BYLAWS OF EASTSIDE CLUB, INC. (A corporation not for profit) Revised October 1st, 2000 Section 1.1. MEETINGS. The February Board of Director’s meeting of the corporation shall be held on the third Sunday of February of each year at the time and place specified in the notice of the meeting to review the previous years financial report. The election of Officers and Directors shall be conducted annually at the November meeting and elected officials shall serve a term from January 1st through December 31st of the next successive year. Quarterly meetings shall be conducted on the third Sunday of February, May, August, and November unless specifically called on a different day or month due to scheduling conflicts. These meetings shall be used to conduct the business of the club. The Chairman of the Board shall provide the opportunity to all members, who are not Directors, to voice opinions on all subjects being discussed. Only Directors are allowed to vote during a quarterly meeting. Special meetings of the members shall be held when directed by the Chairman of the Board, President of the Board, the Board of Directors or when requested by one tenth of the members whose dues are current. A meeting requested by the members shall be called for a date not less then ten or more than sixty days after the request is delivered to the Chairman of the Board. Section 1.2. PLACE. Meetings of the members’ shall be held in Orlando or Orange County, Florida at the place specified in the notice of the meeting. Section 1.3. NOTICE. A meeting notice shall be issued by the secretary unless the Chairman of the Board, Board of Directors or members requesting the meeting designate another person to do so. The person designated to issue the call, shall mail by first class to each member at the address shown in the records of the corporation or shall post at the Eastside Club in a minimum of three locations the agenda, date, time and location of the meeting. This notice shall be sent not less then ten nor more than sixty days before the date set for the meeting. The notice shall state the purpose of the meeting and the time and place it is to be held. Attendance at a meeting by a member constitutes a waiver of notice unless at the beginning of the meeting he objects to it because it is not legally called. Notice may be waived before, during, or after a meeting. Section 1.4. RECORD DATE. The board of directors may fix a date and time, as the record date on which the members of record who are entitled to notice of and to vote at the meeting, and any adjournment of it, are determined. MEMBERS SHALL BE ELIGIBLE TO VOTE, PROVIDED THEIR DUES HAVE BEEN PAID FOR THE 2 MONTHS PRIOR TO THE MONTH IN WHICH THE MEETING IS HELD. If no date is fixed under this section, the date on which notice is delivered, shall be the record date for the determination of members.  Section 1.5. VOTING RECORD. The secretary shall make a list of the members entitled to vote at each meeting on the day of the meeting, containing the names and addresses of each eligible member. The list shall be kept at the principal office of the corporation until the meeting. The list shall be recorded as part of the meeting minutes. When authorized by resolution of the Board of Directors, voting may be conducted by mail in the manner prescribed in the resolution. Section 1.6. BUSINESS TRANSACTED. No act of the membership is valid unless taken at a meeting called with notice given as provided in these bylaws or unless the notice is waived by all members not present at the meeting. No business may be transacted except that specified in the notice or permitted by these bylaws or by Florida law unless all members entitled to vote are present or waive notice, in which case any business may be transacted. Section 1.7. QUORUM. The eligible members present entitled to vote constitute a quorum at a meeting of membership unless law requires a larger number. The act of a majority of members at a meeting at which quorum is present is the act of the members unless a larger number is required by law. After a quorum is established, the withdrawal of members that reduces the number below that required for a quorum shall not affect the validity of any action taken at the meeting or any adjournment of it. Members have voting rights at the November election meeting and Special meetings specifically requiring a vote by the membership at large. Section 1.8. ADJOURNMENTS. If a quorum is not present at a called meeting, the presiding officer may adjourn it to another time without notice other than by announcement at the meeting of the time and place to which it is adjourned until a quorum attends. If the members decide to adjourn for any other reason, the meeting shall be adjourned in the same manner. Any business may be transacted at the reconvened meeting that might have been transacted at the meeting originally called. If the board of directors fixes a new record date after the adjournment, a new notice shall be sent in accordance with Section 1.4. Section 1.9. PROXIES. A member entitled to vote at a meeting of the membership may be represented and vote by proxy, appointed in writing and delivered to the secretary of the meeting a minimum of seven days prior to the meeting. If two or more persons are named as proxies, a majority of them present at the meeting, or if only one is present, that one, has all authority conferred by the writing unless it provides otherwise. If the persons acting as proxies are evenly divided, the vote shall be prorated. A proxy expires 11 months after its date unless it provides otherwise. The death or incompetence of a member does not revoke a proxy unless written notice of the death or incompetence is received by the secretary before the meeting. A proxy can be revoked at any time unless otherwise provided in the proxy and as authorized by law. Section 1.10. VOTING. Each member entitled to vote at a meeting of the membership is entitled to one vote on each matter presented at the meeting.  Section 1.11. RESIGNATION. A member may resign by filing a written resignation with the secretary but the resignation does not relieve the member of any obligation then due to the corporation. Section 1.12 TERMINATION. The Board of Directors may suspend or expel a member for cause by affirmative vote or two thirds of all members of the board. The member shall be notified in writing of the cause for suspension or expulsion at least ten days before the meeting at which the board of directors will consider the question. If the member requests a hearing at or before the meeting, the board shall accord him or her a fair and impartial hearing at the meeting or at a subsequent time set by the board. The club manager at the direction of the President shall terminate the membership of any member who becomes ineligible for continued membership or who refuses to pay any sum due to the corporation. BOARD OF DIRECTORS Section 2.1. NUMBER. This corporation shall have ELEVEN DIRECTORS, NINE VOTING DIRECTORS AND TWO ALTERNATE DIRECTORS CHOSEN AT THE NOVEMBER ELECTION MEETING BY THE MEMBERSHIP AT LARGE. Section 2.2. FUNCTION. The Board of Directors shall manage the business and property of the corporation and exercise its corporate power. Section 2.3. POWERS. The Board of Directors has power to: • Make contracts for the conduct of the business of the corporation. • Conduct business, have one or more offices and buy, hold, mortgage, sell, transfer, convey, improve, lease, create a security interest in or otherwise dispose of real or personal property in this or any other state, territory, possession or dependency of the United States and in foreign countries. • Purchase the assets of other corporations. • Acquire, use and dispose of patents, trademarks, copyrights, licenses or rights or interest in them. • Lend money for corporate purposes, hold, sell, transfer and convey property to obtain payment of a debt or liability to the corporation. • Subscribe for, endorse, purchase, hold, sell, vote, transfer, mortgage, pledge, use or otherwise dispose of the share of the capital stock of, or any bonds, securities or other evidence of debt issued by, other corporations, associations, partnerships or natural  persons of governmental agencies and exercise all the rights, power and privileges of ownership, including the right to vote stock. • Sue and be sued in the corporate name. • Make gifts for charitable, educational or scientific purpose. • Contract debts and borrow money at such rates of interest, not to exceed the legal rate, and on such terms as are necessary or expedient and issue and sell or pledge bonds, debentures, notes and other evidence of debt, whether secured by corporate property or not. • Exercise all other powers conferred by statute, the common law or these bylaws on corporations not for profit of directors. • Set dues payable by members. Section 2.4. QUALIFICATIONS. Each director shall be at least 18 years of age. Directors shall be members. No director may serve who has not attained a minimum of one (1) year of sobriety as of the date of election. If at any time a director shall breach, or in any way forfeit his/her sobriety, then that director shall be automatically removed from the board of directors. Section 2.5. ELECTION AND TERM. Each director shall be elected at the November meeting by a plurality of votes cast at the election and shall hold office from January 1st through December 31st of the next successive year after the election, or until his/her earlier resignation, removal or death. Directors may be removed with or without cause by a majority vote of the members at a meeting called for that purpose. Section 2.6. VACANCIES. Vacancies in the board of directors shall be filled until the next annual meeting of the members by a majority vote of the directors remaining in office even though the remaining directors do not constitute a quorum. Section 2.7. QUORUM. A majority of 2/3 of 9 directors (6 minimum) constitute a quorum at a meeting of the Board of Directors. The act of a majority of the directors present at a meeting when a quorum is present is the act of the board of directors unless a larger number is required by law. Section 2.8. MEETINGS. THE ANNUAL MEETING OF THE BOARD OF 3RD DIRECTORS SHALL BE HELD ON THE SUNDAY OF NOVEMBER IMMEDIATELY FOLLOWING THE QUARTERLY MEETING HELD ON THE SAME DATE. IN ADDITION, REGULAR QUARTERLY MEETINGS WILL BE HELD ON THE 3RD SUNDAY OF FEBRUARY, MAY, AND AUGUST. THE FEBRUARY MEETING SHALL REQUIRE A FINANCIAL REPORT OF THE CORPORATION FOR THE PREVIOUS YEAR. Other meetings may be held at the times and places the Board of Directors fixes or on the call of the Chairman of the Board  or by any two directors. Notice for each special meeting shall be given by the secretary to each director not less than two days before the meeting unless a director waives notice at, before or after the meeting. Notice shall be given by personal delivery telephone, cable, telegram, email, or US Mail. Attendance at a meeting by a director constitutes a waiver of notice unless at the beginning of the meeting he objects to it because it is not legally called. Any business may be transacted at a meeting at which directors are present, even though without notice. Members of the Board of Directors may participate in a meeting by telephone or similar communication equipment if all persons participating can hear each other. Section 2.9. VOTING. ABSTENTION FROM VOTING ON A PARTICULAR ISSUE SHALL NOT BE ASSUMED TO BE A NAY OR YEA VOTE. Section 2.10. ACTION WITHOUT MEETING. The board of directors may act without a meeting if written consent to the action is signed by all of the directors. The consent shall be filed in the minutes. Section 2.11. PLACE. Meetings of the board of directors will be held in Orange County Florida. Section 2.12. EXECUTIVE COMMITTEE. The executive committee of the board of directors shall consist of the chairman of the board, president, vice-president, secretary and treasurer. The chairman of the board will be the chairman of this committee. The executive committee will be responsible for the overall running and operation of the corporation. The president shall be responsible for direct hands on day to day action necessary for the corporation and will report to the executive committee for review of actions taken by him/her. The executive committee shall adopt guidelines which establish polices and authorities granted the club manager. Section 2.13. OTHER COMMITTEES. The board of directors may establish standing committees by resolution. The board of directors or the chairman of the board may establish temporary committees. The chairman of the board shall appoint and may remove at any time the chairman, vice chairman and members of committees, all of who shall be members of the corporation. A majority of a committee constitutes a quorum and the act of a majority of the members of the committee present at a meeting at which a quorum is present shall be the act of the committee.  OFFICERS Section 3.1. EXECUTIVE OFFICERS. The corporation shall have a Chairman of the Board, a President, a Vice President, a Secretary, and a Treasurer. All Executive Officers shall be members of the Board of Directors and shall be elected by a plurality vote of the Board of Directors at the November quarterly meeting. Officers shall hold office until the next election of the membership or until his/her successor is elected and qualifies or until his/her earlier death, removal or resignation. No Officer shall hold more than one office. Section 3.2. CHAIRMAN OF THE BOARD. The chairman of the board shall preside at meetings of members and the board of directors. The chairman of the board shall be the chairman of the executive committee and shall call meetings of that committee on an as needed basis. He/she shall be the Chief Executive Officer of the corporation. The Chairman of the board shall perform all duties as directed by the board of directors. The Chairman may call special meetings of the board of directors and shall instruct the secretary to issue such orders as prescribed in these bylaws. Section 3.3. PRESIDENT. The president at the direction of the chairman, board of directors, and the executive committee has the responsibility of the day to day activities of the corporation. The president shall have the right to take immediate disciplinary action when the safety of members or guests is in jeopardy. This action shall be reviewed by the executive committee at their next meeting or at a meeting called for this purpose. The president shall assume the duties of the chairman of the board in his absence. Section 3.4. VICE PRESIDENT. The vice president shall assume the duties of the president in the event of his absence. He shall also perform any duties prescribed by the board of directors. Section 3.5. TREASURER. The treasurer has custody of all corporate funds and financial records shall keep full and accurate accounts of receipts and disbursements and render account of them when required by the chairman of the board, executive committee or board of directors and at the annual meeting of members. The treasurer shall perform other duties as prescribed by the board of the directors. Section 3.6. SECRETARY. The secretary of the corporation shall be responsible for the upkeep and maintenance of corporation records except the financial records. The secretary shall record the minutes of all board of director, executive committee and meetings of the members. The secretary shall send notices of meetings as prescribed by these bylaws and shall perform the other duties prescribed by the board of directors.  