BYLAWS OF

OHIO VALLEY REAL ESTATE MANAGEMENT ASSOCIATION, INC.

SECTION 1:MISSION. The mission of Ohio Valley Real Estate Management Association, Inc. (“Association”) is to support theprofessional development, ownership and management of multiple family housing.

SECTION 2:MEMBERSHIP. A Primary Member is an entity or individual in the business of professional development, ownership or management of multiple family housing. A Preferred Vendor is an entity or individual who provides services or products to or for the professional development, ownership or management of multiple family housing. Primary and Preferred Vendor members may vote at membership meetings. The Board may from time to time select Honorary Members. Members must adhere to the highest legal, professional and ethical standards. The Association will adhere and promote adherence to all non-discrimination laws including Fair Housing.

SECTION 3: BOARD OF DIRECTORS. Members will elect a Board of Directors (“Board”). The Board shall consistent of at least six Primary Members and two Preferred Vendor members. The Executive Committee will present a slate of candidates for the Board at the annual membership meeting. If a vacancy on the Board occurs between elections, the President shall nominate a replacement for consent by the remaining Board. The Board may appoint legal counsel/parliamentarianand an association executive who shall be non-voting members of the Board. Membership application procedures and dues structures and requirements will be determined by the Board. The Board may change the classification of any member. The Board may appoint or employ agents, independent contractors or employees as necessary.

SECTION 4:EXECUTIVE COMMITTEE. At its annual meeting the Board will elect from its Primary Members an Executive Committee consisting of the following officers for terms beginning January 1 of the year following election: A President who is the Chief Executive Officer of the Association and presides at its meetings. A Treasurer who shall keep an accounting of money collected and disbursed, prepare budgets and keep financial records and render monthly statements to the Board. A Secretary who shall keep minutes of the meetings of the Board, Executive Committee and members and shall be the keeper of corporate records.

SECTION 5: COMMITTEES. The Board shall create committees to further the mission of the Association. Initial committees may include Long Range Planning, Membership, Governmental Affairs, Education, Maintenance, Affordable Housing, Owners Caucus, Independent Rental Owners and Preferred Vendors Council.

SECTION 6: MEETINGS: The Membership, Board and Executive Committee shall meet as needed, chaired by the President. Meetings are contemplated to be informal, but if necessary, Robert’s Rules of Order, Revised shall govern any conflicts. Votes require a simple majority of those present at a meeting. Meetings are open to any member. Any action required or permitted to be taken at a meeting may be taken without a meeting if the action is taken by all members of the body as evidenced by written consent.

For meetings of the Board and Executive Committee, a majority of the body shall constitute a quorum. No minimum number of members are required for a membership meeting. The Membership shall meet annually between September 1 and November 30 to elect members to the Boards. The Board shall meet annually following the annual membership meeting to elect officers. Special meetings of the Board or membership may be called by the President or a majority of the Executive Committee or Board. Notices of special meetings shall state the place, date, time and purpose of the meeting.

SECTION 7:AMENDMENTS. These Bylaws may be amended by the Board.

These bylaws were adopted by the Incorporator on April__, 2014.

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