BY-LAWS OF FLORIDA INDEPENDENT LIQUOR STORE OWNERS ASSOCIATION , INC.
a Florida for Profit Corporation organized under the laws of the State of Florida

ARTICLE I – GENERAL

NAME OF THE CORPORATION
1. The name of the Corporation is and shall be:
FLORIDA INDEPENDENT LIQUOR STORE OWNERS ASSOCIATION, INC. (hereinafter “FILSOA” or “Association”), a Florida Corporation.

2. Offices.

The Association has a principal registered office, and a registered agent whose office is identical with the registered office, in Altamonte Springs, Florida.

3. Mission.

FILSOA constantly strives to meet or exceed our customer needs and expectations of price, service, and selection. To this end, FILSOA will perform periodic reviews of the marketplace to improve our offerings.

FILSOA also provides a networking community for owners, investors, and customers of liquor stores by:
• Strengthening unity of convenience store and/or liquor store owners by providing venues to enhance awareness of business opportunities, regulations, and legislation;
• Providing quality products with value pricing, while establishing a successful relationship with our customers and our suppliers/vendors;
• Providing all who work with us, a friendly, cooperative and rewarding environment; and
• Enjoying profits, but profit from work that benefits humanity.

4. Restrictions.

All policies and activities of the Association shall be consistent with applicable Florida law.

5. Governing Instruments.

The Association shall be governed by its Articles of Incorporation; these Bylaws; and the policies and procedures that may be adopted from time to time by the Board of Directors. To the extent there is any inconsistency between the Bylaws and the policies and procedures that may be adopted from time to time by the Board, the Bylaws shall be operative governing document and shall supersede any inconsistent statements set forth in the policies and procedures.

6. Powers.

The Association shall have all powers necessary to carry out its purposes, including but not limited to, all powers now or hereinafter enumerated under Florida Law.

ARTICLE II – MEMBERSHIP

1. There shall be three (3) classes of membership in the Association as follows:

Category I: Retail Member
Dealer: An independent operator or part of a large chain who owns or leases and operates retail gasoline facilities, and liquor stores.
Category II: Supplier Member

Membership is open to all companies that provide products and services to the liquor store industry.
Category III: Patron Member

The Membership is free and is open for Florida and other states

2. Application.

Application for membership shall be made according to the procedures which may be adopted from time to time by the Board of Directors.

3. Dues.

The initial and annual membership dues of the Association, the time for paying such dues and other assessments, if any, and all other matters involving membership dues shall be determined from time to time by the Board of Directors.

4. Expulsion of Membership.

Membership in the Association may be automatically expelled without action of the Board of Directors based on a failure to pay applicable dues on a timely basis, or a failure to meet or maintain the eligibility requirements for membership. Membership in the Association may also be expelled by the Board of Directors for other reasons. Expulsion shall be by a two thirds (2/3) majority vote of the entire Board of Directors at any meeting at which a quorum is present, provided that at least fifteen (15) days before a final vote is taken by the Board, the Association has sent a written statement of the reasons or charges for the expulsion via certified mail to the last recorded address of the member. This written statement shall be accompanied by a notice of the date, time and location of the meeting of the Board of Directors at which the reasons or charges for the expulsion shall be considered and deliberated. The member shall have an opportunity to contest the proposed expulsion in writing or in person, before the Board of Directors at the set meeting.

ARTICLE III – MEMBERSHIP MEETINGS AND VOTING

1. Annual and Special Membership Meetings.

An annual meeting of members shall be held on the date, time and at the location which the Board of Directors may determine for the purpose of electing Officers and/or Directors, and for the transaction of such other business as may come before the meeting. Special meetings of the members may be called by the Chairman of the Board on his/her own, or by a majority of the Board of Directors, for the purpose of transacting business of the Association within the limits of these Bylaws.

2. Notice of Membership Meetings.

Notice of the date, time and location of any annual or special membership meeting shall be sent to each active member by postal or other delivery services, or through electronic means, at least twenty (20) days prior to the meeting date. A failure to deliver, or a defect in the delivery of, the notice to one or several eligible voting members shall not invalidate the membership meeting or any procedure taken at the meeting.

3. Manner of Acting.

An act of the majority of the eligible voting members voting at a meeting shall be the act of all of the members, unless the act of a greater number of eligible voting members is required by law or these
Bylaws.

