BLANK - FL - Articles of Incorporation

EIN: _________________ - _______________________________ - Document #: __________________

Articles of Incorporation

For

____________________________________________________

The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of the State of Florida, do hereby certify:

Article I

Name

The name of the Corporation is:

____________________________________________

Article II

Principal Place of Business

The principal place of business address:

______________________

The mailing address of the corporation is:

______________________

Article III

Purpose

Said corporation is organized exclusively for:

CHARITABLE, RELIGIOUS, EDUCATIONAL, AND SCIENTIFIC PURPOSES, INCLUDING FOR SUCH PURPOSES, THE MAKE OF DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, OR THE CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE.

Article IV

Board of Directors

Section 1 — BOARD ROLE, SIZE AND COMPENSATION:

Role

The board is responsible for overall policy and direction of the organization, and assigns responsibility of day-to-day operations to the staff.

Size

The board shall have up to _________ , but not fewer than 3 members.

Compensation

Board members do not receive compensation, except the Executive Director.

a. The Executive Director receives reasonable compensation approved by the board in accordance with the Conflict of Interest policy.

b. Compensation shall be approved in advance of paying compensation.

c. The approval process will be documented in writing, recording the decision made by each individual.

d. Compensation amount will be approved by basing compensation of similarly situated taxable and tax-exempt organizations for similar services.

e. The information on which was relied to base and its source(s) will be documented in writing.

Section 2 – INITIAL DIRECTORS

The initial Board of Directors is as follows:

Name: ______________________ Address: __________________________________________________________________

Section 3 – POWERS

The Board of Directors shall govern the Corporation, and shall have all the rights and powers of a board of directors under the laws of the State of Florida and of the United States, as well as such other rights and authority as are herein granted. Such rights and powers shall include, but not be limited to, the power to adopt and amend the by-laws and other corporate governing documents, by a majority vote, in any way not inconsistent with the Articles of Incorporation, the laws of the State of Florida, or the laws of the United States.

Section 4 — TERMS:

All board members shall serve two-year terms, but are eligible for reappointment for up to five consecutive terms.

Section 5 — MEETINGS AND NOTICE:

The board shall meet at least quarterly, at an agreed upon time and place.

Section 6 — BOARD APPOINTMENT:

During the last quarter of each fiscal year of the corporation, the Executive Director of the Corporation shall appoint Directors to replace those whose terms will expire at the end of the fiscal year.

Section 7 — OFFICERS AND DUTIES:

There shall be a minimum of three officers of the board, consisting of a executive director, secretary and treasurer.

Section 8 — RESIGNATION, TERMINATION AND ABSENCES:

Resignation from the board must be in writing and received by the secretary. A board member can be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons at the sole discretion of the Executive Director.

Article V

Registered Agent

The name and Florida street address of the Registered Agent is:

______________________

I certify that I am familiar with and accept the responsibilities of registered agent.

Registered Agent Signature: ______________________

Article VI

Incorporator

The name and address of the incorporator is:

______________________

Electronic Signature of Incorporator: ______________________

I am the incorporator submitting these Articles of Incorporation and affirm that the facts stated herein are true. I am aware that false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to file an annual report between January 1st and May 1st in the calendar year following formation of this corporation every year thereafter to maintain “active” statutes.

Article VII

Effective Date

The effective date for this corporation shall be:

______________________

Article VIII

Limitations

At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof.

2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article IX

Dissolution of Assets

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, to the legitimate local government where the corporation dominantly served as determined by the Board of Directors for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article X

Debt Obligations and Personal Liability

No officer or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or directors be subject to the payment of debts or obligations of this corporation.

In witness whereof, we have hereunto subscribed our names this day of

____________________________ .

______________________ ______________________ ______________________

Executive Director Director Director