SIXTH RESTATEMENT OF THE BYLAWS OF

NORTH TAMPA BAR ASSOCIATION, INC., A NONPROFIT CORPORATION

‌ARTICLE I - NAME

The name of this association is "NORTH TAMPA BAR ASSOCIATION, INC.", formerly known as "CARROLLWOOD BAR ASSOCIATION, INC.",

incorporated under the provisions of Chapter 617 of the Florida Statutes, hereinafter sometimes referred to as the "Association."

‌ARTICLE II - OBJECTS

The objects of this Association shall be to protect and promote the best interests of the residents and practicing attorneys of the area hereinafter set forth; to promote and encourage a better community and civic spirit; to foster goodwill and friendship between and among all the residents and the practicing attorneys of said area; to elevate the standard of the practice of law in said area; to represent the interests of its members in matters of legislation, regulation and other pertinent subjects; to cooperate with county, town, city and court officials and with other civic and public organizations for the general welfare of the entire North Tampa community; and to do any and all other things which come within the scope of the Association's By-laws which will aid the Association, any member and the community.

‌ARTICLE III - AREA

The area to be covered and encompassed by the activities of this Association shall be that area located in Northwest Hillsborough County, Florida bounded by the Highway 54 to the north, North Nebraska Avenue, (a/k/a U.S. 41) to the East, Waters Avenue to the South and the Hillsborough-Pinellas County lines to the West.

‌ARTICLE IV - MEMBERSHIP AND VOTING

Membership shall be of three classes. Active, Affiliate and Honorary.

1. Active Membership. Practicing and active members of The Florida Bar with a principal place of business, or residence, in the area hereinabove shall be eligible for Active Membership in the Association. Each such member shall be entitled to vote as set forth herein below. Members of the Board of Directors shall maintain eligibility for Active Membership even upon a change in principal place of business or residence, including through re-election, until

   such time that they are no longer members of the Board.

2. Affiliate Membership. Any individual or business entity that is not licensed to engage in the practice of law and is professionally connected with but not normally engaged in the practice of law may be an affiliate member, provided that such individual or business entity conducts business in the area set forth herein above. In addition, any individual who is engaged in the practice of law and is an active member of The Florida Bar, but whose principal place of business and residence is outside the area hereinabove described, may be an affiliate member. No person holding an Affiliate Membership shall be eligible to hold any elective office in the Association or to vote on matters affecting the Association. The Board of Directors may establish written policies and procedures whereby to limit the number of affiliate members by either (i) the number of affiliate members as a certain percentage of the total number of the members of the Association, and/or (ii) the number of affiliate members within each classification of profession.

3. Honorary Membership. Honorary membership may he bestowed upon any members who have distinguished themselves within the Association, the profession or the community. Such membership shall only be bestowed by special invitation of the majority of the Board of Directors. No person holding an Honorary Membership shall be eligible to hold any elective office in the Association, or to vote on matters affecting the Association.

4. Attendance. Attendance at monthly meetings is highly encouraged.

5. Termination of Membership. Any member whose dues are paid in full and are not in violation of any of the By-laws and Articles of Incorporation of the Association is a member in good standing. Any member in good standing may resign at any time, and such resignation is effective upon the Board of Directors receipt of that member's letter of resignation. Any member may be suspended for a period, or expelled, for cause such as a violation of any of the By-laws, Rules, or Articles of Incorporation of the Association. Any suspension or expulsion shall be by a hearing before a committee of at least three (3) members appointed by the Board who are not officers, directors, or employees of the Association, or the spouse, parent, child, brother, or sister of an officer, director, or employee. If the committee, by majority vote, does not approve of a proposed suspension or expulsion, it may not be imposed. Notice of such action by the committee shall be mailed to the member charged, at their last recorded address with the Association, at least fifteen (15) days before action is taken thereon. The notice of charge(s) shall state the charge(s), the time and place the committee is to take action, and provide the member with the opportunity to present a defense to the charges. Any member whose membership is terminated, whether by resignation, suspension or expulsion,

shall have no right to any refund of dues previously paid to the Association.

