Bylaws of Philly of the South Tampas Original Eagles Fan Club

Section 1.1. Adoption of Bylaws. These Bylaws were initially adopted by the Board of Directors in April 2004

Section 1.2. Purposes. The specific purposes for which the club is organized are:

Mission Statement: To promote the growth of a fan club that encourages fan support for the NFL Philadelphia Eagles football team specifically in Tampa, Florida and surrounding communities.

Goals: To provide opportunities for community based fans to meet throughout the year to support the Philadelphia Eagles, provide opportunities for participation in club travel to locations where the Philadelphia Eagles are playing, and to encourage other such fan clubs throughout the world to interact and participate in such support of this team.

Club's Rules of Engagement: All Board Members, Officers and Members must agree to provide equal support for any of the engagements entered into by the Board on behalf of the Club as defined in the above mission statement with respect to facilities, finances, and resources.

Section 2.1. Principal Office. The principal office of the club will be located in Tampa, Hillsborough County, Florida.

Section 2.2. Location of Registered Agent. The name and location of the present registered agent of the club is Mike Kline, 5712 W. Waters Avenue, Tampa, FL 33624. The club may from time to time change the registered agent by duly adopted resolution and filing of the appropriate documentation with the State of Florida.

Section 3.1. No Membership Certificates. The club shall not issue membership certificates.

Section 3.2. No Stock. The club shall not issue shares of stock.

Section 3.3. No Loans to Directors of Officers. The club will loan no money to any of its directors of officers.

Section 3.4. No Vested Rights. No director or officer of the club has any vested right, interest, or privilege of, in, or to the rights, property, assists, functions, or affairs of the club.

Section 3.5. No Profit Purposes. The club is organized exclusively for charitable, educational, and/or entertainment purposes.

Section 3.7. No Net Earnings Distribution to Members. No part of the net earnings of the organization shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on the propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 4.1. Definition of Board of Directors. The Board of Directors is that group of individuals vested with the management of the affairs of the club in accordance with the law and these Bylaws.

Section 4.2. Qualifications of Directors. The qualifications for becoming and remaining a director of the club are: (1) that the proposed director must be an individual over the age of 18 years, and (2) is interested and will work in the furtherance of the purposes of the club.

Section 4.3. Directors for 2004. The Board of Directors for the year 2004 are: Mike Kline, Mike Wilkins, Joe Mattiacci, Beth Baird Yocum, and Eric Vaihinger.

Section 4.4. Number of Directors. The Board of Directors shall be comprised of not fewer that three or more than 15 directors.

Section 4.5. Election. The general club membership shall elect a Board of Directors annually in November. The directors elected may include some or all of the existing directors.

Section 4.6. Term. The term of each director shall be one year. A director may be reelected for another term or terms.

Section 4.7. Removal. A director may be removed at any time by the affirmative vote of at least two-thirds of all directors whenever in their judgment the best interests of the club will be served by such removal.

Section 4.8. Ex Officio and Honorary Directors. The Board of Directors may elect one or more ex officio directors and one or more honorary directors, who may attend Board of Directors meetings, but who shall not have the right to notice or vote. Each such ex officio or honorary director shall serve for such a term as specified on his or her election, but if none is specified the term shall be one year. The other provisions of these Bylaws relative to vacancies and removal of directors shall be applicable. Unless otherwise specified in these Bylaws, all references to "directors" relate to voting directors and not to ex officio directors or honorary directors.

Section 4.9. Resignation;Vacancies. Resignation of a director will become effective immediately or on the date specified in the resignation, and a vacancy will be deemed to exist as of the effective date. Any vacancy occurring in the Board of Directors, whether by resignation, removal, incapacity, death or otherwise, shall be filled by majority vote of the remaining directors. The new director elected to fill the vacancy will serve for the unexpired term of the predecessor in office unless otherwise provided by the Board of Directors.

Section 4.10. Place of Meetings of Directors. Meetings of the Board of Directors will be held within or without the State of Florida at places determined by the Board of Directors.

