ARMLS BYLAWS

These Amended and Restated Bylaws amend and restate the Amended and Restated Bylaws, effective as of June 24, 2013 (the “2013 Amended and Restated Bylaws”), as further amended and restated on October 24, 2016, October 23, 2017, July 13, 2018, and June 24, 2019. Such 2013 Amended and Restated Bylaws were adopted concurrently with the execution and delivery of the Shareholders Agreement by and among all of the then current Shareholders of the Corporation (the “Shareholders Agreement”). The Shareholders Agreement, and thus the 2013 Amended and Restated Bylaws, which are attached as an exhibit thereto, were entered into in accordance with, and in reliance upon, Section 10-732 of the Arizona Revised Statutes, and these Bylaws, as amended and restated herein, shall be deemed as set forth in their entirety within the Shareholders Agreement by virtue of such incorporation.

Article 1 – OFFICES

1.1 Principal Office. The Corporation will maintain a principal office at its known place of business in Maricopa County, Arizona.

1.2 Other Offices. The Corporation may also maintain offices at such other place or places, either within or without the State of Arizona, as may be designated from time to time by the Board of Directors, and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office. The geographical area in which the Corporation operates its multiple listing service at any time and from time to time is referred to herein as the “Operating Area.”

1.3 Corporate Seal. A corporate seal is not required to validate any instrument signed by or on behalf of the Corporation, but if a corporate seal is ever used, the same shall, at the pleasure of the officer affixing the same, be either a circle having on the circumference thereof “Arizona Regional Multiple Listing Service, Inc., and in the center “Incorporated 1982 Arizona,” or a circle containing the words “Corporate Seal” on the circumference thereof, or as otherwise agreed upon by the Board of Directors.

Article 2 – SHAREHOLDERS

2.1 Shareholder Conditions. Except as otherwise set forth in the Corporation’s Amended and Restated Articles of Incorporation, as further amended from time to time (as so amended, the “Articles”) or these Bylaws, only REALTOR® associations (i.e., associations formed in accordance with the requirements of, and whose members are members of, the NATIONAL ASSOCIATION OF REALTORS®, which are hereafter referred to as “Association(s)”) shall be entitled to own any of the Founder Stock or Class A Common Stock (as both of those terms are defined in the Articles). Such Founder Stock and Class A Common Stock shall also be subject to the transfer restrictions set forth in Article 3 of the Shareholders Agreement. The Corporation also has the authority to issue Class B Common Stock pursuant to its Articles, provided, however, that no Class B Common Stock has been issued as of the date of adoption of these Amended and Restated Bylaws. The rights of any future Class B Common Stock are not fully defined in these Amended and Restated Bylaws.

2.2 Shareholders’ Meetings. All meetings of the Shareholders will be held at such place as may be fixed from time to time by the Board of Directors, or, in the absence of direction by the Board of Directors, by the Board Chair or Secretary of the Corporation, either within or without the State of Arizona, as will be stated in the notice of the meeting or in a duly signed waiver of notice thereof. If no designation is made, the place of meeting will be the principal office or location of the Corporation in the State of Arizona.

2.3 Annual Meetings. Annual meetings of Shareholders will be held on the fourth (4^th) Monday in October, if not a legal holiday, and if any such Monday is a legal holiday, on the next day following which is not a legal holiday, or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the Shareholders will transact such business as may properly be brought before the meeting.

2.4 Notice of Annual Meeting. Except as may otherwise be provided in the Articles or these Bylaws, written notice of the annual meeting stating the place, date, and hour of the meeting will be given to each Shareholder of record not less than ten (10) or more than sixty (60) days before the date of the meeting. Notice shall be in writing and may be given in person, by United States certified mail, return receipt requested, by a commercial delivery service, or by electronic e-mail transmission (provided that any delivery by e-mail shall be supplemented by delivery via another method allowed herein). The effective date for any notice shall be the earliest of the following: (i) actual receipt by the party being notified; (ii) physical delivery to the designated address of that party, addressed to that party; (iii) if delivered by a nationally or regionally recognized courier with instructions for next business day delivery, the first business day following deposit with said courier; (iv) if delivered by certified United States mail, three (3) business days after deposit with the United States Postal Service, postage prepaid, addressed to that party at its designated address.

2.5 List of Shareholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make a complete list of the Shareholders in place from time to time, arranged in alphabetical order, and showing the address of each Shareholder and the number and class of shares registered in the name of each Shareholder. Such list shall be open to the examination of any Shareholder during ordinary business hours, at the corporation’s principal office. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Shareholder who is present.

2.6 Special Meetings of Shareholders. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles, may be called by the Board Chair or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of those Shareholders owning the majority in amount of the Class A Common Stock of the corporation issued and outstanding at the applicable time. Such request shall state the purpose or purposes of the proposed meeting.

