ylaws of ral ealth lorida he na e of the corporation shall be ral ealth lorida, hereinafter so eti es referred to as the Corporation Principal Office

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1 ylaws of ral ealth lorida CL a e he na e of the corporation shall be ral ealth lorida, hereinafter so eti es referred to as the Corporation CL Principal Office rincipal ffice he principal office and place of business of the Corporation in the tate of lorida shall be in the City of aint etersburg in the County of inellas, or at such other location as the oard of irectors ay fro ti e to ti e deter ine ther offices and places of business ay be established fro ti e to ti e by the oard of irectors ARTICLE III Purpose 3.01 The Corporation's charitable purpose is to promote and advocate for optional oral health and well-being of all persons in Florida. CL V oard of irectors General Powers 4.01 The affairs of the Corporation shall be directed by its Board of Directors, who shall jointly exercise all of the powers set forth in the Florida Not for Profit Corporation Act. Number and Term of Directors 4.02 The number of Directors of the Corporation may consist of no fewer than three nor more than nine members, and the term of office shall be for two years from the date of election with the exception of the initial Directors who may be elected to a one-year term. Directors may not serve more than three consecutive terms. Selection and Qualifications 4.03 The initial Directors shall be elected by a majority vote of a quorum of the Leadership Council. Subsequent Directors shall be elected by a majority vote of the members of the Corporation. The Board of Directors must include the Chair and Vice Chair and may, but need not, include the Secretary and any other officer of the Corporation as the Board of Directors shall determine. The Board of Directors will include such other members as may be selected primarily on the basis of their competence in governing and secondarily on the basis of other relevant skills and experience. Removal of Directors 4.04 Directors may remove themselves by resignation, effective upon presentation of a written statement of resignation to the Chair. A Director may be removed by a majority vote of a quorum of the Board of Directors (minus the Director in question) present at any regular or special meeting of the Board of Directors, whenever the Directors decide that the best interests of the Board shall be served thereby.

2 Absence of Directors 4.05 Removal from the Board of Directors shall occur automatically after a Director misses three consecutive business meetings of the Board of Directors. The Board of Directors may reinstate the Director by a majority vote of a quorum at the next business meeting. Regular Annual Meeting 4.06 There shall be a regular Annual Meeting of the Board of Directors and members of the Corporation. The exact time and place for such meeting shall be established by the Chair, giving at least ten days written notice of such meeting to each Director and member of the Corporation. Business Meeting 4.07 Board of Directors meetings will be held a minimum of six times each year. Meetings shall be scheduled by the Chair, with advance notification given to each member of at least one week. Meetings may be held by conference call or video conference. Notice of meetings, distribution of minutes of meetings and voting by Directors may be accomplished by , with votes ratified at the next business meeting. Action Without Meeting 4.08 Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the Directors. This consent shall have the same force and effect as a unanimous vote of the Directors. All communications under this Section 4.08 may be transmitted or received by the Directors by fax, text, or . Special Meetings 4.09 Special meetings of the Board of Directors may be called by, or at the request of, the Chair or any two Directors. Notice of any special meeting of the Board of Directors shall be given at least two days prior to such meeting. Committees of the Board 4.09 The Board from time to time may establish committees to assist the Board in accomplishing its role and functions. No such committee shall have the power or authority--- (a) to authorize any distributions within the meaning of the Florida Not for Profit Corporation Act;

3 (b) to elect, appoint, or re o e any irector; (c) to a end, restate, alter, or repeal the Articles of Incorportaion (d) to a end, alter, or repeal these or any other bylaws of the Corporation; (e) to appro e a plan or erger; (f) to appro e a sale, lease, exchange or other disposition of all, or substantially all, of the property of the Corporation, with or without goodwill; or (g) ta e any other action prohibited by law ll co ittees of the oard of irectors shall eep regular inutes of their respecti e transactions and shall report their actions to the oard of irectors at the eeting of the oard of irectors following such actions Quorum 4 a ority of the nu ber of the irectors fixed pursuant to rticle V, 4, shall constitute a uoru for the transaction of business at any eeting of the oard of irectors f fewer than such a a ority is present at a eeting, a a ority of the irectors present ay ad ourn the eeting fro ti e to ti e without further notice n the e ent a irector ta es a lea e of absence fro oard of irector duties, and such lea e is appro ed by the oard of irectors, a uoru shall be a a ority of the then acti e irectors Manner of Acting 4 he acts of the irectors present at the eeting at which a uoru is present shall be the act of the entire oard of irectors, spea ing with one oice. Acts will be governed by the Corporation's Operating Principles. Vacancies 4 ny acancy occurring on the oard of irectors will be filled by an election by the members of the Corporation irector elected to fill a acancy will ser e a full two-year ter as though no acancy had existed CL fficers 5 he fficers of the Corporation shall be the Chair, ice Chair, and ecretary Selection, Qualification, and Term of Office 5 ach officer candidate shall be no inated by the oard o inating Co ittee, in consultation with the oard of irectors, and elected annually by the members of the Corporation ew officers will assu e their duties at the next scheduled Board meeting.

