upon the dissolution of this Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to any real estate trade association or successor corporation, or within its discretion, to any other non-profit tax exempt organization.