Loading...
ARTICLES OF INCORPORATION I I August 14, 1992 GOTTLIEB & GOTTLIEB, P.A. 2475 ENTERPRISE RD. SUITE 100 CLEARWATER, FL 34623 Dear Sirs: The Articles of Incorporation for YOUTH BUILDERS OF CLEARWATER; INC. were filed on August 10, 1992, and assigned document number N50349. Your check for $122.50 covering the various fees has been received. Enclosed is the certification you requested. A corporation annual report will be due this office between January 1 and May 1 of next year. A Federal Employer Identification (FEI) number will be required before this report can be filed. Please apply NOW with the Internal Revenue Service by calling 1-800-829-3676 and requesting form SS-4. Please be aware if the corporate address changes, it is the responsibility of the corporation to notify this office. Should you have questions regarding corporations, please contact us at the address given below. BRENDOL YN BRUTON New Filings Section Division of Corporations Division of Corporations, PO Box 6327, Tallahassee, Florida 32314 ~~~~~~~~~~~~~~~~~~~~ .~~~~~~~~~~~~~~~~~~~~~~ a R ?nC ?n~ ~ ~ ~ ~ R~u~ ~UQ ~c ~c ~a.:! c,O\:! ~ lllrp~rtt1lrnt of ~tntr ~ ~ ~ ~-uO ~~Q ~c ~c Cia.:! c,O\:! ~ I certify that the attached..\is> a true and correct copy of the ~ ~ Articles of In99c,1:'prflt(qj,l,r,of X9lJIH"SUIL.DERS OF CLEARWATER, INC" ~ ~ a corporatjonY<if>~~~if:~ undert~eLa\Ns of the State of Florida, filed ~ I on AU9ust <10;,,'99:2;.s shown by the records of this office. I ~ ~ ~ The document number of this corporation is N50349. ~ ~ ~ ~ ~ ~Qo ~~Q ~C ~C c,O~ (jO~ ~-Uo ~~UQ ~C ~C ClO~ ~O\:J ~-Oo ~~~ ~C ~C c,O\:J ~n~ R-OQ ~~U~ ~C ~C ~O\:J ~n\:J R~ ::-~~ ~C ~C ~O~ ~n~ ~-O~ ~-U~ ~C ~C CtO~ ~n~ ~ ~ ~ ~ibrt1 unbrr mp banb anb tbr ~ ~ ' ~rrat ~ral of tbr ~tatr of jf(oriba, ~ ~ at ~llabassrr, tbr (Capital, tbis tbr ~ ~ 14th bap of August, 1992. ~ ~ ~ ~ ~ ~ ~ ~ () . . ~ R ~ ~ ~ .,~-~~ ~ ~ ~ 9O/)WE~ 31im ~mitly ~ ~ CR2E022 (2-91) ~erretnr~ of ~tllte ~ ~~~~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~ .J I I FOR ...9... 'i:-' /' '-f:', ~ ..-<\ 1: S~)'~ /( .( 1,..<,\ /' .A 4',' 0 <"" *'.~",J', ,~ '() .. .0' '-~ ~n <--; '~'.. ,.<), ~(1./' .......... L<,,:I !").. -/ ','{'-A\ t,..~ '..~~ ./' ,/"') ..-1' t..? (...;0' /~ 0(" ~ ARTICLES OF INCORPORATION YOUTH BUILDERS OF CLEARWATER, INC. I. CORPORATE NAME - The name of the Corporation is: Youth Builders of Clearwater, Inc. II. PRINCIPAL OFFICE - The mailing address of this corporation shall be: P.O. Box 4748 Clearwater, Florida 34618-4748 ill. PURPOSES - The Corporation is organized exclusively for charitable purposes within the meaning of ~170 and ~501(c)(3) of the Internal Revenue Code of 1986, as now in effect or afterwards amended, but more specifically, to provide decent housing that is affordable to low and moderate-income people; provide a stimulus for disadvantaged youths of Pinellas County, Florida, age 14-23 years, to become viable members of their communities by providing a structure which concentrates on two general components, economic and education; and, to contract with organizations, for- profit, and not-for-profit, with individuals, and with government agencies in furtherance of these purposes. IV. MANNER-OF ELECTION OF DIRECTORS - The Directors shall be elected or appointed as provided in the bylaws of the Corporation. v. LIMITATION OF CORPORATE POWERS - The corporate powers of the Corporation are as provided in ~617.0302, Florida Statutes, except that notwithstanding such powers, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under ~501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law. No part of the net earnings of this Corporation shall inure to, or be payable to, or for the benefit of, any private shareholder or individual, and no substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation. No part of the activities of this Corporation shall be the participation or intervention (including the publishing or distributing of statements) in any political campaign on behalf of any candidate for public office. This Corporation shall not discriminate on the basis of race, color, religion, sex, national origin, age or handicap. I I VI. INCORPORA TOR - The name and street address of the incorporator to these Articles of Incorporation are: GOTILIEB & GOTILIEB, P.A. Attorneys and Counselors at Law 2475 Enterprise, Suite 100 Clearwater, Florida 34623 VIT. INITIAL REGISTERED AGENT AND ADDRESS - The name and address of the initial registered agent is: GOTTLIEB & GOTTLIEB, P.A. Attorneys and Counselors at Law 2475 Enterprise, Suite 100 Clearwater, Florida 34623 IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on August 4, 1992. Incorporator By: STATE OF FWRIDA ) COUNTY OF PINELLAS ) ss. The foregoing Articles of Incorporation were acknowledged before me on August 4, 1992, by Richard Gottlieb, who was personally known to me, and did not take an oath. -Z~:::].f. F;._111 ~ Notary Public ..~'SA~r',;:,", KATHLEEN H. FARNHAM "'A"V' I-: . :_~ /.Iy COMMISSION' co 202901 %.i., {~j EXPIRES: May 20, 1996 .'