AMENDED AND RESTATED BY-LAWS OF AAA, INC., a Florida not-for-profit corporation

Preamble

WHEREAS, AAA, INC., a Florida not-for-profit corporation (the “Association”), is a Florida corporation not for profit pursuant to Florida Statutes Chapter 617.

WHEREAS, the Association has determined that it is to its advantage and in its best interest to alter, amend and restate its Amended Bylaws, as hereinafter defined, as provided in these Amended and Restated By-Laws, as hereinafter defined, as of the Effective Date, as hereinafter defined.

WHEREAS, these Amended and Restated By-Laws have been adopted by a two-thirds vote of all votes cast by mailed-in ballots mailed to all members of the Association, pursuant to Article XIII Section 1 of the Amended By-Laws.

NOW, THEREFORE, these Amended and Restated By-Laws of AAA, INC., a Florida not-for-profit corporation (these “Amended and Restated By-Laws”), hereby alter, amend, and restate in their entirety, those certain By-Laws of the Association as duly adopted at a meeting of the original Board of Directors held June 29, 1984, in Orlando, Florida, and as amended at an annual meeting of the Association on September 28, 1985 in Titusville, Florida, and as amended at subsequent annual meetings of the Association held on June 15, 1996, May 24, 1998, May 26, 2000, May 24, 2001, May __, 2008, and May 25, 2013 in Orlando, Florida (said original bylaws, as heretofore amended, the “Amended By-Laws”).

ARTICLE I - General Provisions

Section 1.01 Name. The name of the Association is AAA, INC., a Florida not-for-profit corporation (“the Association”). The Association is a non-profit non-stock corporation incorporated in the State of Florida pursuant to Florida Statutes, Chapter 617, the Florida Not For Profit Corporation Act.

Section 1.02. Registered Office. The Association shall establish and continuously maintain a registered office in the State of Florida at such address as the Association shall from time to time designate.

Section 1.03 Principal Office Address. The principal office of the Association shall be located in Orlando, Florida, or at such other location within or without the State of Florida as the board may determine. The Association may also have other offices at such other places, either within or without the State of Florida, as the Board may determine or as the activities of the Association may require.

Section 1.04 Mission Statement. The AAA (AAA) exists solely to serve homeschooling families in Florida. The AAA executes that mission through support for the legal right to homeschool, local school board education and interaction, support group networking, a state convention, local

conferences and events, informative communications, and most importantly, by giving encouragement, all in accordance with Judeo-Christian principles.

Section 1.05 Restrictions. All policies and activities of the Association shall be consistent with; (A) the Association’s Amended and Restated Articles of Incorporation, as amended from time-to-time; (B) policies and procedures established by the Board of Directors;(C) Florida Statutes, Chapter 617, the Florida Not For Profit Corporation Act, and, to the extent applicable, Florida Statutes, Chapter 607, Florida Business Corporation Act;(D) applicable federal, state and local antitrust, trade regulation and other legal requirements; and (E) applicable tax-exemption requirements, including the requirements that the Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

Section 1.08 Corporate Seal. The Board of Directors may adopt, use, and, at will, alter a corporate seal. Upon the seal of the Association shall appear the name of the Association and the state and year of incorporation, and the words “Corporate Seal.” Such seal shall be kept at the Association’s principal office. Failure to affix the seal to Association instruments, however, shall not affect the validity of such instrument.

Section 1.09 Purpose. The Association is organized exclusively as a civic league or organization not organized for profit but operated exclusively for the promotion of social welfare, the net earnings of which are devoted exclusively to charitable, educational, or recreational purposes, that qualifies as an exempt organization under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, and any corresponding section of any future federal tax code (the “Code”).

ARTICLE II – Statement of Faith

Section 2.01 - Belief. (1) The Bible is the inspired, inerrant and infallible Word of God, the supreme and final authority for all faith and life; (2) That there is one God, eternally existent in three Persons: God, the Father; God, the Son; and God, the Holy Spirit; (3) In the deity of the Lord Jesus Christ, who came as God in human flesh, being fully God and fully man, except without sin; (4) That Jesus Christ was born of a virgin and His miracles, His atoning death through His shed blood on the cross, His bodily resurrection, His ascension and His imminent bodily return in power and glory; (5) That man was created in the image of God, but fell into sin and is therefore lost and under God’s wrath and just condemnation; (6) That the central purpose for the coming of Jesus Christ was to pay the penalty for man’s sin through His substitutionary death; (7) That salvation is offered as a free gift to the sinner to be responded to in individual faith, not trusting in any personal works whatsoever, but in the sacrificial death of Jesus Christ alone; (8) That the ministry of the Holy Spirit is to convict mankind; indwell, guide, instruct, and empower the believer for Godly living and service; (9) That biblical marriage as defined in God’s Holy Word is between one man and one woman; and (10) In the spiritual unity of believers through our common faith in our Lord Jesus Christ, and that individual differences in doctrine which may exist, outside of the aforementioned items above, should not hinder the unity of Christian home educators.

