BYLAWS

OF

Incorporated under the laws of the State of Florida

Name, Location and Offices

1.1 Name. The name of this corporation shall be "Central Florida Search and Rescue, Inc. "

1.2 Registered Office and Agent. The corporation shall maintain a registered office in the State of Florida, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Florida Nonprofit Corporation Code.

1.3 Other Offices. The principal office of the corporation shall be located in Orlando, State of Florida. The corporation may have other offices at such place or places, within or without the State of Florida, as the Board of Directors may determine from time to time or the affairs of the corporation may require or make desirable.

Purposes and Governing Instruments

2.1 Nonprofit Corporation. The corporation shall be organized and operated as nonprofit corporation under the provisions of the Florida Nonprofit Corporation Code.

2.2 Charitable and Educational Purposes. The corporation is a voluntary association of individuals the purposes of which, as set forth in the articles of incorporation, are exclusively charitable, and educational, within the meaning of section 501(C)(3) of the Internal Revenue Code. The purposes of the corporation shall include, but shall not be limited to, the following:

2.3 Governing Instruments. The corporation shall be governed by its articles of incorporation and its bylaws.

Board of Directors

3.1 Authority and Responsibility. The governing body of the corporation shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the management, affairs, and property of the corporation; shall determine its policies or changes therein; and shall actively prosecute its purposes and objective and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, the business of the corporation as shall be deemed advisable, and any in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however, shall the fundamental and basic purposes of the corporation, as expressed in the articles of incorporation, be amended or changed; and the Board of Directors shall not permit any part of the net earnings or capital to inure to the benefit of any member, directors, officer, or other private person or individual.

3.2 Initial and Regular Boards of Directors. The initial directors of the corporation shall be the three (3) persons named in the articles of incorporation of the corporation filed with the Secretary of State of Florida. At the first meeting of the initial Board of Directors, the directors shall elect a regular Board of Directors, at which time the corporate officers will be selected. These are elected by the affirmative vote of the majority of the initial directors.

3.3 Manner of Election and Term of Office. The directors shall be elected at the annual meeting of the Board of Directors by a majority of the voting members of the corporation, and each director shall continue in office for a term of one (1) year or until his or her successor has qualified and been elected or until his or her earlier death, resignation, or removal. There shall be a minimum of three (3) directors, and the Board of Directors is authorized to fix by resolution the exact number of directors from time to time.

3.4 Removal. A director may be removed either with or without cause at any special, regular, or annual meeting of the Board of Directors, by the affirmative vote of a majority of the directors then in office. A removed director's successor may be elected at the same meeting to serve the unexpired term.

3.5 Vacancies. Any vacancy in the Board of Directors arising at any time and from any cause, including the authorization of an increase in the number of directors, may be filled for the unexpired term at any meeting of the Board of Directors by a majority of the directors then in office. Each director so elected shall hold office until the election at the annual meeting of the Board of Directors and the qualification of his or her successor.

3.6 Committees of the Board of Directors. By resolution adopted by a majority of the full Board of Directors, the Board of Directors may designate from among its members one or more executive committees, each consisting of two (2) or more directors, which shall always include the chairman or the vice chairman of the corporation. By resolution adopted by majority of directors present at a meeting at which a quorum is present, the Board of Directors may designate from among its members one or more other committees, each consisting of two (2) or more directors. Except as prohibited by law, each committee shall have the authority set forth in the resolution establishing said committee. See article eight ("Committees of Directors").

3.7 Compensation. No director of the corporation shall receive, directly or indirectly, any salary, compensation or emolument therefrom as such director, unless authorized by the concurring vote of two-thirds (2/3) of all the directors or (notwithstanding any quorum requirement of these bylaws) by the concurring vote of all the disinterested directors.

Meetings of the Board of Directors

4.1 Annual Meeting; Notice. The annual meeting of the Board of Directors shall be held at the principal office of the corporation or at such other place as the Board of Directors shall designate. Unless waived as contemplated in Section 5.2, notice of the time and place of such annual meeting shall be given by the secretary either personally or by telephone or by mail or by electronic mail or by telegram not less than ten (10) nor more than fifty (50) days before such meeting.

