Florida Power Club By-Laws (as of 01-20-01)

FLORIDA POWER CLUB BY-LAWS

Table of Contents

ARTICLE I MEETINGS Page 2

ARTICLE II ORGANIZATION Page 2

ARTICLE III DUTIES AND RESPONSIBILITIES Page 4

ARTICLE IV MEMBERSHIP Page 5

SECTION 1A. ELIGIBILITY

SECTION 1B. DUES

SECTION 1C. SUSPENSION TERMINATION

RESIGNATION

SECTION 1D. LEAVE OF ABSENCE

SECTION 1E. LIFETIME MEMBERSHIP

CLUB GUEST PRIVILEGES

SECTION 1F. OBJECTIONABLE BEHAVIOR

SECTION 1G. BAD CHECKS

ARTICLE V COMMITTEES Page 10

ARTICLE VI ARTICLE OR BY-LAW AMENDMENTS Page 11

ARTICLE VII FISCAL YEAR Page 11

ARTICLE VIII INVESTMENT LIQUIDATION Page 12

ARTICLE IX CLUB DISSOLUTION Page 12

ARTICLE X EVENT TICKETS Page 13

ARTICLE XI PARLIAMENTARY AUTHORITY Page 14

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FLORIDA POWER CLUB BY-LAWS

ARTICLE I MEETINGS

Section 1. The Annual Meeting of the Florida Power Club shall be held in January on a date and at a location set by the Board of Directors.

Section 2. Special meetings of the Florida Power Club shall be called at the President's discretion or at the request of the majority of Directors or at the written request of twenty-five (25) percent of the Regular Club membership.

Section 3. At all meetings of the Regular Club members, ten (10) percent of the dues paying voting membership, attending in person or voting by proxy, shall constitute a quorum for the transaction of business. The voting membership of the Florida Power Club will consist of all Regular Club members for all matters except for member dues. Only dues paying members shall be eligible to vote regarding changes to Regular Club member dues. Associate Club members are not eligible to vote.

Section 4. The Board of Directors shall meet each month at the discretion of the President. The President and six (6) Board members shall constitute a quorum. In the absence of the President, the 1st Vice-President shall preside. In the absence of both the President and 1st Vice-President, the 2nd Vice President shall preside.

ARTICLE II ORGANIZATION

Section 1. The affairs of the Club shall be managed by the President, one or more Vice Presidents, a Secretary, a Treasurer, an Assistant Treasurer and a Board of Directors made up of twelve (12) members representing three(3) groups as follows:

Group 1. All Club Members Nine (9) Directors,

not included in Group 2 OR 3

Group 2. All Retired Florida Two (2) Directors,

Power Club Members

Group 3 Associate Club Members One (1) Director

Directors shall serve a term of one (1) year, which shall coincide with the Club's fiscal year. If an appointment is made after the beginning of the Club's fiscal year, the term of the appointment will be for the remainder of the Club's fiscal year. As stated in Article VII, the Florida Power Club's fiscal year shall begin on February 1 and end January 31 of the following year.

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FLORIDA POWER CLUB BY-LAWS

Section 2. A Nominating Committee consisting of a Chair and three (3) Regular Club members shall be appointed by the President subject to the approval of the Board of Directors for the current fiscal year. This Committee shall nominate candidates for offices to be presented and voted upon at the Annual Meeting. This Committee shall also nominate candidates to fill vacancies occurring on the Board of Directors during the course of the fiscal year. As much as practical, nominations for Directors will be made such that most, if not all, of the various work centers are represented. Vacancies are defined as: transferring to different groups, leaving the Company, deaths, removal from office, resignation by request, and effective resignation due to three (3) unjustified absences from regularly scheduled Directors' meetings within the Club year. If vacancies occur among the Directors during the first ten months of any fiscal year such that allowing the vacancy to remain until the Annual Meeting would impede the Board's ability to conduct business, the remaining Board members shall be empowered to elect a replacement.

Section 3. The President, 1st Vice President and 2nd Vice President shall be elected at the Annual Meeting by the Regular Club membership at large, through secret ballot, and shall serve for a term of one (1) year.

Section 4. The Directors shall be elected in the following manner: The Nominating Committee shall nominate candidates for incoming Directors prior to the Annual Meeting. Additional nominees to represent a membership group may be presented from the floor at the Annual Meeting. Regular Club members in attendance will vote for their new Directors by secret ballot. The election of Directors will be determined by the total of proxy votes submitted and votes cast by Regular Club members in attendance.

Section 5. Any officer can be removed from office if the officer is negligent in fulfilling Club duties. The Secretary, Treasurer, Assistant Treasurer and Membership Chair can be removed from office by a majority vote of the Board of Directors. The Board of Directors must, by majority vote (of all Directors), recommend removal of the President and/or Vice Presidents. The recommendation must then be acted upon by a majority vote of the Regular Club membership at a special meeting called for that purpose by the Board of Directors. Two (2) weeks' notice shall be given to the membership of such a meeting. The notice shall set out in full the proposed action. The notice shall be distributed (via Email, interoffice mail, U.S. mail, etc,) to all members and posted in various departments of the Company for at least one (1) week prior to the date of the meeting.

If the President and/or 1st or 2nd Vice President is/are removed or resign(s) from office, the Nominating Committee shall nominate candidates for the office(s). The Board of Directors shall elect the replacement to serve the unexpired term(s).

Section 6. The title to all real estate and/or intangible property acquired by the Florida Power Club shall be vested in and managed by five (5) Trustees. It shall be the responsibility of the Trustees to manage the investment portfolio as stated in the Portfolio Investment

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FLORIDA POWER CLUB BY-LAWS

Guidelines developed by the Trustees and approved by the Board, and attached hereto and made part hereof. Any changes to this document must be approved by the Board. The President and Trustees shall have check signing authority for accounts administered by the Trustees. All checks must be signed by any two of the approved signers. These Trustees shall be elected at each Annual Meeting, by the membership at large, for a term of one (1) year. Subject to nomination and election, Trustees will be allowed to serve multiple terms. A Chair of the Trustees is to be elected by the five Trustees. A non-voting representative of the Trustees shall attend and participate in Board Meetings. The Trustees may be bonded at the expense of the Club in such an amount as determined by the Board of Directors.

Section 7. All properties of the Club held by Officers, Directors and Committee members of the Club must be turned over to their successors in a timely manner, thirty (30) days, or upon completion of their assignment or term of office.

Section 8. The Planning Board shall consist of the five (5) immediate Past Presidents if possible. The member who has served the most years on the Planning Board shall be Chair. The duties of the Planning Board shall be to assist the President in planning for the welfare of the Club.
 	
