NON-PROFIT BYLAWS
OF
CTG RINCAO DO IMIGRANTE CORP
PREAMBLE
The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Florida and the Articles of
Incorporation of CTG RINCAO DO IMIGRANTE CORP. In the event of a direct conflict between the herein contained
provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Florida, said Non-Profit
Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws
and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.
ARTICLE 1 – NAME
The legal name of the Non-Profit Corporation/Organization shall be known as CTG RINCAO DO IMIGRANTE CORP, and
shall herein be referred to as the “Corporation/Organization.”
ARTICLE 2 – PURPOSE
The general purposes for which this Corporation/Organization has been established are as follows:
The purpose for which the Non-Profit Corporation is formed is set forth in the attached Articles of Incorporation
The Corporation/Organization is established within the meaning of IRS Publication 557 Section 501(c) (3) Organization of the
Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and
shall be operated exclusively for dissemination and maintenance of the gaucho’s culture.
In addition, this Corporation/Organization has been formed for the purpose of performing all things incidental to, or appropriate
in, the foregoing specific and primary purposes. However, the Corporation/Organization shall not, except to an insubstantial
degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.
The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit
organization by the laws of the State of Florida and as may be necessary or expedient for the administration of the affairs and
attainment of the purposes of the Corporation/Organization. At no time and in no event shall the Corporation/Organization
participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under
Section 501(c) of the Internal Revenue Code of 1986 (the “Code”).
ARTICLE 3 – OFFICES
The principal office of the Corporation/Organization shall be located at 5668 International Dr, Orlando, Florida 32819.
The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary, or
as the affairs of the Corporation/Organization may find a need for from time to time.
ARTICLE 4 – DEDICATION OF ASSETS
The properties and assets of the Corporation/Organization are irrevocably dedicated to and for non-profit purposes only. No
part of the net earnings, properties, or assets of this Corporation/Organization, on dissolution or otherwise, shall inure to the
benefit of any person or any member, director, or officer of this Corporation/Organization. On liquidation or dissolution, all
remaining properties and assets of the Corporation/Organization shall be distributed and paid over to an organization
dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code.
ARTICLE 5 – BOARD OF DIRECTORS
General Powers and Responsibilities
The Corporation/Organization shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers,
privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of
Florida. The Board shall establish policies and directives governing business and programs of the Corporation/Organization
and shall delegate to the Executive Director and Corporation/Organization staff, subject to the provisions of these Bylaws,
authority and responsibility to see that the policies and directives are appropriately followed.
Number and Qualifications
The Board shall have up to 10, but no fewer than 6, Board members. The number of Board members may be increased
beyond 10 members or decreased to less than 6 members by the affirmative vote of of the then serving Board of Directors. A
Board member need not be a resident of the State of Florida.
In addition to the regular membership of the Board, representative of such other organizations or individuals as the Board
may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligations, including
voting power, as the other directors.
Board Compensation
The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure
complies with Sections relating to “Contracts Involving Board Members and/or Officers” as stipulated under these Bylaws,
nothing in these Bylaws shall be construed to preclude any Board member from serving the Corporation/Organization in any
other capacity and receiving compensation for services rendered.
Board Elections
The Governance Committee shall present nomination for new and renewing Board members . Recommendations from the
Governance Committee shall be made known to the Board in writing before nominations are made and voted on. New and
renewing Board members shall be approved by of those Board members at a Board meeting at which a quorum is present.
Term of Board
All appointments to the Board shall be for a term of 2 year(s). No person shall serve more than 3 consecutive terms unless a
majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member
t o 6 additional year(s). No person shall serve more than 6 consecutive years. After serving the maximum total number of
consecutive years on the Board, a member may be eligible for reconsideration as a Board member after 2 years have passed
since the conclusion of such Board member’s service.
Vacancies
A vacancy on the Board of Directors may exist at the occurrence of the following conditions:
a) The death, resignation, or removal of any director;
b) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound
mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a
duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has
missed consecutive meetings of the Board of Directors, or a total of meetings of the Board during any one calendar
year;
c) An increase in the authorized number of directors; or
d) The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect
the full authorized number of directors.
