BY-LAWS FILM FLORIDA, INC.

1 BY-LAWS FILM FLORIDA, INC. Last Revised September, 2014 ARTICLE I. Statement of Purpose Film Florida, Inc. is a not-for-profit Corporation that provides a leadership role in Florida s film, digital media and entertainment production industries by representing a coalition of interests, including private industry, industry associations, labor organizations, education professionals and local film commissions. Its purpose is to offer to business and individuals the benefits of a statewide trade association, to promote the creation of jobs in the film, digital media and entertainment production industries, and to promote economic development and tourism. The specific purposes for which this Corporation is organized are exclusively within the meaning of Section 501(c) (6) of the Internal Revenue Code of 1986, as amended and the Regulations promulgated there under. Section 2.01 Membership ARTICLE II. Members a. Voting membership is open to any Florida resident and/or legal entity which maintains business interest or representation in the State of Florida, whether an individual or a collective, having demonstrated an active interest in the principals, objectives, concepts and goals of the Corporation, and who shall be an active participant in a business, profession or occupation within one of the following categories related to the entertainment industry: 1. Film 2. Television 3. Video 4. Fashion/print 5. Music 6. Digital media 7. Allied industries and professions 8. Education b. Any person or legal entity providing representative(s) that is current in payment of dues as defined in Section 2.03 below shall be considered a Full Member of the corporation, with seat and voice in all membership meetings and vote when designated by the Board of Directors. c. The Film Florida Legends Award recipient will be given a lifetime membership to Film Florida and shall receive full membership benefits. d. No Person shall be denied membership in this Corporation by reason of race, creed, national origin, age, disability, marital status, sex, sexual preference or religion. Membership shall be conditioned upon the payment of dues as set from time to time by the Board of Directors. Membership shall be

2 effective upon the completion of the membership enrollment form, as adopted by the Board of Directors, and upon payment of the first year s dues in advance, as set by the Board of directors. Section 2.02 Resignation or Removal of Members a. Any member of the Corporation may resign at any time by giving written notice to the Executive Board. Any such resignation shall take effect at the time specified therein, or, if the time is not specified therein, upon receipt of notice by the President. b. Any member in default in payment of dues shall be suspended from all privileges of membership, and if, after notice, the default is not cured within a period of sixty days, the membership of that member shall be automatically terminated. c. Any member may be removed from membership by a majority vote of the Board of Directors for conduct deemed prejudicial to this corporation, provided that the member shall have first been served with written notice of the accusations and shall have been given an opportunity to produce witnesses, if any, and to be heard, at the meeting at which the vote is taken. Section 2.03 Dues a. Annual memberships are $500.00 b. Annual corporate sponsorships are per attached document (attachment A ). c. The Board shall determine from time to time the amount of membership or sponsorship dues. Section 3.01 Annual Meeting ARTICLE III. Full Membership Meetings An annual meeting of members shall be held each year on a date and at a time and place to be set by the Board or by the Executive Board. At least twenty days prior to the date set for the annual meeting, written notice of the date, time, and place of the meeting shall be given to each member entitled to vote at the meeting, at their physical and/or email address as listed on the books of the Board. Section 3.02 Special Meetings A special meeting of the members may be called at any time by the Executive Board, by the Board of Directors, or by a majority of the members. At least twenty days prior to the date set for a special meeting, written notice of the date, time, place and purposes of the meeting shall be mailed to each member entitled to vote at the meeting. No business not mentioned in the notice shall be transacted at the meeting. Section 3.03 Voting Voting power of all members and/or a designee of the member from within the same membership so assigned and communicated to the Executive Board before the start of a meeting shall be equal. Each member in good standing shall have one vote and one vote only. Decisions shall be determined by a simple majority vote of those members voting. Section 3.04 Quorum A quorum shall be those members attending the meeting who are entitled to vote. Any matter requiring a majority vote of the members shall mean a majority vote of the members present. Section 3.05 Rules of Order

