l70535D63er0tl Fm, 1024 Application for Recognition of Exemption one No. 1545-0057 (Rev. September 1998) Under Section 501 I, a_ mm is Department of the Treasury this moon wil be open' Internal Revenue Service Read the instructions for each Part carefully. A User Fee must be attached to this application. If the required information and appropriate documents are not submitted along with Form 8718 (with payment of the appropriate user fee), the application may be returned to the organization. Complete the Procedural Checklist on page 6 of the instructions. Part I. Identification of Applicant (Must be completed by all applicants; also complete appropriate schedule.) Submit only the sc edule that applies to your organization. Do not submit blank schedules. Check the appropriate box below to indicate the section under which the organization is applying: a [3 Section holding corporations (Schedule A, page 7) El Section 501 leagues, social welfare organizations (including certain war veterans' organizations). or local associations of employees (Schedule 8, page 8) Section agricultural, or horticultural organizations (Schedule C. page 9) Section 501 leagues, chambers of commerce. etc. (Schedule C. page 9) Cl Section clubs (Schedule 0, page 11) Section beneficiary societies, etc.. providing life, sick, accident, or other benefits to members (Schedule E, page 13) Section employees' beneficiary associations (Parts I through IV and Schedule F, page 14) Section fraternal societies. orders. etc.. not providing life, sick, accident, or other benefits (Schedule E. page l3) i Section life insurance associations, mutual ditch or irrigation companies, mutual or cooperative telephone companies. or like organizations (Schedule 6, page 15) Section 50l(c)(1 crematoria. and like corporations (Schedule H, page 16) Section insurance companies or associations. other than life or marine (Schedule I, page 17) Cl Section providing for the payment of supplemental unemployment compensation benefits (Parts I through iv and Schedule J. page 18) Section post. organization, auxiliary unit. etc. of past or present members of the Armed Forces of the United States (Schedule K. page 19) Section holding corporations or trusts (Schedule A, page 7) la Full name of organization (as shown in organizing document) 2 Employer identification number (EIN) fit none. see Specific Instructions on page 2) A BETTER AMERICA NOW, INC. 45 5 2441810 1b c/o Name (if applicable) 3 Name and telephone number of person to be contacted if additional information is needed EUGENE G. PEEK ill Address (number and street) Roomfsuite 501 AVENUE 601 MARY 9- 1d City. town or post office. state, and ZIP 4 If you have a foreign address. see Specific Instructions for Part I, page 2. JACKSONVILLE, FL 3220241937 904 224.9766 1e web site address 4 Month the annual accounting period ends 5 Date incorporated or formed NONE DECEMBER 05/26/2011 6 Did the organization previously apply for recognition of exemption under this Code section or under any other section of the Code? '(es no lr "Yes." attach an explanation. Has the organization filed Federal income tax returns or exempt organization information returnsC]Yes IZI No If "Yes." state the form numbers, years filed. and internal Revenue office where filed. 8 Check the box for the type of organization. ATTACH A CONFORMED COPY OF THE CORRESPONDING DOCUMENTS TO THE APPLICATION BEFORE MAILING. a Attach a copy of the Articles of Incorporation (including amendments and restatements) showing approval by the appropriate state official: also attach a copy of the bylaws. El Attach a copy of the Trust lndenture or Agreement. including all appropriate signatures and dates. 0 Attach a copy of the Articles of Association. Constitution, or other creating document, with a declaration (see instructions) or other evidence that the organization was formed by adoption of the document by more than one person. Also include a copy of the bylaws. If this is a corporation or an unincorporated association that has not yet adopted bylaws. check here . . . . . declare under the penalties of per'u am authorized to sign this application on behalf or the above organization. and that I hav examined this applic ing the mpanyin schedules and attachments, and to the best oi my knowledge it is tine. correct. :1 PLEIXSE slew .. . . . .. HERE (Type or print name and tit afigner) For Paperwork Reduction Act Notice, see page 5 of the instructions. 