Charter No. 767721 of
Unitarian Universalist Church of Fort Lauderdale (UUCFL)
Endowment Fund, Inc. Articles of Incorporation
as amended November 3, 1985
The name of the Corporation shall be: UNITARIAN UNIVERSALIST CHURCH OF FORT LAUDERDALE ENDOWMENT FUND, INC.
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.
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.
This Corporation shall have perpetual existence.
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.
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.
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.
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.
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.
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.
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.
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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