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2013-42 CITY OF CLERMONT AND THE SOUTH LAKE COUNTY HISTORICAL SOCIETY, INC. CLERMONT HISTORIC VILLAGE USE AGREEMENT THIS AGREEMENT,entered into this /J14 day of }1,�},P- ,2013 by and between the City of Clermont,hereinafter referred to as"City,"and The South Lake County Historical Society, Inc.,a Florida non-profit corporation,hereinafter referred to as"Historical Society,"whose address is 490 West Avenue, Clermont, FL 34711. WITNESSETH: WHEREAS, the City is the owner of certain real property located in Clermont, Florida, commonly known as the Clermont Historic Village and more particularly described in the legal description and site plan attached hereto and incorporated herein as Exhibit "A" and hereinafter referred to as the"Site"; and WHEREAS,the parties have previously entered into an agreement dated December 8,2009 related to the use, construction and operation of the Clermont Historic Village(the"Site"); and WHEREAS, the City and the Historical Society have caused to be constructed or located several structures and improvements on the Site,to include structures known as the Train Depot with Pavilion;Cooper Library;Kern; Townsend;Quonset Hut and Hooks School House Buildings;and WHEREAS, the Historical Society has previously transferred ownership of the Kern and Townsend Buildings,as more particularly described in Exhibit"A"attached hereto and incorporated herein-to the City and now desires to transfer by this Agreement the Hooks School House, as more particularly described in Exhibit B, attached hereto and incorporated herein; and WHEREAS,the parties desire that this agreement shall replace in its entirety the December 8, 2009 agreement and any and all amendments thereto between the parties as it relates to the rights, 1 entitlements and obligations between the parties related to the Site and the improvements contained thereon. WHEREAS,the City,pursuant to its municipal authority as set forth in Chapter 166,Florida Statutes, may provide the general public with educational, recreational and cultural facilities, including such programs related to the Site and such other programs that the Historical Society desires to promote. NOW, THEREFORE, in consideration of the covenants herein contained, it is mutually agreed between the parties as follows: 1. Whereas'Clauses Incorporated. The parties hereby acknowledge that the above- stated whereas clauses are true and correct and are incorporated into the body of this Agreement and shall be part of the terms and conditions thereof. 2. Term. The term of this Agreement shall commence on execution of this Agreement and shall terminate on December 8,2034,unless terminated by default of either of the parties or as otherwise provided herein. Provided,in the event that Historical Society is not in default of any of the terms and conditions contained herein,the term shall be automatically renewed thereafter for five (5) additional years. 3. Use of Property. In consideration of the transfer of ownership of certain property, improvements and structures as set forth below by the Historical Society to the City,the sufficiency of which as consideration is hereby acknowledged,the City agrees to permit the Historical Society to utilize the Site,including the Kern and Townsend Buildings,the Train Depot Building with Pavilion, the Cooper Library Building,the Quonset Hut and the Hooks School House,collectively referred to hereinafter as the"Site buildings"for the purposes of the Historical Society for using,operating and 2 maintaining the Site and Site Buildings for Historical Society programs and activities related thereto, including using the Quonset Hut as a World War II museum,subject only to the terms and conditions set forth herein. 4. Terms and Conditions of Use. a. Except with regard to the City, the rights granted herein shall be exclusive to the Historical Society. To the extent,however,that the City desires to use the Site and the Site buildings for a City-sponsored event,the City may do so provided the event or activity is not inconsistent with the functions and purposes of the Clermont Historic Village,does not interfere with any previously scheduled event or activities of the Historical Society, and City provides to the Historical Society thirty(30) days notice of its intent to use the Site and/or Site buildings. b. Historical Society operate and manage the Clermont Historic Village,the Site buildings and any and all activities related thereto and occurring on the Site in such a manner to ensure that all activities are open to the general public who wish to participate and in accordance with the Management=and Operation Plan dated . g aOO9 between the Parties which is hereby incorporated herein and made a part hereof by reference. c. Historical Society must operate as a 501 (c)(3)non-profit corporation under the laws set forth for incorporation by the State of Florida. A certificate of incorporation and copy of the Historical Society's by-laws-must be supplied to the City. In the event that Historical Society changes its non-profit status or loses its 501(c)(3) status this Agreement may be terminated immediately. d. Historical Society at its sole expense shall provide and maintain all HVAC systems and equipment related thereto for the Kern, Townsend and Hooks School House Buildings. 