BYLAWS OF HISPANIC POLICE OFFICERS ASSOCIATION FOUNDATION, INC.

 

ARTICLE I Name, Seal and Offices

1. Name. The name of this Corporation is HISPANIC POLICE OFFICERS ASSOCIATION FOUNDATION, INC.

2. Seal. The seal of this Corporation shall contain the words and numerals: “Hispanic Police Officers Association Foundation, Inc., a corporation not for profit, Corporate Seal, 2008, Florida.” Except as required by law, the Board of Directors may change the form of the seal or the inscription thereon at pleasure.

3. Offices. The principal office of the Corporation shall be at 1470 N.W. 107th Avenue, Suite P, Doral, Florida 33172, or at such other place or places as the Board of Directors may from time to time designate. The Corporation may have other offices of any type or number as the Board of Directors may from time to time designate.

4. Objectives. The primary purpose of the Corporation is to defray the expenses and provide for the needs of the dependents of fallen police officers, including, but not limited to, paying or supplementing the educational expenses of such dependents. In this regard, the purpose of the Corporation is to receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereunder set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable, religious, scientific, literary or educational purposes or to make contributions to

organizations duly authorized to carry on charitable, religious, scientific, literary or educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code; to solicit and receive gifts, bequests, donations, contributions, conveyances, deeds of real estate, stocks, securities or commodities and devises of monies and properties and to use and apply the net income and principal exclusively and in furtherance of the undertakings of the corporation; to receive, own, hold, administer, distribute and dispose of properties of all kinds, whether real, personal or mixed, and whether acquired by gift, bequest, devise, purchase or otherwise; to borrow monies and to do and perform all lawful acts necessary, suitable and proper for the purposes hereinbefore enumerated. Provided, however, that unless specified by donors, grantors and contributors to the contrary, all sums of money, property, securities or commodities and donations of every kind shall be considered as permanent funds and used and applied to the purposes and uses above enumerated. ARTICLE II

Members and Meetings of Members
1. Membership. The members of the Corporation shall consist of the members of the

Board of Directors of the Corporation, including the persons designated in the Articles of Incorporation, and such other persons as the Board of Directors shall from time to time designate].

2. Rights of Members. No member shall have any vested right, interest or privilege of, in or to the assets, functions, affairs or franchises of the Corporation or any right, interest or privilege which may be transferable or inheritable, or which shall continue if his/her membership ceases or while he/she is not in good standing. No member shall be deprived of his/her membership without his/her consent unless and until he/she shall have been afforded an opportunity to be heard before the Board of Directors, unless at the time his/her membership ceases he/she shall be absent from Miami-Dade County, Florida, or such other county where the Corporation is then located. The procedure for removal of members is set forth in Article II, Section 13. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the Corporation.

3. Resignation of Members. Any member may resign from the Corporation by mailing or delivering a written resignation to the President or Secretary of the Corporation.

4. Annual Meetings. The annual meeting of the members of the Corporation shall be held at the principal office of the Corporation, or such other place as the Board of Directors may designate, during the third week in March of each year, for the purpose of electing Directors, and for the transaction of such other business as may properly come before the meeting.

5. Notice of Annual Meetings. Notice of the time, place and purpose or purposes of the annual meeting shall be served, either personally or by mail, not less than ten (10) or more than sixty (60) days before the meeting upon each person and organization who appears upon the books of the Corporation as a member and, if mailed, such notice shall be directed to the member at his/her address as it appears on the books of the Corporation, unless he/she shall have filed with the secretary of the Corporation a written request that notices intended for him/her be mailed to some other address, in which case it shall be mailed to the address designated in such request.

6. Special Meetings. Special meetings of the members, other than those regulated by statute, may be called at any time by the President or by two (2) Directors and must be called by the President or Secretary on receipt of the written request of one-third (1/3) of the members of the Corporation.

7. Notice of Special Meetings. Notice of a special meeting stating the time, place and purpose or purposes thereof shall be served personally or by mail upon each member residing within the United States, not less than ten (10) nor more than sixty (60) days before such meeting and, if mailed, such notice shall be directed to each member at his/her address as it appears on the books or records of the Corporation, unless he/she shall have filed with the secretary of the Corporation a written request that notices intended for him/her shall be mailed to some other address, in which case it shall be mailed to the address designated in such request.

8. Quorum. At any meeting of members of the Corporation, the presence of a majority of the members in person or by proxy shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership, except as may be otherwise specifically provided by statute or by these Bylaws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by a vote of a majority of the members present in person or by proxy, without notice other than by announcement at the meeting and without further notice to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

9. Voting. At every meeting of members, each member shall be entitled to vote in person or by proxy, duly appointed by instrument in writing which is subscribed by such member and which bears a date not more than eleven (11) months prior to such meeting, unless such instrument provides for a longer period. Each member of the Corporation shall be entitled to one vote. Upon the demand of any member, the vote for Directors and vote upon any question before the meeting shall be by ballot. All elections shall be held and all questions decided by a majority vote of the members present in person or by proxy.

10. Waiver of Notice. Whenever, under the provisions of any law or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, the Corporation or the Board of Directors or any committee thereof is authorized to take any action after notice to the members of the Corporation or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time if, at any time before or after such action is completed, such requirements be waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken or by his/her attorney thereunto authorized.

11. Attendance as Waiver of Notice. Attendance of a member at a meeting shall constitute a waiver of notice of such meeting and a waiver of all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a member states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

12. Action by Members Without a Meeting. Any action required by the Articles of Incorporation or by these Bylaws to be taken at any annual or special meeting of members of the Corporation, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted.

Within ten (10) days after obtaining such authorization by written consent, notice must be given to those members who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be one for which dissenters rights are provided, the notice shall contain a clear statement of the rights of members dissenting therefrom.

In the event the action to which the members consent is such as would have required the filing of a certificate under Chapter 617 of Florida Statutes if such action had been voted on by members at a meeting thereof, the certificate filed shall state that written consent has been given in accordance with the provisions of this Article II, Section 12 of the Bylaws of the Corporation.

13. Removal of Members. Any member may be removed from membership by the affirmative vote of a majority of the full Board of Directors at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation.

14. Compensation and Expenses. The Board of Directors shall have the power, in its discretion, to contract for and to pay to members rendering unusual or special services to the Corporation special compensation appropriate to the value of such services.

ARTICLE III Directors

1. Election. The business and property of the Corporation shall be managed and controlled by a Board of Directors, who shall be elected annually by the members to hold office until the next annual meeting of the members or until the election and qualification of a successor Board of Directors, except as hereinafter otherwise provided for filling vacancies. The Directors shall be chosen by ballot at such meeting by a majority of the votes of the members, voting either in person or by proxy. Directors need not be members prior to election. A person elected Director of the Corporation is a member ex-officio.

2. Number. The number of Directors of the Corporation shall be no less than three (3).

3. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.

4. Vacancies. Any vacancy on the Board of Directors occurring during the year, including a vacancy created by an increase in the number of Directors made by the Board of Directors, may be filled for the unexpired portion of the term by the Directors then serving, although less than a quorum, by affirmative vote of the majority thereof. Any Director so elected by the Board of Directors shall hold office until the next succeeding annual meeting of the members of the Corporation or until the election and qualification of his/her successor.

5. Annual Meetings. Immediately after each annual election, the newly elected Directors may meet forthwith at the place of the annual meeting of the members for the purpose of organization, election of officers and the transaction of other business, and, if a quorum of the Directors be then present, no prior notice of such meeting shall be required to be given. The place and time of such first meeting may, however, be fixed by written consent of all the Directors.

6. Special Meetings. Special meetings of the Board of Directors may be called by the President and must be called on the written request of any member of the Board.

