Public Documents

Tax ID

FEI/EIN number: 80-0622391

Florida State Tax Exempt Certificate Number: 85-8015709118C-1

Florida Charitable Organization Solicitation of Contributions Permit Registration Number: CH34118

A COPY OF THE OFFICIAL REGISTRATION #CH34118 AND FINANCIAL INFORMATION MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES BY CALLING TOLL FREE(1-800-435-7352) WITHIN THE STATE OF FLORIDA. REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE.

By laws

BYLAWS OF BELLE CANTO, INC
A FLORIDA CORPORATION NOT FOR PROFIT

Article One
Offices

Section One. Principal Office. The principal office of this corporation in the State of Florida shall be located at 8148 36th Street East, Sarasota, Florida 34243-6312.

Section Two. Other Offices. The corporation may have other offices within the County of Sarasota, State of Florida, as the board of directors determines.

Article Two
Purpose

Section One.Non-Profit Purpose. This corporation is organized exclusively for charitable, religious, educational and scientific purposes within the meaning of Internal Revenue Code Section 501(c)(3), including as the making of distributions to organizations that qualify as tax exempt organizations under IRC Section 501(c)(3), or corresponding sections of any future federal tax code; and is authorized to exercise such powers are in furtherance of its exempt status and for purposes for which a corporation may be formed under the Florida Not for Profit Corporation Act.

Section Two. Purposes. To acquire funds and other assets by gift, donation and otherwise, to hold and invest the same, to provide funds and promote such activities for such charitable, scientific and educational purposes as the board of directors of the corporation may determine from time to time; and to do all other things necessary or desirable in connection with the foregoing purposes.

Article Three
Powers and Limitation
Section One. This corporation shall have and exercise all the powers of not-for-profit corporations under the laws of the State of Florida, but within the restrictions of IRC Section 501(c)(3) and which are convenient or necessary to effect the purposes of the corporation.

Section Two. Limitations and Powers:
(a) No part of the assets or net earnings of the corporation shall be distributable to or inure to the benefit of, its members, trustees, 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 distributions in furtherance of the purposes set forth in Article II above.

(b) No substantial part of the organization’s activities shall be the carrying on of propaganda or otherwise attempt to influence legislation.

(c) The corporation shall not directly or indirectly participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

(d) The corporation may not pursue objectives or engage in activities which will characterize it as an action organization.

(e) Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under IRC Section 501(c)3, or corresponding section of any future federal tax code, or (2) by a corporation, contributions to which are deductible under IRS Section 170(c)(2), or corresponding section of any future federal tax code.

Article Four
Assets

Distribution of Assets Upon Dissolution. The assets of the corporation are dedicated to the exempt educational and charitable purposes within the meaning of IRC 501(c)(3) as described in Article II above. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of IRC501(c)(3), or corresponding section of any future federal tax code, or shall be distributed tot he federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of the Circuit Court of the county in which the principal office fo the corporation is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article Five
Directors

Section One. Number. The authorized number of directors of this corporation shall be 7.

Section Two. Term of Office. The directors named in the articles of incorporation as the first board of directors shall hold office until May 2011, when an election of directors shall be held. After that, the term of office of each director shall be three years.

Section Three. Powers.
(a) Except as otherwise provided in the articles of incorporation, or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the board of directors, which may, however, delegate the performance of any duties or the exercise of any powers to officers and agents designated by resolution of the board of directors.

(b) Management of income property. As described in Article Eight, the board of directors may determine, by resolution duly adopted, to delegate in whole or in part, the management, investment, and disposition of the property of the corporation for the purpose of earning an income from that property, as distinguished from the matter of applying property and funds to charitable purposes, to a finance committee consisting of not less than three members of the board (who shall be elected by majority vote of the board), or to one or more trust companies or banks duly authorized to conduct a trust or banking business under the laws of Florida.

(c) Common trust funds. The board of directors may, by resolution duly adopted, establish one or more common trust funds for the purpose of investing the corporation’s funds and those of any religious, beneficial, charitable, or educational institution affiliated with the corporation, whether the corporation holds the funds or property as a fiduciary or otherwise, subject to the terms and conditions set forth in the articles of incorporation of this corporation and by law.

Section Four. Replacement of Directors.

(a) Whenever a vacancy exists on the board of directors, whether by death, resignation, or otherwise, the vacancy shall be filled by appointment of a new director by the president of the corporation, and if that power is not exercised within ninety days after the president receives notice of the vacancy, by appointment by a majority of the remaining directors at a regular or special meeting of the board. Any person appointed or elected to fill the vacancy of a director must have the same qualifications as were required of the director whose office was vacated.