3 1 e. The City shall,at its expense,provide routine maintenance,excluding interior general cleaning and housekeeping, for the Site buildings and for the existing landscaping and grounds for the Site, including irrigation. The City shall provide and pay for water, sewer and electric utilities and local telephone service,monitored alarm system and internet service for all Site buildings in a manner as solely determined by City. The City shall also maintain all HVAC equipment and necessary plumbing improvements,as determined by City,to the Depot,Cooper Library Buildings and Quonset Hut. Provided, however, that nothing herein shall obligate the City to substantially repair, renovate or replace the interior or exterior of any of the Site buildings, structures or the landscaping and grounds. 5. Deed of Buildings and Related Improvements. The Historical Society has previously deeded and/or transferred to the City the Kern and Townsend Buildings. Contemporaneously hereto and as a condition of this Agreement,Historical Society shall deed and/or transfer to City in a form and based on title information,acceptable to City in its sole discretion,all rights,title and interest the Hooks School House building. The Historical Society shall retain at all times, exclusive ownership of the contents of the Site buildings, other than those affixed to the premises or placed in the Site buildings by the City. 6. Insurance. City agrees to maintain property loss and damage insurance on the Historical Village and Site buildings consistent with similar insurance coverage that the City maintains on other City owned buildings. In the event Historical Society elects to maintain at its expense, insurance coverage on the contents of the Historical Village and Site buildings it shall maintain general liability for the premises in a minimum amount of$500,000 per occurrence and $1,000,000 in the aggregate and with an insurance company acceptable to City. Each year as of the 4 anniversary date of the date of execution of this Agreement Historical Society shall provide to City proof of such insurance in a format acceptable to City. Nothing contained in this section, or otherwise herein, shall be construed or act as a waiver of any sovereign immunity that City may enjoy. In the event that Historical Society elects to not obtain insurance as set forth herein,Historical Society expressly agrees to hold harmless, release and indemnify CITY from any and all claims, damages,lawsuits,liabilities,losses or expenses of any kind,including reasonable attorney fees and costs, arising out of, or resulting from,the damage to any contents of the Site buildings. Said hold harmless,release and indemnification shall be applicable regardless of whether the damage or loss results from the negligence of CITY or Historical Society,or their respective employees, agents or assigns. 7. Indemnification. Historical Society shall defend,indemnify and hold harmless the City from and against all claims, damages, lawsuits, liabilities, losses and expenses, including reasonable attorney's fees and costs, arising out of or resulting from the Historical Society's negligent use of the property to include the loss,theft or destruction of any personal property. Such indemnification shall include all claims of Historical Society's guests and participants. Nothing herein shall be construed or act as a waiver of any sovereign immunity that City may enjoy. The City shall not be liable or responsible in any manner or to any extent for any loss or damage to any of the Historical Society's, its guests, invitees, employees, volunteers or participants personal property whatsoever. 8. Communication. The President of the Historical Society or his/her designee in their absence shall be the official spokesperson for communication purposes between the City and the Historical Society. All communication by the Historical Society with the City must be made through 5 f the Historical Society's president or his or her written designee or its attorney and shall be directed to the City Manager of City. 9. Maintenance of Records;Audit. Dunng the term of this agreement and for a period ending five(5) years after the expiration or termination of this agreement, Historical Society shall make all records and documents relating to this agreement,the operation and maintenance of the Site and any and all-activities related thereto available for inspection and copying by the City or any agent designated by the City. Notwithstanding anything to the contrary stated above, Histoncal Society recognizes that certain documents that it may maintain in accordance with the use of the Site and this Agreement may be Public Records under the law of the State of Florida and, therefore, Historical Society agrees that it shall comply with all applicable terms of said law to the greatest extent possible. 