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THE COMPANIES ACT BYE-LAW NO. 1

A Bye-Law relating generally to the conduct of:

REALTORS’ ASSOCIATION (SAINT LUCIA) INCORPORATED

BE IT ENACTED as the general By-Law of the Realtors’ Association (Saint Lucia) Incorporated (hereinafter called the “Company”) as follows:

1. INTERPRETATION

1.1. In this by-law and all other by-laws and resolutions of the Company, unless the context otherwise requires:

(a) “Act” means the Companies Act Chapter 13.01 of the Revised Laws of Saint Lucia as from time to time amended and every statute substituted therefore and, in the case of such substitution, any references in the by-laws of the Company to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes.

(b) “bye-law” means any bye-law of the Company from time to time in force.

(c) “Committee of Management” means the members elected each year by the Company to manage the affairs of the Company.

(d) “Member” means any person admitted to membership of the Company in accordance with section 4 of this by-law.

(e) “Regulations” mean any Regulations made under the Act, and every regulation substituted therefore and in the case of such substitution, any references in the by- laws of the Company to provisions of the Regulations shall be read as references to the substituted provisions therefore in the new regulations;

(f) all terms contained in the by-laws and defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and

(g) the singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word “person” includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word “individual” means a natural person.

2. REGISTERED OFFICE

The registered office of the Company shall be in Saint Lucia at such address as the Committee of Management may fix from time to time by resolution.

3. SEAL

The common seal of the Company shall be such as the Committee of Management may by resolution from time to time adopt.

4. MEMBERS

4.1 Classes of Members: There shall be four (4)classes of membership namely: Full Membership, Associate Membership, Auxiliary Membership and Honorary Life Membership.

(a) Full Membership: A Full Member of the Company is a real estate broker/agent, or property manager who is actively engaged in the industry full time or part time as a pre-condition for Full Membership and who in the case of a real estate broker/agent or property manager

(i) was admitted to full membership prior to January 2009, and
(ii) is a citizen or permanent resident of Saint Lucia or a Caricom National or any other individual or company approved to operate in Saint Lucia who has attained the age of 18 years; and has been practicing as a real estate agent for two years or more on a full time basis and has been interviewed by the Committee of Management and accepted as a fit and proper person to be recognized as a Full Member of the Company; and is the holder of the following educational qualifications:

(a) the Real Estate Broker/Agent Certificate offered by Realtors’ Association (Saint Lucia) Limited.

(b) Associate Membership: An Associate Member of the Company is a developer, trading company or related businesses/services in the real estate industry who:-

(i) is operating in Saint Lucia, represented by a citizen or permanent resident of Saint Lucia or a Caricom national and has attained the age of 18 years;
(ii) is registered under the Company’s Act;
(iii) has been approved by the Committee of Management.

An Associate Member has no voting rights and shall not hold office in the Realtors’Association (Saint Lucia) Limited.

(d) Auxiliary Membership: The Committee of Management must be satisfied that the applicant for Auxiliary Membership is a Company, institution or organization which is not engaged in real estate either as a dealer or real estate agent, but is engaged in related activities such as the practice of law, accounting, insurance and any other business that the Committee of Management deems appropriate. An Auxiliary Member shall be represented by one of its officers who shall have no voting rights and shall not hold office.

(e) Honorary Life Memberhip: The Committee of Management may elect as an Honorary Life Member any member of the Company or individual who has rendered outstanding service to the real estate business. Such Honorary Member shall have all the rights and privileges of membership except that the Honorary Member shall not be required to pay membership dues and shall have no voting rights. Honorary Members shall be persons who are not actively engaged in the real estate business.

4.2 Application for Membership: Application for membership shall be made to the Secretary of the Company upon such form as the Committee of Management shall from time to time prescribe and shall be supported by such evidence as may be required. The application shall also be accompanied by the entrance fee and the subscription for the current year.

4.3 Admission to Membership

(a) The application shall be brought before the Committee of Management at its next regular meeting, when the applicant, upon the applicant’s qualifications being accepted, shall be duly enrolled a member of the Company. Acceptance of an application shall be by a majority vote of a properly constituted meeting of the Committee. The successful applicant shall be required to sign the pledge to observe the Bye-laws, Code of Ethics and Standards of Practice and Constitution of the Company. Each member of the Company shall sign a pledge, in a form to be prescribed by the Company, to observe the requirements of the Bye-Laws, Code of Ethics and Constitution and such other rules and regulations as from time to time may be established by the Company.

(b) An applicant for Membership must be proposed by a Full member and seconded by another Full Member. Only one of these persons may be a member of the same firm or incorporated Company of which the applicant is a member. The proposer and seconder must certify personal knowledge of the applicant, and vouch that the applicant is a fit and proper person to be admitted to the class of membership for which the applicant applies.

(c) An applicant for Associate Membership must be certified by the Full Member by whom the applicant is proposed as a fit and proper person to be admitted to this category.

