1 ARLINGTON PARK NEIGHBORHOOD ASSOCIATION, INC STATEMENT OF PURPOSE, OBJECTIVES AND BYLAWS STATEMENT OF PURPOSE

We seek to foster community involvement among our residents in order to maintain and enhance the quality of life in Arlington Park Neighborhood for all its residents and its many visitors. OBJECTIVES To foster the improvement and preservation of the neighborhood and a high quality-of-life for all residents. To educate members about the decisions and decision-making processes of local government. To encourage member involvement in issues that affect the neighborhood. To work with other associations, groups and individuals to improve the city and quality-of-life of all city residents.

BYLAWS ARTICLE I – Name Section 1.1: The name of the corporation is Arlington Park Neighborhood Association, Inc. (APNA).

ARTICLE II – Predecessor Non-Profit Organization Section 2.1: The Corporation is the successor to Arlington Park Neighborhood Association, a non-profit organization that existed from November 18, 2003 until the adoption of the Articles of Incorporation of the Corporation on November 20, 2018.

ARTICLE III – PURPOSE AND POWERS Section 3.1 Purpose Arlington Park Neighborhood Association, Inc. is a Florida non-profit corporation and shall operate exclusively for education and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. APNA’s purpose is: (1) To promote the maintenance and improvement of the residential quality of Arlington Park Neighborhood and its public areas. (2) To safeguard property rights and promote the general welfare of Arlington Park Neighborhood. 2 (3) To encourage and promote mutual understanding and cooperation among the residents of Arlington Park Neighborhood and an appreciation of situations and problems common to all residents; and to advise and assist each other in their solution. (4) To exchange ideas and information, and to sponsor programs and activities for the protection and enhancement of the residential quality of the area and its residents and the general public. (5) To act in concert with other associations and organizations within the City and County of Sarasota to improve the general welfare of the entire area, to accomplish these ends. Section 3.2 Powers The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons who activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions. Section 3.3 Nonprofit status and Exempt Activities Limitation (a) Non-profit Legal Status. Arlington Park Neighborhood Association, Inc. (“APNA”) is a Florida non-profit public benefit corporation, recognized as tax exempt under Section 501 (c)(3) of the United States Internal Revenue Code. (b) Exempt Activities Limitation. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from the federal income tax under section 501 (c)(3) of the Internal Revenue Code, 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. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, 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 the purposes set forth in the Articles of Incorporation and these Bylaws. (c) Distribution Upon Dissolution. Upon termination or dissolution of the Arlington Park Neighborhood Association, Inc., by a majority vote of the Board of Directors, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501 (c)(3) of the Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. 3 The organization to receive the assets of the Arlington Park Neighborhood Association, Inc. hereunder shall be selected by the discretion of a majority of the managing body of the Arlington Park Neighborhood Association, Inc. and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of competent jurisdiction against the Arlington Park Neighborhood Association, Inc. by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Florida. In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Florida to be added to the general fund.

ARTICLE IV – MEMBERSHIP Section 4.1 Membership in the Corporation shall be open to all persons who reside, own property or operate a business within the Arlington Park neighborhood as described in Article IV, Section 4.4 Section 4.2 There shall be a class of Voting Membership for persons residing or owning residential property, and organizations owning residential property, within the Arlington Park neighborhood as described in Article IV, Section 4.4. Only members of this Class shall have the right to vote at the Annual Meeting, May Membership Meeting, or any other meeting of the Corporation, where the vote of the general membership is requested. Section 4.3 There shall be a class of Associate Membership for persons and organizations operating a business, but not residing or owning residential property within the Arlington Park neighborhood as described in Article IV, Section 4.4. Members of this Class shall not have the right to vote at the Annual Meeting, May Membership Meeting, or any other meeting of the Corporation, where the vote of the general membership is requested. Section 4.4 The boundaries of the Arlington Park Neighborhood Association are the south side of Bahia Vista Street, the north side of Webber Street, the east side of Tamiami Trail (US41), and the west side of Tuttle Avenue, and shall exclude those properties that are not within the City limits.

