BYLAWS OF THE CAPITOL CLUB

(A Michigan Nonprofit Corporation)

ARTICLE I – MEMBERS

Section 1 – Members.

The Corporation is organized on a membership basis, consisting of two classes of Members, Active Members and Honorary Members.

A. Active Members.

i. Qualiﬁcation.

The number of Active Members of the Corporation will be limited to fifty individuals. Membership as an Active Member shall be open to full time chief executives of trade or professional organizations. The trade or professional organization with which the individual is affiliated shall be located within the greater Lansing area, its activities shall be supported primarily by non-public funds, and its members shall not duplicate the membership of another Active Member’s affiliated trade or professional organization.

ii. Duties and Responsibilities.

Active Members shall be voting members and maintain all rights and privileges through payment of dues and meeting attendance criteria. A member may be subject to suspension from the Corporation for any three consecutive absences at regular meetings, without notice to the Secretary. Excessive absence shall be reported by the Secretary to the Membership Committee for recommendation to the Corporation for appropriate action. A member may resign by advising the Corporation’s President in writing of the effective date of resignation.

B. Honorary Members.

Active Members in good standing for at least ten (10) years shall, upon retirement, be eligible for Honorary non-voting membership via a simple majority vote of the Active Members. Waiver of the ten (10) year requirement is permitted by a three-quarter (3/4) secret ballot vote of the Active Members in attendance at a meeting. Notwithstanding the foregoing,all Past Presidents, upon retirement, shall automatically become Honorary Members of the Corporation. Honorary Members will not have voting rights, but will be invited to Member meetings.

Section 2. Process for Admitting Members.

Qualified individuals may apply for membership as an Active Member upon the invitation of at least three (3) Active Members and submitting an application to the Membership Committee. The Membership Committee will review membership applications and forward favorable recommendations for placement on the meeting agendas for two (2)consecutive member meetings. Membership as an Active Member shall be granted upon the affirmative vote via secret ballot of three-quarters of the Active Members present at a meeting.

Section 3. Reconsideration.

Following proper notice to the sponsoring members and the President, rejection of any candidate for membership may be appealed on a motion by one of the sponsors at the next scheduled members meeting. The affirmative vote via secret ballot vote of a majority of the Active Members present shall be required to approve reconsideration. If the motion to reconsider is approved, then membership shall be granted upon the receipt via secret ballot of the affirmative vote of three-quarters (3/4) of the Active Members in attendance.

Section 4. Membership Dues.

Active and Honorary Members shall pay annual membership dues in such amount as established by the Board of Directors from time to time. Membership dues will be payable on a calendar year basis (January 1through December 31) and due on or before January 1 of each calendar year. Notwithstanding the foregoing, membership dues for new members who have been members for less than one year, will be prorated and shall be made payable within thirty (30) days of membership approval.

Section 5. Annual Meeting.
The annual meeting of the Members of the Corporation will be held at such location, time and date as designated by the Members or the Directors for the purpose of electing officers, presenting to the Members a copy of the Corporation’s financial report for the preceding fiscal year, and for the transaction of other business properly brought before the meeting.

Section 6. Special Meetings.
Special meetings of the Members may be called by the President and will be called by the President or Secretary at the direction of not less than two Directors or at the request in writing of at least ten of the Members entitled to vote at the meeting. Special meetings will be held at the location stated in the notice of meeting. Any request for a special meeting must state the purpose or purposes of the proposed meeting.

Section 7. Notice of Meetings.
Except as otherwise provided by these bylaws or bylaw, written notice containing the time,place and purpose of a meeting of the Members will be given personally, by mail or by electronic transmission to each Member of record entitled to vote at the meeting no tless than 10 days nor more than 60 days before the meeting. Notice by electronic transmission will be deemed to have been given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person. No notice of an adjourned meeting need be given if the time and place to which the meeting is adjourned is announced at the meeting. At the adjourned meeting, the only business that may be transacted is business which might have been transacted at the original meeting, unless the Members fix a new record date for the adjourned meeting.

Meetings may be held without notice if all Active Members are present in person or if notice of the meeting is waived in writing, either before or after the meeting, by all Members not present at the meeting.

Section 8. Quorum.
The presence of one third (1/3) of Active Members at a meeting will constitute a quorum. The vote of a majority of the Active Members present at the meeting at which a quorum is present constitutes the action of the Active Members, unless a greater number is required by law, other sections of these Bylaws or the Articles of Incorporation.

Section 9. Conduct of Meetings.
Meetings of the Members will be presided over by the President. The Secretary of the Corporation or, in his or her absence, a person chosen at the meeting will act as Secretary of the meeting.