7. Notice of Meetings. Notice of all Directors’ meetings, except as herein otherwise provided, shall be given by mailing the same at least three (3) days before the meeting to the usual business or residence address of each Director, but such notice may be waived by any Director. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board. Any business may be transacted at any Directors’ meeting. At any meeting at which every Director shall be present, even though without any notice or waiver thereof, any business may be transacted.

8. Attendance as Waiver of Notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

9. Telephonic Meetings. Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

10. Chairman. At all meetings of the Board of Directors, the President, or in his/her absence, a chairman chosen by the Directors present, shall preside.

11. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Directors, and may take such other and further action as is provided herein by these Bylaws.

12. Action by Directors Without a Meeting. Any action required by the Articles of Incorporation or by these Bylaws to be taken at a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors or a committee thereof, may be taken without a meeting if a consent in writing setting forth the action so to be taken signed by all of the Directors or all of the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

13. Removal of Directors. Any Director may be removed by the affirmative vote of a majority of all of the Directors, including the Director to be removed, at any regular or special meeting called for that purpose.

14. Contracts and Services. The Directors and Officers of the Corporation may make any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions and otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, as trustees of trusts, as agents for other persons or corporations or may be otherwise interested in the transaction; provided, however, that any contract, transaction or act on behalf of the Corporation in a matter in which the Directors or Officers are personally interested as stockholders, directors or otherwise shall be at arm’s length and not violative of the proscriptions in the Articles of Incorporation against the Corporation’s use or application of its funds for private benefit. In no event, however, shall any person or other entity dealing with the Directors or Officers be obligated to inquire into the authority of the Directors or Officers to enter into and consummate any contract, transaction or other action.

15. Compensation. Directors shall not receive any stated salary for their services as such, but, by resolution of the Board, a fixed sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of the Board. The Board of Directors shall have power in its discretion to contract for and to pay to Directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services.

16. Powers. All corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the State of Florida, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the Corporation, such powers as they may see fit.

17. Annual Report. The Board of Directors shall present at the annual meeting of members, and file with the minutes thereof, a report, verified by the President and Treasurer or by a majority of the Directors, showing (a) the whole amount of real and personal property owned by the Corporation, where located, and where and how invested; (b) the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; (c) the amount applied, appropriated or expended during the year immediately preceding such date and the purposes, objects, or persons to or for which such applications, appropriations or expenditures have been made; and (d) the names and places of residence of the persons who have been admitted to membership during the year.

ARTICLE IV Officers

1. Number. The officers of the Corporation shall be the President, one or more Vice President, Secretary and Treasurer, and such other officers with such powers and duties not inconsistent with these Bylaws as may be created and elected by the Board of Directors. Any person may hold more than one office.

2. Election, Term of Office and Qualifications. The officers shall be elected annually by the Board of Directors, from among such persons as the Board of Directors may see fit, at the annual meeting of the Directors of the Corporation.

3. Vacancies. In case any office of the Corporation becomes vacant by death, resignation, retirement, disqualification or any other cause, the majority of the Directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the first meeting of the Board of Directors after the annual meeting of members next succeeding and until the election and qualification of his/her successor.

4. President. The President shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as may be assigned by him/her by the Board of Directors.

5. Vice President. The Vice President shall act on all matters and assume all responsibilities of the President in the absence of the President or as otherwise instructed by the Board of Directors. In addition, the Vice President shall undertake such other responsibilities and duties as the Board of Directors may from time to time authorize and direct. In the discretion of the Board of Directors, more than one (1) Vice President may be elected as herein provided and assigned separate and distinct duties and responsibilities with respect to the affairs of the Corporation.

6. Secretary. The Secretary shall have charge of such books, documents and papers of the Corporation as the Board of Directors may determine and shall have the custody of the corporate seal. He/she shall attend and keep the minutes of all the meetings of the Board of Directors of the Corporation. He/she may sign with the President, in the name and on behalf of the Corporation, any contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors, he/she may affix the seal of the Corporation. He/she shall, in general, perform all the duties incident to the office of the Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to him/her by the Board of Directors. In the discretion of the Board of Directors, one or more Assistant Secretaries may be elected as herein provided, to serve in the absence of the Secretary.

