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Articles of Incorporation of Scripps Florida Funding Corporation

For Creating a Scripps Florida Funding Corporation, the following articles of incorporation has to be completed and submitted along with any necessary information.

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ARTICLES OF INCORPORATION 
OF 
SCRIPPS FLORIDA FUNDING CORPORATION 
 
 
The undersigned hereby forms a corporation not for profit under Chapter 617 of 
the Florida Statutes (the “Corporation”) and, for these purposes, does hereby adopt the 
following Articles of Incorporation. 
ARTICLE I - NAME	
 
 
The name of the Corporation shall be SCRIPPS FLORIDA FUNDING 
CORPORATION. 
ARTICLE II - PURPOSES	
 
 
The purposes for which the Corporation is organized are to:  
(a)  Enhance education and research and promote, stimulate, develop and 
advance the business prosperity and economic welfare of the State of Florida (the 
“State”) and its residents; stimulate and assist in the development of business activity 
which will promote the economic diversity of the State; promote education, research and 
development in the science of biotechnology to develop the means of predicting, 
preventing, treating or curing diseases that affect the health of the State’s residents;   
(b)  Receive, hold, invest, administer and disburse funds appropriated by the 
State Legislature (the “Legislature”) for the establishment and operation of a state-of-
the-art biomedical research institution and campus in the State by The Scripps 
Research Institute, a not-for-profit public benefit corporation organized within the 
meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, (“SRI”);

2 (c)  Facilitate and oversee the State goal and public purpose of providing 
financial support for the institution and campus in order to expand the amount and 
prominence of biomedical research conducted in the State, provide an inducement for 
high-technology businesses to locate in the State, create educational opportunities 
through access to and partnerships with the institution, and promote improved health 
care through the scientific outcomes of the institution; 
(d)  Receive, hold, invest, administer and disburse funds appropriated by the 
Legislature in support of Section 288.955, Florida Statutes (the “Act”) for the economic 
development project defined by a contract (the “Contract”) with SRI or such division, 
subsidiary, affiliate or entity formed by SRI (the “Grantee”) to establish a biomedical 
research institution and campus in the State; 
(e)  The purposes for which the Corporation is organized shall be limited to 
those which are strictly charitable.  In no event shall the Corporation engage in any 
activity which would be contrary to the purposes and activities: (1) permitted to be 
engaged in by any organization the activities of which are exempt from federal income 
tax under Section 501(c) of the Internal Revenue Code of 1986, as hereafter amended, 
and the applicable rules and regulations thereunder (the “Code”); or (2) of a corporation, 
contributions to which are deductible under Section 170(c) of the Code;  
(f)  The Corporation shall not engage, nor shall any of its funds, property, or 
income be used, in carrying on propaganda or otherwise attempting to influence 
legislation, nor shall the Corporation participate in or intervene in (including the 
publishing or distributing of statements) any political campaign on behalf of any 
candidate for public office, nor shall the Corporation engage in subversive activities;

3 (g)  The Corporation shall not be operated for the primary purpose of carrying 
on an unrelated trade or business as defined in Section 513 of the Code; 
(h)  No compensation shall be paid to any officer, director, trustee, creator or 
organizer of the Corporation; 
(i)  The Corporation is organized to serve public interests.  Accordingly, it 
shall not be operated for the benefit of private interests; and 
(j)  In general, to do any and all acts and things, and to exercise any and all 
powers which now or hereafter are lawful for the Corporation to do or exercise under 
and pursuant to the Act. 
ARTICLE III – POWERS	
 
 
  In addition to the powers and duties delineated in Chapter 617 of the Florida 
Statutes and the articles and bylaws adopted thereunder, the Corporation: 
  (a)  Is organized and operated exclusively to receive, hold, invest, administer 
and disburse funds appropriated by the Legislature in support of the Act and to disburse 
any income generated from the investment of such funds consistent with the purpose 
and provisions of the Act; 
  (b)  May make and enter into contracts and assume such other functions as 
are necessary to carry out the provisions of the Act; 
  (c)  May enter into leases and contracts for the purchase of real property and 
hold notes, mortgages, guarantees, or security agreements to secure the performance 
of obligations of the Grantee under the Contract entered into between the Corporation 
and the Grantee;