10., Right of'Entry and Access. The City or its agents may, at any time, enter into and upon the referenced Site. Historical Society shall have a right of access upon, over and across the Site. 11. Use of City Property. All persons entering Site are subject to the policies set forth by the City regarding the use of City property,the Historical Society is charged with the enforcement of those policies. Law enforcement officers may be called upon to enforce applicable laws and ordinances. 12. Compliance with Applicable Laws, Ordinances, Rules and Regulations. Historical Society will comply with all applicable safety laws, ordinances, rules, regulations, standards and lawful orders of any public authority bearing on the safety of persons or property,and 6 I1 _ t ' protection of such from damage,injury or loss. Historical Society will act with diligence to prevent threatened damage, injury or loss in an emergency affecting the safety of persons or property. 13. Termination. The provisions of this Agreement maybe terminated at anytime by either party, with or without cause. Whereupon, to the extent applicable, if the termination is without cause and initiated by City;Historical Society shall vacate the Train Depot with Pavilion, Cooper Library and Quonset Hut Buildings and the management and operation thereof shall be the responsibility and right of the City. If the termination is without cause and initiated by Historical Society,Historical Society shall vacate all Site Buildings and the management and operation thereof shall be the responsibility and right of the City. In the event of default of any of the terms and conditions of this Agreement by Historical Society, City shall provide to Historical Society thirty (30) days wntten notice of said default, whereupon if Historical Society fails to cure the alleged default,City,at its sole option shall have the right to terminate the Agreement in its entirety. In such an event,the termination shall be considered a termination without cause as initiated by Historical Society. 14. Use_Right Only. This Agreement grants rights to use the Site and creates no possession or ownership interest in favor of Historical Society in the Site,except for as related to the contents of the Site buildings as set forth above. 15. Concessions. Historical Society may operate a concession or food preparation facility as approved by the City in writing. Historical Society must provide all necessary food,supplies and equipment needed for concessions and secure at their expense any and all necessary health permits. Furthermore, Historical Society shall not sub-lease concession stand out to any third party without wntten approval by the City. 7 16. Improvements. Historical Society shall not make any alterations or improvements to the Site,or any facility thereon,without prior written approval from the City. The City reserves the right to deny any such request in its sole discretion. As part of the review process for any such request Historical Society shall submit,at its sole expense,any plans,specifications,and location for all improvements to the Site to the City for review and approval. It is mutually agreed that any structure, facility or improvement constructed, installed and permanently attached to the property shall become the property Of the City. 17. Amendments. This Agreement may be amended only through a written document executed by both parties. 18. Assignment. This Agreement may not be assigned by either party without the prior wntten consent of the other party. Failure to comply with this provision may result in immediate termination of this Agreement. 19. Notice. All notices required to be given under this agreement shall be deemed sufficient to each party when delivered by United States Mail to the following: As to the City: City Manager Post Office Box 120219 Clermont, FL 34712 As to the Historical Society: 490 West Avenue Clermont, FL 34712 Attn: 20. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any action hereunder shall be exclusively in Lake County, Florida. 8 21. Signatory. Each signatory below represents and warrants that he or she has full power and is duly authorized by their respective party to enter into and perform this Agreement. Such signatory also represents that he or she has fully reviewed and understands the above conditions and intends to fully abide by the conditions and terms of this Agreement as stated. 