ARTICLES OF INCORPORATION OF
FRIENDS OF BLUE SPRING STATE PARK, INC.
(a corporation not for profit)
WE, the undersigned with other persons being desirous of forming a corporation for charitable and educational purposes under the provisions of Chapter 617 of the Florida Statutes, do agree to the following:
ARTICLE I
Corporate Name
The name of this corporation is: Friends of Blue Spring State Park, Inc.
ARTICLE II
Purposes
This is a corporation not-for-profit organized exclusively for public charitable and educational purposes under Section 501( C)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code. Specifically, this not-for-profit corporation is organized to function as a citizen support organization for that certain Florida State Park known as Blue Spring State Park and any and all entities, properties, and areas which now or in the future are managed by or in conjunction with Blue Spring State Park in order to generate and create additional resources and support for, and in the best interest of, the Park through events and activities, including but not necessarily limited to the following: work for the preservation, protection, interpretation and promotion of the Park; through special work projects, special programs, special events, outreach programs, educational activities and communications, special exhibits, interpretive programs, fund raising activities and events, guided tours, and additional activities or events which are designed to meet the needs of the Park.
ARTICLE III
Duration
This corporation shall exist perpetually from and after the date on which these Articles are filed with the Department of State, unless sooner dissolved voluntarily or by law.
ARTICLE IV
Management of Corporate Affairs
The powers of this Corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Directors. The Board of Directors shall be elected as set forth in the By-Laws of the Corporation.
The number of directors of this corporation shall be nine (9), provided however, that such number may be changed by a majority vote of the Board of Directors present and entitled to vote at a meeting, and further provided that there shall be not less than five (5) directors. The directors hereinafter named shall hold office until the first annual meeting, at which time new directors will be elected. The names and addresses of such initial directors are provided under Article XII.
ARTICLE V
Resident Agent and Office
The street address of the initial registered office is: 2100 West French Avenue, Orange City, Florida 32763; and the name of the initial registered agent at such address is: Arnold Kuenzler.
ARTICLE VI
Membership
The Board of Directors of the Corporation shall have the power to admit members to the Corporation in such manner, subject to such qualifications, and upon such terms and conditions as may be provided from time to time in the By-Laws of the Corporation.
ARTICLE VII
Amendment of the By-Laws
By-Laws of the Corporation may be made, altered, rescinded or added to by a majority vote of the membership present and entitled to vote thereon any duly called general membership meeting of the Corporation upon 21 days notice of the proposed amendments.
ARTICLE VIII
Amendment of the Articles on Incorporation
Amendments to these Articles of Incorporation may be made by a majority vote of the membership present and entitled to vote at any duly called general membership meeting of the Corporation upon 21 days notice of the proposed amendments.
ARTICLE IX
Dedication of Assets
The property of this Corporation is irrevocably dedicated to educational and charitable purposes as set forth above, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private individual.
ARTICLE X
Earnings and Activities of the Corporation
(a) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, 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 set forth in Article II hereof.
(b) No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office
(c ) Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (2) by a corporation, contributions to which are deductible under Section 170 (c ) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue Law.)
(d) Notwithstanding any other provision of these articles, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpose of this Corporation.
ARTICLE XI
Distribution of Assets
In the event of dissolution or other termination of the corporation, title to all of its assets shall vest in the Department of Environmental Protection of the State of Florida, or its successor, to be used exclusively for the purposes hereinabove set forth, if being intended that no distribution or payment shall be made which will impair of destroy the tax exempt status of the corporation or which will result in the denial of tax exempt status to donations, contributions, legacies or dues received by this corporation to the extent that such tax exempt status shall be allowed under any applicable law or regulation.
ARTICLE XII
The names and addresses of the Board of Directors
The names and residence addresses of the members of the initial Board of Directors of the Corporation are:
1. Arnold Kuenzler, 2754 Call Ave., Orange City, FL 32763
2. Ron Woxberg, P.O. Box 521673, Longwood, FL 32752-1673
3. Melissa Gibbs, c/o Stetson University, 421 N. Woodland Blvd., DeLand, FL 32720
4. Wayne Johns, P.O. Box 741600, Orange City, FL 32763
5. Randy Marshall, 301 N. Volusia Ave., Orange City, FL 32763
6. Susan Wilde, 202 N. Volusia Ave., DeLand, FL 32720
7. Monica Ross, 13013 Jesup Woods Ct., Orlando, FL 32824
8. Joe Detrick, 1911 S. French Ave., Sanford, FL 32771
9. Tom Johnson, 4555 Heritage Oak Drive, Orlando, FL 32808
ARTICLE XIII
Name and Address of Undersigned Incorporator
The name and address of the undersigned incorporator is:
Arnold Kuenzler, 2754 Call Ave., Orange City, FL 32763
The undersigned incorporator has executed these Articles of Incorporation this
______ Day of ___________________, 2003.
_____________________________________
STATE OF FLORIDA
COUNTY OF Volusia
The forgoing instrument was acknowledged before me this _____ day of
________________ 2003, by Arnold Kuenzler, who is personally known to me or has produced ______________________________ as identification.
NOTARY PUBLIC:
Sign: __________________________
Print: __________________________
State of Florida at Large
(Seal)
My Commission Expires
Title/Rank: ______________________
Commission Number
CERTIFICATE DESIGNATING AGENT UPON WHOM PROCESS MAY BE SERVED AND THE PLACE OF BUSINESS OR DOMICILE FOR
THE SERVICE OF PROCESS WITHIN THE STATE OF FLORIDA
In pursuance of Section 48.091 and Section 607.034(3), Florida Statutes, the following is submitted in compliance with said sections:
Friends of Blue Spring State Park Inc. desiring to organize under the laws of the State of Florida with its principal office as indicated in the Certificate of Incorporation, at Orange City, Volusia County, State of Florida, has named Arnold Kuenzler as its registered agent to accept service of process at its office within this state, who is located at 2100 West French Avenue, Orange City, Florida 32763.
Having been named as the registered agent for the above Corporation for the purpose of accepting service of process at the registered office designated in this certificate, I hereby accept such appointment and agree to act in such capacity. I agree to comply with the provisions of said sections relative to keeping open the registered office.
Registered Agent _______________________
Date ________________________________
Friends of Blue Spring State Park,
Inc.
2100 West French Avenue
Orange City, Florida 32763
386-775-3663