Section 10. Participation by Remote Communication.
A Member may participate in a meeting by a conference telephone or other means of remote communication by which all persons participating in the meeting may hear each other if all participants are advised of the means of remote communication in use and the names of the participants in the meeting are divulged to all participants. Participation in a meeting pursuant to this section will constitute presence in person at the meeting.

Section 11. Voting.
Each Active Member entitled to vote at any meeting of Members will have the right to cast one vote in person.

ARTICLE II – DIRECTORS

Section 1 – Number, Qualiﬁcation and Term of Ofﬁce.
The property, activities and affairs of the Corporation will be managed by its Board of Directors. The Board of Directors of the Corporation will consist of the duly elected President, Vice President, Secretary, Treasurer and Immediate Past President. Each director will serve for a term commensurate with his or her term as officer.

Section 2 – General Powers as to Negotiable Paper.
The Board of Directors may, from time to time, authorize the making, signature and countersignature, or endorsement of checks, drafts, notes and other negotiable paper or other instruments for the payment of money and designate the persons who will be authorized to make, sign, countersign or endorse the same on behalf of the Corporation.

Section 3 – Powers as to Other Documentation.
All material contracts,conveyances and other instruments may be executed on behalf of the Corporation by the President or any Vice President, and, if necessary, attested by the Secretary or the Treasurer.

Section 4 – Regular Meetings.
Regular meetings of the Board of Directors may beheld without notice if the time and place of the meeting has been determined by resolution of the Board. At least one regular meeting of the Board must be held each year.

Section 5 – Special Meetings.
Special meetings of the Directors may be called by the President and will be called by the President or Secretary at the direction of not less than two Directors or as may otherwise be provided by law. Special meetings will beheld at the location stated in the notice of meeting. Any request for a meeting by Directors must state the purpose or purposes of the proposed meeting.

Section 6 – Notice of Meeting.
Except as otherwise provided by these bylaws or bylaw, written notice containing the time and place of all meetings of the Board of Directors will be given personally, by mail or by electronic transmission to each Director not less than ten days before a regular meeting and not less than two days before a special meeting. Notice by electronic transmission will be deemed to have been given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person. Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting. Notice of a special meeting must state the purpose or purposes of the meeting. No notice of an adjourned meeting need be given if the time and place to which the meeting is adjourned is announced at the meeting. At the adjourned meeting, the only business that may be transacted is business which might have been transacted at the original meeting.

Attendance of a Director at a meeting constitutes a waiver of notice of the meeting,except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 7 – Quorum and Voting.
A majority of all the Directors will constitute a quorum at any meeting. The vote of a majority of the Directors present at a meeting at which a quorum is present constitutes the action of the Board of Directors, unless the vote of a larger number is required bylaw or by other sections of these Bylaws or the Articles of Incorporation. If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present may adjourn the meeting until a quorum has been obtained.

Section 8 – Conduct at Meetings.
Meetings of the Directors will be presided over by the President. The Secretary of the Corporation or, in his or her absence, a person chosen at the meeting will act as Secretary of the meeting.

Section 9 – Action by Unanimous Written Consent.
Any action required or permitted to be taken at an annual or special meeting of Directors may be taken without a meeting, without prior notice and without a vote, if all of the Directors consent in writing, including by electronic transmission such as email, to the action so taken. Written consents will be filed with the minutes of the proceedings of the Board of Directors.

Section 10 – Participation by Remote Communication.
A Director may participate in a meeting of Directors by conference telephone or other means of remote communication by which all persons participating in the meeting may communicate with each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 11 – Compensation.
Directors will serve without compensation but maybe reimbursed for actual, reasonable and necessary expenses incurred by a Director in his or her capacity as a Director, consistent with policies adopted by the Board.

ARTICLE III – OFFICERS

Section 1 – Election or Appointment.
The officers shall be elected by the Active Members at the annual meeting. A slate of officer nominees, including a President, Vice President, Secretary and Treasurer, shall be mailed or emailed to the Active Members at least 10 days before the election. The Active Members may also appoint any other officers and agents as they deem necessary for accomplishing the purposes of the Corporation.

Section 2 – Term of Ofﬁce.
The term of office of all officers will commence at the first board meeting in September of each calendar year following their election or appointment and will continue until the board meeting held in September of the next calendar year and until their respective successors are chosen or until their resignation or removal. Any officer may be removed from office at any meeting of the Members, with or without cause, by the affirmative vote of a majority of the Active Members present at a meeting at which a quorum is present, whenever in their judgment the best interest of the Corporation will be served.

An officer may resign by written notice to the Corporation. The resignation will be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of the resignation.