DIRECTORS Section 3.7 DIRECTORS (TOTAL ELEVEN). The Board of Directors shall consist of the five executive officers, four voting directors and two non-voting directors. Those Directors not Executive Officers and their designation (Voting or Non-Voting) shall be properly identified by the secretary at the start of each meeting when calling the role. When properly called at a meeting the four voting Directors shall have all rights as designated by the Board to a Director including but not limited to the right to vote on all matters presented to the BOD. When one of the four Voting Directors or an Executive Officer is absent, the Chairman shall designate which of the two alternates shall assume the voting rights of the absent Voting Director. The Board of Directors shall have the authority to appoint personnel to perform specific functions. These personnel are not Directors of the corporation. APPOINTEES Section 3.8. COMPTROLLER. The board of directors may appoint a comptroller for the corporation. The comptroller shall be a member of the corporation but shall not be a member of the board of directors. He/she shall not have a vote except at meetings of the members. The comptroller shall create a yearly budget, based on a calendar year, which will be presented to the board of directors at the November board of directors meeting for approval. Upon approval the treasurer shall, supply the comptroller information as needed so that the up to date financial condition of the corporation is available at all times. If a comptroller is not appointed, it shall be the responsibility of the chairman of the board to create a budget for the next calendar year. Section 3.9. CLUB MANAGER. The board of directors may appoint a club manager. The club manager shall be a member of the corporation. The club manager shall not be a member of the board of directors but shall be required to attend board of director meetings. The club manager must have attained a minimum of one (1) year of sobriety as of the date of appointment. If at any time the club manager shall breach, or in any way forfeit his/her sobriety, then the club manager shall be automatically terminated as club manager. The club manager shall be compensated as directed by the executive committee. It shall be the responsibility of the club manager to keep accurate records of club membership and maintain a list of members eligible to vote at the annual election and at any special meetings that are called. The club manager shall collect and deposit all monies from dues, concessions and any other incomes in a timely manner as directed by the executive committee. The maintenance and upkeep of the club is the responsibility of the club manager. The club manager shall follow the guidelines as set by the executive committee and shall be subject to termination by the executive committee if these guidelines are not followed. Section 3.10. REMOVAL. An officer may be removed by majority vote, when a minimum of ¾ of the full board of directors is present at any meeting. The officer may within ten days of the decision of the board of directors appeal their decision in writing and have his or her case brought to a vote of the membership at a special meeting called  for that purpose. Notification of this meeting shall be as required in these bylaws. The decision of the majority of members present at this meeting shall be the outcome of the appeal. Section 3.11 VACANCIES. A vacancy on the board of directors shall be filled by nomination and vote by the board of directors. EXECUTION OF INSTRUMENTS Section 4.1. EXECUTION. Corporate instruments shall be executed by the chairman of the board or president unless some other person is designated to execute the instrument by the board of directors. The board of directors may authorize any person to execute instruments for the corporation. Attesting by the secretary or affixing the corporation or common seal of the corporation is not necessary for the validity of an instrument executed of behalf of the corporation unless law requires affixing the seal. A common seal may be used when expedient instead of the corporate seal. Witnesses to the execution of an instrument on behalf of the corporation are not necessary to its validity unless required by law. Section 4.2. FORM OF SEAL. The board of directors shall designate the Form of corporate seal from time to time. Section 4.3. CHECKING ACCOUNTS. The corporation shall maintain an active checking account. All checks shall require two signatures. All monies shall be dispersed by check except those authorized by a majority vote of the executive committee. RECORDS Section 5.1. REQUIRED RECORDS. The corporation shall keep correct and complete books or records of account, minutes of the proceedings of members, the board of directors and executive committee. Section 5.2. INSPECTIONS. The records or accounts and minutes shall be open for inspection at reasonable times by any member. Persons entitled to inspect the records may make extracts from them. The right to inspect does not extend to a person who has used or proposes to use the information for an improper purpose or who is not acting in good faith. Section 5.3. ANNUAL FINANCIAL RECORD. Unless modified by resolution of the membership, the corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation at the close of the tax year, to be presented by the Chairman of the Board at the February Quarterly Meeting. A profit and loss statement showing the result of its operations during the previous tax year shall be presented. The corporation shall mail a copy of the balance sheet and profit and loss  statement to any member who requests it in writing. The balance sheets and profit and loss statements shall be filled in the registered offices the corporation, shall be kept for five years and shall be