RATIFIED BY MEMBERS AND BOARD 10/13/98

Article I--Name

Section 1 The Association shall be known as the Mid-Atlantic Association of Personnel Consultants, Inc., a not-for-profit corporation formed under the laws of the State of New Jersey hereinafter referred to as the Association.

Section 2 The principal office of the Association shall be designated by the Board of Directors.

Article II--Object and Purpose

The object and purpose of the Association shall be to upgrade the standard of professionalism of its members and to provide greater service to client companies, candidates, members' employees, and to the general public they serve, to improve the public image of the industry through an active program of public relations; to provide a code of business practices which will insure the finest possible service to all parties; to serve the best interest of its members concerning legislation; to promote an atmosphere of cooperation and camaraderie among its members.

Article III--Definition of Terms

Article IV- Membership

Section 1 Any firm or corporation with an office in the Mid-Atlantic States region who is engaged in negotiating employment is eligible for Active Membership. Membership is to be held in the name of the firm. Each active member is entitled to one vote. Each active member shall name an official representative to the Association; however, it can designate a different representative for a specific meeting or purpose.

Section 2 In the event controlling interest in a member firm is transferred, the membership is transferable, subject to approval of the Board of Directors.

Section 3 An eligible firm shall be made an active member by making proper application to the Association together with the proper dues and a pledge to abide by the Constitution, Bylaws, and Standards of Business Practices of the Mid-Atlantic Association of Personnel Consultants.

Section 4 The Board of Directors may establish other classes of membership besides Active. The requirements for the privileges of other classes of membership shall also be established by the Board of Directors, but only Active members are entitled to a vote and to serve as an Officer or Director.

Article V--Dues and Assessments

Section 1 Dues shall be based on the Calendar year and shall be determined by the Board of Directors. The Board of Directors may, if it so desires, prorate dues to the new members joining during the year.

Section 2 Assessments may be levied when necessary by majority vote of the Board of Directors.

Section 3 The Board of Directors shall prescribe the method of payment and collection of dues and assessments.

Section 4 A member who is sixty days delinquent in the payment of dues, assessments or installments shall be notified by mail by the Treasurer and shall be dropped from membership in thirty days if the same is not paid.

Article VI--Officers

Section 1 The officers of the Association shall be a President, Vice President, Secretary and Treasurer. They shall be elected in accordance with Article VIII and be designated as the Executive Board. If the President is, for whatever reason, unable to fulfill his/her term in office, the Vice President will assume the duties of the President for the remainder of said term. Any other vacancies occurring within the Executive Board ranks may be filled by the President and approved by the Executive Committee for the remainder of the term.

Section 2 Their term of office shall be one calendar year, or until their successors take office.

Section 3 The elected officers shall have specific responsibilities as follows:

The PRESIDENT shall be responsible for determination of Association policy on all matters requiring such determination between meetings of the Board of Directors; and for the leadership necessary to assure the objectives of this Association as set forth in Article II are realized to the fullest extent possible during his or her term of office. He or she, with the advice and consent of the Executive Board, may appoint other Directors as are needed to properly conduct the business of the Association.

The VICE PRESIDENT shall preside in the absence of the President and accept such other responsibilities as are assigned by the President.

The SECRETARY shall give notice of all meetings of the Board of Directors and Membership and shall keep a record of the proceedings and provide copies to all Officers and Directors on a timely basis.

The TREASURER shall collect all monies, pay all bills, keep all the accounts, and present a complete account of all financial matters to the Board at their regular meetings and at other times as directed by the President.

Article VII--Board of Directors

Section 1 The Board of Directors is defined in Article III, the "Definition of Terms." The president shall with the advice and consent of the Executive Board, appoint such Directors and assign their responsibilities.

Section 2 The Board of Directors shall have supervision, control and direction of the Association, shall determine its policies or changes therein within the limits of the Bylaws, shall actively pursue its objectives and shall have discretion on the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of its powers granted, appoint such agents and employees as it may consider necessary.

Section 3 The Executive Board shall be responsible for the orderly and businesslike conduct of the work of the committees assigned.

Section 4 The Executive Committee will be comprised of the President, the Vice President, the immediate Past President, Secretary and Treasurer. The Executive Committee shall transact and attend to such business of the Association as not to require convening of the entire Board of Directors.

Section 5 A majority of the Board of Directors shall constitute a quorum at any meeting of the Board. The Directors present at a duly organized meeting can continue to do business until adjournment, not withstanding the withdrawal of enough Directors to leave less than a quorum.

