BYLAWS OF THE ASSOCIATION OF INDUSTRIAL REAL ESTATE BROKERS

Adopted: November, 1990

PREPARED BY:
Benjamin J. Randall
Lawrence M. Gritton
Katz Randall & Weinberg

200 North LaSalle Street Suite 2300
Chicago, Illinois 60601
(312) 807-3800 Fax: (312) 807-3903

ARTICLE I: NAME, OBJECTIVES AND GOVERNMENT

Section 1: Name.  The name of this Association is The Association of Industrial Real Estate Brokers (“AIRE” or “Association”)
Section 2: Charter.  The Association is a general not-for-profit corporation chartered under the laws of the State of Illinois on July 1,1981.
Section 3: Objectives.  The objectives of the Association are:

Section 4: Government.  The Association shall be governed by its Articles of Incorporation, Bylaws, Standards of Ethical Practice, regulations and operating policies.

Section 5: Definition of Terms.  At any place where the following terms may appear in these Bylaws and in the Standards of Ethical Practice, they shall be defined as follows:

Section 6: Registered Agent/Office.  For the purposes of the Act, the Registered Agent of the Association shall be the Association Administrator at the office of the Association Administrator, or such other Registered Agent and Registered Office as may be designated from time to time by the Board of Directors.

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ARTICLE II: MEMBERSHIP

Section 1: Active Membership.

1. Eligibility:  Active Membership in the Association shall be open to any individual who:
   
   
   1. is a licensed real estate broker or salesperson in the State of Illinois;
   2. is principally engaged in industrial real estate brokerage and has consummated (i) not less than 15 industrial transactions, and (ii) sales and leases of industrial properties totaling not less than $2,000,000, both within the 24 month period immediately prior to the making of an Application;
   3. has a minimum of two years experience in industrial real estate brokerage;
   4. has a reputation for integrity and ability and has established in the community a reputation of real estate practice in compliance with the law and in an honorable manner;
   5. agrees to abide by the Bylaws of the Association, and agrees that by extension, all industrial salespeople affiliated with such individual’s brokerage company will comply with these Bylaws, as well as the Standards of Ethical Practice adopted from time to time by the Association;
   6. has attended not less than four (4) regular meetings of the Association within the twelve (12) month period immediately prior to the making of any Application;
   7. is sponsored for Membership by two Active Members, one (1) of whom shall have participated in at least one (1) consummated industrial real estate transaction with the Applicant, and one (1) of whom shall be outside of the firm of which the Applicant is a member;
   8. has successfully completed, within the previous three (3) years, the AIRE Laws & Standards Seminar, except that if such Seminar has not been offered within one (1) year prior to Application, then Active Membership may be granted to an Applicant subject to successful completion of the next such Seminar;
   9. has properly completed and signed the official AIRE Membership Application;
   10. has submitted the application fee with the Application, which amount shall be set by the Board from time to time and noted on the Application; and
   11. has been approved by the Membership Committee and Active Members as provided in Article II, Section 2.
       
       
2. Eligibility of Managers or Principals: Active Membership is, also open to individuals who are managers or principals of an industrial real estate brokerage company or division having a minimum of 10 industrial salespeople.  Individual Applicants under this provision need not meet the qualifications described in clauses (2) and (3) of Subsection A of this Section 1 of the Bylaws, but must have 2 years of experience as a manager or principal, and while they must be sponsored by 2 Active Members, one of whom is not affiliated with the Applicant’s firm, the requirement of having cooperated in transactions with the sponsors is waived for this category.
   
   
3. Exceptions:  Any or all of Sections (1), (2), (3), (5), (6), (7) and (8) of Subsection A of this Section 1 may be waived by the Board upon recommendation of the Membership Committee, provided it is determined that there are (i) extenuating circumstances, (ii) prior years of real estate activity in Illinois or other states, or (iii) other compelling reasons why the particular Applicant should not be required to meet the particular qualification.  A written request for a waiver must be made by the Applicant along with submittal of the Application, including a written explanation offering justification for waiver, and the waiver must be recommended by majority vote of a quorum of the Membership Committee and approved by majority vote of the Board prior to the Application’s consideration by the Active Membership.  Once the Membership Committee and Board have determined to waive a specific membership requirement, lack of meeting that requirement will not be accepted as legitimate objection to granting or continuing membership.
   
   
4. Application Procedure:
   
   
   1. Form of Application:  Applications for Active Membership shall:  (i) be in writing on the form provided by the Association; (ii) be signed by the Applicant, and, in the case of any Applicant who is a member of a firm, be signed by such firm to evidence such firm’s acknowledgment of the provisions hereof; (iii) bear recommendations and signatures of two sponsoring Active Members; (iv) be accompanied by the application fee, provide evidence of successful completion of an AIRE Laws and Standards Seminar within the prior three (3) years, and any other documentation or information as may be requested by the Membership Committee; (v) contain an agreement to abide by all the Bylaws of the Association in force and as enacted from time to time; (vi) contain complete information regarding any complaints filed against the Applicant before any Real Estate Board; (vii) contain consent that the Association, through the Membership Committee or otherwise, may invite and receive information and comment about the Applicant from any Active Member or other persons; (viii) contain an agreement that any information and comment furnished to the Association by any person in response to the invitation shall be conclusively deemed to be privileged and not form the basis of any action for slander, libel, defamation of character or other sort; and (ix) contain an irrevocable waiver of claim against the Association, the Board, any Member or any agent of the Association in connection with the business of the Association and particularly as to its act, or their acts, in admitting, or failing to admit, or disciplining the Applicant as a Member.  The Application will also make note of those membership requirements which may be waived, provided waiver has been requested by the Applicant and sufficient cause for waiver has been approved by the Membership Committee and Board.
      
      
   2. Action on Applications:
      
      
      1. All Applications for Active Membership shall be filed with the Chairman of the Membership Committee (“Membership Chairman”), who shall review the Application to determine whether the Applicant appears to meet the Active Membership requirements.  If there is a request of waiver of any requirement, the Membership Chairman shall call for a vote of the Membership Committee on the waiver, majority vote being required for recommendation for or against.  The recommendation of the Membership Committee, together with the Application, shall then be submitted to the Board, who must also approve or deny the waiver by majority vote.  If the requested waiver is not recommended by the Membership Committee or denied by the Board, the Application shall be refused.  In reviewing all Applications, the Membership Committee may request any additional information and may personally interview the Applicant, sponsors or others to obtain it.
         
