October 16,1998

E.C. (SCOTT) WRIGHT, P.A.
2285 W. EAU GALLIE BLVD.
MELBOURNE, FL 32935

The Articles of Incorporation for IMMACULATE CONCEPTION FOUNDATION, INC. were filed on October 15,1998 and assigned document number N98000005914. Please refer to this number whenever corresponding with this office regarding the above corporation. The certification you requested is enclosed.

PLEASE NOTE: COMPLIANCE WITH THE FOLLOWING PROCEDURES IS ESSENTIAL TO MAINTAINING YOUR CORPORATE STATUS. FAILURE TO DO SO MAY RESULT IN DISSOLUTION OF YOUR CORPORATION.

A CORPORATION ANNUAL REPORT MUST BE FILED WITH THIS OFFICE BETWEEN JANUARY 1 AND MAY 1 OF EACH YEAR BEGINNING WITH THE CALENDAR YEAR FOLLOWING THE YEAR OF THE FILING DATE NOTED ABOVE AND EACH YEAR THEREAFTER. FAILURE TO FILE THE ANUAL REPORT ON TIME MAY RESULT IN ADMINISTRATIVE DISSOLUTION OF YOUR CORPAORATION.

A FEDERAL EMPLOYER IDENTIFICATION (FEI) NUMBER MUST BE SHOW ON THE ANNUAL REPORT FORM PRIOR TO ITS FILING WITH THIS OFFICE. CONTACT THE INTERNAL REVENUE SERVICE TO RECEIVE THE FEI NUMBER IN TIME TO FILE THE ANNUAL REPORT AT 1-800-829-3676 AND REQUEST FORM SS-4.

SHOULD YOUR CORPORATE MAILING ADDRESS CHANGE, YOU MUST NOTIFY THIS OFFICE IN WRITING, TO INSURE IMPORTANT MAILINGS SUCH AS THE ANNUAL REPORT NOTICIES REACH YOU.

Should you have any questions regarding corporations, please contact this office at the address given below.

Randall Purintun, Document Specialist
New Filing Section Letter Number: 998A00051258


Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314


I certify the attached is a true and correct copy of the Articles of Incorporation of IMMACULATE CONCEPTION FOUNDATION, INC., a Florida corporation, filed on October 15, 1998, as shown by the records of this office.

The document number of this corporation is N98000005914

 
Given under my hand and the
Great Seal of the State of Florida
at Tallahasse, the Capitol, this is the
Sixteenth day of October, 1998.




ARTICLES OF INCORPORATION

of

IMMACULATE CONCEPTION FOUNDATION, INC.
a Florida Not for Profit Corporation



ARTICLE I

Corporate Name

The name of this corporation is Immaculate Conception Foundation, Inc.

ARTICLE II

Corporate Nature

This is a not for profit corporation, organized solely for charitable pruposes pursuant to the Florida Not for Profit Corporation Act set forth in Chapter 617 of the Florida Statutes.

ARTICLE III

Duration
The term of existence of the corporation is perpetual.
ARTICLE IV

General and Specific Purposes

The specific and primary purposes for which this corporation is formed are

(a) Immaculate Conception Foundation serves the orphans following the example of Mother Theresa of Calcutta. It also serves to the spiritual needs of the community in general through retreats, prayer groups, counseling, etc. as the needs may arise, using the tools available to us in the Catholic Church.

ARTICLE V

Management of Corporate Affairs

Board of Directors. The powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Directors consisting of no less than three (3) and no more than tweleve (12). The method of electing Directors shall be as stated in the Bylaws.

The Directors named herein as the first Board of Directors shall hold office until the first meeting of the members at which time an election of Directors shall be held.

Directors elected at the first annual meeting, and at all times thereafter, shall serve for a term of one (1) year until the annual meeting of members following the election of Directors and until the qualification of the successors in office. Annual meetings shall be held at such place or places as the Board of Directors may designate from time to time by resolution.

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such writting consent or consents shall be filed with the minutes of the proceedings of the board, and any such action by written consent shall have the same force and effect as if taken by unanimous vote of Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the Articles of Incorporation and the Bylaws of this corporation authorize the Directors to so act. Such a statement shall be prime facie evidence of such authority.

The name and addresses of such initial members of the Board of Directors are as follows:

ARTICLE VI

Earnings and Activities of corporation

(a) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors 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 distribution in furtherance of the purposes set forth in Article IV hereof.

(b) Notwithstanding any other provision of these articles the 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(c)(3) of the Internal Revenue Code of 1954 (or the correspondign provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

(c) Nothwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

ARTICLE VII

Distribution of Assets

Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the pruposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religous, or or scientific purposes as shall at the time qualify as an exempt organization of organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as such Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VIII

Principal Office

The address of the principal office and the mailing address of the corporation is 503 Delannoy Avenue, Cocoa, FLorida 32922.

ARTICLE IX

Incorporator
The name and address of the incorporator of the corporation is:

NAME ADDRESS
A. ADALBERTO HENRIQUEZ  503 Delannoy Avenue
Cocoa, Florida 32922


ARTICLE X

Registered Agent and Office

The address of the corporation's registered office shall be 503 Delannoy Avenue, Cocoa, Florida 32922, and the name of its registered agent at said address shall be A. ADALBERTO HENRIQUEZ.

ARTICLE XI

Amendment of Articles

Amendments to these Articles of Incorporation may be proposed by a resolution adopted by the Board of Directors and presented to a quorum of members for their vote.

We, the undersigned, being the incorporators of this corporation, for the purpose of forming this not for profit corporation under the laws of the State of Florida, have executed these Articles of Incorporation this 6th day of October, 1998


<SIGNED> A. ADALBERTO HENRIQUEZ

STATE OF FLORIDA
COUNTY OF BREVARD

I hereby certify that on this day, before me, an officer dully authorized to administer oaths and take acknowledgments, personally appeared A. ADALBERTO HENRIQUEZ, known to me to be the person described in and who executed the foregoing instrument, who acknowledged before me that he executed the same, that I relied upon the following form of identification of the above-named [Drivers Licsense#]

person: <SIGNED> A. ADALBERTO HENRIQUEZ and that an oath was taken.

Witness my hand and official seal in County and State last aforesaid this 6th day of October, 1998.

<SIGNED> Pamela Parvetee Van Gorp
Notary Public
State of Florida

ACCEPTANCE OF REGISTERED AGENT

The udnersigned, having been designated as Registered Agent of Immaculate Conception Foundation, Inc., with the registered office at 503 Delannoy Avenue, Cocoa, Florida 32922 herby consents to and accepts said designation.

<SIGNED> A. ADALBERTO HENRIQUEZ

STATE OF FLORIDA
COUNTY OF BREVARD

I herby certify that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally described A. ADALBERTO HENRIQUEZ, known to me to be the person described in and who executed the foregoing instrument, who acknowledged before me that he executed the same, that I relied upon the following form of identification of the above-named person: <SIGNED> A. ADALBERTO HENRIQUEZ and that an oath was taken.

Witness my hand and official seal in County and State last aforesaid this 6th day of October, 1998.

My Commision Expires: Jan 9, 1999

<SIGNED> Pamela Parvetee Van Gorp
Notary Public
State of Florida