TBCS Original Articles of Incorporation (Originally called Pinellas IBM-PC Users Group, Inc.) Non-Profit Corporation Articles of Incorporation of Pinellas IBM-PC Users Group, Inc. Notice is hereby given that the undersigned incorporators, all being of full age, have associated themselves together for the purpose of forming a corporation not for profit, without capital stock, under the provisions of Chapters 607 and 617, Florida Statutes, and we do hereby accept all of the rights, privileges, benefits, and obligations conferred and imposed by such law, and we do hereby make, subscribe, acknowledge, and file these Articles of Incorporation. ARTICLE I - NAME The name of the Corporation is PINELLAS IBM-PC USERS GROUP, INC. ARTICLE II - CORPORATE PURPOSE The object and purpose of the Corporation shall be to raise, receive, and maintain a fund or funds of real or personal property, or both, and to distribute and administer the fund or funds, including any income or interest generated there from, exclusively for charitable, religious, or educational purposes. The purpose shall include, but not be limited to, the education of the general public and members in the care, use, service, or other information concerning IBM personal computers or similar competing computer units and the software available for these computers. ARTICLE III - MEMBERSHIP Section 1. Eligibility. Any person shall be eligible for membership to this Corporation upon application to and approval as provided in the By-laws of the Corporation. Section 2. Application for Membership. Any applicant meeting the qualifications set forth above and desiring to become a member of the Corporation shall make application on a form supplied by the Corporation and accompanied by such membership fees and dues as the Board of Directors may from time to time determine. Section 3. Termination of Membership. Membership may be terminated by expulsion for a just cause or by resignation with thirty days prior written notice to the Board of Directors. ARTICLE IV - DURATION The Corporation shall have perpetual existence. ARTICLE V - MANAGEMENT Section 1. The Affairs of the Corporation shall be managed by a Board of Directors. The Board of Directors shall consist of not less than three and not more than nine persons. Directors shall be elected or removed in accordance with the procedure provided in the By-Laws. Section 2. The Officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary, and a Treasurer. These officers shall be elected and shall hold office in the manner provided in by the By-laws of the Corporation. ARTICLE VI - INITIAL OFFICERS AND DIRECTORS The names and addresses of the officers who are to manage all of the affairs of the Corporation until the first annual meeting are: James Leonard, President, Director 3401 Gandy Boulevard, Lot # 628 Pinellas Park, FL 33565 Estelle S Leonard, Secretary-Treasurer, Director 3401 Gandy Boulevard, Lot # 628 Pinellas Park, FL 33565 Hubert Miller, Vice-President, Director 783 Fairwood Lane Clearwater, FL 33519 ARTICLE VII - BY-LAWS AND AMENDMENTS TO THE ARTICLES OF INCORPORATION The By-laws of the Corporation shall be made, altered, or rescinded by a majority vote of the voting membership present or voting by proxy at any regular meeting, or by a majority vote of the Board of Directors, provided that notice thereof, which shall include the text of the By-laws change, has been furnished in writing to each voting member of the Corporation at least ten days prior to the meeting at which such alteration to the By-laws is to be voted upon, whether it be a membership meeting or a Board of Directors' meeting. The Articles of Incorporation shall be amended or additional provisions added or adopted by a two-thirds vote of the members of the Board of Directors present or voting by proxy at any meeting thereof, provided that notice thereof, which shall include the text of the change to the Articles of Incorporation, has been furnished in writing to each voting member of the Corporation at least ten days prior to the meeting at which such Articles of Incorporation change is to be voted upon, followed by the compliance with the Florida Statutes regarding amendments to articles of Incorporation of non-profit corporations. ARTICLE VIII - GENERAL All income and assets of the Corporation above the necessary expenses shall be administered solely and exclusively for the corporate purposes selected by the Board of Directors. This Corporation shall have no capital stock and shall pay no dividends to its incorporators, directors, officers, or members. In addition, no part of the income of the Corporation shall be distributed to its members, directors, or incorporators; provided that the Corporation may pay in a reasonable amount to its members, directors, and officers for services rendered and may confer benefits upon its members in conformity with its purposes. ARTICLE IX - SUBSCRIBERS The names and residence addresses of the subscribers to this Corporation are as follows: James Leonard, President, Director 3401 Gandy Boulevard, Lot # 628 Pinellas Park, FL 33565 Estelle S Leonard, Secretary-Treasurer, Director 3401 Gandy Boulevard, Lot # 628 Pinellas Park, FL 33565 Hubert Miller, Vice-President, Director 783 Fairwood Lane Clearwater, FL 33519 ARTICLE X - REGISTERED OFFICE AND REGISTERED AGENT The above-named incorporators, desiring to organize this Corporation under the laws of the State of Florida, hereby designate the Corporation's Registered Office to be located at 1401 Gandy Blvd Lot #628, Pinellas Park, Florida, and hereby designate and appoint James Leonard as the Registered Agent of the Corporation, to accept service of process within the State, to serve in such capacity until his successor is selected and duly designated. ARTICLE XI - INDEMNIFICATION The Corporation shall indemnify any officer, director, or employee of the Corporation, or any former officer, director, or employee of the Corporation, to the full extent permitted and as set forth in the Florida General Corporation Act. ARTICLE XII - PROHIBITED ACTIVITIES The Corporation shall not: 1. Attempt to influence legislation as a substantial part of its activities; 2. Allow any part of its net income to inure to the benefit of its officers, directors, or members of the Corporation, or to any other other individuals, except in the furtherance of its charitable purposes; 3. Participate to any extent in the political campaign for any candidate for public office; 4. Conduct any activities not permitted to be carried on by organizations exempt under 501(c)(3) of the Internal Revenue Code of 1954, as amended, and its regulations as they now exist or as they may hereafter be amended, or by any organization, contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended. ARTICLE XIII - DEDICATION OF ASSETS The Corporation dedicates all assets which it may acquire to the charitable purposes set forth in Article II hereof in the event that the Corporation shall dissolve or otherwise terminate, subject to the provisions of Chapters 607 and 617, Florida Statutes; the Corporation shall distribute all its existing assets to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 107(c)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, or to the Federal Government, or to a State or Local Government for exclusive public purposes. IN WITNESS WHEREOF, the undersigned have subscribed their names under seal this 10th day of April, 1984 (James Leonard) (Hubert Heller) (Estelle Leonard) STATE OF FLORIDA COUNTY OF PINELLAS. BEFORE ME, the undersigned authority, personally appeared: JAMES LEONARD, HUBERT HELLER, ESTELLE S LEONARD, to me well known, and well known to me to be the persons described in and who subscribed their names to the foregoing Articles of Incorporation, and who acknowledged before me that they executed such Articles of Incorporation for the purposes therein expressed. WITNESS my hand and official seal in the aforesaid County and State, this 10th day od April, 1984. (Signature of Notary Public - not readable) State of Florida at Large My commission expires: June 17, 1985 ACCEPTANCE BY REGISTERED AGENT The undersigned hereby accepts the appointment as Registered Agent of PINELLAS IBM-PC USERS GROUP, INC which is contained in the foregoing Articles of Incorporation. Dated this 30th day of April, 1984 (James Leonard) JAMES LEONARD REGISTERED AGENT