ARTICLE III

Section A. Notice of Meetings: Written notice of the time and place of all meetings shall be sent to the members within a reasonable time prior to each meeting. Notice shall be given by mail or by electronic means to each member at the member’s last known address. If possible, notice shall also be placed in the Florida Administrative Weekly. The notice of the meeting shall specifically state the purpose or purposes for which the meeting is called.

Section B. Place of Meetings: All meetings of the members of the Corporation shall be held at the principal office of the Corporation, or at such other place, within the State of Florida as determined by the Board of Directors and set forth within the notice of the meeting.

Section C1. Annual Meetings: The annual meeting of the members of the Corporation shall be held in May each year at a time and location designated by the Board of Directors for the purpose of electing Directors of the Corporation, considering changes to these bylaws and for the consideration of such other matters as may be properly brought before the meeting.

Section C2. Substitute Annual Meeting: If the annual meeting cannot be held as provided by these bylaws, a substitute annual meeting may be called by a majority of the Board of Directors. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section D. Special Meetings: Special meetings of the Members may be called at any time by the Chairperson or a majority of the Board of Directors of the Corporation.

Section E. Agenda for Meetings: At the Board of Directors meeting prior to a membership meeting, the Board of Directors shall establish the Agenda, which shall be approved at the commencement of the meeting.

Section F. Voting Lists: No later than the beginning of each meeting of the members, the Secretary shall approve an alphabetical list of the Members eligible to vote at such meeting with the address of each. The list shall be kept on file at the registered office of the Corporation, and shall be subject to inspection by any member at any time during usual business hours. This list shall also be available for inspection during the meeting.

Section G. Voting of Members: Each primary Member in good standing shall be entitled to one vote per legal entity to elect Directors of the Corporation as specified in Article IV and to vote on bylaws. Each primary member through a designated representative shall be entitled to one vote per legal entity on all matters submitted to the members for approval or otherwise for a vote. Associate members shall not be entitled to a vote.

Section H. Quorum: Any number greater than ten of the primary members of the Corporation, represented in person, shall constitute a quorum at a meeting of members.

Section I. Adjournment: Any membership meeting may be adjourned from time to time to any date that allows for timely notice. Such adjournment shall be by a majority of the members present at such meeting. Notice of the time and date and place of the reconvening of any adjourned membership meeting shall be given in writing per Section E of this Article III.

Section J. Proxies: Proxy votes shall not be permitted.

History: New May 1993; Amended May 1996; May 1998, May 2000; May 2002.