Section 3 – Compensation.
Officers will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by an Officer in his or her capacity as an Officer, consistent with policies adopted by the Board.

Section 4 – The President.
The President will be the chief executive officer of the Corporation and will have general and active management of the activities of the Corporation. The President will see that all orders and resolutions of the Board of Directors are carried into effect. The President will execute all authorized conveyances, contracts or other obligations in the name of the Corporation except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Directors to some other person. The President will preside at meetings of the Directors and in his or her absence, the Directors present at the meeting will designate another presiding officer.

Section 5 – Vice President.
The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President.

Section 6 – The Secretary.
The Secretary will attend meetings of the Board of Directors and record or cause to be recorded the minutes of all proceedings in a book to be kept for that purpose. The Secretary will give or cause to be given notice of all meetings of the Board of Directors for which notice may be required and will perform any other duties prescribed by the Board of Directors.

Section 7 – The Treasurer.
The Treasurer will oversee the financial activities of the Corporation. The Treasurer will perform all duties incident to the office of Treasurer and other administrative duties as may be prescribed by the Board of Directors. All books, papers, vouchers, money and other property of whatever kind belonging to the Corporation which are in the Treasurer’s possession or under his or her control will be returned to the Corporation at the time of his or her death, resignation or removal from office.

Section 8 – Immediate Past President.
Each President, who remains an Active Member,will assume the position of Immediate Past President for the year immediately following his or her term as President. Immediate Past Presidents will serve for a term of one year and will be ex officio voting directors on the Board. After the one-year term has expired,the Immediate Past President will be designated as “Past President.”

ARTICLE IV – COMMITTEES

Section 1 – Membership Committee.
A Membership Committee, consisting of the Immediate Past President and three of the most recent Past Presidents who remain Active Members, will review and consider applications for membership and make recommendations to the Members. The Membership Committee will also review and make recommendations to the Members regarding reports of excessive absenteeism from member meetings. A Past President will serve as a chairperson of the Member-ship Committee.

Section 2 – Nominating Committee.
A Nominating Committee, consisting of three Active Members shall be appointed by the President to develop a slate of nominees to serve as President, Vice President, Secretary and Treasurer.

Section 3 – Other Committees.
The Board of Directors may designate other committees as deemed appropriate. The committees will have the authority as delegated to them by the Board of Directors.

Section 4 – Procedure.
Except for the Nominating Committee and the Membership Committee, all committees, and each member thereof, will serve at the pleasure of the Board of Directors. The Board of Directors will have the power at any time to increase or decrease the number of members of any committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence of any committee. Regular or special meetings of any committee may beheld in the same manner provided in these Bylaws for regular or special meetings of the Board of Directors, and a majority of any committee will constitute a quorum at the meeting.

ARTICLE V – INDEMNIFICATION

Section 1 – Indemniﬁcation.
The Corporation will, to the fullest extent now or hereafter permitted by law, indemnify any Director or officer of the Corporation (and,to the extent provided in a resolution of the Board of Directors or by contract, may indemnify any volunteer, employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending, or completed action,suit or proceeding by reason of the fact that the person is or was a Director, officer, volunteer, employee or agent of the Corporation, or is or was serving at there quest of the Corporation as a director, trustee, officer, partner, volunteer, employee or agent of another corporation, partner-ship, joint venture, trust or other enterprise, whether for profit or no for profit, against expenses including attorneys’ fees (which expenses may be paid by the Corporation in advance of a final disposition of the action,suit or proceeding if the person acted (or refrained from acting) in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its Members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

Section 2 – Rights to Continue.
This indemnification will continue as to a person who has ceased to be a Director or officer of the Corporation. Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of the Corporation to the extent provided in a resolution of the Board of Directors or in any contract between the Corporation and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, officer, volunteer, employee or agent of the Corporation will inure to the benefit of the heirs and personal representatives of that person.

ARTICLE VI – MISCELLANEOUS

Section 1 – Fiscal Year.
The fiscal year of the Corporation shall be established by the Board of Directors by resolution.

Section 2 – Amendments.
These Bylaws may be amended or repealed by a two-thirds secret ballot vote of the Active Members present at any regular or special meeting of the Members provided that any statutory notice requirements are met.

Section 3 – Guests.
Except as may otherwise be provided in a meeting notice, all meetings of the Corporation are restricted to Active and Honorary Members, directors and officers. Program presenters may be accompanied by required staff, with the approval of the President. Social Guests are permitted only by invitation of the Board of Directors.

Section 4 – Restrictions.
The Corporation shall not express any position on legislation, policy regulation rules of State or Federal affairs.