CARLSBAD BUSINESS NETWORK

BYLAWS/CONSTITUTION

ARTICLE I - NAME

This organization shall be known as Carlsbad Business Network.

ARTICLE II- PURPOSE

SECTION 1: Carlsbad Business Network is an organization of Carlsbad business persons dedicated to the ideals of bettering their respective careers through the interchange of social and professional contacts. Each occupation is represented by only one member, and conflicts of occupation or business interest are not allowed. The Carlsbad Business Network is a self-funding not for profit organization. The organization is comprised of volunteers and a minimum of 70% of the membership and participants shall be Carlsbad residents.

SECTION 2: The basic goal of the organization shall be to expand each member’s business contacts through generation of “Leads”.

SECTION 3: A Lead is defined as a communication between two club members or a member and a nonmember which now or in the future could result in new business.

SECTION 4: The organization shall not be used in any way for political or religious purposes, nor shall it participate in the political candidacy of any person or the promotion of or opposition to any cause.

ARTICLE III - MEMBERSHIP

SECTION 1: Membership in Carlsbad Business Network shall be of the active class only.

A: Active membership shall consist of individuals and businesses of good community standing and ethical business practices, having business interests within the organizations geographical area.

B: The membership shall be composed of a cross section of those who are engaged in recognized lines of legitimate business.

C: Prospective members must visit one regular meeting. Following the first meeting the prospective member will receive an application. The Carlsbad Business Network is a self-funding not for profit organization. Dues shall be set from time to time to cover expenses. The completed application should be submitted along with quarterly dues of $75.00.The Membership Chair will validate the application by phoning the applicant and/or visiting the applicant’s place of business. Once the validation is complete the membership will vote on the new applicant at

the next regularly scheduled meeting. The Membership Chair will immediately inform the applicant of the outcome of the vote.

D: There shall be no conflicts in business interests, however members may represent multiple businesses. If a prospective member has a business that conflicts with or overlaps that of a member, that member has the responsibility to discuss the conflict with the prospective member. A written summary of how each member would represent their business shall be prepared and signed by the existing and prospective member and submitted to the Membership Chair. The Chair will brief the Board of Directors, which will have the final decision on whether a conflict truly exists, if the prospect is eligible for membership, and what constraints the two members will have in representing their respective businesses.

E: If more than one prospect from one business category submits a qualified application along with quarterly dues within a two week period a decision will be made in the following manner. At a regularly scheduled meeting, each applicant will be allowed no more than five minutes to present information about themselves and their company. After the presentations a question and answer period is allowable. The session will be moderated by the President and is not mandatory. The prospects will be dismissed and the membership will vote. The Membership Chair will immediately inform each applicant as to the results.

F: Attendance at all functions is expected. An alternate (employee, co-worker, family member) may attend in place of the member. Any member accumulating three unexcused absences in a row will be subject to Board of Directors review and possible termination from Carlsbad Business Network.

G: All members shall pay quarterly dues. Active members have one vote. Members must be current in payment quarterly dues to participate in voting.

H: Membership shall be owned by the individual or company which pays the quarterly dues.

I: If an individual member, who owns the membership, changes the company he represents, the Board of Directors shall have the right to approve or disapprove the new company, in accordance with the rules regarding membership conflicts.

J: If a company owns the membership and changes its representative or alternate, the Board of Directors shall have the right to approve or disapprove the new representative or alternate on the basis of these bylaws. If the Board disapproves the new representative or alternate, the Membership Chair shall immediately advise the company stating the basis for the disapproval.

K: Members may represent multiple businesses.

SECTION 2: Members are required to sign and abide by the following commitments:

A: Always have a fellow member supply business/individual products and/or services whenever possible.

B: Strive to recruit new members into Carlsbad Business Network

C: If I or my alternate have repeated non-excused absences from regular meetings the membership will be subject to forfeiture.

D: Provide a minimum of one Lead for each regular meeting.

E: The quarterly fees are non-refundable.

SECTION 3: A member may resign from the organization provided all indebtedness is paid. The resignation shall be submitted in writing to the Board of Directors and will processed at the next Board Meeting. The quarterly dues shall not be prorated.

ARTICLE IV - MEMBERSHIP TERMINATION

SECTION 1: Regular attendance of meetings and functions is vital to the success of Business Networks. The Board of Directors shall periodically review the individual active membership. Any member failing to actively participate in activities shall, at the discretion and upon majority vote (quorum required) of the Board of Directors, be terminated. The terminated member will be notified in writing by the Secretary.

SECTION 2: The members are authorized, as herein provided, to expel any member “for cause.’’ ‘‘For cause~~ as used in this section means:

A: Any conduct that brings the organization into public disrepute or violates the purpose for which the organization is formed.