The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any
director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing
in the manner set forth in Article 5 – Meetings that such action would be considered at the meeting.
Except as provided in this paragraph, any director may resign effective upon giving written notice to the chair of the Board,
the president of Corporation/Organization, the secretary of Corporation/Organization, or the Board of Directors, unless the
notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor
may be designated to take office when the resignation becomes effective. Unless the Attorney General of Florida is first
notified, no director may resign when the Corporation/Organization would then be left without a duly elected director in charge
of its affairs.
Any vacancy on the Board may be filled by vote of of the directors then in office, whether or not the number of directors then
in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors
shall have the effect of removing any director before that director’s term of office expires.
A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Resignation
Each Board member shall have the right to resign at any time upon written notice thereof to the Chair of the Board, Secretary
of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt
thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation
shall not be necessary to make it effective.
Removal
A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote
of of then-serving Board members.
Meetings
The Board’s regular meetings may be held at such time and place as shall be determined by the Board. The Chair of the
Board or any regular Board members may call a special meeting of the Board with days’ written notice provided to each
member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The
person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted,
so long as it is a reasonable place to hold any special meeting of the Board.
Minutes
The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business
shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is
unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the
individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the
Corporation/Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member
via either regular mail, hand delivered, emailed, or faxed within business days after the close of each Board meeting.
Quorum
At each meeting of the Board of Directors or Board Committees, the presence of persons shall constitute a quorum for the
transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the
vote of the Chair of the Board shall be the deciding vote. The act of the majority of the Board members serving on the Board
or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees,
unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum
is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until
a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board
Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members
participating in the meeting.
Voting
Each Board member shall only have one vote.
Proxy
Board members shall not be allowed to vote by written proxy
Board Member Attendance
An elected Board Member who is absent from consecutive regular meetings of the Board during a fiscal year shall be
encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation/Organization. The Board may
deem a Board member who has missed consecutive meetings without such a reevaluation with the Chair to have resigned
from the Board.
Officers and Duties
ARTICLE 6 – OFFICERS

Officers and Duties
The Board shall elect officers of the Corporation/Organization which shall include a Chair of the Board (Chief Executive
Officer), a Vice Chair of the Board, President (Executive Director), Vice President, a Secretary, a Treasurer (Chief Financial
Officer), and such other officers as the Board may designate by resolution. The same person may hold any number of offices,
except that neither the Secretary nor the Treasurer may serve concurrently as the Chair of the Board or the President. In
addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices
and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the
Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them
at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the
rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the
rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the
Board. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, President,
and/or Secretary of the Corporation/Organization, without bias or predisposition to all rights, if any, of the
Corporation/Organization under any contract to which said officer is a part thereof. All resignations shall become effective
upon the date on which the written notice of resignation is received or at any time later as may be specified within the
resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be
required to make the resignation effective.
Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be
filled in accordance to the herein prescribed bylaws for regular appointments to such office. The compensation, if any, of the
officers shall be fixed or determined by resolution of the Board of Directors.
Chair of the Board (Chief Executive Officer)
It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and
Executive Committee. The Chair of the Board is authorized to execute, in the name of the Corporation/Organization, any and
all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the
Corporation/Organization, except when required by law that the President’s signature must be provided.
Vice Chair of the Board
In the absence of the Chair of the Board, or in the event of his/her inability or refusal to act, it shall then be the responsibility
of the Vice Chair of the Board to perform all the duties of the Chair of the Board, and in doing so, he/she shall have all
authority and powers of and shall be subject to all of the restrictions on the Chair of the Board.
President (Executive Director)
It shall be the responsibility of the President, in general, to supervise and conduct all activities and operations of the
Corporation/Organization, subject to the control, advice and consent of the Board of Directors. The President shall keep the
Board of Directors completely informed, shall freely consult with them in relation to all activities of the
Corporation/Organization, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended.
