HOMEOWNERS ASSOCIATION OF INDIAN ROCKS BEACH, INC.,
A Florida not for profit corporation.

Section 1. To inform, create interest, and participate in community affairs and events for the residents of Indian Rocks Beach; To promote, publicize and foster public based events which advance the common good of the community: To unite residents for the preservation, beautification and enjoyment of our small beach community: To contribute and foster goodwill for the city of Indian Rocks, its residents and the community

Section 2. Articles, sections, clauses and provisions contained herein are neither intended nor established as conditions of individual protection but as collective protection for all members. Nothing herein is to be interpreted in such a manner as to be discriminatory against any individual or group of individuals.

Section 2. At the Annual Meeting, the chairman of the Nominating Committee will report the committee's recommendations as to candidates, who have previously expressed a willingness to serve. The President will entertain a motion for possible other nominations from the members present at the meeting. If there are no opposing nominations, then a motion will be in order to consider the candidates presented by the Nominating Committee as duly elected. Consent of all nominees must be secured before the names can be placed on the ballot. When an opposing slate is presented, a secret ballot shall be held. Those candidates receiving the plurality of the votes cast shall be considered elected.

Section 3. - Installation of Officers & Directors:

1. Newly elected Officers & Directors shall be installed immediately following the election. An installing officer previously secured by the Vice-President shall conduct installation. New officers shall assume their offices at the adjournment of the meeting.

2. All outgoing officers shall promptly turn over to their successors all records or properties pertaining to their offices.

Section 2. Membership shall be on a household basis, with each member of the household or property owner entitled to a single vote.

Section 3. Membership in this Association is voluntary and by choice of the residents or property owner of the City of Indian Rocks Beach, Florida.

Section 2. If dues are not paid by or at the annual meeting, the member shall be notified and taken off the active membership list and placed on the inactive membership lists.

Section 3. Reinstatement can be made upon payment of the current dues.

Section 2. Funds shall be expended only for the operation of the Association and for the local activities involving the community of Indian Rocks Beach, as directed by the Executive Board or approved by the membership.

Section 2. President: preside at meetings; appoint chairpersons of standing committees; appoint special ad hoc committees; preside at Executive Board meetings; be an ex-officio member of all committees except the Nominating Committee; work in cooperation with and assist the Membership Chairperson; sign checks in the absence of the Treasurer; and perform other duties as may be assigned by the membership or Executive Board.

Section 3. Vice-President: preside at all meetings in the absence of the President; act as Program Chairperson; work in cooperation with and assist the Membership Chairperson; perform other duties as may be assigned by the President or Executive Board.

Section 4. Secretary: keep the minutes of all meetings and inventory of all property; be responsible for and have access to all records belonging to the Association; make these records available to members upon reasonable request; have the primary responsibility of handling all correspondence, except as otherwise provided. Copies of all correspondence, notices, bulletins and other communications are to be dated and kept in chronological order except as otherwise provided; work in cooperation with and assist the Publicity Chairperson.

Section 5. Treasurer. The Treasurer will receive and keep accurate record of all monies received and disbursed by the Association and shall deposit same in checking account with a banking institution as designated by the Executive Board. The Treasurer is authorized to pay all approved bills by check, to sign checks; subject to such regulations as may be imposed by the Executive Board. He shall report receipts and disbursements at each meeting. The records shall be duly examined and verified annually by an auditing committee appointed by the President. In the absence of the Treasurer, checks may be signed by the President or any other Executive Board member designated by the Executive Board subject to such regulations as may be imposed by the Executive Board.

Section 6. Board of Directors: the Board of Directors shall consist of five (5) members minimum. To provide continuity of experience, the term of office shall be two years, with two (2) members elected each year. The immediate past-president shall serve as the fifth member of the Board of Directors. The Executive Board may appoint up to four additional Directors to serve at the pleasure of the board in order to meet the needs and goals of the Association, none of which may hold any publicly elected office. A member of the Board of Directors may be removed after missing three boards meetings without prior approval.