‌ARTICLE V - CERTIFICATE OF MEMBERSHIP

A Certificate of Membership in such form as may be prescribed by the Board of Directors may be issued to each member.

‌ARTICLE VI - AUTHORITY OF MEMBERSHIP

No member shall have the Power or right to act or speak for the Association, unless such member is an Officer\Director, or other authorized representative, acting in the course, and within the scope or authority entrusted in him by the Board of Directors. Use of the name, logo, or other material identifying or implying that an individual or business entity is a member, is exclusively reserved for active members in good standing.

Unauthorized use of these materials by others including representations of membership, either verbal or written is prohibited. Members who resign or are terminated shall remove any and all forms of identification that would indicate membership in the Association. Failure to do so may be cause for legal action at the discretion of the Board of Directors. In the event that a former member fails to comply with the provisions of this paragraph, such former member acknowledges that the Association will not have an adequate remedy at law and the Association shall be entitled to equitable and injunctive relief as may be reasonably necessary to restrain or force the former member to comply with their obligations under this paragraph. Nothing herein shall be construed as prohibiting the Association from pursuing any other remedies available for breach or threatened breach of the former member's obligations, including recovery of damages from such former member.

‌ARTICLE VII - APPLICATION

Application for membership shall be made to the Treasurer or other designee as set forth by the Board of Directors on forms provided by the Association.

‌ARTICLE VIII - DUES

Annual dues shall be payable by all members. The annual membership dues shall be set by the Board of Directors. The dues, payable in advance, shall cover the twelve (12) month period beginning January 1, of each year and ending on December 31, of the same year. The annual membership dues may be raised or lowered by a majority vote at any meeting of the Board of Directors. Any change in the amount of annual membership dues will become effective immediately. There may be proration of annual dues as approved by the Board of Directors at any regular or special meeting. Any member failing to

pay his dues, or obligations of any kind due to the Association, for a period of two (2) months after they are due, shall forfeit his rights to membership and he shall be dropped from the membership roll.

‌ARTICLE IX - FISCAL YEAR

The fiscal year of this Association shall he the calendar year beginning on January 1, and shall terminate on December 31, annually.

‌ARTICLE X - FINANCES

The activities of the Association shall be financed by annual dues of the members of the Association or any other means as approved by the Board of Directors.

‌ARTICLE XI - AUDIT OF BOOKS

The Board of Directors may at any time employ an independent certified public accountant to conduct a compilation, review or audit of the books of account of the Association. Such compilation, review or audit shall be reported to the Board of Directors within three (3) months, or at the next following regular meeting of the Board of Directors, whichever is sooner, at which time the compilation, review or audit shall be approved or further action instituted.

‌ARTICLE XII - BOARD OF DIRECTORS

1. Composition and Term of Service. The Association shall be governed by a Board of Directors consisting of up to Fourteen (14) Active Members. The Board of Directors shall include the President, the President Elect, the Immediate Past President, the Secretary, the Treasurer, and up to Nine (9) elected At Large Directors. The At Large members of the Board of Directors shall serve as directors of the Association for a period of two (2) year terms, from January 1 of the year following their election, to December 31 of the succeeding year, or until the earlier of their resignation, removal or death. The At Large members of the Board of Directors shall serve staggered terms, such that each year the term of one-half (1/2) of the members of the At Large members of the Board of Directors shall expire.