         
      2. Once an Application has been recommended by a majority vote of the Membership Committee, the Membership Chairman shall give notice of the Application to all Active Members.  This notice shall contain the name of the Applicant, the name of the brokerage company or firm to which the Applicant is affiliated, and the names of the sponsors.  The notice shall also contain the following paragraph:

      “At any time within ten (10) days after the date of this notice, any Active Member may notify the Membership Chairman of any written objection to the acceptance of an Applicant.  The objection shall state specifically matters which in the view of the objector indicate that the Applicant has failed to comply with any requirements of the By-Laws.”

      The name and address of the Membership Chairman shall be provided in the notice.

   3. Membership Committee Procedure:  The following shall be the rules of procedure of the Membership Committee with respect to Applications subsequent to the serving of notice to the Active Membership and receipt of objections, if any:
      
      
      1. If the Applicant meets all of the qualifications for Active Membership (and all waiver requests have been approved) and no objections have been raised, or if raised and withdrawn, then the Membership Committee shall recommend approval of the Application for Active Membership by the Board, the Board shall be required to approve the Application for Active Membership.
         
         
      2. If objection to the Applicant has been filed in writing by any Active Member as required above, the Membership Chairman shall notify the Applicant of the substance, but not necessarily the source, of the objection.  The Applicant may, if the Applicant wishes, submit additional information intended to satisfy the objection or may withdraw the Application.  If neither the Application nor the objection has been withdrawn, the Membership Chairman shall, on written request from the Applicant, submit all relevant material to the Board for its disposition.
         
         
      3. Upon written request from the Applicant, the Board, meeting with a quorum of its Members, the Membership Chairman, and any objectors, shall review the Application.  The Board shall then invite the Applicant to appear in person before the Board to defend against any objections, if the Applicant so desires.  A time and place for such appearance shall be set to the convenience of all parties.  Any other parties may also be invited to attend this hearing if so desired by the Board.  The Applicant is entitled to be accompanied by the Applicant’s attorney or other advocate.  The Board, after hearing all relevant information, shall accept or reject the Applicant by simple majority vote.  The action of the Board shall be final in all cases.
         
         
      4. if an Applicant has been denied Active Membership, the Applicant may not reapply for one year from the date of such denial and must submit a new Application for Membership.
         
         
      5. The Membership Chairman may elect to delegate some or all of such Membership Committee functions if there is only one (1) Member of the Membership Committee.
         
         
   4. Admission to Membership:  When an Applicant has been approved for Active Membership, the Applicant shall be notified promptly by the Membership Committee and shall be invited to attend the next regular meeting where the Membership Chairman (or the Chairman`s or Association’s designee) shall award a Certificate of Membership and any other pins, documents or gifts as may be determined from time to time.  The Membership Chairman shall be responsible for notification to the Association Administrator, who will be responsible to see that the new Member is added to the roster and is billed for such new Member’s prorata share of the current year’s dues.
      
      
   5. Ongoing Qualifications:  Once a person has been accepted for Active Membership, such Member must continue to meet all the qualifications for Membership as described in Article II, Section 1 of the Bylaws, except that notwithstanding the foregoing: (i) such Member need not continue to consummate the number of deals specified; (ii) such Member must successfully complete the AIRE Laws and Standards Seminar every 3 years (or less) from the time the Applicant becomes a Member; (iii) such Member’s meeting attendance requirement is waived; and (iv) all requirements specifically relating to Application and sponsorship shall not apply.

Section 2: Honorary Membership.

1. Entitlements, Restrictions and Rights:  Honorary Members shall remain on the Association’s mailing lists, shall be entitled to voting privileges and all other privileges of Active Members, and shall be allowed to attend all regular meetings of the Association without charge.  Honorary Members shall be required to pay the appropriate charges for special functions such as bus tours, Holiday Parties, and special seminars and meetings.  Honorary Members shall not be required to pay dues and shall not be required to participate in on-going education and certification programs.

   Honorary Members will be required to abide by the Bylaws, as well as the Standards of Ethical Practice adopted by the Association from time to time, and are subject to disciplinary action or expulsion as provided for all Members under these Bylaws.

2. Lifetime Membership:  Unless expelled, Honorary Members remain Honorary Members for life.  Honorary Members, at their option, may request to have their name removed from either or both the mailing list or roster if retired, no longer living in the area, and/or no longer wishing to receive mailings from the organization.  Removal from the mailing list does not constitute a resignation from Honorary Membership, however, an Honorary Member may resign at any time by notifying the President who shall be required to accept said resignation if offered.
   
   
3. Qualifications:  Honorary Membership shall be awarded to individuals by the Board of Directors to persons who meet one or more of the qualifications below.
   
   
   1. Any Active Member who has served as President of the Association 20 years prior to the date of acceptance of Honorary Membership.  (i.e.:  the 1981 President, and all prior Presidents, shall be eligible for Honorary Membership at the beginning of 2001.)  
      
      
   2. Any person who has been an Active or Associate Member for at least 20 years, is over 65 years of age, may or may not have served as President, but has, in the opinion of the Board of Directors, offered extraordinary contributions to the organization and the profession.
      
      
   3. Any current Member in good standing who does not meet any of the above qualifications but has, in the opinion of the Board, made such significant contributions to the industrial real estate brokerage profession as to warrant being honored by this designation.
      
      
4. Procedure:
   
   
   1. Any Active Member may nominate a candidate for Honorary Membership meeting the above requirements by notifying the President of the Association.  In the case of a 20th year Past President, any person qualifying shall be automatically nominated at the first Board of Directors meeting of the 21st year after such person’s presidency.  The President shall bring the matter before a quorum of the Board who shall decide by simple majority vote.  The decision of the Board shall be final.
      
      
   2. If the nominee is rejected, there shall be no public mention or notification, but the nominator shall simply be informed, and the person rejected may not be re-nominated for at least another 12 months.  If the nominee is accepted, the President shall contact the nominee to determine if the nominee accepts the designation and if so, shall invite the nominee to attend the next regular meeting of the Association to be presented with an official certificate or plaque and be honored by the Association.  If the nominee is not able to attend the next regular meeting, the President shall determine whether to wait for induction at a subsequent, future meeting, or to simply induct in the absence of the nominee and mail the certificate or plaque.  It shall be the responsibility of the Membership Committee to see that certificates and plaques are prepared and presented.

