PREAMBLE:

“Under all is the land”, and from it come the basic elements of our existence: food, clothing and shelter. It is incumbent upon us as REALTORS, to provide informed professional service to the community, to help in making decisions which affect this most important asset. In order to foster and develop a more knowledgeable membership in the area of commercial and investment property, the New York State Commercial Association of REALTORS hereby establishes the HUDSON VALLEY CHAPTER of NYSCAR. The chapter is to be governed by the following Rules and Regulations, subject to and in compliance with the Constitution and By-Laws of the New York State Commercial Association of REALTORS, Inc.

ARTICLE 1

Section 1:

The name of this organization shall be the HUDSON VALLEY CHAPTER of the New York State Commercial Association of REALTORS, Inc.

ARTICLE II

Section 1:

The jurisdiction of the HUDSON VALLEY CHAPTER of NYSCAR is the geographic area of Westchester, Putnam, Dutchess, Columbia, Rockland, Orange, Sullivan, Ulster and Greene counties.

Section 2:

The Chapter shall operate as a voluntary and nonprofit organization.

ARTICLE III MEMBERSHIP

Section 1:

(A): Voting members shall be individuals or firms actively engaged in the Real Estate business and duly licensed real estate brokers or salespeople by the State of New York.

(B): Affiliate members shall be other individuals or firms who, while not engaged in the real estate profession as defined by paragraph (A) of this section, have interests requiring information concerning Commercial and Investment objectives of the chapter. They shall not be eligible to vote or to hold elective office in the Chapter.

Section 2:

Applicants shall be required to submit a formal, signed application for membership through the Membership Committee.

ARTICLE IV DUES

Section 1:

Subsequent to their election, members shall not be entitled to any of the benefits until the Chapter initiation fee and dues for at least twelve months have been received by the Chapter Treasurer.

Section 2:

Members shall also have until January 1, 1998 to pay dues to the New York State Commercial Association of REALTORS, Inc. Failure to make such payment within this twelve-month period of notice of election shall void the election to membership.

Section 3:

Subsequent to the year 1997, all Chapter dues and New York State Commercial Association of REALTORS, Inc. dues shall be due and payable on January 1st of each year.

Any member whose dues are unpaid as of February 1st shall have all services suspended until such dues are paid. Any member whose dues remain unpaid as of March 1st shall be dropped from membership without any action of the Executive Board.

Former members may only be readmitted to membership after filing a new membership application and paying dues that were in arrears, plus any current year’s dues.

Section 4:

The annual chapter dues and ignition fee for Chapter membership shall be established by the Executive Board at their September meeting.

ARTICLE V EXECUTIVE BOARD

Section 1:

The Executive Board shall consist of the elected officers, elected directors and the most recent past President.

Section 2:

The Executive Board shall consist of a: President, Vice President, Secretary, Treasurer and one (1) Director from each county in the jurisdiction. The immediate past President shall serve as an ex-officio member.

Section 2:

The executive Board shall consist of a: President, First Vice President, Second Vice President, Secretary, and Treasurer. The Secretary and Treasurer may be the same person. They shall each be elected for terms of one year, and may succeed themselves. All elected or appointed Officers must be REALTOR® members in good standing of NYSCAR at the time of their appointment or election, and must remain in said good standing throughout their term. The immediate past President shall serve as an ex-officio member.

Section 3:

The Executive Board shall serve one (1) year terms, or until successors are designated and qualified. This term shall run from January 1 to December 31 of every year beginning January 1, 1997.

Section 4:

(A): Regular Meetings. The Executive Board shall meet at times and places established by the Chapter’s Executive Board.

(B): Special meetings. Upon ten (10) days’ written notice, the President may call a Special Meeting at any time and place. The purpose of the meeting shall be outlined in the notice.

If appropriate and feasible, a special meeting of the Executive Board may be called by telephone, with three (3) days written notice, of a conference call. A majority of the Executive Board must participate in the conference telephone call for there to be a quorum.

(C): Authority. The management of the Chapter shall be vested in the Executive Board.