2. Election to Board. The directors shall be elected annually in accordance with the voting procedures as established by the Board of Directors. Election to the Board of Directors shall be by confidential ballot of the Active Members, each such Active Member being entitled to cast one vote for each opening on the Board of Directors being filled. Only Active Members in good standing or a duly authorized representative of an Active Member designated by proxies shall be permitted to vote. Proxies and absentee ballots

   shall be recognized by procedure as approved by the Board of Directors. A plurality of the votes cast shall be required to elect. Vacancies occurring on the Board shall be filled, until the next annual election, by vote of the remaining members of the Board of Directors. As further described in Article XIV hereafter, the officers of the Association shall be elected annually by the Board of Directors at the November general meeting of the Board of Directors from and among (i) those Active Members who are then currently serving as members of the Board of Directors and (ii) those Active Members who have been nominated as a candidate for vacancies on the Board of Directors as set forth below in Section C. Subsequent to the election of the officers of the Association, the Board of Directors shall determine the number of Directors to be elected based upon the vacancies on the Board of Directors as a result of the terms of certain members of the Board of Directors expiring in accordance with the staggering of the two (2) year terms. The number of Directors to be elected and the names of the Active Members who have been nominated as a candidate for vacancies on the Board of Directors shall be announced by the President at the November general meeting of the members of the Association. In addition, at the November general meeting of the members of the Association, the President shall announce the voting procedures as established by the Board of Directors for the election process. The voting by the Active Members of the Association shall be conducted from November 15 through November 30, with the election results for the vacancies on the Board of Directors being announced as soon as reasonably possible subsequent to the official counting and certification of the votes.

3. Nominations. Any Active Member of the Association may nominate himself or herself as a candidate for vacancies on the Board of Directors to be filled on an annual basis by submitting his or her name and address in writing to the President of the Association no later than October 31st. No individual shall be nominated for officer or director who is not a member in good standing with the Association.

4. Removal of Directors. Any director may be removed by the concurrence of seventy-five percent (75%) of the Active Members of the Association present at a special meeting of the members called for that purpose in the manner provided for herein for special meetings of the Association when a quorum of Active Members is represented.

5. Management of Association Property. Property of the Association may be used or disposed of only in accordance with the directions of the Board of Directors. The Board of Directors, at its January meeting, shall approve a budget prepared by the Treasurer, showing anticipated receipts and disbursements. The Board of Directors shall have the power to authorize the President or other designated persons to bind the Association to contracts and

   to borrow money for the Association, provided however, that the Association shall not incur any debts or liabilities exceeding Five Thousand Dollars ($5,000.00) absent approval of 75% of the Directors.

6. Insignia, Colors, Badges and Flags. The Board of Directors may adopt insignia, colors, badges and flags for the Association as it deems desirable.

7. Signature of Contracts and Formal Documents. No contracts or formal documents shall be signed or entered into by any officer or director until after approval by the Board of Directors.

8. Vacancy. In the event of any vacancy on the Board of Directors, the Board of Directors may appoint to the Board any Active Member who is licensed to practice law in any United States jurisdiction or territory to serve the remaining term of the vacant seat or a lesser term as set forth by the Board of Directors. Any person appointed to the Board of Directors under this section shall be granted Active Membership in the Association for the duration of their time on the Board, and that person's current license to practice law in any United States Jurisdiction or territory shall serve as a substitute for current membership in The Florida Bar. Board Members appointed under this section shall maintain eligibility for Active Membership as any Board member under Article IV.A.

‌ARTICLE XIII - MEETINGS OF THE BOARD OF DIRECTORS

1. Regular Meetings. Regular meetings of the Board of Directors shall be held on the first Thursday of every month, unless such day falls on a legal holiday in which event the regular meeting for that month shall be held at such time and place as may be designated by the President or by resolution of the Board of Directors.

2. Special Meetings. The President may call a special meeting of the Board of Directors at any time. A special meeting must be called on the written request of any three (3) members of the Board of Directors. At least seven (7) days' notice by mail, email or fax of such meeting must be given to the members of the Board of Directors, which notice must state the object of the meeting.

3. Quorum. Fifty percent (50%) of the Directors shall constitute a quorum at meetings of the Board of Directors.

4. Voting. If a quorum of Directors is present, the affirmative vote of a majority of the Directors represented at the meeting, whether in person or by proxy, shall be the act of the Board of Directors, unless otherwise required by these Bylaws, the Association's Articles of Incorporation, or the laws of the

   State of Florida. Proxies shall be in writing subscribed by the granting Director and shall be presented in advance by the granting Director to the presiding official of the meeting of the Board of Directors to be qualified.