ARTICLE III DUTIES AND RESPONSIBILITIES

Section 1. The duties of the President shall be to preside at all General Membership business meetings, to enforce all rules of the Club, and to perform such other duties as required. The President shall preside at meetings of the Board of Directors. In all cases, Article I, Section 4 applies by which "In the absence of the President, the 1st Vice President shall preside. In the absence of both the President and 1st Vice-President, the 2nd Vice President shall preside". The President shall appoint all standing committees with the approval of the Board. It shall also be the duty of the President, after conferring with the Chair of the various standing committees to approve the activities of the Club along social, educational and recreational lines. The President is not entitled to vote except in the case of a tie vote.

Section 2. The duties of the Board of Directors shall be to manage the affairs of the Club. Each Director and Vice-President will be entitled to one vote.

Section 3.
The 1st Vice President and 2nd Vice President shall assist the President and perform the duties of the President in the President's absence. The 1st Vice President shall serve asactivity chair for the Club year. The 1st Vice President shall mentor the 2nd Vice President to perform the function of activity chair should the 1st Vice President be unable to perform his/her duties. The 1st Vice President shall secure and consolidate Club event equipment such as coolers, sports equipment etc...in an accessible location.
 	
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FLORIDA POWER CLUB BY-LAWS

Section 4. The immediate Past President will continue to serve on the Board as a Director for one year after his or her term to assure continuity of Board business.

Section 5. The Secretary shall be appointed by the President and approved by the Board for a term of one (1) year which shall begin at the first meeting following the Annual Meeting, and shall keep and preserve records of all meetings, issue notices of meetings and shall perform such other duties as the office requires.

Section 6. The Treasurer of the Club and an Assistant Treasurer shall be appointed by the President and approved by the Board for a term of one (1) year each, which shall begin at the first meeting following the Annual Meeting. It shall be the duty of the Treasurer to collect all dues, to receive and disburse all monies belonging to the Club, and to preserve complete records in connection therewith with the exception of funds or assets which are the responsibility of the Trustees. It shall be the duty of the Assistant Treasurer to assist the Treasurer and also perform all duties of the Treasurer during the Treasurer's absence. The President, the 1st and 2nd Vice Presidents, Treasurer and Assistant Treasurer will have check signing authority. All checks must be signed by any two of these approved officers. All disbursements beyond budget limitations shall be made only upon the approval of the Board of Directors. The Treasurer and Assistant Treasurer may be bonded at the expense of the Club in such an amount as determined by the Board of Directors.

Section 7. The Membership Committee shall be appointed by the President and approved by the Board for a term of one (1) year at the first meeting following the Annual Meeting. The Membership Committee shall be responsible for keeping a current list of all Regular and Associate Club members. The Membership Committee is also charged with generating and mailing of all Club members dues notifications to Club members whose dues cannot be collected through payroll deduction or other method as approved by the Board of Directors. Annual dues notices may be sent in conjunction with proxy's etc. sent for the Annual Meeting. Additional responsibilities shall include updating the Club membership application form, presenting the names of the Club applicants at the monthly board meeting and determining that all Club members are receiving the Club's mailings.

Section 8. The Secretary, Treasurer, Assistant Treasurer, Membership Chair and Activities Chair may receive compensation for services in such amount as shall be approved by the Board of Directors.

ARTICLE IV MEMBERSHIP

Section 1A. ELIGIBILITY

Section 1B. DUES

Section 1C. SUSPENSION TERMINATION RESIGNATION

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Section 1D. LEAVE OF ABSENCE

Section 1E. LIFETIME MEMBERSHIP - CLUB GUEST PRIVILEGES

Section 1F. OBJECTIONABLE BEHAVIOR

Section 1G. BAD CHECKS

Section 1A. ELIGIBILITY

All employees on the payroll of Florida Power Corporation or its successor shall be eligible for membership in the Club as Regular Club members upon application to and verification of eligibility by the Membership Chair. Regular Club members are defined as current full time dues paying employees
of Florida Power Corporation, other companies identified below, or successor companies, Club retirees of these companies who were members of the Club at the time of their retirement and Lifetime members. If the ability to collect dues through the payroll system is affected by any combination of these companies with another company, all members whose dues were collected through the payroll system shall remain Regular Club members until such time as the
Board of Directors designs an alternative collection methodology for dues.The Club shall also permit Regular Club membership on a limited basis to employees of the following Other Companies provided their dues can be collected through the payroll system or other method as approved by the Club Board of Directors:

   Florida Progress Corporation or its successor

   Electric Fuels Corporation or its successor

   Progress Telecommunications Corporation or its successor

Section 7. Retired Club members shall automatically become Regular Club life members, gratis.

The Florida Power Club also provides for a second tier of membership,
that of Associate Club member. An Associate Club member may be any person who;

Has been a Regular Club member for at least 12 months
AND
Terminates employment prior to normal retirement age
OR
Is ineligible for Regular Club membership as an employee of another company because of a membership ratio limit being met.
These by-laws may elsewhere place a limit on the absolute number of Associate Club
members.

The ratio of members of the Other Companies to Club members shall not exceed
twenty-five (25) percent of the Regular Club dues paying membership. If the ratio
exceeds twenty-five (25) percent, no additional Regular Club membership applications
shall be accepted from the other companies. Only Associate Club memberships would

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FLORIDA POWER CLUB BY-LAWS

then be available. Regular Club members from the Other Companies shall be entitled to all the usual privileges, advantages, conveniences, and accommodations of the Club.

Associate Club memberships shall be automatically terminated at the 2007 Annual Membership Meeting unless the membership votes at that time to continue Associate Club memberships. Membership forms for Regular and Associate Club membership will be available electronically on the Club's web site. Associate Club members are entitled to all of the usual privileges, advantages,
conveniences and accommodations of the Club except as limited by any special rules
regarding representation and payment of dues.

The Board of Directors shall approve all applications for Regular or Associate Club
membership. The decision of the Board of Directors as to eligibility of a Regular or
Associate Club member shall be final.
Whenever any person ceases to be a Regular or Associate member of this Club for any
reason, he or she shall have no further interest in, nor claim upon the assets of the Club.

Guest - A guest is any person who is not a Regular or Associate Club member as described in Article IV, Section 1A.

Section 1B. DUES

Regular Club membership dues will be collected monthly via payroll deduction or other
method as approved by the Board of Directors and shall be payable to the Club for a minimum of
six months from application approval. The amount will be determined by the
Board or by a majority of the Regular Club membership, and will be voted upon at the
Annual Meeting. Membership dues are non-refundable.

Associate Club members or Regular Club members approved to pay dues by other than
payroll deduction shall be given notice by the Membership Committee of their annual
dues assessment for the ensuing year in the Club'c Annual Meeting notice. If a Club
member fails to pay his/her annual Club dues within forty five (45) days following the
Annual meeting, his/her respective membership shall be suspended dating to the last
non-paymentm and the Membership Committee shall provide
written notice of suspension by U.S. mail to the last known address of the Member.
The Member shall have ten (10) days from the date of the notice to provide payment.
Non payment of annual Club dues by any Club member will result in cancellation of Club membership status by the Membership Committee. Only those Club members whose dues are current are eligible to receive Club benefits.