The Board of Directors may place the President under a contract of employment where appropriate. The President shall be
empowered to act, speak for, or otherwise represent the Corporation/Organization between meetings of the Board. The
President shall be responsible for the hiring and firing of all personnel, and shall be responsible for keeping the Board
informed at all times of staff performance and for implementing any personnel policies which may be adopted and
implemented by the Board. The President, at all times, is authorized to contract, receive, deposit, disburse and account for all
funds of the Corporation/Organization, to execute in the name of the Corporation/Organization all contracts and other
documents authorized either generally or specifically by the Board to be executed by the Corporation/Organization, and to
negotiate any and all material business transactions of the Corporation/Organization.
Vice President
In the absence of the President, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the
Vice President to perform all the duties of the President, and in doing so shall have all authority and powers of, and shall be
subject to all of the restrictions on, the President.
Secretary
The Secretary, or his/her designee, shall be the custodian of all records and documents of the Corporation/Organization,
which are required to be kept at the principal office of the Corporation/Organization, and shall act as secretary at all meetings
of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall
attend to the giving and serving of all notices of the Corporation/Organization and shall see that the seal of the
Corporation/Organization, if any, is affixed to all documents, the execution of which on behalf of the Corporation/Organization
under its seal is duly authorized in accordance with the provisions of these bylaws.
Treasurer (Chief Financial Officer)
It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and
accurate accounts of all the properties and business transactions of the Corporation/Organization, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in
financial statements.
The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as
may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds
of the Corporation/Organization, as may be ordered by the Board of Directors, and shall render to the Chair of the Board,
President, and directors, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the
financial condition of the Corporation/Organization.
The Treasurer shall give the Corporation/Organization a bond, if so requested and required by the Board of Directors, in the
amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer’s office
and for restoration to the Corporation/Organization of all its books, papers, vouchers, money and other property of every kind
in the Treasurer’s possession or under the Treasurer’s control upon the Treasurer’s death, resignation, retirement, or removal
from office. The Corporation/Organization shall pay the cost of such a bond.
ARTICLE 7 – COMMITTEES
Committees of Directors
The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided that a quorum is
present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the
powers specifically delegated in the resolution of the Board or in these bylaws. Each such committee shall consist of two (2)
or more directors, and may also include persons who are not on the Board but whom the directors believe to be reliable and
competent to serve at the specific committee. However, committees exercising any authority of the Board of Directors may
not have any non-director members. The Board may designate one or more alternative members of any committee who may
replace any absent member at any meeting of the committee. The appointment of members or alternate members of a
committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of
Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no
committee, regardless of Board resolution, may:
a) Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members of the
Board if this were a membership vote.
b) Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the
Board.
c) Fix compensation of the directors serving on the Board or on any committee.
d) Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws.
e) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable.
f) Appoint any other committees of the Board of Directors or their members.
g) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale,
lease, or exchange of all or considerably all of the property and assets of the Corporation/Organization otherwise than
in the usual and regular course of its business; or revoke any such plan.
h) Approve any self-dealing transaction, except as provided pursuant to law.
Unless otherwise authorized by the Board of Directors, no committee shall compel the Corporation/Organization in a contract
or agreement or expend Corporation/Organization funds.
Meetings and Actions of Committees
Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article
5 – Board of Directors of these bylaws concerning meetings and actions of the directors, with such changes in the context of
those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members,
except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by
resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors.
Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to
attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the
Corporation/Organization records. The Board of Directors may adopt rules not consistent with the provisions of these bylaws
for the governance of any committee.
If a director relies on information prepared by a committee of the Board on which the director does not serve, the committee
must be composed exclusively of any or any combination of (a) directors, (b) directors or employees of the
Corporation/Organization whom the director believes to be reliable and competent in the matters presented, or (c) counsel,
independent accountants, or other persons as to matters which the director believes to be within that person’s professional or
expert competence.
Executive Committee
Pursuant to Article 7 – Committee of Directors, the Board may appoint an Executive Committee composed of a minimum of
directors, one of whom shall be the Chair of the Board of the Board and another shall be either the Vice Chair of the Board,
the Secretary, or the Treasurer, to serve on the Executive Committee of the Board. The Executive Committee, unless limited
in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business
and affairs of the Corporation/Organization between meetings of the Board, provided, however, that the Executive Committee
shall not have the authority of the Board in reference to those matters enumerated in Article 7 – Committee of Directors. The
Secretary of the Corporation/Organization shall send to each director a summary report of the business conducted in any
meeting of the Executive Committee.