4.4 Term of Membership

The interest of a Member in the Company is not transferable and lapses and ceases to exist upon the dissolution of an Auxiliary Member or the death of a Full Member, Associate or Honorary Life Member or otherwise in accordance with the by-laws of the Company. A former member shall not be relieved of any indebtedness to the Company for unpaid dues, fees or assessments.

5. ENTRANCE FEE

The entrance fee shall be such sum as the Committee of Management may from time to time determine.

6. ANNUAL SUBSCRIPTION

6.1. The annual subscription shall also be determined from time to time by the Committee of Management.

6.2 All annual subscriptions (except the first subscription of a new Member) shall be payable on the first day of January in each year. Any member whose annual subscription remains unpaid after the expiry of three (3) months of the current year shall cease to enjoy the benefits of the Company and the right to vote at meetings of the Company.

7. CESSATION OF MEMBERSHIP

7.1 Resignation: A member may withdraw from membership by giving to the Company notice in writing to that effect and thereupon shall cease to be a member, and provided such notice is given before the 15th calendar day of January in any year the member shall not be liable to pay the member’s subscription for that year. A member may, with the consent in writing of the Committee of Management, withdraw any such notice.

7.2 Termination for non-payment of subscription: Any member whose annual subscription remains unpaid after the expiry of three months of the current year shall cease to enjoy the benefits of the Company and the right to vote at meetings of the Company. Any member whose annual subscription remains unpaid after the expiry of 12 months shall cease to be a member and will have to present a new application for membership and meet the conditions of a new member.

7.3 Termination for misconduct: Termination for misconduct is dealt with under Paragraph 14.7.

7.4 Liability: Subject to Paragraph 7.1. of this bye-law, a member whose membership ceases in accordance with Paragraph 7 or Paragraph 14.7 of this by-law shall nevertheless remain liable for all moneys then due from him to the Company.

7.5 Penalties: Members of the Company may be reprimanded, suspended and/or expelled in accordance with procedures established in the by-laws for violation of the by-laws or for conduct tending to discredit the Company.

8. OFFICERS

8.1 Appointment: The officers of the Company shall consist of a President, a 1st Vice President, a 2nd Vice President, a Treasurer, a Secretary, an Assistant Secretary/Treasurer, all of whom shall be elected to these offices by the full members of the Company and not by the Committee of Management itself.

8.2 Ex-officio member: The immediate past president shall remain as an ex-officio member of the Committee of Management for one year. In the event that a President is reelected to serve a second term, the immediate past president having already served for one year shall continue to sit on the Committee of Management for a second year.

8.3 Casual vacancy: In the case of a casual vacancy in any of the offices, the Committee of Management shall appoint one of their number to fill such casual vacancy until the next annual general meeting.

8.4 Delegation of powers: In case of the absence or inability to act of the President, the Vice-President or any other officer of the Company or for any other reason that the Committee of Management may deem sufficient, the Committee may delegate all or any of the powers of such officer to any other officer or to any ordinary member of the Committee for the time being, provided that a majority of the Committee of Management concur therein.

8.5 The President: The President shall have general supervision of the affairs of the Committee of Management. The President shall, if present, preside at all meetings of the Committee and of members; shall sign all instruments which require the President’s signature, shall perform all duties incident to the office of President and shall have such other powers and duties as may from time to time be assigned by the Committee of Management.

8.6 The 1st Vice-President: The 1st Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability or refusal of the President to act. The 1st Vice-President shall have such powers and duties as may from time to time be assigned to him by the Committee of Management.

8.7 The 2nd Vice-President: The 2nd Vice-President shall be vested with all the powers and shall perform all the duties of the President and 1st Vice President in their absence or disability or refusal of the President or 1st Vice President to act. The 2nd Vice-President shall have such powers and duties as may from time to time be assigned to him by the Committee of Management.

8.8 The Secretary: The Secretary shall, when present, act as Secretary of all meetings, shall have charge of the minute books of the Company and the documents and registers referred to in section 177 of the Companies Act, Chapter 13.01 of the Revised Laws of Saint Lucia and shall perform such other duties as the Committee of Management requires of the Secretary.

8.9 The Treasurer: The Treasurer shall have the care and custody of all the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such other depository or depositories as the Committee of Management may direct and shall perform such other duties as the Committee of Management may require. The Treasurer may be required to give such bond for the faithful performance of the duties of Treasurer as the Committee of Management in their uncontrolled discretion may require and no member of the Committee of Management shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided. If a Treasurer is not appointed the duties of the Treasurer shall be carried out by the Secretary or such other officer as the Committee of Management may from time to time determine.

8.10 Assistant Secretary: The Assistant Secretary shall assist the Secretary and Treasurer and undertake the functions as delegated by the Committee of Management in their absence.

8.11 Powers and duties: The powers and duties of all officers shall be such as the terms of their engagement call for or as the Committee of Management may specify. The Committee may from time to time vary, add to or limit the powers and duties of any officer.