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It shall be the responsibility of the Club Member to ensure the Club Treasurer or Assistant Treasurer receives the annual dues payment and keep the Club Secretary informed of the respective member's current mailing address.

The Membership Committee shall provide all Club members leaving employment or retiring from a Florida Power company with notification of elegibility for Associate Club membership. The member is required to forward all dues required to bridge his/her membershiup to the next Annual Meeting as indicated by the Memberhsip Committee.

Except as stated below, no provisions are available for reinstatement to associate Club membershiup for non-payment of dues.

Associate Club members shall be given notice by the Membership Committee of their annual dues assessment for the ensuing year in the Club's Annual Meeting notice. If an Associate Club member fails to pay his/her annual Club dues within forty five (45) days following the Annual Meeting, his/her respective membership shall be suspended dating to the last month of dues payment. Non payment of annual Club dues by an Associate Club member will result in cancellation of Associate Club membership status by the Membership Committee. Only those Associate Club members whose dues are current are eligible to receive Club benefits.

It shall be the responsibility of the Associate Club member to ensure the Club Treasurer
or Assistant Treasurer receives the annual dues payment and keep the Club Secretary
informed of the respective member's current mailing address.

A former member whose Associate Club membership was terminated for non-payment
of dues can petition for readmission by writing to the Board within 60 day of cancellation
of Associate Club membership status to explain any extenuating circumstances for non-
payment of dues. The decision of the Board on such petitions is final.

Section 1C. SUSPENSION -TERMINATION - RESIGNATION

Any Club member, whose employment with the Florida Power Corporation or its
successor or certain other eligible companies as described in Article IV, Section 1A is
terminated shall immediately surrender Club membership. Exceptions are those members
who retired from the Company and members who transfer to affiliated companies of
Florida Progress Corporation.

All Regular Club members who voluntarily resign from the Florida Power Club for reasons other
than termination of employment shall provide 60 days written notification to the
Membership Committee Chair of termination of Club membership and will not be eligible
to rejoin the Club for a period of one (1) year from the effective termination date.
An Associate Club member who loses membership for just cause shall not be eligible for
Associate Club membership again.

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FLORIDA POWER CLUB BY-LAWS

In the event a Regular Club member who has previously resigned due to a transfer out of
the St. Petersburg area and then transfers back to the St. Petersburg area within the
ensuing year, the year's normal waiting period will be waived.

A Club member voluntarily resigns from Club membership by non-payment
of dues within the timeline set for payment or through written notification to the
Membership Committee. Any pre-paid dues from the time of receipt of written
resignation will not be refunded. An Associate Club member can make an application for
reinstatement to the Membership Committee following voluntary cancellation of Club
membership as a result of non-payment of dues only. The Club Board will then consider
the application for reinstatement at their next board meeting. The Board's decision on reinstatement shall be final.

An Associate Club member can also have Club membership terminated by just cause as
determined by the Club per Article IV. Any suspended or terminated Associate Club
member will be sent to their last known mailing address a Notification of Suspension
Notice by the Membership Committee showing cause for the suspension. Should the Associate Club member fail to reapply for Associate Club membership within
12 months of suspension or cancellation of membership, no recourse is available for
reinstatement into the Club.

Section 1D. LEAVE OF ABSENCE

Any Regular or Associate Club member in good standing who is granted a leave of
absence from the Florida Power Corporation for active duty in the armed services shall
be given honorary membership in the Club during such leave of absence. Families of said honorary members in the armed forces shall have the same Club
privileges as families of active Club members.

Section 1E. LIFETIME MEMBERSHIP - CLUB GUEST PRIVILEGES

Past Presidents of the Club shall automatically be granted a life membership to the Club
as a Regular Club member upon completion of the 1st term as President. A member may be eligible for a Lifetime membership as a Regular Club member based
upon the following criteria:
Has been a member of the club's Board of Directors for at least 5 years OR
Has actively participated in Club committees or provided outstanding long-term Club
services for at least 5 years AND
Receives Lifetime Club membership nomination by the Board at a regularly
scheduled board meeting and is voted a Lifetime membership by the membership at

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FLORIDA POWER CLUB BY-LAWS

the Annual Meeting. Justification for nomination will be presented for such
membership at the Annual meeting.

For clarity, Past Presidents and Lifetime members are not required to pay annual dues to
the Club. When a Regular Club member in good standing dies, the surviving spouse will
automatically be granted Club guest privileges until such time as that spouse remarries.
Their children will receive the same guest privileges until they reach the age of eighteen
(18) or until their surviving parent remarries, whichever occurs first. Those persons
qualifying in this section shall not vote nor hold office. /td>

Section 1F. OBJECTIONABLE BEHAVIOR

Any Regular or Associate Club member or member's guest who exhibits objectionable
behavior at a Club function, where it becomes a source of embarrassment to the Club
and its members, will cause the respective Club member to be subjected to disciplinary
action by the Board of Directors.

When disciplinary action has been taken by the Board against a Regular or Associate
Club member, that Regular or Associate Club member will have the opportunity to
appeal the decision, by the member requesting a hearing, at a specially called meeting of
the Board. The Board will set the earliest time and date for the hearing, convenient to all
parties.

Section 1G. BAD CHECKS

The Treasurer or Assistant Treasurer shall notify in writing any Regular or Associate
Club member who writes a "non-sufficient funds" check to the Club. The Treasurer or Assistant Treasurer shall provide written notice to the Club member oof the non-sufficient funds check, plus any applicable service fees. Membership privileges will be suspended until such time that all financial indebtedness has been corrected. The Regular or
Associate Club member is required to reimburse the Club the amount owed plus any
applicable service fees. If the debt is still unpaid at the end of three (3) months from date
of notification, that Club member's membership will be terminated. A person whose membership was terminated for non-sufficient funds can petition for re-admission by writing to the Board within 60 days of cancellation of Club membership status to explain any extenuating circumstances that resulted in the NFS check. The decision of the Board on such petitions is final.

ARTICLE V COMMITTEES

Section 1. The following standing committees shall be appointed annually by the President, subject
to the approval of the Board of Directors, and all funds held by these Committees shall
be at the discretion of the Board of Directors.

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FLORIDA POWER CLUB BY-LAWS

1. GENERAL ACTIVITIES COMMITTEES - The duties of this committee shall be
to work in coordinating and arranging for all entertainment at the social functions.

2. AUDITING COMMITTEE - The duties of this committee shall be to arrange for
an audit or review of the books and accounts of the Treasurer, to report to the Club
concerning the audit at the Annual Meeting, to audit or review the financial statements
and certify as to their correctness, and generally to audit any special
accounts of any kind. The Auditing Committee shall consist of at least one Certified
Internal Auditor, or a Certified Public Accountant.

3. VISITING COMMITTEE - The duties of this committee shall be to visit the sick
members, to make and report their condition to the President and to give all possible
personal assistance to the sick member.

