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BYLAWS OF
FERNANDINA MARITIME EXCHANGE, INC.

Article I
Name and Principal Office

Article II
Directors

Article III
Meeting of the Board of Directors

Article IV
Officers

Article V
Committees

Article VI
Membership

Article VII
Meeting of Members

Article VIII
Miscellaneous

ARTICLE I
NAME AND PRINCIPAL OFFICE

Section 1.01 – Name: The name of this Corporation is Fernandina Maritime Exchange, Inc.

Section 1.02 – Principal Office: The principal office of the Corporation in the State of Florida shall be located at c/o Courson & Stam, LLC, 2398 Sadler Road, Fernandina Beach, Florida 32034 Attention:  Pierre Laporte.  The Board of Directors of the Corporation may change the principal office of the Corporation from time to time and may establish other offices for the Corporation from time to time, as the Board of Directors deems necessary or prudent for the conduct of the Corporation’s business.

Section 1.03 – Mailing Address:  The initial mailing address of the Corporation is P.O. Box 570, Fernandina Beach, Florida 32034-0570.  The President of the Corporation, with the approval of the Board of Directors, may change the mailing address of the Corporation from time to time as the President of the Corporation deems necessary or proper.

Section 1.04 – Mission Statement:  The purpose of this Corporation is best expressed as an organization of stakeholders who collectively work for better communication on topics of common interest, make members aware of security and safety related topics and, in general, promote the Port of Fernandina for the protection and growth of jobs, revenues and profitability.

ARTICLE II
DIRECTORS

Section 2.01 - Board of Directors:  The business and affairs of the Corporation shall be managed under the authority of a Board of Directors.  The Board of Directors of the Corporation shall consist of not less than three (3) Directors appointed in accordance with the provisions of these Bylaws. The initial Board of Directors shall consist of those Directors identified in the Articles of Incorporation of the Corporation. Each initial member of the Board of Directors of the Corporation shall serve until the expiration of his or her term of office or until such earlier or later time as his or her successor has been elected and qualifies.

Section 2.02  - Increase or Decrease in Size of Board of Directors: The size of the Board of Directors may be increased or decreased from time to time provided that the Board of Directors shall never have less than three (3) Directors.  At least one Director must be a resident of the State of Florida. 

Section 2.03 - Qualification of Directors: Directors must be natural persons who are 18 years of age or older but, except as provided in Section 2.02 of these Bylaws, need not be residents of the State of Florida.

Section 2.04 -  Term of Office: Each Director shall serve for a term of office of one year, or until his or her earlier resignation, removal from office, or death.

Section 2.05 - Appointment of Directors: Directors shall be elected by the Members at each annual meeting of the Members. 

Section 2.06 – Removal of Directors: A Director may be removed from office, either with or without cause, by the Members at a Special Meeting of the Members duly called and noticed for that purpose.  At any time in which a Director has been removed from office, a successor may be appointed to replace the Director removed from office. 

Section 2.07 – Resignation: A Director may resign from office by written notice to the President of the Corporation or, in the event the resigning Director is the President of the Corporation, to the Vice President of the Corporation.  Such resignation shall be effective on the date specified in such resignation notice or, if no such date is specified, then on the date of receipt of such notice by the President of the Corporation or the Vice President of the Corporation, as applicable. 

Section 2.08 - Vacancy on Board of Directors: Unless otherwise filled by the appointment of a successor Director by the Members at a Special Meeting of the Members called for that purpose, a vacancy occurring on the Board of Directors may be filled for the unexpired term of office by a majority vote of the members of the Board of Directors then in office at any regularly scheduled meeting of the Board of Directors or any special meeting of the Board of Directors called for the purpose of filling such vacancy.

Section 2.09 -  Powers and Duties of Board of Directors: The authority and duties of the Board of Directors shall include the following:

1. To develop and approve the plans and policies of the Corporation in accordance with the Articles of Incorporation and Bylaws of the Corporation.
2. To oversee the day-to-day management of the Corporation by the Officers and, at least annually, to review the Officers’ activities and performance.
3. To receive, approve or reject reports of the Officers and committee chairpersons.
4. To create such committees and sub-committees as may be in accord with the Bylaws and deemed advisable by the Board of Directors to promote and implement the mission and purpose of this Corporation.
5. To conduct such other business that may come before the Board.

Section 2.10 - Director Non-Liability: No Director shall be personally liable for any of the Corporation’s debts, liabilities or obligations solely because of his or her status as a Director of the Corporation.