9. COMMITTEE OF MANAGEMENT

9.1 Committee of Management: The Committee of Management of the Company shall be the officers, the ex-officio member and such number of other ordinary members of the Company as is fixed in the Articles of Incorporation of the Company.

9.2 Number of members: The Committee of Management shall comprise no fewer than 9 members.

9.3 Election: Candidates for election to the Committee of Management shall be proposed and seconded by members entitled to vote at general meetings of the Company. The procedure shall be as follows:

(a) The Secretary shall send out to each member at least thirty (30) days prior to the date of the Annual General Meeting, a full list of all financial members who are eligible for election in the particular category in which the member falls. Each member shall be informed of the number of vacancies to be filled and supplied with a nomination form which states the date on which the nomination closes. This date should be at least fifteen (15) days prior to the date of the Annual General Meeting.

(b) Any two members of the Company shall be at liberty to nominate a member to serve on the Committee of Management. The name of each member so nominated shall be sent in writing to the Secretary not less than fifteen (15) days before the annual general meeting, accompanied by a letter from the candidate consenting to serve if elected.

(c) A list of names in alphabetical order shall be prepared and laid before the annual general meeting. Balloting lists shall be prepared containing the names of the candidates only, and each member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies. In case there shall not be a sufficient number of candidates nominated, the Committee of Management itself shall make the rest of the nominations.

(d) A quorum at the Annual General Meeting shall be one-third of the number of members of the Company entitled to vote at the meeting and voting may be in person or by proxy in accordance with Paragraph 13.9. If a quorum is present at the opening of the meeting, the members present or represented may proceed with the business of the meeting notwithstanding a quorum is not present throughout the meeting. If a quorum is not present within 60 minutes of the time fixed for the meeting, the Chairman, with the consent of the members present, may adjourn the meeting to the same day two weeks later at the same time and place.

(e) If there is a quorum, members of the Committee of Management shall be elected by the Company on a show of hands unless a ballot is demanded in which case such election shall be by ballot. If two or more candidates obtain an equal number of votes, the Committee of Management shall select by lot from such candidates who are to be members of the Committee of Management. The selection is done by the President who shall draw the names from a box or other receptacle in which the names of all the members who had obtained an equal number of votes have been place. The draw is concluded when the required number of candidates has been selected.

(1) At each Annual General Meeting all members of the Committee of Management shall resign, but shall be eligible for re-election, provided that a member shall not be eligible to hold the office of President for more than two successive years.

9.4 Casual vacancy: If a casual vacancy occurs, other than in any of the offices, the Committee of Management may appoint an ordinary member of the Company to fill the vacancy.

9.5. Powers: The Committee of Management shall have power to:

(a) manage the property, finances and other affairs of the Company;

(b) appoint special and standing committees. Each of these committees shall be chaired by a member of the Management Committee, but persons with the necessary expertise who are not members of the Company may be appointed as members;

(c) make or alter bye-laws, rules and regulations of the Company but these actions must be confirmed by a majority vote of the general membership at the next Annual General Meeting;

(d) exercise all such powers and do all acts and things as may be exercised or done by the Company and are not by the by-laws or any special resolution of the Company or the Act expressly directed or required to be done by the Company at a general meeting of the Company.

9.6 Qualification: A member of the Committee of Management shall be a full member of the Company. No person shall be appointed a member of the Committee who is less than 18 years of age.

9.7 Term of office: Unless his tenure is sooner determined a member of the Committee of Management shall hold office from the date on which he is elected or appointed until the close of the annual general meeting of the Company next following but he shall be eligible for re-election if qualified.

9.8 If no Committee of Management is elected at an annual general meeting, the Chairman of the meeting may with the consent of the meeting adjourn the same to a fixed time and place and the incumbent Committee of Management continues in office until a successor Committee is elected.

9.9 No notice of the adjourned meeting is required unless the meeting is adjourned by one or more adjournments for an aggregate of thirty days or more in which case notice of the adjourned meeting shall be given as for an original meeting using the procedure provided in Paragraph 9.3 (a) – (c). Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at the adjourned meeting.

9.10 Removal from office: The Company may, at an Extraordinary General Meeting, by a resolution passed by a majority vote of three-fourths of the members present in person or by proxy and entitled to vote, remove any member of the Committee of Management.

9.11 Vacancy filled: A vacancy created by the removal of a member of the Committee of Management may be filled at the meeting at which the member is removed from office by like resolution. If the vacancy is not then filled, it may be filled by the Committee of Management. The person appointed shall retire at the next annual general meeting following his appointment.

9.12 Remuneration: The Committee of Management shall serve without remuneration and no member shall directly or indirectly receive any profit from his position as such, provided that a member be paid or reimbursed for reasonable expenses incurred by him in the performance of his duties.