2.7 Notice of Special Meetings. Written notice of a special meeting stating the place, date, and hour of the meeting and the purpose(s) for which the meeting is called will be given, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Shareholder of record entitled to vote at such meeting. Business transacted at any special meeting of Shareholders will be limited to the purpose(s) stated in the notice. Shareholders of each class of stock entitled to vote at the meeting will be determined as of 4:00 p.m., MST, on the day before notice of the meeting is sent. Notice may be given in any manner authorized in Section 2.4 hereof and shall be deemed to have been received in accordance with the terms of Section 2.4.

2.8 Quorum and Adjournment. The holders of a majority of each class of stock entitled to vote at a meeting, issued and outstanding, present in person or represented by proxy, shall constitute a quorum with respect to such class of stock at all meetings of the Shareholders for the transaction of business by such class of stock, except as otherwise provided by statute or by the Articles. If, however, such quorum shall not be present or represented at any meeting of the Shareholders, the Shareholders of each class of stock entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. A notice of the adjourned meeting shall be given to each Shareholder of record of each class of stock entitled to vote at the meeting.

2.9 Majority Required. Except as otherwise set forth in the Articles or these Bylaws, and specifically except as to the election of Directors, which is governed by Article 3 hereof, when a quorum is present at any meeting, the vote of a simple majority of the holders of the voting power present for each applicable class of stock entitled to vote, whether in person or represented by proxy, will decide any question brought before the meeting, unless the question is one upon which, by express provision of the statutes, the Articles or these Bylaws, a different vote is required, in which case the express provision will govern and control the decision of the question.

2.10 Voting. Except as otherwise set forth in the Articles or these Bylaws, at every meeting of the Shareholders, and specifically except as to the election of Directors, which is governed by Article 3 hereof, each Shareholder of the class of stock entitled to vote will be entitled to one vote in person or by proxy, regardless of the number of shares of the Corporation having voting power held by the Shareholder, but no proxy shall be voted or acted upon after twelve (12) months from its date.

2.11 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Shareholders may be taken without a meeting, without prior notice and without a vote, if a two-thirds (2/3rds) majority of the holders of the voting power for the class of stock entitled to vote thereon agrees and consents to such action in writing or by e-mail, and the writing or writings, including copies of e-mail consents, are filed with the minutes of the proceedings of the subsequent Shareholder meeting. Action taken pursuant to this Section is effective when all of the required Shareholders have signed or e-mailed the consent, unless the consent specifies a different effective date. The record date for determining Shareholders entitled to take action without a meeting will be the date the first Shareholder entitled to vote signs a written consent.

2.12 Waiver of Notice. Notwithstanding anything in these Bylaws to the contrary, attendance of a Shareholder at a meeting will constitute waiver of notice of the meeting, except when attendance at the meeting is for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, any Shareholder may waive notice of any annual or special meeting of Shareholders by signing a written notice of waiver either before, at or after the meeting.

2.13 Meeting of All Shareholders. If all of the Shareholders entitled to vote meet at any time and any place and consent in writing to the holding of a meeting at such time and place, such meeting will be valid without call or notice, and lawful action may be taken at such meeting.

2.14 Meetings by Conference Telephone. Any Shareholder may participate in any meeting of the Shareholders by means of a conference telephone or similar communication whereby all Shareholders participating in such meeting can hear one another. Such participation will constitute attendance in person.

Article 3 – DIRECTORS

3.1 Number; Conditions.

(a) The number of Directors will consist of twelve (12) to twenty (20) Directors. Each Shareholder agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in order to ensure that the Board of Directors shall consist of the persons selected as set forth below. The Board of Directors shall consist of four categories of Directors: 1) Founding Shareholder Directors; 2) Firm Directors; 3) Class A Shareholder Directors; and 4) Other Directors. The Directors within each category shall be selected in the manner set forth below, and shall serve for the terms and be subject to the eligibility requirements set forth below, and each Shareholder agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in such manner as necessary to ensure the election of the persons so selected as set forth herein. Each Director shall serve until his successor has been elected and qualified, unless such Director has resigned or been removed as set forth herein.

(b) Except as set forth elsewhere in these Bylaws, a Director may serve for a maximum of nine consecutive Board Years (measured from and after the first day upon which such Director is seated as a member of the Board of Directors), and then must rotate off the Board of Directors for at least two Board Years before being eligible to be seated again upon the Board of Directors.

3.2 Founding Shareholder Directors.

(a) Each Shareholder owning Founder Stock (a “Founding Shareholder”) shall select three Directors (each a “Founding Shareholder Director”) to serve on the Board of Directors, each of which shall hold primary membership in such Shareholder. As used herein, “primary membership” in such Shareholder means an individual’s membership in a member board which includes that individual in its calculation of dues paid to the National Association as provided for in Article II, Section 1 of the National Association’s Bylaws. The individual shall be a “primary member” of that member board. In addition, at least one of such Founding Shareholder Directors so selected by each Founding Shareholder must be a designated or managing broker or an owner, officer or director of their Firm (as defined in Section 3.3(a) below.