7. Treasurer. The Treasurer shall have the custody of all funds, property and securities of the Corporation, subject to such regulations as may be imposed by the Board of Directors. He/she may be required to give bond for the faithful performance of his/her duties, in such sum and with such sureties as the Board of Directors may require. When necessary or proper, he/she may endorse for collection checks, notes and other obligations on behalf of the Corporation, and shall deposit the same to the credit of the Corporation at such bank, or banks or depository as the Board of Directors may designate. He/she shall sign all receipts and vouchers and, together with such other officer or officers, if any, as shall be designated by the Board of Directors, he/she shall sign all checks of the Corporation and all bills of exchange and promissory notes issued by the Corporation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation. He/she shall make such payments as may be necessary or proper to be made on behalf of the corporation. He/she shall enter regularly on the books of the Corporation to be kept by him/her for the purpose, full and accurate account of all monies and obligations received, paid and incurred by him/her for or on account of the Corporation, and shall exhibit such books at all reasonable times to any Director on application at the offices of the Corporation. He/she shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors.

8. Removal of Officers. Any officer may be removed from office by the affirmative vote of a majority of all the Directors at any regular or special meeting called for that purpose, for nonfeasance, malfeasance or misfeasance; for conduct detrimental to the interests of the Corporation; for lack of sympathy with its objectives; or for refusal to render reasonable assistance in carrying out its purposes.

9. Compensation. Officers of the Corporation may be voted a reasonable compensation for their services to the Corporation. Where the officer involved is also a Director, he/she shall not vote on the question, but shall be counted for the purpose of determining the presence of a quorum.

ARTICLE V Agents and Representatives

The Board of Directors may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law.

ARTICLE VI Contracts

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, under its corporate seal or otherwise, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable financially for any purpose or to any amount.

ARTICLE VII
Advisory and Operating Committees

The Board of Directors may appoint from their number, or from among such persons as the Board may see fit, one or more advisory or operating committees, and at any time may appoint additional members thereto. The members of any such committee shall serve during the pleasure of the Board of Directors. Advisory committees shall consult with and aid the officers of the Corporation in all matters designated by the Board of Directors. Operating committees shall conduct such activities on behalf of the Corporation as may be directed by the Board of Directors. Each such committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.

ARTICLE VIII
Voting Upon Securities of Other Corporations

Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of security holders or creditors of any corporation in which this Corporation may hold securities, and at any such meeting shall possess and may exercise all of the rights and powers incident to the ownership of such securities which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.

ARTICLE IX Fiscal Year

The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.

ARTICLE X
Prohibition Against Sharing in Corporate Earnings

No Director, officer, employee, agent, member of a committee or person connected with the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over to such organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, upon such terms and conditions and in such amounts and proportions as the Board of Directors may impose and determine.

ARTICLE XI Investments

The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction.

ARTICLE XII Amendments

The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of the Corporation by affirmative vote of a majority of the Board.

ARTICLE XIII Indemnification

Definitions. For purposes of this Article XIII, the following terms shall have the meanings hereafter ascribed to them:

“Agent” includes a volunteer;

“Corporation” includes, as the context may require, this Corporation, any resulting corporation and any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, officer, employee, or Agent of another corporation, partnership, joint venture, trust or other enterprise, is in the same position with respect to the resulting or surviving corporation as he/she would have been with respect to such constituent corporation if its separate existence had continued;

“Expenses” includes, without limitation, all costs, expenses, attorneys’ fees, and paralegal expenses incurred by the director or officer in, for or related to the Proceeding or in connection with investigating, preparing to defend, defending, being a witness in or participating in the Proceeding, including such costs, expenses, attorneys’ fees and paralegal expenses incurred on appeal. Such attorneys’ fees shall include, without limitation, attorneys’ fees incurred by the director or officer (a) in any and all judicial or administrative proceedings, including appellate proceedings, arising out of or related to the Proceedings; (b) to interpret, analyze or evaluate that person’s rights and remedies in the proceedings or under any contracts or obligations which are the subject of such proceeding; and (c) to negotiate with counsel for any claimants, regardless of whether formal legal action is taken against him;

