SBMC BY-LAWS ARTICLE I.

SBMC BY-LAWS ARTICLE I. Name Section 1. The trade name of this corporation shall be "SOUTHSIDE BUSINESS MEN'S CLUB" after compliance with Florida Statute 865.09 (Fictitious Name Statute Section) ARTICLE II. - Object-Purpose Section 1. The object of this organization is to promote the material, civic and social improvement and betterment of Duval County, in general, and specifically to promote the welfare and advancement of the Southside of Jacksonville as set forth in Article II of the Articles of Incorporation, as amended. ARTICLE III. Membership Section 1. Individual Membership: Any person 21 years of age or over who meets the requirements of Article III, Section 4 shall be eligible for membership in this organization. Individual Membership is non-transferable. Section 2. Business Membership: Businesses by their representatives who are at least 21 years of age who meet the requirements of Article III, Section 4 shall be eligible for business membership. The Business must designate in writing a representative and may designate an alternative representative. The business may redesignate the representative or alternate representative at any time.. The alternate member designee may attend regular meetings, engage in Club activities and solicit business in accordance with the By-Laws, but shall have no voting privileges and may not serve on the Board or as an officer until such time as they become the Primary member. All Primary and Alternate Business Membership Applicants must first be approved by the Board of Governors, oriented and inducted in the same method as an Individual member. Changes will be subject to a nominal transfer fee as defined and established by the Board Of Governors. Any representative who separates from the business membership shall have 45 days in which to rejoin the Club and shall enjoy the rights and privileges of an Individual member. Section 3. Honorary Membership: The Board may bestow Honorary Membership to any person. Honorary Members will have their dues waived for their lifetime. Honorary members shall be entitled to all the privileges of Individual Membership. Section 4. Applications for membership shall be made in writing, giving the name and address of the applicant and stating whether he/she is; either a property owner of Duval County on the Southside of the St. Johns River (Southside) or resides in the Southside or provides goods or services from/to the Southside. Section 5. Applications for membership shall be submitted to the Board that shall decide by majority whether to accept the applicant into membership. ARTICLE IV. - Board of Governors Section 1. A Board of Governors consisting of ten (10) elected Board members and nine (9) ex-officio members who are the ) eight (8) elected officers of the Club and the immediate past President shall have general supervision over the business affairs of the Club. They shall select one of their number as Chairman at the first meeting of the year by a majority vote of the members present and voting. Should any election for Chairman of the Board result in a tie, the immediate past Chairman of the Board will vote to break the tie. 1

The Chairman shall serve for a period of one year. In the absence of the elected Chairman, the highestranking Club officer shall temporarily act as Chairman. The Chairman may vote only to break a tie. The Board shall arrange for a place of meeting for the Club and the price to be paid for the Club luncheons, and shall consider and transact all other matters that may be referred to them by the Club. All budgeted items must be approved for payment by a majority of Board members. Expenditures not included in the Club's budget shall not be disbursed without Board approval, two-thirds vote required. Section 2. Members of the Board shall be elected for terms of office as follows: Each year, three members will be elected to serve for three years and one to serve for one year. Ex-officio members of the Board will serve one year corresponding with their elected office. Once a Board member has been elected to a three-year term or to fill a vacancy in a three-year term, he/she cannot be re-elected for a period of one year. Section 3. The Board shall meet on the second Wednesday of each month at a time and place specified by the Chairman of the Board. The Chairman may call special meetings of the Board by announcing at a regular meeting of the Club the specific nature of the business to be transacted at the special board meeting. The Chairman must call a special meeting of the Board when petitioned in writing by five (5) or more members of the Board. Emergency electronic actions may be called only by the Chairman of the Board pursuant to Florida Not For Profit Corporations Act, as amended and shall be approved by unanimous consent. Section 4. Ten members shall constitute a quorum for the transaction of business but a lesser number may vote to adjourn the meeting to a later date. ARTICLE V. Officers Section 1. The officers of the Club shall be as follows: President, First Vice-President, Second Vice- President, Third Vice-president, Fourth Vice-President, Treasurer and Sergeant-at-Arms. All officers except members of the Board of Governors, will hold office for a period of one year or until their successors are duly elected and assume their duties. Section 2. The President shall preside at all regular meetings of the membership and be a voting member on all committees and the Board of Governors. He/She shall administer the general operation of the Club under the direction of the Board of Governors. He/She shall carry out all duties and responsibilities as may be prescribed by the Constitution and By-Laws of the Club. Section 3. Vice-Presidents: (A) First Vice-President: It shall be the duty of the First Vice-President to perform duties of the President in the event of the latter's temporary absence or inability to act and to exercise general supervision over the committees and areas of responsibility assigned to him/her by the President. (B) Second Vice-President: It shall be the duty of the Second Vice-President to perform the duties of the President in the event of the temporary inability to act or absence of the President and the First Vice-President and to exercise general supervision over the committees and areas of responsibility assigned to him/her by the President. (C) Third Vice-President: It shall be the duty of the Third Vice-President to perform the duties of the President in the event of the temporary inability to act or absence of the President and the First Vice-President, and the Second Vice-President and to exercise general supervision over the committees and areas of responsibility assigned to him/her by the President. 2