(b) The Founding Shareholder Directors shall have staggered three-year terms, with the order of staggering approved by the Board of Directors.

(c) On or before March 31 of each year (or the next succeeding Business Day if March 31 is not a Business Day), or such other date in any particular year as the Board may otherwise determine in its discretion, the Corporation shall confirm the Founding Shareholder or Shareholders entitled to select a Founding Shareholder Director in such year and shall contact each such Founding Shareholder to request the name of the Director selected by such Founding Shareholder to fill such seat.

On or before July 31 of each year (or the next succeeding Business Day if July 31 is not a Business Day), or such other date in any particular year as the Board may otherwise determine in its discretion, the selecting Founding Shareholders shall notify the Secretary of their selections or the intent to select prior to the annual meeting, which selections shall be presented at the annual meeting. If no such selection is made by a Founding Shareholder, the Founding Director board seat shall remain vacant until appointed by the Founding Shareholder and elected by the Shareholders in the manner set forth in Section 3.7 hereof.

At the annual meeting, the persons so selected by the Founding Shareholders shall be elected to the Board of Directors, with their service to commence at the start of the new Board Year, and each of the Shareholders agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in such manner as to cause the election of such persons so selected.

(d) Each Founding Shareholder shall be entitled to remove its Founding Shareholder Director in the event such person no longer holds primary membership in that Association, and each of the Shareholders agree to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in favor of such removal. Any removed Founding Shareholder Director may be replaced by the applicable Shareholder in the manner set forth in Section 3.7 hereof.

3.3 Firm Directors.

(a) A total of three (3) Directors (each a “Firm Director”) shall be selected by the Board of Directors from applications for nomination received from Firms, as defined below in this paragraph, after the division of such Firms into three size-based categories. The categories shall be based upon the number of Subscribers, with each size category having generally the same number of Subscribers based upon the Annual Subscriber Count. The three Directors shall have staggered three year terms, with each size category of Firm being entitled to apply for nomination of a director once every three years. As used herein, “Firm(s)” shall mean each and every holder of real estate broker’s or appraiser’s license that meets the following requirements: (i) the license holder is licensed as a real estate broker or as an appraiser in accordance with the laws of a state within the Operating Area, (ii) the license holder is comprised of one or more REALTOR® principals, and (iii) if the license holder is a real estate broker, the license holder actively endeavors to make or accept offers of cooperation and compensations with respect to the listing of real property within the Operating Area.

(b) On or before June 1 of each year (or the immediately succeeding Business Day if June 1 is not a Business Day), or such other date in any particular year as the Board may otherwise determine in its discretion, the Corporation shall tabulate the number of Subscribers in each Firm effective as of May 31 of such year.

Within two (2) days (or later at the discretion of the Board) following such tabulation, but in no event later than June 3 of the applicable year (or the next succeeding Business Day if June 3 is not a Business Day), or such other date in any particular year as the Board may otherwise determine in its discretion, the Secretary shall confirm the list of Firms entitled to apply for board seat nomination in that year’s board selection process. The Corporation shall notify the eligible Firms and solicit nominations.

Within ten (10) days (or later at the discretion of the Board) following notification to the eligible Firms, but in no event later than June 13 of the applicable year (or the next succeeding Business Day if June 13 is not a Business Day), or such other date in any particular year as the Board may otherwise determine in its discretion, the Nominating Committee shall review all nominations and shall be responsible for ensuring that a sufficient number of eligible nominations are received by such date.

Within thirty (30) days (or later at the discretion of the Board) thereafter, but in no event later than July 13 of the applicable year (or the next succeeding Business Day if July 13 is not a Business Day), or such other date in any particular year as the Board may otherwise determine in its discretion, the Nominating Committee shall confirm that nominee eligibility requirements are satisfied, qualifications are discussed, and a final slate of no more than five (5) nominees are slated for consideration by the Board for each open Board seat.

At the immediate next Board meeting the Board of Directors will review the Nominating Committee’s recommended slate of candidates and vote in ranked order from such slate in the manner specified by the Board of Directors. The nominee in each voting category receiving the highest tabulated ranked vote total shall be selected as the Firm Director for that category.

At the annual meeting, the Firm Director(s) so selected by the Board shall be elected to the Board of Directors, with their service to commence immediately upon the start of the new Board Year, and each of the Shareholders agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in such manner as to cause the election of such persons so selected.

(c) In addition to the other qualification requirements applicable generally to Directors, in order to serve as a Firm Director, a person must:

(i) Be an owner or an officer or director of a Firm or a branch manager of a Firm; and

(ii) Maintain an active broker’s or appraiser’s license in at least one state within the Operating Area.