(D): Quorum. For Regular and Special Meetings, other than the conference telephone call(s), those members present after due notice of not less than ten (10) business days prior to the meeting, shall constitute a quorum.

*Section 5:

Attendance: Any elected Officer or Director who shall not have been previously excused by the President from three (3) regular meetings during the Chapter’s fiscal year, shall automatically forfeit their office, unless the Executive Board, upon receipt of a written explanation for such absence, deems it satisfactory to waive the absences and therefore waiver this provision.

*Section 6:

All newly elected Officers and Directors shall take office January 1st of each year.

ARTICLE VI OFFICERS

Section 1:

The officers of the Chapter shall be the President, Vice-President, Secretary, and Treasurer. The chain of succession of officers shall be the President, Vice-President, Treasurer and Secretary. In case of a vacancy shall be filled by the Executive Board for the unexpired term. Officers may serve up to four (4) consecutive terms.

Section 1:

The elected officers of this Association are: President, First Vice President, Second Vice President, Secretary, and Treasurer. The Secretary and Treasurer may be the same person. They shall each be elected for terms of one year, and may succeed themselves. All elected or appointed Officers must be REALTOR® members in good standing of NYSCAR at the time of their appointment or election, and must remain in said good standing throughout their term. In case of a vacancy shall be filled by the Executive Board for the unexpired term. Officers may serve up to four (4) consecutive terms. The immediate past President shall serve as an ex-officio member.

Section 2:

Each year a President, Vice-President, Secretary, Treasurer and Directors shall be elected to a one-year term.

Section 3:

The President of the Chapter, by virtue of the office, shall become a member of the Board of Governors of the New York Commercial Association of REALTORS, Inc.

Section 4:

Funds of the Chapter shall be reported to the Treasurer of the New York Commercial Association of REALTORS, Inc. The Chapter Treasurer shall also make a

due accounting to the Chapter Executive Board at least once per year, in the December Meeting.

ARTICLE VII NOMINATING COMMITTEE

Section 1:

The Nominating Committee shall consist of three (3) members. The immediate past President shall serve as chairperson. One (1) of the three (3) members shall be the immediate past President, and the remaining members shall be qualified members of the Chapter. The Nominating Committee shall be by appointment of the President at the October meeting.

Section 2:

In the event the immediate past President is not available to chair the Nominating Committee, the President shall appoint a nominating chairperson and two (2) members of the Chapter not currently on the Executive Board.

Section 3:

Executive Board: It shall be the duty of the Nominating Committee to nominate members for the office of: President, Vice-President, Secretary, Treasurer and one (1) Director from each county.

The nominations shall be reported by mail to all voting members of the Chapter at least two (2) weeks prior to the December Annual Meeting. Additional nominations may be made by a petition signed by a least five (5) voting members, provided such nominations shall be in the hands of the Secretary of the Chapter at least five (5) days prior to the December meeting.

Section 3:

Executive Board: It shall be the duty of the Nominating Committee to nominate members for the office of: President, First Vice-President, Second Vice-President Secretary, Treasurer and one (1) Director from each county.

The nominations shall be reported by mail to all voting members of the Chapter at least two (2) weeks prior to the December Annual Meeting. Additional nominations may be made by a petition signed by a least five (5) voting members, provided such nominations shall be in the hands of the Secretary of the Chapter at least five (5) days prior to the December meeting.

The report of the Nominating Committee and any additional nominations shall be read at the Annual Meeting in December, for the information of the members.

ARTICLE VIII ELECTION OF EXECUTIVE BOARD

Section 1:

The annual election of the Elected members of the Executive Board shall take place at the annual meeting in December.

Section 2:

Every “Individual Member”, as defined in ARTICLE III, Section 1, and ARTICLE IV, Section 3, in good standing, shall be entitled to one (1) vote.

The election shall be written ballot if more than one person has been nominated for any vacancy in the Executive Board. The Secretary shall be responsible to provide ballots, if needed.

Section 3.

