AMENDED BYLAWS OF
Businesses Exclusively Supporting Teammates
A Colorado Nonprofit Corporation
November 13, 2012
ARTICLE 1 – NAME.
This Colorado Nonprofit Corporation shall be known as Businesses Exclusively Supporting Teammates, Inc. (herein, the “Corporation” or “BEST”), and, if created, additional chapters of the Corporation also shall be known as Businesses Exclusively Supporting Teammates, Inc., and such additional chapters, if any, shall be entitled to the use of such name as long as, and only so long as, the Corporation consents to such use.
ARTICLE II – PURPOSE.
Section 1. Businesses Exclusively Supporting Teammates, Inc. is a business organization committed to professional excellence and success. Members are dedicated to the Supporting of one another through the exchange of bona fide business leads. This high level of professional commitment allows for one representative only from each business discipline.
Section 2. A “bona fide Business Lead is defined generally
as a contact between two members, or when one member generates a contact between another member and a non-member, which could potentially lead to a business transaction. Specifically, a bona fide Business Lead relates to a person or organization interested
in or in need of a service or product offered by a member of the Corporation, and who is expecting to be contacted by that Businesses Exclusively Supporting Teammates, Inc. member.
Section 3. The basic goal of the Corporation shall be to extend the business contacts of its members and activities reasonably related thereto.
Section 4. This Corporation shall not be used in any way for political purposes, nor shall it as a Corporation actively participate in the political candidacy of any person or cause.
ARTICLE III – MEMBERSHIP AND CLASSIFICATION.
Section 1. Membership in this Corporation shall be of the active class only.
Section 2 (a) The active membership of this Corporation shall consist of men and women of good character and community standing, residing or having other community interests within the area of this Corporation. Each member shall have one vote.
(b) The active membership of this Corporation shall be composed of occupations listed on the BEST business category list. The business category list may be prepared by the Board of Directors and may be amended and/or altered from time to time. A member may only control one of these occupations, and should work full time in that occupation. The membership can include part time workers that do not exceed 10%of the membership as of the date of enrollment. These part time businesses owners must work a minimum of 10 hours per week in their business endeavor.
(c) Prospective members must attend two (2) meetings (preferably consecutive), and submit a written application for membership to the Corporation. Any social event sponsored by the Corporation may be considered a meeting. Prospective members will not attend a third meeting designated by the President or Membership Coordinator. A vote of the membership by affirmation will be taken at the third meeting. A unanimous vote of the membership will be required.
(d) Show-down. If two (2) or more people apply for the same business category within a two (2) week interval, a “show-down” will occur the third week. A five (5) minute oral presentation by each person will be required at that meeting. Ballots will be passed after the show-down, and the person receiving the majority
Of written votes will become the member. Inspections and membership checks must be completed prior to the show-down.
(e) An Alternate may represent a member if that Alternate represents the same company as is represented by the member and the company owns the membership. The Alternative must be approved by the Board of Directors. The alternate described above cannot hold any office or committee position and has no voting rights.
(f) Memberships may be individual or company memberships. Company members shall designate a representative. Memberships are non-transferable and cannot be sold.
(g) If a slight overlap of occupations occurs between an existing member and an applicant for membership, and a conflict of interest becomes apparent, then in that event, the applicant for membership shall provide a detailed writing which outlines how he or she will represent this Corporation, or any chapter thereof, if any, in a manner that will not create a conflict of interest between the existing member and the applicant membership. The writing must then be approved by the Board of Directors before a vote on the membership of the applicant in questions shall be presented to the members of this Corporation, or to any chapter thereof, if any.
(h) Membership shall be in the name of the individual or the company which pays the initial membership fee and annual renewal fee.
(i) If an individual member changes the company of the category which he represents, the Board of Directors shall have the right to approve or disapprove the new company or category.
(j) If a company’s member changes its representative, the Board of Directors shall have the right to approve or disapprove (in its sole and arbitrary discretion) the new representative, and shall advise the company in writing.
(k) Leaves of absence will be allowed at the discretion of the board. A written request will be required.
