---

AMENDED AND RESTATED BYLAWS OF
Triangle MLS, Inc. dba Doorify MLS
May 2026

ARTICLE 1: NAME, SHAREHOLDER, FISCAL YEAR

1.1 Name. The name of this organization is Triangle MLS, Inc., dba Doorify MLS (“Corporation”). The Board of Directors may authorize the Corporation to use other assumed names.

1.2 Shareholder. The sole shareholder of the Corporation is Raleigh Regional Association of REALTORS® (“Shareholder”).

1.3 Fiscal Year. The fiscal year of the Corporation is the calendar year.

ARTICLE 2: PURPOSES

The Corporation is formed to operate a multiple listing service (the “Service”) and for any other lawful purpose. The Service is a means by which cooperation among Participants is enhanced, by which information is accumulated and disseminated to enable authorized Participants to prepare appraisals, analyses, and other valuations of real property for bona fide clients and customers, and by which Participants engaging in real estate appraisal contribute to common databases; and it is a facility for the orderly correlation and dissemination of listing information so Participants may better serve their clients and the public.

ARTICLE 3: SERVICE AREA

The Service operates in the States of North Carolina and Virginia and in any other area designated by the Board of Directors.

ARTICLE 4: PARTICIPATION

4.1 Definitions.

      (a) A “Broker-in-Charge” or “BIC” is the licensed broker who is the individual registered with the North Carolina Real Estate Commission or Virginia Department of Professional and Occupational Regulation to oversee the operations and ensure compliance of a Participant Firm.

      (b) A “Participant” is a person so designated by the Service, subject to this Article.

      (c) A “Participant Firm” is the real estate brokerage or appraisal firm entity registered and licensed with the North Carolina Real Estate Commission or Virginia Department of Professional and Occupational Regulation where a Participant is affiliated. A Participant Firm may have more than one office recorded with the North Carolina Real Estate Commission and Virginia Department of Professional and Occupational Regulation.

      (d) “Cooperation” (and its derivative forms including “cooperate”), regarding a Participant Firm means: (a) that the Participant Firm shares information on listed property in the Service and makes property available to other Participants for showing to prospective purchasers and tenants when it is in the best interests of the Participant Firm’s clients; or (b) that the Participant Firm attempts to find buyers or tenants for properties listed in the Service. Participant Firms may cooperate in either or both ways.

4.2 Participants in General. Subject to this Article, any person who is a principal, partner, corporate officer, branch office manager, or BIC acting on behalf of a Participant Firm, shall be eligible to participate in the Service upon agreeing in writing to conform to the rules and regulations and to pay the fees the Board of Directors has adopted, as they are amended from time to time. However, under no circumstances is a person entitled to be a Participant unless they hold a current, valid real estate broker’s license and cooperate, or are licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property.

4.3 Active Cooperation Required. Mere possession of a broker’s license is not sufficient to qualify for participation. Rather, the Participant must actively endeavor during the operation of its real estate business to cooperate with respect to properties of the type that are listed on the Service. “Actively” means on a continual and on-going basis during the operation of the Participant’s real estate business. The “actively” requirement is not intended to preclude participation by a Participant or potential Participant (a) who operates a real estate business on a part time, seasonal, or similarly time-limited basis; (b) who has its business interrupted by periods of relative inactivity occasioned by market conditions; (c) who has not achieved a minimum number of transactions despite good faith efforts; or (d) based on the level of service provided by the Participant or potential Participant, as long as the level of service satisfies the law. The Service may not deny participation to a Participant or potential Participant who operates a Virtual Office Website (“VOW”) (including a VOW that the Participant uses to refer customers to other Participants) if the Participant or potential Participant actively endeavors to cooperate. The Service may evaluate whether a Participant or potential Participant actively endeavors during the operation of its real estate business to cooperate only if the Service has a reasonable basis to believe that the Participant or potential Participant is in fact not doing so. The requirements of this section shall be applied in a nondiscriminatory manner to all Participants and potential Participants.

