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BY-LAWS OF PARROT HEADS IN NATURAL SETTINGS, INC (PHINS, INC)

We, the undersigned, being all the directors named

for this corporation hereby agree and consent that the

By-Laws for this organization were revised and adopted

on this date as contained within this document. Wayne McDowell, President Roger Dockery, Vice President Barbara Shartran, Treasurer Gary Avery, Secretary Dated: March 1, 2006

ARTICLE I (Name) This organization shall hereby be known as the Parrot Heads In Natural Settings. Inc. (PHINS). No person or group may enter into activities in which the name of the club is used or associated without prior written approval of the Officers. This organization has been created under the ideals of Parrot Heads in Paradise (PHiP) Inc., the nationally sanctioned Parrot Head Club, and will remain a member in good standing, respecting all guidelines and bylaws of PHiP. ARTICLE II (Purpose) The object and purposes for which the club is formed are as follows:

To be a source of enjoyment, relaxation, and fellowship,
Assist in community and environmental concerns,
Provide a variety of social activities for people of similar interests.

ARTICLE III (Organization) PHINS will maintain a traditional formation and structure which includes our two Founding Fathers, President, Vice President, Secretary, Treasurer and Charter Member-at-Large. Other positions will be nominated by the President and approved by the Board. 1. Founding Fathers: Will oversee all business matters and ensure that the philosophy of PHINS is maintained at all times. Will have voting rights in all club matters. Will serve in perpetuity. 2. President: Will keep abreast of all club business. Will be responsible for day to day operations of the club and will report to the Board any business for discussion and or voting. Will have voting rights in all club matters. Will be elected for two year terms on odd-numbered years. 3. Vice President: Will keep abreast of all club business. May represent the President during absences and will report to the Board all related club business for discussion and or voting. Will have voting rights in all club matters. Will be elected for two year terms on even-numbered years. 4. Secretary: Will handle all communications within, and for, the club; including the club web site and newsletter. Will handle various administrative duties as assigned by the President and will report to the Board all related club business for discussion and voting. Will be responsible for taking minutes at all business meetings and will have copies available for any club member who wishes to have a copy. Will have voting rights in all club matters. Will be elected for two year terms on odd-numbered years. 5. Treasurer: Will handle all matters relating to the club’s money account(s) and financial status. Will maintain impeccable records of all transactions and will report to the board all related business for discussion and or voting. Will have voting rights in all club matters. Will be elected for two year terms on even-numbered years. 6. Charter Member-at-Large: Will be elected for two year terms on odd-numbered years. Will have voting rights in all club matters. 7. Two Members-at-Large: Will be elected for two year terms on even-numbered years. Will have voting rights in all club matters. 8. The following positions will be appointed by the President for two year terms on odd-numbered years. They serve at the desires of the President and are not voting members of the Board:             a. Membership Coordinator: Will handle all membership registration and renewal matters. Will contact members during the month preceding their renewal month. Will mail birthday cards to all current members.              b. Social Director: Will handle all social activities for the club.              c. Club Photographer: Will maintain club scrapbook/photo album.             d. Committee Director: May also be referred to as Committee Head or Chairperson.
Will have charge of their respective committee(s) and will report to the Board all related club business for discussion and or voting. A Committee Director must be appointed by the President in order to create any and all new committees. This position will expire upon completion of that committee’s business. ARTICLE IV (Membership) Annual membership renewal will be due on the member’s anniversary month, payable to PHINS and collected by the Treasurer. 1. Charter members will retain membership for the duration of the club, with no annual dues. 2. Dues: Single Membership-$20 annual dues, Family Membership-$30 annual dues.

3. Entitled to: Club mailings, Attend Club Events, Purchase Club Merchandise, and Eligible to earn points for P.H.I.P. concert tickets, Eligible to vote in club elections, Eligible for Meeting of the Minds (MotM).