ARTICLE V – BOARD OF DIRECTORS Section 5.1 The Corporation shall be managed by a Board of Directors consisting of not less than five (5) and not more than nine (9) but in all events an odd number of members who are not Associate Members as defined in Section 4.3. Any Voting Member, described in Section 4.2, may submit their name to the Nominating Committee for consideration as a Member of the Board of Directors, prior to the fifth day of October, so that their candidacy can be interviewed by the Nominating Committee to be included on the Nominating 4 Committee Slate, prior to the October meeting. Alternatively, they can self-nominate or be nominated by others at the October meeting to be included in the election at the November Annual membership meeting. Information concerning each nominee will be posted after the October meeting on the Arlington Park Neighborhood Association Inc., website, reached through https://www.arlingtonparksrq.org. Section 5.2 Members of the Board of Directors of the Corporation shall be elected at the November Annual Meeting from a Slate of potential Directors provided by the Nominating Committee at the previous month’s (October’s) meeting and from nominations from the floor made at the October meeting; for a term of two (2) calendar years, with staggered terms. Any Board Member can seek additional terms of office beyond their initial term. Section 5.3 The Board shall report on all its decisions and/or actions at the next General and/or Annual Membership Meeting following those decisions Section 5.4 The Board shall consider any and all successful motions made at the Annual Membership Meeting at the next meeting of the Board of Directors, which shall be scheduled prior to any subsequent Membership Meeting.

ARTICLE VI – BOARD OF DIRECTORS MEETINGS Section 6.1 The Board of Directors may meet on an “as-needed” basis, at the discretion of the Board. Section 6.2 Special meetings of the Board of Directors may be called by the President upon reasonable notification to the Directors, with the location to be determined by the President. When the Board of Directors consists of nine (9 members, six (6) members of the Board of Directors may call a meeting of the Board upon a five (5) days’ notice to the President. When the Board of Directors consists of seven (7) members, five (5) members of the Board of Directors may call a meeting of the Board upon a five (5) days’ notice to the President. When the Board of Directors consists of five (5) members, four (4) members of the Board of Directors may call a meeting of the Board upon five (5) days’ notice to the President. Section 6.3 The presence of a majority of the Board of Directors shall constitute a quorum at all meetings of said Board. Section 6.4 All Board meetings will be run according to the then-current version of Robert’s Rules of Order, and a majority vote of Board members voting will prevail. Section 6.5 Any or all of the members of the Board of Directors may attend a Board meeting by telephone or other simultaneous electronic communication (ZOOM, text, conference call, Skype, etc.), provided that all Directors attending communication can be visually and/or audibly communicated. 5

ARTICLE VII – MEMBERSHIP MEETINGS OF THE CORPORATION Section 7.1 General and Annual Membership meetings of the Corporation will be held on the 4th Tuesday of each month, except that meetings in July, August and December are optional. If a conflict occurs for any of the aforementioned dates, a change can be made by the board. Section 7.2 All meetings will be run according to the then-current version of Robert’s Rules of Order, and a majority vote of members voting will prevail. Section 7.3 The Annual Membership Meeting of the Corporation shall be held on the third Tuesday of November of each year, at which time the election of Directors shall be held. Section 7.4 At any Meeting of the Corporation, the presence in person of four (4) Directors, shall constitute a quorum for the calling of the meeting to order. Section 7.5 All actions taken or adopted at a an Annual Membership Meeting of the Corporation, excluding dissolution of the Corporation, need only a simple majority of the voting members present and voting thereon to pass, unless the laws of the United States or State of Florida or the Articles of Incorporation or Bylaws of the Corporation provide otherwise. Dissolution of the Corporation requires a majority vote of the Board of Directors.

