ARTICLES OF INCORPORATION
OF
THE FLORIDA FUTURE FARMERS OF AMERICA
FOUNDATION, INCORPORATED

The name of the corporation shall be THE FLORIDA FUTURE FARMERS OF AMERICA FOUNDATION, INCORPORATED.

The term for which it is organized shall be perpetual.

The corporation is organized for the overall purposes of furthering education and development of Florida FFA members with emphasis in all segments of the industry of agriculture in America at the state and local levels.

Specific purposes, without limiting the scope of the foregoing, include the following:

(a) To promote and stimulate interest in agricultural leadership and careers for youth in agriculture;

(b) To promote and develop interest on the part of the general public in agricultural education, including the activities of the Florida Future Farmers of America, Inc.;

(c) To provide funds for awards, scholarships, or other recognition as authorized by the Florida FFA Board of Directors and Florida FFA Association to deserving FFA members who have achieved distinction on a national, state or local basis and to administer, direct, or supervise the granting of such recognition.

(d) To publish an annual report of the activities of the corporation, including a statement of receipts and expenditures, and to prepare and issue other publications as may from time to time be approved by authority of the Board of Directors.

(e) To provide or support conference and other educational facilities for the use of FFA members, teachers and such other persons and groups as may from time to time be approached by authority of the Board of Directors.

(f) To enhance the community development of Haines City and Polk County through the provision of safe, affordable lodging at the Leadership Training Center for conference guests and visitors from throughout the state and through the establishment of archives/library recording the rich history of the FFA organization.

The corporation may solicit, receive, hold, and expend funds or other property in such manner as the Board of Directors may determine to be appropriate to further the foregoing purposes, and shall have all other powers conferred by or permissible under the Florida Non-Profit Corporations Act.

Qualification of members shall consist of all officers and members of the Board of Directors, all officers of the Corporation, all Executive Committee Officers, and all members of the Sponsoring Committee.

No part of the net earnings of the corporation shall insure 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 distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or (b) 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.

Upon the 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 exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for educational purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Court of General Sessions of Florida exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

The registered office and agent of the corporation in Florida shall be the Florida FFA Foundation, Inc., 5000 Firetower Road, Haines City, Florida 33844.

The corporation shall have a Board of Directors (who may be known as Trustees) that will govern all activities of the Florida Future Farmers of America Foundation as specified in the By-Laws. The By-Laws shall also provide for their duties, functions, and manner of election. The Board of Directors shall have the power to make, alter, and rescind the By-Laws of this corporation provided that at least two (2) weeks notice has been given all members of the Board of Directors of the character of the prepared amendment, or amendments to be voted upon. The affairs of the corporation shall be managed by a Board of Directors, known as the Board of Trustees. The original Directors of the corporation were as follows: Joe R. Kirkland, President; W. R. Hancock, Jr., Vice -President; and Freddie Garner, Trustee.

The Board of Directors may amend these Articles of Incorporation from time to time at any meeting by an affirmative vote of a majority of all Board members, provided that at least two (2) weeks notice has been given to all members of the Board of Directors of the character of the proposed amendment, or amendments, to be voted upon.

(Revision date: 5/7/1992;1/5/2001)

BY-LAWS
OF
THE FLORIDA FUTURE FARMERS OF AMERICA
FOUNDATION, INCORPORATED

The purposes of the corporation are as set forth in Article III of its Articles of Incorporation, as amended.

The principle office of the corporation shall be in Polk County, Haines City, Florida. The corporation may have such other offices as the Board of Directors may from time to time determine.

Composition. The affairs of the corporation shall be managed by a Board of Directors, known as a Board of Trustees, consisting of members selected as follows:

(a) Twenty-three persons chosen by the Governing Council of the Sponsoring Committee of the corporation established in Article X   of these By-Laws.

(b) One person shall be a teacher of Agribusiness and Natural Resources Education chosen at the annual state meeting of the Florida Association of Agricultural Educators.

          (c) One person shall be a teacher educator in agriculture.

