Ratified March 25, 2003

Article I - Name

The name of this unincorporated organization shall be "The Frederick Business Exchange Club," hereinafter referred to as FBEC.

Article II - Purpose

The principle purpose of the Frederick Business Exchange Club is to provide members of varied professions the opportunity through fellowship to further the members' business or financial interests. This goal is to be achieved by exchanging between members leads, ideas, and information.

The FBEC is neither a civic organization nor a service organization, but it may undertake civic or social activities upon the approval of a majority of a quorum of the club membership.

Article III - Officers and Their Duties

Section 1.

The FBEC shall have an Executive Board consisting of the following officers: President, Vice-President, and Secretary/Treasurer.

Section 2.

Each officer is responsible for the performance of his/her duties at each meeting, and is authorized and obligated to assign his/her duties to another in the event he shall be absent from a meeting.

 A.The President shall preside at the meetings and be responsible for supervising the affairs of the club. The President shall notify all members of meetings in a timely manner. The President shall be responsible for welcoming and inducting new members into the club.

 B.The Vice-President shall act in the President's absence. The Vice-President shall welcome guests, explain to them the purpose and operation of the club, and secure their application. The Vice-President shall be responsible for coordination and developing membership.

 C.The Secretary/Treasurer shall collect and provide an accounting for all dues, pay all appropriate bills, and make a regular financial report to the club, no less than every six months. The Secretary/Treasurer shall maintain the FBEC checking account and shall be responsible for recording of attendance, fees, and leads given and taken. The Secretary/Treasurer also shall be responsible for recording the minutes of the meetings.

Article IV - Election of Officers

Section 1.

Officers shall serve for a six-month term, commencing at the first meeting in October or April.

Section 2.

The President at the first meeting each August and February shall open nominations for candidates for the next term. All officers shall be elected by a majority of a quorum at the second meeting each August and February. Election results shall be announced at the first meeting in September and March. For the purposes of this Constitution and By-Laws, a quorum at any duly called meeting shall be one-third of the membership of the club.

Article V - Meetings

Section 1.

The FBEC shall meet the second and fourth Tuesday of each month for breakfast at 7:30 am, at a place determined by the membership.

Section 1.

The format of each meeting shall adhere to the format given in Attachment 1, FBEC Meeting Format. Each member is expected to present a lead to the club.

Section 3.

One member shall highlight his/her business at each meeting. So that all members may hear about one another's businesses, each member shall highlight his/her business once before another member repeats.

Section 4.

Members are encouraged to bring guests to all meetings.

Article VI - Membership

Section 1.

One representative shall be permitted to join the FBEC for each business or profession category. The FBEC shall be limited to a maximum of thirty-five (35) members.

Section 2.

If one member representing a business or profession changes said profession to one that is represented by another member, the member with the most seniority shall be the only representative of that profession.

Section 3.

There may be a maximum of two members from the same business in the FBEC. The alternate member may attend all meetings.

Article VII - New Members

Section 1.

Any member may sponsor a prospective member and shall present him/her to the membership of the club as a guest. A member who plans to bring a guest should first notify the President in order to avoid duplication of professions in the club.

Section 2.

The entire membership of the club has the responsibility of determining if a prospective member fills a vacant profession (see Attachment 2 for a list of professions), and if inclusion of said profession is advantageous to the club.

Section 3.

After attending a minimum of three meetings, each prospective member shall be voted on at the third meeting for acceptance into the club by a majority of a quorum of the club at a regular business meeting.

Section 4.

New members are required to pay dues on a prorated basis for the remainder of the year that they are accepted, and according to Article VIII thereafter. They are required to pay dues within two (2) meetings following their acceptance into the club, and they are required to highlight their business within four (4) meetings following their acceptance.

Article VIII - Dues, Leads, and Fines

Section 1.

There shall be Annual (January-December) dues of seventy-five dollars ($75.00), payable by check at the first meeting in January. Dues shall be paid by the second meeting in February; members who fail to keep their dues current will be classified as delinquent and subject to Article IX below. Dues shall be paid by the second meeting in February; members who fail to keep their dues current will be classified as delinquent and subject to Article IX below.

Section 2.

A member who provides a lead for another member at a regular meeting shall place one (1) business card for each lead into a "lead pool." A member who does not provide a lead shall contribute One Dollar ($1.00) to the lead pool. A lead is defined for the purpose of this Article as a business lead or the introduction of a guest at a regular meeting. A lead may be given to another member at any time preceding the meeting, but there shall be no reserve of members' leads from one week to the next.

Section 3.

The Secretary/Treasurer shall collect business cards or contributions to the lead pool from each member. Before the conclusion of the meeting, there shall be a drawing from the business cards in the lead pool. One-half (½) of the money deposited in the lead pool, rounded to the lower dollar, shall be presented to the member whose card is drawn. The Secretary/Treasurer shall deposit the remaining money into the FBEC treasury.

Article IX - Delinquent Members

Section 1.A member who is delinquent in paying his/her dues shall be considered an inactive member if, after the Secretary/Treasurer contacts him/her, he/she does not immediately pay dues in full and ask for reinstatement. The President shall then declare his/her profession classification open.

Section 2.Any member who misses three (3) consecutive meetings shall be declared dropped from membership and his/her profession classification re-opened. The Secretary/Treasurer will contact the member after he/she has been absent from two (2) meetings. Any member who knows in advance that he/she will miss a meeting shall contact an officer of the club prior to the meeting.

Section 3.Any member who has been dropped from membership for delinquency in paying dues or non-attendance can request reinstatement after bringing his dues to a current status and, in addition thereto, by paying a Five Dollar ($5.00) reinstatement fee. Such reinstatement shall require a majority vote of the Executive Board.

Section 4.As it is the duty of the Secretary/Treasurer to maintain an attendance record for the FBEC, in the event of a dispute concerning attendance, said record shall be considered conclusive and shall determine the status of all members.

Section 5.Any member may obtain a leave of absence from active participation in the meetings of the FBEC for any reasonable reason, and Sections 1-4 above will not apply, provided this section will apply only upon the approval of the Executive Board.

Article X - Activities

Section 1.

There shall be appointed by the President a Social Committee, and its function shall be to arrange all periodic social events as determined by the club membership. The Secretary/Treasurer shall pay the fees for each member attending such functions from the FBEC checking account.

Article XI - General

Section 1.There shall be no discrimination by age, gender, race, religion, or national origin in the consideration of any individual for membership.

Section 2.This Constitution and By-Laws may be amended at any time by a majority vote of the club membership.

Section 3.The President shall have the power to appoint committees. The President shall be chairperson of all committees and shall appoint all members of each committee.

Section 4.This Constitution and By-Laws represent all of the rules and regulations governing the FBEC.