Amended and Restated Articles of Incorporation of Orlando Road Club, Inc.
A Florida Not For Profit Corporation
In compliance with the requirements of Chapter 617, Florida Statutes (2000), the undersigned, being natural persons and all of the members of the Board of Directors of Orlando Road Club, Inc., a Florida not for profit corporation (“ORC” or “Club”), do hereby act in amending and restating the articles of incorporation of the Club as follows:
ARTICLE I
The name of the Club shall be: Orlando Road Club, Inc.
ARTICLE II
The Club was incorporated as a Florida not for profit corporation, effective April 3, 1992, and the existence of the Club shall be perpetual.
ARTICLE III
The Club 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.
ARTICLE IV
The Club shall be a membership corporation, with no shares authorized or to be issued, and shall be managed and governed by its board of directors. The method by which the board of directors shall be appointed or elected shall be set forth in the By-Laws of the Club.
ARTICLE V
The street address of the principal office of the Club is: Orlando Road Club, Inc., c/o Dennis Sutherlin, 54 Live Oak Road, Winter Garden, Florida 34787.
ARTICLE VI
The current registered agent is Dennis Sutherlin, whose street address is 54 Live Oak Road, Winter Garden, Florida 34787.
ARTICLE VII
The names and addresses of the initial incorporators of the Club are set forth in the Club’s initial articles of incorporation, on file with the Office of the Secretary of State, State of Florida, Tallahassee, Florida.
ARTICLE VIII
The names and addresses of the incumbent board of directors of the Club are as follows:
Dennis Sutherlin, 54 Live Oak Road
Chairperson Winter Garden, Florida 34787
Dave Butcher 615 Queensbridge Drive
Lake Mary, Florida 32746
Bill Carignan 104 Riverside Drive, #605
Cocoa, Florida 32922
Bill Ennis 473 Woldunn Circle
Lake Mary, Florida 32746
Tommy Hayes 311 Emerald Shores Circle
Ocoee, Florida 34761
Dan Whitney 105 Waymont Court
Lake Mary, Florida 32746
Tom Wingate 705 Creekwater Terrace, #111
Lake Mary, Florida 32746
ARTICLE IX
Members of the Club shall be admitted or terminated as provided in the By-Laws, and the rights and obligations of members shall also be set forth therein. Membership in the Club shall be personal to the member and not transferable. The Club shall initially have one class of membership, but the Club reserves the right through its board of directors to have multiple classes of membership, as provided in the By-Laws. The distribution of assets upon dissolution or liquidation shall be as provided in Article XII below.
ARTICLE X
No part of the net earnings of the Club shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers, or other private persons, except that the Club 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 III hereof. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club 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 XI
The Club shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, or nondirector volunteer of the Club, or, while serving as a director, officer, or nondirector volunteer of the Club, is or was serving at the request of the Club as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Club or its members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or in a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Club or its members and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
In addition to the foregoing, the Club shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Club to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, or nondirector volunteer of the Club or, while serving as a director, officer, or nondirector volunteer of the Club, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including attorney fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Club or its members. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the Club unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.
ARTICLE XII
Upon the dissolution of the Club, 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 Club 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 XIII
These Amended and Restated Articles of Incorporation may be modified, altered, amended, or repealed, and new, amended or restated articles may be adopted, by the affirmative vote of a majority of the board of directors in accordance with the meeting, quorum and related procedures for action by the board of directors as set forth in the By-Laws.
In Witness Whereof, we, being all of the duly appointed or elected members of the Board of Directors of the Club, have hereunto subscribed our names this 11th day of December, A.D., 2000.
/s/ Dennis Sutherlin, Chairperson
/s/ Dave Butcher, Director
/s/ Bill Carignan, Director
/s/ Bill Ennis, Director
/s/ Tommy Hayes, Director
/s/ Dan Whitney, Director
/s/ Tom Wingate, Director
