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BYLAWS OF THE NATIONAL EXCHANGE CLUB


PREAMBLE

These are the Bylaws of The National Exchange Club, a Not-for-Profit Corpora­tion or­ganized under the laws of the State of Ohio, and operating for the purposes herein­after set forth.


ARTICLE I

Purposes

Section 1. The purposes of The National Ex­changeClub are:

A. To charter clubs, not-for-profit, through­out the United States of America and its Territories.

B. To educate, improve and/or develop the capabilities of its members.

C. To encourage, promote and super­vise Ex­change Clubs.



ARTICLE II

Powers

Section 1. The management and policies of The National Exchange Club are under the direc­tion of and vested in the National Board of Di­rectors, which possesses power for the enforcement of these Bylaws, the Standard and Alternate Forms of District Bylaws, and the Standard Form of Bylaws for Local Exchange Clubs.


ARTICLE III

Membership


Section 1. The National Exchange Club. Mem­bership in The National Exchange Club shall be composed of:

A. Chartered Exchange Clubs (repre­senta­tion by the Club President).

B. Past National Presidents in good standing in a club in good standing.

C. National Officers and other mem­bers of the National Board of Di­rectors.

D. Members of the National Committee on Jurisprudence and Laws.

E. District Presidents.

Section 2. District Organizations. Mem­ber­ship in District Organizations shall be composed of: Clubs within the district as defined by the National Board of Directors.

Section 3. Exchange Clubs. Membership in the local Exchange Clubs shall be com­posed as follows:

A. Active Members - Elected in accor­dance with the club’s Bylaws as ap­proved by the National Board of Di­rectors.

B. Active Honorary Members - Any Active Member who performs a special service for or to the club may be elected by the club’s Board of Directors as an Active Honorary Member in recognition of the spe­cial services performed. An Active Honorary Member shall be entitled to all rights and privileges of mem­bership.

C. At-Large Members - An Active, Ac­tive Honorary, or Life Member may apply to the club’s Board of Direc­tors for At-Large status when the member is unable to attend regular club meetings. An At-Large Mem­ber shall be entitled to all rights and privileges of membership in­cluding the right to vote and rep­resent the club, but may not hold of­fice. An At-Large Member must possess the same qualifications as an Active Member. At the At-Large Member’s request, the member may revert back to his/her for­mer cate­gory.

D. Life Member - Any Active, Active Honor­ary or At-Large Member may be granted by, or apply to, the club’s Board of Directors for Life Mem­bership pro­vided:

(a) the member has been a member of one or more clubs for a total of at least twenty (20) years; or

(b) the member is sixty-five (65) years or older and has been a member of one or more clubs for at least fifteen (15) years.

A Life Member shall be entitled to all rights and privileges of mem­bership. Upon election to Life Membership, the club shall remit to The National Ex­change Club the sum as provided for in Article XVI of these Bylaws.

E. Honorary Member - The club shall have the right to elect a person who has never been a member of an Ex­change Club as an Honorary Mem­ber provided the indi­vidual shall have distinguished him­self/herself and assisted Exchange in its pur­poses. An Honorary Member shall not have the right to vote or hold of­fice, and shall not be required to pay an adminis­trative fee, joining fee or club dues. The National Board of Directors shall set qualifications for Honorary Mem­bers. The club shall pay per capita dues as outlined in Article XVII of these Bylaws.

F. Business Member – Any business entity (partnership, corporation, or LLC) in a community that supports the mission of Exchange may apply to the Club’s Board of Directors for a Business Membership. Each Business Member shall designate a primary contact from the business to receive communications from the club and attend club meetings. Each Business Member shall also be entitled to designate up to two additional persons from the business who may attend club meetings. Only the primary contact from the business shall be allowed to vote or hold office. Any additional designated person or persons from the business shall not have the right to vote or hold office.

The National Board of Directors shall have the power to establish such terms and conditions for a Business Member classification.

Section 4. Membership in local char­tered clubs or clubs functioning under the temporary authority of the National Presi­dent shall consist of individuals of good character and community standing residing or having other community in­terests within the territorial limits of the respec­tive club.

Section 5. Membership in a chartered club may be had by transfer or reinstate­ment, provid­ing said member was in good standing at the time of relinquishing mem­bership in the original club. Transfer must be approved by the new club within sixty (60) days of relinquishing member­ship in the original club. Transfer and reinstate­ment of membership in all cases are subject to the applying member having been duly elected and accepted in accordance with the Bylaws of the club.

Section 6. Membership may also consist of college students/faculty members of good character within the ter­ritorial limits of a Collegiate Ex­change Club. These students/faculty mem­bers shall have the same rights and privi­leges as other members of local Exchange Clubs.