“Liability” includes obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed to any employee benefit plan), and Expenses actually and reasonably incurred with respect to a Proceeding;

“Not Opposed to the Best Interest of the Corporation” describes the actions of a person who acts in good faith and in a manner he/she reasonably believes to be in the best interests of the Corporation or the participants and beneficiaries of an employee benefit plan, as the case may be;

“Other Enterprise” includes employee benefit plans;

“Proceeding” includes any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, to which the person is a party by reason of the fact that he/she is or was a director or officer of the corporation or is now or was Serving at the Request of the Corporation as a director, officer, employee, or Agent of another corporation, partnership, joint venture, trust or other enterprise; and

“Serving at the Request of the Corporation” includes any service as a director, officer, employee or Agent of the Corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries.

1. Indemnification. The Corporation shall indemnify to the fullest extent permitted by law, and shall advance Expenses therefor, to any director or officer who was or is a party to any Proceeding, against Liability incurred in connection with such Proceeding, including any appeal thereof; provided, however, that no indemnification under this paragraph 1 shall be made

(a) if a judgment or other final adjudication establishes that the person’s actions or omissions to act were material to the cause of action adjudicated and such actions or omissions constitute

i. a violation of the criminal law, unless the director or officer had reasonable cause to believe his/her conduct was lawful or had no reasonable cause to believe his/her conduct was unlawful;

ii. a transaction from which the director or officer derived an improper personal benefit;

iii. in the case of a director, a circumstance under which the liability provisions of Fla. Stat. § 607.0834 are applicable; or

iv. willful misconduct or a conscious disregard for the best interests of the Corporation in a proceeding by or in the right of the Corporation to procure a judgment in its favor in a proceeding by or in the right of a member (if the Corporation permits members).

(b) unless authorized in the specific case
i. by the Board of Directors by a majority vote of a quorum

consisting of directors who were not parties to such Proceeding;
ii. if such a quorum is not obtainable, or even if obtainable, by

majority vote of a committee duly designated by the Board of Directors in which directors who are parties may participate consisting solely of two or more directors not at the time parties to the Proceeding;

iii. by independent legal counsel
(A) selected by the Board of Directors prescribed in

subparagraph (b)(l) or the committee prescribed in subparagraph (b)(2); or
(B) if a quorum of the directors cannot be obtained for

subparagraph (b)(l) and the committee cannot be designated under subparagraph (b)(2), selected by majority vote of the full Board of Directors (in which directors who are parties may participate); or

iv. by the members (if the Corporation permits members) by a majority vote of a quorum consisting of members who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of members who were not parties to such Proceeding.

(c) except upon a determination that
i. in a Proceeding other than an action by or in the right of the

Corporation, the person acted in good faith and in a manner he/she reasonably believed to be Not Opposed to the Best Interest of the Corporation and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his/her conduct was unlawful; or

ii. in a Proceeding by or in the right of the Corporation to procure a judgment in its favor, the person acted in good faith and in a manner he/she reasonably believed to be Not Opposed to the Best Interest of the Corporation; provided, further, that the parties described in subparagraphs 2(b)(1)-(4) shall not authorize any indemnification in such a Proceeding if the person has been adjudged to be liable therein. The foregoing proviso shall not preclude or limit indemnification under the mandatory indemnification provision of paragraph 1 or as directed by the court pursuant to paragraph 3.

For purposes of making the determinations set forth in subparagraphs (c)(l) and (c)(2) above, the fact that a Proceeding was terminated by a judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be Not Opposed to the Best Interest of the Corporation or, with respect to any criminal action or Proceeding, that the person had reasonable cause to believe that his/her conduct was unlawful.