4. BY-LAWS COMMITTEE - The duties of this committee shall be to study carefully
the Charter, and Rules of the Club, accept suggested changes from members, discuss
them as a committee, and to propose to the Club any desirable changes.

5. FINANCIAL COMMITTEE - The duties of this committee shall be to meet with
all standing committees; assist such committees in preparing their budgets for the
current year; and to prepare a budget for the Club for the current year. The estimated
income from the Club's investment portfolio and the membership dues shall be the
funds used in the preparation of the budget.

6. PUBLICITY COMMITTEE - The duties of this committee shall be to originate all
bulletins and advertising pertaining to the Club.

7. HISTORY AND LIBRARY COMMITTEE - The duties of this committee shall be
to have charge of the history books of the Club, keeping them in good condition and
continuing similar activities that will provide a history of the Club.

8. MEMBERSHIP COMMITTEE - The duties of this committee shall be to solicit
new members for the Club; to maintain accurate records of the Club membership; to
keep Officers and Directors informed of changes in membership; and to issue
Lifetime membership cards and inform new members of the Club rules and
privileges.

9. BENEVOLENT COMMITTEE - The duties of this committee shall be to evaluate
all requests for charitable endeavors as a committee and present recommendations to
the Board for approval and expenditures.

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FLORIDA POWER CLUB BY-LAWS

ARTICLE VI ARTICLE OR BY LAW AMENDMENTS

Section 1. Any proposed amendment to the Articles of Incorporation of the Florida Power Club or any changes in the by-laws or special rules of said Club shall require the favorable vote of a majority of the members of the Club present attending in person or voting by proxy at any regular meeting, or by a two-thirds (2/3) vote of the members present, attending in person or voting by proxy at a special meeting called for that purpose, at which a quorum is represented; provided, however, that two (2) weeks notice shall be given in writing to the Directors representing each group, which notice shall set out in full the proposed action, and by posting notice of such meeting in the various departments of the Company for at least one (1) week prior to the date of said meeting.

ARTICLE VII FISCAL YEAR

Section 1. The fiscal year of the Florida Power Club shall begin on February 1 and end January 31 of the following year.
ARTICLE VIII INVESTMENT LIQUIDATION

Section 1. The liquidation or withdrawal of any of the Club's investment portfolio (stocks & bonds) must be presented to the membership at an Annual or Special meeting for their deliberation and vote. Further, any liquidation of invested funds shall not exceed 10% of the total fund value for any fiscal year except as stated in Article IX.

ARTICLE IX CLUB DISSOLUTION

Section 1. In event of consideration of dissolution of the Club, the President shall appoint, with the approval of the Board, a Liquidation and Disbursement Committee of at least three (3) Regular Club members in good standing who are not current Officers nor Directors to study the liquidation and subsequent disbursement of the assets, if any, of the Club and to make its recommendation to the Board of Directors of the Club. At least one Trustee shall also be appointed to this committee.

Section 2. The Board of Directors upon receipt of the recommendation of the Liquidation and Disbursement Committee shall either accept or reject in full the recommendation of this committee. The Board of Directors shall have the right to accept or decline all proposals for presentation to the membership and the membership shall have the right to propose any recommendation to the Board.

Section 3. If the recommendation is rejected, the President shall appoint a new Liquidation and Disbursement Committee as prescribed above. If the recommendation is accepted, the

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FLORIDA POWER CLUB BY-LAWS

President shall instruct the Secretary to prepare a ballot to be distributed to all members of good standing. The ballot shall be of such a nature as to give the Regular Club member the clear option of accepting or rejecting the proposition. Included with the ballot shall be an envelope suitable for sealing, upon which the Regular Club member shall affix his or her signature in order to validate the ballot. The date by which ballots must be returned shall be clearly indicated; however, in no case shall this date be less than thirty (30) calendar days after the date the ballots were distributed.

Section 4. The President shall call a special meeting for the sole purpose of discussion of the proposition. The date of this special meeting shall be after the date the ballots are distributed but at least fifteen (15) days prior to the date concluding the ballot period.

Section 5. The President shall appoint, with the approval of the Board, a Ballot Committee of at least three (3) Regular Club members of good standing who are not current Officers nor Directors and who are not members of the Liquidation and Disbursement Committee to receive the sealed ballots and to certify to the Board the results of the ballot.

Section 6. The Secretary shall provide a complete, alphabetical list of all Regular Club members of good standing to the Ballot Committee. The Ballot Committee shall inspect all ballots for the signature of the Regular Club member of good standing. Unsigned ballots shall be destroyed. The Ballot Committee shall record the number of ballots destroyed. The remaining ballots shall then be counted and recorded. The Ballot Committee shall report to the Board of Directors the number of ballots distributed, the number of ballots returned, the number of ballots destroyed due to lack of signature, the number of ballots accepting the proposition and the number of ballots rejecting the proposition. The results shall be decided by a simple majority of the signed ballots returned. In addition to the above, the Ballot Committee shall provide the Board an alphabetical list of those Regular Club members whose ballots were counted and recorded.

Section 7.
The above procedures shall be repeated as many times as necessary until the Regular Club members in good standing finally approve a proposition for liquidation and disbursement of the assets, if any, of the Club.

ARTICLE X EVENT TICKETS

Section 1. Theme park tickets and other pass through events sponsored by the Club are readily
available within budget to all Regular Club and Associate Club members. As it is the
Club's intent to not over-subsidize either Regular Club or Associate Club members
regarding event pricing, it is the responsibility of the Event and Activity Coordinator
to ensure fair event ticket discounting.

There will be no membership preference between groups given for event ticket
requests. If the requests for tickets received during the first two weeks following distribution of

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FLORIDA POWER CLUB BY-LAWS

the Reporter are more than tickets available, a lottery is to be held of
requests received. If requests received during the first two weeks do not exceed the
tickets available, event tickets are to then be distributed to members on a first-come
first-served request basis. Order shall be based upon receipt of the Club member's
check or money order. When tickets purchased for an event exceed the amount needed
by the Club membership, any remaining tickets may be sold at cost to the general public
or provided to a charity as approved by the Board for each event. These tickets may only be
disposed of within two (2) days of the event following Board approval.

Section 2. Ticket Policy

Club members may purchase one ticket for themselves and a spouse/guest and either tickets for the member's dependent children or up to two non-dependent family members under the age of 18, at the Club members' price. A Club member's dependent is considered to be a son, daughter or parent who resides in the Club members' home and is truly dependent
upon the Club member financially and otherwise. This can include a dependent child who is a full time high school or college student and remains financially dependent upon the Club member. If the Club member cannot attend due to work or illness, the spouse/guest may attend without the member.
Club members may also purchase additional tickets for their non-household family and
friends at non-member Club prices. Non-member priced tickets are available only
to a Club member's non-household family (parents, brothers, sisters, etc) and/or friends
and are not for use by non-member employees

Ticket Policy Intent
The simple intent of the Ticket Policy is that you, the person paying your membership
dues to the Club is entitled to all the benefits and privileges afforded by Club membership.
Your immediate family/household also benefits from your membership. A grown son or
daughter who has moved out of your house is no longer a member of your household
and no longer is entitled tobenefit from your membership. However,, a son or daughter still in school (high school, trade school or college etc.) that the IRS agrees is a dependent is entitled to benefit from your membership. An elderly or disabled older son,
daughter or parent now living in your home under your care and supervision should be
considered a dependent and welcome at Club functions as part of your household.