A quorum for membership voting is ten percent (10%) of the total number of eligible voting members.

Board Members.

President…………………………………………………………..KIRAN PATEL  (256) 394-4878

Vice President……………………………………………………AMIT DASHONDI (321) 506-1915

Treasurer / Secretary……………………………………………MANISH SHUKLA (772) 979-4879

Board Member……………………………………………………NIRAJ PATEL (321) 223-3101

Board Member……………………………………………………MITCH PATEL (321) 684-9596

Board Member……………………………………………………MAHESH PATEL (321) 223-6121

       Board Member…………………………………………………….GOPI NAIK (941) 626-0239

Board Member……………………………………………………AMRISH PATEL (772) 486-9114

Board Member……………………………………………………SAM THAKOR (904) 796-0206

Board Member……………………………………………………MANISH PATEL (850) 491-5693

Please: Contact times are Monday-Friday during normal business hours – Thank you.

ARTICLE IV – BOARD OF DIRECTORS

1. The governing body of the Association is the Board of Directors, which shall have authority and be responsible for the governance of FILSOA. The Board shall establish policy and shall monitor implementation of policy by FILSOA’s staff under the direction of the President.

2. Composition of the Board.

The Board of Directors of the Association shall be comprised of the following:

(a) The Officers, the Immediate Past Chairman, Executive Directors, one (1) Regional Director from each FILSOA region, one (1) Director who is a Young Professional, and no more than ( ) Directors at Large.
(b) At least one (1) of the Directors at Large must be female.

(c) Regardless of the number of candidates for Director at Large positions who are nominated from a particular region, no more than one (1) member per region may be elected as a Director at Large. In the event that two (2) or more candidates for the Director at Large positions are from the same region, only the candidate with the highest number of votes shall be eligible to serve as a Director at Large.
(d) Notwithstanding anything in these Bylaws to the contrary, if one female member from the same region are the highest vote getters for the separate positions of (i) Female Director at Large for the Eastern or Western Division, and (ii) Director at Large, respectively, both of the female candidates from the same region can be elected to these separate positions. Similarly, notwithstanding anything in these Bylaws to the contrary, if a female and male member from the same region are the highest vote getters for the separate positions of (i) Female Director at Large for the Eastern or Western Division, and (ii) Director at Large, respectively, both of these candidates from the same region can be elected to these separate positions.
(e) The President is an ex-officio non-voting member of the Board.

(f) The immediate Past Chairman is an ex-officio member of the Board who shall vote only to break a tie.

(g) Board-appointed Directors shall not have voting privileges.

(h) Directors at Large and Regional Directors may be added or removed as necessary to accommodate new or terminated Regional Director positions.

3. Terms.

(a) Length of term: Elected Directors shall hold office immediately following their election to office for staggered terms, or until their successors are elected. Except as specified in this Section 3 of Article IV, and in Section 8 of Article VI, a member of the Board of Directors shall serve a three (3) year term if he/she has received at least thirty (30) or more votes in either a contested or an uncontested election. Notwithstanding the foregoing, however, if the winning candidate for a Director position receives less than thirty (30) votes in either a contested or an uncontested election, the winning candidate shall serve for only one (1) year, and such one-year term shall be considered a full-term.
(b) Maximum number of terms: Except as specified in this Section 3 of Article IV, and in Section 8 of Article VI, no Director, whether elected or appointed, may serve more than two
(2) consecutive full terms. A Board-appointed partial term, which is only effective until the next election, shall not constitute a full term. A resignation is considered completion of a full term. A Director is not eligible to serve on the Board again until at least one (1) year or one (1) Board term year (whichever is shorter if the Board term is less than 12 months) following the end of the two (2) consecutive terms the Director most recently served.

4. Meetings of the Board.

(a) Regular meetings. The Chairman shall call a minimum of three (3) Board meetings per year on the dates, times and at the locations as the Chairman may decide.
(b) Special meetings. Special meetings may be called by the Chairman on his/her own, or if requested by a majority of the Officers, for the purpose of transacting business of the Association within the limits of these Bylaws.
(c) Chairman presides. At all meetings of the Board of Directors, the Chairman shall preside. In the Chairman’s absence, the Vice Chairman shall act as Chairman. In the absence of both the Chairman and Vice Chairman, the Treasurer shall act as Chairman or the meeting may be rescheduled.
(d) Acting without a meeting. The Board may act without a meeting by mail ballot or written consent that is delivered by postal mail, electronic mail, or other delivery service, when at least two-thirds (2/3) of all eligible voting Board members vote in favor of a matter.
(e) Meetings held by telephonic or electronic means. Meetings may be held by telephonic or electronic means if each member of the Board can hear the other Board members who are participating in the meeting.

