[Fwd: Gulf Coast TIDE Special Meeting]

2 views

Skip to first unread message

Tom Dempsey

unread,

Jan 16, 2006, 10:34:26 AM1/16/06

to QueerGulfCoast - Google Groups, QueerGulfCoast - Yahoo!, QueerFlorida, QueerFlorida - Google Groups, QueerAlabama - Google Groups, QueerAlabama, QueerLo...@yahoogroups.com, QueerLo...@googlegroups.com

-------- Original Message --------

Subject:	Gulf Coast TIDE Special Meeting
Date:	Sun, 15 Jan 2006 17:27:16 -0600
From:	Sara <smc...@cox.net>
To:	<Undisclosed-Recipient:;>

GULF COAST TIDE, INC.

NOTICE OF

SPECIAL MEETING

DATE OF MEETING:January 19, 2006, 7 p.m.

PURPOSE: To Amend Articles of Incorporation

LOCATION: Pensacola Public Library, 200 West Gregory Street, Pensacola, Florida

Please take notice that the Board of Directors has found it necessary to call a special meeting of the

membership of Gulf Coast TIDE, Inc. The meeting will be held on January 19, 2006 at the Pensacola

Public Library, 200 W. Gregory Street, Pensacola, FL at 7 p.m. You are strongly encouraged to attend as

the discussion will concern amendments to the Articles of Incorporation. This shall serve as written

notice of the special meeting and your right as a member to participate in the meeting, to voice your

thoughts, and vote on whether to accept such amendments.

You can find the current Articles of Incorporation below as they are filed with the Florida Secretary of

State. Below that version is a "marked-up" version so you can see the proposed changes, and finally, is a

version as they would appear when refiled with the Secretary of State if approved at the special meeting.

EXPLANATION OF THE AMENDMENTS

As you may or may not be aware, Gulf Coast TIDE, Inc. started soon after the Presidential election

November 2004 when a small group met at Chilis to discuss LGBT issues. The group evolved over

several follow-up meetings, and it was determined that we needed to become official, so we filed articles

of incorporation with the Florida Secretary of State, the first of many steps in becoming a non-profit

organization.

To make a long-story short, one of the final steps in becoming a non-profit is to be recognized by the

Internal Revenue Service (IRS) as a 501(c)(3) tax-exempt organization. To be tax-exempt, an

organization must have an educational or charitable purpose (i.e. be a non-profit). This requires the

completion of a lengthy and complicated form. Without 501(c)(3) status, an organization CANNOT

solicit donations.

After many months of waiting, we received word last week that our application was finally being

reviewed. However, the IRS has asked that we amend our Articles of Incorporation to make a more

specific statement regarding our activities as a non-profit organization. We currently have language that

discusses the issue, but the language the IRS would like to see is pulled more directly from the Federal

tax code. Thus, it is necessary to insert this statutory language into our Articles of Incorporation. You

will see it in the amended version at the new Article 3.03 (A),(B), and (C).

While reviewing the Articles, we realized that if Gulf Coast TIDE, Inc. is going to incur a $35 fee to

amend the Articles of Incorporation, we may as well update some other items that are already obsolete.

For example, we have new Directors since our "initial directors," we have a new registered agent, we

have a new principal place of business, etc. We feel comfortable saying that these amendments are

merely necessary technical changes and will not have an impact on your status as a member or the day-today

function of the organization. In fact, they will only prove to aid the organization by assisting us in

gaining tax-exempt status so we can finally conduct some fund-raising activities.

Original Art. of Inc.3/18/05

ARTICLES OF INCORPORATION

For

GULF COAST TIDE, INC.

WHEREFORE, the interim Board of Directors finding a need hereby creates and adopts the following

Articles of Incorporation to establish Gulf Coast TIDE, Incorporated and for filing with the Florida

Secretary of State.

ARTICLE I NAME

1.01 Name

The name of the corporation is Gulf Coast TIDE, Inc. It shall incorporate and exist perpetually under the

State of Floridas Not For Profit Corporation Act, Florida Statutes §617.01, et seq.

ARTICLE II PRINCIPAL OFFICE

2.01 Location

Gulf Coast TIDE, Inc. shall operate from the following location until such time as circumstances require a

new location or the Board of Directors shall determine a new location is necessary:

1506 East Cervantes Street

Pensacola, Florida 32501

ARTICLE III PURPOSE

3.01 Mission Statement

Gulf Coast TIDE, Inc. provides education, empowerment, and visibility within and beyond the Gulf Coast

lesbian, gay, bisexual, and transgender (LGBT) community. With its stated goal: "Together In Diversity

& Equality," Gulf Coast TIDE, Inc. seeks to encourage and build stronger ties between those individuals

and organizations serving the Gulf Coast LGBT Community - affirming, assisting, and augmenting their

efforts - while being actively involved in advocacy efforts to promote tolerance, equality, and diversity.

