A. Brokerage Members. Real estate brokers may be regular members of this Association if: (a) They are licensed under the laws of either the states of Washington, Oregon, Montana, Alaska or Idaho; or the Province of British Columbia; and (b) They have paid the membership fee.
Applications for membership shall be on the Association's standard form, and shall include an undertaking on the part of the applicant to abide by the Articles of Incorporation, Bylaws and Rules of the Association and amendments thereto.

B. Participating Agents. Real estate licensees in a member office may be listed with CBA as participating agents. These agents will, upon payment of attendant fees, have full access to all services under the brokerage member's office. Agents may be added or deleted with the authorized signature of the brokerage.
If a participating agent changes offices, the brokerage must notify CBA in writing to inactivate said agent before the monthly dues can be changed.
A participating member changing offices will not be a participating agent unless the new office is a CBA member, or makes application to join the Association.

C. Associates. The following may become associate members upon payment of the then membership dues in accordance with the dues schedule:

• Title insurance companies
• Escrow companies
• Financial institutions
• Appraisers
• Building contractors
• Licensed architects
• Professional engineers
• Environmental Service Companies

D. Assignment. Membership in this Association is not assignable. Upon resignation or other termination of membership, the member shall no longer have any proprietary or other rights in respect to the Association; shall not be entitled to any refund of the membership fee or other payments; or to participate in any distributions, in liquidation or otherwise, by the Association.

E. Resignation. Resignation shall be in writing, and will be effective at the end of the month received. Neither the membership fee nor dues paid shall be prorated or refunded. Any services ordered by or for the member prior to the date of receipt of written notice of resignation, shall be charged to the member.

F. Changes in Ownership. The Association must be notified in writing of any change of the designated broker and/or ownership or control of a member.

The service area of this Association shall be Washington, Oregon, Idaho, Montana, British Columbia and Alaska or as established, from time to time, by the Board of Directors.

The only significance of the Association's territory is that it is the area within which: (a) Exclusive listings taken by members must, as provided in the Rules, be turned into the Association for dissemination to the other members; and (b) The Association must provide member services without special charge to the member, regardless of their geographic area.

A. Number. There shall be sixteen (16) Directors of the Association, one of whom shall be the immediate Past President.

B. Qualifications. At least ten Directors must be real estate licensees who are: (i) CBA members, (ii) An officer or partner of a CBA member, or (iii) A branch or commercial manager of a CBA member. The 11th (eleventh) Director of the Board may be a licensed real estate agent who is associated with a CBA member. The remaining Directors may be licensed real estate agents. All Directors must be actively engaged principally in commercial, industrial and/or investment real estate practice.

Provided, however, that Board members who are not CBA members, may not hold office.

C. Election and Term. The immediate Past President shall automatically become a Director for a term of one year commencing on February 1. In addition, four Directors shall be elected by the members at each annual meeting, and shall serve for a term of three years.

D. Vacancies. Any vacancies occurring on the Board of Directors may be filled by a majority vote of the remaining Directors. A Director so elected shall serve for the unexpired term of his predecessor.

E. Regular Meetings. Regular meetings of the Board of Directors shall be held in the third week of each month, at such day, time and place as shall, from time to time, be designated by the Board of Directors. Upon each Director being notified, in writing or otherwise, of the place of meetings, no further notice of the meetings need be given to any Director unless the date, time or place is changed. Provided, however, that if a meeting place is not available or for other reasons it is inconvenient to hold the meeting in the third week of each month, the President may, on advance notice to the Directors, schedule the meeting for another day and/or time.

F. Special Meetings. Special meetings of the Board of Directors may be called at any time by or at the request of the President or any three Directors. The persons calling the special meeting shall give notice of the purpose thereof to voting members of the Association. The Secretary shall then fix the date, place and time of the meeting and give notice thereof, and of its purpose, to all of the Directors at least five days in advance of the meeting.

G. Informal Action. Any action which must or might be taken at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or committee members as the case may be.

H. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting.

I. Compensation. In the discretion of the Board, Directors may be reimbursed for their expenses of attendance at Board meetings or industry conferences.

