ARTICLE I

Section 1 - Membership. Membership in Executive Exchange, Inc. (EEI) shall consist of business entities.

Section 2 - Eligibility for Membership. Any business entity is eligible for membership pending acceptance by the Board of Directors.

Section 3 - Resignation From Membership. Resignations from membership shall be in writing to EEI. No portion of annual dues paid prior to the resignation from membership shall be refundable.

ARTICLE II

Section 1 - Designated Representatives. Each member shall designate in writing to EEI a principal representative and, if possible, an alternate representative, who are authorized to attend EEI meetings on behalf of the member. Individuals so designated may attend meetings jointly or singly.

Section 2 - Change of Designated Representatives. A member may change its designation of representatives only with the prior approval of the Board of Directors.

ARTICLE III

Section 1 - Dues. Dues shall be paid annually on or before the first meeting in July of each year in an amount determined by the Board of Directors. Dues shall be assessed for each business classification held by a member unless a majority of the Board of Directors directs otherwise. No member whose dues are in arrears shall be entitled to vote, hold office or attend meetings.

Section 2 - Solicitation And Endorsements. No member nor any of its designated representatives or guests shall solicit funds or sell raffles or products at any meetings or sponsored events.

ARTICLE IV

Section 1 - Membership Meetings. Regular meetings of the members of EEI shall be scheduled on alternating weeks unless changed by the Board of Directors.

ARTICLE V

Section 1 - Board of Directors.

(a) The Board of Directors shall consist of the immediate Past President, the current Officers, two (2) members elected by the membership of EEI at the Annual Meeting of EEI, and three (3) members of the Advisory Council comprised of the three (3) immediate Past Presidents. The President may invite other members, including the Sergeant at Arms and the Counsel, to attend meetings of the Board of Directors, either on a one meeting basis or on a continuing basis. Such an invitation would include the right to vote, at the discretion of the President at the beginning of his term.

(b) Regular meetings of the Board of Directors shall be held each month for the purpose of electing Officers and conducting such other business as may lawfully come before the meeting. Additional special meetings may be called by the President.

(c) A majority of the Board of Directors, then qualified and acting, shall constitute a quorum for the transaction of business and for a vote at such meeting to authorize any corporate act.

(d) In the event of a vacancy on the Board occasioned through death, resignation, disqualification or other cause, such vacancy may be filled for the unexpired term by a majority vote of the remaining Directors so voting.

(e) The Directors and Officers shall not be liable to EEI and/or to the members on account of any acts, failure to act or judgments made, provided that same were made in good faith and within the scope of the position held.

Section 2 - Officers. The Officers shall be a President, Vice-President for Programs, Vice-President for Membership, Vice-President for Leads and Thank You’s, Vice-President for Membership Retention, Treasurer and such other Officers as determined by the Board of Directors.

Section 3 - Election of Officers.

(a) In March of each year the President shall appoint a nominating committee consisting of the two immediate Past Presidents and one (1) member from the membership at large. The nominating committee shall be chaired by the immediate Past President and shall make its recommendation of the slate of Officers and Directors to the Board of Directors at its April meeting. The recommended slate of Officers and Directors shall be determined by a majority vote of the current Board of Directors so voting. This slate shall be made known to the general membership following approval by the Board of Directors, but no later than the first monthly membership meeting in June. Notwithstanding these recommendations, any two (2) members in good standing may nominate additional members as Officers or Directors, provided such nominations are signed by both members, contain a signed acceptance of the nominated individual(s), and are received in writing by EEI no later than one (1) week prior to the Board of Directors meeting immediately preceding the Annual Meeting.

(b) The Officers and members of the Board of Directors shall be elected by a majority vote of the membership at the Annual Meeting.

Section 4 - Duties of the President. The President shall conduct all meetings of the membership and the Board of Directors and shall manage the affairs of EEI subject to the Board of Directors' review and approval. At the Annual Meeting, the President shall give a report to the membership reviewing EEI’s growth and development.