22. Entire Agreement. This Agreement contains the entire agreement between the parties. This Agreement shall replace and terminate in their entirety,any pnor agreements,whether written or oral, between and among the parties. No promises, representations, warranties or covenants not included herein has been or shall be relied upon by either party. Any modifications, additions, or amendments hereto must be in writing and signed by all parties. I N WITNESS WHEREOF,the parties hereto have executed this Agreement this day of Ur\L, 2013. Attest: The City of Clermont, By: '7r° :'... e • Tracy Ackroyd, City Clerk M. Darold Turville, Jr. Date: 9(.LA 1/� aO/3 Attest: South Lake Historical Society, Inc. BY: S • • - B 42I i - gh/1 Title ,^ � �1�� Name: � %r , % J / / Title: President — SAS Date: 6/IQ y / ,3 9 BYLAWS OF SOUTH LAKE COUNTY HISTORICAL SOCIETY,INC. A Florida Not-For-Profit Corporation ARTICLE I—OFFICES SECTION 1 —PRINCIPAL OFFICE: The principal office of this Corporation shall be at 490 West Avenue, Clermont, Florida, 34711, with a mailing address of P.O. Box 121723, Clermont, FL 34712. From time to time these Bylaws may be amended to change the Principal Office address or mailing address of the Corporation. SECTION 2 — REGISTERED OFFICE AND AGENT: The Registered Agent of the Corporation shall be the Corporation's attorney, who at the time of these amendments is Merideth Nagel, P.A., 450 E. Hwy 50, Suite 4, Clermont, FL 34711. Such Registered Agent shall serve until a successor is elected by the Board of Directors. The Corporation shall keep the Secretary of State of the State of Florida informed as to successor changes in the Registered Office and Registered Agent of the Corporation. ARTICLE II—MEMBERS AND MEETINGS SECTION 1 — QUALIFICATION: Membership is open to all persons over the age of sixteen(16)years who are interested in furtherance of the purposes of the Corporation. SECTION 2 — MANNER OF ADMISSION: Each application for Voting Membership must be sponsored by a Voting Member in good standing and be approved by a majority of the Board of Directors present at a meeting duly held in order for the applicant to become a Voting Member. SECTION 3 — MEMBERSHIP CLASSES: There shall be two classes of Membership, described below, but each Member of each class shall be a "Voting Member," provided, however, that each Member must be a Member in good standing,with dues current, in order to be authorized to vote. Each Voting Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. (a) Regular Members: Shall have all the rights and privileges of Members of the Corporation,with annual dues of$25 per Member,which may be increased from time to time at the discretion of the Board of Directors without amendment to these Bylaws. (b) Life Members: Shall have all the rights and privileges of Members of the Corporation, with one-time lifetime dues of $500 per Member, which may be increased from time to time at the discretion of the Board of Directors without amendment to these Bylaws. The Board of Directors also, from time to time and in 1 i C its own discretion, may appoint an individual as a Life Member without requiring payment of the lifetime dues, in recognition for special service or extraordinary contribution to the Corporation. SECTION 4—ANNUAL MEETINGS OF THE MEMBERSHIP: The annual meeting of the Members of the Corporation shall be held at the times and places designated by the Board of Directors or the President of the Corporation, but shall be held at least once every twelve (12) months; however, failure to hold an annual meeting timely shall in no way affect the terms of Officers or Directors of the Corporation or the validity of actions of the Corporation. At the Annual Meeting the Members shall: (1) elect the Board of Directors,upon the recommendation of the Nominating Committee, such committee to be elected by the currently sitting Board of Directors; (2) consider and vote upon any proposed amendments to the Corporation's Bylaws; and(3)consider such other and further business as is proper. SECTION 5 — REGULAR MEETINGS OF THE BOARD OF DIRECTORS: At the Annual Meeting, or as soon thereafter as may be accomplished, the Board of Directors shall set its meeting schedule for the upcoming year, with such meeting schedule to be noticed to each Member and open for each Member to attend. SECTION 6 -- REGULAR MEETINGS OF THE EXECUTIVE COMMITTEE: At the Annual Meeting, the Board of Directors shall elect, by a simple majority at its absolute discretion, the Executive Committee, which shall consist of the Chairman of the Board, the President, the Vice-President, the Secretary, and the Treasurer. At the Annual Meeting, or as soon thereafter as may be