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BYLAWS OF BEN FRANKLIN'S SMALL BUSINESS CHAMBER OF COMMERCE, INC.

DRAFT-- TO BE ADOPTED BY THE FOUNDING BOARD OF DIRECTORS

ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be Ben Franklin's Small Business Chamber of Commerce, Inc. (Ben's Chamber).

Section 2: Ben's Chamber is organized exclusively for charitable, scientific and educational purposes, more specifically to facilitate the education of entrepreneurs, business owners and creative managers about how inspirations become effective action through grassroots business and political systems through the formation and facilitation of Franklin Circles, adult self-directed learning groups based on the model of Ben Franklin's first such group formed in 1727. We affiliate with no one, cooperate with all. Our purpose is to inform, not reform.

ARTICLE II - MEMBERSHIP

Section 1: Membership shall consist only of the members of the board of directors.

ARTICLE III - ANNUAL MEETING

Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.

Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board and the Executive Director are responsible for overall policy and direction of organization, and delegates responsibility for day-to-day operations to the Executive Director (John S. Wren or his designee). The Board shall have up to 12 and not fewer than 3 members. The board may receive reasonable compensation and expenses as determined by the Executive Director and the Finance/Compensation Committee of the Board.

Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.

Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by unanimous concent of the current directors.

Section 4: Terms. All Board members shall serve 2 year terms, but are eligible for re-election.

Section 5: Quorum. A quorum must be attended by at least 51 percent of the Board members before business can be transacted or motions made or passed.

Section 6: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.

Section 7. Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. Their duties are as follows:

The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.

The Vice-Chair will chair committees on special subjects as designated by the board.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.

The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by John S. Wren.

Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or the Executive Director or one-third of the Board. Notices of special meetings shall be send out by the Secretary to each Board member postmarked two weeks in advance.

ARTICLE V - COMMITTEES

Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.

Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: Finance/Compensation Committee. The Treasurer is chair of the Finance/Compensation Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

ARTICLE VI - DISSOLUTIONMENT

Section 1: Upon the death of John S. Wren, this organization will be dissolved and the assets conveyed to any person(s) who makes a proposal to continue this work within 90 days of Wren's death that is accepted by a simple majority of the board. If no proposal is accepted within 180 days, the assets will be conveyed to the University of Denver. Notice of this provision will be published within 30 day's of Wren's death in the University of Denver Clarion Newspaper, the Denver Post, the Rocky Mountain News, the Denver Catholic Register, the Denver Jewish News, and the Colorado Statesman Newspaper.

ARTICLE VII - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of _____________ on

_______________________, 19XX.