Conversely, non-household family and friends are not entitled to Club benefits provided by
your dues and the Club's investments. Non-household family and friends are welcome to
attend many events at non-member prices, (non Cluyb-subsidized prices.) Certain events during the year will be for MEMBERS ONLY due to attendance limits and/or higher than anticipated club subsidy.
Typically, these will be noted as "Member Appreciation Events."

ARTICLE XI PARLIAMENTARY AUTHORITY

Section 1. The rules contained in the current Robert's Rules of Order newly revised shall govern this Club's meetings in all cases in which they are applicable and in which they are not in conflict with these by-laws.

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	then be available. Regular Club members from the Other Companies shall be entitled to all the usual privileges, advantages, conveniences, and accommodations of the Club. Associate Club memberships shall be automatically terminated at the 2007 Annual Membership Meeting unless the membership votes at that time to continue Associate Club memberships. Membership forms for Regular and Associate Club membership will be available electronically on the Club's web site. Associate Club members are entitled to all of the usual privileges, advantages, conveniences and accommodations of the Club except as limited by any special rules regarding representation and payment of dues. The Board of Directors shall approve all applications for Regular or Associate Club membership. The decision of the Board of Directors as to eligibility of a Regular or Associate Club member shall be final. Whenever any person ceases to be a Regular or Associate member of this Club for any reason, he or she shall have no further interest in, nor claim upon the assets of the Club. Guest - A guest is any person who is not a Regular or Associate Club member as described in Article IV, Section 1A.

Section 1B.	DUES
	Regular Club membership dues will be collected monthly via payroll deduction or other method as approved by the Board of Directors and shall be payable to the Club for a minimum of six months from application approval. The amount will be determined by the Board or by a majority of the Regular Club membership, and will be voted upon at the Annual Meeting. Membership dues are non-refundable. Associate Club members or Regular Club members approved to pay dues by other than payroll deduction shall be given notice by the Membership Committee of their annual dues assessment for the ensuing year in the Club'c Annual Meeting notice. If a Club member fails to pay his/her annual Club dues within forty five (45) days following the Annual meeting, his/her respective membership shall be suspended dating to the last non-paymentm and the Membership Committee shall provide written notice of suspension by U.S. mail to the last known address of the Member. The Member shall have ten (10) days from the date of the notice to provide payment. Non payment of annual Club dues by any Club member will result in cancellation of Club membership status by the Membership Committee. Only those Club members whose dues are current are eligible to receive Club benefits. .

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	It shall be the responsibility of the Club Member to ensure the Club Treasurer or Assistant Treasurer receives the annual dues payment and keep the Club Secretary informed of the respective member's current mailing address. The Membership Committee shall provide all Club members leaving employment or retiring from a Florida Power company with notification of elegibility for Associate Club membership. The member is required to forward all dues required to bridge his/her membershiup to the next Annual Meeting as indicated by the Memberhsip Committee. Except as stated below, no provisions are available for reinstatement to associate Club membershiup for non-payment of dues. Associate Club members shall be given notice by the Membership Committee of their annual dues assessment for the ensuing year in the Club's Annual Meeting notice. If an Associate Club member fails to pay his/her annual Club dues within forty five (45) days following the Annual Meeting, his/her respective membership shall be suspended dating to the last month of dues payment. Non payment of annual Club dues by an Associate Club member will result in cancellation of Associate Club membership status by the Membership Committee. Only those Associate Club members whose dues are current are eligible to receive Club benefits. It shall be the responsibility of the Associate Club member to ensure the Club Treasurer or Assistant Treasurer receives the annual dues payment and keep the Club Secretary informed of the respective member's current mailing address. A former member whose Associate Club membership was terminated for non-payment of dues can petition for readmission by writing to the Board within 60 day of cancellation of Associate Club membership status to explain any extenuating circumstances for non- payment of dues. The decision of the Board on such petitions is final.

Section 1C.	SUSPENSION -TERMINATION - RESIGNATION
	Any Club member, whose employment with the Florida Power Corporation or its successor or certain other eligible companies as described in Article IV, Section 1A is terminated shall immediately surrender Club membership. Exceptions are those members who retired from the Company and members who transfer to affiliated companies of Florida Progress Corporation. All Regular Club members who voluntarily resign from the Florida Power Club for reasons other than termination of employment shall provide 60 days written notification to the Membership Committee Chair of termination of Club membership and will not be eligible to rejoin the Club for a period of one (1) year from the effective termination date. An Associate Club member who loses membership for just cause shall not be eligible for Associate Club membership again.

FLORIDA POWER CLUB BY-LAWS Table of Contents
ARTICLE I	MEETINGS		Page 2

ARTICLE II	ORGANIZATION		Page 2

ARTICLE III	DUTIES AND RESPONSIBILITIES		Page 4

ARTICLE IV	MEMBERSHIP		Page 5
	SECTION 1A.	ELIGIBILITY
	SECTION 1B.	DUES
	SECTION 1C.	SUSPENSION TERMINATION
		RESIGNATION
	SECTION 1D.	LEAVE OF ABSENCE
	SECTION 1E.	LIFETIME MEMBERSHIP
		CLUB GUEST PRIVILEGES
	SECTION 1F.	OBJECTIONABLE BEHAVIOR
	SECTION 1G.	BAD CHECKS

ARTICLE V	COMMITTEES		Page 10

ARTICLE VI	ARTICLE OR BY-LAW AMENDMENTS		Page 11

ARTICLE VII	FISCAL YEAR		Page 11

ARTICLE VIII	INVESTMENT LIQUIDATION		Page 12

ARTICLE IX	CLUB DISSOLUTION		Page 12

ARTICLE X	EVENT TICKETS		Page 13

ARTICLE XI	PARLIAMENTARY AUTHORITY		Page 14

- PAGE 2 - FLORIDA POWER CLUB BY-LAWS
ARTICLE I MEETINGS

Section 1.	The Annual Meeting of the Florida Power Club shall be held in January on a date and at a location set by the Board of Directors.

Section 2.	Special meetings of the Florida Power Club shall be called at the President's discretion or at the request of the majority of Directors or at the written request of twenty-five (25) percent of the Regular Club membership.

Section 3.	At all meetings of the Regular Club members, ten (10) percent of the dues paying voting membership, attending in person or voting by proxy, shall constitute a quorum for the transaction of business. The voting membership of the Florida Power Club will consist of all Regular Club members for all matters except for member dues. Only dues paying members shall be eligible to vote regarding changes to Regular Club member dues. Associate Club members are not eligible to vote.

