ARTICLES OF INCORPORATION OF
THE WOMEN’S FRIENDSHIP TOUR ASSOCIATION, INC
 
  a Florida Corporation Not For Profit  
 

Article 1
Name 
 The name of the corporation is THE WOMEN’S FRIENDSHIP TOUR ASSOCIATION, INC. 

3576 NE Skyline Drive
Jensen Beach, Florida, 34957 

 Article II
Date of Commencement and Duration 
 The corporation shall commence five (5) days prior to the filing of these articles of incorporation with the Florida Department of State, and shall have a perpetual duration. 

Article III
Not For Profit Status 
 The corporation is a corporation not for profit. The purposes for which the corporation is organized are as follows: 
 (a) The specific and primary purposes for which this corporation is formed are to operate for the international advancement of womens’ education and training in traditional Okinawan karate, to promote a better understanding of Okinawan history and culture amoung teachers and students of karate, to enhance international understanding, peace, and friendship through cross-cultural exchanges, and for other charitable purposes, by the distribution of its foods for such purposes, and particularly for the educational and cross-cultural exchange tours for teachers and students of karate throughout the world; 

(b) The general purposes for which this corporation is formed are to operate exclusively for such educational and charitable purposes as will qualify it as an exempt organization under Section 501[c]{3) of the Internal Revenue Code of 1986 and corresponding provisions of any subsequent federal tax laws, including, for such purposes, the making of distributions to organizations which qualify as tax-exempt organizations under that Code; 

(c) This corporation shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation; nor shall it participate or intervene (by publication or distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office. 

Article IV
 Non-Stock Basis; Membership 
 The corporation is organized upon a non-stock basis as defined in Section 617.011 of the Florida Statutes (2003). The sole class of membership of this corporation shall be its directors. The members of this corporation shall have no right, title, or interest whatsoever in its income, property, or assets, nor shall any portion of such income, property, or assets be distributed to any member on the dissolution or winding up of this corporation. Members of this corporation shall not be personally liable for the debts, liabilities, or obligations of the corporation, and shall not be subject to any assessments. 
 Any action required, or permitted to be taken, by the members of the corporation under any provision of law may be taken without a meeting, if all the members shall individually or collectively consent in writing to such action. Such written consent or consents shall be flied with the minutes of the proceedings of the membership, and any such action by written consent shall have the same force and effect as if taken by unanimous vote of the members. Any certificate or other document filed under any provision of law that relates to action so taken shall state that the action was taken by unanimous written consent of the membership without a meeting and that the articles of incorporation of this corporation authorize the members to so act. Such a statement shall be prima facie evidence of such authority 
 

Article V
Registered Office and Agent 
 The street address of the initial registered office of the corporation shall be 3576 NE Skyline Drive; Jensen Beach, Florida, 34957. The name of its initial registered agent at such address is Marguerite A. Hess. 

Article VI
Board of Directors 
 The powers of this corporation shall be exercised, its property controlled, and its affairs conducted by a board of directors. The number of directors of the corporation shall, at all times, be no less than three; provided, however, that such number may be changed from time to time by any by-law or amendment to the by-laws duly adopted. The directors named herein as the first board of directors shall hold office until the members, in accordance with any bylaws requirements, elect new directors. 
 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 the members of the board shall individually or collectively consent in writing to such action. Such written 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 the directors. Any certificate or outer document filed under any provision of law that 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 of this corporation authorize the directors to so act. Such a statement shall be prima facie evidence of such authority. The names and residential addresses of the persons who are to serve as the initial directors are:
 
1. Marguerite A. Hess 3576 NE Skyline Drive
   Jensen Beach, Florida 34957 
2. Douglas F. Hess 3576 NE Skyline Drive
   Jensen Beach, Florida 34957
3. Stephen H. Banchick
xxxx xxxxxxxxxxx
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The name and address of the incorporator is: Marguerite A. Hess
3576 NE Skyline Drive
Jensen Beach, Florida, 34957
 


Article VII
Officers 
 The board of directors may elect a president, vice-president, secretary, and treasurer, and such other officers as the bylaws of this corporation may authorize the directors to elect from time to time to oversee the day-to-day affairs of the corporation. Initially, such officers shall be elected at the first annual meeting of the board of directors. Until such election is hold, the following persons shall serve as corporate officers: 
President Marguerite A. Hess
3576 NE Skyline Drive
Jensen Beach, Florida, 34957 

Article VIII
By laws 
 Subject to the limitations contained in any existing bylaws and any limitations set forth in the Not For Profit Corporation Act of Florida described above, concerning corporate action that must be authorized or approved by the members of the corporation, the bylaws of this corporation may be made, altered, rescinded, added to, or new by-laws may be adopted, either by a resolution of the board of directors or by following the procedure set forth therefore in the bylaws. 


Article IX
Income and Assets for Charitable and Educational Purposes Only
 
The property of this corporation is irrevocably dedicated to charitable and educational purposes, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof; or to the benefit of any private individual. 
 
Article X
Distribution of Assets on Dissolution or Winding Up 
 Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and
liabilities of the corporation, shall be distributed to a not for profit fund, foundation, or corporation which is organized and operated exclusively for educational or charitable purposes and which has established its tax exempt status under Section 501(c}{3} of the Internal Revenue Code of 1986, and corresponding provisions of any subsequent federal tax laws. 

Article Xl
Amendments to Articles of Incorporation 
 Amendments to these articles of incorporation may be adopted by a vote, or with the written consent, of at least two-thirds of a quorum of directors of the corporation . 



 I, Marguerite A. Hess, being the sole incorporator of this corporation,
for the purpose of forming a not for profit charitable corporation under the
Laws of Florida, have executed these articles of incorporation this 24”’ day
of July 2003.