Referral Tree LLC Bylaws

Created February 23, 2009

(Modified February 3, 2010)

Goal
The goal of Referral Tree LLC (Referral Tree) is to provide a highly advanced and well structured networking system that serves as a vehicle for quality business to business referring and unprecedented growth of its members businesses.

ARTICLE I: Description of Business

The name of the organization shall be Referral Tree LLC, and operate from the address:
PO Box 64248
Tucson, AZ 85728

Referral Tree shall operate in multiple cities and within each city Referral Tree may operate multiple "Chapters". A Chapter can be described as a meeting group & place defined geographically that lies within a city. There could be several chapters within any geographical area of a city. Referral Tree will expand and add additional chapters in any of the geographical areas. For example: the NE region of a city might have one chapter today, and four chapters in the future as determined by Referral Tree and the demands of new membership.

ARTICLE II: OBJECTIVES

The objectives of Referral Tree are to:

Create a comprehensive network of professionals, service providers, and business owners (hereafter collectively referred to as "professionals") who consistently provide exceptional customer service, and make up the membership of Referral Tree;
Create an automated system and infrastructure capable of collecting, recording and allowing the rapid and reliable exchange of business referral information (external and internal) for and between its members;
Provide a service which facilitates expansion of business for Referral Tree members;
Provide a platform for the advertisement and marketing of the goods, and or services offered by its members;
Provide an innovative and structured meeting framework designed to educate the members regarding general business practices and referring practices in order to ensure the quality and prosperity of the membership as a whole.

ARTICLE III: MEMBERSHIP RULES, PERFORMANCE AND EXPECTATIONS

All members agree to:

Provide exceptional customer service, striving to exceed their client’s expectations every time.
Conduct themselves in an honest and ethical manner at all times when dealing with members and clients.
Never slander or defame the name or reputation of Referral Tree, or any of its members.
Consistently refer business within the Referral Tree Network. *Subject to your professional rules of ethics if applicable (see footnote below), and to create mutually beneficial relationships with other members.
Join and actively support a Referral Tree Chapter once they are established.
Never recruit or hire employees of an existing member from within their Chapter or other Chapter of Referral Tree.
Promote and provide only the service they represent as a member of their Chapter within Referral Tree. If a member provides multiple services as defined by Referral Tree, that member may not solicit any client referred by the network for those services that the member does not represent within the network. The member should refer that business to the appropriate member in the network that does represent those services. If no other member in the network represents that particular service, the original member may then provide the service.
Not send "spam" email to other members.
Provide all offers and incentives to members in writing so as to avoid any miscommunication.
Allow Referral Tree to distribute and publish promotional information about members to other members and potential members, using the member’s business name and logo if necessary.
Treat all information regarding the business and networking methodologies and technologies of Referral Tree as proprietary. Never release, disclose, or duplicate any of this information to/with any other referral network group or competitor of Referral Tree.
Conform to the rules of Referral Tree, whether expressed in the by-laws or otherwise. These rules may, from time to time, be adapted or changed by Referral Tree.

At the annual membership date of a member, that member may apply to renew membership in the network. Referral Tree will consider many aspects of a member’s performance when determining eligibility for membership renewal. Factors for consideration include but are not limited to:

Inter-network referring: each member is expected to provide at least three (3) completed and accepted business referrals to other members (not to each member) within the Referral Tree membership each calendar quarter.
Manage their referral business: each member is expected to effectively manage the referrals they receive from the network. It is expected that any new referral shall be contacted as soon as possible but not to exceed one (1) business days after the referral was submitted to the member. Quality of service delivered to clients shall be provided at a level sufficient to maintain a high satisfaction rating from those clients as measured from feedback generated by Referral Tree.
Meeting participation: members are expected (not required) to attend and participate in a minimum of four (4) chapter meetings per calendar quarter and shall not miss more than three (3) consecutive chapter meetings, unless that member is on an approved leave of absence.

On a quarterly basis, Referral Tree may evaluate a member’s collective performance (as defined above). If a member’s actual performance is deemed low, Referral Tree may contact that member to establish an expectation for the next business quarter. A members standing within Referral Tree may be terminated for pervasive and/or consecutive quarters of low performance.

All members hereby expressly release, hold harmless and indemnify Referral Tree, its owners and officers from any and all liability and responsibility stemming from actions/services, whether negligent or not, that are performed by the members of Referral Tree.

