CONSTITUTION

ARTICLE I TITLE & OBJECT

ARTICLE II MEMBERSHIP

ARTICLE III MEETINGS

ARTICLE IV OFFICERS & DIRECTORS

ARTICLE V AMENDMENTS

BY-LAWS:

ARTICLE I TITLE & OBJECT

ARTICLE II APPLICATION FOR MEMBERSHIP

ARTICLE III MEMBERSHIP

ARTICLE IV FEES & DUES

ARTICLE V MEETINGS & QUORUMS

ARTICLE VI OFFICERS & DIRECTORS

ARTICLE VII DUTIES OF OFFICERS

ARTICLE VIII DUTIES OF BOARD OF DIRECTORS

ARTICLE IX COMMITTEES

ARTICLE X APPOINTMENTS

ARTICLE XI MISCONDUCT, PENALTIES

ARTICLE XI REMOVAL FROM OFFICE

ARTICLE XII VACANCIES IN OFFICE

ARTICLE XIII MISCELLANEOUS

ARTICLE XIII OATH OF OFFICE

ARTICLE XIV AMENDMENTS

ARTICLE XV RATIFICATION

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SEC. 1 (A) THIS BODY, HEREINAFTER REFERRED TO AS "FESA" SHALL BE CALLED THE "FLORIDA ELECTRONIC SALES AND SERVICE ASSOCIATION, INC." IT'S MAIN LOCATION AND PRINCIPAL OFFICE SHALL BE IN THE OFFICE OF THE RECORDING SECRETARY. ADDITIONAL BRANCH OFFICES MAY BE ESTABLISHED AT THE DISCRETION OF THE BOARD OF DIRECTORS.

(B) FESA SHALL HAVE PERPETUAL EXISTENCE.
SEC. 2 THE OBJECTIVES OF FESA SHALL BE:

(A) TO REPRESENT AND ACT FOR FESA MEMBERS AND OUR INDUSTRY, BEFORE ALL DIVISIONS OF GOVERNMENT, AND SUCH PUBLIC AND PRIVATE ORGANIZATIONS WHOSE ACTIONS AFFECT THE ELECTRONIC SALES AND/OR SERVICE INDUSTRY.
(B) TO PROMOTE A BETTER RELATIONSHIP BETWEEN FESA MEMBERS.
(C) TO ESTABLISH SOUND TRADE PRACTICES, ENCOURAGE ETHICAL PRINCIPALS, FAIR AND HONORABLE DEALINGS, AND OTHER GENERAL BUSINESS STANDARDS BENEFICIAL TO THE ELECTRONIC SALES AND/OR SERVICE INDUSTRY.

(D) TO PROMOTE RELATIONS OF MUTUAL CONFIDENCE AND GOOD WILL WITH THE PUBLIC, MANUFACTURERS, RETAILERS, AND WITH OTHERS IDENTIFIED WITH THE ELECTRONIC SALES AND/OR SERVICE INDUSTRY.

(E) TO COOPERATE WITH SUCH OTHER ORGANIZATIONS CREATED FOR THE PROMOTION AND SAFEGUARDING OF THE ELECTRONIC SALES AND/OR SERVICE INDUSTRY, AND TO ENCOURAGE UNIFORMITY AMONG SUCH NATIONAL, STATE AND MUNICIPAL ORDINANCES, RULES, REGULATIONS AND STANDARDS, AS SHALL AFFECT THE INDUSTRY AT LARGE.

(F) TO PROMOTE THE EDUCATION AND TRAINING OF PERSONS IN OUR INDUSTRY.

SEC. 1 THE MEMBERSHIP OF FESA SHALL BE OF SEVEN (7) CATEGORIES: (A) AFFILIATE; (B) CHAPTER; (C) INDEPENDENT; (D) TECHNICIAN; (E)ASSOCIATE; (F) LIFETIME; (G) HONORARY.

SEC. 2 (A) AFFILIATE SHALL MEAN A LOCAL ELECTRONIC SALES

& SERVICE ASSOCIATION, IN THE STATE OF FLORIDA, AFFILIATED WITH THE FLORIDA ELECTRONIC SALES & SERVICE ASSOCIATION, INC.. AN AFFILIATE MUST HAVE ITS OWN CURRENT STATE CHARTER, CONSTITUTION AND BY-LAWS.

(B) CHAPTER SHALL MEAN A LOCAL ELECTRONIC SALES & SERVICE ASSOCIATION, IN THE STATE OF FLORIDA, AFFILIATED WITH THE FLORIDA ELECTRONIC SALES & SERVICE ASSOCIATION,INC..

(C) INDEPENDENT SHALL MEAN AN OWNER OF AN ELECTRONIC SALES AND/OR SERVICE ESTABLISHMENT LOCATED IN AN AREA WHERE NO AFFILIATE OR CHAPTER EXISTS.

(D) TECHNICIAN SHALL MEAN ANY PERSON WHO IS A QUALIFIED ELECTRONICS TECHNICIAN AND IS NOT A PRINCIPAL, IN A CORPORATION, PARTNERSHIP OR SALES AND/OR SERVICE CENTER.