subject to inspection during ordinary business hours by any member. ANNUAL REPORT Section 6.1 The corporation shall file an annual report as required by law with the public officer designated by law and shall pay any tax of fee imposed by law for filing it. RESIDENT AGENT Section 7.1. The corporation shall maintain an office in Florida with a resident agent on whom process may be served. The resident may be an individual or corporation. When a change of office location or resident agent is made, the secretary shall notify the public officer designated by law of the change. PROHIBITED ACTS Section 8.1 TRANSFER OF PROPERTY. The corporation shall not transfer any of its property to a director, officer or member, directly or indirectly, for any consideration other than the fair market value of the property paid in cash. Section 8.2. DIVIDENDS. The corporation shall pay no dividend to a member. SPECIAL CONTRACTS Section 9.1. CONFLICT OF INTEREST. No contract or other transaction between the corporation and one or more of its directors or any other corporation, partnership or association in which one or more of the directors of this corporation are financially interested shall be void or voided because of that relationship or interest or because the interested directors are present at a meeting of the board of directors or executive committee that authorizes, approves or satisfies the contract or transaction or because his or their votes are counted for the purpose if the relationship or interest is disclosed and known to the board of directors or committee and its action is taken by a vote that is sufficient without counting the votes of the interested directors. Interested directors may be counted for a quorum at the meeting regardless of their interest. Section 9.2. SALE OF ASSETS. The corporation may not lease, sell, exchange or otherwise dispose of all or substantially all of its property and assets unless the board of directors adopts a resolution recommending the sale, lease, exchange or other disposition and the members authorize the transaction. The notice of the members meeting at which  the matter is to be considered shall summarize the proposed transaction. Authorization for the transaction shall be made by a vote of a majority of the members entitled to vote on the proposal. The members may modify the proposed transaction and approve it as modified. After authorization by the members, the board of directors may abandon the transaction without further action or approval by the members. Section 9.3. INDEMNIFICATION. The corporation may indemnify any person who was or is a party or may be made a party to any threatened, pending legal or administrative action or proceeding when the person indemnified is or was a director, officer, employee, member or agent of the corporation and is a party to the action or proceeding because of his corporate relationship in the manner and subject to the limitations prescribed by Florida law. The corporation may purchase and maintain insurance against liability for all directors, officers, employees, members and agents of the corporation even if the corporation could not indemnify him or her under this bylaw or under law. AMENDMENT Section 10.1. BYLAWS. The board of directors may make, amend or repeal any bylaws at a meeting of the board of directors by a majority vote of those entitled to vote. Section 10.2. DUES. The board of directors shall determine the amount of dues and the time of payment. Section 10.3. DEFAULT. If a member’s dues are not paid for a period of 1 year after it is due, his/her membership shall be terminated by the board of directors as provided in Section 1.13. The changes to these bylaws are approved under Section 2.10 which allows action without a meeting if written consent is signed by all of the directors. This consent is on file with the secretary of the corporation. Approval is effective as of February 4, 1995. The changes to these bylaws are approved under Article IX, of the Articles of Incorporation, dated November 7, 1988 which grants the power to change the bylaws of the corporation when done so in accordance with the rules governing the corporation as stated in the bylaws. In addition, authorization is granted under Section 10.1. of the present bylaws. These bylaws were amended at a special meeting called specifically for this purpose on October 1, 2000. The Directors present have affix their signature to this document stating their acceptance to these revisions and the original of this document is on file at the office of the corporation.  Chairman Al VALENTIN __________________ (Signature & Date) ____________ President PHILIP M. METHE __________________ (Signature & Date) ____________ Vice President JOEL HILL __________________ (Signature & Date) ____________ Treasurer and Resident Agent MICHAEL AQUINO __________________ (Signature & Date) ____________ Secretary KEVIN BAILEY __________________ (Signature & Date) ____________ Board Members JIM GARVEY __________________ (Signature & Date) ____________ TOM GREY __________________ (Signature & Date) ____________ JOE BOURNIVAL __________________ (Signature & Date) ____________ VINNIE RICHARDSON __________________ (Signature & Date) ____________ Alternates LISA RICHARDSON __________________ (Signature & Date) ____________ JACK HAVERHILL __________________ ____________ (Signature & Date)