By-Laws

SUNRISE SPORTS FOUNDATION, INC. (hereinafter sometimes referred

to as the "Corporation"), was incorporated as a not-for-profit corporation under the laws of the State of Florida on the 9^th day of August, 2004.

ARTICLE I. OFFICES AND FISCAL YEAR

Section 1.01 OFFICES. The Corporation may have offices at such places within or without its geographical area as the Board of Trustees may from time to time appointor the business of the Corporation requires.

Section 1.02 FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of January of each year.

ARTICLE II. TRUSTEES

Section 2.01 ELECTION OF TRUSTEES. The initial Trustees of this Corporation are those persons specified in the Articles of Incorporation. Each of them shall serve perpetually until he or she shall resign, or until he or she is removed by a majority vote of the other Trustees. Upon the death,resignation or removal of a Trustee, the remaining Trustees shall elect a Successor Trustee, by majority vote of the remaining Trustees, as soon as practical.

Section 2.02 NUMBER AND TENURE. This Corporation shall be managed by a board of six (6) Trustees. The number of Trustees may be increased or diminished, from time to time, by a majority vote of all Trustees. However, the authorized number of Trustees of this Corporation shall be not less than three (3).

Section 2.03 POWERS AND DUTIES. The Board of Trustees shall have full power to conduct, manage, and direct the business and affairs of the Corporation; and all powers of the Corporation are hereby granted to and vested in the Board of Trustees, in accordance with the laws of the State of Florida and the United States of America. Without in any way limiting the foregoing, the Board shall have the following powers and duties:

(a) To meet regularly;

(b) To approve and supervise bookkeeping and financial procedures; and

Section 2.04 ORGANIZATION. At every meeting of the Board of Trustees, the Chairperson of the Board, if there be one, or, in the case of a vacancy in the office or absence of the Chairperson of the Board, one of the following officers present in the order stated: the Vice Chairperson of the Board, if there be one, the President, the Vice President or a Chairperson chosen by a majority of the Trustees present, shall preside, and the Secretary, or, in the absence of the Secretary, the Assistant Secretary, or in the absence of the Secretary and the Assistant Secretary, any person appointed by the Chairperson of the meeting, shall act as Secretary.

Section 2.05 PLACE OF MEETING. Meetings of the Board of Trustees may be held at such place within or without the geographical area of the Corporation as the Board of Trustees may from time to time appoint, or as may be designated in the notice of the meeting.

Section 2.06 REGULAR MEETINGS. Regular meetings of the Board of Trustees shall be held at such time and place as shall be designated from time to time by resolution of the Board of Trustees; and one such meeting each year shall be designated as an annual meeting for organization. At every regular meeting, the Trustees shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these By-Laws.

Section 2.07 SPECIAL MEETINGS. Special meetings of the Board of Trustees shall be held whenever called by the President or by two or more of the Trustees. Notice of each such meeting shall be given to each Trustee orally or in writing at least ten (10) days before the time at which the meeting is to be held, unless the Trustee waives notice. Every such notice shall state the time and place of the meeting.

Section 2.08 QUORUM, MANNER OF ACTING. ANDADJOURNMENT. In order to constitute a quorum for the transaction of business, a majority of the Trustees shall be present at each meeting. Every Trustee shall be entitled to one vote. Except as otherwise specified in Articles of Incorporation (as amended or restated) or by these By-Laws, or provided by statute, the acts of a majority of the Trustees present at a meeting at which a quorum is present shall be the acts of the Board of Trustees. In the absence of a quorum,

(a) a majority of the Trustees present may adjourn the meeting from time to time until a quorum is present; or in the alternative,

(b) the Trustees present may transact business in the usual manner, however, the meeting and the business transacted shall have effect only upon the written approval of the minutes of the meeting by a quorum of the Trustees. An absent Trustee shall signify his or her approval of the minutes by placing his or her signature at the end of the minutes or by signing a consent or ratification of the minutes. If an absent Trustee disapproves of or abstains from any business transacted at such meeting, he or she shall indicate such disapproval or abstention by specifying the disapproved portion of the minutes next to his or her signature. The acts of the meeting shall be effective upon the last signature of the Trustee constituting the approving quorum and such approved acts shall then be the acts of the Board of Trustees.

Section 2.09 TELEPHONE MEETINGS. Meetings may be conducted by the use of telephone systems whenever the necessity so arises. Such meetings shall be conducted in the same manner as the regular Trustees meetings and shall have the same effect as a regular Trustees meeting. A quorum of Trustees must be participating either by telephone or in person, at any such meeting. The acts of the meeting shall become effective when confirmed in writing by the Trustees who participated in the meeting.