Section 4.	The Board of Directors shall meet each month at the discretion of the President. The President and six (6) Board members shall constitute a quorum. In the absence of the President, the 1st Vice-President shall preside. In the absence of both the President and 1st Vice-President, the 2nd Vice President shall preside.

ARTICLE II ORGANIZATION

Section 1.	The affairs of the Club shall be managed by the President, one or more Vice Presidents, a Secretary, a Treasurer, an Assistant Treasurer and a Board of Directors made up of twelve (12) members representing three(3) groups as follows:

	Group 1.	All Club Members	Nine (9) Directors,
		not included in Group 2 OR 3

	Group 2.	All Retired Florida	Two (2) Directors,
		Power Club Members

	Group 3	Associate Club Members	One (1) Director

	Directors shall serve a term of one (1) year, which shall coincide with the Club's fiscal year. If an appointment is made after the beginning of the Club's fiscal year, the term of the appointment will be for the remainder of the Club's fiscal year. As stated in Article VII, the Florida Power Club's fiscal year shall begin on February 1 and end January 31 of the following year.

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Section 2.	A Nominating Committee consisting of a Chair and three (3) Regular Club members shall be appointed by the President subject to the approval of the Board of Directors for the current fiscal year. This Committee shall nominate candidates for offices to be presented and voted upon at the Annual Meeting. This Committee shall also nominate candidates to fill vacancies occurring on the Board of Directors during the course of the fiscal year. As much as practical, nominations for Directors will be made such that most, if not all, of the various work centers are represented. Vacancies are defined as: transferring to different groups, leaving the Company, deaths, removal from office, resignation by request, and effective resignation due to three (3) unjustified absences from regularly scheduled Directors' meetings within the Club year. If vacancies occur among the Directors during the first ten months of any fiscal year such that allowing the vacancy to remain until the Annual Meeting would impede the Board's ability to conduct business, the remaining Board members shall be empowered to elect a replacement.

Section 3.	The President, 1st Vice President and 2nd Vice President shall be elected at the Annual Meeting by the Regular Club membership at large, through secret ballot, and shall serve for a term of one (1) year.

Section 4.	The Directors shall be elected in the following manner: The Nominating Committee shall nominate candidates for incoming Directors prior to the Annual Meeting. Additional nominees to represent a membership group may be presented from the floor at the Annual Meeting. Regular Club members in attendance will vote for their new Directors by secret ballot. The election of Directors will be determined by the total of proxy votes submitted and votes cast by Regular Club members in attendance.

Section 5.	Any officer can be removed from office if the officer is negligent in fulfilling Club duties. The Secretary, Treasurer, Assistant Treasurer and Membership Chair can be removed from office by a majority vote of the Board of Directors. The Board of Directors must, by majority vote (of all Directors), recommend removal of the President and/or Vice Presidents. The recommendation must then be acted upon by a majority vote of the Regular Club membership at a special meeting called for that purpose by the Board of Directors. Two (2) weeks' notice shall be given to the membership of such a meeting. The notice shall set out in full the proposed action. The notice shall be distributed (via Email, interoffice mail, U.S. mail, etc,) to all members and posted in various departments of the Company for at least one (1) week prior to the date of the meeting.

	If the President and/or 1st or 2nd Vice President is/are removed or resign(s) from office, the Nominating Committee shall nominate candidates for the office(s). The Board of Directors shall elect the replacement to serve the unexpired term(s).

Section 6.	The title to all real estate and/or intangible property acquired by the Florida Power Club shall be vested in and managed by five (5) Trustees. It shall be the responsibility of the Trustees to manage the investment portfolio as stated in the Portfolio Investment

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	Guidelines developed by the Trustees and approved by the Board, and attached hereto and made part hereof. Any changes to this document must be approved by the Board. The President and Trustees shall have check signing authority for accounts administered by the Trustees. All checks must be signed by any two of the approved signers. These Trustees shall be elected at each Annual Meeting, by the membership at large, for a term of one (1) year. Subject to nomination and election, Trustees will be allowed to serve multiple terms. A Chair of the Trustees is to be elected by the five Trustees. A non-voting representative of the Trustees shall attend and participate in Board Meetings. The Trustees may be bonded at the expense of the Club in such an amount as determined by the Board of Directors.

Section 7.	All properties of the Club held by Officers, Directors and Committee members of the Club must be turned over to their successors in a timely manner, thirty (30) days, or upon completion of their assignment or term of office.

Section 8.	The Planning Board shall consist of the five (5) immediate Past Presidents if possible. The member who has served the most years on the Planning Board shall be Chair. The duties of the Planning Board shall be to assist the President in planning for the welfare of the Club.

ARTICLE III DUTIES AND RESPONSIBILITIES

Section 1.	The duties of the President shall be to preside at all General Membership business meetings, to enforce all rules of the Club, and to perform such other duties as required. The President shall preside at meetings of the Board of Directors. In all cases, Article I, Section 4 applies by which "In the absence of the President, the 1st Vice President shall preside. In the absence of both the President and 1st Vice-President, the 2nd Vice President shall preside". The President shall appoint all standing committees with the approval of the Board. It shall also be the duty of the President, after conferring with the Chair of the various standing committees to approve the activities of the Club along social, educational and recreational lines. The President is not entitled to vote except in the case of a tie vote.

Section 2.	The duties of the Board of Directors shall be to manage the affairs of the Club. Each Director and Vice-President will be entitled to one vote.

Section 3.	The 1st Vice President and 2nd Vice President shall assist the President and perform the duties of the President in the President's absence. The 1st Vice President shall serve asactivity chair for the Club year. The 1st Vice President shall mentor the 2nd Vice President to perform the function of activity chair should the 1st Vice President be unable to perform his/her duties. The 1st Vice President shall secure and consolidate Club event equipment such as coolers, sports equipment etc...in an accessible location.

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Section 4.	The immediate Past President will continue to serve on the Board as a Director for one year after his or her term to assure continuity of Board business.

Section 5.	The Secretary shall be appointed by the President and approved by the Board for a term of one (1) year which shall begin at the first meeting following the Annual Meeting, and shall keep and preserve records of all meetings, issue notices of meetings and shall perform such other duties as the office requires.

Section 6.	The Treasurer of the Club and an Assistant Treasurer shall be appointed by the President and approved by the Board for a term of one (1) year each, which shall begin at the first meeting following the Annual Meeting. It shall be the duty of the Treasurer to collect all dues, to receive and disburse all monies belonging to the Club, and to preserve complete records in connection therewith with the exception of funds or assets which are the responsibility of the Trustees. It shall be the duty of the Assistant Treasurer to assist the Treasurer and also perform all duties of the Treasurer during the Treasurer's absence. The President, the 1st and 2nd Vice Presidents, Treasurer and Assistant Treasurer will have check signing authority. All checks must be signed by any two of these approved officers. All disbursements beyond budget limitations shall be made only upon the approval of the Board of Directors. The Treasurer and Assistant Treasurer may be bonded at the expense of the Club in such an amount as determined by the Board of Directors.

