ARTICLES OF INCORPORATION
OF
UNIVERSITY OF WEST FLORIDA FOUNDATION, INC.
The undersigned subscribers to these Artic1es of Incorporation,
each a natural person competent to contract, hereby associate themse1ves
together to form a corporation not for pecuniary profit, under Chapter
617, Florida Statutes, 1963:
ARTICLE I
The name of this corporation is: University of West Florida
Foundation, Inc.
ARTICLE II
The purposes for which this corporation (hereinafter called the
Foundation) is organized are as fo1lows:
1. To encourage, solicit, receive and administer gifts and
bequests of property and funds for scientific, educationa1 and
charitable purposes, all for the advancement of The University of West
Florida and its objectives; and to that end to take and hold, either
absolutely or in trust for any of said purposes, funds and property of
all kinds, subject only to any limitations or conditions imposed by law
of the instrument under which received; to sell, lease, convey and
dispose of any such property and to invest and reinvest any proceeds and
other funds, and to deal with and expend the principal and income for
any purposes herein authorized; to act as trustee; and, in general, to
exercise any, all and every power, including trust powers, which a
corporation not for profit organized under the laws of Florida for the
foregoing purposes can be authorized to exercise.
2. To promote and support education; to provide (a) funds which
are not provided from public sources for use in the furtherance of the
education and welfare of The University of West Florida, its faculty and
students; (b) funds to be used in attracting experienced and outstanding
instructors, educators and scientists to such university; (c)
educational facilities, including dormitories; (d) scholarships.
3. To do and perform any acts and expend its funds in any manner
which the Board of Trustees shall determine will be beneficial to
education and the University.
4. Upon specific approval of the Board of Trustees or Executive
Committee, to borrow such sums, on such terms and with such security, if
Any,as may be prescribed in such approval, but no trust assets may be
pledged or committed in a manner that wou1d violate the trust upon which
he1d.
5. All of the assets and income of the Foundation shal1 be used
only for the purposes hereinabove set out, including the payment of
expenses incidenta1 thereto; and no part of its assets or income shall
be distributable to its members, trustees or officers, and no
substantial part of its activities shall be for the carrying on of
propaganda or otherwise: attempting to influence legislation, and the
Foundation shall not participate in or intervene in (including the
publishing or distributing of statements) any political campaign on
behalf of any candidate for public office. In the event of disso1ution
or other termination of the Foundation, title to all its assets sha1l
vest in the Board of Regents of the State of Florida, the governing
board of the state university system, or its successor, to be used
exclusively for the purposes hereinabove set out, it being intended that
no distribution or payment sha1l be made which will impair or destroy
the tax exempt status of the Foundation or which will result in the
denial of the tax exempt status of donations, contributions, 1egacies,
bequests, or dues received by this Foundation, to the extent that such
tax exempt status sha11 be a11owed under any applicable laws or
regulations.
6. The University President is empowered by the Board of Regents
to monitor and control the use of University resources. He or she sha11
retain control of the university name and shall monitor compliance of
the direct support organization with state and federal laws and the
Rules of the Board of Regents.
ARTICLE III
The qualifications of the members and their manner of admission
shall be as fo1lows:
Any person of good character whose financial contribution to the
Foundation is or are accepted by the Board of Trustees shal1 be a member
of the corporation. Additiona1 qualifications may be specified and
required pursuant to provisions of the by-laws of the corporation.
All-persons interested in the scientific, educational and
charitable purposes of the Foundation and the advancement of The
University of West Florida and its objectives and who meet such
additional qualifications as may be prescribed in the by-laws are
eligible to become members of the Foundation upon approval or acceptance
in any manner authorized by the Board of Trustees.
To honor individuals who have significantly advanced the objectives
of The University of West Florida, the Board of Trustees may provide for
a class of membership to be known as University of West Florida
Foundation Fellows. Fellows sha11 be elected upon the nomination of the
Board of Trustees and confirmation by the President of the University.
Their number shall be limited only by the high standards to be observed
in their selection to assure that this honor be extended to persons of
merit and distinction. The qualifications for and privileges of this
membership may be prescribed in the by-laws.
ARTICLE IV
The Foundation shall have perpetual existence.
ARTICLE V
The names and residences of the subscribers to these artic1es of
incorporation are:
G. Wright Reese Town Point
Gulf Breeze, Florida 32561
Frontis Sherrill 837 Bayshore Drive
Warrington, Florida 32507
Harold Bryan Crosby 30 Rockwood Road
River Gardens
Pensacola, Florida 32504
ARTICLE VI
Section 1. Board of Trustees.