3.02 Primary Activities

Gulf Coast TIDE, Inc. shall focus its efforts for the following primary functions and shall conduct such

activities as necessary and legal to assist those efforts. The members and board of directors shall not

authorize any act that would jeopardize non-profit status with the U.S. Internal Revenue Service or the

State of Florida:

(A) Education: Provide resources to create a heightened level of awareness in the Gulf

Coast region of LGBT issues and the contributions to communities made by LGBT citizens to

foster a positive visibility and an atmosphere of tolerance, acceptance, and respect for LGBT

individuals and families within the greater Gulf Coast Community.

(B) Coalition Building: Build stronger ties between individuals and organizations within the

Gulf Coast LGBT Community to create a sense of unity between these organizations and the Gulf

Coast LGBT community.

(C) Communication: Provide informational and interactive resources regarding LGBT

issues, events, and services for those living in the Gulf Coast Community as well as those

interested in or visiting the Florida Gulf Coast area.

Original Art. of Inc.3/18/05

(D) Advocacy: Facilitate a dialogue between local government representatives to combat

negative sentiments that impact the rights of those within the LGBT community while

promoting/supporting positive efforts that foster tolerance, equality, and diversity.

ARTICLE IV MEMBERS, DIRECTORS, AND OFFICERS AND MANNER

OF ELECTION

4.01 Non-discrimination policy

Gulf Coast TIDE, Inc. members, Board of Directors, and Officers shall not discriminate against anyone

based on gender, gender identity, sexual orientation, race/ethnicity, nationality, familial or marital status,

religion, age, or physical or mental impairment.

4.02 Classes of Membership

There shall be 3 (three) classes of membership in Gulf Coast TIDE, Inc. Each individual and student

member shall be entitled to one vote on various issues as may arise and/or as required by the By-laws.

Each individual participating as part of a family membership shall be entitled to vote in the same manner

as individual and student members. The classes of membership shall be defined as follows and exist for

the remainder of the fiscal year from the time such necessary information and funds are submitted. The

information and funds required for membership shall be submitted to the officer so designated in the Bylaws

to accept such funds or during formation, the person designated by the Board of Directors.

(A) Individual: an individual may become a member by submitting his/her name, street

address, telephone number, and $20 (twenty dollars).

(B) Family: two or more individuals residing in the same household or who are in a

committed relationship may become family members by submitting the names, street

address(es), and telephone number(s) of each person applying for family membership and

$30 (thirty dollars).

(C) Student: a current student at any school may become a member by submitting his/her

name, street address, telephone number, and $10 (ten dollars).

4.03 Board of Directors

(A) Interim Board of Directors

An interim Board of Directors shall serve for a period of ninety days from February 11, 2005.

There shall be five interim directors operating with legal guidance from a volunteer attorney.

They shall have the power to organize and promote Gulf Coast TIDE, Inc. under the Florida Not

for Profit Corporations Act, Florida Statutes §617 and other applicable laws of Florida and the

United States of America. Any action taken by the interim board of directors must be approved

by a majority vote of the interim directors. No quorum is mandatory to hold a meeting of the

interim directors. The interim Board of Directors shall also create the initial By-laws for

recommendation to the membership for ratification which shall be proposed for adoption at the

first membership meeting to be held after acceptance of these Articles of Incorporation by the

Florida Secretary of State and registration of Gulf Coast TIDE, Inc. as a not for profit

organization in the State of Florida.

(B) Standing Board of Directors.

The Board of Directors shall consist of no less than five members. The Board of Directors shall

be elected, in the manner prescribed in the By-laws, by the membership of the organization at the

annual meeting. The term for a director shall be for one fiscal year. The Board of Directors shall

have no power greater than that authorized by the Florida Not for Profit Corporations Act, Florida

Statutes § 617, and as further limited by these Articles of Incorporation and the By-laws. Actions

Original Art. of Inc.3/18/05

taken by the board of directors must be sanctioned by a majority vote of the directors. A quorum

of the board of directors shall be three directors.