ARTICLE 8 – STANDARD OF CARE
General
A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the
Board on which the director may serve, in such a manner as the director deems to be in the best interest of the
Corporation/Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in
a similar situation may exercise under similar circumstances.
In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, in each case prepared or presented by:
a) One or more officers or employees of the Corporation/Organization whom the director deems to be reliable and
competent in the matters presented;
b) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such
person’s professional or expert competence; or
c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which
committee the director deems to merit confidence,
so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the
circumstances, and without knowledge that would cause such reliance to be unwarranted.
Except as herein provided in Article 8 – Standard of Care, any person who performs the duties of a director in accordance with
the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director,
including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to
which the Corporation/Organization, or assets held by it, are dedicated.
Loans
The Corporation/Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or
officer, unless approved by the Florida Attorney General; provided, however, that the Corporation/Organization may advance
money to a director or officer of the Corporation/Organization or any subsidiary for expenses reasonably anticipated to be
incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be
reimbursed for such expenses absent that advance.
Conflict of Interest
The purpose of the Conflict of Interest policy is to protect the Corporation/Organization’s interest when it is contemplating
entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might
otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable
state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations/organizations and is not
intended as an exclusive statement of responsibilities.
Restriction on Interested Directors
Not more than % (percent) of the persons serving on the Board of Directors at any time may be interested persons. An
interested person is (1) any person currently being compensated by the Corporation/Organization for services rendered to it
within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor, descendent, spouse,
brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the
provisions of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial
interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed
transaction or arrangement.
Establishing a Conflict of Interest
After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the
interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The
remaining Board members shall decide if a conflict of interest exists.
Addressing a Conflict of Interest
In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the
Board shall then proceed with the following actions:
a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or
report the individual shall be excused while the Board discusses the information and/or material presented and then
votes on the transaction or arrangement proposed involving the possible conflict of interest.
b) The Chair of the Board of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or
committee to investigate alternatives to the proposed transaction or arrangement.
c) After exercising due diligence, the Board shall determine whether the Corporation/Organization can obtain with
reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to
a conflict of interest.
d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a
conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the best interest of the Corporation/Organization, for its own benefit, and whether it is fair and
reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this
determination.
Violations of Conflict of Interest Policy
Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of
interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an
opportunity to explain the alleged failure to disclose.
If, after hearing the interested person’s explanation, and after making further investigation as may be warranted in
consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Procedures and Records
All minutes of the Board Meetings, when applicable, shall contain the following information:
a) The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an
actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a
conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
b) The names of the persons who were present for discussions and any votes relating to the transaction or arrangement,
the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of
any vote taken in connection with the proceedings.
Acknowledgement of Conflict of Interest Policy
Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement
which affirms that such person:
a) Has received a copy of the conflict of interest policy;
b) Has read and understands the policy;
c) Has agreed to comply with the policy; and
d) Understands that the Corporation/Organization is charitable, and in order to maintain its federal tax exemption, it must
engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Violation of Loyalty – Self-Dealing Contracts
A self-dealing contract is any contract or transaction (i) between this Corporation/Organization and one or more of its
Directors, or between this Corporation/Organization and any corporation, firm, or association in which one or more of the
Directors has a material financial interest (“Interested Director”), or (ii) between this Corporation/Organization and a
corporation, firm, or association of which one or more of its directors are Directors of this Corporation/Organization. Said self
dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said
Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self
dealing contract, if:
a) All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract
is approved by the Interested Director in good faith (without including the vote of any membership owned by said
interested Director(s));
b) All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of
Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith—without counting the
vote of the interest Director(s)—and the contract is just and reasonable as to the Corporation/Organization at the time it
is authorized, approved, or ratified; or
c)
As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self
dealing contract sustains the burden of proving that the contract was just and reasonable as to the
Corporation/Organization at the time it was authorized, approved, or ratified.
Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a
committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this
section.