4 fficers ay ser e up to three consecuti e ter s of office acancies ay be filled or new offices created by vote of the members of the Corporation ach officer shall hold office until his her successor has been no inated and duly elected Resignation and Removal of Officers 5 ny officer ay resign at any ti e by gi ing written notice to the oard of irectors ny such resignation shall ta e effect at the ti e specified therein, and unless noted otherwise the acceptance of such resignation shall not be necessary to a e it effecti e ny officer ay be re o ed whene er the members of the Corporation decide by a a ority ote that the best interests of the Corporation shall be ser ed thereby Board Chair 5 he Chair shall,when present, preside at all eetings of the oard of irectors n general, the Chair shall further perfor all duties as ay be prescribed by the oard of irectors fro ti e to ti e Vice Chair 5 n the absence of the Chair, or in the e ent of the Chair s inability or refusal to act, the ice Chair shall perfor the duties of the Chair, and when so acting shall ha e all of the powers of, and be sub ect to all the restrictions upon the Chair Secretary 5 he ecretary shall assure that inutes of the oard of irectors are accurate, are distributed to all Directors and properly archi ed, see that all notices are duly gi en in accordance with the pro isions of these ylaws, or as re uired by law; be custodian of the organi ation records, and in general perfor all duties incident to the office of ecretary and such other duties as fro ti e to ti e ay be assigned to the ecretary by the Chair or by the oard of irectors Managing Director 5 he Managing irector shall be contracted as the managing officer of t e or oration and shall anage, sub ect to the super ision of the oard of irectors, the a to a a airs o t e or oration e Managing Director s a e t e o icia re resentati e o t e or oration in its re ations it ot er organi ations cor orations associations go ernmenta nits an t e ic in genera e Managing Director s a er orm a ties as ma e rescri e or roscri e t e oar o Directors rom time to time CL VI e bership M 6 he oard of irectors shall ha e the authority to adopt rules and policies as to e bers of the Corporation e bers, as defined by the oard of irectors, are not oting e bers within the eaning of the lorida ot for rofit Corporation ct

5 CL I Contracts, Chec s and eposits Contracts 7 he oard of irectors ay authori e any officer or officers, agent or agents, of the Corporation to enter into any contract or execute and deli er any instru ent in the na e of and on behalf of the Corporation uch authority ay be general or confined to specific instances Checks, Drafts, Notes, Etc. 7 ll chec s, drafts or other orders for the pay ent of oney, notes or other e idences of indebtedness issued in the na e of the Corporation shall be signed by such officer or officers, agent or agents, or the Corporation and in such anner as shall fro ti e to ti e be deter ined by resolution of the oard of irectors Deposits 7 ll funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Gifts 7 he oard of irectors ay accept on behalf of the Corporation any contribution, gift, be uest or de ise for the general purposes or for any special purpose of the Corporation CL I end ents Amendments 8 pon written notification of all proposed changes thirty days prior to the next regular business eeting of the oard of irectors, all or any portion of these ylaws ay be odified, a ended or repealed and new ylaws ay be adopted by a a ority ote of the irectors present at a scheduled eeting at which a uoru has been established, pro ided the a end ent would not dis ualify the Corporation for ederal inco e tax exe ption under section (c)( )of the nternal e enue Code CL IX nde nification of Certain ersons Indemnification 9.01 he Corporation shall inde nify, to the fullest extent per itted by applicable law in effect fro ti e to ti e, any person, and the estate and personal representati e of any such person, against all liability and expense (including attorneys fees incurred by reason of the fact that the person is or was a director officer, e ployee, fiduciary or agent of the Corporation or, while ser ing as a director, officer, e ployee, fiduciary, or agent of the Corporation, such person is or was ser ing at the re uest of the Corporation as a director, officer, partner trustee, e ployee, fiduciary, or agent of, or in any si ilar

6 anagerial or fiduciary position of, another do estic or foreign corporation or other indi idual or entity or of an e ployee benefit plan Insurances CL ro ision of nsurances 10.1 y action of the oard of irectors notwithstanding any interest of the irectors in the action, the Corporation shall purchase and aintain insurance, in such scope and a ounts as the oard of irectors dee s appropriate, on behalf of any person who is or was a director officer, e ployee, fiduciary or agent of the Corporation, or who, while a director, officer, e ployee, fiduciary or agent of any other foreign or do estic corporation or of any partnership, oint enture, trust, other enterprise or e ployee benefit plan, against any liability asserted against or incurred by, hi or her in any such capacity arising out of his or her status as such whether or not the Corporation would ha e the power to inde nify hi or her against such liability under the pro isions of rticle IX or applicable law CL I L Dissolution 11.1 pon any li uidation, dissolution, or winding up of the Corporation, the oard of irectors shall, after paying or ade uately pro iding for the pay ent of all the obligations and liabilities of the Corporation, dispose of all the assets owned by the Corporation by transferring such assets exclusi ely to or for the benefit of such organi ation or organi ations as shall at the ti e ualify under ection (C)(3)of the nternal e enue Code, as the oard of irectors shall deter ine ny of such assets not so disposed of shall be disposed of by a court of co petent urisdiction exclusi ely for such exe pt purposes or to such organi ation or organi ations which are organi ed and operated exclusi ely for such exe pt purposes, as such court shall deter ine Approved: