BYLAWS OF THE
ENVIRONMENTAL PROFESSIONALS OF FLORIDA, INC.
A FLORIDA NONPROFIT CORPORATION

NOTE: Part two.

ARTICLE VI.

Committees

Section One. Creation of Committees. The Board of Directors may create, by resolution, various committees, as needed. These include committees such as, but not limited to, discipline committees, a Board of Investigation and a Board of Certification. The President of the corporation may create any ad hoc committee, as deemed necessary. An initial committee will be created to develop the Standards of Practice. The Areas of Practice shall initially include: Agriculture & Silviculture, Biology, Chemistry, Construction, Geology, Management, Policy, & Law, Physical Science, and Systems. Each shall be assigned a committee. Voting membership on any Area of Practice committee will be limited to voting members in its stated Area of Practice. Each committee is responsible for developing the definitions, standards, and practices of their respective Area of Practice within the guidelines as established by the Corporation. The committees may also designate disciplines as deemed appropriate. The Combined Board of Directors shall consider these and ratify or reject these definitions as they are developed. The Executive Director shall prepare a framework for the work described above and shall strive to assure continuity among the committee's products.

Section Two. Provisions of Committees. Committee meetings and actions will mirror the provisions of the Bylaws as they pertain to the Combined Board of Directors. The Board of Directors may also enact regulations as to how committee meetings are conducted as long as those regulations do not conflict with these Bylaws. The President of the corporation appoints the chair positions of all committees. In turn, the chairman of the committee appoints members to the available seats. A chairperson may be removed from that position upon action by the Executive Board.

There shall be a committee for each Area of Practice. The chair of such committee shall be the director elected to represent the respective Area of Practice. Each committee shall be composed of no less than three and no more than five voting members and each member shall be a member of the designated practice. These committees are responsible for the definition of the Area of Practice, any discipline, and Standards of Practice for work within these areas and disciplines subject to sequential ratification by the Practice Board and the Executive Board by super majority vote.

ARTICLE VII.

Financial Activities

Section One. Corporate Contracts. An officer or agent may not bind the corporation to any contract, pledge its credit, or cause the corporation to be committed to any financial liability for any reason or amount without majority approval of the Board of Directors. This is not to preclude the pre-authorization or delegation of such authority within guidelines as set by the board.

Section Two. Authorization of Corporate Payments. The Corporate Treasurer, Executive Director, and/or Business Manager will be responsible for signing of checks, promissory notes, or drafts and payment of other debts of the corporation. The President or Treasurer of the Corporation must countersign these documents if the dollar amounts exceeds $5,000 for operational expenditures, and $10,000 for capital expenditures.

Section Three. Deposit of Funds. All corporate funds will be deposited into bank accounts as directed by the Board of Directors.

Section Four. Acceptance of Donations. The Executive Board of Directors may, on behalf of the corporation, accept any gifts, bequests, or other monetary devices as may be used for the nonprofit purposes of the corporation.

ARTICLE VIII.

Corporate Records

Section One. Requirements of Corporate Records. The corporation's principal office is required to keep corporate records on hand including:

a) Current copy of the Articles of Incorporation and Bylaws as amended, Minutes of all Board and committee meetings, including the dates and times of those meetings and full records of how meetings were called, who was present, and a full record of the proceedings.

b) Accurate financial records and books which full disclose all accounts, assets, receipts, liabilities, disbursements, and gains and losses.

c) Complete record of all members, including the term of their membership, classification, and their full address.

Section Two. Corporate Seal. The Board of Directors may adopt and modify a corporate seal which may be affixed to corporate instruments. The absence of this seal on corporate documents does not affect the validity of those documents.

Section Three. Inspection Rights of Directors. Every director is conferred the rights to inspect and copy all corporate records, documents and books, and the right to inspect the physical properties of the corporation at any reasonable time, excluding confidential records such as complaints.

