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BYLAWS OF THE HOUSTON REALTORS INFORMATION SERVICE,INC. (THE “CORPORATION” OR “HRIS”)Table of ContentsARTICLE I—Offices . 4ARTICLE II—Shareholder and Shareholder Meetings . 42.01 Shareholder . 42.02 Place of Meetings . 42.03 Annual Meetings. 42.04 Notice of Meeting . 42.05 Special Meetings. 42.06 Quorum . 42.07 Voting . 4ARTICLE III—Directors . 53.01 General Powers . 53.02 Number and Qualification of Directors . 53.03 Election and Term of Office . 53.04 Vacancies . 53.05 Removal of Directors . 53.06 Place of Meetings . 53.07 Regular Meetings . 53.08 Special Meetings - Call and Notice . 63.09 Quorum . 63.10 Board Action Without Meeting . 63.11 Adjournment – Notice . 63.12 Conduct of Meetings. 63.13 Presumption of Assent . 63.14 Reimbursement . 63.15 Other Committees . 63.16 Subcommittees. 7ARTICLE IV—Officers . 74.01 Title. 74.02 Election . 74.03 Removal and Resignation . 74.04 Vacancies . 74.05 Chair . 71

4.06 Vice-Chair . 74.07 Secretary-Treasurer. 84.08 Other Duties . 8ARTICLE V—Executive Officer and Staff . 85.01 President/CEO . 85.02 Authority and Responsibility . 8ARTICLE VI—Finance . 96.01 Administration of Finances. 96.02 Budget. 96.03 Obligation . 96.04 Accounting. 96.05 Bonds . 96.06 Fiscal Year . 9ARTICLE VII—Indemnification Insurance . 97.01 Persons . 97.02 Extent - Derivative Suits . 97.03 Standard - Derivative Suits . 97.04 Extent - Nonderivative Suits . 107.05 Standard - Nonderivative Suits . 107.06 Determination that Standard Has Been Met . 107.07 Proration . 107.08 Advance Payment . 107.09 Non-Exclusive and Consistent . 107.10 Continuation . 117.11 Insurance. 117.12 Reports . 11ARTICLE VIII—Execution of Instruments . 11ARTICLE IX—Issuance and Transfer of Shares . 119.01 Certificates for Paid and Unpaid Shares . 119.02 Share Certificates . 119.03 Replacement of Certificates . 119.04 Transfer of Shares . 129.05 Reasonable Doubts as to Right to Transfer. 12ARTICLE X—Records and Reports . 1210.01 Books and Records . 1210.02 Closing Stock Transfer Books . 122

ARTICLE XI—Multiple Listing Service . 1211.01 Authority. 1211.02 Purpose . 1211.03 Governing Documents . 1311.04 Participation . 1311.05 Nonmember Participation . 1411.06 Application for Participation . 1411.07 Service Charges . 1411.08 Supervision . 1511.09 Appointment of Advisory Groups . 1511.10 Vacancies . 1511.11 Attendance . 1511.12 Access to Statistical Information . 1511.13 Subscribers. 1511.14 Hearings . 1511.15 Jurisdiction. 15ARTICLE XII—Commercial Information Exchange. 1612.01 Authority. 1612.02 Purpose . 1612.03 Subscriber . 1612.04 Supervision . 1612.05 Appointment of CIE Advisory Board . 1612.06 Vacancies . 1612.07 Access to Comparable and Statistical Information . 16ARTICLE XIII—Advisory Groups . 1713.01 Information Advisory Group . 1713.02 Technology Advisory Group . 17ARTICLE XIV—Amendment of Bylaws. 173

ARTICLE I—OfficesThe principal office shall be in Houston, Harris County, Texas, and the Corporation may have officesat such other places as the business of the Corporation may require.ARTICLE II—Shareholder and Shareholder Meetings2.01 ShareholderHouston Association of REALTORS , Inc. ("HAR") is the sole shareholder of the Corporation. Actionof the shareholder shall be exercised by the Board of Directors of HAR.2.02 Place of MeetingsAll meetings of the shareholder shall be held at the principal office of the Corporation or any otherplace within or without this State as may be designated for that purpose from time to time by theBoard of Directors.2.03 Annual MeetingsThe annual meeting of the shareholder shall be held during January of each year on a day to beselected by the Board of Directors.2.04 Notice of MeetingNotice of a meeting, stating the place, day and hour of the meeting and, in case of a specialmeeting, the purpose or purposes for which the meeting is called, shall be given in writing to theshareholder entitled to vote at the meeting at least ten (10), but not more than fifty (50), days beforethe date of the meeting either personally or by mail or by email, or facsimile transmission, addressedto the shareholder at its address appearing on the books of the Corporation or given by it to theCorporation for the purpose of notice. Notice of adjourned meetings is not necessary unless themeeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shallbe given as in the case of any special meeting.2.05 Special MeetingsSpecial meetings of the shareholder for any purpose or purposes whatsoever may be called at anytime by the Chair or by the Board of Directors, or by the shareholder.2.06 QuorumA majority of the Directors of HAR constitutes a quorum for the transaction of business.2.07 VotingVoting for the election of Directors shall be by voice unless the shareholder demands a ballot votebefore the voting begins.4