4.04 Officers

Officers shall be appointed, in the manner prescribed in the By-laws, by the Board of Directors at the first

meeting of the Board of Directors to be held after their election at the annual meeting. A member may

serve as one or more officers simultaneously. The following officers, and any other officers the Board of

Directors finds necessary from time-to-time, shall be appointed each fiscal year:

(A) President: the president shall serve as a figurehead for Gulf Coast

TIDE, Inc., lead meetings, and perform other functions as defined in the By-laws.

(B) Secretary: the secretary shall keep minutes of meetings and

maintain records as required by the laws of Florida and the United

States of America, and perform other functions as defined in the by-laws.

(C) Treasurer: the treasurer shall maintain records of financial

accounts and transactions for the organization as required by the laws of Florida

and the United States of America, and perform other functions as defined in the

By-laws.

ARTICLE V INITIAL DIRECTORS

The names and addresses of the initial and interim Board of Directors are as follows:

Jonathan O. Durre

1506 East Cervantes Street

Pensacola, Florida 32501

Tom Dempsey Jessica Hasting

3541 Southwind Drive 8917 N. Davis Highway, Apt. 68

Gulf Breeze, Florida 32563 Pensacola, Florida 32514

Sara McCool

4242 Capri Drive

Pensacola, Florida 32504

ARTICLE VI INITIAL REGISTERED AGENT

The street address of Gulf Coast TIDE, Inc.s initial registered agent and the registered location shall be:

Jonathan O. Durre

1506 East Cervantes Street

Pensacola, Florida 32501

ARTICLE VII INCORPORATOR

The name and address of the incorporator is:

Joshua A. Jones

142 Stearns Street

Gulf Breeze, Florida 32561

Original Art. of Inc.3/18/05

ARTICLE VIII DISSOLUTION

Upon the dissolution of Gulf Coast TIDE, Inc., the assets of the corporation shall be distributed to a gay,

lesbian, bisexual, or transgender organization operating for one or more exempt purposes within the

meaning of Section 501(c)(3) of the United States Internal Revenue Code, unless otherwise disposed of

by a court of law.

ARTICLE IX AMENDMENT

These Articles of Incorporation may be amended by a majority vote of the members of the corporation at

any annual meeting, or at any special meeting called for that purpose.

For the purpose of organizing a not for profit corporation under Chapter 617, Florida Statutes, the

incorporator hereby signs these articles of incorporation on behalf of Gulf Coast TIDE, Inc. this 18th day

of March 2005.

____________COPY ONLY________________

JOSHUA A. JONES, INCORPORATOR

CERTIFICATE OF DESIGNATION

REGISTERED AGENT/REGISTERED OFFICE

Pursuant to the provisions of Florida Statutes §617.0501, the undersigned corporation, organized under

the laws of the State of Florida, submits the following statement in designating the registered

office/registered agent in the State of Florida.

The name of the corporation is:

Gulf Coast TIDE, Incorporated

The name and address of the registered agent and office are:

Jonathan O. Durre

1506 East Cervantes Street

Pensacola, Florida 32501

HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF

PROCESS FOR THE ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN

THIS CERTIFICATE, I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT

AND AGREE TO ACT IN THIS CAPACITY. I FURTHER AGREE TO COMPLY WITH THE

PROVISIONS OF ALL STATUTES RELATING TO THE PROPER AND COMPLETE

PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT THE

OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.

_____________COPY ONLY______________________

JONATHAN O. DURRE, REGISTERED AGENT

1506 EAST CERVANTES STREET

Original Art. of Inc.3/18/05

PENSACOLA, FLORIDA 32501

_______COPY ONLY______________________________

DATE

Proposed Amended Arts. of Inc.TO BE VOTED ON

ARTICLES OF INCORPORATION

For

GULF COAST TIDE, INC.

WHEREFORE, the interim Board of Directors finding a need hereby creates and adopts the following

Articles of Incorporation to establish Gulf Coast TIDE, Incorporated and for filing with the Florida

Secretary of State.

ARTICLE I NAME

1.02 Name

The name of the corporation is Gulf Coast TIDE, Inc. It shall incorporate and exist perpetually under the

State of Floridas Not For Profit Corporation Act, Florida Statutes §617.01, et seq.

