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Southwest Florida Watershed Council, Inc.
Articles of Incorporation 

June 21, 2001 


   

The undersigned, desiring to form a not for profit corporation under the provisions of Chapter 617 of the Florida Statutes, agree to the following:

 

 

ARTICLE 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

 

The 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 adopt and amend bylaws
*  to elect board members and officers
*  to form standing and ad hoc advisory groups or committees on any issues
*  to delegate to officers and members the power to incur obligations, withdraw funds, and make payments on behalf of the Watershed Council
*  to designate a bank in which Watershed Council funds will be deposited
*  to apply for, receive, and expend funds
*  to designate a fiscal agent to handle funds and administer grants 

*  to appoint and fix salaries of employees of the Watershed Council
*  to form (or assist in forming) committees or seek advice from committees, including those representing sub-watersheds within the Caloosahatchee and Big Cypress Watersheds
*  to adopt and carry into effect such measures as are deemed proper and expedient to promote the objectives of the Watershed Council
*  to make contracts and agreements and to exercise whatever degree of management and control it deems is required to assure the success of contracts and projects

*  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.

 

 

ARTICLE V:  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.

 

 

ARTICLE 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:

Name                          Address                                                                                  Title

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.

 

 

  

                                             

Noel Andress

 

 

                                               

Michael Bauer

 

 

                                               

Susan Brookman

 

 

                                               

John Cassani

 

 

                                               

Henry Spang

 

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