TBCS Original Articles of Incorporation
(Originally called Pinellas IBM-PC Users Group, Inc.)
Non-Profit Corporation
Articles of Incorporation of Pinellas IBM-PC Users Group, Inc.
Notice is hereby given that the undersigned incorporators,
all being of full age, have associated themselves together for the
purpose of forming a corporation not for profit, without capital stock,
under the provisions of Chapters 607 and 617, Florida Statutes, and
we do hereby accept all of the rights, privileges, benefits, and
obligations conferred and imposed by such law, and we do hereby
make, subscribe, acknowledge, and file these Articles of Incorporation.
ARTICLE I - NAME
The name of the Corporation is
PINELLAS IBM-PC USERS GROUP, INC.
ARTICLE II - CORPORATE PURPOSE
The object and purpose of the Corporation shall be to raise,
receive, and maintain a fund or funds of real or personal property,
or both, and to distribute and administer the fund or funds, including
any income or interest generated there from, exclusively for charitable,
religious, or educational purposes.
The purpose shall include, but not be limited to, the education
of the general public and members in the care, use, service, or other
information concerning IBM personal computers or similar competing
computer units and the software available for these computers.
ARTICLE III - MEMBERSHIP
Section 1. Eligibility. Any person shall be eligible for membership
to this Corporation upon application to and approval as provided in
the By-laws of the Corporation.
Section 2. Application for Membership. Any applicant meeting
the qualifications set forth above and desiring to become a member
of the Corporation shall make application on a form supplied by the
Corporation and accompanied by such membership fees and dues as
the Board of Directors may from time to time determine.
Section 3. Termination of Membership. Membership may be
terminated by expulsion for a just cause or by resignation with thirty
days prior written notice to the Board of Directors.
ARTICLE IV - DURATION
The Corporation shall have perpetual existence.
ARTICLE V - MANAGEMENT
Section 1. The Affairs of the Corporation shall be managed
by a Board of Directors. The Board of Directors shall consist of
not less than three and not more than nine persons. Directors
shall be elected or removed in accordance with the procedure
provided in the By-Laws.
Section 2. The Officers of the Corporation shall be a
President, one or more Vice-Presidents, a Secretary, and a Treasurer.
These officers shall be elected and shall hold office in the manner
provided in by the By-laws of the Corporation.
ARTICLE VI - INITIAL OFFICERS AND DIRECTORS
The names and addresses of the officers who are to manage
all of the affairs of the Corporation until the first annual meeting are:
James Leonard, President, Director
3401 Gandy Boulevard, Lot # 628
Pinellas Park, FL 33565
Estelle S Leonard, Secretary-Treasurer, Director
3401 Gandy Boulevard, Lot # 628
Pinellas Park, FL 33565
Hubert Miller, Vice-President, Director
783 Fairwood Lane
Clearwater, FL 33519
ARTICLE VII - BY-LAWS AND AMENDMENTS TO THE ARTICLES
OF INCORPORATION
The By-laws of the Corporation shall be made, altered, or
rescinded by a majority vote of the voting membership present or
voting by proxy at any regular meeting, or by a majority vote of
the Board of Directors, provided that notice thereof, which shall
include the text of the By-laws change, has been furnished in
writing to each voting member of the Corporation at least ten
days prior to the meeting at which such alteration to the By-laws
is to be voted upon, whether it be a membership meeting or a
Board of Directors' meeting.
The Articles of Incorporation shall be amended or additional
provisions added or adopted by a two-thirds vote of the members
of the Board of Directors present or voting by proxy at any meeting
thereof, provided that notice thereof, which shall include the text
of the change to the Articles of Incorporation, has been furnished
in writing to each voting member of the Corporation at least ten
days prior to the meeting at which such Articles of Incorporation
change is to be voted upon, followed by the compliance with the
Florida Statutes regarding amendments to articles of Incorporation
of non-profit corporations.
ARTICLE VIII - GENERAL
All income and assets of the Corporation above the necessary
expenses shall be administered solely and exclusively for the
corporate purposes selected by the Board of Directors.