Section 6 The term of office for Directors shall be one calendar year, or until their successors take office. Vacancies among Directors may be filled by the President, with the advice and consent of the Executive Board for the balance of the term remaining.

Section 7 Advisory Board--Former Presidents of MAAPC who have held this responsibility for a minimum of two one year terms and are active in the recruiting business will automatically be a member of the Advisory Board. Each Advisory Board member will enjoy the same voting privileges as other Board members. In the event that there are more than five Advisory Board members, the group will be limited to a maximum of five votes.

Article VIII--Nominations and Elections

Section 1 Committee on Nominations--During the month of September in each Year, the immediate Past President shall, with the Board of Directors, become the Nominating Committee to nominate candidates for the positions on the Executive Board.

Section 2 Nominations for the Executive Board will be actively sought via letter to all members in good standing announcing elections. Nominations must be made at the October Board Meeting or in writing to the President anytime after the September Board Meeting and before the October meeting.

Section 3 Candidates must be active members in good standing of the Association. Any individual wishing to run for an Executive Board position must be an owner of his or her organization, have served on the Board in some capacity for at least one year, and provide a biography for the electorate's perusal.

Section 4 The Nominating Committee will not endorse any candidates.

Section 5 Election will be a plurality of the active members voting either in person, at the November Board Meeting, or in writing after the October Board Meeting and prior to the November Board Meeting. Proxy votes are not permitted. The President will notify the membership of the specific date of the election.

Article IX--Meetings

Section 1 The November Board Meeting shall serve as the Annual Election Meeting of the Association and be held for the purpose of electing the Executive Board and transacting any other business.

Section 2 All regular and special meetings shall be conducted under Roberts Rules of Order (Revised.)

Section 3 Due notice shall be given of all regular and special meetings by the President at least seven days prior to such meetings being held.

Section 4 At all regular or special meetings, at least 60% of the Board and two officers must be present to conduct Association business, and this will constitute a quorum.

Article X--Committees

The President, with the advice and consent of the Executive Board, shall appoint the Board of Directors and members of committees as deemed appropriate.

Article XI--Resignations and Expulsions

Section 1 Resignation shall be made in writing to the Secretary. No resignation shall have the effect of discharging indebtedness to the Association.

Section 2 Any member may be dropped for non-payment of dues or assessments as stated in Article V, Section 4.

Section 3 Any member, after a hearing, may be expelled from membership for breaches of integrity or honesty, or failure to adhere to the Constitution and Bylaws or Standards of Business Practices of the Mid-Atlantic Association of Personnel Consultants, by majority vote of the Board of Directors, provided written notice of such hearing is given, and the accused member is given the opportunity to be present at the hearing to face his/her accuser and present evidence in his/her defense.

Section 4 Any member of the Board of Directors against whom charges have been preferred shall be deprived of his/her vote at any hearing on his/her case.

Article XII Limitation of Liability

Section 1 Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, agent or employee of this Association shall be liable for the acts or failure to act on the part of any other member, office, agent or employee of the Association. Nor shall any member, officer, agent or employee be liable for his/her acts or failure to act under these Bylaws, exception on acts or omissions to act, arising out of his/her willful malfeasance.

Section 2 Any officer or Director of this Association or former Officer or Director of this Association shall be reimbursed against the reasonable expenses actually and necessarily incurred by them in connection with defense of any action, suit or proceeding in which they or any of them are made parties or a party, by reason of having been Directors or a Director of Officer of the Association, except in relation to matters as to which such Director or Officer or former Director or Officer, shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. The Association may purchase and maintain Directors' and Officers' liability insurance in such amounts as may be determined from time to time by the Board of Directors.

Article XIII--Dissolution

The Corporation shall use its funds only to accomplish the objectives and purposes specified in its Article of Incorporation and in its Bylaws, and no part of said funds shall insure, or be distributed, to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified similar type organizations to be selected by the Board of Directors, which are exempt from federal taxation under the US Internal Revenue Code.

Article XIV--Amendments

Amendments to these Bylaws may be proposed by the Board of Directors. Any proposed Amendment may be adopted (with such revision, if any, as the Board deems appropriate) at any meeting of the Board of Directors by a vote of the majority of those present, provided that within thirty (30) days after the mailing to the membership of notice of such Amendment it is ratified by the general membership by mail ballot by a majority of members voting, provided that at least ten (10) percent of the members vote. The secretary shall be responsible for causing a mailing of such proposed Amendments with thirty (30) days of adoption by the Board of Directors.