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Articles of incorporation of

Clean Water Now, Inc.

a Florida Corporation Not for Profit

 

Article I

Name

The name of this Corporation is CLEAN WATER NOW, Inc

.

 

Article II

 Enabling Law

 

This Corporation is organized pursuant to the Corporation Not for Profit law

of the State of Florida set forth in Part One of Chapter 617 of the Florida Statutes.

 

Article III

Purposes

 

(a) The specific and primary purposes of this Corporation shall be to bring awareness through civic advocacy and to educate the public at large on issues of environmental and water quality in the State of Florida; additionally, to maintain as a goal, the support for work of and/or oppose the work of, all local community organizations, state and federal entities that endeavor and act to improve or degrade the quality of Florida Ecosystems and Waters respectively. Ensuring superior ecosystems and their associated surface and ground water quality in Florida is essential and a requisite to the lifestyle Florida Residents have enjoyed historically and all methods and means to protect our ecosystems and waters shall be undertaken by the Officers and the Board of Directors of this corporation to meet this mission upon the motion for such actions and approval by the majority of Officers and Board Members.

(b) The general purposes for which this Corporation is formed are:

  1. To conduct meetings to inform the general public of any programs, legislation or proposed projects that affect Florida water quality both locally and/or Statewide.

  2. To furnish a forum for the Public to express their views on any community matters and to present worthwhile projects for consideration and action by the incorporation.

  3. To provide a unified voice on water quality and civic issues or problems and to present same to our County Commissioners, State and Federal Legislators in order to obtain action for improvements on Florida's water quality, civic issues and problems.

  4. To promote educational and social events or programs for improving and maintaining good relationships with all local and State residents as they pertain to Florida water quality, civic issues and problems.

  5. The corporation will assess issues presented by membership and engage in actions to endorse, support, or oppose issues that are deemed, by the Board of Directors, to further the mission of the Corporation and shall include, among other issues:

  1. Activities that will improve or adversely affect public health, safety, welfare or the property of others;

  2. Activities that will improve or adversely affect the conservation of fish and wildlife, including endangered or threatened species, or their habitats;

  3. Activities that will improve or adversely affect navigation or the flow of water or cause harmful erosion or shoaling;

  4. Activities that will improve or adversely affect the fishing or recreational values or marine productivity in the vicinity of the activity due to fresh water releases, salinity changes, cyanobacteria discharges and eutrophication.

  5. Whether the activities will be of a temporary or permanent nature;

  6. Whether the activity will adversely affect or will enhance significant historical and archaeological resources under the provisions of s. 267.061; and

  7. Whether the current condition and relative value of functions being performed in areas will be affected by the proposed activity.

 

(b) Recommendations to any governmental body the Corporate positions and policies on issues in Article III.5. (i-vii),

 

(c) Educate and Engage the general public in order they make informed choices to support or oppose policies and/or positions advocated for by the Corporation.

 

(d) This Not for Profit Corporation is organized and operated exclusively for educational, civic advocacy, social and other non-profit purposes and 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 by Florida State law and the Internal Revenue Service governing and regulating the tax-exempt status of this corporation to pay reasonable compensation to officers, employees, or agents for services rendered and to make payments and distributions as motioned for and approved by the majority of this corporation’s officers and board members in furtherance of the purposes set forth in Article III 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, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

 

(e) This Corporation shall have an exercise all rights and powers conferred upon corporations under the laws of the state of Florida; provided however, that this Corporation is not empowered to engage in any activity that in itself is not a furtherance of its purpose as set forth in sub-paragraphs (a) through (d) of this Article III.

 

 

Article IV

Term

This Corporation shall have a perpetual existence.

