Amended and Restated By-Laws of
Commercial Property Association
of Lexington, Inc.

ARTICLE I  -  Name

The name of the Corporation shall be Commercial Property Association of Lexington., Inc.

ARTICLE II  -  purposes

The Corporation is organized for the promotion and improvement of business conditions for commercial property development, financing, ownership, leasing, and management of properties located in the Commonwealth of Kentucky.  “Commercial property” shall include retail, industrial, warehouse, office, mixed use, multi-family residential, apartments, condominiums, and detached single-family developments.  In furtherance of the Corporation’s purposes, the Corporation shall endeavor (i) to review and monitor existing and proposed regulations and policies of governmental bodies, private and public utilities; (ii) to promote and improve general business services for commercial property; and (iii) to distribute information among persons and entities with an interest in commercial property located in Fayette County, Kentucky, and surrounding counties.

ARTICLE III  -  Offices

3.1              Principal Office.  The principal office of the Corporation shall be located in Fayette County, Kentucky, as designated in the Corporation’s most current Annual Report filed with the Secretary of State of Kentucky.

3.2              Registered Office.  The Corporation shall maintain a registered office in the Commonwealth of Kentucky as required by Kentucky law.  The address of the registered office may be changed from time to time by the Board of Directors (the “Board”).

ARTICLE IV  -  No Capital Shares

The Corporation shall have no capital shares or shareholders, and its business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of the Corporation’s gain, profit or property inure to the incorporators thereof, nor any officer or Director thereof, but the Corporation’s entire gain, profit, net earnings and property shall be devoted exclusively to the and purposes as set out in Article II of the Articles of Incorporation of the Corporation.

ARTICLE V  -  board of directors

5.1              Management.  The business and affairs of the Corporation shall be governed and managed by its Board, with such delegations of authority as are authorized in these Bylaws, as amended from time to time, and the resolutions of the Board, as adopted from time to time.

5.2              Number and Duties.  The Board shall consist of not less than seven (7) nor more than eleven (11) members.  The Executive Secretary of the Corporation shall be an ex-officio (i.e., non-voting) Director.

5.3              Meetings.  Regular meetings of the Board shall be held once each month, except on such months as the Board may determine to omit a meeting.  Special meetings of the Board shall be held at the call of the President or any three Directors upon written notice given at least two (2) days in advance of the meeting.

5.4              Quorum and Voting.  A majority of the Board shall constitute a quorum at any regular or special meeting and may transact any business necessary, except as otherwise specifically provided herein.  The Board shall act by the majority of those present and voting.

5.5              Attendance.  Any Director absent from three consecutive meetings without sufficient cause as determined by the Board shall be considered to have relinquished the position on the Board, and the position shall be automatically considered vacant and filled as provided below.

5.6              Nomination and Election. 

(a)               The President shall appoint a Nominating Committee which shall nominate not more than two (2) persons from the membership for each vacant position on the Board.  At the annual meeting of the Corporation in November, the Nominating Committee shall make its report to the Board.

(b)               The election of Directors shall then take place at the November meeting.  The nominees for the Board receiving the greatest number of votes shall be declared elected to the Board.

(c)                The Directors shall be divided into three (3) classes of equal or nearly equal number of Directors.  The classes of Directors shall have staggered terms, with the terms of approximately one-third (1/3) of the Directors expiring at each annual meeting of the Board following their election, or until their prior resignation.

(d)               All Directors shall serve for a one (1) year term, commencing January 1 and ending December 31, or upon a vacancy in their position by reason of resignation, death, termination of membership in the Corporation, or other cause.

(e)                Directors shall be eligible for re-election; provided, however, that any independent Director who serves for two (2) consecutive terms will not be eligible for election or appointment to a subsequent term for a period of one (1) year following such Director’s second term.

ARTICLE VI  -  membership

6.1              Eligibility.  Any person shall be eligible for membership who is actively and primarily engaged in providing accounting, architectural, appraisal, brokerage, construction, development, finance, insurance, legal, maintenance, management or other similar services related to commercial property located in the Commonwealth of Kentucky, whether such person provides the services (i) as an owner, partner, developer, landlord or manager, or (ii) as an employee, partner, independent contractor, or in another capacity.  Membership shall automatically terminate upon any member’s ceasing to meet the qualification for membership.

6.2              Approval.  The Board, in its discretion, shall have the right to issue invitations for membership; to receive and review applications for membership; to approve or disapprove of such applications; and to determine voting privileges.  The Board shall also have the right to terminate membership if a member ceases to meet the qualifications for membership; fails to remain in good standing as a member of the Corporation through failure to pay delinquent dues after reasonable notice of such delinquency; or for other conduct detrimental to the activities and purposes of the Corporation.  The Board shall require submission of a written application from all prospective members, including such appropriate information as reasonable and necessary to determine the qualifications for membership, and such other information as the Board shall deem appropriate and related to the activities and purposes of the Corporation.