.'l..iif.:f'::<f.... Bo.'ldod Thru Notllry f'ut\Oc UndoIWlllBrl I I YOUTH BUILDERS OF CLEARWATER, INC. BYLAWS I. OFFICES The principal office of this corporation in the State of Florida shall be located in the City of Clearwater or St. Petersburg. The corporation may have such other offices within the County of Pinellas, State of Florida, as the Board of Directors may from time to time determine. n. MEMBERSHIP The corporation shall have not less than three (3) members. Each member shall be entitled to one vote. The board of directors shall from time to time prescribe the form and manner in which application may be made for membership. ID. MEETINGS OF MEMBERS A. Annual Meeting - The annual meeting of the members of Youth Builders of Clearwater shall be held during the fourth (4th) month following the close of the corporation's fiscal year, at a time and place designated by the board of directors of the corporation. Business transacted at the annual meeting shall include the election of directors of the corporation. B. Special Meetings - Special meetings of the members shall be held when directed by the president or the board of directors, or when requested in writing by not less than fifty percent (50%) of the members. The call for the meeting shall be issued by the secretary, unless the president, board of directors or members requesting the meeting shall designate another person to do so. c. Quorum and Voting - A majority of the members, represented in person or by proxy, shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of a majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless otherwise provided by law. IV. DIRECTORS A. Number - The authorized number of directors of this corporation shall be all the members of the corporation, along with any additional individuals who may be elected or appointed by the board as directors, but who are not admitted as members. I I B. Qualifications of Directors - Except as set forth in Article IV, section (A) herein, directors must be members of the corporation and must be Florida residents. At least one-third of the directors shall be residents of low-income neighborhoods, other low-income community residents, or elected representatives of low-income neighborhood organizations. No more than one-third of the board's membership may be appointed by the State or local government; and, the board members appointed by the State or local government may not, in turn, appoint the remaining two-thirds of the board members. No more than one-third of the board of director's members may be public officials. c. Election and Term - Each person named in the Minutes of the Organization- al Meeting of the Sole Incorporator and of the Board of Directors of Youth Builders of Clearwater, Inc., as an initial member of the board of directors shall hold office until the first annual meeting of members, and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office or death. At the first annual meeting of members and at each annual meeting thereafter the members shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for a term for which he is elected and until his or her successor shall have been elected and qualified, or until his or her earlier resignation, removal from office or death. D. Function - All corporate powers shall be exercised by or under the authority of the board of directors. The business and affairs of the corporation shall be managed under the direction of the board of directors. The board shall provide a formal process for low-income program beneficiaries to advise the corporation in all of its decisions regarding the design, siting, development, and management of all HOME-assisted (U.S. Department of Housing and Urban Development) affordable housing projects. E. Compensation - The board of directors shall serve without compensation from the corporation. F. Vacancies - any vacancy occurring in the board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the members or his or her earlier resignation, removal from office or death. G. Removal of Directors - At a meeting of members called expressly for that purpose, any director, or the entire board of directors, may be removed, with or without cause, by a vote of the majority of the members. H. Quorum and Voting - A majority of the board of directors, represented in person or by proxy, shall constitute a quorum at a meeting of the board. If a quorum is present, the affirmative vote of a majority of the directors represented at the meeting I I and entitled to vote on the subject matter shall be the act of the board of directors, unless otherwise provided by law. I. Executive and Other Committees - The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the board of directors, except as is provided by law. J. Time and Place of Meetings - The board of directors shall hold regular meetings at least once each calendar quarter at such time and place as the board may determine. Special meetings may be called by the president or upon written request of any three (3) directors. v. OFFICERS A. Officers - The officers of this corporation shall consist of a president, a vice-president, and a secretary/treasurer, each of whom shall be elected by the board of directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors from time to time. Any two or more offices may be held by the same person. B. Duties - The officers of this corporation shall have the following duties: 1. the president shall be the chief executive officer of the corporation, and shall have general and active management of the business and affairs of the corporation subject to the directions of the board of directors. The president shall preside at all meetings of the members and board of directors. 