3 Roberts Rule of Order, as revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws. Section 4.01. Membership ARTICLE IV. Board of Directors The Board shall be composed of up to 21 members. The number of seats on the Board of Directors may be fixed from time to time by action of the members or of the directors. Section 4.02. Duties The business and affairs of this Corporation and the general policies to be followed by the Corporation shall be the responsibility of the Board. Section 4.03. Qualifications Each member of the Board shall be a member in good standing of this Corporation. Each member of the Board shall possess or evidence sufficient skills, knowledge, and/or background, in one of more of the following areas: economic and business development, business management, marketing, community leadership, local and state government, grants and other funding mechanisms, public needs and interests, education or other areas as deemed appropriate. No person shall de denied membership on the Board of Directors by reason of race, creed, national origin, age, disability, marital status, sex, sexual preference or religion. Section 4.04 Composition of the Board a. The Board shall be made up of three representatives from each of the Film Florida Councils as defined in Section 5.01 below plus an Executive Board as defined in Section 4.12 below and the immediate Past President. Efforts shall be made in the selection of board members to include representatives from all geographic areas of the state. b. Each Film Florida Council shall hold an election to select three representatives plus up to three alternates from the council to serve on the Board of Directors. The election shall be held in advance of the annual meeting so that the election results may be announced and the new Board members installed at the annual meeting. c. The first election of officers after the adoption of these bylaws shall be held during the first annual meeting of the Corporation. Thereafter, the annual election of officers shall be conducted by a written or electronic ballot sufficiently in advance of the annual meetings so that the election results may be announced and the new officers installed at the annual meeting. d. The board shall form a nominating committee comprised of members of Film Florida s Past Presidents to develop a ballot for elections of officers of the Executive Board for the annual election and to oversee completion of the election process. The Past Presidents serving on the nominating committee shall not seek or be considered for nomination to any Film Florida Executive Office. The nominating committee will consider any qualified candidates from each Council to insure the Executive Committee fairly represents the interests of all Film Florida Councils. e. No more than two members of any Film Florida Council shall serve as officers of the Executive Committee. The immediate Past President shall be excluded as part of this limitation. f. Members of any Council may seek any position of officer of the Executive Board. Officers of the Executive Board will be determined by the individual receiving the most votes at each officer position, unless more than two officer positions are filled by members of the same Council. If more than two members of any individual Council are elected to officer positions of the Executive Board, only the

4 two individuals receiving the two highest votes for officer positions of that Council will be fill these positions. Once these two positions have been filled by any individual Council, the remaining candidates of that Council are no longer eligible for consideration of remaining officer positions. g. Should any Council not fill a position on the Executive Board, that Council will select a representative from within the Council to serve on the Executive Board as the position of Executive Officer At-Large. Section 4.05 Term of Office Board members shall serve a term of one year. Each member of the Board shall be eligible for re-election upon the expiration of his or her term. The terms of the Board of Directors shall be the same as the terms that correspond to their terms of elected office and until their successors are elected and assume office or as may be provided by the Corporation. Section 4.06 Meetings of the Board of Directors a. The annual meeting of the Board of Directors will be held concurrent with the annual meeting of the members. b. Special meetings may be called at the request of the President or any two members of the Board of Directors, and shall be held from time to time as the Board sees fit to manage the workings of the Corporation. The time and place of such meetings shall be determined by the Board. c. Participation of Directors By Means Of Communications Equipment: Members of the Board of Directors, the Film Florida Councils or any committee thereof, shall be deemed present at a meeting of such Board, Council or committee if a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, is used. Section 4.07 Notices a. Written notices of any annual meeting of the Board shall be provided to all members of the Board which such notice shall be received at least twenty (20) days prior to such meeting, at their physical and/or email address as listed on the books of the Board. b. Written notices of any regular meeting or special meeting of the Board shall be provided to all members of the Board which such notice shall be received at least fourteen (14) days prior to such meeting, at their physical and/or email address as listed on the books of the Board. However, in the event of an emergency meeting called by the President or any two directors, formal notice may be waived. Section 4.08 Quorum A minimum of one half (½) of the membership of the Board shall constitute a quorum of the Board. Any matter requiring a majority vote of the Board shall mean a majority of the Board members present, provided a quorum is present. Section 4.09 Vacancies When a permanent or temporary vacancy occurs on the Board of Directors, the members of the corresponding Film Florida Council will fill the seat in the following manner and order: a. Alternate: The Council-elected alternate representative(s) of the individual Council will fill in for absent Council representatives. b. Substitute: The representative member or member legal entity may choose to assign a designated representative from their same membership to serve and vote on their behalf. Such assigning of vote must be communicated to the Executive Board from the absent representative before the start of the meeting.