9.13 Vacating of office: A member of the Committee of Management shall cease to hold that position:

(a) if by notice in writing he resigns his office;

(b) If he ceases to be a member of the Company;

(c) if he does not attend four consecutive meetings of the Committee, unless the Committee otherwise determines;

(d) if he is removed from office in accordance with paragraph 9.10;

(e) if he becomes bankrupt or suspends payment or compounds with his creditors or makes an unauthorized assignment or is declared insolvent;

(f) if he is found to be a lunatic or of unsound mind; or

(g) if he is convicted of any criminal offence involving fraud or dishonesty.

10. MEETINGS OF THE COMMITTEE OF MANAGEMENT

10.1 Place: Meetings of the Members of the Committee of Management and of any Sub-Committee of the Committee of Management shall be held at the registered office of the Company or at any place within Saint Lucia.

10.2 Convener: A meeting of the Committee of Management shall be convened by the Secretary at the direction of the President or at the written request of any two members of the Committee of Management, due and sufficient notice of time, place and business to be transacted, having been sent to each member of the Committee.

10.3 Notice: Subject to subsection 79(1) of the Act the notice of any meeting of the Committee of Management need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meetings shall be served in the manner specified in paragraph 10.2 hereof not less than two days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place.

10.4 Notice not required: It shall not be necessary to give notice of a meeting of the Committee of Management:

(a) to newly elected or appointed members of the Committee of Management for a meeting held immediately following the election of a member to fill a vacancy on the Committee;

(b) if all members of the Committee are present;

(c) if those members of the Committee who are absent waive notice or signify their consent in writing to the meeting being held in their absence;

(d) if the time and place of an adjourned meeting were announced at the original meeting.

10.5 Regular meetings: The Committee of Management may appoint a day or days in any month or months for regular meetings of the Committee of Management at a place and hour to be named. Provided however that the Committee shall meet at least six times per annum. A copy of any resolution of the Committee of Management fixing the place and time of such regular meetings shall be sent to each member of the Committee of Management forthwith after being passed, but no other notice shall be required for any such regular meeting except where the by-law requires the purpose thereof or the business to be transacted thereat to be specified.

10.6 Quorum: The quorum necessary for the transaction of the business of the Committee of Management shall be five.

10.7 Meetings by telephone: If the members of the Committee of Management consent, a member of the Committee of Management may participate in a meeting of the Committee of Management or of a Sub-Committee of the Committee of Management by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a member of the Committee of Management participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Committee of Management and of any Sub-Committee of the Committee of Management.

10.8 Voting: Questions arising at any meeting of the Committee of Management shall be decided by a majority of votes. In case of an equality of votes the Chairman of the meeting in addition to his original vote shall have a second or casting vote.

10.9 Voting shall be by show of hands unless a ballot is called for by any member of the Committee of Management. Whether on a show of hands or by ballot no member of the Committee of Management may vote by proxy.

10.10 Resolution in lieu of meeting not permitted: For purposes of management of the Company, all actions of the members of the Committee of Management shall be by meeting duly convened. Attendance at such meeting may be in person or by means of telephone or other communications as permitted by the Committee of Management. Actions of the members of the Committee of Management shall not be valid if taken otherwise, including actions taken without a duly convened meeting by way of any consent or resolution in lieu of a meeting.

11. ADMINISTRATIVE ASSISTANT

The Committee of Management may hire a paid administrator to conduct certain routine tasks of the committee such as secretarial duties, collection of funds, recording of funds and banking.

12. FOR THE PROTECTION OF THE COMMITTEE OF MANAGEMENT

12.1 Limitation of liability: No member of the Committee of Management of the Company shall be liable to the Company for:

(a) the acts, receipts, neglects or defaults of any other member or officer or employee or for joining in any receipt or act for conformity;

(b) any loss, damage or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company;

(c) the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested;

(d) any loss or damage arising from the bankruptcy, or insolvency or tortuous act of any person, including any person with whom any moneys, securities or effects shall be lodged or deposited;

(e) any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company;

(f) any other loss, damage, or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto;
unless the same happens by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

12.2. Breach of the Act: Nothing herein contained shall relieve a member of the Committee of Management from the duty to act in accordance with the Act or regulations made thereunder or relieve him from liability for a breach thereof

12.3 Approval of the Committee of Management: The Committee of Management for the time being of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as are submitted to and authorized or approved by the Committee of Management.

12.4 Remuneration for services: If any member of the Committee of Management or officer of the Company is employed by or performs services for the Company otherwise than as a member of the Committee or as an officer, or is a member of a firm or a shareholder, director or an officer of a body corporate which is employed by or performs services for the Company, the fact of his being a member of the Committee or an officer of the Company shall not disentitle such member or shareholder, director or officer of the body corporate, as the case may be, from receiving proper remuneration for such services.

12.5 Indemnity: Subject to the Act, the Company shall indemnify an officer or other member of the Committee of Management, a former officer or other member of the Committee of Management, or a person who acts or acted at the Committee’s request as a director or officer of a body corporate of which the Company which is employed by or performs services for the Company is or was a shareholder or creditor, and such person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which such a person is made a party by reason of being or having been a director or officer of the Company or such body corporate, if such person

(a) acted honestly and in good faith with a view to the best interest of the Company; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The Company shall also indemnify such person in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

12.6 Insurance: The Company may purchase and maintain insurance for the benefit of any person referred to in section against any liability incurred by him in his capacity as a member of the Committee of Management of the Company or of another body corporate where he acts or acted in that capacity at the Company’s request.