(f) Order of Business. The order of business at all meetings shall be as follows:

1. Call to order
2. Roll call – as appropriate
3. Reading of minutes
4. Receiving communications
5. Reports of officers
6. Reports of committees
(a) Standing
(b) Special
7. Unfinished business
8. New business
9. Elections at annual meeting
10. Adjournment

(g) The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict with these bylaws.

5. Quorum; Vote Required for Action.

At any regular or special meetings of the Board of Directors, a majority of the voting members of the Board forms a quorum. For purposes of establishing a quorum, the immediate Past Chairman of the Board of Directors shall not be counted as a Board member. A majority of the votes cast by the eligible voting Board members present at any meeting at which a quorum is present shall constitute action of the Board. Voting by proxy is not permitted.

6. Notice.

Notice of regular meetings of the Board shall be sent by postal or other delivery service to each Board member at his/her last known address, or by electronic means to his/her last known e-mail address, at least twenty (20) days prior to the meeting date. The failure in delivery of such notices to one or several Board members shall not invalidate the meeting or any proceedings taken thereat. Notice of special meetings of the Board shall be sent to each Board member by either of the means above at least two (2) days prior to the meeting date. Notice may be waived by a majority of the members of the Board.

7. Compensation.

Directors shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of the Association. Nothing herein shall preclude a

Director from serving the Association in any other capacity and receiving compensation for such services.
Individual Members are prohibited from accepting commissions, kickbacks, discounts, or gifts to their individual benefit. Any commissions, professional recompense, or kickbacks must be officially presented to the association and members as a gesture of transparency.
Any kickbacks, commissions, refunds, or form of receivables from vendors must go directly to the Association’s banking institution or to the board for dispersal and common benefit.

8. Vacancies.

Vacancies by or among Board members shall be filled by the remaining members of the Board for the unexpired term.

9. Change in Status.

The term of any Officer or Director whose official residence is no longer in the designated region that he/she was elected to represent shall be terminated at the following annual meeting, and at such time the eligible voting members shall elect a new Director to represent that region. For a Board member who is jointly serving as an Officer and a Director for a designated region, in the event of his/her relocation of the official residence to another region, the Officer’s term as the Director for that region shall be terminated, but the Officer shall be allowed to continue in his/her role as an Officer so long as he/she is still a resident in the USA. Officers and Directors are required to maintain their Association membership at all times during their term of office.

10. Removal for Cause and For Unexcused Absences.

Any Officer or Director may be removed only for cause by a three-quarters (3/4) vote of the eligible voting members of the Board, with the individual proposed to be removed not voting, if notice of the purpose of acting upon such removal shall have been given in the notice calling such Board meeting, and at the same time also given to the Officer or Director who is the subject of the meeting concerning the proposed removal. Cause is defined as a crime involving moral turpitude. The individual shall be provided advance written notice, including the reason for the proposed removal and an opportunity to contest the proposed removal in writing or in person, at the meeting of the Board at which the removal is deliberated. A Board member’s absence for two (2) unexcused consecutive Board meetings shall be considered a resignation and shall result in automatic removal from the Board.

ARTICLE V – ELECTIONS

1. At the annual meeting (which is also referred to as the Annual Convention), the eligible voting members shall elect members of the Board of Directors and a Secretary in the manner set forth in the policies and procedures that may be adopted from time to time by the Board of Directors.

ARTICLE VI – OFFICERS

1. The Chairman of the Board is the chief elected officer of FILSOA, and shall chair the Board of Directors meetings and preside at meetings of the Association with the power to vote in meetings of the Board and its members. The Chairman shall have authority to call special meetings of the Association and the Board of Directors. The Chairman serves as an ex-officio non-voting member of all committees except the Elections Committee and Ethics & Enforcement Committee, and along with the other Officers and Immediate Past Chairman makes appointments to other committees, subject to approval by the Board. The Chairman shall advise the Board and keep it fully informed concerning the business and activities of the Association. The Chairman will make an annual report to the members of Association and shall perform other functions assigned by the Board. The Chairman shall serve on the Board of Directors as Immediate Past Chairman for one (1) year following his or her term as Chairman.