Section 3. Any member may resign from this Corporation in good standing provided that all its indebtedness to the Corporation has been paid. The resignation shall be submitted in writing to the Board of Directors and shall become effective when accepted by the Board. The membership fee is non-refundable.
ARTICLE IV – TERMINATION OF MEMBERSHIP.
Section 1. Members are required to sign and abide by the following “Commitment:”
(a) To always have a fellow member satisfy my business or personal needs whenever reasonably possible.
(b) To recruit new applicants for member of this Corporation, or any chapter thereof.
(c) To regularly attend meetings of the members of this Corporation, with the understanding that if the member or representative or the member’s alternate misses more than 4 meetings in a given quarter, then the member will be subject to a recommendation to the ethics committee for a 30 day review and mentoring. Excused absences shall not count toward such percentage.
(d) To report any breach of ethics to the Board of Directors of this Corporation.
(e) To provide an average minimum of two (2) bona fide Business Leads per month to any of the members.
(f) To pay any and all membership fees, dues and assessments when due, with the understanding that such fees, dues and assessments are non-refundable.
(g) To sign an indemnification and hold harmless agreement indemnifying the Corporation and its members for liability resulting from such members participation in the activities of the Corporation.
(h) To conform to these Amended Bylaws of this Corporation, and to any subsequent revisions, modifications or amendments thereto.
Section 2. Any member being consistently in arrears in the payment of fees, dues and/or assessments, according to the provisions of Article IX, Section 3, shall stand suspended and shall be notified forthwith in writing by the Secretary of the Corporation. Such member, upon payments of any such arrears and upon making application for reinstatement to the Ethics Committee, may, by majority vote of the Ethics Committee (quorum required), be reinstated within ten (10) days of the date of said written notice from the Secretary. In the event that such member be not so reinstated within ten (10) days of the date of said written notice, the member shall be dropped from the membership and shall be so notified forthwith in writing by the Secretary of the Corporation.
Section 3. (a) The Board of Directors shall review the individual active membership of this Corporation based on the following criteria: (i) regular attendance at membership meetings, which is vital to the successful functioning of the Corporation; and (ii) individual membership participation in the activities of this Corporation.
(b) The Ethics Committee will then measure the personal involvement and attendance at regular membership meetings of each active members. At the discretion of the Ethics Committee, any active member who, without excuse, shall fail to regularly attend membership meetings, or shall fail to actively participate in the activities of this Corporation, shall have, at the direction of a majority vote of the Ethics Committee (quorum required), his or her membership in this Corporation terminated, and shall be notified in writing by the Corporation to that effect.
Section 4. The Ethics Committee is authorized, as herein provided, to suspend from membership for a period of not more than one (1) year, or expel from membership, any member of this Corporation for good cause.
“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 is formed.
(b) Any willful failure or refusal to abide by the Articles of Incorporation, Bylaws, or Rules of this Corporation, as the same exist at the time of granting of membership, and as the same thereafter may be amended from time to time.
(c) Any willful failure or refusal to pay any fees, dues or assessments levied pursuant to the provisions of these Bylaws.
(d) Any willful failure or refusal to abide by the Commitment set forth in Section 1 of this Article IV.
(e) The conviction of any felony or any crime involving moral turpitude.
(h) Any conduct unbecoming of a professional person, or which causes severe embarrassment, either personally or in the business community, to any other member.
(i) Engaging in personal or professional misconduct or such a serious nature as to render the member’s continued presence as a member of this Corporation personally or professionally obnoxious or detrimental to the other members of the Corporation.
Section 5. Any member attempting (a) to change the name of this Corporation, or any chapter of this Corporation, if any, to other than Businesses Exclusively Supporting Teammates, Inc.
Section 6. Definitions:
(a) “Suspension” means that all voting and other rights of the member are terminated during the term of the member’s suspension; provided, however, that such member shall not be relieved of any liability for the payment of fees, dues or assessments falling due or levied during the period of the member’s suspension.
