Florida Watershed Council, Inc.
June 21, 2001
desiring to form a not for profit corporation under the provisions of Chapter
617 of the Florida Statutes, agree to the following:
I: NAME OF ORGANIZATION
The name of this corporation shall be the Southwest Florida Watershed Council, Inc. The corporation may be referred to in these Articles as the Watershed Council, the working name of the corporation.
ARTICLE II: PRINCIPLE OFFICE
initial principal place of business and mailing address of this corporation
shall be: 18051 Otter Water Way, Alva, Florida 33920.
ARTICLE III: PURPOSES
Section 1. The Watershed Council is organized for charitable, educational and scientific purposes as described in Section 501(c)(3) of the Internal Revenue Code of 1986 (Code), or the corresponding section of any future federal tax code.
Section 2. The mission of the Watershed Council is to protect, conserve, manage and/or restore the land and water resources of the Caloosahatchee and Big Cypress Watersheds through participation and cooperation of all stakeholders in consensus building, planning, and decision making to meet the economic, natural and cultural needs for this and succeeding generations.
Section 3. The Watershed Council was formed to share information, reduce duplication of activities, address watershed management issues in the Caloosahatchee and Big Cypress Watersheds, and provide a framework for coordination and cooperation among key interests.
Section 4. The Watershed Council shall have the following powers:
to establish policies of the Watershed Council
to appoint and fix salaries of employees of the Watershed Council
* notwithstanding any other provisions herein, to carry out any activities and exercise all authority not prohibited by these Articles or applicable law.
ARTICLE IV: MEMBERSHIP
Section 1. Membership in the Watershed Council will be open to all interested parties, including individuals, organizations, businesses, and governmental agencies, etc. subject to the membership classifications and qualifications as set forth in the Bylaws.
Section 2. The Watershed Council Board of Directors shall initially include five members. The number of Directors may be changed from time to time, pursuant to the Bylaws, but shall never be less than three.
Section 3. Members of the Board of Directors shall be elected and hold office in accordance with the Bylaws.
Section 1. The Board of Directors shall initially adopt Bylaws for the conduct of the business of the Watershed Council.
ARTICLE VI: AMENDMENTS TO ARTICLES
These Articles of Incorporation may be amended as provided by law. No amendments are permitted which would cause any loss of the corporation's status under section 501 (c) (3) of the Code.
VII: NO PRIVATE INUREMENTS;
RESTRICTIONS ON ACTIVITIES
Section 1. All members of the Watershed Council shall serve without compensation except for expenses incurred during the performance of their duties which may be reimbursed upon approval of the Board. No part of the net earnings of the corporation shall inure to the benefit of any member or individual.
Section 2. Except as permitted by the election authorized under Section 501(h) of the Code, no substantial, no substantial part of the activities of the Watershed Council 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 or in opposition to any candidate for public office.
Section 3. Notwithstanding any other provision of these Articles, the Watershed Council shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under the Code or (b) by an organizationís contributions which are deductible under section 170(c)(2) of the Code.
ARTICLE VIII: DISTRIBUTION UPON DISSOLUTION
Upon dissolution of the Watershed Council, its residual assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any residual assets not so disposed of shall be disposed by a court of competent jurisdiction in Florida exclusively for such purposes as the court shall determine.
ARTICLE IX: INITIAL BOARD MEMBERS/OFFICERS
The initial members of the Board of Directors of the Watershed Council are:
Noel Andress P.O. Box 420 Pineland, FL 33945 Director
Michael Bauer 109 Debron Drive Naples, Florida 34112 Director
Susan Brookman 18060 Otter Water Way Alva, FL 33920 Director
John Cassani 14370 Orange River Road Fort Myers, FL 33905 Director
Henry Spang 595 Caloosa Estates Drive LaBelle, FL 33935 Director
ARTICLE X: INITIAL REGISTERED AGENT AND INCORPORATOR AND STREET ADDRESS
The name and street address of the registered agent is: Garey F. Butler, c/o Humphrey & Knott, P.A. 1625 Hendry Street, Fort Myers, Florida 33901
IN WITNESS WHEREOF, we, the undersigned subscribing incorporators, have hereunder set our hands and seals this ____ day of June, 2001, for the purpose of forming this corporation not for profit under the laws of the State of Florida.
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