2. Vice President

If approved by the Chairman or a majority of the Board, the Vice Chairman shall serve the functions of the Chairman in case of absence of the Chairman and other duties assigned by the Chairman. The Vice Chairman shall serve as co-chair of the Strategic Planning Committee and as chair of the Conventions Committee. The Vice Chairman serves as an ex- officio non-voting member of all committees except the Elections Committee and Ethics & Enforcement Committee, and along with the other Officers and Immediate Past Chairman makes appointments to other committees, subject to approval by the Board.

3. Treasurer.

The Treasurer is the principal elected financial officer of the Association, and shall serve as Chairman of the Finance and Audit Committee. The Treasurer shall have general supervision of the financial affairs of the Association, including all receipts and disbursements of the Association and any subordinate group or committee of the Association. The Treasurer shall ensure that adequate and accurate records are maintained and reviewed covering all such receipts and disbursements, as well as all reserve and special funds of the Association. The Treasurer serves as an ex-officio non-voting member of all committees except the Elections Committee and Ethics & Enforcement Committee, and along with the other Officers and Immediate Past Chairman makes appointments to other committees, subject to approval by the Board. Treasurer must ensure that Association funds are used only for political campaign, political donation, or any and all activities either directly or indirectly related to business activity of the Association. Expenditure of funds requires approval from a quorum of the board.

4. Secretary.

The Secretary shall ensure that proper minutes of the meetings of the Association, the Board of Directors, and the Officers, are prepared and kept, and that all orders, votes and resolutions that are not otherwise referred to anyone else for handling are executed. Such duties of the Secretary as may be specified by the Board of Directors may be delegated to the President. The Secretary shall serve as voting Co-Chair of the Bylaws Committee. The Secretary serves as an ex-officio non-voting member of all committees except the Elections Committee and Ethics & Enforcement Committee, and along with the other Officers and Immediate Past Chairman makes appointments to other committees, subject to approval by the Board.

5. President.

The President is the chief operating officer of FILSOA. The President has exclusive responsibility and authority for the staff of FILSOA. The President is engaged by the Officers of FILSOA subject to confirmation by the Board of Directors. The President serves as an ex-officio non-voting member of all committees and along with the other Officers and Immediate Past Chairman makes appointments to other committees, subject to approval by the Board.

6. Action by the Officers.

(a) The Officers may act in the place of the Board of Directors when authority to perform specific duties and functions is specifically designated or assigned by the Board, or in emergency matters where action is temporary and subject to ratification by the Board.
(b) The Chairman shall call a meeting of the Officers when necessary, and shall give three
(3) days advance notice of the meeting.

(c) Notice may be waived by the Officers.

(d) At any meeting of the Officers, a quorum shall consist of a majority of the Officers entitled to vote.
(e) A majority of the votes cast by the Officers who are present or participating in any meeting shall be necessary and sufficient for the transaction of any business unless otherwise provided by law or in these Bylaws.
(f) Acting without a meeting. The Officers may act without a meeting by mail ballot or written consent that is delivered by postal mail, electronic mail, or other delivery service, when at least two-thirds (2/3) of all eligible voting Officers vote in favor of a matter.
(g) At each meeting of the Board of Directors, the Officers shall report any actions that they have taken since the prior meeting.
(h) No immediate blood relatives (i.e., parents, children, siblings, or grandparents) shall concurrently serve as Officers.