         (d) One person currently serving in an administrative or supervisory position in education.

         (e) The Chairman of the State Advisory Committee for agribusiness and natural resources education, ex-officio, with vote.

        (f) The State FFA Advisor, an ex-officio, with vote.

        (g) The State President of the FFA, State Secretary of FFA and State Program Specialist of FFA shall serve as ex-officio members of the Board with vote.

        (h)  One person shall represent the State FFA Alumni Association

Term. Each director (other than ex-officio Directors) shall serve for three (3) years and until his successor shall be elected and qualified. Ex-officio Directors shall serve so long as they continue to hold office by virtue of which they are Directors.

(a) The Director as listed in Section 1 (b) shall be elected to a three (3) year term by the Florida Association of Agricultural Educators.

(b) The Director as listed Section 1 (c) shall serve a three (3) year term and may be re-elected by a vote of the teacher educators.

          (c) The Director as listed in Section 1 (d) shall be elected to a three (3) year term.

          (d) The Director as listed in Section 1 (h) shall be elected to a one (1) year term.

Vacancies. Vacancies on the Board of Directors may be filled by vote of remaining Directors from the same group represented by the person causing the vacancy, the person so chosen to serve until the next annual meeting of the Board, and until his successor is elected and qualified.

Compensation. No Director shall receive any salary or compensation for his services as a Director. Directors may, however, be reimbursed by the corporation for reasonable expenses incurred in the performance of their duties in accordance with policies established by the Board of Directors.

Location. Meetings of the Board of Directors, whether regular or special, may be held in such place, either within or without the State of Florida as may be specified in the notice of the meeting.

Annual Meetings. An annual meeting of the Board of Directors shall be held during the month of June, unless otherwise arranged by the Board, at such time and place as the Board may from time to time determine.

Other Meetings. Other meetings of the Board shall be held at such times and places as the Board may from time to time determine. Special meetings may be held at the call of the President, or upon written request of any four (4) Directors.

Notice of Meetings. At least two (2) weeks notice of all meetings shall be given personally or by mail to each Director. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends for the purpose of objecting to the transaction of any business because the meeting is not lawfully called. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or waiver of notice of such meeting, except as otherwise provided in Article IX of the Articles of Incorporation, and Article XI of these By-Laws.

Quorum. A majority of the voting Directors then in office shall constitute a quorum. For purposes of this paragraph, the President shall not be considered as a voting Director.

Sufficiency. Whenever, under the provisions of law or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any Director, it shall not be construed to mean personal notice, but may be given in writing, by mail addressed to the Director at his last known address as it appears on the records of the corporation. Such notice shall be considered to be given at the time when it is deposited in the United States mail, first class postage prepaid.

Waiver. Whenever any notice is required to be given under the provisions of law or of the Articles of Incorporation or of these By-Laws, a waiver thereof in writing before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Officers. The officers of the corporation shall be a President, a Vice-President, and a Secretary-Treasurer. The Board of Directors may appoint such other officers and agents as it may from time to time deem necessary, who shall hold their offices for such terms and shall have such responsibilities as the Board shall determine. Any two or more offices may be held by the same person, except the offices of President and Vice-President.

Selection. The President shall be elected annually from those currently serving as members of the Board of Directors of the Florida FFA Foundation. The Vice-President shall be chosen by the Board from among the Directors described in Section 1 of Article III of these By-Laws. The office of the Secretary and Treasurer shall be as one and shall be the person who is the Executive Director of the Florida Future Farmers of America Foundation, Inc.

Vice President. The Vice-President shall perform the duties and exercise the powers of the President during the absence or incapacity of the President. He shall have such other duties as may be imposed upon him from time to time by the Board of Directors.

Secretary/Treasurer. The Secretary/Treasurer, under the direction of the President, shall prepare dockets of business and shall take and keep true and accurate minutes of all meetings of the corporation and shall discharge such duties as shall be assigned by the Board of Directors.