1 17152011305001 . Winn. Form 1024 (Rev. 9-98) Page 2 Part II. Activities and Operational Information (Must be completed by all applicants) 1 Provide a detailed narrative description of all the activities of the organizationmpast, present. and planned. 00 not merely refer to or repeat the language in the organizational document. List each activity separately in the order of importance based on the relative time and other resources devoted to the activity. Indicate the percentage of time for each activity. Each description should include. as a minimum, the following: a detailed description of the activity including its purpose and how each activity furthers your exempt purpose; when the activity was or will be initiated; and where and by whom the activity will be conducted. A BETTER AMERICA NOW, INC. IS A GRASSROOTS ADVOCACY ORGANIZATION WHICH SHARES A COMMITMENT TO INDIVIDUAL LIBERTY, LIMITED GOVERNMENT, FREE ENTERPRISE. AND SUPPORT FOR THE ENGINE THAT DRIVES OUR ECONOMY - SMALL BUSINESS. WE BELIEVE THAT THE ELECTORATE SHOULD BE FULLY INFORMED BEFORE THEY VOTE. OUR MISSION IS TO ASSIST IN CLARIFYING THE DEBATE OVER DIFFERENT VIEWS FOR OUR POLITICAL AND ECONOMIC FUTURE, TO EDUCATE VOTERS ON HOW CONTRASTING VISIONS WILL SHAPE OUR FUTURE, AND TO GIVE CITIZENS TI-IE2 PROPER INFORMATION TO HELP THEM HOLD LAWMAKERS AND OFFICE-SEEKERS ACCOUNTABLE. OUR ACTIVITIES TO EDUCATE THE PUBLIC WILL OCCUR ON AN ON-GOING BASIS AND WILL INCLUDE A WEBSITE WHERE THE GENERAL PUBLIC CAN OBTAIN INFORMATION ABOUT PERTINENT BILLS AND LEGISLATION AT STATE AND NATIONAL LEVELS AND ABOUT ISSUES THAT AFFECT THE GENERAL WELFARE OF OUR CITIZENS. ACTIVITIES TO EDUCATE THE ELECTORATE WILL INCLUDE ISSUE FOCUSED RADIO AND TELEVISION ADVERTISING, NEWSPAPER ADVERTISING, AND THE USE OF SOCIAL MEDIA LIKE FACEBOOK AND TWITTER. IN ADDITION, WE WILL WORK WITH ELECTED OFFICIALS AND EXISTING COMMUNITY COALITIONS TO SUPPORT ISSUES AND TO RECRUIT GRASSROOTS ACTIVISTS WHO ADVOCATE FOR A PRO-BUSINESS AGENDA. 2 List the organization's present and future sources of financial support, beginning with the largest source first. CONTRIBUTIONS Vomv my my a nuv 9,9. 3 Pan ll, Acvlviues and Operational (comvrwedv names, addresseg em. 3 vz. E. vwormuz - vwrzasvusuv, sm RIVERSIDE em JACKSONVILLE, FL 32202-4937 w. same SUITE eov JACKSONVILLE. FL 322024931 J. R, wow: 501 RWERSIDE AVENUE, SUITE am JACKSONVILLE, FL 322024937 A vv mo vs mp amlgvowlh av cnvuvnuauovv av .v Yum av oveaecessar, sure me vmvvuv 0! man preflecarssor. pavvbd muvrvg vi was In am the xeasans (av as mmvna un Subvvm males cl avv pzpevs by any uarvslel cf assets was evtecmrt. rum 5 II the nvganvzaliorv vs rvaw qv plans In he In any wly any amsv urganlzalvnn. cesctibe Ihn nlhel arm zxplam mu vnlauovvsivup leg on a um, shared vauvvnes av empvoyccs 'mme nvficets L1v1c:xar5 or trustees) 5 vv ma Issued skate nv class ur stock. ('ll number and per mm>> 3! me shaves Ya: which may vsma, avva vu vv My new pm av yaur crezlmq S:a\4: me 'Dr vn Ilve mjanllanovv. me masses cl [wvln ma numnav 01 rvvamhavs each class). and we mm; and vecewcc vv any group or 0255 av ocvsuns vs vcumvte mm. descnbo Inc IDquFrem2n< EH1 rehnlvomrvp mwem mm membavs ..vva who yum copiss or any vvmevvav Amvv came: 0! av: types av Issued we CORPORATION HAS NO MEMBERS, 3 Expvavn how your he) vZLv.smv..vvov. UPON DISSOLUTION ov= THE coRv=oaAnoN,Tv1L=. ASSETS or me covzvovumon SHALL as uxsvmaursn T0 women DRGANVZATION EXCLUSIVELY FOR CHARITABLE PURPOSES on rovz SOCYAL WELFARE PURPOSES AS DESCRIBED IN same>> 501 (cvm. Form 1024 (Rev. 998) Page 4 Part II. Activities and Operational Information (continued) 9 Has the organization made or does it plan to make any distribution of its property or surplus funds to shareholders or members?. If "Yes." state the full details, including: (1) amounts or value; (2) source of funds or property distributed or to be distributed: and (3) basis of. and authority for, distribution or planned distribution. Yes No 10 [:]YesE]No Does, or will, any part of your organizations receipts represent payments for services performed or to be performed? . If state in detail the amount received and the character of the services penormed or to be performed. 