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ARTICLE I
Name & Definitions
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SECTION 1 - NAME
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The name of the organization is the ITEX BROKERS ASSOCIATION.
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SECTION 2 - LOCATION
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The principal office of the Association shall be located with the President of the Association.
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SECTION 3 - DEFINITION
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A.
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Company
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The ITEX Corporation, a Nevada Corporation.
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B.
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Broker
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A person or entity who is party to one or more IRBAs or FAs or otherwise received a communication of appointment as an ILB, IFB or AD.
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C.
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ILB
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ITEX Licensed Broker
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D.
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IFB
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ITEX Franchise Broker
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E.
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AD
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Area Director
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F.
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IRBAs
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Independent Retail Brokers Agreement formerly known as Independent Retail Brokers Sales Agreement (IRBSA), the agreement between ILB and Company which grants the right to use the Company trademarks, sell the Company’s services to clients of ITEX.
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G.
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FAs
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Franchise Agreement between IFB and Company which grants the right to use the Company trademarks, sell the Company’s services to clients of ITEX.
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H.
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Principal
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The term “principal” means the person(s) or entity owning interest in a corporation or partnership which is the Broker.
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I.
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Year
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The term “year” means the calendar year.
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J.
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IBA
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The ITEX Brokers Association. A Missouri Corporation.
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K.
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Regions
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Areas Identified as districts, each represented by a member-at-large.
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L.
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Board of Directors
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Elected by the members, also referred to as the IBABD or The Executive Board.
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ARTICLE II
Purpose of Association
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SECTION 1 - GENERAL
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This Association is organized to improve and facilitate communications between the Company and Brokers. Except as its activities will indirectly benefit all Brokers and the Company, it is not the intent of the Association itself to make any profit. Should the Association decide, by majority vote, to disband the Association, all monies held will be distributed to each member in equal shares. This shall be done after a full accounting is prepared by the treasurer and given to each member. All bills will be paid first and then the remaining monies will be distributed to the membership. A final Treasurer’s report will also be sent to each member.
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SECTION 2 - THE SYSTEM
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It is important that the Company and its Brokers conduct their operations in as nearly a uniform and distinctive manner as is reasonably possible, thereby allowing the ITEX Corporation to enjoy a public image and reputation in excess of that which any single Broker or the Company could alone establish. Uniformity and distinctiveness in methods of operation, customer service, and advertising are all of particular importance. The Association will advise the Company in maintaining, refining and developing this distinctive and uniform system of barter.
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SECTION 3 - AUTHORITY
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Although the Company has ultimate authority for the barter system as developed, the Association will advise and assist the Company in the development, testing and introduction of new methods and procedures for promoting and conducting barter within the ITEX system.
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SECTION 4 - FEES
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It is not the purpose of the Association to make decisions about fees charged to ITEX clients by the Company. Any such activity by the Association is improper.
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SECTION 5 - ADVISORY CAPACITY
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Recommendations by the IBA to the Company are advisory only and do not bind the Company. The Company is the owner of the trademarks and systems and must ultimately have the authority and responsibility for all decisions affecting it.
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SECTION 6 - ARBITRATION
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The Ethics Committee shall provide arbitration to a Broker and the Company when a dispute arises between Brokers or the Company, and arbitration is reque
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