12.7 Conflict of interest: A member of the Committee of Management who is a party to, or who has a material interest in any person who is a party to a material contract or proposed material contract with the Company shall disclose the nature and extent of his interest at the time. Such a member of the Committee of Management shall not vote on any resolution to approve the same.

13. MEETINGS OF MEMBERS

13.1 Persons Entitled to Be Present: The only persons entitled to attend a meeting of the Company shall be those entitled to vote thereat, the Members of the Committee of Management and the Auditor of the Company and others who although not entitled to vote are entitled or required under any provision of the Rules Or by-laws of the Company to be present at the meeting. Any other person may be admitted only on the invitation of the Chairman of the meeting or with the consent of the meeting.

13.2 Annual Meeting: Subject to the provisions of section 107 of the Act, the annual meeting of the Company shall be held on such day in each year and at such time as the Committee of Management may determine at any place within Saint Lucia.

13.3 Extraordinary Meetings: Extraordinary meetings of the Company may be convened by order of the Committee of Management or of the President or a Vice-President at any date and time and at any place within Saint Lucia. All business transacted at an annual meeting of the Company, except consideration of the financial statements, the Auditors report, election of the Committee of Management and re-appointment of the incumbent Auditor, shall be deemed to be special business.

13.4 Requisition of Meetings: The Committee of Management shall, on the requisition of not less than five members of the Company having a right to vote at the meeting requisitioned, forthwith convene a meeting of the Company, and in the case of such requisition the following provisions shall have effect:-

1. The requisition must state the purposes of the meeting and must be signed by the requisitionists and deposited at the Company’s Office, and may consist of several documents in like form each signed by one or more of the requisitionists.

2. If the Committee of Management does not, within twenty-one (21) days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them may themselves convene the meeting, but any meeting so convened shall not be held after three (3) months from the date of such deposit.

3. The Committee of Management shall be deemed not to have duly convened the meeting if it does not give such notice as is required by these by-laws within fourteen days from the deposit of the requisition.

4. Any meeting convened under this paragraph by the requisitionists shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws.

13.5 Notice of Meetings: A printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each member entitled to vote at such meeting, on each member of the Committee of Management and the Auditor of the Company in the manner specified in these bylaws not less than twenty-one (21) days or more than fifty (50) days (in each case exclusive of the day for which the notice is delivered or sent and of the day for which notice is given) before the date of the meeting. Notice of a meeting at which special business is to be transacted shall state

(a) the nature of that business in sufficient detail to permit the member to form a reasoned judgment thereon, and

(b) the text of any special resolution to be submitted to the meeting.

13.6 Waiver of notice: A member and any other person entitled to attend a meeting of members may in any manner waive notice of a meeting of the Company and attendance of any such person at a meeting of members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

13.7 Omission of notice: The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any member, officer, the auditor of the Company shall not invalidate any resolution passed or any proceedings taken at any meeting of the members.

13.8 Voting

13.8.1 Every question submitted to any meeting of the Company shall be decided in the first instance by a show of hands unless a person entitled to vote at the meeting has demanded a ballot and, in the case of an equality of votes the Chairman of the meeting shall on a show of hands or on a ballot have a casting vote in addition to any votes to which he may be otherwise entitled. Only Full Members are entitled to vote.

13.8.2 At every meeting at which he is entitled to vote, every Full Member who is present in person shall have one vote on a show of hands. Upon a ballot at which he is entitled to vote, every Full Member shall have one vote for himself and one vote for a member whose proxy he holds.

13.8.3 At any meeting, unless a ballot is demanded, a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

13.8.4 When the President and the Vice-President are absent, the persons who are present and entitled to vote shall choose another member of the Committee of Management as Chairman of the meeting; but if no member of the Committee of Management is present or all the members of the Committee of Management present decline to take the chair, the persons who are present and entitled to vote shall choose one of their number to be Chairman of the meeting.

13.8.5 A ballot, either before or after any vote by a show of hands may be demanded by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a Chairman or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of members of the Committee of Management, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the Chairman of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

13.9 Proxies

13.9.1 Votes of meetings of members of the Company (excluding Associate Members, Auxiliary Members and Honorary Members who have no voting rights) may be given either personally or by proxy. An instrument appointing a proxy shall be acted on only if, prior to the time of voting, it is deposited with the secretary of the Company or of the meeting or as may be directed in the notice calling the first meeting.

13.9.2 A proxy shall be executed by the member or his attorney authorized in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof.

