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ARTICLE I – NAME Section 1. The name of this organization is the Fitzgerald-Ben Hill County Chamber of Commerce, Inc., with offices in Fitzgerald, Georgia. ARTICLE II - OBJECT Section 1. The Fitzgerald-Ben Hill County Chamber of Commerce, Inc. shall work and help to develop, encourage, promote and protect the commercial, professional, financial, agricultural and general business and civic interests of the City of Fitzgerald, the County of Ben Hill, and its trade area. ARTICLE III - ACTIVITIES Section 1.

The Chamber in its activities shall be nonsectarian.

Section 2. The Chamber shall not endorse political candidates or political parties, but may endorse or support public or political issues. ARTICLE IV – MEMBERSHIP Section 1. Any reputable person, firm, association, partnership, corporation or estate interested in the general welfare of the City of Fitzgerald and the surrounding territory may subscribe to membership in the Fitzgerald-Ben Hill County Chamber of Commerce, Inc., subject to the approval of the Board of Directors. Section 2.

Annual dues shall be established by the Board of Directors.

Section 3. Any person, firm, association or corporation eligible to membership may acquire more than one membership by paying the annual dues of each such membership and may designate an individual to represent each such membership. Section 4. Any person, firm, association or corporation holding more than one membership shall be entitled to cast only one vote except that individuals who have been designated to represent said additional memberships shall vote as members. The person, firm, association or corporation holding one or more memberships shall have the right at any time to change any or all of its representatives upon written notice to the Chamber of Commerce.

2 of 5 Section 5. If any member shall fail to pay their dues within sixty days of maturity, they shall be considered delinquent and written notice shall be given to the member by the secretary, and, if, at the end of thirty days they shall remain delinquent, their membership shall be forfeited. Section 6. The death, resignation or expulsion of a member shall terminate the member’s membership. Section 7. The termination of a membership shall work as forfeiture of all interest of the member in and to the property or assets of this organization and such member shall thereafter have no right to any part thereof. ARTICLE V – BOARD OF DIRECTORS Section 1. The affairs of this Chamber of Commerce shall be under the direction of a Board of Directors of Fifteen (15) members, one of whom shall be either the Mayor or Mayor pro-tem of the City of Fitzgerald, one of whom shall be the Chairman or ViceChairman of the Ben Hill County Board of Commissioners, one of whom shall be appointed by the incoming chairman of the chamber as hereinafter provided and the remaining twelve (12) members shall be elected as hereinafter provided. The Director to be appointed by the incoming chairman will be appointed for a three (3) year term and upon that director’s term expiring the upcoming chairman for that year will appoint a new director for a three (3) year term. The Directors to be elected shall be elected as follows: Three (3) Directors shall be elected for the year 2004, Two (2) Directors shall be elected for the year 2005, and thereafter beginning in 2006 the number of Directors to be elected each year shall be equal to the number of Directors necessary to make the number of members on the Board of Directors total no more than fifteen (15). No member of the Board of Directors shall be eligible for re-election or re-appointment until after the lapse of one (1) year from their term as director, except as hereafter provided. The directors shall have full power to fill all vacancies on the board and they may adopt rules for conducting the business of the chamber. The Board of Directors shall meet not less frequently than ever other month at such regular time and place as may be determined by them. They shall submit in writing at the annual meeting a full report of the work and the finances of the organization. Absence from three (3) consecutive regular meetings shall be construed as a resignation. A majority of the board of Directors shall constitute a quorum at any regular or called meeting. In the event the Board of Directors fills a vacancy on the board, depending upon the length of such vacancy, the Board of Directors shall provide as to whether or not that person will be required to remain off the Board for a period of one year before again being considered and voted upon as a Director.