Section 7. Membership may also consist of Excel Club and Junior Excel Club members of good character within the community having primary, middle school, and/or high schools. These members shall have the same rights and privileges as other members of local Exchange Clubs, except these members cannot serve as District or National Officers.

Section 8. Associate Member – A person may be eligible for Associate Membership if he or she resides in an area where an Exchange Club in good standing does not exist within a twenty-five (25) mile radius or is a previous member of an Exchange Club and has not been a member during the past three years.. The Associate Member shall apply to The National Exchange Club for membership. An Associate Member shall not have the right to vote or hold office.

The National Board of Directors shall have the power to establish such terms and conditions for an Associate Member classification.



ARTICLE IV

Collegiate Exchange Clubs

Section 1. The National Board of Di­rectors shall charter Collegiate Exchange Clubs in com­munities having college cam­puses throughout the United States of America. The National Board of Directors shall have the power to establish such terms and conditions for granting charters to Col­legiate Exchange Clubs as it considers desir­able.

Section 2. Every Collegiate Exchange Club chartered by The National Exchange Club shall be bound by the Bylaws of The National Ex­change Club and amendments thereto; and shall adopt and be bound by the standard form of By­laws for Local Ex­change Clubs as provided by the National Board of Directors, and any amendments thereto.

Section 3. Collegiate Exchange Clubs shall be referred to as Exchange Clubs with the same rights and privileges as other Ex­change Clubs chartered by The National Ex­change Club.



ARTICLE V

Excel Clubs and Junior Excel Clubs

Section 1. The National Board of Directors shall charter Excel Clubs and Junior Excel Clubs in communities having primary, middle schools, and/or high schools throughout the United States of America. The National Board of Directors shall have the power to establish such terms and conditions for granting charters to Excel Clubs and Junior Excel Clubs as it considers desirable.

Section 2. Every Excel Club and Junior Excel Club chartered by The National Exchange Club shall be bound by the Bylaws of The National Exchange Club, and any amendments thereto, and shall adopt and be bound by the Standard Form of Bylaws for Local Exchange Clubs as provided by the National Board of Directors, and any amendments thereto.

Section 3. Excel Clubs and Junior Excel Clubs shall be referred to as Exchange Excel Clubs and Exchange Junior Excel Club with the same rights and privileges as other Exchange Clubs chartered by The National Exchange Club, except their members cannot serve as District or National Officers.

Section 4. Excel Clubs and Junior Excel Clubs shall be sponsored by a local Exchange Club or District, which shall provide two or more members of a local club to act as mentors/sponsors to the Excel Club or Junior Excel Club. The sponsoring Exchange Club or District shall follow the policies and procedures for chartering a club as provided by the National Board of Directors, and any amendments thereto.

Section 5. Membership in Excel Clubs shall be open to any young person in high school (or home schooled) from the ninth grade through the twelfth grade. Membership in Junior Excel Clubs shall be open to any young person enrolled in a primary/grade school (or home schooled), sixth grade through ninth grade.


ARTICLE VI

Business Leads/Networking Clubs

Section 1. The National Board of Di­rectors shall charter Business Leads/Networking Clubs in communities where a need for such a club is established to further the growth of Exchange.

Section 2. The National Board of Di­rectors shall have the power to establish such terms and conditions for granting charters to Business Leads/Networking Clubs as it considers desir­able.

Section 3. Every Business Leads/Networking Club chartered by The National Exchange Club shall be bound by the bylaws of The National Exchange Club and amendments thereto; and shall adopt and be bound by the standard form of by­laws for local Exchange Clubs as provided by the National Board of Directors, and any amendments thereto.

Section 4. Business Leads/Networking Clubs shall be referred to as Exchange Clubs with the same rights and privileges as other Exchange Clubs chartered by The National Exchange Club.


ARTICLE VII

Suspension or Revocation of Charters

Section 1. Club charters may be with­drawn as follows:

A. Non-Payment. Any club which fails to pay its dues or other financial ob­ligations to The National Exchange Club after due notice has been pro­vided may have its charter with­drawn by a two-thirds (2/3) vote of the National Board of Directors when such financial obligations are sixty (60) days or more in arrears.

B. Discipline. The National Board of Di­rec­tors may, for cause, and after a hearing, by two-thirds (2/3) vote of the entire Board, discipline, sus­pend, or expel a club, provided a copy of the charges and notices of the time and place of the hearing thereon, are to be mailed to the President and Secretary of the club at least thirty (30) days prior to such hear­ing at the last known address on record at National Headquarters. Such club is en­titled to representa­tion at any such hear­ing. The deci­sion of the National Board of Di­rectors may be subject to appeal to the next annual convention, pro­vided sixty (60) days notice is given to the Ex­ecutive Vice President in advance of said convention.