4.2 Regular Meetings; Notice. Regular meetings of the Board of Directors shall be held from time to time between annual meetings at such times and at such places as the Board of Directors may prescribe. Notice of the time and place of each such regular meeting shall be given by the secretary either personally or by telephone or by mail or by electronic mail or by telegram not less than seven (7) nor more than thirty (30) days before such regular meeting.

4.3 Special Meetings; Notice. Special meetings of the Board of Directors may be called by or at the request of the chairman or by any two of the directors in office at that time. Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given by the secretary either personally or by telephone or by mail or by telegram at least twenty-four (24) hours before such meeting.

4.4 Waiver. Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. See also Article Five ("Notice and Waiver").

4.5 Quorum. At meetings of the Board of Directors, a majority of the directors then in office shall be necessary to constitute a quorum for the transaction of business. In no case, however, shall less than two (2) directors constitute a quorum.

4.6 Vote Required for Action. Except as otherwise provided in these bylaws or by law, the act of a majority of the directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors. Adoption, amendment, and repeal of a bylaw is provided for in Article Thirteen of these bylaws. Vacancies in the Board of Directors may be filled as provided in Section 3.5 of these bylaws.

4.7 Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by all the members of the Board of Directors. Such consent shall have the same force and effect as an unanimous vote at a meeting duly called. The signed consent, or a signed copy, shall be placed in the minute book.

4.8 Telephone and Similar Meetings. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

4.9 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.

Notice and Waiver

5.1 Procedure. Whenever these bylaws require notice to be given to any director, the notice shall be given as prescribed in Article Four. Whenever notice is given to a director by mail, the notice shall be sent first-class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelope addressed to the director at his or her address as it appears on the books of the corporation; and such notice shall be deemed to have been given at the time the same is deposited in the United States mail. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency. Notice shall be deemed to have been given by electronic mail at twenty-four (24) hour past sending with no notification of any error or other difficulty in delivery.

5.2 Waiver. Whenever any notice is required to be given to any director by law, by the articles of incorporation, or by these bylaws, a waiver thereof in writing signed by the director entitled to such notice, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.

Board of Advisors

6.1 Appointment. The Board of Directors may appoint such persons as it reasonably deems necessary to act as the Board of Advisors of the corporation. To the extent possible, the Board of Advisors should consist of representatives of the business community, the educational community, and utilizing agencies. The number of persons appointed to constitute the Board of Advisors shall be determined in the sole discretion of the Board of Directors.

6.2 Purpose. It shall be the function and purpose of the Board of Advisors to advise the Board of Directors on matters relating to the business and affairs of the corporation, and to suggest or be available for consultation with regard to projects or activities which the corporation may undertake, consistent with its exempt purposes, in furtherance of its goals and objectives.

Officers

7.1 Number and Qualifications. The officers of the corporation shall consist of a president, a vice-president, a secretary, a treasurer, and a training officer. The board of Directors shall from time to time create and establish the duties of such other officers and assistant officers as it deems necessary for the efficient management of the corporation, but the corporation shall not be required to have at any time any officers other than a president, a secretary/treasurer, and training coordinator. Any two (2) or more offices may be held by the same person, except the offices of the president and the secretary.

7.2 Election and Term of Office. The officers of the corporation shall be nominated by voting membership. The board will review nominations and qualifications and either approve or remove persons from nomination. The membership will then vote for officers from the approved nominees. Officers will serve for terms not less than one (1) year and until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement, or disqualification.

7.3 Other Agents. The Board of Directors may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office during the pleasure of the board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.

7.4 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. However, any such removal shall be without prejudice to the contract rights, if any, of the officer or agent so removed. The board may petition removal of any officer with signatures of 50% of the directors. A vote of 2/3 of the directors is then required to remove the officer.

7.5 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Directors.

7.6 President. The president shall be the principal executive officer of the corporation and shall attend all meetings of the Board of Directors. He shall be authorized to sign checks, drafts, and other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, and statements and reports required to be filed with the state or federal officials or agencies; and he shall be authorized to enter into any contract or agreement and to execute in the corporate name, along with the secretary, any instrument or other writing; and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the right to supervise and direct the management and operation of the corporation and to make all decisions as to implementation of policy and otherwise which may arise between meetings of the Board of Directors, and the other officers and employees of the corporation shall be under his supervision and control during such interim. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.