Section 5 - Duties of the Vice-President for Programs. The Vice-President shall be responsible for programs. This includes scheduling regular members as speakers. The Vice-President shall appoint a committee to assist in scheduling of programs. The Vice-President shall designate one member of such committee to conduct programs in the absence of the Vice-President.

Section 6 - Duties of the Vice-President for Membership. The Vice-President shall serve as Chairman of the Membership Committee and shall appoint a committee to assist in the performance of these functions. The Vice-President shall conduct all meetings of the Membership Committee and shall report to the Board of Directors on applications for membership and on attendance of members. The Membership Committee shall meet periodically for the purpose of reviewing membership applications.

Section 7 - Duties of the Vice-President for Leads and Thank You’s. The Vice-President shall serve as Chairman of the Leads and Thank You’s Committee and shall appoint members of EEI to serve on such Committee. The Leads and Thank You’s Committee shall meet periodically for the purpose of stimulating leads from the membership.

Section 8 – Duties of the Vice-President for Membership Retention. The Vice-President shall serve as Chairman of Membership Retention and shall be responsible for planning and organizing social and networking events for EEI. The Vice-President shall be responsible for appointing committees to assist him/her and organize social functions, create budgets associated with them for presentation and approval by the Board. Additionally, the Vice-President shall be responsible for making sure that EEI members are getting the maximum benefit of their membership and are afforded as many networking opportunities as possible

Section 9 - Duties of the Treasurer. The Treasurer shall have custody of the funds and securities of EEI and shall keep or cause to be kept regular books of account for EEI, including the preparation and submission of quarterly reports and the preparation and submission of a proposed annual budget by April of each year. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the President or the Board of Directors, and may be assisted in all duties by an Administrator.

Section 10 - Duties of Counsel. Counsel shall provide legal advice and counseling on behalf of EEI and shall perform such other duties and possess such other powers as shall be assigned by the President or by the Board of Directors.

Section 11 - Compensation. Officers and members of the Board of Directors shall serve without compensation, except as approved by a majority of the Board of Directors so voting.

Section 12 - Removal of Officers and Vacancies. The Board shall have the power, upon the affirmative two-thirds vote of its members so voting, to remove any Officer, without cause, or to accept a resignation and to fill the vacancy in any office, however created, by the affirmative vote of a majority of the members so voting.

ARTICLE VI

Section 1 - Annual Meeting. The Annual Meeting of the Members of EEI shall be held on the last regularly scheduled meeting of EEI in the month of June of each year in order to elect Officers and Directors and transact such other business as shall lawfully come before the Meeting. The presence at the Annual Meeting of a majority of members entitled to cast votes shall constitute a quorum.

Section 2 - Votes. Each business entity which is a member of EEI shall have one (1) vote; provided, however, that an entity which maintains more than one paid category, shall have one vote for each such category.

Section 3 - Fiscal Year. The fiscal year of Executive Exchange, Inc. shall begin on July 1 and end on June 30.

Section 4 - Amendments To By-Laws. These By-Laws may be altered, amended or repealed by a two-thirds vote of the members of EEI so voting. An amendment to the By-Laws may be submitted to EEI in writing, signed by the proposer, at least one (1) week prior to any formal discussion and vote by the membership on such amendment.

ARTICLE VII

Section 1 - Dissolution. Upon the dissolution of EEI, the corporation’s officers shall pay from the assets of the corporation all liabilities then owing, comply with all provisions of Title 15A of the Revised Statutes of New Jersey and Section 503 of the Internal Revenue Code, return to the members proportionately the unused portion of any dues or assessments received for the fiscal year in which the dissolution occurs, and distribute the balance of any assets at the time of dissolution to an organization created for purposes similar to that of this corporation and qualifying for exempt status under the applicable laws of the State of New Jersey and the Internal Revenue Code.