Section 2.11 - Chairperson of the Board: The President of the Corporation shall preside over any meeting of the Board of Directors as Chairperson of such meeting.  At any meeting of the Directors which the President is unable to attend at which a quorum is present the members of the Directors then present shall elect from among their number a Director to serve as the Chairperson of such meeting.  The Chairperson so elected shall preside over such meeting. 

Section 2.12 – Eligibility to Serve as Directors:  Only individuals who have been admitted to membership as an Individual Founder or a Sustaining Member or the designated representative of a Corporate Founder or of a non-individual Sustaining Member shall be eligible to serve as a Director of the Corporation.

 
ARTICLE III
MEETINGS OF THE BOARD OF DIRECTORS

Section 3.01 - Annual Meeting of the Board of Directors: The annual meeting of the Board of Directors shall be held at a date, time and place designated by the President of the Corporation and with such meeting to take place on or before March 31st of such calendar year.    

Section 3.02 -  Regular Meetings of the Board of Directors:Regular meetings of the Board of Directors shall be held at such intervals and times as the Board of Directors may determine:  PROVIDED, that the Board of Directors shall not meet less frequently than each calendar quarter.

Section 3.03 - Special Meetings of the Board of Directors:   Special Meetings of the Board of Directors shall be held upon the request of any two (2) Directors.

Section 3.04 -  Quorum: A simple majority of the Directors then in office shall constitute a quorum for the conduct of business at any meeting of the Board of Directors. 

Section 3.05 - Voting:  Each member of the Board of Directors shall be entitled to one vote on any matter submitted to a vote of the Board of Directors.  If a quorum is present, the Board may act by the affirmative vote of a majority of those Directors present at such meeting of the Board of Directors.

Section 3.06 - Notice of Meetings: Written notice of each annual, regular or special meeting of the Board of Directors specifying the place, date and time of such meeting shall be given to each member of the Board of Directors personally or by United States first class mail not less than ten (10) days prior to the date scheduled for such meeting.  The notice of any annual or regular meeting of the Board of Directors need not specify the purpose for which such meeting is to be held.  The notice of any special meeting of the Board of Directors shall specify the purpose or purposes for which such meeting is to be held. 

Section 3.07 - Proxies:  Directors may not vote by proxy.

Section 3.08 - Place of Meetings:  Meetings of the Board of Directors may be held at the place designated in the notice of meeting.  

 Section 3.09 - Attendance by Phone: Meetings of the Board of Directors may be conducted through the use of any means of electronic communication by which all Directors participating may simultaneously hear each other during the meeting.

Section 3.10 – Written Consent: Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors as evidenced by one or more written consents describing the action taken and signed by each Director.  Actions taken by written consent may be executed in multiple counterparts and may be delivered to and accepted by the Corporation through facsimile or e-mail.

ARTICLE IV
OFFICERS

Section 4.01 – Officers:  The officers of the corporation, who may also serve as Directors of the Corporation, shall consist of a President, a Vice President, a Secretary, and a Treasurer nominated by the Board of Directors and elected by the Members.  Each Officer shall serve for a term of one year, or for such longer period until his or her successor is elected or appointed.

Section 4.02 – Duties of Officers:  The duties of the Officers of the Corporation shall be those customarily performed by officers with similar titles.  Without limiting the generality of the foregoing the Officers of the Corporation shall exercise the following duties and have the following authority:

A.        President:  The President shall be the Chief Executive Officer of the Corporation.  The President shall have general and active management of the business and affairs of the Corporation, subject to the direction of the Board of Directors, shall execute the policies of the Corporation, as determined by the Board of Directors, and shall otherwise have general supervision and charge of the Corporation’s work.  Any person elected to Office of the President shall be entitled to serve a maximum of two consecutive one year terms of office.  Any such person who becomes ineligible to hold office as the President of the Corporation as a consequence of such term limits shall again be eligible for election to the office of President provided that such person has had a minimum one year break in service between the time of the expiration of such person’s prior tenure in office and the time that such person is to assume the position of President following such break in service.

B.        Vice President:  The Vice President shall assist the President and shall perform the duties and have the powers of the President during the absence or disability of the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

C.        Secretary:  The Secretary shall have custody of and maintain all of the corporate records, except the financial records, shall record the Minutes of all meetings of the Board of Directors and Committees of the Board of Directors, send out all notices of meetings, authenticate records of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors or the President.

