NOW, THEREFORE, these Amended and Restated By-Laws of FLORIDA
PARENT EDUCATORS ASSOCIATION, INC., a Florida not-for-profit corporation
(these “Amended and Restated By-Laws”), hereby alter, amend, and restate in their entirety, those certain bylaws of the Association as duly adopted at a meeting of the original Board of Directors held June 29, 1984, in Orlando, Florida, and as amended at an annual meeting of the Association on September 28, 1985 in Titusville, Florida, and as amended at subsequent annual meetings of the Association held on June 15, 1996, May 24, 1998, May 26, 2000 and May 24, 2001 in Orlando, Florida (said original bylaws, as heretofore amended, the “Amended Bylaws”).

         Section 1.02. Registered Office. The Association shall establish and continuously maintain a registered office in the State of Florida at such address as the Association shall from time to time designate.

         Section 1.03 Principal Office Address. The principal office of the Association shall be located in Orlando, Florida, or at such other location within or without the State of Florida as the board may determine. The Association may also have other offices at such other places, either within or without the State of Florida, as the Board may determine or as the activities of the Association may require.

         Section 1.04 Mission Statement. The Florida Parent Educators Association (FPEA) exists solely to serve homeschooling families in Florida. The FPEA executes that mission through support for the legal right to homeschool, local school board education and interaction, support group networking, a state convention, local conferences and events, informative communications, and most importantly, by giving individual encouragement, all in accordance with Judeo-Christian principles.

          Section 1.05 Restrictions. All policies and activities of the Association shall be consistent with:

(A) the Association’s Amended and Restated Articles of Incorporation, as amended from time-to-time;

(B) policies and procedures established by the Board of Directors;

(C) Florida Statutes, Chapter 617, the Florida Not For Profit Corporation Act, and, to the extent applicable, Florida Statutes, Chapter 607, Florida Business Corporation Act;

(D) applicable federal, state and local antitrust, trade regulation and other legal requirements; and 

(E) applicable tax-exemption requirements, including the requirements that the Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

          Section 1.09 Purpose. The Association is organized exclusively as a civic league or organization not organized for profit but operated exclusively for the promotion of social welfare, the net earnings of which are devoted exclusively to charitable, educational, or recreational purposes, that qualifies as an exempt organization under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, and any corresponding section of any future federal tax code (the “Code”).
 

          Section 2.01 Classes of Membership; Qualification.

(a) Classes. The Association shall have ONE (1) class of Voting Members, ONE (1)

class of Honorary Members, and ONE (1) class of Non-Voting Members, as

determined by the Board of Directors. Each Voting Membership shall be entitled

to ONE (1) vote on all matters submitted to the Members of the Association for a

vote as follows:

i. Each Voting Member shall be a homeschooling family as a family unit (“Family Unit”);

ii. Each Family Unit shall have ONE (1) vote on all matters on which Voting Members shall be entitled to vote;

iii. Any vote cast by a Family Unit shall be final and irrevocable and, once any Family Unit has cast any vote, such vote may not be retracted by any member of the Family Unit;

iv. In the event there is any controversy concerning any vote cast by any Family Unit, such controversy shall be resolved by the Association official designated in advance by the Board of Directors to administer the vote in such Association official’s sole and exclusive discretion, which resolution shall be final and binding on all persons whomsoever; and

v. Only an adult parent member of the homeschooling family may cast a vote

(b) Voting Members. Voting members shall consist of all families who homeschool in the State of Florida, who have desired to join the Association, have completed an application, and have either (i) paid the applicable dues or (ii) who certify that they cannot afford to pay regular dues and have been granted membership pursuant to the Board’s policies from time-to-time in effect.

(c) Non-Voting Members. Any and all persons or entities who support the purposes of the Association and who have paid dues or have been granted discretionary membership by the Board, including but not limited to, vendors and families who homeschool outside the State of Florida (not otherwise qualified as Voting Members).

(d) Honorary Members. Any and all persons or entities whom the Board determines by a TWO-THIRDS (2/3) vote have supported the purposes of the Association to such an extent to be worthy of honorary membership in the Association.

          Section 2.02 Membership Dues

(a) Members shall pay dues in accordance with the schedule of dues applicable within a class of membership, the definition and criteria of which may be annually assessed and approved by the Board of Directors.

(b) Any member of the Association who fails to renew membership in accordance with the applicable schedule of dues shall cease to be a Member upon the expiration of such current term.