11 Has the organization made, or does it plan to make. any payments to members or shareholders for services performed ortobeperformed'? . If "Yes." state in detail the amount paid. the character of the services, and to whom the payments have been. or will be, made. Yes No 12 Does the organization have any arrangement to provide insurance for members, their dependents. or others Gncluding provisions for the payment of sick or death benefits. pensions, or annuities"Yes." describe and explain the arrangements eligibility rules and attach a sample copy of each plan document and each type of policy issued. [3 Yes No 13 Is the organization under the supervisory jurisdiction of any public regulatory body, such as a social welfare agency, ll "Yes/' submit copies of all administrative opinions or court decisions regarding this supervision, as well as copies of applications or requests for the opinions or decisions. Yes No 14 Yes No Does the organization now lease or does it plan to lease any propertyexplain in detail. Include the amount of rent. a description of the property. and any relationship between the applicant organization and the other party. Also, attach a copy of any rental or lease agreement. (if the organization is a party, as a lessor, to multiple teases of rental real property under similar lease agreements. please attach a single representative copy of the leases.) 15 Has the organization spent or does it plan to spend any money attempting to influence the selection, nomination. election. or appointment of any person to any Federal. state. or local public office or to an office in a political organization?, ll "Yes." explain in detail and list the amounts spent or to be spent in each case. Yes No 15 Yes No Does the organization publish pamphlets. brochures. newsletters. journals. or similar printed material'? If "Yes." attach a recent copy of each. Pan Financial Dela Was! he ILEpnca .15) Com/Jlgte Pm stzxemcnu curmnt and mm u/ my 1 years ym/Maw, below exr: . /or sun Inn cxtna.-m4 than mm. yrapused budgets for nm 2 ycars me current my. Pay? 5 a 1255 mm 4 years me A. Stalerrem 0! Revenue ana_E_xgenses Mu CA/wax: hx - Revenue Guess was mad cssa>>menK; U1 memuav: gm; 0 - ('wuss .\rwomr.i umwzd mama we urgurm.Mvuu's mmp: (aunm [mclude mated cos! 0! sa\es on 'me 9) Gam Imm 5.12 xckung menm-mm (nuacn scneome) 'mm 'nvesm 1 cm nzvamm a ram vavznuu rm V-re: Waugh 1: . Expenses 9 axpuw. uunbuubh.=nunmm>> Ln men ail"/MC> conmmna. gn. gran': and mm znnounls can launch swam: . 12 nu ma menmm ,a-can rmalqlf 14 Olhuv same; and wngnes. 15 moms: . . I5 Ocmpancy . . 11 lleorecwamn mic deplehun vs D'nvv (auach mmum 19 a lhmugh :21 2a txcegs o4 revenue my expenses me 2 rvuru: mm mm. a-Yrzv a Cash . 2 mom. mm>> mm 1 'rwenmnes . . . . . . . 4 Bonus and nolas rs~cewab\L- (mach scwue, . . . . Covpcvalr' slacks (attach scneame). Mangaga [ems (attach 1 a ngpremme am aupxa.-mun assets Lmacn . own 4ssn(5\auam . mm . . . mun asset' :2 Accouma Daynme . . 1: gm gram, . mongagss rra nme. payzm'2 {mm . \5 Omar (mauv . n: ma: . . Fund Balances or Mel Assets hamlmes and mm: bsiarvces 0. we! men raarx hm: 15 am hm: more my am my su change .1. usscu m: ornan Mr: mm .H.- box arm mum sumo exmananm and or me pznfid shown ax>> e. uafl Form 1024 (Rev. 993) Page 8 -Schedule 8 Organizations Described in Section 501(c)(4) (Civic leagues, social welfare organizations (including posts, councils, etc., of veterans' organizations not qualifying or applying for exemption under section or local associations of employees.) 1 Has the internal Revenue Service previously issued a ruling or determination letter recognizing the applicant organization (or any predecessor organization listed in question 4, Part II of the application) to be exempt under section 501 and later revoked that recognition of exemption on the basis that the applicant organization (or its predecessor) was carrying on propaganda or otherwise attempting to influence legislation or on the basis that it engaged in political activity? . Cl Yes No If "Yes." indicate the earliest tax year for which recognition of exemption under section 501(c)(3) was revoked and the IRS district office that issued the revocation. 