Section 7.	The Membership Committee shall be appointed by the President and approved by the Board for a term of one (1) year at the first meeting following the Annual Meeting. The Membership Committee shall be responsible for keeping a current list of all Regular and Associate Club members. The Membership Committee is also charged with generating and mailing of all Club members dues notifications to Club members whose dues cannot be collected through payroll deduction or other method as approved by the Board of Directors. Annual dues notices may be sent in conjunction with proxy's etc. sent for the Annual Meeting. Additional responsibilities shall include updating the Club membership application form, presenting the names of the Club applicants at the monthly board meeting and determining that all Club members are receiving the Club's mailings.

Section 8.	The Secretary, Treasurer, Assistant Treasurer, Membership Chair and Activities Chair may receive compensation for services in such amount as shall be approved by the Board of Directors.

ARTICLE IV	MEMBERSHIP
Section 1A.	ELIGIBILITY
Section 1B.	DUES
Section 1C.	SUSPENSION TERMINATION RESIGNATION

- PAGE 6 - FLORIDA POWER CLUB BY-LAWS

Section 1D.	LEAVE OF ABSENCE
Section 1E.	LIFETIME MEMBERSHIP - CLUB GUEST PRIVILEGES
Section 1F.	OBJECTIONABLE BEHAVIOR
Section 1G.	BAD CHECKS
Section 1A.	ELIGIBILITY
	All employees on the payroll of Florida Power Corporation or its successor shall be eligible for membership in the Club as Regular Club members upon application to and verification of eligibility by the Membership Chair. Regular Club members are defined as current full time dues paying employees of Florida Power Corporation, other companies identified below, or successor companies, Club retirees of these companies who were members of the Club at the time of their retirement and Lifetime members. If the ability to collect dues through the payroll system is affected by any combination of these companies with another company, all members whose dues were collected through the payroll system shall remain Regular Club members until such time as the Board of Directors designs an alternative collection methodology for dues.The Club shall also permit Regular Club membership on a limited basis to employees of the following Other Companies provided their dues can be collected through the payroll system or other method as approved by the Club Board of Directors:
	Florida Progress Corporation or its successor Electric Fuels Corporation or its successor Progress Telecommunications Corporation or its successor
Section 7.	Retired Club members shall automatically become Regular Club life members, gratis. The Florida Power Club also provides for a second tier of membership, that of Associate Club member. An Associate Club member may be any person who; Has been a Regular Club member for at least 12 months AND Terminates employment prior to normal retirement age OR Is ineligible for Regular Club membership as an employee of another company because of a membership ratio limit being met. These by-laws may elsewhere place a limit on the absolute number of Associate Club members. The ratio of members of the Other Companies to Club members shall not exceed twenty-five (25) percent of the Regular Club dues paying membership. If the ratio exceeds twenty-five (25) percent, no additional Regular Club membership applications shall be accepted from the other companies. Only Associate Club memberships would

- PAGE 9 - FLORIDA POWER CLUB BY-LAWS

	In the event a Regular Club member who has previously resigned due to a transfer out of the St. Petersburg area and then transfers back to the St. Petersburg area within the ensuing year, the year's normal waiting period will be waived. A Club member voluntarily resigns from Club membership by non-payment of dues within the timeline set for payment or through written notification to the Membership Committee. Any pre-paid dues from the time of receipt of written resignation will not be refunded. An Associate Club member can make an application for reinstatement to the Membership Committee following voluntary cancellation of Club membership as a result of non-payment of dues only. The Club Board will then consider the application for reinstatement at their next board meeting. The Board's decision on reinstatement shall be final. An Associate Club member can also have Club membership terminated by just cause as determined by the Club per Article IV. Any suspended or terminated Associate Club member will be sent to their last known mailing address a Notification of Suspension Notice by the Membership Committee showing cause for the suspension. Should the Associate Club member fail to reapply for Associate Club membership within 12 months of suspension or cancellation of membership, no recourse is available for reinstatement into the Club.

Section 1D.	LEAVE OF ABSENCE
	Any Regular or Associate Club member in good standing who is granted a leave of absence from the Florida Power Corporation for active duty in the armed services shall be given honorary membership in the Club during such leave of absence. Families of said honorary members in the armed forces shall have the same Club privileges as families of active Club members.

Section 1E.	LIFETIME MEMBERSHIP - CLUB GUEST PRIVILEGES
	Past Presidents of the Club shall automatically be granted a life membership to the Club as a Regular Club member upon completion of the 1st term as President. A member may be eligible for a Lifetime membership as a Regular Club member based upon the following criteria: Has been a member of the club's Board of Directors for at least 5 years OR Has actively participated in Club committees or provided outstanding long-term Club services for at least 5 years AND Receives Lifetime Club membership nomination by the Board at a regularly scheduled board meeting and is voted a Lifetime membership by the membership at

- PAGE 10 - FLORIDA POWER CLUB BY-LAWS

	the Annual Meeting. Justification for nomination will be presented for such membership at the Annual meeting. For clarity, Past Presidents and Lifetime members are not required to pay annual dues to the Club. When a Regular Club member in good standing dies, the surviving spouse will automatically be granted Club guest privileges until such time as that spouse remarries. Their children will receive the same guest privileges until they reach the age of eighteen (18) or until their surviving parent remarries, whichever occurs first. Those persons qualifying in this section shall not vote nor hold office. /td>

Section 1F.	OBJECTIONABLE BEHAVIOR
	Any Regular or Associate Club member or member's guest who exhibits objectionable behavior at a Club function, where it becomes a source of embarrassment to the Club and its members, will cause the respective Club member to be subjected to disciplinary action by the Board of Directors. When disciplinary action has been taken by the Board against a Regular or Associate Club member, that Regular or Associate Club member will have the opportunity to appeal the decision, by the member requesting a hearing, at a specially called meeting of the Board. The Board will set the earliest time and date for the hearing, convenient to all parties.

Section 1G.	BAD CHECKS
	The Treasurer or Assistant Treasurer shall notify in writing any Regular or Associate Club member who writes a "non-sufficient funds" check to the Club. The Treasurer or Assistant Treasurer shall provide written notice to the Club member oof the non-sufficient funds check, plus any applicable service fees. Membership privileges will be suspended until such time that all financial indebtedness has been corrected. The Regular or Associate Club member is required to reimburse the Club the amount owed plus any applicable service fees. If the debt is still unpaid at the end of three (3) months from date of notification, that Club member's membership will be terminated. A person whose membership was terminated for non-sufficient funds can petition for re-admission by writing to the Board within 60 days of cancellation of Club membership status to explain any extenuating circumstances that resulted in the NFS check. The decision of the Board on such petitions is final.