(c) No membership dues or other fees and assessments will be refunded, except at the discretion of the Board of Directors.

          Section 2.04 No Transfer of Membership Rights. No Member may sell, pledge, encumber or otherwise transfer its membership in the Association or a right arising from such membership.

         Section 2.05 Meetings. The Board of Directors may call meetings of their respective Members in accordance with applicable law and these By-laws.

(a)      Place of Meetings.      Meetings of the Members of the Association shall be held at such place within the State of Florida as may be fixed by the Board of Directors or the Chairman of the Association and stated in the notice of meeting or in a duly executed waiver of notice thereof.

(b)      Annual Meeting.         An annual meeting of the members for the election of directors and the transaction of such other business as may properly come before the meeting shall be held each year on such date in the last six months of the Association’s fiscal year as shall be designated by the president of the Association or in the absence or such designation, on the last weekend of May in each year, or on such other date as shall be fixed by the Board of Directors.

(c)      Special Meetings.      Special meetings of the members may be called by the president or the secretary of the Association or by the Board of Directors, and shall be called by the president at the request in writing of the holders  of not less than one-tenth of all the members entitled to vote at the meeting.

          Section 2.07 Quorum. At all meetings of the Members, ONE-HALF OF ONE PERCENT (0.5%) of the total number of the Voting Members as Family Units as applicable, in person or by written ballot, as applicable, shall constitute a quorum for the transaction of business. Notice of a new meeting is not required if the time and place for the new meeting are announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called. In the absence of a quorum, the Chairman may postpone such vote until a substitute meeting can be called. Nothing herein shall require a quorum at the Annual Meeting of the Members to conduct election of directors.

          Section 2.08 Organization. The Chairman, or such person as the Chairman shall designate, shall preside at all meetings. 

          Section 2.09 Voting. At any meeting of the Members, each Voting Member present as a Family Units, as applicable, in person or by written ballot, as applicable, shall be entitled to ONE (1) vote. The list of Voting Members eligible to vote shall be set by the Board of Directors not less than TEN (10) nor more than THIRTY (30) days before the date of the meeting. Except as otherwise provided by statute or these bylaws, any corporate action authorized by a majority of the votes cast at a meeting of the Voting Members which is duly held and at which a quorum exists shall be the act of the Voting Members.

          Section 2.10 Proxy Voting. Proxy voting by members shall not be permitted. The Board of Directors, in its discretion, may submit to the members written ballots on specific issues, which written ballots shall be in the form and substance as the Board, on its sole and exclusive discretion, may determine, which determination shall be final and binding on all persons whomsoever.

          Section 2.11 Action Without Meeting. Any action that may be taken at a meeting of the Voting Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing is signed by not less than the number of Voting Members that would be necessary to authorize or take such action at a meeting of the Voting Members; provided that written notice of any such action is sent to all Voting Members within TEN (10) days after the date of such written action.

          Section 2.12 Voting Lists. For the purpose of determining members entitled to notice of, or to vote at, any meeting of members or any adjournment thereof, for any other proper purpose, the Board of Directors may set a record date which shall not be a date earlier than the date on which such action is taken by the Board of Directors, nor more than SIXTY (60) days and, in case of a meeting of members, not less than TEN (10) days, prior to the date on which the particular action, requiring such determination of members, is to be taken. At such times as the Association has six or more members, the officer or agent responsible for the membership books shall make, or cause to be made, at least TEN (10) days before each meeting of members, a list of the members entitled to vote at such meeting, or any adjournment thereof, with the address of each. Such list shall be kept on file at the registered office of the Association, at the principal place of business of the Association or at the office of the transfer agent or registrar of the Association, if any, for a period of TEN (10) days prior to such meeting and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting of members and shall be subject to the inspection of any member at any time during the meeting.
 

          Section 3.01 General Powers. The property, business and affairs of the Association shall be managed, controlled, and directed by the Board of Directors, subject to any limitations in the Certificate of Incorporation, these By-laws or any other law applicable to the business of the Association. All corporate powers shall be exercised by, or under the direction of, the Board of Directors. The Board of Directors shall act as the chief governing body of the Association.