ARTICLE III – Members

Section 3.01 Classes of Membership; Qualification.(a) Classes. The Association shall have ONE (1) class of Voting Members, ONE (1) class of Honorary Members, and ONE (1) class of Non-Voting Members, as determined by the Board of Directors. Each Voting Membership shall be entitled to ONE (1) vote on all matters submitted to the Members of the Association for a vote as follows: (i) Each Voting Member shall be a homeschooling family as a family unit (“Family Unit”), as set forth in subparagraphs (b) and (c) of this section; (ii) Each Family Unit shall have ONE (1) vote on all matters on which Voting Members shall be entitled to vote; (iii) Any vote cast by a Family Unit shall be final and irrevocable and, once any Family Unit has cast any vote, such vote may not be retracted by any member of the Family Unit; (iv) In the event there is any controversy concerning any vote cast by any Family Unit, such controversy shall be resolved by the Association official designated in advance by the Board of Directors to administer the vote in such Association official’s sole and exclusive discretion, which resolution shall be final and binding on all persons whomsoever; and (v) Only an adult parent member of the homeschooling family may cast a vote.

Honorary and Non-Voting members shall not be entitled to vote on any matters. A qualified applicant shall become a voting or non-voting member upon payment of dues applicable to such membership class and shall remain a voting or non-voting member, as applicable, as long as membership is renewed yearly by payment of yearly dues. It shall be within the discretion of the Board to grant membership without full payment of dues to persons who certify that they cannot afford to pay regular dues. Membership shall be for a consecutive one year period of time.

(b) Voting Members. Voting members shall consist of all families, residing in the State of Florida, who: (1) homeschool in the State of Florida, or (2) have been a voting member of the AAA in good standing during each of the two preceding years immediately prior to the year the family ceases to homeschool in the State of Florida. In both cases the families must have desired to join the Association, have completed an application, and have either (i) paid the applicable dues or (ii) who certify that they cannot afford to pay regular dues and have been granted membership pursuant to the Board’s policies from time-to-time in effect.

(c) Grandfathered Voting Members: All families who were members with the right to vote any time during the calendar year 2008 are eligible to be grandfathered as Voting Members provided the families apply in writing for membership by December 31, 2013 and during 2013 and thereafter continued to meet all membership requirements. Beginning in calendar year 2016, there shall no longer be any Grandfathered Voting Members and all Voting Members shall meet the voting membership requirements set forth in subsection (b) of this section.

(d) Non-Voting Members. Any and all persons or entities who support the purposes of the Association and who have paid dues or have been granted discretionary membership by the Board, including but not limited to, vendors and families who homeschool outside the State of Florida (not otherwise qualified as Voting Members).

(e) Honorary Members. Any and all persons or entities whom the Board determines by a TWO-THIRDS (2/3) vote have supported the purposes of the Association to such an extent to be worthy of honorary membership in the Association.

Section 3.02 Membership Dues(a) Members shall pay dues in accordance with the schedule of dues applicable within a class of membership, the definition and criteria of which may be assessed and approved by the Board of Directors, including on a monthly or annual basis during overlapping membership years.(b) Any member of the Association who fails to renew membership in accordance with the applicable schedule of dues shall cease to be a Member upon the expiration of such current term.(c) No membership dues or other fees and assessments will be refunded, except at the discretion of the Board of Directors.

Section 3.03 Applications for Membership. All applicants for Membership must complete, sign, and submit to the Association’s principal office an application for membership. Membership shall be subject to the terms of Association’s Certificate of Incorporation, By-Laws and such other policies and procedures of the Association.

Section 3.04 No Transfer of Membership Rights. No Member may sell, pledge, encumber or otherwise transfer its membership in the Association or a right arising from such membership.

Section 3.05 Meetings. The Board of Directors may call meetings of their respective Members in accordance with applicable law and these By-Laws.

(a) Place of Meetings. Meetings of the Members of the Association shall be held at such place within the State of Florida as may be fixed by the Board of Directors or the Chairman of the Association and stated in the notice of meeting or in a duly executed waiver of notice thereof.

(b) Annual Meeting. An annual meeting of the members for the election of Regional Representatives and the transaction of such other business as may properly come before the meeting shall be held each year on such date in the last six months of the Association’s fiscal year as shall be designated by the president of the Association or in the absence or such designation, on the last weekend of May in each year, or on such other date as shall be fixed by the Board of Directors.

(c) Special Meetings. Special meetings of the members may be called by the president or the secretary of the Association or by the Board of Directors, and shall be called by the president at the request in writing of the holders of not less than one-tenth of all the members entitled to vote at the meeting.

