ARTICLE I

 NAME LOCATION AND SEAL

Section 1. Name: The name of the Association shall be "Central Florida Roofing &

                 Sheet Metal Association".

Section 2. Location: The location of the principle office shall be established by the

                 Board of Directors.

Section 3. Seal The Board of Directors shall provide a seal, which shall be in circular  

                 form.

ARTICLE II

 OBJECTIVES

Section 1. The objectives of the Association shall be as follows:

A) To develop the roofing, sheet metal, water-proofing, roof deck and roof system  

     Contracting businesses, and to improve the interest and welfare of its  

     members.

           B) To establish and secure the use of a superior quality of materials and  

               workmanship and by better public service to contribute to the advancement of

               the industry in all of its branches.

C) To promote harmonious relations between the members and their employees.

D) To obtain and make available pertinent data and information relative to the

     industry.

E) Generally to secure to its members the benefits of cooperation and furtherance    

    of their legitimate pursuits.

ARTICLE III

 MEMBERSHIP

Section 1. Classes of Memberships.

A) Active Members. Active members shall constitute the voting body of the Association.

             Each active member company shall have one vote.

 1) Established and licensed roofing, sheet metal, roof deck and roof            systems contractors in the State of Florida who are engaged in the application of roofing, sheet metal, water-proofing, roof decking and other roof systems, are eligible for active membership in the Association.

2) Any firm or individual engaged in the manufacturing and/or supplying of materials, equipment or services used by the roofing, sheet metal.

roof deck and/or roof systems contractors of this corporation shall be eligible for active membership in the association. Firms or individuals engaged in the design, specification, inspection or consultation regarding roofing, roof decking. and roof systems are eligible for active membership.

3) Upon Acceptance active membership shall be granted to a company, a corporation or an individual engaged in the roofing contracting business as defined in Article III, Section I (A) 1 or to a company or corporation engaged in the manufacturing and/or supplying business as defined in Article III, Section 1 (A)

B) Honorary Members.  Honorary membership may be voted by majority vote of the

             Board of Directors for such time and with such privilege as the Board may

             determine.

C) Associate Members. Firms, individuals or institutions desirous of being associated  

             with the Central Florida Roofing and Sheet Metal Association as

             industrial/institutional associate members may do so upon approval of an

             application to the membership committee stating their purpose in seeking  

             membership.

1) Associate Members shall have ONE vote per membership.

2) Dues, benefits, privileges and obligations of the associate member shall be determined from time to time by the Board of Directors.

Section 2 Application. Firms or individuals as defined in Article III, Section I.

A) I or 2 shall not be required to submit an application for membership.

MEMBERSHIP IS TO BE DETERMINED BY THE MEMBERSHIP COMMITTEE, BOARD OF DIRECTORS AND OFFICES THE DECISION OF THE GROUP IS FINAL.

Section 3 Termination of Membership. Membership in the Association may cease upon

             lapse of three months delinquency in payment of annual dues, withdrawal of the

             member from active participation in the industry, or by affirmative vote of a  

             majority of the membership. Membership may be terminated or suspended when

             a members behavior is deemed inappropriate and noncongrous with the

            objectives towards this Association.

ARTICLE IV

REVENUE

Section 1. The revenue of the Association shall be derived from dues of members and

                 such other sources as designated by the Board of Directors or the membership

                 committee.

Section 2. The dues for all classes of membership shall be established by the Board of  

                 Directors.

Section 3. The fiscal year of the Association shall be from January 1 to December 31.

Section 4. The Treasurer of the Association is directed to open an account with a

                  Federally Insured Banking Institution and to deposit therein all funds of the

                  corporation.

                 All drafts, checks, and notes of the Association, payable on said account shall  

                 be made in the name of the Association, signed by the President and the

                 Treasurer.

Section 5. A monthly Treasurers report is to be issued at the general membership meeting.

ARTICLE V

OFFICERS

Section 1. Officers. The elected officers shall be. President, Vice President, Secretary

                  and Treasurer. The term of each officer shall be one year.

Section 2. Qualifications. Each officer nominated shall be an active member, or an      

                  employee of an active member of the Association in good standing. More

                  than one employee of an active member may serve on the Board as an officer.

Section 3.  Duties.

      A) President. The President shall be the chief executive officer of the  

           association, shall have general and active management of business and  

           affairs of the Association subject to the directions of the Board of Directors    

           and shall preside at all meetings of members of the Association, and the

           Board of Directors. The President shall also have the responsibility to

           appoint committees not otherwise provided for in these By-Laws.

