BizNET, Inc.

BYLAWS

Approved and Adopted

At a Regular Meeting of the Members

October 21, 2009

 

BizNET, Inc.

 

ARTICLE I - NAME

The name of the Corporation shall be BizNET, Inc.

ARTICLE II - PURPOSE

Section 1: BizNET is an organization of business persons dedicated to the ideals of bettering their respective careers through the interchange of business activities and professional contacts. Each occupational endeavor is represented by one member and conflicts of interest are disallowed.

Section 2: The basic goal of the Corporation shall be to enhance its members= businesses and careers through the interchange and development of leads and not for pecuniary profit.

Section 3: A Alead@ is defined as a contact arranged between two members or between a member and a non-member, which could potentially lead to a business transaction for a member. The contact must be expecting a call; i.e., it must be a “warm” lead.

Section 4: The Corporation shall not be used in any way for political purposes nor shall it actively participate in the political candidacy of any person or cause.

ARTICLE III - MEMBERSHIP AND CLASSIFICATION

Section 1: (a) The membership of the Corporation shall consist of men and women of good character and community standing and each member shall have one vote. Membership shall be owned only by individuals, not by corporations or other entities.

(b) The membership of the Corporation shall be composed of occupations listed on the official membership category list attached as Exhibit A and as may be amended by the Board from time to time. A member may control only one of these occupations, must work regularly in that occupation, and must have an appropriate level of experience. Any disputes as to areas covered by a membership category shall be decided by the Board of Trustees.

(c) Prospective members must attend at least one meeting and submit an application to the Membership Chairperson. Prospective members may not attend a third meeting until such time as the prospective member has filed an application for membership, an inspection of the prospective member=s business has been completed, the prospective

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member=s application for membership has been approved by the membership, and the prospective member has paid all required membership fees. A written membership vote will be taken on a prospective member=s application at the meeting next following the Inspector=s inspection of the prospective member=s business. There will be no voting by proxy. Three (3) Ano@ votes shall be sufficient to deny an applicant membership, unless there are more than thirty (30) members in the Corporation. If there are more than thirty (30) members, as of the beginning of the quarter in which the vote is taken, ten percent (10%) of the members shall be required to vote Ano@ to deny the applicant membership. Fractional numbers shall be rounded up or down to the nearest whole number. The name and telephone number of each member voting “no” must appear on all no votes. If the Board of Trustees determines, in a quorum vote, that the “no” votes were for the purpose of keeping a prospective member out for the purpose of saving category coverage for a member who is not holding that category, or for any type of religious, racial, or sexual bias, such Ano@ votes shall not be counted.

(d) Speak-off: If two people apply for the same category within a two meeting interval, a speak-off will occur at the third meeting. A five minute presentation by each person will be required at that meeting. Ballots will be passed and the person receiving the majority of written votes will become the member. Inspections and membership checks must be completed, and checks for membership fees and dues received, prior to the speak-off.

(e) An alternate may represent the member up to three (3) times per year. The alternate must be knowledgeable in the member’s business and cannot represent a business which conflicts with a currently occupied category. The alternate cannot hold any office or committee position and has no voting rights.

(f) Memberships are nontransferable and cannot be sold.

(g) Occasionally, a slight overlap of occupations will occur and conflicts of interest will become apparent. In case of a conflict, the proposed member must write a letter outlining the specific areas covered by his or her category. The letter must then be approved by the Board of Trustees.

(h) If a member changes the category which he or she represents, the Board of Trustees shall have the right to approve or disapprove the new category.

(i) The Board of Trustees has the right to extend a "Leave of Absence" to any member. Dues and fines will continue to be due during the Leave of Absence. A majority vote by the Board of Trustees, after reviewing the member's participation in total, is required. This may be done for vacation, illness, accident, personal matters, etc. The "Leave of Absence" can be for up to three calendar months. It must be reviewed at that time.

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(j) Each member shall attempt to recruit at least one new member each calendar year.

(k) A member who is unable for any reason to attend a meeting shall call or email the Vice President in advance, if possible, but in any event no later than 7:00 a.m. on the morning of the meeting.

(l) Any member may resign from this Corporation at any time. The resignation shall be submitted in writing to the Board of Trustees and shall become effective when accepted by the Board. Membership fees and quarterly dues are not refundable.

ARTICLE IV: MEMBERSHIP COMMITMENT

Section 1: Members shall make the following “Commitment”:

(a) Have a fellow member satisfy my business or personal needs whenever possible.

(b) Make a good faith effort to bring guests to meetings of the corporation and refer at least one new member for the Corporation each year.