(D) Fourth Vice-President: It shall be the duty of the Fourth Vice-President to perform the duties of the President in the event of the temporary inability to act or absence of the President, the First Vice-President, the Second Vice President and the Third Vice-President and to exercise general supervision over the committees and areas of responsibility assigned to him/her by the President. Section 4. Secretary (A) The Fourth Vice President will also be the Secretary to the Club. The Secretary shall have custody and maintain all the corporate records including byfinancial records and shall record the minutes of the membership and the Board of Governors and shall cause all notices of meetings to be disseminated. (B) The Sergeant-at-Arms shall also be the Assistant Secretary to serve in the absence of the Secretary. Section 5. Treasurer: The Treasurer shall be responsible to the Board for the custody of the Club's funds and other assets and for the accurate recording of its receipts and disbursements. He/She shall provide the Board with monthly financial statements composed of the Club's assets, liability, revenues and expenses. He/She shall be a signer on the Club checks, shall handle all financial matters pertaining to the Club and shall serve on the Finance Committee. Section 6. Sergeant-at-Arms: It shall be the duty of the Sergeant-at-Arms to see to the quiet, orderly and efficient conduct of the weekly meetings and to exercise general supervision over the committees and areas of responsibility assigned to him/her by the President. ARTICLE VI. Elections Section 1. A Nominating Committee named by the Chairman of The Board of Governors and approved by the Board of Governors shall nominate candidates for each office at a regular meeting held before the Annual Meeting. Additional nominations from the floor shall be permitted only at the regular meeting held two weeks before the annual meeting, and all nominees shall be published in the Club bulletin issued after nomination and prior to the election. The nominating committee shall include the immediate past president, one additional past president and three members, none of whom may be past presidents. Section 2. At each Annual Meeting, the Officers of the Club shall be elected by a majority vote of the members present at the time of the election. Any vacancy occurring in an office may be filled at any regular meeting following notice of the election at the preceding regular meeting and in the Club bulletin issued prior to the election. In the event of any vacancy during the year the Board shall determine the procedure for filling that vacancy. Section 3. A Board member with an unexpired term is required to relinquish the balance of his/her unexpired term if he/she is elected as an Officer thereby becoming an ex-officio member of the Board. He/She is eligible for re-election to the Board when he/she is no longer an Officer. The vacated Board seat shall be filled for the balance of the unexpired term by nomination and election at the next meeting following the officer's election. Notice of this election to fill a vacancy shall be in the Club bulletin prior to the election. Section 4. Should a sitting board member with an unexpired term be nominated to fill an office, an election for replacement may occur simultaneously. ARTICLE VII. - Removal of Officers, Board Members or Club Members Section 1. Grounds: Any Board member, officer or member may be removed from office and/or membership 3

as a result of his/her failure to fulfill the duties of his/her office or membership or for conduct found to be detrimental to the best interests of the organization. Section 2. Procedure for Removal: A petition stating the charges against an Officer, Board member or Club member shall be filed with the Board of Governors, signed by three members of the Board of Governors. A copy of the charges shall be mailed to each member of the Board at least ten days before the question of removal is to be placed on the Board Agenda. Petitioners will present their case and the accused may be heard if he/she so desires. No removal proceeding shall be based more than once on the same evidence. Section 3. Voting shall be by secret written ballot. A three-fourths vote of the Board members in attendance with a quorum as provided by Article IV, Section 4 shall be required to remove an Officer, Board member or Club member from office or membership. ARTICLE VIII. Committees Section 1. Finance Committee: The Chairman of the Board of Governors will appoint at least three members to serve on the Finance Committee along with the Treasurer and President. 2/3 of appointed individuals must have legal or financial backgrounds. The President shall appoint one of the members to be Chairman. This committee will meet at least once every three months to consider the financial affairs of the Club and shall make a financial report at the following regular meeting of the Board. Section 2. Budget Committee: A Budget Committee composed of the incoming Officers and outgoing President will prepare a proposed budget to present to the Board of Governors for approval at the January Board meeting for the next administrative year. The incoming President will serve as Chairman. Section 3. Long Range Planning Committee: A Long Range Planning Committee composed of Six (6) Club members shall meet not less frequently than quarterly on projects being undertaken by the Club or any matter in pursuit of the Clubs stated purpose and shall make recommendations to the Board. Each year, the president shall appoint two new members to serve for a three year term. Vacancies in the Long Range Planning Committee shall be filled by appointment by the President for the balance of the vacated term. Section 4. Scholarship Committee: A Scholarship Committee composed of at least five (5) Club members appointed by the President shall meet as needed to review scholarship requests and recommend scholarship recipients to the Board of Governors in accordance with the Policies of the Committee. The Chairman of the Finance Committee shall serve as a member of the Scholarship Committee. Section 5. Past Presidents Committee: A Past Presidents Committee composed of all Past Presidents shall serve as an advisory group to the current President when asked. Meetings will be held twice a year or when the Chairman deems it necessary to do so. The Chairman and Co-Chairman shall be selected by the majority of members attending the first annual meeting. ARTICLE IX. Dues Section 1. The annual dues shall be determined by the Board of Governors.. Business Membership may require an additional initiation fee when membership is transferred as defined by the Annual Statement of Policy. No assessment for any special purposes shall be allowed. Section 2. For all members inducted after October 1, 2000, membership dues will be due on the anniversary date of the member's induction date. For members inducted prior to October 1, 2000, dues will be due January 1 each year. Members whose dues remain unpaid 30 days after due date may be removed from membership. 4