(E) ASSOCIATE SHALL MEAN ANY PERSON OR FIRM NOT ELIGIBLE FOR A REGULAR MEMBERSHIP BUT IS ENGAGED IN A BUSINESS SUPPORTING THE ELECTRONICS SALES AND/OR SERVICE INDUSTRY.

(F) LIFETIME SHALL MEAN A MEMBER IN GOOD STANDING, HAVING SERVED FESA IN AN OUTSTANDING MANNER.

(G) HONORARY SHALL MEAN ANY PERSON, OR FIRM, RENDERING OUTSTANDING SERVICE TO THE ELECTRONIC SALES AND/OR SERVICE INDUSTRY.

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SEC. 1. A MINIMUM OF ONE(1) GENERAL MEMBERSHIP MEETING SHALL BE HELD EACH YEAR, AT A TIME AND PLACE DESIGNATED BY THE BOARD OF DIRECTORS.

SEC. 2. THE BOARD OF DIRECTORS SHALL MEET AT LEAST FOUR(4) TIMES EACH YEAR, BUT MAY MEET AS OFTEN AS IS NECESSARY, IN THE OPINION OF THE BOARD.

SEC. 3. AN AFFILIATE MUST HAVE A MINIMUM OF FOUR (4) GENERAL MEMBERSHIP MEETINGS EACH FISCAL YEAR.

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SEC. 1. OFFICERS OF FESA SHALL BE PRESIDENT, 1ST VICE PRESIDENT, 2ND VICE PRESIDENT, RECORDING SECRETARY AND TREASURER.

SEC. 2. THE ELECTION OF OFFICERS SHALL BE HELD ANNUALLY, BY SECRET BALLOT, AT THE GENERAL MEMBERSHIP MEETING.

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SEC. 1. THIS CONSTITUTION MAY BE AMENDED, WITH THE CONCURRENCE OF 2/3RDS OF THE MEMBERS PRESENT OR REPRESENTED, AT ANY GENERAL, OR SPECIAL MEMBERSHIP MEETING CALLED FOR THIS PURPOSE PROVIDED THAT THERE IS A QUORUM, BUT NOT UNLESS THE AMENDMENT SHALL HAVE BEEN SUBMITTED, IN WRITING, TO THE ENTIRE VOTING MEMBERSHIP. NOTIFICATION SHALL BE BY FIRST CLASS MAIL, POST MARKED A MINIMUM OF FORTY FIVE (45) DAYS, PREVIOUS TO ITS BEING VOTED UPON.

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SEC. 1. THE TITLE AND OBJECT OF FESA SHALL BE AS OUTLINED IN ARTICLE I, SEC. 1 AND 2 OF THE CONSTITUTION.

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SEC. 1. ALL APPLICATIONS FOR MEMBERSHIP MUST BE ON AN APPROVED APPLICATION FORM, AND MUST BE ACCOMPANIED BY THE INITIATION FEE IF APPLICABLE, PLUS DUES, AS OUTLINED IN ARTICLE IV.

SEC. 2. WHERE AN AFFILIATE OR CHAPTER EXISTS, MEMBERSHIP SHALL BE DETERMINED BY THAT AFFILIATE OR CHAPTER.

SEC. 3. APPLICATIONS FOR INDEPENDENT MEMBERS SHALL BE PRESENTED TO THE MEMBERSHIP COMMITTEE AND TREASURER FOR APPROVAL. ALL APPLICATIONS FOR MEMBERSHIP SHALL BE ACCOMPANIED BY THE APPROPRIATE DUES AND OR FEES

SEC. 4. INDEPENDENT APPLICANTS WHO ARE REFUSED BY THE MEMBERSHIP COMMITTEE AND TREASURER MAY BRING THEIR APPLICATION BEFORE THE BOARD OF DIRECTORS FOR REVIEW. ACCEPTANCE SHALL BE BY A TWO-THIRDS (2/3) MAJORITY VOTE OF THE QUORUM PRESENT. VOTING SHALL BE BY ORAL OR SECRET BALLOT.

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SEC. 1. THE MEMBERSHIP OF FESA SHALL BE AS OUTLINED 7IN ARTICLE II, SEC. 1 OF THE CONSTITUTION.

SEC. 2. (A) AN AFFILIATE SHALL BE A GROUP OF TEN (10) OR MORE ELECTRONIC SALES AND/OR SERVICE DEALERS IN FLORIDA, AFFILIATED WITH THE FLORIDA ELECTRONIC SALES & SERVICE ASSOCIATION, INC., AND MUST HAVE A MINIMUM OF FOUR (4) GENERAL MEMBERSHIP MEETINGS EACH FISCAL YEAR.

THEY MUST SEND A COPY OF THE MINUTES OF THEIR GENERAL MEMBERSHIP MEETINGS TO THE "FESA,INC., PRESIDENT"AND RECORDING SECRETARY WITHIN THIRTY (30) DAYS. THE FORMATION OF A NEW AFFILIATE WHERE AN AFFILIATE EXISTS IN THAT AREA SHALL BE WITH THE APPROVAL OF THE EXISTING AFFILIATE AND THE STATE BOARD OF DIRECTORS.

