BE IT RESOLVED by the Board of Directors of SUN DOME, Inc. that the By-laws of SUN ARTICLE I MEMBERSHIP

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1 RESOLUTION BE IT RESOLVED by the Board of Directors of SUN DOME, Inc. that the By-laws of SUN DOME, Inc. are amended and restated to read as follows: ARTICLE I MEMBERSHIP Section 1.1 Classes of Membership. The Corporation shall have two (2) classes of members, "voting" and "non-voting." Section 1.2 Voting Members. The Corporation's Board of Directors shall be the sole voting members of the Corporation and shall become members as provided by the Corporation's Articles of Incorporation and these By-laws. Section 1.3 Non-Voting Members. Non-Voting members shall become members of the Corporation in one of the following ways: A. An individual may be selected for membership by the President of the University and shall be deemed a member at the time the Corporation's president receives from the University President written notice of such selection. B. The Board of Directors may elect an individual to membership and such individual shall be deemed a member at the time the Corporation's president receives the University President's written notice of approval of such election to membership. Section 1.4 Membership Non-transferable. Membership status is non-transferable and automatically ceases upon the death of the member. Section 1.5 Meetings of Members. A. Annual Meeting. The Annual Meeting of the Corporation shall be held in the month of October of each calendar year. 1

2 B Special Meeting of Members. Special meetings of the members may be held at any time on a call issued by either the Chair of the Board of Directors or the president of the Corporation or on the order of the Board of Directors. C. Place of Meetings of Members. All meetings of the members shall be held within Hillsborough County, Florida, and shall always be held at the time and place fixed in the call for such meeting or in any resolution adjourning the same. If no other place is designated in the resolution adjourning such meeting, the adjourned meeting shall be held at the place designated in the call for the meeting. D. Quorum. A majority of the members of the Corporation shall constitute a quorum at any meeting. E. Notice of Meeting of Members. Notice of all meetings of members shall be signed by the Corporation's president, a vice president, if any, its secretary, or such other corporate officer or persons as may be designated by the Corporation s president or the Board of Directors in calling the meeting. A copy of such notice shall be sent by electronic mail or U. S. mail to the registered post office address, if any, and if none, to the last known business or residence address of each member not less than fifteen work days before the meeting, and if the call be for an annual meeting, the notice shall so state, but if for a special meeting, the question or questions to be considered, so far as then known, shall be stated. F. Organization. Meetings of the members shall be presided over by the president, or if the president is not present, by a vice president, if a vice president has been elected, or if neither the president or vice president is present, then by a chairperson to be chosen by a majority of the members entitled to vote who are present in person at the meeting. The secretary of the corporation, or in the secretary's absence, assistant secretary, shall act as secretary of every meeting, but if neither is present, the members entitled to vote who are present in person shall choose any person present to act as secretary of the meeting. At all meetings of the members, the order of business shall be as follows: 2

3 1. Calling meeting to order. 2. Proof of notice of meeting and determination of quorum. 3. Approval of minutes of previous meeting. 4. Reports of officers. 5. Reports of committees. 6. Unfinished business. 7 New business, including election of directors, if an annual meeting. 8. Adjournment G. Voting. Every voting member shall be entitled to one vote at each members' meeting and upon each proposal or resolution presented at such meeting. H. Proxies. A voting member may be represented at any meeting by proxy, which proxy shall be in writing and may be revoked at any time by notice to that effect by the member in person at the meeting. I. Matters Which May be Considered. Any question may be considered and acted upon at an annual meeting, but no question not stated in the call for a special meeting shall be acted upon thereat except by the written consent of eighty percent (80%) of the members, which consent shall be filed in the records of the Corporation. Section 1.6 Consent to Action Without Properly Called Meeting. When four-fifths (4/5) of the members shall be present in person at a meeting and shall sign a written consent thereto on the record thereof, all the acts of such meeting shall be binding regardless of the manner in which the meeting is called. ARTICLE II BOARD OF DIRECTORS Section 2.1 General Powers. Subject to the laws of the State of Florida and to the 3