Section 3: Associate Membership.

1. Eligibility:  Associate Membership shall be open to the following types of companies who are sponsored by at least two (2) Active Members:  (i) public utility companies, such as railroads, electric power, gas and telephone companies; (ii) established private industrial districts; (iii) industrial general contractors and developers; (iv) industrial architects; (v) investment companies with major industrial real estate portfolios; (vi) banks; (vii) industrial mortgage brokers; and (viii) other companies engaged in activities directly related.  to the field of industrial real estate.  The law firm that is legal counsel to the Association, as chosen by the Board, shall have Associate Member status without making application or otherwise qualifying under the eligibility requirements, and shall have the same rights and be subject to the same restrictions as other Associate Members except as otherwise determined by the Board.  At no time shall the number of Associate Member companies exceed 30% of the General Membership of the Association.  The Board and the Membership Committee shall endeavor to maintain a relatively balanced Associate Membership mix from the foregoing fields.

2. Application Procedure:
   
   
   1. Form of Application:  Applications for Associate Membership shall:  (i) be in writing on the form provided by the Association; (ii) be signed by a principal of the Applicant; (iii) bear recommendations and signatures of two sponsoring Active Members; (iv) be accompanied by the application fee and any other documentation or information as may be requested by the Membership Committee; (v) appoint the initial Designee or Designees and state the date or dates of attendance by such Designee or Designees of an AIRE Laws and Standards Seminar within the three (3) year period prior to the date of such Application; (vi) contain an agreement to abide by all the Bylaws of the Association in force and as enacted from time to time; (vii) contain consent that the Association, through the Membership Committee or otherwise, may invite and receive information and comment about the Applicant from any Active Member or other persons; (viii) contain an agreement that any information and comment furnished to the Association by any person in response to the invitation shall be conclusively deemed to be privileged and not form the basis of an action for slander, libel, defamation of character or other sort; and (ix) contain an irrevocable waiver of claim against the Association, the Board, the Association Administrator, any Committee, any Member, or any agent of the Association in connection with the business of the Association and particularly as to its act, or their acts, in admitting, or failing to admit, or disciplining the Applicant as a Member.  The Application will also make note of those Membership requirements which may be waived, provided waiver has been requested by the Applicant and sufficient cause for waiver has been approved by the Membership Committee and Board.
      
      
   2. Action on Applications:
      
      
      1. All Applications for Associate Membership shall be filed with the Membership Chairman, who shall review the Application to determine whether the Applicant appears to meet the Associate Membership requirements.  If there is a request of waiver of any requirement, the Membership Chairman shall call for a vote of the Membership Committee on the waiver, majority vote being required for recommendation of acceptance or denial.  The recommendation of the Membership Committee, together with the Application, shall then be submitted to the Board, who must also approve or deny the Application by majority vote.  If the requested waiver is not recommended by the Membership Committee or denied by the Board, the Application shall be refused.  In reviewing all Applications, the Membership Committee may request any additional information and may personally interview the Applicant, sponsors or others to obtain it.
         
         
      2. Once an Application has been recommended by a majority vote of the Membership Committee, the Membership Chairman shall give notice of the Application to all Active Members.  This notice shall contain the name of the Applicant, the names of the Designees and the names of the sponsors.  The notice shall also contain the following paragraph:

         “At any time within ten (10) days after the date of this notice, any Active Member may notify the Membership Chairman of any written objection to the acceptance of an Applicant.  The objection shall state specifically matters which in the view of the objector indicate that the Applicant has failed to comply with any requirements of the Bylaws.”  

      The name and address of the Membership Chairman shall be provided in the notice.

   3. Membership Committee Procedure:  The following shall be the rules of procedure of the Membership Committee with respect to Applications for Associate Membership subsequent to the serving of notice to the Active Membership and receipt of objections, if any:
      
      
      1. If the Applicant meets all of the qualifications for Associate Membership (and all waiver requests have been approved) and no objections have been raised, or if raised and withdrawn, then the Membership Committee shall recommend approval of the Application for Associate Membership by the Board, and the Board shall be required to approve the Application for Associate Membership.
         
         
      2. If objection to the Applicant has been filed in writing by any Active Member as required above, the Membership Chairman shall notify the Applicant of the substance, but not necessarily the source, of the objection.  The Applicant may, if the Applicant wishes, submit additional information intended to state the objection or may withdraw the Application.  If neither the Application nor the objection has been withdrawn, the Membership Chairman shall, upon written request from the Applicant, submit all relevant material to the Board for its disposition.
         
         
      3. Upon written request from the Applicant, the Board, meeting with a quorum of its Members, the Membership Chairman, and any objectors, shall review the Application.  The Board shall then invite the Applicant to appear in person before the Board to defend against any objections.  A time and place for such appearance shall be set to the convenience of all parties.  The objector, and any other parties, may also be invited to attend this hearing if so desired by the Board.  The Applicant is entitled to be accompanied by the Applicant’s attorney or other advocate.  The Board, after hearing all relevant information, shall accept or reject the Applicant by simple majority vote.  The action of the Board shall be final in all cases.
         
         
      4. If an Applicant has been denied Associate Membership, the Applicant may not reapply for one year from the date of such denial and must submit a new Application for Membership.
         
         
      5. The Membership Chairman may elect to delegate some or all of such Membership Committee functions if there is only one (1) Member of the Membership Committee.
         
         
   4. Admission to Membership:  When an Applicant has been approved for Associate Membership, the Applicant shall be notified promptly by the Association Administrator and shall be invited to attend the next regular meeting where the Membership Chairman (or the Chairman’s designee) shall award.  a Certificate of Membership and any other pins, documents or gifts as may be determined from time to time.  The Membership Chairman shall be responsible for notification to the Association Administrator, who will be responsible to see that the new Member is added to the roster and is billed for such new Member’s prorata share of the current year’s dues.
      