7.7 Vice-President. The vice-president shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.

7.8 Secretary. The secretary shall attend all meetings of the Board of Directors and record all votes, actions and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the executive and other committees when required. He shall give, or cause to be given, notice of all meetings of the Board of Directors. He shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors or the president, affix it to any instrument requiring it. When so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary. He shall be under the supervision of the president. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.

7.9 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the corporation and shall deposit all monies and other valuables in the name and to the credit of the corporation into depositories designated by the Board of Directors. He shall disburse the funds of the corporation as ordered by the Board of Directors, and prepare financial statements each month or at such other intervals as the Board of Directors shall direct. If required by the Board of Directors, he shall give the corporation a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to the board) for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement, or vouchers, money, and other property of whatever kind in his possession or under his control belonging to the corporation. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.

7.10 Training Coordinator. The Training Coordinator shall be responsible for all unit training sessions. He shall monitor each member’s progress and assist them in attaining mission ready status and maintaining a level of proficiency to meet or exceed the goals of the corporation as set forth in these bylaws and any applicable standards. He shall maintain attendance records to be reviewed by the board of directors as designated in these bylaws. He may delegate part or all of these duties to an assistant as deemed necessary from time to time. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.

Committees of Directors

8.1 Executive Committees. By resolution adopted by a majority of the directors in office, the Board of Directors may designate from among its members one or more executive committees, each of which shall consist of two (2) or more directors, including the chairman or the vice-chairman of the board, which executive committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the affairs of the corporation; but the designation of such executive committees shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.

8.2 Other Committees of Directors. Other committees, each consisting of two (2) or more directors, not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adapted by a majority of directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be appointed by the chairman of the board. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

8.3 Advisory and Other Committees. The Board of Directors may provide for such other committees, including committees, advisory groups, boards of governors, etc., consisting in whole or in part of persons who are not directors of the corporation, as it deems necessary and desirable, and discontinue any such committee at it pleasure. It shall be the function and purpose of each such committee to advise the Board of Directors; and each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of incorporation of the corporation or these bylaws, as may be prescribed for it by the Board of Directors. Appointments to and the filling of vacancies on any such other committees shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to control, revision, and alteration by the Board of Directors, provided that no rights of third persons shall be prejudicially affected thereby. See Article Six ("Board of Advisors").

8.4 Term of Appointment. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof.

8.5 Chairman. One member of each committee shall be appointed chairman thereof.

8.6 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

8.7 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.

8.8 Rules. Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Membership

9.1 General Requirements. Members of all categories must meet the following conditions:

9.2 Probationary Member. Probationary members are applicants for Mission Ready or Support/Base Camp status who's application has been reviewed by the president and training officer and on their recommendation was voted on and approved by the membership with a majority vote. Probationary members must attend the required 50 % of all unit training sessions and meetings for a six month period. At the end of said six month period, probationary members shall: 1) Be recommended for active membership by the president 2) Be given the option of one additional six month probationary period; or, 3) Have their application terminated. Probationary members do not have the right to vote.

9.3 Active Member. An active member shall have one (1) vote in election of officers and in the admission of new active or probationary members. All incorporators of this corporation shall be deemed as active members. Additional active members may be admitted to membership by vote of the active members at any regular meeting with a quorum in attendance.

9.4 Affiliated Membership. An affiliated member or unit shall have no voting privileges. Affiliated members are members which meet the Central Florida Search and Rescue, Inc. standards for operational status as support/base camp personnel or a search team. Affiliated units are units which has consented to vetting by the Board of Directors or their designated alternates and have subsequently been accepted as an Affiliated Unit by action of the Board of Directors.

9.5 Mission Ready Status. Mission Ready members are members which meet the unit's standard for operational status as support/base camp personnel or a search team.

9.6 Leaves of Absence. Leave of Absences shall be granted to any member for a period of not more than six (6) months, except for college where five years will be allowed, and provided the members dues are up to date. Voting rights will be retained either by attendance at the annual meeting or by proxy vote, and applying only to the election of officers. A two thirds (2/3) vote of the active membership of the unit shall be required to grant the leave of absence. An annual re-test must be completed in order to regain mission ready status if the leave of absence is three months or less. Full mission ready testing must be completed in order to regain mission ready status if the leave of absence is more than three months.

