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BY-LAWS OF CLEARWATER BEACH ASSOCIATION, INCORPORATED
(as amended, January 2007)

ARTICLE I NAME AND LOCATION

Section 1 name: The name of this organization shall be the Clearwater Beach Association, Incorporated. Located in Clearwater, Florida.

ARTICLE II OBJECTIVES

Section 1 Objectives: The CBA, Inc, is organized to promote projects of a Civic, Recreational, and Entertainment nature in that portion of Clearwater including the Memorial Causeway and Clearwater Beach , to advance, improve and protect residential and commercial properties, and to cooperate with the City Council of the City of Clearwater and with any Boards or Bureaus, groups or organizations having their purpose or objective, the advancement of the City, and particularly the area previously defined.

Section 2 Policy: The Association shall be non-profit, non-partisan and non-sectarian. However, the Association, through its Board of Directors may inform the public about key issues affecting the City, candidate qualifications and their political views, in order that the objectives of the Association in the various areas of the community may best be served.

ARTICLE III MEMBERSIP

Section 1 Eligibility: Any person residing on Clearwater Beach, or any one(1) representative of a business on Clearwater Beach, having interests consistent with the above objectives, shall be eligible for voting membership, and any other person having interests consistent with the objectives shall be eligible for associate non-voting membership. A membership shall be held as an individual personal membership or as an individual membership in the firm name of a business. Membership shall be on a calendar year basis.

Section 2 Election: Applications for membership shall be in writing on forms provided for the purpose and signed by the applicant. The Membership Committee shall receive and review all applications and submit same to the Board of Directors for appropriate action. Any applicant so elected shall become a member on payment of prescribed dues and shall remain a member as long as dues are kept current.

Section 3 Dues: Membership dues shall be prescribed by the Board of Directors, payable  one year in advance at the prescribed rate.. Dues are payable January 1 of each year and the members shall be so advised at least four(4) weeks prior to the due date. Dues paid by the new members joining prior to October 1 shall be considered dues for the then current year. Dues paid by new members joining after October 1 shall be considered dues for the coming year. All dues monies collected shall be used for purposes consistent with objectives as determined by the Board of Directors.

Section 4 Voting: Each voting member person, household, or business shall be entitled to cast one (1) vote. No proxies shall be voted at any meeting, except for Directors at the annual meeting. The membership committee of the Board of Directors shall make all determinations as to voting qualifications and their determinations shall be final.

ARTICLE IV MEETINGS

Section 1 Annual Meeting: At least one business meeting of the membership shall be held each year on a date to be set by the Board of Directors. Notice of the time and place shall be mailed to each member at least fourteen (14) days but not more that thirty (30) days in advance of the meeting.

Section 2 Special Meetings: Special meetings of the Association shall be called the President on direction of the Board of Directors or within three weeks upon petition in writing of the per cent (10%) of the members in good standing. Such petition shall state the purpose or purposes of the proposed meeting. Notice of special meetings, including purpose of the meeting, shall conform to that prescribed for the annual meeting and all business conducted at special meetings shall be limited to the notices purpose.

Section 3 Quorum: At any called meeting of the Association, ten per cent (10%) of the members in good standing shall constitute a quorum.

Section 4 Order of Business: The order of business at all Annual or Special Meetings of the members shall be as follows:

a. Roll call or other means of verifying attendance b. Proof of notice of meeting or waiver of notice c. Reading of minutes of preceding meeting or waiver thereof d. Report of Officers e. Report of committees f. Election of officers (if election is to be held) g. Unfinished business h. New business

ARTICLE V BOARD OF DIRECTORS

Section 1 Membership: The governing and policy-making responsibilities of the Association shall be vested in the Board of Directors, which shall be responsible for its finances and direct its affairs. The Board of Directors shall be composed of fifteen (15) elected members of the Association, five (5) of whom shall be elected annually to serve for three (3) years or until their successors are elected and have qualified.

Section 2 Meetings: The Board of Directors shall meet at least four (4) tines a year and a majority of the directors shall constitute a quorum. The President may call a Special Meeting of the Board of Directors at any time.

Section 3 Nominations: A slate of Directors shall be selected for nomination by a Nominating Committee appointed by the President at or before the September Board meeting each year, and consisting of at least three members, at least one of whom shall be a current Director. The Nominating committee shall report the slate at or before the October Board Meeting, with notice that additional nominations may be made by any member, in writing, with the concurrence of the nominee, at or before the November Board meeting.

Section 4 Elections: Elections of Directors shall take place at a business meeting of the membership sometime after the November Board meeting and before January 1. The report of the Nominating Committee and any additional nominations received from the membership at or before the November Board meeting shall be presented by the Chair of the Nominating committee. Nominees receiving the highest number of votes shall be declared elected an shall assume office as of January 1 of the following year. An installation ceremony may be scheduled at the discretion of the Board of Directors. No person shall serve as a director for more that two (2) consecutive full terms, but a person may again be elected to the Board of Directors after an absence there from for period of one year.

