BYLAWS OF DUPAGE BUSINESS DEVELOPMENT GROUP

ARTICLE I
Members

SECTION 1. MEMBERS.
The group shall have one class of members.  Each member shall have the exclusive rights to represent his/her/its trade or business at any meeting and enjoy the rights and privileges of networking within the organization, such as the passing and receiving of referrals from other members.  Members must consent to be bound by these Bylaws as a precondition of membership.  No member may hold more than one membership.

SECTION 2.  ADMISSION. 
An applicant will be admitted to membership in the group upon submitting a written application and on being elected by a super majority (75%) of the members in good standing. Applications for membership will be in the form prescribed by the board of directors. The term “good standing” shall mean that the member’s account is paid in full within thirty (30) days of the last date that dues were required to be paid for the month.

SECTION 3. VOTING RIGHTS.
Each member shall be entitled to one vote on each matter submitted to a vote of the members.

SECTION 4.   OBLIGATIONS OF MEMBER.
Members shall be represented at all weekly networking meetings.  A member that has 2 unexcused absences in four successive weeks or 4 unexcused absences in a successive 3 month period shall be referred to the Board of Directors for further action.  Members are required to pay their dues on time.

SECTION 5. TERMINATION OF MEMBERSHIP.
The board of directors by a majority vote may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership or suspend or expel any member who shall be in default in the payment of dues, if any or who fails to fulfill any of the obligations imposed by this Article.

SECTION 6. RESIGNATION.
Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

SECTION 7. REINSTATEMENT.
Upon written request signed by a former member filed with the secretary, the board of directors may, by a majority vote, reinstate such former member to membership on such terms as the board of directors may deem appropriate.

SECTION 8.
TRANSFER OF MEMBERSHIP. Membership in this group is not transferable or assignable.

ARTICLE II
Meetings of Members

SECTION 1.  REGULAR MEETING. 
The members shall meet every Thursday at 7:00 a.m., for the purposes of conducting joint marketing, providing business leads to other members and for any other business that is brought up for consideration.  No separate notice shall be required or provided to members for this standing regular meeting.  One members shall be allowed to make a 10 minute presentation at every other regular meeting.  Members shall be selected to make a presentation through a rotation system and will be notified by the Secretary of the date for the presentation.

SECTION 2. BIANNUAL MEETING.
A bi-annual meeting of the members shall be held on the first Thursday of January and the first Thursday of June of each year for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If such day is a legal holiday, the meeting shall be held at the same hour on the next succeeding Thursday day.

SECTION 3. PLACE OF MEETING.
The board of directors may designate any place as the place of meeting for any annual meeting or for any special meeting.

SECTION 4. QUORUM.
The holders of two-thirds of the votes that may be cast at a meeting of the group, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of members; provided that, if less than two-thirds of the outstanding votes are represented at said meeting, a majority of the votes so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the members unless the vote of a greater number is required by these bylaws. At any adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 5. PROXIES.
Each member entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted on after 11 months from its date, unless the proxy provides for a longer period.

SECTION 6. VOTING.
Each member shall be entitled to one vote in each matter submitted to vote at a meeting of members. Each member may vote either in person or by proxy as provided in Section 5 of this Article.  Voting on any question or in any election may be by voice unless the chair of the meeting shall order or any member shall demand that voting be by ballot.

ARTICLE III
Board of Directors

SECTION 1. GENERAL POWERS.
The affairs of the group shall be managed by or under the direction of its board of directors.

SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of directors shall be five (5). Each director shall hold office until the next bi-annual meeting of members and until his or her successor shall have been elected and qualified. The number of directors may be decreased to not fewer than three or increased to any number from time to time by amendment of this section. No decrease shall have the effect of shortening the term of an incumbent director.

SECTION 3. REGULAR MEETINGS.
Regular bi-annual meeting of the board of directors shall be held without other notice than these bylaws immediately after and at the same place as the bi-annual meeting of members. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings of the board without other notice than such resolution.  These meetings shall be open to any member of the group that wishes to attend. 

SECTION 4. SPECIAL MEETINGS.
Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board called by them.  These meetings shall be open to any member of the group that wishes to attend. 