Section 3.06 Notice of Meetings. Notice of all meetings of Members shall be provided in accordance with applicable law. For Annual Meetings, at least 30 days prior written notice shall be given.

Section 3.07 Quorum. At all meetings of the Members, ONE-HALF OF ONE PERCENT (0.5%) of the total number of the Voting Members as Family Units as applicable, in person or by written ballot, including by paper or electronic proxy, as applicable, shall constitute a quorum for the transaction of business. Notice of a new meeting is not required if the time and place for the new meeting are announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally

called. In the absence of a quorum, the Chairman may postpone such vote until a substitute meeting can be called. Nothing herein shall require a quorum at the Annual Meeting of the Members to conduct election of Regional Representatives..

Section 3.08 Organization. The Chairman, or such person as the Chairman shall designate, shall preside at all meetings.

Section 3.09 Voting. At any meeting of the Members, each Voting Member present as a Family Unit, as applicable, in person or by written or electronic ballot, as applicable, shall be entitled to ONE (1) vote. The list of Voting Members eligible to vote shall be set by the Board of Directors not less than TEN (10) nor more than THIRTY (30) days before the date of the meeting. Except as otherwise provided by statute or these bylaws, any corporate action authorized by a majority of the votes cast at a meeting of the Voting Members which is duly held and at which a quorum exists shall be the act of the Voting Members.

Section 3.10 Proxy Voting. Proxy voting by members shall be permitted provided that the proxies are in a form approved by the Board of Directors. The Board of Directors, in its discretion, may submit to the members written ballots on specific issues, which may be voted upon by paper or electronic proxy, and which written ballots shall be in the form and substance as the Board, on its sole and exclusive discretion, may determine, which determination shall be final and binding on all persons whomsoever.

Section 3.11 Action Without Meeting. Any action that may be taken at a meeting of the Voting Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing is signed by not less than the number of Voting Members that would be necessary to authorize or take such action at a meeting of the Voting Members; provided that written notice of any such action is sent to all Voting Members within TEN (10) days after the date of such written action.

Section 3.12 Voting Lists. For the purpose of determining members entitled to notice of, or to vote at, any meeting of members or any adjournment thereof, for any other proper purpose, the Board of Directors may set a record date which shall not be a date earlier than the date on which such action is taken by the Board of Directors, nor more than SIXTY (60) days and, in case of a meeting of members, not less than TEN (10) days, prior to the date on which the particular action, requiring such determination of members, is to be taken. At such times as the Association has six or more members, the officer or agent responsible for the membership books shall make, or cause to be made, at least TEN (10) days before each meeting of members, a list of the members entitled to vote at such meeting, or any adjournment thereof, with the address of each. Such list shall be kept on file at the registered office of the Association, at the principal place of business of the Association or at the office of the transfer agent or registrar of the Association, if any, for a period of TEN (10) days prior to such meeting and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting of members and shall be subject to the inspection of any member at any time during the meeting.

Section 3.13 Removal of Members and Revocation of Membership

The Board of Directors may revoke the membership of any family unit, whether Voting, Honorary, or Non-Voting, at its sole discretion and for any reason. A majority vote of the current Board is sufficient to revoke membership.

ARTICLE IV - Board of Directors

Section 4.01 General Powers. The property, business and affairs of the Association shall be managed, controlled, and directed by the Board of Directors, subject to any limitations in the Articles of Incorporation, these By-Laws or any other law applicable to the business of the Association. All corporate powers shall be exercised by, or under the direction of, the Board of Directors. The Board of Directors shall act as the chief governing body of the Association.

Section 4.02 Eligibility. To be eligible to serve as a Director for the AAA an individual shall meet one of following criteria groups in either group (a) or (b): (a) (i) an individual that has subscribed to the Leadership Commitment Statement and the Statement of Faith; (ii) an individual that has registered as a homeschooler in the State of Florida for a minimum of three (3) years; (iii) has served in a leadership capacity in a homeschool group/community; (iv) has served as a AAA Regional Representative for a minimum of two (2) years; and (v) has been vetted and approved by the current presiding Board of Directors. (b) (i) an individual that has subscribed to the Leadership Commitment Statement and the Statement of Faith; (ii) is a veteran homeschool parent/guardian with a minimum of five (5) years homeschooling experience; (iii) has served in a leadership capacity in a homeschool group/community; and (iv) has been approved by the currently serving Board of Directors.