4   (d)  May perform all acts and things necessary or convenient to carry out the 
powers expressly granted in this section, the Act and the Contract to be entered into 
between the Corporation and the Grantee and the Corporation and OTTED; 
  (e)  May make expenditures from funds provided by the State, including any 
necessary administrative expenditures consistent with its powers; 
  (f)  May indemnify, and purchase and maintain insurance on behalf of, 
directors, officers and employees of the Corporation against any personal liability or 
accountability; 
  (g)  Shall disburse funds pursuant to the provisions of the Act and the Contract 
entered into between the Corporation and the Grantee; 
  (h)  Shall receive and review reports and financial documentation provided by 
the Grantee to ensure the compliance with the provisions of the Act and provisions of 
the Contract; 
  (i)  Shall annually by December 1 submit to the Governor of the State, the 
President of the Senate of the State and the Speaker of the House of Representatives 
of the State, a complete and detailed report detailing the performance of the Grantee.  
The report shall include, at a minimum: 
    (i)  a description of the activities of the Corporation in managing and 
enforcing the Contract with the Grantee; 
    (ii)  an accounting of the amount of funds disbursed during the 
preceding fiscal year to the Grantee; 
    (iii)  an accounting of expenditures by the Grantee during the fiscal year 
of funds disbursed to it by the Corporation;

5     (iv)  information on the number and salary level of jobs created by the 
Grantee, including the number and salary level of jobs created for residents of Florida; 
    (v)  information on the amount and nature of economic activity 
generated through the activities of the Grantee; 
    (vi)  an assessment of factors affecting the progress toward achieving 
the projected biotech industry cluster associated with the Grantee’s operations; 
    (vii)  a compliance and financial audit of the accounts and records of the 
Corporation at the end of the preceding fiscal year conducted by an independent 
certified public accountant in accordance with rules of the Auditor General of the State 
of Florida; and 
    (viii)  a description of the status of the performance expectations under 
subsection (9) and the disbursement conditions under subsection (10) of the Act. 
  (j)  May sue and be sued and appear and defend in all actions and 
proceedings in its corporate name to the same extent as a natural person; 
  (k)  May adopt, use, and alter a common corporate seal.  However, such seal 
need not always contain the words “corporation not for profit”; 
  (l)  May adopt, amend, and repeal the articles of incorporation and bylaws in 
a way that is not inconsistent with the powers granted to it in the Act for the 
administration of the affairs of the Corporation and the exercise of its corporate powers; 
and 
  (m)  In no event, however, shall the Corporation have or exercise any power 
which would cause it not to qualify as a tax-exempt organization under Section 501(c) or 
Section 170 of the Code; nor shall the Corporation engage directly or indirectly in any

6 activity which would cause the loss of such qualification.  No part of the assets or the 
net earnings, current or accumulated, of the Corporation shall inure to the benefit of any 
private individual. 
ARTICLE IV - MEMBERS	
 
 
The Corporation shall have no members. 
ARTICLE V - TERM OF EXISTENCE	
 
 
The Corporation shall exist for such term as provided in the Act. 
 
ARTICLE VI – BOARD OF DIRECTORS/OFFICERS	
 
The Corporation shall be governed by a Board of Directors as follows:   
(a)  The Board of Directors shall consist of nine (9) members, three (3) of 
whom shall be appointed by the Governor of the State, three (3) of whom shall be 
appointed by the President of the Senate of the State, and three (3) of whom shall be 
appointed by the Speaker of the House of Representatives of the State.  The director of 
the Office of Tourism, Trade, and Economic Development, or the director’s designee, 
shall serve as an ex-officio, nonvoting member of the Board of Directors. 
(b)  To be eligible for appointment to the Board of Directors, an individual must 
be over eighteen (18) years of age and must not have had any direct interest in any 
contract, franchise or other benefit granted by SRI or any of its affiliate organizations 
within five (5) years before appointment.  In addition, an individual appointed to the 
Board of Directors must agree to refrain from having any direct interest in any contract, 
franchise, privilege or other benefit granted by SRI or any of its affiliate organizations 
during the term of his or her appointment and for a period of five (5) years after 
termination of such appointment.  Further, each member who is not otherwise required