C. Voluntary Surrender. A club may sur­ren­der its charter voluntarily. Upon accep­tance by the National Board of Directors such surrender shall be immediately ef­fective, and the charter shall be returned to the Executive Vice President.

D. Failure to Function. If a club for any rea­son disbands, fails to meet regu­larly or otherwise fails to function, the National Board of Directors by a majority vote may revoke the char­ter of such club.

Section 2. Upon surrender or revocation of a club charter in The National Exchange Club, the former club shall have no proprie­tary rights in the property of The National Exchange Club. All financial and other obli­gations to The National Exchange Club and the district to which it be­longs must be satis­fied. The privilege of a club to use the name, emblem and other insignia of The National Exchange Club shall cease upon the termination of the club’s member­ship in The Na­tional Exchange Club. Upon any of the forego­ing, the club membership in the district shall automatically terminate.

Section 3. Termination of an individual membership in a club shall be as provided for/or defined in the Local Club’s Bylaws. Such termination automatically voids the indi­vidual’s rights to membership in The National Exchange Club.


ARTICLE VIII

National Officers

Section 1. Officers. The officers of The Na­tional Exchange Club shall be:

A. National President. The National Presi­dent-Elect shall automatically succeed to the office of National President when in­stalled at the an­nual convention.

The National President shall preside at the annual convention and at all meet­ings of the National Board of Directors and the Execu­tive Committee.

He/She shall be its chief execu­tive officer, exercising general su­pervision over the interests and affairs of The Na­tional Exchange Club, subject to the di­rection of the National Board of Direc­tors.

He/She shall perform such other du­ties as usually pertain to the office of National President.

He/She shall have the power to issue temporary authority for orga­nizing new clubs during his/her term as National President.

B. National President-Elect. The Na­tional President-Elect shall be elected by a majority vote of ac­credited and voting delegates to the annual convention to serve until the next annual convention or until his/her successor is installed.

The National President-Elect shall perform such duties as are as­signed to him/her by the National President or the National Board of Directors. In the ab­sence, inability or refusal of the National President to perform some or all of his/her duties, the National President-Elect shall perform these duties and have, in connection therewith, the author­ity of the National President.

C. National Treasurer. The National Treas­urer shall be elected by a ma­jority vote of accredited and voting delegates to the annual convention to serve for a period of two (2) administrative years. No member shall be elected to serve as Na­tional Treasurer for more than two (2) consecutive two (2) year terms. Should the office of National Treasurer become vacant during a period other than the annual convention, the Executive Vice President shall serve in his/her place until the Na­tional Board of Di­rectors fills the va­cancy. Any individual who fills the va­cancy may be elected to serve for two (2) additional two (2) year terms of office.

The Treasurer shall regularly review and advise the Board of Di­rectors on the financial condition of The National Ex­change Club, shall make a report at the annual convention and shall perform such other duties as may be assigned by the National President or the Board of Directors. The Treasurer shall give bond for the faithful discharge of his/her duties in a sum with sureties as are required by the Board of Di­rectors.

D. Immediate Past National President. The Immediate Past National President shall attain his/her office by succession thereto. It shall be his/her duty to act in an advisory capacity and assist the Na­tional President and the National Board of Directors in all matters, which may come before them. In the event of a va­cancy in the office of the Immediate Past National President, the most recent con­senting Past National President shall fill the position for the remain­der of the un­expired term.

Section 2. All officers and directors, ex­cept the Executive Vice President, shall serve without compensation. No elected of­ficers shall accept any remunerative em­ployment from The National Exchange Club.


Section 3. No member is eligible to serve in the office of National President, National President-Elect or National Treas­urer unless he/she has served on the Na­tional Board of Directors.

Section 4. In the case of any vacancy in the office of National President-Elect or Na­tional Treasurer during the annual conven­tion, such vacancy shall be filled by a ma­jority vote of ac­credited and voting dele­gates at the annual con­vention.

Section 5. Any vacancy occurring in the of­fice of National President-Elect or Na­tional Treasurer except during the annual convention, shall be filled by affirmative majority vote of the National Board of Directors.


ARTICLE IX

National Board of Directors

Section 1. The National Officers as de­fined in Article VII of these Bylaws, to­gether with twelve (12) Regional Vice Presidents elected by a majority vote of ac­credited and voting dele­gates to the annual convention shall constitute the National Board of Directors.

The National Board of Directors has the power to establish such terms and conditions for the granting of temporary authority by the Na­tional President for the organizing of new clubs and, under the limitations and restrictions pre­scribed herein, to grant char­ters to new clubs.