Section 4.03 Number and Composition(a) Number of Directors. The number of Directors shall be no less than three (3) and no more than seven (7). The exact number shall be determined by the Directors from time to time.(b) Composition. FOUR (4) of the Directors shall be officers. The officers who shall serve on the Board shall be the Chairman, Vice Chairman, Secretary, and Treasurer. . The Secretary or Treasurer may also serve as the Vice Chairman, if the Board of Directors consists of Three (3) members as directed by a vote of the Directors. The Chairman shall convene regularly scheduled Board meetings and shall preside or arrange for other Directors to preside at each meeting in the following order: Vice President, Secretary and Treasurer and any other Director in good standing.

Section 4.04 Commitment of Board Members to AAA. Individuals appointed to, or nominated for, a position as a AAA Director should express a commitment and attest to support the Mission Statement, the Statement of Faith and the Leadership Commitment Statement. A Director prior to appointment will agree to the following condition: (A) that the Director position is a volunteer position and is considered an advisory position in the AAA and is thus considered a leadership position; (B) as a Director, leadership of the AAA is reserved for persons with a Biblical worldview, so that as a Director, he/she believes that: (i) the Bible is the inspired and infallible Word of God and constitutes His completed and final revelation to man; (ii) Biblical marriage as being between one man and one woman; (iii) that God exists in three (3) persons: God the Father, God the Son, and God the Holy Spirit; (iv) that Jesus Christ was God in human flesh, being fully God and fully man, yet committed no sin; (v) that all have sinned and come short of

the glory of God; (vi) that the central purpose of the incarnation of Jesus Christ was to pay the penalty for man’s sin through His substitutionary death on the cross and His resurrection from the dead in triumph over death and Satan; and (vii) that salvation is a gift of God offered by his grace and mercy and that he/she has accepted that gift; (C) as a Director, he/she understands that any correspondence by telephone, electronic mail, social networks, texting, or any other method, may be construed to represent the entire leadership of the AAA; (D) as a Director, he/she agree to abide by the AAA communication policy that states that use of any public or private electronic communication should reflect a supportive Christian attitude and therefore will not be used to resolve personal conflicts within the AAA, to express offensive language, or in a way that would reflect poorly on our Lord Jesus Christ or the AAA as a whole; (E) in the case of personal conflict, the Director will seek to resolve the conflict in accordance with Matthew 18. The Director may discuss the issue with the executive board of the AAA for the purpose of seeking counsel, but the Director should limit all other discussion to the Director’s spouse and the person(s) directly involved in the conflict; (F) the Director understands that if his/her position requires monetary transactions, he/she is responsible to AAA’s treasurer for submitting any required reports and maintaining financial accountability.

Section 4.05 Resignation. A director may resign at any time by giving written notice to the Association. The resignation of a Director is effective without acceptance when the notice is given to the Association, unless a later effective time is specified in the notice.

Section 4.06 Removal of Directors. A Director serving on the Board of Directors may be removed at any time without cause as determined by a minimum of three-fifth (3/5) vote of the Directors. A Director may be removed with cause by a vote of two-thirds (2/3) vote of the Directors. If any Director is absent from two (2) consecutive duly noticed board meetings they may be removed with a single vote of a Director after proper motion is made. A Board of Director who has been removed shall not retain membership on the Board or in the Association and is disqualified from holding any office or position within the Association at any future time, except if reinstated by a three-fourth (3/4) vote of the Board of Directors.

Section 4.07 Vacancies of Directors. Any vacancy on the Board of Directors caused by death, resignation, removal, an increase in the number of directors, or any other cause, shall be filled by the affirmative vote of a 2/3 vote of the Directors. Prior to appointment, the proposed Director must comply with the Eligibility section of these By-Laws.

Section 4.08 Voting. Each Director is entitled to one (1) vote. Proxy voting by Directors shall not be permitted. In the event that the number of Directors present at any duly called meeting of the Directors is an even number, the Chairman shall abstain from voting.

Section 4.09 Place of Meetings; Conference Communication. The Board of Directors may hold its meetings at such place or places, as it may from time to time determine. If determined by the Board that one or more directors may participate in a meeting by any means of conference telephone or other communication equipment by means of which all persons participating in the meeting can simultaneously hear each other, such participation shall constitute presence in person at the meeting.

Section 4.10 Annual Meeting. The annual meeting of the Board of Directors shall be held each year, at such time and place as the Board may determine to conduct any and all necessary business of the Association.

Section 4.11 Regular Meetings. Regular meetings of the Board of Directors shall be held at least two (2) times per year.

Section 4.12 Special Meetings; Notice. Special meetings of the Board of Directors may be called at any time by the Chairman or by a majority of the Board, after not less than seven (7) days’ notice to each Director, provided, that the notice requirement may be set aside by unanimous consent. Notice of a special meeting shall be delivered personally, sent by facsimile or other electronic transmission to each director or mailed, addressed to the director at his or her residence. Any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors shall participate therein or waive such notice in writing before, at, or after such meeting.