5 c. Appointee: If neither an alternate nor substitute can serve, the ranking Council representative will appoint a member from the Council to serve for the corresponding seat on the Board of Directors for that meeting alone. Section 4.10 Resignation or Removal a. Any member of the Board may resign at any time by giving written notice to the Board. Any such resignation shall take effect at the time specified therein, or, if the time is not specified therein, upon its receipt by the Board. b. Any member of the board may be removed from membership by a majority vote of the Board of Directors for conduct deemed prejudicial to this corporation, provided that the member shall have first been served with written notice of the accusations and shall have been given an opportunity to produce witnesses, if any, and to be heard, at the meeting at which the vote is taken. Section 4.11 Voting Every member or appropriate vacancy representative (as defined in 4.09) elected to a position on the Board of Directors and currently in good standing shall have the right and be entitled to one vote upon every proposal properly submitted to vote at any meeting of the Board. Section 4.12 Compensation Members of the Board shall not receive any compensation for their services, unless the Board decides, on an ad hoc basis by majority vote, to grant such compensation to Board Members that propose services that result in a substantial financial or economic benefit to Film Florida, Inc. In addition to the above stated language such Board Member would have to (1) provide full disclosure to the Board of his or her financial involvement in providing such services and (2) not vote on any issue or resolution before the Board that he or she would possible have a financial interest in. Section 5.01 Composition of the Executive Board The officers of the Executive Board shall consist of: ARTICLE V. Executive Board a. A President, who shall preside at meetings of the membership, of the Board, and of the Executive Board, and shall have such other duties as are assigned by the Board from time to time. b. A First Vice-President, who shall preside at meetings of the membership, of the Board, and of the Executive Board in the absence of the President and who shall have such other duties as are assigned by the Board from time to time. c. A Second Vice-President, who shall preside at meetings of the membership, of the Board, and of the Executive Board in the absence of the President and first Vice-President and who shall have such other duties as are assigned by the Board from time to time. d. A Secretary, who shall attend the meetings of the membership, of the Board, and of the Executive Board, and shall preserve in the books of the Corporation true minutes of the proceedings of all meetings, and who shall have such other duties as are assigned by the Board from time to time. In the absence of the President and Vice Presidents, the Secretary shall accept and perform the duties and exercise the power of the President. The Secretary shall ensure that all minutes and records are properly kept and are available for corporate purposes.

6 e. A Treasurer, who shall have custody of the corporate funds and shall keep in the books of the Corporation full and accurate accounts of all receipts and disbursements, who shall have such other duties as are assigned by the Board from time to time. In the absence of the President, Vice Presidents and the Secretary, the Treasurer shall accept and perform the duties and exercise the power of the President. The Treasurer shall be responsible for all reports pertaining to the fiscal affairs of the Corporation and shall be custodian of all funds that the Corporation might receive. f. Executive Officer At-Large, who shall be appointed from any Council with representation absent from the Executive Board by their Council. In the absence of the President, Vice Presidents, the Secretary and the Treasurer, the Member At-Large shall accept and perform the duties and exercise the power of the President. Section 5.02 Terms of Election The first election of officers after the adoption of these bylaws shall be held during the first annual meeting of the Corporation. Thereafter, the officers shall be elected for annual terms by the full members in a ballot conducted by mail sufficiently in advance of the annual meeting so that the election results may be announced and the new Executive Board installed at the annual meeting. Section 5.03 Removal of Officers Officers may be removed at any time by a two-thirds vote of the full Board of Directors. A vacancy in any office due to death, resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term. Section 6.01 Film Florida Councils ARTICLE VI. Councils and Committees a. All full members shall belong to one of four Film Florida Councils: 1. Labor Council: the leadership of the various film, digital media and entertainment production industry labor organizations. 2. Film Commission Council: representatives of local film commissions functioning with governmental sanction and approval in their local area. 3. Industry Council: business leaders in the film, digital media and entertainment production industry. 4. Associations Council: Associations, Festivals and other Membership Organizations related to the film, digital media and entertainment production industry in Florida. 5. Education Council: Administrative and Academic professionals in the Entertainment Industry representing Universities, Colleges, Community Colleges, Elementary, Middle and High Schools, Charter Schools, Private Schools and Vocational Schools licensed and certified as educational institutions in the state of Florida. b. The members of each council shall elect a chairman and one or more vice-chairmen and up to three alternates. Such positions may not concurrently hold officer positions on the Executive Board. c. During the first year of a new Film Florida Council s existence the members will recruit new members and select representatives to serve on the Board of Directors as defined in Section 4.04. Section 6.02 Committees The Board may from time to time appoint committees and/or task forces, which in its discretion may be deemed necessary and advisable.

7 ARTICLE VII. Financial Affairs Section 7.01 Audited Bookkeeping a. All of the books and records of the Corporation shall be maintained by the secretary and treasurer of the Corporation and shall be available for inspection as required by law. A compilation review shall be performed annually. b. The Executive Board is authorized to conduct business and enter into individual agreements of up to $5000.00. Any larger individual expenditure requires majority Full Board approval. Section 6.02 Fiscal Year The fiscal year of the Corporation shall begin on January 1 of each year. ARTICLE VIII. Insurance The Corporation shall carry annual Directors and Officers Liability Insurance, and may carry Commercial General Liability and other such policies for the purpose of producing events. ARTICLE IX. Amendments These by-laws may be amended, revised, repealed, or rescinded by a majority vote of the Board at any meeting of the Board. ARTICLE X. Nondiscrimination No person shall be denied membership, association with, participation in the programs of, or other involvement with the business and services of the Corporation on the basis of race, creed, national origin, age, disability, sex, sexual preference or religion. ARTICLE XI. Corporate Seal The corporate seal of the Corporation shall be in the form and style adopted from time to time by the Board of Directors. Previous revisions: June 2011