                  B) Vice-President. In the absence or removal of the President. The Vice

                       President shall serve as President of the Association.

                  C)  Secretary. The Secretary shall have custody of and maintain all of the

                        corporate records except the financial records; shall record the minutes of                        all meetings and the members of the Association and Board of Directors,  

                        send all notices of all meetings and perform such other duties as may be

                        prescribed by the Board of Directors or the President.

                 D) Treasurer. The Treasurer shall have custody of all of the Associations funds        

                      and financial records, shall keep an accurate account of receipts and

                      disbursements and render accounts thereof at the annual meetings of the  

                     Association and whenever else required by the Board of directors or the

                     President.

    Section 4.  Removal of Officers and Their Assistants. An officer or assistant officer  

                     Elected by the members of the Association, including the Treasurer, may be

                    removed by the members of the Association upon the affirmative vote of

                    fifty one percent (51 %) of members entitled to vote.

ARTICLE VI

BOARD OF DIRECTORS

    Section I.  Qualifications, Terms and Number. The Board of Directors shall consist     

                      of not more than 4 existing officers and the most recent past President.

                      Their term of office shall be for one (1) year or until their successors are

                      elected. To be eligible for election to the Board of Directors, a  

                      representative must be from an active member firm in good standing.

    Section 2.  Powers. The elected officers and Directors shall constitute the full Board of  

                      Directors, performing such duties and exercising such powers as are

                      delegated to them in these By-Laws. The Board may adopt such policies

                      and take such action not inconsistent with these By-Laws for the

                     Government of the Association and its members and the Board may deem

                     proper.

    Section 3. Committees. From time to time as the Board deems proper, the Board of  

                     Directors may authorize the designation of a committee. Concurrent with the

                     designation of a committee, the Board of Directors shall appoint a chairman

                     to this committee.

ARTICLE VII

ELECTIONS

   Section 1. Nominations. The elected officers and directors shall be received from any

                    active member in good standing from the floor just prior to the election of

                    the officers and directors. Any member nominated for the position of an

                    officer or a director shall be an active member, or an employee of an active

                    member, in good standing of the Association and shall be further so qualified  

                    as specified in these By-laws.

    Section 2. Elections. The election of officers and directors shall take place at the

                      meeting of all members of the Association in November. Officers shall be

                      elected by a majority of all votes cast. Directors shall be elected by a

                      plurality vote. Election may be by a viva vote with One vote per company.

   Section 3. Succession of Officers. The term of the President shall be for one year. The

                    Vice-President shall serve a one-year term and shall automatically succeed to

                     the Presidency. The Secretary shall serve a one year term and shall

                     automatically succeed to the Vice-Presidency. The Treasurer shall serve a  

                    one year term and automatically succeed to the Secretary. At the first                     election following adoption of this section, a Treasurer shall only be                     nominated and elected pursuant to Article VII, Sections 1 and 2 respectively.

ARTICLE VIII

INSTALLATION AND VACANCIES

Section 1. Installation. Officers and directors elected by the members or the Association

                  or succeeding to office punuant to article VII, Section 3, shall assume the

                 duties of office January 1^st immediately following their election or succession.

Section 2. Vacancies. In the event of the absence, incapacity or death of the President,

                  the Vice-President shall serve as active President. The Board of Directors

                  shall fill a vacancy in any one of the other offices of the Association by a

                  two-thirds vote.

ARTICLE IX

MEETINGS

Section 1. Monthly. Monthly meetings of the Association shall be held on the 3^rd     

                 Tuesday at such place and times and of duration as may be determined by the

                 officers or the Association. Any matter coming before the members of the

                 association at a monthly meeting attended by a quorum may be voted on and

                 if approved, considered an action of the Association.

Section 2. Special. Special meetings of the members of the Association shall be called by

                 the President on written request of the four members of the Board of Directors

                 or thirty percent (30%) of the membership in good standing. Members shall

                 have at least seven (7) days notice of any special meeting and the call shall

                 state the object thereof.

Section 3. Directors. The Directors shall meet in advance of the meeting of the members  

                                  of the Association.

Section 4. Quorum. Thirty-Five percent (35%) of all members in good standing shall  

                 constitute a quorum for the transaction of business at any meeting of the

                 members of this Association, but not less may meet and adjourn from time to

                 time. Fifty-One percent (51%) of all Directors and Officers shall constitute a

                quorum for the Board of Directors.

