Florida Gourd Society, Inc.

BOARD OF DIRECTORS ACTION BY CONSENT

Organizational Action

The undersigned, being all of the members of the Board of Directors of  the FLORIDA GOURD SOCIETY, INC., a Florida not-for-profit corporation,  hereby consent to the following action by the Board of Directors of the Corporation, and instruct the Secretary of the Corporation to enter this Consent in the minutes of the proceedings of the Board:

1. The Articles of Incorporation of the Corporation are hereby ratified and approved and the Secretary is instructed to insert the Certificate of Incorporation, including the said Articles, certified by the Secretary of State of the State of Florida, in the minute book of  the Corporation.

2. It is hereby acknowledged that the Board of Directors of the Corporation consists of eight (8) members, who are designated as the initial members of the Corporation's Board of Directors in Article V of the Corporation's Articles of Incorporation.

3. The By-Laws of the Corporation, including Articles I through Article XI consisting of three (3) typewritten pages, are hereby approved and adopted by the Board of Directors. The Secretary of the Corporation is instructed to insert a copy of the same in the minute book of the Corporation immediately following the Certificate of  Incorporation.

4. Pursuant to Article III of the By-Laws, it is hereby resolved that the Board of Directors shall consist of eight (8) members unless and until such number of members shall be changed by resolution of the Board of Directors in accordance with the Corporation's By-Laws.

5. The following officers of the Corporation will  serve until the next annual meeting of the Board of Directors and until their successors are elected and qualified, or until their resignation or removal pursuant to the By-Laws of the Corporation:

   • President   Edith Valentine

   • Vice-President  Ronda Smalley

   • Secretary  Sue Brown

   • Treasurer  Carol Varn

6. Edith Valentine is appointed as Resident Agent of the Corporation on whom process may be served as required by the Statutes of  the State of Florida.  The street address of the initial registered office of this Corporation is designated as the office for service of  process upon the Corporation.  The President of the Corporation is directed to designate any necessary successor agents for service of  process.  The Secretary of the Corporation is directed to file the names and street addresses of any new agents with the Department of State, Tallahassee, Florida.

7. A standard form of banking resolution authorizing the establishment of an open deposit account and the borrowing of money is hereby adopted. The Secretary is instructed to place a copy thereof in the minutes book of the Corporation and to furnish an executed copy thereof to the Bank.

8. The fiscal year of the Corporation shall end on December 31 of each year beginning with the year ended 2003.

9. The officers of the Corporation be, and they hereby are, authorized and directed to pay all fees and expenses incurred prior to the filing of the Corporation's Articles of Incorporation with the Secretary of State of the State of Florida, including, but not limited to, legal fees, filing fees and costs, incurred in connection with the incorporation of the Corporation.

Execution of this Consent by the undersigned, being all of the members of the Board of Directors, pursuant to Sections 607.0205 and 607.0821 of  the Florida Statutes and the subsequent insertion of this Consent in the minutes book of the Corporation, prior to the taking of the action authorized by this Consent, waives any requirement of a formal meeting of the Board of Directors to conduct the business referred to herein.

Dated this ___day of _________________,2003

     __________________________________
     Edith Valentine,   President FGS, Inc.

     __________________________________
     Ronda Smalley, Vice-President FGS, Inc.

     __________________________________
     Sue Brown, Secretary FGS, Inc.

     __________________________________
     Carol Varn, Treasurer FGS, Inc.

     __________________________________
     Lyn Hunter, Newsletter Editor FGS, Inc.

     __________________________________
     Brad Harris, Director FGS, Inc.

     __________________________________
     Connie Worrell, Director FGS, Inc.

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     Liz Passarelli, Director FGS, Inc.