(b) “Expulsion” means that the membership of the member
in this Corporation is immediately and conclusively terminated; provided, however, that such member shall not be relieved of any liability for the payment of fees, dues or assessments accruing prior to the hearing on the charge against the member as herein provided.
Section 7. Procedure for Suspension or Expulsion.
(a) The Ethics Committee shall review all alleged violations of the “Good Cause” provisions of Section 5 of this Article IV, and all alleged violations of the provisions of Commitment in Section 1 of this Article IV. Any and all alleged violations of said provisions shall be in writing, and the same shall be addressed to the Chairman of the Ethics Committee, unless the Chairman is the alleged violator, in which case the writing may be addressed to the Vice-President.
(b) If the Chairman of the Ethics Committee is the alleged violator, then the Vice-President shall immediately serve
as a temporary chairman to hear, with the remaining members of the
Ethics Committee, the alleged violation.
(c) If a member of the Ethics Committee other than the Chairman is the alleged violator, then the Chairman shall immediately appoint a new temporary director to hear, with the Chairman and the remaining members of the Ethics Committee, the alleged violation.
(d) The Ethics Committee shall abide by and be bound
by the rules and regulations, if any, of this Corporation with reference to the manner of conducting its investigation. A copy of the rules and regulations, if any, of this Corporation shall be made available to each member of the Ethics Committee, and to the alleged violator.
(e) The result of the Board of Director’s investigation of the alleged violation and the alleged violator shall be submitted to the Chairman, in writing, no later than ten (10) days after the completion of the investigation. If the alleged violator
is the Chairman, then the result shall be submitted, as aforesaid, to the Vice-President.
(f) Upon receipt of the Board of Director’s investigation report, the President, or the Vice-President, as the case may be, shall immediately call a meeting of the Ethics Committee of the Corporation. The Board meeting (quorum required),
as called, shall be conducted in accordance with the rules and regulations of this Corporation, if any. Each member of the Board
of Directors, and the alleged violator, shall be given a copy of the rules and regulations of this Corporation, if any. The alleged violator may be granted an opportunity to address the Board. The vote of the Ethics Committee shall be final and binding.
Section 8. An expelled member shall not be eligible for
re-admission to this Corporation, nor to any other chapter of this
Corporation, if any.
Section 9. All rights of the subject member in the Corporation, or in its property, shall cease and otherwise become null and void upon the member’s expulsion.
ARTICLE V – OFFICES.
Section 1. The officers of this Corporation shall be a President, Vice-President, Secretary, Treasurer, Membership Coordinator, Social Coordinator, Program Coordinator, Lead Auditor and Sergeant at Arms. Other offices as may be deemed necessary may be created by the Board of Directors from time to time. All such officers shall serve for one year and be elected annually. In the event that any office becomes vacant for any reason whatsoever, the vacancy shall be filled forthwith by a majority vote of the Board of Directors.
Section 2. The President shall serve as the executive officer of this Corporation; shall preside at all meetings of the membership; shall be an ex officio member of all committees; shall exercise general supervision over the affairs of the Corporation; shall perform such other duties as are ordinarily incumbent upon a President; shall serve as the chairman of the Board of Directors; and shall report to the Board of Directors.
Section 3. The Vice-President shall perform such duties that are ordinarily incumbent upon the Vice-President, shall take attendance at each meeting of the membership and promote a full attendance at all Corporation meetings; shall personally communicate with members whose attendance is unsatisfactory for the purpose of improving said member’s attendance record; shall provide standardized referral forms to be used by members at all meetings; shall keep a written records of all Referrals given or received by members of this Corporation; and such other duties as may be assigned by the President or the Board of Directors.
Section 4. The Secretary shall keep and maintain the minutes of the business meeting of this Corporation, and of meetings of the Board of Directors; shall conduct all correspondence as may be required by the President or Board of Directors; shall prepare and distribute the membership roster; 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; oversee the preparation of annual tax returns; and generally perform such duties that are ordinarily incumbent upon a Treasurer.
