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BY-LAWS of the JACKSONVILLE MARINE ASSOCIATION

ARTICLE 1 MEMBERS Section 1. An individual, firm, or corporation dealing in marine equipment or related services, accessories or parts, or selling or servicing boats, boat engines, the construction, design, manufacturer of boats or marine equipment in greater Jacksonville or contiguous territory, an individual member must be directly associated with a firm, corporation, or private enterprise dealing in marine services for profit. Firms with common ownership shall be eligible to one regular membership. Section 1B. Definition of a Dealer: A firm, person or persons who has a properly licensed marine store from which to operate: a residence, boat, etc. is not acceptable. The dealer must stock boats or related marine products, have two or more employees, have regular store hours and have been in business for a minimum of six months prior to making application to join the Jacksonville Marine Association. The dealership must be located in Jacksonville, Florida or contiguous territory. Section 2. Membership in this association shall be of three classes; regular members, associate members, and honorary members. Section 3. Regular members shall be entitled to hold office and to enjoy all rights and privileges of the association. Section 4. A regular member may have associate members. No regular member may have more than three associate members, such associate membership is not transferable, the associate member shall pay dues as provided for associate membership and shall not be eligible to hold office or vote. Exception; In the absence of the regular member, said member may have the privilege of giving in writing to the Secretary his proxy authorizing one of his associates to vote in his behalf. Section 5. Honorary membership shall be composed of those persons who have distinguished themselves by some outstanding service in promoting the same objects and purposes of this association, and who shall be voted in as such members. Honorary members shall be exempt from the payment of dues; they have no vote nor are they eligible to hold office, but shall be entitled to enjoy all other privileges of the association. Honorary membership shall be for life unless otherwise terminated by the Board of Governors.

Section 6. No person shall be admitted to membership unless they shall have first filed their application in writing and tender therewith the initial fee provided in these By-laws and have been approved by the membership committee of this association and the vote of the membership thereof at the regular meeting. Names proposed for membership in the association shall be circulated to the regular members by written notice before being voted upon In the next regular meeting. Section 7. Members of the association shall be entitled to display and use the emblem of the association. ARTICLE II BOARD OF GOVERNORS Section 1. The affairs of the association shall be managed by nine members of the Board of Governors and shall be elected by regular members of the association at the annual meeting in February and whose term of office shall commence on the first day of March of each year. Section 2. The President, Vice President, and Treasurer shall be elected to their respective office for one-year term, and they shall serve as members of the Board of Governors. The immediate Past President shall serve as a member of the Board. Four members of the Board of Governors shall be elected to serve on the Board for a two-year term. The Board of Governors shall meet during the month of February and appoint and contract for an Executive Vice PresidentSecretary and fie shall comprise the ninth member of the Board of Governors. Section 3. The Board of Governors shall have the power to fill vacancies in office between the annual meetings for the unexpired term; they shall have general control over all the affairs of the association; they shall hold meetings upon call of the President, or Vice President, who shall be ex-officio Chairman, or Vice Chairman of the Board. Appeal from the decision of the Board of Governors upon any matter may be taken to the membership at any regular meeting. A two-third vote of the members present and voting shall be sufficient to overrule the decision of the Board of Governors. The Board of Governors shall not have the Authority to spend more than five hundred dollars for any single project without the prior approval of the membership at any meeting. Section 4. If an elected JMA Board of Governors member should miss attending three (3) regular board meetings during any one year of their elected term they shall have automatically resigned their elected office and be replaced according to JMA By-laws Article II Section 3. ARTICLE III OFFICERS Section 1. There shall be elected a President, Vice President, and Treasurer at the annual meeting in February each year, and they shall take office from the 1st

day of March following their election. Section 2. President. It shall be the duty of the President to preside t all meetings of the association and to act as Chairman of the Board of Governors, and perform any and all other duties as is ordinarily pertinent to his office. He also shall be a member of the Board of Governors. Section 3. Vice President. It shall be the duty of the Vice President to preside at all meetings of the association or act as Vice Chairman of the Board of Governors in the absence of the President and perform such other duties as is ordinarily pertinent to his office. He shall also be a member of the Board of Governors. Section 4. Executive Vice President-Secretary: It shall be his duty as Executive Vice President-Secretary to keep the records of the association, send out notices of the meetings of the association and the Board of Governors, or the reports of any committees of the association, and such other duties as is usually pertinent to his office. He also shall be a member of the Board of Governors. He shall perform such duties as prescribed by contract as Executive Vice President. Section 5. Treasurer It shall be the duty of the Treasurer to have the custody of all of the funds of the association. He shall deposit same in a depository to be designated by the Board of Governors. Such funds may be withdrawn by check signed by the Treasurer and countersigned by the President, or by the Executive Vice President. The duty of the Treasurer is to collect all sums that may be payable to the association whether for fees, dues or any other reason, and to account for the receipt and expenditures of all funds to the association at the annual meeting by accountant's report, or any time upon demand by the Board of Governors, and to perform such other duties as may be pertinent to his office. He shall also be a member of the Board of Governors. Upon designation by the Board, the Treasurer shall assign funds as necessary for the contract of specialized events such as boat shows, trade shows, and accounting there from. The Treasurer and custodian of such special accounts shall be bonded adequately. ARTILE IV COMMITTEES Section 1. The association shall have the following standing committees: namely. Membership Committee, Publicity Committee, Special Events Committee, Legislative Committee, NMMA Committee, M. I. A. F. Committee, Boat Show Committee, Environmental Research Committee, Advertising Committee, Nominating Committee, and Program Committee. Section 2. Membership Committee. This committee shall be composed of not less than two or more than four members of the association. It shall be the duty of this committee to examine all applications for membership by any person to

