ARTICLE I

NAME

The name of this organization shall be "The Spokane Business and Professional Association".

ARTICLE II.

PURPOSES

The purposes of this organization shall be:

A. To promote, encourage, and support the businesses of its members, and the general business community of Spokane, through communication, understanding, and interaction.

B. To do anything necessary and proper for the' accomplishment of the

purposes set forth herein and as may be set forth in a statement of principles

adopted from time to time by the members.

C. To engage in such other business as may be authorized or permitted

by the laws of Washington.

ARTICLE III.

PRINCIPAL OFFICE

The principal office of the association shall be in Spokane, Washington at such place as the association may determine from time to time. The initial office is at E. 20 Indiana, Spokane, Washington 99207.

ARTICLE IV.

MEMBERSHIP

A. Membership shall be limited to individuals and firms of good character and business reputation. When the business represented by a member is conducted by a firm or corporation, the membership shall belong to such firm or

corporation, provided, of course, that the firm or corporation has appointed such member.

B. All members shall be represented by either an owner, a principal or an executive.

C. The admission of all members and representatives shall be subject to the approval of the Board of Directors.

D. Active members shall be those who are primarily and actively engaged at the time of their application for membership, and who continue to be in the specific business, craft, trade, or profession for representation of which the proposal of membership is made and whose business or principal office is located in the Spokane area. Active members shall be limited to one of each profession, business, or trade.

E. Membership and representation are not assignable or transferable without the approval of the Board of Directors.

F. A prospective member may attend three (3) meetings before applying for membership in the Association.

ARTICLE V.

DUES

The annual dues required for membership in the association shall be determined by the vote of the active members, on recommendation of the membership committee and of the Board of Directors of the Association. The amount of dues may be changed from year to year, but such amount shall be the same for all members. Initial membership fees for members shall also be determined by a vote of the active membership committee and the Board of Directors.

ARTICLE VI.

OFFICERS

A. The officers of the Association shall be: President, Vice President Secretary-Treasurer and Immediate Past President.

B. The President and Vice President shall be elected for terms of one

year and shall hold office until their successors are duly elected and qualified.

C. The Secretary-Treasurer shall be appointed by and hold office at the

pleasure of the Board of Directors.

D. Any vacancies created in the offices, other dm that of President, shall be filled by appointment of the Board of Directors.

ARTICLE V.

DUTIES OF OFFICERS

A. The President shall:

(1) Preside at all meetings of the Board;

(2) Have a casting vote on all occasions;

(3) Have authority, with the consent of the three other Directors, to call a special meeting of the membership at any time;

(4) Appoint all committees; and

(5) Present a written report at the end of his term concerning the activities and welfare of the Association.

B. The Vice President shall:

(1) In the absence of the President, have power to perform all duties vested in the President.

C. The Secretary-Treasurer shall:

(1) Keep full and accurate minutes of all meetings of the membership and the Board of Directors and such committee meetings as may be required;

(2) Keep accurate records of all correspondence;

(3) Keep accurate records of all bank accounts and monies received and expended, and meet with the Audit Committee at least annually to review all records and accounts;

(4) Preserve and maintain a correct roll of members;

(5) Be the custodian of such other records and property as may be entrusted to him/her; and

(6) Distribute to the members in effective form and manner

information of business value submitted by members and keep a fiffl record

of same.

ARTICLE VI.

BOARD OF DIRECTORS

A. The Board of Directors shall consist of the President, the Vice-president, the immediate past President, and three other members elected for terms of 18 months each, which three members shall be hereafter referred to as "Directors".

B. The terms of the Directors shall be arranged so that the positions become vacant and subject to being filled by election every six months. Upon the adoption of these Bylaws, the Board of Directors shall by appointment fill any vacancies to the end that a complete Board will be in existence.

C. If a member of the Directors becomes either President of Vice-president of the Association and thereby automatically a member of the Board, his original seat on the Board will become vacant and the vacancy filled as hereafter provided.

D. Vacancies on the Board shall be filled by appointment made by the Board and the appointee shall hold office until the next regular election for that particular position.

E. Four members of the Board shall constitute a quo@ and at any meeting a majority of those in attendance shall have power to act.

F. The Board shall hold regular meetings at least once a month and such special meetings as the interests of the Association shall require. Special meetings shall be called by the President, or by the Secretary at the request of three or more Directors, or at the request of one-fifth of the membership, by reasonable notice to each Director.

G. The Board of Directors shall:

(1) Have general supervision and control over the affairs of the Association and its business management, subject to these Bylaws and the direction of the membership;

(2) Have the power to call special meetings of the membership, subject to these Bylaws, provided that notice thereof shall be mailed to each active member to his/her last known address not less than five days before such meetings and stating the purposes thereof,

(3) Consider all cases of violation of the rules and laws of the Association and take appropriate action as indicated in these Bylaws or policies of the Association;

(4) Be the final arbiter as to the qualifications and admission and retention of members and representatives subject to Article IV hereof,

(5) Appoint the Secretary-Treasurer, prescribe their respective compensation, if any, term of office, and duties, subject to these Bylaws; and

(6) Fill vacancies created in the office other than that of President and fill vacancies on the Board.

ARTICLE VII

COMMITTEES.

1. The following standing committees shall be appointed by the President at the time of his/her installation, to serve for six months; (1) Membership Committee; (2) Program Committee; and (3) Audit Committee. A Greeter shall be appointed each month unless a member volunteers to do so. Other standing committees may be approved from time to time by the members.

2. Special committees may be appointed from time to time for such purpose and term as may be desirable and justified.

3. All committees shall report to and be subject to final instructions from the Board of Directors.

4. No committee shall incur any financial obligation without the permission of the Board of Directors.

ARTICLE VIII.

MEETINGS AND QUORUMS.

1. Regular weekly meetings of the membership shall be held each Wednesday, except on holidays, at 7:30 a.m., provided there shall be no morning meeting on days when evening meetings are held.

ARTICLE IX.

ELECTIONS AND INSTALLATIONS.

1. All officers, other than members of the Board, shall hold their respective positions for a period of one year.. The administrative period shall consist of that period from the first Wednesday in January to the first Wednesday in January of the following year.

2. On the first Wednesday in December of each year, the President shall appoint a nominating committee to nominate candidates for the offices. This committee shall be composed of all three Directors and three active Past Presidents. The Chairman .of the committee shall be selected by a vote of the committee called to order by the incumbent President who shall thereafter only be entitled to vote in case of a fie as to any nominee for office.

3. The report of the nominating committee shall be received on the third Wednesday in December. Additional nominations may be from the floor at this meeting. No member may be nominated from the floor unless he be present at the meeting.

4. Regular Association elections shall be held on the fourth Wednesday in December.

5. New officers and new Board members shall be installed as soon after their election as shall be practical.

ARTICLE X.

TERM OF EXISTENCE AND PROPERTY.

1 . This Association shall remain in existence until such time as two-thirds of the active members petition in writing to disband it.

2. No member shall have any separate right title, or interest in the assets of the Association until it is duly and properly disbanded.

ARTICLE XI.