3.4 Class A Shareholder Directors.

(a) At the discretion of the Board of Directors, the Board of Directors may allocate up to two (2) board seats to one or more Class A Shareholders who are not also Founder Shareholders, to select or designate a Director or Directors (a “Class A Shareholder Director”) to serve on the Board of Directors, each of which shall hold primary membership in such Shareholder. In addition to the two designated Class A Shareholder Directors, the Board of Directors may also, in its discretion, reallocate two (2) additional board seats from the Other Director seats described in Section 3.5 below as Class A Shareholder Director seats, whereupon the number of Other Director seats shall be reduced by the number of additional board seats so reallocated.

(b) The Class A Shareholder Directors shall have staggered three-year terms, with the order of staggering approved by the Board of Directors.

(c) Any other qualifications or conditions applicable to such Class A Shareholder Directors, including the timetable and process for selection, shall be determined by the Board of Directors, and may be amended, modified or terminated by the Board of Directors at any time.

(d) At the annual meeting of shareholders (or at a special meeting so called for such purpose), the persons so selected by the Class A Shareholders shall be elected to the Board of Directors, with their service to commence at the start of the new Board Year, and each of the Shareholders agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in such manner as to cause the election of such persons so selected.

3.5 Other Directors.

(a) Up to six (6) Directors may be selected by the Board of Directors (each an “Other Director”). The purpose of the Other Director board seats is to provide flexibility to the Board of Directors in negotiating with prospective new Class A Common Stock Shareholders, the acquisition of desired skill sets, or for any other reason the Board of Directors deems appropriate. In addition, the Board of Directors may, in its discretion, reallocate two (2) of the Other Director seats from the Other Director seats as Class A Shareholder Director seats described in Section 3.5 above, whereupon the number of Other Director seats shall be reduced by the number of Other Director board seats so reallocated.

(b) The rights, privileges, conditions, qualifications and terms of or applicable to such Other Director seats shall be determined by the Board of Directors, and may be amended, modified or terminated by the Board of Directors at any time.

(c) At the annual meeting, the persons so selected by the Board of Directors shall be elected to the Board of Directors, with their service to commence immediately upon the start of the new Board Year, and each of the Shareholders agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in such manner as to cause the election of such persons so selected.

3.6 Certain Limitations on Directors.

(a) Maximum Number of Directors from Firms. There shall be a maximum of five (5) Directors from any particular Firm. However, if a Director is elected and then subsequently changes Firms, or if there is a change in the number of Directors from a particular Firm due to a merger, such Director or Directors shall be entitled to continue to serve as long as such person still meets the qualifications for a Firm Director.

(b) Maximum Number of Directors from Shareholders. The number of Directors primarily affiliated with any particular Shareholder may not constitute a majority of the Directors at any point in time. In the event that an existing Director becomes primarily affiliated with a new Shareholder during his or her term, and such new affiliation would result in too many Directors primarily affiliated with such Shareholder, such Director shall automatically be ineligible to serve as a Director in such capacity and each of the Shareholders shall vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in favor of such removal.

(c) No Individual Can Occupy Multiple Director Positions. Any individual serving on the Board of Directors, during the time of such service, does not qualify for, and shall not be entitled to occupy, any other seat on the Board of Directors.

(d) Active MLS Subscriber. Each individual serving on the Board of Directors, other than the Outside Directors, must be an active Subscriber at all times during which such individual is seated on the Board of Directors (or, in the event of any lapse in status as an active Subscriber, must renew or reinstate such status within ten (10) days following notice in accordance with Section 3.8(a)(i)(A) hereof). Further, any individual seeking appointment, re-appointment, election or re-election to the Board of Directors in a given year, other than Outside Directors, must be an active Subscriber at all times from and after July 31 of such year through the date of the Corporation’s annual meeting for such year.

3.7 Vacancies. Vacancies in the Board of Directors (other than Founding Shareholder Directors or Class A Shareholder Directors) shall be appointed by the Board of Directors. Any vacancy occurring with respect to a Founding Shareholder Director or Class A Shareholder Director (including any vacancy resulting from the failure of such Shareholder to timely provides its selection) shall be filled by the Shareholder entitled to select such Founding Shareholder Director or Class A Shareholder Director, as applicable, and each of the Shareholders agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in favor of the election of the person so chosen. Each Director so chosen in a replacement capacity shall hold office until the expiration of the term of the Director being replaced.

3.8 Removal; Resignation.

(a) Removal.

(i) A Director shall be removed as follows, and each of the Shareholders agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in favor of such removals:

(A) A Director, other than an Outside Director, who is not a Subscriber shall be removed if such Director’s status as a Subscriber is not renewed or reinstated within ten (10) days following notice from the Board Chair or the Secretary (which notice shall be given by the Board Chair or the Secretary promptly upon becoming aware of the applicable Director’s failure to maintain Subscriber status, and which notice shall not require any Board of Directors approval or authorization in advance of its delivery to the applicable Director).

(B) A Director whom the Board of Directors determines has engaged in a felony or other act or omission involving dishonesty, disloyalty or fraud with respect to the Corporation shall be removed.