2. Success on Merits. In all events, and notwithstanding the conditions and qualifications set forth in paragraph 1, above, the Corporation shall indemnify a director or officer who has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue, or matter therein, against expenses actually and reasonably incurred by him/her in connection therewith.

3. Application to Court. Notwithstanding the failure of the Corporation to provide indemnification due to a failure to satisfy the conditions of subparagraphs 1(a)(1)-(4), and despite any contrary determination of the board or of the members (if the Corporation permits members) in the specific case, a director or officer of the Corporation who is or was a party to a Proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the Proceeding, to the circuit court, or to another court of competent jurisdiction, and such court may order indemnification and advancement of expenses, including expenses incurred in seeking court-ordered indemnification or advancement of expenses, if it determines that

(d) The director or officer is entitled to mandatory indemnification under paragraph 1, in which case the court shall also order the Corporation to pay such person reasonable expenses incurred in obtaining court-ordered indemnification or advancement of expenses;

(e) The director or officer is entitled to indemnification or advancement of expenses, or both, under paragraph 1; or

(f) The director or officer is fairly and reasonably entitled to indemnification or advancement of expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the standards of conduct set forth in subparagraphs 1(a)(1)-(4) or 1(b)(1)-(4).

4. Materiality. If a judgment or other final adjudication establishes that the person’s actions or omissions to act were material to the cause of action adjudicated and such actions or omissions constitute a violation of the standards set forth in subparagraphs 1(a)(1)-(4), then the Corporation shall cause one or more of the meetings described in subparagraphs 1(b)(1)-(4) to be held for the purpose of determining and authorizing indemnification.

5. Advancement of Expenses. The Corporation shall, within 30 days of request by an officer or director, advance him/her an amount equal to the expenses actually and reasonably incurred by him/her in defending a civil or criminal Proceeding. Prior to advancing any expenses hereunder, the Corporation shall have received from the officer or director, or some person on his/her behalf, an undertaking to repay such amount if he/she is ultimately found not to be entitled to indemnification by the Corporation pursuant to this Article. Indemnification and advancement of expenses as provided in this Article shall continue, unless otherwise provided when such indemnification and advancement of expenses was authorized or ratified, as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

6. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or Agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or Agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article.

7. Notices. If any expenses or other amounts are paid by way of indemnification other than by court order or action by the members (if the Corporation permits members) or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the time of delivery to the members (if the Corporation permits members) of written notice of the next annual meeting of members (unless such meeting is held within 3 months from the date of such payment, and, in any event, within 15 months from the date of such payment), deliver either personally or by mail to each member of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

8. Advancement to Others. The Board of Directors may authorize indemnification or advancement of expenses in favor of other employees and Agents upon such terms or conditions as the Board of Directors may deem appropriate under the circumstances, and may enter into agreements therefor with such employees and Agents.

9. Other Rights. The rights of an officer or director hereunder shall be in addition to any other rights such person may have under the Corporation’s Articles of Incorporation, the Florida General Corporation Act or otherwise, and nothing herein shall be deemed to diminish or otherwise restrict such person’s right to indemnification under any such other provision. It is the intent of this Bylaw to provide the maximum indemnification possible under the applicable law, except as specifically provided herein. To the extent applicable law or the Articles of Incorporation of the Corporation, as in effect on the date hereof or at any time in the future, permit greater indemnification than is provided for in this Bylaw, the parties hereto agree that indemnitee shall enjoy the greater benefits so afforded by such law or provision of the Articles of Incorporation, and this Bylaw and the exceptions to indemnification set forth in paragraph 1(a), to the extent applicable, shall be deemed amended without any further action by the Corporation to grant such greater benefits.

10. Invalidity. If any part of this Article shall be found to be invalid or ineffective in any action, suit or Proceeding, the validity and effect of the remaining part thereof shall not be affected. The provisions of this Article shall be applicable to all Proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after its adoption.