The National Board of Directors shall deter­mine what matter, movements or poli­cies are National in their scope. No club, district, officer or member thereof, shall un­dertake to initiate a National movement or policy. Districts shall not solicit funds for any purpose from clubs or mem­bership thereof.

The decision of the National Board of Di­rectors shall be subject to the right of ap­peal to the next annual convention by any member of The National Exchange Club. Such appeals must be filed with the Execu­tive Vice President at least sixty (60) days prior to the opening of the con­vention.

Section 2. The Regional Vice Presidents shall be elected by a majority vote of ac­credited and voting delegates holding mem­bership within the region to which they are to be elected at the an­nual convention. Their term shall be for two (2) years. Regional Vice Presidents from even-num­bered regions shall be elected in even-numbered years. Regional Vice Presidents from odd-num­bered regions shall be elected in odd-numbered years. No Regional Vice President shall be elected to serve more than two consecutive two (2) year terms. All Regional Vice Presidents shall have served a full term as a District President, shall undergo training before their election on the responsibilities of a Regional Vice President, and live within and hold membership in a club within the region.

Section 3. In the event of an announced va­cancy in the Board of Directors during the annual convention, such vacancy shall be filled by a majority vote of accredited and voting delegates at the annual convention. Any Regional Vice President elected at any annual convention to fill the announced va­cancy shall assume office when installed at the annual convention.

Section 4. Any vacancy occurring in the of­fice of Regional Vice President, except during the annual convention, shall be filled by an af­firmative majority vote of the Na­tional Board of Directors.

Section 5. Any Regional Vice President elected at the annual convention, or by the Na­tional Board of Directors, to fill a va­cancy occur­ring in the office of Regional Vice President, upon completing the unex­pired term of office, shall be eligible for two additional, two (2) year terms of office.

Section 6. The National Board of Directors shall meet at such times and places as may be determined by action of the Na­tional Board of Directors, by call of the National President or by written request of five (5) members of the Na­tional Board of Directors, provided that there shall be at least three (3) meetings each year.

Section 7. A written notice of the time and place of all meetings of the National Board of Directors shall be mailed to each member of the National Board of Directors by the Executive Vice President not less than thirty (30) days prior to any meeting.

Section 8. A majority of the National Board of Directors shall constitute a quorum for the trans­action of business, and a majority vote of those present and entitled to vote shall be neces­sary to give effect to any ac­tion of the National Board, except in cases where a larger vote is re­quired under these Bylaws.

Section 9. The National Board of Di­rectors may transact business by electronic media or by voting upon any proposal mailed to the members thereof by the Ex­ecutive Vice President with the approval of the National President. Fifteen (15) days from the date of mailing shall be allotted for the return of the votes thereon to the Execu­tive Vice President. The voting shall be con­sidered closed at the end of fifteen (15) days or any time prior thereto when all members have returned their votes. Any proposal not receiving an af­firmative vote of a majority of the National Board within fifteen (15) days, or when required, a two-thirds (2/3) affirmative vote of the National Board of Directors under the provisions of the Bylaws of The National Exchange Club, shall be deemed to be lost.

Section 10. The Board of Directors for cause duly shown, may remove any officer or director from office by a two-thirds (2/3) vote of the members of the Board of Di­rectors present and voting at any meeting for which advance notice of not less than fifteen (15) days shall be given; provided, further, that written notice stating the grounds for removal from office shall have been deliv­ered or mailed, and a full and complete hearing afforded the officer or director, if not waived.


ARTICLE X

Executive Committee

Section 1. The Executive Committee shall consist of four (4) voting members and one (1) nonvoting member: the National President, as chairman, the National Presi­dent-Elect, the Na­tional Treasurer, the Im­mediate Past National President and the Executive Vice President who shall be non-vot­ing. A majority of the voting members shall con­stitute a quorum at any duly called meeting of the Executive Committee. The National President shall call meetings of the Ex­ecutive Committee as the business of The Na­tional Exchange Club may require, or a meeting shall be called by the Executive Vice President on request of three (3) mem­bers of the Executive Committee.

Section 2. The Executive Committee may act in place and stead of the National Board of Di­rectors, between meetings of the National Board of Directors, on all matters except those specifi­cally reserved to the Na­tional Board of Directors by the Bylaws. Within sixty (60) days thereafter, at a meet­ing of the National Board or by mail, actions of the Executive Committee shall be re­ported to each member of the National Board of Directors for ratification.

Section 3. The Executive Committee shall appoint the Executive Vice President and fix his/her term of office and compen­sation with the approval of the National Board of Directors.