Section 4.13 Quorum. A quorum shall consist of two-thirds (2/3) of the Board of Directors on roll to be present or if the Board only consists of the minimum three (3) members, quorum shall require all three (3) members to be present. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the number otherwise required for a quorum; provided that the affirmative vote of a majority of the required quorum is required to take any action other than adjournment.

Section 4.14 Proxy Voting. Proxy voting by directors shall not be permitted.

Section 4.15 Action by Board of Directors. All actions and decisions of the Board of directors shall be done or made by a simple majority vote of the directors present at any meeting which is duly held and at which a quorum exists, unless otherwise provided by these By-laws.

Section 4.16 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all of the Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.17 Conflicts of Interest. Except as permitted by law, with respect to any contract or other transaction between this Association and any director or organization in which a director is a director, officer or legal representative or has a material financial interest: (a) the material facts as to such contract or transaction and as to such person’s interest must be fully disclosed or known to the Board of Directors prior to approval of such contract or transaction; (b) such approval shall require the affirmative vote of a majority of the directors, not counting any vote that the interested director otherwise might have; and (c) the interested director shall not be counted in determining the presence of a quorum, unless the Board of Directors consists of the

minimum of three (3) Directors, then the interested director shall be counted in determining the presence of a quorum but not the vote. Notwithstanding the foregoing, the Association shall adopt and maintain a conflict of interest policy the requirements of which shall always equal or exceed the minimum requirements for such a conflict of interest policy imposed upon corporations that are qualified under Code Section 501(c)(4) or any policy of insurance pursuant to Article XV.

Section 4.18 Compensation. Directors may not receive compensation from the Association for the performance of their duties as directors. However, Directors shall be reimbursed by the Association for actual expenses incurred in the performance of their duties as directors, subject to guidelines approved by the Board.

Section 4.19 Duties. It shall be the duty of the Board of Directors to do the following:(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting or at any special meeting when such statement is requested in writing by 50 members of the Association; (b) supervise all officers, Regional Representatives and agents of this Association and ensure that their duties are properly performed;(c) conduct an election of corporate officers and Regional Representatives;(d) promote membership in the Association.

ARTICLE V – Regional Representatives

Section 5.01 General Powers and Responsibilities of Regional Representatives. The responsibilities of the Regional Representative(s) (“Representative(s)”) include the following: (a) handling calls from their assigned/appointed and elected region; (b) appear at functions or meetings as requested by the Board of Directors; (c) create a log of all telephone calls and appearances handled by the Representative with a discussion of outcome; (d) represent AAA at the local county areas with the local school board and to be a member of the county’s Truant Review Committee of their resident county; and (e) serve a minimum number of hours at the AAA convention as determined by the Board of Directors.

Section 5.02 Regional Representative Defined. Representative(s) shall consist of a husband and wife couple/team to work in tandem. An exception to the husband and wife team may be made at the discretion of the Board of Directors.

Section 5.03 Commitment of Regional Representative(s) to AAA. Individuals appointed to, or nominated for, a position as an AAA Regional Representative should express a commitment and attest to support the Mission Statement, the Statement of Faith and the Leadership Commitment Statement.

A Representative(s) prior to appointment will agree to the following conditions: (A) that the Representative position is a volunteer position and is considered an advisory position in the AAA and is thus considered a leadership position; (B) as a Representative, leadership of the AAA is reserved for persons with a Biblical worldview, abides by the AAA’s Statement of faith and he/she believes that: (i) that Jesus Christ was God in human flesh, being fully God and fully man,

yet committed no sin; (ii) that all have sinned and come short of the glory of God; (iii) that the central purpose of the incarnation of Jesus Christ was to pay the penalty for man’s sin through His substitutionary death on the cross and His resurrection from the dead in triumph over death and Satan; and (iv) that salvation is a gift of God offered by his grace and mercy and that he/she has accepted that gift; (C) as a Representative of the AAA, he/she understands that any correspondence by telephone, electronic mail, social networks, texting, or any other method, may be construed to represent the entire leadership of the AAA; (D) as a Representative, he/she agree to abide by the AAA communication policy that states that use of any public or private electronic communication should reflect a supportive Christian attitude and therefore will not be used to resolve personal conflicts within the AAA, to express offensive language, or in a way that would reflect poorly on our Lord Jesus Christ or the AAA as a whole; (E) in the case of personal conflict, the Representative will seek to resolve the conflict in accordance with Matthew 18. The Representative may discuss the issue with the Board of Directors of the AAA for the purpose of seeking counsel, but the Representative should limit all other discussion to the person(s) directly involved in the conflict; (F) the Representative understands that if his/her position requires monetary transactions, he/she is responsible to AAA’s Treasurer for submitting any required reports and maintaining financial accountability.