13.93 A person appointed by proxy must be a member of the Company.

13.9.4 Subject to the provisions of Part IV of the regulations, a proxy may be in the following form:

The undersigned member of the Realtors Association (Saint Lucia) Ltd. hereby
appoints or failing him or her, ____________________ of  ……………………………………………………………………………………. as the nominee of the undersigned to attend and act for the undersigned and on behalf of the undersigned at the meeting of the members of the said Company to be held on the day of _________________ 20 ____ and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned was present at the said meeting or such adjournment or adjournments thereof.

13.9.5 A person may be a proxy for more than one member and in such case, on a ballot shall be entitled to one vote for each member whose proxy he holds and for himself but a single individual holding proxies for two or more members shall not constitute a quorum under these by-laws.

13.10 Adjournment: The Chairman of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the members unless the meeting is adjourned by one or more adjournments for an aggregate of thirty days or more in which case notice of the adjourned meeting shall be given as for an original meeting. Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at any adjourned meeting for which no notice is required.

13.11 Quorum: Subject to the Act, a quorum for the transaction of business at any general meeting of the Company shall be one-third of the number of members of the Company at the date of the meeting entitled to vote thereat. If a quorum is present at the opening of any meeting of the members, the members present or represented may proceed with the business of the meeting notwithstanding a quorum is not present throughout the meeting. If a quorum is not present within 60 minutes of the time fixed for a meeting of the Company, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

14. SUB-COMMITTEES OF THE COMMITTEE OF MANAGEMENT

14.1 Appointment: The Committee of Management may from time to time as deemed necessary appoint committees consisting of such members as may be deemed desirable and may prescribe their duties.

14.2 Meetings of Committees: Any committee so appointed may meet for the transaction of business, adjourn and otherwise regulate its meetings as it thinks fit. Unless otherwise determined by the Committee of Management, two members of a committee shall be a quorum. Questions arising at any meeting of a committee shall be decided by a majority of votes and in case of an equality of votes the chairman of the meeting shall have a second or casting vote.

14.3 Removal: The Committee of Management may by resolution remove any member of a Committee of the Board and may fill the vacancy created by such removal.

14.4 Remuneration: Committee members shall serve as such without remuneration.

14.5 Standing Committees: The following standing committee shall be appointed by the Committee of Management:

(a) Disciplinary and Ethics Committee: This Committee shall have the power to enquire into the conduct of members of the Company. The Committee shall have authority to conduct investigations, file charges and perform such duties as may logically be done within its province.

(b) Education and Training Committee: The role of this Committee is to provide such programmes, workshops, seminars, etc. as may be in the best interest of the Company. The Committee shall also be responsible for establishing a library of educational material.

(c) Rules and Admissions Committee: This Committee shall be charged with formulating guidelines and policy for dealing with applications for membership of the Company. The Committee shall comprise not less than three (3) nor more than seven (7) members, and shall be chaired by the President.

(d) Taxation and Legislation Committee: The role of this Committee is to promote the interests of the Company before all legislative bodies and to maintain a careful oversight over matters relating to general taxation and assessment and legislation which are referred to it by the Committee of Management. This Committee shall work with the Company’s attorneys in the development of standardized legal forms and documents for use by members in order to safeguard their interests and that of clients.

14.7 The Disciplinary and Ethics Committee

14.7.1 Formation: The Disciplinary and Ethics Committee shall be made up of at least three members of the Committee of Management.

14.7.2 Initiation of Enquiry

(a) Any person may lodge with the Secretary a complaint against any member of the Company for any breach of the Articles of Incorporation and Bye Laws of the Company, or for any other business conduct tending to bring discredit to the Company or to the real estate industry. Any such complaint must be filed within 90 days after the date upon which the event that has given rise to the complaint.

(b) The complaint shall be made in writing, signed by the complainant and shall specify the member complained against and the offending action of that member.

(c) A member against whom a complaint is filed shall be sent a copy of the complaint by the Secretary within 15 days of its receipt.

(d) The member against whom the complaint is filed shall be given the opportunity to present his defence in writing within 30 days of receiving a copy of the complaint. The member may present his defence through an attorney-at-law if he so desires, at his own expense.

(e) All relevant documentation shall be passed by the Secretary to the Committee of Management.

(f) At this stage the Committee of Management may acquire the services of an attorney-at-law to advise it as to the relevant law.

(g) If a majority of the full Committee of Management deems it fit, the matter shall be referred to the Disciplinary and Ethics Committee which shall hold an enquiry into whether or not the member of the Company has been guilty of:

(i) A breach of the Paragraphs and By Laws of the Company; or
(ii) Conduct unbecoming of a member of the Company which tends to bring discredit on the Company or on the real estate industry.

(h) In the event that the member against whom a complaint is made is a member of the Committee of Management, the Committee of Management shall in the absence of the member set up a Special Disciplinary and Ethics Committee to hear the complaint. This special committee shall comprise one member of the Committee of Management and two persons from the general membership of the Company one of whom shall chair the committee.

14.7.3. Procedure for meetings of the Disciplinary and Ethics Committee or the Special Disciplinary and Ethics Committee.