4 provisions of the Articles of Incorporation of the Corporation and these By-laws, the affairs of the Corporation, including the prescribing of the duties, powers and compensation of all officers, shall be managed by its Board of Directors. Section 2.2 Qualification of Directors. Directors shall be natural people of the age of 18 years or over, but need not be residents of Florida. Section 2.3 Number. The Board of Directors shall be comprised of not less than three (3) persons, but may be any number in excess thereof. Any non-member of the Board of Directors appointed to serve as either the Corporation's president, secretary, or treasurer shall be deemed a member of the Board of Directors while so serving as such officer. Section 2.4 Appointment. At least thirty (30) days prior to the annual meeting of members, the Corporation's secretary shall deliver a written request to the University President requesting that appointments for the upcoming year's Board of Directors be made. The University President shall then deliver to the Corporation's president a complete list of all such appointments. At the annual meeting of members, the Corporation's president shall announce the new Board of Directors, and said appointments shall be entered into the minutes by the Corporation's secretary. Section 2.5 Resignation or Removal. At any time the University President, with or without cause, may remove any director or directors, with the exception of the director appointed by the University of South Florida Board of Trustees, who shall only be removed by the Chair of the University of South Florida Board of Trustees. Any director who shall be absent from three (3) consecutive regular meetings of the Board, unless excused by the Corporation's president, shall be automatically deemed removed as a director. The vacancy or vacancies created by such removals or by resignation of a director shall be filled by appointment by the University President within twenty (20) days of such resignation or removal. Section 2.6 Term of Office. All directors chosen to succeed those whose terms expire shall be appointed, subject to these By-laws, for a term of office to expire at the next annual meeting of members, after the announcement of their appointment. 4

5 Section 2.7 Meetings. A. In General. The Board of Directors of the Corporation shall hold meetings, whether regular or special, within Hillsborough County, Florida. B. Annual Meeting; Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held without call or formal notice immediately following, and at the same place as, the annual meeting of the members. The Board of Directors may by resolution provide for the time and place of other regular meetings, and no notice of such regular meetings need be given. C. Special Meetings. All other meetings of the Board may be called by the Corporation's president, on his/her own motion, or shall be called by the Corporation's president or secretary on the written request of a majority of the directors at such time and place as may be determined by the Corporation's president. Section 2.8 Notice of Special Meetings. Notice of the place, day and hour of any special meeting of the Board of Directors shall be given by or under direction of the Secretary, to each director at least ten (10) days before the meeting if by mail or at least forty-eight (48) hours before the meeting if by person, telephone or electronic mail. Except as provided in Section 9.1, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors, need be stated in the notice or waiver of notice of such meeting. Any director may waive notice and may ratify the action taken at any meeting by signing or assenting to the minutes thereof. Section 2.9 Quorum and Voting. At all meetings of the Board, a majority of the directors then in office shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time and place to place, until a quorum shall have been obtained. The act of a majority of directors present at a meeting where a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or these By-laws of the Corporation. 5

6 Section 2.10 Organization. The Board of Directors shall elect a Chair of the Board of Directors from among its members. The Chair of the Board shall preside at all meetings of the Board. The secretary of the Corporation shall serve as secretary. Section 2.11 A. Board of Directors. The affairs of the Corporation shall be managed by the Board of Directors who shall serve without compensation. The Board of Directors shall consist of not less than three (3) persons but may be any number in excess thereof. Directors shall serve a term of one (1) year and may be reappointed. The Directors shall be appointed by the President of the University and shall include those individuals deemed by the President to provide the experience and expertise needed to capably guide the affairs of the Corporation. This group may include: (a) (b) One individual holding a degree from the University of South Florida Two individuals enrolled as full-time degree seeking students of the University of South Florida B. Executive Committee. 1. Composition. The Board of Directors may by resolution designate the officers of the Corporation and one student, if no student is an officer of the Corporation, to constitute an Executive Committee. 2. Action and Powers of Executive Committee. a. A majority of the members of the Executive Committee may determine its action and fix the time and place of its meetings. b. The Executive Committee shall have and may exercise all power of the Board of Directors between meetings of said Board except the power to: (1) fill vacancies in the membership of said committee; (2) amend either the Articles of Incorporation or the By-laws of the Corporation; 6