Section 2.10 WAIVER OF NOTICE. Whenever notice of a meeting is required, any Trustee may waive notice of the meeting by signing a written waiver either before or after the meeting, which waiver shall be equivalent to the giving of such notice. Such waiver shall be placed with the minutes of the meeting. Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except when the Trustee attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not properly called or convened.

ARTICLE III. COMMITTEES

Section 3.01 DUTIES. The Corporation shall have such committees as it finds to be necessary and proper to carry out its purposes. The duties and responsibilities of any committees formed by the Corporation shall be determined by the Trustees.

ARTICLE IV. OFFICERS

Section 4.01 NUMBER, QUALIFICATIONS AND DESIGNATION. The Officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other Officers as may be elected in accordance with the provisions of Section 4.02 of this Article. Any number of offices may be held by the same person, except that the same person may not be President and Secretary simultaneously. Officers may but need not be Trustees. The Officers shall be natural persons of full age. The Board of Trustees may elect from among the Trustees a Chairperson of the Board and a Vice Chairperson of the Board who shall be Officers of the Corporation.

Section 4.02 SUBORDINATE OR OTHER OFFICERS. COMMITTEES AND AGENTS. The Trustees may from time to time elect such other Officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these By-Laws, or as the Trustees may from time to time determine. The Board of Trustees may delegate to any Officers or committee of the Corporation the power to elect subordinate or other Officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate or other Officers, committees, employees or other agents.

Section 4.03 RESIGNATIONS. Any Officer or agent may resign at any time by giving written notice to the Trustees, or to the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.04 REMOVAL. Any Officer, committee member, employee or other agent of the Corporation may be removed, either for or without cause, by the Trustees or other authority which elected or appointed such Officer, committee, employee or other agent whenever in the judgment of such authority the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

Section 4.05 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Trustees or by the authority to which the power to fill such office has been delegated pursuant to Section 4.02 of this Article, as the case may be, and if the office is one for which these By-Laws prescribe a term, shall be filled for the unexpired portion of the term.

Section 4.06 GENERAL POWERS. All Officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the

Corporation as may be determined by resolutions of the Trustees, or, in the absence of controlling provisions in resolutions of the Trustees, as may be provided in the By- Laws .

Section 4.07 THE CHAIRPERSON AND VICE CHAIRPERSON OF THE BOARD. The Chairperson of the Board or in the absence thereof, the Vice Chairperson of the Board, shall preside at all meetings of the Board of Trustees, and shall perform such other duties as may from time to time be requested of such officer by the Board of Trustees.

Section 4.08 THE PRESIDENT. The President shall be the chief executive officer of the Corporation and shall have general supervision over the activities and operations of the Corporation, subject, however, to the control of the Board of Trustees. The President shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Trustees, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees, or by these By-Laws, to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to the President by the Board of Trustees.

Section 4.09 THE VICE PRESIDENT. The Vice President shall perform the duties of the President in the absence of the President and such other duties as may from time to time be assigned to him or her by the Board of Trustees or by the President.

Section 4.10 THE SECRETARY. The Secretary or an Assistant Secretary shall attend all meetings of the Board of Trustees and shall record all the votes of the Trustees and minutes of the meetings of the Board of Trustees and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to the Secretary by the Board of Trustees or the President.

Section 4.11 THE TREASURER. The Treasurer or an Assistant Treasurer shall have or provide for the custody of the funds or other property of the Corporation and shall keep a separate book account of the same to the credit of such officer as Treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Corporation; shall deposit all funds in the custody of such officers as Treasurer in such banks or other places of deposit as the Board of Trustees may from time to time designate; shall, whenever so required by the Board of Trustees, render an account showing all transactions as Treasurer, and the financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned to the Treasurer by the Board of Trustees or the President.

Section 4.12 OFFICERS7 BONDS. Any Officer shall give a bond for the faithful discharge of the duties of the office held by such officer in such sum, if any, and with such surety or sureties as the Board of Trustees shall require.

Section 4.13 SALARIES. The salaries of the Officers elected by the Trustees shall be fixed from time to time by a vote of three-quarters of the Board of Trustees. The salaries or other compensation of any other Officers, employees and other agents shall be fixed from time to time by the authority to which the power to elect such Officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 4.02 of this Article. No Officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a Trustee of the Corporation.

ARTICLE V. INDEMNIFICATION OF TRUSTEES, OFFICERS. ETC.