Section 5 Vacancies: Vacancies if Directors resulting from any cause shall be filled the Board of Directors to serve until the next Annual Meeting, at which time the members of the Association shall elect a Director to fill the unexpired term, if any of the original Director. Vacancies of officers shall be filled by the Board of Directors. A Director who fails to attend three (3) successive regular meetings of the Board may be subject to removal form membership on the Board upon the recommendation of the Executive Committee and a majority affirmative vote of the Board of Directors.

Section 6 Advisory Board: There may be an Advisory Board appointed at the discretion of the active Board of Directors, made up of former Board of Director members who, after a minimum of three (3) years of the Board of Directors because of age, health, or other reasons, are willing to advise but not vote as an active member.

Section 7 Compensation: Directors and Advisory Board members shall not receive compensation for their services as such. However, nothing herein contained shall be construed to preclude any director or Advisory Board Member from serving the Association in any other capacity for which he/she is hired.

ARTICLE VI OFFICERS

Section 1 Election: At or before the January Board meeting, the new Board of Directors shall elect a President, a Vice President, A Secretary and Treasurer, each for term of one (1) year or until their successors have assume office. The President and the Vice President shall be elected from the Board Members; the Secretary and the Treasurer may be elected from the Board members, or from the general membership, in which case the Secretary and/or Treasurer will not quality as director(s). One person may be elected to serve as both Secretary and Treasurer. Vacancies shall be filled by vote of the Board of Directors.

Section 2 Duties of Officers:

a. President: The President shall serve as the executive head of the Association and shall preside at all meetings of the membership and Board of Directors. He shall select committee chairman, subject to the approval of the Board of Directors. He shall cosign with the Treasure all instruments and documents pertaining to the operation of the Association. He shall sign all correspondence other that routine type. b. Vice-President: The Vice President shall assist the President in the discharge of his duties. He shall officiate and perform all the duties of the President in his absence.

c. Secretary: The Secretary shall keep minutes of all meetings of the Association and its Board of Directors and shall issue notice of all meetings. He/she shall have custody of the Charter, By-Laws, Corporate Seal and all records of the Association other than financial records. d. Treasurer: The Treasurer shall supervise the receipt, deposit and disbursement of the funds of the Association. He/she shall be the official custodian of all funds of the Association and shall cosign with the President, all instruments and documents pertaining to the operation of the Association. The Treasurer shall be given a fidelity bond for the faithful discharge of his/her duties in such sum the Board of Directors shall determine. Such bond shall be paid for the Association.

Section 3 Replacement: Any officer of committee chairman may be removed from office upon the recommendation of the Executive Committee and a majority vote of the board of Directors.

ARTICLES VII COMMITTEES

Section 1 Committees: The President, with the approval of the Board of Directors, shall appoint all committees and committee chairman.

Section 2 Ex-Officio members: The President and Vice President shall be ex-officio members of all committees except the Nominating Committee.

Section 3 Standing Committees: Standing committees shall be Membership, Publicity, Civic Affairs and Entertainment and such other committees as may be determined from time to time as provided for herein. In addition to the committees named herein, the President may appoint an Executive Committee to advise and assist him in the performance of his duties. The Executive Committee shall consist of four (4) members with the President as Chairman.

ARTICLE VIII FISCAL YEAR

Section 1 Fiscal Year: The Fiscal year of the Association shall be the calendar year January 1 until December 31.

ARTICLE IX SEAL

Section 1 Seal: The corporate seal of the Association shall bear the name of the Association, the word “Florida” and the words “Corporation not for profit”.

ARTICLE X AMENDMENTS

Section 1 Amendments: The By-Laws may be amended by a majority of those voting in favor of such amendment at any Association meeting ( a quorum being present) provide a true copy of such proposed amendment shall have been mailed to each member with the call of such meeting provided herein.

ARTICLE XI PARLIAMENTARY AUTHORITY

Section 1 Parliamentary Authority: Roberts Rules of order shall be the parliamentary authority for all matters of procedure not specifically covered by the By-Laws or by any special rules of procedure adopted by the Board of Directors or the Association. Whenever reference is made to person or office in the masculine gender, the same shall include and be taken to mean the feminine as well.

ARTICLE XII ENACTMENT

Section 1 Enactment: These By-Laws shall be effective immediately following their adoption by a majority rule of the members of the Association present at any meeting for which proper notice has been given. When so adopted, they shall supersede previous By-Laws and amendments.

(The foregoing are the By-Laws of the Clearwater Beach Association, Inc., as amended by the membership, December 2001)