D.        Treasurer:  The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render account thereof at the Annual Meetings of the Board of Directors and whenever else required by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 4.03 – Removal of Officers: The Officers of the Corporation shall serve at the will of the Board of Directors and may be removed from office at the recommendation of the Board of Directors and with the approval of the Members at any time either with or without cause.    The removal of any officer from office shall be without prejudice to any contract rights to which such officer may be otherwise entitled, if any. 

Section 4.04 -  Vacancies: Any vacancies in the position of any officer elected by the Board of Directors shall be filled by the Board of Directors. 

Section 4.05 - Compensation of Officers:  The Board of Directors shall determine the amount of any compensation to which officers of the Corporation shall be entitled for their services as officers of the Corporation, if any.

Section 4.06 – Resignation: Officers of the Corporation may resign from office at any time by written notice to the President or, if such resigning Officer is the President, to the Vice President of the Corporation.  Resignation shall be effective on the date specified in such resignation notice, or if no such date is specified in the resignation notice, then upon receipt of such resignation notice by the President or the Vice President of the Corporation, as applicable.

Section 4.07 – Eligibility to Serve as Officer:  Only individuals who have been admitted to membership as an Individual Founder or a Sustaining Member or the designated representative of a Corporate Founder or of a non-individual Sustaining Member shall be eligible to hold office as an Officer of the Corporation.

ARTICLE V
COMMITTEES

Section 5.01 – Standing Committees:  The following Standing Committees of the Corporation are hereby established for the purpose of advising the Board of Directors of the Corporation and for purposes of making policy recommendations for consideration and ultimate approval by the Board of Directors of the Corporation on matters within the area of responsibility designated for such Committee:

A.        Membership:  The Membership Committee will be charged with responsibility for developing procedures and strategies for enhancing the membership in the Corporation.  The Committee will identify leaders capable of serving the Corporation beyond the membership level.  The Committee will maintain an accurate list of the membership and accounting for payment and collection of dues for membership in the Corporation.

B.        Public Relations & Communications: The Communications & Public Safety Committee will be charged with responsibility for  developing printed informational materials about the Corporation and for the design, content and maintenance of a web site for the Corporation.  The Committee will also be responsible for media relations and press releases authorized by the Executive Committee.  Members of the Committee will assist with digital photography that may be used for a variety of purposes.  The Committee will work with the Secretary of the Corporation to produce a membership directory. 

C.        Safety & Security:   The Safety & Security Committee will be charged with such responsibility and have such authority as the Board of Directors may delegate to such Committee from time to time 

Section 5.02 – Additional Committees:  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may establish additional committees from time to time with such functions and responsibilities as may be designated in the resolution of the Board of Directors establishing such Committee. 

Section 5.03 – Membership on Committees and Vacancies:  The Chairman, with the consensus of the Board of Directors, shall designate the persons to serve on any Standing Committee and on any additional committee which the Board of Directors may establish.  Vacancies in the membership of any Committee may be filled by the Chairperson of such Committee until the next quarterly meeting of the Board of Directors.

Section 5.04 – Quorum: At any meeting of a Committee created in accordance with the provisions of these Bylaws, a majority of all of the members of such committee shall constitute a quorum for the purpose of transacting business at such meeting.  At any meeting of a committee at which a quorum is not present, a majority of the members of such committee present at such meeting may adjourn the meeting without further notice.

Section 5.05 – Voting: Each member of a committee shall be entitled to one vote on any matter submitted to the vote of the members of such committee.  At any meeting of a committee at which a quorum is present, the affirmative vote of a majority of the members of such committee present at such meeting shall be required to approve any matter submitted to the members of such committee for a vote.   

Section 5.06 – Committee Chairperson: The Board of Directors shall designate the person to serve as the Chairperson of each Committee.  The Chairperson shall preside over all meetings of such Committee and shall report on the activities of such Committee at such time or times as called upon to do so. 

Section 5.07 – Committee Meetings: Meetings of committees shall be held upon the call of the Chairperson of such committee.

Section 5.08 – Notice of Meeting: Written notice specifying the place, date and time of each meeting of a committee shall be delivered to each member of such Committee not less than five days prior to the date scheduled for such meeting to be held.

Section 5.09 – Resignation: A member of a Committee may resign from office at any time by written notice to the Chairperson of such Committee.  Resignation shall be effective on the date specified in such resignation notice, or if no such date is specified in the resignation notice, then upon receipt of such resignation notice by the Chairperson of such Committee.