7 (3) adopt a plan of merger, consolidation, recapitalization or other form of organization; (4) sell, lease, exchange or otherwise dispose of all or substantially all of the property and assets of the Corporation; or (5) adopt a plan of voluntary dissolution of the Corporation. C. Facility Advisory Committee. The Board of Directors may appoint an Advisory Committee to the Executive Director of the facility. Such committee shall advise and consult with the Executive Director of the facility as to the selection of events to be held in the facility and as to facility operating procedures. If the Board of Directors determines to appoint such a committee, the powers of which shall be solely advisory, the majority of such committee shall be University students or alumni of the University. Unless otherwise determined by the Board of Directors, the Executive Director of the facility shall serve as Chair of any Advisory Committee appointed by the Board of Directors. D. Other Committees. The Board may from time to time appoint such other committees and delegate such duties and powers thereto as it may deem advisable, provided that a delegation of power to such other committees shall not include any of the powers listed in Section 2.11(2)(b) of this Article. Each other committee shall elect its own Chair unless a Chair has been designated by the Board of Directors and may hold regular meetings without notice. Special committee meetings may be called by the Chair or by the Board and notice of any special meeting shall be given in the manner provided hereinabove for notice of special meetings of the Board of Directors. A majority of the committee members shall constitute a quorum. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. Section 2.12 Compensation. Directors shall not receive any salary for their services as directors or as members of committees, but by resolution of the Board reimbursement of 7

8 expenses of attendance may be allowed in connection with attendance at any meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation for such services. Section 2.13 Attendance by Telephone. Any member or members of the Board of Directors, the Executive Committee, if any, or any other committee of the Board shall be deemed present and voting at a meeting of such Board or committee if said member or members participate in the meeting by means of a conference telephone or similar communications equipment or device enabling all persons participating in the meeting to hear each other. Section 2.14 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or the Executive Committee thereof, may be taken without a meeting if written consent to the action signed by all the members of the Board or of the Executive Committee, as the case may be, is filed with the minutes of the proceedings of the Board or Executive Committee prior to the taking of such action. ARTICLE III OFFICERS Section 3.1 Officers. The Corporation shall have a president, a treasurer, a secretary and such other officers or assistant officers, including a vice president or vice presidents, as may be elected by the Board of Directors. The president shall be elected by the Board of Directors of the Corporation upon recommendation and approval of the University President and shall report to the Vice President, University Advancement. The same person may hold any two offices, except that the same person shall not be president and secretary. Officers shall be chosen the members of the Board of Directors and shall serve for one (1) year or until a successor is elected. Section 3.2 President. The Corporation's president shall be its chief executive officer, shall have responsibility for general supervision and direction of the affairs of the corporation, subject to these By-laws and to the direction of the Board of Directors. 8

9 While actively engaged in conducting the affairs of the Corporation, the Corporation's president shall be charged with all the responsibility and possess all the authority customarily performed and exercised by a chief executive officer of a corporation organized under the laws of Florida. Section 3.3 Vice President. The vice president shall perform such duties as are prescribed by the Board of Directors or the Corporation's president. In the event of the absence or inability to serve by the Corporation's president, the vice president, if there is one, shall act in the place of the Corporation's president. Section 3.4 Treasurer. The treasurer shall be responsible for the safekeeping of the funds and securities of the Corporation and for the proper accounting thereof. The treasurer shall exercise general supervision over the receipts and disbursement of funds and shall be responsible for the preparation of financial reports and the filing of tax and information returns and other reports required by law. At the discretion of the Board of Directors, the treasurer shall give bond made by a duly authorized surety company in such sum as may be fixed by the Board of Directors, conditioned for the proper accounting for all moneys and property coming into the treasurer's hands by virtue of the office. The premium on such bond shall be paid by the Corporation. Section 3.5 Secretary. The secretary shall keep the minutes of all meetings of the members, the Board of Directors, and any committees established by the Board of Directors. In addition, the secretary shall keep the seal of the Corporation, and affix and attest the same upon any instrument executed by the Corporation and requiring the seal; provided, however, all other officers may affix the corporate seal, and their action will be binding upon the Corporation. Section 3.6 Other Duties and Authorities. In addition to the duties enumerated herein, the officers shall have such duties and authorities as may be conferred on them by the Board of Directors or the Corporation's president. 9