(a) The Secretary shall serve upon the member against whom the complaint bas been made written notice of the date, time and place of the meeting at which the complaint is to be considered by the Disciplinary and Ethics Committee. This date shall not be less than ten (10) days after serving of the notice.

(b) If the member against whom the complaint has been made receives the written notice mentioned at (a) but:

(i) refuses or fails to appear before the Disciplinary and Ethics Committee; or
(ii) appears but refuses to defend himself when called upon to do so by the Disciplinary and Ethics Committee such conduct may be considered an admission of the complaint brought against the member.

(c) Both the Disciplinary and Ethics Committee and the member against whom the complaint had been made may be represented at the hearing before the Committee by an attorney-at-law of their choice and at their expense. In the case of the Disciplinary and Ethics Committee the prior approval of the Chairman of the Committee of Management to hire an attorney must be obtained and the expenses shall be paid by the company.

(d) After investigation, the Disciplinary and Ethics Committee shall make its recommendations to the Committee of Management within ten (10) days of the meeting.

(e) The Disciplinary and Ethics Committee may recommend that the Committee of Management:

(i) reprimand a member~
(ii) suspend a member for such time as the Committee of Management thinks fit~
(iii) expel a member from membership in the Company;
(iv) invite a member to resign from membership of the Company;
(v) make such order as may appear to the Disciplinary and Ethics Committee to be appropriate in the circumstances.

(f) In a case where the complaint was made against a member of the Committee of Management, that member of the Committee of Management shall recuse himself from any meeting of the Committee of Management at which the matter is considered.

(g) Secretary shall notify the accused member of the outcome of the enquiry 1ll writing within thirty (30) days of the hearing of the matter.

(h) A member forfeiting his membership through expulsion, suspension, or otherwise, shall forfeit all claim to any interest in the property of the Company or its assets.

(i) A member so excluded shall forfeit all claims to a return of money paid to the Company by way of annual subscription or otherwise, and shall cease to be a member of the Company, subject nevertheless to the obligations, if any, that the member may have incurred prior to cessation of his membership.

(j) A member who is dissatisfied with an order made by the Committee of Management on the recommendation of the Disciplinary and Ethics Committee under sub clause (e) may appeal in writing to the Committee of Management within 14 days of receipt of notification of the Committee’s recommendation by the Secretary.

(k) If the appeal is against an order for reprimand or suspension, it shall be heard by members of the Committee of Management other than those who constituted the Disciplinary and Ethics Committee that conducted the original hearing of the matter.

(l) The Committee of Management as constituted under (9) may recommend to the full Committee of Management that the earlier order for a reprimand, suspension or punishment other than expulsion or request for resignation be reversed.

(m) The appeal of a member against an order for expulsion or a request for resignation shall be subjected to the arbitration procedure at Paragraph

15. ARBITRATION

In the event that a member

(a) has been asked by the Committee of Management to resign; or

(b) has been ordered expelled from the Company by the Committee of Management; or

(c) in relation to some other dispute brought under the Code of Ethics and Standards of Practice does not accept the decision of the Committee of Management, that member may agree, in writing, that the Chairman of the Committee of Management refer the matter to two arbitrators, one of whom is an attorney-at-law of not less than ten years call to the Bar of Saint Lucia and the other, a real estate agent who is a Full Member of the Company and has been in full time practice for not less than ten years. In a case where the parties request arbitration, the costs must be borne by the parties and not the Company.

16. VOTING IN OTHER COMPANIES

All shares or debentures carrying voting rights in any other body corporate that are held from time to time by the Company may be voted at any and all meetings of shareholders, debenture holders (as the case may be) of such other body corporate and in such manner and by such person or persons as the Committee of Management shall from time to time determine. The officers of the Company may for and on behalf of the Company from time to time:

(a) execute and deliver proxies; and

(b) arrange for the issuance of voting certificates or other evidence of the right to vote
in such names as they may determine without the necessity of a resolution or other action by the Committee of Management.

17. NOTICES

17.1 Method of giving notice: Any notice or other document required by the Act, the Regulations the paragraphs or the by-laws to be sent to any member, member of the Committee of Management or Auditor may be delivered personally or sent by prepaid mail or cable or by facsimile to any such person at his latest address as shown in the records of the Company and to any such member of the Committee of Management at his latest address as shown in the records of the Company, and to the Auditor at his business address.

17.2 Waiver of Notice: Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

17.3 Undelivered Notices: If a notice or document is sent to a member by prepaid mail in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the member cannot be found, it shall not be necessary to send any further notices or documents to the member until the member informs the Company in writing of his correct address.

17.4 Signature of Notices: The signature of any member of the Committee of Management or Officer of the Company to any notice or document to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

17.5 Computation of Time: In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of sending the notice shall be included in such number of days or other period and the date of the meeting or other event shall be excluded from such number of days or other period, unless it is otherwise provided.

