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ARTICLES: ONE (Name) | TWO
(Statement o Corporation Nature) | THREE
(TERM) | FOUR (Membership) |
FIVE (Location of Principal Office and Identification of
Registered Agent) | SIX (Management of
Corporate Affairs) | SEVEN (Bylaws) |
EIGHT (Dedication of Assets) |
NINE (Dissolution) | TEN (Amendment of Articles)
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ARTICLES OF INCORPORATION
FLORIDA STATE BEEKEEPERS ASSOCIATION, INCORPORATED
A FLORIDA NOT FOR PROFIT CORPORATION
The name of this corporation is the FLORIDA STATE
BEEKEEPERS ASSOCIATION, INCORPORATED.
STATEMENT OF CORPORATION NATURE
This is a not for profit corporation organized to aid in
the development and promotion of practical beekeeping
methods in the State of Florida; to act in the interest
of beekeepers in carrying on statewide beekeeping
affairs; to aid in the exchange of mutual beekeeping
methods; and to act as the representative of Florida
beekeepers in state and national beekeeping affairs, as
well as educational and scientific purposes. In
addition, the Company is organized for the making of
distributions to organizations that qualify as exempt
organizations under Section 501(c)(5) of the Internal
Revenue Code, or the corresponding section of any future
federal tax code.
This corporation shall have a perpetual existence.
The corporation may have one or more classes of members.
Designation of classes, manner of election or
appointment, the duration of membership and
qualifications and rights, shall be set forth in the
bylaws of the corporation.
LOCATION OF PRINCIPAL OFFICE
AND IDENTIFICATION OF REGISTERED AGENT
A. The principal office and mailing address for the
transaction of the business of this corporation is to be
located at 308 13th Street West, Bradenton, Florida
34205, such place as determined by the corporation.
B. The name and address of this corporation's registered
agent is DAVID W. WILCOX, Esquire, 308 13th Street West,
Bradenton, Florida 34205.
MANAGEMENT OF CORPORATE AFFAIRS
A. BOARD OF MANAGERS. The powers of this
corporation shall be exercised, and its affairs
conducted by a Board of Managers. The number of Managers
of this corporation shall be ten (10), provided however,
that such number may be changed in accordance with the
bylaws of the organization.
B. ANNUAL MEETINGS. Annual meetings shall be held
on a date and time in the months of October or November
as set by the President or a majority vote of the
Any action required or permitted to be taken by the
Board of Managers under any provision of law may be
taken without a meeting, if a majority of the Board
shall consent in writing to such action. Such written
consent shall be filed with the minutes of the
proceedings of the Board, and any such action by written
consent shall have the same force and effect as if taken
by a vote of the Managers. Any certificate or other
document filed under any provision of law which related
to action so taken shall state that the action was taken
by written consent of the Board of Managers without a
meeting and that the articles of incorporation of this
corporation authorize the Managers to so act. Such a
statement shall be prima facie evidence of such
C. BOARD OF MANAGERS. The current Board of
Managers of the corporation are listed on Exhibit “A.”
D. CORPORATE OFFICERS. The Membership shall elect
such officers as the bylaws of this corporation may
Subject to the limitations contained
in the bylaws, and any limitations set forth in the
Florida Not for Profit Corporation Act concerning
corporate action that must be authorized or approved by
the members of the corporation, bylaws of this
corporation may be made, altered, rescinded, added to,
or new bylaws may be adopted, by a resolution of the
Board of Managers.
DEDICATION OF ASSETS
The property of this corporation is
irrevocably dedicated to charitable purposes and no part
of the net earnings of this corporation shall inure to
the benefit of any manager, officer, or member thereof,
or to the benefit of any private individual, 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 of this corporation.
A. Upon the dissolution of this
organization, assets shall be distributed for one or
more exempt purposes within the meaning of Section
501(c)(3) of the IRC, or corresponding section of any
future federal tax code, or shall be distributed to the
U.S. federal government, or to a state or local
government located in the U.S., for a public purpose.
Any such assets not disposed of shall be disposed of by
the appropriate court in the county in which the
principal office of the corporation is 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.
B. No part of the net earnings of the organization shall
inure to the benefit of, or be distributable to its
members, managers, officers, or other private persons,
except that the organization 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 the purpose
clause hereof. The organization shall not participate
in, or intervene in any political campaign on behalf of
any candidate for public office. Notwithstanding any
other provision of this document, the organization shall
not carry on any other activities not permitted to be
carried on by an organization exempt from federal income
tax under Section 501(c)(5) of the Internal Revenue
Code, or corresponding section of any future federal tax
AMENDMENT OF ARTICLES
Amendments to these articles of incorporation may be
made by the vote of a majority of a quorum of Managers
of the corporation at a meeting called for that purpose,
or as otherwise provided in the bylaws.