2 Does the organization perform or plan to perform (for members. shareholders, or others) services. such as maintaining the common areas of a condominium: buying food or other items on a cooperative basis: or providing recreational facilities or transportation services. job placement, or other similar . . . . . . . . . . Yes No if explain the activities in detail. including income realized and expenses incurred. Also. explain in detail the nature of the benefits to the general public from these activities. (if the answer to this question is explained in Part ll of the application (pages 2. 3. and 4), enter the page and item number here.) 3 ll the organization is claiming exemption as a homeowners' association, is access to any property or facilities it owns or maintains restricted in any way"Yes." explain. NIA 4 If the organization is claiming exemption as a local association of employees, state the name and address of each employer whose employees are eligible for membership in the association. if employees of more than one plant or office of the same employer are eligible for membership. give the address of each plant or office. NIA I- an. 8718 (Rev. January 2010) Department ol the Treasury internal Revenue Service User Fee for Exempt Organization Determination Letter Request Attach this form to determination letter application. (Form 8718 is NOT a determination letter application.) For one No. 15451795 -1 Control number '1 Amou in paid /51: User tee screener r' L. 1 Name ol organization A BETTER AMERICA NOW, INC. I 2 Employer Identification Number 45 244181 0 Caution. Do not attach Form 8718 to an application for a pension plan determination letter. Use Form 8717 instead. 3 Type of request Fee a Initial request for a determination letter for: 0 An exempt organization that has had annual gross receipts averaging not more than $t0,000 during the preceding 4 years or A new organization that anticipates gross receipts averaging not more than $10,000 during its first 4 years $400 Note. if you checked box 3a, you must complete the Certification below. Certification I certify that the annual gross receipts of name of organization have averaged (or are expected to average) not more than $10,000 during the preceding 4 (or the first 4) years of operation. Signature Title Initial request for a determination letter for: 0 An exempt organization that has had annual gross receipts averaging more than $10,000 during the preceding 4 years or A new organization that anticipates gross receipts averaging more than $10,000 during its first 4 years iv $850 is [3 Group exemption letters . lb $3,000 Instructions internal Revenue Service to a form or its instructions must be The law requires payment of a user fee with each application for a determination letter. The user fees are listed on line 3 above. For more information, see Rev. Proc. 2009-8; 20094 229, or latest annual update. Check the box or boxes on line 3 for the type of application you are submitting. if you check box (is, you must complete and sign the certification statement that appears under line 3a. Attach to Form 8718 a check or money order payable to the "United States Treasury" for the full amount of the user fee. If you do not include the full amount, your application will be returned. Attach Form 8?18 to your determination letter application. Generally, the user fee will be refunded only if the internal Revenue Service declines to issue a determination. Where To File Send the determination letter application and Form 8718 to: PO. Box 12192 Covington, KY 4t012--0192 who Should File Organizations applying for federal income tax exemption. other than Form 1023 filers. Organizations submitting Form 1023 should refer to the instructions in that application package. Paperwork Reduction Act Notice. We ask for the information on this form to carry out the lntemal Revenue laws of the United States. If you want your organization to be recognized as tax--exempt by the IRS, you are required to give us this information. We need it to determine whether the organization meets the legal requirements for tax-exempt status. You are not required to provide the information requested on a form that is subject to the Paperworl-< Reduction Act unless the form displays a valid OMB control number. Books or records relating Cat. No. 647282 retained as long as their contents may become material in the administration of any internal Revenue law. The rules governing the confidentiality of Form 8718 are covered in section 6104. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is 5 minutes. If you have comments conceming the accuracy of this time estimate or suggestions for making this form simpler, we would be happy to hear from you. You can write to the intemal Revenue Service. Tax Products Coordinating Committee. 1111 Constitution Ave. NW, lFi--6526. Washington, DC 20224. not send this form to this address. Instead, see Where To File above. Form 8718 (1 --2010) ea. "rt see i ARTICLES OF INCORPORATION OF $3 on . . A BETTER AMERICA NOW, INC. ggti. The undersigned. for the purpose of forming a corporation not for profit under the Florida Not For Profit Corporation Act -- Florida Statute Chapter 617, herewith adopts the following Articles of incorporation: ARTICLEI Name The name of this corporation shall be A BETTER AMERICA NOW, INC. ARTICLE II Principal Place of Business and Address The initial principal place of business and mailing address of this corporation shall be 501 Riverside Avenue, Suite 601, Jacksonville. Florida 32202. ARTICLE Duration This corporation shall exist perpetually unless otherwise terminated and/or dissolved pursuant to applicable Federal and State law. Corporate existence shall commence as set forth in Article [Effective Date] herein. ARTICLE IV Purpose This corporation is organized for the purpose of operating exclusively organization for the promotion of social welfare under Section 501(c)(4) 0' Internal Revenue Code of 1986, as amended, and to undertake any and/ lawful activities under applicable Federal and State law to further purpose. Board of Directors The manner in which the directors of this corporation are to be appointed or elected shall be established by the Bylaws of this corporation which shall provide therein the method for appointment or election of directors; notwithstanding the foregoing, this corporation shall always have a minimum of three (3) directors. Vl Registered Office and Registered Agent The street address and mailing address of this corporation's initial registered office and the name of its initial registered agent at that address shall be: Eugene G. Peek 501 Riverside Avenue, Suite 601 Jacksonville, Florida 32202 ARTICLE lncorporator The name and address of this corporations incorporator shall be: Eugene G. Peek Esquire 501 Riverside Avenue. Suite 601 Jacksonville, Florida 32202 Effective Date These Articles of Incorporation shall be come effective to establish this corporation upon the acceptance and filing thereof with the Florida Department of State. This corporation's incorporator submits these Articles of incorporation to the Florida Department of State this 25" day of May. 2011 and affirms that the facts stated herein are true. This corporations lncorporator is aware that false information submitted in these Articles of Incorporation to the Florida Department of State constitutes a third degree felony as provided in Florida Statutes Section 817.155. EUGENE G. EEK Ill -3- STATE OF FLORIDA COUNTY OF DUVAL The foregoing instrument was acknowledged before me this 25"' day of to me and who did May, 2011, by Eugene G. Peek Iii, who is ersonally kn not take an oath. I 4- Notary Public, State and County Aforesaid Commission No. My Commission Expires: Notary Public State or Florida :93 i: Linda Prohaska 3' My Commission 0, Expires O8l21f201 1 ""s4'v -a ACCEPTANCE REGISTERED AGENT Having been named as registered agent to accept service of process for the above stated corporation, at the piece designated in these Articies of incorporation and this Certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity. Eugene G. geek ill Sharia Dated: May 25,2011 77 eg: 0" r~ 17'! BYLAWS OF A BETTER AMERICA NOW, INC. (A Nonprofit Corporation) ARTICLE 1 Name and Purpose Section 1.1 Name. The name of the corporation is A Better America Now, Inc. Section 1.2 Pugposes. The purposes for which the corporation is formed are as set in the Articles of Incorporation. ARTICLE 2 Offices and Registered