(c) If a member or the member=s alternate misses three (3) meetings, regardless of the reason, in a rolling quarter (i.e., the thirteen week period immediately preceding such absences), the Vice President (or other officer) shall notify such member not to attend the next regular meeting and advise such member that he or she will be subject to a vote at such meeting to determine whether such member shall continue to be a member or whether such member’s membership shall be terminated and that such member has the right to contact the membership directly by e-mail to provide an explanation of the reason(s) for his or her absence. At such next regularly scheduled meeting, a vote shall be taken by secret ballot of those members in attendance as to whether such member shall continue to be a member of BizNet or whether such member’s membership shall be terminated. The results of the ballot shall be confidential, except that the Trustees shall review the ballots and the Vice President (or other officer) shall promptly notify such member whether such member’s membership has been terminated or not.

(d) If the vote under (c) above is for the member to remain in the group, then if, within the next twelve (12) months following the vote, the member should again miss three (3) meetings within a rolling quarter commencing with the next meeting following the meeting at which the vote is taken, the member’s membership in Biznet shall automatically terminate as of the date of the third missed meeting in such twelve month period following the vote. A member terminated in this manner may re-apply for membership in BizNet upon submission of an application and payment of the membership fee.

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(e) A member arriving late or leaving early at a meeting will not be tolerated, and for attendance purposes will count as an absence for calendar quarter attendance.

(f) Report any breach of ethics to the Ethics Committee.

(g) Membership fees are nonrefundable.

(h) Conform to these bylaws as amended from time to time.

Section 2: Any member more than thirty (30) days in arrears in the payment of dues and/or financial obligations to the Corporation, shall stand suspended and shall be notified forthwith in writing by the Secretary of the Corporation. Such member, upon payment of the arrears and upon making application for reinstatement to the Board of Trustees, may, by majority vote of the Board of Trustees (quorum required) be reinstated within thirty (30) days of the date of aforesaid written notice from the Secretary. If such member does not make full payment of the amount in arrears and apply for reinstatement within ten (10) days of the date of aforesaid written notice, the member shall be dropped from the membership and shall be so notified forthwith in writing by the Secretary.

Section 3: (a) From time to time, the Board of Trustees shall review the individual active members based on the following criteria: regular timely attendance at member meetings, which is vital to the successful functioning of the Corporation, and participation in Corporate activities, quantity and quality of leads provided, number of guests and new members generated, compliance with the member=s commitment under Section 1, and overall contribution to the success and development of the Corporation.

(b) At the discretion of the Board of Trustees, any member who, without excuse shall fail to regularly timely attend member meetings, actively participate in the activities of the Corporation, generate a sufficient quantity and quality of leads, guests, or new members, or otherwise contribute to the success and development of the Corporation shall, at the direction of a majority vote of the Board of Trustees (quorum required) be terminated and shall be notified thereof in writing by the Secretary.

Section 4: The members are authorized, as herein provided, to suspend or expel from membership any member of this Corporation for good cause.

Section 5: “Good Cause”, as used in this Section, means:

(a) Any conduct that brings the Corporation into public disrepute or violates the purpose for which this Corporation was formed.

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(b) Any willful failure or refusal to abide by the articles, bylaws, or rules of this Corporation.

(c) Any willful failure or refusal to pay any assessments levied pursuant to the provisions of these bylaws.

(d) Any willful failure or refusal to abide by the Commitment set forth in Article IV Section 1.

(e) Conviction of any felony or any crime involving moral turpitude.

(f) Any conduct that causes any member to come into public disrepute.

(g) Any conduct unbecoming of a professional person, or which causes severe embarrassment, either personally or in the business community, to any other member.

(h) Any personal or professional misconduct or a breach of the Code of Ethics of this Corporation of such a serious nature as to render his/her continued presence as a member of the Corporation personally or professionally obnoxious or detrimental to the other members of the Corporation.

(i) Any willful failure or refusal to pay any just debt to the Corporation which is validly due and owing by such member.

Section 6: (a) Members shall review all violations of the "Good Cause" provisions of Section 5. Any and all alleged violations of the "Good Cause" provisions of Section 5, shall be in writing, and addressed to the President, unless the President is the alleged violator, in which case the writing shall be addressed to the Vice President. The President or Vice President, as the case may be, shall forward a copy of the writing to all of the members immediately upon its receipt.

(b) Members shall abide by and be bound by the by-laws of the Corporation with reference to the manner of conducting their investigation of the alleged violation. A copy of the by-laws of the Corporation shall be made available to each member and to the alleged violator.

(c) The members shall, by majority vote, dismiss the alleged violation(s), suspend the member, or expel the member. The vote of the members shall be final and binding.

(d) For “suspensions” all voting and other rights of the member during the term of his or her suspension are terminated. Such member shall not be relieved of any liability for payment of dues falling due or levied during the period of his or her suspension.