ARTICLE VIII – OFFICERS Section 8.1 The officers of the Corporation shall be the President, Vice-President, Secretary, Treasurer, and Sergeant at Arms, who shall be selected by the Board of Directors elected at the November Meeting, these Officers shall serve for a term of one (1) calendar year or until their respective successors are elected and qualified. This selection of officers shall occur within three weeks of the November Annual Membership meeting to ensure a smooth transition between existing officers. Section 8.2 The President shall preside at all meetings of the Corporation and its Board of Directors and shall be the chief executive officer of the Corporation empowered to perform all duties pertaining to that office. He/She shall issue notices of meetings and conduct all correspondence except as may be otherwise agreed by the Board of Directors. Section 8.3 The Vice-President shall perform all the duties of the President in the event of his/her absence or disability; and shall perform such other duties as may be directed by the Board. He/She shall be responsible for checking the PO Box and for keeping the Community Bulletin Board in Arlington Park up to date. Section 8.4 The Secretary shall keep minutes of all meetings of the Corporation and its Board of Directors. Section 8.5 The Treasurer shall have the responsibility for Corporation’s funds, and shall keep a complete and accurate record of all receipts and disbursements. He/She shall pay all bills approved by the President or Vice-President and shall make a complete financial report at the Annual and May 6 Membership Meetings, and at all other meetings of either the Board of Directors or of the entire membership. He/She is responsible for filing the IRS Form 990 EZ Tax documents. Section 8.6 The Sergeant at Arms shall assist the president in assuring the orderly conduct of the meeting.

ARTICLE IX – COMMITTEES Section 9.1: The President shall appoint all members of each committee and name the Chairman thereof from the Board of Directors and members of the Committee from the Members of the Corporation and shall serve as ex-officio member of each. Section 9.2 The Standing committees shall be: Nominating, Finance, Governance, Communication, Fundraising and these standing committees may be supplemented by any other committees as the Board of Directors may designate. A. Nominating Committee shall consist of three (3) members of the Corporation of whom two (2) shall be Board members and one (1) of whom shall not be a member of the Board. At least twenty (20) days prior to the Annual Membership Meeting of the Corporation, the Nominating Committee shall submit the names of members, to fill the terms of those directors whose terms have expired, who will sit on the Board of Directors if elected by a majority of the members present or by proxy at the Annual Membership Meeting of the Corporation. Additional nominations of candidates to serve as Directors may be made from the floor at the meeting prior to the Annual Membership Meeting. B. The Finance Committee shall be responsible for the preparation and submission of the Annual Budget and Annual Financial Review of the Corporation for approval of the Board of Directors of the Corporation at the meeting of the Corporation’s Board of Directors to be held immediately preceding the Annual Membership Meeting of the Corporation. C. The Governance Committee shall be responsible for keeping the updated bylaws and updated Board and Committee Chair contact list. Further, they shall be responsible for the keeping and/or management of all assets, including websites, web accounts/passwords, PayPal Account, keys, physical signs, documents, etc. Further, they shall be responsible for making sure that IRS taxes are filed by the Treasurer, the Annual Corporate Report is filed, and that the Department of Agriculture and Consumer Affairs annual license is filed. Additionally, The Governance Committee shall lead pursuit of any grant efforts, including Giving Partner registration with the Community Foundation for community wide donations. D. The Communications Committee shall be responsible for assisting the President with all electronic and written communication, including monitoring the inflow of communication via the website and email. E. The Fundraising Committee shall be responsible for development of activities leading to sources for revenue enhancement. 7 F. The need for specific purpose or specific program sub-committees may arise; the decision to create such a committee will be determined on an as-needed basis. Such a sub-committee will be chaired or co-chaired by a Board member. A budget for expenses and income must be approved by the Board before expenditures can occur. In no case will such a committee be authorized to spend APNA funds or to collect funds through APNA, Inc. as a separate entity, without full Board authorization. Further, any contact information collected during the efforts of such a committee will be delivered to the APNA Inc data base for inclusion. Further, any such committee will require regular meetings, defined budget and monthly Board reporting. Any such committee will not be authorized to have a separate website nor be authorized to speak separately as the voice of APNA, Inc.

ARTICLE X – AMENDMENTS Section 10.1 These Bylaws may be amended by a majority vote of the members of the Corporation present at the November Annual Membership Meeting or at the May Membership meeting. The Amendments to the Bylaws go into effect immediately upon approval.

ARTICLE XI – RESIGNATIONS Section 11.1 Any Member of the Board of Directors may resign at any time by written notice to the President or Secretary. The resignation may take effect either at the specified date, or if not specified, at the time of its receipt by the President or the Secretary. Section 11.2 The Board of Directors shall have the power to fill any vacancy in any Office of the Board that occurs for the unexpired term including Officer or Member of the Board of Directors. Section 11.3 Any Member of the Board of Directors may be removed from office by a majority of members present and eligible to vote at any Membership Meeting of the Corporation.