 

Article V

Original Incorporators

 

 The names and residences of the original subscribers to these articles

of incorporation are as follows:

 

Karl R. Deigert

11282 Matlacha Avenue

Matlacha, Florida 33993

Sherry Straub

99 Andre Mar Dr

Fort Myers Beach, Florida 33993

Matt Palmer

290 Mount Vernon Drive

Venice, Florida 34293

Sierra West

9878 Green Road

Trafalgar, Indiana 46181

Robert Zarranz

1525 SW 52 Terrace

Cape Coral, Florida 33914

 

Article VI

Executive Officers and Board of Directors

 

The authorized number, qualifications and manner of selection of Executive Officers and Board of Directors to this Corporation, the different titles and duties of same, if any, the property, voting and other rights and privileges of same, the liability for financial obligations and method of collection thereof, and the termination and transfer of same, shall be as set forth in the bylaws of this corporation.

 

Article VII

Management of Corporate Affairs

 

(a) Board of Directors - the power of this Corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Directors consisting of not less than five, and not more than fifteen Directors and shall always be an uneven number except when a vacancy occurs pending filling of the vacancy pursuant to the bylaws. The number of directors here in provided for may be changed by a by-law amendment adopted by the corporate officers entitled to vote. Executive Directors shall be elected annually by a majority vote of the Board of Directors. The names and addresses of the initial Trustees, constituting the first Board of Directors who are to act in that capacity until the selection of their successors are as follows:

Karl R. Deigert

11282 Matlacha Avenue

Matlacha, Florida 33993

Sherry Straub

99 Andre Mar Dr

Fort Myers Beach, Florida 33931

Wanda Klopf

830 12th Avenue South

Naples, Florida 34102

Dawn Piner

3895 Trenton Lane

North Port, Florida 34288

 

 

 

 

 

(b) Elective Officers: The officers of this Corporation shall be a president, vice president, secretary and treasurer. Other officers and offices may be established or appointed by the Board of Directors of this Corporation that any regular annual meeting. The qualifications, the time and manner of electing or appointing, the duties of, the terms of office, and the manner of removing officers, shall be as set forth in the bylaws. The officers who shall serve until the first election of Executive Officers under the Articles of incorporation are as follows:

President- Sherry Straub

99 Andre Mar Dr

Fort Myers Beach, Florida 33931

Vice President – Wanda Klopf

830 12th Avenue South

Naples, Florida 34102

Secretary- Dawn Piner

3895 Trenton Lane

North Port, Florida 34288

Treasurer- Karl Deigert

11282 Matlacha Ave

Matlacha, Florida 33993

 

(c) Standing Committees. This corporation shall have at least two (2) standing committees:

  1.  The Board of Directors shall elect annually, from its board members, an Executive Committee of four (4) persons;

  2. The Board of Directors shall appoint annually from its members a nominating committee of no fewer than three (3) persons or more than five (5). Other committees may be specified in the by-laws and or maybe appointed from time to time by the board of directors.

 

 

 

 

Article VIII

Location of Registered Office;

Identification a Registered Agent

 

  1. The address of this corporation’s initial registered office in the state of Florida is as follows:

11282 Matlacha Avenue, Matlacha, Florida 33993

 

  1. The name of this corporation's initial registered agent at the above address is as follows:

UNITED STATES CORPORATION AGENTS, INC. 13302 WINDING OAKS BLVD., SUITE A
TAMPA, FL 3361

Article IX

Income from Public Events

 

If this Corporation holds any events in which members of the general public are invited to participate for a fee, the net proceeds, if any, attributable to such participation by non-members will be paid over to an organization which is exempt from federal income tax under section 501c3 of the Internal Revenue Code on an annual basis.

 

Article X

Bylaws

 

By-laws will be hereinafter adopted at the first meeting of the Board of Directors. Such by-laws may be amended or repealed, in whole or in part by the Directors in the manner provided therein. Any amendments to the by-laws shall be binding on all Officers and the Board of Directors of this Corporation.

 

Article XI

Amendment of Articles

 

Amendments to these articles of incorporation may be proposed by a resolution adopted by the board of directors and presented to a quorum of members for their vote. Amendments may be adopted by a vote of two-thirds of a quorum of Executive Officers and Board Members of the corporation.

 

Article XII

Dissolution

 

This Corporation shall be dissolved, and its affairs wound up by a two-thirds vote of the corporation’s voting Executive Officers and Board Members, or when the objects for which the Corporation is organized has been fully accomplished. 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.

 

 

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