Articles of Incorporation

The FLCGA provides support and assistance for citizens and investigative journalists working to ensure government accountability and transparency

ARTICTES OF INCORPORATION
OF
THE FLORIDA CENTER FOR GOVERNMENT ACCOUNTABILITY

(as adopted February 2021)

 

ARTICLE I

The name of the Corporation shall be The Florida Center for Covernment Accountability lnc. For convenience, the corporation shall be referred to as the “Corporation,” the articles of incorporation shall be referred to as the “Articles,” and the Bylaws of the Corporation shall be referred to as the “Bylaws.”

ARTICLE II

The principal place of business is 1334 Timberlane Road, Tallahassee, FL 32312.

The principal mailing address is PO Box 1844 Naples, FL 34106.

ARTICLE III

The Corporation shall be a nonprofit, nonpartisan, and nonsectarian organization formed and operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the lnternal Revenue Code, or corresponding section of any future federal tax code, including, for such purposes, the acceptance of contributions, donations and grants and to operate for the purpose of benefiting the public interest by encouraging government accountability and civic engagement.

A. The Corporation shall operate for purposes beneficial to the public interest by encouraging government accountability and civic engagement through open government and journalistic initiatives.
B. The Corporation shall educate citizens and the media on state open government laws and assist in acquiring public records pursuant to those laws.
C. The Corporation shall engage in publishing activities including but not limited to the printing, publication and distribution of original material or material printed or published by others and distributed by the Corporation. The Corporation shall produce print and multi-media investigative reports on local and state governments which focus on government accountability and transparency.
D. The Corporation shall educate and train journalism and law students through year-round internship programs.

ARTICLE IV

The Corporation shall have and exercise all powers accorded not for profit corporations under the laws of the State of Florida which are not inconsistent with the Corporation’s exempt purposes as provided in Article lIl.

ARTICLE V

The authorized number, qualifications and other rights and privileges of affiliates of the Corporation shall be set forth in its Bylaws.

ARTICLE VI

The manner in which trustees are elected or appointed is provided in the Bylaws of the Corporation.

ARTICLE VII

The powers of the Corporation shall be exercised and managed by and under the authority of a Board of Trustees, the method of election and number of which shall be regulated by the Bylaws. ln no case shall the number of trustees be less than three.

The Board of Trustees of the Corporation, set forth below, shall hold office until the first annual meeting of members and until their successors have been elected and qualified or until their earlier resignation, removal from office, inability to act or death, all as provided:

Penniman, Linda
2386 Terra Verde Lane
Naples, FL 34105

Lindley, Don
101 Terebra Court
Ponte Vedra Beach, FL 32802

Roberts, Diane
516 Ward Street
Tallahassee, FL 32308

ARTICLE VIII

These Articles of lncorporation may be amended by majority vote of the Board of Trustees of the Corporation in accordance with the procedures provided in Chapter 6’17, Florida Statutes. Such action may be taken by the Board of Trustees at any regular or special meeting provided proper notice of the changes to be made has been given and quorum is present.

ARTICLE IX

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its 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 Article lll hereof. The Corporation shall adopt a conflict of interest policy and all trustees, officers, directors and staff shall sign a conflict of interest statement attesting to their understanding of and adherence to such policy.

No substantial 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.

Notwithstanding any other provision of these articles, this 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(cX3) of the lnternal Revenue Code, or the corresponding section of any future federal tax code; or (b) by a corporation, contributions to which are deductible under section 17O(c)(2\ of the lnternal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE X

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all if its debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the lnternal Revenue Code, or corresponding provisions of subsequent federal laws.

ARTICLE XI

The name and Florida street address of the registered agent is Barbara A. Petersen, 534 Williams Street, Tallahassee, FL, 32303.

ARTICLE XII

The name and address of the lncorporator is Barbara A. Petersen, 534 Williams Street, Tallahassee, FL, 32303.

Having been named as registered agent to accept services of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agency and agree to act in this capacity.

Registered Agent:
Barbara A. Petersen
534 Williams Street
Tallahassee, FL 32303

Incorporator:
Barbara A. Petersen
534 Williams Street
Tallahassee, FL 32303