7. Succession.

(a) At each annual meeting, at the first meeting of the incoming Board of Directors, the current Officers shall automatically succeed to the next Officer position as follows: Vice Chairman to Chairman, Treasurer to Vice Chairman, and Secretary to Treasurer. The Chairman also becomes the Immediate Past Chairman.
(b) If any Officer, other than the President, does not desire to serve, or cannot serve, in any office to which he/she succeeds, then the Board of Directors shall elect a new Secretary from nominations submitted by the Officers, and cause any necessary Board members to succeed to the next Officer position. Positions filled by the Board shall be for the unfinished Officer position term only, and such Officer positions shall be filled by a vote of the eligible voting membership at the next annual meeting/convention.
(c) If there is a vacancy in the Officer position of Chairman prior to the annual meeting of the Board of Directors and convention, each of the remaining Officers shall immediately succeed to the next Officer positions, for the unfinished terms of such Officer positions, and the Board of Directors will elect a new Secretary and/or whatever other Officer positions are vacant, from nominations by the Officers. Officer positions filled by the Board in this manner shall be for the unfinished term(s) only. At the next annual meeting/convention, any currently-serving Officers who succeeded to and filled such Officer positions for the unfinished term(s) will remain in these same Officer positions, as if they had succeeded to such positions in the normal course of business without the vacancy that caused them to succeed early to such unfilled Officer positions. For any Officer positions that were filled by a Board appointment, such positions shall be filled by the eligible voting membership at the next annual meeting/convention.
(d) If there becomes any other Officer vacancy, other than the Chairman (which is addressed in paragraph (c) above) or the President, prior to the annual meeting of the Board of Directors, each of the remaining Officers shall succeed to the next Officer position and the Board of Directors will elect a new Secretary and/or whatever positions are vacant, from nominations by the Officers. Officer positions filled by the Board in this manner shall be for the unfinished term(s). At the next annual meeting/convention, any currently- serving Officers who succeeded to and filled such Officer positions for the unfinished term(s) will succeed to the next Officer position to ensure that there are no vacancies in the Officer positions caused by the initial Officer vacancy. For any Officer positions that were filled by a Board appointment, such positions and any other vacant positions as a result of succession shall be filled by the eligible voting membership at the next annual meeting/convention.
(e) The seat on the Board that was occupied by the Immediate Past Chairman during his/her term (i.e., Director at Large, Regional Director, Female Director, or Young Professional) shall be open for election at the annual meeting at which he/she becomes the Immediate Past Chairman. With this provision, a new seat on the Board will be added.

8. Officer Terms.

(a) Officers, other than the President, serve two-year terms.

(b) Terms begin immediately following their election or succession to office, or until their successors take office.
(c) In case the term of the Vice Chairman, the Treasurer or the Secretary as a member of the Board of Directors is expiring in a year which would thereby prohibit such Officer from succeeding to the next Officer position, his/her term will be extended for the number of years necessary to allow him/her to serve in each such office.
(d) The Chairman cannot be re-elected for consecutive years.

9. Compensation.

Officers, other than the President, do not receive compensation for their services but may be reimbursed for expenses.

ARTICLE VII – COMMITTEES

1. The Elections Committee shall operate in the manner set forth in the policies and procedures that may be adopted from time to time by the Board of Directors.

2. Other Committees.

The Board of Directors may establish other committees consistent with a Committee Governing Protocol.
Committee appointments are subject to approval of the Board.

3. Special Interest Groups.

The Board of Directors may establish Special Interest Groups consistent with a Committee Governing

ARTICLE VIII – PROCEDURE AT MEETINGS

The rules contained in Robert’s Rules of Order shall govern FILSOA meetings in all cases to which they are applicable and in which they are not inconsistent with these bylaws.

ARTICLE IX – REGIONS; CHAPTERS

1. The Board of Directors shall determine the composition of regions according to the procedures that may be adopted from time to time by the Board of Directors.

2. Chapters. A majority of the Board of Directors may establish chapters of the Association consistent with the mission of the Association and in compliance with applicable laws.

ARTICLE X – INDEMNIFICATION

The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all of its Directors or Officers or former Directors or Officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties, or a party, by reason of having been Directors or Officers, except in relation to matters as to which such Director or Officer or former Director or Officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

ARTICLE XI – AMENDMENTS TO THE BYLAWS

Upon proposal by the Board of Directors, these bylaws may be amended, repealed or altered, in whole or in part by a two-thirds (2/3) vote at any duly called meeting of the Association; provided that a copy of any amendment proposed for consideration shall be mailed to the last recorded address of each member at least fourteen (14) days prior to the date of the meeting.

ARTICLE XII – FISCAL YEAR

The fiscal year of the Association shall commence on the first day of January and shall end on December 31 unless otherwise determined by the Board of Directors.

ARTICLE XIII – SEAL

The Association shall have a seal of such design as the Board of Directors may adopt.

ARTICLE XIV – DISSOLUTION

The Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

ARTICLE XV – WHISTLEBLOWER POLICY

1. FILSOA requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of FILSOA, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

2. Reporting Responsibility. It is the responsibility of all directors, officers and employees to report ethics violations or suspected violations in accordance with this Whistleblower Policy.