Section 7. The Board shall meet at the call of the president or as they deem necessary. The purpose of the Board of Directors is that of advising or recommending policy to be followed by the association.

Section 8. Vacancy. In the event of a vacancy in the office of the Vice President, Secretary, Treasurer or Board Member, the President with the approval of the Executive Board will appoint a member qualified to fill the office for the unexpired term.

Section 9 Acting Officer a member of the Executive Board can serve concurrently as an officer in an acting capacity until a successor is in place.

Section 10 Any Office or Board Member that misses three consecutive meetings without prior notification of the Executive Board may be replaced. The President with the approval of the Executive Board will appoint a member qualified to fill the vacancy for the unexpired term.

Section 2. The function of the Executive Board is administrative with power to represent the membership and carry out their mandates. They may investigate and gather information necessary for them to make recommendations pertinent to the welfare of the community. They may do all things, which in their judgment will be of benefit to the community, subject to the limitations imposed in Section 3 below.

Section 3. They shall have no power to obligate financially or commit the Association to any expenditure beyond the earmarked funds in the treasury without the express consent granted by the membership at any legal meeting.

Section 4. Regular Executive Board meetings shall be held bimonthly at a time and place determined by the President. Special meetings of the Executive Board may be called by the President when necessary or by two members of the Executive Board.

Section 5. Quorum: An assembly of five members of the Executive Board shall constitute a quorum.

Section 6. The Executive Board shall appoint an agent to serve as the registered agent with the Secretary of State for the Incorporation of the Association.

Section 7. Rules & Procedures the Executive Board may establish rules and procedures consistent with the Constitution and By Laws

Section 8. No Indian Rocks Beach elected official may be on the Executive Board during their term of office. Any Officer or member of the Board of Directors elected to office during their term must resign from the Executive Board within 30 days of their taking office.

Section 2. There shall be a Membership Standing Committee. The Executive Board shall have the power to establish additional standing committees.

Section 3. All outgoing committee, Chairpersons shall turn over to their successors all records and properties pertaining to their committees as soon as successors are appointed.

Section 4. It is desirable that committee chairpersons be named as soon as practicable, but in no event shall the naming of the chairpersons of standing committees be delayed beyond thirty (30) days from the date of the election of the Officers.

Section 2. There shall be at least four (4) meetings each year and all members shall be notified as to time and place.

Section 3. Special meetings shall be called by the President, upon the request of two (2) members of the Executive Board, or by petition of at least ten (10) members. All members of the Association shall be notified of the time and place of such meetings.

Section 4. Quorum: A quorum consists of ten (10) members,

Section 5. Majority: At any legal meeting, an affirmative vote of the majority of the membership present is necessary to carry any motion duly made and seconded, or to pass affirmatively any resolution or transact any other business that may properly come before said meeting. Proxy votes shall not be cast.

Section 6. Roberts' Parliamentary Rules of Order shall prevail.

Section 1. Every Officer and Director of the corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him or her in connection with any proceeding to which he or she may be made a party, or in which he or she may become involved, by reason of his or her being or having been a Board member, Officer, or Agent of the corporation or is or was serving at the request of the Corporation as a Board member, Officer, or Agent of the Corporation, or any settlement thereof, whether or not he or she is a Board member, Officer, or Agent at the time such expenses are incurred, except in such cases wherein the Board member, Officer, or Agent is adjudged guilty of willful misfeasance or malfeasance in the performance of duties; provided that in the event of a settlement the indemnification herein shall apply only when the Executive Board approves such settlement and reimbursement as being for the best interests of the corporation.

Section 2. The corporation shall indemnify any person who is or was a Board member, Officer, or Agent of the Corporation or is or was serving at the request of the Corporation as Board member, Officer, or Agent of the Corporation, against expenses of suit, litigation or other proceedings, which is specifically permissible under applicable law.

Section 3. The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this article.