Section Four. Inspection Rights of Members. Members of the corporation have the right to inspect the following (these rights are limited to purposes related to the member's interest as a member):

a) Inspect and copy the record of all members' names and addresses.

b) Obtain a list of members and their addresses from the Secretary of the corporation at a reasonable charge to the member.

c) Inspect at any reasonable time the corporation's books, records, or minutes of meetings held by the board or committees. All of these rights require a written request to the Secretary. Additionally, members will have such other rights of inspection of corporate property and records as allowed by the Articles of Incorporation, the Bylaws, Board Policy, or by Law.

d) Files and records related to a complaint or ongoing ethics investigation where confidentiality has been invoked under Article III shall be exempt from inspection by members.

B>Section Five. Filing of Annual Report. The corporation will file an annual report in accordance with the laws and requirements of the State of Florida. An expanded Annual Report including a summary of the business of the corporation shall be filed for inspection by the members of the corporation.

ARTICLE IX.

Special Operational Provisions

Section One. Compliance with 501(c)(6) Requirements. The nonprofit activities of the corporation will comply with 501(c)(6) requirements.

Section Two. Dissolution of Corporation. Provisions for the dissolution of the corporation will follow Florida law requirements. Any remaining assets at the time of dissolution will be turned over to another tax-exempt organization with compatible nonprofit purpose, or to a federal, state or local government for a public purpose, within the provisions of applicable law.

Section Three. Restrictions of Corporation's Finances. The restrictions of the corporation's finances as a private foundation, are per Section 509(a) of the Internal Revenue Code, include:

a) Income of a specified time period, shall be distributed to creditors in a timely manner so as to reduce or avoid imposition of any taxes under Section 4942 of the IRC

b) Per IRC 4941(d), the organization shall not engage in any self-dealing

c) Per Section 4943 of the IRC, shall not retain any excess business holdings

d) Will not make any investments that subject it to taxation under IRC Section 4944

e) Will not make any taxable expenditures that would fall under the requirements of IRC Section 4945(d).

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ARTICLE X.

Changes to Corporate Bylaws

Section One. Amendment to these Bylaws shall be by super majority vote of the combined Board of Directors provided that the appropriate procedures have been followed.

Section Two. Amendment Procedures.

a) Any amendment may be proposed through written nomination by any board member or by written petition of no less than 2% of the voting members of the corporation.

b) Once an amendment has been proposed, there shall be a general notice of the amendment through electronic dissemination, posting on the web site, and any other such means as deemed appropriate by the Executive Board of Directors. Members shall be encouraged to voice their opinion to the Executive Director who shall disseminate such opinions to the board and post them on the web site.

c) Upon a determination that sufficient time has elapsed, the question may be called. Discussion and a vote will be scheduled for the next meeting. Any amendment must be approved by the combined Board of Directors.

ARTICLE XI.

Conflicting Bylaws and Articles

If the provisions of the Bylaws are in conflict with the corporation's Articles of Incorporation, the Articles of Incorporation shall take precedence. If any portion of the Bylaws is found to be invalid or unenforceable, for whatever reason, the remainder of the Bylaws shall still be effective. Any references in the Bylaws to the Articles of Incorporation shall refer to the actual founding document, which was filed with the state of Florida to establish itself as a legal entity. All references to sections of the Internal Revenue Code refer to the Internal Revenue Code of 1999 as amended from time to time, or to corresponding provisions of future IRS tax codes.

ARTICLE XII.

Meetings

Section One. Annual Meeting. An annual meeting of each board shall be held at such planned dates as may be determined by the Executive Board of Directors. Such annual meeting shall be held in January of each year or as soon thereafter as reasonable. The agenda shall include an annual report by the Executive Director and the election of board members as may be necessary.

Section Two. Regular and Special Meetings. Regular and special meetings may be scheduled by the President of the Board of Directors or by not less than one tenth of the members as may be qualified to vote. Meetings may be held in person, via teleconference, or using online services as agreed to by the directors.

Section Three. Notice of Meetings. Notice of meetings stating the place, day and hour shall be delivered to each member by suitable conveyance including e-mail, fax, US Mail, or telephone announcement not less than ten days prior to such meeting, or such alternative method and timing as agreed to by the Board of Directors. In the case of special meetings, the notice shall include the purpose of the meeting and shall be given not less than seventy-two hours prior to such meeting unless otherwise unanimously agreed to by the directors.