ARTICLE VI
MEMBERSHIP

Section 6.01 – Membership Classes:  The following categories of Membership are hereby established:

A.        Corporate Founder:  Any corporation, partnership, limited liability company or other business entity may apply for membership as a Corporate Founder at any time prior to April 26, 2008.  The dues payable by a Corporate Founder shall be $500.00 for the first year of membership and $300.00 for each year of Membership thereafter.  Each Corporate Founder member shall be entitled to cast one vote on each matter which may be submitted to the Members for a vote.  The designated representative of a Corporate Founder shall be eligible to serve as an Officer or Director of the Corporation.

B.        Individual Founder:  Any individual may apply for membership as an Individual Founder at any time prior to April 26, 2008.  The dues payable by an Individual Founder shall be $325.00 for the first year of membership and $175.00 for each year of Membership thereafter.  Each Individual Founder member shall be entitled to cast one vote on each matter which may be submitted to the Members for a vote.  An Individual Founder shall be eligible to serve as an Officer or Director of the Corporation.

C.        Sustaining Member:  After April 26, 2008, any individual, corporation, partnership, limited liability company or other business entity may apply for membership as a Sustaining Member.  The dues payable by a Sustaining Member shall be $500.00 for the first three years of membership and $375.00 per year for each year thereafter.  Each Sustaining Member shall be entitled to cast one vote on each matter which may be submitted to the Members for a vote.  A Sustaining Member that is an individual, or the designated representative of a Sustaining Member that is not an individual shall be eligible to serve as an Officer or Director of the Corporation. 

D.        Regular Member:  Any individual, corporation, partnership, limited liability company or other business entity may apply for membership as a Regular Member.  The dues payable by a Regular Member shall be $300.00 for the first year of membership and $150.00 per year for each year thereafter.  Each Sustaining Member shall be entitled to cast one vote on each matter which may be submitted to the Members for a vote.

E.        Associate Member:  Any individual, corporation, partnership, limited liability company or other business entity may apply for membership as an Associate Member.  The dues payable by an Associate Member shall be $185.00 for the first year of membership and $115.00 per year for each year thereafter.  Each Associate Member shall be entitled to attend and participate at meetings of the Members but shall not be entitled to vote on any matter which may be submitted to the Members for a vote.

Section 6.02 – Approval for Membership:  Any applicant for membership submitted by a prospective member of the Corporation shall be subject to the approval of the Board of Directors.

Section 6.03 – Rights of Members:  The members of a given class of Members will have the rights attendant to such membership class as set out in Section 6.01 above.

Section 6.04 – Voting by Corporate Member:  Each Member that is not an individual shall designate a person in writing to represent and vote the interest of such Member at any meeting of the Members, which designation may be changed from time to time by written notice to the Secretary of the Corporation.  No person other than the representative so designated shall be recognized to represent and vote the interest of such Member at a meeting of the Members unless the Secretary of the Corporation has received written special designation of another person to represent the interest of such Member at such meeting in advance of, or at the time designated for, such meeting. 

Section 6.05 – Ocean Highway & Port Authority:   The Ocean Highway & Port Authority (hereinafter the “OHPA”) shall be a Corporate Founder member for a term of eight (8) years and shall be exempt from the payment of annual dues during that eight year term.  During that eight year term the OHPA shall be entitled, though its designated representative, to exercise all of the rights and enjoy all of the privileges that a Corporation Founder member is entitled to under the terms of these Bylaws.  Following the completion of that eight year term, the OHPA shall be entitled to retain Corporate Founder membership in the Corporation by payment of the annual dues payable by a Corporate Founder member as elsewhere provided in these Bylaws.

ARTICLE VII
MEETINGS OF THE MEMBERS

Section 7.01 – Annual Meetings:  The annual meeting of the Members of the Corporation shall take place at a date and time selected by the President of the Corporation; provided, however, that such annual meeting of the Members shall not be held later than March 31st of each calendar year. 

Section 7.02 – Special Meetings:  Special meetings of the Members may be called by the President of the Corporation or by any two Directors of the Corporation.  The date, time and place of any special meeting of the Members shall be the date, time and place designated in the notice of such special meeting.

Section 7.03 – Notice of Meetings:  The Corporation shall provide notice of any annual or special meeting of the Members to each Member of the Corporation at the address of such Member reflected on the Corporation’s membership roll.  Such notice shall be sent by U.S. Mail not less than twenty (20) nor more than sixty (60) days prior to the date upon which such meeting is scheduled to be held.  The notice of any Annual Meeting of the Members need not state the purpose or purposes for which such meeting is to be held.  The notice of any Special Meeting of the Members shall specify the purpose or purposes for which such special meeting is to be held.