(C) A Director who has had two (2) consecutive or three (3) total absences from regular Board of Directors meetings during a board calendar year shall be automatically and immediately removed from the Board without resolution. Any Director removed for absence may petition for reinstatement by written notice to the Board Chair and Secretary. Such petition for reinstatement notice must be received by the Board Chair and Secretary no later than fourteen (14) days after the board meeting absence that caused the automatic removal of the Director. If such petition is received by the deadline, the Directors shall vote via email on the reinstatement of the former Director. The removed Director shall be reinstated only upon the vote of two-thirds (2/3) of the Directors in accordance with Section 3.15 of these Bylaws. If the removed Director is not reinstated, the Board shall fill the vacancy as directed in Section 3.7 of these Bylaws. If the removed Director is reinstated as an active Director, the Secretary shall notify the Director of such in a timely manner.

(ii) A Director may be removed as follows, and each of the Shareholders agrees to vote, or cause to be voted, all of the shares of the Corporation owned by such Shareholder in favor of such removals:

(A) Each Shareholder, in its sole discretion, may remove its Shareholder Director in the event such person no longer holds primary membership with that Shareholder. The timing and procedure for effecting the removal shall be determined by the applicable Shareholder, with reasonable advance notice to the Board of Directors.

(B) A Director who fails to continue to satisfy any applicable eligibility requirements for the Board of Directors seat to which such Director was elected (other than Subscriber status) may be removed in the discretion and at the direction of the Board of Directors upon the vote of two-thirds (2/3) of the Directors in attendance, excluding the Director to be removed.

(C) A Director who breaches any duties imposed on the Director by law or a material conflict of interest which the Board of Directors determines has a significant and deleterious effect on the Corporation may be removed in the discretion and at the direction of the Board of Directors upon the vote of two-thirds (2/3rds) of the Directors in attendance, excluding the Director to be removed.

(D) A Director who breaches the then current “Board Member’s Code of Conduct” (or similar succeeding Corporation document), that has been approved by the Board of Directors, may be removed in the discretion and at the direction of the Board of Directors upon the vote of two-thirds (2/3rds) of the Directors in attendance, excluding the Director to be removed.

(iii) In the event of any removal (other than the removal of a Shareholder Director by its Shareholder pursuant to Section 3.8(a)(ii)(A)), the timing and procedure for effecting the removal shall be determined by the Board of Directors, excluding the Director to be removed.

(b) Resignation. Any Director may resign from such position at any time by giving written notice to the Secretary and, if applicable, the Shareholder that appointed the Director. The resignation will take effect upon providing notice thereof or at such later time as will be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.

3.9 Powers. The business and affairs of the Corporation will be managed under the authority of its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts as are not by statute, the Articles or these Bylaws directed or required to be exercised or done by the Shareholders.

3.10 Place of Meetings; Meetings by Conference Telephone. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Arizona. Meetings may be conducted by telephone, by video conference or, with the consent of a majority of the Directors, by any other available means of interactive communication; provided that through any such means of attendance, all Directors participating in such meeting can hear one another. Such participation will constitute attendance in person.

3.11 Board Year. The Board Year commences the first day of January and ends the last day of December each year. The first meeting of each newly elected Board of Directors will be held no later than the end of the first quarter of each Board Year. If the meeting is not held, the meeting may be held at the time and place as will be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as will be specified in a written waiver signed by all of the Directors.

3.12 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at the time and place as will from time to time be determined by the Board of Directors. An agenda and major exhibits shall be delivered to each member of the Board of Directors at least three (3) days prior to the meeting. Delivery may be by electronic means such as e-mail.

3.13 Special Meetings. Special meetings of the Board of Directors may be called by the Board Chair or the Secretary. Special meetings also shall be called by the Board Chair or Secretary upon the written request of three (3) Directors. At least two (2) days’ notice shall be given to each Director, either personally or by U.S. mail, e-mail, facsimile or telephone (with such notice deemed given at the time sent). Said notice shall set forth the time, place and purpose of the meeting, at which no business shall be transacted except that specified in the notice. The attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where a Director attends a meeting for the sole and express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

3.14 Quorum; Vote Required at Meeting. A majority of the Board of Directors will constitute a quorum. Except as may be otherwise specifically provided by statute, by the Articles or by these Bylaws, the concurrence of a majority of the Board of Directors constituting a quorum at any meeting will be sufficient to conduct the business of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the Directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum is present. A Director who is present at a meeting of the Board of Directors at which action is taken on any matter will be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she delivers written notice of his or her dissent to such action with the Board Chair before the adjournment thereof. A right to dissent will not be available to a Director who affirmatively voted in favor of the action. No Director may provide a proxy to another person or Director.

3.15 Action Without Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if the members of a committee or in the case of the Board of Directors, all Directors entitled to vote thereon, agree and consent to such action in writing or, to the extent permitted by applicable law, by e-mail, and the writing or writings, including copies of e-mail consents, are filed with the minutes of the proceedings of the subsequent Board of Directors or committee meeting. Notwithstanding the foregoing, the reinstatement of a removed Director due to absences as described in Section 3.8(a)(i)(C), shall require only a two-thirds (2/3) affirmative vote of the Directors.

