ALPHA PHI FOUNDATION OF ALPHA KAPPA PSI, INC.
(As amended December 12, 2005)
Non - Profit Corporation

ARTICLE I

The name of this corporation shall be: Alpha Phi Foundation of Alpha Kappa Psi, Inc.

ARTICLE II

The principle address of the Corporation shall be: 301 SE 17th St., Ocala FL 34471

ARTICLE III

The purposes for which the Corporation is formed:

Said corporation 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.

One of the specific objectives of the corporation under the previous paragraph is to support the Alpha Phi chapter of Alpha Kappa Psi at the University of Florida’s Warrington College of Business. To support the chapter and its alumni association through scholarships, educational seminars, provide training for interviews and job skills. To provide a permanent location to organize these activities, along with study areas for students, non-profit housing, a library and seminar rooms for members.

Said corporation while engaging in its activities shall not discriminate based on race, color, national origin, religion, gender, age or disability.

ARTICLE IV

The manner in which the directors are elected or appointed is as follows:

Section 1. The initial Board of Directors shall be composed of at least five members. The exact number of directors shall be prescribed in the By-Laws; provided however, that under no circumstances shall the minimum number of directors be less than five and the maximum number of directors greater than fifteen.


Section 2. The names and post office addresses of the members and Board of Directors are:

Names and addresses on file with the corporation

Section 3. Additional directors are elected by the current Board of Directors by a membership vote of four-fifths (4/5) or 80%.

Section 4. All initial and elected directors shall serve for an indefinite period of time until he/she wishes to cease being a member of the Board of Directors or if there is a Board vote of four-fifths (4/5) or 80% to terminate a director in question.

Section 5. The chairman of the board shall be elected by a majority vote (51%) of the Board of Directors and shall remain chairman of this corporation until the last day of the month in which their successors are elected and qualified.

ARTICLE V

Section 1. It is intended by the provisions of these Articles of Incorporation that the Corporation shall be an organization exempt from federal income taxation under the provisions of Section 501(c) (3) of the Internal Revenue Code of 1954, as now and hereafter amended ("Section 501(c) (3)”), and all provisions of these Articles of Incorporation shall be construed so as to effect such intention. The Board of Directors, the officers and the members shall have no power or authority to do any act which would prevent the Corporation from being an organization described in Section 501(c) (3).

ARTICLE VI

Section 1. The name and street address of the initial registered agent and office is:

Name and address on file with the Florida Department of Business and Professional Regulation

ARTICLE VII

Section 1. The name and street address of the incorporator for these articles of incorporation is:

Name and address on file with the Florida Department of Business and Professional Regulation

ARTICLE VIII

Voting rights shall be conveyed solely to the current standing Board of Directors as well as the President of the Alpha Phi Chapter of Alpha Kappa Psi Fraternity and Vice President of Alumni Relations and Housing of the Alpha Phi Chapter of Alpha Kappa Psi Fraternity.

ARTICLE IX

Section 1. The members of this corporation shall be the elected and appointed officials for the following positions:

(1) President of the Alpha Phi Foundation of Alpha Kappa Psi, Inc.
(2) Vice President of the Alpha Phi Foundation of Alpha Kappa Psi, Inc.
(3) Treasurer of the Alpha Phi Foundation of Alpha Kappa Psi, Inc.
(4) Secretary of the Alpha Phi Foundation of Alpha Kappa Psi, Inc.
(5) President of the Alpha Phi Chapter of Alpha Kappa Psi Fraternity.
(6) Vice President of Alumni Relations and Housing of the Alpha Phi Chapter of Alpha Kappa Psi Fraternity.

Section 2. The president, vice president, treasurer, and secretary of the Alpha Phi Foundation of Alpha Kappa Psi, Inc. shall automatically become officers of this corporation on the first day of the month following their election to office by the Alpha Phi Foundation of Alpha Kappa Psi, Inc. and they shall remain officers of this corporation until the last day of the month in which their successors are elected to office in the Alpha Phi Foundation of Alpha Kappa Psi, Inc. The President and House Vice President of the Alpha Phi Chapter of Alpha Kappa Psi Fraternity shall automatically become officers of this corporation on the first day of the month following their election to office by the Alpha Phi Chapter of Alpha Kappa Psi Fraternity, and they shall remain officers of this corporation until the last day of the month in which their successors are elected to office.

ARTICLE X

The affairs of the corporation are to be managed by the Board of Directors through a president, a vice president, a secretary, and a treasurer. They are to be elected by the Board of Directors of this Corporation on the first Sunday of November of any given year.

ARTICLE XI

This corporation may be dissolved by a four-fifths (4/5) or 80% vote of the Board of Directors vote at any special meeting of the corporation.

ARTICLE XII

Section 1. The Articles of Incorporation may be amended by a four-fifths (4/5) or 80% vote of the Board of Directors at any special meeting of the corporation.

Section 2. Any director or member of the corporation may prepare and present in writing at the annual meeting of the corporation or at a special meeting called for the purpose of amending the Articles of Incorporation. Any amendments to the Articles of Incorporation must be approved and adopted by a four-fifths (4/5) vote of the Board of Directors of the Corporation.

ARTICLE XIII

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of the 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, for a public purpose. Any such assets not so disposed 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 purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.


STATE OF FLORIDA

COUNTY OF ALACHUA

The foregoing instrument was acknowledged before me this 12th day of December, 2005:

 

Richard J. Ashbrook

Secretary

Alpha Phi Foundation, of Alpha Kappa Psi, Inc.,

a Florida Corporation.