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ARTICLE XI

Executive Vice President

Section 1. The Executive Vice President shall, under the supervision and direction of the National Board of Directors, be the ac­tive man­aging employee of The National Exchange Club, who shall be in executive charge of the head­quarters of The National Exchange Club, and shall be responsible for the selection, supervision and termination of staff members. He/She shall assist the Na­tional President and the National Board of Directors in conducting the business of The National Exchange Club, and shall perform such duties as are specified or implied in these Bylaws, or as may be assigned to him/her by the National Board of Directors.

Section 2. He/She shall attend all meet­ings of the National Board of Directors and all meetings of the Executive Committee without vote. He/She shall attend all con­ventions of The Na­tional Exchange Club, and shall act as Secretary thereof.

Section 3. He/She shall sign all docu­ments issued by The National Exchange Club when required; shall affix the corporate seal of the or­ganization when required; shall be the corporate secretary of The National Exchange Club; shall keep the accounts; and shall receive all monies paid to The National Exchange Club. He/She shall report monthly to the National Treasurer as to the income and expenses or more frequently if requested by the National Treasurer. He/She shall de­posit all funds in the official depository desig­nated by the National Board of Direc­tors, and shall disburse the same by order of the National Board of Directors.

Section 4. He/She shall make a report to the annual convention and such other reports as directed by the National Board of Direc­tors. His/Her records and books shall at all times be maintained at National Headquar­ters and be open to inspection by members of The National Exchange Club as defined in Section 1 of Article III.


ARTICLE XII

Conventions

Section 1. Time and Place. The National Board of Directors shall determine a time and place for holding the annual convention in the third (3rd) administrative year after the expiration of the administrative year in which such decision is made. They shall be empowered to make all arrangements for holding such convention.

The National Board of Directors shall have full supervision and management of all conven­tions and shall announce the official program and order of business of each convention.

Section 2. Call. The President shall issue and the Executive Vice President shall mail to each Club President and Club Secretary, each District President and District Secretary, all National Of­ficers and all Past National Presidents the official call for the annual convention at least sixty (60) days prior to the convention.

By a two-thirds (2/3) vote of the Na­tional Board of Directors, a special national convention can be called at the time and place designated by the National Board of Directors in a notice issued and mailed at least sixty (60) days prior to the date thereof.

Section 3. Delegates. There shall be two (2) types of voting delegates as follows:

A. Club Delegates.

Each chartered Exchange Club in good standing shall be enti­tled to voting delegates at any convention of The National Ex­change Club by the Club Presi­dent, Club President-Elect, Club Secretary, Club Treasurer, Club Immediate Past President and three (3) voting delegates for its first twenty-five (25) members and one (1) voting delegate for each addi­tional twenty-five (25) members based on the member­ship reported as of March 31 preceding the conven­tion. The charter membership figure of a new club chartered after March 31 will determine the number of voting representatives allowed the new club at any convention. At the time of electing dele­gates, the club shall be entitled to elect an alternate for each such delegate from the Ac­tive, Active Honorary, Life, At-Large, or Business (primary contact only) Members in good stand­ing in the club that they repre­sent. An al­ternate may be elected for any voting delegate. The Club Secretary shall give written notification of the dele­gates to the Executive Vice President prior to any conven­tion. In the event any chartered clubs fail to certify the election of its delegates and alter­nates as herein set forth, the National Convention Committee on Cre­den­tials shall have the right to determine the seating of the delegates or alter­nates for the club.

B. At-Large Delegates.

The following individuals shall be vot­ing delegates:

(a) Members of the National Board of Direc­tors;

(b) Past National Presidents in good stand­ing in a club in good standing;

(c) Members of the National Commit­tee on Jurisprudence and Laws;

(d) District Presidents, District Presidents-Elect, District Secretaries, District Treasurers and Immediate Past District Presidents;

(e) Members of Convention Committee on Resolutions, Convention Com­mittee on Credentials and Conven­tion Committee on Elections.

Section 4. All delegates listed in Section 3 of this Article shall be entitled to vote on any ques­tion submitted at any convention provided the delegate is registered on the rolls of the conven­tion. Delegates must be at the convention and registered no later than noon on the day of the opening business ses­sion in order to vote on pro­posed changes to the Bylaws, or other items that may be voted on that business day. On any other contested ballot, the delegate must be both at the convention and registered no later than 7:00 p.m. on the day prior to the business session at which the vote is taken. There shall be no voting by proxy.

Section 5. Each delegate shall have one (1) vote on any question coming before the conven­tion and may take part and vote only in person. No At-Large delegate may at the same time be a club delegate and no indi­vidual may be a dele­gate from two (2) clubs at the same time. Unless otherwise specifi­cally provided by these Bylaws, a majority vote of those members present and voting shall govern.