Section 7.04 – Record Date:  The record date for the determination of Members entitled to notice of or to vote at any annual or special meeting of the Members shall be the date that such notice is sent to such Members. 

Section 7.05 – Proxies:  Members may not vote by proxy.

Section 7.06 – Attendance and Participation of Non-Members and Guests:  The attendance of non-members and guests at any meeting of the Members, the Board of Directors, or of any Committee, may be prohibited or limited in the sole discretion of the Chairperson of such Meeting.  The participation by non-members and guests at any meeting of the Members, the Board of Directors or any Committee shall be at the sole discretion and pleasure of the Chairperson of such Meeting. 

ARTICLE VIII
MISCELLANEOUS

Section 8.01 - Fiscal Year:  The Fiscal Year of the Corporation shall commence on the 1st day of January and terminate on the 31st day of December of each calendar year.

Section 8.02 - Books and Records: The Corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of the Board of Directors and Committees.

Section 8.03 - Corporate Seal:The Board of Directors may adopt a Corporate Seal for use by the Corporation in such form as the Board of Directors shall prescribe.  Such corporate seal shall contain the words “Corporation Not For Profit”.

Section 8.04 - Waiver of Notice: Whenever any notice is required to be given under the provisions of the Florida Not for Profit Corporation Act or under the provisions of the Articles of Incorporation of the Corporation or these Bylaws, a written waiver signed by the person or persons entitled to notice, or by his or her attorney in fact, whether signed before or after the time stated, shall be deemed the equivalent of the giving of notice.  The attendance at any meeting by any person entitled to notice of such meeting shall constitute waiver of such notice unless such person shall object to the transacting of business at such meeting, either prior to or at the commencement of such meeting.

Section 8.05 - Amendment of Bylaws: These Bylaws may be amended, repealed or added to, and new Bylaws may be adopted by the vote of a majority of the Directors then serving on the Board of Directors of the Corporation.  Written notice of any proposal to amend, repeal or add to the Bylaws of the Corporation and to adopt new Bylaws of the Corporation shall be given to each member of the Board of Directors not less than ten (10) days prior to the date of the meeting of the Board of Directors at which such amendment will be voted upon by the Board of Directors.  Such notice shall specify the text of the proposed amendment or addition, or in the case of a proposal to repeal the existing Bylaws and adopt new Bylaws, such notice shall include a copy of the new Bylaws proposed to be adopted.

Section 8.06 - Contracts: The Board of Directors may, by resolution duly adopted, authorize any officer or officers , agent or agents of the Corporation, in addition to the officers authorized by these Bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation.  This authority may be general, or confined to specific instances.

Section 8.07 - Gifts and Contributions: The Board of Directors may:

A.        Accept on behalf of the Corporation any contribution, gift, bequest, or devise of any type of property (“donations”), for the general and special purposes of the Corporation, on terms approved by the Board of Directors.

B.        Hold funds or property in the name of the Corporation or of a nominee or nominees appointed by the Board of Directors.

C.        Collect and receive income from funds or property of the Corporation.

D.        Devote the principal and income from donations to the Corporation to purposes designated by the Board of Directors.

Section 8.08 – Deposits: All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories selected by the Board of Directors.

Section 8.09 – Checks, Drafts, Orders for Payment: All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by an officer or officers, agent or agents of the Corporation and in a manner determined by resolution of the Board of Directors.  In the absence of this determination, the instruments shall be signed by the Treasurer of the Corporation and countersigned by the President of the Corporation.

Section 8.10 - Indemnification: The Corporation may be empowered to indemnify any officer, director, employee or agent, or any former officer, director, employee or agent in the manner and in accordance with the procedures set forth in Section 617.0831 of the Florida Statutes, as amended.  If such indemnification is authorized in accordance with the procedures set forth in Section 617.0831 of the Florida Statutes, as amended, expenses incurred in defending such civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding in the manner described in Subsection 6 of Section 607.0850 of the Florida Statutes, as amended, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if he or she is ultimately found not to be entitled to such indemnification.

Section 8.11 - Conflicts of Interest:Any member of the Board of Directors, member of a committee, or any Officer of the Corporation, shall immediately report to the President of the Corporation or, in the case the affected person is the President of the Corporation, to the Vice President of the Corporation, any conflict of interest which may compromise the objectivity and effectiveness of such person in performing his or her duties or responsibilities to the Corporation and which may be detrimental to the best interest of the Corporation.  Upon making such report, the affected individual shall refrain from further participating in matters affected by the potential conflict of interest until otherwise instructed.