In order for a prospective member to be approved for membership in the Corporation, two-thirds of the members of the Board present and voting at a meeting of the Board shall be required for approval of membership.

ARTICLE VII  -  OFFICERS AND CHAIRPERSON

7.1              Election of Officers.  The Board shall nominate and elect from among its membership the office of President, Vice-President, Secretary and Treasurer.  Each officer shall serve for a one (1) year term commencing immediately upon election and ending with the election of their respective successors, or a vacancy in their position by reason of resignation, death, termination of membership in the Corporation, or other cause.  If an officer vacates his or her position, the Board shall elect from among its membership a successor who will finish the term.

7.2              Duties of the President.  The duties of the President shall be to administer, supervise and carry out the policies of the Corporation and the Board, to perform such other duties as usually pertain to the office of President, and to preside over all meetings of the Board and the general membership.

7.3              Duties of the Vice-President.  The duties of the Vice-President shall be to act in the place of the President in the event of the President’s absence or inability to perform the President’s duties, and to schedule and coordinate the presentations for all monthly meetings of the Corporation.

7.4              Duties of the Secretary.  The duties of the Secretary shall be to record all proceedings of all meetings of the Board and general membership; to supervise the sending of all notices of meetings and required correspondence of the Corporation as directed by the membership and the Board; and to supervise the maintenance of an accurate and current list of all members of the Corporation; and to provide periodic updates and information necessary for the Corporation’s web site.

7.5              Duties of the Treasurer.  The duties of the Treasurer are to receive all monies as they are received by the Corporation and to deposit the same.  No disbursements shall be made unless they have been authorized by the Board, except the Board may, by resolution, authorize certain disbursements by item or category in advance.  All disbursements shall be made by checks signed by the Treasurer and/or such other officers or persons authorized by the Board.  The Treasurer shall give reports of the receipts and disbursements and securities on hand at every meeting of the Board, if requested.  Upon request of the President or the Board, the Treasurer shall submit all of the books for an annual audit to a committee appointed by the President.

ARTICLE VIII  -  MEMBERSHIP MEETINGS AND POWERS

8.1              Meetings.  Regular meetings of the membership of the Corporation shall be held once each month, on the second Wednesday of each month at 12:00 noon unless otherwise determined by the Board, except such months as the Board may determine to omit a meeting.

8.2              Powers.  The general membership of the Corporation acting at a regular or special meeting shall have the exclusive power (and not the Board) to authorize a public statement of the Corporation’s position or recommendation upon an issue or question affecting or relating to the purposes of the Corporation, and such proposed public statement or recommendation shall be required to have the approval of two thirds of the members present and voting at such meeting for approval.

8.3              Quorum and Voting. 

(a)               A majority of the members shall constitute a quorum at any regular or special meeting of the membership and may transact any business necessary, except as otherwise specifically provided herein. The membership shall act by the majority of those present and voting.

(b)               A member may file with the Secretary of the Corporation a voting proxy authorizing another member of the Corporation (whether such other member also is a voting member or not) to vote on all matters before the general membership (with the exception of elections for the Board) in the absence of the member granting such authorization.  Said authorization shall be valid until revoked by the member granting such authorization or until December 31 of each year.

(c)                A member who is delinquent in dues for more than ninety (90) days past the final date when dues are payable shall not be eligible to vote upon any matter submitted to the membership for voting and, if a member of the Board shall not be eligible to vote upon any matter as a member of the Board, until and unless the delinquent dues are paid in full.

8.4              Dues.  The Board shall establish the annual dues for each calendar year of the Corporation.  Dues shall be considered delinquent if not paid within thirty (30) days after mailing.  The Treasurer shall report to the Board the names of any members who have not paid their dues within ninety (90) days after the final date on which the dues are payable for such action as the Board shall deem appropriate, including termination of membership or other action.

ARTICLE IX  -  COMMITTEES

The Board shall have the power to appoint such committees, committee chairpersons, and committee members as the Board deems appropriate and necessary.  All committees shall report to the Board and, if requested by the Board, to the membership at membership meetings.  No committee shall have any powers other than those specifically authorized by the Board.

ARTICLE X  -  AMENDMENT OF BY-LAWS

These Bylaws may be amended, altered, changed, added to, or repealed by the affirmative vote of a majority of the Board if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of the meeting to the Directors.