Section 5. Notice. It shall be the duty of all members to keep on record with the                                              Secretary of the Association an address to which all notice required by the                         minutes, By-Laws and rules and regulations of the Association may be sent.                            The mailing of any such notices or any regular or special meeting to such last                         known address shall be sufficient and conclusive notice upon such member.

ARTICLE X

COMMITTEES

Section 1. Members. Unless otherwise provided in these By-Laws the President of the

                Association shall appoint a Chairman of each committee. The Chairman of

                each committee shall be responsible for the appointment of members to each

                committee.

Section 2. Budget and Finance Committee. The Treasurer of this Association shall be

                 the Chairman of this committee. This Committee shall review the current

                 financial statement of the Association and set up a budget to cover the

                 operation of the Association during the next fiscal year. This Committee shall

                 submit a report to the Board of Directors by November of each year. The

                 budget and Finance Committee shall also have the power to recommend to the

                 Board of Directors if it is necessary for the Association to hire either full-time

                 or part-time employees.

Section 3. Membership Committee. It shall be the duty of the Membership Committee

                 to obtain qualified members for this Association. Furthermore, this Committee

                 shall be responsible for the review and subsequent approval or disapproval of

                 all applications submitted by prospective associate members.

Section 4. Code and Licensing Committee. It shall be the duty and responsibility of the

                 Code and Licensing Committee to enact various codes on the local, state and

                 federal level to further the legitimate pursuits of this Association. The Code

                 and Licensing Committee shall also be responsible for code enforcement as

                 necessary.

Section 5.Other Committees. Other Committees may be designated as provided in

                Article VI, Section 3, by the Board of Directors, Officers or a majority of the

                members of this Association.

Section 6. Meetings. Unless designated in these By-Laws, each Committee of the

                 Association may meet from time to time as required by its Chairman.

Section 7. Advisory Counsel.  The Advisory Counsel shall be made up of past

                 Presidents. The Immediate Past President shall be chairman of this committee.

                 This committee is to assist the Board of Directors in planning and operating

                 this Association.

ARTICLE XI

SALARY AND COMPENSATION

Section 1. Salary. The Officers and Directors of the Association shall not receive any

                 salary or compensation for their services towards the Association.

Section 2. Reimbursement for Expenses. Officers shall be reimbursed for expenses

                 they incur for the general welfare of the Association or for the furtherance of

                 the Associations goals. It shall be the preferred method that prior approval is

                 obtained from the Board of Directors prior to any expenditure being borne by

                 any Officer. But in recognition of the fact that this prior approval may be

                 impractical, any Officer will be reimbursed for any justified and valid

                 Association expense up to fifty dollars ($50.00) per expenditure upon

                 submission to the Treasurer of Documented receipt itemizing each

                 expenditure.

ARTICLE XII

AMENDMENTS

All amendments or additions to these By-Laws shall be proposed in writing or verbally by any active member at the general membership meeting. A two-thirds vote for all present shall be necessary for their adoption.

ARTICLE XIII

PARLIMENTARY AUTHORITY

In all instances not covered by these By-Laws. Robert's Rules of Order Newly Revised (RONR) shall apply in all questions of procedure and parliamentary law.

ARTICLE XIV

BOOKS AND RECORDS

Section 1. Books and Records. This Association shall keep correct and complete books

                 and records of accounts and shall keep minutes of the proceedings of it's

                 members, Board of Directors and Committees. This Association shall keep a

                 record of its members giving the names and addresses of all its members. Any

                 books, records and minutes may be in written form or in other form capable of

                 being convened into written form within a reasonable time.

Section 2. Members Inspection Rights. Any member of the association shall have the

                 Right to examine, in person, by agent, or by attorney, at any reasonable time to  

                 times, for any proper purpose, the Association's relevant books and records of

                 accounts, minutes and records of its member and to take extracts there from.

ARTICLE XV

Dissolution

Section 1. The Association shall use its Funds only to accomplish the objectives and

                 purposes specified in these By-Laws and no part or said funds shall ensure or

                 be distributed to the members of the Association. On dissolution of the

                Association, any funds remaining shall be distributed to one or more regularly

                organized and qualified charitable, educational, scientific, or philanthropic

                organizations to be selected by the Board of Directors.