10 Section 3.7 Removal. With the concurrence of the University President, the Board of Directors may remove any officer, at any time, with or without cause. Section 3.8 Delegation of Duties. In the case of the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by a majority of the Board of Directors, the Board of Directors may delegate that officer's respective powers and duties to any other officer or to any director for a specified period or until said delegation is revoked by the Board of Directors. Section 3.9 Vacancy. The Board of Directors shall fill any vacancy in office caused by death, resignation or removal. ARTICLE IV NOTICES Section 4.1 Recording. Whenever these By-laws require notice to be given directors, members or committee members, proof of such notice whether given by mail, by telephone, by electronic mail, or by personal contact shall be recorded and filed by the secretary in the minute book, and incorporated into the minutes of the meeting to which such notice pertains. Section 4.2 Waiver. Whenever any notice of a meeting is required to be given under the provisions of the laws of the State of Florida, of the Articles of Incorporation, or of these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, either before, at or after the meeting, shall be deemed equivalent to such required notice. Attendance of a person entitled to notice at a meeting shall also constitute a waiver of notice of such meeting; provided, however, that such attendance shall not constitute such a waiver if said person attends said meeting solely for the purpose of, and limits any participation at the meeting to, objecting to the transaction of any business because the meeting is not lawfully called or convened and states such objection at the beginning of the meeting. 10

11 ARTICLE V RESIGNATIONS Section 5.1 Resignations. Any director, member of a committee or officer may resign at any time. Such resignations shall be made in writing, and shall take effect upon acceptance by the Corporation's president or the Board of Directors. ARTICLE VI VACANCIES Section 6.1 Vacancies. A person appointed to fill any vacancy shall hold the respective office or position for the unexpired term and until a successor shall be duly elected or appointed. ARTICLE VII DEPOSITORIES, SIGNATURES AND SEAL Section 7.1 Depositories. All funds of the corporation shall be deposited in the name of the Corporation in such bank, banks or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate. Section 7.2 Contracts and Deeds. After being first approved by the University President as otherwise required by the Articles of Incorporation, all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments shall be signed on behalf of the Corporation by the Corporation's president or by such other officer, agent or agents as the Board of Directors may from time to time by resolution provide. Section 7.3 Official Seal. The corporate seal of the Corporation shall consist of two concentric circles containing words and figures as shown by the impression on the margin opposite this section. When the seal is affixed to a document, the signature of the secretary or an assistant secretary shall attest the seal. The seal and its attestation may be lithographed or 11

12 otherwise printed on any document and shall have, to the extent permitted by law, the same force and effect as if it had been affixed and attested manually. ARTICLE VIII FISCAL YEAR and AUDIT Section 8.1 Fiscal Year. The fiscal.year.of.the.corporation shall be July 1 through June 30. Section 8.2 Annual Audit. At the close of each fiscal year, the Executive Committee shall select an independent certified public accountant to perform an annual audit of all accounts of the Corporation. The annual audit shall be performed in accordance with the Generally Accepted Auditing Standards and Government Auditing Standards issued by the Comptroller General of the United States, and submitted within 180 days following the end of the fiscal year to the University of South Florida Office of Budget and Policy Analysis. A management response letter will be included, if appropriate. ARTICLE IX AMENDMENTS Section 9.1 Amendments. With the written approval of the University President, these By-laws may be amended or repealed by the affirmative vote of a majority of the Board of Directors present at any lawful annual meeting of the Board, without previous notice, or by a majority vote of directors present at any special meeting of the Board if previous notice thereof has been given in the call for the meeting. Amendments to these Bylaws shall only be effective upon the approval of the University of South Florida Board of Trustees. ARTICLE X INDEMNIFICATION Section 10.1 Indemnification. Any persons who have been or are parties to or are 12