          Section 3.02 Number and Composition

(a) Number of Directors. The Board of Directors shall consist of as many directors as the board deems necessary to be representatives of geographical districts, and as may be amended from time to time to ensure geographical diversity in the policymaking body of the Association. The state shall be divided into districts and the number of districts may be amended by the Board. One resident of each district shall be elected as a Director. Only a voting member resident of a given district may be elected or, in the case of a vacancy, appointed to the directorship which represents that district. All directors shall enjoy equal voting rights.

(b) Composition. FOUR (4) of the Directors shall be officers. The officers who shall serve on the Board shall be the Chairman, Vice Chairman, Secretary, and Treasurer. If the Chairman relinquishes his District, then the Chairman shall be, ex officio, a Director, with full voting privileges. A new Director shall be elected or appointed for the respective district according to the terms hereof.

(c) Terms. Any person that is a current voting member may nominate any person that is a current Voting Member, including himself, for a position of Director, according to procedures established by the Board, provided that any nominee for a position of Director must reside in the district represented by said position Members may vote by mail or in person during the annual meeting. Ballots may only be made on a form provided by the Association, and must be dated and signed by the member. Elections shall occur at the annual meeting through procedures devised by the Board of Directors.

          Section 3.03 Commitment of Board Members to FPEA. Individuals elected to, or nominated for, a position on FPEA’s board of directors should express a commitment to support the mission of FPEA.

          Section 3.04 Resignation. A director may resign at any time by giving written notice to the Association. The resignation of a director is effective without acceptance when the notice is given to the Association, unless a later effective time is specified in the notice.

          Section 3.05 Removal of Directors. The directors serving on the Board of Directors may be removed at any time for cause as determined by a majority vote of the Board of Directors. Once cause has been established, removal shall be by two-thirds vote of the Board. The absence of a Director from two consecutive meetings of the Board shall be considered sufficient cause for removal. A person who has been removed as Director shall not retain membership on the Board and is disqualified from holding any office within the Association at any future time, except if reinstated by ¾ vote of the board.

          Section 3.06 Vacancies of Elected Directors. Any vacancy on the Board of Directors caused by death, resignation, removal, an increase in the number of directors, or any other cause, shall be filled by the affirmative vote of a 2/3 vote of the Board of Director, following the same procedures established by the Board for nomination of Directors, to fill the office until the next Annual Meeting, when the remainder of the term, if any, shall be filled by election.

          Section 3.07 Place of Meetings; Conference Communication. The Board of Directors may hold its meetings at such place or places, as it may from time to time determine. If determined by the Board that one or more directors may participate in a meeting by any means of conference telephone or other communication equipment by means of which all persons participating in the meeting can simultaneously hear each other, such participation shall constitute presence in person at the meeting.

          Section 3.08 Annual Meeting. The annual meeting of the Board of Directors shall be held each year, at such time and place as the Board may determine for the purpose of electing officers.

          Section 3.09 Regular Meetings. Regular meetings of the Board of Directors shall be held at least two (2) times per year.

          Section 3.10 Special Meetings; Notice. Special meetings of the Board of Directors may be called at any time by the Chairman or by a majority of the Board, after not less than seven (7) days’ notice to each Director, provided, that the notice requirement may be set aside by unanimous consent. Notice of a special meeting shall be delivered personally, sent by facsimile or other electronic transmission to each director or mailed, addressed to the director at his or her residence. Any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors shall participate therein or waive such notice in writing before, at, or after such meeting.

          Section 3.11 Quorum. Except as otherwise provided by statute or by these Bylaws, a majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors, present at any duly held meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the number otherwise required for a quorum; provided that the affirmative vote of a majority of the required quorum is required to take any action other than adjournment.

          Section 3.12 Proxy Voting. Proxy voting by directors shall not be permitted.

          Section 3.13 Action by Board of Directors. All actions and decisions of the Board of directors shall be done or made by a simple majority vote of the directors present at any meeting which is duly held and at which a quorum exists, unless otherwise provided by these By-laws.

          Section 3.14 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a majority-plus-one of the Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

          Section 3.15 Conflicts of Interest. Except as permitted by law, with respect to any contract or other transaction between this Association and any director or organization in which a director is a director, officer or legal representative or has a material financial interest: (a) the material facts as to such contract or transaction and as to such person’s interest must be fully disclosed or known to the Board of Directors prior to approval of such contract or transaction; (b) such approval shall require the affirmative vote of a majority of the directors, not counting any vote that the interested director otherwise might have; and (c) the interested director shall not be counted in determining the presence of a quorum. Notwithstanding the foregoing, the Association shall adopt and maintain a conflict of interest policy the requirements of which shall always equal or exceed the minimum requirements for such a conflict of interest policy imposed upon corporations that are qualified under Code Section 501(c)(4) or any policy of insurance
pursuant to Article XV.