5. Order of Business. At meetings of the Board of Directors, the following shall be the order of business.

   1. Roll call.

   2. Minutes of the preceding meeting and action thereon.

   3. Reports of officers and committees.

   4. Elections.

   5. Old business.

   6. New business.

   7. Adjournment.

      
      

6. Attendance. Any member of the Board of Directors who shall be absent from three (3) meetings of the Board of Directors during a calendar year, unless s/he shall present satisfactory excuse(s), may be determined by a majority of the Board of Directors to have resigned as a member of the Board of Directors, and in that event that member shall cease to be a member of the Board of Directors. That member may, however, be reinstated by a majority vote of the Board of Directors. Attendance at a meeting of the Board of Directors shall be constituted by such member attending the meeting in person, telephonically, or by other acceptable electronic means, for the substantive duration of the entire meeting.

7. Written Action. Unless otherwise provided, any action required or permitted by law to be taken at a Board of Directors meeting or committee meeting may be taken without a meeting if the action is taken by a majority of the members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken and signed by a majority of the Board of Directors. Any such action shall be effective when the last Director constituting a majority or committee member, as the case may be, signs the consent, unless the consent specifies a different effective date.

‌ARTICLE XIV - OFFICERS

1. Designation of Officers. The officers of the Association shall be a President, a President Elect, an Immediate Past President, a Secretary and a Treasurer. The officers shall serve one (1) year terms, and shall be elected from the Active Members who have been nominated to serve as a member of the Board of Directors. A President Elect, Secretary, and Treasurer shall be elected annually by the Board of Directors at the November Board of Directors' meeting, or, in the event a quorum of directors are not present, at the next regular meeting of the Board of Directors in which a quorum is present. The

   officers shall hold office until their successors shall have been elected, or until their earlier resignation, removal from office, or death.

2. Duties of President. The President shall be chief executive of the Association, charged with the duty of supervising all of its functions, subject to the orders of the Board of Directors. The President shall preside over all meetings of the Association and the Board of Directors, and shall be an ex officio member of all committees.

3. Duties of President Elect. The President Elect shall assume the office of President at the conclusion of the term of office as President Elect. The President Elect shall perform such duties as the President or the Board of Directors may from time to time assign. The President Elect shall perform the President's duties in the event of the President's absence, illness, disability, death or removal.

4. Duties of Immediate Past President. Upon the expiration of the President's term, said President shall become the Immediate Past President. The Immediate Past President shall perform such duties as the President or the Board of Directors may from time to time assign. The Immediate Past President shall perform the President's duties in the event of both the President's and the President Elect's absence, illness, disability, death or removal.

5. Duties of Secretary. The Secretary shall conduct the correspondence of the Association, issue notices of and keep minutes of all meetings of the Association and its Board of Directors, be custodian of the records and discharge such other duties as may be assigned to him by the Board of Directors or the President.

6. Duties of Treasurer. The Treasurer shall collect all the membership dues, keep the roll of all members, and shall have the care and custody of all the funds and property of this Association, which shall be disbursed by him only upon the order of the Board of Directors or President. The Treasurer shall submit a report for the preceding year at the January meeting and shall render special reports when requested to do so by the Board of Directors. The Treasurer shall deposit all funds in the name of the Association in such banks or credit unions as may be designated by the Board of Directors. In the absence or incapacity of the Treasurer, the power to sign checks may be delegated by the Board of Directors to one of its other members.

7. Vacancy. Should a vacancy occur by death, resignation or otherwise, the same may be filled by a majority of the Directors.

8. Removal. Any officer may be removed by the Board of Directors by a majority of the Directors, with or without cause, whenever in their judgment

the best interest of the Association will be served thereby.

