Saint Andrew Bay Quilters' Guild
Articles of Incorporation
In Compliance with Chapter 617,F.S., (Not for Profit)


ARTICLE I - NAME

The name of the corporation shall be: ST. ANDREW BAY QUILTERS' GUILD, INC.

ARTICLE II - PRINCIPAL OFFICE

The principal place of business and mailing address of this corporation shall be:

Place of Business:
North Side Baptist Church
530 Airport Road
Panama City, FL 32405

Mailing Address:
St. Andrew Bay Quilters' Guild, Inc.
P O Box 16225
Panama City, FL 32406

ARTICLE III - PURPOSE

The purpose for which the corporation is organized is to further the education of guild members and the general public in the American folk art of quilts and quilting that will stimulate interest and creativity in the continuous development of this unique art form.

ARTICLE IV - MANNER OF ELECTION

The officers of the corporation will consist of President, First Vice-President, Second Vice-President, Secretary, and Treasurer. They shall be elected annually by the general membership. All terms of office shall be for one year, and each officer may hold office for no more than two consecutive terms. Nominations for officers may be made from the floor by any member with the consent of the nominee. When there are no nominations from the floor by the general membership, the board of directors shall fill the vacancy. When there is only one candidate for each office, the election is by acclamation. When more than one candidate for any office exists, the election shall be by ballot and a majority of those voting shall elect. Vacancies in office may be filled at any regular meeting in the above manner with the approval of the general membership.

ARTICLE V - INITIAL DIRECTORS/ OFFICERS

• PRESIDENT: Carole Mabardy
• VICE- PRESIDENT: Judith Dzadek
• SECRETARY: Kristin Rolle
• TREASURER: Marlene Frank

ARTICLE VI - INITIAL REGISTERED AGENT

The name of the registered agent is: Adelyn Ewbank

ARTICLE VI - INCORPORATOR

The name of the Incorporator is: Carole V. Mabardy

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF ST. ANDREW BAY QUILTERS' GUILD, INC.

Pursuant to the provisions of section 617.1006, Florida Statutes, the undersigned Florida nonprofit corporation adopts the following articles of amendment to its articles of incorporation.

FIRST: Amendments adopted:

ARTICLE III - PURPOSE

amended to read:

The purpose for which the corporation is organized is to further the education of guild members and the general public in the American folk art of quilts and quilting that will stimulate interest and creativity in the continuous development of this unique art form, exclusively as a charitable, educational exempt organization under section 501 (c)(3) of the Internal Revenue Code, to the corresponding section to any future tax code.

ARTICLE VII INITIAL REGISTERED AGENT AND STREET ADDRESS

amended to read:

ARTICLE VIII - INITIAL REGISTERED AGENT AND STREET ADDRESS

ARTICLE VII INCORPORATOR

amended to read:

ARTICLE IX - INCORPORATOR

The following two articles have been added:

ARTICLE VI - ACTIVITIES

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 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. The corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code.

ARTICLE VII - DISSOLUTION

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 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.

SECOND: The date of adoption of the amendments was : November 15th 2000

THIRD: The amendments were adopted by the members and the number of votes cast for the amendment was sufficient for approval.

CAROLE V. MABARDY
PRESIDENT
November 20, 2000

nbsp;