Section Four. Quorum. Members representing fifty percent of the total votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present, a majority of those present may adjourn the meeting from time to time without further notice. A super majority shall be eighty percent of the voting members present. The rules of quorum shall apply to membership meetings as well as to board meetings.

Section Five. Informal Action by Members. Any action required or permitted to be taken at any board meeting, may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by all members entitled to vote with respect thereto.

Section Six. Decisions by Majority. All decisions made by a majority shall be deemed as having been made by the entire membership, unless otherwise provided for the Bylaws or Articles of Incorporation.

Section Seven. Votes per Member. Each qualified member of any board or committee shall have one vote.

a) In casting votes in the election of directors of the Executive Board, each Florida Certified Environmental Professional shall be qualified to vote and shall have one vote.

b) In casting votes in the election the members of the Practice Board, each Florida Certified Environmental Professional (FCEP) certified within the respective Area of Practice shall be qualified to vote and shall have one vote.

c) In casting votes in the election Associate representation, each member of the associate class pursuant to the definitions as provided by these Bylaws shall be qualified to vote and shall have one vote.

d) The board may extend voting privileges to any or all classes of member for specific polls or plebiscites, but not for general elections as described elsewhere. Prior to the certification of at least 30 Florida Environmental Professionals, Florida Registered Environmental Professionals shall have all the privileges of voting as if they were Certified: Subsequent to the certification of the 30th FCEP, these voting rights as extended herein shall be automatically terminated without the need for any further action by any board.

Section Eight. Votes by Ballot Without Meetings. Votes may be conducted by ballot without meetings in such cases a meeting is not feasible at the discretion of the President. The parameters for such votes include a time-frame of two weeks, where such ballot must be received at corporate headquarters, either through written mail, fax or e-mail from the date of initial delivery.

ARTICLE XIII.

Recorded Positions and Policies

Section One. This Article is subject to change pursuant to special procedures for each item as specified in the Bylaws and exempt form the general requirements for the amendment of the Bylaws. Unless otherwise specified, each amendment shall require only the approval of the Executive Board. All Amendments to this section shall require a super majority vote to be approved.

Section Two. Fees. Annual Fees

FREP: $30.00 per year for basic registration in one Area of Practice and up to three specific disciplines plus $5.00 for each additional discipline of registration. Registration in additional Areas of Practice shall be the same as an initial registration.

FRPEC: 500.00 per year for basic registration in one Area of Practice plus an additional $100.00 for each additional Area of Practice.

AEPF: Education Associates shall be assessed a registration fee of $20.00 per year. Student Associates shall be assessed a registration fee of $10.00 per year. Professional Associates meeting educational requirements but not experience (or other) requirements shall be assessed a registration fee of $20.00 per year. Provisioners shall be assessed an annual registration fee of $50.00.

FCEP: No fee set.

FCPEC: No fee set.

CAEPF: Corporate Associates shall be assessed an annual association fee of $250.00 per year.

Fees are due on the last day of each calendar year but may be collected earlier at the discretion of the Executive Director. New members paying their initial fees in November or December of any calendar year shall be awarded membership status throughout the subsequent calendar year at no added charge.

Section Three. Policies of the Board.

[Reserved]

Section Four. Areas of Practice and Definitions. This section must be amended by Combined Board of Directors, but may be initiated by either Board.

Agriculture & Silviculture: [Definition Reserved].

Biology: [Definition Reserved].
Chemistry: [Definition Reserved].
Construction: [Definition Reserved].
Geology: [Definition Reserved].
Management, Policy, & Law: [Definition Reserved].
Physical Science: [Definition Reserved].
Systems: [Definition Reserved].

Section Five. Disciplines of Practice and Definitions. This section must be amended by Combined Board of Directors, but may be initiated by either Board.

[Reserved]

Section Six. Acknowledged Degrees and Relevance to Practice. This section must be amended by Combined Board of Directors, but may be initiated by either Board.

[Reserved]

Note - degrees shall be nationally accredited and further recognized by super majority vote of the Practice Board as being preparatory to environmental professional employment.

Section Seven. Acknowledged Certifications and Relevance to Practice. This section must be amended by Combined Board of Directors, but may be initiated by either Board.

[Reserved]

ADOPTION OF CORPORATE BYLAWS