B: Any willful failure or refusal to abide by the by laws of Carlsbad Business Network.

C: Any willful failure or refusal to pay any assessments levied pursuant to the provisions of these by laws.

D: Any willful failure or refusal to abide by the commitment statement set forth in Article III, Section 2 of these bylaws.

E: Conviction of any felony, or any crime involving moral turpitude.

F: Engaged in personal or professional misconduct or a breach of ethics of such a serious or disreputable nature as to render continued presence as a member of Carlsbad Business Network personally or professionally objectionable, severely embarrassing, or detrimental to the other members of the organization.

SECTION 3: On expulsion of a member, the membership is immediately and conclusively terminated. However, such member shall not be relieved of any liability for payment of dues and fees accruing prior to the hearing on the charge against them.

SECTION 4: Procedure. A written complaint will be presented to the Membership Chair. The Chair will interview the parties involved and inform the Board of Directors of the results in writing.

A: Proceedings against a member may then be initiated by resolution of the Board of Directors and adopted at any meeting at which a quorum of the Board is present.

B: On adoption of the resolution, the President, or Vice President if the President is unable or refuses to act, shall schedule that matter to be heard by the Board of Directors. The subject member shall be notified either in person or by United States mail to the address as it appears in the records at least one week prior to the date of the hearing.

C: The matter shall be heard at the next regular or special Board of Directors meeting at which a quorum is present.

D: The hearing shall be informal and rules of evidence and rules of judicial procedure need not be observed. The hearing shall be presided over by the President, or the Vice President if the President is unable or unwilling to do so, who shall:

•Read the charges against the member.

•Require the charges be verified by the testimony of the person or persons making the charges.

•Hear any other witnesses against the member.

•Allow the member to cross-examine each witness.

•Allow the member to make a statement on their own behalf

•Allow the member to call witnesses in their own behalf

•Allow the Board to question the member or witnesses.

•Rule on the admission and exclusion of evidence and

on questions of hearing procedure.

E: After closing the hearing, the Board of Directors shall vote on whether to discipline the member or to dismiss the matter. The discipline may be either in the form of reprimand or expulsion. The vote imposing discipline shall be final.

SECTION 5: An expelled member shall not be eligible for re-admission to Carlsbad Business Network. All rights of the subject member shall cease on their expulsion.

ARTICLE V - OFFICERS

SECTION 1: The officers of Carlsbad Business Network shall be a President, Vice President, Secretary / Treasurer, who shall be elected annually. In the event that any office becomes vacant for any reason whatsoever, the vacancy shall be filled by the Board of Directors. The founding officers for the initial term commencing on September 01,2002 and ending on December 31, 2003 shall be as follows:

President: George Reh

Vice President: George Shulman

Secretary/Treasurer Rebecca Moore

SECTION 2: The President shall serve as the executive officer, preside at all meetings of the membership, be an ex-officio member of all committees, exercise general supervision over organizational affairs, perform such other duties as are ordinarily incumbent upon a President, and shall preside over the Board of Directors meetings. Upon election, the President will appoint: Membership Chair, Program Director, Social Chair, 2 Members-at-Large.

SECTION 3: The Vice President shall perform such duties that are ordinarily incumbent upon the President, including temporarily assuming the duties of the President in the absence of the President, and such other duties as may be assigned by the President or the Board of Directors. The Vice President shall take roll at all regularly scheduled meetings of the club and inform the Board of Directors should a member’s attendance fall below organizational standards.

SECTION 4: The Secretary/Treasurer shall keep and maintain the minutes of all meetings of the Board of Directors and of business meetings. The Secretary/Treasurer also shall conduct all correspondence as may be required by the Board of Directors, and shall generally perform such duties that are ordinarily incumbent upon a Secretary/Treasurer. The Secretary/Treasurer shall keep and maintain records of all financial actions which shall include all records of membership fees, quarterly dues, fines, and all monies collected and disbursed and perform such duties that are ordinarily incumbent upon a Treasurer.

ARTICLE VI- DIRECTORS

SECTION 1: Carlsbad Business Network shall be governed by a Board of Directors.

SECTION 2: The Board of Directors shall consist of the President, immediate Past President, Vice President, Secretary/Treasurer. Each Board member shall have one vote.

The President shall preside over the Board of Directors and serve as Chairman of the Board.

Committee Chairpersons are appointed by the President to serve at the discretion of the Board. Vacancies shall be filled by action of the Board.

SECTION 3: The Board of Directors shall have control and management of activities and shall determine all policies, discipline members, and shall generally supervise the affairs of Carlsbad Business Network.

SECTION 4: The Board of Directors shall meet as needed. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business and a majority vote of those present shall be necessary to give effect to any action of the Board.