SEC. 2. (B) IF AN AFFILIATE CANNOT MAINTAIN 10 MEMBERS OR MORE, A VOTE OF THE BOARD OF DIRECTORS TO THE GENERAL MEMBERSHIP AFFILIATE NO LONGER BE CONSIDERED AN AFFILIATE AND WOULD BECOME A CHAPTER UNDER THE PRESENT RULES.

(C) A CHAPTER SHALL BE A GROUP OF THREE (3) OR MORE ELECTRONIC SALES AND/OR SERVICE DEALERS THAT HAVE NOT INCORPORATED SEPARATELY. THEY SHALL OPERATE UNDER THE FESA STATE CHARTER, CONSTITUTION AND BY-LAWS. THEY MAY HAVE THEIR OWN OFFICERS. THE FESA STATE BOARD OF DIRECTORS MAY APPOINT DIRECTOR/DIRECTORS IF NONE IS DESIGNATED BY THE CHAPTER. THE DIRECTOR MAY BE FROM THE CHAPTER OR "FESA, INC.". MINUTES OF ALL MEETINGS SHALL BE FORWARDED TO THE FESA, INC. PRESIDENT AND RECORDING SECRETARY WITHIN THIRTY (30) DAYS. THE FORMATION OF A NEW CHAPTER WHERE AN AFFILIATE OR CHAPTER EXISTS IN THAT COUNTY SHALL BE WITH THE APPROVAL OF THE EXISTING AFFILIATE OR CHAPTER AND THE STATE BOARD OF DIRECTORS.

SEC. 3. (A) INDEPENDENT MEMBERSHIP SHALL BE AVAILABLE TO INDIVIDUAL OWNERS OF ANY DULY ACCREDITED ELECTRONIC SALES AND/OR SERVICE CENTER, OF GOOD STANDING AND CHARACTER, LOCATED IN AN AREA WHERE NO AFFILIATE OR CHAPTER EXISTS.

(B) THE MEMBERSHIP COMMITTEE AND TREASURER WILL BE RESPONSIBLE FOR VERIFYING THE QUALIFICATIONS OF THE INDEPENDENT MEMBER AS OUTLINED IN SEC. 3. (A) OF THIS ARTICLE.

SEC. 4. TECHNICIAN MEMBERSHIP SHALL BE AVAILABLE TO A DULY ACCREDITED ELECTRONIC SERVICE TECHNICIAN OF GOOD STANDING AND CHARACTER. TECHNICIAN MEMBERSHIP SHALL HAVE FULL VOTING RIGHTS.

SEC. 5. ASSOCIATE MEMBERSHIP SHALL MEAN ANY PERSON, FIRM, OR CORPORATION NOT ELIGIBLE FOR REGULAR MEMBERSHIP, BUT IS ENGAGED IN A BUSINESS SUPPORTING AND OR ALLIED TO THE ELECTRONICS SALES AND SERVICE INDUSTRY. ASSOCIATE MEMBERS SHALL HAVE NO VOTING PRIVILEGES.

SEC. 6. LIFETIME MEMBERSHIP MAY BE GRANTED TO A MEMBER WHO UPON A MAJORITY VOTE OF THE BOARD OF DIRECTORS IS THEN RECOMMENDED FOR ACCEPTANCE BY THE GENERAL MEMBERSHIP. .ACCEPTANCE SHALL BE BY BALLOT AT A GENERAL MEMBERSHIP MEETING. ACCEPTANCE MUST BE BY A THREE FOURTHS (3/4) MAJORITY VOTE. LIFETIME MEMBERSHIP MAY BE CONFERRED UPON A MEMBER IN GOOD STANDING OF FESA, INC. WHO HAS CONTRIBUTED OUTSTANDING SERVICE TO FESA, INC. OR THE ELECTRONIC SALES & SERVICE INDUSTRY. DUES SHALL BE ONE ($I) DOLLAR ANNUALLY, AND SHALL BE PAID IN FIVE (5) YEAR INCREMENTS. HE SHALL HAVE THE RIGHT To ATTEND BOARD MEETINGS, MAKE MOTIONS AND VOTE. LIFETIME MEMBERSHIP SHALL NOT PREVENT THE SAID HONORED INDIVIDUAL FROM HOLDING OFFICE OR BEING ASSIGNED ANY DUTY.

SEC. 7. HONORARY MEMBERSHIP MAY BE GRANTED TO ANY PERSON, OR FIRM, WHEN DEEMED ADVISABLE BY MAJORITY VOTE OF THE FESA STATE BOARD OF DIRECTORS. HONORARY MEMBERS SHALL HAVE NO BENEFITS, NO VOTE, MAY NOT HOLD OFFICE, AND DO NOT PAY DUES.

SEC. 8. MEMBERSHIP CARDS SHALL BE FURNISHED TO NEW MEMBERS UPON ACCEPTANCE INTO FESA, AND ANNUALLY TO EACH MEMBER IN GOOD STANDING. MEMBERSHIP CARDS WILL REFLECT THE MEMBERSHIP CATEGORY AND WILL BE DATED TO TIME OF EXPIRATION.