7 to file financial disclosure under Section 8 of Article II of the State Constitution or 
Section 112.3144, Florida Statutes, shall file disclosure of financial interests under 
Section 112.3145, Florida Statutes. 
(c)  Each member of the Board of Directors shall serve for a term of four (4) 
years, except that initially the Governor of the State, the President of the Senate of the 
State and the Speaker of the House of Representatives of the State shall each appoint 
one member for a term of one (1) year, one member for a term of two (2) years, and 
one member for a term of four (4) years.   If the Governor of the State, the President of 
the Senate of the State, or the Speaker of the House of Representatives of the State do 
not appoint one or more of the three (3) initial members of the Board of Directors prior to 
the filing of these Articles of Incorporation, then the individual office holder having the 
right to make such appointment pursuant to the Act shall fill the vacancy on the Board of 
Directors as soon as reasonably possible after the filing of these Articles of 
Incorporation. 
(d)  A member is not eligible for reappointment to the Board of Directors, 
except, however, a member appointed to an initial term of one (1) year or two (2) years 
may be reappointed for an additional term of four (4) years. 
(e)  Vacancies on the Board of Directors shall be filled by appointment by the 
Governor of the State, the President of the Senate of the State, or the Speaker of the 
House of Representatives of the State, respectively, depending on who appointed the 
member whose vacancy is to be filled or whose term has expired.  A vacancy on the 
Board of Directors shall be filled for the remainder of the expired term and a person 
filling such vacancy may not be reappointed to the Board of Directors.  Provided,

8 however, a person appointed to fill a vacancy with two (2) years or less remaining on 
the term may be reappointed for an additional term of four (4) years. 
(f)  Each member is accountable to the People of the State for the proper 
performance of his or her duties of office. The Governor of the State, President of the 
Senate of the State and the Speaker of the House of Representatives of the State, 
according to who appointed the member, may remove a member from office for 
malfeasance, misfeasance, neglect of duty, incompetence, permanent inability to 
perform official duties, unexcused absence from three (3) consecutive meetings of the 
Board of Directors, arrest or indictment for crime that is a felony or a misdemeanor 
involving theft or a crime of dishonesty, or pleading nolo contendere to, or being found 
guilty of, any crime. 
(g)  The Board of Directors shall annually elect one of its appointive members 
as chairperson and one as vice chairperson.   The members may, by a vote of five of 
the nine Board members, remove a member from the position of chairperson or vice 
chairperson prior to the expiration of his or her term as chairperson or vice chairperson. 
 His or her successor shall be elected to serve for the balance of the removed 
chairperson’s or vice chairperson’s term. 
(h)  The chairperson of the Board of Directors shall keep a record of the 
proceedings of the Board of Directors and is the custodian of all books, documents, and 
papers filed with the Board of Directors, the minutes of the Board of Directors, and the 
official seal of the Corporation. 
(i)  The Board of Directors shall meet upon the call of the chairperson, at the 
request of the vice chairperson, or at the request of a majority of the Board of Directors.

9 The Board of Directors shall meet no less than three (3) times per calendar year.  A 
majority of the total number of all directors shall constitute a quorum.  The Board of 
Directors may take official action by a majority vote of the members present at any 
meeting at which a quorum is present.  Any member of the Board of Directors may 
participate by telephone or videoconference by which each member may hear every 
other member, however, members may not vote by proxy. 
(j)  The Corporation is subject to the provisions of Article 1, Section 24, of the 
Constitution of the State, Chapter 119, Florida Statutes, and Chapter 288, Florida 
Statutes, relating to public meetings and records. 
(k)  Members of the Board of Directors shall serve without compensation, but 
shall receive travel and per diem expenses as provided in Section 112.061, Florida 
Statutes, while in the performance of his or her duties. 
  ARTICLE VII - FIRST BOARD OF DIRECTORS	
 
 
The number of persons constituting the first Board of Directors shall be eight (8) 
and the names and addresses of the persons who are to serve as the initial directors 
and their respective terms are as follows:

10
        Name	            Address	   Term	         Appointed By	 
Elizabeth M. Fago  2401 PGA Boulevard, Suite 146   2 Years   Governor of the State 
      Palm Beach Gardens, FL 33401 
 
