THE SOUTHEAST FLORIDA CLUSTER, INC.
Rev 2/17/03 We, the undersigned, hereby associate ourselves together for the purpose of being incorporated under Chapters 617, and other applicable sections of the Statutes of the State of Florida for Corporations not for profit, under the following proposed replacement Charter: ARTICLE I - Name A. The name of the Corporation shall be THE SOUTHEAST FLORIDA CLUSTER, INC. The term "Cluster" may be used as a shortened name for this corporation or for its membership. ARTICLE II - Purposes A. The purposes for which the Corporation is organized are exclusively religious, charitable, literary, and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 2002, or corresponding provision of any future United States Internal Revenue law, and shall be as follows: B. The general nature and purpose of this Corporation shall be to bring religious liberals in Southeast Florida into closer acquaintance and cooperation in order to develop and promote Unitarian Universalist ideals and identity, to foster individual religious development and to provide religious education. ARTICLE III - Existence and Affiliation A. This Corporation shall have perpetual existence. This corporation is the successor to the un-incorporated association of the 1970s known as the "Southeast Florida Cluster of the UUA (Unitarian-Universalist Association)." B. This Corporation shall be an outreach of the Unitarian Universalist Association and the Florida District of the U.U.A., or their duly constituted legal successors. ARTICLE IV - Membership A. The membership of this Corporation shall consist of the congregations affiliated with the Unitarian Universalist Association in Martin, Palm Beach, Broward, Miami-Dade, and Monroe Counties in Southeast Florida and in the Caribbean Islands. At the date of this Charter revision, the ten (10) affiliated congregations are: The Unitarian Universalist Fellowship of Boca Raton Boca Raton, FL The Unitarian Universalist Church of Fort Lauderdale Fort Lauderdale, FL The Unitarian Fellowship of South Florida Hollywood, FL The Unitarian Universalist Fellowship of Key West Key West, FL The Unitarian Universalist Congregation of Miami Miami, FL The First Unitarian Church of Palm Beach County North Palm Beach, FL The Treasure Coast Unitarian Universalist Society Stuart, FL The Unitarian Universalist Fellowship of St. Croix St Croix, Christiansted, US Virgin Islands The Unitarian Universalist Fellowship of St. John St John, US Virgin Islands The River of Grass Unitarian Universalist Congregation Weston, FL B. No member of this Corporation shall have property right, interest, or privilege in or to the assets, functions, affairs, or franchises of the Corporation or any right, interest, or privilege which may be transferable or inheritable, or which shall continue after membership ceases. ARTICLE V - Board of Trustees and Officers A. The Board of Trustees of this Corporation shall be composed of at least eight (8) persons, all members of member congregations. This Board shall consist of a President (Moderator), Vice President (Vice Moderator), Secretary, Treasurer, and other Officers and Trustees as set forth in the Bylaws. Procedures for the nomination, election, and removal of all Officers and Trustees, as well as their duties and further qualifications, shall be defined in the Bylaws. B. The names and addresses of the Officers and Trustees who are to manage the affairs of this Corporation until the first election under this revised Charter are as follows: (Names Omitted) ARTICLE VI - Meetings A. The Annual Meeting of this Corporation shall be held on a date to be determined as stated in the Bylaws. Procedures for the Annual and other meetings shall be defined in the Bylaws. ARTICLE VII - Charter Amendments A. Amendments to this Charter must receive a two-thirds (2/3) vote of the member delegates present at the Annual Meeting or a special meeting called for that purpose with notice and a copy of the proposed amendment mailed at least 30 days prior to the meeting to the Secretary of each member congregation. Amendments shall be reviewed by the board before vote my the member delegates. Charter amendments must be filed with the Florida Secretary of State before becoming effective. ARTICLE VIII - Bylaws A. The Bylaws of this Corporation (Covenants) shall further define the procedures for this Corporation. New Bylaws shall be proposed by the Board of Trustees within three hundred sixty (360) days after the filing of this revised Charter with the Florida Secretary of State. Bylaws must receive a two-thirds (2/3) vote of the member delegates present at the Annual Meeting with a notice and a copy of the proposed bylaws mailed at least 30 days prior to the meeting to the Secretary of each member congregation. These Bylaws may be amended, after review by the Cluster Board, by a two-thirds (2/3) vote of the member delegates present at the Annual Meeting, or at a Special Meeting called for that purpose, with a notice and a copy of the proposed bylaw amendments mailed at least 30 days prior to the meeting to the Secretary of each member congregation. ARTICLE IX - Tax-Exempt Status A. This Corporation is organized exclusively for religious, charitable, and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 2002, or the corresponding section of any future tax code. B. No part of the net earnings or assets of this 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 to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Charter. C. No substantial part of the activities of this 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, or in opposition to, any candidate for public office. D. Notwithstanding any other provision of these articles, this Corporation shall not carry on any other provision of these Articles, this Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 2002, or the corresponding section of any future Federal tax code, or by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. ARTICLE X - Dissolution A. In the event of dissolution, the residual assets of the Corporation shall be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 2002, or corresponding section of any future Federal tax code, or to the Federal, State, or local government for exclusive public purpose. B. Upon dissolution of this Corporation, all of its assets remaining after payment of all costs and expenses of such dissolution and of all outstanding obligations and debts, shall be distributed to the UNITARIAN UNIVERSALIST ASSOCIATION of Boston, Massachusetts, for ministry in Florida, or to its successor, or, if none, to a religious organization with similar principles which has qualified for exemption under Section 501(c)(3) of the Internal Revenue Code of 2002, or corresponding section of any future Federal tax code, or failing that, to the Federal Government or a State or local government for a public purpose in Florida. In accordance with PARAGRAPH F of the previous Charter to be superseded, the above revised Charter was approved by a two-thirds (2/3) vote by the delegates to the Cluster Annual Meeting after a quorum was established at [a] the duly-called Annual Meeting of the membership held _______ __, 2003. ATTEST: _________________________________ Secretary, Mair Buddug _________________________________ President, Steve Jens-Rochow STATE OF FLORIDA COUNTY OF BROWARD On this day, Steve Jens-Rochow and Mair Buddug appeared before me stating themselves to be the current President and Sec- retary of the SOUTHEAST FLORIDA CLUSTER, INC., and executed this document as a new Charter of said corporation. WITNESS my hand and the official seal at ___________, in said County and State, this __th day of ________ 2003. My Commission expires: Notary Public
Return to Cluster Page