      
3. Designees:  Any company accepting an invitation for Associate Membership shall appoint at least one (1) but not more than two (2) Designees in the application form.  Designees of the Associate Members may attend meetings of the Association when invited, take part in discussions, and advise as to matters pertaining to industrial real estate.  Associate Members may have either one or two Designees.  Associate Members may change their Designees upon written application to the Membership Chairman signed by a principal of the Associate Member company, and approval of the Membership Committee and notification to the Active Membership in the same manner as provided in Article II, Sections 1D and 3B.  If a Designee is rejected, the Associate Member may submit an alternate Designee at the next subsequent meeting, who must be approved in the same manner.
   
   
4. Rights and responsibilities:  Upon acceptance as an Associate Member, the Designees and all Members of the Associate Member’s company shall be bound by the Bylaws and the Standards of Ethical Practice adopted from time to time by the Association.  Associate Members shall carry no voting rights in the Association and a Designee shall not be permitted to serve on the Board nor hold office.  A Designee may serve as chairman or Member of any committee except the Membership Committee, the Ethics Committee, the Arbitration Committee or the Nominating Committee.  Designees shall be required to attend not less than four (4) Association functions during each year, including the Association meetings, the Golf Outing, the Bus Tour and the year-end Holiday Party.  Designees shall be required to have attended an AIRE Laws and Standards Seminar within the three (3) year period prior to the Application for Associate Membership of such Designees’ company, and all Designees shall be required to attend at least one (1) AIRE Laws and Standards Seminar during each three (3) year (or less) period from the time such individuals become Designees.  The Board may further reasonably limit or restrict other rights of Associate Members and Designees.
   
   
5. Meetings:  Designees will be invited to attend the annual Golf Outing, the year-end Holiday Party, the Bus Tour, regular meetings, and special seminars and events.  The Board of Directors has the right to bar all Designees from any “closed” meeting or any portion of any meeting or event it deems appropriate.

Section 4: Certificates and Pins.  Certificates, pins, emblems and other evidence of Membership shall be reserved for the use of Members only and shall be returned promptly to the Secretary whenever Membership is terminated.

Section 5: Dues and Fees.

1. The application fees and annual dues for Active and Associate Membership will be established from time to time by the Board of Directors.  Each Designee of an Associate Member shall be required to pay applicable annual dues.
   
   
2. Dues will cover standard Membership costs, which shall include but not be limited to the regular lunch and dinner meetings of the Association, mailings, electronic mail system and website costs, and other administration costs.  The Board of Directors shall designate any additional or special charges for individual events, programs, services or materials that it deems appropriate.  Membership dues shall be paid in advance for twelve months during the month of January.
   
   
3. An application fee shall accompany the Application for Active or Associate Membership.  The application fee shall not be refundable if the application is rejected or withdrawn.  Upon approval, the Membership Chairman or the Board shall notify the Association Administrator who will bill the new Member for such new Member’s prorata share of the current year’s dues calculated on a monthly basis beginning with the month following such new Member’s admission to membership.

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ARTICLE III: RESIGNATIONS, DELINQUENCIES, REINSTATEMENTS AND TRANSFERS

Section 1: Resignations.  All resignations of Active, Honorary and Associate Members shall be made to the President and shall be accepted subject to the payment of all outstanding dues and obligations by the resigning Member.

Section 2: Delinquencies.  Any Member who fails to pay dues or other indebtedness within sixty (60) days after same becomes due, and which failure then continues for thirty (30) days after notification thereof from the Board or the Association Administrator, shall be automatically suspended and all privileges of Membership shall be revoked.  If, however, all such indebtedness is thereafter paid by the next subsequent meeting, such Membership shall be reinstated, but if not so paid, such Member shall be dropped from Membership.

Section 3: Seminar Completion.  Any Member who does not successfully complete the AIRE Laws and Standards Seminar within the previous 3-year period shall be suspended for up to one (1) year or until such Member successfully completes such Seminar.  If, at the end of such year, the Member has not successfully completed such Seminar, such Member shall be expelled from the Association.

Section 4: Suspension.  A suspended Member may not attend any function of the Association, may not vote, may not publicize such Member’s Membership during the suspension period, may not utilize the Association’s electronic mail or website facilities, and shall not be entitled to all other privileges of Membership.

Section 5: Change in Active Member's Business Activity.

1. In the event an Active Member’s business activities change so that such Active Member is no longer principally engaged in industrial real estate brokerage activity, the management of others in that field, or other closely related activity (not applicable under the Associate Membership categories), and if such Active Member’s status is questioned to the Membership Chairman by another Active Member, the Membership Chairman shall investigate the questioned Member’s current activities.
   
   
2. Upon investigation, the Membership Committee may determine that the Active Member’s activities are closely enough related to industrial brokerage and may reject the complaint, allowing the party to continue with Active Membership status.
   
   
3. If the Membership Committee recommends to the Board that Active Membership is no longer appropriate, the Board shall request the Member to resign.  Upon resignation, the Member shall receive a full refund of such Member’s prorata share of any dues paid for the current year.
   
   
4. In the event the Management Committee recommends to the Board, and the Board determines, that an Active Member’s activities are such that such Member more properly belongs in the Associate Membership category, the Member shall be notified and given the choice either to resign from the Association or change membership to Associate Membership.  If the Member elects to change Membership status, such Member shall automatically be granted the right to do so, without filing a formal Application, as soon as an opening is available, and such Member shall remain an Active Member until that time.
   
   
5. An Active Member who is requested by the Membership Committee or the Board to resign or change status may, within thirty (30) days of notification, appeal to the Board.  The decision of a majority vote of a quorum of the Board shall be final.  Once an Active Member’s status has been questioned and such Member has been allowed to remain an Active Member (either by the Membership Committee or the Board), such Member’s status may not be challenged again for at least two (2) years based on the same set of facts.
   
   
6. If an Active Member refuses to resign after being requested to do so, then the Board may terminate Membership of such Active Member.

Section 6: Change in Associate Member's Business Activity.

1. Any Active Member may challenge the status of an Associate Member by request to the Membership Chairman.  Upon reviewing the complaint, the Membership Committee shall recommend to the Board whether or not Associate Member status is appropriate, taking into account whether the Member qualifies under the description of Associate Membership or the Member’s activities more closely qualify under the category of Active Membership.
   