Section 5.04 Number and Composition. The Representative(s) shall consist of as many Representative(s) as the Board of Directors deems necessary to be representatives of geographical regions. One couple/team of each region shall be elected as a Representative. The State of Florida shall be divided into Regions and the number of Regions may be amended by the Board. The Board of Director may appoint Representative(s) to vacant regions until such time as a vote can be held by the members of the Association.

Section 5.05 Eligibility. To be eligible to serve as a Representative for the AAA a husband and wife couple/team shall meet the following criteria:(i) both the husband and wife team must have subscribed to the Leadership Commitment Statement and the Statement of Faith; (ii) both the husband and wife team’s family must have been registered as a homeschooler in the State of Florida for a minimum of three (3) years; and (iii) one member of the team must have served in a leadership capacity in a homeschool group/community.

Section 5.06 Prohibited Activities. No Representative shall have any power to: (i) fill vacancies in other Regions; (ii) adopt, amend or repeal the By-Laws; (iii) amend or repeal any resolution of the Board of Directors; and (iv) bind the AAA or the Board of Directors to any contract, agreement, responsibility or obligation.

Section 5.07 Resignation. A Regional Representative may resign at any time by giving written notice to the Association. The resignation of a Regional Representative is effective without acceptance when the notice is given to the Association, unless a later effective time is specified in the notice.

Section 5.08 Removal. A Regional Representative may be removed with or without cause by a 2/3 vote of the Directors.

ARTICLE VI – Officers

Section 6.01 Number and Qualifications. The elected officers of the Association shall be a Chairman, Vice Chairman, Secretary, and Treasurer. Other offices may be created as determined by the Board. All officers, whether elected or appointed, must have served as directors on the board for at least one (1) consecutive year in order to qualify for election, except for the Chairman who must have served at least two (2) consecutive years.

Section 6.02 Election and Term of Office. Officers shall be elected annually by the Board of Directors, except for the Chairman who shall be elected biannually by the Board of Directors, and each shall hold office until the next annual election of officers or biannual election of Chairman, and until a successor is elected and qualified, or until the earlier death, resignation, or removal of the officer. The officers shall be elected from among the current Board of Directors. The Board may elect a Treasurer from the current Voting Members of the Association, if deemed necessary.

Section 6.03 Resignations. An Officer may resign by giving written notice to the Association. The resignation is effective without acceptance when the notice is given to the Association, unless a later effective date is named in the notice. Resignation of an Officer shall not constitute resignation of that person as a Director unless the resignation specifically states that it constitutes a resignation both as an Officer and as a Director.

Section 6.04 Removal. An officer may be removed from office with cause as determined by a majority vote of the Board of Directors. Once cause has been established, removal from an officer’s position shall be by 2/3 vote of the Board.

Section 6.05 Vacancy. A vacancy in an office because of death, resignation, removal, or any other cause shall be filled by a 2/3 vote of the Board of Directors. The term of the officer filling a vacated position shall expire at the next annual meeting.

Section 6.06 Chairman. No person may serve as Chairman unless he/she is a current director or Chairman at the time of nomination, who has served at least two (2) consecutive years as a director by the time of election. In the event no Director with two (2) consecutive years experience is willing to serve as Chairman, any current Director may run regardless of years as a Director. The Chairman shall preside at all meetings of the Association and of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall represent the Association and/or Board, as instructed by the Board; shall perform all responsibilities delegated to him/her by the Board; shall render an annual report at the annual meeting; and shall see to it that an annual audit is performed by a CPA or an audit committee, unless this requirement is waived by the Board, and shall report on the audit to the Board. He/she also shall serve notice of all meetings of the Association and of the Board and shall maintain membership records; provided that he/she may delegate these responsibilities to others.

Section 6.07 Vice-Chairman. The Vice-Chairman shall act in the place and stead of the Chairman in the event of his/her absence, inability, or refusal to act, and shall exercise and discharge such duties as may be required of him/her by the Board.

Section 6.08 Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; shall keep the corporate seal of the Association and affix it on all papers requiring said seal; and shall perform such other duties as required by the Board.

Section 6.09 Treasurer. The Treasurer, or the Board’s designee, shall receive and deposit, within ten banking days, in bank accounts of the Association, all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; shall make available all financial records and shall present an itemized fiscal report at each regular meeting of the Board of Directors; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at the regular meeting, with printed copies available for distribution.

ARTICLE VII – Committees

Section 7.01 Advisory Committees. The Board of Directors may establish advisory committees consisting of at least one (1) director and of such additional numbers of persons demonstrating a sincere interest in the work of the Association, as it deems appropriate. The function of any Advisory Committee shall be to advise the Board of Directors on any matters as the Board of Directors shall determine. No Advisory Committee shall have any responsibilities for directing or managing the affairs of the Association.