3.16 Waiver of Notice. Attendance of a Director at a meeting will constitute waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any Director may waive notice of any annual, regular or special meeting of the Board of Directors by signing a written notice of waiver either before, at or after the time of the meeting.

3.17 Meeting of All of the Directors. If all of the Directors meet at any time and any place, and consent in writing to the holding of a meeting at such time and place, such meeting will be valid without call or notice, and lawful action may be taken at such meeting.

3.18 Directors Have No Exclusive Duty to the Corporation. The Directors will not be required to manage the Corporation as their sole and exclusive function. Except as otherwise set forth in these Bylaws, the Directors may have other business interests and may engage in other activities in addition to those relating to the Corporation. Neither the Corporation nor any Shareholder will have any right, by virtue of these Bylaws, to share or participate in such other activities of a Director or to the income or proceeds derived therefrom.

3.19 Remedies Regarding Election and Removal and Directors.

(a) Specific Performance. Each of the Corporation and the Shareholders acknowledges and agrees that each of them will be irreparably damaged in the event any of the provisions of Sections 3.1 through 3.8 of these Bylaws are not performed by the parties in accordance with their specific terms due to a failure by any Shareholder to vote its shares as required hereby. Accordingly, it is agreed that each of the Corporation and the Shareholders shall be entitled to an injunction in any court of the United Sates or any state having subject matter jurisdiction to prevent any breach of Sections 3.1 through 3.8 of these Bylaws arising from the failure by any Shareholder to vote its shares as required hereby in any action instituted.

(b) Irrevocable Proxy and Power of Attorney. Each Shareholder to these Bylaws hereby constitutes and appoints as the proxies of the Shareholder and hereby grants a power of attorney to the Chief Executive Officer of the Company and to a designee of the other Shareholders (which designee shall be an officer of the Company), with full power of substitution, with respect to the election of persons as members of the Board of Directors and the removal of such persons, as applicable, in accordance with Sections 3.1 through 3.8 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of Sections 3.1 through 3.8 hereof (each of the foregoing items (i) and (ii), a “Voting Breach”), all of such Shareholder’s shares in favor of the election of persons as members of the Board of Directors determined pursuant to and in accordance with the terms and provisions of these Bylaws or the removal of such persons as Directors in accordance with the terms and conditions of these Bylaws or to take any action necessary to effect such provisions. Upon any Voting Breach, this irrevocable proxy and power of attorney provided for in this paragraph shall become immediately actionable, and the vote in question shall be deemed as held open and shall not be deemed as completed until after the proxy and attorney in fact have had an opportunity to cause the breaching Shareholder’s shares to be voted in accordance with the requirements of these Bylaws. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the Shareholders in connection with the transactions contemplated by these Bylaws and, as such, each is coupled with an interest and shall be irrevocable unless and until these Bylaws terminate. Each Shareholder hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until these Bylaws terminate, purport to grant any other proxy or power of attorney with respect to any of the shares, deposit any of the shares into a voting trust or enter into any agreement (other than these Bylaws), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the shares, in each case, with respect to any of the matters set forth herein.

(c) Remedies Cumulative. All remedies, either under these Bylaws or by law or otherwise afforded to any party, shall be cumulative and not alternative.

Article 4 – OFFICERS

4.1 Designation of Titles. The officers of the Corporation will be chosen by the Board of Directors and will be a Board Chair, a Vice Chair, a Chief Executive Officer, a Secretary and a Treasurer. The Board of Directors may designate such other officer titles as it deems appropriate from time to time, including, but not limited to, any one or more Vice-Presidents, Assistant Secretaries and Assistant Treasurers. No officer may hold more than one office, except the Chief Executive Officer who shall also serve as Secretary.

4.2 Appointment of Officers Other than the Chief Executive Officer and Secretary. Prior to January 1^st of each calendar year the Board of Directors will appoint from amongst its members the Board Chair, Vice Chair and the Treasurer for the upcoming Board Year. Any qualifying board member who wishes to be considered for an Officer appointment must nominate themselves by notifying the Secretary of such no later than ten days prior to such meeting. All such officers will serve at the pleasure of the Board of Directors. The Chief Executive Officer of the Corporation shall automatically be appointed as Secretary, and shall also be a non-voting ex-officio member of the Board of Directors. Each individual, before initially commencing to serve as either Board Chair, Vice Chair, or Treasurer (but not Secretary) must have served a minimum of two full Board Years on the Board of Directors.

4.3 Chief Executive Officer. The Chief Executive Officer shall be chosen by the Board of Directors and shall be an employee of the corporation, with such duties, for such length of time and at such compensation as determined by the Board of Directors. The Chief Executive Officer shall manage the day-to-day affairs of the corporation in accordance with the Articles, these Bylaws, the Board of Directors’ Governing Policies then in-effect, and any employment contract as may be approved by the Board of Directors. Unless excused by action of the Board of Directors, the Chief Executive Officer shall attend meetings of the Board of Directors, without being entitled to vote. The Chief Executive Officer shall also serve as Secretary and shall perform the functions of the Secretary described in Section 4.7.