‌ARTICLE XV - COMMITTEES

Committees may be appointed from the Association members by, and have the number of members from time to time determined by, the Board of Directors. The Board of Directors may delegate to committees the power to transact and conduct itself in the nature and scope delegated to them by the Board of Directors. The committees shall keep full minutes of its meetings and report the same to the Board of Directors.

‌ARTICLE XVI - MEETINGS OF ASSOCIATION

1. Regular Meetings. Regular meetings of the Association shall be held on the second Thursday in each month or any other date, at such time and place as may be designated by the Board of Directors of the Association.

2. Special Meetings. Special meetings of the Association may be called at any time by the President, and must be called at any time by the President, or in the President's absence by the President Elect or the Immediate Past President, on the written request of a majority of the Board of Directors, or on the written request of not less than ten (10) Active Members of the Association entitled to vote. Ten (10) days' notice of any special meeting must be given to the members of the Association. Such notice must state the time, place, and purpose of the meeting.

3. Quorum. A quorum at all meetings of the Association shall consist of at least Thirty (30%) percent of the Active Members in good standing entitled to vote. If a quorum of Active Members is present at a meeting, the affirmative vote of a majority of the Active Members represented at the meeting, whether in person or by proxy, shall be the act of the members of this Association, unless otherwise required by these Bylaws, the Association's Articles of Incorporation, or the laws of the State of Florida. Proxies shall be in writing subscribed by the granting member and shall be presented in advance by the granting member to the presiding official of the meeting to be qualified.

4. Order of Business. At regular meetings of the Association, the following shall be the order of business.

   1. Reports of officers.

   2. Reports of committees.

   3. Old business.

   4. New business.

   5. Address of guest speaker and discussion thereon.

   6. Adjournment.

‌ARTICLE XVII - SEAL

The seal of the Association shall he circular and shall bear the words "NORTH TAMPA BAR ASSOCIATION, INC.", the word "Florida", the words "Corporation not for profit' and the year of incorporation, in accordance with the impression made at the margin of this page.

‌ARTICLE XVIII - RULES OF ORDER

"Robert's Rules of Order' shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.

‌ARTICLE XIX - AMENDMENTS

The Bylaws of this Association may be amended or revised by the Board of Directors by majority vote of all Directors, or by the affirmative vote of a majority of the Active Members present at any regular or special meeting of the Association when a quorum of Active Members is represented, provided that ten (10) days prior written notice is provided to the Board of Directors (if the amendment is proposed by a Director) or ten (10) days prior written notice is provided to the Active Members (if the amendment is proposed by an Active Member) of any such meeting, and such written notice contains the proposed amendment or amendments.

‌ARTICLE XX – DISSOLUTION

This Association may be dissolved by the vote of a two-thirds (2/3) majority of its Active Members when a quorum of Active Members is represented. In the event of dissolution, the property of the Association shall he distributed pro rata to its members then in good standing on the rolls of the Association.

‌ARTICLE XXI - INDEMNIFICATION

Each director, officer, or employee of the Association, now or hereafter serving as such may be indemnified by the Association, upon approval by the Board of Directors by majority vote of all Directors when a quorum of Directors is represented, against any and all claims and liabilities to which he or she, when acting in good faith on behalf of the Association, has or shall become subject by reason of serving or having served as a director, officer, or employee, or by reason of any action alleged to have been taken, omitted, or neglected by him or her as a director, officer or employee of the Association, and the Association may reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided,

however, that no such person shall be indemnified against, or reimbursed for any expenses incurred in connection with any claim or liability arising out of his or her own fraud, misrepresentation, or gross negligence. Any indemnification or reimbursement pursuant to this article shall not be exclusive of any rights to which any director, officer, or employee of the Association may otherwise be entitled to by law.

Approved by email vote on December 22, 2022, by a vote of a majority of the directors of the Association. This Sixth Restatement replaces the earlier Bylaws and all amendments thereto.