Agent Section 2.1 Offices. The address of the initial office of the corporation and the registered office of the corporation in the state of Florida are set forth in the Articles of Incorporation. The Board of Directors may, from time to time, establish additional offices for the corporation within the state of Florida and may designate a different address as its registered office; provided, however, that any such designation of a different registered office shall become effective only upon the filing of a statement of such change with the Secretary of State of the State of Florida as is required by law. Section 2.2 Registered Agent. The name and address of the initial registered agent of the corporation is set forth in the Articles of Incorporation. The Board of Directors may, from time to time, designate a different person as its registered agent; provided, however, that such designation shall become effective only upon the filing of a statement of such change with the Secretary of State of the State of Florida as is required by law. ARTICLE 3 Membership and Meetings of Members Section 3.1 Membership. The corporation shall have no members. ARTICLE 4 Board of Directors Section Number and Qualification. The Board of Directors shall initially have three (3) Directors; however, the Board of Directors can increase or decrease (never less than three (3) Directors at any time) the number of Directors from time to time by its majority vote. The initial Board of Directors shall be those named in the Minutes of the Organizational Meeting of the Incorporator and their terms shall continue until midnight the day on which is held the Annual Meeting of the Board of Directors at which their successors are to be elected. At such meeting, new Directors shall be elected by majority vote of those Directors then serving in office from among the candidates nominated by those Directors voting thereon to serve as Directors until the next Annual Meeting of the Board of Directors. Vacancies in the Board of Directors shall be filled, until the next Annual Meeting, by a majority of the Directors remaining in office. Section 4.2 Chairman. The President shall serve as Chairman of the Board of Directors. Section 4.3 Annual Meetinsgs of Directors. Annual Meetings of the Board of Directors shall be held each year within ninety (90) days after conclusion of the Corporation's fiscal year on December 31. Section 4.4 Special Meetings of Directors. Special Meetings of the Board of Directors may be held at any time and may be called by the Chairman of the Board. In the event a majority of the members of the Board of Directors request a Special Meeting, the Chainnan of the Board shall call such a Special Meeting. Section 4.5 Notice. Notice of all meetings of the Board of Directors shall be delivered by the Secretary of the corporation to each Director at least ten (10) days prior to the date of the meeting. The Secretary shall provide evidence of such delivery of notice. Notice of any meeting may be waived in writing by any Director before, during or within ten. (10) days after the meeting. Section 4.6 (Quorum. A majority of Directors in attendance at a meeting shall constitute a quorum, provided notice of the meeting has been duly given to all Directors as provided in Section 4.5, or such notice is duly waived by a majority of the Directors. The act of a majority of the Directors present at a meeting shall be the act of the Board of Directors, unless the act of a greater number shall be required specifically by the Articles of Incorporation or the Bylaws. Section 4.7 Informal Action. Any action required by law to be taken at a meeting of the members of the Board of Directors, or any action which may be taken at such a meeting, may be taken without a meeting if a consent in writing setting forth the action shall be signed by all Directors. Section 4.8 Proxies. A Director may consent in writing to action taken at a meeting, but proxies given by a Director to allow another Director to vote in his stead shall not be recognized as a proxy. Section 4.9 Special Committees. Special committees may be created from time to time by the Board of Directors. Each such committee shall consist of members of the Board of Directors and shall be