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SEC. 1. THE ANNUAL DUES FOR ALL APPLICANTS SHALL BE AS DETERMINED BY THE BOARD OF DIRECTORS, SUBJECT TO THE APPROVAL OF THE GENERAL MEMBERSHIP. SHOULD APPLICANT BE REJECTED, DUES WILL BE REFUNDED. DUES SHALL BE REFUNDED SHOULD APPLICANT FAIL, OR REFUSE, TO COMPLY WITH STEPS NECESSARY TO COMPLETE MEMBERSHIP. DUES SHALL NOT BE REFUNDED UNDER ANY OTHER CIRCUMSTANCES.

SEC. 2. EACH MEMBERSHIP CATEGORY SHALL PAY INTO THE TREASURY, AS DUES, SUCH SUMS AS DETERMINED BY THE BOARD OF DIRECTORS, SUBJECT TO THE APPROVAL OF THE GENERAL MEMBERSHIP. NEW MEMBER'S DUES BEGIN THE MONTH OF ACCEPTANCE.

SEC. 3. DUES ARE TO BE PAID IN ADVANCE ANNUALLY. DUES PAYMENTS SHALL COINCIDE WITH THE FISCAL YEAR OF FESA.

SEC. 5. ANY MEMBER'S DUES NOT RECEIVED BY THE DUE DATE SHALL BE CONSIDERED DELINQUENT. DELINQUENT MEMBERS SHALL NOT BE ELIGIBLE FOR ANY FESA BENEFITS NOR HAVE A VOTE AT ANY MEETING. MEMBERS HAVING A TOTAL OF ONE (1) MONTH'S DUES UNPAID SHALL BE SUSPENDED FROM MEMBERSHIP. EXCEPTIONS TO THIS SHALL BE HARDSHIP CASES, WHICH IN THE OPINION OF THE OFFICERS, SHOULD BE GIVEN INDIVIDUAL CONSIDERATION. DUES SHALL BE CONSIDERED PAID WHEN RECEIVED BY THE TREASURE AT HIS OFFICE.

SEC. 6. NEW MEMBER DUES SHALL BE CONSIDERED PAID WHEN RECEIVED BY THE TREASURE AT HIS OFFICE, SEVEN (7) DAYS PRIOR TO ANY MEETING.

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SEC. 1. THE GENERAL MEMBERSHIP MEETINGS OF FESA SHALL BE HELD AS OUTLINED IN ARTICLE III, SEC. 1, OF THE CONSTITUTION. THE GENERAL MEMBERSHIP MEETING SHALL BE THE BUSINESS MEETING, AND MEMBERS AND THEIR GUESTS ONLY ARE ADMITTED. AT THE GENERAL MEMBERSHIP MEETINGS, ALL OF THE GENERAL BUSINESS OF FESA SHALL BE TRANSACTED.

SEC. 2. MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD AS OUTLINED IN ARTICLE III, SEC. 2, OF THE CONSTITUTION. CONTROL AND SPECIFIC MANAGEMENT OF THE AFFAIRS OF FESA SHALL BE VESTED IN THE BOARD OF DIRECTORS.

SEC. 3. (A) SPECIAL GENERAL MEMBERSHIP MEETINGS MAY BE CALLED BY THE PRESIDENT, OR FIRST VICE-PRESIDENT, OR AT THE REQUEST OF A MAJORITY OF THE BOARD OF DIRECTORS. WRITTEN NOTICE BY FIRST CLASS MAIL, OF SUCH SPECIAL GENERAL MEMBERSHIP MEETINGS SHALL BE GIVEN EACH MEMBER, NOT LATER THAN TEN(10) DAYS PRIOR TO SUCH MEETINGS. ONLY BUSINESS IN ACCORDANCE WITH THE CALL SHALL BE TRANSACTED AT THE SPECIAL GENERAL MEMBERSHIP MEETING.

(B) SPECIAL DIRECTORS MEETINGS MAY BE CALLED BY THE PRESIDENT, FIRST VICE-PRESIDENT, OR AT THE REQUEST OF A MAJORITY OF THE BOARD OF DIRECTORS. WRITTEN NOTICE BY FIRST CLASS MAIL, OF SUCH MEETING SHALL BE GIVEN EACH DIRECTOR NOT LATER THAN TEN (10)DAYS PRIOR TO THE MEETING.

(C) AN EMERGENCY DIRECTORS MEETING MAY BE CALLED BY THE PRESIDENT, FIRST VICE-PRESIDENT, OR A MAJORITY OF THE BOARD OF DIRECTORS. THESE MEETINGS MAY BE CONDUCTED BY CONFERENCE TELEPHONE CALL WITH A THREE-HOUR NOTICE TO ONE (1) DIRECTOR OF EACH AFFILIATE OR CHAPTER.

SEC. 4. (A) AT All GENERAL MEMBERSHIP OR SPECIAL MEMBERSHIP MEETINGS, A QUORUM SHALL CONSIST OF FIFTY ONE (51%) PERCENT OF THE MEMBERSHIP REPRESENTED IN PERSON OR BY PROXY, OR BY AFFILIATE OR CHAPTER RULE.