This Corporation shall have no capital stock and shall pay no
dividends to its incorporators, directors, officers, or members. In
addition, no part of the income of the Corporation shall be distributed
to its members, directors, or incorporators; provided that the
Corporation may pay in a reasonable amount to its members,
directors, and officers for services rendered and may confer benefits
upon its members in conformity with its purposes.
ARTICLE IX - SUBSCRIBERS
The names and residence addresses of the subscribers to
this Corporation are as follows:
James Leonard, President, Director
3401 Gandy Boulevard, Lot # 628
Pinellas Park, FL 33565
Estelle S Leonard, Secretary-Treasurer, Director
3401 Gandy Boulevard, Lot # 628
Pinellas Park, FL 33565
Hubert Miller, Vice-President, Director
783 Fairwood Lane
Clearwater, FL 33519
ARTICLE X - REGISTERED OFFICE AND REGISTERED AGENT
The above-named incorporators, desiring to organize this
Corporation under the laws of the State of Florida, hereby designate
the Corporation's Registered Office to be located at
1401 Gandy Blvd Lot #628, Pinellas Park, Florida,
and hereby designate and appoint James Leonard as the Registered
Agent of the Corporation, to accept service of process within the
State, to serve in such capacity until his successor is selected and
duly designated.
ARTICLE XI - INDEMNIFICATION
The Corporation shall indemnify any officer, director, or
employee of the Corporation, or any former officer, director, or
employee of the Corporation, to the full extent permitted and as
set forth in the Florida General Corporation Act.
ARTICLE XII - PROHIBITED ACTIVITIES
The Corporation shall not:
1. Attempt to influence legislation as a substantial part of its
activities;
2. Allow any part of its net income to inure to the benefit of its
officers,
directors, or members of the Corporation, or to any other other
individuals, except in the furtherance of its charitable purposes;
3. Participate to any extent in the political campaign for any
candidate for public office;
4. Conduct any activities not permitted to be carried on by organizations
exempt under 501(c)(3) of the Internal Revenue Code of 1954, as amended,
and its regulations as they now exist or as they may hereafter be
amended,
or by any organization, contributions to which are deductible under
Section 170(c)(2) of such Code and Regulations as they now exist or as
they may hereafter be amended.
ARTICLE XIII - DEDICATION OF ASSETS
The Corporation dedicates all assets which it may acquire to
the charitable purposes set forth in Article II hereof in the event that
the Corporation shall dissolve or otherwise terminate, subject to the
provisions of Chapters 607 and 617, Florida Statutes; the Corporation
shall distribute all its existing assets to one or more organizations
which
themselves are exempt as organizations described in Sections 501(c)(3)
and 107(c)(2) of the Internal Revenue Code of 1954 or corresponding
sections of any prior or future law, or to the Federal Government, or
to a State or Local Government for exclusive public purposes.
IN WITNESS WHEREOF, the undersigned have subscribed their names
under seal this 10th day of April, 1984
(James Leonard)
(Hubert Heller)
(Estelle Leonard)
STATE OF FLORIDA
COUNTY OF PINELLAS.
BEFORE ME, the undersigned authority, personally appeared:
JAMES LEONARD, HUBERT HELLER, ESTELLE S LEONARD, to me
well known, and well known to me to be the persons described in
and who subscribed their names to the foregoing Articles of
Incorporation, and who acknowledged before me that they executed
such Articles of Incorporation for the purposes therein expressed.
WITNESS my hand and official seal in the aforesaid County and State,
this 10th day od April, 1984.
(Signature of Notary Public - not readable)
State of Florida at Large
My commission expires:
June 17, 1985
ACCEPTANCE BY REGISTERED AGENT
The undersigned hereby accepts the appointment as Registered
Agent of PINELLAS IBM-PC USERS GROUP, INC which is contained
in the foregoing Articles of Incorporation.
Dated this 30th day of April, 1984
(James Leonard)
JAMES LEONARD
REGISTERED AGENT