ARTICLE V	COMMITTEES
Section 1.	The following standing committees shall be appointed annually by the President, subject to the approval of the Board of Directors, and all funds held by these Committees shall be at the discretion of the Board of Directors.

- PAGE 12 - FLORIDA POWER CLUB BY-LAWS
ARTICLE VI	ARTICLE OR BY LAW AMENDMENTS
Section 1.	Any proposed amendment to the Articles of Incorporation of the Florida Power Club or any changes in the by-laws or special rules of said Club shall require the favorable vote of a majority of the members of the Club present attending in person or voting by proxy at any regular meeting, or by a two-thirds (2/3) vote of the members present, attending in person or voting by proxy at a special meeting called for that purpose, at which a quorum is represented; provided, however, that two (2) weeks notice shall be given in writing to the Directors representing each group, which notice shall set out in full the proposed action, and by posting notice of such meeting in the various departments of the Company for at least one (1) week prior to the date of said meeting.

ARTICLE VII	FISCAL YEAR
Section 1.	The fiscal year of the Florida Power Club shall begin on February 1 and end January 31 of the following year.
ARTICLE VIII	INVESTMENT LIQUIDATION
Section 1.	The liquidation or withdrawal of any of the Club's investment portfolio (stocks & bonds) must be presented to the membership at an Annual or Special meeting for their deliberation and vote. Further, any liquidation of invested funds shall not exceed 10% of the total fund value for any fiscal year except as stated in Article IX.

ARTICLE IX	CLUB DISSOLUTION
Section 1.	In event of consideration of dissolution of the Club, the President shall appoint, with the approval of the Board, a Liquidation and Disbursement Committee of at least three (3) Regular Club members in good standing who are not current Officers nor Directors to study the liquidation and subsequent disbursement of the assets, if any, of the Club and to make its recommendation to the Board of Directors of the Club. At least one Trustee shall also be appointed to this committee.

Section 2.	The Board of Directors upon receipt of the recommendation of the Liquidation and Disbursement Committee shall either accept or reject in full the recommendation of this committee. The Board of Directors shall have the right to accept or decline all proposals for presentation to the membership and the membership shall have the right to propose any recommendation to the Board.

Section 3.	If the recommendation is rejected, the President shall appoint a new Liquidation and Disbursement Committee as prescribed above. If the recommendation is accepted, the

- PAGE 13- FLORIDA POWER CLUB BY-LAWS
	President shall instruct the Secretary to prepare a ballot to be distributed to all members of good standing. The ballot shall be of such a nature as to give the Regular Club member the clear option of accepting or rejecting the proposition. Included with the ballot shall be an envelope suitable for sealing, upon which the Regular Club member shall affix his or her signature in order to validate the ballot. The date by which ballots must be returned shall be clearly indicated; however, in no case shall this date be less than thirty (30) calendar days after the date the ballots were distributed.

Section 4.	The President shall call a special meeting for the sole purpose of discussion of the proposition. The date of this special meeting shall be after the date the ballots are distributed but at least fifteen (15) days prior to the date concluding the ballot period.

Section 5.	The President shall appoint, with the approval of the Board, a Ballot Committee of at least three (3) Regular Club members of good standing who are not current Officers nor Directors and who are not members of the Liquidation and Disbursement Committee to receive the sealed ballots and to certify to the Board the results of the ballot.

Section 6.	The Secretary shall provide a complete, alphabetical list of all Regular Club members of good standing to the Ballot Committee. The Ballot Committee shall inspect all ballots for the signature of the Regular Club member of good standing. Unsigned ballots shall be destroyed. The Ballot Committee shall record the number of ballots destroyed. The remaining ballots shall then be counted and recorded. The Ballot Committee shall report to the Board of Directors the number of ballots distributed, the number of ballots returned, the number of ballots destroyed due to lack of signature, the number of ballots accepting the proposition and the number of ballots rejecting the proposition. The results shall be decided by a simple majority of the signed ballots returned. In addition to the above, the Ballot Committee shall provide the Board an alphabetical list of those Regular Club members whose ballots were counted and recorded.

Section 7.	The above procedures shall be repeated as many times as necessary until the Regular Club members in good standing finally approve a proposition for liquidation and disbursement of the assets, if any, of the Club.

ARTICLE X	EVENT TICKETS
Section 1.	Theme park tickets and other pass through events sponsored by the Club are readily available within budget to all Regular Club and Associate Club members. As it is the Club's intent to not over-subsidize either Regular Club or Associate Club members regarding event pricing, it is the responsibility of the Event and Activity Coordinator to ensure fair event ticket discounting. There will be no membership preference between groups given for event ticket requests. If the requests for tickets received during the first two weeks following distribution of

- PAGE 14- FLORIDA POWER CLUB BY-LAWS

	the Reporter are more than tickets available, a lottery is to be held of requests received. If requests received during the first two weeks do not exceed the tickets available, event tickets are to then be distributed to members on a first-come first-served request basis. Order shall be based upon receipt of the Club member's check or money order. When tickets purchased for an event exceed the amount needed by the Club membership, any remaining tickets may be sold at cost to the general public or provided to a charity as approved by the Board for each event. These tickets may only be disposed of within two (2) days of the event following Board approval.
Section 2.	Ticket Policy
	Club members may purchase one ticket for themselves and a spouse/guest and either tickets for the member's dependent children or up to two non-dependent family members under the age of 18, at the Club members' price. A Club member's dependent is considered to be a son, daughter or parent who resides in the Club members' home and is truly dependent upon the Club member financially and otherwise. This can include a dependent child who is a full time high school or college student and remains financially dependent upon the Club member. If the Club member cannot attend due to work or illness, the spouse/guest may attend without the member. Club members may also purchase additional tickets for their non-household family and friends at non-member Club prices. Non-member priced tickets are available only to a Club member's non-household family (parents, brothers, sisters, etc) and/or friends and are not for use by non-member employees Ticket Policy Intent The simple intent of the Ticket Policy is that you, the person paying your membership dues to the Club is entitled to all the benefits and privileges afforded by Club membership. Your immediate family/household also benefits from your membership. A grown son or daughter who has moved out of your house is no longer a member of your household and no longer is entitled tobenefit from your membership. However,, a son or daughter still in school (high school, trade school or college etc.) that the IRS agrees is a dependent is entitled to benefit from your membership. An elderly or disabled older son, daughter or parent now living in your home under your care and supervision should be considered a dependent and welcome at Club functions as part of your household. Conversely, non-household family and friends are not entitled to Club benefits provided by your dues and the Club's investments. Non-household family and friends are welcome to attend many events at non-member prices, (non Cluyb-subsidized prices.) Certain events during the year will be for MEMBERS ONLY due to attendance limits and/or higher than anticipated club subsidy. Typically, these will be noted as "Member Appreciation Events."


ARTICLE XI	PARLIAMENTARY AUTHORITY
Section 1.	The rules contained in the current Robert's Rules of Order newly revised shall govern this Club's meetings in all cases in which they are applicable and in which they are not in conflict with these by-laws.