(B) AT ALL BOARD OF DIRECTORS MEETINGS, A QUORUM SHALL CONSIST OF FIFTY ONE (51) PERCENT OF ALL DIRECTORS.

(C) AFFILIATE BLOCK VOTING OR UNIT RULE MUST BE SUBMITTED TO THE RECORDING SECRETARY AND SHALL REQUIRE WRITTEN, DATED AUTHORIZATION SIGNED BY THE PRESIDENT AND RECORDING SECRETARY OF THE AFFILIATE, PRIOR TO EACH GENERAL MEETING.

(D) A CHAPTER BLOCK VOTING OR UNIT RULE MUST COINCIDE WITH AFFILIATE BLOCK VOTING IF THE CHAPTER HAS OFFICERS, AND HAS A MINIMUM OF FOUR (4) GENERAL MEMBERSHIP MEETINGS EACH FISCAL YEAR. IF THE CHAPTER HAS NO OFFICERS, INDIVIDUAL DATED AND SIGNED PROXY VOTES SUBMITTED TO THE RECORDING SECRETARY PRIOR TO EACH GENERAL MEETING SHALL BE REQUIRED.

SEC. 5 (A) VOTING FOR EACH ELECTED OFFICE SHALL BE BY SECRET BALLOT, AS OUTLINED IN ARTICLE IV, SEC. 2, OF THE CONSTITUTION. CANDIDATES FOR PRESIDENT, FIRST VICE PRESIDENT, SECOND VICE PRESIDENT, RECORDING SECRETARY AND TREASURER, MUST BE ELECTED UPON THE AFFIRMATIVE VOTE OF A MAJORITY OF DULY QUALIFIED MEMBERS VOTING. THE FINAL RESULTS FOR EACH CANDIDATE SHALL BE ANNOUNCED AND RECORDED IN THE MINUTES PRIOR TO THE CONCLUSION OF THE GENERAL MEETING.

(B) ALL OTHER VOTING MAY BE BY ORAL OR SECRET BALLOT. AT ALL FESA GENERAL MEMBERSHIP MEETINGS, EACH AFFILIATE OR CHAPTER SHALL BE ENTITLED TO THE NUMBER OF VOTES EQUAL TO THE NUMBER OF MEMBERS ACTIVELY AFFILIATED WITH THE STATE ASSOCIATION. ALL OTHER MEMBERS SHALL HAVE ONE(1) VOTE EACH. BLOCK VOTING OR UNIT RULE FOR VOTING MAY BE ADOPTED BY ANY AFFILIATE OR CHAPTER, AS OUTLINED IN ARTICLE V, SEC. 4. C & D. HOWEVER THIS SHALL NOT PREVENT ANY INDIVIDUAL MEMBER FROM CASTING HIS BALLOT SEPARATELY AND INDEPENDENT OF THE AFFILIATE OR CHAPTER MEMBER, IN PERSON, OR BY WRITTEN, DATED PROXY.

SEC. 6. UNLESS OTHERWISE PROVIDED, ALL MEETINGS SHALL BE CONDUCTED IN ACCORDANCE WITH THE CURRENT "ROBERTS RULE OF ORDER REVISED" AS A GUIDE ON PARLIAMENTARY PROCEDURE.

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SEC. 1. OFFICERS OF FESA SHALL BE DESCRIBED IN ARTICLE IV, SEC. 1, OF THE CONSTITUTION. ELECTED OFFICERS SHALL SERVE A TERM OF ONE(1) YEAR, OR UNTIL THEIR SUCCESSORS ARE ELECTED, EXCEPT AS OTHERWISE PROVIDED. THE PRESIDENT SHALL NOT BE ELIGIBLE FOR MORE THAN TWO(2) CONSECUTIVE TERMS IN THE OFFICE OF PRESIDENT.

SEC. 3. (A) THE BOARD OF DIRECTORS SHALL CONSIST OF ALL THE ELECTED OFFICERS., IMMEDIATE PAST PRESIDENT AND A MAXIMUM OF THREE (3)DIRECTORS FROM EACH AFFILIATE AND ONE (1) DIRECTOR FROM EACH CHAPTER. CHAPTERS WITH MORE THAN TEN (10) MEMBERS SHALL HAVE THREE (3) DIRECTORS.

(B) THREE (3) VOTES ONLY, PER AFFILIATE SHALL BE CAST BY IT'S DIRECTORS OR ALTERNATES. EACH CHAPTER SHALL HAVE ONE (1) VOTE AS DEFINED IN ARTICLE III, SEC.(B). INDEPENDENT(S) VOTE AT BOARD OF DIRECTORS SHALL BE THE SAME AS A CHAPTER, THEY SHALL HAVE ONE(1) VOTE. THERE SHALL BE NO PROXIES FOR INDEPENDENT MEMBERS., DURING DIRECTORS MEETINGS. AN OFFICER OF FESA MAY CAST HIS VOTE, ONLY IF HE ALSO REPRESENTS HIS AFFILIATE OR CHAPTER AS ONE OF ITS DIRECTORS. THE PRESIDENT SHALL HAVE THE RIGHT TO VOTE TO BREAK A TIE WHETHER HE REPRESENTS HIS AFFILIATE OR CHAPTER AS A DIRECTOR OR NOT. A DIRECTOR MAY CAST HIS VOTE IN PERSON OR BY WRITTEN, DATED PROXY. NO DIRECTOR MAY BE REPRESENTED BY PROXY EXCEPT FROM HIS OWN LOCAL AFFILIATE OR CHAPTER. ALL PROXIES MUST BE FILED WITH THE RECORDING SECRETARY PRIOR TO ANY MEETING.