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(e) Upon termination of a member=s membership for any reason, such member shall not be relieved of any liability for payment of dues accruing prior to termination.

Section 7: All rights and privileges of the subject member in the Corporation or in its property shall cease on his or her termination.

ARTICLE V - OFFICERS

Section 1: The officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer who shall be elected annually. The President may not hold office for more than two consecutive terms or until his or her successor is duly elected or appointed as provided by these bylaws. In the event that any office other than the office of President becomes vacant for any reason whatsoever, the vacancy shall be filled forthwith by the Board of Trustees.

Section 2: The President shall serve as the executive officer of the Corporation, preside at all meetings of the membership, be an ex officio member of all committees (except the Nominating Committee), exercise general supervision over affairs of the Corporation, perform such other duties as are ordinarily incumbent upon a President and report to the Board of Trustees.

Section 3: The Vice President shall perform such duties that are ordinarily incumbent upon the Vice President and such other duties as may be assigned by the President or the Board of Trustees.

Section 4: The Secretary shall keep and maintain the minutes of the meetings of the Board of Trustees and business meetings, and shall conduct all correspondence as may be required by the President or Board of Trustees and shall generally perform such duties that are ordinarily incumbent upon a Secretary.

Section 5: The Treasurer shall keep and maintain records of all financial actions of the Corporation which shall include all records of membership initiation fees, dues, fines and all monies collected and disbursed. The Treasurer shall prepare quarterly and annual statements for the Corporation and generally perform such duties that are ordinarily incumbent upon a Treasurer. The Treasurer is responsible for filing any and all tax returns required to be filed with the Internal Revenue Service and State taxing authorities. Any income received by the Corporation shall be applied only for the purposes of the Corporation, and no part of the income shall benefit any trustee, officer or member.

ARTICLE VI - TRUSTEES

Section 1: The Corporation shall be governed by a Board of Trustees.

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Section 2: The Board of Trustees shall consist of the President, the immediate past President, the Vice President, the Secretary, the Treasurer and two members at large to be elected by the membership. The President shall preside over the Board of Trustees and be the Chairman of the Board. In the event of a Trusteeship becoming vacant for any reason whatsoever, such vacancy shall be filled by action of the Board of Trustees, and such appointee shall serve for the duration of the term of the individual being replaced. Each Trustee shall be an active member in good standing.

Section 3: The Board of Trustees shall have control and management of the Corporation=s activities, determine all policies, and generally supervise the affairs of the Corporation.

Section 4: The Board of Trustees shall meet at least annually and at such other times as the Board shall determine. A majority of the Board of Trustees shall constitute a quorum for the transaction of business. A majority vote of those present (quorum required) shall be necessary to give effect to any action of the Board. The President shall only vote in the event of a tie.

ARTICLE VII - INDEMNIFICATION OF TRUSTEES,

OFFICERS, AND AGENTS

Section 1: Authority to Indemnify. The Corporation may indemnify every Trustee, officer, employee and other corporate agent of the Corporation as defined in, and to the full extent permitted by, Section 15A:3-4 of the New Jersey Nonprofit Corporation Act, as the same may be amended from time to time.

Section 2: Insurance. The Board of Trustees of the Corporation may cause the Corporation to purchase and maintain insurance on behalf of any corporate agent against any expenses incurred in any proceeding and any liabilities asserted against him or her in his or her capacity as corporate agent, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

ARTICLE VIII - ELECTION PROCEDURE

Section 1: An election of officers and Trustees shall be held each year at the regular meeting in December. The annual meeting will be the first regular meeting in January.

Section 2: Voting shall be by written ballot and shall not be cumulative. There shall be no voting by proxy or absentee ballot.

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Section 3: At the first regular meeting of the members in September, the President shall appoint a committee to be known as the Nominating Committee. This committee shall consist of any three (3) members at least one of whom shall be a Trustee and at least one of whom shall not be a Trustee. The President shall designate the chairman of this committee. The duties of this committee shall be to make nominations, with the consent of those nominated, and to prepare a ballot for the election of such officers and Trustees.

Section 4: At the first meeting in November, the Nominating Committee shall submit a list of nominees to the membership at a regular meeting. At the meeting following the Nominating Committee=s submission of the list to the membership, nominations from the floor of a regular meeting of the members may be made for any office and when so made together with the list submitted by the Nominating Committee shall then be the list of nominees submitted to the members for an election of officers and Trustees.