   
2. If the Board, acting on the Membership Committee’s recommendation, determines that the Associate Membership status is no longer appropriate, then the Associate Member shall be requested to resign.
   
   
3. An Associate Member who is requested by the Board to resign may, within 30 days of notification, appeal to the Board.  The decision of a majority vote of a quorum of the Board shall be final.  Once an Associate Member’s status has been questioned and such Member has been allowed to remain an Associate Member (either by the Membership Committee or the Board), such Member’s status may not be challenged again for at least 2 years based on the same set of facts.
   
   
4. f an Associate Member refuses to resign after being requested to do so, then the Board may terminate Membership of such Associate Member.

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ARTICLE IV: OFFICERS

Section 1: Name and Duties.  The officers of the Association shall be the following:

1. President:  The President shall preside over all general and special meetings, the Board of Directors and all Board meetings, and shall be a Member of the Ethics Committee and the Nominating Committee.  The President shall be the major spokesperson for the organization and shall be the official representative of the organization to all outside bodies.  The President shall have the authority to create any special Committees and appoint all Committee chairmen and co-chairmen.  The President shall have the right to appoint spokespersons and representatives on behalf of the Association to outside groups and functions and will have primary responsibility for direction of the officers, Board Members, chairmen and activities of the Association.
   
   
2. Vice President:  The Vice President shall assist the President in leading the organization and shall be available to act as the President in the event of the President’s inability to attend any meeting or function.
   
   
3. Secretary:  The Secretary shall maintain minutes at all Association and Board meetings and present same in a completed form for filling.  The Secretary shall also supervise, if required, the activities of the Association Administrator relative to the annually filing and maintaining of all appropriate documents and records required under the Act or otherwise by the Secretary of State of Illinois, the U.S.  government, and all other agencies or groups as may be needed to comply with laws governing the existence of the Association, and the coordination of all Association mailings.
   
4. Treasurer:  The Treasurer shall be the chief financial officer of the Association, and shall supervise, if required, the Association Administrator relative to (i) the preparation of the annual budget, (ii) seeing that the budget is adhered to, (iii) collection and depositing of all funds, (iv) payment of all obligations and expenses, (v) maintaining the active and official roster and mailing lists of the Association, and (vi) maintaining the attendance records of all Members at Seminars, meetings and special functions.

Section 2: Term.  The term of office of each Officer shall be for one (1) year and shall coincide with the fiscal year of the Association, which shall be from January 1, to December 31, inclusive.

Section 3: Vacancy.  In the event the office of President becomes vacant, the Vice President shall automatically assume the position as President for the remainder of the term.  Upon the vacancy of any other office, the Board of Directors shall select one of its Board Members to fill that position for the remainder of the term.

Section 4: Qualifications.  Officers must be Active Members of the Association who have served as a Member of the Board for at least one (1) full year prior to election or appointment.

Section 5: Delegation.  Certain of the aforesaid activities of the Officers of the Association may be delegated from time to time to the Association Administrator, if appropriate, pursuant to a contract with such Association Administrator approved by the Board.

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ARTICLE V: BOARD OF DIRECTORS

Section 1: Purposes. 

1. The Board of Directors shall serve as a legislative and an executive body to carry on the business of the Association.  It shall have the responsibility of reviewing and approving or disapproving all new business, motions, policy matters, budgets, special expenditures and long-range plans which are the proper concerns of the Association.
   
   
2. The Board shall have the responsibility of initiating and reviewing Bylaws amendments and presenting them to the Active Members for approval or disapproval in accordance with Article XII of these Bylaws.
   
   
3. The Board shall be the final decision-making body on appeals to the decisions of committees and on all matters with the exception of revisions to these Bylaws.

Section 2: Structures and Operation. 

1. The Board of Directors shall consist of eleven (11) Active Members, including the four current Officers, the immediate Past President, and six (6) Directors at Large.
   
   
2. The President shall preside over all meetings and call the meetings.
   
   
3. Any Active, Honorary or Associate Member may request consideration of business or motions by the Board via written request delivered to the President.  The President shall have sole discretion to determine what Members and guests may attend all or portions of the Board meetings and to what extent they may participate in discussions.
   
   
4. A quorum of the Board shall consist of not less than 6 Members including the President.  All votes on all matters by the Board shall be majority vote.  The results of any votes and decisions reached by the Board shall be announced to the Members as soon as possible, either in writing or at the next regular meeting.  All decisions of the Board are final with the exception of Bylaw revisions, which must be approved by the Active Membership as provided in Article XII hereof.

Section 3: Term.  The term of office of each Director at Large shall be for three (3) calendar years, except that the terms of office of at least two (2) Directors at Large shall expire each calendar year.  The term of office of each other Director shall be for one (1) year to coincide with the terms of Directors who are also Officers.

Section 4: Vacancy.  In the event of any vacancy on the Board, the Board shall appoint an Active Member as a replacement Director, to serve the remainder of the term of the Director being replaced.

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ARTICLE VI: STANDING COMMITTEES

Section 4: Vacancy.  Standing Committees of the Association shall be the following:

1. Membership Committee:  This Committee shall be comprised of a minimum of three (3) Active and/or Honorary Members including its Chairman.  A quorum of this Committee shall be two (2) Members.
   
   
2. Ethics Committee:  This Committee shall be comprised of a minimum of five (5) Active and/or Honorary Members including the Association’s President.  At least two (2) Members of the Committee must at one time have served as President of the Association.  The responsibilities of this Committee may be expanded or narrowed by the President and Board, but they shall generally include the following :
   
   
   1. interpretation of the Standards of Ethical Practice in the event of any questions regarding the meaning of those Standards and/or activities as they may relate to those Standards, and the responsibility for constantly reviewing the Standards of Ethical Practice and making recommendations to the Bylaws Committee for modifications that might help clarify or otherwise improve those Standards;
      
      
   2. the providing of educational enlightenment relative to brokerage laws and standards through presentations, preparation and dissemination of written material and seminars, in conjunction with the Education Committee;
      
      
   3. the responsibility of setting up and running the official AIRE Laws and Standards Seminars as provided for in these Bylaws which is required for Membership qualification, continuing education and general education of interested individuals in the industry; and
      
      
   4. the holding of hearings regarding questions relative to and challenges of behavior applicable to the Bylaws and Standards of Ethical Practice, as well as the responsibility of taking disciplinary action as described in Article VIII of these Bylaws.
      
