FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS

Transcription

1 FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS - Attached is a form for filing Articles of Merger pursuant to section , Florida Statutes, when two or more not for profit corporations merge. This form is basic and may not meet all merger needs. The advice of an attorney is recommended. Please complete only one Plan of Merger form or attach your own Plan of Merger. The document must be typed or printed and must be legible. Pursuant to section , Florida Statutes, a delayed effective date may be specified but may not be later than the goth day after the date on which the document is filed. Filing Fee $35.00 for each merging and $35 for each surviving corporation (Includes a letter of acknowledgment) Certified Copy (optional) $8.75 Send one check in the total amount payable to the Florida Department of State. Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter. Mailing Address P.O. Box 6327 Tallahassee, F Street Address Clifton Building Executive Center Circle Tallahassee, F For further information, you may contact the at (850) Exhibit B

2 COVER LETTER TO: SUBJECT: %lh6stt 1 Q X L h l ~ P c. i -C. (Name of Surviving ~or~iration) The encbsed Articles of Merger and fee are submitted for filing. Please return all correspondence concerning this matter to following: KWDW Wms\ (Contact Person) \03% %~JW5\ot mud (Address) Q ~ -i%w~& M WCm.NS:f=L (CitylState and Zip Code) For fkther information concerning this matter, please call: k.~~phe P'Q,=6\ At (%\ h ) = (Name of Contact Person) (Area Code & Daytime Telephone Number) U~ertified copy (optional) $8.75 (Please send an additional copy of your document if a certified copy is requested) STREET ADDRESS: Clifton Building Executive Center Circle Tallahassee, Florida MAILING ADDRESS: P.O. Box 6327 Tallahassee, Florida

3 ARTICLES OF' for Profit Corporations) The following articles of merger are submitted in accordance with the Florida Not For Profit Corporation Act, pursuant to section , Florida Statutes. First: The name and jurisdiction of the surviving; corporation: Name Jurisdiction - Document Number (If known/ applicable) Second: The name and jurisdiction of each merging corporation: Name Jurisdiction Document Number (If known/ applicable) Third: The Plan of Merger is attached. Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State OR I 1 / 3 / O6 (Enter a specific date. NOTE: An effective date cannot be prior to the date of filing or more than - 90 days after merger file date). (Attach additional sheets $necessary)

4 - Fifth: ADOPTION OF MERGER BY SURVIVING CORPORATION (COMPLETE ONLY ONE SECTION) SECTION I The plan of merger was adopted by the members of the surviving corporation on =LY &, 7 7 The number of votes cast for the merger was sufficient for approval and the vote for the plan was as follows: 5 FOR 1 AGAINST SECTION I1 (CHECK IF APPLICABLE) The plan or merger was adopted by written consent of the members and executed in accordance with section , Florida Statutes. SECTION 111 There are no members or members entitled to vote on the plan of merger. The plan of merger was adopted by the board of directors on. The number of directors in office was. The vote for the plan was as follows: - FOR AGAINST Sixth: ADOPTION OF MERGER BY MERGING CORPORATION(s) (COMPLETE ONLY ONE SECTION) SECTION I The plan of merger was adopted by the members of the merging corporation(s) on TUL. 2(p, 'Lw3. The number of votes cast for the merger was sufficient for approval and the vote for the plan &as as follows: 5 FOR I AGAINST SECTION I1 (CHECK IF APPLICABLE) The plan or merger was adopted by written consent of the members and executed in accordance with section , Florida Statutes. SECTION I11 There are no members or members entitled to vote on the plan of merger. The plan of merger was adopted by the board of directors on, The number of directors in office was. The vote for the plan was as follows: FOR AGAINST

5 PLAN OF MERGER The following plan of merger is submitted in compliance with section , Florida Statutes and in accordance with the laws of any other applicable jurisdiction of incorporation. The name and jurisdiction of the surviving corporation: Name Jurisdiction TPPaM-%3'cn m. The name and jurisdiction of each merging; corporation: Name -- Jurisdiction The terms and conditions of the merger are as follows: A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger is as follows: wu-00 %a W e c m w - )J% C W M - Other provisions relating to the merger are as follows: %E PCTTAC~GP

