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UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE ENDOWMENT FUND, INC.
Charter No. 767721 - ARTICLES OF INCORPORATION
ARTICLE I
The name of the Corporation shall be: UNITARIAN UNIVERSALIST CHURCH
OF FORT LAUDERDALE ENDOWMENT FUND, INC.
ARTICLE II
The purposes for which the Corporation is organized are exclusively
religious, charitable, literary, and educational within the meaning of
section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding
provision of any future United States Internal Revenue law, and shall be
as follows:
To receive and maintain a fund or funds of real or personal prop-
erty, or both, and, subject to the restrictions and limitations set
forth, to use and apply to whole or any part of the income therefrom and
the principle thereof exclusively for charitable, religious and educa-
tional purposes either directly or by contributions to the UNITARIAN
UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA, INC.
No part of the assets or the net earnings of this Corporation shall
inure to the benefit of any private shareholder or individual: no
substantial part of the activities of this Corporation shall be carrying
on propaganda, or otherwise attempting, to influence legislation; and
this Corporation shall not participate in, or intervene in, any politi-
cal campaign on behalf of any candidate for public office.
As a means for accomplishing the forgoing purposes, the Corporation
shall have the following powers:
1. To accept, acquire, receive, take and hold by bequest, device,
grant, gift, purchase, exchange, lease, transfer, judicial order or
decree, or otherwise, for any of its objects and purposes, any property,
both real and personal, of whatever kind, nature, of description and
whatever situated.
2. To sell, exchange, convey, mortgage, lease, transfer, or other-
wise dispose of, any such property, both real and personal, as the
objects and purposes of the Corporation may require, subject to such
limitations as may be prescribed by law.
3. To borrow money, and, from time to time, to make, accept,
endorse, execute, and issue promissory notes and other obligations of
the Corporation for moneys borrowed or in payment for property acquired
or for any of the other purposes of the Corporation, and to secure pay-
ment of any such obligation by mortgage, pledge, deed, indenture, agree-
ment or other instrument of trust, or by other lien upon, assignment of,
or agreement in regard to all or any part of the property, rights, or
privileges of the Corporation wherever situated, whether now owned or
hereafter to be acquired.
4. To invest and reinvest its funds in such stock, common or pre-
ferred, bonds, debentures, mortgages, or in such other securities and
property as its Trustees shall deem advisable, subject to the limita-
tions and conditions contained in any bequest, devise, grant or gift.
5. To retain or to disburse and distribute property and funds in
accordance with the purposes of this Corporation and the specific direc-
tions of donors with regard to property donated by them, except where
such directions would impair the classifications of the Corporation as
an exempt non-profit organization under the laws of the United States or
the State of Florida.
6. Income earned shall not be accumulated, but the entire amount of
such income, less expenses, shall be turned over to an organization
which is exempt under Section 501(a) of the Internal Revenue Code of
1954, as amended.
7. No property or funds of this Corporation shall be disbursed or
distributed to any charitable, religious, or educational body, entity,
organization, group association, corporation, or fund without the writ-
ten consent of a majority of the Trustees of the UNITARIAN UNIVERSALIST
CHURCH OF FORT LAUDERDALE, FLORIDA, and the provisions of this paragraph
are not to limit in any way the power of this Corporation to make
investments or reinvestments of its property and funds.
8. In general, to execute such other powers which now are or
hereafter may be conferred by law upon a corporation organized for the
purposes hereinabove set forth, or necessary or incidental to the powers
so conferred, or conducive to the attainment of the purposes of the Cor-
poration, subject only to such limitations as are or may be prescribed
by law.
Notwithstandinq any other provision of these Articles, this orga-
nization shall not carry on any other activity not permitted to be car-
ried on by an organization exempt from income tax under section
501(c)(3) of the Internal Revenue Code of 1954 or the corresponding pro-
vision of any future United States Internal Revenue law.
ARTICLE III
Those persons who from time to time are voting members of the UNI-
TARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA, shall by reason
thereof be members of this Corporation, and membership in this Corpora-
tion shall terminate when any such person ceases to be a voting member
of the said UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA.
ARTICLE IV
This Corporation shall have perpetual existence.
ARTICLE V
The names and addresses of the subscribers to these Articles of
Incorporation are as follows: (Addresses omitted to save space) Gary N.
Jarvela, George H. Kip Barkley, Reynold W. Hyde, Walter W. Gorr, Mark L.
Myers, Jack S. Anker.
ARTICLE VI
The affairs of this Corporation shall be managed by Trustees of not
less than four (4) nor more than six (6) persons elected by the members
of the UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA. Except
for the initial terms hereafter determined, the term of office of each
of such Trustees shall be for three years, or until their successors are
elected.