Section 5.01 INDEMNIFICATION. The Corporation shall indemnify any person made a party, or threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding:

(a) Third Party Actions. Whether civil, criminal, administrative, or investigative, other than one by or in the right of the Corporation to procure a judgment in its favor, brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in the capacity of Trustee, director, officer, employee, or agent of the Corporation, or of any other corporation, partnership, joint venture, trust or other enterprise which he served as such at the request of the Corporation, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees through appeal, actually and necessarily incurred as a result of such action, suit, or proceeding, or any appeal therein, if such person acted in good faith and in the reasonable belief that such action was in the best interests of the Corporation, and in criminal actions or proceedings, without reasonable ground for belief that such action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent shall not in itself create a presumption that any such person did not act in good faith in the reasonable belief that such action was in the best interests of the Corporation or that he had reasonable grounds for belief that such action was unlawful.

(b) Derivative Actions. By or in the right of the Corporation to procure a judgment in its favor by reason of his being or having been a Trustee, director, officer, employee, or agent of the Corporation, or of any other corporation, partnership, joint venture, trust, or other enterprise which he served as such at the request of the Corporation, against the reasonable expenses, including attorneys' fees through appeal, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such person acted in good faith and in the reasonable belief that such action was in the best interests of the Corporation. Such person shall not be entitled to indemnification in relation to matters as to which such person has been adjudged to have been guilty of negligence or misconduct in the performance of his duty to the Corporation unless, and only to extent that, the Court, administrative agency, or investigative body before which such action, suit, or proceeding is held shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such tribunal shall deem proper.

(c) Mandatory Indemnification. To the extent that a Trustee, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Paragraph (a) or (b), or in any defense of claim, issue, or matter therein, he shall be indemnified against the reasonable expenses, including attorneys7 fees through appeal, actually and necessarily incurred by him in connection therewith.

(d) Procedure for Indemnification. If a determination is made that indemnification of the director, trustee, officer, employee or agent is proper in the circumstances because such person has met the applicable standard conduct set forth in paragraph (a) or (b) , or if indemnification is ordered by the tribunal before which such action, suit, or proceeding is held/ the Corporation shall pay such sums for indemnification as shall be determined by the Board or by the tribunal. Such determination shall be made by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit, or proceedings. If all Trustees were parties to such action, suit, or proceeding, then by a majority vote of a quorum of Trustees.

Section 5.02 EXPENSES. The Corporation shall pay expenses incurred in defending any action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided in paragraph (d) of Section 5.01 above upon receipt of an undertaking by or on behalf of the Trustee, director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section..

Section 5.03 INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Trustee, director, officer, employee, agent of the Corporation, or any individual volunteering services to the Corporation or any other corporation, partnership, joint venture, trust, or other enterprise against liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 5.01 above.

Section 5.04 SCOPE OF ARTICLE. The Corporation shall indemnify any person, if the requirements of Sections 5.01 and 5.02 are met, without affecting any other rights to which those indemnified may be entitled under any By-Laws, agreement, vote of members or disinterested Trustees, or otherwise, both as to action in such person's office capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Trustee, director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person. Each person who shall act as a representative of the Corporation shall be deemed to be doing so in reliance upon such rights of indemnification as are provided in this section.

ARTICLE VI. INVESTMENTS

Section 6.01 TERMS OF RECEIPT OF TRUST PROPERTY BY THE CORPORATION. All property received by this Corporation in a fiduciary capacity shall be received either pursuant to a distribution from the estate of a decedent or pursuant to a trust agreement duly executed by the settlor and by this Corporation acting by its proper officers and shall be received only when the Corporation has either a beneficial, contingent or remainder interest in such property or when the beneficial interest of such property is owned by any other religious or charitable institution, non-profit corporation or association.

Section 6.02 ADMINISTRATION. Unless otherwise specifically directed in the instrument by which any property, real or personal, is given, granted, conveyed, transferred, bequeathed, devised, assigned to or otherwise vested in the Corporation, including but not limited to its capacity as fiduciary or otherwise, the appropriate committee is authorized to invest and reinvest the property thus received or the proceeds of any property thus received and to retain property thus received and investments heretofore or hereafter made if done in the exercise of that degree of judgment and care, under the circumstances then prevailing, which men of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation, but in regard to the permanent disposition of their funds, considering the probable income to be derived there from as well as the probable safety of their capital. The appropriate committee may employ such investment advisors and consultants as it desires to assist in its making investments, reinvestments and retention of investments.

