ARTICLE I. NAME, PRINCIPAL OFFICE & TERRITORIAL LIMITS

1.1 This organization shall be known as the M.I.T. Club of Central Florida.

1.2 The principal office of the club shall be in the city of
Orlando. The club will hold its meetings and conduct its activities
in Orlando, or elsewhere, as its Board of Directors may select.

1.3 The territorial limits of this club shall be coincidental
with Zip Code 327xx, 328xx, 329xx areas as defined by the Association
of Alumni and Alumnae of M.I.T. in Cambridge, Massachusetts, and may
be adjusted from time to time by said Association.

ARTICLE II. NATURE, OBJECTS & PURPOSES

2.1 The M.I.T. Club of Central Florida shall be a nonprofit,
educational organization, and no parts of its funds or property shall
ever be used, expended, or conveyed for the personal or individual
benefit of any member; nor shall any member ever have any right,
title, claim, or interest to any such funds or property by virtue of
his or her membership.

2.2 The purposes for which the club is organized are to:

2.2.1 Develop and sponsor activities for the alumni/alumnae of the
Massachusetts Institute of Technology who work or reside in the club
area.

2.2.2 Cooperate with the Massachusetts Institute of Technology in
recruiting students and promoting its reputation.

2.2.3 Inform alumni/alumnae about M.I.T.'s changing academic
programs, residential environment, and extracurricular activities.

2.2.4 Offer stimulating programs and activities directly or
indirectly related to M.I.T. alumni/alumnae, their families, friends,
parents of students, widows/widowers and others.

2.2.5 Encourage alumni/alumnae in professional competence, public
service, and broader participation in alumni/ae activities.

2.2.6 Provide a communications link between alumni/alumnae and
M.I.T. for a maximum flow of ideas, information, and services.

2.2.7 Promote greater awareness, social contacts, and mutual
understanding among M.I.T. alumni/alumnae in the club area.

2.2.8 Conduct all its activities exclusively for educational
purposes within the meaning of Section 501 (c) (3) of the Internal
Revenue Code of 1954, as the same. May be amended from time to time.

ARTICLE III. MEMBERSHIP

3. 1 Membership shall be restricted to alumni/alumnae, spouses of
deceased alumni/alumnae and designated affiliates of the
Massachusetts Institute of Technology of Cambridge, Massachusetts,
and will be divided into two classes: Active and Associate.

3.2 Active members of the M.I.T. Club of Central Florida are
those members who work or reside within the territorial limits of the
club and who pay the annual dues. Active members shall be entitled to
all of the rights and privileges of the club, and shall share in its
responsibilities.

3.3 Associate members are those who work or reside within the
territorial limits of the club, but do not pay the annual dues.
Associate members shall be entitled to specified rights and
privileges of the club, but not the right to vote nor the privilege
of holding club office. Associate members may be required to pay
different rates for club functions, and may be excluded from
receiving all information and mailings that the Active membership
receives. Decisions regarding such shall be at the discretion of the
Board of Directors.

3.4 Any member may resign his or her membership by so notifying
the Secretary/Treasurer in writing, but will be expected to make all
contributions due prior to such resignation. Removal of the principal
residence or business activity of any Active member from the
territorial limits of this club shall automatically terminate any
membership, unless otherwise agreed. Whole or pro rata rebates of
dues shall not be given in the cases of such resignations or removal.

ARTICLE IV. BOARD OF DIRECTORS

4. 1 The business, property, and affairs of the club shall be
managed and controlled by the Board of Directors.

4.2 The Board of Directors shall consist of at least six members.
In addition, chairpersons or an appropriate representative from other
constituencies such as BAMIT, AMITA, Seminar Series, etc., should be
invited to sit on the Board. The Board has the power to add as many
additional members as it sees fit.

4.3 Any Director may resign his or her position by submitting a
written resignation to the Secretary/Treasurer of the club. Such
resignation shall be effective as of the date received by the
Secretary/Treasurer of the club, and shall automatically terminate
his or her position as Director.

4.4 The Board of Directors shall meet at such times and places as
designated by the President. Four members of the Board shall make a
quorum for transaction of business at any meeting, except in the case
described in Section 4.5. Decisions shall be made by a majority of
Directors present, except in the case described in Section 4.5.

4.5 Any Director may be removed by majority vote of the entire
Board of Directors when in their judgement the best interests of the
club would be served thereby.

4.6 The Board of Directors shall elect officers in accord with Article VI.

ARTICLE V. OFFICERS & THEIR DUTIES

5.1 The officers of the M.I.T. Club of Central Florida shall be
a President, a First Vice President, a Second Vice President, and a
Secretary/Treasurer (or one of each).

5.2 The President shall preside over all meetings, select all
committees, except as herein provided, shall be ex-officio
Chairperson of the Board of Directors, and shall have such further
duties as ordinarily pertain to the office of the President,
including but not limited to:

5.2.1 Providing an agenda for the meetings;

5.2.2 Acting as official liaison with the Association;

5.5.3 Appointing new directors if needed to fill a vacancy
resulting from the resignation or removal of a Director;

5.2.4 Except as otherwise provided by the Board of Directors, he or
she shall, with the Secretary/Treasurer of the Club, sign all written
contracts and other instruments made or entered into by or on behalf
of the club that have been approved by the Board of Directors.