Section 6. The Membership Coordinator shall conduct timely and professional inspection of all prospective new members; shall provide prospective members with applications and other information; perform other duties as may be necessary to facilitate the identification of the qualifications of potential new members; assist the membership process; generally perform duties that may be necessary to promote membership growth; investigate any possible conflicts of interest; report the findings of such inspections to the Board of Directors; and maintain records of the membership and of prospective members.
Section 7. The Lead Auditor shall maintain records of all business referrals passed by and between the membership; shall report to the Board of Directors and the membership regarding business referrals passed; shall report and investigate any violations of Section 1(e) of Article IV and/or the passing on referrals that are not bona fide Business Leads, and generally perform duties that may be necessary to promote the passing of bona fide Business Leads.
Section 8. The Sergeant In Arms shall maintain order during meeting; shall monitor and enforce fines and assessments; shall coordinate the payment of fines and assessments with the Treasurer; and shall perform duties that may be necessary to promote the orderly conduct of the Corporation’s purpose.
Section 9. The Program Coordinator shall organize and plan the speakers and other programs regularly presented at meetings of the membership; shall announce and introduce meeting program events and speakers; and perform other duties as may be necessary to facilitate the presentation of programs at membership meetings.
Section 10. The Social Coordinator shall plan and organize social event for the membership; shall plan events for the membership two to four times per year; and perform other duties as may be necessary to facilitate positive interaction between the members beyond the normal membership meetings.
ARTICLE VI – DIRECTORS.
Section 1. This Corporation shall be governed by the Board
of Directors. All legislative and rule making power of the Corporation shall reside with the Board of Directors. The Board of Directors may propose changes, from time to time, these Bylaws, corporate Articles, and any rules or regulations of the Corporation. The proposal would then be subject to a vote by the membership and pass with a simple majority. The Board of Directors may remove any officer, Board member or committee person, and appoint a replacement.
Section 2. There shall be a Board of Directors which shall consist of the officers identified in Article V, and such other
officers as may be serving this Corporation from time to time. The President shall preside over the Board of Directors, and be the Chairman of the Board. The Chairman of the Board shall be counted for purposes of quorum; however, the Chairman of the Board shall not vote except in the case of a tie of other Board members present. In the event of a directorship becoming vacant for any reason whatsoever, such vacancy shall be filled by action of the Board of Directors, and such appointee shall serve for the duration
of the term of the individual being replaced. Each director shall be an active member in good standing.
Section 3. The Board of Directors 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 Directors shall meet on a quarterly basis or as needed. A majority of the Board of Directors 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.
ARTICLE VII – ELECTION PROCEDURE.
Section 1. The election of officers and directors shall be held at the first regular meeting of the members after August 31st
of each calendar year. The annual meeting of the members will be
the second regular meeting in September of each calendar year.
Section 2. Voting shall be by affirmation unless a vote by written ballot is requested by any member. Voting by written ballot shall be conducted for only such offices with more than one nominee. Voting shall not be cumulative. There shall be no voting
by proxy or absentee ballot.
Section 3. At a regular meeting of the Corporation at least four (4) weeks prior to the date of the annual meeting of the members, nominations from the floor may be made for any office, and when so made and with the consent of those nominated, shall be the list of nominees submitted to the Corporation for an election of officers and directors.
Section 4. On the election day after August 31st of each calendar year, the then-acting Vice President and Secretary shall announce a slate of nominations for the officers and directors which shall then be voted on by the membership by affirmation. In the event a vote by written ballot is requested the then-acting Vice President and Secretary shall distribute, collect and count
the ballots; and shall report the results to the President, who shall announce the same to the Corporation. A majority of all votes cast shall be necessary to determine the choice of any officer to be elected. In the event that any ballot does not show
a majority for any nominee for any particular office, the President shall immediately designate a time and place for further balloting for such office. Prior to the second ballot, the nominee having the lowest vote on the first ballot shall be dropped; and in each ballot the same procedure shall be followed until one (1) nominee shall have received a majority of all votes cast.
Section 5. In the case of a vacancy in the office of
President, the Vice-President shall succeed to the office. Inthe case of a vacancy in the office of the Vice-President, Treasurer, Secretary, or other office created according to these Bylaws, the vacancy shall be filled by the Board of Directors.