accomplished,the Executive Committee shall set its meeting schedule for the upcoming year, with such meeting schedule to be noticed to each Member and open for each Member to attend. The Executive Committee shall consult with and advise the Board of Directors in the management of the Corporation's affairs and shall have and may exercise,to the extent provided in the resolution of the Board of Directors, such powers of the Board of Directors as can be lawfully delegated by the Board. SECTION 7 — PLACE OF MEETINGS: The Board of Directors may designate any place, within the State of Florida, as the place of meeting for any meeting of: (1) all Members; (2)the Board of Directors; and(3)the Executive Committee. If no designation is made,then the place of the meeting shall be the principal office of the Corporation in the State of Florida. SECTION 8 — SPECIAL MEETINGS OF THE MEMBERSHIP: Special Meetings of Members may be called by the President or by a majority of Board of Directors then in office. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for Members to consider. SECTION 9—NOTICE OF SPECIAL MEETING: Written or printed notice stating the place,day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called,shall be delivered personally or by mail no less that five(5)days nor more than thirty(30) days before the date of the meeting. Notice shall be given by or at the direction of the President or the Secretary or the persons calling the meeting to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been 2 delivered when deposited in the United States Mail addressed to the Member at his address as it appears on the records of the Corporation with postage thereon prepaid. SECTION 10—WAIVER OF NOTICE: A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice of such meeting. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened - SECTION 11 — VOTING RECORDS: If the Corporation has six (6) or more Members of record, the officers having charge of the Membership records of the Corporation shall make, at least ten(10)days before each meeting of Members,a complete list of the Members entitled to vote at such meeting or any adjournment thereof. The list shall be kept on file at the registered office of the Corporation or at the principal place of business of the Corporation, and any Member shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member at any time during the meeting. If the requirements of this section have not been substantially complied with, then upon demand of any Member in person or by proxy, the meeting shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. SECTION 12 — MEMBER QUORUM AND VOTING AT ANNUAL AND SPECIAL MEETINGS: Attendance by all members present and in good standing shall constitute a quorum, whether such Members appear in person or by proxy. If a quorum is present, unless otherwise provided by law or in the Articles of Incorporation,the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present. SECTION 13—PROXIES: Every Member entitled to vote at a meeting of Members may authorize another person or persons to act for him by proxy,which proxy must state the purpose, nature, date, time and location of the meeting. Every proxy shall be in writing and shall be signed by the Member or his otherwise duly authorized attorney-in-fact. Every proxy shall be revocable at the pleasure of the Member executing it,except as otherwise provided by law. ARTICLE III—BOARD OF DIRECTORS SECTION 1 — GENERAL POWERS: Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Florida Not For Profit Corporation Act concerning corporate action that must be authorized or approved by the Members of the Corporation, all corporate powers shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the Corporation shall be controlled by the Board of Directors. 3 a -� • SECTION 2 - NUMBER. QUALIFICATION. ELECTION AND TENURE: The number of Directors shall be the number elected from time to time in accordance with these Bylaws. The current number of Directors is nine (9), but may be increased or decreased from time to time by action of the Board of Directors and by election in accordance with these Bylaws. The Directors need not be,residents of Florida. Directors shall be elected by the Members at the annual meeting of Members and shall serve until the next succeeding annual meeting and until their successors have been elected and qualified. SECTION 3 -ANNUAL MEETINGS OF THE BOARD OF DIRECTORS: The Board of Directors shall hold its annual meeting at the same place as and immediately following each annual meeting of Members for the purpose of the election of the its Chairman and Officers, which shall comprise the Executive Committee, and the transaction of such other business as may come before the meeting. If a majority of the Directors are present at the annual meeting of Members, no