Referral Tree does not determine specific industry/professional restrictions or ethical opinions and regulations on becoming a member.

*Certain professions prohibit providing a referral with the expectation of receiving a referral in exchange. Under these circumstances members may join Referral Tree for the purpose of obtaining service providers to refer to but may have an ethical obligation to refuse to accept referrals from RT members. If, in the professional’s opinion, the acceptance of such a referral may create an ethical violation or appearance of such, the member may refuse to accept that referral.

ARTICLE IV: MEMBERSHIP

Members shall be classified according to business, trade or occupation within each Chapter.

There shall be one (1) representative of each profession in any given Chapter.

Referral Tree does not allow any type of multi-level marketing business concepts to be represented as a profession in the network. Members that offer products that are sold under a MLM structure may become a member under the following conditions:

1) Must have a physical place of business where they provide a service to clients (not a home based business).
2) Must provide a service, not just sell the product.
3) Must offer multiple lines of product, not just the MLM product.
4) Product must be related to the service provided.
5) Must provide the service full time.
6) Must NEVER approach anyone associated with Referral Tree to sell the "MLM Business". If explicitly asked, it is permissible to discuss.

An individual membership shall be limited to a professional with policy-making authority or who is otherwise determined to be eligible by the owners of Referral Tree.

Membership in any Chapter shall be on a first come, first served basis. The member that completes the application process, is approved and pays for the membership dues first shall be awarded the position within the Chapter.

An application for membership shall be valid for a period of sixty (60) days from the date of acceptance and approval by Referral Tree. After sixty (60) days, the pending application shall be suspended and the proposed member must resubmit and pay for a new application to be considered for membership.

Multiple Memberships: A member of Referral Tree may apply for and hold more than one classification/profession within a Chapter up to a maximum of two (2) separate professions as defined by Referral Tree. A separate application and membership fee shall be paid for each business classification/profession they represent. The decision as to whether or not different services provided by a member constitute more than one classification/profession shall be at the sole discretion of Referral Tree. One individual member shall not be a member of more than one Chapter.

Change: A member may request a change in business classification/profession that they represent within a Chapter. The member must complete, and pay for, a new application to be processed for the new business classification/profession they will represent. No additional membership fee will be required. All business classification/profession changes are subject to approval by Referral Tree.

Sale/Assignment of membership: A member may not sell or assign a membership to another individual/company.

Other Referral Groups: Referral Tree understands that not every profession will be represented in Referral Tree, and that other networking groups will have professions not represented in Referral Tree. We place no restrictions on our members and encourage them to participate in other networking groups. We do expect that each member consistently refer to those professions represented in Referral Tree. It is expressly understood that NO member shall discuss or share any of the business methodologies of Referral Tree with any other networking group or competing organization.

Acceptance: Payment of the application fee and/or membership fee constitutes acceptance and willingness of the member to conform to the rules of Referral Tree, whether those rules are expressed in the by-laws or otherwise.

Alternate Member: Referral Tree allows for the substituting of an alternate member in the event a member cannot attend a regularly scheduled meeting (hereinafter "alternate member"). Alternate Members must be approved by Referral Tree in advance of the meeting and must serve in a decision making capacity within the organization they represent. All referrals must be managed by the member, not the alternate.

Leaves of Absence: If for good cause and upon Referral Tree approval, a member in good standing may be granted permission to not support their business classification and membership within Referral Tree for a maximum of six (6) months.

Every member of Referral Tree understands that their membership in Referral Tree is permissive in nature and violation of the bylaws could cause that membership to be revoked by Referral Tree at any time, without recourse.

ARTICLE V: APPLICATION AND MEMBERSHIP FEES

Fee structure and amounts shall be determined by Referral Tree and are subject to change. Memberships are for a period of one year from the date paid, and are due in advance.

Late Payments: Any member who fails to pay dues and other organization expenses within fifteen (15) days of the due date shall be delinquent and shall be so advised by Referral Tree. If the amount is still delinquent after an additional fifteen (15) days, the membership will be suspended and the member shall be notified. Membership may then be terminated at any time by Referral Tree. When a member is terminated, notice shall be given to the member in writing from Referral Tree.

Refund Policy: In the event an applicant is declined for membership after paying the application fee, the application fee shall be refunded to the perspective member. As a general policy, there are no refunds on application or membership fees once an applicant has been approved for membership. Under special circumstances the application fee may be refunded at the sole discretion of Referral Tree. Once the membership fee has been paid there will be no refunds of application fee or membership fees.

