Offices

Section 1. Registered Office. The registered office of Minnesota Commercial Association of Real Estate (the “Association”) in the State of Minnesota shall be as stated in the Articles of Incorporation of the Association (the “Articles”), or such other place within the State as the Board of Directors may designate from time to time.

Section 2. Principal Office. The principal office of the Association shall be at such place in the State of Minnesota as the Board of Directors shall designate from time to time. The business of the Association shall be transacted from the principal office, and the records of the Association shall be kept there.

Section 3. Other Offices. The Association may have such other offices within and without the State of Minnesota as the Board of Directors may determine.

Meetings of Members

Section 1. Annual Action. The Licensed Members of the Association shall elect the Directors whose terms are expiring each year either though written action or ballot, or at the annual meeting on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting.

Section 2. Meetings. Meetings of the Licensed Members, for any purpose or purposes appropriate for action by Licensed Members, may be called by the President, by two or more members of the Board of Directors, or by 50 or more Licensed Members of the Association (or 10% of Licensed Members, whichever is less). A person or persons entitled to call a meeting of the Members may make a written request to the Secretary to call the meeting. The Secretary shall give written notice of the meeting in the manner provided below, and the meeting shall be held within thirty (30) days but not less than fourteen (14) days after receipt of the request to call a special meeting. If the Secretary fails to give notice of the meeting within three (3) days from the day on which the request was received by the Secretary, the person or persons who requested the meeting may fix the time and place of meeting, and give notice thereof.

Section 3. Notice of Meetings. Except where a meeting of all Members is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of Members stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each Member of record entitled to vote at such meeting not less than fourteen (14) nor more than sixty (60) days prior to the date of such meeting.

Said notice shall include proposed agenda items, but the failure to include an agenda item in the notice shall not prevent action from being taken with respect to such item.

Notice shall be delivered personally, sent by facsimile communication to a telephone number at which the Member has consented to receive notice, sent by electronic mail to an electronic mail address at which the Member has consented to receive notice, posted on an electronic network on which the Member has consented to receive notice together with a separate notice to the Member of the specific posting, mailed, first class postage prepaid or by such other means as the Secretary deems fair and reasonable under the circumstances. Notice is effective when given.

Any Member may waive notice of any meeting of Members. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a Member at a meeting is a waiver of notice of that meeting, except where the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 4. Quorum. The number of Licensed Members present in person or by proxy shall constitute a quorum at a meeting of Members for the purpose of taking any action other than adjourning such meeting. If a quorum of Members is not represented at a meeting, the Members present shall constitute a quorum for the sole purpose of adjourning such meeting, and the majority of the Members so present may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting if a quorum had been present, may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented.

Section 5. Voting. Each Licensed Member is entitled to one vote. The Members shall take action by the affirmative vote of a majority of Licensed Members present in person or by proxy and entitled to vote on the action at a duly held meeting of the Members, or by written ballot as provided in Section 6, below, except where a different vote is required by law, the Articles, or these Bylaws. Proxy voting is permitted and shall be conducted in accordance with Minnesota Statutes 317A.453 or its successor statute.

Section 6. Action by Written Ballot. An action that may be taken at a regular or special meeting of Members may also be taken without a meeting if the Association mails or delivers to every Licensed Member a written ballot describing the proposed actions and providing an opportunity to vote for or against each proposed action. Solicitations under this Section shall indicate the number of responses necessary to meet quorum requirements, the percentage of approvals necessary to approve each action and the time by which the ballot must be received by the Association to be counted. Approval under this section is valid only if the number of ballots received equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting of which the total number of votes cast was the same as the number of votes cast by ballot. Written ballots may be delivered personally, sent by facsimile communication, sent by electronic mail, posted on an electronic network together with a separate notice to the Licensed Member of the specific posting, or mailed, first class postage prepaid.

Board of Directors

Section 1. General Powers. The business and affairs of the Association shall be managed by or under the direction of a Board of Directors. In addition to the powers conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all powers of the Association and perform all acts which are not prohibited to it by law, by the Articles or by these Bylaws, all as may be amended.

Section 2. Number. The Board of Directors of the Association shall be composed of not less than three (3) nor more than seventeen (17) members, including ex officio Directors, as determined from time to time by the Board of Directors of the Association. No decrease in the number of Directors pursuant to this section shall effect the removal of any Director then in office.

Section 3. Qualifications. Directors may only be natural persons and a majority of Directors must be adults. Each Director shall demonstrate his or her willingness to accept responsibility for governance and his or her availability to participate actively in governance activities. Directors shall be selected to bring a variety of interests and expertise to the Association. The President, President-Elect, and Past President of the Minnesota Commercial Property Exchange, Inc., each shall be an ex officio voting member of the Board of Directors. No vacancy in the office of any ex officio Director shall render any Board action void or voidable.