Indemnification
To the fullest extent permitted by law, the Corporation/Organization shall indemnify its “agents,” as described by law, including
its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs,
executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably
incurred by them in connection with any “proceeding,” and including any action by or in the right of the
Corporation/Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation
Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled
apart from this Article.
The Corporation/Organization shall have the power to purchase and maintain insurance on behalf of any agent of the
Corporation/Organization, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent
in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.
ARTICLE 9 – EXECUTION OF CORPORATE INSTRUMENTS
Execution of Corporate Instruments
The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other
person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except
when otherwise provided by law, and such execution or signature shall be binding upon the Corporation/Organization.
Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the
Corporation/Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the
Corporation/Organization,
other
corporate/organization
instruments
or
documents, memberships in other
corporations/organizations, and certificates of shares of stock owned by the Corporation/Organization shall be executed,
signed, and/or endorsed by the .
All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation/Organization, or in
special accounts of the Corporation/Organization, shall be signed by such person or persons as the Board of Directors shall
authorize to do so.
Loans and Contracts
No loans or advances shall be contracted on behalf of the Corporation/Organization and no note or other evidence of
indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors.
Without the express and specific authorization of the Board, no officer or other agent of the Corporation/Organization may
enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation/Organization.
ARTICLE 10 – RECORDS AND REPORTS
Maintenance and Inspection of Articles and Bylaws
The Corporation/Organization shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws
as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.
Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption application and its annual
information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent
required by law.
Maintenance and Inspection of Other Corporate Records
The Corporation/Organization shall keep adequate and correct books and records of accounts and written minutes of the
proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by
the Board and committees of the Board, or in the absence of such designation, at the principal office of the
Corporation/Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either
in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office,
each officer, employee, or agent of the Corporation/Organization shall turn over to his or her successor or the Chair of the
Board or President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts
or other property of the Corporation/Organization as have been in the custody of such officer, employee, or agent during his
or her term of office.
Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind
and the physical properties of the Corporation/Organization and each of its subsidiary corporations/organizations. The
inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of
documents.
Preparation of Annual Financial Statements
The Corporation/Organization shall prepare annual financial statements using generally accepted accounting principles. Such
statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting
standards. The Corporation/Organization shall make these financial statements available to the Florida Attorney General and
members of the public for inspection no later than days after the close of the fiscal year to which the statements relate.
Reports
The Board shall ensure an annual report is sent to all directors within days after the end of the fiscal year of the
Corporation/Organization, which shall contain the following information:
a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year.
b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
c) The expenses or disbursements of the Corporation/Organization for both general and restricted purposes during the
fiscal year.
d) The information required by Non-Profit Corporation Act concerning certain self-dealing transactions involving more
than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.
The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the
certificate of an authorized officer of the Corporation/Organization that such statements were prepared without audit from the
books and records of the Corporation/Organization.
ARTICLE 11 – FISCAL YEAR
The fiscal year for this Corporation/Organization shall end on .
ARTICLE 12 – AMENDMENTS AND REVISONS
These bylaws may be adopted, amended, or repealed by the vote of of the directors then in office. Such action is authorized
only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the
proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these
bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered,
amended or repealed by that greater vote.

ARTICLE 13 – CORPORATE/ORGANIZATION SEAL

The Board of Directors may adopt, use, and alter a corporate/organization seal. The seal shall be kept at the principal office
of the Corporation/Organization. Failure to affix the seal to any corporate/organization instrument, however, shall not affect
the validity of that instrument.

ARTICLE 14 – CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit
Corporation Act as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of
the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term “person” includes a Corporation/Organization as well as a natural person. If any
competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible
(i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested
by the portion deemed invalid or inoperative.

CERTIFICATE OF SECRETARY

I, , certify that I am the current elected and acting Secretary of the benefit Corporation/Organization, and the above bylaws are
the bylaws of this Corporation/Organization as adopted by the Board of Directors on , and that they have not been amended
or modified since the above.

EXECUTED on this day of _______________________________, in the County of Orange in the State of Florida.

__________________________________
(Duly Elected Secretary)