          Section 3.16 Compensation. Directors may not receive compensation from the Association for the performance of their duties as directors. However, Directors shall be reimbursed by the Association for actual expenses incurred in the performance of their duties as directors, subject to guidelines approved by the Board.

          Section 3.17 Duties. It shall be the duty of the Board of Directors to do the following:

(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting or at any special meeting when such statement is requested in writing by 50 members of the Association;

(b) supervise all officers and agents of this Association and ensure that their duties are properly performed;

(c) conduct an election of directors and officers;

(d) promote membership in the Association.

          Section 4.01 Number and Qualifications. The elected officers of the Association shall be a Chairman, Vice Chairman, Secretary, and Treasurer. Other offices may be created as determined by the Board. Officers must have served as directors on the board for at least one (1) consecutive year in order to qualify for election, except for the Chairman who must have served at least two (2) consecutive years.

          Section 4.02 Election and Term of Office. Officers shall be elected annually by the Board of Directors, except for the Chairman who shall be elected biannually by the Board of Directors, and each shall hold office until the next annual election of officers or biannual election of Chairman, and until a successor is elected and qualified, or until the earlier death, resignation, or removal of the officer. The officers shall be elected from among the current Board of Directors. The Board may elect a Treasurer from the current Voting Members of the Association, if deemed necessary.

          Section 4.03 Resignations. An Officer may resign by giving written notice to the Association. The resignation is effective without acceptance when the notice is given to the Association, unless a later effective date is named in the notice. Resignation of an Officer shall not constitute resignation of that person as a Director unless the resignation specifically states that it constitutes a resignation both as an Officer and as a Director.

          Section 4.04 Removal. An officer may be removed from office with cause as determined by a majority vote of the Board of Directors. Once cause has been established, removal shall be by 2/3 vote of the Board. The absence of the officer from two consecutive meetings of the Board shall be considered sufficient cause for removal. An officer who has been removed shall not retain membership on the Board and is disqualified from holding any office within the Association at any future time, except if reinstated by ¾ vote of the Board.

          Section 4.05 Vacancy. A vacancy in an office because of death, resignation, removal, or any other cause shall be filled by a 2/3 vote of the Board of Directors. The term of the officer filling a vacated position shall expire at the next annual meeting. 

          Section 4.06 Chairman. No person may serve as Chairman unless he is a current director or Chairman at the time of nomination, who has served at least two (2) consecutive years as a director by the time of election and is the parent or guardian of at least one child who (a) is 5 to 18 years of age, (b) is currently being taught in a home-education program, (c) has lived in the Chairman’s home continuously for at least 12 months prior to the election, and (d) has been educated in the home by the Chairman and/or spouse thereof for 3 years preceding the election and shall continue to be homeschooled at all times during the person’s term of office as Chairman. In the event no Director with two (2) consecutive years experience is willing to serve as Chairman, any current Director may run regardless of years as a Director.
          The Chairman shall preside at all meetings of the Association and of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall represent the Association and/or Board, as instructed by the Board; shall perform all responsibilities delegated to him by the Board; shall render an annual report at the annual meeting; and shall see to it that an annual audit is performed by a CPA or an audit committee, unless this requirement is waived by the Board, and shall report on the audit to the Board. He also shall serve notice of all meetings of the Association and of the Board and shall maintain membership records; provided that he may delegate these responsibilities to others.

          Section 4.07 Vice-Chairman. The Vice-Chairman shall act in the place and stead of the Chairman in the event of his absence, inability, or refusal to act, and shall exercise and discharge such duties as may be required of him by the Board.

          Section 4.08 Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; shall keep the corporate seal of the Association and affix it on all papers requiring said seal; and shall perform such other duties as required by the Board.

          Section 4.09 Treasurer. The Treasurer, or the Board’s designee, shall receive and deposit, within ten banking days, in bank accounts of the Association, all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; shall make available all financial records and shall present an itemized fiscal report at each regular meeting of the Board of Directors; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at the regular meeting, with printed copies available for distribution.

