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BYLAWS OF INN ROUTE, INCORPORATED
AN ASSOCIATION OF SMALL AND HISTORIC LODGINGS OF FLORIDA
A NON STOCK, NON PROFIT MEMBERSHIP CORPORATION

ADOPTED AS OF JULY 28, 1988
As revised and amended through January, 2003

ARTICLE I
MEMBERSHIP

Section 1 Active Membership

Any person, firm or corporation owning, managing or operating an Inn (Lodging) in the State of Florida shall be eligible to apply for membership. Not more than one active member shall be eligible for membership from a single Lodging (Inn).

Section 2 Definition

An Inn shall be defined as having at least two rooms, independently owned, and located in a property deemed by the Board to have historic or architectural distinction. For purposes of these By-Laws, the words "Inn" and "Lodging" are interchangeable.

Section 3 Associate-Active Membership

A person associated with an active member in the management of the same Inn or having a financial interest therein is eligible for associate-active membership. Any person, firm or corporation holding an active membership may apply for one or more associate-active memberships. Association-active membership shall entitle the person elected to all the rights and privileges of active membership, except the right to vote. An active member may designate an associate-active member to act as his designee in all matters relating to the Association, including voting.

Section 4 Associate Membership

Any person who, having been an active member of this Association, has temporarily retired from the Inn business, shall also be eligible for associate membership until he re-engages in the Inn business in Florida, whereupon he shall again become entitled to apply for active membership.

Section 5 Allied Membership

Any person, firm or corporation servicing Inns (but not operating an Inn) shall be eligible to apply for allied membership. Allied members shall be entitled to the same privileges of the Association as active members, except that allied members shall not be entitled to vote at meetings of members or to serve as officers or as members of the Executive Committee of the Association. (See Article IV, Section 1 of these By-Laws re Board of Directors)

Section 6 Honorary Membership

Any person not actively engaged as an Innkeeper, who has rendered some distinguished service to the Inn business or the Association shall be eligible for honorary membership. Honorary members shall be entitled to the same privileges as active members of the Association. The names of the persons proposed for honorary membership may be submitted at any meeting of the Board of Directors but shall not be voted on until the next meeting of the Board.

Section 7 Conditions of Membership

Candidates for membership of any class except honorary membership shall file a written application for membership upon a form to be provided by the Association. Each applicant shall have all appropriate state and local licenses and furnish copies of the same with their application. An existing Inn Route Board of Director's member, a past Board of Director's member, the Executive Director, or the Property Review Person shall visit the Inn applying for membership and present to the Board their recommendation, which will then require a majority vote by the Board. Each applicant's Inn shall be inspected by an independent evaluating organization, which has been selected and approved by the Board of Directors. The Inn must obtain a satisfactory approval of the basic safety, health and hospitality guidelines as set forth by Inn Route. Should there be any deficiencies which should prevent an approved rating, the Inn shall have ninety (90) days to correct the same and be re-evaluated.

Section 8 Resignation and Leaving Inn Business

Any member may resign from the Association by giving written notice of his intention to the Association, such resignation to be effective on the end of the then current calendar quarter. Any active member or associate-active member who ceases to own, manage, operate or have a financial interest in an Inn in the State shall thereupon cease to be an active or associate-active member, as the case may be.

Section 9 Suspension or Expulsion

Any member may be suspended or expelled for cause other than non-payment of dues or assessments, such as violation of any of the By-laws or resolutions of the Association or the filing of any false report with the Association or conduct prejudicial to the best interests of the Association or the Inn business. Reasonable notice and the opportunity to be heard shall be given to any member against whom any such action shall be proposed, and the Board of Directors shall act as a trial board. Such suspension or expulsion shall be by a two-thirds vote of a quorum of the Board of Directors and such action shall be final and conclusive.