Section 6. Committees. Prior to each con­vention, the National President shall ap­point the following committees of at least three (3) Exchangites and shall designate the chairman thereof.

A. Convention Committee on Credentials. The Credentials Com­mittee shall inspect credentials and qualifications of all delegates, certify all accredited delegates and report thereon to the convention prior to any vote being taken by the National Convention.

B. Convention Committee on Elections. The Elections Committee shall have general charge of the election and the distri­bution of bal­lots at the convention.

C. Convention Committee on Resolutions. The Resolutions Committee shall consider all resolutions submitted for action at the convention and make recommendations thereon. Only resolutions submitted by the National Board of Direc­tors, dis­tricts and chartered clubs will be considered. The committee shall also have the authority to originate resolutions and to modify, combine and edit all resolutions submitted to it, except reso­lutions submitted by the National Board of Directors.

Section 7. A convention quorum shall be representation from not less than ten (10) percent of all chartered clubs.

Section 8. The National Board of Directors shall adopt and distribute Rules of the Convention to all voting delegates.


ARTICLE XIII

Nomination and Election of Officers and Directors

Section 1. The election of officers and other members of the National Board of Di­rectors shall be held at the annual conven­tion.

Section 2. All suggested candidates for the office of National President-Elect, Na­tional Treasurer and Regional Vice Presidents must be endorsed by the candi­date’s club and by the candidate’s District Board of Di­rectors, which must be forwarded in writing, on the Suggested Candi­date For National Office form provided by The National Exchange Club, to the Execu­tive Vice President not less than one hun­dred-twenty (120) days prior to the date des­ignated for the annual convention. Members of Excel Clubs and Junior Excel Clubs are not eligible to be candidates for any elected office.

Section 3. Nothing contained in these Bylaws shall be construed as limiting the right to make further nominations from the floor of the annual convention, except that those desiring to be nominated from the floor must submit their in­tention to run from the floor in writing to the Ex­ecutive Vice President prior to 9:00 p.m. on the first day of the annual convention.

Section 4. No person shall be nominated for any office who is not fully cognizant of the duties of that office and without con­senting to such nomination being first ob­tained. A person nomi­nated for a National Office, or as a member of the National Board of Directors, must be registered as a voting delegate and in attendance at the an­nual convention.

All candidates from the floor must be en­dorsed in writing by at least three (3) Ex­changites from three (3) different clubs, within the person’s region, other than the candidate’s own club who are entitled to vote in the annual convention.

Section 5. Should the National Treasurer or a Regional Vice President desire to seek another office at the end of the first year of a two (2) year term, a letter of resignation must be submitted to the National Board of Directors for action at its pre-convention meeting. The resignation shall take effect when his/her successor is installed.

Section 6. No person may be a candidate for two (2) offices at the same convention.

Section 7. All of the elective officers shall be chosen by the delegates present and voting on printed ballots. One ballot shall be used which will list the candidates in alpha­betical order for National President-Elect, then the candidates in alphabetical order for National Treasurer, and the candidates by regions in alphabetical order for Regional Vice Presidents.

In the event there is only one (1) candi­date for an office to be filled, the election may be by voice vote, after nominations have been closed and prior to voting for contested offices.

Section 8. A majority of all votes cast for the position shall be necessary for elec­tion to any office. In the event that any bal­lot cast does not show a majority for any candidates for any particular office, the National President shall designate a time and place for further balloting for such office. Prior to the second ballot, the two (2) candidates having the highest number of votes on the first ballot shall be the only candidates on the second ballot.

Section 9. Cumulative voting shall not be permitted.


ARTICLE XIV

Regions

Section 1. The National Board of Directors may establish geographic regions for the purpose of providing representation at the national level for local Exchange Clubs and districts, thereof.


ARTICLE XV

Districts

Section 1. For the purpose of advancing The National Exchange Club and to assist local clubs, the National Board of Directors shall create, direct and supervise districts of chartered clubs and shall establish their boundaries.

Section 2. Each district shall be under the di­rection and jurisdiction of the National Board of Directors, and shall adopt the Standard Form of District Bylaws. Any modification of, or amendment to, said District Bylaws by the district must be submitted to and approved by the National Com­mittee on Jurisprudence and Laws prior to being presented to the delegates of the dis­trict convention for consideration.

Section 3. The objectives and purposes of the district shall be to strive for the at­tainment of the ideals and purposes of The National Exchange Club by:


A. The building of local Exchange Clubs.

B. Increasing fellowship between clubs within the district.

C. Strengthening established clubs.

D. Promoting the participation of local Ex­change Clubs in the Programs of Service of The National Exchange Club.

Section 4. Each district shall hold an an­nual district convention and conferences as deemed necessary in accordance with the district Bylaws.

