EX-24. 2 rrd352365_399055.htm POWER OF ATTORNEY rrd352365_399055.html
                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints Mark Rohr as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described, to:

            (1) prepare, execute, deliver and file for and on behalf of the
        undersigned, in the undersigned's capacity as an officer and/or director
        of RE/MAX Holdings, Inc. (the "Company"), Form ID and Forms 3, 4, and 5
        (collectively the "Forms") in accordance with Section 16(a) of the
        Securities Exchange Act of 1934 and the rules and regulations thereunder
        as amended from time to time (the "Exchange Act");

            (2) do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
        any such Forms, including any electronic filing thereof, complete and
        execute any amendment or amendments thereto, and timely file such form
        with the United States Securities and Exchange Commission and any stock
        exchange or similar authority;

            (3) seek or obtain, as the undersigned's representative and on the
        undersigned's behalf, information on transactions in the Company's
        securities from any third party, including brokers, employee benefit
        plan administrators and trustees, and the undersigned hereby authorizes
        any such person to release any such information to the undersigned and
        approves and ratifies any such release of information; and

            (4) take any other action of any type whatsoever in connection with
        the foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the responsibility to file the Forms
is the responsibility of the undersigned, and the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act. The undersigned further acknowledges and
agrees that the attorney-in-fact and the Company are relying on written and oral
information provided by the undersigned to complete such forms and the
undersigned is responsible for reviewing the completed forms prior to their
filing. The attorney-in-fact and the Company are not responsible for any errors
or omissions in such filings. The attorney-in-fact and the Company are not
responsible for determining whether or not the transactions reported could be
matched with any other transactions for the purpose of determining liability for
short-swing profits under Section 16(b).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file the Forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 10th day of September 2013.

Signature: /s/ Geoffrey D. Lewis
           ----------------------------

Print Name: Geoffrey D. Lewis