Section 10 The Same For Non-Payment of Dues or Assessments

If any Installment of dues for any member is unpaid within 30 days after the same is due pursuant to Article II, Section I, or if any assessment duly made by the Board of Directors pursuant to Article II, Section I, remains unpaid on the date fixed by said Board for the payment thereof, such member shall be notified that if such dues or assessments are not paid within 10 days from date, his name will be recorded in the offices of the Association as being in arrears; and if within 30 days thereafter such dues or assessment are not paid, he shall cease to be a member unless for reasons satisfactory to the Board of Directors, his default shall be excused.

Section 11 Continuance of Obligations

Neither resignation, expulsion nor suspension shall relieve a member from liability for any dues or assessments or other obligation accrued and unpaid at the time when the resignation, expulsion or suspension becomes effective.

Section 12 Grievance Procedure

Complaints received by Inn Route from guests regarding an Inn Route member property shall be communicated to that property for their comments. The Executive Director shall document complaints and member responses, and shall provide such documentation to the Board Member appointed by the Chairperson to be responsible for Standards/Inspections. The Executive Director shall maintain all correspondence regarding such complaints for no less than five (5) years. If after appropriate investigation and communication with the inn owners(s) and /or innkeeper(s), a complaint is deemed serious, the Standards Chairperson may bring the situation before the Standards/Grievance Committee. That committee will be appointed by Inn Route's Chairperson and will include three members in addition to him/herself and the Standards Chairman. This committee may, in cases where a property is viewed as a detriment of the objectives of Inn Route, make a recommendation to the Board of Directors for expulsion. Upon the Board's agreement to such action, a portion of the annual dues will be returned, prorated to the date of the Board's decision. All such proceedings will be completed within forty-five (45) days and may be conducted through phone and fax discussions. Detailed records of such communications will be maintained by the Executive Director.

ARTICLE II
DUES AND ASSESSMENTS

Section 1 Dues

The Board of Directors shall have full power to fix the amount and method of payment of dues for all classes of members (except that honorary members shall not be required to pay any dues). The annual dues of members as determined by the Board of Directors are due and payable on their anniversary date.

Section 2 Assessments

The Board of Directors shall have the power to make special assessments upon active members of the association, to be payable by them in proportion to the amount of their annual dues respectively, with the approval of two-thirds of the members of the association present and entitled to vote at a regular or special meeting called for the purpose, at which meeting a quorum is present, or by affirmative vote of two-thirds of the members entitled to vote, taken by mail ballot or in such other manner as the Board of Directors may determine. At least two weeks notice of such meeting shall be given to active members setting forth the terms of the proposed assessment and the date and manner in which it is to be payable. If the vote of the members is taken by mail ballot, the members shall receive a similar notice and the results of the mail ballot shall not be determined until at least two weeks after the mailing of such ballot to the members. The Board of Directors shall have no power to levy an assessment without such approval and notice.

ARTICLE III
MEETING OF MEMBERS

Section 1 Annual Meeting

The annual meeting of the association shall be held in the late fall of each year or at such other times as designated b the Board of Directors, for the election of the Board of Directors, and the transaction of such further business as may properly come before the meeting.

Section 2 Special Meetings

Special meetings of the association may be called at any time by the Chairman of the Board of Directors, and shall be called by the Chairman of the Board upon written request of five active members. Directors shall serve for the terms provided for in Section 1 of Article IV. At lease 30 days prior to the annual meeting of members, the Chairman of the Board shall appoint a nominating committee consisting of three directors. Such committee shall submit to the Board of Directors, for its information only, at the Board meeting next prior to the annual meeting of members, the name of candidates proposed by said committee for officers and directors of the association. Such committee shall also submit its report of such candidates to the annual meeting of members.

ARTICLE IV
DIRECTORS

Section 1 Number

The Board of Directors of this association shall consist of a maximum of 11 members who are active members, designees of active members, associate active members, honorary members, or allied members. The Immediate Past President of the association shall fill one of those positions, with the other 10 being elected for rotating 3 year terms. Board members shall be limited to two successive terms, and are expected to attend 75% of each year's quarterly meetings. The Board of Directors may retain a Board Member beyond the two, three year consecutive term limits, if there are not enough volunteers to fil the vacated seats to maintain diversity, location and expertise of Board Members.  All past Chairman of the Board elected after August 1, 1988, shall also serve as Life Members of the Board of Directors, provided that any such past Chairman of the Board is a dues paying active member, or an associate active member, meeting the requirements of Article I, Section I or Section 3 of these By-Laws.