Section 4.11. Regular Meetings of Directors. Regular meetings of the Board of Directors shall be held at the times and places specified by the Board of Directors from time to time.

Section 4.12. Annual Meetings of Directors. An annual meeting shall take place each year and will be designated as the first meeting with both the outgoing board of directors and the newly elected officers in attendance. Written notice stating the date, time and place of each annual meeting will be delivered to each director not less the ten days before the date of the meeting, either personally, by e-mail or by first class mail by or at the direction of the President or the Secretary. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the director at his or her address as it appears on the records of the club, with postage prepaid. The notice may but need not state the business to be transacted at, or the purpose of the meeting.

Section 4.13. Call of Special Meetings of Directors. A special meeting of the Board of Directors may be called by any one of the following: a majority of the Directors.

Section 4.14. Notice of Special Meetings of Directors. Written notice stating the date,time and place of any special meeting of the Board of Directors will be delivered to each director not less than three (3) days before the date of the meeting, either personally, by e-mail, or by first class mail by or at the direction of the person calling the meeting. If mailed the notice will be deemed to be delivered when deposited in the United States mail addressed to the director at his or her address as it appears on the records of club, with postage prepaid. The notice may but need not state the business to be transacted, or the purpose of such meeting.

Section 4.15. Waiver of Notice of Meeting of Directors. Notice of the date, time, place, and purposes of any meeting of directors may be waived in writing, either before or after the holding of the meeting, by a director. The written waiver must be filed with or entered on the records of the meeting. The attendance of any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of the meeting.

Section 4.16. Quorum of Directors. A majority of the Board of Directors then serving shall constitute a quorum. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors.

Section 4.17. Directors Meetings by Communications Equipment. Meetings of the directors may be held through any means of communication by which all directors participating simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 4.18. Action by Directors Without a Meeting. Action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more written consents describing the action taken and signed by each director. Any such written consent shall be filed with or entered on the records of the club. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

Section 4.18.1. Approval by Directors Without a Meeting. If an action requires Board approval, such approval may be taken without a meeting if the action is approved by a majority of the directors, provided that all directors have voted to approve or disapprove. Such action must be recorded by the Secretary and may be in written form or in electronic form via e-mail. E-mail votes need to be kept by the Secretary. An approval under this section is effective when the last director casts his or her vote.

Section 4.19. Ratification. Any director not present at a meeting may ratify the validity and actions that took place in that meeting by signing a written document indicating ratification. The ratification shall be deemed to be an affirmative vote for every action taken in the meeting, unless otherwise specified in writing.

Section 4.20. Compensation. No compensation shall be paid by the club to the directors for their services as directors of the club. No director shall be prevented from receiving compensation for other services provided to the club as may be permitted by law simply because he or she is a director of the club.

Section 5.1. Roster of Officers. The officers of the club will include the following: Chair; Vice-Chair; Treasurer; Secretary; and Registrar.

Section 5.2. Designation of Officers Duties. The designation of duties for club officers will be made annually in November by a consensus of the Board of Directors. Each officer will remain in office until a successor, if any, to the office has been chosen. The appointment to fulfill specific board offices or duties will be voted on by the Board of Directors. No office holds or wields greater power than any other office.

Section 5.3. Multiple Officeholders. In the election of board members to specific offices,the Board of Directors may elect and appoint any single person to any two or more offices simultaneously.

Section 5.4. Chair. The Chair will coordinate, set the agenda for and facilitate all meetings of the board. The Chair will perform all duties incident to his or her office and any other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors. The Chair, or in his or her absence the Vice-Chair, or in his or her absence the Secretary shall preside at all meetings of the Board of Directors.

Section 5.5. Vice Chair. The Vice-Chair will perform all duties and exercise all powers of the Chair when the Chair is unable to act. The Vice-Chair will perform any other duties as may be prescribed from time to time by the Board of Directors.

Section 5.6. Secretary. The Secretary will keep minutes of all meetings of the Board of Directors, will be the custodian of the Corporate record, will give all notices as are required by law or by these Bylaws, and, generally, will perform all duties incident to the office of Secretary and any other duties as may be required by law or by these Bylaws, or which may be assigned from time by the Board of Directors.