4.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors at any time.

4.5 Board Chair. The Board Chair will, subject to the direction and supervision of the Board of Directors, (a) preside at all meetings of the Board of Directors, (b) be responsible for assuring that the Board of Directors fulfills its governance tasks as outlined in these Bylaws and in the Board of Directors’ governing policies, and (c) perform other duties as from time to time may be assigned to the Board Chair by the Board of Directors.

4.6 Vice Chair. The Vice Chair shall have all of the powers and perform all of the duties of the Board Chair in the event of the Board Chair’s absence, refusal or inability to act. If a permanent vacancy in the office of Board Chair occurs at any time other than the expiration of the current Board Chair term, the Vice Chair shall become the Board Chair for the remainder of the unexpired term. The Vice Chair position is a one-year term and shall not automatically ascend to the position of the Chair except in the limited circumstances contemplated in this Section 4.6 of the Bylaws..

4.7 Secretary. The Secretary shall see that the minutes of all meetings of the Board of Directors and of any standing committees are kept. The Secretary shall be custodian of the corporate seal, if any, and shall affix it to all proper instruments when deemed advisable. The Secretary shall give or cause to be given required notices of all meetings of the Board of Directors. The Secretary shall have charge of all the books and records of the corporation except the books of account and in general shall perform all the duties incident to the office of Secretary of a corporation and such other duties as may be assigned to him or her.

4.8 Treasurer. The Treasurer shall serve as chairperson of any Audit Committee appointed by the Board of Directors, which Committee shall regularly monitor the book of accounts of the Corporation, and shall advise the Board of Directors on matters of fiscal policy.

4.9 Removal of Officers. Any one or more of the Officers may be removed at any time, with or without cause, by the Board of Directors.

4.10 Resignation of Officer. Any Officer may resign from such position at any time by giving written notice of such resignation to the Board of Directors. The resignation will take effect upon receipt of notice thereof or at such later time as will be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.

Article 5 – COMMITTEES

5.1 Nominating Committee. The Nominating Committee shall be comprised of (i) one appointee from each Shareholder and (ii) such other individuals as are determined by the Board of Directors. The charter and responsibilities of said committee shall in all other respects be determined by the Board of Directors, subject to the terms and conditions hereof. The members of the Nominating Committee may, but are not required to, be members of the Board of Directors.

5.2 Audit/Finance Committee. The charter and responsibilities of said committee shall in all respects be determined by the Board of Directors.

5.3 Additional Committees. In addition to the committees set forth in Sections 5.1 and 5.2, the Board of Directors, at any time and from time to time, may designate and/or eliminate one or more other committees, task forces, advisory groups, working groups or similar groups. Such committees, task forces, advisory groups, working groups and similar groups do not need to consist of Directors.

5.4 Powers. Each committee established pursuant to Sections 5.1 through 5.3 above, to the extent permitted by law, the Articles and these Bylaws, shall have and may exercise such of the powers of the Board of Directors in the management and affairs of the Corporation as may be prescribed by the resolutions creating such committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The Board of Directors may designate one or more alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The Board of Directors shall have the power, at any time for any reason, to change the members of any such committee, to fill vacancies, and to discontinue any such committee.

Article 6 – ALLOCATION OF DIVIDENDS ON CLASS A COMMON STOCK

The Shareholders agree that in the event the Corporation declares any dividends payable to the holders of the Class A Common Stock, such dividends shall be payable to the holders of the Class A Common Stock pro rata based on the size of each Shareholder (which shall be determined for each Shareholder based upon the number of active Subscribers with the Corporation on any applicable measurement date through primary membership with such Shareholder), and not upon the number of shares held by each Shareholder. Further, notwithstanding any provision herein to the contrary, in no event shall the allocation of dividends provided for in this Article 6 be amended unless the amendment is approved by 100% of the Shareholders whose dividend would be reduced by such amendment. (For example, if a Shareholder proposes an amendment to the dividend allocation to be effective on July 1 of a given year, the parties would assume a dividend declaration on the same date, and each Shareholder that would receive a smaller portion of the dividend distribution if the amendment were adopted on that date must approve of the amendment.)

Article 7 – MISCELLANEOUS

7.1 Amendment. Except as set forth below, these Bylaws may be amended, altered, or repealed or new bylaws may be adopted by a vote of two-thirds (2/3rds) of the Directors then in office. Notwithstanding the foregoing, the provisions of Sections 3.1 through 3.8, Article 6, and this Section 7.1 may only be amended, altered, or repealed with the approval of both two-thirds (2/3rds) of the Board of Directors and the holders of two-thirds (2/3rds) of the outstanding shares of Class A Common Stock.

