Securities and Exchange Commission v. Nadel et al

Filing 62

DECLARATION of Receiver Burton W. Wiand re #61 Unopposed MOTION for miscellaneous relief, specifically Expansion of Receivership to include Guy-Nadel Foundation, Inc. by Burton W. Wiand. (Attachments: #1 Exhibit A - Articles of Incorporation filed with Secretary of State, #2 Exhibit B - Annual Reports filed with Secretary of State, #3 Exhibit C - 2006 Tax Return, #4 Exhibit D - General Warranty Deed, #5 Exhibit E - General Warranty Deed, #6 Exhibit F - General Warranty Deed)(Morello, Gianluca)

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SECRETARY OF STATE
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ARTICLES OF :iNCOJiU?ORATION

TALLAHASSEE, FLORIDA

OF

GUY-NA:gL FOUNATION 1 INC.
A Florida Non- Pro fit Corporation

incorporators fox: .the purpose of forming a corporation not for
profit under the provisions of ,Florida Statutes, Cha.pter 617 t as

These articles of incorporation are signed by the

follows:

ARTICLE I. - Ii

The princip~l office and the mailing address .of the corporation is
1668 Main Street, Sarasota, FL 34236.

The name of this corporation is GuY~NADEL FOUNDATION, INC.

ARTICL II. - PUOSE

not limited to:

The corporation is organized and shall be operated exclusively for charitable, educational and scientific purposes, including, but

(a) Conducting its affair~, carrying on its operations, and having offices and exercising the powers granted by the Florida Not For Profit Corporation Act in any state or in any foreign country;
(b) Administering for chari table purposes property donated to the corporation;

(c) Distributing property for such purposes in accordanCè
with the terms of gifts, bequests or devises to the corporation not inconsistent with i'ts purpose~r as set forth in these articles of incorporation, or in accordance with the determination made by the board of directors pursuant to these articles of incorporation;

(d) Receiving gifts and bequèsts and to use tna príncipal and income generated from the investment ot the gifts and bequest~ for the benefit of the corporation, or such other charitable, religious

or educational organizations that are described in §501 (c) (3) of
exempt from taxation under S501 (a) ;

the internal Revenue Code of 1986, as amended (the "Code") i and

condition on the distribution of funds for any specifièd chari table
1

(e) Reserving the power to modify any restriction or
EXHIBIT

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purposes or to specified organizations if in the sole judgment of the board of directors (without the necRssity of the approval of any trustee, custodian o~ agent), such restriction or condition

becomes, in effect, unnecessary, incapable of fulfi.lment, or inconei$tent with the charitable need: and
(f) Engaging in any and all l~wful activities necessary or des ira.le for the accomplishment of any of thé above described

powers.

~T!Cl III. .. MESHIP
The corporation shall have no members.
AR~ICLE. iV. - TERM OF EXi:STENCE

This corporation shall have perpetual exi3tence.

~'l:iCLE v. - nOA OF DIRECTORS
'lhe affairs of the corporation shall be :managed by a board of
direct~rs consisting of no less than three directors. The bòard of
directorB shall be elected or appointed as provided in the bylaws.

The initial directors of this corporation shall be ARTHUR NAOEL,

MARGUERITE J. NADEL, and GEOFFREY QUISENBERRY. !'he board of
di~ectors shall have the requisìte power and authority, which is

customarily vested in corporate directors over the business and
affairs ot the corporation.

ARTICLE VI.

ImGISTERE OFFICE AN REGISTERD AGENT
The registered office of this corporation shall be: 1668 M~in Street, Sarasota, lL 34236. The registered agent shall be: ARTHUR
NADEL.

ARTICLE VII. - CONEfSATION AN AC'i:iVITIES
No part of the net earnings of the corporation shall inure to the benefit of or be distributed to its directors or officers, or

any individual, but the corporation shall be authorized and
empowered to pay reasonablè compensation for 5ervices rendered and
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to make payments and distributions in furtherance of the purposes set forth in Article t1 hereof. The corporation shall not carryon prop~ganda or other~ise attempt to influence legislation to such e~tent as would result in the loss of the exemption under Section

501 (c) (3) of the Code. The corporation shaii not participate in or

intervene in (inoluding the publication or distribution of

statements) any political campaign on behalf of any candidate for public otfice. Notwi th:'tanding i!ny othe r: provisions of these articles of incorporation, the corporation ~haii not carryon any other activities not permitted to be carriad on:
(a) by a corporation exempt from taxation under the Codé; or

(b) by a corporation, contributions to which are deductible

unde~ Section 170 (c) (2) of the Code.

1tICLE Vi:i:i. - I.NDEMIFICA'rION

The corpor~tion shall indemnify any director or officer, or any former director or officer, to the full extent permitted by

law.
ARICL IX. ~ INCORPORATORS
the name and address oL the incorporator are as follows:
A.~THUR NADEL

1668 Main Street

Sarasota, iL 34236

ARTICLE x - 9FFICE
The board of directors shall be governed by a president, vice presidGnt, secretary, treaSurer and any other officers which may be established by the bylaws of the corporation. The officers will be elected by the directors at the anual meeting in accordance with the bylaws.

~TI.ciE XI. - BYLAS

The bylaws of this corporation :shall be ffadeJ altered, or
rescinded by the board of directors at any regular or special
meeting held in accordance with the bylaws.

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ARTICL n:i. - aMME'r OF ARTICLS OF INCORPORTION
These articles of incorporation may be amended from time to time by a resolution adopted by a two-thirds vote of the poard of

directors present at a meeting at which a quorum is present;
provided, however, that thèse articles of incorporation sh~ll not

be aménded to pertt the corporation to engage in any activity

prohibited in 8Xticle VII.

ARTICLE XIII. - DISSOLUTION

Upon the dissolution of the corporation, the board of
directo~s shall, after paying or making provi~ion for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation by distributing those assets exclusively for charitable purposes in such manner or to such organization or

organizations organized and operated exclusively for: religious,

charitable or scientific purposes as shall, at the time, qualify as

exempt under Section 501 (c) (3) of the Code, as the board of
directors shall determine. Any asseta not so disposed of shall be disposed of by the circuit court which hae general jurisdiction fo~ the county in which the principal office of the corporation shall then b~ located, e~clusiveiy for $uch chari~abl~ purposes or such

charitable organizat~on o~ organizations described in Section

501 (c) (3) of the Code as the court shall seléct.
ARTICL XIV. - DEFINi'JIONS

For puroses of these articles, "charitable purposes" include educational, religious, !lcientifìc, public and other purposes,

contributions to which are déductible under Section i 70 (c) of the
Code.

Code. Any reference in these articles to a section of the Internal Revenue Code of 1986 shall be deemed to include the corresponding provision or provisions of any applicable future Internal Revenue

of incorporation on ~ 'L , 2003. .~ .

IN WITNESS WHEREo~~rporato.r has ~igned the~e articléS

AR~
Incorpora tor

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"

ACCEP'rANCE OF REGIS~EiæO AGJ!NT

Having been nam~d as registered agent and to accept service of

process at the place designated in the articles, I hereby accept

the appointment as reg-:istered agent and agree to act in this capaci ty. I further agree to cowply with the provisions of all

statutes relating to the proper end complete performance of my dutie6, and I aI familiar with and accept the obligations of my

posi tion as regi~tered agent.
DATED:

~Jm 'k, 2003

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