ARTICLE II PRINCIPAL OFFICE

2.01 Location

Gulf Coast TIDE, Inc. shall operate from the following location until such time as circumstances require a

new location or the Board of Directors shall determine a new location is necessary:

1506 East Cervantes Street

Pensacola, Florida 32501

908 East Brainerd Street

Pensacola, FL 32503

ARTICLE III PURPOSE

3.01 Mission Statement

Gulf Coast TIDE, Inc. provides education, empowerment, and visibility within and beyond the Gulf Coast

lesbian, gay, bisexual, and transgender (LGBT) community. With its stated goal: "Together In Diversity

& Equality," Gulf Coast TIDE, Inc. seeks to encourage and build stronger ties between those individuals

and organizations serving the Gulf Coast LGBT Community - affirming, assisting, and augmenting their

efforts - while being actively involved in advocacy efforts to promote tolerance, equality, and diversity.

3.02 Primary Activities

Gulf Coast TIDE, Inc. shall focus its efforts for the following primary functions and shall conduct such

activities as necessary and legal to assist those efforts. The members and board of directors shall not

authorize any act that would jeopardize non-profit status with the U.S. Internal Revenue Service or the

State of Florida:

(A) Education: Provide resources to create a heightened level of awareness in the Gulf

Coast region of LGBT issues and the contributions to communities made by LGBT citizens to

foster a positive visibility and an atmosphere of tolerance, acceptance, and respect for LGBT

individuals and families within the greater Gulf Coast Community.

(B) Coalition Building: Build stronger ties between individuals and organizations within the

Gulf Coast LGBT Community to create a sense of unity between these organizations and the Gulf

Coast LGBT community.

Proposed Amended Arts. of Inc.TO BE VOTED ON

(C) Communication: Provide informational and interactive resources regarding LGBT

issues, events, and services for those living in the Gulf Coast Community as well as those

interested in or visiting the Florida Gulf Coast area.

(D) Advocacy: Facilitate a dialogue between local government representatives to combat

negative sentiments that impact the rights of those within the LGBT community while

promoting/supporting positive efforts that foster tolerance, equality, and diversity.

3.03 Non-profit Activities and Dissolution

Gulf Coast TIDE, Inc. shall be a non-profit organization:

(A) Said organization is organized exclusively for charitable, religious, educational, and

scientific 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, or

corresponding section of any future federal tax code.

(B) No part of the net earnings of the organization shall inure to the benefit of, or be

distributable to its members, trustees, officers, or other private persons, except that the

organization shall be authorized and empowered to pay reasonable compensation for services

rendered and to make payments and distributions in furtherance of the purposes set forth in the

purpose clause hereof. No substantial part of the activities of the organization shall be the

carrying on of propaganda, or otherwise attempting to influence legislation, and the organization

shall not participate in, or intervene in (including publishing or distribution of statements) any

political campaign on behalf of any candidate for public office. Notwithstanding any other

provision of this document, the organization shall not carry on any other activities not permitted

to be carried on (a) by an organization exempt from federal income tax under section 501 (c)(3)

of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by

an organization, contributions to which are deductible under section 170 (c)(2) of the Internal

Revenue Code, or corresponding section of any future federal tax code.

exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or

corresponding section of any future federal tax code, or shal be distributed to the federal

government, or to a state or local government, for a public purpose. Any such assets not disposed

of shall be disposed of by the Circuit Court of the county in which the principal office of the

organization is then located, exclusively for such purposes or to such organization or

organizations, as said Court shall determine, which are organized and operated exclusively for

such purposes.

ARTICLE IV MEMBERS, DIRECTORS, AND OFFICERS AND MANNER

OF ELECTION

4.01 Non-discrimination policy

Gulf Coast TIDE, Inc. members, Board of Directors, and Officers shall not discriminate against anyone

based on gender, gender identity, sexual orientation, race/ethnicity, nationality, familial or marital status,

religion, age, or physical or mental impairment.

4.02 Classes of Membership

There shall be 3 (three) classes of membership in Gulf Coast TIDE, Inc. Each individual and student

member shall be entitled to one vote on various issues as may arise and/or as required by the By-laws.

Each individual participating as part of a family membership shall be entitled to vote in the same manner

as individual and student members. The classes of membership shall be defined as follows and exist for

the remainder of the fiscal year from the time such necessary information and funds are submitted. The

Proposed Amended Arts. of Inc.TO BE VOTED ON

information and funds required for membership shall be submitted to the officer so designated in the Bylaws

to accept such funds or during formation, the person designated by the Board of Directors.

(D) Individual: an individual may become a member by submitting his/her name, street

address, telephone number, and $20 (twenty dollars).

(E) Family: two or more individuals residing in the same household or who are in a

committed relationship may become family members by submitting the names, street

address(es), and telephone number(s) of each person applying for family membership and

$30 (thirty dollars).

(F) Student: a current student at any school may become a member by submitting his/her