4. Notices of dues will be sent by postcard and/or e-mail during the month preceding member’s renewal month.5. By a majority vote, the Elected Officers of the Executive Committee can waive, reduce, or extend the deadlines of dues for any member due to financial hardship. Requests for such provisions must be submitted in writing to any member of the Executive Committee.6. Any person who has not paid dues by the end of the third month after their anniversary month will be considered to have his/her membership terminated, and will no longer be a member in good standing. Any payment of dues will start his/her new membership with a new anniversary month.7. Membership may be revoked by a majority vote of the Board at any time if that member is found to have committed any of the following acts: misfeasance, malfeasance, misrepresentation, fraud, misuse of the club's assets (including membership roster), or any other act which the Board deems to be detrimental to the reputation or well being of PHINS. The preceding may also be used as reasons for denial of membership to any potential member. ARTICLE V (Gatherings) PHINS will gather on several occasions during the month to socialize with one another, promote the good will of the club, and party with a purpose. 1. Social PHlockings will be held every month, with locations and times to be determined by the majority of the board.

A). Currently held on the first Wednesday of the month @ 7:00 PM.

B). Open to officers, members, prospective members, and guests.

C). Information and announcements will be announced during the meetings. 2. Special meetings and fund- raisers will be held at various locations, depending on the nature of the event. A). Members will be notified of these events through regular meetings, newsletters, e-mails, and the club website. B). If an event is held in a public area, members, guests, and prospective members are invited. C). If an event is held in a private area or where the club has paid for an event, this is for members only.3. Board meetings will be held monthly or as needed. A). Issues requiring the Board’s attention should only be addressed at an official board meeting with minutes taken as history. B). Only the Officers will propose or vote on motions. C). A majority vote of the Board will be required to pass any motion.ARTICLE VI (Member Responsibilities)It is the intention of PHINS to provide social and charitable activities for the enjoyment and benefit of all our members, guests, hosts and charities. All members of the organization shall be required to treat fellow members, guests and hosts and their personal property with respect. Members also agree to abide by all local, state and federal laws (including but not limited to) governing misuse of personal privileges, personal property and controlled substances. Members of the PHINS, by virtue of their membership agreement, agree to demonstrate personal responsibility for their words, actions and deeds and not to exhibit behaviors that are harmful to themselves and other members, guests and hosts or their personal property. We seek to provide a pleasant atmosphere in which to share our common love of the music and tales of Jimmy Buffett and to further the charitable ideals that we seek to uphold. PHINS will not condone behavior contrary to our objectives nor that which we feel is harmful or injurious to others. By virtue of your membership in the PHINS Parrot Head Club, you have indeed agreed to "Party with a Purpose" in a most responsible fashion!
ARTICLE VII (Committees) Committees will be formed throughout the year to coordinate and develop various community service events for PHINS involvement. Each committee will be headed by a member to ensure that PHINS is well represented. 1. A committee will be comprised from the general membership, with a chairperson to head the committee.

2. Each committee will have an officer from the Board as a liaison (to ensure that materials, funding, etc. are provided). The Board representative will not serve as Chairperson. ARTICLE VIII (Finances) The financial report shall be submitted by the Treasurer monthly, which will contain:
1. Budget expenditures and balances

2. Cash receipts, disbursements and balances

3. The Treasurer shall disperse all checks or money.

4. Reimbursement for expenditures will be approved by the Board Members

5. Officers must pre-approve all fundraisers and designated beneficiary prior to any releases or publicity.

6. In the absence of the Treasurer, an approved appointee will collect or issue moneys as needed.

7. A detailed report containing expenses and proceeds will be submitted to the Board for approval

8. Once approved by the Board, the Treasurer will issue a check to the charity. ARTICLE IX (Voting) A quorum of the elected members of the Board will be required to approve any expenditures, events, etc. This can be accomplished by monthly Board meetings or e-mail. The Secretary will retain the results of all such votes. ARTICLE X (Termination) The Board may suspend from PHINS any member whom the entire Board determines no longer meets the requirements for membership set forth in Article II of these By-Laws and/or "Code of Conduct". This must be done by a unanimous vote. The vote suspends such member's membership in PHINS and all rights and privileges associated therewith. Any member may be terminated by a unanimous vote of the Board. Upon termination, all items belonging to the club will be returned to the club. Examples for termination: Fighting, theft, defacing property, or conduct unbefitting to the tenets of Parrot Head-ism. ARTICLE XI (Officer Elections) Elected officers will serve a term of 2 years, to run no more than 3 consecutive terms, unless approved by the Board. The President, Secretary, and Charter Member At-Large will be elected on odd-numbered years, while the Vice-President and Treasurer will be elected on even-numbered years. All other positions will be appointed by the President. Only the members in good standing (paid members for 90 days) shall be eligible to:
1. Nominate a member for office,
2. Vote in an election,
3. Be elected to hold a position on the Board.

