ARTICLES OF INCORPORATION OF
HIV is me /H-I-M INC.
The undersigned for the purpose of forming a corporation pursuant to Florida Statutes, Chapter 607: Florida Business Corporation Act, do hereby adopt the following Articles of Incorporation:
ARTICLE I — NAME.
The name of this corporation is HIV is me /H-I-M, Incorporated.
ARTICLE II – PURPOSE.
The purpose of the corporation is to is to provide real help in the communities that are depressed, and educate them about HIV prevention. We target HIV positive people aged between 12- 99 years old. We travel from State to State even out of the country to provide free services to the communities.
ARTICLE III – AIM.
This corporation is committed to ensure HIV prevention and providing help to HIV positive people aged between 12 and 99 years old.
ARTICLE IV — DURATION.
The period of duration of the corporation’s existence shall be perpetual.
ARTICLE V – LOCATION & ADDRESS.
The location of the corporation’s registered office is in 1499 NW 31ST Miami Fl. 33142.
ARTICLE VI – TYPE OF CORPORATION
The Corporation is designated as a public benefit corporation.
ARTICLE VII — REGISTERED AGENT
The name and address of the registered agent of the Corporation for service of process on the Corporation in the State of Florida are: [ENTER NAME AND ADDRESS].
ARTICLE VIII — BOARD MEMBERS.
The names and offices of the Board Members are as follows:
CEO/President/Chairman/ Owner/ Founder- Delshon Jones ll.
Vice president- Andrew McQueen
Secretary- Tangela McQueen
Director- Jarell Boyd
Treasurer/Accountant/CFO- Lavoy Bennett
Communication Director- Nigel Gilbert
Food Distribution Director- Harvie Jones Jr.
Member- Calvin Ezekiel Hill Jr.
Member- Brandi Brown
ARTICLE IX – OFFICERS.
CEO/President/Chairman. The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.
Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors’ meetings and all committee meetings.
Treasurer/Accountant/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.
Communication Director. The Communications Director shall control the flow of information between the corporation and the public. Also, the Communications Director shall develop communication strategies, direct public relations campaigns, respond to crises and setbacks and shall be the face of the company at media events, if any.
Food Distribution Director. The Food Distribution Director shall oversee all distributions of food to the corporation’s clients.
ARTICLE X – LIABILITY
The members of the corporation shall not have personal liability for corporate obligations.
ARTICLE XI – MEETINGS
Meetings shall be held [ENTER DURATION, for example, weekly/once a month] in person. The Location and time for the meetings will be given to members with two (2) weeks’ advance notice.
2/3 of the Board members must be present for a Meeting to be Valid.
ARTICLE XII – CORPORATION’S FUNDS
The Corporation shall raise its funds from sale of stock, and grants. All money raised shall be put inside a business bank account. Only the President, Vice president and Treasurer have access to funds. The Treasurer and Vice Treasurer need the President’s approval to make withdrawals from accounts. Any withdrawals shall be presented before the Board of Directors and must be issued under approved consent prior to any withdrawals further deemed as necessary by Executive Members.
ARTICLE XIII – CLASSES OF SHARES
The Corporation shall initially consist of one Class of an unlimited number of Common Shares. The Board of Directors may from time to time authorize the division of Shares of the Corporation into additional Classes and any such Classes may be further divided into series or sub-classes, and if so divided, all references to Classes herein shall include references to any series or sub-class thereof, except as the context may otherwise require. The relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Class and any series or sub-class thereof shall be established and designated by the Board of Directors and may be modified by the Board of Directors from time to time.
The Board of Directors may divide or combine Shares of any Class or any series or sub-class thereof into a lesser or greater number, including, without limitation, by a division or combination accomplished by means of a stock split or a reverse stock split, without thereby changing their proportionate beneficial interest in the Corporation; classify or reclassify any issued or unissued Shares of any Class or any series or sub-class thereof into one or more Classes, series or sub-classes; combine two or more Classes or series or sub-classes thereof into a single Class or series or sub-class; terminate any one or more Classes or series or sub-classes thereof; change the name or other designation of a Class or series or sub-class thereof; and take such other action with respect to the Classes or series or sub-classes thereof as the Board of Directors may deem desirable.
To the extent necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any Classes, or series or sub-classes thereof, the Board of Directors may allocate assets, liabilities, income and expenses to a particular Class or series or sub-class thereof or apportion the same among two or more Classes or series or sub-classes thereof.
Except as may otherwise be specifically set forth in a Statement establishing and designating Classes of Shares, the holders of Common Shares shall have the powers, preferences, rights, qualifications, limitations, and restrictions described below:
- Subject to the rights of the holders of the Preferred Shares, if any, in the event of the termination of the Corporation, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Corporation.
- The holders of the Common Shares shall not, as such holders, have any right to acquire, purchase or subscribe for any Common Shares or securities of the Corporation which it may hereafter issue or sell, other than such right, if any, as the Board of Directors in their discretion may determine.
The Board of Directors shall, in a Statement establishing and designating Classes of Shares, provide for the Powers, preferences, rights, qualifications, limitations and restrictions of holders of preferred shares.
ARTICLE XIV– ISSUANCE OF SHARES
Shares may be issued from time to time to such Persons (including, without limitation, any Director, officer, or agent of the Corporation or any Person in which a Director, officer or agent of the Corporation has an interest) either for cash or for such other consideration (which may be in any one or more instances a certain specified consideration or certain specified considerations) and on such terms as the Board of Directors, from time to time, may deem advisable, and the Corporation may, in connection with an issuance of Shares, acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities), and all Shares so issued hereunder, including without limitation Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable. The Corporation shall have the right to refuse to issue Shares to any Person at any time and for any reason or for no reason whatsoever.
Any Shares issued by the Corporation which have been purchased, redeemed or otherwise reacquired by the Corporation shall be retired automatically and shall have the status of unissued Shares.
ARTICLE XV– EMERGENCY FILL IN
If a board member is removed the President will appoint an emergency fill in until the board votes on a new member to fill vacancy.
ARTICLE XVI – INTEGRITY
The Corporation is bound by the values of fidelity, credibility, trust, fairness, and consistency.
ARTICLE XVII – RESPONSIBILITY
The Board of Directors and all officers shall have an individual responsibility to ensure that corporation’s activities are customarily performed and enjoyed by Corporation’s clients.
ARTICLE XVIII — NON-DISCLOSURES
Non-Disclosures shall be signed by all Officers. No Officer shall disclose any information that relates to company’s assets, finances, inner workings, or anything that is not approved by the President. All questions from the media or press will be addressed by the Communication Director.
ARTICLE XIX – ACCOUNTABILITY
Results matter and that a focus on transparency and excellence yields improved outcomes, work quality and stewardship of resources. Accordingly, all Directors and officers of the Corporation are obligated to be accountable in all decisions and actions made.
ARTICLE XX – SAFETY AND HYGIENE
The Corporation is committed to ensure the highest standards of safety and hygiene, according to applicable laws.
ARTICLE XXI – AMENDMENTS
Amendments to these By-Laws shall be held yearly. Such amendments need two-thirds (⅔) majority vote to pass, and approval from the Chairman.
ARTICLE XXII– DISSOLUTION
The Corporation may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (⅔) vote of the members.
IN WITNESS WHEREOF, the incorporators have caused these Articles to be executed and acknowledged in their behalf by the undersigned, this ___ day of March 2021.
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