Marshall M. Criser, Jr.  50 North Laura Street, Suite 3300  1 Year    Governor of the State 
   Jacksonville, FL 32202 
 
Dr. John O. Agwunobi  4052 Bald Cypress Way, Bin A06  4 Years   Governor of the State 
   Tallahassee, FL 32399 
 
Felix A. Crawford  989 Ponte Vedra Boulevard    2 Years   President of the Senate 
      Ponte Vedra Beach, FL 32082 
 
James E. McCollum  4995 Spanish Oaks Circle    4 Years   President of the Senate 
   Amelia Island, FL 32034 
 
William P. Foley, II  3500 Sunyside Drive      1 Year    President of the Senate 
   Jacksonville, FL 32207 
 
Chris T. Sullivan  2202 N West Shore Blvd., 5	
th Floor  2 Years   Speaker of the House 
   Tampa, FL 33607     of Representatives 
 
Dr. Joseph J. Thomas  2275 20	
th Street       1 Year    Speaker of the House 
   Vero Beach, FL 32960     of Representatives 
 	
  In addition, pursuant to the Act the Director of the Office of Tourism, Trade, and 
Economic Development, Dr. Pam Dana, will serve as a non-voting, ex-officio member of 
the Board of Directors.  The ninth director shall be appointed as soon as possible after 
filing these Articles of Incorporation pursuant to Article VI subparagraph (c).  
 
Directors shall be appointed as provided in these Articles of Incorporation. 
ARTICLE VIII - BY-LAWS	
 
 
The Bylaws of the Corporation shall be initially approved by a majority vote of the 
Board of Directors, and thereafter may be altered or rescinded by a majority vote of the 
directors at a duly called meeting of the Board of Directors in accordance with these 
Articles of Incorporation.

11 ARTICLE IX - AMENDMENTS TO THE ARTICLES OF INCORPORATION	
 
These Articles of Incorporation may be amended in the manner provided by law. 
ARTICLE X - DISSOLUTION	
 
 
Upon the liquidation or dissolution of the Corporation, its assets, if any, remaining 
after payment (or provision for payment) of all liabilities of the Corporation, shall be 
distributed to, and only to, the Biomedical Trust Fund of the Department of Health of the 
State or, if such trust fund ceases to exist, to another State trust fund that supports 
biomedical research, and may be used for no other purpose.  No part of the assets or 
the net earnings, current or accumulated, of the Corporation shall inure to the benefit of 
a private individual. 
In the event of the dissolution of the Corporation, the Office of Tourism, Trade 
and Economic Development shall be the Corporation's successor in interest and shall 
assume all rights, duties, and obligations of the Corporation under any contract to which 
the Corporation is then a party and under law. 
ARTICLE XI - INITIAL REGISTERED OFFICE AND AGENT	
 
 
The street address of the initial registered office of the Corporation shall be: 
  Room 209, The Capitol 
  400 South Monroe Street 
Tallahassee, FL 32399 
 
The name of the initial registered agent of the Corporation shall be: 
  Raquel A. Rodriguez 
ARTICLE XII - CORPORATION'S PRINCIPAL OFFICE	
 
 
The principal office of the Corporation shall be:

12
 
 	
 
Room 1902, The Capitol 
  400 South Monroe Street 
Tallahassee, FL 32399-0250 
 
ARTICLE XIII- INCORPORATOR	
 
 
The following is the name and street address of the incorporator signing these 
Articles: 
  Raquel A. Rodriguez 
  Room 209, The Capitol 
400 South Monroe Street 
Tallahassee, FL 32399 
 
 
IN WITNESS WHEREOF, I have set my hand and seal this ____ day of 
December, 2003. 
                                                      
___________________________ 
Raquel A. Rodriguez 
 
 
CERTIFICATE OF ACCEPTANCE AS REGISTERED AGENT	
 
 
 
Having been named as the Registered Agent in the Articles of Incorporation of 
SCRIPPS FLORIDA FUNDING CORPORATION, I hereby accept and agree to act in 
this capacity. 
Dated:  December ______, 2003. 
 
 
                                                                
__________________________ 
Raquel A. Rodriguez
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