Section 5. Each chartered club situated within the territorial limits of a district shall be a member of the district, and shall be subject to the Standard or Alternate Form of District Bylaws, and Amend­ments thereto as pro­vided by the National Board of Directors.


ARTICLE XVI

Committees

Section 1. Jurisprudence and Laws. The National President shall appoint a Jurispru­dence and Laws Committee of three (3) Ex­changites, the Chairman of which shall be a Past National President. The committee shall approve the form and language of all amendments to the National Bylaws and refer same to the National Board of Direc­tors before the next annual convention for recommendation to the delegates.

They shall approve of all amendments to the District and Local Club Bylaws to ensure they do not conflict with the National By­laws or substantially deviate from the Standard Bylaws as adopted by the National Board of Directors.

Section 2. Budget and Finance. The Budget and Finance Committee shall consist of the National Treasurer and at least two (2) other mem­bers of the Board of Directors appointed by the National President. The National Treasurer shall serve as Chairman. The committee shall counsel with the Executive Vice President on the annual budget of The National Exchange Club and prepare recommendations for the National Board of Directors. The Committee shall select an inde­pendent auditor to conduct an annual audit of the books of The National Exchange Club and report its findings to the National Board of Directors. The committee may perform such other duties in connection with the finances of The National Exchange Club as the National Board of Directors may determine.

Section 3. Special. The National Presi­dent may also appoint such special committees as are deemed necessary or as the Na­tional Board of Directors may direct, and the duties of any such committees shall be pre­scribed by the National President upon their appointment.

Section 4. Committees, except special com­mittees, shall serve for the administra­tive year for which they are appointed. Special committees appointed to serve a specific purpose shall termi­nate when their purpose has been accomplished as determined by the National President or the National Board of Directors.


ARTICLE XVII

Fiscal Matters

Section 1. Each chartered club shall pay to The National Exchange Club quarterly per capita dues of $18.50 per Active, Active Honorary, At-Large, and Business Member, and $8.00 per Honorary Member. A club, newly-formed during any quarter, is exempted from the payment of per capita dues for the next ensuing quarter.

These dues include the sum of $1.50 as one-fourth (1/4) payment on a yearly sub­scription of $6.00 for Exchange Today Magazine. The sum of $2.50 per member per quarter shall be deposited to the account of The National Exchange Club Foundation. Said funds will be used for the purpose of raising public awareness for The National Exchange Club and providing funding for The National Exchange Club’s Programs of Service, including its national project, the Prevention of Child Abuse. Said dues shall be payable quarterly in advance and dues are payable by the 10th day of July, October, January and April of each year.

In addition, each club shall pay to The Na­tional Exchange Club a one-time Life Member fee in the amount of $500.00, for each Life Member, payable at the time the club’s Board of Directors elects a member to Life Membership status.

Section 2. The account of The National Ex­change Club Foundation shall be admin­istered separate and apart from all other funds of The National Exchange Club.

Section 3. By the 10th day of July, Oc­tober, January and April of each year, every Exchange Club shall pay to The National Exchange Club the sum of $25.00 for the Club President, Club President-Elect, Club Secretary and Club Treas­urer and other delegates to which the club is en­titled to at the annual convention under the provi­sions of these Bylaws. Said four (4) quarterly payments shall constitute the annual convention registration fee for all delegates of the club and shall relieve them from payment of any further registration fees at the time of the annual con­vention. No refund shall be due any club for its failure, for any reason, to send to an annual con­vention the delegates to which it is entitled. Any club newly formed during the current adminis­trative year shall be exempted from the an­nual convention registration fee for delegates to the first (1st) annual convention following the charter presentation. The annual convention registration fee shall be used primarily in defraying the annual convention expenses.

Section 4. Each chartered club shall pay to The National Exchange Club an adminis­trative fee in the sum of $15.00 for each new, reinstated or transferred member, and $50.00 for each Business Member acquired. Such fees shall be transmitted to the Executive Vice President quarterly.

Section 5. Each Associate Member shall pay an administrative joining fee in the sum of $50.00 directly to The National Exchange Club at the time of application. In addition, an Associate Member shall pay quarterly dues in the sum of $30.00 directly to The National Exchange Club ($10.00 of which will be remitted to the district in which the member resides.)

Section 6. Collegiate Exchange Clubs, when they are chartered, shall pay fifty per­cent (50%) of the charter fee for local Ex­change Clubs to The National Exchange Club; Collegiate Ex­change Clubs shall pay fifty percent (50%) of all dues and fees es­tablished for a local Exchange Club by the National Board of Directors.