4.4 Application for Participation. A potential Participant shall make application for participation in such manner and form as the Board of Directors prescribes. The Service shall make the application available to any person requesting it, and it shall contain a signed statement by the potential Participant agreeing to abide by these bylaws and any other applicable rules and regulations of the service as the Board of Directors may amend them from time to time.

4.5 Use of Information Limited. Use of information developed by or published by the Service is strictly limited to the activities authorized under a Participant’s licensure(s) or certification, and all other uses are prohibited. Nothing in these bylaws conveys to Participants any right of access to information developed by or published by the Service where access to such information is prohibited by law.

4.6 Nonmember Participants. The Board of Directors may direct that the service distinguish between Participants who are members of the National Association of REALTORS® and Participants who are not members in the following ways:

       (a) The Service may charge a higher, differential fee, due only from nonmember Participants.

4.7 Subscribers. Subscribers (or users) of the Service include non-principal brokers, sales associates, and licensed and certified appraisers affiliated with Participants, any home inspector or general contractor licensed in the state of North Carolina, and other persons designated as “subscribers” by the Board of Directors.

ARTICLE 5: SERVICE CHARGES

The Board of Directors shall determine the charges made for participation in the Service and may revise them from time to time.

ARTICLE 6: GOVERNING BODY

       A. Government of the Service The government of the Service shall be vested in a Board of Directors composed of the elected Officers and Directors nominated and elected as described in this Article.

       B. Officers of the Service The officers of the Service, who need not be elected Directors, shall be a Chairperson of the Board, President, a Vice President, and a Secretary-Treasurer, and shall have such duties as described in this Article.

       C. Board of Directors The Board of Directors shall be made up of Directors-at-Large, Stakeholder Association Directors of qualifying Stakeholder Associations, and one (1) elected member of the Stakeholder Association Council. There shall be no more than fifteen (15) directors, but no fewer than nine (9) elected Directors of the Service, who will serve three-year terms, but may be elected to serve successive terms without limitation, plus one non-voting Director appointed annually by the Raleigh Regional Association of REALTORS® and the current Chief Executive Officer of Raleigh Regional Association of REALTORS® as the non-voting owner’s representative. Elections shall be staggered so 1/3 (one third) of the seats shall be elected in each year. Directors must be Subscribers of the Service; provided, however, that up to two non-voting Directors may be appointed by the Board from real estate-related industries without being Subscribers. Non-Subscriber Directors shall serve one-year terms Directors may not serve as a Stakeholder/Shareholder Association President, President-Elect or Vice President during their term as a Director of the Service.

Directors shall take office upon the effective date of their election and shall continue until a successor or replacement is elected, and notice has been received by the Corporation. If a Director misses three meetings in a calendar year or two consecutive meetings he or she will be disqualified from further service on the Board. If a Director seat becomes vacant for any reason, his or her replacement shall be appointed by a majority of the remaining Directors.

       D. Nomination and Election of Officers and Directors

               Section 1: Nominating Committee: The nominating committee will consist of the Officers and Directors of the Corporation. The Nominating Committee will propose a slate of nominees. No more than two (2) Directors may serve at the same time from any single company.

               Section 2: Rights of Stakeholder Associations to Select Nominees: By August 1st, each Stakeholder Associations shall propose up to two nominations through the action of the Association. Nominees must hold primary association membership. These nominations must be submitted by the Association Executive to the CEO of the Service. All nominations through the action of the Stakeholder Associations shall be included on the ballot along with the nominees proposed by the Nominating Committee.

               Section 3: Rights of Participants to Select Additional Nominees: Following the meeting of the Nominating committee, a person may be proposed for nomination by a petition submitted to the CEO which is signed by at least 10 Participant Firms eligible to vote in the election. All individuals which are "petitioned" for nomination will be included on the ballot along with the nominees proposed by the committee.

                Section 4: Directors-at-Large: The total Director-at-Large seats shall be the number of Stakeholder Association Director seats, plus the Stakeholder Association Council seat plus one (1).

