article I

Name

The name of this Corporation is The IDEA Club, Inc.

Article II

Principal Office

The principal mailing address shall be 3599 W. Lake Mary Blvd, Suite A, Lake Mary, FL 32746.  The Corporation may have such other offices as may, from time to time, be designated by its members or its Board of Directors.

Article III

Purpose

The purpose of this Corporation shall be:

A.  To institute and maintain a method for collecting and exchanging business leads among its members.

B.  To encourage cooperation between the members in order that the various businesses of the members will become more efficient and provide better service.

C.  To develop and carry on such activities as shall be found best to promote the welfare of its members and affect the purposes for which the organization is formed.

D. To encourage business and professional development within the community as a whole.

E.  To provide the above mentioned services at minimal expense to members.  Profit is not the intent of this corporation, however, this is not a non-profit corporation.

Article IV

Definitions

A:  Member:  A proposed member who has successfully been voted upon in accordance with Article V(C)(3).

B:  Business Representative:  The member or an individual designated by the member to represent the member at membership meetings and other club functions.  The business representative has full voting rights.  The Business Representative may represent the member each week for up to three (3) months consecutively.  After three (3) months, the member must return to the Club or resign his/her position in the Club.  At that time, the Business Representative may apply for membership in the Club.

C.  Proposed Member:  An individual who has been invited by a sponsor, pursuant to the By-Laws, to attend a meeting for introduction.

D. Sponsor:  A member who sponsors a proposed member for an unfilled classification.

E.  There are only individual members.  There are no corporate or business memberships.  Effective with adoption of these By-Laws, all corporate or business memberships are now individual memberships.

Article V

Membership

A.  Classification:   Membership shall be limited to only one member from each business, trade, occupational or professional classification in the community.  A member may submit a written request to the Board of Directors to add or modify his/her classification.  Such request shall be considered by the Board of Directors and, if the amended classification does not conflict with the classification of any other member, the Board of Directors shall have the right but not the obligation to approve the request to add or modify the classification without additional application procedures.

B.  Membership restrictions:  Neither a business representative nor a member shall exchange the same lead(s) with any other business lead club or organization.

C.  Application process and election:

1.  Proposal and application

a. At any meeting, a member may sponsor a proposed member for an unfilled classification. Absent any objection at that time, the sponsor may invite the proposed member to attend a meeting.

b. The proposed member shall attend three (3) out of four (4) successive meetings, beginning no later than the second meeting after having been proposed.

c. The proposed member shall submit the application fee and a fully executed application to the Membership Chairperson at the second meeting he or she attends.  The proposed member must also supply at this same time sufficient copies of the application to distribute to all members for their review.

d. Should the proposed member not meet any of the requirements of this section, the current proposal shall fail, and any future proposal of this same person must be enacted as though for the first time.

2.  Objections and resolution

A member may object to a proposed member at the time the sponsor first makes the proposal, or at any time prior to the election.

A conference shall then be scheduled among the sponsor, the objecting member(s), and the Board of Directors. The purpose of this conference shall be to obtain additional information from the sponsor and/or the objecting member(s) in order to resolve the objection or, failing that, to encourage the sponsor to withdraw the proposal or to encourage the objecting member(s) to withdraw the objection.

If the conference fails in its purpose, the Board must approve the application by unanimous vote. The sponsor shall then inform the proposed member about the resolution.

The proposed member shall not attend any additional meetings during the resolution process.

3.  Election

The membership shall vote on the proposed member at the third meeting attended by the proposed member, and the vote must be unanimous.  The vote shall be by secret ballot, except that any member who votes nay shall sign his or her ballot so that a conference may be held to resolve the objection, per section 2 above.

If, after such conference, the dissenting vote(s) are withdrawn, the proposed member shall be deemed elected as a member without necessity of further vote by the Board or members.

A member of the Board shall inform the proposed member of the result of the election during the week following the election.

4. Multiple proposals

If more than one person is proposed for the same classification at the same meeting, and there are no objections at that meeting to those proposed, the proposed members shall be invited to complete a membership application and attend one meeting no later than the second meeting after having been proposed. Should the proposed members then wish to proceed with the membership process, they shall present their applications for the Board’s review, and shall attend no further meetings until invited.

The Board shall select, by majority vote, the application of that person who in its judgment is best suited for the Corporation. The sponsor shall then be authorized to invite the selected proposed member to attend two (2) out of the next three (3) meetings, submitting his or her application fee and additional copies of the membership application at the first of these two meetings. Election shall then proceed per section 3 above.

5.  Payment of expenses

The sponsor may be held liable, at the discretion of the Board, for the expenses of a proposed member should that proposed member not join or if the application is denied by the Corporation as provided herein.

6.  Dues

Dues shall be prorated from the date a proposed member becomes a member. Such dues shall be paid within ten (10) days of the date the proposed member is approved as a member or shall be considered delinquent.

7.  Exceptions

In no case will the proposed member be voted on before submission of the application fee. Exceptions to any of the other requirements of this section must be requested in advance from the Board of Directors.

D.  Acceptance:  If a proposed member withdraws or abandons an application for membership at any time, the classification shall be declared open.

E.  Application fees:  Application fees shall be fixed by the Board of Directors from time to time.  If a proposed member withdraws or abandons an application for membership or if the application for membership is denied by the corporation as provided herein, the application fee shall be refunded to the proposed member.

F.  Transfer:  A member may not transfer membership without approval of the Board of Directors.

G.  Membership Resignation:  A member may resign by written letter to the President.  All    unpaid dues, fines and assessments of such member constitute a debt due and payable to the Corporation.