3 of 5 Section 2. The Secretary shall mail to all members of the Chamber a list of the entire membership between November 1st and December 1st of each year and the membership shall vote on six to ten (6-10) directors based on how many directors are needed to fulfill vacancies on the board and return said ballots by ten (10) working days after election ballots has been mailed out. An Election Committee appointed by the Chairman with the approval of the board shall have control of the election and such committee shall meet, canvass the ballots and the directors receiving the highest number of votes shall be determined. The secretary shall immediately mail to all members of the Chamber a list of these director nominees and the membership shall vote for the number of directors which shall be necessary to fulfill all fifteen (15) positions on the Board of Directors. Immediately upon completing their ballot, each member shall return their votes at a time to be fixed by the election committee, who shall then meet and declare the results of such election. The members receiving the highest number of votes shall be the Directors. In case of a tie, the executive committee along with the chair person of the election committee, shall, by a majority vote, determine the nominee. The Board of Directors may, if they so desire, divide the membership roll into categories and require that a certain number of persons in each category be nominated. Section 3. The Mayor or Mayor Pro-tem of the City of Fitzgerald, Georgia, the Chairman of the Board of County Commissioners of Ben Hill County, Georgia, or the Vice Chairman thereof, shall be ex-officio members of the Board of Directors with full rights of discussion and participation with all voting privileges. ARTICLE VI – MEETINGS Section 1. The Annual Meeting of the Chamber shall be held soon after the end of the fiscal year, at which time the new directors and officers will be installed. The fiscal year shall coincide with the calendar year. Section 2. The Board of Directors may provide for holding membership meetings whenever it may be considered necessary or desirable. Section 3. The Board of Directors shall call a membership meeting upon petition executed by not less than ten percent of the members. Section 4. At all membership meetings, five percent of the members in good standing shall constitute a quorum. Section 5. Notice of both regular and special meetings shall be given to each member in person or by mail at least five days prior to such meetings. ARTICLE VII - OFFICERS

Section 1. The officers of the Chamber of Commerce shall consist of a Chairman of the Board, Incoming Chairman, a Vice Chairman, and a Secretary/Treasurer, all of whom must be members of the Board of Directors. The officers shall serve a two year term. New officers shall be elected by or during December of the second term of the outgoing officers. The current Chairman, Incoming Chairman, Vice Chairman, and Secretary/Treasurer shall continue in their offices for one additional year following the ratification of this Amendment and the first election under these revisions shall be held by or during December 2007. The retiring Chairman shall be Vice Chairman automatically if he or she is willing to serve as such, and if not, then such Vice Chairman shall be elected in the same manner as the other officers. The manner of election shall be as follows: The Executive Board shall submit to the Board their list of nominees for each office. The Board however, after receiving such list of nominees may make nominations from the floor and when the nominations have closed the Board shall elect the officers herein above provided for. Section 2. In the event the Chairman can not or will not complete the two-year term he or she will be replaced by the Incoming Chairman who will become Chairman, serve the remainder of the Chairman’s term, and then start his or her own two-year term as Chairman. If the Incoming Chairman should move up and become Chairman to fill an unexpired term, the Board may elect another Incoming Chairman from names submitted by a Nominating Committee. Section 3. The Board of Directors shall employ the Executive Director and fix compensation, and the Executive Director shall be the administrative officer of the Chamber of Commerce and shall conduct all such duties incident to the office subject to the direction and control of the Board of Directors. Section 4. The duties of the officers of the Chamber are those normally pertaining to the titles and will be assumed and directed in accordance with Robert Rules of Order or such other rules or regulations as may be prescribed by the Board of Directors. ARTICLE VIII – COMMITTEES Section 1. The Board of Directors shall authorize and define the powers and duties of all committees. Section 2. The Chairman shall appoint all committees, subject to confirmation by the Board of Directors. Section 3. The Executive Committee shall be composed of the Chairman, the Incoming Chairman, the Vice Chairman, the Secretary-Treasurer, and two directors to be selected by the Board. Section 4. In the interim between meetings of the Board, the Executive Committee shall have general supervision of the work of the Chamber.

Section 5. The Finance Committee shall prepare and submit to the Board of Directors a budget for the fiscal year and shall audit the books of the Chamber at the end of each fiscal year or when directed by the Executive Committee and submit its findings and recommendations to the Board of Directors. 4 of 4 ARTICLE IX - DISBURSEMENTS Section 1. Membership dues and other funds paid to the Chamber of Commerce shall be deposited in such local bank as may be selected by the Board of Directors and disbursed upon checks signed with two signatures by the Executive Director, Chairman Incoming-Chairman, Vice Chairman or Secretary-Treasurer. ARTICLE X – AMENDMENTS Section 1. The By-Laws may be amended or altered by a majority vote of those present at any regular or special meeting of the Board of Directors, provided notice of the proposed change shall have been given each member five (5) days prior to such meetings.