Section 5.7. Treasurer. The Board Treasurer will have charge and custody of the funds of the club and will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the clubs properties and business transactions, will render reports and accountings to the directors, and will perform in general all duties incident to the office of Treasurer and any other duties as may be required by law or by these Bylaws, or which may be assigned from time to time by the Board of Directors. This function, or parts of this function, may be contracted to a private vendor, subject to approval of the clubs Board. The Treasurer is also responsible for purchasing uniforms, equipment, and other purchases for the club.

Section 5.8. Registrar. The Registrar will maintain and update the club's general membership records. These records include, but are not limited to, mailing lists and the official membership registry. These records include all contact information and are for the sole and exclusive use of the club.

Section 5.9. Vacancies. Resignation of an officer will become effective immediately or on the date specified in the resignation and a vacancy will be deemed to exist as of the effective date. Any vacancy, whether by resignation, removal, incapacity, death or otherwise, shall be filled by majority vote of the Board of Directors. The new officer elected to fill the vacancy will serve for the unexpired term of the predecessor in office, unless otherwise provided by the Board.

Section 5.10. Removal of Officers. Any officer elected or appointed to office may be removed by an affirmative vote of at least two-thirds of all directors, whenever in their judgment the best interest of the club will be served by such removal.

Section 5.11. Employees,Contractors, and Volunteers. The Board of Directors will have the power to hire and fire employees or contractors providing service to the club. It shall have the power to arrange for volunteers for the club. The Board of Directors may delegate this power to an officer. The contractors shall have any responsibilities with regard to the activities and the operations of the club as may be directed from time to time by the Board of Directors.

Section 6.1. Creation of Divisions.

The Board of Directors may designate or appoint one or more divisions or operational structures to define the clubs management structure. Each organizational entity will be run by a manager or director appointed or elected by the Board of Directors. The director or manager will manage the affairs of their division based on the detailed outline provided by the Board of Directors in the "Philly of the South Management Plans" document. The "Philly of the South Management Plans" document shall be considered the rule of law governing how the clubs activities and affairs are run. The content of the "Philly of the South Management Plans" must be approved by a majority vote of the Board of Directors.

Section 6.2. Appointment of Committees. The Board of Directors may designate and appoint one or more committees and delegate to the committees specific and prescribed authority. Each committee chair shall be appointed by the Board. Members of each committee shall be selected by the Board or committee chair. However, no committee will have the authority of the Board of Directors in reference to affecting any of the following.

a. Filling of vacancies in the Board of Directors or other committees.

b. Adoption, amendment, or repeal of the Bylaws.

c. Adoption, amendment, or repeal of any resolution of the Board of Directors.

d. Action on matters committed to by the Bylaws or resolution of Board of Directors.

Section 6.3. Action by Committee Without a Meeting. Action required or permitted to be taken at a committee meeting may be taken without a meeting if the action is taken by all of the committee members. The action must be evidenced by one or more written consents describing the action taken and signed by each committee member. Any such written consent shall be filed with or entered on the records of the club. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Action taken under this section is effective when the last committee member signs the consent, unless the consent specifies a diffident effective date.

Section 7.1. Fiscal Year. The fiscal year of the club shall be January 1^st through December 31^st.

Section 7.2. Books and Records. The club will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Board of Directors and committees.

Section 7.3. Inspection of Books and Records. All books and records of the club may be inspected by any director or officer, or his or her agent or attorney, for any proper purpose at any reasonable time.

Section 8.1. Amendment of Bylaws. These Bylaws may be amended, altered or repealed by the majority vote of all directors (not just those attending the meeting at which the action is taken), except when the amendment changes any part of the club purposes defined in Section 1.2.

Section 8.2. Amendments to the Purposes of the club. Any modification or amendment to the original purposes of the club, as defined in Section 1.2, or to this section, will require a unanimous vote by the Board of Directors.