ARTICLE III—Directors3.01 General PowersAll corporate powers of the Corporation shall be exercised by, or under the authority of, and thebusiness and affairs of the Corporation shall be controlled by the Board of Directors, subject,however, to such limitations as are imposed by law, the Articles of Incorporation, or these Bylaws asto any actions to be authorized or approved by the shareholder. The Board of Directors may, bycontract or otherwise, give general or limited or special power and authority to the officers andemployees of the Corporation to transact the general business, or any special business, of theCorporation, and may give powers of attorney to agents of the Corporation to transact any specialbusiness requiring such authorization.3.02 Number and Qualification of DirectorsThe authorized number of Directors of the Corporation shall be six (6). The Directors need not beshareholder of the Corporation or residents of Texas. The number of Directors may be increased ordecreased, but not to a number less than one (1), by amendment to these Bylaws, but no decreaseshall have the effect of shortening the term of any incumbent Director.3.03 Election and Term of OfficeAt the meeting of the shareholder to be held in January 2018, the shareholder shall elect: twoDirectors to a one-year term, two Directors to a two-year term, and two Directors to a three-yearterm. Thereafter, two Directors shall be elected in January of each year by the shareholder at ameeting of the shareholder to serve for a term of three (3) years unless terminated earlier by death,resignation or removal.3.04 VacanciesAny vacancy occurring in the Board of Directors, other than a vacancy occurring by reason of anincrease in the number of Directors, may be filled by a majority of the remaining Directors thoughless than a quorum, or by a sole remaining Director. Any vacancy occurring in the Board of Directorsby reason of an increase in the number of Directors may be filled by the Board of Directors for a termof office continuing only until the next election of one or more Directors by the shareholder; providedthat the Board of Directors may not fill more than two such directorships during the period betweenany two successive annual meetings of shareholder. The shareholder may fill any vacancy occurringin the Board of Directors not filled by the Directors at an annual or special meeting of shareholdercalled for that purpose.3.05 Removal of DirectorsThe entire Board of Directors or any individual Director may be removed from office with or withoutcause by a vote of the shareholder then entitled to vote for Directors at a meeting of the shareholdercalled expressly for that purpose.3.06 Place of MeetingsAll meetings of the Board of Directors shall be held at the registered office of the Corporation or atsuch place within or without the State as may be designated from time to time by resolution of theBoard or by written consent of all of the members of the Board.3.07 Regular MeetingsRegular meetings of the Board of Directors shall be held, without call or notice, immediately followingeach annual meeting of the shareholder of the Corporation, and at such other times as the Directorsmay determine.5

3.08 Special Meetings - Call and NoticeSpecial meetings of the Board of Directors for any purpose may be called at any time by the Chair orby any three (3) Directors. Written notice of the special meetings, stating the time and, in generalterms, the purpose or purposes thereof, shall be mailed, emailed or sent by facsimile transmission toeach Director not later than three (3) days before the day appointed for the meeting.3.09 QuorumA majority of the Directors shall be necessary to constitute a quorum for the transaction of business,except to adjourn as hereinafter provided and except as provided in Section 3.04 of these Bylaws.Every act or decision done or made by a majority of the Directors where a quorum is present shallbe regarded as the act of the Board of Directors.,3.10 Board Action Without MeetingAny action required or permitted to be taken by the Board of Directors or any committee, advisorygroup or task force under these Bylaws may be taken without a meeting if a majority of Directors orcommittee, advisory group or task force members consent in writing or email or facsimile to theaction to be taken.3.11 Adjournment – NoticeA quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day andhour. Notice of the time and place of holding an adjourned meeting need not be given to absentDirectors if the time and place is fixed at the meeting adjourned. In the absence of a quorum, amajority of the Directors present at any Directors’ meeting, either regular or special, may adjournfrom time to time until the time fixed for the next regular meeting of the Board.3.12 Conduct of MeetingsThe Chair shall preside at meetings of the Board of Directors. The Secretary-Treasurer of theCorporation or, in its absence, any person appointed by the presiding officer shall act as secretary atmeetings of the Board of Directors.3.13 Presumption of AssentA Director of the Corporation who is present at a meeting of the Board of Directors in which actionon any Corporation matter is taken shall be presumed to have assented to the action taken unlesshis dissent shall be written in the minutes of the meeting or unless he shall file his written dissent tosuch action with the person acting as the Secretary-Treasurer of the meeting before the adjournmentthereof, or shall forward such dissent by registered mail to the Secretary-Treasurer of theCorporation immediately after the adjournment of the meeting. Such right to dissent shall not applyto a Director who voted in favor of such action.3.14 ReimbursementDirectors and members of committees may receive such reimbursement, if any, for expenses asmay be fixed or determined by resolution of the Board.3.15 Other CommitteesThe Board of Directors may also create, appoint members to, and remove members from such othercommittees as the Board of Directors may from time to time determine, which shall have and mayexercise such powers and duties as may be authorized by the Board of Directors, but which shall nothave all the authority of the Board of Directors. Members of such other committees may be, but neednot be, Directors. Members of each committee shall serve at the pleasure of the Board of Directors.6