Section 6. In the event, after election and prior to installation, of disability or inability of an officer-designate or director-designate, the vacancy shall be filled by the Board of Directors.
Section 7. Only members in good standing shall be eligible to hold office and vote.
Section 8. Each Board office may be held for only one term. Board members may hold another position on the Board, but may not hold the same position in two consecutive terms.
ARTICLE VIII – INDEMNIFICATION.
Section 1. Third Party and Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by or in the right of the Corporation), by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation,or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid or necessarily incurred, in settlement or otherwise by him or her in connection with such action, suit or proceeding, except in relation to matters as to which any such director, officer, agent, employee, person serving at the Corporation’s request, or former director, officer, agent, employee or person serving at the Corporation’s request, shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty, and to such matters as shall be settled by agreement predicted on the existence of such liability, unless, and only to the extent that the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper; but such indemnification shall not be deemed exclusive of any other rights to which the director, officer, agent, employee or other person serving at the corporation’s request is entitled under any agreement, or otherwise.
Section 2. Determination. Any indemnification under Section 1 of this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, agent or person serving at the Corporation’s request is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 of this Article VIII. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum
of the disinterested directors so directs, by independent legal counsel in a written opinion; provided, however, that if a director, officer, employee or agent of the Corporation, or person serving at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article VIII, or in defense of any claim, issue or matter therein, he or she shall automatically be indemnified against expense (including attorneys’ fees) actually and necessarily incurred by him or her in connection therewith, without the necessity of any such determination that he
or she has met with applicable standard of conduct set forth in
Section 1 of this Article VIII.
Section 3. Payment in Advance. E x p e n s e s i n c u r r e d i n defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors
as provided in Section 2 of this Article VIII, upon receipt of an undertaking by or on behalf of the director, officer, employee, agent or person serving at the Corporation’s request to repay such amount if and when it ultimately should be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Section 4. Insurance. The Board of Directors may exercise the corporation’s power to purchase and maintain insurance on behalf of any person who is or was a director, officer, agent or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, agent or employee, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising our of his or her status as such whether or not the Corporation would have the power to indemnify him or her against such liability hereunder or otherwise.
Section 5. Other Coverage. The indemnification provided
by this Article VIII shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, agreement, vote of disinterested directors, the Colorado Nonprofit Corporation Act, or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such officer, and shall continue as to a person who has ceased to be a director, officer, agent, employee or one serving at the Corporation’s request, and shall inure to the benefit of the heirs and personal representative
of such a person.
ARTICLE IX – MEETINGS.
Section 1. This corporation shall hold a weekly breakfast meeting starting promptly at 7:00 a.m. on such day and place as shall be determined by the Board of Directors. The meeting shall feature particular members only as Speaker and Greeter. Problems or complaints will not be aired at the regular meeting, but will be referred to the Board of Directors. The Corporation may hold such other meetings as the Board of Directors may desire. The regular weekly breakfast meeting shall end at 8:30 a.m., except on special occasions as approved by the Board of Directors.
Section 2. The annual meeting of this Corporation shall be the second regular weekly breakfast meeting in September of each calendar year. Newly elected officers will be installed at this time. The membership of this Corporation shall be given at least two (2) weeks’ notice of the date and place of the annual meeting. Such notice may be given by verbal announcements during regular meeting leading up to the Annual meeting.
ARTICLE X – REVENUE.
Section 1. Each new member of the Corporation shall pay a membership fee, the payment of which shall be a prerequisite to admission to membership; the membership fee shall be payable prior
to becoming a member. The membership fee is non-refundable unless
the applicant is refused membership. The membership fee shall be retained by the Corporation, and shall be payable to the Businesses Exclusively Supporting Teammates, Inc.
Section 2. Annual renewal fees shall be due yearly, on September 1st and payable to the Businesses Exclusively Supporting Teammates, Inc.
Section 3. Except as otherwise may be set forth in Article
XI herein, a member shall be regarded in good standing if he or she
is not more than forty-five (45) days in arrears in payment of any indebtedness.