9.7 Votes by proxy. Voting members who cannot attend the officer elections may vote by proxy.

9.8 Discipline and Removal from Membership. Members may be expelled from the unit upon a petition signed by fifty percent (50%) of the active membership sustained by a majority vote of the Board of Directors. Petitions must state valid reason(s) for such removal, and charges made must be investigated and substantiated. Attendance at individual unit functions will be reviewed at board meetings. Any member not meeting the minimum requirements over a three month period will be put on probationary status for a period of three months and will be notified in writing by the president or his designee of this action. The board will review the member's status at the end of the probationary period and vote on the following options: 1) Return to active status 2) Termination of membership. If option 2) is recommended, the member will be notified in writing stating the decision of the board and requesting their appearance at a set date for a hearing. Failure to respond to this request within ten (10) days will result in automatic termination of membership. If the hearing results in no change of the boards recommendation, the board will present their recommendation to the general membership at the next business meeting for a vote, with a majority vote ruling. In addition, members placed on probationary status may not test for mission ready status. In the case of mission ready members, the member must pass an annual re-certification before being re-fielded.

Contracts, Checks, Deposits and Funds

10.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation. Such authority must be in writing and may be general or confirmed to specific instances.

10.2 Checks, Drafts, Notes, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such other manner as may from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or the vice-president of the corporation.

10.3 Deposits. All funds of the corporation shall be deposited as soon as possible to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

10.4 Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

Indemnification and Insurance

11.1 Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the corporation against expenses, including attorney's fees (and in the case of actions other than those by or in the right of the corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, then, unless such indemnification is ordered by a court, the corporation shall determine, or cause to be determined, in the manner provided under Florida law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Florida law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Florida Law.

11.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 11.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of members or disinterested directors, or otherwise, both as to action in his official capacity and as takes action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, trustee, or agent, and shall inure to the benefit of the heirs, executors, and administration of such a person.

11.3 Insurance. To the extent permitted by Florida law, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise.

Miscellaneous

12.1 Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

12.2 Corporate Seal. The corporate seal (of which there may be one or more exemplars) shall be in such form as the Board of Directors may from time to time declare.

12.3 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the corporation and to change the same from time to time as it deems appropriate.

12.4 Internal Revenue Code. All references in these bylaws to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1954, as from time to time amended, to the corresponding provisions of any applicable future United States Internal Revenue Law, and to all regulations issued under such sections and provisions.

12.5 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these bylaws shall be invalid or inoperative, then so far as is reasonable and possible:
The remainder of these bylaws shall be considered valid and operative.
Effect shall be given to the intent manifested by the portion held invalid or inoperative.

12.6 Table of Contents; Heading. The table of contents and headings are for organization, conveniences and clarity. In interpreting these bylaws, they shall be subordinated in importance to the other written material.

12.7 Order of Business. Meetings will follow Robert's Rules of Order.

12.8 Relation to Articles of Incorporation. These bylaws are subject to, and governed by, the articles of incorporation.

Amendments

13.1 Power to Amend Bylaws. Only the Board of Directors shall have the power to alter, amend or repeal these bylaws or adopt new bylaws.

13.2 Conditions. Action by the Board of Directors with respect to bylaws shall be taken by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present as provided in Section 4.6 of these bylaws. Action by any executive committee of the Board of Directors with respect to bylaws shall be taken by the affirmative vote of a majority of the members of such committee present at a meeting at which a quorum is present.

Periodic Meetings

14.1 Periodic Meetings. The Board of Directors, Board of Advisors, officers, members of the corporation and interested members of the community shall meet from time to time at times and places to be determined by the chairman of the Board of Directors. Notice of each such meeting, time and place shall be given to the directors, advisors, officers, and members of the corporation and to those individuals who have caused their names to be placed on the corporation mailing list. The mailing list shall be kept by the secretary. The date of the meeting may be changed by the chairman or any two (2) members of the Board of Directors, provided that notice is given of such change at least two (2) days before the regularly scheduled date of such meeting.

Tax-Exempt Status

15.1 Tax-Exempt Status. The affairs of the corporation at all times shall be conducted in such a manner as to assure its status as a "publicly supported" organization as defined in section 509 (a) (1) or section 509 (a) (2) or section 509 (a) (3) of the Internal Revenue Code, and so in other ways to qualify for exemption from tax pursuant to section 501 (c) (3) of the Internal Revenue Code.