Membership Articles of Incorporation

ARTICLES OF INCORPORATION OF
ENTREPRENEUR SOCIETY OF NAPLES, INC.


The undersigned, acting as incorporator of a Non-Profit Corporation under Chapter 617 of the Florida Statutes, hereby make and adopt the following Articles of Incorporation for such corporation.


ARTICLE I – NAME
    The name of the corporation shall be ENTREPRENEUR SOCIETY OF NAPLES, INC., hereinafter sometimes referred to as the “Corporation.”


ARTICLE II – ADDRESS OF CORPORATION
     The principal street address and mailing address, if different, are:

        
                5767 Persimmon Way
                Naples, FL 34110

Mailing address:       c/o Edward M. Livingston, Esq.
                                  The Livingston Firm
                                   963 Trail Terrace Drive
                                   Naples,  FL   34103


ARTICLE III – PURPOSE
    Said corporation 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 the corresponding section of any future federal tax code.

    No part of the net earnings of the 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 and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the 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. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) 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 IV – INITIAL DIRECTORS AND MANNER OF ELECTION
    The management of the Corporation shall be vested in a board of directors. The number of directors constituting the initial board of directors is five (5). The number of directors may be increased from time to time in accordance with the By-Laws of the Corporation, but shall always be an odd number and never less than three (3). The voting members shall elect the directors annually. The name and address of each initial director is as follows:

Name: Address:
Theodore L. Farah 5767 Persimmon Way
Naples, FL 34110
Gene Landrum 7897 Cocobay Dr
Naples, FL  34108
Marcus P. Zillman 855 11th Ave S.  
Naples, FL 34102
Helena Judith Sturnick 91 Willoughby Drive
Naples 34110
Edward M. Livingston 963 Trail Terrace Drive
Naples, FL 34103

 

ARTICLE V – OFFICERS
    The officers of the Corporation may consist of a president, vice-president, secretary, treasurer and such other officers and assistant officers as may be provided in the By-laws.  Each officer shall be elected by the board of directors (and may be removed by the board of directors) at such time and in such manner as may be prescribed by the By-laws.


ARTICLE VI – BY-LAWS
     The By-laws of the Corporation are to be made and adopted by the board of directors and may be altered, amended or rescinded by the board of directors.


ARTICLE VII – AMENDMENT
    The board of directors of the Corporation reserves the right to amend or repeal any provisions contained in these articles of incorporation or any amendment thereto and all rights and privileges conferred upon the members, directors and officers are subject to this reservation.


ARTICLE VIII – INDEMNIFICATION
    The Corporation shall indemnify each officer and director, including former officers and directors, to the full extent permitted by the laws of the State of Florida.


ARTICLE IX – NON-STOCK BASIS
    The Corporation is a non-for profit corporation organized on a non-stock basis and therefore shall not issue shares of stock.


ARTICLE X – DISSOLUTION AND DISTRIBUTION OF ASSETS
    Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation 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  XI – INITIAL REGISTERED AGENT AND ADDRESS
The name and Florida street address of the registered agent is:

    Edward M. Livingston, Esq.
The Livingston firm
963 Trail Terrace Drive
Naples, FL 34103


ARTICLE XII – INCORPORATOR
The name and address of the incorporator is:

    Edward M. Livingston, Esq.
The Livingston firm
963 Trail Terrace Drive
Naples, FL 34103