5.3 The First Vice President shall preside and take over the
duties of the President in his or her absence. He or she shall be in
charge of all programs presented and shall supervise and coordinate
the work of the Program Committee, a standing committee of the club.

5.4 The Second Vice President shall supervise and coordinate the
work of the Membership Committee, a standing committee of the club.
He or she shall recommend membership strategy, and shall be
responsible for maintaining contacts and exchanging information with
other area alumni/ae groups. He or she shall work closely with the
First Vice President and the Secretary/Treasurer in planning funding
requirements for programs.

5.5 The Secretary/Treasurer shall keep the records of the club
and shall record all meetings of the Board of Directors and actions
of the club in a "Minutes Book" to be kept for such purposes. He or
she shall perform all duties incident to this office, including the
handling of all correspondence and mailing of information on M.I.T.
related activities. He or she shall also maintain current information
on the club mailing list.

5.5.1 Unless otherwise provided by the Board of Directors, together
with the President, he or she shall, when authorized, execute all
instruments made or entered into by or on behalf of the club.

5.5.2 The Secretary/Treasurer shall also keep records of attendance
at Board and Committee meetings, and perform any necessary liaison
with legal counsel. The Secretary/Treasurer shall also compile, have
printed and distribute periodically a directory of the Active
membership.

5.5.3 The Secretary/Treasurer shall collect all contributions, keep
the books and accounts of the club and shall have custody of all
funds of the club; render periodic reports of the financial condition
of the club as directed by the President; attend to the payment of
bills and obligations; and shall have such further duties as
ordinarily pertain to the office of Secretary/Treasurer. All funds of
the club shall be deposited in the account of M.I.T. Club of Orlando
in a bank designated by the Board of Directors.

5.5.4 The Secretary/Treasurer, together with the President, shall
write and submit an annual report to the club archives and the
Association of Alumni and Alumnae of MIT (refer to Annual Report
format in appendix).

ARTICLE VI. NOMINATION & ELECTION OF OFFICERS & BOARD MEMBERS

6.1 All officers shall be elected for a term of one year, such
elections to be at the annual meeting of the Board in May of each
year. The term of office of each officer shall begin on the first day
of July of each year, and shall end on the last day of June of the
succeeding year.

6.2 Nomination for elections shall be made by a nominating
committee appointed by the President at least two months prior to the
election. This committee shall consist of three Active members and
shall present its report at the Board meeting prior to the Board
meeting at which the election is to take place. It shall nominate one
candidate for each of the offices. Further nominations may be made
from the floor at any club meeting or by letter to the
Secretary/Treasurer in the two months prior to the election.

6.3 The Board of Directors shall fill any vacancies in office at
a meeting called upon with at least one week's notice, which notice
shall state the purpose of the meeting. Any member elected to fill a
vacancy shall serve for the remainder of the unexpired term.

ARTICLE VII. EDUCATIONAL COUNCIL

7. 1 The Educational Council shall consist of alumni/ae living in
the the club area who have expressed an interest in furthering the
admission of the best qualified candidates from the club area as
undergraduate students to M.I.T.

7.2 The Council shall consist of not less than three persons
appointed by the Chairperson of the M.I.T. Educational Council.

7.3 The Chairperson is appointed by the M.I.T. Educational Council office.

7.4 The Chairperson will receive information from the M.I.T.
Educational Council office pertaining to candidates seeking admission
to M.I.T. The Chairperson will then be responsible for passing this
data to members of the local Council.

7.5 The Chairperson and other members will interview the
candidates, returning their findings to the M.I.T. Admissions Office.

7.6 Criteria for evaluating candidates will be furnished to the
local Council by the M.I.T. Admissions Office.

ARTICLE VIII. AMENDMENT OF THE ARTICLES & BYLAWS

8. 1 The power to alter, amend, or restate the Bylaws shall be
vested in the Board of Directors. Such action may be taken by vote of
the majority of a duly constituted quorum of the Board of Directors
present at any regular or special meeting.

8.2 Notice of intent to alter, amend, or restate the Bylaws must
be given by the Board of Directors to the Active membership at least
two weeks prior to any vote by the Board of Directors regarding such
alteration, amendment, or restating. Such notice shall also state the
date, time, and location of the Board meeting at which such matters
will be discussed and voted upon.

ARTICLE IX. REVENUES

9. 1 The annual dues of Active members shall be set from time to
time by the Board of Directors.

9.2 Annual terms of membership in the club shall begin on the
first day of July and end on the last day of June in the succeeding
year. Any dues paid shall apply only to the specified term.

ARTICLE X. MISCELLANEOUS

10.1 No Director or officer of the club shall be personally liable
for any contract entered into by the club or because of any act or
thing done or omitted to be done on behalf of or in the name of the
club.

10.2 In the event of dissolution of the club, any and all of the
assets of the club shall be turned over to the Association of Alumni
and Alumnae of M.I.T. in Cambridge, Massachusetts.

These Bylaws have been approved by the Board of Directors of the
M.I.T. Club of Central Florida.

Signature __/s/__Jeff Mitchell___ Date_____11/16/2003___________

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