      
3. Bylaws Committee:  This Committee shall be comprised of not less than two (2) Active Members, shall review the Bylaws at the direction of the Board and consider any amendments proposed by the Membership and for formulating the language of proposed changes to be presented to the Board of Directors and to the General Membership for their approval.
   
   
4. Finance and Budget Committee:  This Committee shall be comprised of the newly elected President and Treasurer of the Association and the outgoing Treasurer.  It shall be their responsibility to prepare a budget for the coming year to be presented in January to the Board of Directors for the Board’s approval.
   
   
5. Publicity and Public Relations Committee:  This Committee shall be comprised of not less than two (2) Members.  It shall be their responsibility to author press releases and newsworthy articles and to see that favorable coverage is given to the activities of the Association in trade journals and other media.
   
   
6. Program Committee:  This Committee shall be comprised of not less than two (2) Members.  It shall be their responsibility, in cooperation with the President and Vice President, to schedule speakers and plan programs for Association meetings.  This Committee will be responsible for the February meeting of their assigned year as well as the January meeting of the following year.
   
   
7. Government Affairs Committee:  This Committee shall be comprised of not less than two (2) Members.  The Chairman of the Committee shall be the organization’s official representative to The Real Estate Consortium and any other affiliated organization to which the President or Board wish to have representation relative to government, legislative and.  public affairs.  In addition to representing the Association to other groups, this Committee shall be responsible for reporting of government affairs activities back to the Board and General Membership of the Association.
   
   
8. Arbitration Committee:  This Committee shall be comprised of not less than five (5) Members, two (2) of which must at one time have served as President of the Association.  This Committee shall be free to conduct both Binding and Non-Binding Arbitrations as well as hearings upon request and accordance with Article XI of these Bylaws.
   
   
9. Nominating Committee:  This Committee shall consist of at least four (4) Active Members appointed by the President, as well as the President, who shall serve as Chairman, and shall be responsible for elections and appointments of Officers and Directors as provided in Article VII hereof.
   
   
10. Communications and Technology Committee:  This Committee shall be comprised of not less than two (2) Active Members and shall be responsible for coordination of the electronic mail system and website, and all matters incident or otherwise relating thereto.
    
11. Education Committee:  This Committee shall be comprised of not less than two (2) Active Members and shall conduct the AIRE Laws and Standards Seminar in conjunction with the Ethics Committee and such other seminars as the Board directs.

Section 2: Additional or Special Committees.  The President shall have the right to create any additional or special Committees as the President deems necessary, and to combine any of the above Committees.  Unless there are extenuating circumstances or significant activity in a given year, it is recommended that the Ethics, Bylaws and Arbitration Committees be combined into a single Committee with a single Chairman.

Section 3: Appointments.  Members of the Association’s standing and special Committees and the Chairpersons thereof shall be appointed by the President as soon as possible following the President’s election to office.  The President shall invite input from the Board and General Membership and consider said input when making appointments.  Any appointment of the President may be overridden by the Board by a vote of at least 2/3 of the Directors.  Once a Chairman and Committee have been selected, the Board may remove or replace any existing Chairman or Member by a vote of at least 2/3 of the Directors.  No more than two (2) Members of each Committee shall be from the same company.

Section 4: Elections. 

1. If there are no opposing slates or individuals nominated prior to October 15 of each year, then the Nominating Committee’s slate shall be automatically approved.  If there are opposing nominations from groups of three (3) Active Members as provided in Section 2 of this Article VII, then the Secretary shall mail ballots out to the Active Members prior to November 1 of such year.  The ballots shall contain the Nominating Committee’s slate and the name of all opposing nominees for each specific position.  The President shall determine the form and order of the ballot.
   
   
2. In voting for Directors, the list of names of all persons nominated for a specific term shall be grouped and the one(s) with the most votes shall win.  For example, if there are two (2) positions open and four (4) nominees, the two (2) with the most votes win.  In election of Officers, the one (1) with the most votes wins each position.
   
3. Ballots must be marked, signed and returned to the  Association Administrator, by mail or otherwise as directed in said notice to Members prior to the November meeting.  Only ballots from Active and Honorary Members shall be counted.  The President shall vote to elect Officers and Directors only to break ties.  The President shall announce the results at the November meeting.

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ARTICLE VII: NOMINATION AND ELECTION PROCEDURES

Section 1: Nominating Committee.  The Nominating Committee shall convene in September to select a slate of Officers and Directors and provide written notice of said slate to the General Membership prior to October 15 of such year.

Section 2: Nominations From The Active Members.  Any group of three (3) Active Members may place opposing slates or individuals into nomination by written notice to the Nominating Committee prior to October 15 of each year.

Section 3: Elections.

1. If there are no opposing slates or individuals nominated prior to October 15 of each year, then the Nominating Committee’s slate shall be automatically approved.  If there are opposing nominations from groups of three (3) Active Members as provided in Section 2 of this Article VII, then the Secretary shall mail ballots out to the Active Members prior to November 1 of such year.  The ballots shall contain the Nominating Committee’s slate and the name of all opposing nominees for each specific position.  The President shall determine the form and order of the ballot.
   
   
2. In voting for Directors, the list of names of all persons nominated for a specific term shall be grouped and the one(s) with the most votes shall win.  For example, if there are two (2) positions open and four (4) nominees, the two (2) with the most votes win.  In election of Officers, the one (1) with the most votes wins each position.
   
   
3. Ballots must be marked, signed and returned to the  Association Administrator, by mail or otherwise as directed in said notice to Members prior to the November meeting.  Only ballots from Active and Honorary Members shall be counted.  The President shall vote to elect Officers and Directors only to break ties.  The President shall announce the results at the November meeting.

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ARTICLE VIII: DISCIPLINE

Section 1: In General.  Any Member of the Association may be reprimanded, suspended or have Membership terminated for sufficient cause by the Ethics Committee.

