ARTICLE I

The name of this corporation shall be as follows:
FEDERATION DES ANCIENS DE REGINA ASSUMPTA, INC.

ARTICLE II

Address of Corporation –
The principal place of business of the corporation shall be located in either of the Tri-County of South Florida, namely Dade, Broward & Palm Beach counties and at such other points in the USA and foreign countries as may, from time to time, be authorized by the Board of Directors.
The address of the corporation is as follow:

ARTICLE III

SECTION 1.1 – For all intents and purposes, as of the foundation date of the Corporation, the functions of the Corporation shall be carried by the Board of Directors and the Executive Officers as defined herein subsequently.

SECTION 1.2 – The Board of Directors shall comprise of the organization founders, past presidents, and past vice-presidents. The number of persons constituting the Board of Directors shall be four (4) and may be increased or decreased from time to time in accordance with the Bylaws, but shall never be less than three (3) persons. The Board of Directors shall have the power to make, alter, amend and rescind the corporation Bylaws.  They shall be vested in the management of the corporation, and shall ratify the nomination of the Executive Officers after conferring within 48 hours.

SECTION 1.3 – The Executive Officers shall be elected or appointed with a majority by the voting members of the Corporation. The Officers shall be elected at such time and for such terms as provided the Bylaws. In the absence of such provisions, Officers shall be appointed by the Board of Directors.  The number of persons, constituting the Executive Officers shall be seven (7) and may be increased or decreased from time to time in accordance with the Bylaws, but shall never be less than five (5) persons. The Executive Officers, namely the President, Vice-President, Treasurer, & Assistant Treasurer, shall be an alumni of CRA (College Regina Assumpta) or F.E.R.A.(Federation …… Regina Assumpta). The Secretary, Assistant-Secretary, and Public Relations, shall be a member of F.A.R.A for at least one year. The Executive Officers shall take function after the final approval of the Board of Directors.

SECTION 1.4 – The Corporation shall follow the fiscal year of January to December.  Election for new Executive Officers will be held every three (3) years on the second Sunday of the month of May. New Officers will be elected by a majority of the Voting Members and shall hold office for a three (3) year period. The Board of Directors shall hold office for a period of five (5) years. The Board Members have the right to rescind from their position at any time after written notice to the Board and the Executive Officers.

 ARTICLE IV

SECTION 1.1 – The name and address of each member of the Board of Directors of the Corporation are as follows:

Chairman of the Board
Member of the Board 
Member of the Board
Member of the Board

SECTION 1.2 – The name and address of each Executive Officers of the Corporation are as follows

President                      
Vice-President              
Secretary                     
Assist-Secretary           
Assist-Treasurer          
Public Relations          

ARTICLE V

The Corporation is a corporation not-for-profit as defined in Chapter 617, Florida Statutes, in that it is not formed for the pecuniary profit and no part of the income or assets of the Corporation is distributed to or for the benefit of its members, Directors or Officers, except to the extent permissible under the law and under Section 501 ©(3) of the United States Internal Revenue Code of 1986.

ARTICLE VI

The Corporation is organized for the purpose:

            – to engage in the following activities: education, fundraising activities to promote and support educational activities

            – to operate for educational, charitable purposes, for the making, and distribution of revenues, proceeds, donations to organizations that are qualified to receive such proceeds.

This Corporation shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation or shall participate or intervene (by publication or distribution of any distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office.  Solely for the above purposes, but not by way of limitations, the Corporation is empowered to:

Section 1 – Exercise all the powers conferred by law upon corporation not-for-profit, including without limiting the generality of the foregoing, to acquire by bequest, devise, gift, purchase, lease or otherwise any property of any sort or nature without limitations as to its amount or value, and to hold, invest, reinvest, manage, use, apply, employ, sell, expend, disburse, lease, mortgage, convey, option, donate or otherwise dispose of such property, and the income, principal and proceeds of such property of such property, for any of the purposes set forth herein.