2. The vice-president shall assist the president in the general and active management of the business and affairs of the corporation and, in the absence of the president shall assume general and active management of the business and affairs of the corporation, and preside at all meetings of the members and board of directors. 3. The secretary shall have custody of, and maintain, all of the corporate records (except the financial records). The secretary shall record the minutes of all meetings of the shareholders and board of directors, send all notices of all meetings and perform such other duties as may be prescribed by the board of directors or the president. 4. The treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of shareholders and whenever else required by the board of directors or the president, and shall perform such other duties as may be prescribed by the board of directors or the president. I I VI. INDEMNIFICATION A. Each person, his or her heirs, executors, administrators or estate who: 1. Is or was a member, director, or officer of the corporation; or, 2. Is or was an agent or employee of the corporation other than an officer and as to whom the corporation has agreed to grant indemnity; or, 3. Is or was serving at the request of the corporation as its representative in the position of a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise and as to whom the corporation has agreed to grant indemnity shall be indemnified by the corporation as of right to the fullest extent permitted or authorized by current or future laws or by current or future judicial or administrative decisions, against any fine, liability, cost or expense, including attorneys' fees, asserted against him or her or incurred by him or her in his or her capacity as director, officer, agent, employee or representative, arising out of his or her status as director, officer, agent, employee or representative. B. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. C. The corporation may maintain insurance, at its expense, to protect itself and any such person against any fine, liability, cost or expense, whether or not the corporation would have the legal power to directly indemnity him or her against that liability. VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS A. Contracts - The board of directors may, by resolution duly adopted, authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific circumstances. B. Gifts and Contributions - the board of directors or an executive committee may: 1. Accept on behalf of the corporation any contribution, gift, bequest, or devise of any type of property ("donations"), for the general and special charitable purposes of the corporation, on such terms as the board or committee shall approve; . 2. Hold such funds or property in the name of the corporation or of such nominee or nominees as the board or committee may appoint; 3. Collect and receive the income from such funds or property; J I I 4. Devote the principal or interest from such donations to such benevolent and charitable purposes as the board or committee may determine; and, 5. Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate and after approval of such agreement by the board or committee, devote the principal or income from that donation according to the agreement. C. 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. D. Checks, Drafts, and Orders for Payment - 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 the board of directors shall from time to time by resolution determine. In the absence of such determination, such instruments shall be signed by the treasurer and countersigned by the president or vice-president of the corporation. VID. AMENDMENT A. Subject to the articles of incorporation, these bylaws, and the Florida Not For Profit Corporation Act, concerning corporate action that must be authorized or approved by the members of the corporation, the bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted, by majority vote of the directors if notice of the proposed action was included in the notice of the meeting or is waived in writing by all of the directors. IX. GENERAL PROVISIONS A. Corporate Seal - The board of directors shall adopt, but need not use, and may thereafter alter, a corporate seal. The words Corporate Seal or their equivalent may be used as a facsimile or as the actual seal. B. Parliamentary Authority - The rules contained in the current edition of Robert's rules of Order. Newly Revised, shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that may be adopted. THESE BYLAWS WERE DULY ADOPTED ON: October 8, 1992.