Section 2 Duties and Powers

The Board of Directors shall manage the business and affairs of the association and, in addition to the powers expressly conferred on it by these By-Laws, may exercise all of the powers granted by the applicable provisions of Florida Law, subject to action taken by the members at any regular or special meeting.

Section 3 Special Powers

In addition to the foregoing general powers, the Board of Directors shall have the power to fill vacancies occurring among the Officers or Board of Directors; to appoint, suspend and remove any and all other agents and employees of the association and , from time to time, to determine their duties and compensation; to confer upon any officer or employee of the association the right to select, suspend, and remove any agent or employee of the association; to determine who shall be authorized to sign on the association's behalf, checks, notes, contracts, and other documents; and to elect honorary members of the association.

Section 4 Executive Committee

The officers of the association, the immediate past Chairman of the Board, and two Directors, shall constitute an Executive Committee of the Board of Directors which shall be empowered to exercise any and all of the powers of the Board of Directors during any interval between meetings of the Board of Directors. Allied members shall not be entitled to serve on the Executive Committee.

If the immediate past Chairman of the Board cannot serve on such Committee, the preceding past Chairman of the Board who can serve shall be a member of such committee. Minutes of every Executive Committee meeting shall be sent to all members of the Board within 10 days after such meeting.

Section 5 Quorum

One-third of the members of the Board of Directors shall constitute a quorum and all matters to be passed upon by the Board, except as otherwise herein expressly provided, shall be approved by at least a majority of a quorum of the Board. Three members of the Executive Committee shall constitute a quorum.

Section 6 Meetings

Meetings of the Board of Directors may be called by the Chairman of the Board, and shall be called by the Chairman of the Board, upon request of any three members of the Board.

Section 7 Notice

At least 10 days notice of all meetings of the Board of Directors shall be given to each member of the Board

Section 8 Vacancies

A vacancy shall be deemed to exist in the Board of Directors only when an elected director or an active officer of the association dies, resigns as a director, or ceases to be an active member or associate-active member, or whenever an elected member of the Board fails to attend three successive meetings of the Board without submitting reasons therefore which are considered good and sufficient by the Board. Whenever any such vacancy shall occur in the membership of the Board of Directors between annual elections of directors, the Chairman of the Board shall appoint a nominating committee, consisting of three directors. Such committee shall without delay and, in any event, not later than the next regular meeting of the Board following its committee to fill the term of such director. If the committee cannot agree on a candidate or if the candidate submitted is not satisfactory to the Board, the Board may refer the matter back to the same committee or appoint another committee. In all cases, election of a director to director to fill a vacancy shall be by vote of a majority of the directors then in office, regardless of their number.

Section 9 Voting by Mail or Telephone

The Chairman may conduct the affairs of the association by convening a meeting of the Board by telephone and/or mail, email or electronic conferencing.  All other committees of the association may meet in the same manner.

Section 10 Headquarters of the Association

The Chairman's property or any property he/she designates shall serve as the headquarters of the association.

ARTICLE V
OFFICERS

Section 1 Officers - Election and Filling Vacancies

The officers of the association shall consist of a Chairman of the Board, a Vice Chairman of the Board, a Secretary, and a Treasurer. All of the officers shall be elected by the Board of Directors. The Chairman of the Board, Vice Chairman of the Board, Secretary and Treasurer must be members of the Board of Directors and active members or designees of active members of the association. A vacancy in any elected office shall be filled by the Board of Directors for the term expiring at the next annual meeting of members.

Section 2 Chairman of the Board

The Chairman of the Board shall be the chief executive officer of the association; shall preside at all meetings of the Board of Directors and of members, and of the Executive Committee; shall, with approval of the Board of Directors, appoint all regular and special committees, the number of such regular committees to be determined annually by the Chairman of the Board, and such special committees to be appointed from time to time as he may deem advisable; shall make an annual report, verified by the Treasurer, showing the condition of the affairs of the association and submit it to the annual meeting of members, and shall be an ex-officio voting member of all regular committees.