The affairs of the Foundation shall be managed by a Board of
Trustees of not less than five (5) nor more than twenty-eight (28)
members. Except as otherwise provided herein, their number,
qua1ifications, terms of office, and manner of se1ection shall be fixed
in the by-laws. The quorum required for the conduct of business shall
be fixed in the by-laws.
Section 2. Executive Committee.
The by-laws may provide for the e1ection of an Executive Committee
of not less than five (5) members of the Board of Trustees and may
authorize such committee to exercise all or part of the powers and
authority of the Board of Trustees subject on1y to such restrictions or
limitations as the Board of Trustees may specify.
Section 3. Officers.
The officers of the Foundation shall be a President, Vice
President, Secretary, Treasurer, and Assistant Treasurer. The officers
shall be elected by the Board of Trustees, as prescribed in the by-laws.
The offices of President, Vice President, Secretary, Treasurer, and
Assistant Treasurer shall be members of the Board of Trustees.
ARTICLE VII
The names of the officers who are to manage the affairs of the
Foundation until after the first election hereunder are:
Dave Johnson, President P 0. Box 711
Pensacola, Florida 32502
Warren Briggs, Vice President Box "C"
Century, Florida 32535
Thomas G. Carpenter, Secretary- University of West Florida
Treasurer Pensacola, Florida 32504
Peter M. Perceval, Executive University of West Florida
Director Pensacola, Florida 32504
ARTICLE VIII
The following twenty-eight (28) persons shall constitute the Board
of Directors of the Foundation until the first election hereunder,
to-wit:
Braden Ball 101 East Romana Street
Pensacola, Florida 32501
J. M. Boland 15 North Palafox Street
Pensacola, Florida 32501
Warren Briggs Box "C"
Century, Florida 32535
Thomas C. Carpenter University of West Florida
Pensacola, Florida 32504
Harold B. Crosby University of West Florida
Pensacola, Florida 32504
Sam Fleming Panama Machine and Supply
Panama City, Florida
Charles F. Gund 217 West Garden Street
Pensacola, Florida 32502
Dave Johnson P. 0. Box 711
Pensacola, Florida 32502
J. McHenry Jones Empire Building
Pensacola, Florida 32501
Erling N. Lee P. 0. Box 351
Pensacola, Florida 32502
Sam A. Love 418 West Garden Street
Pensacola, Florida 32501
H. T. Martin, Jr. University of West Florida
Pensacola, Florida 32504
Finis Morgan Chemstrand Company
Cantonment, Florida 32533
John C. Pace Room 230 San Carlos Hotel
Pensacola, Florida 32501
Peter M. Perceval University of West Florida
Pensacola, Florida 32504
Dr. Philip B. Phillips 1515 West Moreno Street
Pensacola, Florida 32501
William D. Pollak 4150 West Blount Street
Pensacola, Florida 32505
Robert L. Pulley 75 North Pace Bou1evard
Pensacola, Florida 32505
G. .Wright Reese 213 South Palafox Street
Pensacola, Florida 32501
Harold E. Rose Newport Industries
Pensacola, F1orida 32502
Frontis w. Sherrill P. O. Box 1551
Pensacola, Florida 32502
Julius J. Stern Southern Plywood Corporation
Cantonment, Florida 32533
F. M. Turner, Jr. 100 West Garden Street
Pensacola, Florida 32501
Paul K. Vonk University of West Florida
Pensacola, Florida 32504
Justin R. Weddell Room 705, San Carlos Hotel
Pensacola, Florida 32501
H. Mahlon Weis 126 Barrancas Avenue
Pensacola, Florida 32501
Robert S. Welch St. Regis Paper Company
Cantonment, Florida 32533
Charles P. Woodbury 1575 Barrancas Avenue
Pensacola, Florida 32501
ARTICLE IX
These articles of incorporation may be amended at any annual
meeting, or at any special meeting cal1ed for that purpose, by a
two-thirds vote of the members of the Board of Trustees in attendance at
which a quorum is present and voting throughout.
ARTICLE X
The by-laws of the Foundation are to be made, altered or rescinded
by the Board of Trustees in the manner set forth in the by-laws.
ARTICLE XI
Each member shall have one vote at any membership meeting and there
may be included in the by-laws a provision as to the number of members
which shall constitute a quorum at any membership meeting.
ARTICLE XII
The initial post office address of the principal office of this
corporation in the State of Florida is c/o The University of West
Florida, Pensacola, Florida. The Board of Trustees may from time to
Time move the principal office to any other address in Florida.
ARTICLE XIII
The corporate existence of this Corporation shall commence upon the
filing of these articles with the Secretary of State in the manner
provided by law.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals this 17th day of September, A.D. 1965.
/s/ Frontis w. Sherrill (SEAL)
/s/ G. Wright Reese (SEAL)
/s/ Haro1d Bryan Crosby (SEAL)