(a) It shall be the duty of the Secretary/Treasurer to have the care and custody of all funds and property of the corporation and to deposit funds and documents in such bank, banks, trust company, or depositories as the Board of Directors or the Executive Committee shall designate. He shall, under the direction of the Executive Committee, disburse all monies by check.

(b) The Secretary/Treasurer shall give the corporation a bond in the amount stipulated by the Board of Directors, at the expense of the Corporation, with surety satisfactory to the Board of Directors, for faithful performance of the duties of his office and for delivery, upon demand by said Board of all books, vouchers, records, money, and other property of whatever kind belonging to the corporation that have been in his custody.

(c) The Secretary/Treasurer’s accounts shall be audited annually by an auditor or auditors not connected with the corporation, who shall be named by the Board of Directors.

Composition. There shall be an Executive Committee consisting of the President, Vice-President, Secretary/Treasurer, Past President, and four (4) other Directors designated annually by the Board of Directors.

Responsibilities. During intervals between meetings of the Board, the Executive Committee shall exercise all powers conferred on it by the Board of Directors in the management and direction of the business and conduct of the affairs of the corporation. It shall keep a record of its proceedings and report the same to the Board of Directors at each meeting.

The fiscal year of the corporation shall be the calendar year.

There may be Advisory Committees designated by the Board of Directors. These committees shall be composed of persons whose advice and counsel may be helpful in determining policies and formulating and carrying out specific programs or work.

Composition. There shall be a Sponsoring Committee whose members shall consist of contributors to the Foundation. Each membership shall be for a period beginning with the date the contribution is received and continuing until the end of the calendar year following the year in which the contribution was received. The Sponsoring Committee shall have such powers as are reasonably necessary to undertake its functions and responsibilities, which shall be as follows:

(a) To solicit and receive on behalf of the Foundation bequests, devises, gifts, or other donations of any property, in any form and in any amount or value, for any purpose of the Foundation.

(b) To transmit to the Foundation Treasurer promptly after its receipt all such property received by the Sponsoring Committee.

(c) To make determinations concerning sources of need in light of the particular purposes of the Foundation, and based on such determinations, to make recommendations to the Board of Directors of the Foundation regarding distributions and awards of the Foundation’s funds or property.

Records and Reports. The Sponsoring Committee, through its Governing Council, shall maintain records of its proceedings, financial affairs, and other activities, and shall submit a report of the same to the annual meeting of the Foundation Board of Directors.

Officers.

(a) The officers of the Sponsoring Committee shall consist of a Chairman, a Chairman Elect, a Second Chairman Elect, and the Past Chairman.

(b) Nominations of each election of officers shall be made by the Governing Council of the Sponsoring Committee in consultation with the Executive Committee. So far as possible, the person nominated each year for Chairman shall be the person who has served during the preceding year as Chairman Elect, and the person nominated for the Chairman Elect shall be the person who has served during the preceding year as Second Chairman Elect.

(c) Each officer shall be elected by the Sponsoring Committee of the Foundation to serve a term of one (1) year, or until his successor is elected and qualified.

Governing Council. The Sponsoring Committee shall have a Governing Council which shall consist of the four (4) officers of the Sponsoring Committee. During the intervals between meetings of the Sponsoring Committee, the Governing Council shall exercise all of the powers of the Sponsoring Committee in carrying out its functions and responsibilities. The Governing Council may adopt rules and issue statements of policy concerning its affairs of the Sponsoring Committee, provided they do not conflict with the Certificate of Incorporation or By-Laws of the Foundation or with any resolution or statement of policy of the Board of Directors. The Governing Council shall meet at least once each year, at the call of the Chairman of the Sponsoring Committee who shall be the Chairman of the Council.

Executive Council. There may be an Executive Council, which shall consist of such individuals as may from time to time be chosen by the Governing Council to be regional or industry chairmen. The Executive Council shall have such duties as may from time to time be determined by the Governing Council.

These By-Laws may be amended at any meeting by a majority vote provided that at least two (2) weeks notice has been given to all members of the Board of Directors of the character of the proposed amendment, or amendments, to be voted upon.