J. Submission of Acts to Approval of Shareholders. The Board of Directors, in its discretion, may submit any contract, resolution or act or proposition for approval or ratification at any meeting of the shareholders and unless otherwise specifically provided by law, any contract, resolution, act, or proposition that shall be approved or ratified by the majority vote of the members present at that meeting shall be as valid and binding as if it had been approved or ratified by every member of the Association and by the Board of Directors.

K. Committees. The Executive Committee shall consist of, but not be limited to, the President, Treasurer and Executive Director. The Board of Directors may, by resolution, designate from among its members other committees, consisting of 2 or more Directors, which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in respect to the matters provided in said resolution on which the committee is authorized to act. Provided, however, that no such committee shall have the authority to change the Bylaws or Rules; to amend, alter or repeal any resolution or other action of the Board of Directors; or do any act prohibited by Statute.

The appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

L. Failure to Attend - Resignation. Failure of a Director to attend three (3) consecutive regular or special meetings of the Board or who is not a member in good standing shall automatically constitute resignation as a Director.

M. Nomination Procedure.

1. Nominating Committee. At each September Directors meeting, the Board of Directors shall appoint a Nominating Committee consisting of four persons, one of whom shall be the immediate Past President who shall act as Chairperson of the Committee. If the immediate Past President is unable or unwilling to serve as such, the President shall designate another Chairperson. The Committee shall meet and nominate at least one person for each Directorship to be filled, and shall present their slate to the Directors for approval, no later than the October Directors meeting. The slate so nominated shall be published, in the CBA Monthly Association Update, or otherwise, to the membership at least thirty days in advance of the annual membership meeting.

2. Other Nominations. Other persons meeting the qualifications for election as a Director may have their names placed in nomination at the annual membership meeting by submitting to the Secretary/Treasurer, at least thirty days in advance of the annual meeting, a petition signed by at least twenty CBA members. The petition shall also be signed by the nominee to show his/her consent to the nomination. Nomination by the Committee or written petition are the only means of placing a person's name in nomination. Nominations will not be accepted from the floor.

A. Number. The officers of the Association shall be a President, a First Vice-President, a Second Vice-President, and a Secretary/Treasurer. In addition to the foregoing, the Board of Directors may elect assistant or other officers.

B. Term. Officers shall be elected by the Board of Directors and shall serve for a term of one year commencing at such time, within forty-five days of the date of their election, as shall be fixed by the Board.

C. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

D. Qualifications. No person may serve as an officer of the Association unless he is also a Director.

E. President. The President shall be the managing executive officer of the Association and shall, subject to the ultimate authority of the Board of Directors and/or any executive or other committees appointed by it, have general charge of the business of the Association.

The President shall, together with the Secretary, execute all documents and instruments which are required in the ordinary course of the Association's business, or which are required by law to be executed by the Association.

F. First Vice-President. In the absence of the President, or his inability or refusal to act, the First Vice-President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

G. Second Vice-President. In the absence of the First Vice-President, or his inability or refusal to act, the Second Vice-President shall perform the duties of the First Vice-President and, when so acting, shall have all of the powers of and be subject to all of the restrictions upon the First Vice-President. The foregoing authority includes the authority to act as President in the absence of both the First Vice-President and the President.

H. Secretary/Treasurer. The Secretary/Treasurer shall, in person or through an Assistant Secretary, or the Executive Director: (1) Keep the minutes of all member and shareholder meetings; (2) give all notices which must be given under the Bylaws or by statute; (3) be custodian of the corporate minutes, records and seal and the financial records of the Association; (4) have charge of and custody of all funds and securities of the Association; (5) give receipts for money due and payable to the Association, and deposit all such monies in the name of the Association in such banks as shall be selected by the Board of Directors; and (6) in general, perform all of the duties incident upon the offices of Secretary and Treasurer under state law and as are customary with corporations.

I. Assistant Secretary/Treasurer. Any Assistant Secretary, Assistant Treasurer or Assistant Secretary/Treasurer, when elected, may act in the absence, death, inability or refusal to act of the Secretary/Treasurer.

J. Executive Director. The Board of Directors may appoint a person to act as Executive Director of the Association and shall fix a salary for such services.

No officer, Director or member of the Association may be its Manager.

A. Annual Meeting. The annual meeting of the members of the Association shall be in January of each year at such time and place as the Board of Directors shall fix.

If said day is a legal holiday in the State of Washington, the meeting shall be held on the next business day.