                Section 5: Stakeholder Association Directors: One Director will be elected from each of the Stakeholder Associations that have 400 or more active members who are also primary subscribers of the Association. Stakeholder Association Director membership entitlement count date is as of August 1st of the current year. If the Stakeholder Association member count falls below the 400 members, the Director will serve out the current term, and the entitlement to a director shall be revoked for future terms until the membership entitlement count returns to 400 or more,

                Section 6: Stakeholder Association Council Director: The Stakeholder Association Council shall elect from their membership, each December, one individual to serve on the Board of the Service. This representative will serve a one (1) year term and must be a Service subscriber from a Stakeholder Association other than Raleigh Regional Association of REALTORS®.

                Section 7: Voting: The number of votes that each Participant Firm will be entitled to cast to elect Directors shall be determined as follows:

                         A. Each Participant Firm will have:

                                    a. One vote for itself,

                                    b. One vote for each residential listing entered into the MLS by the firm in the period between the prior                                               September 1 and August 31, regardless of the listing status at August 31, and
                                   
                                    c. One vote for each residential listing placed in a “Closed” status in the period between the prior                                                       September 1 and August 31, with the Participant Firm named as the selling/cooperating firm. The Chief                                              Officer, President of the Participant Firm or designee(s) shall cast all eligible votes.

                         B. Voting will be cumulative, meaning that the number of votes cast by each Participant Firm will be the number of                          votes as determined above, times the number of seats to be elected. The total number of votes may be cast                                    cumulatively for any one or more of the nominees.

                         C. For the purpose of establishing a quorum sufficient for the election Directors ballots must be cast by:

                                     a. A minimum of ten (10) percent of the Participant Firms eligible to vote, or

                                     b. Participant Firms representing 20% of the Subscribers

                                     c. In the event a quorum is not achieved, the Board of Directors of the sole shareholder will determine the                                             Directors to fill the open seats by vote.

                         D. The election will be by written ballots by postal mail or other electronic means in accordance with procedures                              adopted by the Board of Directors. Directors will take office on January 1 of each year.

                         E. If, after the close of nominations, the number of eligible nominees for any category of Director position does not                           exceed the number of open positions in that category, those nominee(s) shall be deemed elected by acclamation                           (without the need for a vote) and no ballot shall be required for those position(s). If all Director positions to be                                 filled in a given election cycle are uncontested, no election ballot will be distributed, and no election shall be                                     conducted.

                 Section 8: Shareholder Removal of Directors: The shareholder retains the power to impeach and remove any Director who fails or refuses, after written notice, to perform his or her duties as a Director in a manner consistent with the policies and guidelines established by the National Association of REALTORS® for the operation of a Multiple Listing Service.

                 Section 9: Multiple Elected Directors: In the event a merger or acquisition of companies or an elected Director’s change in company affiliation results in three or more elected Directors serving from a single Participant, a formal request will be sent by the Chairperson of the Corporation to the Participant requesting the resignation of all but two Directors to comply with the bylaws of the Corporation. The resignations must be effective at the beginning of the first scheduled meeting of the Board of Directors immediately following the merger or acquisition or the elected Director’s change in company affiliation.

        F. The Election of Officers The Officers of the Corporation shall be elected annually by a vote of the Directors of the Corporation, in accordance with these Bylaws. Nominations and elections will occur at the December Board meeting. The Officers shall serve for a two-year term but may be re-elected to successive terms without limitation. In the event of a vacancy the Board will elect a replacement at its next Board meeting. For the December 2026 election, the Board will elect the Chairperson and two Vice Chairpersons for two-year terms. The Co-Vice Chairpersons will serve staggered two-year terms. The CFO and Corp Secretary are appointed by the CEO of the service.