13 threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including by or in the right of the Corporation) by reason of the fact that they are or were a director, officer, employee or agent of the Corporation, or are or were serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified, to the maximum extent permitted by and in the manner provided by the laws of the State of Florida, by the Corporation against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding if they acted in good faith in a manner they reasonably believed to be in, or not opposed to, the best interest of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The Corporation shall not, however, indemnify any directors, officers or employees with respect to matters as to which they shall be finally adjudged in any such action, suit or proceeding to have been derelict in the performance of their duty as such director, officer or employee or guilty of fraud or material misrepresentation to the Corporation, its Board of Directors, its members, or to any other person, nor in respect of any matter on which any settlement or compromise is effected, which shall have substantially exceeded the expense which might have reasonably been incurred by such director, officer or employee in conducting such litigation to final conclusion. The foregoing right to indemnification shall not be conclusive of other rights to which any director, officer or employee may be entitled as a matter of law. ARTICLE XI OFFICES Section 11.1 Principal Office. The principal office of the Corporation shall be established and maintained in Hillsborough County, Florida. Section 11.2 Resident Agent for Service of Process. The Corporation's Board of Directors shall have the right to delegate a resident agent for service of process, who may be an 13

14 individual or a corporation. The resident agent so designated shall serve until the Board of Directors elects a successor. ARTICLE XII CORPORATE RECORDS Section 12.1 Minutes, Books and Records of Account. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and committees of directors. Not later than two (2) months and fifteen (15) days after the close of the Corporation's fiscal year, and in any case prior to the annual meeting of members, the Corporation shall cause to be prepared and delivered: A. To the President of the University: 1. A balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its most recent fiscal year; and 2. An income and expense statement showing the results of its operations during its most recent fiscal year. B. To the University of South Florida Board of Trustees: 1. The budget and all expenditure plans of the Corporation; 2. The annual audit; 3. IRS Form 990. C. Not less than quarterly, the Corporation shall cause to be prepared and delivered to the President of the University: 1. the budget and all expenditure plans of the Corporation. ARTICLE XIII AUTHORITY OF UNIVERSITY PRESIDENT Section 13.1 Powers and Duties. The powers and duties of the University president shall be as follows: 14

15 1. Monitor and control the use of University resources by the Corporation. 2. Control the use of the University name by the Corporation. 3. Monitor compliance of the Corporation with state and federal laws and rules of the University of South Florida Board of Trustees. 4. Recommend to the University of South Florida Board of Trustees an annual budget, pursuant to Article XIV. 5. Review and approve expenditure plans at least quarterly, pursuant to Article XIV. 6. Approve salary supplements and other compensation or benefits paid to University faculty and staff from Corporation assets; and salaries, benefits, and other compensation paid to employees of the Corporation, consistent with University of South Florida Board of Trustees policies. The University President may designate an individual who shall be a vice president of the University or other senior officer of the University reporting directly to the President to serve in this capacity. 7. Approve contribution of funds or supplements to support intercollegiate athletics. Section 13.2 Employees. No person shall be considered an employee of the State of Florida solely by virtue of their employment by the Corporation. Section 13.3 Corporate Operations. The Corporation shall observe and operate pursuant to statutes, rules and Chancellor's directives or standard practices relating to directsupport organizations. ARTICLE XIV BUDGET Section 14.1 Operating Budget. The Corporation will create an annual operating budget that will be approved by the governing board. The operating budget will be submitted to the University president for approval by the Board of Trustees within sixty (60) days following the first day of the fiscal year to which the budget pertains. Section 14.2 Quarterly Expenditure Report. The Corporation will create a quarterly 15

16 expenditure report which will be reviewed and approved by the University president or by the Vice President for Budgets, Human Resources, and Information Technology. ARTICLE XV ACCESS TO BOARD AND CORPORATE RECORDS Section 15.1 Public Records Policy. A statement of the Corporation s access to public records policy is attached hereto and incorporated herein. 16