          Section 5.01 Advisory Committees. The Board of Directors may establish advisory committees consisting of at least one (1) director and of such additional numbers of persons demonstrating a sincere interest in the work of the Association, as it deems appropriate. The function of any Advisory Committee shall be to advise the Board of Directors on any matters as the Board of Directors shall determine. No Advisory Committee shall have any responsibilities for directing or managing the affairs of the Association.

          Section 5.02 Other Committees. The Board of Directors may act by and through such committees as may be specified in resolutions approved by a majority of the directors currently holding office. Committees are subject at all times to the direction and control of the Board of Directors.

          Section 6.01 Checks, Notes and Contracts. Except as otherwise provided for in these By-laws, the Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Association and shall determine who shall be authorized in the Association’s behalf to sign bills, note, receipts, acceptances, endorsements, checks, releases, contracts and documents. All checks shall require the signature of the Treasurer and the Chairman; provided that the Board may provide for alternate arrangements.

          Section 6.02 Investments. The funds of the Association may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real or personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.

          The Association shall keep at its registered office correct and complete copies of its:

(A) Amended and Restated Articles of Incorporation of the Association filed with the Florida Department of State on _________ and these Amended and Restated By-laws;

(B) Accounting records;

(C) Minutes of Meetings of the members, the Board of Directors and committees having any of the authority of the Board of Directors. All such books and records shall be open to inspection by any director, or officer of the Association or his/her agent, for any proper purpose at any reasonable time. To the extent required by applicable law, the Association’s books and records shall be open to inspection by Members and governmental authorities.

        Section 8.01 No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1.09 of these By-Laws. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Association’s Articles of Incorporation, as amended from time-to-time, the Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(4) of the Code or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.
 

          Section 9.01 Gifts and Grants. The Board of Directors, on behalf of the Association, may accept any contribution, grant, gift, bequest or devise, in whatsoever form, for purposes of the Association.

          Section 9.02 Other Sources of Income. The Association shall be funded by membership dues, government grants and contracts, fees for programs or benefits provided, grants from private foundations, contributions from business organizations, and by income from any and all other sources not inconsistent with the Association’s purposes or Section 501(c) of the Internal Revenue Code.

          Section 10.01. The fiscal year of the Association shall be on the FIRST DAY (1ST) of August and end on the LAST DAY (31ST) of July of each year.

          Section 11.01. Amendments of these By-laws shall first be approved by a TWOTHIRDS (2/3) majority vote of the Board of Directors and then published in the newsletter along with the mail-in-ballot or mailed out separately. Said proposed amendment shall be approved by a TWO-THIRDS (2/3) vote of all votes cast by mailed-in ballots, that will be mailed to all voting members of the Association or at a properly called meeting of the Association, or only through mailed-in ballots, as determined and requested by the Board; provided, however, that any substantive amendment to ARTICLE I of these By-laws shall also receive the approving vote of not less than TWENTY FIVE (25) percent of the Voting Members.

          Section 12.01. Upon dissolution of the Association, assets of the Association shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or corresponding provision of successor law, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets of the Association not so disposed of shall be disposed of by the Circuit Court of the Ninth Judicial Circuit, in and for Orange County, Florida, exclusively for such purposes or to such organization or organizations as the said honorable Court shall determine, which are organized and operated exclusively for such purposes as the Association is organized and operated.

          Section 13.01. For the purposes of the Bylaws, a home education program and homeschool program are used interchangeably. A home education program is any parent-directed educational program regardless of modality.

          Section 14.01 Conflicts. If there arises any conflict between the provisions of these By-laws and the Amended and Restated Articles of Incorporation filed with the Florida Department of State on ____________ (the “Articles of Incorporation”), the Articles of Incorporation shall govern.

          Section 14.02 Severability. If any provision or portion of these By-laws is held unenforceable or invalid for any reason, the remaining provisions and portions of these By-laws shall be unaffected by such holding.

          Section 15.1.      Limited Indemnification of Directors and Officers. Subject to the limitations of Subsection 15.1(c), the Association shall indemnify each of its directors and officers to the extent set forth in Subsections 15.1(a) and 15.1(b) hereof: 

     (a)      Action or Suit by or in the Right of the Association. Each director and officer of the Association who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, by or in the right of the Association, to procure a judgment in its favor, by reason of the fact that he is or was a director or officer of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively “business entity”), shall be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred by him in connection with the defense or settlement of such suit or action, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. 