Section 4. Term of Office. Except for ex officio Directors, the Directors shall be elected to three (3) year terms in accordance with the procedures in Section 5 of this Article (the “Elected Directors”). The Elected Directors shall be divided into three (3) groups, based on the length of the term to be served by such Elected Directors, so that the terms of office of approximately one-third of the Elected Directors shall expire each year. An Elected Director’s term shall expire at the annual meeting of Directors held in the year in which the Elected Director’s group must stand for reelection. Each Elected Director shall serve until the expiration of his or her term of office, and thereafter until a successor has been elected and qualified, or until the earlier death, resignation, removal or disqualification of the Elected Director. The initial term of Group I Directors shall expire December 31, 2010; the initial term of Group II Directors shall expire December 31, 2011; and the initial term of Group III Directors shall expire December 31, 2012. Following expiration of the initial term of each group, the successor Elected Directors of each group shall thereafter be elected by the Board of Directors for a term of three (3) years.

Section 5. Election of Directors. The President, with the approval of the Board of Directors, shall appoint a Nominating Committee. It shall be the duty of the Nominating Committee to nominate a slate of candidates sufficient to fill the vacancies to be caused by the expiration of the terms of the members of the class of Elected Directors that must stand for election each year, and at least one candidate for each vacancy on the Board of Directors caused by any reason other than the expiration of such term.

(a) No incumbent shall be eligible to succeed him/herself for election as a Director.

(b) Licensed Members shall be mailed or e-mailed the report of the Nominating Committee prior to the annual election of Directors. Additional nominations may be made by petition of not less than fifty (50) Licensed Members of the Association. Such petitions must be received at the Association no later than fifteen (15) days after the Nominating Committee report is distributed. Any nomination so made shall be added to the list of nominees published in alphabetical order to be voted upon by Licensed Members of the Association.

(c) A ballot bearing the names of Association members nominated, either by the Nominating Committee or by petition, shall be delivered to Licensed Members in good standing in accordance with Article III, Section 6 of these Bylaws. A ballot delivered electronically to the Licensed Members under this paragraph shall be deemed delivered when directed to an e-mail address at which such member has consented to receive communications from the Association. A ballot delivered by a Licensed Member to the Association by e-mail is valid only if delivered to the principal place of business of the Association, or to an officer or agent of the Association authorized by the Association to receive the communication; and only if the communication sets forth information from which the Association can reasonably conclude that the communication was sent by the purported sender.

(d) An organizational meeting for the following year consisting of the Board of Directors, and the newly elected Directors will be held in conjunction with the meeting of the Board of Directors. At that meeting the Directors shall elect a President, President-elect, Secretary and Treasurer to serve a one year term and who will take office at the first meeting of the next year.

Section 5. Vacancy. If the office of any Elected Director becomes vacant for any reason, the Board of Directors may choose a successor by the election of a Director by the remaining Directors of the Association, or the Board of Directors may leave such position vacant so long as the number of Directors does not fall below the minimum number of Directors set forth in Section 2 of this Article. A Director elected to fill a vacancy shall hold office until the next election of members of the class of Elected Directors which contains the vacancy.

Section 6. Removal of Directors. An Elected Director of the Association may be removed, at any time, with or without cause, upon the affirmative vote of a majority of all Directors of the Association then in office, excluding the Director proposed for removal. An ex officio Director may be removed with or without cause by the unanimous affirmative vote of all Directors of the Association then in office, excluding the Director proposed for removal.

Section 7. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Secretary of the Association. Such resignation shall be effective upon delivery, unless a later date is specified in the notice.

Section 8. Compensation. Directors shall not receive compensation from the Association for services as a Director. Notwithstanding the foregoing, Directors shall be entitled to reasonable compensation for services rendered to the Association in any other capacity, provided that all appropriate disclosures are made and the Association’s conflict of interest policy is followed. No part of the compensation of an employee of the Association who also is a Director of the Association shall be compensation for services as a Director. The Association shall be entitled to purchase officers’ and Directors’ liability insurance without obtaining reimbursement of all or any part of the premium without violating these Bylaws.

Section 9. Confidentiality. From time to time, confidentiality at meetings of the Board of Directors of the Association may be vital to promoting free and candid discussions, deliberations, records and other information generated in connection with the activities of the Board. The Chair of the Board, President, or the Association’s legal counsel may designate certain agenda items or topics as confidential. Members of the Board of Directors shall make no disclosure with regard to these confidential items or topics except as authorized by the Chair of the Board, President, or by the Association’s legal counsel. For all other agenda items or topics, Directors shall exercise prudent judgment with regard to whether the information should be disclosed to others.