B. Notice. Notice of the time and place of the annual meeting, with a proxy ballot, shall be given to the membership at least twenty days and not more than fifty days in advance of the meeting.

C. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or twenty-five percent of the members in good standing.

D. Quorum. 10% (ten percent) of the brokerage members of the Association, present in person or by proxy, shall constitute a quorum for the transaction of business at any annual or special meeting of the members.

The vote of a majority of the members present, in person or by proxy, shall be necessary for the adoption of any matter, unless a greater proportion is required by Statute.

E. Informal Action. Any action which must or might be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members.

A. General. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members.

B. Election of Directors. In election of Directors, each member shall be entitled to one vote for each Director to be elected. Votes may not be cumulated.

C. Proxies. Members may vote in person or by proxy. A proxy, to be valid, must be in writing; signed by the member; and submitted to the Association prior to voting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

D. Mail. Election of Directors may, in the discretion of the Board of Directors, be conducted by mail. In such case, a written ballot shall be sent to each member at least twenty days in advance of the date for canvas of the votes. The written ballot shall contain the names of the candidates and shall provide space for the member to vote for other candidates of his choice.

A. Deposits. All funds of the Association, other than a reasonable amount for petty cash, shall be deposited, in the name of the Association, in such banks or other depositories as the Board of Directors shall select.

B. Checks. All disbursements by the Association, other than small amounts from petty cash, shall be by check, drawn direct to the ultimate payee, and signed by the Executive Director and one officer of the Association. In the absence of the Executive Director, two officers of the Association may sign checks. Provided, however that a small check maximum as shall be fixed from time to time by the Board of Directors, may be signed by the Executive Director alone.

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by the Board of Directors with the majority vote of the membership.

Provided, however, that no such action may be taken by the membership unless: (a) It is referred to the membership by the Board of Directors; or (b) Upon written request signed by at least twenty members and given to the Association at least twenty days prior to the meeting at which it is to be acted upon.

Membership fees, dues and/or other charges; the time for payment thereof; and procedures in the event of delinquency; shall be established, from time to time, by the Board of Directors.

A. Duty to Arbitrate. It is the duty of the members of this Association (and each so agrees) to submit all controversies involving commissions, between or among them to binding arbitration by the Association, rather then to bring a suit to law. The foregoing includes controversies which arose prior to one of the parties becoming a member.

The term "commissions" as used above means commissions or fees arising from the real estate brokerage business as the same is now or in the future defined in RCW 18.85.010(1); together with interest and out-of-pocket costs or expenses related thereto. The terms shall include commissions or fees actually paid, as well as commissions or fees lost as a result of the acts of another member.

Accordingly, no members may institute legal action involving such a controversy against any other member without the prior approval of the Board of Directors.

B. Inter-Multiple Arbitration. It is also the duty of members to submit to arbitration all controversies involving commissions (as defined above), between or among them and members of other Multiple Listing Services, Boards or similar organizations which extend reciprocal privileges to members of this Association and whose arbitration procedures have been approved by the Board of Directors. In such cases, the Multiple Listing Service receiving the complaint will refer it for arbitration under the Rules of any Multiple which published the listing and in whose territory the listing was located. The Arbitration Panel shall be composed of six persons - three of whom are members of and designated by each Multiple. The Chairperson of the Panel shall be one of the six panelists and shall be designated by the Multiple conducting the arbitration.

C. Former Members - Must Still Arbitrate. In the event of the resignation or expulsion from membership of a party to a controversy, subsequent to the date on which the controversy arose or the rights of the parties became fixed, the Association shall continue to have exclusive jurisdiction to arbitrate the controversy. The decision of the Arbitration Panel shall be final and conclusive in the same manner as if resignation or expulsion had not occurred.

D. Arbitration Procedures & Rules. The Board of Directors shall adopt and, from time to time, amend rules and procedures governing arbitration.

All violation of the Bylaws or Rules of the Association shall subject the member to Disciplinary action, in accordance with Rules Adopted and, from time to time, amended by the Board of Directors.

The Board of Directors shall, from time to time, adopt, amend, maintain and enforce Rules and Regulations relating to the conduct of the business of the Association, forms, reporting listings and sales, presentation of offers, division of commissions, advertising, and other matters related to listings processed through the Association. Such Rules and Regulations shall be binding on all members following announcement of adoption or amendment thereof.