SECTION 5. NOTICE.
Notice of any special meeting of the board of directors shall be given at least 2 days previous thereto by written notice to each director at his or her email address except that no special meeting of directors may remove a director unless written notice of the proposed removal is delivered to all directors at least 20 days prior to such meeting. Notice of any special meeting of the board of directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these bylaws.

SECTION 6. QUORUM.
A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided that if less than a majority of the directors are present at said meeting a majority of the directors present may adjourn the meeting to another time without further notice.

SECTION 7. MANNER OF ACTING.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by these bylaws. No director may act by proxy on any matter.

SECTION 8. VACANCIES.
Any vacancy occurring in the board of directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors unless these bylaws provide that a vacancy or a directorship so created shall be filled in some other manner, in which case such provision shall control. A director elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS.
A director may resign at any time upon written notice to the board of directors. A director may be removed with or without cause, upon a super-majority vote (75%) of all members.

SECTION 10. INFORMAL ACTION BY DIRECTORS.
The authority of the board of directors may be exercised without a meeting if the action to be taken is placed in writing and is signed by all of the directors entitled to vote.

SECTION 11. COMPENSATION.
The board of directors shall serve without compensation.

SECTION 12. PRESUMPTION OF ASSENT.
A director of the group who is present at a meeting of the board of directors at which action on any group matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes.

SECTION 13.  RULES AND REGULATIONS.
The Board shall have the power to adopt and amend rules and regulations covering details of the operation of the group, after a meeting of the group members called for the specific purpose of discussing the proposed rules and regulations, notice of which contains the full text of the proposed rules and regulations, however, no rules or regulations may impair any rights guaranteed by the First Amendment to the Constitution of the United States or Section 4 of Article I of the Illinois Constitution, nor may any rules or regulations conflict with the provisions of these bylaws. 

ARTICLE IV
Officers

SECTION 1. OFFICERS.
The officers of the group shall be a president, a treasurer, a secretary, and such other officers as may be elected or appointed by the board of directors. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person. Officers shall serve without compensation.

SECTION 2. ELECTION AND TERM OF OFFICE.
The officers of the group shall be elected bi-annually by the board of directors at the regular bi-annual meeting of the board of directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

SECTION 3. REMOVAL.
Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the group would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. PRESIDENT.
The president shall be the principal executive officer of the group. Subject to the direction and control of the board of directors, he or she shall preside over the meetings of the members and be in charge of the business and affairs of the group; and, in general, he or she shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors.  Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the group or a different mode of execution is expressly prescribed by the board of directors or these bylaws, he or she may execute for the group any contracts, deeds, or other instruments that the board of directors has authorized to be executed.

SECTION 5. TREASURER.
The treasurer shall be the principal accounting and financial officer of the group. He or she shall (a) have charge of and be responsible for the maintenance of adequate books of account for the group; (b) have charge of collecting all dues and custody of all funds of the group and for the receipt and disbursement of the funds; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

SECTION 6. SECRETARY.
The secretary shall (a) record the referrals given and received by each member; (b) record the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be a custodian of the records of the group; (d) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

ARTICLE V
Committees

SECTION 1. COMMITTEES. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which will consist of two or more directors and such other persons as the board of directors designates, provided that a majority of each committee’s members are directors. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the board of directors in the management of the group; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it, him, or her by law.

SECTION 2. TERM OF OFFICE.
Each member of a committee shall continue as such until the next annual meeting of the members of the group and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee by the board of directors, or unless such member shall cease to qualify as a member.

SECTION 3. CHAIR.
One member of each committee shall be appointed chair.

SECTION 4. VACANCIES.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 5. QUORUM. 
A majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 6. INFORMAL ACTION.
The authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the members entitled to vote.

ARTICLE VI
Dues

SECTION 1. MONTHLY DUES. 
Each member shall pay monthly dues as agreed upon by the board of directors together with any special assessments made for special events or expenses incurred by the group.

SECTION 2. PAYMENT OF DUES.
Dues shall be payable monthly in advance on the first day of the month. Dues of a new member shall begin on the first day of the next full month in which such new member is elected to membership.  Dues are not refundable.

SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP.
When any member of any class shall be in default in the payment of dues for a period of thirty (30) days from the beginning of the period for which such dues became payable, his or her membership may thereupon be terminated by the board of directors in the manner provided in Article II of these bylaws.

ARTICLE VII
Amendments

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the bylaws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the group not inconsistent with law.