APPENDIX A

DUTIES AND RESPONSIBILITIES

1- PRESIDENT shall:

            – demonstrate strong leadership skills and good moral character, sound judgment in conducting the affairs of the Corporation

            –  respect the mission, the philosophy, and the Bylaws of the Corporation as stated in the Articles of Incorporation

            – execute all decisions after conferring with the Board of Directors, the Executive Officers and after unanimous approval of the Members

            – have the right to make an Executive Decision in HARDSHIP SITUATION ONLY

            – act at all time for the benefits of the Corporation and prevent jeopardizing its welfare and the welfare of its members

            – safeguard the Corporation documents and other acquired items in a secure location until corporation moved to its own office

            – delegate responsibilities to the Chair Officer of committees and work in collaboration with the Members to assure the effectiveness and success of the Projects

            –  be a good communicator, be organized, disciplined, have self-control, and self- respect and respect for the members’ opinion and suggestions and ideas

            – set monthly calendar meetings for the year, prepare meetings agenda and conduct meetings in timely manner with leadership, order, discipline, and respect for other’s opinions

2- VICE-PRESIDENT shall:

            – possess leadership abilities, have good moral character, good communicator, be cordial, organized, disciplined, have self-control and self-respect

            – assist the President in every aspect in the routine affairs of the Corporation, and lead in the absence of the President

            –  assume a supporting role for the President and carry on any duties or responsibilities as delegate by the President

3- TREATURER shall:

            – safeguard the financial affairs of the Corporation and carry on its duties in accordance with the governing rules and regulations as the applied to the exempt status of 501(C)3 of the Corporation

            – maintain the Corporation bank account(s), bank statements, keep accounting ledger(s), and conduct financial duties with transparency and accurate data

            – prepare and submit treasury report at each scheduled meeting, submit financial report one (1) week after each events and present yearly financial report

            – set-up systems that create check and balance in order to prevent misused or mismanagement of the Corporation revenues, and donations.

            – keep track of the membership fees and reinforce the timely submission of memberships during the first month of the current fiscal year (January)

ASSISTANT-TREASURER shall:

– assists and support the Treasurer in every aspect of her duties and  responsibilities

            – act as treasurer in the absence of the Treasurer

SECRETARY shall:

            – assist and support the President in the running of the corporation

            – take minutes at all meetings and call conferences and submit minutes report at each meeting

            – communicate relevant information to all members either by voice message, text message, email, calling tree, written memos or letters

            – assure that meetings are held on time, conducted as per agenda ‘du jour”, with discipline without unnecessary interruption, with mutual respect and cordiality

            – follow-up with members on assigned tasks for special project or responsibilities

            – maintain the Corporation correspondence: memos, incoming & outgoing mails

            – responsible of Corporation Postal Box, file cabinet and other office equipments as available or pertinent to the Corporation

ASSISTANT SECRETARY shall:

            – assist the Secretary in all aspects of her responsibilities as delegated

            – be the cornerstone and bridge between the Members, the Secretary, the President and the Coordinator

            – act as Secretary in the absence of the Secretary

COORDINATOR/PUBLIC RELATION shall:

            – execute all events, fundraisings activities of the Corporation as discussed & planned with the Board of Directors, the Executive Officers and the Members

            – create sub-committees to assist in the execution of all planned projects

            – prepare and present for approval a yearly calendar of events and assure the success of all activities for the benefit of the Corporation

            – respect the status of not-for-profit of the Corporation as a qualifying (501(C)3 organization as defined in Chapter 617 of the Florida Statutes in the planning of all

Events

            – confer with the President first before taking any decisions not discussed or unanimously agreed upon by the Members

            – timely prepare and submit financial reports after each event to the President and the Treasurer to allow accurate and prompt final treasury report

            – acknowledge monthly the birthday of the Corporation members, Board and Executive members

            – submit yearly agenda of the Corporations activities and fundraising activities for approval by the Board of Directors, the Executive Officers and the Members

            – represent the Corporation and be the “Porte Parole” of the Corporation as assigned and delegated by the President and the Members.