(C) LIFETIME MEMBERS SHALL HAVE ONE (1) VOTE EACH WITH A MAXIMUM OF THREE (3) VOTES. THERE SHALL BE NO PROXIES FOR LIFETIME MEMBERS.

(D) EACH AFFILIATE OR CHAPTER MAY SELECT IT'S OWN DIRECTOR(S)TO SERVE ON THE BOARD OF DIRECTORS OF FESA. ALL DIRECTORS SHALL SERVE WITHOUT COMPENSATION, FROM THE STATE ASSOCIATION.

SEC. 4. REASONABLE EXPENSES OF OFFICERS, DIRECTORS AND COMMITTEE MEMBERS, INCURRED IN THE TRANSACTION OF THE BUSINESS OF FESA, MAY RE REFUNDED FROM THE TREASURY OF FESA, PROVIDED THE EXPENSE HAS PRIOR APPROVAL BY THE BOARD OF DIRECTORS, ITEMIZED VOUCHERS MUST BE PRESENTED, AND APPROVED BY THE BOARD OF DIRECTORS.

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SEC. 1. THE PRESIDENT SHALL ACT AS PRESIDING OFFICER; ENFORCE RIGID ADHERENCE TO THE CONSTITUTION AND BY-LAWS; SIGN ALL ORDERS FOR MONEY THAT MAY BE DULY AUTHORIZED BY THE BOARD OF DIRECTORS; APPOINT CHAIRMEN TO ALL COMMITTEES AND MEMBERS THEREOF, WHEN DESIRABLE; CONVENE SPECIAL MEETINGS OF FESA AND PERFORM SUCH OTHER DUTIES AS MAY BE REQUIRED BY HIS OFFICE, THE LAWS, OR A VOTE OF FESA. HE SHALL BE CHAIRMAN OF THE BOARD OF DIRECTORS, AND EX-OFFICIO MEMBER OF ALL COMMITTEES.

SEC. 2. THE FIRST VICE-PRESIDENT SHALL ASSIST THE PRESIDENT AT ALL TIMES, AND BE PREPARED TO CONDUCT THE MEETINGS AND PERFORM THE PRESIDENT'S DUTIES DURING HIS ABSENCE. HE SHALL BE GENERAL CHAIRMAN OF ALL COMMITTEES, EXCEPT THE MEMBERSHIP, AND CONVENTION COMMITTEES. HE SHALL BE REQUIRED TO SEE THAT

AS PRESIDENTIAL LIAISON OFFICER FOR ALL COMMITTEES.

SEC. 4. THE RECORDING SECRETARY SHALL KEEP ACCURATE MINUTES AND RECORDS OF FESA'S ACTIVITIES DURING GENERAL MEMBERSHIP MEETINGS, AND MEETINGS OF THE BOARD OF DIRECTORS- HE SHALL SUPPLY TO ALL OFFICERS AND DIRECTORS COPIES OF SAME, WITHIN THIRTY (30) DAYS OF THE RECORDED MEETING. HE SHALL PRESENT A COPY OF ALL MOTIONS THAT REQUIRE CORRESPONDENCE, TO THE APPROPRIATE PERSON, AND NOTIFY THE TREASURER WHEN CANDIDATES HAVE BEEN ELECTED, SO THE TREASURER MAY ENTER SAME ON HIS RECORD. HE SHALL ALSO SEE THAT A MEMBERSHIP PACKET, PROPERLY PREPARED SHALL BE ISSUED TO EACH NEW MEMBER. HE SHALL PREPARE AN AGENDA FOR ALL MEETINGS OF FESA, AND SUPPLY ALL OFFICERS, AND DIRECTORS, WITH A COPY. HE SHALL SURRENDER ALL BOOKS AND RECORDS TO HIS SUCCESSOR AT THE EXPIRATION OF HIS TERM OF OFFICE.

SEC. 5. THE TREASURER SHALL RECEIVE ALL DUES AND ALL MONEY PAID TO FESA, AND PAY ALL BILLS. HE SHALL PAY ALL SEPARATE AND INDIVIDUAL BILLS, EACH NOT TO BE IN EXCESS OF $250.00 WITHOUT SPECIAL AUTHORITY FROM THE BOARD OF DIRECTORS. HE SHALL ALSO PAY ALL OTHER BILLS AUTHORIZED BY THE BOARD OF DIRECTORS, OR BY A MAJORITY VOTE OF THE MEMBERSHIP PRESENT TO ANY GENERAL MEMBERSHIP MEETING. HE SHALL ISSUE A RECEIPT FOR ALL MONEY PAID HIM, AND

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SEC. 1. THE BOARD OF DIRECTORS SHALL PERFORM SUCH DUTIES AS MAY BE NECESSARY TO CARRY OUT THE SPIRIT AND INTENT OF THE OBJECTIVES OF FESA. THE BOARD OF DIRECTORS SHALL;

(A) RECEIVE COMMITTEE REPORTS AND TAKE SUCH ACTION AS IT DEEMS NECESSARY AND DESIRABLE;

(B) CONTROL AND MANAGE THE AFFAIRS AND FUNDS OF FESA , AND MAY EMPLOY AN EXECUTIVE DIRECTOR OR OTHER EMPLOYERS AS MAY BE DESIRABLE, AND TO PROVIDE DUTIES AND COMPENSATION FOR SUCH EMPLOYEES, SUBJECT TO THE APPROVAL OF THE GENERAL MEMBERSHIP.