Section 7. Excel Clubs and Junior Excel Clubs, when they are chartered, shall pay fifty percent (50%) of the Charter fee for local Exchange Clubs to The National Exchange Club. Excel Clubs and Junior Excel Clubs shall pay fifty percent (50%) of all dues and fees established for local Exchange Clubs by the National Board of Directors. The billing cycle for Excel Clubs and Junior Excel Clubs shall be twice a year, during the second quarter and third quarter of the administrative year.

Section 8. Each club shall, before the 10th day of the months of July, October, January and April, transmit to the Executive Vice President a remittance covering all in­debt­edness.

Section 9. The fiscal period of The Na­tional Exchange Club, districts and clubs shall be pre­scribed by the National Board of Directors.

Section 10. Trust or surety bonds shall be fur­nished by the National Treasurer, the Ex­ecutive Vice President and such other offi­cers or em­ployees of The National Exchange Club as the National Board of Directors di­rect. The amount of such bonds shall be de­termined by the Na­tional Board of Directors and the cost paid by The National Exchange Club.

Section 11. With recommendations of the Budget and Finance Committee, the Na­tional Board of Directors shall adopt in ad­vance of the next fiscal period an annual operating budget covering all activities of The National Exchange Club. Expenses in the annual budget shall not exceed the an­ticipated revenue for that year.

Section 12. A new member’s dues shall be effective the first day of the month following their joining a chartered Exchange Club.


ARTICLE XVIII

Name, Emblem and Motto

Section 1. All members shall be entitled to wear the emblem and/or other insignia, as may from time to time be adopted by the National Board of Directors.

Section 2. The titles “Exchangite,” “The Na­tional Exchange Club,” “Exchange Club,” “Excel Club”, or Junior Excel Club”, the motto “Unity for Service,” the “Exchange Club Covenant of Service,” and any emblem or copy thereof, seal or insignia of The National Exchange Club, shall not be used or manufactured for purposes other than those authorized by the National Board of Directors.

Section 3. The motto of The National Ex­change Club shall be “Unity for Service.”


ARTICLE XIX

Other Administrative Matters

Section 1. Clubs and districts shall sub­mit reports to the Executive Vice President as required by the National Board of Directors.

Section 2. The administrative year for The National Exchange Club, the districts and local clubs, shall be from July 1 of each year to June 30 of the following year.

Section 3. The National Board of Directors shall have the power to establish such terms and conditions for issuing a certificate to an Exchangette Club or youth group as it deems neces­sary.


ARTICLE XX

Official Publication

Section 1. The National Board of Directors shall cause to be published, under its supervision and control, a periodical, which shall be the official publication of The National Exchange Club.

Section 2. The National Board of Directors shall have full control of all questions of policy of the official publication.

Section 3. The Executive Vice President shall be in charge of, and be responsible for, the issuance of the official publication, subject to the direction and control of the National Board of Directors. He/She shall receive no additional compensation for his/her services in connection with the official publication.

Section 4. Each club shall make it a condition of membership that each member be a subscriber to the official publication.


ARTICLE XXI

Parliamentary Authority

Section 1. The current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or by any special rules of procedure.


ARTICLE XXII

Amendments

Section 1. These Bylaws may be amended at any annual convention by a majority vote of accredited and voting dele­gates, except Articles I, II, III, IV, V, VI, VII, VIII, IX, X, XI, XVII and XVIII, which shall require a two-thirds (2/3) vote of the accredited and voting delegates. Amendments shall become effective upon adjourn­ment of the convention at which they are adopted, unless oth­erwise stated.

Section 2. All proposed amendments must be received in writing by the Executive Vice Presi­dent at least sixty (60) days prior to the date set for the opening day of the an­nual convention. The Executive Vice Presi­dent shall mail a copy of all proposed amendments to the President and Secretary of each club not later than thirty (30) days prior to the date of the convention.

Section 3. The form and language of all pro­posed amendments must have the ap­proval of the National Committee on Jurisprudence and Laws before the same may be sent to the President, President-Elect, Secretary and Treasurer of each club and all At-Large delegates and submitted to the National Board of Directors for recommendation, or presented to the convention for adoption.

Section 4. All proposed amendments must be submitted by the National Committee on Jurisprudence and Laws to the National Board of Directors, which shall consider and recommend the action to be taken by the convention. Such report, however, shall be regarded only as an opinion or recommendation.


ARTICLE XXIII

Masculine and Feminine Gender

Section 1. Wherever in these Bylaws refer­ence is made to the words “him,” “he,” “his,” and similar references to the male or masculine gen­der, such references shall be deemed to include, as appropriate, “her,” “she,” “hers,” and similar references, to the end that all distinction between the male and female sexes, for purposes of these Bylaws, shall be deemed eliminated.
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