ARTICLE X. Meetings Section 1. The annual meeting of the Club shall be held on the First Wednesday of December each year or at such first Wednesday thereafter if the Annual Meeting of the Club cannot be held the first Wednesday of December. Section 2. During the year, regular meetings shall be held on Wednesday of each week and special meetings may be held upon call of the President. In case a special meeting is called, the Secretary shall give notice thereof. The Board of Governors may cancel some regular weekly meetings due to conflict with holidays and special events. Business may be conducted and committee reports delivered at any meeting as the need arises. Section 3. There shall be no solicitation of funds or sale of tickets for events or raffles for any purpose whether charitable, civic or commercial from the floor during a regular club meeting, unless said solicitation is for a Club project duly authorized by the Board of Governors and specially granted permission to solicit funds or raise money at a regular club meeting. ARTICLE XI. Amendments Section 1. These By-Laws may be amended by the membership of this organization by the following procedure: (A) The proposed Change or Amendment of the By-Laws must be sent not less than ten (10) days nor more than thirty (30) days prior to the Board meeting at which the proposed change is to be introduced. All proposed By-Laws changes sent out to members of the Club must be first considered by the Board. (B) Should the Board approve the proposed changes, it shall be the duty of the President, at the expense of the Club, to notify the proposed change to the general membership, in accordance with this Article. (C) Should the Board not approve the proposed change, anyone wishing to present the proposed change to the general membership shall assume the responsibility of sending and notifying, including, but not limited to, the financial responsibility of so notifying, to the general membership in accordance with this article. (D) In order for the general membership to consider any change of these By-Laws, the proposed change and the position of the Board must be sent to the general membership within thirty (30) days after the Board meeting at which the proposed change was considered, and at least ten (10) days prior to but not more than thirty (30) days before the regular membership meeting at which it is to be introduced. The notification to the membership must specify the date of the membership meeting at which the proposed change is to be introduced. (E) These By-Laws may be repealed or amended by a vote of not less than two-thirds (2/3) of all Members of good standing present at any regular or special meeting, after notice sent to all Members at least thirty (30) days prior to the meeting indicating the intent to introduce such repeal or amendment. They may also be amended without previous notice on the unanimous vote of all Members present at any meeting, provided at least a majority of the Members are present. All amendments shall be published to the entire Membership immediately after adoption. 5

ARTICLE XII - Miscellaneous Section 1. Roberts Rules of Order, latest revision published, shall govern in case of any dispute due to absence of direction in the bylaws, Ethical Code of Conduct, Annual Statement of Policy and/or Investment Policy Statement. Section 2. Resolutions stating the Club's position on any matter shall first be approved by the Board and then by a two-thirds vote of the membership present and voting at a regular membership meeting. The Board is prohibited from making public the Board's position on any resolution stating the Club's position on any matter. Only the position of the Club membership on such matters may be made public. Section 3. Policies of the Club. The Board of Governors shall ratify an Ethical Code of Conduct, Annual Statement of Policy and Investment Policy Statement for this organization to govern its operation. Annual ratification of these items shall occur no later than by the second regular meeting of the Board. Policies of the Club are in effect until revisions have been unanimously ratified by the Board of Governors.. Policy action taken by the Board shall be the policy of the Club unless such action shall be overruled, altered, or rescinded by vote of the membership at a regular or special meeting. Section 4. Club Bulletin. The Club shall publish and send all members a weekly newsletter containing information about meetings of the Club, committee activities and other items of interest to Members. Section 5. Executive Personnel. The Board may engage executive personnel for the Club whose duties shall be administrative and for such other similar duties as may be required by the Club. The Executive Personnel shall work under the direct supervision of the President. Section 6. The Club checking account shall require two of the following four authorized signatures: Chairman of the Board, President, Treasurer, First Vice President or officer appointed by the board. Section 7. The Southside Business Men s Club and the Southside Business Men s Club Charities are affiliated corporations. 6