Section 2: Cause.  Sufficient cause is hereby declared to be:

1. Any conviction by a court of competent jurisdiction of a felony or fraud.
2. Violation of the Bylaws or Standards of Ethical Practice of the Association.
3. Being an employee, principal or salesperson with a firm with a policy in violation of the Bylaws and Standards of Ethical Practice of the Association.
4. Being an employee, principal or salesperson with a firm where there are individuals who have been shown, to the satisfaction of both the Ethics Committee and the Board, to operate in violation of the Bylaws and Standards of Ethical Practice of the Association.
5. Refusal to cooperate, appear or abide by decisions in conjunction with disputes, challenges to Membership status, or arbitration that may be elected pursuant to Article XI hereof.

Section 3: Ethics Committee Action. 

1. Any Member may request the Ethics Committee to consider a reprimand or other disciplinary action by presenting a written request to the Chairman of the Ethics Committee.  The Ethics Committee shall determine whether a complaint has sufficient justification for consideration.  If the Ethics Committee does not believe the matter warrants consideration, no further action may be taken in the matter.
   
   
2. The Ethics Committee shall determine procedures to obtain evidence and testimony regarding any complaints and shall, before any party is found guilty of any ethics or Bylaws violations, give that party an opportunity to appear before the Ethics Committee and present such party’s case.
   
   
3. The Ethics Committee shall have the following options after hearing all the evidence relative to a complaint:
   
   
   1. The Ethics Committee may find that there was no violation and/or that no action is warranted and shall drop the matter.  Once a complaint has been considered by the Ethics Committee and dropped, no further action may be taken relative to the specific complaint.
      
      
   2. The Ethics Committee may find that while there was a violation of the Bylaws or Standards of Practice, no disciplinary action is warranted either because the offending party has taken sufficient steps to make amends for said violation or because of extenuating or unusual circumstances in conjunction with the violation.
      
      
   3. The Ethics Committee may determine that a reprimand is in order.  The Committee Chairman shall notify the Member and the Board that the Ethics Committee has determined that the Member’s activity(ies) have been found to be in violation of the standards of the Association but not so severe as to warrant suspension or expulsion at such time.  The reprimand shall include a warning that further or continued activity of the objected nature could result in suspension or expulsion.  The reprimand may also include recommendations and suggestions as to how to make reasonable amends for violations and how to prevent further occurrences in the future.  The Ethics Committee shall have the option of notifying the sales manager, partner or chief executive officer of the company employing the Member in the hope that additional influence, if recommended, be put on the Member and other persons in that company who may be guilty of similar violations.
      
      
   4. By majority vote, the Ethics Committee may determine that specific disciplinary action be taken.  Disciplinary action may be suspension of membership or full expulsion, or other action deemed appropriate by the Ethics Committee.  In the case of Associate Members, it may be the barring of a specific person as Designee.
      
      
   5. In the case of a violation of the Standards of Ethical Practice or Bylaws by an individual who is not a Member of the Association, as provided.  in Section 2D of this Article VIII, the Ethics Committee may determine that all Members of such non-member’s firm be reprimanded, suspended or expelled.
      
      
4. In the event of suspension, expulsion or barring of a Designee, the Ethics Committee Chairman shall provide written notification of such action to the disciplined Member, with a copy to the Board via the President.  The notification shall inform the party that unless such party appeals the decision of the Ethics Committee to the Board, by written notification to the President, within 15 days after receipt of said notice, the disciplinary action shall become final.
   
   
5. If the President receives a written appeal as stated above, the President shall invite the subject of the discipline to appear before the Board to allow that person to present such person’s case.  The Chairman or other Members of the Ethics Committee shall also appear to discuss the decision of the Ethics Committee, and the President may also determine to have other parties appear to provide information and testimony.  A majority of a quorum of the Board shall decide the matter.  The Board may determine to discipline as recommended by the Ethics Committee, may determine to impose a lesser discipline, may determine to reprimand instead of taking disciplinary action, or may determine that no disciplinary action or reprimand be made.
   
   
6. If no appeal of the Ethics Committee decision has been made to the Board, or once the Board has voted on an appeal, there can be no further action on the complaint.
   

Section 4: Refund of Dues.  In the event of the expulsion of any Member pursuant to this Article VIII, the prorated portion of such expelled Member’s dues for such calendar year shall be refunded to such expelled Member.

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ARTICLE IX: MEETINGS AND QUORUMS

Section 1: Quorum.  A quorum for any meeting of the Association where Members are invited or required to vote on a substantial matter shall consist of twenty-five (25%) percent of the Active and Honorary Membership in person.

Section 2: Voting.  All voting, except election of Officers and Members which shall be by secret ballot, shall be conducted by a show of hands unless any Active or Honorary Member shall request the voting to be conducted by ballot.  Any Active or Honorary Member who is unable to attend a regular meeting at which a vote is to be taken may present such Member’s vote in writing to the President prior to the meeting at which the vote is taken.  At the direction of the Board, all votes where balloting is required or requested may be done pursuant to a notice from the Board setting forth the procedure therefor, including the time by such ballots must be received by the Board and the place to where such ballots must be mailed or delivered.

Section 3: Meetings.  Association meetings shall be held at such times and places as designated by the Board.  An annual meeting shall  in November of each year.

Section 4: Special Meetings .  A special meeting of the General Membership may be called by (i) a majority of the Board, (ii) the President, or (iii) ten (10%) percent or more of the Active Members.

Section 5: Notices of Regular Meetings.  All notices of regular meetings of the Members or special meetings called by the Board of Directors or the President shall be given not less than five (5) nor more than sixty (60) days before the date of the meeting.  The notice shall specify the place, date and hour of the meeting and, when applicable, those matters which the Board of Directors intends to present for action by the Members.

Section 6: Notices of Special Meetings.  If a special meeting is called by the Members, the request shall be transmitted, in writing, specifying the general nature of the business proposed to be transacted, to the President.  The President shall cause notice to be given promptly to the Members in accordance with the provisions of these Bylaws that a meeting will be held, the date of which shall not be less than twenty (20) nor more than sixty (60) days following the giving of such notice.  If the notice is not given within five (5) business days after receipt of the request, the Members requesting the meeting may give the notice.

Section 7: Content of Notices.  If the proposed action to be taken at any Membership meeting is for action on any of the following, the notice shall also state the general nature of the proposal, and Member action on such items shall be invalid unless the notice, or written waiver of notice, states the general nature of the proposal(s):

1. Removing a member of the Board of Directors without cause; or
2. Amending the Articles of Incorporation or Bylaws.

Section 8: Delivery or Mailing of Notices.  Notice of any meeting of Members shall be given as described in Article XII hereof, to each Member either at the address of that Member appearing on the books of the Association, or the address given by the Member to the Association for the purpose of notice.