prior notice of the annual meeting of the Board of Directors shall be required. However, another place and time for such meeting may be fixed by written consent of all of the Directors. SECTION 4 - SPECIAL MEETINGS OF THE BOARD OF DIRECTORS: Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, who may fix a'reasonable time and place for holding them. SECTION 5 - TELEPHONE AND/ OR ELECTRONIC PARTICIPATION AND EMAIL VOTING: Directors may participate in meetings of the Board of Directors by means of a conference telephone, video conference, or similar communications equipment by which all persons participating can communicate with each other at the same time, and participation by such means shall constitute presence in person at such a meeting. The Chairman of the Board may also allow a Director to vote via Electronic Mail on any item to be considered by the Board at any duly called meeting, provided that the Director gives the Chairman advanced notice that the Director cannot attend the meeting. SECTION 6-QUORUM AND VOTING AT DIRECTOR MEETINGS: A majority of Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present SECTION 7-VACANCIES: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors(even though it is less than a-quorum of the Board of Directors) unless otherwise provided by law or the Articles of Incorporation. A Director elected to fill a vacancy shall hold office only until the next election of Directors by the Members. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of Members or a special meeting of Members called for that purpose. SECTION 8 -REMOVAL: At any meeting of the Members called expressly for that purpose, any Director or Directors may be removed from office,with or without cause,by a vote 4 of a majority of the Members then entitled to vote at an election of Directors. New Directors may be elected by the Members for the unexpired terms of Directors removed from office at the same meetings at which such removals are voted. If the Members fail to elect persons to fill the unexpired terms of removed Directors, and if the Members did not intend to decrease the number of Directors to serve on the Board,then the vacancies unfilled shall be filled in accordance with the provisions of these Bylaws for vacancies. The above notwithstanding,the Chairman has the discretion to remove any Director failing to attend scheduled meetings for five (5) consecutive meetings or six(6)meetings in a twelve(12)month period,unless such absences are excused. SECTION 9 — PRESUMPTION OF ASSENT: A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting because of as asserted conflict of interest. ARTICLE IV—OFFICERS SECTION 1 —OFFICERS: The Officers of this Corporation shall be a Chairman of the Board, President, Vice-President, Secretary and Treasurer, each of whom shall be elected by the Board of Directors, and such other officers and assistant officers as may be deemed appropriate may be elected by the Board of Directors from time to time."A failure to elect a Chairman of the Board, President, Vice President, Secretary or Treasurer shall not affect the existence of the Corporation. SECTION 2 —ELECTION AND TERM OF OFFICE: The Officers of the Corporation shall be elected annually by the Board of Directors at its meeting after each annual meeting of Members. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified,or until his death,or until he shall resign or shall have been removed in the manner hereinafter provided. SECTION 3 —REMOVAL: Any Officer may be removed from office at any time with or without cause, on the affirmative vote of a majority of the Board of Directors whenever, in its judgment,the best interests of the Corporation will be served thereby. Removal shall be without prejudice to any contract rights of the person so removed, but election of an Officer shall not of itself create contract rights. SECTION 4—VACANCIES: Vacancies in offices,however occasioned,may be filled at any time by election by the Board of Directors for the unexpired terms of such offices. SECTION 5 —DUTIES: The Chairman of the Board shall preside at all meetings of the Board of Directors and of the Members. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Executive Committee. Subject to the foregoing,the Officers of the Corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Directors. 