Section 6.03 LOANS. No loans may be made to any Trustee of the Corporation.

Section 6.04 CERTAIN UNRESTRICTED FUNDS. With respect to investment of property and funds free of any standard of investment or over which the Trustees have power of appropriation, the appropriate committee may invest and reinvest such property and funds in such manner as the Trustees or any body formed by the Trustees thereto authorized may suggest or require, without reference to the standard provided by Section 6.02 of this Article.

Section 6.05 RESTRICTED FUNDS. Where the terms of the gift or the instrument by which property or funds are received by the corporation specify or limit the type of investments to be made with such property or funds, the investment or reinvestment of such property or funds shall be made in the discretion of the appropriate committee in accordance with the terms provided or limited in the instrument by which such property or funds are received.

Section 6.06 CUSTODIANS AND NOMINEE REGISTRATION. All investments and securities owned by the Corporation shall be held in the custody of a bank, or a trust company or other depositories as the Board of Trustees or the appropriate committee may approve or designate. Investments and securities owned by the Corporation may be held in the name of a nominee which may be the nominee of a bank, or a trust company or other depository in the name of whose nominee investments and securities of the Corporation are held first gives a bond or letter to the Corporation whereby it assumes full responsibility for the safe custody of the investments and securities and agrees to indemnify the Corporation and its Trustees and Officers and employees against any loss or claims by reason of such nominee registration or default or infidelity of such nominee, and if all such investments and securities shall be so designated upon the records of the bank, or trust company or other custodian that the ownership of the same in the Corporation shall clearly appear at all times.

ARTICLE VII. MISCELLANEOUS

Section 7.01 CORPORATE SEAL. The Corporation shall have a corporate seal with the words: "SUNRISE SPORTS FOUNDATION, INC., a Florida not-for-profit corporation".

Section 7.02 CHECKS. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board of Trustees may from time to time designate.

Section 7.03 CONTRACTS. Except as otherwise provided in these By-Laws, the Board of Trustees may authorize any Officer or Officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 7.04 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 Trustees may approve or designate, and all such funds shall be withdrawn only upon check signed by, or bearing the authorized facsimile signature of such one or more Officers or employees as the Board of Trustees shall from time to time determine. The name of accounts to which such deposits are made, and the name of the Corporation on checks drawn against such accounts may be "SUNRISE SPORTS FOUNDATION", and may include such accordance with the terms provided or limited in the instrument by which such property or funds are received.

ARTICLE VII. MISCELLANEOUS

Section 7.01 CORPORATE SEAL. The Corporation shall have a corporate seal with the words: "SUNRISE SPORTS FOUNDATION, INC., a Florida not-for-profit corporation".

Section 7.02 CHECKS. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board of Trustees may from time to time designate.

Section 7.03 CONTRACTS. Except as otherwise provided in these By-Laws, the Board of Trustees may authorize any Officer or Officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 7.04 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 Trustees may approve or designate, and all such funds shall be withdrawn only upon check signed by, or bearing the authorized facsimile

signature of such one or more Officers or employees as the Board of Trustees shall from time to time determine. The name of accounts to which such deposits are made, and the name of the Corporation on checks drawn against such accounts may be "SUNRISE SPORTS FOUNDATION", and may include such other words including the name of the Corporation and an appropriate designation to identify by purpose or otherwise.

Section 7.05 ANNUAL REPORT OF TRUSTEES. The Board of Trustees shall direct the President and Treasurer to present at a regular meeting of the Board in every year a report, verified by such Officers, showing in appropriate detail the following:

(1) The assets and liabilities, including the trust funds/ of the Corporation as of the end of the fiscal year immediately preceding the date of the report.

(2) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of this report.

(3) The revenue or eceipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report,

including separate data with respect to each trust fund held by or for the Corporation.

(4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation. The annual report shall be filed with the minutes of the meeting of the Board.

Section 7.06 AMENDMENT OF BY-LAWS. These By-Laws may be amended or repealed, or new By-Laws may be adopted either: (1) by the action of at least two-thirds of the Trustees present and voting at any duly-held regular or special meeting of the Trustees at which a quorum is present, if written notice of such proposed amendment, repeal or new By-Law is mailed to Trustees at least ten (10) days prior to the meeting, or (2) by the action at any regular meeting of a majority of all of the Trustees, where no notice of such proposed amendment, repeal or new By-Laws has been given.

APPROVED by the Board of Trustees of the Corporation, on the 9^th day of August, 2004.

Marjorie Lindsay, Secretary