The terms of office will be 2 years with elections being completed by the club’s anniversary of July 4; terms will begin July 4.

1. Officers must attend monthly Board meetings with regularity. 2. Have access to a computer for frequent e-mails.

3. Any officer may resign by filing a written resignation with the Secretary.

4. Any officer may be removed from office by a majority vote of the elected officers of the Board.

5. In the event of the vacancy of an Officer:

a. In the event of an Officer being unable or unwilling to fulfill the duties associated with the vacancy, a member will be appointed by the President to complete the tasks and duties of that vacant position.

b. In the event the position cannot be appointed by the President, a call to the general membership will be made.

   c. The vacancy will be announced to the resident membership by e-mail.

d. The vacancy will be filled by the next months Board meeting, if at all possible.

6. An elections officer will be utilized for the election process.

a. They will NOT be a nominee for any of the vacancies.

b. They will be responsible for the issuance of ballots, and tallying of election results. ARTICLE XII (Elections Officer) 1. An Elections Officer will be selected by the current President and approved by the Board, no later than April 1, to serve as the individual who takes nominations and count the votes. This member will not be a current officer or someone who intends on running during the elections.
2. The Elections Officer will call for nominations by May 1. No member shall run for more than one elected position.
3. The Elections Officer must receive all nominations by June 1. The Elections Officer will compile the list of nominations and seek acceptance or refusal of the nominations from the individuals nominated.
4. The Elections Officer will present a slate of candidates to the general membership at the June Social PHlocking, and through the June newsletter.
5. Voting will be done at the July Social PHlocking (Club Anniversary).

6. The Election Officers term expires upon completion of this election process.

7. Officers will assume their elected positions at the July Business Meeting. ARTICLE XIII (Point System) 1. A Parrot Head Point system (Feathers) will be utilized for the tracking of involvement and participation of charity events community projects, and fund-raisers.
2. Additional Feathers will be awarded for those involved with the preparation and planning for these events or involvement with various committees.

3. All members are requested to participate on some level in the club sponsored community service events throughout the calendar year.
4. Members may request approval by the Board for participation in community service events in their own locale.
5. Monetary contributions or donations of raffle items to be used to raise money for community service fund-raising event will be considered a participation for Feathers, upon prior approval of the Board.
6. Feathers will not be awarded prior to an event.

7. Feathers can not be awarded to a non-member. If a guest participates in an event and later joins the club, Feathers accumulation begins at the time application and membership fee are received.

8. Community service events occurring after a concert tour will be awarded for the next cycle.

9. In the event a member has accumulated enough Feathers to be eligible for club tickets, but chooses not to use them or finds out prior to the concert that they are unable to use them, they must return the ticket(s) to the club to be distributed to the next member in line for eligibility. ARTICLE XIV (Feathers) 12 PT. - Board membership

  6 PT. - Chairperson for a large club-sponsored fundraiser

  5 PT. - Chairperson for a small club-sponsored fundraiser

  4 PT. - Committee member for a club-sponsored fundraiser

  3 PT. – Volunteer at a Community Service Event   2 PT. - Attendance at monthly meetings

  1 PT. – Raffle and charity donations, submission of web site or newsletter articles ARTICLE XV (Concert Tickets) Available only to members in good standing (paid members 90-days prior to).

1. Dues must be paid in full.

2. The Officers will handle tickets and ticket requests.

3. Tickets will be distributed by the Parrot Head Feather System. This system will be established by the Board based upon the number of tickets made available by PHiP. Tickets and distribution rules will be announced through e-mail and the Club newsletter.

4. Members must pay for tickets when being requested.

5. It is the member's responsibility to get payment to the Treasurer for these reserved tickets.

6. No tickets will be held on a request/want basis.

7. NO "GHOST" MEMBERSHIPS; individuals joining as a couple for two tickets etc. ARTICLE XVI (Amendments) Amendments to these By-Laws will be addressed by the Board at the monthly Business Meetings. 1. Motion to be addressed to the Board in writing.

2. Revisions to the By-Laws are endorsed by the Board and approved by a majority vote of the members. This will be conducted at a Social PHlocking or by e-mail. 3. Revised By-Laws will be sent out through the club newsletter or by e-mail.

4. Minor revisions for clarification or of typographic nature will require only the Board's approval.