Section 3 Vice Chairman of the Board

In the absence of the Chairman of the Board, the Vice Chairman of the Board shall exercise and assume all of the powers and duties of the Chairman of the Board.

Section 4 Secretary

The Secretary shall attend all meetings of members and of the Board of Directors and keep accurate minutes of the proceedings.

Section 5 Treasurer

The Treasurer shall keep or cause to be kept, full and accurate accounts of receipts and disbursements in book belonging to the association and shall deposit all moneys and other valuable property in the name and to the credit of the association in such depositories as may be designated from time to time by the Board of Directors; shall disburse funds of the association subject to the order of the Board of Directors, taking proper vouchers for such disbursements; shall render to the Chairman of the Board of Directors at such meeting of said Board, and at such other times as they may require it, an accounting of all his transactions as Treasurer and of the financial condition of the association; and at the annual meeting of the association; shall render a like report for the fiscal year.

Section 6 Audit

The books and accounts of the association shall be audited annually at the end of each fiscal year and at such other time or times as the Chairman of the Board or the Board of Directors shall designate by such auditor as shall be selected by the Board of Directors. The fiscal year of the association shall end on December 31st of each year.

ARTICLE VI -
DIRECTORS AND OFFICERS RIGHTS TO INDEMNIFICATION

Subject to the provisions of paragraph (c) hereof, any person made or threatened to be made a party of any action or proceedings, other than one by or in the right of the association to procure a judgment in its favor, whether civil or criminal, including any action by or in the right of any other corporation of any type of kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, by reason of the fact that he, his testator or intestate is or was a Director or Officer of the association shall, to the extent payment is provided by the applicable insurance policy they in effect for the association, shall be indemnified against judgments, fines, or amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually or necessarily incurred by, or imposed upon, him in connection with or resulting from such action or proceeding or any appeal therefrom; provided that such Director or Officer acted in good faith, for a purpose which he reasonably believed to be in the best interest of the association and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Subject to the provisions of paragraph (c) hereof, any person made a party to any action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he, his testator or intestate, is or was a Director of Officer of the Association, shall, to the extent payment is provided by the applicable insurance policy then in effect for the association be indemnified against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with or resulting from the defense of such action or any appeal therefrom, except in relation to matters as to which such Officer or Director is adjudged to have breached his duty to the association. In no event shall indemnification under this paragraph (b) include an amount paid in settling or otherwise disposing of a threatened action or pending action which is settled or otherwise disposed without court approval. No Director or Officer may be indemnified again the foregoing judgments, fines, or amounts paid in settlement and reasonable expenses, including attorney's fees, pursuant to the provisions of paragraphs (a) or (b) of this Article VI prior to the final determination of any claim or claims and payment thereof by the insurance company pursuant to said applicable insurance policy then in effect. The foregoing rights of indemnification shall not be exclusive of other rights of indemnification to which such Director or Officer may be entitled as a matter of law.

ARTICLE VII
CORPORATE SEAL

The seal of the association shall be in the form of a circle which shall bear the corporate name of the association and the year of incorporation and the words "Corporate Seal".

ARTICLE VIII
AMENDMENTS TO BY-LAWS

These By-Laws may be amended by a two-thirds (2/3) vote of the members of the Board of Directors present at any meeting of the Board duly called and held pursuant thereto, or by resolution duly passed at any meeting of members provided that the proposed amendment shall be set forth in full in the notice of the meeting, which notice shall be given in writing at least two weeks prior to such meeting and shall be approved at such meeting by the affirmative vote of two-thirds (2/3) of the members present in person or by proxy and entitled to vote at such meeting. In the event of a conflict between the amendments passed by the Board of Directors and amendments passed by the members of the association, the latter shall prevail. Whenever five or more voting members shall submit a request in writing to the association for an amendment of the By-Laws, a copy of the proposed amendment shall be included in the notice of the next annual meeting of members.

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