       G. Officers and Directors The Officers and Directors shall be authorized to act on behalf of the Corporation as follows: All positions can only be held by Directors or Staff that are currently in their roles with the Service.

                a. The Chairperson (Chair) presides over the Board meetings, sets the agenda, and facilitates discussions of the Board. The Chair, working with the Board and leadership, will set strategic vision for the organization. The Chair will serve as a liaison between the Board and the CEO of the Service, the CEO of RRAR and other stakeholders. The Chair will ensure good governance and open and proper communication.

                b. The Co-Vice Chairpersons (Vice Chair) shall, in the absence of the Chairperson, perform all the duties of the Chairperson.

                c. The Chief Executive Officer (CEO) of the Service shall have the responsibilities of acting as liaison to area Associations of REALTORS®, researching new products, negotiating vendor agreements and shall have sole authority to hire, terminate and set compensation for all paid staff of the Corporation. The CEO shall have full authority to manage and direct the operations of the Corporation in accordance with the policies and directives of the Board and will attend and participate in the Board meetings and discussions of the Directors.

               d. The Chief Financial Officer (CFO) shall be the custodian of the funds of the Corporation and shall keep an accurate record of all receipts and disbursements. The CFO shall provide to the Board of Directors quarterly statements of all accounts and financial affairs for the Corporation.

               e. The Corporate Secretary shall keep the minutes of the meetings of the Board of Directors and Executive Committee meetings. The Corporate Secretary shall give all notices of the Corporation and shall have charge of the corporate seal and affix the name to all documents properly requiring such seal.

                f. The Board of Directors of the Corporation shall be the governing body of the Corporation and shall direct the affairs of the Corporation and shall approve an annual budget and authorize all expenditures of funds. The Board of Directors with the aid and assistance of the Officers shall, prior to the end of each fiscal year, prepare a budget reflecting projected costs and expenses of the Corporation for the next fiscal year, indicating projected income from all sources. The Board of Directors shall employ such executives as it deems necessary to conduct the operations and administrative business of the Corporation. The Board of Directors shall have the right to make an audit of all books and accounts at any time without notice. The Board of Directors shall have the power from time to time to adopt such Rules and Regulations as they may deem appropriate, subject to the review and approval requirements of Article 13 here below. Except for the requirement for such approvals, the action of the Board of Directors shall be final.

              g. Any Participant who is or becomes involved with any competing multiple listing service as an owner, officer, director or in any other capacity except as a Participant or Subscriber will be immediately disqualified from service on the Board of Directors of the Corporation.

               h. The Board of Directors shall meet at least quarterly or more frequently as it shall determine. The Board may set a regular date and time for its meetings, in which case no notice of meeting will be required. In all other instances, at least forty-eight (48) hour’s notice of a meeting must be given to each Director. Notice by email, telephone, or hand delivery shall be sufficient. At any meeting of the Directors, a quorum of at least fifty percent (50%) of elected Directors must be present for the approval or authorization of any action by or on behalf of the Corporation.

ARTICLE 7: OFFICERS

7.1 Officers of the Service The officers of the Service shall be the Chairperson, two Vice Chairpersons, the Shareholder Executive Director as the owner’s representative. The officers of the Service along with the Shareholder Executive Director shall make up the “Executive Committee”; the Shareholder Executive Director is voting on the Executive Committee. A person may serve in any officer role for successive terms without limitation.

7.2 Duties and Authority. The officers have the duties and authority set out for them in this Article, along with any other duties or authority the Board of Directors assigns or delegates to them.

7.3 Chairperson. The Chairperson presides over, sets the agendas of, and facilitates discussions at meetings of the Board of Directors; serves as the key liaison between the Board of Directors and the CEO, and between the Corporation and the Shareholder and other stakeholders; and is responsible for good governance and open and proper communication. The Board of Directors elects the Chairperson at the first meeting of the year from among the Directors. For the sake of continuity in leadership but subject to the judgment of the Board of Directors, the Board of Directors should prefer to elect as Chairperson either the person whom it last elected as Chairperson or the person whom it last elected as Vice Chairperson.