H.  Termination:

1. Right to terminate:  The Board shall have the right to terminate the membership of any member who violates the obligations imposed upon members by these By-Laws and the Articles of Incorporation.  Grounds for termination of membership shall include but not be limited to the following:

a.  Failure to pay on or before the first day of the next calendar quarter any dues, fines or assessments which become payable during any calendar quarter.

b.  Failure to attend meetings of the members as required herein.

c.  Failure to maintain a high ethical and moral position in the business community.

d.  A finding by the Board that termination of membership of a member is in the best interest of the Corporation upon conclusion of a grievance hearing against such member brought by another member.

2.  Procedure for termination for reasons other than non-attendance or delinquent dues, fines or assessments:

a.  In the event that a member fails to perform an obligation of membership for reasons other than non-attendance or delinquent dues, fines or assessments, the Board of Directors shall notify the offending member of the alleged violation by certified mail and shall advise the offending member to show cause at a board meeting on a date, time and place certain why such member's membership should not be terminated.

b.  If the violation can be cured, the offending member shall have ten (10) days from the date of the certified mail notice to cure the alleged violation or to show cause at a board meeting on a date, time and place certain why such member's membership should not be terminated.

c.  If an alleged violation by a member is curable but the member fails to timely cure the alleged violation, the Board of Directors shall have the authority to terminate the membership of the member upon 2/3 vote of the Board.

d.  If the alleged violation is not curable, in the sole discretion of the Board of Directors, and if the Board of Directors , by 2/3 vote, elects to terminate the membership of the member, then the Board of Directors shall send a certified letter to the offending member advising such member of the alleged violation, that the Board does not deem the alleged violation curable, and that the membership of the offending member has been terminated.

e.  This process of termination is applicable to all obligations of membership except non-attendance, delinquent dues, fines or assessments.  See Article VI (F).

I.  Member's Obligations and Rights:   Each member shall be required to uphold the By-Laws of this Corporation, maintain a high ethical and moral position in the business community and pay all dues, fines and other assessments assessed by the Board of Directors pursuant to the By-Laws.

article VI

Dues and Fines

A.  Dues and Fines Schedule:  A dues and fines proposal shall be proposed by the Board of Directors from time to time and must be approved by the members.  Dues and fines assessed to a member pursuant to the dues and fines schedule shall be paid no later than the next dues deadline date.

B.  Guests:  Any fees or costs attributable to a guest at any corporate function will be the responsibility of the member who invites such guest unless the fees and costs attributable to such guest have been assumed by the Corporation by approval of the Board of Directors.

C.  Quarterly Dues:  Quarterly dues shall be payable on the first day of the month immediately preceding the commencement of each quarter calendar.

D.  Late Fee:  A late fee shall be assessed against any member if the dues of such member are not paid by the tenth day of the month immediately preceding the commencement of any calendar quarter.

E.  Delinquent:  Membership dues are considered delinquent if not paid by the first day of each calendar quarter.

F. Automatic Termination:   Any member whose dues, fines or assessments are delinquent under this or any other Article of these Bylaws, shall be automatically terminated on the first day of the calendar quarter in which the dues, fines or assessments become delinquent  unless prior arrangements have been made with the Board of Directors.

Article VII

Corporation Expenses

A.  Corporation expenses shall be assessed to each member equally by the Board of Directors.

B.   Contractual obligations, whether or not involving any cost, shall be made by the board. Costs under $50.00 shall be approved by the president or treasurer. In addition, the president or treasurer shall have the right to pay weekly breakfast expenses on behalf of the club. Other costs of $50.00 and over shall be approved by majority vote of the board. Any member of the club who commits the corporation to a contractual or financial obligation shall be liable for expenses associated with that obligation.

Article VIII

Lead Definition and Point System

A lead is a referral given by one member to another. The lead must be as specific as possible and be documented on the appropriate form, including the name of the business, a contact person, a phone number, and if available the address. The Executive Secretary records these leads and tallies them for the annual awards as follows:

A. Two points:

1. Outside lead: Given from one member to another member referring their business from an outside source. (A family member is an outside lead.)

2. Proposed member: The sponsor may claim the lead on the first visit of the proposed member.  (The lead may not be claimed a second time if the proposed member is resubmitted by the same sponsor for any reason.)

B. One point:

1. Inside lead: Given from one member to another member using that member’s individual service.

2. General lead: Given from one member to the entire membership referring them business from an outside source.

A guest is not considered a lead.

Any single lead may be submitted no more than one time per month.

Members should review their leads, stored in the leads box, periodically, indicating whether or not each lead was valid. The validated forms should be given to the executive secretary for recording.

Article IX

annual meeting

The annual meeting of the Corporation shall be held at the third or fourth meeting of the general membership in June.

Article X

Board of Directors

A.  The control and management of this Corporation shall be vested in the Board of Directors, consisting of the officers of the corporation and three members at large.  The three members at large shall be elected by a vote of the general membership at the first meeting in December, for a term of one year, commencing January 1 of the succeeding year.  The four officers shall be elected by vote of the general membership at large at the annual meeting, for a term of one year, commencing July 1st.

B.  Vacancies on the Board shall be filled by appointment by the President with the concurrence of a two-thirds vote of the remaining Board of Directors and the appointment shall be for the remaining term of the vacated position.  Four members of the Board shall constitute a quorum and, at any meeting, a majority of those in attendance shall have power to act.

C.  The Board shall hold regular meetings at least once a month.   Special meetings shall be called by the President or by the Vice-President at the request of three or more Directors or at the request of one-fifth of the membership.

Effective March 14, 2013