     (b)      Action or Suit other than By or In the Right of the Association. Each director or officer of the Association who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of a corporation), by reason of the fact that he is or was a director or officer of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another business entity, shall be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that the termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     (c)      Limitations on Indemnification. No indemnification shall be made by the Association under Sub-sections 15.1(a) and 15.1(b) above, unless pursuant to a determination by a court or upon a determination by the Association in the specific case that indemnification of the director or officer is proper under the circumstances because such director or officer has met the applicable standard of conduct set forth in Sub-sections 15.1(a) or 15.1(b) hereof. Such determination by the Association shall be made either by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or by the members by a majority vote of a quorum consisting of members who were not parties to such action, suit or proceeding.

          Section 15.3.      Advance Payment in Indemnification Cases. If authorized by the Board of Directors in any specific case, expenses incurred by any director or officer of the Association in defending a civil or criminal action, suit or proceeding referred to in Subsections 15.1(a) and 15.1(b) may be paid by the corporation in advance of final disposition of such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of such director or officer to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Association as authorized in this Article XV.

          Section 15.4.      Continuity and Nonexclusivity of Indemnification. The indemnification provided by this Article XV shall continue with respect to any director or officer of the Association after he has ceased to hold his office and shall inure to the benefit of his heirs, executors and administrators. Any such indemnification (whether as expressly provided herein or as extended pursuant to Section 15.5 of this Article XV) shall not be deemed exclusive of any other rights to which the person seeking indemnification may be entitled under any other By-Law, agreement, vote of members or disinterested directors or otherwise.

          Section 15.5.      Extension of Benefits of Indemnification. The rights of the indemnification to which directors and officers of the Association are entitled hereunder may, in similar circumstances, be extended by resolution of the Board of Directors to any other person who is or was an employee or agent of the Association, or while not a director or officer of the Association, is or was serving at the request of the Association as a director, officer, employee or agent of another business entity. Any such action by the Board of Directors shall be consistent with the provisions of this Article 15.5 and may be either general or confined to specific cases.

          Section 15.6.      Indemnification Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a director or officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another business entity, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association indemnifies him against such liability under, or pursuant to, the provisions of this Article XV.

          Section 15.7.      Notice to Members. If any expenses or other amounts are paid by way of indemnification, other than by court order, action of the members or by an insurance carrier pursuant to Section 15.6 hereof, the Association shall, not later than the time of delivery of notice for the next annual meeting of members, unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, deliver either personally or by mail to each member entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

          Section 16.1      Binding Arbitration. Any controversy or claim arising out of or relating to these Amended and Restated By-Laws, or the breach thereof, shall be settled by mandatory, binding arbitration administered by Peacemaker Ministries, or its successor (Peacemaker Ministries, and its successors, if applicable “PM”), if Peacemaker Ministries’s successor shall not then be available to arbitrate such controversy or claim, then by the American Arbitration Association (“AAA”). PM shall arbitrate any such claim or controversy in accordance with its rules then in effect. AAA shall arbitrate any such claim or controversy in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by any PM or AAA arbitrator may be entered in any court having jurisdiction thereof. The PM or AAA filing fee shall be paid by the moving party. The PM or AAA arbitrator shall award the costs of arbitration, including the arbitrator’s fee, against the non-prevailing party as determined by the arbitrator in accordance with Florida law.

          Section 17.1      Effective Date. These Amended and Restated By-Laws shall be effective as of the __3__ day of   March_, 2008_. From and after the Effective Date, as hereinafter defined, the Amended Bylaws shall have no further force and effect and these Amended and Restated By-Laws shall be the sole and exclusive bylaws of the Association as provided in Florida Statutes Section 617.0206 and as defined in Florida Statutes Section 617.01401(3).
                                                                                    ______________________-----

          I, THE UNDERSIGNED, herby certify that I am the duly elected and acting President of FLORIDA PARENT EDUCATORS ASSOCIATION, INC., a Florida not-for-profit corporation, and these Amended and Restated By-Laws constitute the By-Laws of the said Association as provided in Florida Statutes Section 617.0206 and asdefined in Florida Statutes Section 617.01401(3).

          IN WITNESS WHEREOF, I have affixed my hand and seal this __3_ day of
__March__, 2008_.
 
 

                _________________________________
GARY B. WEAVER
Chairman and former State Chairman