17.6 Proof of Service: Where a notice required under these by-laws is delivered personally to the person to whom it is addressed or delivered to his address as mentioned herein, service shall be deemed to be at the time of delivery of such. Where such notice is sent by post to any address in Barbados, service of the notice shall be deemed to be effected forty-eight hours after posting if the notice was properly addressed and posted by prepaid mail and if to an address outside of Saint Lucia ten days after posting it air mail. Where the notice is sent by cable or facsimile, service is deemed to be effected on the date on which the notice is so sent. A certificate of an officer of the Company in office at the time of the making of the certificate as to the facts in relation to the delivery or sending of any notice shall be conclusive evidence of those facts.

17.7 Omission and Errors: The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any member, officer of the auditor of the Company or any error in any notice affecting the substance thereof shall not invalidate any resolution passed or any proceedings taken at any meeting held pursuant to such notice or otherwise founded thereon.

18. EXECUTION OF INSTRUMENTS

18.1 Execution of instruments: Contracts, documents or instruments in writing requiring the signature of the Company may be signed by:

(a) The President or Vice-President together with the Secretary or the Treasurer, or

(b) any two members of the Committee of Management one of whom must be an officer
and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorization or formality. The members of the Committee of Management shall have power from time to time by resolution to appoint any officers or persons on behalf of the Company to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

18.2 Affixing Seal: The common seal of the Company may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officers or persons specified in paragraph 17.1 hereof

18.3 Transfer of property: Subject to section136 of the Act

(a) The President or the Vice-President together with the Secretary or the Treasurer; or

(b) any three directors shall have authority to sign and execute (under the seal of the Company or otherwise) all the instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

19. BANKING ARRANGEMENTS

Banking arrangements: Accounts of the Company shall be opened at such Bank or Banks as may be elected by the Committee of Management. All contributions, donations and other moneys of the Company shall be paid to the Treasurer who shall retain from it in his hands a sum not exceeding fifty dollars ($50.00) to meet current disbursements and deposit forthwith ant sums over and above this amount to the credit of the Company’s account at such Bank or Banks, and all cheques shall be signed by two persons, namely the Treasurer and any other officer of the Company.

20. SIGNATURES

Signatures: The signature of the President, Vice-President, the Secretary, the Treasurer or any director of the Company or of any officer or person appointed pursuant to paragraph 8.1 hereof by resolution of the Committee of Management may be printed, engraved, lithographed or otherwise mechanically reproduced upon any contract, document or instrument in writing, bond, debenture or other security of the Company executed or issued by or on behalf of the Company. Any document or instrument in writing on which the signature of any such officer or person is so reproduced shall be deemed to have been manually signed by such officer or person whose signature is so reproduced and shall be as valid to all intents and purposes as if such document or instrument in writing had been signed manually and notwithstanding that the officer or person whose signature is so reproduced has ceased to hold office at the date on which such document or instrument in writing is delivered or issued.

21. FINANCIAL YEAR

Financial year: The Committee of Management may from time to time by resolution establish the financial year of the Company.

22. AUDITORS

22.1 Appointment of auditor: The members at each Annual General Meeting shall appoint an auditor or auditors to hold office until the next Annual General Meeting and shall at the same time fix the remuneration, if any, payable to such Auditor or Auditors.

22.2 Duties of auditor: Every Auditor of the Company shall have a right of access at all times to the books and accounts of the Company, and shall be entitled to require from the Committee of Management and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditors, and the Auditors shall sign a certificate at the foot of the Balance Sheet stating whether or not all their requirements as Auditors have been complied with, and shall make a report to the members on the accounts examined by them, and on every balance sheet laid before the Company in Annual General Meeting during their tenure of office, and in every such report shall state whether in their opinion the Balance Sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the financial state of the Company, and such report shall be read before the Company in Annual General Meeting.

23. MINUTES OF PROCEEDINGS

Minutes: Correct minutes of the proceedings of the Company and the Committee of Management shall be kept by the Secretary. Minutes of the proceeds of the Company shall be open to the inspection of members at all convenient times.

24. CODE OF ETHICS AND STANDARDS OF PRACTICE

21.1 Code of Ethics and Standards of Practice: The Code of Ethics and Standards of Practice are hereto attached and shall be read and construed as forming part of this Bye Law.

25. SCALE OF FEES

Scale of Fees: The Committee of Management shall from time to time to publish scales of fees for the guidance of the members of the Company and to amend the same. Members of the Company shall not be bound by such scales of fees but rather shall refer to them as guidelines indicative of current practices in the industry. Publication shall be by written notice to each member of the association.

26. AMENDMENT OF BYE-LAWS

Amendment of bye-laws: Unless otherwise provided by the Act, any existing bylaws of the Company may be repealed or amended by by-laws passed by the Committee of Management and confirmed by the Members by a majority vote cast at a meeting called for the purpose.

27. RULES AND REGULATIONS

Rules and regulations: The Committee of Management may establish rules and regulations not inconsistent with the by-laws relating to the management and operation of the Company.

28. EFFECTIVE DATE

Effective Date: This Bye-Law shall come into force and take effect subject to confirmation by the members of the Company upon enactment by the Committee of Management.