Section 7.02 Other Committees. The Board of Directors may act by and through such committees as may be specified in resolutions approved by a majority of the Directors currently holding office. Committees are subject at all times to the direction and control of the Board of Directors.

ARTICLE VIII - Contracts, Checks, Bank Accounts and Investments

Section 8.01 Checks, Notes and Contracts. Except as otherwise provided for in these By-laws, the Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Association and shall determine who shall be authorized in the Association’s behalf to sign bills, note, receipts, acceptances, endorsements, checks, releases, contracts and documents. All checks shall require the signature of the Treasurer and the Chairman; provided that the Board may provide for alternate arrangements.

Section 8.02 Investments. The funds of the Association may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real or personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.

ARTICLE IX - Books and Records

The Association shall keep at its registered office correct and complete copies of its:(A) Amended and Restated Articles of Incorporation of the Association filed with the Florida

Department of State and these Amended and Restated By-laws; (B) Accounting records; (C) Minutes of Meetings of the members, the Board of Directors and committees having any of the authority of the Board of Directors. All such books and records shall be open to inspection by any director, or officer of the Association or his/her agent, for any proper purpose at any reasonable time. To the extent required by applicable law, the Association’s books and records shall be open to inspection by Members and governmental authorities;:and (D) any other books and records required to be kept by Florida or federal law.

ARTICLE X - Use of Association's Net Earnings

Section 10.01 No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1.09 of these By-Laws. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Association’s Articles of Incorporation, as amended from time-to-time, the Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(4) of the Code or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.

ARTICLE XI – Income

Section 11.01 Gifts and Grants. The Board of Directors, on behalf of the Association, may accept any contribution, grant, gift, bequest or devise, in whatsoever form, for purposes of the Association.

Section 11.02 Other Sources of Income. The Association shall be funded by membership dues, government grants and contracts, fees for programs or benefits provided, grants from private foundations, contributions from business organizations, and by income from any and all other sources not inconsistent with the Association’s purposes or Section 501(c) of the Internal Revenue Code.

ARTICLE XII - Fiscal Year

Section 12.01. The fiscal year of the Association shall begin on the FIRST DAY (1ST) of August and end on the LAST DAY (31ST) of July of each year.

ARTICLE XIII – Amendments

Section 13.01. Amendments of these By-laws shall first be approved by a TWO-THIRDS (2/3) majority vote of the Board of Directors and then published in the newsletter along with the mail-in-ballot or mailed out separately. Said proposed amendment shall be approved by a TWO-THIRDS (2/3) vote of all votes cast by mailed-in ballots, that will be mailed to all voting

members of the Association or at a properly called meeting of the Association, including voting by paper or electronic proxy, or only through mailed-in ballots, as determined and requested by the Board; provided, however, that any substantive amendment to ARTICLE I of these By-laws shall also receive the approving vote of not less than TWENTY FIVE (25) percent of the Voting Members.

ARTICLE XIV - Distribution of Assets Upon Dissolution

Section 14.01. Upon dissolution of the Association, assets of the Association shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or corresponding provision of successor law, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets of the Association not so disposed of shall be disposed of by the Circuit Court of the Ninth Judicial Circuit, in and for Orange County, Florida, exclusively for such purposes or to such organization or organizations as the said honorable Court shall determine, which are organized and operated exclusively for such purposes as the Association is organized and operated.

ARTICLE XV - Home Education Program

Section 15.01. For the purposes of the Bylaws, a home education program and homeschool program are used interchangeably. A home education program is any parent-directed educational program regardless of modality.

ARTICLE XVI – Construction

Section 16.01 Conflicts. If there arises any conflict between the provisions of these By-laws and the Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), the Articles of Incorporation shall govern.

Section 16.02 Severability. If any provision or portion of these By-laws is held unenforceable or invalid for any reason, the remaining provisions and portions of these By-laws shall be unaffected by such holding.

ARTICLE XVII - Indemnification and Insurance

Section 17.01. Limited Indemnification of Directors and Officers. Subject to the limitations of Subsection 15.1(c), the Association shall indemnify each of its directors and officers to the extent set forth in Subsections 15.1(a) and 15.1(b) hereof: (a) Action or Suit by or in the Right of the Association. Each director and officer of the Association who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, by or in the right of the Association, to procure a judgment in its favor, by reason of the fact that he is or was a director or officer of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively “business entity”), shall be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred by him in connection with the

defense or settlement of such suit or action, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(b) Action or Suit other than By or In the Right of the Association. Each director or officer of the Association who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of a corporation), by reason of the fact that he is or was a director or officer of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another business entity, shall be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that the termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (c) Limitations on Indemnification. No indemnification shall be made by the Association under Sub-sections 15.1(a) and 15.1(b) above, unless pursuant to a determination by a court or upon a determination by the Association in the specific case that indemnification of the director or officer is proper under the circumstances because such director or officer has met the applicable standard of conduct set forth in Sub-sections 15.1(a) or 15.1(b) hereof. Such determination by the Association shall be made either by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or by the members by a majority vote of a quorum consisting of members who were not parties to such action, suit or proceeding.