(b) Any person appointed or elected to fill a vacancy in the board of directors shall hold office for the unexpired term of his or her predecessor in office, subject to the power of removal stated in the articles of incorporation of the corporation or at law.

Section Five. Compensation.

No member of the board of directors shall receive compensation from the corporation.

Section Six. Meetings.

(a) Meetings shall be held at any place or places designated by resolution of the board of directors; or, in the absence of designation, at the principal office of the corporation.

(b) Regular meetings shall be held when business is needed to be conducted.

(c) A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting without further notice.

(d) Except as otherwise provided in these bylaws, or in the articles of incorporation of this corporation, or by law, the act of a majority of directors present at any meeting at which a quorum is present shall be the act of the board of directors.

Section Five. Action Without a Meeting. No meeting need be held by the board to take any action required or permitted to be taken by law, provided all members of the board individually or collectively consent in writing to the action, and the written consent or consents is filed with the minutes of the proceedings of the board. Action by written consent shall have the same force and effect as action by unanimous vote of the directors.

Section Six. Liability of Directors. The directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations.

Article Six
Officers

Section One. Designation of Officers. The officers of the corporation shall be a president, one or more vice-presidents (as determined by the board of directors), a secretary, a treasurer and any other officers elected in accordance with the provisions of this article. The board of directors may elect or appoint any other officers, including one or more assistant secretaries, and one or more assistant treasurers, as it deems desirable, and these officers will have the authority and perform the duties prescribed by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section Two. Election and Term of Office. The officers of this corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. If the election of officers is not held at the annual meeting, an election shall be held as soon as may be convenient.

New officers may be created and filled at any meeting of the board. Each officer shall hold office until his or her successor has been duly elected and has been qualified. If a member of the Board is not able to complete his or her term, the remaining Board members shall nominate and vote on a replacement for the remainder of the term.

Section Three. Removal. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the interests of the corporation would be best served. Any removal shall be without prejudice to the contract rights, if any, of the officer removed.

Section Four. Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.

Section Five. President. The president shall be the chief executive officer for the corporation, and shall exercise general supervision and control over all activities of the corporation, and shall exercise general supervision and control over all activities of the corporation, and:
(a) Shall preside at all meetings of members and of directors;

(b) May sign, with the secretary or other officer duly authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the board of directors, except in cases where the signing and execution of these instruments has been expressly delegated by the board of directors by these bylaws, or to some other officer of agent of the corporation by law; and

(c) Shall perform all other duties generally incident to the office of president and any other duties prescribed by the board of directors.

Section Six. Vice-President. In the absence of the president or in the event of the president’s inability or refusal to act, the vice-president shall perform the duties of the president, and shall have all the powers of, and be subject to all the restrictions on, the president or by the board of directors.

Section Seven. Treasurer. If required to do so by the board of directors, the treasurer shall:
(a) Give a bond for the faithful discharge of the treasurer’s duties in a sum and with surety or sureties deemed appropriate by the board of directors;

(b) Have charge and custody of, and responsible for, all funds and securities of the corporation;

(c) Receive and give receipts for moneys due and payable to the corporation from any source and deposit all moneys in the name of the corporation in banks, trust companies, or other depositories selected by the board of directors; and

(d) Perform all duties generally incidental to the office of treasurer and any other duties assigned to the treasurer by the president or by the board of directors.

Section Eight. Secretary. The secretary shall:
(a) Keep the minutes of meetings of members and of the board of directors, in one or more books provided for that purpose;

(b) See that all notices are duly given in accordance with these bylaws or as required by law;

(d) Keep a membership book containing the names and addresses of all members and directors of the corporation; and

(e) Exhibit to any director of the corporation, or to a director’s agent, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these bylaws, the articles of incorporation, the membership book, the minutes of any meeting, and the other records of the corporation.

Section Nine. Assistant Treasurers and Assistant Secretaries. The assistant treasurers and assistant secretaries, in general, shall perform duties assigned to them by the board of directors, the president, the treasurer, or the secretary of the corporation. If required by the board of directors, the assistant treasurers shall give bonds for the faithful discharge fo their duties in sums and with sureties deemed appropriate by the board of directors.

Article Seven
Committees

Section One. Executive Committees. By majority vote of the directors in office, the board of directors may, by resolution duly adopted, establish one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided by resolution, shall have and exercise the authority of the board of directors in the management of the corporation; provided, however, that the designation of and delegation of authority to committees shall not relieve the board of directors, or any director individually, of any responsibility imposed on the board of directors or any individual director by these bylaws, or by law.