ARTICLE VI: ADVISORY BOARD

For all cities that Referral Tree operates in, there shall be established an Advisory Board. The Advisory Board will consist of members who serve on a voluntary basis. The purpose of the Advisory Board is to provide advice and direction for Referral Tree on various issues or decisions that need to be made.

ARTICLE VII: BUISNESS REGION OFFICERS

Once membership is at a point where individual chapters are launched (as determined by the Advisory Board) each Chapter shall have a President, Vice President and Membership Director. They shall serve for a term of one year and hold office until their successors are duly elected and qualified. However, they shall not hold office for more than two consecutive terms, nor shall any person hold more than one office at a time.

Duties:

The President shall preside over all meetings, assist the ownership of Referral Tree with the appointing of any committee members and shall vote on all appropriate matters to their position. The President will provide guidance and leadership to their Chapter and oversee its overall operation.

The Vice President shall, in the absence of the President, have all the powers and perform all the duties of the President with regard to the Chapter meeting and membership. The Vice President shall assist the President in any capacity necessary to benefit the Chapter which is in accordance with the bylaws.

The Membership Director shall be responsible for greeting/welcoming new members, assisting the Referral Tree owners with Chapter membership growth and assisting the Vice President with duties necessary for the benefit of the Chapter which are in accordance with the bylaws.

ARTICLE VIII: MEETINGS

Regular meetings of the membership shall be held approximately every two weeks or as determined by the Chapter Management and by the approval of the owners of Referral Tree. Meeting days and times shall be determined by a vote of the Chapter members at the time each Chapter is created. One -third of the existing membership being present and in good standing shall constitute a quorum at any Chapter meeting and action may be taken on behalf of the membership. Reasonable notice of meetings shall be communicated to the membership by the Chapter officers in the event they are different than typically scheduled.

Members shall not be permitted to attend chapter meetings of another chapter for which they are not a member. The exception to this rule is that any member may attend any Referral Tree Central (meeting held for members waiting for their respective Chapter to be launched) or Orientation (training) meeting.

See Article III for more information regarding meeting attendance.

ARTICLE IX: ELECTIONS FOR BUSINESS REGION OFFICERS

An "Annual" Chapter meeting, to be attended by the members of that Chapter only, shall be held on the first Chapter meeting in December of each year to elect new Chapter officers. All prospective officers must be in good standing as related to the performance minimums provided in Article III. All officers shall hold their respective offices for a period of one year. Nominations of the leadership shall be held on the first meeting in November. All elections results shall be by cumulative voting of the members present. The new officers shall be installed the first meeting in January.

ARTICLE XI: DISPUTE, RESOLUTION, GRIEVANCE PROCEDURES AND REMEDIES:

Scope:

Attendance, violation of confidentiality, issues related to Article III, and matters relating to fees and dues are reserved for the Advisory Board. This article applies to issues, questions and disputes between members which relate to behavioral and financial issues connected to Referral Tree, its members, and business referrals. All other significant issues involving the objectives (Article II) not otherwise reserved directly to the Advisory Board are included within the scope of this article. Utilization of procedures herein is available only to current Referral Tree members.

Dispute Resolution:

Referral Tree encourages and recommends its members exercise extensive personal efforts to resolve disputes before resorting to the procedures set forth herein.

In the event of an un-reconciled dispute between members of a Chapter(s), a formal written complaint must be submitted to the President(s) of that/those Chapter(s). A Grievance Committee shall be convened consisting of member volunteers from other Chapters (no member from the complainants’ Chapter(s) shall be allowed to serve on the grievance committee). All parties to the complaint shall be allowed to present their case to the Grievance Committee for resolution.

Remedy:

The Grievance Committee may make any remedy recommendations they deem suitable, however their recommendation must have the approval of the owners of Referral Tree. Compliance with the determination will be a condition of continued membership for all parties. Referral Tree shall inform the parties involved of the final approved recommendations. The recommendations may be appealed provided it is done unanimously by all members involved in the dispute and under the condition that any new recommendations approved will be abided by for the involved partied. An appeal must be provided in writing within 30 days of being informed by the Referral Tree of the original approved recommendation. A new Grievance Committee will be convened and a new recommendation will be rendered by this new committee which again must be approved by the owners of Referral Tree. The new approved recommendation will again be provided to the involved parties through a communication from Referral Tree.