Section 4. The fiscal year of this Corporation shall be from January 1st of each year until December 31st next following.
Section 5. Quarterly meal dues shall be set by the Board of Directors.
ARTICLE XI – COMMITTEES.
Section 1. This Corporation may, from time to time, have the committees set forth herein; and in addition thereto, the Board
of Directors shall determine the number and purpose of all special and standing committees, if any, necessary to the achievement of the objectives and purposes of this Corporation.
Section 2. The Social Committee shall promote two (2) to four (4) social events per year with members and spouses. Under no circumstances shall the Corporation sell liquor to members or quests. Any such social event may replace the weekly breakfast meeting.
Section 3. The Membership Committee shall use the business discipline established by this Corporation for the classification
of new members, allowing only one member per business discipline unless the members of the Corporation agree otherwise. The Membership Committee also shall report to the standing members of this Corporation on the status of pending applications for membership.
Section 4. The Program Committee shall designate members each week in rotation to perform the weekly program as determined by the Program Director and the Board.
Section 5. The Publicity Committee shall actively promote the activities of this Corporation, through such media as the Board
of Directors shall determine to be appropriate considering the business purposes and objective of the Corporation.
Section 6. The Ethics Committee will be formed by the Board, and made up of 5-7 members of the group who are not on the board. The Ethics Committee will be responsible for determining the status of members who are deemed by the board to be delinquent in leads, the paying of dues and fines and attendance.
ARTICLE XII- FEES & FINES.
Section 1. Annual renewal fees have been established by the Board of Directors of this Corporation to be Seventy-five Dollars ($75.00). The amount of these fees may be changed, from time to time, by a vote of the membership.
Section 3. Fines. Fines and the assessments therefore have been established by the Board of Directors of this Corporation as set forth below, and must be paid within twenty four (24) hours of the time of assessment. IOUs are not acceptable to this Corporation, and the non-payment of fines can result in the immediate loss of membership.
(a) Failure to shake hand of unknown greeter $1.00/meeting
(b) Late to Meeting $1.00/meeting
(c) No Business Lead $1.00/meeting
(d) Unexcused absence $1.00/offense
(e) Unexcused absence from Social $5.00/offense
(f) Phone ringing during the meeting $5.00/offense
Section 3. Under no circumstances will fines be eliminated
or reduced without the approval of the Board of Directors of this
ARTICLE XIII – MISCELLANEOUS.
Section 1. Any person who is proposed and accepted for membership in this Corporation shall be deemed to have accepted these Amended Bylaws and any subsequent changes hereto, if any, and shall be bound by them in all respects.
ARTICLE XIV – NONPROFIT CORPORATION.
Section 1. This Corporation is organized and shall operate
as a nonprofit corporation for personal improvement and other similar nonprofit purposes. Any income received by this Corporation shall be applied only to the nonprofit purposes of the Corporation, and no part of the income shall benefit any officer, director or member.
ARTICLE XV – AMENDMENTS.
Section 1. The power to alter, amend or repeal these Bylaws, or to adopt new Bylaws, shall be vested in the Board of Directors of this Corporation; however, any such action shall be without force and effect unless the same is approved by a majority vote of the members of the Corporation. Written notice of any such proposal related to altering, amending or repealing these Bylaws, or related to the adoption of new Bylaws, shall have been given to the members of the Corporation at least two (2) weeks prior to the regular or special meeting convened for such purpose. There shall be no voting by proxy.
IN WITNESS WHEREOF, the undersigned, being all of the members
of the Board of Directors of Businesses Exclusively Supporting Teammates,
Inc., a Colorado Nonprofit Corporation, have hereunto set their signatures, and by such acts do hereby approve and adopt the above and foregoing Amended Bylaws, consisting of fifteen (15) typewritten pages including this page, as the Amended Bylaws of Businesses Exclusively Supporting Teammates, Inc., a Colorado Nonprofit
Corporation, this the day of July 2011.
WITNESS our signatures the day and year first written.