6 Seventh: SIGNATURES FOR EACH CORPORATION Name of Corporation Signature of the chairman/ vice chairman of the board or an officer. Tv~ed or Printed Name of Individual & Title

7 FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS Attached is a form for filing Articles of ~mendment to amend the articles of incorporation of a Florida Not For Profit Corporation pursuant to section , Florida Statutes. This is a basic amendment form and may not satisfy all statutory requirements for amending. A corporation can amend or add as many articles as necessary in one amendment. > The original incorporators cannot be amended. > If amendingladding officers/directors, list titles and addresses for each officer/director. > If amending the "initial or first" officers/directors/registered agent, do not refer to the newly designated individuals as the "initial or first" O/D/RA. > If amending the registered agent, the new agent must sign and state that he/she is familiar with the obligations of the position. The document must be typed or printed and must be legible. Pursuant to section , Florida Statutes, a delayed effective date may be specified but may not be later than the 9oth day after the date on which the document is filed. Filing Fee $35.00 (Includes a letter of acknowledgment) Certified Copy (optional) $8.75 Certificate of Status (optional) $8.75 Send one check in the total amount made payable to the Florida Department of State. Please include a letter containing your telephone number, return address and certification requirements, or complete the attached cover letter. Mailing Address P.O. Box 6327 Tallahassee, FL Street Address Clifton Building 2661 Executive Center Circle Tallahassee, FL For further information you may call the at (850)

8 COVER LETTER TO: NAME OF CORPORATION: &iain% %kel DOCUMENT NUMBER: F~lWfi- lw&-lz 5W &t?ugw-%-(aol%whd51 C- 2 The enclosed Articles of Amendment Znd fee are submitted for filing. Please return all correspondence concerning this matter to the following: k~\ (Name of Contact Person) GMn l&m~-iomai, % C 1' ' (Firm/ Company) (Address) (City1 State and Zip Code) For further information concerning this matter, please call: (Name of Contact Person) at(sio1 ) a (Area Code & Daytime Telephone Number) Enclosed is a check for the following amount: $35 Filing Fee C] $43.75 Filing Fee & $43.75 Filing Fee & $52.50 Filing Fee Certificate of Status Certified Copy Certificate of Status (Additional copy is Certified Copy enclosed) (Additional Copy is enclosed) Mailing Address P.O. Box 6327 Tallahassee, FL Street Address Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301

9 $r\umn& Articles of Amendment to Articles of Incorporation of G~~VPL \tlkym.hur(c-\, 731~ (Name of%orporation as currently filed with the Florida Dept. of State) %la* (45-1 a23442 %B(w~* (Document number of corporation (if known) %-%lzb=l51 c-z Pursuant to the provisions of section , Florida Statutes, this Florida Not For Profit - Corporation adopts the following arnendment(s) to its Articles of Incorporation: NEW CORPORATE NAME (if changing): / (must contain thk word "corporation," "incorporated," or the abbreviation "doqf." or "inc." or words of like import in language; "Company" or "Co." maynotbe used in the name of a not for profit corporation) AMENDMENTS ADOPTED- (OTHER THAN NAME CHANGE) Indicate Article Nurnber(s) and/or Article Title(s) being amended, added or deleted: (m (Attach additional pages if necessary) (continued)

10 The date of adoption of the amendment(s) was: 5~ Effective date if applicable: b;) I(/z\ d - 3,j d@/ 200" (no more than 90 days after amendment file date) - Adoption of Amendment(s) (CHECK ONE) The amendment(s) was (were) adopted by the members and the number of votes cast for the amendment was sufficient for approval. There are no members or members entitled to vote on the amendment. The amendment(s) was (were) adopted by the board of directors. Sign =MLI C &ECW w (Typed or printed name of person signing) Ccl~~rnd (Title of person signing) FILING FEE: $35