Section 17.02. General Indemnification of Directors and Officers. Notwithstanding any other provision of this Article XV, to the extent that a director or officer of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections 15.1(a) or 15.1(b), or in defense of any claim, issue or matter therein, he shall be indemnified against the expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 17.03. Advance Payment in Indemnification Cases. If authorized by the Board of Directors in any specific case, expenses incurred by any director or officer of the Association in defending a civil or criminal action, suit or proceeding referred to in Subsections 17.1(a) and 17.1(b) may be paid by the corporation in advance of final disposition of such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of such director or

officer to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Association as authorized in this Article XVII.

Section 17.04. Continuity and Non-exclusivity of Indemnification. The indemnification provided by this Article XV shall continue with respect to any director or officer of the Association after he has ceased to hold his office and shall inure to the benefit of his heirs, executors and administrators. Any such indemnification (whether as expressly provided herein or as extended pursuant to Section 17.5 of this Article XVII) shall not be deemed exclusive of any other rights to which the person seeking indemnification may be entitled under any other By-Law, agreement, vote of members or disinterested directors or otherwise.

Section 17.05. Extension of Benefits of Indemnification. The rights of the indemnification to which directors and officers of the Association are entitled hereunder may, in similar circumstances, be extended by resolution of the Board of Directors to any other person who is or was an employee or agent of the Association, or while not a director or officer of the Association, is or was serving at the request of the Association as a director, officer, employee or agent of another business entity. Any such action by the Board of Directors shall be consistent with the provisions of this Article 17.5 and may be either general or confined to specific cases.

Section 17.06. Indemnification Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a director or officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another business entity, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association indemnifies him against such liability under, or pursuant to, the provisions of this Article XVII.

Section 17.07. Notice to Members. If any expenses or other amounts are paid by way of indemnification, other than by court order, action of the members or by an insurance carrier pursuant to Section 17.06 hereof, the Association shall, not later than the time of delivery of notice for the next annual meeting of members, unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, deliver either personally or by mail to each member entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

ARTICLE XVIII - Binding Arbitration

Section 18.01 Binding Arbitration. Any controversy or claim arising out of or relating to these Amended and Restated By-Laws, or the breach thereof, shall be settled by mandatory, binding arbitration administered by Peacemaker Ministries, or its successor (Peacemaker Ministries, and its successors, if applicable “PM”), if Peacemaker Ministries’ successor shall not then be available to arbitrate such controversy or claim, then by the American Arbitration Association (“AAA”). PM shall arbitrate any such claim or controversy in accordance with its rules then in effect. AAA shall arbitrate any such claim or controversy in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by any PM or AAA arbitrator may be entered in any court having jurisdiction thereof. The PM or AAA filing fee shall be paid by the moving

party. The PM or AAA arbitrator shall award the costs of arbitration, including the arbitrator’s fee, against the non-prevailing party as determined by the arbitrator in accordance with Florida law.

ARTICLE XIX

Section 19.01 Effective Date. These Amended and Restated By-Laws shall be effective as of the __th day of ____________, 2015. From and after the Effective Date, as hereinafter defined, all previous Bylaws shall have no further force and effect and these Amended and Restated By-Laws shall be the sole and exclusive bylaws of the Association as provided in Florida Statutes Section 617.0206 and as defined in Florida Statutes Section 617.01401(3).

CERTIFICATION

I, THE UNDERSIGNED, herby certify that I am the duly elected and acting Chairman of AAA, INC., a Florida not-for-profit corporation, and these Amended and Restated By- Laws constitute the By-Laws of the said Association as provided in Florida Statutes Section 617.0206 and as defined in Florida Statutes Section 617.01401(3).

IN WITNESS WHEREOF, I have affixed my hand and seal this 4th day of June, 2013.

CCC, Chairman

Date of Adoption of Amended and Restated Bylaws was: May 25, 2013.

The Amended and Restated Bylaws were adopted by a two thirds vote of the AAA, Inc.’s members and the number of votes cast for the Amended and Restated Bylaws was sufficient for approval.

Dated this 4th day of June, 2013, in witness whereof, the undersigned Directors of AAA, Inc. following a resolution to submit the Amended and Restated Bylaws to the membership and a two thirds vote of the AAA, Inc.’s membership having cast their votes in favor of the Amended and Restated Bylaws that was sufficient for approving the Amended and Restated Bylaws, the undersigned of AAA, Inc. have executed these Amended and Restated Bylaws.

______________________________ CCC, Chairman