ARTICLE VII

SECTION 1.1 – No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its Members, Directors or Officers, 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 the in the Article VI hereto.

SECTION 1.2 – Notwithstanding any other provision of these articles, this Corporation shall not carry on any other activities not permitted to be carried on (a) by 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 federal tax code.

SECTION 1.3 –  Upon the dissolution of the Corporation, the Board of Directors and the Executive Officers shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or religious purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)3 of the Internal Revenue Code, or the corresponding provisions of any future federal tax code. Any such assets not so disposed of shall be disposed of by the 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 VIII

The Corporation shall have voting members that are not part of the Executive or the Board members. The Voting Members, like other members are volunteers. They may or may not be an alumni. Voting Members shall have the rights and privileges of electing the Officers of the Corporation. The Bylaws may provide for one or more classes of voting members. The bylaws may also provide for nonvoting members of one or more classes.  Voting members and nonvoting members shall be admitted in such a manner and shall have such right and privileges as are set forth in the Bylaws of the Corporation. The members shall not be personally liable for the debts of the Corporation.

ARTICLE IX

The management of the Corporation shall be vested in the Board of Directors and the Executive Officers. The number of persons constituting the present Board of Directors is four (4). The number of persons constituting the present Executive Members is seven (7).

SECTION 1.1 –   The Board of Directors shall oversee the Executive Officers. The Board shall hold a yearly meeting with all board members. The Board shall hold biannual meetings or any emergency meeting as deemed necessary with the Executive Officers to discuss the corporation affairs and to take necessary actions for the welfare of the corporation. The Board of Directors have the right, by a majority vote, to suspend, replace or take disciplinary actions against any officers who have violated the rules of the Bylaws, or who have displayed a lack of leadership, or shown unethical, unprofessional or disorderly conducts.

SECTION 1.2 –   The Executive Officers shall be responsible of the overall activities of the corporation. They are responsible for annual budgeting, planning of fundraising events, networking with other organizations, recruiting new members, conducting monthly meetings. The Executive Officers have the right to create sub-committees for the routine activities of the Corporation that will be chaired by an officer. The Executive Officer shall handle the financial affairs of the corporation according to the qualifying rule as an exempt organization under Section 501(c)3 of the Internal Revenue Code. The Executive Officers in collaboration with the Board of Directions shall be responsible of the welfare for the corporation and of its voting members.    

ARTICLE X

The Bylaws of the Corporation are to be made and adopted by the Board of Directors and the Executive Officers. The Bylaws may be altered, amended or rescinded by the Board of Directors.

ARTICLE XI

The Corporation shall indemnify its Directors, Officers, Members, and agents in accordance with the Bylaws of the Corporation.

ARTICLE XII

The Corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation or any amendment to the, and all rights and privileges conferred upon the Directors, Officers and Members are subject to this reservation. The Articles of the Incorporation may be amended in accordance with the provisions of the laws of the State of Florida, as amended from time to time, unless more specific provisions for amendments are adopted by the Corporation pursuant to law, provided that any amendments will not adversely affect the status of the corporation as an organization qualifying under 501(C)3 of the Internal Revenue Code.

ARTICLE XIII

This duration term of the Corporation is perpetual

IN WITNESS WHEREOF, the undersigned incorporates have hereinto set their hands and seals at…….., State of Florida this ——————–day of ———————— 2011.

President __________________________                                                 Vice-President ____________________

Treasurer __________________________                                                 Secretary _____________________

STATE OF FLORIDA)
SS
COUNTY OF BROWARD

BEFORE ME, a notary public authorized to take acknowledgements in the State and County set forth above, personally appeared, ___________________ known to be the person who executed the foregoing Articles of Incorporation, and acknowledge before me that he/she executed those Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the State and County aforesaid this ————-day of —————– 2011.

NOTARY PUBLIC OF FLORIDA___________________________________________

My Commission Expires:

ACCEPTANCE BY REGISTERED AGENT
I hereby accept designation as Registered Agent of the above-named Corporation.