NOW, THEREFORE, I, the undersigned, being the
Secretary of this corporation, for the purpose of
amending the Articles of Incorporation, have executed
these Articles of Incorporation on the date indicated
STATE OF FLORIDA
COUNTY OF _______________
BEFORE ME, a Notary Public, appeared
___________________________, to me known to be the
person described as the incorporator, who executed the
foregoing Articles of Incorporation and said person did
acknowledge subscribing to same.
WITNESS my hand and official seal this _____ day
of ________________ , 2014.
ACCEPTANCE OF APPOINTMENT
AS REGISTERED AGENT
Having been named to accept service of process for the
above stated corporation, at the place designated in the
corporation's Articles of Incorporation, I hereby
acknowledge and accept the appointment and agree to act
in this capacity, and I further agree to comply with all
the provisions of all statutes relative to the proper
and complete performance of my duties.
DATED: ___________________ , 2014.
ARTICLES OF INCORPORATION |
FLORIDA STATE BEEKEEPERS ASSOCIATION, INCORPORATED
A FLORIDA NOT FOR PROFIT CORPORATION
ARTICLE I | ARTICLE II |
ARTICLE III |
| ARTICLE V |
| ARTICLE VII |
ARTICLE IX |
ARTICLE X | ARTICLE XI |
ARTICLE XII | ARTICLE
XIII | ARTICLE XIV
ARTICLE I - OFFICES
The principal office of the corporation and mailing address is
maintained at 308 13th Street West, Bradenton, Florida 34205.
The corporation may have or move offices to such places within
or without the State of Florida, or within or without the
United States as the Board may from time to time establish.
ARTICLE II - PURPOSE
This corporation has been organized to promote and carry on
scientific and educational activities including, but not
limited to, aiding in the promotion of practical beekeeping
methods in the State of Florida, to act in the interest of
beekeepers in carrying statewide beekeeping affairs, to aid in
the exchange of mutual beekeeping methods and to act as the
representative of Florida beekeepers in state and national
ARTICLE III - MANAGERS
1. BOARD OF MANAGERS
The business of the corporation shall be managed and its
corporate powers exercised by a Board of Managers, hereafter
referred to as the Board. The current number of Managers of
this corporation shall be ten (10), provided however, that
such additional Managers may be selected by and added to the
Board at any time.
Six (6) of the Managers shall be from and represent the six
(6) regions of the State with each region being represented by
one (1) Manager. The Board member Manager from each region
shall be elected by the Presidents of the local associations
located in that region. One (1) at large Manager shall be
elected by the Board.
The regions of the State will be defined by the Board from
time to time. The Board shall reapportion the regions at least
every five (5) years based on the number of member
associations. The President shall appoint a redistricting
committee which shall propose a redistricting plan and submit
same to the Board within 30 days of their appointment. Once
the plan is approved by the Board, the Board shall then notify
the membership of the approved redistricting plan and the
membership shall vote on the issue following appropriate
The additional three (3) Managers shall be the President, Vice
President and the Immediate Past President of the Association.
The Immediate Past President shall vote only in the case of a
2. ELECTION AND TERM OF MANAGERS
Managers shall serve two (2) year terms and may be re-elected
without limitation. The Board may establish staggered terms
for members of the Board of Managers. Managers shall hold
office until their successor has been elected and qualified,
or until their prior resignation or removal.
If the office of any Manager, member of a committee or other
office becomes vacant, the President may appoint any qualified
person to fill such vacancy, who shall hold office for the
unexpired term and until his successor shall be duly
qualified. Any such appointment shall be ratified by a
majority vote of the Board at the next regular meeting of the
4. REMOVAL OF MANAGERS
Any or all of the Managers may be removed with or without
cause by vote of a majority of all the Managers entitled to
vote at a special meeting of Managers called for that purpose.
5. NEWLY CREATED MANAGERS
The number of Managers may be increased by the affirmative
vote of a majority of the Managers at a regular meeting or a
special meeting called for that purpose. Such new Managers
will be chosen to hold office until the next annual election
and until their successors are elected and qualified..
A Manager may resign at any time by giving written notice to
the Chairman of the Board. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof
by the Chairman of the Board.
A majority of the Managers including either the President or
Vice President shall constitute a quorum for the transaction
of business. If at any meeting of the Board there shall be
less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is
8. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meetings at the office of the
corporation or at such other places either within or without
the State of Florida, or within or without the United States
as it may from time to time determine. Meetings shall be
noticed no less than seven (7) days prior to the meeting date.
Agendas shall be provided electronically at least 48 hours
prior to the meeting.
9. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held in October
or November of each year as designed by the President. Regular
meetings will be held in such place and time is set by the
President and noticed by the Secretary.