5 • • SECTION 6—DELEGATION OF DUTIES: In the absence or disability of any Officer of the Corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his powers or duties to any other Officer or to any other Director. ARTICLE V—OTHER COMMITTEES SECTION 1 — CREATION OF COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board,designate any committee it deems necessary or advisable for the conduct of the Corporation's business. Such committees shall have such fimctions and may exercise such power of the Board of Directors as can be lawfully delegated and to the extent provided in the resolution or resolutions creating such committee or committees. SECTION 2 — COMMITTEE MEETINGS: Regular meetings of any designated committee may be held without notice at such time and at such place as shall from time to time be determined by the Members of such committees. SECTION 3 -- VACANCIES: Vacancies on any committee shall be filled by the Board of Directors then in office at any regular or special meeting of the Board of Directors. SECTION 4—QUORUM: At all meetings of any committee a majority of the committee present shall constitute a quorum for the transaction of business. SECTION 5 —MANNER OF ACTING: The acts of a majority of the Members of any committee present at any meeting at which there is a quorum shall be the act of such committee. SECTION 6 — MINUTES: Each committee shall keep regular minutes of their proceedings and report the same to the Board of Directors when required. ARTICLE VI—BOOKS.RECORDS AND REPORTS SECTION 1 — REPORT TO MEMBERS: The Corporation shall make available upon request a copy of the annual report to the Members of the Corporation not later than four (4) months after the close of each calendar year of the Corporation. Such report shall include a balance sheet as of the close of the calendar year and a revenue and disbursement statement for the year ending. Such financial statements shall be prepared from and in accordance with the books of the Corporation, in conformity with generally accepted accounting principles applied on a consistent basis. SECTION 2 — INSPECTION OF CORPORATE RECORDS: Any person who is a Member in good standing of the Corporation shall have the right, for any proper purpose and at any reasonable time, on written demand stating the purpose thereof,to examine and make copies from the relevant books and records of accounts, minutes, and records of Members of the 6 Corporation. Upon the written request of any Member in good standing, the Corporation shall mail to such Member a copy of the most recent balance sheet and revenue and disbursement statement. If such request is received by the Corporation before such financial statements are completed, said financial statements shall be mailed to such Member as soon as they become available. In any event,the financial statements must be mailed within four(4)months after the close of the last fiscal year. Additionally, balance sheets and revenue and disbursement statements shall be filed in the registered office of the Corporation in Florida and shall be kept for at least five(5)years, and shall be subject to inspection during business hours by any Voting Member,in person or by agent. ARTICLE VII—PURPOSE The Corporation is organized exclusively for charitable and educational purposes. It shall promote and encourage historical research; acquire, by purchase, gift, devise, or otherwise, the title to,or the custody and control of,historic locations and structures;to preserve and protect buildings and sites of historic interest; to collect and preserve records, relics, and other things of historic interest; to mark places of historic interest with suitable monuments and markers; to foster and promote public knowledge of and interest in local and national history. Notwithstanding any other provisions of these Bylaws, these purposes are limited to those described in Section 501 (cX3)of the Internal Revenue Code of 1954 or any other corresponding provision of any future United States Internal Revenue Code. ARTICLE VIII—FISCAL YEAR The fiscal year of the Corporation shall be the calendar year. ARTICLE IX-INDEMNIFICATION The Corporation shall indemnify each Officer and Director, including former Officers and Directors,to the full extent permitted by the Florida General Corporation Act and the Florida Not For Profit Corporation Act ARTICLE X—NONPROFIT OPERATION No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170(cX2) of the Internal 7 Revenue Code, or the corresponding section of any future federal tax code. Further, notwithstanding any other provision of herein, this Corporation shall not, except to an insubstantial degree,engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(cX3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XI—AMENDMENTS These Bylaws may be altered, amended or replaced by new Bylaws in the discretion of the Board of Directors, subject to the approval by vote of the members. Any such alteration, amendment or replacement shall become effective immediately upon member vote. WE HEREBY CERTIFY that the foregoing Byl ws of the Corporation named below were duly adopted by the Board of Directors on the /3 ftay of Pe.C , ,2010. SOUTH LAKE COUNTY HISTORICAL SOCIETY : ' orida Corpo B . LDctis Sfo President Attest: tCJ—c-ri-e---t--/ Dv /or e s Wick /re-'Secretary 8