7.4 Co-Vice Chairpersons. The Co-Vice Chairpersons perform, in the absence of the Chairperson, all the duties of the Chairperson. The Board of Directors elects the Co-Vice Chairpersons at the first meeting of the year from among the Directors.

7.5 CEO. The CEO has full authority to manage and direct the operations of the Corporation in accordance with the policies and directives of the Board of Directors. Without limiting the generality of the previous sentence, the CEO attends and participates in meetings and discussions of the Board of Directors; acts as the Corporation’s liaison to area Associations of REALTORS®; supervises research into new products and negotiation of vendor agreements; and has sole authority to hire, terminate, and set compensation for all other paid staff of the Corporation. The Board of Directors hires and supervises the CEO.

7.6 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and Executive Committee. The Secretary gives all notices of the Corporation. The CEO appoints the Secretary, who may be an employee or Director of the Corporation.

7.7 CFO. The CFO is the custodian of the funds of the Corporation and keeps an accurate record of all receipts and disbursements. The CFO shall provide to the Board of Directors quarterly statements of all accounts and financial affairs for the Corporation. The CEO appoints the CFO, who may be an employee or agent (such as outside CPA) of the Corporation.

7.8 Removal, Resignation, and Vacancies. A sitting officer who becomes ineligible to be elected as an officer (for example, by resigning from the Board of Directors) is deemed to have resigned. The Board of Directors may remove any officer at any time, with or without cause. If an office becomes vacant for any reason, the authority with power to appoint the officer shall appoint a successor to serve the remaining term of the departing officer.

ARTICLE 8: COMMITTEES AND COUNCILS

8.1 Executive Committee. There shall be an Executive Committee consisting of the Chairperson, the Co-Vice Chairpersons, the CEO, the CFO, and the Shareholder’s chief executive officer as voting members, and the Secretary as a non-voting member. The Executive Committee shall meet regularly to finalize agendas, oversee the execution of the strategic plan and annual budget of the Corporation and to assist in the preparation of the annual budget presentation to the Board. The Executive Committee may act in the Board of Directors’ stead with full authority to make urgent decisions and provide crisis management if the Board of Directors cannot reasonably be convened to do so. The Executive Committee is not, however, authorized to approve expenditures outside of the annual approved budget of the Corporation. The Executive Committee shall report all its actions to the Board of Directors for its review at its next occurring scheduled meeting.

8.2 Nominating Committee. There shall be a Nominating Committee consisting of the Directors and Officers of the Corporation.

8.3 The Stakeholder Association Council (“SAC”). There shall be a Stakeholder Association Council.

       (a) Selection. By September 1 of the year before the appointment is to be effective, each Stakeholder Association that had 100 or more Affiliated Members as of the previous August 1 may appoint up to three persons to serve one-year terms on the SAC. The term of office of a member of the SAC continues for a full year, regardless of the Affiliated Member counts of their appointing Stakeholder(s) after August 1 of the previous year. A Stakeholder Association may continue to appoint members of the SAC only so long as its Affiliated Member count as of the previous August 1 remains 100 or more.

       (b) Qualifications. Subject to subsection (a), each Stakeholder Association shall appoint to the SAC as its representatives (i) the chief executive officer of the Stakeholder Association or their delegate; and (ii) two subscribers of the Service, each of whom has a minimum of three years of experience in real estate. Members of the SAC may serve successive terms without limitation.

       (c) Responsibilities. The SAC will meet at least quarterly to discuss the Service, including potential addition or removal of products, rules, policies, etc.

ARTICLE 9: MEETINGS

9.1 Board Meetings. The Board of Directors shall meet at least quarterly. The Board of Directors may set regular times for its meetings, in which case no notice of meeting is required. The CEO, the Chairperson, or any three Members of the Board of Directors may call a special meeting, in which case all directors must receive no less than forty-eight hours of notice in advance of the meeting. Meetings of the Board of Directors may be held in person, by means of remote communication, or by any combination thereof as determined by the Board, so long as all directors participating may simultaneously hear one another. At any meeting of the Board of Directors, a quorum consists of half the number of Voting Directors.

