Bylaws

BYLAWS OF FCCJ REAL ESTATE HOLDING, INC.

ARTICLE I

Offices

The principal office of the corporation will be located in Duval County, Florida with the corporation retaining the power of moving its office to any other location in Florida as may from time to time be determined and authorized by its Board of Directors.

The registered office may be but need not be identical with the principal office in the State and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Membership

The sole member of the corporation shall be FCCJ Foundation, Inc., a Florida not for profit corporation.

ARTICLE III

Meetings

Section 1. Annual Meeting. Annual meetings shall be held at the office of the corporation on March 15 of each calendar year. If the date fixed for an annual meeting shall be a legal holiday in the State, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the date designated herein for any annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the directors as soon as conveniently may be.

Section 2. Special Meeting. Special meetings may be called by the Chair, the Secretary or any member of the Board of Directors. No business shall be transacted at a special meeting except as stated in the notice.

Section 3. Place of Meeting. Meetings of the members shall be held at the principal office or place of business of the corporation or at such other suitable place convenient to the directors as may be designated by the Board of Directors.

Section 4. Notice of Meeting. Written or printed notice stating the place, day and hour of any meeting of directors shall be delivered, either personally or by mail, to each director entitled to vote at such meeting, not less than 10 nor more than 60 days before the date of such meeting, by or at the direction of the Chair, or the Secretary, or the officers or persons calling the meeting. In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on records of the corporation, with first class postage thereon prepaid.

Section 5. Action Without a Meeting. Any action required to be taken at any annual or special meeting of members of the corporation, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the sole member.

ARTICLE IV

Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. The Board of Directors shall have all the powers necessary or appropriate for the administration of the affairs of this corporation and may do all such acts and things as are not reserved to the directors by law, the Articles of Incorporation or these Bylaws.

Section 2. Number, Tenure and Qualification. The number of directors shall be three (3) or such larger number as shall be elected by the members of the Corporation. Directors need not be residents of the State of Florida. Each director shall serve until he or she resigns, dies, or is voted out by the sole member at any annual or special meeting. Upon the resignation, death or expulsion of a director, the remaining directors may, be majority vote, appoint another director to fill the vacant director position; provided, however, that in the event that the resignation, death or expulsion of a director leaves the Corporation with less than three (3) directors, then the remaining directors shall immediately hold a special meeting to appoint a third director.

Section 3. Place of Meetings. Meetings of the directors shall be held at the principal office or place of business of the corporation or at such other suitable place convenient to the directors as may be designated by the Board of Directors.

Section 4. Notice of Meeting. Written or printed notice stating the place, day and hour of any meeting of directors shall be delivered, either personally or by mail, to each director entitled to vote at such meeting, not less than two nor more than 15 days before the date of such meeting, by or at the direction of the Chair, or the Secretary, or the officers or persons calling the meeting. In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on records of the corporation, with first class postage thereon prepaid.

Section 5. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board; if quorum is not obtained, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 6. Manner of Acting. The Act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 7. Compensation. Directors shall not receive any stated salary for their services as director or as members of committees.

Section 8. Written Action of Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Such action may be taken by means of a telephone conference call at which all directors can hear one another and participate.

ARTICLE V

Officers

Section 1. Officers. The officers of the corporation shall consist of a Chair, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chair, one or more Vice Chairs and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The initial officers shall be elected at the first meeting of the Board of Directors. Any two or more offices may be held by the same person except the offices of Chair and Secretary.

Section 2. Other Officers and Agents. The Board of Directors may appoint such officers and agents as may be advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 3. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 4. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 6. Chairman. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 7. Chair. The Chair shall be the chief executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He may sign, with the Secretary, or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; in general, he shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Directors from time to time.

Section 8. Vice Chair. In the absence of the Chair or in the event of his inability or refusal to act, the Vice Chair (or in the event there shall be more than one Vice Chair, the Vice Chairs in the order of their election) shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. Any Vice Chair shall perform such other duties as from time to time may be assigned to him by the Chair or by the Board of Directors.

Section 9. Treasurer. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; and in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chair or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 10. Secretary. The Secretary shall keep the minutes of the meetings of the members of the Board of Directors or any of its committees, in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provision of these Bylaws; keep a register of the post office address of each director which shall be furnished to the Secretary by such directors; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chair or by the Board of Directors.

Section 11. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the Chair or the Board of Directors. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE VI

Committees

Section 1. Committees. Committees not having and exercising the authority of the Board of Directors and the management of the corporation may be designated by resolution adopted by a majority of the directors present at a meeting at which quorum is present. Except as otherwise provided in such resolution, members of each such committee need not necessarily be directors of the corporation and the Chair of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.

Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the directors of the corporation and until his successor is appointed unless the committee shall be sooner terminated or unless such member shall be moved from such committee or unless such member shall cease to quality as a member thereof.

Section 3. Chairmen. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointment.

Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors. Each committee shall make a full report of all actions to the next meeting of the Board of Directors.

ARTICLE VII

Contracts, Checks, Deposits and Funds

Section 1. Contracts. The Board of Directors may authorize any officer to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation and such authority may be general or confined to specific instances. The Executive Director of the Foundation, or in his absence, the Vice Chair of Administrative Services of the College, has signature authority for contracts approved by the Directors of the Real Estate Holding Company.

Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Chairman of the Board of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, request or devise for the general purpose or for any special purpose of the corporation.

ARTICLE VIII

Books and Records

Section 1. Books and Records. The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the preceding meetings of its members, Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the directors. All books and records of the corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time.

Books and accounts of the corporation shall be kept under the direction of the Treasurer of the corporation.

Section 2. Auditing and Reports. At the close of each fiscal year, the Chair of the corporation shall cause to be prepared a full and correct statement of the affairs of the corporation, including a balance sheet and financial statement of operations for the preceding fiscal year which shall be submitted at the annual meeting and filed with the Secretary of the corporation.

ARTICLE IX

Fiscal Year

The fiscal year of the corporation shall begin on the first day of July and end on the last day of June of the next calendar year. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors.

ARTICLE X

Bonding and Indemnity

Section 1. Fidelity Bonds. The Board of Directors may require that all officers and employees of the corporation having custody or control of corporate funds furnish adequate fidelity bonds. The premium of such bonds shall be paid by the corporation.

Section 2. Indemnity. To the extent permitted by law, each officer and director of the corporation shall be indemnified by the corporation against expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may have been made a party by reason of his having been an officer or a director of the corporation except in relation to matters in which he shall be finally adjudged in such action, suite or proceeding to have been negligent in the performance of his duty as officer, director or employee.

ARTICLE XI

Seal

The Board of Directors may provide a corporate seal containing the name of the corporation, which seal shall be in the charge of the Secretary. If so directed by the Board of Directors, a duplicate of the seal may be kept and used by the Treasurer or any Assistant Secretary or Assistant Treasurer.

ARTICLE XII

Waiver of Notice

Whenever any notice is required to be given under the provisions of State law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.

ARTICLE XIII

Amendments to Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting if at least ten days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

Bylaws amended Dec. 16, 2005 Foundation Board of Directors