determine whether or not such person is eligible to membership, and to determine also what class, and further determine the character, reputation of the applicant, and whether in its opinion it should admit such person to the association. Section 3. Publicity Committee. This committee shall be composed of not less than two or more than four other members of the association. It shall be the duty of this committee to keep before the public through press or other means the purpose, progress, and accomplishments of this association. Section 4. Program Committee. This committee shall be composed of not less than two or more than four members of the association. This committee shall be subject to the direction and control of the Board of Governors, and arrange the programs of the regular and special meetings of the association. Section 5. Legislative Committee. This committee shall be composed of not less than two nor more than four members of the association. It shall be the duty of this committee to cooperate with other associations or government agencies having similar objects and purposes as this association to obtain the adoption of suitable laws and regulations relating to boats and boating. It shall be the duty of this committee to propose and inaugurate such reforms in the law or regulations as will better promote the purposes of this association. Section 6. NMMA Committee. This committee shall be comprised of two members of the association. They shall be the liaison between this association at the meetings and functions of the NMMA. Section 7. M. I. A. F. Committee. This committee shall be comprised of two members of the association. They shall be the liaison between this association at the meetings and functions of the M.I.A.F. Section 8. Boat Shows Committee. This committee shall be composed of the Executive Vice President and not less than two nor more than four members of the association. In conjunction with the Board of Governors it shall be the duty of this committee to arrange for boat shows or such other displays of merchandise handled by members of the association. Section 9. Nominating Committee, A nominating committee consisting of three voting members shall be appointed by the President at the January meeting. It shall be the duty of this committee to report their slate of nominees to the organization at the regular meeting in February. Nominations from the floor, if any, shall be received. Section 10. Environmental Research Committee: This committee shall be composed of not less than two nor more than four members of the association. It shall be the duty of this committee to concern itself with environmental affairs pertaining to marine development.

Section 11. Advertising Committee. This committee shall be composed of not less than two nor more than four members of the association. The Executive Vice President shall be chairman of this committee. It shall be the duty of this committee to be responsible for funds budgeted for advertising. Section 12. Special Events Committee: This committee shall be composed of not less than two nor more than four members of the association. It shall be the duty of this committee to arrange for social functions and other special promotions as sanctioned by the association or approved by the Board of Governors. ARTICLE V MEETINGS Section 1. The regular meetings of the association shall be on the first Monday of each month unless otherwise designated. Special meetings may be called by the President or Vice President or at the written request of five regular members of the association. Section 2. The regular annual meeting shall be held the first Monday of February each year, at which time the officers herein provided shall be elected to take office. Such elected officers shall assume duties of office starting the 1st day of March following election. Section 3. The quorum for a regular meeting shall be six regular members. ARTICLE VI DUES Section 1. Dues. Dues for regular members shall be $150.00 annually commencing on the first day of January. Associate members shall be required to pay $50.00 annually commencing on the first day of January. Section 2. Dues become delinquent after March first of year due. Failure to pay dues after written notice of delinquency shall subject the member to being dropped from the rolls by the Board of Governors. ARTICLE VII AMENDMENTS These By-Laws may be amended at any regular meeting, a quorum being present, or during a special meeting, by a two-thirds vote of the members present; provided, however, that a notice of the intent of the amendment shall have been mailed to each member at least ten days before such meeting. ARTICLE VIII TERMINATION OF MEMBERSHIP

Section 1. Any member desiring to terminate his membership in the association shall submit his resignation in writing to the Board of Governors. Upon approval by the Board of Governors, the resignation becomes effective immediately after acceptance by the membership at any regular or special meeting. Upon termination of any regular membership, all associate memberships associated with the terminated member also terminates. In the event it becomes necessary for the association to terminate any member for cause, the Board of Governors may recommend such termination. A written notice shall be mailed to each member at least ten days prior to such regular or special meeting and by a two-thirds vote of the members present concurring with the recommendation of the Board of Governors, said membership shall be considered terminated.

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