7.2 Subscriber Matters.

(a) The term “Subscriber(s)” shall mean and refer to only an individual or individuals that are listed as active MLS subscriber(s) on the Corporation’s database as of the date in question. Further, unless otherwise expressly stated herein, the applicable date for a determination of Subscriber status at any given time shall be the most recently ended March 31 (or such other date as the Board may from time to time determine in its discretion).

(b) The term “Annual Subscriber Count” means the number of Subscribers measured as of March 31 of any given year, which number can be in the aggregate or broken down into various categories of Subscribers as of such date. Unless otherwise expressly stated herein, each reference to Annual Subscriber Count shall be deemed as a reference to the Annual Subscriber Count as of the most recently concluded March 31 (or such other date as the Board may from time to time determine in its discretion).

7.3 Days. Unless otherwise expressly stated in these Bylaws, (i) any time period set forth in days shall refer to calendar days, and (ii) any time period that ends on a day that is not a Business Day shall be extended until the next day that is a Business Day. As used herein, the term “Business Day” means any day other than a Saturday, Sunday or a day that is designated by the Corporation from time to time as a Corporation holiday.

Article 8 – INDEMNIFICATION AND INSURANCE

8.1 Right to Indemnification. Subject to the terms and conditions of this Article 8, each officer or Director of the Corporation who was or is made a party or witness or is threatened to be made a party or witness to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action or inaction in an official capacity while serving as a Director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Arizona Revised Statutes, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Article 8 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article 8 shall include the right to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that, if the law requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Corporation of an undertaking in the form then required by the law (if any), by or on behalf of such Indemnitee, with respect to the repayment of amounts so advanced (hereinafter an “Undertaking”).

8.2 Right of Indemnitee to Bring Suit. If a claim under Section 8.1 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met the applicable standard of conduct set forth in the law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its Shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its Shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard or conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article 8 or otherwise shall be on the Corporation.

8.3 Specific Limitations on Indemnification. Notwithstanding anything in this Article 8 to the contrary, the Corporation shall not be obligated to make any payment to any Indemnitee with respect to any Proceeding (i) to the extent that payment is actually made to the Indemnitee under any insurance policy, or is made to Indemnitee by the Corporation or an affiliate thereof otherwise than pursuant to this Article 8, (ii) for any expense, liability or loss in connection with a Proceeding settled without the Corporation’s written consent, which consent, however, shall not be unreasonably withheld, (iii) where the Indemnitee failed to meet the standards of conduct for indemnification described in Section 10-851.A of the Arizona Revised Statutes; or (iv) where prohibited by applicable law.

8.4 Contract. The provisions of this Article 8 shall be deemed to be a contract between the Corporation and each Director and officer who serves in such capacity at any time while such Article 8 is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or Proceeding theretofore or thereafter based in whole or in part upon any such state of facts.

8.5 Partial Indemnity. If the Indemnitee is entitled under any provision of this Article 8 to indemnification by the Corporation for some or a portion of the expenses, liabilities or losses incurred in connection with a Proceeding but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled. Moreover, notwithstanding any other provision of this Article 8, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all claims relating in whole or in part to a Proceeding or in defense of any issue or matter therein, including dismissal without prejudice, the Indemnitee shall be indemnified against all loss, expense and liability incurred in connection with the portion of the Proceeding with respect to which Indemnitee was successful on the merits or otherwise.

8.6 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article 8 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Articles, these Bylaws, agreement, vote of Shareholders or disinterested Directors or otherwise.

8.7 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the law.

8.8 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article 8 with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation, or to such lesser extent as may be determined by the Board of Directors.

8.9 Notice by Indemnitee and Defense of Claim. The Indemnitee shall promptly notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Corporation will not relieve it from any liability which it may have to the Indemnitee if such omission does not prejudice the Corporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from liability only to the extent of such prejudice; nor will such omission relieve the Corporation from any liability which is may have to the Indemnitee otherwise than under this Article 8. With respect to any Proceedings as to which the Indemnitee notifies the Corporation of the commencement thereof:

(a) The Corporation will be entitled to participate therein at its own expense;

(b) The Corporation will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Corporation shall not be entitled to assume the defense of any Proceeding (and this Section 8.9 shall be inapplicable to such Proceeding) if the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee with respect to such Proceeding. After notice from the Corporation to the Indemnitee of its election to assume the defense thereof (but subject to the preceding proviso), the Corporation will not be liable to the Indemnitee under this Article 8 for any expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless: (i) the employment of counsel by the Indemnitee has been authorized by the Corporation in writing; or (ii) the Corporation shall not have employed counsel to assume the defense in such Proceeding or shall not have assumed such defense and be acting in connection therewith with reasonable diligence; and in each of which cases (i) and (ii) above, the fees and expenses of such counsel shall be at the expense of the Corporation; and

(c) The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent; provided, however, that the Indemnitee will not unreasonably withhold his consent to any proposed settlement.

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