10. NOTICE OF MEETINGS OF THE BOARD
Special meetings of the Board shall be held upon notice to the
Managers and may be called by the President upon three (3)
days notice to each Manager either personally or by mail,
phone, fax or by email. Special meetings may also be called on
written request of two Managers. Notice of a meeting need not
be given to any Manager who submits a Waiver of Notice whether
before or after the meeting or who attends the meeting without
protesting prior thereto or at its commencement, the lack of
11. EXECUTIVE AND OTHER COMMITTEES
The President, the Vice President, two additional Board Member
elected by the Board shall compose the Executive Committee,
which may exercise the powers of the Board in the management
of the business of the corporation. The President may appoint
Board Members to such Committees as the President shall deem
(a) No compensation shall be paid to Managers, as such, for
their services, but by resolution of the Board reimbursement
of expenses incurred by the Managers may be authorized.
Nothing herein contained shall be construed to preclude any
Managers from serving the corporation in any other capacity
and receiving compensation therefor.
(b) In compensating officers, managers, trustees, highest
compensated employees, and highest compensated independent
contractors, the following practices will be used: (i)
individuals that approve compensation arrangements will follow
a conflict of interest policy; (ii) compensation arrangements
will be approved in advance of paying compensation; (iii)
compensation arrangements will be documented in writing; (iv)
the decision made by each individual who voted on the
compensation arrangement will be recorded; (v) compensation
arrangements will be similar to other similar organizations in
this area; and (vi) record in writing the information on which
the company based its decision. A conflict of interest policy
may be adopted by the Board.
The Board is required to meet at least once a year in person,
but may meet as needed and may vote by electronic or
telecommunicative means. Board Members who do not attend at
least one (1) meeting per year may be subject to removal from
Meetings of the Board and all Committees shall be conducted in
accordance with Robert’s Rules of Order, as amended..
ARTICLES IV - OFFICERS
1. OFFICERS, ELECTION AND TERM
a) The Membership will elect a President, and a Vice-President
at the Annual Meeting, and the President may appoint a
Secretary, a Treasurer and such other officers as the
President may determine who shall have such duties and powers
and shall be approved by the Board. .
The President shall appoint a Nominating Committee at least
sixty (60) days prior to the Annual Meeting and the Committee
shall present the names of the nominees at least thirty (30)
days prior to the Meeting. The Board shall notify the
membership of the names of the nominees. A President and a
Vice President shall be elected from the nominees at the
b) Officers shall be elected or appointed to hold office until
the meeting of the Board following the next annual Board
meeting and until their successors have been elected or
appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a) Any officer elected or appointed by the Board may be
removed by the Board with or without cause.
b) In the event of the death, resignation or removal of an
officer, the President of the Board may appoint a successor to
fill the unexpired term.
c) The Secretary and Treasurer may, but need not, be held by
the same person.
d) The salaries of all officers shall be fixed by the Board,
e) The Managers may require any officer to give security for
the faithful performance of his duties.
The President shall be Chairman of the Board and shall preside
at all meetings of the Board and shall have and perform such
other duties as from time to time may be assigned to him by
the Board or the executive committee.
The President shall be the chief executive officer of the
corporation and shall have the general powers and duties of
supervision and management usually vested in the office of
President of a corporation. He shall preside at all meetings
of the members, if any, and in the absence or non-election of
the chairman of the Board, at all meetings of the Board, and
shall have general supervision, direction and control of the
business of the corporation. Except as the Board shall
authorize the execution thereof in some other manner, he shall
execute bonds, mortgages and other contracts in behalf of the
corporation and shall cause the seal to be affixed to any
instrument by the signature of the secretary or the treasurer
or an assistant secretary or an assistant treasurer.
During the absence or disability of the President, the
Vice-President, shall have all the powers and functions of the
president. The Vice-President shall perform such other duties
as the Board shall prescribe.
The Secretary shall attend all meetings of the Board and of
the members, record all votes and minutes of all proceedings
in a book to be kept for that purpose, give or cause to be
given notice of all meetings of members and of special
meetings of the Board, keep in safe custody the seal of the
corporation and affix it to any instrument when authorized by
the Board, when required keep all the documents and records of
the corporation as required by law or otherwise in a proper
and safe manner, and perform such other duties as may be
prescribed by the Board or assigned to him by the president.
The Secretary may, but need not be a member of the Board.
The Treasurer shall have the custody of the corporate funds
and securities, keep full and accurate accounts of receipts
and disbursements in the corporate books, deposit all money
and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the
Board, disburse the funds of the corporation as may be ordered
or authorized by the Board and preserve proper vouchers for
such disbursements, render to the President and Board at the
regular meetings of the Board and the annual meeting, or
whenever they require it, an account of all his transactions
as Treasurer and of the financial condition of the
corporation, render a full financial report at the annual
meeting of the members if so requested, be furnished by all
corporate officers and agents at his request with such reports
and statements as he may require as to all financial
transactions of the corporation, and perform such other duties
as are given to him by these by-laws or as from time to time
are assigned to him by the Board or the president. The
Treasurer may but need not be a member of the Board.