If the election is by written ballot, the President shall appoint three (3) tellers who shall make a tabulation of the ballots and report to the meeting, the results of the votes cast. The members receiving the highest number of votes for the elected office requiring balloting shall be declared elected, and the tellers will so certify in writing to the Secretary of the Chapter, giving the number of ballots cast for each nominee.

Section 4:

The Executive Board by majority vote shall elect members to fill unexpired term of any vacancies that may occur on the Board prior to the next election.

ARTICLE IX FISCAL AND ELECTIVE YEARS

Section 1:

The fiscal year of the Hudson Valley Chapter of the New York State Commercial Association of REALTORS, Inc. shall conform to the fiscal year of the New York State Commercial Association of REALTORS, Inc.

Section 2:

The Elective Year for the Hudson Valley Chapter of the New York State Commercial Association of REALTORS, Inc. shall be held at the Annual Meeting in December.

ARTICLE X COMMITTEES

Section 1: STANDING COMMITTEES

The President, upon assuming office, shall appoint such committees as shall be necessary to carry on the work of the Chapter. The Standing Committees shall include Membership, Education, Marketing, Legislative Affairs and others as required or deemed necessary by the Chapter.

Section 2: SPECIAL COMMITTEES

Special Committees may be appointed by the President to perform such services as may be assigned them.

Section 3:

All committees shall be appointed by, and serve at the pleasure of, the President.

ARTICLE XI MEETINGS AND QUORUMS

Section 1: RULES OF ORDER

Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Chapter, its Executive Board and committees in all instances wherein its provisions do not conflict with these BY-LAWS.

Section 2:

The Annual Meeting of the Hudson Valley Chapter of the New York State Commercial Association of REALTORS, Inc. membership shall be held in December and at a time and place designated by the Executive Board of the Chapter. Other meetings of the membership may be called by the Executive Board from time to time. Such meetings shall be open to other than members by invitation of the Executive Board or the President.

Section 3:

Other regular meetings of the membership shall meet at a time and place as designated by the Executive Board of the Chapter.

Section 4:

Those members present after due notice of not less than two weeks prior thereto shall constitute a quorum for any Annual or Regular Meeting of the membership.

Section 5:

A quorum for any special meeting of the general membership shall consist of 10 percent of the members in good standing when present in person. All members are to be notified by mail sent at least two (2) weeks prior to the date of any special meeting of any decisions to be made at the meeting. Any decisions made at a special meeting without such prior notice shall not be final until confirmed by the eligible voting membership at the next Regular or Annual meeting or at the subsequent meeting following due notice of the action to be considered.

Section 6:

Committee Chairmen, when calling a committee meeting, must provided all committee members with three (3) days’ notice of the meeting, time and place.

Section 7:

The quorum for any committee shall be a majority of the members of such committee.

ARTICLE XII LIMITATION OF LIABILITY

Section 1:

The New York State Commercial Association of REALTORS, Inc. shall not assume any liability for expenditures or commitments of The Hudson Valley Chapter of the New York State Association of REALTORS, Inc. unless such expenditures or commitments shall first have been approved by the Board of Governors of the New York State Commercial Association of REALTORS, Inc.

ARTICLE XIII AMENDMENTS

Section 1:

These By-Laws may be amended by an affirmative vote of two-thirds of the members present at any Annual Meeting or regular meeting provided that such an amendment shall have been submitted first to the Executive Board of the Chapter and approved by the Board of Governors of the New York State Commercial Association of REALTORS and provided further that thirty days’ notice in writing shall have been given

to all Chapter members of the intention to amend together with a copy of the proposed amendment.

ARTICLE XIV DISSOLUTION

Section 1:

Upon the dissolution or completion of the affairs of this Chapter, the Executive Board, after providing payment for all obligations, shall distribute any remaining assets to the New York State Commercial Association of REALTORS, Inc.

These By-Laws were ratified by the Executive Board of the Hudson Valley Chapter of the New York State Commercial Association of REALTORS, Inc. on February 11, 1997.