9.2 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if the action is taken by unanimous consent of the directors entitled to vote on such action. Such consent shall be evidenced by one or more written consents describing the action taken and delivered to the Corporation.

9.3 Electronic Consents and Electronic Voting. Written consents by the Board of Directors may be delivered to the Corporation by electronic transmission, including electronic mail, through an electronic board management or voting platform, or any other means of remote voting as determined by the Board, to the fullest extent permitted by North Carolina law. An electronic transmission shall be deemed delivered by a director if it reasonably appears to have been sent or authorized by such director, and shall be retained in a form capable of being reproduced in written form. Participation by at least 75% of voting Directors is required for any electronic vote to be valid, and approval of the matter submitted to an electronic vote shall pass only if it satisfies the approval threshold required under these Bylaws or applicable law.

9.4 Emergency Meetings.

Notwithstanding Section 9.1, the CEO, Chairperson, both Co-Vice Chairpersons, or any four Members of the Board of Directors may call a meeting on an expedited or emergency basis, when prompt action is reasonably necessary to address significant matters affecting the Corporation, including the unexpected departure, death, or incapacity of the CEO or other key executives, material legal or regulatory matters requiring timely action, significant financial or liquidity concerns, or other material disruptions to the business.

At least eight (8) hours’ notice of any such meeting shall be given to all directors (including via electronic communication). The notice will be sent by the Corporate Secretary or CEO and shall include a general description of the purpose of the meeting, and the Board may consider and act upon matters reasonably related to such purpose or necessary to address the circumstances giving rise to the meeting.

Attendance at the meeting constitutes waiver of notice unless a Director objects at the outset. Notwithstanding the foregoing, if an emergency exists within the meaning of N.C. Gen.Stat. § 55-3-03 such that a quorum of the Board cannot readily be assembled, the Board may act in accordance with that statute. This Section is intended to supplement, and not limit, the emergency powers provided under N.C. Gen. Stat. §55-3-03.

ARTICLE 10: INDEMNIFICATION

The members of the Board of Directors, the CEO, and the officers of the Corporation (“Indemnitees”) shall not be liable for any mistake of judgment, negligence, or other act or omission, except for individual willful misconduct or bad faith. The Corporation shall indemnify and hold harmless the Indemnitees to the fullest extent allowed by the law (a) against all liabilities to others arising out of contracts made by Indemnitees on behalf of the Corporation, unless any such contracts shall have been made in bad faith or contrary to the provisions of these Bylaws; and (b) against all liability arising out of any other actions taken by Indemnitees in good faith within the course of their duties and the scope of their authorities. The Corporation shall advance expenses to any Indemnitee under the circumstances permitted by law and to the full extent permitted by law for any proceeding arising under this paragraph.

ARTICLE 11: AMENDMENTS

11.1 Amendments to Articles of Incorporation and Bylaws. Subject to section 11.2, the Board of Directors may amend the Corporation’s Articles of Incorporation and Bylaws.

11.2 Amendments Requiring Shareholder Approval. The Shareholder must ratify any amendment of Article 6, Sections B, C, or D.8 or Article 13.

Article 12: Dividends, Net Revenues and Rebates

Dividends may be paid at the discretion of the Board of Directors in an amount determined by the Board of Directors. Net revenue beyond amounts necessary for capital requirements and reasonable reserves may be waived, rebated, or credited to Participants in amounts to be determined by the Board of Directors.

Article 13: Dissolution

In the event this Service shall at any time terminate its activities, the Board of Directors shall consider and adopt a plan of liquidation and dissolution with the approval of the Participants thereof and of the Board of Directors of the Raleigh Regional Association of REALTORS®. Said plan shall provide for the collection of all assets, the payment of all liabilities, and that the remaining portions thereof be assigned to the parent corporation, namely, Raleigh Regional Association of REALTORS®.