(C) EMPLOY LEGAL COUNSEL FOR FESA, AT IT'S DISCRETION, AND FIX HIS COMPENSATION AND LENGTH OF EMPLOYMENT;

(D) FIX OR APPROVE SURETY BONDS FOR OFFICERS, DIRECTORS, OR ANY AND ALL EMPLOYEES, AT IT'S DISCRETION;

(F) MAKE SUCH RULES AND REGULATIONS, AND TAKE SUCH ACTION, CONSISTENT WITH THE BY-LAWS, AS IT DEEMS NECESSARY TO PROTECT THE PROPERTY OF FESA, AND FOR THE GENERAL MANAGEMENT OF IT'S AFFAIRS.

(G) HAVE POWER AND AUTHORITY TO REPRESENT FESA, BEFORE PUBLIC AND GOVERNMENTAL TRIBUNALS AND OFFICIALS;

(H) APPROVE ANNUAL REPORTS OF OFFICERS, COMMITTEES AND EMPLOYEES OF FESA;

(I) APPROVE ALL DISBURSEMENTS OF FUNDS IN EXCESS OF $250.00;

(J) THE BOARD OF DIRECTORS MAY AUTHORIZE THE BORROWING OF MONEY ON BEHALF OF FESA, SUBJECT TO THE APPROVAL BY A TWO THIRDS (2/3) MAJORITY VOTE OF THE GENERAL MEMBERSHIP.

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SEC. 1. THE PRESIDENT SHALL APPOINT SUCH REGULAR AND SPECIAL COMMITTEES, FROM TIME TO TIME, AS HE DEEMS PROPER. EXPENSES OF COMMITTEE MEMBERS MAY BE REIMBURSED ONLY TO THE EXTENT AUTHORIZED BY THE BUDGET, SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS SUBJECT TO ARTICLE VI SECTION 4.

SEC. 2. IF AN AFFILIATE OR CHAPTER HOSTS A FESA STATE CONVENTION, THE COMMITTEE SHALL BE APPOINTED BY THAT AFFILIATE OR CHAPTER.

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SEC. 1. THE BOARD OF DIRECTORS MAY SELECT AN EXECUTIVE DIRECTOR, TO BE APPROVED BY THE GENERAL MEMBERSHIP AS OUTLINED IN ARTICLE VIII, SEC. 1 (B). THE EXECUTIVE DIRECTOR SHALL EXPEDITE BUSINESS MATTERS FOR FESA, AND SHALL ABIDE BY INSTRUCTIONS OF THE BOARD OF DIRECTORS. ALL ACTIONS PROPOSED BY THE EXECUTIVE DIRECTOR SHALL FIRST BE APPROVED BY THE BOARD OF DIRECTORS.

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SEC. 1. ANY MEMBER OF THE BOARD OF DIRECTORS, OR MEMBER OF ANY COMMITTEE, WHO IS ABSENT FROM TWO (2) CONSECUTIVE MEETINGS, MAY, UPON PROPER INVESTIGATION BY THE BOARD, BE RECOMMENDED TO HIS AFFILIATE OR CHAPTER THAT HE BE RELIEVED OF HIS OFFICE.

SEC. 2. ANY OFFICER, OR MEMBER, WHO SHALL WILLFULLY REFUSE, DISREGARD, FAIL OR NEGLECT TO CONFORM TO, AND BE GOVERNED BY THE ESTABLISHED ORDER OF BUSINESS, AND THE RECOGNIZED RULES OF ORDER GOVERNING THE CONDUCT OF MEETINGS, OR THE INSTRUCTIONS, OR DECISIONS OF THE PRESIDENT, OR PRESIDING OFFICER, IN ACCORDANCE WITH SAID ORDER OF BUSINESS, RULES OF ORDER, AND THE CONSTITUTION AND BY-LAWS OF FESA, SHALL AFTER DUE NOTICE OR WARNING, BE EXCLUDED FROM THE MEETING, REPRIMANDED,SUSPENDED, OR EXPELLED, AS THE BOARD OF DIRECTORS MAY DECIDE.

SEC. 3. ANY OFFICER, OR MEMBER, WHO SHALL, WITHOUT A REASONABLE EXCUSE, WILLFULLY REFUSE, FAIL, OR NEGLECT ANY DUTY, OR OBLIGATION, IN ACCORDANCE WITH THE REQUIREMENT OF THE CONSTITUTION AND BY-LAWS OF FESA, SHALL BE SUBJECT TO CHARGES AND TRIAL, AND EXPULSION, BY THE FESA BOARD OF DIRECTORS.

