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Charter No. 767721 of
as amended November 3, 1985
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ARTICLE I |
The name of the Corporation shall be: UNITARIAN UNIVERSALIST CHURCH
OF FORT LAUDERDALE ENDOWMENT FUND, INC.
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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
property, 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
educational 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
political 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
otherwise 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
payment of any such obligation by mortgage, pledge, deed, indenture,
agreement 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
preferred, bonds, debentures, mortgages, or in such other securities and
property as its Trustees shall deem advisable, subject to the
limitations 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
directions 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
written 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
Corporation, subject only to such limitations as are or may be prescribed
by law.
Notwithstandinq any other provision of these Articles, this
organization shall not carry on any other activity not permitted to be
carried on by an organization exempt from income tax under section
501(c)(3) of the Internal Revenue Code of 1954 or the corresponding
provision of any future United States Internal Revenue law.
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ARTICLE III |
Those persons who from time to time are voting members of the
UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA, shall by
reason thereof be members of this Corporation, and membership in this
Corporation shall terminate when any such person ceases to be a voting
member of the said UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE,
FLORIDA.
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ARTICLE IV |
This Corporation shall have perpetual existence.
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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.
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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.
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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.
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ARTICLE VIII |
In the event of dissolution, the residual assets of the
organization 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
Corporation, 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 UNIVERSALIST CHURCH OF FORT LAUDERDALE, FLORIDA, or to such
other organization as may be designated by the donor of a particular
fund or property; provided, however, that any such organizations shall
themselves be qualified 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
LAUDERDALE, 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
UNITARIAN 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.
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ARTICLE IX |
No person shall act or serve as a Trustee or Officer of this
Corporation 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.
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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'
written notice has been mailed to such members with a copy of the
proposed amendment.
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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.
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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
Corporations, 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
meeting of the membership 19 June 1983. Amended 13 November 1983.
Amended 1 April 1984. Amended 3 November 1985.
___________________________ ATTEST: ________________________________
President Secretary
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