Name _____________________________

APPENDIX A

DUTIES AND RESPONSIBILITIES

1- PRESIDENT shall:

            – demonstrate strong leadership skills and good moral character, sound judgment in conducting the affairs of the Corporation

            –  respect the mission, the philosophy, and the Bylaws of the Corporation as stated in the Articles of Incorporation

            – execute all decisions after conferring with the Board of Directors, the Executive Officers and after unanimous approval of the Members

            – have the right to make an Executive Decision in HARDSHIP SITUATION ONLY 

            – act at all time for the benefits of the Corporation and prevent jeopardizing its welfare and the welfare of its members

            – safeguard the Corporation documents and other acquired items in a secure location until corporation moved to its own office

            – delegate responsibilities to the Chair Officer of committees and work in  collaboration with the Members to assure the effectiveness and success of the

Projects

            –  be a good communicator, be organized, disciplined, have self-control, and self-respect and respect for the members’ opinion and suggestions and ideas

            – set monthly calendar meetings for the year, prepare meetings agenda and conduct meetings in timely manner with leadership, order, discipline, and respect for other’s opinions

2- VICE-PRESIDENT shall:

            – possess leadership abilities, have good moral character, good communicator, be cordial, organized, disciplined, have self-control and self-respect

            – assist the President in every aspect in the routine affairs of the Corporation, and lead in the absence of the President

            –  assume a supporting role for the President and carry on any duties or responsibilities as delegate by the President

3- TREATURER shall:

            – safeguard the financial affairs of the Corporation and carry on its duties in accordance with the governing rules and regulations as the applied to the exempt status of 501(C)3 of the Corporation

            – maintain the Corporation bank account(s), bank statements, keep accounting ledger(s), and conduct financial duties with transparency and accurate data

            – prepare and submit treasury report at each scheduled meeting, submit financial report one (1) week after each events and present yearly financial report

            – set-up systems that create check and balance in order to prevent misused or mismanagement of the Corporation revenues, and donations.

            – keep track of the membership fees and reinforce the timely submission of memberships during the first month of the current fiscal year (January)

ASSISTANT-TREASURER shall:

– assists and support the Treasurer in every aspect of her duties and              responsibilities

            – act as treasurer in the absence of the Treasurer

SECRETARY shall:

            – assist and support the President in the running of the corporation

            – take minutes at all meetings and call conferences and submit minutes report at each meeting

            – communicate relevant information to all members either by voice message, text message, email, calling tree, written memos or letters

            – assure that meetings are held on time, conducted as per agenda ‘du jour”, with discipline without unnecessary interruption, with mutual respect and cordiality

            – follow-up with members on assigned tasks for special project or responsibilities

            – maintain the Corporation correspondence: memos, incoming & outgoing mails

            – responsible of Corporation Postal Box, file cabinet and other office equipments as available or pertinent to the Corporation

ASSISTANT SECRETARY shall:

            – assist the Secretary in all aspects of her responsibilities as delegated

            – be the cornerstone and bridge between the Members, the Secretary, the President and the Coordinator

            – act as Secretary in the absence of the Secretary

COORDINATOR/PUBLIC RELATION shall:

            – execute all events, fundraisings activities of the Corporation as discussed & planned with the Board of Directors, the Executive Officers and the Members

            – create sub-committees to assist in the execution of all planned projects

            – prepare and present for approval a yearly calendar of events and assure the success of all activities for the benefit of the Corporation

            – respect the status of not-for-profit of the Corporation as a qualifying (501(C)3 organization as defined in Chapter 617 of the Florida Statutes in the planning of all

Events

            – confer with the President first before taking any decisions not discussed or unanimously agreed upon by the Members

            – timely prepare and submit financial reports after each event to the President and the Treasurer to allow accurate and prompt final treasury report

            – acknowledge monthly the birthday of the Corporation members, Board and

Executive members

            – submit yearly agenda of the Corporations activities and fundraising activities for approval by the Board of Directors, the Executive Officers and the Members

            – represent the Corporation and be the “Porte Parole” of the Corporation as assigned and delegated by the President and the Members