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SEC. 1. WHEN A VACANCY OCCURS IN AN EXECUTIVE OFFICE,SUCH VACANCY SHALL BE FILLED BY ELECTION AT A SPECIAL GENERAL MEMBERSHIP MEETING, HELD AT THE NEXT MEETING OF THE BOARD OF DIRECTORS, FOLLOWING GENERAL NOTIFICATION, AS PROVIDED IN ARTICLE V, SEC. 3.(A) OF THE BY-LAWS. TEMPORARY POSITIONS MAY BE APPOINTED IN AN EMERGENCY, BY THE PRESIDENT, UNTIL AN ELECTED OFFICER IS INSTALLED.

SEC. 1. ALL RIGHTS, TITLE AND INTEREST OF A MEMBER IN FESA AND IT'S PROPERTY, SHALL CEASE UPON TERMINATION OF MEMBERSHIP.

SEC. 2. ALL SPECIFIC INFORMATION AND STATISTICAL DATA OF A CONFIDENTIAL, OR PRIVILEGED NATURE, WHEN SPECIFIED AS SUCH, RECEIVED FROM A MEMBER, SHALL BE HELD IN STRICTEST CONFIDENCE. SAID INFORMATION SHALL NOT BE DIVULGED EXCEPT BY

SEC. 4. ALL NEWLY ELECTED OR RE-ELECTED OFFICERS SHALL TAKE THE FOLLOWING OATH BEFORE ASSUMING THE OFFICE TO WHICH THEY HAVE BEEN ELECTED.

"I...... (YOUR NAME)..., DO SOLEMNLY SWEAR (OR AFFIRM), THAT I SHALL DISCHARGE FAITHFULLY THE DUTIES AND RESPONSIBILITIES OF MY OFFICE TO THE BEST OF MY ABILITY; THAT I SHALL HONOR, OBEY AND ENFORCE THE CONSTITUTION AND BY-LAWS OF THE FLORIDA ELECTRONIC SALES AND SERVICE ASSOCIATION, INC."

SEC. 5. THE OATH OF OFFICE SHALL BE ADMINISTERED TO THE ELECTED OFFICERS BY THE RETIRING PRESIDENT, OR RETIRING VICE-PRESIDENT, OR A GUEST OF HONOR AT THE INSTALLATION, AT THE REQUEST OF THE RETIRING PRESIDENT. THE BIBLE MAY BE USED IN ADMINISTERING THE OATH OF OFFICE. UNDER EMERGENCY CONDITIONS THE OATH OF OFFICE MAY BE ADMINISTERED BY ANY OFFICER.

SEC. 6. MINOR CORRECTIONS TO THIS DOCUMENT SUCH AS TYPOGRAPHICAL ERRORS, SPELLING, PUNCTUATION, OR OMISSIONS MAY BE CORRECTED AFTER APPROVAL BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS. PROVIDING THE CORRECTION(S) DOES NOT CHANGE THE MEANING OR INTENT OF THE WORD, SENTENCE, PARAGRAPH, OR SECTION BEING CORRECTED.

SEC. 1. THESE BY-LAWS MAY BE ALTERED, SUSPENDED, OR AMENDED, WITH THE CONCURRENCE OF TWO-THIRDS (2/3) OF THE MEMBERS PRESENT, OR REPRESENTED, AT ANY GENERAL OR SPECIAL MEMBERSHIP MEETING CALLED FOR THIS PURPOSE, PROVIDED THAT THERE IS A QUORUM, BUT NOT UNLESS THE AMENDMENT SHALL HAVE BEEN SUBMITTED, IN WRITING, TO THE ENTIRE VOTING MEMBERSHIP. NOTIFICATION SHALL BE BY FIRST CLASS MAIL, POST MARKED A MINIMUM OF FORTY-FIVE (45) DAYS PREVIOUS TO IT'S BEING VOTED UPON. ALL APPROVED AMENDMENTS SHALL BE INCLUDED AND BECOME A PART OF THIS CONSTITUTION AND BY-LAWS. ALL SUCH AMENDMENTS SHALL BE REQUIRED TO BE INCLUDED AND PRINTED AS AN ADDENDUM TO THE CONSTITUTION AND BY-LAWS BEFORE THE NEXT BOARD OF DIRECTORS MEETING.

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SEC. 1. THE CONSTITUTION AND BY-LAWS ABOVE HAVE BEEN RATIFIED, APPROVED AND ADOPTED, AT THE ORLANDO, FLORIDA, GENERAL MEMBERSHIP MEETING, THIS TWENTY-THIRD DAY OF JANUARY, 1993.

FESA WAS FORMED IN MAY 1963, THE FIRST OFFICERS WERE ELECTED IN SEPTEMBER OF 1963.

THE ORIGINAL CONSTITUTION AND BY-LAWS WERE FILED WITH THE SECRETARY OF STATE, TALLAHASSEE, DEPARTMENT OF STATE OF FLORIDA, ON: MARCH 13, 1964, AT 12:50 p.m..