ARTICLE VII - ELECTION PROCEDURE

SECTION 1: Installation of officers shall be during the annual meeting, which is the first regular meeting in January 2004 and annually thereafter.

SECTION 2: During the meeting in November (commencing on November 3, 2003) the President shall appoint a Nominating Committee consisting of any three members other than the Board of Directors. The President shall designate the chairman of this committee. Committee duties shall be to make nominations, with the consent of those nominated, and to prepare a ballot for the election of officers.

SECTION 3: During the meeting in December, the Nominating Committee shall submit a list of nominees to the membership for consideration.

SECTION 4: Election of officers shall occur on the regular meeting in December. The first such election shall take place on December 02, 2003, and annually each December thereafter. Prior to the election, the President shall call for the Nominating Committee to re-read their nominations, and shall open the meeting for nominations from the floor.

SECTION 5: Upon motion to close nomination, ballots shall be distributed. Election results shall be announced during the same meeting. A simple majority of all votes cast shall be necessary to determine any officer elected. If a ballot does not show a majority for any nominee for a particular office, the President shall immediately cause further balloting to determine the officer elect. Prior to such subsequent balloting, the nominee having the lowest vote on the first ballot shall be dropped. The same procedure shall be followed if additional balloting is required to reach a majority of all votes cast for one nominee. If a simple majority is not possible, a coin shall be tossed by the President to determine a winner.

SECTION 6: In the case of a vacancy in the office of President, the Vice President shall succeed to the office. Vacancies in other offices shall be filled by the Board of Directors.

SECTION 7: Only members in good standing or the designated representative of a

business member shall be eligible to hold office or to vote and may not be more that 30

days in arrears on dues or fees.

ARTICLE VIII - MEETINGS

SECTION 1: Carlsbad Business Network shall hold a Monthly afternoon meeting starting at 5:15 PM. The business meeting begins promptly at 5:30 P.M. and members are deemed late if not present at that time. These regular meetings shall end promptly at 6:30 P.M.., except on special occasions as approved by the Board of Directors. The day and place of the meetings shall be determined by the Board of Directors. Other meetings may be called at the discretion of the Board of Directors.

SECTION 2: Name badges shall be worn at all meetings and functions of Carlsbad Business Network.

SECTION 3: The annual meeting shall be the first regular meeting in January. The first such annual meeting shall be on January 06, 2004 and annually thereafter. Newly elected officers shall be installed and will preside at that time.

ARTICLE IX - REVENUE

SECTION 1: Each new member shall pay quarterly fees of $75.00 in full. Payment of the fee is a prerequisite to admission to membership. This fee is non-refundable once membership is approved.

SECTION 2: Quarterly dues for 2002 and 2003 shall be $75.00. A member shall be regarded as in good standing if not more than thirty days in arrears in payment of any indebtedness.

SECTION 3: Quarterly dues shall be set by the Board of Directors and are due and payable the first weekly meeting of January, April, July, and October. A late fee of $25.00 dollars will be assessed if more than thirty days late. After forty-five days or three the membership will be forfeited.

ARTICLE X - COMMITTEES

SECTION 1: The Board of Directors shall determine the number and purpose of all special and standing committees necessary for the achievement of the objectives of this organization.

SECTION 2: The President shall, immediately following his election, appoint the chair persons and members of all committees.

SECTION 3: The Social Committee shall organize and promote Club social/networking functions at a frequency determined by the Board of Directors for all members, spouses, and guests.

SECTION 4: The Membership Committee shall endeavor to increase the membership and shall seek to secure and maintain members in accordance with these by laws. The committee shall further devise ways and means of maintaining an adequate membership of such standards as are provided in these bylaws. The committee shall consider all applications for membership, reviewing the information on membership applications and checking the references given prior to submitting its recommendations to the membership. The committee is also responsible for investigating any complaints and reporting the results to the Board of Directors.

ARTICLE XI-Communications

SECTION 1 The Secretary/Treasurer shall receive all written communications on behalf of the Board of Directors

ARTICLE XII - MISCELLANEOUS

SECTION 1: Any person who accepts membership in the Carlsbad Business Network shall be deemed to have accepted these bylaws as adopted by Carlsbad Business Network and shall be bound by them in all respects.

ARTICLE XIII - ORGANIZATION

SECTION 1: Carlsbad Business Network is an informal club that has not incorporated, formed as a not-for-profit organization, nor adopted any other form of entity. Bylaws, officers, board of directors, and other formalities are used by the organization solely as a means of maintaining order and accomplishing goals. No officer, director, chairperson, or member receives any form of compensation for services or other financial benefit. All funds collected are held in an account and are disbursed only for direct expenses in operating the Carlsbad Business Network