3. No Retaliation. No director, officer or employee who in good faith reports an ethics violation shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within FILSOA prior to seeking resolution outside FILSOA.

4. Reporting Violations. FILSOA has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, an employee’s supervisor is in the best position to address an area of concern. However, if you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with someone on the FILSOA Board of Directors whom you are comfortable in approaching. FILSOA Supervisors are required to report suspected ethics violations to the FILSOA Compliance Officer, who has specific and exclusive responsibility to investigate all reported violations. For suspected fraud, or when you are not satisfied or uncomfortable with following FILSOA’s open door policy, individuals should contact FILSOA’s Compliance Officer directly.

5. Compliance Officer. FILSOA’s Compliance Officer is the chair of the Finance committee who is, the Chairman-Elect. The Chair-Elect is responsible for investigating and resolving all reported complaints and allegations concerning violations and, at his/her discretion, shall advise the Chairman of the Board and/or the Board of Directors. The Chair-Elect has direct access to the Finance committee and is required to report to the Finance committee at least annually on compliance activity.

6. Finance Committee. The Finance committee of FILSOA shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Compliance Officer (Chair-Elect) shall immediately notify the Board of Directors of any such complaint and work with the committee until the matter is resolved.

7. Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

8. Confidentiality. Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or

suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
9. Handling of Reported Violations. The Compliance Officer will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

ARTICLE XVI – CONFLICT POLICY

1. The purpose of the following policy and procedures is to complement FILSOA’s bylaws to prevent the personal interest of staff members or board members from interfering with the performance of their duties to FILSOA, or resulting in personal financial, professional, or political gain on the part of such persons at the expense of FILSOA or its members, supporters, and other stakeholders.

2. Definitions: Conflict of Interest (also Conflict) means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust. Persons in a position of trust include staff members, officers and board members of FILSOA. Board means the Board of Directors. Officer means an officer of the Board of Directors. Staff Member means a person who receives all or part of her/his income from the payroll of FILSOA. Member means a member of FILSOA.

3. Policy and Practices: 1. Full disclosure, by notice in writing, shall be made by the interested parties to the full Board of Directors in all conflicts of interest, including but not limited to the following:

a. A board member is related to another board member or staff member by blood, marriage or domestic partnership.
b. A staff member in a supervisory capacity is related to another staff member whom she/he supervises.
c. A board member or their organization stands to benefit from a transaction or staff member of such organization receives payment from FILSOA for any subcontract, goods, or services other than as part of her/his regular job responsibilities or as reimbursement for reasonable expenses incurred as provided in the bylaws and board policy.
d. A board member or staff member is a member of the governing body of a contributor to FILSOA.

2. Following full disclosure of a possible conflict of interest or any condition listed above, the Board of whether a conflict of interest exists and, if so, the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect FILSOA’s best interests. Votes shall be by a majority vote without counting the vote of any interested director or staff member, even if the disinterested directors are less than a quorum, provided that at least one consenting director is disinterested.

3. A Board member who is formally considering employment with FILSOA must take a temporary leave of absence until the position is filled. Such a leave will be taken within the Board member’s elected term that will not be extended because of the leave. A Board member who is formally considering employment with FILSOA must submit a written request for a temporary leave of absence to the Secretary of the Board, c/o the office, indicating the time period of the leave. The Secretary of FILSOA will inform the Chair of the Board of such a request. The Chair will bring the request to the Board for action. The request and any action taken shall be reflected in the official minutes of the Board meeting.

4. An interested Board member, officer, or staff member shall not participate in any discussion or debate of the Board of Directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present board or committee member.

5. Anyone in a position to make decisions about spending FILSOA’s resources – who also stands to benefit from that decision – has a duty to disclose that conflict as soon as it arises (or becomes apparent); s/he should not participate in any final decisions.

6. A copy of this policy shall be given to all Board members and staff members upon commencement of such person’s relationship with FILSOA or at the official adoption of stated policy. Each board member and staff member shall sign and date the policy at the beginning of her/his term of service or employment and each year thereafter. Failure to sign does not nullify the policy.

7. This policy and disclosure form must be filed annually by all specified parties.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the board of directors of the corporation on the date set forth below.