appointed by the Chairman of the Board of Directors unless the Board of Directors shall specifically provide otherwise in the resolutions establishing such committee. Members of any special committee shall serve or be removed at the pleasure of the Board of Directors. The act of a majority of the members of a committee present at any meeting shall constitute the act of the committee. Section 4.10 Removal. Any Director may be removed, with or without cause, by the vote of two>>thirds of the members of the Board of Directors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled by vote of the then remaining members of the Board ofDirectors. Section 4.11 Liability. The Board. of Directors shall not be personally liable for this corporation's debts, liabilities or other obligations. ARTICLE 5 Otficers Section 5.1 Number. The Officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, and such other Officers as may be designated by the Board ofDirectors. Section 5.2 Election. Officers shall be elected annually by the Board of Directors at its Annual Meeting and shall serve until their successors are chosen and qualify. Officers may be removed by the Board of Directors at any time without cause. LA) Section 5.3 President. The President shall be the Chief Executive Officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He shall be a member of the Board of Directors -- he shall preside at meetings of the Board of Directors. In general, the President shall perform all duties usually incident to the office of the Chief Executive Officer of a corporation, and such other duties as may be prescribed by the Board ofDirectors. Section 5.4 Vice President. The ice President, if a Vice President is in office, shall, in the absence or disability of the President, perform the duties and the powers of the President. He shall also perform whatever duties and have whatever powers the Board of Directors may from time to time assign him. Section 5.5 Secretary. The Secretary shall be custodian of the seal of the corporation and shall affix the seal to all papers or instruments requiring it; shall keep the minutes, record all proceedings, and conduct the official correspondence of the corporation; shall be responsible for the official records of the corporation; and shall render such other services as the Board of Directors may determine. Section 5.6 Treasurer. The Treasurer shall perform all of the duties usually incident to the office of Treasurer of a corporation and such other duties as may be assigned. to him by the President or the Board ofDirectors, including the recording of all receipts and disbursements and reporting to the Board of Directors on the financial condition of the corporation, the formulating of an annual budget for approval by the Board of Directors, and the maintaining of corporate funds and financial records. Section 5.7 Assistants. Assistant Treasurers and Assistant Secretaries may be appointed by the Board of Directors, from time to time, and may be authorized to perform such duties as may be assigned to them by the Board of "Directors, the President, the Treasurer, or the Secretary. ARTICLE 6 Committees Section 6.1 Committees. By majority vote of the Directors in office, the Board of Directors may, by resolution duly adopted, establish one (1) or more committees, each. of which shall consist of two (2) or more Directors, which committees, to the extent provided by such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; provided, however, that the designation of such committees and delegations of autliority thereto shall not operate to relieve the 4 Board of Directors, or any Director individually, of any responsibility imposed on it, him or her by these Bylaws, or by law. Section 6.2 Finance Committee. The matter of controlling, managing, investing and disposing of the property of this corporation for the purpose of earning an income therefrom, as distinguished from the matter of applying property and funds to charitable purposes, shall be exclusively Vested in a finance committee which shall consist of two (2) or more Directors who shall be elected by majority vote of the Board of Directors. Section 6.3 Each member of a committee shall continue in that capacity until the next Annual Meeting of the Board of Directors of the corporation or until his successor is appointed, unless such committee shall be sooner abolished, or unless such member is removed or ceases to qualify as a member thereof. Section 6.4 Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members of the committee. Section 6.5 Vacancy. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected shall be elected for the unexpired term of his predecessor. ARTICLE 7 Exculpation of Directors Section 7.1 Personal Actions. No Director or Officer shall be liable to anyone for any acts on behalf of the corporation or any omissions with respect to the corporation committed by him or her except for his or her own willful and gross act of omission or fault. Section 7.2 Actions by Others. No Director or Officer shall be liable to anyone for willful and gross acts of omission or fault on the part of any one (1) or more of the other Directors or Officers in the absence of specific knowledge on the part of such Director or Officer of such willful and gross omission or fault. ARTICLE 8 Amendments Section 8.1 Articles of Incorporation. The Articles of Incorporation may, under the provisions thereof, be amended by a vote of two thirds of the Board of Directors of the corporation at an Annual Meeting or Special Meeting called for that purpose. Section 8.2 Bylaws. The Bylaws of the corporation may be altered, amended or revoked, or new Bylaws adopted, by a majority vote of the Board of Directors at an Annual Meeting or Special Meeting called for that purpose, provided at least ten (10) days written notice is given to each Director of any proposal to alter, amend or repeal, or to adopt new or additional bylaws at such meeting. ARTICLE 9 Fiscal 'Year Section 9.1 Unless otherwise designated by the Board of Directors, the fiscal year of the corporation shall consist of a period not to exceed twelve (12) months ending on December 31 of each year. 10 Corporate Seal This corporation shall have a seal, hereby adopted, circular in form with the name of the corporation and the words Nonprofit Corporation" inscribed upon its face. CERTIEVHCATE Di? ADOPTION I hereby certify that the foregoing Bylaws were adopted by the lncorporator of A Better America Now, Inc. on July 1, 201 1. .47' Eugene G. P;/ek HI Incorporator 6 MINUTES OF THE ORGANIZATIONAL MEETENC OF THE INCORPORAT OR OF A BETTER AMERTCA NOW, INC. The Organizational Meeting of the lneorporator of A Better America Now, Inc. ("Corporation") was held at 501 Riverside Avenue, Suite 601, Jacksonville, Florida 32202 on July 1,2011 at 1:00 pm. The Incorporator became Chairman of the meeting and Donna M. Kuhn was chosen as Secretary for the purpose of keeping minutes of the meeting. The lncorporator adopted the following resolutions at the Organizational Meeting for the purpose of completing the organization of the Corporation by appointing and electing Directors and Officers, adopting Bylaws, and carrying on such other business brought before the meeting: RESOLVED, that the certified copy of the Certificate of Incorporation and Articles of Incorporation of this Corporation issued by the Florida Department of State shall be inserted in the Minute Book of the corporation. FURTHER RESOLVED, that the form of Bylaws submitted to this meeting is adopted as the Bylaws of this Corporation and that a copy thereof shall be inserted in the Minute Boole of the Corporation. FURTHER RESOLVED, that the seal impressed upon the margin hereby is adopted as the official seal of the Corporation. FURTHER RESOLVED, that the following Directors are appointed to serve as the Board of Directors of the Corporation until further notice: W.F. Bragg Portrie .R. Wolfe FURTHER RESOLVED, that the following Officers are elected to serve in the offices indicated opposite their respective names until further notice: President RE. Portrie Vice President Secretaiy RE. Portrie Treasurer RE. Portrie FURTHER RESOLVED, that the Officers of the Corporation shall establish a financial and relationship for the Corporation with Bank of America and take such necessary and requisite action to effectuate same. There being no further business, the ineeting of the Corporation was adjoumed. Donna M. Kuhn, Secretary Approved: Eugene Gflieek lncorporator