The names and addresses of the persons who are to serve as Trustees
until the further election thereof, and the initial terms of said
Trustees are as follows; (Addresses omitted to save space)
One Year: Gary N. Jarvela George H. Kip Barkley
Two Years: Reynold W. Hyde Walter W. Gorr
Three Years: Mark L. Myers Jack S. Anker
An interim vacancy among the Trustees shall, until the next Annual
Meeting of the members of this Corporation, be filled by the vote of a
majority of the remaining Trustees.
All of the corporate powers, except as otherwise provided in these
Articles of Incorporation or by the laws of the State of Florida, shall
be and hereby are vested in and shall be exercised by the Trustees.
Agreement and action of a majority of said Trustees shall be binding
upon this Corporation.
ARTICLE VII
The Trustees shall at their Annual Meeting elect a President,
Treasurer, and Secretary who are authorized to act for the Corporation
and its Trustees. Such positions shall be held by different persons,
all of whom shall also be Trustees of this Corporation.
The names of Officers who are to serve until the first election
thereof are as follows: President - George H. Kip Barkley, Treasurer -
Mark L. Myers, Secretary - Walter W. Gorr.
ARTICLE VIII
In the event of dissolution, the residual assets of the organiza-
tion will be turned over to one or more organizations which themselves
are exempt as organizations described in sections 501(c) and 170(c)(2)
of the Internal Revenue Code of 1954 or corresponding sections of any
prior or future Internal Revenue Code, or to the Federal, State, or
local government for exclusive public purpose.
Upon the dissolution or the winding up of the affairs of this Cor-
poration, for whatever reason, its assets shall be first applied to the
payment of any liabilities and the balance thereof shall be distributed,
transferred, conveyed, delivered and paid over to the UNITARIAN UNIVER-
SALIST CHURCH OF FORT LAUDERDALE, FLORIDA, or to such other organization
as may be designated by the donor of a particular fund or property; pro-
vided, however, that any such organizations shall themselves be quali-
fied for exemption under Section 501(c) of the Internal Revenue Code of
1954, as amended.
In the event that the UNITARIAN UNIVERSALIST CHURCH OF FORT LAU-
DERDALE, FLORIDA, is no longer in existence when this Corporation is
dissolved or wound up, than this Corporation's assets shall be first
applied to the payment of any liabilities and the balance thereof shall
be distributed, transferred, conveyed, delivered and paid to the UNITAR-
IAN UNIVERSALIST ASSOCIATION, or to such other organization as may be
designated by the donor of a particular property; provided, however,
that any such organizations shall themselves be qualified for exemption
under Section 501(c)(3) of the Internal Revenue Code of 1954, as
amended.
This Article VIII shall not be subject to amendment.
ARTICLE IX
No person shall act or serve as a Trustee or Officer of this Cor-
poration while such person is serving as a Trustee or Officer of the
UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA. This Article
IX shall not be subject to amendment.
ARTICLE X
Amendment to these Articles of Incorporation shall be proposed and
adopted by two-thirds of the members of this Corporation present at a
legally constituted meeting of which at least fourteen (14) days' writ-
ten notice has been mailed to such members with a copy of the proposed
amendment.
ARTICLE XI
The By-Laws of this Corporation shall be made, and shall be subject
to amendment, by a two-thirds vote of the members of this Corporation
present at a legally constituted meeting of which at least fourteen (14)
days' written notice has been mailed to such members with a copy of the
proposed By-Laws or amendment.
ARTICLE XII
The initial principle office of this Corporation shall be located
at 300 South East Sixth Street, Fort Lauderdale, Florida.
Filed with the Florida Department of State, Division of Corpora-
tions, Charter Section, P.O.Box 6327, Tallahassee, FL 32301
(Phone:850/488-9000) on March 30, 1983.
This Charter was ratified by unanimous vote at a duly called meet-
ing of the membership 19 June 1983. Amended 13 November 1983. Amended
1 April 1984. Amended 3 November 1985.
___________________________ ATTEST: ________________________________
President Secretary
BY-LAWS OF THE
UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE ENDOWMENT FUND, INC.
as amended May 16, 2004
ARTICLE I - MEETINGS OF MEMBERS
SECTION 1. The UNITARIAN UNIVERSALIST CHURCH OF FORT
LAUDERDALE ENDOWMENT FUND, INC., Annual Meeting of members shall
be held at the same time, date and place of the Annual Meeting of
the UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA,
INC.
SECTION 2. Written notice of the Annual Meeting of the
UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA, INC.,
shall serve also as written notice of the Annual Meeting of this
Corporation.
SECTION 3. A Special Meeting of the members may be called
by the President, a majority of the Trustees or by any fifty (50)
members, and such meetings shall be held at the time and place
designated in written notice thereof to be received at least
fourteen (14) days prior to the date of the Special Meeting.
Such notices may be made part of any general newsletter or other
written material published and mailed by the UNITARIAN
UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA, INC.
SECTION 4. No quorum shall be required at the Annual
Meeting. A quorum at any Special Meeting or for the purpose of
altering the Charter or Bylaws shall consist of at least one-
quarter (1/4) of the qualified members. The acts of a majority
of members present at any meeting shall be binding upon the
Corporation.