Section Two. Finance Committee. The matter of controlling, managing, investing, and disposing of the property of this corporation for the purpose of earning an income as distinguished from applying property and funds to charitable purposes, shall be exclusively vested in a finance committee which shall consist of not less that three directors who shall be elected by majority vote of the board of directors.

Section Three. Other Committees. Other committees not having and exercising the managerial authority of the board of directors, may be established by resolution duly adopted by majority vote of the board of directors. Except as provided by resolution, members of committees shall be removed by the president, when, in the judgment of the president, the interests of the corporation would be best served by removal.

Section Four. Terms of Office. Each member of a committee shall continue as a member of the committee until the next annual meeting of members of the corporation and until his or her successor is appointed, unless the committee is abolished, or unless the member is removed or ceases to qualify as a member of the committee.

Section Five. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members of the committee.

Section Six. Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member elected in this manner shall be elected for the unexpired term of his or her predecessor.

Section Seven. Quorum. Unless otherwise provided in a committee establishing resolution, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act for the committee.

Section Eight. Rules. Each committee may adopt rules and regulations for its meetings and the conduct of its activities which it deems appropriate; provided, however that the rules and regulations are consistent with these bylaws, and provided further that regular minutes of all proceedings are kept.

Article Eight
Indemnification

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit of proceeding, whether civil or criminal, administrative or investigative (whether or not by or in the right of the corporation), by reason that such person is or was a director or officer of the corporation, against any and all expenses (including attorney’s fees, court costs and appellate costs and fees), judgments, fines and amounts paid in settlement incurred in connection with such or proceeding, except for an officer or director who is adjudged guilty of willful misfeasance or willful malfeasance in the performance of his duties. Such right of indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs and personal representatives of such person. Provided however, that if any past or present officer or director sues the corporation, other than to enforce this indemnification, such past or present director or officer instituting such suit shall not have the right of indemnification hereunder in connection with such suit. The corporation is authorized to purchase insurance to provide funds for the indemnification herein above set forth, and, if such insurance is purchased by the proceeds of the same are not sufficient to cover the cost of indemnification, then the indemnification or deficiency resulting from insufficient insurance coverage, then the board of directors shall assess the membership to cover such costs. This indemnification is an absolute right, and such assessments shall be made notwithstanding any other provisions contained herein to the contrary.

Article Nine
Contracts, Checks, Deposits, and Funds

Section One. Contracts. The board of directors may, by resolution duly adopted, authorize any officer or officers, agent or agents of the corporation, in addition to the officers authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. This authority may be general, or confined to specific instances.

Section Two. Gifts and Contributions. The board of directors or an executive committee may:
(a) Accept on behalf of the corporation any contribution, gift, bequest, or devise of any type of property for the general and special charitable purposes of the corporation, on terms approved by the board or committee;

(b) Hold funds or property in the name of the corporation or of nominee or nominees appointed by the board or committee;

(d) Devote the principal or income from donations to benevolent and charitable purposes designated by the board or committee; and

(e) Enter into an agreement with any donor to continue to devote the principal or income from the donation to a particular purpose designated by the donor and after approval of the agreement by the board or committee devote the principal or income from that donation according to the agreement.

Section Three. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in banks, trust companies, or other depositories selected by the board of directors.

Section Four. Checks, Drafts, Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by an officer or officers, agent or agents of the corporation and in a manner determined by resolution of the board of directors. In the absence of this determination, the instruments shall be
powers to officers and agents designated by resolution of the board of directors.

(b) Management of income property. The board of directors may determine, by resolution duly adopted, to delegate in whole or in part, the management, investment, and disposition of the property of the corporation for the purpose of earning an income from that property, as distinguished from the matter of applying property and funds to charitable purposes, to a finance committee consisting of not less than three members of the board who shall be elected by majority vote of the board, or to one or more trust companies or banks duly authorized to conduct a trust or banking business under the laws of Florida.

Article Ten
Miscellaneous

Section One. Books and Records. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members, board of directors, and committees, and shall keep minutes at the registered or principal office a membership book giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any director, or member, or the agent or attorney of either, or any proper person, at any reasonable time.

Section Two. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

Section Three. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Florida Not For Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of this corporation, a written waiver signed by the person or persons entitled to notice, whether before or after the time stated, shall be deemed equivalent to the giving of notice.

Article Eleven
Amendments

Section One. Power of Directors To Amend Bylaws. Subject to the limitations of the articles of incorporation, these bylaws, and the Florida Not For Profit Corporation Act, concerning corporate action that must be authorized or approved by the members of the corporation, the bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted, by a resolution of the board of directors.

Public Documents

Tax ID

By laws

Belle Canto, Inc.

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