Section 5: At the first meeting in December, the Secretary shall distribute, collect, and count the ballots and report the results to the membership. A majority of all votes cast shall be necessary to determine the choice of any officer or Trustee to be elected. In the event that any ballot does not show a majority for any nominee for any particular office or Trustee, a second ballot shall be held. In the second ballot, only the two (2) nominees receiving the highest number of votes in the first ballot shall be eligible. Prior to the second ballot the two (2) nominees receiving the highest number of votes in the first ballot shall have a speak-off; each such eligible nominee shall be allotted five (5) minutes.

Section 6: In the case of a vacancy in the office of President, the Vice President shall succeed to the office. In the case of a vacancy in the office of the Vice President, Treasurer, Secretary or other Board members, the vacancy shall be filled by the Board of Trustees.

Section 7: In the event, after election and prior to installation, of disability or inability of an officer-designate or Trustee, the vacancy shall be filled by the Board of Trustees.

Section 8: Only members in good standing shall be eligible to hold office and vote.

ARTICLE IX - MEETINGS

Section 1: The Corporation shall hold meetings starting in such format and at such time and on such day and place as shall be determined by the Board of Trustees. The meetings shall typically end no later than 8:30 a.m.

Section 2: Badges shall be worn at all morning meetings.

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Section 3: The annual meeting of the Corporation shall be the first regular meeting in January. Newly elected officers will be installed at this time.

ARTICLE X - REVENUE

Section 1: Each new member of the Corporation shall pay a membership fee of $300. The payment of said fee to be prerequisite to admission to membership, payable prior to becoming a member. The membership fee is nonrefundable unless the applicant is refused membership.

Section 2: From time to time, the members may institute additional membership fees upon a 2/3 vote of the members present at any regular meeting of the members provided that a quorum is present and that notice of the vote was given at least ten (10) days prior to the date of the meeting. Additional membership fees, if any, shall be paid quarterly in advance and are due within two (2) weeks of receipt of an invoice from the Treasurer.

Section 3: A member shall be regarded in good standing if he or she is not more than thirty (30) days in arrears in payment of any indebtedness.

Section 4: The fiscal year of the Corporation shall be from January 1st of each year until December 31st next following.

Section 5: The amount of the membership fee, additional membership fee, and any additional amounts shall be as approved from time to time by a 2/3 vote of the membership.

ARTICLE XI - COMMITTEES

Section 1: The Board of Trustees shall determine the number and purpose of all special and standing committees necessary to the achievement of the objectives and purposes of the Corporation.

Section 2: The President shall, immediately following his or her election, appoint a Sergeant-At-Arms, the chair persons and members of all committees, and shall announce such appointments as soon as possible following the annual meeting.

Section 3: The Business Social Committee shall promote at least four outings per year with members, spouses, and guests. Under no circumstances shall the Corporation sell liquor to members or guests. The Business Social may replace a meeting.

Section 4: The Committee on Attendance. The Vice President shall take attendance at each meeting, promote a full attendance at all meetings, and report attendance to the Trustees at each Board of Trustees meeting.

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Section 5: The Committee on Membership shall use the BizNET membership categories determined by the Board of Trustees from time to time for classification of new members (only one category per member).

Section 6: The Ethics Committee, headed by a chairperson will be composed of up to three (3) active members.

Section 7: The Leadmaster Committee shall provide BizNET lead forms to be used by members at all meetings. The leadmaster shall keep a record of all leads and track the revenues generated by each member.

Section 8: The Publicity Committee shall promote the activities of the Corporation through the media, such as cocktail parties, elections, meetings, speakers, etc.

ARTICLE XII - INCENTIVES

Section 1: Rewards. At the discretion of the Board of Trustees, incentives may be approved from time to time. Incentives may be changed from time to time at the discretion of the Board.

ARTICLE XIII - MISCELLANEOUS

Section 1: Any person who is accepted for membership in the Corporation shall be bound be these bylaws and subsequent changes.

ARTICLE XIV - AMENDMENTS

Section 1: Upon recommendation of the Board of Trustees, these bylaws may be amended by a two-thirds (2/3) vote of the active members present at any regular meeting of the members, a quorum being present. A quorum shall consist of a majority of the members of the Corporation. Written notice of the proposed amendment shall have been given to each member at least two (2) weeks prior to the meeting at which the vote will be taken. There shall be no voting by proxy.

ARTICLE XV - DISSOLUTION

Section 1: Upon dissolution or winding up of the affairs of this Corporation after the payment of all outstanding indebtedness of the Corporation, any remaining assets shall be distributed proportionately among the then members based upon the number of months each such member has been a member of the Corporation to the number of months all such members have been members of the Corporation. In lieu of the foregoing, any member, who at the time of dissolution or winding up of the affairs of the Corporation has been a member

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for less than three months, shall only be entitled to a full refund of his or her membership dues.

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EXHIBIT A

MEMBERSHIP CATEGORY LIST