SECTION 5. Robert's Rules of Order, Revised, shall serve as
a guide for the conduct of all meetings of this Corporation.
ARTICLE II - TRUSTEES
SECTION 1. All of the Corporate powers shall be exercised
by the Trustees subject to the delegation thereof to Officers to
be elected by said Trustees. Agreement and action of a majority
of said Trustees shall be binding upon this Corporation.
SECTION 2. The Annual Meeting of the Trustees shall be held
on the same date as, and immediately following, the Annual
Meeting of the members as set forth in Article I (1).
SECTION 3. A Special Meeting of the Trustees may be called
by the President or by a majority of the Trustees, and such
meeting shall be held at any time and place within Broward
County, Florida, as may be designated by the person or persons
calling such Special Meeting.
SECTION 4. Written notice of Annual or Special Meetings of
the Trustees is not required.
ARTICLE III - OFFICERS
SECTION 1. The Officers authorized to act for this
Corporation and for its Trustees shall be a President, Treasurer
and Secretary, together with such vice-officers or assistant
officers as the Trustees from time to time may deem necessary and
in the best interest of the Corporation. Such positions shall be
held by different persons, all of whom shall also be Trustees of
this Corporation.
SECTION 2. The Officers shall be elected by the Trustees at
their Annual Meeting for a term of one (1) year or until their
successors are elected. Any interim vacancy in the Officers'
positions shall be filled by action of the Trustees at a Special
Meeting thereof.
SECTION 3. The President shall preside at all meetings of
the Corporation and Trustees. He or she shall be an ex-officio
member of all committees.
SECTION 4. The Secretary shall transmit notice of, attend
and record the proceedings of all meetings of the members of the
Corporation and of the Trustees. He or she shall have custody of
the Seal of the Corporation.
SECTION 5. The Treasurer shall collect and receive all
monies to be paid to the Corporation, and he or she shall deposit
the same in the name of the Corporation in such depositories as
shall be designated by the Trustees. He or she shall give such
security as may be required by the Trustees for the faithful
performance of his or her duties and the cost of which shall be
borne by the Corporation.
ARTICLE IV - REPORTS
SECTION 1. The Officers and Trustees shall render an annual
financial report to the members at their Annual Meeting.
SECTION 2. The Officers and Trustees shall render such
additional reports as from time to time may be requested by a
majority of the members of the UNITARIAN UNIVERSALIST CHURCH OF
FORT LAUDERDALE, FLORIDA, INC.
ARTICLE V - NOMINATION AND ELECTION OF TRUSTEES
SECTION 1. A Nominating Committee consisting of the Minister,
President, and Chair of the Finance Committee of the UNITARIAN
UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA, INC., shall
prior to the Annual Meeting of the members nominate two (2)
persons each for the two (2) positions of Trustee who shall be
elected by the members at their Annual Meeting. A majority vote
of the Nominating Committee shall be conclusive as to Nominees of
the Committee. However, if the Nominating Committee fails to
nominate at least one full slate of candidates by March 15, the
Endowment Board of Trustees may also make nominations.
SECTION 2. Other nominations may also be made for candidates by
written petition signed by at least one (1) voting member
delivered to an Endowment Trustee at least twenty (20) days prior
to the date of the Annual Meeting, after which the Endowment
President shall give proper notice of such petition to the voting
members as time allows. Voting members may nominate themselves.
SECTION 3. There shall be absentee ballots for election and any
resulting runoff election of Trustees only. Such ballots shall
be issued by the Secretary of the Church Congregation, to voting
members, who are unable to attend because of bona-fide assignment
for this church on which they are engaged or other voting members
who because of extreme circumstances will be unable to attend,
and must be completed, signed, and in the hands of said Secretary
prior to the congregational meeting. At the annual Congregational
Meeting, if any candidates have not announced that they seek only
an unexpired term, the assignment of elected Trustees to fill
full terms shall be on the basis of higher vote than those
assigned to partial terms.
SECTION 4. Any incumbent Trustee is eligible for re-election for
an unlimited amount of terms.
ARTICLE VI - CHARTER DONORS
SECRION 1. Any person shall qualify as a Charter Donor by
donating a minimum of one thousand dollars ($1,000) for the purpose
of endowment of the UNITARIAN UNIVERSALIST CHURCH OF FORT
LAUDERDALE, FLORIDA, INC. To qualify, this donation must be made
following the adoption of these By-laws and prior to January 15,
1986. A contribution of twelve hundred dollars ($1,200) prior to
January 15, 1990 shall also qualify. The Secretary shall
maintain a record of all such Charter Donors.
These By-Laws were adopted by unanimous vote at a duly
called meeting of the membership 19 June 1983. Amended 13
November 1983. Amended 11 January 1987. Amended 20 May 1990.
Amended 16 May 1993, May 16, 2004..
______________________________ ATTEST: _______________________
President Secretary
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