8. SURETIES AND BONDS
In case the Board shall so require, any officer or agent of
the corporation shall execute to the corporation a bond in
such sum and with such surety or sureties as the Board may
direct, conditioned upon the faithful performance of his
duties to the corporation and including responsibility for
negligence and for the accounting for all property, funds or
securities of the corporation which may come into his hands.
ARTICLE V - CORPORATE SEAL
The seal of the corporation shall be circular in form and bear
the name of the corporation, the year of its organization and
the words "CORPORATION NOT FOR PROFIT, FLORIDA." The seal may
be used by causing it to be stamped in ink or impressed
directly on the instrument or writing to be sealed, or upon
adhesive substance affixed thereto. The seal on the
certificates for shares or on any corporate obligation for the
payment of money may be facsimile, engraved or printed.
ARTICLE VI - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such
officer or officers or other person or persons as the Board
may from time to time designate. All corporate documents may
be signed in one or more counterparts.
All checks, drafts or other 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
shall be determined from time to time by resolution of the
ARTICLE VII - FISCAL
The fiscal year shall be the same as the calendar year
beginning in 2014, but a different fiscal year may be adopted
by the Board at any time.
ARTICLE VIII - NOTICE AND WAIVER OF
Whenever any notice is required by these By-Laws to be given,
personal notice is not meant unless expressly so stated, and
any notice so required shall be deemed to be sufficient if
given by depositing the same in a US post office box in a
sealed post-paid wrapper, addressed to the person entitled
thereto at his last known post office address, or by courier,
fax or email to the last known addresses, and such sending
shall be deemed to have been given on the day of such sending
or transmission. Members not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise
provided by Statute.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Articles
of Incorporation of the corporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated
therein shall be deemed equivalent thereto.
ARTICLE IX - CONSTRUCTION
Whenever a conflict arises between the language of these
By-Laws and the Articles of Incorporation, the Articles of
Incorporation shall govern. This document shall be construed
in accordance with the laws of the State of Florida, and venue
of any action concerning same shall be in the appropriate
Court in Florida or the U.S. District Court for the Middle
District of Florida, Tampa Division.
ARTICLE X - BUSINESS WITHOUT MEETING
Any action of the members, managers or committees may be taken
without a meeting if consent in writing, setting forth the
action so taken, shall be signed by all persons who would be
entitled to vote on such action at a meeting and filed with
the Secretary of the corporation as part of the proceedings of
ARTICLE XI - AMENDMENTS
These By-Laws may be altered, amended, or repealed and By-Laws
may be made upon 30 day notice at any annual meeting of the
Board or at any special meeting thereof if notice of the
proposed alteration or repeal to be made is contained in the
notice of such special meeting, by the affirmative vote of a
majority of the Board entitled to vote thereat, or by the
affirmative vote of a majority of the Board at any regular
meeting of the Board or at any special meeting of the Board if
notice of the proposed alteration or repeal to be made be
contained in the notice of such special meeting.
ARTICLE XII - INDEMNIFICATION
Each person, his heirs, executors, administrators, or estate,
(1) who is or was a Manager or officer of the Corporation (2)
who 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) who is or was serving at the request of
the Corporation as its representative in the position of a
Manager, 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
legislation or by current or future judicial or administrative
decision, against any fine, liability, cost or expense,
including attorneys' fees, asserted against him or incurred by
him in his capacity as Manager, officer, agent, employee or
representative, or arising out of his status as Manager,
officer, agent, employee or representative. The foregoing
right of indemnification shall not be exclusive of other
rights to which those seeking an indemnification may be
entitled. 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 indemnify
him against that liability.
ARTICLE XIII – DISSOLUTION
Dissolution of the corporation shall be in accordance with the
requirements of Chapter 617, Florida Statutes, including but
not limited to the requirement that the assets of the
corporation be distributed for an exempt purpose described in
Section 501(c)(3), IRC, or to the federal government, or to a
state or local government for a public purpose.
ARTICLE XIV –
There shall be four (4) classes of membership in the
1. Individual members shall be those persons who have
completed the required application and who have paid their
annual dues. Dues for Individual members shall be set by the
2. Association members shall be those local associations who
have completed the required application and shall have paid
their annual dues. Dues for Association members shall be set
by the Board.
3. Life members shall be those persons recognized by the Board
who shall have made a donation to the Corporation in cash or
in kind (one ten frame hive) of a value set by the Board.
4. Extra-Miler members shall be those persons recognized by
the Board who shall have made a donation to the Corporation in
cash or in kind (two ten frame hives) of a value set by the
5. Membership classifications and dues may be changed at any
time by the Board..
Date adopted: February 22, 2014.