Section 9: No Proxies.  No proxy votes shall be allowed at meetings of the General Membership or Board of Directors.

Section 10: Conflict of Interest.  No member of the Board of Directors shall vote on a matter in which such Director has a material or other special interest, nor may such Director’s presence be counted for purposes of establishing a quorum for voting on such a matter.

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ARTICLE X: FUNDS

Section 1: Deposits.  All funds of the Association, including any special funds contributed to it by its Members, shall be deposited in the Association’s account at a bank to be designated by the Board of Directors.  The Treasurer shall make due accounting to the Board at such times as may be requested by the President, based on statements and other information received from the Association Administrator.

Section 2: Expenditures.  The funds of the Association shall be expended in accordance with a budget approved by the Board prior to the February meeting of the Association.  Any expenditures not authorized in the budget shall be permitted by a vote of 2/3 of the Directors.

Section 3: Signing of Checks.  Any checks or withdrawals exceeding $5,000.00 shall be co-signed by both the Treasurer and the President.  Either the Treasurer or the President shall be authorized to sign checks or make withdrawals in the amount of $5,000.00 or less.

Section 4: Statements.  The Association Administrator shall maintain all monthly bank statements, and upon request of the Board shall promptly forward same to the President, the Board, or any other party designated by the Board.

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ARTICLE XI: ARBITRATION AND HEARINGS

Section 1: Purpose.  The Arbitration Committee shall have the right and responsibility to conduct Binding Arbitration as well as hearings to help resolve conflicts between Active, Honorary and Associate Members, and Members of the firms affiliated with said Members.

Section 2: Hearings.  Members may make a request to the Arbitration Committee for an informal hearing (“Hearing”) relative to any question or dispute.  The Arbitration Committee shall determine the form of the Hearing, and the purpose of the Hearing shall be a one-time meeting to allow both parties to discuss their side in any dispute without cost and without obligation, and to get input, suggestions and advice that might help settle the dispute or any questions relative to the dispute.  The Chairman of the Arbitration Committee and the parties involved in such dispute shall determine which Members of the Arbitration Committee or Association shall be present during a Hearing.  All matters discussed at a Hearing shall be treated as confidential.

Section 3: Binding Arbitration. 

1. Both parties involved in a dispute may agree to and request Binding Arbitration.  A Hearing, as described in Section 2 of this Article XI, shall not be a prerequisite for Binding Arbitration.  A request for Binding Arbitration must be made in writing to the Chairman of the Arbitration Committee and be signed by the manager, partner or duly-authorized party of the company with which each party is associated.
   
2. The Board of Directors may adopt and maintain a Binding Arbitration Manual with rules and regulations for the implementation of Binding Arbitration.  These rules shall include, but not be limited to, the selection of either three (3) or five (5) arbitrators, the arbitration procedure and the award and enforcement and costs of arbitration, although the parties in dispute have the right to insist that a Member be disqualified as an arbitrator if such Member was involved in a Hearing relating to the same dispute or if such Member is affiliated with the same company as either party to the Arbitration.  The rules and regulation manual, once adopted, may not be revised except by approval of not less than 2/3 vote of the Board.  In the event no rules and regulations manual is adopted or in force, implementation of Binding Arbitration shall be in accordance with the rules and regulations of the American Arbitration Association.

Section 4: Conflicts.  The Association shall not hear grievances or arbitrate disputes between individuals of the same firm or branch thereof, or between a firm and its former sales associates as to matters originating during the period of employment.

Section 5: Failure to Attend or Cooperate.  Failure to attend or cooperate as required in any Binding Arbitration or Hearing is sufficient cause for disciplinary action as provided for in Article VIII of these Bylaws.

Section 6: Action of Arbitration Committee.  If, during the course of any Arbitration or hearing, the Arbitration Committee determines that there may well have been breaches of these Bylaws or Standards of Ethical Practice sufficient, in its opinion, to warrant possible disciplinary action, the Arbitration Committee shall have the right and responsibility to initiate such action before the Ethics Committee.

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ARTICLE XII: AMENDMENTS

Section 1: Voting on Amendments.  The Articles of Incorporation and/or these Bylaws may be amended or revised by the Board of Directors as follows:

Section 2: Procedure.  The Articles of Incorporation and/or these Bylaws may be further amended in the following manner:

1. Amendments may be proposed by any Member in good standing.  Such proposed amendments must be in writing, and must be signed by at least ten (10%) percent of the Members in good standing.
   
   
2. Such proposed amendments shall be submitted to the Board of Directors for consideration at its next regularly scheduled meeting.  If approved by the Board of Directors, the proposed amendments shall be submitted to the General Membership.  A majority affirmative vote of the Members eligible to vote shall be required for approval of the amendments.

Section 3: Filing with Secretary of State.  Upon adoption of any amendment or revision which is required under the Act to be filed with the Secretary of State of Illinois, any documents required to be filed by the Act relating to such amendment shall be so filed.

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ARTICLE XIII: NOTICE

All notices, transmissions, requests and other notifications referred to herein or provided for hereunder may be hand delivered or sent by U.S. mail, recognized overnight courier, facsimile or electronic mail or other electronic transfer, or a combination of the foregoing, so long as same is designed by the sender to reach all parties required to receive such notification or request.  Facsimile or electronic mail notifications or requests shall be deemed to be in writing for the purposes of these Bylaws.  Notices or other requests, transmissions or notifications shall be deemed received on delivery.

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ARTICLE XIV: EFFECTIVE DATE

These Bylaws shall become effective immediately upon being adopted.

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AMENDED AND RESTATEDBYLAWS OF
THE ASSOCIATION OFINDUSTRIAL REAL ESTATE BROKERS

Adopted: November, 2001
Prepared By:  The Bylaws Committee in conjunction with:       

Lawrence M. Gritton
Katz Randall Weinberg & Richmond
333 West Wacker Drive, Suite 1800
Chicago, Illinois 60606
(312) 807-3800
Fax:  (312) 807-3903