SC04-504 Amendments to the Articles of Incorporation Of the Florida Bar Foundation

SUPREME COURT CASES

Laws-info.com » Cases » Florida » Florida Supreme Court » 2004 » SC04-504 Amendments to the Articles of Incorporation Of the Florida Bar Foundation

State: Florida

Court: Supreme Court

Docket No: SC04-504

Case Date: 06/03/2004

Preview:Supreme Court of Florida
____________ No. SC04-504 ____________

AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE FLORIDA BAR FOUNDATION [June 3, 2004]

PER CURIAM. The Florida Bar Foundation, Inc. (Foundation), petitions this Court for approval of proposed amendments to its Articles of Incorporation, also known as the Florida Bar Foundation Charter. The proposed amendments were authorized by the board of directors of the Foundation and approved by the Board of Governors of The Florida Bar. This Court has the authority to finally approve the proposed amendments. See Fla. Bar Found. Charter, art. 10.2(c). After considering the petition and the proposed amendments, we hereby approve the amendments to the Articles of Incorporation of the Florida Bar

Foundation, Inc., as set forth in the appendix to this opinion. Additions are indicated by underscoring; deletions are indicated by struck-through type. The amendments shall become effective upon their filing with the Secretary of State as provided by law. See Fla. Bar Found. Charter, art. 10.3. It is so ordered. ANSTEAD, C.J., and WELLS, PARIENTE, LEWIS, QUINCE, CANTERO, and BELL, JJ., concur. THE FILING OF A MOTION FOR REHEARING SHALL NOT ALTER THE EFFECTIVE DATE OF THE AMENDMENTS. Original Proceedings - Articles of Incorporation of The Florida Bar Foundation, Inc. Andrew M. O'Malley, President, The Florida Bar Foundation, Orlando, Florida, for Petitioner

2

APPENDIX

THE FLORIDA BAR FOUNDATION, INC. ARTICLES OF INCORPORATION

ARTICLE I NAME The name of this corporation shall be: The Florida Bar Foundation, Inc. For convenience it is herein called the corporation or the Foundation. The principal office and place of business shall be at a location in Florida established and ordered by the board of directors. The business of this corporation shall be carried on at its principal office in Florida, and at such other places as may from time to time be authorized by the board of directors. ARTICLE II PURPOSES AND POWERS 2.1 Purposes. The Foundation shall be operated exclusively for charitable, scientific, literary and/or educational purposes as described in Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax law ("Code") including, but not limited to the following particular purposes: a) The improvement of the administration of justice and the elevation of judicial standards; b) The promotion of the study of law and research in the law, the diffusion of legal knowledge and the continuing legal education of lawyers; c) The publication and distribution of works on legal subjects. d) The improvement of relations between members of the Bar, the judiciary and the public;
3

e) The fostering of suitable standards of legal education and of admission to the Bar, and the furnishing of funds for making grants and loans to qualified and worthy persons for the study of law; f) The aiding of members of The Florida Bar who shall be in great need of assistance because of illness, misfortune or advanced age; g) The promotion of the preservation of the American constitutional form of government; h) In furtherance of the foregoing charitable, scientific, literary and/or educational purposes, the assets and earnings of the Foundation, including, but not limited to those assets or earnings derived from the Interest on Trust Accounts Program, implemented by Order of the Supreme Court of Florida, in re: Interest on Trust Accounts, 401 So.2d 389 (Fla. 1981), as such Order may be amended from time to time, may be used for any one or more of the following charitable activities undertaken for exclusively public purposes: (1) (2) (3) (4) To provide legal aid to the poor; To provide law student loans and scholarships; To improve the administration of justice; and For such other programs for the benefit of the public as are specifically approved from time to time by the Supreme Court of Florida for exclusively public purposes.

i) No part of the assets or net earnings of the Foundation (including such assets or net earnings as may be derived from the Interest on Trust Accounts Program described in Article 2.2 hereof) shall inure to the benefit of any private shareholder or individual. Further, no substantial part of the activities of the Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall the Foundation participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

4

Except as more specifically hereinabove set forth, such activities may be undertaken directly by the Foundation, or by the provision of funds by the Foundation to The Florida Bar, Florida Legal Services, Inc., or other organizations, to be used exclusively for such purposes. 2.2 Contributions. The Foundation may receive, by contribution, gift, bequest, devise, or in any other manner, money, assistance, and any other form of real, personal, or mixed property, from any person, firm or corporation to be used in the furtherance of the purposes of the Foundation, provided, however, that gifts shall be subject to acceptance by the board of directors as required by the ByLaws. The Foundation may also receive all funds generated by the Interest on Trust Accounts Program. 2.3 Offices and Employees. The Foundation may establish one or more offices and employ such agents, employees and clerical force as may be deemed necessary or proper to conduct and carry on the work of the Foundation, and it may pay reasonable compensation for the services of such persons. 2.4 Powers: General. The Foundation may contract and be contracted with, sue and be sued, invest and reinvest the funds of the Foundation, and do all acts and things requisite, necessary, proper, or desirable to carry out and further the purposes for which the Foundation is formed. 2.5 Powers: Interest on Trust Accounts Program. With respect to the activities of, and assets and earnings derived from, the Interest on Trust Accounts Program, the Foundation may: a) Authorize capital expenditures, accumulations, or reserves, only as may be necessary to meet the reasonable working needs of the Foundation.

b)

Retain professional investment advisory services;

c) Through its directors adopt rules of procedure reasonably necessary or helpful in carrying out the purposes and powers of the Foundation in managing and administering the Interest on Trust Accounts Program.

5

ARTICLE III MEMBERS 3.1 Qualification. Each mMembers of the Foundation shall be a member of The Florida Bar who is persons interested in the purposes of the Foundation. 3.2 Admission. Members shall be admitted by the directors in the manner determined by the ByLaws. 3.3 Terms. The terms of membership of members shall be established by the ByLaws. 3.4 Rights. Each member shall be entitled to hold office and serve as a director of the Foundation, and shall be entitled to one vote at meetings of members of the Foundation, but no member of the Foundation shall have any vested right, privilege or interest of, in or to the assets, functions, affairs or franchise of the Foundation, or any right, interest or privilege which may be transferable or inheritable or which shall continue if the member's membership ceases or while the member is not in good standing. 3.5 Termination. Membership shall be terminated in the manner provided by the ByLaws. If a member ceases to be a member of The Florida Bar, the member's membership in the Foundation shall be thereby terminated. A membership may be terminated for cause by concurrence of a majority of all directors of the Foundation after due notice to the member and an opportunity to be heard. 3.6 Meetings. Meetings of members may be called in the manner provided in the ByLaws. ARTICLE IV TERM; DISSOLUTION This corporation shall have perpetual existence. In the event of a dissolution of the corporation, its assets, after payment of all debts and charges of the corporation, and expenses of dissolution, shall be distributed among all fully accredited schools of law within the State of Florida, not organized and operating
6

exclusively for the benefit of any private shareholder, or individual, nor substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

ARTICLE V The names and residences of the original subscribers hereto are as follows: NAME Donald K. Carroll RESIDENCE 1200 Greenleaf Building Jacksonville, Florida Baird Office Building Gainesville, Florida

J. Lance Lazonby

Kenneth B. Sherouse Supreme Court Building Tallahassee, Florida William A. Gillen Citizens Building Tampa, Florida 121

Download SC04-504 Amendments to the Articles of Incorporation Of the Florida Bar Founda